<PAGE>

                                                                    EXHIBIT 10.1

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

                                CREDIT AGREEMENT

                         Dated as of September 11, 2003

                                      among

                           PER-SE TECHNOLOGIES, INC.,
                                as the Borrower,

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

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

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                              as Syndication Agent

                                       and

                         THE OTHER LENDERS PARTY HERETO

                                  Arranged By:

                         BANC OF AMERICA SECURITIES LLC,

                                       and

                         WACHOVIA CAPITAL MARKETS, LLC,

                 as Joint Lead Arrangers and Joint Book Managers

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                    <C>
ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS......................................................................        1
         1.01     Defined Terms..................................................................................        1
         1.02     Other Interpretive Provisions..................................................................       23
         1.03     Accounting Terms...............................................................................       24
         1.04     Rounding.......................................................................................       24
         1.05     References to Agreements and Laws..............................................................       24
         1.06     Times of Day...................................................................................       24
         1.07     Letter of Credit Amounts.......................................................................       25
ARTICLE II  THE COMMITMENTS AND CREDIT EXTENSIONS................................................................       25
         2.01     Revolving Loans and Term Loan..................................................................       25
         2.02     Borrowings, Conversions and Continuations of Loans.............................................       25
         2.03     Letters of Credit..............................................................................       26
         2.04     Swing Line Loans...............................................................................       33
         2.05     Prepayments....................................................................................       35
         2.06     Termination or Reduction of Aggregate Revolving Commitments....................................       38
         2.07     Repayment of Loans.............................................................................       39
         2.08     Interest.......................................................................................       40
         2.09     Fees...........................................................................................       40
         2.10     Computation of Interest and Fees...............................................................       40
         2.11     Evidence of Debt...............................................................................       41
         2.12     Payments Generally.............................................................................       41
         2.13     Sharing of Payments............................................................................       43
         2.14     Extension of Maturity Date.....................................................................       43
ARTICLE III  TAXES, YIELD PROTECTION AND ILLEGALITY..............................................................       44
         3.01     Taxes..........................................................................................       44
         3.02     Illegality.....................................................................................       45
         3.03     Inability to Determine Rates...................................................................       45
         3.04     Increased Cost and Reduced Return; Capital Adequacy............................................       46
         3.05     Funding Losses.................................................................................       46
         3.06     Matters Applicable to all Requests for Compensation............................................       47
         3.07     Survival.......................................................................................       47
ARTICLE IV  GUARANTY.............................................................................................       47
         4.01     The Guaranty...................................................................................       47
         4.02     Obligations Unconditional......................................................................       48
         4.03     Reinstatement..................................................................................       48
         4.04     Certain Additional Waivers.....................................................................       49
         4.05     Remedies.......................................................................................       49
         4.06     Rights of Contribution.........................................................................       49
         4.07     Guarantee of Payment; Continuing Guarantee.....................................................       50
ARTICLE V   CONDITIONS PRECEDENT TO CREDIT EXTENSIONS............................................................       50
         5.01     Conditions of Initial Credit Extension.........................................................       50
         5.02     Conditions to all Credit Extensions............................................................       52
ARTICLE VI  REPRESENTATIONS AND WARRANTIES.......................................................................       53
         6.01     Existence, Qualification and Power.............................................................       53
         6.02     Authorization; No Contravention................................................................       53
         6.03     Governmental Authorization; Other Consents.....................................................       54
         6.04     Binding Effect.................................................................................       54
</TABLE>

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<TABLE>
<S>                                                                                                                     <C>
         6.05     Financial Statements; No Material Adverse Effect...............................................       54
         6.06     Litigation.....................................................................................       55
         6.07     No Default.....................................................................................       55
         6.08     Ownership of Property; Liens...................................................................       55
         6.09     Environmental Compliance.......................................................................       55
         6.10     Insurance......................................................................................       56
         6.11     Taxes..........................................................................................       56
         6.12     ERISA Compliance...............................................................................       56
         6.13     Subsidiaries...................................................................................       57
         6.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act.................       57
         6.15     Disclosure.....................................................................................       57
         6.16     Compliance with Laws...........................................................................       58
         6.17     Intellectual Property; Licenses, Etc...........................................................       58
         6.18     Solvency.......................................................................................       58
         6.19     Perfection of Security Interests in the Collateral.............................................       58
         6.20     Business Locations.............................................................................       58
         6.21     Brokers' Fees..................................................................................       58
         6.22     Labor Matters..................................................................................       59
         6.23     Tax Shelter Regulations........................................................................       59
ARTICLE VII  AFFIRMATIVE COVENANTS...............................................................................       59
         7.01     Financial Statements...........................................................................       59
         7.02     Certificates; Other Information................................................................       60
         7.03     Notices........................................................................................       62
         7.04     Payment of Obligations.........................................................................       63
         7.05     Preservation of Existence, Etc.................................................................       63
         7.06     Maintenance of Properties......................................................................       63
         7.07     Maintenance of Insurance.......................................................................       63
         7.08     Compliance with Laws...........................................................................       64
         7.09     Books and Records..............................................................................       64
         7.10     Inspection Rights..............................................................................       64
         7.11     Use of Proceeds................................................................................       64
         7.12     Additional Subsidiaries........................................................................       65
         7.13     ERISA Compliance...............................................................................       65
         7.14     Pledged Assets.................................................................................       65
         7.15     Post-Closing Deliverables......................................................................       66
ARTICLE VIII  NEGATIVE COVENANTS.................................................................................       67
         8.01     Liens..........................................................................................       67
         8.02     Investments....................................................................................       68
         8.03     Indebtedness...................................................................................       69
         8.04     Fundamental Changes............................................................................       70
         8.05     Dispositions...................................................................................       70
         8.06     Restricted Payments............................................................................       71
         8.07     Change in Nature of Business...................................................................       71
         8.08     Transactions with Affiliates and Insiders......................................................       71
         8.09     Burdensome Agreements..........................................................................       72
         8.10     Use of Proceeds................................................................................       72
         8.11     Financial Covenants............................................................................       72
         8.12     Prepayment of Subordinated Indebtedness........................................................       73
         8.13     Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.........       73
         8.14     Ownership of Subsidiaries; Inactive Subsidiaries...............................................       73
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                     <C>
         8.15     Sale Leasebacks................................................................................       73
ARTICLE IX  EVENTS OF DEFAULT AND REMEDIES.......................................................................       74
         9.01     Events of Default..............................................................................       74
         9.02     Remedies Upon Event of Default.................................................................       76
         9.03     Application of Funds...........................................................................       76
ARTICLE X  ADMINISTRATIVE AGENT..................................................................................       77
         10.01    Appointment and Authorization of Administrative Agent..........................................       77
         10.02    Delegation of Duties...........................................................................       78
         10.03    Liability of Administrative Agent..............................................................       78
         10.04    Reliance by Administrative Agent...............................................................       78
         10.05    Notice of Default..............................................................................       79
         10.06    Credit Decision; Disclosure of Information by Administrative Agent.............................       79
         10.07    Indemnification of Administrative Agent........................................................       79
         10.08    Administrative Agent in its Individual Capacity................................................       80
         10.09    Successor Administrative Agent.................................................................       80
         10.10    Administrative Agent May File Proofs of Claim..................................................       81
         10.11    Collateral and Guaranty Matters................................................................       81
         10.12    Other Agents; Arrangers and Managers...........................................................       82
ARTICLE XI  MISCELLANEOUS........................................................................................       82
         11.01    Amendments, Etc................................................................................       82
         11.02    Notices and Other Communications; Facsimile Copies.............................................       84
         11.03    No Waiver; Cumulative Remedies.................................................................       85
         11.04    Attorney Costs, Expenses and Taxes.............................................................       85
         11.05    Indemnification by the Borrower................................................................       85
         11.06    Payments Set Aside.............................................................................       86
         11.07    Successors and Assigns.........................................................................       86
         11.08    Confidentiality................................................................................       89
         11.09    Set-off........................................................................................       90
         11.10    Interest Rate Limitation.......................................................................       90
         11.11    Counterparts...................................................................................       90
         11.12    Integration....................................................................................       90
         11.13    Survival of Representations and Warranties.....................................................       91
         11.14    Severability...................................................................................       91
         11.15    Tax Forms......................................................................................       91
         11.16    Replacement of Lenders.........................................................................       92
         11.17    Governing Law..................................................................................       93
         11.18    Waiver of Right to Trial by Jury...............................................................       93
</TABLE>

                                      iii

<PAGE>

SCHEDULES

         1.01(a)  Data Centers
         1.01(b)  Existing Letters of Credit
         2.01     Commitments and Pro Rata Shares
         6.10     Insurance
         6.13     Subsidiaries
         6.17     IP Rights
         6.20(a)  Locations of Real Property
         6.20(b)  Locations of Tangible Personal Property
         6.20(c)  Location of Chief Executive Office, Etc.
         8.01     Liens Existing on the Closing Date
         8.02     Investments Existing on the Closing Date
         8.03     Indebtedness Existing on the Closing Date
         8.05     Disposition
         11.02    Certain Addresses for Notices

EXHIBITS

         A        Form of Loan Notice
         B        Form of Swing Line Loan Notice
         C-1      Form of Revolving Note
         C-2      Form of Swing Line Note
         C-3      Form of Term Note
         D        Form of Compliance Certificate
         E        Form of Assignment and Assumption
         F        Form of Joinder Agreement

                                       iv

<PAGE>

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT is entered into as of September 11, 2003 among
PER-SE TECHNOLOGIES, INC., a Delaware corporation (the "Borrower"), the
Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

         The Borrower has requested that the Lenders provide $175,000,000 in
credit facilities for the purposes set forth herein, and the Lenders are willing
to do so on the terms and conditions set forth herein.

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

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

1.01     Defined Terms.

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

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

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

         "Administrative Agent's Office" means the Administrative Agent's
address and, as appropriate, account as set forth on Schedule 11.02 or such
other address or account as the Administrative Agent may from time to time
notify the Borrower and the Lenders.

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

         "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto. Without limiting the generality
of the foregoing, a Person shall be deemed to be Controlled by another Person if
such other Person possesses, directly or indirectly, power to vote 5% or more of
the securities having ordinary voting power for the election of directors,
managing general partners or the equivalent.

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

<PAGE>

         "Aggregate Revolving Commitments" means the Revolving Commitments of
all the Lenders. The initial amount of the Aggregate Revolving Commitments in
effect on the Closing Date is FIFTY MILLION DOLLARS ($50,000,000).

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

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

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                                  Eurodollar Loans      Base Rate Loans
                                                                             --------------------------------------------
  Pricing    Consolidated                       Commitment      Letters of   Revolving       Term     Revolving     Term
   Tier     Leverage Ratio                         Fee            Credit       Loans         Loan       Loans       Loan
--------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                 <C>             <C>          <C>             <C>      <C>           <C>
    1            < 1.5:1.0                        0.50%           3.00%        3.00%         4.25%       1.50%       2.75%
-------------------------------------------------------------------------------------------------------------------------
    2       > or = 1.5:1.0 but                    0.50%           3.25%        3.25%         4.25%       1.75%       2.75%
                 < 2.0:1.0
-------------------------------------------------------------------------------------------------------------------------
    3       > or = 2.0:1.0                        0.50%           3.50%        3.50%         4.25%       2.00%       2.75%
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

Any increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is required to be
delivered pursuant to Section 7.02(b); provided, however, that if a Compliance
Certificate is not delivered when due in accordance with such Section, then
Pricing Level 3 shall apply as of the first Business Day after the date on which
such Compliance Certificate was required to have been delivered and shall
continue to apply until the first Business Day immediately following the date a
Compliance Certificate is delivered in accordance with Section 7.02(b),
whereupon the Applicable Rate shall be adjusted based upon the calculation of
the Consolidated Leverage Ratio contained in such Compliance Certificate. The
Applicable Rate in effect from the Closing Date through the first Business Day
immediately following the date a Compliance Certificate is required to be
delivered pursuant to Section 7.02(b) for the fiscal quarter ending September
30, 2003 shall be determined based upon Pricing Level 3. Notwithstanding the
Applicable Rate identified for the Term Loan in the pricing grid above, if the
Administrative Agent receives evidence satisfactory to the Administrative Agent
demonstrating that the Borrower's senior secured non-credit enhanced debt is
rated B+ or higher by S&P and B1 or higher by Moody's, the Applicable Rate
identified for the Term Loan in the pricing grid above shall be reduced by
0.25%.

         "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit E, and shall include, in the case of the
initial assignments of portions of Term Loan by the initial Lenders, one or more
master assignments and assumption agreements to effect assignments to multiple
assignees substantially on the terms of the form of Assignment and Assumption
set forth in Exhibit E.

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

         "Attributable Indebtedness" means, on any date, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
(b) in respect of any Synthetic Lease, the capitalized amount of the

                                       2
<PAGE>

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

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

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

         "B-1 Business" means the Borrower's enterprise-wide patient
financial/accounting software product line that automates the processes
associated with revenue cycle management for healthcare institutions.

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

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

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

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

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

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

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

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

                                        3
<PAGE>

         "Capital Lease" means, as applied to any Person, any lease of any
Property by that Person as lessee which, in accordance with GAAP, is required to
be accounted for as a capital lease on the balance sheet of that Person.

         "Capital Stock" means (i) in the case of a corporation, capital stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, (iii) in the case of a partnership, partnership interests
(whether general or limited), (iv) in the case of a limited liability company,
membership interests and (v) any other interest or participation that confers on
a Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person.

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

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

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

                  (a)      any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but
         excluding any employee benefit plan of such person or its subsidiaries,
         and any person or entity acting in its capacity as trustee, agent or
         other fiduciary or administrator of any such plan) becomes the
         "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
         Securities Exchange Act of 1934, except that a person or group shall be
         deemed to have "beneficial ownership" of all Capital Stock that such
         person or group has the right to acquire (such right, an "option
         right"), whether such right is exercisable immediately or only after
         the passage of time), directly or indirectly, of thirty percent (30%)
         of the Capital Stock of the Borrower entitled to vote for members of
         the board of directors or equivalent governing body of the Borrower on
         a fully diluted basis (and taking into account all such securities that
         such person or group has the right to acquire pursuant to any option
         right); or

                  (b)      during any period of 24 consecutive months, a
         majority of the members of the board of directors or other equivalent
         governing body of the Borrower cease to be composed of

                                        4
<PAGE>

         individuals (i) who were members of that board or equivalent governing
         body on the first day of such period, (ii) whose election or nomination
         to that board or equivalent governing body was approved by individuals
         referred to in clause (i) above constituting at the time of such
         election or nomination at least a majority of that board or equivalent
         governing body or (iii) whose election or nomination to that board or
         other equivalent governing body was approved by individuals referred to
         in clauses (i) and (ii) above constituting at the time of such election
         or nomination at least a majority of that board or equivalent governing
         body (excluding, in the case of both clause (ii) and clause (iii), any
         individual whose initial nomination for, or assumption of office as, a
         member of that board or equivalent governing body occurs as a result of
         an actual or threatened solicitation of proxies or consents for the
         election or removal of one or more directors by any person or group
         other than a solicitation for the election of one or more directors by
         or on behalf of the board of directors); or

                  (c)      the occurrence of a "Change of Control" (or any
         comparable term) under, and as defined in the documentation evidencing
         the Subordinated Indebtedness.

         "Closing Date" means the date hereof.

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

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

         "Commitment" means, as to each Lender, the Revolving Commitment of such
Lender and/or the Term Loan Commitment of such Lender.

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

         "Consolidated Adjusted EBITDAR" means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i)
Consolidated EBITDA for such period plus rent and lease expense for such period
minus (ii) Consolidated Capital Expenditures for such period (other than any
Consolidated Capital Expenditures funded with Indebtedness permitted by Section
8.03(e)) minus (iii) Consolidated Cash Taxes for such period, all as determined
in accordance with GAAP.

         "Consolidated Capital Expenditures" means, for any period, for the
Borrower and its Subsidiaries on a consolidated basis, all capital expenditures
(including, without limitation, any capitalized software development costs), as
determined in accordance with GAAP; provided, however, that Consolidated Capital
Expenditures shall not include (a) expenditures made with proceeds of any
Involuntary Disposition to the extent such expenditures are used to purchase
Property that is the same as or similar to the Property subject to such
Involuntary Disposition or (b) Permitted Acquisitions.

         "Consolidated Cash Taxes" means, for any period, for the Borrower and
its Subsidiaries on a consolidated basis, the aggregate of all taxes to the
extent the same are paid in cash during such period (other than any cash taxes
paid by the Borrower on the gain from the sale of the P-1 Business).

         "Consolidated EBITDA" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus (a) the following to the extent deducted in calculating
such Consolidated Net Income: (i) Consolidated Interest Charges for

                                        5
<PAGE>

such period, (ii) the provision for federal, state, local and foreign income
taxes payable by the Borrower and its Subsidiaries for such period, (iii) the
amount of depreciation and amortization expense for such period, (iv) all
non-cash, non-recurring charges for such period, (v) for the fiscal quarter
period ending on September 30, 2003, any non-recurring expenses incurred by the
Borrower during such period in connection with the tender offer and early
redemption of the Existing Senior Notes, including all premiums, fees and legal
costs related thereto plus (b) without duplication, any losses resulting from
the sale of assets outside of the ordinary course of business for such period
minus (c) without duplication, any gains from the sale of assets outside the
ordinary course of business for such period, all as determined in accordance
with GAAP. Notwithstanding the foregoing, for purposes of calculating
Consolidated EBITDA as of the end of each fiscal quarter through December 31,
2004, the financial results of the P-1 Business and the B-1 Business shall be
excluded.

