EXHIBIT 10.3

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                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                      among

                           HQ GLOBAL HOLDINGS, INC.,

    VANTAS INCORPORATED (or, after the Acquisitions referred to herein,
    HQ Merger Subsidiary, Inc. (to be renamed "HQ Global Workplaces, Inc.")),
                                  as Borrower,

                                 VARIOUS BANKS,

                             ING CAPITAL (U.S.) LLC,
                               as Managing Agent,

                              BANKERS TRUST COMPANY,
                      as Syndication Agent and Co-Arranger,

                            CITICORP REAL ESTATE, INC.,
                     as Documentation Agent and Co-Arranger,

                                       and

                                  BNP PARIBAS,

                      as Administrative Agent and Arranger

                  ----------------------------------------------

                          Dated as of January 16, 1997

                                       and

                   Amended and Restated as of November 6, 1998

                                       and

                    Amended and Restated as of August 3, 1999

                                   and further

                     Amended and Restated as of May 31, 2000

                  ----------------------------------------------

                                  $275,000,000

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                  AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 16,
1997, amended and restated as of November 6, 1998, further amended and restated
as of August 3, 1999, and further amended and restated as of May 31, 2000, among
HQ GLOBAL HOLDINGS, INC., a corporation organized and existing under the laws of
the State of Delaware (the "Parent"), the Borrower, the Banks party hereto from
time to time, ING (U.S.) CAPITAL LLC, as Managing Agent (the "Managing Agent"),
BANKERS TRUST COMPANY, as syndication agent and co-arranger (the "Syndication
Agent"), CITICORP REAL ESTATE, INC., as documentation agent and co-arranger (the
"Documentation Agent"), and BNP PARIBAS (formerly known as Paribas), as
administrative agent and arranger (the "Administrative Agent"). Unless otherwise
defined herein, all capitalized terms used herein and defined in Section 10 are
used herein as therein defined.


                              W I T N E S S E T H:
                              - - - - - - - - - -

                  WHEREAS, Vantas, the Existing Banks and the Administrative
Agent are parties to a Credit Agreement, dated as of January 16, 1997, and
amended and restated as of November 6, 1998, and further amended and restated as
of August 3, 1999 (as so amended and restated and as the same has been further
amended, modified or supplemented to, but not including, the Third Restatement
Effective Date, the "Second Amended and Restated Credit Agreement"); and

                  WHEREAS, Vantas has requested that the Second Amended and
Restated Credit Agreement be further amended and restated and the Banks and the
Administrative Agent are willing to amend and restate the same upon the terms
and conditions set forth below;

                  NOW, THEREFORE, the parties hereto agree that the Second
Amended and Restated Credit Agreement shall be and hereby is amended and
restated in its entirety as follows:

                  Section 1. Amount and Terms of Credit.

                  1.01 The Commitments. (a) Subject to and upon the terms and
conditions set forth herein, each Existing A Term Loan Bank severally agrees to
continue, on the Third Restatement Effective Date, the Existing A Term Loans
made by such Existing A Term Loan Bank to the Borrower pursuant to the Second
Amended and Restated Credit Agreement and outstanding on the Third Restatement
Effective Date (immediately prior to giving effect thereto) (such Existing A
Term Loans continued as provided above, the "A Term Loans"), which A Term Loans:

                  (i) except as hereafter provided, shall, at the option of the
         Borrower, be continued and maintained as, and/or converted into, Base
         Rate Loans or Eurodollar Loans, provided that except as otherwise
         specifically provided in Section 1.10(b), all A Term Loans made as part
         of the same Borrowing shall at all times consist of A Term Loans of the
         same Type; and

                  (ii) shall not exceed for any Existing A Term Loan Bank, in
         initial principal amount, that amount which equals the aggregate
         outstanding principal amount of the



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         Existing A Term Loans, if any, made by such Existing A Term Loan Bank
         and outstanding on the Third Restatement Effective Date (immediately
         prior to giving effect thereto) as set forth on Schedule I hereto.

Once repaid, A Term Loans incurred hereunder may not be reborrowed.

                  (b) Subject to and upon the terms and conditions set
forth herein, each Existing B Term Loan Bank severally agrees to continue, on
the Third Restatement Effective Date, the Existing B Term Loans made by such
Existing B Term Loan Bank to the Borrower pursuant to the Second Amended and
Restated Credit Agreement and outstanding on the Third Restatement Effective
Date (immediately prior to giving effect thereto) (such Existing B Term Loans
continued as provided above, the "B Term Loans"), which B Term Loans:

                  (i) except as hereafter provided, shall, at the option of the
         Borrower, be continued and maintained as, and/or converted into, Base
         Rate Loans or Eurodollar Loans, provided that except as otherwise
         specifically provided in Section 1.10(b), all B Term Loans made as part
         of the same Borrowing shall at all times consist of B Term Loans of the
         same Type; and

                  (ii) shall not exceed for any Existing B Term Loan Bank, in
         initial principal amount, that amount which equals the aggregate
         outstanding principal amount of the Existing B Term Loans, if any, made
         by such Existing B Term Loan Bank and outstanding on the Third
         Restatement Effective Date (immediately prior to giving effect thereto)
         as set forth on Schedule I hereto.

Once repaid, B Term Loans incurred hereunder may not be reborrowed.

                  (c) Subject to and upon the terms and conditions set
forth herein, each Bank with a C Term Loan Commitment severally agrees to make,
on the Third Restatement Effective Date, a term loan (each, a "C Term Loan" and,
collectively, the "C Term Loans") to the Borrower, which C Term Loans (i) except
as hereafter provided, shall, at the option of the Borrower, be continued and
maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans,
provided that (x) except as otherwise specifically provided in Section 1.10(b),
all C Term Loans made as part of the same Borrowing shall at all times consist
of C Term Loans of the same Type and (y) no C Term Loans may be incurred as
Eurodollar Loans prior to the Syndication Termination Date, except to the extent
incurred on the Initial Eurodollar Loan Borrowing Date and then only so long as
any such Eurodollar Loans have an Interest Period of one month (or such shorter
period as may be acceptable to the Borrower and the Banks with outstanding C
Term Loans) and (ii) shall not exceed for any Bank, in initial aggregate
principal amount, that amount which equals the C Term Loan Commitment of such
Bank on such date (before giving effect to any reductions thereto on such date
pursuant to Section 2.03(b)). Once repaid, C Term Loans incurred hereunder may
not be reborrowed.

                  (d) Subject to and upon the terms and conditions set forth
herein, each Bank with an Acquisition Loan Commitment severally agrees to make,
on the Third Restatement Effective Date, a loan or loans (each, an "Acquisition
Loan" and, collectively, the "Acquisition


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<PAGE>

Loans") to the Borrower, which Acquisition Loans (i) shall, at the option of the
Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as
otherwise specifically provided in Section 1.10(b), all Acquisition Loans
comprising the same Borrowing shall at all times be of the same Type and (ii)
shall not exceed for any Bank at any time outstanding that aggregate principal
amount which equals the Acquisition Loan Commitment of such Bank at such time
(after giving effect to any reductions thereto on or prior to such date pursuant
to Section 2.03(c)(ii)). Once repaid, Acquisition Loans incurred hereunder may
not be reborrowed.

                  (e) Subject to and upon the terms and conditions set forth
herein, each Bank with an A Revolving Loan Commitment severally agrees at any
time and from time to time after the Third Restatement Effective Date and prior
to the A Revolving Loan Maturity Date, to make a loan or loans (each, an "A
Revolving Loan" and, collectively, the "A Revolving Loans") to the Borrower,
which A Revolving Loans (i) shall, at the option of the Borrower, be Base Rate
Loans or Eurodollar Loans; provided that except as otherwise specifically
provided in Section 1.10(b), all A Revolving Loans comprising the same Borrowing
shall at all times be of the same Type, (ii) may be repaid and reborrowed in
accordance with the provisions hereof, and (iii) shall not exceed for any Bank
at any time outstanding that aggregate principal amount which, when added to the
product of (x) such Bank's A RL Percentage and (y) the aggregate amount of all A
Letter of Credit Outstandings (exclusive of A Unpaid Drawings which are repaid
with the proceeds of, and simultaneously with the incurrence of, the respective
incurrence of A Revolving Loans), equals the Available A Revolving Loan
Commitment of such Bank at such time.

                  (f) Subject to and upon the terms and conditions set forth
herein, each Bank with a B Revolving Loan Commitment severally agrees at any
time and from time to time on and after the Third Restatement Effective Date and
prior to the B Revolving Loan Maturity Date, to make a loan or loans (each, a "B
Revolving Loan" and, collectively, the "B Revolving Loans") to the Borrower,
which B Revolving Loans (i) shall, at the option of the Borrower, be Base Rate
Loans or Eurodollar Loans; provided that (x) except as otherwise specifically
provided in Section 1.10(b), all B Revolving Loans comprising the same Borrowing
shall at all times be of the same Type and (y) no B Revolving Loans may be
incurred as Eurodollar Loans prior to the Syndication Termination Date, except
that Eurodollar Loans may be incurred on the Initial Eurodollar Loan Borrowing
Date so long as any Eurodollar Loans incurred on such date have an Interest
Period equal to one month (or such shorter period as may be acceptable to the
Borrower and the Banks with a B Revolving Loan Commitment), (ii) may be repaid
and reborrowed in accordance with the provisions hereof, and (iii) shall not
exceed for any Bank at any time outstanding that aggregate principal amount
which, when added to the product of (x) such Bank's B RL Percentage and (y) the
aggregate amount of all B Letter of Credit Outstandings (exclusive of B Unpaid
Drawings which are repaid with the proceeds of, and simultaneously with the
incurrence of, the respective incurrence of B Revolving Loans), equals the B
Revolving Loan Commitment of such Bank at such time.

                  1.02 Minimum Amount of Each Borrowing. The aggregate principal
amount of each Borrowing hereunder shall not be less than the Minimum Borrowing
Amount and, if greater, shall be in integral multiples of (i) in the case of a
Borrowing of Base Rate Loans, $100,000 and (ii) in the case of a Borrowing of
Eurodollar Loans, $500,000. More than one

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Borrowing may occur on the same date, but at no time shall there be outstanding
more than [twenty] Borrowings of Eurodollar Loans.

                  1.03 Notice of Borrowing. (a) Whenever the Borrower desires to
make a Borrowing hereunder, it shall give the Administrative Agent at its Notice
Office, prior to 10:00 a.m. (New York time) at least one Business Day's prior
written notice (or telephonic notice promptly confirmed in writing) of each
Borrowing of Base Rate Loans and at least three Business Days' prior written
notice (or telephonic notice promptly confirmed in writing) of each Borrowing of
Eurodollar Loans. Each such notice (each, a "Notice of Borrowing"), except as
otherwise expressly provided in Section 1.10, shall be irrevocable and shall be
given by the Borrower in the form of Exhibit A-1, appropriately completed to
specify (i) the aggregate principal amount of the Loans to be made pursuant to
such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day),
(iii) whether the Loans being made pursuant to such Borrowing shall constitute A
Term Loans, B Term Loans, C Term Loans, A Revolving Loans, B Revolving Loans or
Acquisition Loans and (iv) whether the Loans being made pursuant to such
Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans
and, if Eurodollar Loans, the initial Interest Period to be applicable thereto.
Any notice received after 10:00 a.m. (New York time) shall be deemed to be
received on the next succeeding Business Day. The Administrative Agent shall
promptly give each Bank which is required to make Loans of the Tranche specified
in the respective Notice of Borrowing notice of such proposed Borrowing, of such
Bank's proportionate share thereof and of the other matters specified in the
Notice of Borrowing.

                  (b) Without in any way limiting the obligation of the Borrower
to confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent or the respective Issuing Bank (in the case of Letters of
Credit) may, prior to receipt of written confirmation, act without liability
upon the basis of telephonic notice believed by the Administrative Agent or the
respective Issuing Bank (in the case of Letters of Credit) in good faith to be
from the President, Senior Vice President of Finance, the Chief Executive
Officer, Chief Financial Officer or Controller of the Borrower. In each such
case, the Administrative Agent's or such Issuing Bank's record of the terms of
such telephonic notice shall be conclusive absent manifest error.

                  1.04 Disbursement of Funds. No later than 12:00 Noon (New York
time) on the date specified in each Notice of Borrowing, each Bank with a
Commitment of the respective Tranche will make available its pro rata portion
(determined in accordance with Section 1.07) of each such Borrowing requested to
be made on such date. All such amounts shall be made available in Dollars and in
immediately available funds at the Payment Office of the Administrative Agent,
and the Administrative Agent will make available to the Borrower at the Payment
Office the aggregate of the amounts so made available by the Banks. Unless the
Administrative Agent shall have been notified in writing by any Bank prior to
the date of Borrowing that such Bank does not intend to make available to the
Administrative Agent such Bank's portion of any Borrowing to be made on such
date, the Administrative Agent may assume that such Bank has made such amount
available to the


                                       -4-
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Administrative Agent on such date of Borrowing and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower a corresponding
amount. If such corresponding amount is not in fact made available to the
Administrative Agent by such Bank, the Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Bank. If such Bank does
not pay such corresponding amount forthwith upon the Administrative Agent's
demand therefor, the Administrative Agent shall promptly notify the Borrower,
and the Borrower shall immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
on demand from such Bank or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower, until the
date such corresponding amount is recovered by the Administrative Agent, at a
rate per annum equal to (i) if recovered from such Bank, the cost to the
Administrative Agent of acquiring overnight federal funds and (ii) if recovered
from the Borrower, the rate of interest applicable to the respective Borrowing,
as determined pursuant to Section 1.08. Nothing in this Section 1.04 shall be
deemed to relieve any Bank from its obligation to make Loans hereunder or to
prejudice any rights which the Borrower may have against any Bank as a result of
any failure by such Bank to make Loans hereunder.

                  1.05 Notes. (a) The Borrower's obligation to pay the principal
of, and interest on, the Loans made by each Bank shall be evidenced (i) if A
Term Loans, by a promissory note duly executed and delivered by the Borrower
substantially in the form of Exhibit B-1 with blanks appropriately completed in
conformity herewith (each, an "A Term Note" and, collectively, the "A Term
Notes"), (ii) if B Term Loans, by a promissory note duly executed and delivered
by the Borrower substantially in the form of Exhibit B-2 with blanks
appropriately completed in conformity herewith (each, a "B Term Note" and,
collectively, the "B Term Notes"), (iii) if C Term Loans, by a promissory note
duly executed and delivered by the Borrower substantially in the form of Exhibit
B-3 with blanks appropriately completed in conformity herewith (each, a "C Term
Note" and, collectively, the "C Term Notes"), (iv) if Acquisition Loans, by a
promissory note duly executed and delivered by the Borrower substantially in the
form of Exhibit B-4, with blanks appropriately completed in conformity herewith
(each, an "Acquisition Note" and collectively, the "Acquisition Notes"), (v) if
A Revolving Loans, by a promissory note duly executed and delivered by the
Borrower substantially in the form of Exhibit B-5, with blanks appropriately
completed in conformity herewith (each, an "A Revolving Note" and, collectively,
the "A Revolving Notes") and (vi) if B Revolving Loans, by a promissory note
duly executed and delivered by the Borrower substantially in the form of Exhibit
B-6, with blanks appropriately completed in conformity herewith (each, a "B
Revolving Note" and, collectively, the "B Revolving Notes").

                  (b) The A Term Note issued to each Bank shall (i) be executed
by the Borrower, (ii) be payable to the order of such Bank or its registered
assigns and be dated the Third Restatement Effective Date, (iii) be in a stated
principal amount equal to the principal amount of the A Term Loans continued by
such Bank on the Third Restatement Effective Date (or, in the case of any A Term
Note issued after the Third Restatement Effective Date, in a stated principal
amount equal to the outstanding principal amount of the A Term Loans of such
Bank on the date of the issuance thereof) and be payable in the principal amount
of A Term Loans evidenced thereby from time to time, (iv) mature on the A Term
Loan Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans


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and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to
voluntary repayment as provided in Section 3.01, and mandatory repayment as
provided in Section 3.02 and (vii) be entitled to the benefits of this
Agreement and the Guaranties and be secured by the Security Documents.