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

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

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

         "Consolidated Interest Charges" means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i)
all interest, premium payments, debt discount, fees, charges and related
expenses of the Borrower and its Subsidiaries in connection with borrowed money
(including capitalized interest) or in connection with the deferred purchase
price of assets, in each case to the extent treated as interest in accordance
with GAAP (other than any non-recurring expenses incurred by the Borrower in the
fiscal quarter ending September 30, 2003 in connection with the tender offer and
early redemption of the Existing Senior Notes, including all premiums, fees and
legal costs related thereto), plus (ii) the portion of rent expense of the
Borrower and its Subsidiaries with respect to such period under Capital Leases
that is treated as interest in accordance with GAAP; provided, however, that (1)
Consolidated Interest Charges for the four fiscal quarter period ending December
31, 2003 shall be calculated as Consolidated Interest Charges for the fiscal
quarter period ending December 31, 2003 multiplied by four, (2) Consolidated
Interest Charges for the four fiscal quarter period ending March 31, 2004 shall
be calculated as Consolidated Interest Charges for the two fiscal quarter period
ending March 31, 2004 multiplied by two and (3) Consolidated Interest Charges
for the four fiscal quarter period ending June 30, 2004 shall be calculated as
Consolidated Interest Charges for the three fiscal quarter period ending June
30, 2004 multiplied by one and one third.

         "Consolidated Leverage Ratio" means, as of any date of determination,
the ratio of (a) Consolidated Funded Indebtedness as of such date minus
unrestricted cash and Cash Equivalents in excess of $10,000,000 held by the
Borrower and its Subsidiaries which would appear on a consolidated balance sheet
of the Borrower and its Subsidiaries as of such date to (b) Consolidated EBITDA
for the period of the four fiscal quarters most recently ended for which the
Borrower has delivered financial statements pursuant to Section 7.01(a) or (b).

                                        6
<PAGE>

         "Consolidated Net Income" means, for any period, for the Borrower and
its Subsidiaries on a consolidated basis, the net income of the Borrower and its
Subsidiaries (excluding extraordinary gains and extraordinary non-cash losses
and excluding the effects of FAS 142) for that period.

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

         "Consolidated Scheduled Funded Debt Payments" means for any period for
the Borrower and its Subsidiaries on a consolidated basis, the sum of all
scheduled payments of principal on Consolidated Funded Indebtedness, as
determined in accordance with GAAP. For purposes of this definition, "scheduled
payments of principal" (a) shall be determined without giving effect to any
reduction of such scheduled payments resulting from the application of any
voluntary or mandatory prepayments made during the applicable period, (b) shall
be deemed to include the Attributable Indebtedness in respect of Capital Leases
and Synthetic Leases and (c) shall not include any voluntary prepayments or
mandatory prepayments required pursuant to Section 2.05; provided, however, that
(1) Consolidated Scheduled Funded Debt Payments for the four fiscal quarter
period ending December 31, 2003 shall be calculated as Consolidated Scheduled
Funded Debt Payments for the fiscal quarter period ending December 31, 2003
multiplied by four, (2) Consolidated Scheduled Funded Debt Payments for the four
fiscal quarter period ending March 31, 2004 shall be calculated as Consolidated
Funded Debt Payments for the two fiscal quarter period ending March 31, 2004
multiplied by two and (3) and Consolidated Scheduled Funded Debt Payments for
the four fiscal quarter period ending June 30, 2004 shall be calculated as
Consolidated Scheduled Funded Debt Payments for the three fiscal quarter period
ending June 30, 2004 multiplied by one and one third.

         "Consolidated Working Capital" means, at any time, the excess of (i)
current assets (excluding cash and Cash Equivalents) of the Borrower and its
Subsidiaries on a consolidated basis at such time over (ii) current liabilities
of the Borrower and its Subsidiaries on a consolidated basis at such time, all
as determined in accordance with GAAP.

         "Consolidating" means consolidating financial statements of the
Borrower and its Subsidiaries in the form provided to senior management of the
Borrower in the ordinary course of business.

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

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

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

         "Data Centers" means those leased properties identified on Schedule
1.01(a) attached hereto.

         "Debt Issuance" means the issuance by the Borrower or any Subsidiary of
any Indebtedness other than Indebtedness permitted under Section 8.03(b), (c),
(d), (e), (f) and (g).

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

                                        7
<PAGE>

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

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

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

         "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any Sale and Leaseback Transaction) of any Property
by the Borrower or any Subsidiary (including the Capital Stock of any
Subsidiary), including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith, but excluding (i) the sale, lease, license, transfer or
other disposition of inventory in the ordinary course of business of the
Borrower and its Subsidiaries, (ii) the sale, lease, license, transfer or other
disposition of machinery and equipment no longer used or useful in the conduct
of business of the Borrower and its Subsidiaries, (iii) any sale, lease,
license, transfer or other disposition of Property by the Borrower or any
Subsidiary to any Loan Party, provided that the Loan Parties shall cause to be
executed and delivered such documents, instruments and certificates as the
Administrative Agent may request so as to cause the Loan Parties to be in
compliance with the terms of Section 7.14 after giving effect to such
transaction, (iv) any Involuntary Disposition by the Borrower or any Subsidiary,
(v) any Disposition by the Borrower or any Subsidiary to the extent constituting
a Permitted Investment, (vi) any sale, lease, license, transfer or other
disposition of Property by any Foreign Subsidiary to another Foreign Subsidiary
and (vii) the sale, transfer or other disposition of the assets or Capital Stock
of any Inactive Subsidiary to any Loan Party.

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

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

         "Earn Out Obligations" means, with respect to an Acquisition, all
obligations of the Borrower or any Subsidiary to make earn out or other
contingency payments pursuant to the documentation relating to such Acquisition.
The amount of any Earn Out Obligation shall be deemed to be the aggregate
liability in respect thereof as recorded on the balance sheet of the Borrower
and its Subsidiaries in accordance with GAAP.

         "Eligible Assets" means Property that is used or useful in the same or
a similar line of business as the Borrower and its Subsidiaries were engaged in
on the Closing Date (or any reasonable extensions or expansions thereof).

         "Eligible Assignee" has the meaning specified in Section 11.07(g).

         "Environmental Laws" means any and all federal, state, local, foreign
and other applicable statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants,

                                        8
<PAGE>

franchises, licenses, agreements or governmental restrictions relating to
pollution and the protection of the environment or the release of any materials
into the environment, including those related to hazardous substances or wastes,
air emissions and discharges to waste or public systems.

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

         "Equity Issuance" means any issuance by the Borrower or any Subsidiary
to any Person of shares of its Capital Stock, other than (a) any issuance of
shares of its Capital Stock pursuant to the exercise of options or warrants, (b)
any issuance of shares of its Capital Stock pursuant to the conversion of any
debt securities to equity or the conversion of any class equity securities to
any other class of equity securities, (c) any issuance of options or warrants
relating to its Capital Stock, and (d) any issuance by the Borrower of shares of
its Capital Stock as consideration for a Permitted Acquisition. The term "Equity
Issuance" shall not be deemed to include any Disposition.

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

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

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

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

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

                                        9
<PAGE>

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

                  (c)      if the rates referenced in the preceding clauses (a)
         and (b) are not available, the rate per annum (rounded upward to the
         next 1/100th of 1%) determined by the Administrative Agent as the rate
         of interest at which deposits in Dollars for delivery on the first day
         of such Interest Period in same day funds in the approximate amount of
         the Eurodollar Rate Loan being made, continued or converted by Bank of
         America and with a term equivalent to such Interest Period would be
         offered by Bank of America's London Branch to major banks in the London
         interbank eurodollar market at their request at approximately 4:00 p.m.
         (London time) two Business Days prior to the first day of such Interest
         Period.

         "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent to
be equal to the quotient obtained by dividing (a) the Eurodollar Base Rate for
such Eurodollar Loan for such Interest Period by (b) one minus the Eurodollar
Reserve Percentage for such Eurodollar Loan for such Interest Period.

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

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

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

         "Excess Cash Flow" means, for any period for the Borrower and its
Subsidiaries, an amount equal to the sum of (a) Consolidated EBITDA minus (b)
Consolidated Capital Expenditures paid in cash minus (c) any cash consideration
paid in connection with a Permitted Acquisition, minus (d) any Earn Out
Obligation paid in cash minus (e) the cash portion of Consolidated Interest
Expense minus (f) cash taxes paid minus (g) Consolidated Scheduled Funded Debt
Payments minus (h) the amount of any voluntary prepayments made on the Term Loan
during such period minus (i) increases in Consolidated Working Capital plus (j)
decreases in Consolidated Working Capital, in each case on a consolidated basis
determined in accordance with GAAP.

         "Excluded Property" means, with respect to any Loan Party, including
any Person that becomes a Loan Party after the Closing Date as contemplated by
Section 7.12, (a) any owned or leased real or personal Property which is located
outside of the United States unless requested by the Administrative Agent or the
Required Lenders, (b) any personal Property (including, without limitation,
motor vehicles) in respect of which perfection of a Lien is not either (i)
governed by the Uniform Commercial Code or (ii) effected by appropriate evidence
of the Lien being filed in either the United States Copyright Office or the
United States Patent and Trademark Office, unless requested by the
Administrative Agent or the Required Lenders, (c) any Property which, subject to
the terms of Section 8.09, is subject to a Lien of the type

                                       10
<PAGE>

described in Section 8.01(i) pursuant to documents which prohibit such Loan
Party from granting any other Liens in such Property and (d) any leased real
property (other than the Data Centers).

         "Existing Letters of Credit" means the letters of credit described by
date of issuance, letter of credit number, undrawn amount, name of beneficiary
and date of expiry on Schedule 1.01(b).

         "Existing Senior Notes" means those 9.50% senior unsecured notes of the
Borrower due February 15, 2005 in an aggregate outstanding principal amount of
$160,000,000.

         "Extension Maturity Date" has the meaning specified in Section 2.14(b).

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

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

         "Fee Letter" means the letter agreement, dated August 4, 2003 among the
Borrower, the Administrative Agent, BAS, Wachovia Bank, National Association and
Wachovia Capital Markets, LLC.

         "First-Tier Foreign Subsidiary" means each Foreign Subsidiary that is
owned directly by the Borrower or a Guarantor.

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

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

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

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

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

                  (b)      all purchase money Indebtedness;

                  (c)      all obligations arising under letters of credit
         (including standby and commercial), bankers' acceptances, bank
         guaranties, surety bonds and similar instruments (less the amount of
         cash collateral securing the same);

                                       11
<PAGE>

                  (d)      all obligations in respect of the deferred purchase
         price of property or services (other than trade accounts payable in the
         ordinary course of business), including without limitation, any Earn
         Out Obligations;

                  (e)      the Attributable Indebtedness of Capital Leases and
         Synthetic Leases;

                  (f)      the Attributable Indebtedness of Securitization
         Transactions;

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

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

                  (i)      all Indebtedness of the types referred to in clauses
         (a) through (h) above of any partnership or joint venture (other than a
         joint venture that is itself a corporation or limited liability
         company) in which such Person is a general partner or joint venturer,
         but only to the extent such Indebtedness is recourse to such Person.

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

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

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

         "Greenville Processing Center" means that certain processing center of
the Borrower located at located at 8401 Jack Finney Blvd. in Greenville, Texas.

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

                                       12
<PAGE>

deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good
faith. The term "Guarantee" as a verb has a corresponding meaning.

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

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

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

         "Honor Date" has the meaning set forth in Section 2.03(c).

         "Immaterial Foreign Subsidiary" means, at any time, any First-Tier
Foreign Subsidiary which does not on a consolidated basis with its Subsidiaries
(i) have revenues for the most recently ended four fiscal quarter period
constituting 5.0% or more of total revenues of the Borrower and its Subsidiaries
on a consolidated basis for such period, (ii) together with the other First-Tier
Foreign Subsidiaries (and Subsidiaries of such First-Tier Subsidiaries) with
respect to which the Administrative Agent has not received a pledge of 65% of
the Capital Stock of such First-Tier Foreign Subsidiaries, have aggregate
revenues for the most recently ended four fiscal quarter period constituting 10%
or more of total revenues of the Borrower and its Subsidiaries on a consolidated
basis for such period, (iii) own assets constituting 5.0% or more of the total
assets of the Borrower and its Subsidiaries on a consolidated basis and (iv)
together with all other First-Tier Foreign Subsidiaries (and Subsidiaries of
such First Tier Subsidiaries) with respect to which the Administrative Agent has
not received a pledge of 65% of the Capital Stock of such First-Tier Foreign
Subsidiaries, have aggregate assets constituting 10% or more of the total assets
of the Borrower and its Subsidiaries on a consolidated basis.

         "Inactive Subsidiaries" means Imonics Corporation, a Georgia
corporation and IIH, LLC, a Delaware limited liability company, and "Inactive
Subsidiary" means any one of them.

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

                  (a)      all Funded Indebtedness;

                  (b)      net obligations under any Swap Contract;

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

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

                                       13
<PAGE>

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

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

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

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

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

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

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

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

                           (iv)     with respect to the Term Loan, the first
                  Interest Period commencing in September of 2003 shall end on
                  September 30, 2003.

         "Interim Financial Statements" has the meaning set forth in Section
5.01(c).

         "Internal Revenue Code" means the Internal Revenue Code of 1986.

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

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

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

                                       14
<PAGE>

         "IRS" means the United States Internal Revenue Service.

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

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

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

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

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

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

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

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

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

         "Letter of Credit" means (a) any letter of credit issued hereunder and
(b) any Existing Letter of Credit. A Letter of Credit may be a commercial letter
of credit or a standby letter of credit.

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

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

         "Letter of Credit Sublimit" means an amount equal to the lesser of (a)
the Aggregate Revolving Commitments and (b) $5,000,000. The Letter of Credit
Sublimit is part of, and not in addition to, the Aggregate Revolving
Commitments.

                                       15
<PAGE>

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

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

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

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

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

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

         "Maturity Date" (a) as to the Revolving Loans, Swing Line Loans and
Letters of Credit (and the related L/C Obligations), September 11, 2006 as may
be extended pursuant to Section 2.14 and (b) as to the Term Loan, September 11,
2008.

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

         "Mortgaged Property" means any real property that is owned or leased by
a Loan Party and is subject to a Mortgage.

         "Mortgages" means the mortgages, deeds of trust or deeds to secure debt
that purport to grant to the Administrative Agent a security interest in the fee
interest and/or leasehold interests of any Loan Party in (i) each of the real
properties designated as a "Mortgaged Property" on Schedule 6.20(a) and (ii)
each real property (other than Excluded Property) acquired or leased by a Loan
Party subsequent to the Closing Date, as the same may be amended, modified,
restated or supplemented from time to time.

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

         "Net Cash Proceeds" means the aggregate cash or Cash Equivalents
proceeds received by the Borrower or any Subsidiary in respect of any
Disposition, Equity Issuance, Debt Issuance or Involuntary Disposition, net of
(a) direct costs incurred in connection therewith (including, without
limitation, legal,

                                       16
<PAGE>

accounting and investment banking fees, and sales commissions), (b) taxes paid
or payable as a result thereof and (c) in the case of any Disposition, the
amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking
senior to any Lien of the Administrative Agent) on the related Property; it
being understood that "Net Cash Proceeds" shall include, without limitation, any
cash or Cash Equivalents received upon the sale or other disposition of any
non-cash consideration received by the Borrower or any Subsidiary in any
Disposition, Equity Issuance, Debt Issuance or Involuntary Disposition.

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

         "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against any
Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding. The foregoing
shall also include any Swap Contract between any Loan Party and any Lender or
Affiliate of a Lender.

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

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

         "P-1 Business" means the facility-wide computerized clinical patient
record/computerized physician order entry software product line sold by the
Borrower and PST Products, LLC to Misys Hospital Systems, Inc., a division of
Misys plc (London: MSY.L), on July 28, 2003.

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

         "PBGC" means the Pension Benefit Guaranty Corporation.

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

                                       17
<PAGE>

described in Section 4064(a) of ERISA, has made contributions at any time during
the immediately preceding five plan years.

         "Permitted Acquisitions" means Investments consisting of an Acquisition
by the Borrower or any Subsidiary of the Borrower, provided that (i) the
Property acquired (or the Property of the Person acquired) in such Acquisition
is used or useful in the same or a similar line of business as the Borrower and
its Subsidiaries were engaged in on the Closing Date (or any reasonable
extensions or expansions thereof), (ii) in the case of an Acquisition of the
Capital Stock of another Person, the Person acquired shall become either a
direct Domestic Subsidiary of a Loan Party or an Immaterial Foreign Subsidiary,
(iii) promptly, and in any event not later than thirty (30) days, following the
consummation of such Acquisition, the Administrative Agent shall have received
all items in respect of the Capital Stock or Property acquired in such
Acquisition required to be delivered by the terms of Section 7.12 and/or Section
7.14, (iv) in the case of an Acquisition of the Capital Stock of another Person,
the board of directors (or other comparable governing body) of such other Person
shall have duly approved such Acquisition, (v) the Borrower shall have delivered
to the Administrative Agent a Pro Forma Compliance Certificate demonstrating
that, upon giving effect to such Acquisition on a Pro Forma Basis, the Loan
Parties would be in compliance with the financial covenants set forth in Section
8.11 as of the most recent fiscal quarter for which the Borrower has delivered
financial statements pursuant to Section 7.01(a) or (b), (vi) the
representations and warranties made by the Loan Parties in any Loan Document
shall be true and correct in all material respects at and as if made as of the
date of such Acquisition (after giving effect thereto) except to the extent such
representations and warranties expressly relate to an earlier date, (vii) if
such transaction involves the purchase of an interest in a partnership between
the Borrower (or a Subsidiary of the Borrower) as a general partner and entities
unaffiliated with the Borrower or such Subsidiary as the other partners, such
transaction shall be effected by having such equity interest acquired by a
corporate holding company directly or indirectly wholly-owned by the Borrower
newly formed for the sole purpose of effecting such transaction, (viii)
immediately after giving effect to such Acquisition, the Borrower shall have a
combination of at least $10,000,000 of availability existing under the Aggregate
Revolving Commitments and unrestricted cash on its balance sheet, and (ix) the
aggregate consideration (including cash and non-cash consideration, any
assumption of Indebtedness, deferred purchase price and any Earn Out
Obligations) for all such Acquisitions occurring during any fiscal year shall
not exceed (a) if the Consolidated Leverage Ratio (calculated on a Pro Forma
Basis after giving effect to such Acquisition) is greater than or equal to 2.0
to 1.0, the sum of (x) an amount equal to 25% of Consolidated EBITDA for the
most recently ended fiscal year plus (y) any available Asset Reinvestment
Proceeds, (b) if the Consolidated Leverage Ratio (calculated on a Pro Forma
Basis after giving effect to such Acquisition) is less than 2.0 to 1.0 but
greater than or equal to 1.5 to 1.0, the sum of (x) an amount equal to 50% of
Consolidated EBITDA for the most recently ended fiscal year plus (y) any
available Asset Reinvestment Proceeds or (c) if the Consolidated Leverage Ratio
(calculated on a Pro Forma Basis after giving effect to such Acquisition) is
less than 1.5 to 1.0, the sum of (x) an amount equal to 75% of Consolidated
EBITDA for the most recently ended fiscal year plus (y) any available Asset
Reinvestment Proceeds; provided, however, that up to 50% of the unused amount
for Permitted Acquisitions in any fiscal year (excluding any carry forward
available from any prior fiscal year) may be carried forward to the next fiscal
year for Permitted Acquisitions. For purposes of this definition, "Asset
Reinvestment Proceeds" means, as of any date of determination, the amount of the
Net Cash Proceeds from Dispositions and Involuntary Dispositions that is
available to the Borrower for reinvestment in Eligible Assets in accordance with
Section 2.05(b)(ii); provided, however, the aggregate amount of Asset
Reinvestment Proceeds used as consideration for all Acquisitions consummated
subsequent to the Closing Date shall not exceed $40,000,000.