                  (c) The B Term Note issued to each Bank shall (i) be executed
by the Borrower, (ii) be payable to the order of such Bank or its registered
assigns and be dated the Third Restatement Effective Date, (iii) be in a stated
principal amount equal to the principal amount of the B Term Loans continued by
such Bank on the Third Restatement Effective Date (or, in the case of any B Term
Note issued after the Third Restatement Effective Date, in a stated principal
amount equal to the outstanding principal amount of the B Term Loans of such
Bank on the date of the issuance thereof) and be payable in the principal amount
of B Term Loans evidenced thereby from time to time, (iv) mature on the B Term
Loan Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in
Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be
entitled to the benefits of this Agreement and the Guaranties and be secured by
the Security Documents.

                  (d) The C Term Note issued to each Bank shall (i) be executed
by the Borrower, (ii) be payable to the order of such Bank or its registered
assigns and be dated the Third Restatement Effective Date, (iii) be in a stated
principal amount equal to the C Term Loan Commitment of such Bank on the Third
Restatement Effective Date (or, in the case of any C Term Note issued after the
Third Restatement Effective Date, in a stated principal amount equal to the
outstanding principal amount of the C Term Loan of such Bank on the date of the
issuance thereof) and be payable in the principal amount of C Term Loans
evidenced thereby from time to time, (iv) mature on the C Term Loan Maturity
Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in
respect of the Base Rate Loans and Eurodollar Loans, as the case may be,
evidenced thereby, (vi) be subject to voluntary repayment as provided in Section
3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled
to the benefits of this Agreement and the Guaranties and be secured by the
Security Documents.

                  (e) The Acquisition Note issued to each Bank with an
Acquisition Loan Commitment shall (i) be executed by the Borrower, (ii) be
payable to the order of such Bank or its registered assigns and be dated the
Third Restatement Effective Date, (iii) be in a stated principal amount equal to
the Acquisition Loan Commitment of such Bank (or, in the case of any Acquisition
Note issued after the Acquisition Loan Termination Date, in a stated principal
amount equal to the outstanding principal amount of the Acquisition Loans of
such Bank on the date of the issuance thereof) and be payable in the principal
amount of the Acquisition Loans evidenced thereby, (iv) mature on the
Acquisition Loan Maturity Date, (v) bear interest as provided in the appropriate
clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans,
as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as
provided in Section 3.01, and mandatory repayment as provided in Section 3.02
and (vii) be entitled to the benefits of this Agreement and the Guaranties and
be secured by the Security Documents.

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                  (f) The A Revolving Note issued to each Bank with an A
Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable
to the order of such Bank or its registered assigns and be dated the Third
Restatement Effective Date, (iii) be in a stated principal amount equal to the A
Revolving Loan Commitment of such Bank and be payable in the principal amount of
the A Revolving Loans evidenced thereby, (iv) mature on the A Revolving Loan
Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in
Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be
entitled to the benefits of this Agreement and the Guaranties and be secured by
the Security Documents.

                  (g) The B Revolving Note issued to each Bank with a B
Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable
to the order of such Bank or its registered assigns and be dated the Third
Restatement Effective Date, (iii) be in a stated principal amount equal to the B
Revolving Loan Commitment of such Bank and be payable in the principal amount of
the B Revolving Loans evidenced thereby, (iv) mature on the B Revolving Loan
Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in
Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be
entitled to the benefits of this Agreement and the Guaranties and be secured by
the Security Documents.

                  (h) Each Bank will note on its internal records the amount of
each Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the outstanding
principal amount of Loans evidenced thereby. Failure to make any such notation
or the making of an incorrect notation shall not affect the Borrower's
obligations in respect of such Loans.

                  1.06 Conversions. The Borrower shall have the option to
convert, on any Business Day, all or a portion at least equal to the Minimum
Borrowing Amount of the outstanding principal amount of the Loans made pursuant
to one or more Borrowings (so long as of the same Tranche) of one Type of Loan
into a Borrowing or Borrowings (of the same Tranche) of the other Type of Loan;
provided that:

                  (i) except as otherwise provided in Section 1.10(b),
         Eurodollar Loans may be converted into Base Rate Loans only on the last
         day of an Interest Period applicable to the Loans being converted and
         no such partial conversion of Eurodollar Loans shall reduce the
         outstanding principal amount of such Eurodollar Loans made pursuant to
         a single Borrowing to less than the Minimum Borrowing Amount applicable
         thereto;

                  (ii) Base Rate Loans may only be converted into Eurodollar
         Loans if no Default or Event of Default is in existence on the date of
         the conversion;

                  (iii) no conversion pursuant to this Section 1.06 shall result
         in a greater number of Borrowings than is permitted under Section 1.02;
         and


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                  (iv) prior to the Syndication Termination Date, no C Term Loan
         or B Revolving Loan may be converted into a Eurodollar Loan, except
         that on the Initial Eurodollar Loan Borrowing Date, C Term Loans and B
         Revolving Loans may be converted into Eurodollar Loans with an Interest
         Period of one month (or such shorter period as may be acceptable to the
         Borrower and the Banks with Loans and/or Commitments under the
         respective Tranche).

Each such conversion shall be effected by the Borrower by giving the
Administrative Agent at its Notice Office prior to 12:00 Noon (New York time) at
least three Business Days' prior written notice (or telephonic notice promptly
confirmed in writing) (each, a "Notice of Conversion") which notice shall be in
the form of Exhibit A-2, appropriately completed to specify the Loans to be so
converted, the Borrowing(s) pursuant to which such Loans were made and, if to be
converted into Eurodollar Loans, the Interest Period to be initially applicable
thereto. The Administrative Agent shall give each Bank prompt notice of any such
proposed conversion affecting any of its Loans.

                  1.07 Pro Rata Borrowings. All Borrowings of Loans under this
Agreement shall be incurred from the Banks pro rata on the basis of their
respective C Term Loan Commitments, Acquisition Loan Commitments, A Revolving
Loan Commitments or B Revolving Loan Commitments, as the case may be. It is
understood that no Bank shall be responsible for any default by any other Bank
of its obligation to make Loans hereunder and that each Bank shall be obligated
to make the Loans provided to be made by it hereunder regardless of the failure
of any other Bank to make its Loans hereunder.

                  1.08 Interest. (a) The Borrower agrees to pay interest in
respect of the unpaid principal amount of each Base Rate Loan made to it from
the date of the Borrowing thereof until the earlier of (i) the maturity thereof
(whether by acceleration or otherwise) of such Base Rate Loan and (ii) the
conversion of such Base Rate Loan to a Eurodollar Loan pursuant to Section 1.06,
at a rate per annum which shall at all times be equal to the sum of the
Applicable Margin plus the Base Rate in effect from time to time.

                  (b) The Borrower agrees to pay interest in respect of the
unpaid principal amount of each Eurodollar Loan made to it from the date of the
Borrowing thereof until the earlier of (i) the maturity thereof (whether by
acceleration or otherwise) of such Eurodollar Loan and (ii) the conversion of
such Eurodollar Loan to a Base Rate Loan pursuant to Section 1.06, 1.09 or
1.10(b), as applicable, at a rate per annum which shall, during each Interest
Period applicable thereto, be equal to the sum of the Applicable Margin plus the
Quoted Rate for such Interest Period.

                  (c) Overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan and any other overdue amount payable
hereunder shall, in each case, bear interest at a rate per annum equal to the
greater of (x) 2% per annum in excess of the rate otherwise applicable to Base
Rate Loans of the respective Tranche of Loans from time to time and (y) the rate
which is 2% in excess of the rate borne by such Loans. Interest which accrues
under this Section 1.08(c) shall be payable on demand.


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<PAGE>


                  (d) Accrued (and theretofore unpaid) interest shall be payable
(i) in respect of each Base Rate Loan, quarterly in arrears on each Quarterly
Payment Date, (ii) in respect of each Eurodollar Loan on (x) the date of any
prepayment or repayment thereof (on the amount prepaid or repaid), (y) the date
of any conversion into a Base Rate Loan pursuant to Section 1.06, 1.09 or
1.10(b), as applicable (on the amount converted) and (z) on the last day of each
Interest Period applicable thereto and, in the case of an Interest Period in
excess of three months, on each date occurring at three month intervals after
the first day of such Interest Period and (iii) in respect of each Loan, at
maturity (whether by acceleration or otherwise) and, after such maturity, on
demand. Notwithstanding anything to the contrary in this Agreement or in the
Second Amended and Restated Credit Agreement, all accrued (but theretofore
unpaid) interest with respect to Loans under, and as defined in, the Second
Amended and Restated Credit Agreement which were outstanding prior to the Third
Restatement Effective Date shall be payable on the Third Restatement Effective
Date.

                  (e) Upon each Interest Determination Date, the Administrative
Agent shall determine the Quoted Rate for the Interest Period applicable to
Eurodollar Loans and shall promptly notify the Borrower and the Banks thereof.
Each such determination shall, absent manifest error, be final and conclusive
and binding on all parties hereto.

                  (f) All computations of interest hereunder shall be made in
accordance with Section 12.07(b).

                  1.09 Interest Periods. At the time it gives any Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, a Eurodollar Loan (in the case of the initial Interest Period applicable
thereto) or prior to 10:00 a.m. (New York time) on the third Business Day prior
to the expiration of an Interest Period applicable to such Eurodollar Loan (in
the case of any subsequent Interest Period), the Borrower shall have the right
to elect, by giving the Administrative Agent notice thereof, the interest period
(each, an "Interest Period") applicable to such Eurodollar Loan, which Interest
Period shall, at the option of the Borrower, be a one, two, three or six-month
period (or, in the case of a Borrowing of Eurodollar Loans prior to the
Syndication Termination Date, such shorter period as may be acceptable to the
Borrower and the Banks with Loans and/or Commitments under the respective
Tranche); provided that:

                  (i) all Eurodollar Loans comprising a single Borrowing shall
         at all times have the same Interest Period;

                  (ii) the initial Interest Period for any Eurodollar Loan shall
         commence on the date of Borrowing of such Loan (including the date of
         any conversion thereto from a Borrowing of Base Rate Loans) and each
         Interest Period occurring thereafter in respect of such Loan shall
         commence on the day on which the next preceding Interest Period
         applicable thereto expires;

                  (iii) if any Interest Period relating to a Eurodollar Loan
         begins on a day for which there is no numerically corresponding day in
         the calendar month at the end of such Interest Period, such Interest
         Period shall end on the last Business Day of such calendar month;


                                       -9-
<PAGE>


                  (iv) if any Interest Period would otherwise expire on a day
         which is not a Business Day, such Interest Period shall expire on the
         next succeeding Business Day; provided, however, that if any Interest
         Period for a Eurodollar Loan would otherwise expire on a day which is
         not a Business Day but is a day of the month after which no further
         Business Day occurs in such month, such Interest Period shall expire on
         the next preceding Business Day;

                  (v) no Interest Period for a Borrowing under a Tranche shall
         be selected which extends beyond the respective Maturity Date of such
         Tranche;

                  (vi) no Interest Period may be selected at any time when any
         Default or Event of Default is then in existence;

                  (vii) no Interest Period in respect of any Borrowing of A Term
         Loans, B Term Loans, C Term Loans, or Acquisition Loans, as the case
         may be, shall be selected which extends beyond any date upon which a
         mandatory repayment of such A Term Loans, B Term Loans, C Term Loans,
         or Acquisition Loans will be required to be made under Section
         3.02(A)(b), (c), (d) or (e), as the case may be, if, after giving
         effect to the selection of such Interest Period, the aggregate
         principal amount of such A Term Loans, B Term Loans, C Term Loans, or
         Acquisition Loans, as the case may be, maintained as Eurodollar Loans
         which have Interest Periods expiring after such date will be in excess
         of the aggregate principal amount of such A Term Loans, B Term Loans, C
         Term Loans, or Acquisition Loans, as the case may be, then outstanding
         less the aggregate amount of such required prepayment; and

                  (viii) no Interest Period in respect of any Borrowing of C
         Term Loans or B Revolving Loans may be selected prior to the
         Syndication Termination Date, except that Interest Periods of one month
         (or such shorter period as may be acceptable to the Borrower and the
         Banks with Loans and/or Commitments under the respective Tranche) may
         be selected with respect to such Loans on the Initial Eurodollar Loan
         Borrowing Date.

If upon the expiration of any Interest Period applicable to a Borrowing of
Eurodollar Loans the Borrower has failed to elect a new Interest Period to be
applicable to such Eurodollar Loans as provided above or a Default or Event of
Default then exists, the Borrower shall be deemed to have elected to convert
such Eurodollar Loans into Base Rate Loans effective as of the expiration date
of such current Interest Period.

                  1.10 Increased Costs, Illegality, etc. (a) In the event that
any Bank shall have determined (which determination shall, absent manifest
error, be final and conclusive and binding upon all parties hereto but, with
respect to clause (i) below, may be made only by the Administrative Agent):

                  (i) on any Interest Determination Date that, by reason of any
         changes arising after the Original Effective Date affecting the
         interbank Eurodollar market, adequate and


                                       -10-
<PAGE>


         fair means do not exist for ascertaining the applicable interest rate
         on the basis provided for in the definition of Quoted Rate; or

                  (ii) at any time, that such Bank shall incur increased costs
         or reductions in the amounts received or receivable hereunder with
         respect to any Eurodollar Loan because of (x) any change since the
         Original Effective Date in any applicable law or governmental rule,
         regulation, order, guideline or request (whether or not having the
         force of law) or in the interpretation or administration thereof and
         including the introduction of any new law or governmental rule,
         regulation, order, guideline or request, such as, for example, but not
         limited to: (A) a change in the basis of taxation of payments to any
         Bank of the principal of or interest on the Notes or any other amounts
         payable hereunder (except for changes in the rate of tax on, or
         determined by reference to, the net income or profits of such Bank
         imposed by the jurisdiction in which its principal office or applicable
         lending office is located) or (B) a change in official reserve
         requirements (but, in all events, excluding reserves required under
         Regulation D to the extent included in the computation of the Quoted
         Rate) and/or (y) other circumstances since the Original Effective Date
         affecting such Bank or the interbank Eurodollar market or the position
         of such Bank in such market; or

                  (iii) at any time, that the making or continuance of any
         Eurodollar Loan has been made (x) unlawful by any law or governmental
         rule, regulation or order, (y) impossible by compliance by any Bank in
         good faith with any governmental request (whether or not having the
         force of law) or (z) impracticable as a result of a contingency
         occurring after the Original Effective Date which materially and
         adversely affects the interbank Eurodollar market;

then, and in any such event, such Bank (or the Administrative Agent, in the case
of clause (i) above) shall promptly give notice (if by telephone, promptly
confirmed in writing) to the Borrower, and, except in the case of clause (i)
above, to the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each of the other Banks).
Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer
be available until such time as the Administrative Agent notifies the Borrower
and the Banks that the circumstances giving rise to such notice by the
Administrative Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion given by the Borrower with respect to Eurodollar Loans which have not
yet been incurred (including by way of conversion) shall be deemed rescinded by
the Borrower, (y) in the case of clause (ii) above, the Borrower shall pay to
such Bank, upon written demand therefor, such additional amounts (in the form of
an increased rate of, or a different method of calculating, interest or
otherwise as such Bank in its sole discretion shall determine) as shall be
required to compensate such Bank for such increased costs or reductions in
amounts received or receivable hereunder (a written notice as to the additional
amounts owed to such Bank, showing in reasonable detail the basis for the
calculation thereof, submitted to the Borrower by such Bank shall, absent
manifest error, be final and conclusive and binding on all the parties hereto)
and (z) in the case of clause (iii) above, the Borrower shall take one of the
actions specified in Section 1.10(b) as promptly as possible and, in any event,
within the time period required by law.


                                      -11-
<PAGE>


                  (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected by the circumstances described in
Section 1.10(a)(iii) shall) either (i) if the affected Eurodollar Loan is then
being made initially or pursuant to a conversion, by giving the Administrative
Agent telephonic notice (confirmed in writing) on the same date that the
Borrower was notified by the affected Bank or the Administrative Agent pursuant
to Section 1.10(a)(ii) or (iii), cancel the respective Borrowing or conversion,
or (ii) if the affected Eurodollar Loan is then outstanding, upon at least three
Business Days' written notice to the Administrative Agent, require the affected
Bank to convert such Eurodollar Loan into a Base Rate Loan; provided that if
more than one Bank is affected at any time, then all affected Banks must be
treated the same pursuant to this Section 1.10(b).

                  (c) If at any time after the Original Effective Date hereof,
any Bank determines that the introduction of or any change in applicable law or
governmental rule, regulation, order, guideline or request (whether or not
having the force of law) concerning capital adequacy, or any change in
interpretation or administration thereof by any governmental authority, central
bank or comparable agency, will have the effect of increasing the amount of
capital required or expected to be maintained by such Bank or any corporation
controlling such Bank based on the existence of such Bank's Commitments
hereunder or its obligations hereunder, then the Borrower shall pay to such
Bank, upon its written demand therefor, such additional amounts as shall be
required to compensate such Bank for the increased cost to such Bank or such
other corporation or the reduction in the rate of return to such Bank or such
other corporation as a result of such increase of capital. In determining such
additional amounts, each Bank will act reasonably and in good faith and will use
averaging and attribution methods which are reasonable; provided that such
Bank's determination of compensation owing under this Section 1.10(c) shall,
absent manifest error, be final and conclusive and binding on all the parties
hereto. Each Bank, upon determining that any additional amounts will be payable
pursuant to this Section 1.10(c), will give prompt written notice thereof to the
Borrower, which notice shall show in reasonable detail the basis for calculation
of such additional amounts, although the failure to give any such notice shall
not release or diminish any of the Borrower's obligations to pay additional
amounts pursuant to this Section 1.10(c).

                  1.11 Compensation. The Borrower shall compensate each Bank,
upon its written request (which request shall set forth in reasonable detail the
basis for requesting such compensation), for all losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Bank to fund its Eurodollar Loans) which such Bank may sustain:
(i) if for any reason (other than a default by such Bank or any Agent) a
Borrowing of, or conversion from or into, Eurodollar Loans does not occur on a
date specified therefor in a Notice of Borrowing or Notice of Conversion
(whether or not withdrawn by the Borrower or deemed withdrawn pursuant to
Section 1.10(a)); (ii) if any repayment (including any repayment made pursuant
to Section 3.02 or as a result of an acceleration of the Loans pursuant to
Section 9 and including any repayment of Loans under, and as defined in, the
Second Amended and Restated Credit Agreement on the Third Restatement Effective
Date from the proceeds of Loans) or conversion of any of its Eurodollar Loans
occurs on a date which is not the last day of an Interest Period


                                      -12-
<PAGE>


with respect thereto; (iii) if any prepayment of any of its Eurodollar Loans is
not made on any date specified in a notice of prepayment given by the Borrower;
or (iv) as a consequence of (x) any other default by the Borrower to repay its
Loans when required by the terms of this Agreement or any Note held by such Bank
or (y) any election made pursuant to Section 1.10(b). A Bank's basis for
requesting compensation pursuant to this Section, and a Bank's calculations of
the amount thereof, shall, absent manifest error, be final and conclusive and
binding on all the parties hereto.

                  1.12 Replacement of Banks. (x) If any Bank becomes a
Defaulting Bank or (y) if any Bank (other than the Administrative Agent) refuses
to consent to certain proposed changes, waivers, discharges or terminations with
respect to this Agreement which have been approved by the Required Banks as
provided in Sections 12.12(b) and 12.17(b), then the Borrower shall have the
right, in accordance with Section 12.04(b), if no Default or Event of Default
then exists, to replace such Bank (the "Replaced Bank") with any other Bank or
with one or more Eligible Transferee or Transferees, none of whom shall
constitute a Defaulting Bank at the time of such replacement (collectively, the
"Replacement Bank") reasonably acceptable to the Administrative Agent or, at the
option of the Borrower, to replace only (a) the A Revolving Loan Commitment (and
A Revolving Loans outstanding pursuant thereto), if any, and the B Revolving
Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, of
the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving
Loans outstanding pursuant thereto) and/or an identical B Revolving Loan
Commitment (and B Revolving Loans outstanding pursuant thereto), in each case
provided by the Replacement Bank or (b) in the case of a replacement as provided
Section 12.12(b) and/or Section 12.17(b) when a consent of the respective Bank
is required with respect to less than all Tranches of its Loans or Commitments,
the Commitments and/or outstanding Loans of such Bank in respect of each Tranche
when a consent of such Bank would otherwise be individually required, with
identical Commitments and/or Loans of the respective Tranche provided by the
Replacement Bank; provided that:

                  (i) at the time of any replacement pursuant to this Section
         1.12, the Replacement Bank shall enter into one or more assignment
         agreements pursuant to Section 12.04(b) (and with all fees payable
         pursuant to said Section 12.04(b) to be paid by the Replacement Bank)
         pursuant to which the Replacement Bank shall acquire all of the
         Commitments and outstanding Loans of (or, in the case of the
         replacement of only (a) the A Revolving Loan Commitment, the A
         Revolving Loan Commitment and outstanding A Revolving Loans and
         participations in A Letter of Credit Outstandings, (b) the B Revolving
         Loan Commitment, the B Revolving Loan Commitment and outstanding B
         Revolving Loans and participations in B Letter of Credit Outstandings,
         (c) the Acquisition Loan Commitment, prior to the Acquisition Loan
         Termination Date, the Acquisition Loan Commitment and outstanding
         Acquisition Loans and thereafter, the outstanding Acquisition Loans,
         (d) the A Term Loans, the outstanding A Term Loans, (e) the B Term
         Loans, the outstanding B Term Loans, and/or (f) the C Term Loans, the
         outstanding C Term Loans), the Replaced Bank and in each case (except
         for replacement of only the outstanding A Term Loans, B Term Loans, C
         Term Loans, or Acquisition Loans of the respective Bank) participations
         in relevant Letters of Credit by, the


                                      -13-
<PAGE>


         Replaced Bank and in connection therewith, shall pay to (x) the
         Replaced Bank in respect thereof an amount equal to the sum of (A) an
         amount equal to the principal of, and all accrued interest on, all
         outstanding Loans (or, in the case of the replacement of only (I) the A
         Revolving Loan Commitment, the outstanding A Revolving Loans, (II) the
         B Revolving Loan Commitment, the outstanding B Revolving Loans, (III)
         prior to the Acquisition Loan Termination Date, the Acquisition Loan
         Commitment, the outstanding Acquisition Loans, (IV) after the
         Acquisition Loan Termination Date, the outstanding Acquisition Loans of
         the Replaced Bank, (V) the A Term Loans, the outstanding A Term Loans,
         (VI) the B Term Loans, the outstanding B Term Loans, and (VII) the C
         Term Loans, the outstanding C Term Loans), of the Replaced Bank and (B)
         except in the case of the replacement of only the outstanding A Term
         Loans, B Term Loans, C Term Loans and/or Acquisition Loan Commitment or
         outstanding Acquisition Loans of the Replaced Bank, an amount equal to
         such Replaced Bank's A RL Percentage of all A Unpaid Drawings (in a
         case of any replacement of the A Revolving Loan Commitment of the
         Replaced Bank) and/or an amount equal to such Replaced Bank's B RL
         Percentage of all B Unpaid Drawings (in the case of any replacement of
         the B Revolving Loan Commitment of the Replaced Bank), in each case
         that have been funded by (and not reimbursed to) such Replaced Bank,
         together with all then unpaid interest with respect thereto at such
         time and (C) an amount equal to all accrued, but theretofore unpaid,
         Fees owing to the Replaced Bank but only with respect to the relevant
         Tranche, in the case of the replacement of less than all the Tranches
         of Loans then held by the respective Replaced Bank) pursuant to Section
         2.01 hereof and (y) except in the case of the replacement of only the
         outstanding A Term Loans, B Term Loans, C Term Loans, Acquisition Loan
         Commitment or Acquisition Loans of the Replaced Bank, the Issuing Bank
         or Issuing Banks, an amount equal to such Replaced Bank's A RL
         Percentage of any A Unpaid Drawing (in the case of any replacement of
         the A Revolving Loan Commitment of the Replaced Bank) and/or an amount
         equal to such Replaced Bank's B RL Percentage of any B Unpaid Drawing
         (in the case of any replacement of the B Revolving Loan Commitment of
         the Replaced Bank) (in each case, to the extent any such Unpaid Drawing
         remains an Unpaid Drawing at such time) with respect to a Letter of
         Credit issued by such Issuing Bank to the extent such amount was not
         theretofore funded by such Replaced Bank; and

                  (ii) all obligations of the Borrower owing to the Replaced
         Bank (other than those (a) specifically described in clause (i) above
         in respect of which the assignment purchase price has been, or is
         concurrently being, paid or (b) relating to any Tranche of Loans and/or
         Commitments of the respective Replaced Bank which will remain
         outstanding after giving effect to the respective replacement) shall be
         paid in full by the Borrower to such Replaced Bank concurrently with
         such replacement.

Upon the execution of the respective assignment documentation, the payment of
amounts referred to in clauses (i) and (ii) above, recordation of the assignment
on the Register by the Administrative Agent pursuant to Section 7.16 and, if so
requested by the Replacement Bank, delivery to the Replacement Bank of the
appropriate Note or Notes, executed by the Borrower, (x) the Replacement Bank
shall become a Bank hereunder, unless the respective Replaced Bank


                                      -14-
<PAGE>


continues to have outstanding A Term Loans, B Term Loans, C Term Loans, an
Acquisition Loan Commitment or Acquisition Loans, an A Revolving Loan Commitment
or a B Revolving Loan Commitment hereunder, the Replaced Bank shall cease to
constitute a Bank hereunder with respect to the Loans and Commitments so
transferred, except with respect to indemnification provisions under this
Agreement, which shall survive as to such Replaced Bank, and the RL Percentages
and Acquisition Commitment Percentages of the Banks shall be automatically
adjusted at such time to give effect to such replacement.

                  Section 1A.  A Letters of Credit.

                  1A.01 A Letters of Credit. (a) Subject to and upon the terms
and conditions herein set forth, the Borrower may request any A Issuing Bank at
any time and from time to time after the Third Restatement Effective Date and
prior to the third Business Day immediately preceding the A Revolving Loan
Maturity Date to issue, for the account of the Borrower or any of its
Subsidiaries and for the benefit of any holder (or any trustee, agent or other
similar representative for any such holders) of L/C Supportable Indebtedness, an
irrevocable standby letter of credit in a form customarily used by such A
Issuing Bank or in such other form as has been approved by such A Issuing Bank
in support of said L/C Supportable Indebtedness (each such letter of credit, an
"A Letter of Credit" and, collectively, the "A Letters of Credit"). All A
Letters of Credit shall be denominated in Dollars. In the event an A Letter of
Credit is issued for the account of a Subsidiary of the Borrower, the Borrower
agrees that it shall be obligated with respect to the A Letter of Credit
Outstandings related to such A Letter of Credit notwithstanding that such A
Letter of Credit was issued for the account of a Subsidiary of the Borrower.

                  (b)  Each A Issuing Bank (other than Paribas) may agree
in its sole discretion and Paribas hereby agrees that it will (subject to the
terms and conditions contained herein), at any time and from time to time after
the Third Restatement Effective Date and prior to the A Revolving Loan Maturity
Date, following its receipt of the respective A Letter of Credit Request, issue
for the account of the Borrower or any of its Subsidiaries one or more A Letters
of Credit in support of such L/C Supportable Indebtedness as is permitted to
remain outstanding without giving rise to a Default or Event of Default
hereunder; provided that the respective A Issuing Bank shall be under no
obligation to issue any A Letter of Credit if at the time of such issuance:

                  (i) any order, judgment or decree of any governmental
         authority or arbitrator shall purport by its terms to enjoin or
         restrain such A Issuing Bank from issuing such A Letter of Credit or
         any requirement of law applicable to such A Issuing Bank or any request
         or directive (whether or not having the force of law) from any
         governmental authority with jurisdiction over such A Issuing Bank shall
         prohibit, or request that such A Issuing Bank refrain from, the
         issuance of letters of credit generally or such A Letter of Credit in
         particular or shall impose upon such A Issuing Bank with respect to
         such A Letter of Credit any restriction or reserve or capital
         requirement (for which such A Issuing Bank is not otherwise
         compensated) not in effect on the date hereof, or any unreimbursed
         loss, cost or expense which was not applicable, in effect or known to
         such A Issuing Bank as of the date hereof and which such A Issuing Bank
         in good faith deems material to it;


                                      -15-
<PAGE>



                  (ii) such A Issuing Bank shall have received a notice of the
         type described in the second sentence of Section 1A.03(b) from any Bank
         prior to the issuance of such A Letter of Credit; or

                  (iii) a Bank Default exists, unless such A Issuing Bank has
         entered into arrangements satisfactory to it and the Borrower to
         eliminate such A Issuing Bank's risk with respect to the Bank which is
         the subject of the Bank Default, including by cash collateralizing such
         Bank's A RL Percentage of the A Letter of Credit Outstandings.

                  (c) Notwithstanding the foregoing, (i) no A Letter of Credit
shall be issued the Stated Amount of which, when added to the A Letter of Credit
Outstandings (exclusive of A Unpaid Drawings which are repaid on the date of,
prior to the issuance of, the respective A Letter of Credit) at such time, would
exceed (x) $25,000,000 or (y) when added to the aggregate principal amount of
all A Revolving Loans then outstanding, an amount equal to the Total Available A
Revolving Loan Commitment then in effect (after giving effect to any reductions
to the Total A Revolving Loan Commitment on such date) and (ii) each A Letter of
Credit shall by its terms terminate on or before the earlier of (x) the date
which occurs 12 months after the date of the issuance thereof (although any such
A Letter of Credit may be renewable for successive periods of up to 12 months,
but not beyond the A Revolving Loan Maturity Date, on terms acceptable to the A
Issuing Bank) and (y) the third Business Day immediately preceding the A
Revolving Loan Maturity Date.

                  (d) Schedule XVI hereto contains a description of all letters
of credit issued by (x) any Issuing Bank (as defined in the Second Amended and
Restated Credit Agreement) pursuant to, or existing under, the Second Amended
and Restated Credit Agreement and outstanding on the Third Restatement Effective
Date, (y) Morgan Guaranty pursuant to, or existing under, the Existing HQ Credit
Agreement and outstanding on the Third Restatement Effective Date and (z) First
Union pursuant to, or existing under, the Existing HQ Credit Agreement and
outstanding on the Third Restatement Effective Date and sets forth, with respect
to each such letter of credit, (i) the name of the issuing bank, (ii) the letter
of credit number, (iii) the stated amount, (iv) the name of the beneficiary and
(v) the expiry date. Each such letter of credit, including any extension or
renewal thereof (each, as amended, extended or replaced from time to time in
accordance with the terms thereof and the L/C Reimbursement Agreement governing
same, an "Existing Letter of Credit") shall (x) upon the delivery of an A
Revolving Facility Borrowing Certificate to the issuing bank thereunder, the
Administrative Agent and each Bank designating such Existing Letter of Credit as
an "A Letter of Credit" hereunder and (y) so long as the issuing bank thereunder
is an A Issuing Bank with respect to such Existing Letter of Credit at the time
of the delivery of such certificate as contemplated by the definition of A
Issuing Bank, constitute an "A Letter of Credit" for all purposes of this
Agreement, issued, for purposes of Section 1A.04(a), on such date of designation
and the respective issuer thereof shall constitute the "A Issuing Bank" with
respect to such A Letter of Credit for all purposes of this Agreement.