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

                                       18
<PAGE>

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

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

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

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

         "Pro Forma Basis" means, for purposes of calculating the Consolidated
Leverage Ratio (including for purposes of determining the Applicable Rate), that
any Disposition, Involuntary Disposition or Acquisition shall be deemed to have
occurred as of the first day of the most recent four fiscal quarter period
preceding the date of such transaction for which the Borrower has delivered
financial statements pursuant to Section 7.01(a) or (b). In connection with the
foregoing, (a) with respect to any Disposition or Involuntary Disposition,
income statement and cash flow statement items (whether positive or negative)
attributable to the Property disposed of shall be excluded to the extent
relating to any period occurring prior to the date of such transaction and (b)
with respect to any Acquisition, income statement items (whether positive or
negative) attributable to the Person or Property acquired shall be included to
the extent relating to any period applicable in such calculations to the extent
(i) such items are not otherwise included in such income statement items for the
Borrower and its Subsidiaries in accordance with GAAP or in accordance with any
defined terms set forth in Section 1.01 and (ii) such items are supported by
audited financial statements or other information reasonably satisfactory to the
Administrative Agent. In connection with any calculation made hereunder on a Pro
Forma Basis, such calculation shall be made in accordance with Article 11 of
Regulation S-X promulgated under the Securities Act (to the extent applicable);
provided that any adjustments in accordance with Regulation S-X must be verified
as being done in accordance with GAAP by independent third party accountants of
recognized national standing.

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

         "Pro Rata Share" means, as to each Lender at any time, (a) with respect
to such Lender's Revolving Commitment at any time, a fraction (expressed as a
percentage, carried out to the ninth decimal place), the numerator of which is
the amount of the Revolving Commitment of such Lender at such time and the
denominator of which is the amount of the Aggregate Revolving Commitments at
such time; provided that if the commitment of each Lender to make Revolving
Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have
been terminated pursuant to Section 9.02, then the Pro Rata Share of each Lender
shall be determined based on the Pro Rata Share of such Lender immediately prior
to such termination and after giving effect to any subsequent assignments made
pursuant to the terms hereof, and (b) with respect to such Lender's outstanding
Term Loan at any time, a fraction (expressed as a percentage, carried out to the
ninth decimal place), the numerator of which is the principal amount of the Term
Loan held by such Lender at such time and the denominator of which is the
aggregate principal amount of the Term Loan at such time. The initial Pro Rata
Share of each Lender is set forth

                                       19
<PAGE>

opposite the name of such Lender on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.

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

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

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

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

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

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

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any Capital Stock of the
Borrower or any Subsidiary, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any such Capital Stock or of any option, warrant or other right to acquire any
such Capital Stock.

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

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

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

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

         "Sale and Leaseback Transaction" means, with respect to the Borrower or
any Subsidiary, any arrangement, directly or indirectly, with any person whereby
the Borrower or such Subsidiary shall sell or

                                       20
<PAGE>

transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property that it intends to use for substantially the same purpose or
purposes as the property being sold or transferred.

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

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

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

         "Solvent" or "Solvency" means, with respect to any Person as of a
particular date, that on such date (a) such Person is able to pay its debts and
other liabilities, contingent obligations and other commitments as they mature
in the ordinary course of business, (b) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature in their ordinary course,
(c) such Person is not engaged in a business or a transaction, and is not about
to engage in a business or a transaction, for which such Person's Property would
constitute unreasonably small capital after giving due consideration to the
prevailing practice in the industry in which such Person is engaged or is to
engage, (d) the fair value of the Property of such Person is greater than the
total amount of liabilities, including, without limitation, contingent
liabilities, of such Person and (e) the present fair salable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured. In computing the amount of contingent liabilities at any time, it is
intended that such liabilities will be computed at the amount which, in light of
all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability.

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

         "Subordinated Indebtedness" means any Indebtedness of the Borrower
which by its terms is expressly subordinated in right of payment to the prior
payment of the Obligations under this Agreement and the other Loan Documents
containing terms and conditions (including without limitation the subordination
provisions) reasonably satisfactory to the Administrative Agent.

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar

                                       21
<PAGE>

transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

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

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

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

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

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

         "Swing Line Sublimit" means an amount equal to the lesser of (a)
$5,000,000 and (b) the Aggregate Revolving Commitments. The Swing Line Sublimit
is part of, and not in addition to, the Aggregate Revolving Commitments.

         "Synthetic Lease" means any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing arrangement
whereby the arrangement is considered borrowed money indebtedness for tax
purposes but is classified as an operating lease or does not otherwise appear on
the balance sheet under GAAP.

         "Term Loan" has the meaning specified in Section 2.01(b).

         "Term Loan Commitment" means, as to each Lender, its obligation to make
its portion of the Term Loan to the Borrower pursuant to Section 2.01(b), in the
principal amount set forth opposite such Lender's name on Schedule 2.01. The
aggregate principal amount of the Term Loan Commitments of all of the Lenders as
in effect on the Closing Date is ONE HUNDRED TWENTY FIVE MILLION DOLLARS
($125,000,000).

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

         "Threshold Amount" means $1,000,000.

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

                                       22
<PAGE>

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

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

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

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

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

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

1.02     Other Interpretive Provisions.

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

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

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

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

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

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

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

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

                                       23
<PAGE>

1.03     Accounting Terms.

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

         (b)      The Borrower will provide a written summary of material
changes in GAAP and in the consistent application thereof with each annual and
quarterly Compliance Certificate delivered in accordance with Section 7.02(b).
If at any time any change in GAAP would affect the computation of any financial
ratio or requirement set forth in any Loan Document, and either the Borrower or
the Required Lenders shall so request, the Administrative Agent, the Lenders and
the Borrower shall negotiate in good faith to amend such ratio or requirement to
preserve the original intent thereof in light of such change in GAAP (subject to
the approval of the Required Lenders); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP prior
to such change therein and (ii) the Borrower shall provide to the Administrative
Agent and the Lenders financial statements and other documents required under
this Agreement or as reasonably requested hereunder setting forth a
reconciliation between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP.

         (c)      Notwithstanding the above, the parties hereto acknowledge and
agree that all calculations of the Consolidated Leverage Ratio (including for
purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis.

1.04     Rounding.

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

1.05     References to Agreements and Laws.

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

1.06     Times of Day.

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

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<PAGE>

1.07     Letter of Credit Amounts.

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

                                   ARTICLE II

                      THE COMMITMENTS AND CREDIT EXTENSIONS

2.01     Revolving Loans and Term Loan.

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

         (b)      Term Loan. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make its portion of a term loan (the
"Term Loan") to the Borrower in Dollars on the Closing Date in an amount not to
exceed ninety nine percent (99%) of such Lender's Term Loan Commitment. Amounts
repaid or prepaid on the Term Loan may not be reborrowed. The Term Loan may
consist of Base Rate Loans or Eurodollar Rate Loans, as further provided herein;
provided, however, all Borrowings made on the Closing Date shall be made as Base
Rate Loans.

2.02     Borrowings, Conversions and Continuations of Loans.

         (a)      Each Borrowing, each conversion of Loans from one Type to the\
other, and each continuation of Eurodollar Rate Loans shall be made upon the
Borrower's irrevocable notice to the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Administrative Agent not
later than 11:00 a.m. (i) three Business Days prior to the requested date of any
Borrowing of, conversion to or continuation of, Eurodollar Rate Loans or of any
conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the
requested date of any Borrowing of Base Rate Loans. Each telephonic notice by
the Borrower pursuant to this Section 2.02(b) must be confirmed promptly by
delivery to the Administrative Agent of a written Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower. Each Borrowing
of, conversion to or continuation of Eurodollar Rate Loans shall be in a
principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess
thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of
or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a
whole multiple of $100,000 in excess thereof. Each Loan Notice (whether
telephonic or written) shall specify (i) whether the Borrower is requesting a
Borrowing, a conversion of Loans from one Type to the other, or a continuation
of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion
or continuation, as the case may be (which

                                       25
<PAGE>

shall be a Business Day), (iii) the principal amount of Loans to be borrowed,
converted or continued, (iv) the Type of Loans to be borrowed or to which
existing Loans are to be converted, and (v) if applicable, the duration of the
Interest Period with respect thereto. If the Borrower fails to specify a Type of
a Loan in a Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Loans shall be made
as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate
Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurodollar Rate Loans. If the Borrower
requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans
in any Loan Notice, but fails to specify an Interest Period, it will be deemed
to have specified an Interest Period of one month.

         (b)      Following receipt of a Loan Notice, the Administrative Agent
shall promptly notify each Lender of the amount of its Pro Rata Share of the
applicable Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify each Lender of
the details of any automatic conversion to Base Rate Loans as described in the
preceding subsection. In the case of a Borrowing, each Lender shall make the
amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent's Office not later than 1:00 p.m. on
the Business Day specified in the applicable Loan Notice. Upon satisfaction of
the applicable conditions set forth in Section 5.02 (and, if such Borrowing is
the initial Credit Extension, Section 5.01), the Administrative Agent shall make
all funds so received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to the
Administrative Agent by the Borrower; provided, however, that if, on the date of
a Borrowing of Revolving Loans, there are L/C Borrowings outstanding, then the
proceeds of such Borrowing shall be applied, first, to the payment in full of
any such L/C Borrowings, and second, to the Borrower as provided above.

         (c)      Except as otherwise provided herein, a Eurodollar Rate Loan
may be continued or converted only on the last day of the Interest Period for
such Eurodollar Rate Loan. During the existence of a Default or Event of
Default, no Loans may be requested as, converted to or continued as Eurodollar
Rate Loans without the consent of the Required Lenders, and the Required Lenders
may demand that any or all of the then outstanding Eurodollar Rate Loans be
converted immediately to Base Rate Loans.

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

         (e)      After giving effect to all Borrowings, all conversions of
Loans from one Type to the other, and all continuations of Loans as the same
Type, there shall not be more than 5 Interest Periods in effect with respect to
Revolving Loans and 1 Interest Period in effect with respect to the Term Loan.

2.03     Letters of Credit.

         (a)      The Letter of Credit Commitment.

                  (i)      Subject to the terms and conditions set forth herein,
         (A) the L/C Issuer agrees, in reliance upon the agreements of the other
         Lenders with a Revolving Commitment set forth in this Section 2.03, (1)
         from time to time on any Business Day during the period from the
         Closing Date until the Letter of Credit Expiration Date, to issue
         Letters of Credit in Dollars for the account of

                                       26
<PAGE>

         the Borrower or any of its Subsidiaries, and to amend or renew Letters
         of Credit previously issued by it, in accordance with subsection (b)
         below, and (2) to honor drafts under the Letters of Credit; and (B) the
         Lenders with a Revolving Commitment severally agree to participate in
         Letters of Credit issued for the account of the Borrower; provided that
         the L/C Issuer shall not be obligated to make any L/C Credit Extension
         with respect to any Letter of Credit, and no Lender with a Revolving
         Commitment shall be obligated to participate in any Letter of Credit if
         as of the date of such L/C Credit Extension, (x) the Total Revolving
         Outstandings would exceed the Aggregate Revolving Commitments, (y) the
         aggregate Outstanding Amount of the Revolving Loans of any Lender, plus
         such Lender's Pro Rata Share of the Outstanding Amount of all L/C
         Obligations, plus such Lender's Pro Rata Share of the Outstanding
         Amount of all Swing Line Loans would exceed such Lender's Revolving
         Commitment or (z) the Outstanding Amount of the L/C Obligations would
         exceed the Letter of Credit Sublimit. Within the foregoing limits, and
         subject to the terms and conditions hereof, the Borrower's ability to
         obtain Letters of Credit shall be fully revolving, and accordingly the
         Borrower may, during the foregoing period, obtain Letters of Credit to
         replace Letters of Credit that have expired or that have been drawn
         upon and reimbursed. Furthermore, each Lender with a Revolving
         Commitment acknowledges and confirms that it has a participation
         interest in the liability of the L/C Issuer under each Existing Letter
         of Credit in a percentage equal to its Pro Rata Share of Revolving
         Loans. The Borrower's reimbursement obligations in respect of each
         Existing Letter of Credit, and each Lender's obligations in connection
         therewith, shall be governed by the terms of this Agreement.

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

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

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

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

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

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

                  (iii)    The L/C Issuer shall be under no obligation to amend
         any Letter of Credit if (A) the L/C Issuer would have no obligation at
         such time to issue such Letter of Credit in its amended

                                       27
<PAGE>

         form under the terms hereof, or (B) the beneficiary of such Letter of
         Credit does not accept the proposed amendment to such Letter of Credit.

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

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

                  (i)      Each Letter of Credit shall be issued or amended, as
         the case may be, upon the request of the Borrower delivered to the L/C
         Issuer (with a copy to the Administrative Agent) in the form of a
         Letter of Credit Application, appropriately completed and signed by a
         Responsible Officer of the Borrower. Such Letter of Credit Application
         must be received by the L/C Issuer and the Administrative Agent not
         later than 11:00 a.m. at least five (5) Business Days (or such later
         date and time as the L/C Issuer may agree in a particular instance in
         its sole discretion) prior to the proposed issuance date or date of
         amendment, as the case may be. In the case of a request for an initial
         issuance of a Letter of Credit, such Letter of Credit Application shall
         specify in form and detail satisfactory to the L/C Issuer: (A) the
         proposed issuance date of the requested Letter of Credit (which shall
         be a Business Day); (B) the amount thereof; (C) the expiry date
         thereof; (D) the name and address of the beneficiary thereof; (E) the
         documents to be presented by such beneficiary in case of any drawing
         thereunder; (F) the full text of any certificate to be presented by
         such beneficiary in case of any drawing thereunder; and (G) such other
         matters as the L/C Issuer may require. In the case of a request for an
         amendment of any outstanding Letter of Credit, such Letter of Credit
         Application shall specify in form and detail satisfactory to the L/C
         Issuer (A) the Letter of Credit to be amended; (B) the proposed date of
         amendment thereof (which shall be a Business Day); (C) the nature of
         the proposed amendment; and (D) such other matters as the L/C Issuer
         may require.

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

                  (iii)    If the Borrower so requests in any applicable Letter
         of Credit Application, the L/C Issuer may, in its sole and absolute
         discretion, agree to issue a Letter of Credit that has automatic
         renewal provisions (each, an "Auto-Renewal Letter of Credit"); provided
         that any such Auto-Renewal Letter of Credit must permit the L/C Issuer
         to prevent any such renewal at least once in each twelve-month period
         (commencing with the date of issuance of such Letter of Credit) by
         giving prior notice to the beneficiary thereof not later than a day
         (the "Nonrenewal

                                       28
<PAGE>

         Notice Date") in each such twelve-month period to be agreed upon at the
         time such Letter of Credit is issued. Unless otherwise directed by the
         L/C Issuer, the Borrower shall not be required to make a specific
         request to the L/C Issuer for any such renewal. Once an Auto-Renewal
         Letter of Credit has been issued, the Lenders shall be deemed to have
         authorized (but may not require) the L/C Issuer to permit the renewal
         of such Letter of Credit at any time to an expiry date not later than
         the Letter of Credit Expiration Date; provided, however, that the L/C
         Issuer shall not permit any such renewal if (A) the L/C Issuer has
         determined that it would have no obligation at such time to issue such
         Letter of Credit in its renewed form under the terms hereof (by reason
         of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has
         received notice (which may be by telephone or in writing) on or before
         the day that is five Business Days before the Nonrenewal Notice Date
         (1) from the Administrative Agent that the Required Lenders have
         elected not to permit such renewal or (2) from the Administrative
         Agent, any Lender or the Borrower that one or more of the applicable
         conditions specified in Section 5.02 is not then satisfied.

                  (iv)     Promptly after its delivery of any Letter of Credit
         or any amendment to a Letter of Credit to an advising bank with respect
         thereto or to the beneficiary thereof, the L/C Issuer will also deliver
         to the Borrower and the Administrative Agent a true and complete copy
         of such Letter of Credit or amendment.

         (c)      Drawings and Reimbursements; Funding of Participations.

                  (i)      Upon receipt from the beneficiary of any Letter of
         Credit of any notice of drawing under such Letter of Credit, the L/C
         Issuer shall notify the Borrower and the Administrative Agent thereof.
         Not later than 11:00 a.m. on the date of any payment by the L/C Issuer
         under a Letter of Credit (or, if such payment by the L/C Issuer is made
         after 11:00 a.m., not later than 9:00 a.m. the next succeeding Business
         Day) (each such date, an "Honor Date"), the Borrower shall reimburse
         the L/C Issuer through the Administrative Agent in an amount equal to
         the amount of such drawing. If the Borrower fails to so reimburse the
         L/C Issuer by such time, the Administrative Agent shall promptly notify
         each Lender with a Revolving Commitment of the Honor Date, the amount
         of the unreimbursed drawing (the "Unreimbursed Amount"), and the amount
         of such Lender's Pro Rata Share thereof. In such event, the Borrower
         shall be deemed to have requested a Borrowing of Base Rate Loans to be
         disbursed on the Honor Date in an amount equal to the Unreimbursed
         Amount, without regard to the minimum and multiples specified in
         Section 2.02 for the principal amount of Base Rate Loans, but subject
         to the amount of the unutilized portion of the Aggregate Revolving
         Commitments and the conditions set forth in Section 5.02 (other than
         the delivery of a Loan Notice). Any notice given by the L/C Issuer or
         the Administrative Agent pursuant to this Section 2.03(c)(i) may be
         given by telephone if immediately confirmed in writing; provided that
         the lack of such an immediate confirmation shall not affect the
         conclusiveness or binding effect of such notice.

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

                  (iii)    With respect to any Unreimbursed Amount that is not
         fully refinanced by a Borrowing of Base Rate Loans because the
         conditions set forth in Section 5.02 cannot be satisfied

                                       29
<PAGE>

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

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

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

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

         (d)      Repayment of Participations.

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

                  (ii)     If any payment received by the Administrative Agent
         for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
         required to be returned under any of the circumstances described in
         Section 11.06 (including pursuant to any settlement entered into by the
         L/C Issuer in

                                       30
<PAGE>

         its discretion), each Lender with a Revolving Commitment shall pay to
         the Administrative Agent for the account of the L/C Issuer its Pro Rata
         Share thereof on demand of the Administrative Agent, plus interest
         thereon from the date of such demand to the date such amount is
         returned by such Lender, at a rate per annum equal to the Federal Funds
         Rate from time to time in effect.

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

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

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

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

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

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

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

         (f)      Role of L/C Issuer. Each Lender and the Borrower agree that,
in paying any drawing under a Letter of Credit, the L/C Issuer shall not have
any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the
L/C Issuer, any Agent-Related Person nor any of the respective correspondents,
participants or assignees of the L/C Issuer shall be liable to any Lender for
(i) any action taken or omitted in connection herewith at the request or with
the approval of the Lenders or the Required Lenders, as applicable; (ii) any
action taken or omitted in the absence of gross negligence or

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<PAGE>

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

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

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

         (i)      Letter of Credit Fees. The Borrower shall pay to the
Administrative Agent for the account of each Lender in accordance with its Pro
Rata Share (i) a Letter of Credit fee for each commercial Letter of Credit equal
to the Applicable Rate times the daily maximum amount available to be drawn
under such Letter of Credit (whether or not such maximum amount is then in
effect under such Letter of Credit) and (ii) a Letter of Credit fee for each
standby Letter of Credit equal to the Applicable Rate times the daily maximum
amount available to be drawn under such Letter of Credit (whether or not such
maximum amount is then in effect under such Letter of Credit). Such letter of
credit fees shall be computed on a quarterly basis in arrears. Such letter of
credit fees shall be due and payable on the first

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<PAGE>

Business Day after the end of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If
there is any change in the Applicable Rate during any quarter, the daily maximum
amount of each Letter of Credit shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.

         (j)      Fronting Fee and Documentary and Processing Charges Payable to
L/C Issuer. Other than with respect to the Existing Letters of Credit, the
Borrower shall pay directly to the L/C Issuer for its own account (i) a one time
fronting fee for each commercial Letter of Credit equal to 1/8 of 1% times the
amount of such commercial Letter of Credit, due and payable at the time of
issuance and (ii) a fronting fee with respect to each standby Letter of Credit
in an amount equal to 1/8 of 1% per annum on the daily maximum amount available
to be drawn thereunder (whether or not such maximum amount is then in effect
under such Letter of Credit), due and payable quarterly in arrears on the
Business Day immediately following the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
issuance of such standby Letter of Credit, and on the Letter of Credit
Expiration Date. In addition, the Borrower shall pay directly to the L/C Issuer
for its own account the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect. Such customary
fees and standard costs and charges are due and payable on demand and are
nonrefundable.

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

2.04     Swing Line Loans.

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

         (b)      Borrowing Procedures. Each Borrowing of Swing Line Loans shall
be made upon the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum principal amount of $250,000 and integral
multiples of $100,000 in excess thereof, and (ii) the requested borrowing date,
which shall be a Business Day. Each such

                                       33
<PAGE>

telephonic notice must be confirmed promptly by delivery to the Swing Line
Lender and the Administrative Agent of a written Swing Line Loan Notice,
appropriately completed and signed by a Responsible Officer of the Borrower.
Promptly after receipt by the Swing Line Lender of any telephonic Swing Line
Loan Notice, the Swing Line Lender will confirm with the Administrative Agent
(by telephone or in writing) that the Administrative Agent has also received
such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the
Administrative Agent (by telephone or in writing) of the contents thereof.
Unless the Swing Line Lender has received notice (by telephone or in writing)
from the Administrative Agent (including at the request of any Lender) prior to
2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A)
directing the Swing Line Lender not to make such Swing Line Loan as a result of
the limitations set forth in the proviso to the first sentence of Section
2.04(a), or (B) that one or more of the applicable conditions specified in
Article V is not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing
date specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Borrower.

         (c)      Refinancing of Swing Line Loans.

                  (i)      The Swing Line Lender at any time in its sole and
         absolute discretion may request, on behalf of the Borrower (which
         hereby irrevocably requests and authorizes the Swing Line Lender to so
         request on its behalf), that each Lender with a Revolving Commitment
         make a Base Rate Loan in an amount equal to such Lender's Pro Rata
         Share of the amount of Swing Line Loans then outstanding. Such request
         shall be made in writing (which written request shall be deemed to be a
         Loan Notice for purposes hereof) and in accordance with the
         requirements of Section 2.02, without regard to the minimum and
         multiples specified therein for the principal amount of Base Rate
         Loans, but subject to the unutilized portion of the Aggregate Revolving
         Commitments and the conditions set forth in Section 5.02. The Swing
         Line Lender shall furnish the Borrower with a copy of the applicable
         Loan Notice promptly after delivering such notice to the Administrative
         Agent. Each Lender with a Revolving Commitment shall make an amount
         equal to its Pro Rata Share of the amount specified in such Loan Notice
         available to the Administrative Agent in immediately available funds
         for the account of the Swing Line Lender at the Administrative Agent's
         Office not later than 1:00 p.m. on the day specified in such Loan
         Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so
         makes funds available shall be deemed to have made a Base Rate Loan to
         the Borrower in such amount. The Administrative Agent shall remit the
         funds so received to the Swing Line Lender.

                  (ii)     If for any reason any Swing Line Loan cannot be
         refinanced by such a Borrowing of Revolving Loans in accordance with
         Section 2.04(c)(i), the request for Base Rate Loans submitted by the
         Swing Line Lender as set forth herein shall be deemed to be a request
         by the Swing Line Lender that each of the Lenders with a Revolving
         Commitment fund its risk participation in the relevant Swing Line Loan
         and each Lender's payment to the Administrative Agent for the account
         of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed
         payment in respect of such participation.

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

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<PAGE>

         Administrative Agent) with respect to any amounts owing under this
         clause (iii) shall be conclusive absent manifest error.

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

         (d)      Repayment of Participations.

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

                  (ii)     If any payment received by the Swing Line Lender in
         respect of principal or interest on any Swing Line Loan is required to
         be returned by the Swing Line Lender under any of the circumstances
         described in Section 11.06 (including pursuant to any settlement
         entered into by the Swing Line Lender in its discretion), each Lender
         with a Revolving Commitment shall pay to the Swing Line Lender its Pro
         Rata Share thereof on demand of the Administrative Agent, plus interest
         thereon from the date of such demand to the date such amount is
         returned, at a rate per annum equal to the Federal Funds Rate. The
         Administrative Agent will make such demand upon the request of the
         Swing Line Lender.

         (e)      Interest for Account of Swing Line Lender. The Swing Line
Lender shall be responsible for invoicing the Borrower for interest on the Swing
Line Loans. Until each Lender funds its Revolving Loans that are Base Rate Loans
or risk participation pursuant to this Section 2.04 to refinance such Lender's
Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata
Share shall be solely for the account of the Swing Line Lender.

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

2.05     Prepayments.

         (a)      Voluntary Prepayments of Loans.

                  (i)      Revolving Loans and Term Loans. The Borrower may,
         upon notice from the Borrower to the Administrative Agent, at any time
         or from time to time voluntarily prepay Revolving Loans and the Term
         Loan in whole or in part without premium or penalty; provided that (A)
         such notice must be received by the Administrative Agent not later than
         11:00 a.m. on the date of prepayment of any such Loan; (B) any such
         prepayment of Eurodollar Rate Loans shall be in a principal amount of
         $1,000,000 or a whole multiple of $1,000,000 in excess thereof

                                       35
<PAGE>

         (or, if less, the entire principal amount thereof then outstanding);
         (C) any prepayment of Base Rate Loans shall be in a principal amount of
         $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if
         less, the entire principal amount thereof then outstanding) and (D) up
         to 50% of any prepayment of the Term Loan shall be applied to remaining
         principal amortization payments due within the next twelve months in
         direct order of maturity, and the remainder of such prepayment of the
         Term Loan shall be applied ratably to the remaining principal
         amortization payments. Each such notice shall specify the date and
         amount of such prepayment and the Type(s) of Loans to be prepaid. The
         Administrative Agent will promptly notify each Lender of its receipt of
         each such notice, and of the amount of such Lender's Pro Rata Share of
         such prepayment. If such notice is given by the Borrower, the Borrower
         shall make such prepayment and the payment amount specified in such
         notice shall be due and payable on the date specified therein. Any
         prepayment of a Eurodollar Rate Loan shall be accompanied by all
         accrued interest thereon, together with any additional amounts required
         pursuant to Section 3.05. Each such prepayment shall be applied to the
         Loans of the Lenders in accordance with their respective Pro Rata
         Shares.

                  (ii)     Swing Line Loans. The Borrower may, upon notice to
         the Swing Line Lender (with a copy to the Administrative Agent), at any
         time or from time to time, voluntarily prepay Swing Line Loans in whole
         or in part without premium or penalty; provided that (i) such notice
         must be received by the Swing Line Lender and the Administrative Agent
         not later than 1:00 p.m. on the date of the prepayment, and (ii) any
         such prepayment shall be in a minimum principal amount of $250,000 or a
         whole multiple of $100,000 in excess thereof (or, if less, the entire
         principal thereof then outstanding). Each such notice shall specify the
         date and amount of such prepayment. If such notice is given by the
         Borrower, the Borrower shall make such prepayment and the payment
         amount specified in such notice shall be due and payable on the date
         specified therein.

         (b)      Mandatory Prepayments of Loans.

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

                  (ii)     Dispositions and Involuntary Dispositions. The
         Borrower shall prepay the Loans and Cash Collateralize the L/C
         Obligations as hereafter provided in an aggregate amount equal to 100%
         of the Net Cash Proceeds of all Dispositions (other than Involuntary
         Dispositions) to the extent that the Net Cash Proceeds of all such
         Dispositions received in any fiscal year exceed $500,000 as follows:
         (a) 50% of such Net Cash Proceeds with respect to such Dispositions
         shall be applied to such prepayment immediately upon the Borrower's
         calculation of such Net Cash Proceeds (and in any event not later than
         45 days of receipt of such Net Cash Proceeds) and (B) to the extent the
         remaining amount of such Net Cash Proceeds are not reinvested in
         Eligible Assets within 365 days of the date of such Disposition, a
         prepayment in the amount of such remaining Net Cash Proceeds shall be
         immediately due and payable upon the expiration of such 365 day period.
         The Borrower shall prepay the Loans and Cash Collateralize the L/C
         Obligations as hereafter provided in an aggregate amount equal to 100%
         of the Net Cash Proceeds of all Involuntary Dispositions to the extent
         that the Net Cash Proceeds from any such Involuntary Disposition are
         not reinvested in Eligible Assets within 365 days of the date of such
         Involuntary Disposition. Any prepayment pursuant to this clause (ii)
         shall be applied as set forth in clause (vi) below.

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<PAGE>

                  (iii)    Excess Cash Flow. Within ninety days after the end of
         each fiscal year commencing with the fiscal year ending December 31,
         2004, the Borrower shall prepay the Loans and Cash Collateralize the
         L/C Obligations as hereafter provided in an aggregate amount equal to
         75% (if the Consolidated Leverage Ratio as of the end of such fiscal
         year is equal to or greater than 2.0 to 1.0) or 50% (if the
         Consolidated Leverage Ratio as of the end of such fiscal year is less
         than 2.0 to 1.0 but equal to or greater than 1.5 to 1.0) of Excess Cash
         Flow for such fiscal year; provided, however, if the Consolidated
         Leverage Ratio as of the last day of such fiscal year is less than 1.5
         to 1.0, then the Borrower shall not be required to make the foregoing
         payment for such fiscal year. Any prepayment pursuant to this clause
         (iii) shall be applied as set forth in clause (vi) below).

                  (iv)     Debt Issuances. Immediately upon receipt by the
         Borrower or any Subsidiary of the Net Cash Proceeds of any Debt
         Issuance, the Borrower shall prepay the Loans and Cash Collateralize
         the L/C Obligations as hereafter provided in an aggregate amount equal
         to 100% of such Net Cash Proceeds (such prepayment to be applied as set
         forth in clause (vi) below).

                  (v)      Equity Issuances. Immediately upon the receipt by the
         Borrower or any Subsidiary of the Net Cash Proceeds of any Equity
         Issuance, the Borrower shall prepay the Loans and Cash Collateralize
         the L/C Obligations in an aggregate amount equal to 100% of such Net
         Cash Proceeds; provided, however, if the Consolidated Leverage Ratio as
         of the last day of the most recently ended four fiscal quarter period
         for which the Borrower has delivered financial statements pursuant to
         Section 7.01(a) or (b) is less than 1.5 to 1.0, then the Borrower shall
         not be required to make the foregoing payment with respect to such
         Equity Issuance. Any such prepayment to be applied as set forth in
         clause (vi) below.

                  (vi)     Application of Mandatory Prepayments. All amounts
         required to be paid pursuant to this Section 2.05(b) shall be applied
         as follows:

                           (A)      with respect to all amounts prepaid pursuant
                  to Section 2.05(b)(i), to Revolving Loans and Swing Line Loans
                  and (after all Revolving Loans and all Swing Line Loans have
                  been repaid) to Cash Collateralize L/C Obligations;

                           (B)      with respect to all amounts prepaid pursuant
                  to Section 2.05(b)(ii), pro rata (in accordance with the
                  outstanding amounts thereof ) to the Term Loans (up to 50% of
                  any such prepayment applied to the remaining principal
                  amortization payments due within the next twelve months in
                  direct order of maturity and the remainder of such prepayment
                  applied ratably to the remaining principal amortization
                  payments) and the Revolving Loans, Swing Line Loans and L/C
                  Obligations (to the Revolving Loans and Swing Line Loans and
                  then (after all Revolving Loans and all Swing Line Loans have
                  been repaid) to Cash Collateralize L/C Obligations); and

                           (C)      with respect to all amounts prepaid pursuant
                  to Sections 2.05(b)(iii), (iv) and (v), first to the Term
                  Loans (up to 50% of any such prepayment applied to the
                  remaining principal amortization payments due within the next
                  twelve months in direct order of maturity and the remainder of
                  such prepayment applied ratably to the remaining principal
                  amortization payments), then (after the Term Loans have been
                  paid in full) to the Revolving Loans and Swing Line Loans
                  (with a corresponding reduction in the Aggregate Revolving
                  Commitments) and then (after all Revolving Loans and all Swing
                  Line Loans have been repaid) to Cash Collateralize L/C
                  Obligations (with a corresponding reduction in the Aggregate
                  Revolving Commitments).

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<PAGE>

                           One or more holders of the Term Loans may decline to
                  accept a mandatory prepayment under Sections 2.05(b)(ii),
                  (iii), (iv) or (v), in which case such declined prepayments
                  shall be allocated pro rata among the Term Loans (and, in the
                  case of a mandatory prepayment under Section 2.05(b)(ii), the
                  Revolving Loans, Swing Line Loans and L/C Obligations
                  outstanding) held by Lenders accepting such prepayments.

                  Within the parameters of the applications set forth above,
                  prepayments shall be applied first to Base Rate Loans and then
                  to Eurodollar Rate Loans in direct order of Interest Period
                  maturities. All prepayments under this Section 2.05(b) shall
                  be subject to Section 3.05, but otherwise without premium or
                  penalty, and shall be accompanied by interest on the principal
                  amount prepaid through the date of prepayment.

                  (vii)    Eurodollar Prepayment Account. If the Borrower is
         required to make a mandatory prepayment of Eurodollar Rate Loans under
         this Section 2.04(b), so long as no Event of Default exists, the
         Borrower shall have the right, in lieu of making such prepayment in
         full, to deposit an amount equal to such mandatory prepayment with the
         Administrative Agent in a cash collateral account maintained (pursuant
         to documentation reasonably satisfactory to the Administrative Agent)
         by and in the sole dominion and control of the Administrative Agent.
         Any amounts so deposited shall be held by the Administrative Agent as
         collateral for the prepayment of such Eurodollar Rate Loans and shall
         be applied to the prepayment of the applicable Eurodollar Rate Loans at
         the end of the current Interest Periods applicable thereto or, sooner,
         at the election of the Administrative Agent, upon the occurrence of an
         Event of Default. At the request of the Borrower, amounts so deposited
         shall be invested by the Administrative Agent in Cash Equivalents
         maturing on or prior to the date or dates on which it is anticipated
         that such amounts will be applied to prepay such Eurodollar Rate Loans;
         any interest earned on such Cash Equivalents will be for the account of
         the Borrower and the Borrower will deposit with the Administrative
         Agent the amount of any loss on any such Cash Equivalents to the extent
         necessary in order that the amount of the prepayment to be made with
         the deposited amounts may not be reduced.