                  1A.02 Minimum Stated Amount. The Stated Amount of each A
Letter of Credit shall be not less than $25,000 or such lesser amount as is
acceptable to the A Issuing Bank but in no event shall there be more than 75 A
Letters of Credit outstanding at any one time.


                                      -16-
<PAGE>



                  1A.03 A Letter of Credit Requests. (a) Whenever the Borrower
desires that an A Letter of Credit be issued for its account, the Borrower shall
give the Administrative Agent and the respective A Issuing Bank at least 7
Business Days' (or such shorter period as is acceptable to the respective A
Issuing Bank in any given case) written notice prior to the proposed date of
issuance (which shall be a Business Day). Each notice shall be in the form of
Exhibit B-7 (each, a "Letter of Credit Request").

                  (b) The making of each Letter of Credit Request with respect
to an A Letter of Credit shall be deemed to be a representation and warranty by
the Borrower that such A Letter of Credit may be issued in accordance with, and
will not violate the requirements of, Section 1A.01(c). Unless the A Issuing
Bank has received notice from any Bank before it issues an A Letter of Credit
that one or more of the conditions specified in Section 5 are not then
satisfied, or that the issuance of such A Letter of Credit would violate Section
1A.01(c), then such A Issuing Bank may issue the requested A Letter of Credit
for the account of the Borrower in accordance with the A Issuing Bank's usual
and customary practices.

                  1A.04 A Letter of Credit Participations. (a) Immediately upon
the issuance by the respective A Issuing Bank of any A Letter of Credit (or, in
the case of an Existing Letter of Credit, upon the incorporation of such
Existing Letter of Credit as an A Letter of Credit hereunder as contemplated by
Section 1A.01(d)), such A Issuing Bank shall be deemed to have sold and
transferred to each Bank with an A Revolving Loan Commitment, other than such A
Issuing Bank (each such Bank, in its capacity under this Section 1A.04, an "A
Participant"), and each such A Participant shall be deemed irrevocably and
unconditionally to have purchased and received from such A Issuing Bank, without
recourse or warranty, an undivided interest and participation, to the extent of
such A Participant's A RL Percentage in such A Letter of Credit, each substitute
letter of credit, each drawing made thereunder and the obligations of the
Borrower under this Agreement with respect thereto, and any security therefor or
guaranty pertaining thereto. Upon any change in the A Revolving Loan Commitments
of the Banks pursuant to Section 12.04, it is hereby agreed that, with respect
to all outstanding A Letters of Credit and A Unpaid Drawings, there shall be an
automatic adjustment to the participations pursuant to this Section 1A.04 to
reflect the new A RL Percentages of the assignor and assignee Bank or of all
Banks with A Revolving Loan Commitments, as the case may be.

                  (b) In determining whether to pay under any A Letter of
Credit, the A Issuing Bank shall not have any obligation relative to the other
Banks other than to confirm that any documents required to be delivered under
such A Letter of Credit appear to have been delivered and that they appear to
comply on their face with the requirements of such A Letter of Credit. Any
action taken or omitted to be taken by any A Issuing Bank under or in connection
with any A Letter of Credit if taken or omitted in the absence of gross
negligence or willful misconduct, shall not create for such A Issuing Bank any
resulting liability to the Borrower or any Bank.

                  (c) In the event that any A Issuing Bank makes any payment
under any A Letter of Credit and the Borrower shall not have reimbursed such
amount in full to the A Issuing Bank pursuant to Section 1A.05(a), such A
Issuing Bank shall promptly notify the Administrative Agent, which shall
promptly notify each A Participant of such failure, and each A Participant shall
promptly and unconditionally pay to the Administrative Agent for the


                                      -17-
<PAGE>



account of such A Issuing Bank the amount of such A Participant's A RL
Percentage of such unreimbursed payment in Dollars and in same day funds. If the
Administrative Agent so notifies, prior to 11:00 a.m. (New York time) on any
Business Day, any A Participant required to fund a payment under an A Letter of
Credit, such A Participant shall make available to the Administrative Agent at
the Payment Office of the Administrative Agent for the account of such A Issuing
Bank in Dollars such A Participant's A RL Percentage of the amount of such
payment on such Business Day in same day funds. If and to the extent such A
Participant shall not have so made its A RL Percentage of the amount of such
payment available to the Administrative Agent for the account of such A Issuing
Bank, such A Participant agrees to pay to the Administrative Agent for the
account of such A Issuing Bank, forthwith on demand such amount, together with
interest thereon, for each day from such date until the date such amount is paid
to the Administrative Agent for the account of such A Issuing Bank at the
overnight Federal Funds Rate. The failure of any A Participant to make available
to the Administrative Agent for the account of such A Issuing Bank its A RL
Percentage of any payment under any A Letter of Credit shall not relieve any
other A Participant of its obligation hereunder to make available to the
Administrative Agent for the account of such A Issuing Bank its A RL Percentage
of any A Letter of Credit on the date required, as specified above, but no A
Participant shall be responsible for the failure of any other A Participant to
make available to the Administrative Agent for the account of such A Issuing
Bank such other A Participant's A RL Percentage of any such payment.

                  (d) Whenever any A Issuing Bank receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of such A Issuing Bank any payments from the A Participants pursuant
to clause (c) above, such A Issuing Bank shall pay to the Administrative Agent
and the Administrative Agent shall promptly pay each A Participant which has
paid its A RL Percentage thereof, in Dollars and in same day funds, an amount
equal to such A Participant's share (based on the proportionate aggregate amount
funded by such A Participant to the aggregate amount funded by all A
Participants) of the principal amount of such reimbursement obligation and
interest thereon accruing after the purchase of the respective participations.

                  (e) The obligations of the A Participants to make payments to
the Administrative Agent for the account of each A Issuing Bank with respect to
A Letters of Credit issued shall be irrevocable and not subject to any
qualification or exception whatsoever and shall be made in accordance with the
terms and conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:

                  (i) any lack of validity or enforceability of this Agreement
         or any of the Credit Documents;

                  (ii) the existence of any claim, setoff, defense or other
         right which the Borrower may have at any time against a beneficiary
         named in an A Letter of Credit, any transferee of any A Letter of
         Credit (or any Person for whom any such transferee may be acting), any
         Agent, any A Participant, or any other Person, whether in connection
         with this Agreement, any A Letter of Credit, the transactions
         contemplated herein or any unrelated


                                      -18-
<PAGE>



         transactions (including any underlying transaction between the
         Borrower and the beneficiary named in any such A Letter of Credit);

                  (iii) any draft, certificate or any other document presented
         under any A 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;

                  (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or

                  (v) the occurrence of any Default or Event of Default.

                  1A.05 Agreement to Repay A Letter of Credit Drawings. (a) The
Borrower hereby agrees to reimburse the respective A Issuing Bank, by making
payment to the Administrative Agent in immediately available funds at the
Payment Office (or by making the payment directly to such A Issuing Bank at such
location as may otherwise have been agreed upon by the Borrower and such A
Issuing Bank), for any payment or disbursement made by such A Issuing Bank under
any A Letter of Credit (each such amount so paid until reimbursed, an "A Unpaid
Drawing"), immediately after, and in any event on the date of, such payment or
disbursement, with interest on the amount so paid or disbursed by such A Issuing
Bank, to the extent not reimbursed prior to 12:00 Noon (New York time) on the
date of such payment or disbursement, from and including the date paid or
disbursed to but excluding the date such A Issuing Bank is reimbursed by the
Borrower therefor at a rate per annum which shall be the Base Rate in effect
from time to time plus 4.25%, in each case with such interest to be payable on
demand (it being understood that the Borrower may, subject to Section 1.01(e)
and the other relevant requirements of this Agreement, incur A Revolving Loans
and apply the proceeds thereof to repay any A Unpaid Drawing).

                  (b) The obligations of the Borrower under this Section 1A.05
to reimburse the respective A Issuing Bank with respect to A Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the Borrower may have or have had against any Bank
(including in its capacity as A Issuing Bank or as A Participant), including,
without limitation, any defense based upon the failure of any drawing under an A
Letter of Credit (each an "A Drawing") to conform to the terms of the A Letter
of Credit or any nonapplication or misapplication by the beneficiary of the
proceeds of such A Drawing; provided, however, that the Borrower shall not be
obligated to reimburse any A Issuing Bank for any wrongful payment made by such
A Issuing Bank under an A Letter of Credit as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of such A
Issuing Bank.

                  1A.06 Increased Costs. If at any time after the Original
Effective Date hereof any A Issuing Bank or any A Participant determines that
the introduction of or any change in any applicable law, rule, regulation,
order, guideline or request or in the interpretation or administration thereof
by any governmental authority charged with the interpretation or administration
thereof, or compliance by such A Issuing Bank or any A Participant, or any


                                      -19-
<PAGE>


corporation controlling such Person, with any request or directive by any such
authority (whether or not having the force of law), shall either (i) impose,
modify or make applicable any reserve, deposit, capital adequacy or similar
requirement against letters of credit issued by such A Issuing Bank or
participated in by any A Participant, or (ii) impose on such A Issuing Bank or
any A Participant, or any corporation controlling such Person, any other
conditions relating, directly or indirectly, to this Agreement or any A Letter
of Credit; and the result of any of the foregoing is to increase the cost to
such A Issuing Bank or any A Participant of issuing, maintaining or
participating in any A Letter of Credit, or reduce the amount of any sum
received or receivable by such A Issuing Bank or any A Participant hereunder or
reduce the rate of return on its capital with respect to A Letters of Credit,
then, upon demand to the Borrower by such A Issuing Bank or any A Participant (a
copy of which demand shall be sent by such A Issuing Bank or such A Participant
to the Administrative Agent), the Borrower shall pay to such A Issuing Bank or
such A Participant such additional amount or amounts as will compensate such A
Issuing Bank or A Participant for such increased cost or reduction in the amount
receivable or reduction on the rate of return on its capital. Such A Issuing
Bank or such A Participant, upon determining that any additional amounts will be
payable pursuant to this Section 1A.06, will give prompt written notice thereof
to the Borrower, which notice shall include a certificate submitted to the
Borrower by such A Issuing Bank or such A Participant (a copy of which
certificate shall be sent by such A Issuing Bank or such A Participant to the
Administrative Agent), setting forth in reasonable detail the basis for the
calculation of such additional amount or amounts necessary to compensate such A
Issuing Bank or such A Participant, although failure to give any such notice
shall not release or diminish the Borrower's obligations to pay additional
amounts pursuant to this Section 1A.06. The certificate required to be delivered
pursuant to this Section 1A.06 shall, absent manifest error, be final,
conclusive and binding on the Borrower.

                  Section 1B.  B Letters of Credit.

                  1B.01 B Letters of Credit. (a) Subject to and upon the terms
and conditions herein set forth, the Borrower may request any B Issuing Bank at
any time and from time to time on and after the Third Restatement Effective Date
and prior to the third Business Day immediately preceding the B Revolving Loan
Maturity Date to issue, for the account of the Borrower or any of its
Subsidiaries and for the benefit of any holder (or any trustee, agent or other
similar representative for any such holders) of L/C Supportable Indebtedness, an
irrevocable standby letter of credit in a form customarily used by such B
Issuing Bank or in such other form as has been approved by such B Issuing Bank
in support of said L/C Supportable Indebtedness (each such letter of credit, a
"B Letter of Credit" and, collectively, the "B Letters of Credit"). All B
Letters of Credit shall be denominated in Dollars. In the event a B Letter of
Credit is issued for the account of a Subsidiary of the Borrower, the Borrower
agrees that it shall be obligated with respect to the B Letter of Credit
Outstandings related to such B Letter of Credit notwithstanding that such B
Letter of Credit was issued for the account of a Subsidiary of the Borrower.

                  (b) Each B Issuing Bank (other than Paribas) may agree in its
sole discretion and Paribas hereby agrees that it will (subject to the terms and
conditions contained herein), at any time and from time to time after the Third
Restatement Effective Date and prior to the B Revolving Loan Maturity Date,
following its receipt of the respective B Letter of Credit Request,


                                      -20-
<PAGE>


issue for the account of the Borrower or any of its Subsidiaries one or more B
Letters of Credit in support of such L/C Supportable Indebtedness as is
permitted to remain outstanding without giving rise to a Default or Event of
Default hereunder; provided that the respective B Issuing Bank shall be under no
obligation to issue any B Letter of Credit if at the time of such issuance:

                  (i) any order, judgment or decree of any governmental
         authority or arbitrator shall purport by its terms to enjoin or
         restrain such B Issuing Bank from issuing such B Letter of Credit or
         any requirement of law applicable to such B Issuing Bank or any request
         or directive (whether or not having the force of law) from any
         governmental authority with jurisdiction over such B Issuing Bank shall
         prohibit, or request that such B Issuing Bank refrain from, the
         issuance of letters of credit generally or such B Letter of Credit in
         particular or shall impose upon such B Issuing Bank with respect to
         such B Letter of Credit any restriction or reserve or capital
         requirement (for which such B Issuing Bank is not otherwise
         compensated) not in effect on the date hereof, or any unreimbursed
         loss, cost or expense which was not applicable, in effect or known to
         such B Issuing Bank as of the date hereof and which such B Issuing Bank
         in good faith deems material to it;

                  (ii) such B Issuing Bank shall have received a notice of the
         type described in the second sentence of Section 1B.03(b) from any Bank
         prior to the issuance of such B Letter of Credit; or

                  (iii) a Bank Default exists, unless such B Issuing Bank has
         entered into arrangements satisfactory to it and the Borrower to
         eliminate such B Issuing Bank's risk with respect to the Bank which is
         the subject of the Bank Default, including by cash collateralizing such
         Bank's B RL Percentage of the B Letter of Credit Outstandings.

                  (c) Notwithstanding the foregoing, (i) no B Letter of Credit
shall be issued the Stated Amount of which, when added to the B Letter of Credit
Outstandings (exclusive of B Unpaid Drawings which are repaid on the date of,
prior to the issuance of, the respective B Letter of Credit) at such time, would
exceed (x) $15,000,000 or (y) when added to the aggregate principal amount of
all B Revolving Loans then outstanding, an amount equal to the Total B Revolving
Loan Commitment then in effect (after giving effect to any reductions to the
Total B Revolving Loan Commitment on such date) and (ii) each B Letter of Credit
shall by its terms terminate on or before the earlier of (x) the date which
occurs 12 months after the date of the issuance thereof (although any such B
Letter of Credit may be renewable for successive periods of up to 12 months, but
not beyond the B Revolving Loan Maturity Date, on terms acceptable to the B
Issuing Bank) and (y) the third Business Day immediately preceding the B
Revolving Loan Maturity Date.

                  1B.02 Minimum Stated Amount. The Stated Amount of each B
Letter of Credit shall be not less than $25,000 or such lesser amount as is
acceptable to the B Issuing Bank but in no event shall there be more than 50 B
Letters of Credit outstanding at any one time.

                  1B.03 B Letter of Credit Requests. (a) Whenever the Borrower
desires that a B Letter of Credit be issued for its account, the Borrower shall
give the Administrative Agent and


                                      -21-
<PAGE>


the respective B Issuing Bank at least 7 Business Days' (or such shorter period
as is acceptable to the respective B Issuing Bank in any given case) written
notice prior to the proposed date of issuance (which shall be a Business Day).
Each notice shall be in the form of a Letter of Credit Request.

                  (b) The making of each Letter of Credit Request with respect
to a B Letter of Credit shall be deemed to be a representation and warranty by
the Borrower that such B Letter of Credit may be issued in accordance with, and
will not violate the requirements of, Section 1B.01(c). Unless the B Issuing
Bank has received notice from any Bank before it issues a B Letter of Credit
that one or more of the conditions specified in Section 5 are not then
satisfied, or that the issuance of such B Letter of Credit would violate Section
1B.01(c), then such B Issuing Bank may issue the requested B Letter of Credit
for the account of the Borrower in accordance with the B Issuing Bank's usual
and customary practices.

                  1B.04 B Letter of Credit Participations. (a) Immediately upon
the issuance by the respective B Issuing Bank of any B Letter of Credit, such B
Issuing Bank shall be deemed to have sold and transferred to each Bank with a B
Revolving Loan Commitment, other than such B Issuing Bank (each such Bank, in
its capacity under this Section 1B.04, a "B Participant"), and each such B
Participant shall be deemed irrevocably and unconditionally to have purchased
and received from such B Issuing Bank, without recourse or warranty, an
undivided interest and participation, to the extent of such B Participant's B RL
Percentage in such B Letter of Credit, each substitute letter of credit, each
drawing made thereunder and the obligations of the Borrower under this Agreement
with respect thereto, and any security therefor or guaranty pertaining thereto.
Upon any change in the B Revolving Loan Commitments of the Banks pursuant to
Section 12.04, it is hereby agreed that, with respect to all outstanding B
Letters of Credit and B Unpaid Drawings, there shall be an automatic adjustment
to the participations pursuant to this Section 1B.04 to reflect the new B RL
Percentages of the assignor and assignee Bank or of all Banks with B Revolving
Loan Commitments, as the case may be.

                  (b) In determining whether to pay under any B Letter of
Credit, the B Issuing Bank shall not have any obligation relative to the other
Banks other than to confirm that any documents required to be delivered under
such B Letter of Credit appear to have been delivered and that they appear to
comply on their face with the requirements of such B Letter of Credit. Any
action taken or omitted to be taken by any B Issuing Bank under or in connection
with any B Letter of Credit if taken or omitted in the absence of gross
negligence or willful misconduct, shall not create for such B Issuing Bank any
resulting liability to the Borrower or any Bank.

                  (c) In the event that any B Issuing Bank makes any payment
under any B Letter of Credit and the Borrower shall not have reimbursed such
amount in full to the B Issuing Bank pursuant to Section 1B.05(a), such B
Issuing Bank shall promptly notify the Administrative Agent, which shall
promptly notify each B Participant of such failure, and each B Participant shall
promptly and unconditionally pay to the Administrative Agent for the account of
such B Issuing Bank the amount of such B Participant's B RL Percentage of such
unreimbursed payment in Dollars and in same day funds. If the Administrative
Agent so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any
B Participant required to fund a payment under a B Letter of Credit, such B
Participant shall make available to the


                                      -22-
<PAGE>


Administrative Agent at the Payment Office of the Administrative Agent for the
account of such B Issuing Bank in Dollars such B Participant's B RL Percentage
of the amount of such payment on such Business Day in same day funds. If and to
the extent such B Participant shall not have so made its B RL Percentage of the
amount of such payment available to the Administrative Agent for the account of
such B Issuing Bank, such B Participant agrees to pay to the Administrative
Agent for the account of such B Issuing Bank, forthwith on demand such amount,
together with interest thereon, for each day from such date until the date such
amount is paid to the Administrative Agent for the account of such B Issuing
Bank at the overnight Federal Funds Rate. The failure of any B Participant to
make available to the Administrative Agent for the account of such B Issuing
Bank its B RL Percentage of any payment under any B Letter of Credit shall not
relieve any other B Participant of its obligation hereunder to make available to
the Administrative Agent for the account of such B Issuing Bank its B RL
Percentage of any B Letter of Credit on the date required, as specified above,
but no B Participant shall be responsible for the failure of any other B
Participant to make available to the Administrative Agent for the account of
such B Issuing Bank such other B Participant's B RL Percentage of any such
payment.

                  (d) Whenever any B Issuing Bank receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of such B Issuing Bank any payments from the B Participants pursuant
to clause (c) above, such B Issuing Bank shall pay to the Administrative Agent
and the Administrative Agent shall promptly pay each B Participant which has
paid its B RL Percentage thereof, in Dollars and in same day funds, an amount
equal to such B Participant's share (based on the proportionate aggregate amount
funded by such B Participant to the aggregate amount funded by all B
Participants) of the principal amount of such reimbursement obligation and
interest thereon accruing after the purchase of the respective participations.

                  (e) The obligations of the B Participants to make payments to
the Administrative Agent for the account of each B Issuing Bank with respect to
B Letters of Credit issued shall be irrevocable and not subject to any
qualification or exception whatsoever and shall be made in accordance with the
terms and conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:

                  (i) any lack of validity or enforceability of this Agreement
         or any of the Credit Documents;

                  (ii) the existence of any claim, setoff, defense or other
         right which the Borrower may have at any time against a beneficiary
         named in a B Letter of Credit, any transferee of any B Letter of Credit
         (or any Person for whom any such transferee may be acting), any Agent,
         any B Participant, or any other Person, whether in connection with this
         Agreement, any B Letter of Credit, the transactions contemplated herein
         or any unrelated transactions (including any underlying transaction
         between the Borrower and the beneficiary named in any such B Letter of
         Credit);


                                      -23-
<PAGE>



                  (iii) any draft, certificate or any other document presented
         under any B 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;

                  (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or

                  (v) the occurrence of any Default or Event of Default.

                  1B.05 Agreement to Repay B Letter of Credit Drawings. (a) The
Borrower hereby agrees to reimburse the respective B Issuing Bank, by making
payment to the Administrative Agent in immediately available funds at the
Payment Office (or by making the payment directly to such B Issuing Bank at such
location as may otherwise have been agreed upon by the Borrower and such B
Issuing Bank), for any payment or disbursement made by such B Issuing Bank under
any B Letter of Credit (each such amount so paid until reimbursed, a "B Unpaid
Drawing"), immediately after, and in any event on the date of, such payment or
disbursement, with interest on the amount so paid or disbursed by such B Issuing
Bank, to the extent not reimbursed prior to 12:00 Noon (New York time) on the
date of such payment or disbursement, from and including the date paid or
disbursed to but excluding the date such B Issuing Bank is reimbursed by the
Borrower therefor at a rate per annum which shall be the Base Rate in effect
from time to time plus 4.50%, in each case with such interest to be payable on
demand (it being understood that the Borrower may, subject to Section 1.01(f)
and the other relevant requirements of this Agreement, incur B Revolving Loans
and apply the proceeds thereof to repay any B Unpaid Drawing).

                  (b) The obligations of the Borrower under this Section 1B.05
to reimburse the respective B Issuing Bank with respect to B Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the Borrower may have or have had against any Bank
(including in its capacity as B Issuing Bank or as B Participant), including,
without limitation, any defense based upon the failure of any drawing under a B
Letter of Credit (each, a "B Drawing") to conform to the terms of the B Letter
of Credit or any nonapplication or misapplication by the beneficiary of the
proceeds of such B Drawing; provided, however, that the Borrower shall not be
obligated to reimburse any B Issuing Bank for any wrongful payment made by such
B Issuing Bank under a B Letter of Credit as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of such B
Issuing Bank.

                  1B.06 Increased Costs. If at any time after the Third
Restatement Effective Date hereof any B Issuing Bank or any B Participant
determines that the introduction of or any change in any applicable law, rule,
regulation, order, guideline or request or in the interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by such B Issuing Bank
or any B Participant, or any corporation controlling such Person, with any
request or directive by any such authority (whether or not having the force of
law), shall either (i) impose, modify or make applicable any reserve, deposit,
capital adequacy or similar requirement against letters of credit issued by such
B Issuing Bank or participated in by any B Participant, or (ii) impose on such B
Issuing Bank or


                                      -24-
<PAGE>


any B Participant, or any corporation controlling such Person, any other
conditions relating, directly or indirectly, to this Agreement or any B Letter
of Credit; and the result of any of the foregoing is to increase the cost to
such B Issuing Bank or any B Participant of issuing, maintaining or
participating in any B Letter of Credit, or reduce the amount of any sum
received or receivable by such B Issuing Bank or any B Participant hereunder or
reduce the rate of return on its capital with respect to B Letters of Credit,
then, upon demand to the Borrower by such B Issuing Bank or any B Participant (a
copy of which demand shall be sent by such B Issuing Bank or such B Participant
to the Administrative Agent), the Borrower shall pay to such B Issuing Bank or
such B Participant such additional amount or amounts as will compensate such B
Issuing Bank or B Participant for such increased cost or reduction in the amount
receivable or reduction on the rate of return on its capital. Such B Issuing
Bank or such B Participant, upon determining that any additional amounts will be
payable pursuant to this Section 1B.06, will give prompt written notice thereof
to the Borrower, which notice shall include a certificate submitted to the
Borrower by such B Issuing Bank or such B Participant (a copy of which
certificate shall be sent by such B Issuing Bank or such B Participant to the
Administrative Agent), setting forth in reasonable detail the basis for the
calculation of such additional amount or amounts necessary to compensate such B
Issuing Bank or such B Participant, although failure to give any such notice
shall not release or diminish the Borrower's obligations to pay additional
amounts pursuant to this Section 1B.06. The certificate required to be delivered
pursuant to this Section 1B.06 shall, absent manifest error, be final,
conclusive and binding on the Borrower.

                  Section 2.   Commitment Commission; Fees; Reductions of
Commitment.

                  2.01 Fees. (a) The Borrower agrees to pay to the
Administrative Agent for distribution to each Bank with a Revolving Loan
Commitment or an Acquisition Loan Commitment a commitment commission (the
"Commitment Commission") for the period from and including the Third Restatement
Effective Date to and excluding the later of the Acquisition Loan Termination
Date and the B Revolving Loan Maturity Date (or such earlier date as the Total
Commitment shall have been terminated) computed at a rate for each day equal to
1/2 of 1% per annum on the daily Aggregate Unutilized Commitment of such Bank.
Accrued Commitment Commission shall be due and payable quarterly in arrears on
each Quarterly Payment Date and on the later of the Acquisition Loan Termination
Date and the B Revolving Loan Maturity Date or such earlier date upon which the
Total Commitment is terminated.

                  (b) The Borrower agrees to pay to each (x) A Issuing Bank, for
its own account, a facing fee in respect of each A Letter of Credit issued by
such A Issuing Bank hereunder, for the period from and including the date of
issuance of such A Letter of Credit (which, in the case of an Existing Letter of
Credit, shall be deemed to be the date such Existing Letter of Credit is
incorporated hereunder as an "A Letter of Credit" in accordance with the
requirements of Section 1A.01(d)) to and including the date of termination of
such A Letter of Credit, equal to 1/4 of 1% per annum of the daily Stated Amount
of such A Letter of Credit and (y) B Issuing Bank, for its own account, a facing
fee in respect of each B Letter of Credit issued by such B Issuing Bank
hereunder, for the period from and including the date of issuance of such B
Letter of Credit to and including the date of termination of such B Letter of
Credit, equal to 1/4 of 1% per annum of the daily Stated Amount of such B Letter
of Credit (with all facing fees payable as provided in this clause (b) being
herein called "Facing Fees"); provided that in


                                      -25-
<PAGE>


no event shall the annual Facing Fee with respect to each Letter of Credit be
less than $500. Accrued Facing Fees shall be due and payable quarterly in
arrears to the respective Issuing Bank in respect of each Letter of Credit
issued by it on each Quarterly Payment Date and (i) in the case of a Facing Fee
payable pursuant to the preceding clause (x) above, the date of the termination
of the Total A Revolving Loan Commitment on which no A Letters of Credit remain
outstanding and (ii) in the case of a Facing Fee payable pursuant to the
preceding clause (y) above, the date of the termination of the Total B Revolving
Loan Commitment on which no B Letters of Credit remain outstanding.

                  (c) The Borrower agrees to pay to the Administrative Agent for
distribution to each Bank (x) with an A Revolving Loan Commitment, a letter of
credit fee in respect of each A Letter of Credit issued hereunder, for the
period from and including the date of issuance of such A Letter of Credit
(which, in the case of an Existing Letter of Credit, shall be deemed to be the
date such Existing Letter of Credit is incorporated hereunder as an "A Letter of
Credit" in accordance with the requirements of Section 1A.01(d)) to and
including the date of termination of such A Letter of Credit, computed at a rate
per annum equal to the product of (i) the Applicable Margin for A Revolving
Loans which are maintained as Eurodollar Loans and (ii) the daily Stated Amount
of such A Letter of Credit and (y) with a B Revolving Loan Commitment, a letter
of credit fee in respect of each B Letter of Credit issued hereunder, for the
period from and including the date of issuance of such B Letter of Credit to and
including the date of termination of such B Letter of Credit, computed at a rate
per annum equal to the product of (i) the Applicable Margin for B Revolving
Loans which are maintained as Eurodollar Loans and (ii) the daily Stated Amount
of such B Letter of Credit (with all letter of credit fees payable as provided
in this clause (c) being herein called "Letter of Credit Fees"). Letter of
Credit Fees shall be distributed by the Administrative Agent to the Banks on the
basis of their respective A RL Percentage and/or B RL Percentage, as the case
may be, as in effect from time to time. Accrued Letter of Credit Fees shall be
due and payable quarterly in arrears on each Quarterly Payment Date and (A) in
the case of the Letter of Credit Fees payable pursuant to preceding clause (x)
above, on the date of the termination of the Total A Revolving Loan Commitment
on which no A Letters of Credit remain outstanding and (B) in the case of the
Letter of Credit Fees payable pursuant to the preceding clause (y) above, on the
date of the termination of the Total B Revolving Loan Commitment on which no B
Letters of Credit remain outstanding.

                  (d) The Borrower hereby agrees to pay in immediately available
funds directly to the Issuing Bank upon each issuance of, drawing under, and/or
amendment of, a Letter of Credit issued by the Issuing Bank such amount as shall
at the time of such issuance, drawing or amendment be the administrative charge
which the Issuing Bank is customarily charging for issuances of, drawings under
(including wire charges) or amendments of, letters of credit issued by it or
such alternative amounts as may have been agreed upon in writing by the Borrower
and the Issuing Bank.

                  (e) Notwithstanding anything to the contrary contained in this
Agreement or in the Second Amended and Restated Credit Agreement, all unpaid
Fees included, and as defined in, the Second Amended and Restated Credit
Agreement (including, without limitation, Commitment Commissions, Facing Fees,
and Letter of Credit Fees (each as defined in the


                                      -26-
<PAGE>


Second Amended and Restated Credit Agreement) accrued prior to the Third
Restatement Effective Date) shall be payable on the Third Restatement
Effective Date.

                  (f) The Borrower shall pay to each Bank and each Agent, for
its account, such other fees and other consideration as have been agreed to in
writing by Vantas, the Parent and/or any of their respective Subsidiaries or
Affiliates and such Bank or such Agent, when and as due.