         (c)      Term Loan Prepayment Premium. (i) In the event the Borrower
voluntarily elects to prepay the Term Loan as permitted by Section 2.05(a) or
makes a mandatory prepayment on the Term Loan in accordance with Section
2.05(b)(iv) or Section 2.05(b)(v) within one year of the Closing Date, the
Borrower shall be obligated to pay a prepayment fee equal to two percent (2.0%)
of the principal amount of the Term Loan prepaid and (ii) in the event the
Borrower voluntarily elects to prepay the Term Loan as permitted by Section
2.05(a) or makes a mandatory prepayment on the Term Loan in accordance with
Section 2.05(b)(iv) or Section 2.05(b)(v) between September 11, 2004 and
September 11, 2005, the Borrower shall be obligated to pay a prepayment fee
equal to one percent (1.0%) of the principal amount of the Term Loan prepaid.
After September 11, 2005, the Borrower may voluntarily prepay the Term Loan as
permitted by Section 2.05(a) or make a mandatory prepayment on the Term Loan in
accordance with Section 2.05(b)(iv) or Section 2.05(b)(v) without a prepayment
premium or fee.

2.06     Termination or Reduction of Aggregate Revolving Commitments.

         (a)      Optional Reductions. The Borrower may, upon notice to the
Administrative Agent, terminate the Aggregate Revolving Commitments, or from
time to time permanently reduce the Aggregate Revolving Commitments to an amount
not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and
L/C Obligations; provided that (i) any such notice shall be received by the
Administrative Agent not later than 12:00 noon five (5) Business Days prior to
the date of termination or reduction, (ii) any such partial reduction shall be
in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in
excess thereof and (iii) if, after giving effect to any reduction of the
Aggregate

                                       38
<PAGE>

Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit
exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall
be automatically reduced by the amount of such excess. The Administrative Agent
will promptly notify the Lenders of any such notice of termination or reduction
of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving
Commitments shall be applied to the Revolving Commitment of each Lender
according to its Pro Rata Share. All fees accrued with respect thereto until the
effective date of any termination of the Aggregate Revolving Commitments shall
be paid on the effective date of such termination.

         (b)      Mandatory Reductions. The Aggregate Revolving Commitments
shall be permanently reduced in an amount equal to the amount of any prepayment
applied to the Revolving Loans, Swing Line Loans and L/C Obligations pursuant to
Section 2.05(b)(ii), (iii), (iv) and (v).

2.07     Repayment of Loans.

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

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

         (c)      Term Loan. The Borrower shall repay the outstanding principal
amount of the Term Loan in installments on the dates and in the amounts set
forth in the table below (as such installments may hereafter be adjusted as a
result of prepayments made pursuant to Section 2.05), unless accelerated sooner
pursuant to Section 9.02:

<TABLE>
<CAPTION>
====================================================
                              Principal Amortization
   Payment Dates                     Payment
----------------------------------------------------
<S>                           <C>
 December 31, 2003                 $3,125,000
----------------------------------------------------
  March 31, 2004                   $3,125,000
----------------------------------------------------
   June 30, 2004                   $3,125,000
----------------------------------------------------
September 30, 2004                 $3,125,000
----------------------------------------------------
 December 31, 2004                 $3,125,000
----------------------------------------------------
  March 31, 2005                   $3,125,000
----------------------------------------------------
   June 30, 2005                   $3,125,000
----------------------------------------------------
September 30, 2005                 $3,125,000
----------------------------------------------------
 December 31, 2005                 $4,687,500
----------------------------------------------------
  March 31, 2006                   $4,687,500
----------------------------------------------------
   June 30, 2006                   $4,687,500
----------------------------------------------------
September 30, 2006                 $4,687,500
----------------------------------------------------
 December 31, 2006                 $4,687,500
----------------------------------------------------
  March 31, 2007                   $4,687,500
----------------------------------------------------
   June 30, 2007                   $4,687,500
----------------------------------------------------
September 30, 2007                 $4,687,500
----------------------------------------------------
 December 31, 2007                 $15,625,000
----------------------------------------------------
  March 31, 2008                   $15,625,000
----------------------------------------------------
   June 30, 2008                   $15,625,000
----------------------------------------------------
   Maturity Date               Outstanding Principal
                               Balance of Term Loan
====================================================
</TABLE>

                                       39
<PAGE>

2.08     Interest.

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

         (b)      Upon the occurrence and during the continuation of an Event of
Default, the Borrower shall pay interest on the principal amount of all
outstanding Obligations at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.

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

2.09     Fees.

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

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

                  (b)      Fee Letter. The Borrower shall pay to BAS and the
         Administrative Agent for their own respective accounts fees in the
         amounts and at the times specified in the Fee Letter. Such fees shall
         be fully earned when paid and shall be non-refundable for any reason
         whatsoever.

2.10     Computation of Interest and Fees.

         All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America's "prime rate" shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if

                                       40
<PAGE>

computed on the basis of a 365-day year). Interest shall accrue on each Loan for
the day on which the Loan is made, and shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is paid, provided
that any Loan that is repaid on the same day on which it is made shall, subject
to Section 2.12(a), bear interest for one day.

2.11     Evidence of Debt.

         (a)      The Credit Extensions made by each Lender shall be evidenced
by one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Credit Extensions made by the Lenders
to the Borrower and the interest and payments thereon. Any failure to so record
or any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder to pay any amount owing with respect to the
Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any
Lender made through the Administrative Agent, the Borrower shall execute and
deliver to such Lender (through the Administrative Agent) a promissory note,
which shall evidence such Lender's Loans in addition to such accounts or
records. Each such promissory note shall (i) in the case of Revolving Loans, be
in the form of Exhibit C-1 (a "Revolving Note"), (ii) in the case of Swing Line
Loans, be in the form of Exhibit C-2 (a "Swing Line Note") and (iii) in the case
of the Term Loan, be in the form of Exhibit C-3 (a "Term Note"). Each Lender may
attach schedules to its Note and endorse thereon the date, Type (if applicable),
amount and maturity of its Loans and payments with respect thereto.

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

2.12     Payments Generally.

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

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

         (c)      If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal, L/C
Borrowings, interest and fees then due hereunder, such funds shall be applied
(i) first, toward costs and expenses (including Attorney Costs and amounts
payable under

                                       41
<PAGE>

Article III) incurred by the Administrative Agent and each Lender, (ii) second,
toward repayment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (iii) third, toward repayment of principal and L/C
Borrowings then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and L/C Borrowings then due to such
parties.

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

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

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

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

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

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

                                       42
<PAGE>

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

2.13     Sharing of Payments.

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

2.14     Extension of Maturity Date.

         (a)      Not earlier than 90 days prior to, nor later than 60 days
prior to, each of the first and second anniversary of the Closing Date, the
Borrower may, upon notice to the Administrative Agent (which shall promptly
notify the Lenders), request a one-year extension of the Maturity Date of the
Revolving Loans, Swing Line Loans and Letters of Credit (and the related L/C
Obligations) then in effect. Within 30 days of delivery of such notice, each
Lender shall notify the Administrative Agent whether or not it consents to such
extension (which consent may be given or withheld in such Lender's sole and
absolute discretion). Any Lender not responding within the above time period
shall be deemed not to have consented to such extension. The Administrative
Agent shall promptly notify the Borrower and the Lenders of the Lenders'
responses. If any Lender declines, or is deemed to have declined, to consent to
such extension, the Borrower may cause any such Lender to be replaced as a
Lender pursuant to Section 11.16.

         (b)      The Maturity Date of the Revolving Loans, Swing Line Loans and
Letters of Credit (and the related L/C Obligations) shall be extended only if
Lenders holding at least 51% of the Aggregate

                                       43
<PAGE>

Revolving Commitments (calculated prior to giving effect to any replacements of
Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If
so extended, such Maturity Date, as to the Consenting Lenders, shall be extended
to the same date in the following year, effective as of the Maturity Date of the
Revolving Loans, Swing Line Loans and Letters of Credit (and the related L/C
Obligations) then in effect (such existing Maturity Date being the "Extension
Maturity Date"). The Administrative Agent and the Borrower shall promptly
confirm to the Lenders such extension and the Extension Maturity Date. As a
condition precedent to such extension, the Borrower shall deliver to the
Administrative Agent a certificate of each Loan Party dated as of the Extension
Maturity Date (in sufficient copies for each Lender) signed by a Responsible
Officer of such Loan Party (i) certifying and attaching the resolutions adopted
by such Loan Party approving or consenting to such extension and (ii) in the
case of the Borrower, certifying that, before and after giving effect to such
extension, (A) the representations and warranties contained in Article VI and
the other Loan Documents are true and correct on and as of the Extension
Maturity Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
as of such earlier date, and except that for purposes of this Section 2.14, the
representations and warranties contained in subsections (a) and (b) of Section
6.05 shall be deemed to refer to the most recent statements furnished pursuant
to subsections (a) and (b), respectively, of Section 7.01, and (B) no Default or
Event of Default exists. On the Extension Maturity Date, the Revolving
Commitments of Lenders that have not consented to such extension of the Maturity
Date and have not been replaced as provided herein shall automatically
terminate. The Borrower shall prepay any Revolving Loans outstanding on the
Extension Maturity Date (and pay any additional amounts required pursuant to
Section 3.05) to the extent necessary to keep outstanding Revolving Loans
ratable with any revised and new Pro Rata Shares of all the Lenders effective as
of the Extension Maturity Date and after giving effect to any termination of the
Revolving Commitments described above.

         (c)      This Section shall supersede any provisions in Section 11.01
to the contrary.

                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

3.01     Taxes.

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

                                       44
<PAGE>

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

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

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

3.02     Illegality.

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

3.03     Inability to Determine Rates.

         If the Administrative Agent determines that for any reason adequate and
reasonable means do not exist for determining the Eurodollar Base Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan, or
that the Eurodollar Base Rate for any requested Interest Period with respect to
a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost
to the Lenders of funding such Loan, the Administrative Agent will promptly
notify the Borrower and all Lenders. Thereafter, the obligation of the Lenders
to make or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent revokes such notice. Upon receipt of such notice, the
Borrower may

                                       45
<PAGE>

revoke any pending request for a Borrowing, conversion or continuation of
Eurodollar Rate Loans or, failing that, will be deemed to have converted such
request into a request for a Borrowing of Base Rate Loans in the amount
specified therein.

3.04     Increased Cost and Reduced Return; Capital Adequacy.

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

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

3.05     Funding Losses.

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

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

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

                  (c)      any assignment of a Eurodollar Rate Loan on a day
         other than the last day of the Interest Period therefor as a result of:

                           (i)      a request by the Borrower pursuant to
                  Section 11.16; or

                           (ii)     an assignment by Bank of America pursuant to
                  Section 11.07(b) as part of the primary syndication of the
                  Commitments and Loans during the 180-day period immediately
                  following the Closing Date, provided that Bank of America
                  agrees to use

                                       46
<PAGE>

                  reasonable efforts to reduce the breakage costs payable by the
                  Borrower in connection therewith (including, without
                  limitation, to the extent reasonably practical, closing such
                  assignments at the end of Interest Periods of outstanding
                  Eurodollar Loans);

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

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

3.06     Matters Applicable to all Requests for Compensation.

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

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

3.07     Survival.

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

                                   ARTICLE IV

                                    GUARANTY

4.01     The Guaranty.

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

         Notwithstanding any provision to the contrary contained herein or in
any other of the Loan Documents or Swap Contracts, the obligations of each
Guarantor under this Agreement and the other Loan Documents shall be limited to
an aggregate amount equal to the largest amount that would not render such

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<PAGE>

obligations subject to avoidance under the Debtor Relief Laws or any comparable
provisions of any applicable state law.

4.02     Obligations Unconditional.

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

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

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

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

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

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

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

4.03     Reinstatement.

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<PAGE>

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

4.04     Certain Additional Waivers.

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

4.05     Remedies.

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

4.06     Rights of Contribution.

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

                                       49

<PAGE>

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

4.07     Guarantee of Payment; Continuing Guarantee.

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

                                    ARTICLE V

                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

5.01     Conditions of Initial Credit Extension.

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

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

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

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

                           (i)      consolidated and Consolidating financial
                  statements of the Borrower and its Subsidiaries for the fiscal
                  years ended December 31, 2000, December 31, 2001 and December
                  31, 2002, including balance sheets and income and cash flow
                  statements and,

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<PAGE>

                  in the case of the consolidated financial statements audited
                  by independent public accountants of recognized national
                  standing and prepared in conformity with GAAP; and

                           (ii)     unaudited consolidated and Consolidating
                  financial statements of the Borrower and its Subsidiaries for
                  the fiscal quarter ending June 30, 2003, including balance
                  sheets and statements of income or operations, shareholders'
                  equity and cash flows (the "Interim Financial Statements").

                  (d)      No Material Adverse Change. There shall not have
         occurred a material adverse change since December 31, 2002 in the
         business, assets, liabilities (actual or contingent), operations,
         condition (financial or otherwise) or prospects of the Borrower and its
         Subsidiaries taken as a whole.

                  (e)      Litigation. There shall not exist any action, suit,
         investigation or proceeding pending or threatened in any court or
         before an arbitrator or Governmental Authority that could reasonably be
         expected to have a Material Adverse Effect.

                  (f)      Organization Documents, Resolutions, Etc. Receipt by
         the Administrative Agent's of the following, each of which shall be
         originals or facsimiles (followed promptly by originals), in form and
         substance satisfactory to the Administrative Agent and its legal
         counsel:

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

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

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

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

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

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<PAGE>

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

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

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

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

                  (i)      Repayment of Existing Senior Notes. Receipt by the
         Administrative Agent of satisfactory evidence that up to $143 million
         of the Existing Senior Notes (and all obligations related thereto) have
         been simultaneously repaid in full.

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

                  (k)      Senior Unsecured Debt Rating. Receipt by the
         Administrative Agent of evidence that the Borrower's senior secured
         non-credit enhanced debt is rated B+ or higher (with at least a stable
         outlook) by S&P and B2 or higher (with at least a stable outlook) from
         Moody's.

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

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

5.02     Conditions to all Credit Extensions.

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

                  (a)      The representations and warranties of the Borrower
         and each other Loan Party contained in Article VI or any other Loan
         Document shall be true and correct on and as of the date of such Credit
         Extension, except to the extent that such representations and
         warranties

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<PAGE>

         specifically refer to an earlier date, in which case they shall be true
         and correct as of such earlier date, and except that for purposes of
         this Section 5.02, the representations and warranties contained in
         subsections (a) and (b) of Section 6.05 shall be deemed to refer to the
         most recent statements furnished pursuant to clauses (a) and (b),
         respectively, of Section 7.01.

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

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

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

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

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

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

6.01     Existence, Qualification and Power.

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

6.02     Authorization; No Contravention.

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

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<PAGE>

6.03     Governmental Authorization; Other Consents.

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

6.04     Binding Effect.

         This Agreement and each other Loan Document has been duly executed and
delivered by each Loan Party that is party thereto. This Agreement and each
other Loan Document constitutes a legal, valid and binding obligation of each
Loan Party that is party thereto, enforceable against each such Loan Party in
accordance with its terms.

6.05     Financial Statements; No Material Adverse Effect.

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

         (b)      The Interim Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial
condition of the Borrower and its Subsidiaries as of the date thereof and their
results of operations for the period covered thereby, subject, in the case of
clauses (i) and (ii), to the absence of footnotes and to normal year-end audit
adjustments; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of the Borrower and its Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and Indebtedness
in accordance with GAAP.

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

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

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

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<PAGE>

6.06     Litigation.

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

6.07     No Default.

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

         (b)      No Default has occurred and is continuing.

6.08     Ownership of Property; Liens.

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

6.09     Environmental Compliance.

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

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

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

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

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

                  (e)      No judicial proceeding or governmental or
         administrative action is pending or, to the knowledge of the
         Responsible Officers of the Loan Parties, threatened, under any

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<PAGE>

         Environmental Law to which the Borrower or any Subsidiary is or will be
         named as a party, nor are there any consent decrees or other decrees,
         consent orders, administrative orders or other orders, or other
         administrative or judicial requirements outstanding under any
         Environmental Law with respect to the Borrower, any Subsidiary, the
         Facilities or the Businesses.

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

6.10     Insurance.

         The properties of the Borrower and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the
Borrower, in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or the applicable Subsidiary
operates. The insurance coverage of the Loan Parties as in effect on the Closing
Date is outlined as to carrier, policy number, expiration date, type, amount and
deductibles on Schedule 6.10.

6.11     Taxes.

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

6.12     ERISA Compliance.

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

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

         (c)      (i) No ERISA Event has occurred or is reasonably expected to
occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) no Loan
Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability under Title IV of ERISA with respect to any Pension Plan (other

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than premiums due and not delinquent under Section 4007 of ERISA); (iv) no Loan
Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Sections 4201 or
4243 of ERISA with respect to a Multiemployer Plan; and (v) no Loan Party nor
any ERISA Affiliate has engaged in a transaction that could be subject to
Sections 4069 or 4212(c) of ERISA, in each case which could reasonably be
expected to have a Material Adverse Effect.

6.13     Subsidiaries.

         Set forth on Schedule 6.13 is a complete and accurate list as of the
Closing Date of each Subsidiary, together with (i) jurisdiction of formation,
(ii) number of shares of each class of Capital Stock outstanding, (iii) number
and percentage of outstanding shares of each class owned (directly or
indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if
exercised, of all outstanding options, warrants, rights of conversion or
purchase and all other similar rights with respect thereto. The outstanding
Capital Stock of each Subsidiary is validly issued, fully paid and
non-assessable.

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

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

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

6.15     Disclosure.

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

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6.16     Compliance with Laws.