                  2.02 Voluntary Termination of Unutilized Commitments. (a) Upon
at least three Business Days' prior written notice (or telephonic notice
promptly confirmed in writing) to the Administrative Agent at its Notice Office
(which notice the Administrative Agent shall promptly transmit to each of the
Banks), the Borrower shall have the right, without premium or penalty, to
terminate the Total Unutilized Acquisition Loan Commitment at such time or the
Total Unutilized Revolving Loan Commitment at such time, in whole or in part;
provided that (I) any partial reduction pursuant to this Section 2.02 shall be
in integral multiples of at least $100,000 and (II) any reduction to the Total
Unutilized Revolving Loan Commitment pursuant to this Section 2.02(a) shall be
applied on a pro rata basis to reduce the Total A Revolving Loan Commitment and
the Total B Revolving Loan Commitment (based upon the relative amounts of the
Total A Revolving Loan Commitment and the Total B Revolving Loan Commitment, in
each case as in effect before giving effect to the respective reduction),
provided however that no such reduction to the Total Unutilized Revolving Loan
Commitment shall be permitted to be made pursuant to this Section 2.02(a) if the
effect thereof is to cause either (x) the sum of (x) the aggregate principal
amount of all A Revolving Loans then outstanding plus (y) the aggregate amount
of all A Letter of Credit Outstandings at such time to exceed the Total
Available A Revolving Loan Commitment after giving effect to the reduction
thereto pursuant to this Section 2.02(a) or (y) the sum of (x) the aggregate
principal amount of all B Revolving Loans then outstanding plus (y) the
aggregate amount of all B Letter of Credit Outstandings at such time to exceed
the Total B Revolving Loan Commitment after giving effect to the reduction
thereto pursuant to this Section 2.02(a). Each reduction to (x) the Total
Acquisition Loan Commitment pursuant to this Section 2.02(a) shall apply to
proportionately and permanently reduce the Acquisition Loan Commitment of each
Bank with such a Commitment (based on their respective Acquisition Commitment
Percentages), (y) the Total A Revolving Loan Commitment pursuant to this Section
2.02(a) shall apply to proportionately and permanently reduce the A Revolving
Loan Commitment of each Bank with such a Commitment (based on their respective A
RL Percentages) and (z) the Total B Revolving Loan Commitment pursuant to this
Section 2.02(a) shall apply to proportionally and permanently reduce the B
Revolving Loan Commitment of each Bank with such a Commitment (based on their
respective B RL Percentages).

                  (b) In the event of certain refusals by a Bank to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Banks as provided in
Section 12.12(b) and/or Section 12.17(b), the Borrower shall have the right,
upon five Business Days' prior written notice to the Administrative Agent at its
Notice Office (which notice the Administrative Agent shall promptly transmit to
each of the Banks), to terminate all of the Acquisition Loan Commitment (if
any), the A Revolving Loan Commitment (if any) and/or the B Revolving Loan
Commitment (if any)


                                      -27-
<PAGE>



of such Bank, so long as all Loans, together with accrued and unpaid interest,
Fees and all other amounts, owing to such Bank (other than amounts owing in
respect of A Term Loans, B Term Loans, C Term Loans, Acquisition Loans, A
Revolving Loans or B Revolving Loans maintained by such Bank, if such A Term
Loans, B Term Loans, C Term Loans, Acquisition Loans, A Revolving Loans or B
Revolving Loans are not being repaid pursuant to Section 12.12(b) and/or Section
12.17(b)), are repaid concurrently with the effectiveness of such termination
pursuant to Section 3.01(b) and the Borrower shall pay to the Administrative
Agent at such time an amount in cash and/or Cash Equivalents equal to such
Bank's applicable RL Percentage of the outstanding Letters of Credit (which cash
and/or Cash Equivalents shall be held by the Administrative Agent as security
for the obligations of the Borrower hereunder in respect of the outstanding
Letters of Credit pursuant to a cash collateral agreement to be entered into in
form and substance reasonably satisfactory to the Administrative Agent (at which
time Annex I shall be deemed modified to reflect such changed amounts)), and at
such time, unless the respective Bank continues to act as a Bank with respect to
A Term Loans, B Term Loans, C Term Loans, or Acquisition Loans or has an A
Revolving Loan Commitment, B Revolving Loan Commitment or Acquisition Loan
Commitment hereunder, such Bank shall no longer constitute a "Bank" for purposes
of this Agreement, except with respect to indemnifications and similar
provisions under this Agreement (including, without limitation, 1.10, 1.11,
1A.06, 2A.06, 3.04, 12.01 and 12.06), which shall survive as to such repaid
Bank. In the case of any termination of the A Revolving Loan Commitment, the B
Revolving Loan Commitment and/or the Acquisition Loan Commitment of any Bank
pursuant to this Section 2.02(b), there shall occur automatic adjustments (as
determined by the Administrative Agent) in the A RL Percentages, B RL
Percentages and/or Acquisition Commitment Percentages, as the case may be, of
the remaining Banks.

                  2.03 Mandatory Reduction of Commitments. (a) The Total
Commitment (and the C Term Loan Commitment and B Revolving Loan Commitment of
each Bank with such a Commitment) shall terminate in its entirety on June 15,
2000 and the Second Amended and Restated Credit Agreement shall continue in
effect unless the Third Restatement Effective Date has occurred on or before
such date.

                  (b) In addition to any other mandatory commitment reductions
pursuant to this Section 2.03, the Total C Term Loan Commitment (and the C Term
Loan Commitment of each Bank with such a Commitment) shall terminate in its
entirety on the Third Restatement Effective Date (after giving effect to the
making of the C Term Loans on such date).

                  (c) In addition to any other mandatory commitment reductions
pursuant to this Section 2.03, the Total Acquisition Loan Commitment (and the
Acquisition Loan Commitment of each Bank with such a Commitment) shall (i)
terminate in its entirety on the Acquisition Loan Termination Date, and (ii)
prior to the termination of the Total Acquisition Loan Commitment as provided in
clause (i) above, be permanently reduced from time to time to the extent
required by Section 3.02.

                  (d) In addition to any other mandatory commitment reductions
pursuant to this Section 2.03, the Total A Revolving Loan Commitment (and the A
Revolving Loan


                                      -28-
<PAGE>



Commitment of each Bank with such a Commitment) shall terminate on the A
Revolving Loan Maturity Date.

                  (e) In addition to any other mandatory commitment reductions
pursuant to this Section 2.03, the Total B Revolving Loan Commitment (and the B
Revolving Loan Commitment of each Bank with such a Commitment) shall terminate
on the B Revolving Loan Maturity Date.

                  (f) In addition to any other mandatory commitment reductions
pursuant to this Section 2.03, the Total A Revolving Loan Commitment and the
Total B Revolving Loan Commitment shall be permanently reduced from time to time
to the extent required by Section 3.02.

                  (g) Each reduction to the Total C Term Loan Commitment, the
Total Acquisition Loan Commitment, the Total A Revolving Loan Commitment and the
Total B Revolving Loan Commitment pursuant to this Section 2.03 shall be applied
proportionately to reduce C Term Loan Commitment, Acquisition Loan Commitment, A
Revolving Loan Commitment or B Revolving Loan Commitment, as the case may be, of
each Bank with such a Commitment.

                  Section 3.  Prepayments; Payments; Taxes.

                  3.01 Voluntary Prepayments. (a) The Borrower shall have the
right to prepay Loans, without premium or penalty, in whole or in part from time
to time on the following terms and conditions:

                  (i) The Borrower shall give the Administrative Agent prior to
         10:00 a.m. (New York time) at its Notice Office at least three Business
         Days' prior written notice in the case of Eurodollar Loans and one
         Business Day's prior written notice in the case of Base Rate Loans of
         its intent to prepay the Loans, whether A Term Loans, B Term Loans, C
         Term Loans, Acquisition Loans, A Revolving Loans or B Revolving Loans
         shall be prepaid (which Loans may be selected at the discretion of the
         Borrower subject to any limitations contained in clauses (ii) through
         (vi) below), the amount of such prepayment and the Types of Loans to be
         prepaid and, in the case of Eurodollar Loans, the specific Borrowing or
         Borrowings pursuant to which made, which notice the Administrative
         Agent shall promptly transmit to each of the Banks;

                  (ii) each prepayment shall be in an aggregate principal amount
         of at least the applicable Minimum Borrowing Amount and, if greater, in
         integral multiples of $100,000; provided that no partial prepayment of
         Eurodollar Loans made pursuant to any Borrowing shall reduce the
         outstanding Loans made pursuant to such Borrowing to an amount less
         than the Minimum Borrowing Amount;

                  (iii) no prepayments of Eurodollar Loans made pursuant to this
         Section 3.01 may be made on a day other than the last day of an
         Interest Period applicable thereto;



                                      -29-
<PAGE>


                  (iv) each prepayment in respect of any Loans made pursuant to
         a Borrowing shall be applied pro rata among such Loans;

                  (v) each prepayment of Term Loans or Acquisition Loans
         pursuant to this Section 3.01 must consist of a prepayment of A Term
         Loans (in an amount equal to the A TL Percentage of such prepayment), B
         Term Loans (in an amount equal to the B TL Percentage of such
         prepayment), C Term Loans (in an amount equal to the C TL Percentage of
         such prepayment) and Acquisition Loans (in an amount equal to the
         Acquisition TL Percentage of such prepayment); provided, however, prior
         to the Acquisition Loan Termination Date, a prepayment of Acquisition
         Loans shall not be required to be accompanied by a prepayment of Term
         Loans and a prepayment of Term Loans shall not be required to be
         accompanied by a prepayment of Acquisition Loans; and

                  (vi) each prepayment of Acquisition Loans after the
         Acquisition Loan Termination Date and each prepayment of Term Loans
         pursuant to this Section 3.01 shall be applied to reduce the then
         remaining Scheduled Repayments of the respective Tranche being repaid
         on a pro rata basis (based upon the then remaining principal amount of
         each such Scheduled Repayment).

                  (b) In the event of certain refusals by a Bank to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Banks as provided in
Section 12.12(b) and/or Section 12.17(b), the Borrower shall have the right,
upon five Business Days' prior written notice to the Administrative Agent at its
Notice Office (which notice the Administrative Agent shall promptly transmit to
each of the Banks) to repay all Loans, together with accrued and unpaid
interest, Fees and all other amounts owing to such Bank (or owing to such Bank
with respect to each Tranche which gave rise to the need to obtain such Bank's
individual consent) in accordance with said Section 12.12(b) and/or Section
12.17(b) so long as (A) in the case of the repayment of A Revolving Loans, B
Revolving Loans and/or Acquisition Loans prior to the Acquisition Loan
Termination Date pursuant to this clause (b), the A Revolving Loan Commitment, B
Revolving Loan Commitment and/or Acquisition Loan Commitment, as the case may
be, of such Bank is terminated concurrently with such repayment pursuant to
Section 2.02(b) (at which time Schedule I shall be deemed modified to reflect
the changed A Revolving Loan Commitments, B Revolving Loan Commitments and/or
Acquisition Loan Commitments), and (B) in the case of the repayment of Loans of
any Bank, the consents required by Section 12.12(b) and/or Section 12.17(b) in
connection with the repayment pursuant to this clause (b) shall have been
obtained.

                  3.02  Mandatory Repayments and Commitment Reductions.

                  (A)      Requirements:

                  (a) (i) On any day on which the sum of the aggregate
outstanding principal amount of the A Revolving Loans and the A Letter of Credit
Outstandings at such time exceeds the Total A Revolving Loan Commitment as then
in effect, the Borrower shall prepay the principal of A Revolving Loans in an
amount equal to such excess. If, after giving effect to the


                                      -30-

<PAGE>

prepayment of all outstanding A Revolving Loans, the aggregate amount of the A
Letter of Credit Outstandings exceeds the Total A Revolving Loan Commitment as
then in effect, the Borrower shall pay to the Administrative Agent at its
Payment Office on such date an amount of cash or Cash Equivalents equal to the
amount of such excess, such cash or Cash Equivalents to be held as security for
all Obligations of the Borrower hereunder in a manner satisfactory to the
Collateral Agent.

                  (ii) On any day on which the sum of the aggregate outstanding
principal amount of the B Revolving Loans and the B Letter of Credit
Outstandings exceeds the Total B Revolving Loan Commitment as then in effect,
the Borrower shall prepay the principal of B Revolving Loans in an amount equal
to such excess. If, after giving effect to the prepayment of all outstanding B
Revolving Loans, the aggregate amount of the B Letter of Credit Outstandings
exceeds the Total B Revolving Loan Commitment as then in effect, the Borrower
shall pay to the Administrative Agent at its Payment Office on such date an
amount of cash or Cash Equivalents equal to the amount of such excess, such cash
or Cash Equivalents to be held as security for all Obligations of the Borrower
hereunder in a manner satisfactory to the Collateral Agent.

                  (iii) On any day on or prior to the Acquisition Loan
Termination Date on which the aggregate outstanding principal amount of
Acquisition Loans exceeds the Total Acquisition Loan Commitment, the Borrower
shall repay the principal of Acquisition Loans in the amount equal to such
excess.

                  (b) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 3.02(A), the Borrower shall be
required to repay on each date set forth below (to the extent any day set forth
below is not a Business Day then the required date of repayment shall be the
immediately preceding Business Day) the principal amount of A Term Loans, to the
extent then outstanding, set forth below opposite such date (each such repayment
as the same may be reduced after the Restatement Effective Date as provided in
Sections 3.01 and 3.02(B), a "Scheduled A Term Loan Repayment"):

         Scheduled A Term Loan Repayment Date            Amount
         ------------------------------------            ------
         September 30, 2000                            $3,000,000
         December 31, 2000                             $3,000,000
         March 31, 2001                                $3,575,000
         June 30, 2001                                 $3,575,000
         September 30, 2001                            $3,575,000
         December 31, 2001                             $3,575,000
         March 31, 2002                                $3,700,000
         A Term Loan Maturity Date                     $1,000,000

                  (c) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 3.02(A), the Borrower shall be
required to repay on each date set forth below (to the extent any date set forth
below is not a Business Day then the required date of repayment shall be the
immediately preceding Business Day) the principal amount of B Term Loans, to the
extent then outstanding, set forth below opposite such date (each such repayment


                                      -31-

<PAGE>



as the same may be reduced after the Restatement Effective Date as provided in
Sections 3.01 and 3.02(B), a "Scheduled B Term Loan Repayment"):

         Scheduled B Term Loan Repayment Date             Amount
         ------------------------------------             ------
         September 30, 2000                               $125,000
         December 31, 2000                                $125,000
         March 31, 2001                                   $125,000
         June 30, 2001                                    $125,000
         September 30, 2001                               $125,000
         December 31, 2001                                $125,000
         March 31, 2002                                 $3,812,500
         June 30, 2002                                  $3,812,500
         September 30, 2002                             $3,812,500
         December 31, 2002                              $3,812,500
         March 31, 2003                                 $4,875,000
         June 30, 2003                                  $4,875,000
         September 30, 2003                             $4,875,000
         December 31, 2003                              $4,875,000
         March 31, 2004                                 $5,922,000
         June 30, 2004                                  $5,922,000
         September 30, 2004                             $5,922,000
         December 31, 2004                              $5,985,000
         March 31, 2005                                 $7,531,000
         June 30, 2005                                  $7,531,000
         September 30, 2005                             $7,531,000
         B Term Loan Maturity Date                      $7,531,000

                  (d) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 3.02(A), the Borrower shall be
required to repay on each date set forth below a principal amount of Acquisition
Loans, to the extent then outstanding, equal to (i) the aggregate principal
amount of Acquisition Loans outstanding on the Acquisition Loan Termination Date
(after giving effect to any Acquisition Loans made on such date) multiplied by
(ii) the percentage set forth below opposite such date (each such repayment as
the same may be reduced as provided in Sections 3.01 and 3.02(B), a "Scheduled
Acquisition Loan Repayment"):

Scheduled Acquisition Loan Repayment Dates Percentage:
-----------------------------------------------------

         Each Quarterly Payment Date occurring during the 12 month
         period commencing on November 6, 2001                        2.5%

         Each Quarterly Payment Date occurring during the 12 month
         period commencing on November 6, 2002                       10.0%

         Acquisition Loan Maturity Date                                50%


                                      -32-

<PAGE>


                  (e) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 3.02(A), the Borrower shall be
required to repay on each date set forth below (to the extent any date set forth
below is not a Business Day then the required date of repayment shall be the
immediately preceding Business Day) the principal amount of C Term Loans, to the
extent then outstanding, set forth below opposite such date (each such repayment
as the same may be reduced after the Third Restatement Effective Date as
provided in Sections 3.01 and 3.02(B), a "Scheduled C Term Loan Repayment" and
the Scheduled A Term Loan Repayments, Scheduled B Term Loan Repayments,
Scheduled Acquisition Loan Repayments, together with the Scheduled C Term Loan
Repayments, collectively referred to herein as the "Scheduled Repayments"):