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

6.17     Intellectual Property; Licenses, Etc.

         The Borrower and its Subsidiaries own, or possess the legal right to
use, all of the trademarks, service marks, trade names, copyrights, patents,
patent rights, franchises, licenses and other intellectual property rights
(collectively, "IP Rights") that are reasonably necessary for the operation of
their respective businesses. Set forth on Schedule 6.17 is a list of all IP
Rights registered or pending registration with the United States Copyright
Office or the United States Patent and Trademark Office and owned by each Loan
Party as of the Closing Date. Except for such claims and infringements that
could not reasonably be expected to have a Material Adverse Effect, no claim has
been asserted and is pending by any Person challenging or questioning the use of
any IP Rights or the validity or effectiveness of any IP Rights, nor does any
Loan Party know of any such claim, and, to the knowledge of the Responsible
Officers of the Loan Parties, the use of any IP Rights by the Borrower or any
Subsidiary or the granting of a right or a license in respect of any IP Rights
from the Borrower or any Subsidiary does not infringe on the rights of any
Person. As of the Closing Date, none of the IP Rights owned by any of the Loan
Parties is subject to any licensing agreement or similar arrangement except as
set forth on Schedule 6.17.

6.18     Solvency.

         The Loan Parties are Solvent on a consolidated basis.

6.19     Perfection of Security Interests in the Collateral.

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

6.20     Business Locations.

         Set forth on Schedule 6.20(a) is a list of all real property located in
the United States that is owned or leased by the Loan Parties as of the Closing
Date. Set forth on Schedule 6.20(b) is a list of all locations where any
tangible personal property of any Loan Party in excess of $500,000 is located as
of the Closing Date. Set forth on Schedule 6.20(c) is the chief executive
office, tax payer identification number and organizational identification number
of each Loan Party as of the Closing Date. The exact legal name and state of
organization of each Loan Party is as set forth on the signature pages hereto.

6.21     Brokers' Fees.

         Neither the Borrower nor any Subsidiary has any obligation to any
Person in respect of any finder's, broker's, investment banking or other similar
fee in connection with any of the transactions contemplated under the Loan
Documents.

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6.22     Labor Matters.

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

6.23     Tax Shelter Regulations.

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

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

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

7.01     Financial Statements.

         Deliver to the Administrative Agent (who will make available to the
Lenders), in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

                  (a)      as soon as available, but in any event within ninety
         days after the end of each fiscal year of the Borrower, a consolidated
         balance sheet of the Borrower and its Subsidiaries as at the end of
         such fiscal year, and the related consolidated statements of income or
         operations, shareholders' equity and cash flows for such fiscal year,
         setting forth in each case in comparative form the figures for the
         previous fiscal year, all in reasonable detail and prepared in
         accordance with GAAP, audited and accompanied by a report and opinion
         of Ernst & Young LLP or another independent certified public accountant
         of nationally recognized standing reasonably acceptable to the Required
         Lenders, which report and opinion shall be prepared in accordance with
         generally accepted auditing standards and shall not be subject to any
         "going concern" or like qualification or exception or any qualification
         or exception as to the scope of such audit; provided, however, that the
         delivery of the consolidated financial statements of the Borrower and
         its Subsidiaries on Form 10K shall satisfy the terms of this Section
         7.01(a);

                  (b)      as soon as available, but in any event within
         forty-five days after the end of each of the first three fiscal
         quarters of each fiscal year of the Borrower, a consolidated balance
         sheet of the Borrower and its Subsidiaries as at the end of such fiscal
         quarter, and the related consolidated statements of income or
         operations, shareholders' equity and cash flows for such fiscal quarter
         and for the portion of the Borrower's fiscal year then ended, setting
         forth in each case in comparative form the figures for the
         corresponding fiscal quarter of the previous fiscal year and the
         corresponding portion of the previous fiscal year, all in reasonable
         detail and certified by a Responsible Officer of the Borrower as fairly
         presenting the financial condition,

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         results of operations, shareholders' equity and cash flows of the
         Borrower and its Subsidiaries in accordance with GAAP, subject only to
         normal year-end audit adjustments and the absence of footnotes;
         provided, however, that the delivery of the consolidated financial
         statements of the Borrower and its Subsidiaries on Form 10Q shall
         satisfy the terms of this Section 7.01(b); and

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

         As to any information contained in materials furnished pursuant to
         Section 7.02(d), the Borrower shall not be separately required to
         furnish such information under clause (a), (b) or (c) above, but the
         foregoing shall not be in derogation of the obligation of the Borrower
         to furnish the information and materials described in subsections (a),
         (b) and (c) above at the times specified therein.

7.02     Certificates; Other Information.

         Deliver to the Administrative Agent (who will make available to the
Lenders), in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

                  (a)      concurrently with the delivery of the financial
         statements referred to in Section 7.01(a), a certificate of its
         independent certified public accountants certifying such financial
         statements and stating that in making the examination necessary
         therefor no knowledge was obtained of any Event of Default under
         Section 8.03, 8.06 or 8.11 or, if any such Event of Default shall
         exist, stating the nature and status of such event;

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

                  (c)      as soon as available but not later than 60 days after
         the end of each fiscal year of the Borrower, beginning with the fiscal
         year ending December 31, 2003, an annual business plan and budget of
         the Borrower and its Subsidiaries containing, among other things, pro
         forma financial statements for each quarter of the next fiscal year.

                  (d)      concurrently with the delivery of the financial
         statements referred to in Sections 7.01(a) and (b), a certificate of a
         Responsible Officer of the Borrower containing information regarding
         the amount of all Dispositions, Involuntary Dispositions, Debt
         Issuances,

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         Equity Issuances and Acquisitions that occurred during the period
         covered by such financial statements.

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

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

                  (g)      promptly, such additional information regarding the
         business, financial or corporate affairs of the Borrower or any
         Subsidiary, or compliance with the terms of the Loan Documents, as the
         Administrative Agent or any Lender may from time to time reasonably
         request unless such information is protected by attorney-client
         privilege or disclosure of which would waive such privilege;

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

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

         Documents required to be delivered pursuant to Section 7.01(a), (b) or
(c) or Section 7.02(d) (to the extent any such documents are included in
materials otherwise filed with the SEC) may be delivered electronically and if
so delivered, shall be deemed to have been delivered on the date (i) on which
the Borrower posts such documents, or provides a link thereto on the Borrower's
website on the Internet at the website address listed on Schedule 11.02; or (ii)
on which such documents are posted on the Borrower's behalf on
IntraLinks/IntraAgency or another relevant website, if any, to which each Lender

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and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent); provided that: (i)
the Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the Borrower shall notify (which
may be by facsimile or electronic mail) the Administrative Agent and each Lender
of the posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such documents.
Notwithstanding anything contained herein, in every instance the Borrower shall
be required to provide paper copies of the Compliance Certificates required by
Section 7.02(b) to the Administrative Agent and each of the Lenders. Except for
such Compliance Certificates, the Administrative Agent shall have no obligation
to request the delivery or to maintain copies of the documents referred to
above, and in any event shall have no responsibility to monitor compliance by
the Borrower with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such
documents.

7.03     Notices.

         (a)      Promptly notify the Administrative Agent of the occurrence of
any Default.

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

         (c)      Promptly notify the Administrative Agent and each Lender of
the occurrence of any ERISA Event that could reasonably be expected to have a
Material Adverse Effect.

         (d)      Promptly notify the Administrative Agent of any material
change in accounting policies or financial reporting practices by the Borrower
or any Subsidiary.

         (e)      Upon the reasonable written request of the Administrative
Agent following the occurrence of any event or the discovery of any condition
which the Administrative Agent or the Required Lenders reasonably believe has
caused (or could be reasonably expected to cause) the representations and
warranties set forth in Section 6.09 to be untrue in any material respect, the
Loan Parties will furnish or cause to be furnished to the Administrative Agent,
at the Loan Parties' expense, a report of an environmental assessment of
reasonable scope, form and depth, (including, where appropriate, invasive soil
or groundwater sampling) by a consultant reasonably acceptable to the
Administrative Agent as to the nature and extent of the presence of any
Materials of Environmental Concern on any Real Properties (as defined in Section
6.09) and as to the compliance by the Borrower or any of its Subsidiaries with
Environmental Laws at such Real Properties. If the Loan Parties fail to deliver
such an environmental report within ninety (90) days after receipt of such
written request then the Administrative Agent may arrange for same, and the Loan
Parties hereby grant to the Administrative Agent and its representatives access
to the Real Properties to reasonably undertake such an assessment (including,
where appropriate, invasive soil or groundwater sampling). The reasonable cost
of any assessment arranged for by the Administrative Agent pursuant to this
provision will be payable by the Loan Parties on demand and added to the
obligations secured by the Collateral Documents.

         Each notice pursuant to this Section 7.03(a) through (e) shall be
accompanied by a statement of a Responsible Officer of the Borrower setting
forth details of the occurrence referred to therein and stating

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what action the Borrower has taken and proposes to take with respect thereto.
Each notice pursuant to Section 7.03(a) shall describe with particularity any
and all provisions of this Agreement and any other Loan Document that have been
breached.

7.04     Payment of Obligations.

         Pay and discharge as the same shall become due and payable, all its
obligations and liabilities, including (a) all tax liabilities, assessments and
governmental charges or levies upon it or its properties or assets, unless the
same are being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained by
the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would
by law become a Lien upon its property, except for those claims that the
Borrower or such Subsidiary is contesting in good faith and by appropriate
proceedings diligently conducted and adequate reserves in accordance with GAAP
are being maintained; and (c) all Indebtedness, as and when due and payable, but
subject to any subordination provisions contained in any instrument or agreement
evidencing such Indebtedness.

7.05     Preservation of Existence, Etc.

         (a)      (i) Preserve, renew and maintain in full force and effect its
legal existence under the Laws of the jurisdiction of its organization except
for the Inactive Subsidiaries and except in a transaction permitted by Section
8.04 or 8.05 and (ii) maintain in full force and effect its good standing under
the Laws of the jurisdiction of its organization except in a transaction
permitted by Section 8.04 or 8.05 or except to the extent that the failure to do
so could not reasonably be expected to have a Material Adverse Effect.

         (b)      Take all reasonable action to maintain all rights, privileges,
permits, licenses and franchises necessary or desirable in the normal conduct of
its business, except to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

         (c)      Preserve or renew all of its material registered patents,
trademarks, trade names and service marks, the non-preservation of which could
reasonably be expected to have a Material Adverse Effect.

7.06     Maintenance of Properties.

         (a)      Maintain, preserve and protect all of its material properties
and equipment necessary in the operation of its business in good working order
and condition, ordinary wear and tear excepted.

         (b)      Make all necessary repairs thereto and renewals and
replacements thereof, except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

         (c)      Use the standard of care typical in the industry in the
operation and maintenance of its facilities.

7.07     Maintenance of Insurance.

         Maintain in full force and effect insurance (including worker's
compensation insurance, liability insurance, casualty insurance and business
interruption insurance) with financially sound and reputable insurance companies
not Affiliates of the Borrower, in such amounts, with such deductibles and
covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Borrower or the
applicable Subsidiary operates. The Administrative

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Agent shall be named as loss payee or mortgagee, as its interest may appear,
and/or additional insured with respect to any such insurance providing coverage
in respect of any Collateral, and each provider of any such insurance shall
agree, by endorsement upon the policy or policies issued by it or by independent
instruments furnished to the Administrative Agent, that it will give the
Administrative Agent thirty (30) days prior written notice before any such
policy or policies shall be altered or canceled.

7.08     Compliance with Laws.

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

7.09     Books and Records.

         (a)      Maintain proper books of record and account, in which full,
true and correct entries in conformity with GAAP consistently applied shall be
made of all financial transactions and matters involving the assets and business
of the Borrower or such Subsidiary, as the case may be.

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

7.10     Inspection Rights.

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

         (b)      Upon the occurrence and during the continuation of a Default
or an Event of Default, if requested by the Administrative Agent in its sole
discretion, permit the Administrative Agent, and its representatives, upon
reasonable advance notice to the Borrower, to conduct an annual audit of the
Collateral at the expense of the Borrower.

         (c)      Upon the occurrence and during the continuation of a Default
or an Event of Default, if requested by the Administrative Agent in its sole
discretion, promptly deliver to the Administrative Agent (a) asset appraisal
reports with respect to all of the real and personal property owned by the
Borrower and its Subsidiaries, and (b) a written audit of the accounts
receivable, inventory, payables, controls and systems of the Borrower and its
Subsidiaries.

7.11     Use of Proceeds.

         Use the proceeds of the Credit Extensions (a) to finance working
capital, capital expenditures and other lawful corporate purposes, and (b) to
refinance the Existing Senior Notes, provided that in no event

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shall the proceeds of the Credit Extensions be used in contravention of any Law
or of any Loan Document.

7.12     Additional Subsidiaries.

         Promptly, and in any event, not later than thirty (30) days, after the
acquisition or formation of any Subsidiary:

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

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

7.13     ERISA Compliance.

         Do, and cause each of its ERISA Affiliates to do, each of the
following: (a) maintain each Plan in compliance with the applicable provisions
of ERISA, the Internal Revenue Code and other federal or state law except where
the failure to do so could not reasonably be expected to have a Material Adverse
Effect; (b) cause each Plan that is qualified under Section 401(a) of the
Internal Revenue Code to maintain such qualification except where the failure to
do so could not reasonably be expected to have a Material Adverse Effect; and
(c) make all required contributions to any Plan subject to Section 412 of the
Internal Revenue Code.

7.14     Pledged Assets.

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

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Subsidiary as determined for United States federal income tax purposes to be
treated as a deemed dividend to such Foreign Subsidiary's United States parent
and (2) could not reasonably be expected to cause any material adverse tax
consequences) of the issued and outstanding Capital Stock entitled to vote
(within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued
and outstanding Capital Stock not entitled to vote (within the meaning of Treas.
Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than an Immaterial
Foreign Subsidiary) directly owned by the Borrower or any Domestic Subsidiary to
be subject at all times to a first priority, perfected Lien in favor of the
Administrative Agent pursuant to the terms and conditions of the Collateral
Documents or such other security documents as the Administrative Agent shall
reasonably request.

7.15     Post-Closing Deliverables.

         (a)      Landlord Lien Waivers. Within ninety (90) days of the Closing
Date, the Loan Parties shall use commercially reasonable efforts to obtain
landlord lien waivers, in form and substance reasonably satisfactory to the
Administrative Agent, for each of the Data Centers.

         (b)      Dissolution of Inactive Subsidiaries. As promptly as
practicable, but not later than December 31, 2003, the Loan Parties shall
liquidate, dissolve or merge each Inactive Subsidiary in a transaction expressly
permitted by Section 8.04.

         (c)      Greenville Processing Center. On or prior to March 31, 2004,
(i) the Borrower shall have sold the Greenville Processing Center pursuant to a
Sale and Leaseback Transaction or (ii) the Administrative Agent shall have
received, in form and substance satisfactory to the Administrative Agent, the
following with respect to the Greenville Processing Center:

                  (A)      fully executed and notarized mortgage, deed of trust
or deed to secure to debt encumbering the fee interest of the Borrower in the
Greenville Processing Center;

                  (B)      an as-built survey of the Greenville Processing
Center certified to the Administrative Agent and the title insurance company
issuing the policy referred to in subclause (B) below in a manner reasonably
satisfactory to each of the Administrative Agent and such title insurance
company, dated a date reasonably satisfactory to each of the Administrative
Agent and such title insurance company by an independent professional licensed
land surveyor, which maps or plats and the surveys on which they are based shall
be sufficient to delete any standard printed survey exception contained in the
applicable title policy and be made in accordance with the Minimum Standard
Detail Requirements for Land Title Surveys jointly established and adopted by
the American Land Title Association and the American Congress on Surveying and
Mapping in 1997 with all items from Table A thereof completed, except for Nos. 5
and 12;

                  (C)      ALTA (or equivalent) mortgagee title insurance policy
issued by a title insurance company reasonably acceptable to the Administrative
Agent with respect to the Greenville Processing Center, assuring the
Administrative Agent that the mortgage, deed of trust or deed to secure debt
referenced in subclause (A) above creates a valid and enforceable first priority
mortgage lien on the Greenville Processing Center, free and clear of all defects
and encumbrances except Permitted Liens, which title insurance policy shall
otherwise be in form and substance reasonably satisfactory to the Administrative
Agent and shall include such endorsements as are reasonably requested by the
Administrative Agent;

                  (D)      evidence as to (A) whether the Greenville Processing
Center is in an area designated by the Federal Emergency Management Agency as
having special flood or mud slide hazards (a "Flood Hazard Property") and (B) if
the Greenville Processing Center is a Flood Hazard Property,

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(1) whether the community in which the Greenville Processing Center is located
is participating in the National Flood Insurance Program, (2) the Borrower's
written acknowledgment of receipt of written notification from the
Administrative Agent (a) as to the fact that the Greenville Processing Center is
a Flood Hazard Property and (b) as to whether the community in which each such
Flood Hazard Property is located is participating in the National Flood
Insurance Program and (3) copies of insurance policies or certificates of
insurance of the Borrower and its Subsidiaries evidencing flood insurance
satisfactory to the Administrative Agent and naming the Administrative Agent as
sole loss payee on behalf of the Lenders;

                  (E)      evidence reasonably satisfactory to the
Administrative Agent that the Greenville Processing Center, and the uses of the
Greenville Processing Center, are in compliance in all material respects with
all applicable zoning laws (the evidence submitted as to which should include
the zoning designation made for each of the Greenville Processing Center, the
permitted uses of the Greenville Processing Center under such zoning designation
and, if available, zoning requirements as to parking, lot size, ingress, egress
and building setbacks); and

                  (F)      a legal opinion of special local counsel from the
State of Texas in form and substance reasonably satisfactory to the
Administrative Agent.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

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

8.01     Liens.

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

                  (a)      Liens pursuant to any Loan Document;

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

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

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

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

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

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

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

                  (i)      Liens securing Indebtedness permitted under Section
         8.03(e); provided that (i) such Liens do not at any time encumber any
         Property other than the Property financed by such Indebtedness, (ii)
         the Indebtedness secured thereby does not exceed the cost or fair
         market value, whichever is lower, of the Property being acquired on the
         date of acquisition and (iii) such Liens attach to such Property
         concurrently with or within ninety days after the acquisition thereof;

                  (j)      leases or subleases granted to others not interfering
         in any material respect with the business of the Borrower or any of its
         Subsidiaries;

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

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

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

                  (n)      Liens of a collection bank arising under Section
         4-210 of the Uniform Commercial Code on items in the course of
         collection; and

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

8.02     Investments.

         Make any Investments, except:

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

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

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

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

                  (e)      Guarantees permitted by Section 8.03;

                  (f)      Permitted Acquisitions;

                  (g)      Investments in Foreign Subsidiaries in an amount not
         to exceed $1,000,000 in the aggregate at any time outstanding;

                  (h)      Investments consisting of Loans to officers and
         employees in an amount not to exceed $500,000 in the aggregate at any
         time outstanding;

                  (i)      Investments consisting of non-cash consideration
         received in connection with a sale of assets permitted under Section
         8.05; and

                  (j)      Investments of a nature not contemplated in the
         foregoing clauses in an amount not to exceed $7,500,000 in the
         aggregate at any time outstanding.

         Notwithstanding the forgoing no Investments shall be made in any
Inactive Subsidiary after the Closing Date.

8.03     Indebtedness.

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

                  (a)      Indebtedness under the Loan Documents;

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

                  (c)      intercompany Indebtedness permitted under Section
         8.02;

                  (d)      obligations (contingent or otherwise) of the Borrower
         or any Subsidiary existing or arising under any Swap Contract, provided
         that (i) such obligations are (or were) entered into by such Person in
         the ordinary course of business for the purpose of directly mitigating
         risks associated with liabilities, commitments, investments, assets, or
         property held or reasonably anticipated by such Person, or changes in
         the value of securities issued by such Person, and not for purposes of
         speculation or taking a "market view;" and (ii) such Swap Contract does
         not

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         contain any provision exonerating the non-defaulting party from its
         obligation to make payments on outstanding transactions to the
         defaulting party;

                  (e)      purchase money Indebtedness (including obligations in
         respect of Capital Leases or Synthetic Leases) hereafter incurred by
         the Borrower or any of its Subsidiaries to finance the purchase of
         fixed assets or hereafter assumed by the Borrower or any Subsidiary in
         connection with a Permitted Acquisition and renewals, refinancings and
         extensions thereof, provided that (i) the total of all such
         Indebtedness for all such Persons taken together shall not exceed an
         aggregate principal amount of $5,000,000 at any one time outstanding;
         (ii) such Indebtedness when incurred shall not exceed the purchase
         price of the asset(s) financed; and (iii) no such Indebtedness shall be
         refinanced for a principal amount in excess of the principal balance
         outstanding thereon at the time of such refinancing;

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

                  (g)      Earn Out Obligations not to exceed $5,000,000 in the
         aggregate at any one time outstanding;

                  (h)      Subordinated Indebtedness; provided that 100% of the
         Net Cash Proceeds of such Subordinated Indebtedness is used to prepay
         the Term Loan in accordance with the terms hereof;

                  (i)      prior to September 18, 2003, an aggregate principal
         amount of up to $17 million outstanding of the Existing Senior Notes;
         and

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

8.04     Fundamental Changes.

         Merge, dissolve, liquidate, consolidate with or into another Person, or
Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or
in favor of any Person; provided that, notwithstanding the foregoing provisions
of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the
Borrower may merge or consolidate with any of its Subsidiaries provided that the
Borrower shall be the continuing or surviving corporation, (b) any Loan Party
other than the Borrower may merge or consolidate with any other Loan Party other
than the Borrower, (c) any Foreign Subsidiary may be merged or consolidated with
or into any Loan Party provided that such Loan Party shall be the continuing or
surviving corporation, (d) any Foreign Subsidiary may be merged or consolidated
with or into any other Foreign Subsidiary, (e) any Subsidiary of the Borrower
may merge with any Person that is not a Loan Party in connection with a
Permitted Acquisition provided that, if such Permitted Acquisition involves the
Borrower, the Borrower shall be the continuing or surviving corporation and (f)
any Inactive Subsidiary may dissolve, liquidate or wind up its affairs at any
time provided that its assets are transferred to a Loan Party prior to giving
effect to such dissolution, liquidation or wind up.

8.05     Dispositions.

         Make any Disposition unless (a) at least 75% of the total consideration
received by the Borrower or such Subsidiary in connection therewith shall be
cash or Cash Equivalents paid contemporaneously with consummation of the
transaction and shall be in an amount not less than the fair market value of the
Property

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disposed of, (b) if such transaction is a Sale and Leaseback Transaction, such
transaction is not prohibited by the terms of Section 8.16, (c) such transaction
does not involve the sale or other disposition of a minority equity interest in
any Subsidiary, (d) such transaction does not involve a sale or other
disposition of receivables other than receivables owned by or attributable to
other Property concurrently being disposed of in a transaction otherwise
permitted under this Section 8.05, and (e) the greater of the aggregate net book
value and the fair market value of all of the assets sold or otherwise disposed
of by the Borrower and its Subsidiaries in all such transactions in any fiscal
year of the Borrower shall not exceed $5,000,000. Notwithstanding the terms of
subclause (e) above, the parties hereto agree that (i) the Borrower may dispose
of the assets identified on Schedule 8.05; provided that the Net Cash Proceeds
from such Disposition are applied to prepay the Loans in accordance with Section
2.05(b) and (ii) any Loan Party may dispose of assets purchased pursuant to a
Permitted Acquisition within (x) 12 months of the purchase of such assets or (y)
15 months of the purchase of such assets provided such Loan Party has entered
into a letter of intent to sale such assets within 12 months of the purchase of
such assets; provided that the Net Cash Proceeds from such Disposition are
applied to prepay the Loans in accordance with Section 2.05(b).

8.06     Restricted Payments.

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

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

                  (b)      the Borrower and each Subsidiary may declare and make
         dividend payments or other distributions payable solely in the Capital
         Stock of such Person; and

                  (c)      the Borrower may make dividends and purchase, redeem,
         acquire or retire shares of its Capital Stock of any class or any
         warrants or options to purchase any such shares of its Capital Stock in
         an aggregate amount not to exceed $15,000,000 so long as (i) no Default
         or Event of Default exists immediately prior to and after giving effect
         to any such dividend, purchase, redemption, acquisition or retirement
         and (ii) after giving effect to any such dividend purchase, redemption,
         acquisition or retirement on a Pro Forma Basis, the Consolidated
         Leverage Ratio is less than 1.5 to 1.0.

8.07     Change in Nature of Business.

         Engage in any material line of business substantially different from
those lines of business conducted by the Borrower and its Subsidiaries on the
Closing Date except for those businesses that are reasonable extensions or
expansions thereof or incidental thereto.

8.08     Transactions with Affiliates and Insiders.

         Enter into or permit to exist any transaction or series of transactions
with any officer, director or Affiliate of such Person other than (a) advances
of working capital to any Loan Party, (b) transfers of cash and assets to any
Loan Party, (c) intercompany transactions expressly permitted by Section 8.02,
Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) normal and
reasonable compensation and reimbursement of expenses of officers and directors,
(e) that certain loan existing as of the Closing Date in the principal amount of
$250,000 provided by the Borrower to Philip Pead and (f) except as otherwise
specifically limited in this Agreement, other transactions which are entered
into in the ordinary course of such Person's business on terms and conditions
substantially as favorable to such Person as would be obtainable by it in a
comparable arms-length transaction with a Person other than an officer, director
or Affiliate.

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8.09     Burdensome Agreements.

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

         (b)      Enter into, or permit to exist, any Contractual Obligation
that prohibits or otherwise restricts the existence of any Lien upon any of its
Property in favor of the Administrative Agent (for the benefit of the Lenders)
for the purpose of securing the Obligations, whether now owned or hereafter
acquired, or requiring the grant of any security for any obligation if such
Property is given as security for the Obligations, except (i) any document or
instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided
that any such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith, (ii) in connection with any
Permitted Lien or any document or instrument governing any Permitted Lien,
provided that any such restriction contained therein relates only to the asset
or assets subject to such Permitted Lien and (iii) pursuant to customary
restrictions and conditions contained in any agreement relating to the sale of
any Property permitted under Section 8.05, pending the consummation of such
sale.

8.10     Use of Proceeds.

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

8.11     Financial Covenants.

         (a)      Consolidated Net Worth. Permit Consolidated Net Worth at any
time to be less than the sum of negative $37,100,000, increased on a cumulative
basis as of the end of each fiscal quarter of the Borrower, commencing with the
fiscal quarter ending September 30, 2003 by an amount equal to 75% of
Consolidated Net Income (to the extent positive) for the fiscal quarter then
ended plus 100% of the amount of all Equity Issuances after the Closing Date.

         (b)      Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio as of the end of any fiscal quarter of the Borrower to be greater than (i)
for any fiscal quarter ending during the period from the Closing Date to and
including June 30, 2004, 2.75:1.0, (ii) for any fiscal quarter ending during the
period from July 1, 2004 to and including June 30, 2005, 2.35:1.0 and (iii) for
any fiscal quarter ending on and after July 1, 2005, 2.00:1.0.

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         (c)      Consolidated Fixed Charge Coverage Ratio. Permit the
Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of
the Borrower to be less than 1.25:1.0.

8.12     Prepayment of Subordinated Indebtedness.

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

         (b)      Make (or give any notice with respect thereto) any voluntary
or optional payment or prepayment or redemption or acquisition for value of
(including without limitation, by way of depositing money or securities with the
trustee with respect thereto before due for the purpose of paying when due),
refund, refinance or exchange of any Subordinated Indebtedness of the Borrower
or any Subsidiary.

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

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

         (b)      Change its fiscal year.

         (c)      Without providing ten (10) days prior written notice to the
Administrative Agent, change its name, state of formation or form of
organization.

8.14     Ownership of Subsidiaries; Inactive Subsidiaries.

         (a)      Notwithstanding any other provisions of this Agreement to the
contrary, (i) permit any Person (other than the Borrower or any Wholly Owned
Subsidiary of the Borrower) to own any Capital Stock of any Subsidiary of the
Borrower, except to qualify directors where required by applicable law or to
satisfy other requirements of applicable law with respect to the ownership of
Capital Stock of Foreign Subsidiaries unless any non-Wholly Owned Subsidiary
complies with the terms of Section 7.12 and 7.14 and the other shareholders in
such Subsidiary acknowledge the guaranty provided by such Subsidiary pursuant to
the terms hereof and the Liens granted by such Subsidiary pursuant to the Loan
Documents in a form satisfactory to the Administrative Agent.or (ii) permit any
Subsidiary of the Borrower to issue or have outstanding any shares of preferred
Capital Stock.

         (b)      Permit any Inactive Subsidiary to (i) create, incur, assume or
suffer to exist any Indebtedness, (ii) create, incur, assume or suffer to exist
any Lien upon any of its Property, (iii) make any Investments or (iv) except in
a transaction expressly permitted by Section 8.04, enter into any transaction
with any Affiliate.

8.15     Sale Leasebacks.

         Enter into any Sale and Leaseback Transaction other than the sale and
leaseback of the Greenville Processing Center contemplated by Section 7.15(c).

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                                   ARTICLE IX

                         EVENTS OF DEFAULT AND REMEDIES

9.01     Events of Default.

         Any of the following shall constitute an Event of Default:

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

                  (b)      Specific Covenants. The Borrower fails to perform or
         observe any term, covenant or agreement contained in any of Section
         7.05(a), 7.10, 7.11, 7.12 or 7.14 or Article VIII or

                  (c)      Other Covenants. The Borrower fails to perform or
         observe any term, covenant or agreement contained in any of Section
         7.01, Section 7.02 or Section 7.03 and such failure continues for 5
         Business Days after the earlier of a Responsible Officer of a Loan
         Party becoming aware of such failure or notice thereof by the
         Administrative Agent; or

                  (d)      Other Defaults. Any Loan Party fails to perform or
         observe any other covenant or agreement (not specified in subsection
         (a), (b) or (c) above) contained in any Loan Document on its part to be
         performed or observed and such failure continues for thirty days after
         the earlier of a Responsible Officer of a Loan Party becoming aware of
         such failure or notice thereof by the Administrative Agent; or

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

                  (f)      Cross-Default. (i) The Borrower or any Subsidiary (A)
         fails to make any payment when due (whether by scheduled maturity,
         required prepayment, acceleration, demand, or otherwise) in respect of
         any Indebtedness or Guarantee (other than Indebtedness hereunder and
         Indebtedness under Swap Contracts) having an aggregate principal amount
         (including undrawn committed or available amounts and including amounts
         owing to all creditors under any combined or syndicated credit
         arrangement) of more than the Threshold Amount, or (B) fails to observe
         or perform any other agreement or condition relating to any such
         Indebtedness or Guarantee or contained in any instrument or agreement
         evidencing, securing or relating thereto, or any other event occurs,
         the effect of which default or other event is to cause, or to permit
         the holder or holders of such Indebtedness or the beneficiary or
         beneficiaries of such Guarantee (or a trustee or agent on behalf of
         such holder or holders or beneficiary or beneficiaries) to cause, with
         the giving of notice if required, such Indebtedness to be demanded or
         to become due or to be repurchased, prepaid, defeased or redeemed
         (automatically or otherwise), or an offer to repurchase, prepay,
         defease or redeem such Indebtedness to be made, prior to its stated
         maturity, or such Guarantee to become payable or cash collateral in
         respect thereof to be demanded; or (ii) there occurs under any Swap
         Contract an Early Termination Date (as defined in such Swap

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         Contract) resulting from (A) any event of default under such Swap
         Contract as to which the Borrower or any Subsidiary is the Defaulting
         Party (as defined in such Swap Contract) or (B) any Termination Event
         (as so defined) under such Swap Contract as to which the Borrower or
         any Subsidiary is an Affected Party (as so defined) and, in either
         event, the Swap Termination Value owed by the Borrower or such
         Subsidiary as a result thereof is greater than the Threshold Amount; or

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

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

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

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

                  (k)      Invalidity of Loan Documents. Any Loan Document, at
         any time after its execution and delivery and for any reason other than
         as expressly permitted hereunder or satisfaction in full of all the
         Obligations, ceases to be in full force and effect or fails to give the
         Administrative Agent and/or the Lenders the Liens, rights, powers and
         privileges purported to be created by the Loan Documents; or any Loan
         Party or any other Person contests in any manner the validity or
         enforceability of any Loan Document; or any Loan Party denies that it
         has any or further liability or obligation under any Loan Document, or
         purports to revoke, terminate or rescind any Loan Document; or

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

                  (m)      Subordinated Indebtedness. There shall occur an Event
         of Default (or any comparable term) under, and as defined in, the
         documentation evidencing the Subordinated Indebtedness.

9.02     Remedies Upon Event of Default.

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

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

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

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

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

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

9.03     Application of Funds.

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

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

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

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

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

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

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

                                    ARTICLE X

                              ADMINISTRATIVE AGENT

10.01    Appointment and Authorization of Administrative Agent.

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

         (b)      The L/C Issuer shall act on behalf of the Lenders with respect
to any Letters of Credit issued by it and the documents associated therewith,
and the L/C Issuer shall have all of the benefits and immunities (i) provided to
the Administrative Agent in this Article X with respect to any acts taken or
omissions suffered by the L/C Issuer in connection with Letters of Credit issued
by it or proposed to be

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issued by it and the applications and agreements for letters of credit
pertaining to such Letters of Credit as fully as if the term "Administrative
Agent" as used in this Article X and in the definition of "Agent-Related Person"
included the L/C Issuer with respect to such acts or omissions, and (ii) as
additionally provided herein with respect to the L/C Issuer.

10.02    Delegation of Duties.

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

10.03    Liability of Administrative Agent.

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

10.04    Reliance by Administrative Agent.

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

         (b)      For purposes of determining compliance with the conditions
specified in Section 5.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved

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by or acceptable or satisfactory to a Lender unless the Administrative Agent
shall have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

10.05    Notice of Default.

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

10.06    Credit Decision; Disclosure of Information by Administrative Agent.

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

10.07    Indemnification of Administrative Agent.

Whether or not the transactions contemplated hereby are consummated, the Lenders
shall indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of any Loan Party and without limiting the obligation
of any Loan Party to do so), pro rata, and hold harmless each Agent-Related
Person from and against any and all Indemnified Liabilities incurred by it;
provided, however, that no Lender shall be liable for the payment to any
Agent-Related Person of any portion of such Indemnified Liabilities to the
extent determined in a final, nonappealable judgment by a court of competent
jurisdiction to have resulted from such Agent-Related Person's own gross
negligence or willful misconduct; provided, however, that no action taken in
accordance with the directions of the Required

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Lenders shall be deemed to constitute gross negligence or willful misconduct for
purposes of this Section. Without limitation of the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including Attorney Costs) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrower. The undertaking in this Section shall survive termination of the
Commitments, the payment of all other Obligations and the resignation of the
Administrative Agent; provided further, however, to the extent the L/C Issuer is
entitled to indemnification under this Section 10.07, to the extent such
indemnification relates solely to the L/C Issuer's acting in such capacity, the
indemnification provided for in this Section 10.07 will be the obligations
solely of the Lenders with Revolving Commitments.

10.08    Administrative Agent in its Individual Capacity.

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

10.09    Successor Administrative Agent.

         The Administrative Agent may resign as Administrative Agent upon thirty
days' notice to the Lenders; provided that any such resignation by Bank of
America shall also constitute its resignation as L/C Issuer and Swing Line
Lender. If the Administrative Agent resigns under this Agreement, the Required
Lenders shall appoint from among the Lenders a successor administrative agent
for the Lenders, which successor administrative agent shall be consented to by
the Borrower at all times other than during the existence of an Event of Default
(which consent of the Borrower shall not be unreasonably withheld or delayed).
If no successor administrative agent is appointed prior to the effective date of
the resignation of the Administrative Agent, the Administrative Agent may
appoint, after consulting with the Lenders and the Borrower, a successor
administrative agent from among the Lenders. Upon the acceptance of its
appointment as successor administrative agent hereunder, the Person acting as
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender
and the respective terms "Administrative Agent", "L/C Issuer" and "Swing Line
Lender" shall mean such successor administrative agent, Letter of Credit issuer
and swing line lender, and the retiring Administrative Agent's appointment,
powers and duties in such capacities shall be terminated without any other
further act or deed on its behalf. After any retiring Administrative Agent's
resignation hereunder as Administrative Agent, the provisions of this Article X
and Sections 11.04 and 11.05 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent under this
Agreement. If no successor administrative agent has accepted appointment as
Administrative Agent by the date thirty days following a retiring Administrative
Agent's notice of resignation, the retiring Administrative Agent's resignation
shall nevertheless thereupon

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become effective and the Lenders shall perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above.