           Scheduled C Term Loan Repayment Date           Amount
           ------------------------------------           ------
         September 30, 2000                               $100,000
         December 31, 2000                                $100,000
         March 31, 2001                                   $750,000
         June 30, 2001                                    $750,000
         September 30, 2001                               $750,000
         December 31, 2001                                $750,000
         March 31, 2002                                 $1,000,000
         June 30, 2002                                  $1,000,000
         September 30, 2002                             $1,000,000
         December 31, 2002                              $1,000,000
         March 31, 2003                                 $1,250,000
         June 30, 2003                                  $1,250,000
         September 30, 2003                             $1,250,000
         December 31, 2003                              $1,250,000
         March 31, 2004                                $10,000,000
         June 30, 2004                                 $10,000,000
         September 30, 2004                            $10,000,000
         December 31, 2004                             $10,000,000
         March 31, 2005                                $11,950,000
         June 30, 2005                                 $11,950,000
         September 30, 2005                            $11,950,000
         C Term Loan Maturity Date                     $11,950,000

                  (f) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 3.02, on the date of the receipt
thereof by the Parent or any of its Subsidiaries, an amount equal to:

                      (i) the Relevant Prepayment Percentage of the cash
         proceeds (net of underwriting discounts and commissions and all other
         reasonable costs associated with such transaction) from any sale or
         issuance after the Third Restatement Effective Date of common equity of
         the Parent or any Subsidiary of the Parent (other than (x) Permitted


                                      -33-

<PAGE>



         Equity Issuances and (y) any proceeds from the FrontLine Indemnity
         Contribution); provided that proceeds of equity sold or issued to
         officers, directors or employees of the Borrower ("Employee Stock
         Proceeds") shall not be required to be paid on the date of the receipt
         thereof (unless such date of receipt is also a date specified below)
         but instead shall be required to be paid on each date on which the
         aggregate amount of such Employee Stock Proceeds received during the
         period commencing on the later of (x) the Third Restatement Effective
         Date and (y) the immediately preceding date on which a mandatory
         repayment or commitment reduction was made pursuant to this Section
         3.02(A)(f) as a result of the receipt of Employee Stock Proceeds and
         ending on the date of determination (the "Employee Stock Proceeds
         Payment Period"), equals or exceeds $200,000 (beyond the $2 million
         exclusion set forth in the last proviso in this Section 3.02(A)(f)),
         with the amount of the repayments or commitment reductions required on
         each such date to equal the Relevant Prepayment Percentage of the
         aggregate amount of Employee Stock Proceeds received on or before such
         date during the applicable Employee Stock Proceeds Payment Period;

                      (ii) the Relevant Prepayment Percentage of the cash
         proceeds (net of underwriting discounts and commissions, loan fees and
         all other reasonable costs associated with such transaction) from (x)
         any incurrence of any Indebtedness by the Parent or any Subsidiary of
         the Parent (other than Indebtedness permitted by Section 8.05 as said
         Section is in effect on the Third Restatement Effective Date) or (y)
         any sale or issuance after the Third Restatement Effective Date of
         preferred equity of the Parent or any Subsidiary of the Parent (other
         than Permitted Equity Issuances); and

                      (iii) if a Default or Event of Default is in existence at
         the time of the receipt thereof, 100% of the cash proceeds from the
         FrontLine Indemnity Contribution (whether made as a cash contribution
         or pursuant to an issuance of Parent Common Stock).

shall be applied as provided in Section 3.02(B); provided, however, that so long
as there shall exist no Default or Event of Default at the time of exercise
thereof, the first $2 million of cash proceeds received by the Parent after the
Third Restatement Effective Date from the exercise of warrants and/or options by
employees and directors of the Parent with respect to the Parent's Common Stock
may be retained by the Parent.

                  (g) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 3.02, on each Excess Cash Flow
Payment Date, an amount equal to 75% of Excess Cash Flow of the Parent and its
Subsidiaries for the relevant Excess Cash Flow Payment Period shall be applied
as provided in Section 3.02(B).

                  (h) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 3.02, on each date after the
Third Restatement Effective Date on which the Parent or any Subsidiary of the
Parent receives cash proceeds from any sale of assets (including capital stock
and securities other than capital stock the proceeds from the sale of which is
recaptured under Section 3.02(A)(f) but excluding sales of assets so long as the
aggregate amount of Net Sale Proceeds excluded pursuant to this clause does not
exceed $200,000 in the aggregate for all such asset sales in any fiscal year of
the Parent), an amount


                                      -34-

<PAGE>




equal to the Relevant Prepayment Percentage of the Net Sale Proceeds thereof
shall be applied as provided in Section 3.02(B). Notwithstanding anything to the
contrary contained in this Section 3.02(A)(h), in no event shall the Parent or
any of its Subsidiaries use any proceeds from any asset sale to make any
voluntary or mandatory repayment or prepayment of Senior Subordinated Bridge
Loans, Permitted Subordinated Refinancing Indebtedness or Mezzanine Subordinated
Notes and, in each case, before any such obligation to use such proceeds to make
such repayment shall arise, the Parent or the respective Subsidiary shall apply
such proceeds as a mandatory prepayment and/or commitment reduction in
accordance with requirements of Sections 3.02(B).

                  (i) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 3.02, on each date after the
Third Restatement Effective Date of the receipt thereof by the Parent or any
Subsidiary of the Parent, an amount equal to the Relevant Prepayment Percentage
of the cash proceeds of any Recovery Event (net of reasonable costs incurred in
connection with such Recovery Event (including the estimated marginal increase
in income taxes which will be payable as a result of such Recovery Event by the
Parent or any Subsidiary of the Parent)) shall be applied as provided in Section
3.02(B); provided that proceeds from Recovery Events which relate to destruction
of property (and do not relate to key-man insurance or liability insurance) not
in excess of $1,000,000 in the aggregate for all Recovery Events occurring
during one fiscal year of the Parent shall not be required to be so applied on
such date to the extent that the Parent delivers a certificate to the
Administrative Agent on or prior to such date stating that such proceeds shall
be used to replace or restore any properties or assets in respect of which such
proceeds were paid within a period specified in such certificate not to exceed
180 days after the date of receipt of such proceeds (which certificate shall set
forth estimates of the proceeds to be so expended); and provided further, that
if all or any portion of such proceeds not so applied pursuant to Section
3.02(B) are not so used within the period specified in the proviso, such
remaining portion shall be applied on the last day of such specified period as
provided in Section 3.02(B).

                  (j) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 3.02(A), on each date upon which
the Parent or any of its Subsidiaries receives cash proceeds pursuant to any
Acquisition Document or any agreement or understanding relating to any Permitted
Acquisition, including, without limitation, indemnification or similar payments
and post-closing adjustments, but excluding in each case post-closing working
capital adjustments and reimbursement of out-of-pocket costs and expenses, an
amount equal to the Relevant Prepayment Percentage of such proceeds (net of
reasonable expenses incurred in connection with obtaining such proceeds and the
estimated marginal increase in income taxes payable in respect thereof) shall be
applied as provided in Section 3.02(B).

                  (k) Notwithstanding anything to the contrary contained
elsewhere in this Agreement, all then outstanding Loans of each respective
Tranche shall be repaid in full on the Maturity Date for such Tranche of Loans.


                                      -35-
<PAGE>


                  (B)      Application:

                  (a)      Each mandatory repayment of Loans pursuant to
Section 3.02(A)(f) through (j), inclusive, shall be applied:

                  (i) first, (A) prior to the Acquisition Loan Termination Date,
         to prepay the principal of outstanding A Term Loans, B Term Loans, and
         C Term Loans on a pro rata basis, with the A Term Loan Facility to
         receive the A TL Percentage, the B Term Loan Facility to receive the B
         TL Percentage and the C Term Loan Facility to receive the C TL
         Percentage, in each case, of the total amount to be applied as a
         mandatory repayment of Term Loans pursuant to this Section 3.02(B),
         which prepayments of such Term Loans shall be applied to reduce the
         then remaining Scheduled A Term Loan Repayments, Scheduled B Term Loan
         Repayments and Scheduled C Term Loan Repayments on a pro rata basis
         (based on the then remaining amounts of such Scheduled A Term Loan
         Repayments, Scheduled B Term Loan Repayments and Scheduled C Term Loan
         Repayments) and (B) after the Acquisition Loan Termination Date, to
         prepay the principal of outstanding Term Loans and Acquisition Loans on
         a pro rata basis, with the A Term Loan Facility to receive the A TL
         Percentage, the B Term Loan Facility to receive the B TL Percentage,
         the C Term Loan Facility to receive the C TL Percentage and the
         Acquisition Loan Facility to receive the Acquisition TL Percentage, in
         each case of the total amount to be applied as a mandatory repayment of
         Term Loans and Acquisition Loans pursuant to this Section 3.02(B), and
         which prepayments of such Term Loans and Acquisition Loans shall be
         applied to reduce the then remaining Scheduled Repayments of the
         respective Tranche on a pro rata basis (based on the then remaining
         amounts of such Scheduled Repayments);

                  (ii) second, prior to the Acquisition Loan Termination Date,
         to prepay the principal of outstanding Acquisition Loans (with a
         corresponding reduction to the Total Acquisition Loan Commitment);

                  (iii) third, prior to the Acquisition Loan Termination Date,
         to reduce the Total Acquisition Loan Commitment (with a corresponding
         reduction to the Acquisition Loan Commitment of each Bank with such a
         Commitment (it being understood and agreed that the amount of such
         reduction shall be deemed to be an application of proceeds for purposes
         of this Section 3.02(B)(a)(iii) even though cash is not actually
         applied));

                  (iv) fourth, to prepay the principal of outstanding A
         Revolving Loans and B Revolving Loans on a pro rata basis, with the A
         Revolving Loan Facility to receive the A RL Repayment Percentage and
         the B Revolving Loan Facility to receive the B RL Repayment Percentage,
         in each case, of the total amount to be applied as a mandatory
         repayment of Revolving Loans pursuant to this Section 3.02(B) (with a
         corresponding reduction to the Total A Revolving Loan Commitment and
         the Total B Revolving Loan Commitment);

                  (v) fifth, to cash collateralize Letter of Credit Outstandings
         by depositing cash in a letter of credit cash collateral account on
         terms satisfactory to the Collateral Agent,

                                      -36-
<PAGE>

         in an amount equal to the Letter of Credit Outstandings, with the
         amount required to be used for such cash collateralization to be
         applied pro rata to the A Letter of Credit Outstandings and the B
         Letter of Credit Outstandings (based upon the A RL Repayment Percentage
         and the B RL Repayment Percentage then in effect) (it being understood
         that the Total A Revolving Loan Commitment and the Total B Revolving
         Loan Commitment shall be reduced by the amount of cash collateral
         required to be deposited in respect of A Letter of Credit Outstandings
         or B Letter of Credit Outstandings, as the case may be, pursuant to
         this clause (v)); and

                  (vi) sixth, to reduce the remaining (i.e., after giving effect
         to all prior reductions thereto, including, without limitation, to the
         reductions theretofore effected pursuant to the preceding clauses (iv)
         and (v)) Total A Revolving Loan Commitment and Total B Revolving Loan
         Commitment on a pro rata basis, with the Total A Revolving Loan
         Commitment to be allocated the A RL Repayment Percentage of the amount
         to be so applied and the Total B Revolving Loan Commitment to be
         allocated the B RL Repayment Percentage of the amount to be so applied
         (it being understood and agreed that the amount of such reduction shall
         be deemed to be an application of proceeds for purposes of this Section
         3.02(B)(a)(vi) even though cash is not actually applied).

                  (b) With respect to each repayment of Loans required by this
Section 3.02, the Borrower may designate the Types of Loans which are to be
repaid and, in the case of Eurodollar Loans, the specific Borrowing or
Borrowings of the respective Tranche pursuant to which made; provided that: (i)
repayments of Eurodollar Loans pursuant to this Section 3.02 may only be made on
the last day of an Interest Period applicable thereto unless all Eurodollar
Loans of the respective Tranche with Interest Periods ending on such date of
required repayment and all Base Rate Loans of the respective Tranche have been
paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a
single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to
such Borrowing to an amount less than the applicable Minimum Borrowing Amount,
such Borrowing shall immediately be converted into Base Rate Loans; and (iii)
each repayment of any Loans made pursuant to a single Borrowing shall be applied
pro rata among such Loans. In the absence of a designation by such Borrower as
described in the preceding sentence, the Administrative Agent shall, subject to
the above, make such designation in its sole discretion.

                  (C) Waiver of Certain Mandatory Repayments:

                  Notwithstanding anything to the contrary contained in this
Section 3.02 or elsewhere in this Agreement (including, without limitation, in
Section 12.12), the Banks with outstanding B Term Loans (the "B Term Banks") and
C Term Loans (the "C Term Banks") shall have the option, without the consent of
the Borrower, to waive a mandatory repayment of such Loans pursuant to Section
3.02(A)(f), (g), (h), (i) and/or (j) (each such repayment, a "Waivable Mandatory
Repayment") upon the terms and provisions set forth in this Section 3.02(C). The
Borrower shall give the Administrative Agent written notice at least five
Business Days prior to the date of each Waivable Mandatory Repayment, which
notice the Administrative Agent shall promptly forward to all B Term Banks and C
Term Banks (indicating in such notice the amount of such repayment to be applied
to each such Bank's outstanding Term Loans under such

                                      -37-
<PAGE>

Tranches). In the event any such B Term Bank or C Term Bank desires to waive
such Bank's right to receive any such Waivable Mandatory Repayment, in whole or
in part, such Bank shall so advise the Administrative Agent no later than the
close of business two Business Days after the date of such notice from the
Administrative Agent, which notice shall also include the amount such Bank
desires to receive in respect of such repayment. If any Bank does not reply to
the Administrative Agent within such two Business Day period, it will be deemed
not to have waived any part of such repayment. If any Bank does not specify an
amount it wishes to receive, it will be deemed to have accepted 100% of the
total payment. In the event that any such Bank waives all or part of such right
to receive any such Waivable Mandatory Repayment, the Administrative Agent shall
apply 100% of the amount so waived by such Bank to the A Term Loans and/or the
Acquisition Loans (and if prior to the Acquisition Loan Termination Date, to the
reduction of the Acquisition Loan Commitments), in each case in accordance with
Section 3.02(B). Notwithstanding the foregoing, in no event shall the amount of
a Waivable Mandatory Repayment exceed the aggregate principal amount of A Term
Loans and Acquisition Loans that will be outstanding after Banks with
outstanding A Term Loans and Acquisition Loans receive their respective shares
of mandatory repayments pursuant to Section 3.02(B) (i.e., before giving effect
to any application of such Waivable Mandatory Repayment to A Term Loans and/or
Acquisition Loans pursuant to this Section 3.03(C)).

                  3.03 Method and Place of Payment. Except as otherwise
specifically provided herein, all payments under this Agreement or any Note
shall be made to the Administrative Agent for the account of the Bank or Banks
entitled thereto not later than 12:00 Noon (New York time) on the date when due
and shall be made in Dollars in immediately available funds at the Payment
Office of the Administrative Agent. Whenever any payment to be made hereunder or
under any Note shall be stated to be due on a day which is not a Business Day,
the due date thereof shall be extended to the next succeeding Business Day and,
with respect to payments of principal, interest shall be payable at the
applicable rate during such extension.