10.10    Administrative Agent May File Proofs of Claim.

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

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09 and 11.04.

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

10.11    Collateral and Guaranty Matters.

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

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

                  (b)      to subordinate any Lien on any Property granted to or
         held by the Administrative Agent under any Loan Document to the holder
         of any Lien on such Property that is permitted by Section 8.01(i); and

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

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

10.12    Other Agents; Arrangers and Managers.

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

                                   ARTICLE XI

                                  MISCELLANEOUS

11.01    Amendments, Etc.

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

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

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

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

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

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

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

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

                  (h)      without the consent of Lenders (other than Defaulting
         Lenders) holding in the aggregate at least a majority of the Revolving
         Commitments (or if the Revolving Commitments have been terminated, the
         outstanding Revolving Loans (and participations in any Swing Line Loans
         and L/C Obligations)), (i) waive any Default or Event of Default for
         purposes of Section 5.02 for purposes of any Revolving Loan borrowing
         or L/C Credit Extension and (ii) amend, change, waive, discharge or
         terminate Section 2.01(a), 2.02, 2.03, 2.05(b)(i) or 2.06 or any term,
         covenant or agreement contained in Article VIII or Article IX; or

                  (i)      without the consent of Lenders (other than Defaulting
         Lenders) holding in the aggregate at least a majority of the
         outstanding Term Loan (and participations therein), (i) amend, change,
         waive, discharge or terminate Section 2.05(b)(vi) so as to alter the
         manner of application of proceeds of any mandatory prepayment required
         by Section 2.05(b)(ii), (iii), (iv) or (v) hereof and (ii) amend,
         change, waive, discharge or terminate Section 2.05(c);

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

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

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11.02    Notices and Other Communications; Facsimile Copies.

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

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

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

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

         (b)      Effectiveness of Facsimile Documents and Signatures. Loan
Documents may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually signed originals and shall be binding on all
Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent
may also require that any such documents and signatures be confirmed by a
manually signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

         (c)      Limited Use of Electronic Mail. Electronic mail and internet
and intranet websites may be used only to distribute routine communications,
such as financial statements and other information as provided in Section 7.02,
and to distribute Loan Documents for execution by the parties thereto, and may
not be used for any other purpose.

         (d)      Reliance by Administrative Agent and Lenders. The
Administrative Agent and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Loan Notices and Swing Line Loan Notices)
purportedly given by or on behalf of the Borrower even if (i) such notices were
not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation thereof.
The Borrower shall indemnify each Agent-Related Person and each Lender from

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all losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the Borrower. All
telephonic notices to and other communications with the Administrative Agent may
be recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.

11.03    No Waiver; Cumulative Remedies.

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

11.04    Attorney Costs, Expenses and Taxes.

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

11.05    Indemnification by the Borrower.

         Whether or not the transactions contemplated hereby are consummated,
the Borrower agrees to indemnify and hold harmless each Agent-Related Person,
each Lender and their respective Affiliates, directors, officers, employees,
counsel, trustees, advisors, agents and attorneys-in-fact (collectively the
"Indemnitees") from and against any and all liabilities, obligations, losses,
damages, penalties, claims, demands, actions, judgments, suits, costs, expenses
and disbursements (including Attorney Costs) of any kind or nature whatsoever
which may at any time be imposed on, incurred by or asserted against any such
Indemnitee in any way relating to or arising out of or in connection with (a)
the execution, delivery, enforcement, performance or administration of any Loan
Document or any other agreement, letter or instrument delivered in connection
with the transactions contemplated thereby or the consummation of the
transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit
or the use or proposed use of the proceeds therefrom (including any refusal by
the L/C Issuer to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit), (c) any actual or alleged presence or
release of Hazardous Materials on or from any property currently or formerly
owned or operated by the Borrower,

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any Subsidiary or any other Loan Party, or any Environmental Liability related
in any way to the Borrower, any Subsidiary or any other Loan Party, or (d) any
actual or prospective claim, litigation, investigation or proceeding relating to
any of the foregoing, whether based on contract, tort or any other theory
(including any investigation of, preparation for, or defense of any pending or
threatened claim, investigation, litigation or proceeding) and regardless of
whether any Indemnitee is a party thereto (all the foregoing, collectively, the
"Indemnified Liabilities"); provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such liabilities, obligations,
losses, damages, penalties, claims, demands, actions, judgments, suits, costs,
expenses or disbursements are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee. No such Indemnitee shall, without the
consent of the Borrower (such consent not to be unreasonably withheld) effect a
settlement or compromise of any such litigation, investigation, action, suit,
proceeding or claim. No Indemnitee shall be liable for any damages arising from
the use by others of any information or other materials obtained through
IntraLinks or other similar information transmission systems in connection with
this Agreement, nor shall any Indemnitee have any liability for any indirect or
consequential damages relating to this Agreement or any other Loan Document or
arising out of its activities in connection herewith or therewith (whether
before or after the Closing Date). All amounts due under this Section 11.05
shall be payable within ten Business Days after demand therefor. The agreements
in this Section shall survive the resignation of the Administrative Agent, the
replacement of any Lender, the termination of the Commitments and the repayment,
satisfaction or discharge of all the other Obligations.

11.06    Payments Set Aside.

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

11.07    Successors and Assigns.

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

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         (b)      Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (b), participations in L/C Obligations and in Swing
Line Loans) at the time owing to it); provided that (i) except in the case of an
assignment of the entire remaining amount of the assigning Lender's Commitment
and the Loans at the time owing to it or in the case of an assignment to a
Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection
(g) of this Section) with respect to a Lender, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder)
subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative
Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of
the Trade Date, shall not be less than $2,500,000 in the case of an assignment
of Revolving Loans and $1,000,000 in the case of an assignment of Term Loans
unless each of the Administrative Agent and, so long as no Event of Default has
occurred and is continuing, the Borrower otherwise consents (each such consent
not to be unreasonably withheld or delayed); (ii) each partial assignment shall
be made as an assignment of a proportionate part of all the assigning Lender's
Loans and Commitments, and rights and obligations with respect thereto,
assigned, except that this clause (ii) shall not apply to rights in respect of
Swing Line Loans or the Term Loan; (iii) any assignment of a Revolving
Commitment must be approved by the Administrative Agent, the L/C Issuer and the
Swing Line Lender unless the Person that is the proposed assignee is itself a
Lender (whether or not the proposed assignee would otherwise qualify as an
Eligible Assignee); and (iv) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee of $3,500. Subject to acceptance and recording
thereof by the Administrative Agent pursuant to subsection (c) of this Section,
from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
3.01, 3.04, 3.05, 11.04 and 11.05 with respect to facts and circumstances
occurring prior to the effective date of such assignment). Upon request, the
Borrower (at its expense) shall execute and deliver a Note to the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with subsection (d) of this Section.

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

         (d)      Any Lender may at any time, without the consent of, or notice
to, the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or the Borrower or any of the Borrower's Affiliates
or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender's participations in L/C
Obligations and/or Swing Line Loans) owing to it); provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender

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

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

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

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

                  "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
         Lender; (c) an Approved Fund; and (d) any other Person (other than a
         natural person) approved by (i) the Administrative Agent (and in the
         case of an assignment of a Revolving Commitment, the L/C Issuer and the
         Swing Line Lender), and (ii) unless an Event of Default has occurred
         and is continuing, the Borrower (each such approval not to be
         unreasonably withheld or delayed); provided that notwithstanding the
         foregoing, "Eligible Assignee" shall not include the Borrower or any of
         the Borrower's Affiliates or Subsidiaries.

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

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

         (h)      Notwithstanding anything to the contrary contained herein, if
at any time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, (i) upon thirty days' notice to the
Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days'
notice to the Borrower, resign as Swing Line Lender. In the event of any such
resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled
to appoint from among the Lenders a

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successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no
failure by the Borrower to appoint any such successor shall affect the
resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case
may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights
and obligations of the L/C Issuer hereunder with respect to all Letters of
Credit outstanding as of the effective date of its resignation as L/C Issuer and
all L/C Obligations with respect thereto (including the right to require the
Lenders to make Base Rate Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line
Lender, it shall retain all the rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and outstanding as of the
effective date of such resignation, including the right to require the Lenders
to make Base Rate Loans or fund risk participations in outstanding Swing Line
Loans pursuant to Section 2.04(c).

11.08    Confidentiality.

Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential); (b) to the extent requested by any regulatory
authority having jurisdiction over the Administrative Agent or any Lender; (c)
to the extent required by applicable laws or regulations or by any subpoena or
similar legal process; provided, however, that the Administrative Agent and/or
such Lender will give the Borrower as soon as reasonably practicable prior
notice of such disclosure unless such subpoena expressly provides that no such
prior notice shall be given to the Borrower; (d) to any other party to this
Agreement; (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of
or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its rights or obligations under this Agreement or (ii) any direct or
indirect contractual counterparty or prospective counterparty (or such
contractual counterparty's or prospective counterparty's professional advisor)
to any credit derivative transaction relating to obligations of the Loan
Parties; (g) with the consent of the Borrower; (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent or any Lender
on a nonconfidential basis from a source other than the Borrower; or (i) to the
National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's or its Affiliates' investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates. In
addition, the Administrative Agent and the Lenders may disclose the existence of
this Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the
Administrative Agent and the Lenders in connection with the administration and
management of this Agreement, the other Loan Documents, the Commitments, and the
Credit Extensions. For the purposes of this Section, "Information" means all
information received from any Loan Party relating to any Loan Party or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by any Loan Party. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. Notwithstanding
anything herein to the contrary, "Information" shall not include, and the
Administrative Agent and each Lender may disclose without limitation of any
kind, any information with respect to the "tax treatment" and "tax structure"
(in each case, within the meaning of Treasury Regulation Section 1.6011-4) of
the transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to the Administrative Agent or
such Lender relating to such tax treatment and tax structure; provided that with
respect to any document or

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similar item that in either case contains information concerning the tax
treatment or tax structure of the transaction as well as other information, this
sentence shall only apply to such portions of the document or similar item that
relate to the tax treatment or tax structure of the Loans, Letters of Credit and
transactions contemplated hereby.

11.09    Set-off.

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

11.10    Interest Rate Limitation.

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

11.11    Counterparts.

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

11.12    Integration.

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

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11.13    Survival of Representations and Warranties.

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

11.14    Severability.

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

11.15    Tax Forms.

                  (a)      (i) Each Lender that is not a "United States person"
         within the meaning of Section 7701(a)(30) of the Internal Revenue Code
         (a "Foreign Lender") shall deliver to the Administrative Agent, prior
         to receipt of any payment subject to withholding under the Internal
         Revenue Code (or upon accepting an assignment of an interest herein),
         two duly signed completed copies of either IRS Form W-8BEN or any
         successor thereto (relating to such Foreign Lender and entitling it to
         an exemption from, or reduction of, withholding tax on all payments to
         be made to such Foreign Lender by the Borrower pursuant to this
         Agreement) or IRS Form W-8ECI or any successor thereto (relating to all
         payments to be made to such Foreign Lender by the Borrower pursuant to
         this Agreement) or such other evidence satisfactory to the Borrower and
         the Administrative Agent that such Foreign Lender is entitled to an
         exemption from, or reduction of, U.S. withholding tax, including any
         exemption pursuant to Section 881(c) of the Internal Revenue Code.
         Thereafter and from time to time, each such Foreign Lender shall (A)
         promptly submit to the Administrative Agent such additional duly
         completed and signed copies of one of such forms (or such successor
         forms as shall be adopted from time to time by the relevant United
         States taxing authorities) as may then be available under then current
         United States laws and regulations to avoid, or such evidence as is
         satisfactory to the Borrower and the Administrative Agent of any
         available exemption from or reduction of, United States withholding
         taxes in respect of all payments to be made to such Foreign Lender by
         the Borrower pursuant to this Agreement, (B) promptly notify the
         Administrative Agent of any change in circumstances which would modify
         or render invalid any claimed exemption or reduction, and (C) take such
         steps as shall not be materially disadvantageous to it, in the
         reasonable judgment of such Lender, and as may be reasonably necessary
         (including the re-designation of its Lending Office) to avoid any
         requirement of applicable Laws that the Borrower make any deduction or
         withholding for taxes from amounts payable to such Foreign Lender.

                  (ii)     Each Foreign Lender, to the extent it does not act or
         ceases to act for its own account with respect to any portion of any
         sums paid or payable to such Lender under any of the Loan Documents
         (for example, in the case of a typical participation by such Lender),
         shall deliver

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<PAGE>

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

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

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

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

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

11.16    Replacement of Lenders.

                  Under any circumstances set forth herein providing that the
         Borrower shall have the right to replace a Lender as a party to this
         Agreement, the Borrower may, upon notice to such Lender

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         and the Administrative Agent, replace such Lender by causing such
         Lender to assign its Commitment and outstanding Loans (with the
         assignment fee to be paid by the Borrower in such instance) pursuant to
         Section 11.07(b) to one or more other Lenders or Eligible Assignees
         procured by the Borrower; provided, however, that if the Borrower
         elects to exercise such right with respect to any Lender pursuant to
         Section 3.06(b), it shall be obligated to replace all Lenders that have
         made similar requests for compensation pursuant to Section 3.01 or
         3.04. The Borrower shall (x) pay in full all principal, interest, fees
         and other amounts owing to such Lender through the date of replacement
         (including any amounts payable pursuant to Section 3.05), (y) provide
         appropriate assurances and indemnities (which may include letters of
         credit) to the L/C Issuer and the Swing Line Lender as each may
         reasonably require with respect to any continuing obligation to fund
         participation interests in any L/C Obligations or any Swing Line Loans
         then outstanding, and (z) release such Lender from its obligations
         under the Loan Documents. Any Lender being replaced shall execute and
         deliver an Assignment and Assumption with respect to such Lender's
         Commitment and outstanding Loans and participations in L/C Obligations
         and Swing Line Loans.

11.17    Governing Law.

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

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

11.18    Waiver of Right to Trial by Jury.

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

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                            [SIGNATURE PAGES FOLLOW]

                                       94

<PAGE>

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

BORROWER:                           PER-SE TECHNOLOGIES, INC.,
                                    a Delaware corporation

                                    By: /s/ Chris E. Perkins
                                       -----------------------------------------
                                    Name: Chris E. Perkins
                                    Title: Executive Vice President and CFO


GUARANTORS:                         HEALTH DATA SERVICES, INC.,
                                    an Ohio corporation

                                    By: /s/ Chris E. Perkins
                                       -----------------------------------------
                                    Name: Chris E. Perkins
                                    Title: Executive Vice President and CFO


                                    KNOWLEDGEABLE HEALTHCARE SOLUTIONS, INC.,
                                    an Alabama corporation

                                    By: /s/ Chris E. Perkins
                                       -----------------------------------------
                                    Name: Chris E. Perkins
                                    Title: Executive Vice President and CFO


                                    PATIENT ACCOUNT MANAGEMENT SERVICES, INC.,
                                    an Ohio corporation

                                    By: /s/ Chris E. Perkins
                                       -----------------------------------------
                                    Name: Chris E. Perkins
                                    Title: Executive Vice President and CFO


                                    PER-SE TRANSACTION SERVICES, INC.,
                                    an Indiana corporation

                                    By: /s/ Chris E. Perkins
                                       -----------------------------------------
                                    Name: Chris E. Perkins
                                    Title: Executive Vice President and CFO


                                    PST PRODUCTS, LLC,
                                    a California limited liability company

                                    By: /s/ Chris E. Perkins
                                       -----------------------------------------
                                    Name: Chris E. Perkins
                                    Title: Executive Vice President and CFO


                                    PST SERVICES, Inc.,
                                    a Georgia corporation

                                    By: /s/ Chris E. Perkins
                                       -----------------------------------------
                                    Name: Chris E. Perkins
                                    Title: Executive Vice President and CFO

<PAGE>

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

                  By: /s/ Kristine Thennes
                     -----------------------------------------
                  Name: Kristine Thennes
                  Title: Vice President

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

                  By: /s/ William H. Powell
                     -----------------------------------------
                  Name: William H. Powell
                  Title: Senior Vice President

                  WACHOVIA BANK, NATIONAL ASSOCIATION,
                  as a Lender

                  By: /s/ Thomas Stein
                     -----------------------------------------
                  Name: Thomas Stein
                  Title: Managing Director

                  GENERAL ELECTRIC CAPITAL CORPORATION,
                  as a Lender

                  By: /s/ Earl F. Smith III
                     -----------------------------------------
                  Name: Earl F. Smith III
                  Title: Duly Authorized Signatory

                  FLEET NATIONAL BANK,
                  as a Lender

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

                  MERRILL LYNCH CAPITAL,
                  a division of Merrill Lynch Business Financial Services, Inc.,
                  as a Lender

                  By: /s/ Clare Bailite
                     -----------------------------------------
                  Name: Clare Bailite
                  Title: Director

                  FOXE BASIN CLO 2003, LTD.,
                  by Royal Bank of Canada as Collateral Manager,
                  as a Lender

                  By: /s/
                     -----------------------------------------
                  Name:
                  Title:

<PAGE>

                  CAROLINA FIRST
                  as a Lender

                  By: /s/ Charles D. Chamberlain
                     -----------------------------------------
                  Name: Charles D. Chamberlain
                  Title: Executive Vice President