                  3.04 Net Payments. (a) All payments made by the Borrower
hereunder or under any Note will be made without setoff, counterclaim or other
defense. Except as provided in Section 3.04(b), all such payments will be made
free and clear of, and without deduction or withholding for, any present or
future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority thereof or therein with respect to such payments
(but excluding, except as provided in the second succeeding sentence, any tax
imposed on or measured by the net income of a Bank pursuant to the laws of the
jurisdiction in which it is organized or the jurisdiction in which the principal
office or applicable lending office of such Bank is located or any political
subdivision or taxing authority thereof or therein) and all interest, penalties
or similar liabilities with respect to such non- excluded taxes, levies,
imposts, duties, fees, assessments or other charges (all such non- excluded
taxes, levies, imposts, duties, fees, assessments or other charges being
referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the
Borrower agrees to pay the full amount of such Taxes, and such additional
amounts as may be necessary so that every payment of all amounts due hereunder
or under any Note, after withholding or deduction for or on account of any
Taxes, will not be less than the amount provided for herein or in such Note. If
any amounts are payable in respect of

                                      -38-
<PAGE>


Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each
Bank, upon the written request of such Bank, for taxes imposed on or measured by
the net income or net profits of such Bank pursuant to the laws of the
jurisdiction or any political subdivision or taxing authority thereof or therein
in which such Bank is organized or in which the principal office or applicable
lending office of such Bank is located and for any withholding of income or
similar taxes as such Bank shall determine are payable by, or withheld from,
such Bank in respect of such amounts so paid to or on behalf of such Bank
pursuant to the preceding sentence and in respect of any amounts paid to or on
behalf of such Bank pursuant to this sentence. The Borrower will furnish to the
Administrative Agent within 45 days after the date of the payment of any Taxes
due pursuant to applicable law certified copies of tax receipts evidencing such
payment by the Borrower. The Borrower agrees to indemnify and hold harmless each
Bank, and reimburse such Bank upon its written request, for the amount of any
Taxes so levied or imposed and paid by such Bank.

                  (b) Each Bank that is not a United States person (as such term
is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower
and the Administrative Agent on or prior to the Third Restatement Effective
Date, or in the case of a Bank that is an assignee or transferee of an interest
under this Agreement pursuant to Section 12.04 (unless the respective Bank was
already a Bank hereunder immediately prior to such assignment or transfer), on
the date of such assignment or transfer to such Bank, (i) two accurate and
complete original signed copies of Internal Revenue Service Form W-8EC1 or Form
W-8BEN (with respect to a complete exemption under an income tax treaty) (or
successor forms) certifying to such Bank's entitlement to a complete exemption
from United States withholding tax with respect to payments to be made under
this Agreement and under any Note, or (ii) if the Bank is not a "bank" within
the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either
Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete
exemption under an income tax treaty) pursuant to clause (i) above, (x) a
certificate substantially in the form of Exhibit C (any such certificate, a
"Section 3.04(b)(ii) Certificate") and (y) two accurate and complete original
signed copies of Internal Revenue Service Form W-8BEN (with respect to the
portfolio interest exemption) (or successor form) certifying to such Bank's
entitlement to a complete exemption from United States withholding tax with
respect to payments of interest to be made under this Agreement and under any
Note. In addition, each Bank agrees that from time to time after the Third
Restatement Effective Date, when a lapse in time or change in circumstances
renders the previous certification obsolete or inaccurate in any material
respect, it will deliver to the Borrower and the Administrative Agent two new
accurate and complete original signed copies of Internal Revenue Service Form
W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty),
Form W-8BEN (with respect to the portfolio interest exemption) and a Section
3.04(b)(ii) Certificate, as the case may be, and such other forms as may be
required in order to confirm or establish the entitlement of such Bank to a
continued exemption from or reduction in United States withholding tax with
respect to payments under this Agreement and any Note, or it shall immediately
notify the Borrower and the Administrative Agent of its inability to deliver any
such Form or Certificate, in which case such Bank shall not be required to
deliver any such form of certificate pursuant to this Section 3.04(b).
Notwithstanding anything to the contrary contained in Section 3.04(a), but
subject to the immediately succeeding sentence, (x) the Borrower shall be
entitled, to the extent it is

                                      -39-
<PAGE>

required to do so by law, to deduct or withhold income or similar taxes imposed
by the United States (or any political subdivision or taxing authority thereof
or therein) from interest, fees or other amounts payable hereunder for the
account of any Bank which is not a United States person (as such term is defined
in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the
extent that such Bank has not provided to the Borrower U.S. Internal Revenue
Service Forms that establish a complete exemption from such deduction or
withholding and (y) the Borrower shall not be obligated pursuant to Section
3.04(a) hereof to gross-up payments to be made to a Bank in respect of income or
similar taxes imposed by the United States if (I) such Bank has not provided the
Borrower the Internal Revenue Service Forms required to be provided the Borrower
pursuant to this Section 3.04(b) or (II) in the case of a payment, other than
interest, to a Bank described in clause (ii) above, to the extent that such
forms do not establish a complete exemption from withholding of such taxes.
Notwithstanding anything to the contrary contained in the preceding sentence or
elsewhere in this Section 3.04, the Borrower agrees to pay additional amounts
and to indemnify each Bank in the manner set forth in Section 3.04(a) (without
regard to the identity of the jurisdiction requiring the deduction or
withholding) in respect of any amounts deducted or withheld by it as described
in the immediately preceding sentence as a result of any changes after the Third
Restatement Effective Date in any applicable law, treaty, governmental rule,
regulation, guideline or order, or in the interpretation thereof, relating to
the deducting or withholding of income or similar Taxes.

                  Section 4. Conditions Precedent to Loans on the Third
Restatement Effective Date. The obligation of each Bank to make Loans on the
Third Restatement Effective Date (and the occurrence of the Third Restatement
Effective Date) is subject on the Third Restatement Effective Date to the
satisfaction of the following conditions (it being understood that the
conditions set forth in Sections 4.16, 4.17 and 4.18 shall be required to be
satisfied on the Third Restatement Effective Date and concurrently with the
making of Loans on such date):

                  4.01 Execution of Agreement; Notes. On or prior to the Third
Restatement Effective Date, there shall have been delivered to the
Administrative Agent, for the account of each of the Banks, the appropriate A
Term Note, B Term Note, C Term Note, Acquisition Note, A Revolving Note or B
Revolving Note executed by the Borrower, in each case in the amount, maturity
and as otherwise provided herein.

                  4.02 Officer's Certificate. On the Third Restatement Effective
Date, the Administrative Agent shall have received a certificate dated the Third
Restatement Effective Date signed on behalf of the Parent by the President or
Chief Financial Officer of the Parent stating that all of the conditions in
Sections 4.10, 4.11, 4.12, 4.14, 4.16, 4.17, 4.18 and 5.01 have been satisfied
on such date; provided the certificate shall not be required to certify as to
the acceptability of any items to the Agents and/or the Banks or as to whether
the Agents and/or the Banks are satisfied with any of the matters described in
said Sections.

                  4.03 Opinions of Counsel. On the Third Restatement Effective
Date, the Administrative Agent shall have received from (i) Brown & Wood LLP,
counsel to the Parent and its Subsidiaries, an opinion addressed to each Agent,
the Collateral

                                      -40-
<PAGE>

Agent and each of the Banks and dated the Third Restatement Effective Date
covering the matters set forth in Exhibit D, (ii) counsel rendering such
opinions, reliance letters addressed to each Agent, the Collateral Agent and
each of the Banks and dated the Third Restatement Effective Date, with respect
to certain other legal opinions delivered in connection with the Transaction,
which opinions shall cover such matters as the Agents may reasonably request and
be in form and substance reasonably satisfactory to the Agents and (iv) local
and foreign counsel satisfactory to the Administrative Agent, opinions each of
which (x) shall be addressed to each Agent, the Collateral Agent and each of the
Banks and be dated the Third Restatement Effective Date, (y) shall be in form
and substance reasonably satisfactory to the Agents and the Required Banks and
(z) shall cover the perfection of security interests granted pursuant to the
Security Documents and such other matters incident to the transactions
contemplated herein as the Agents may reasonably request.

                  4.04 Company Documents; Proceedings. (a) On the Third
Restatement Effective Date, the Administrative Agent shall have received a
certificate, dated the Third Restatement Effective Date, signed by the President
or any Vice President of each Credit Party, and attested to by the Secretary or
any Assistant Secretary of such Credit Party, in the form of Exhibit E with
appropriate insertions, together with copies of the Certificate of
Incorporation, By-Laws or other equivalent organizational documents of such
Credit Party and the resolutions of such Credit Party referred to in such
certificate, and the foregoing shall be acceptable to each of the Agents and the
Required Banks in their sole discretion.

                  (b) All Company and legal proceedings and all instruments and
agreements relating to the transactions contemplated by this Agreement and the
other Credit Documents shall be satisfactory in form and substance to each of
the Agents and the Required Banks, and the Administrative Agent shall have
received all information and copies of all documents and papers, including
records of Company proceedings, governmental approvals, good standing
certificates and bring-down telegrams, if any, which the Agents or the Required
Banks may have requested in connection therewith, such documents and papers
where appropriate to be certified by proper Company or governmental authorities.

                  4.05 Plans; Shareholders' Agreements; Management Agreements;
Employment Agreements; Collective Bargaining Agreements; Debt Agreements;
Affiliate Contracts; Tax Sharing Agreements and Material Contracts. On or prior
to the Third Restatement Effective Date, there shall have been delivered to the
Banks true and correct copies, certified as true and complete by an appropriate
officer of the Parent of:

                  (i) all Plans (and for each Plan that is required to file an
         annual report on Internal Revenue Service Form 5500-series, a copy of
         the most recent such report (including, to the extent required, the
         related financial and actuarial statements and opinions and other
         supporting statements, certifications, schedules and information), and
         for each Plan that is a "single-employer plan," as defined in Section
         4001(a)(15) of ERISA, the most recently prepared actuarial valuation
         therefor) and any other "employee benefit plans," as defined in Section
         3(3) of ERISA, and any other material agreements, plans or
         arrangements, with or for the benefit of current or former employees of
         the Borrower or any of its Subsidiaries or any ERISA Affiliate
         (provided that the foregoing shall apply in the case of any
         Multiemployer Plan, only to the extent that any document described
         therein is in the possession of the Parent or any Subsidiary of the
         Parent or any

                                      -41-
<PAGE>

         ERISA Affiliate or reasonably available thereto from the sponsor or
         trustee of any such plan) (collectively, the "Employee Benefit Plans");

                  (ii) all agreements entered into by the Parent or any
         Subsidiary of the Parent governing the terms and relative rights of its
         capital stock and any agreements entered into by shareholders relating
         to any such entity with respect to their capital stock (collectively,
         the "Shareholders' Agreements");

                  (iii) all agreements with members of, or with respect to the,
         management of the Parent or any Subsidiary of the Parent other than
         Employment Agreements (collectively, the "Management Agreements");

                  (iv) any employment agreements entered into by the Parent or
         any Subsidiary of the Parent (collectively, the "Employment
         Agreements");

                  (v) all collective bargaining agreements applying or relating
         to any employee of the Parent or any Subsidiary of the Parent
         (collectively, the "Collective Bargaining Agreements");

                  (vi) all agreements evidencing or relating to Indebtedness of
         the Parent or any Subsidiary of the Parent whether or not such
         agreement is to remain outstanding after giving effect to the
         incurrence of Loans on the Third Restatement Effective Date
         (collectively, the "Debt Agreements");

                  (vii) all tax sharing, tax allocation and other similar
         agreements entered into by the Parent or any Subsidiary of the Parent
         (collectively, the "Tax Sharing Agreements");

                  (viii) all contracts, agreements or understandings entered
         into between the Parent or any of its Subsidiaries on the one hand, and
         any of its Affiliates, on the other hand (collectively, the "Affiliate
         Contracts"); and

                  (ix) all material contracts and licenses of the Parent or any
         of its Subsidiaries that are to remain in effect after giving effect to
         the consummation of the Transaction, including without limitation, all
         leases pursuant to which the Parent or any of its Subsidiaries are
         lessees, all partnership agreements and all management contracts
         (collectively, the "Material Contracts");

all of which Employee Benefit Plans, Shareholders' Agreements, Management
Agreements, Employment Agreements, Collective Bargaining Agreements, Debt
Agreements, Tax Sharing Agreements, Affiliate Contracts and Material Contracts
shall be in form and substance satisfactory to the Agents and the Required Banks
and shall be in full force and effect on the Third Restatement Effective Date;
provided, however, that only those Plans, Shareholders' Agreements, Management
Agreements, Employment Agreements, Collective Bargaining Agreements, Debt
Agreements, Tax Sharing Agreements, Affiliate Contracts and Material Contracts
(x) of HQ and its Subsidiaries and (y) of Vantas and its Subsidiaries which were
not in existence on the Second Restatement Effective Date or, if in existence on
the Second

                                      -42-
<PAGE>

Restatement Effective Date, which have been changed in any material respect
since such date, shall be required to be delivered pursuant to this Section
4.05.

                  4.06 Consent Letter. The Administrative Agent shall have
received a letter from Corporation Service Company, with offices on the date
hereof at 500 Central Avenue, Albany, New York, 12206-2290, substantially in the
form of Exhibit J hereto, indicating its consent to its appointment by the
Parent and its Subsidiaries as their agent to receive service of process as
specified in Section 12.08 of this Agreement and Section 21 of the Subsidiaries
Guaranty.

                  4.07 Pledge Agreement. On the Third Restatement Effective
Date, each Credit Party shall have duly authorized, executed and delivered an
Amended and Restated Pledge Agreement in the form of Exhibit F (as so amended
and restated and as the same may be further amended, modified, restated and/or
supplemented from time to time, the "Pledge Agreement") and shall have delivered
to the Collateral Agent, as Pledgee thereunder, (i) all of the Pledged
Securities referred to therein and then owned by such Credit Party, (x) endorsed
in blank in the case of promissory notes constituting Pledged Securities and (y)
accompanied by executed and undated endorsements for transfer in the case of
equity interests constituting certificated Pledged Securities and (ii) such
other evidence that all other actions necessary or, in the reasonable opinion of
the Collateral Agent, desirable, to perfect the security interests purported to
be created by the Pledge Agreement have been taken, and the Pledge Agreement
shall be in full force and effect.

                  4.08 Security Agreement. On the Third Restatement Effective
Date, each Credit Party shall have duly authorized, executed and delivered an
Amended and Restated Security Agreement in the form of Exhibit G (as so amended
and restated and as the same may be further amended, modified, restated and/or
supplemented from time to time, the "Security Agreement") covering all of such
Credit Party's present and future Security Agreement Collateral, together with:

                  (i) proper financing statements (Form UCC-1 or such other
         financing statements or similar notices as shall be required by local
         law) fully executed for filing under the UCC or other appropriate
         filing offices of each jurisdiction as may be necessary or, in the
         opinion of the Collateral Agent, desirable to perfect the security
         interests purported to be created by the Security Agreement;

                  (ii) certified copies of Requests for Information or Copies
         (Form UCC-11), or equivalent reports, listing all judgment liens, tax
         liens or effective financing statements that name the Parent or any of
         its Subsidiaries, or a division or other operating unit of any such
         Person, as debtor and that are filed in the jurisdictions referred to
         in said clause (i), together with copies of such other financing
         statements (none of which shall cover the Collateral except to the
         extent evidencing Permitted Liens or for which the Collateral Agent
         shall receive termination statements (Form UCC-3 or such other
         termination statements as shall be required by local law) fully
         executed for filing);

                  (iii) evidence of the completion of all other recordings and
         filings of, or with respect to, the Security Agreement as may be
         necessary or, in the opinion of the

                                      -43-
<PAGE>

         Collateral Agent, desirable to perfect the security interests intended
         to be created by such Security Agreement;

                  (iv) evidence that all other actions necessary or, in the
         opinion of the Collateral Agent, desirable to perfect and protect the
         security interests purported to be created by the Security Agreement
         have been taken; and

                  (v) all necessary third-party consents to the granting of the
         Liens purported to be granted pursuant to the Security Documents,
         including, without limitation, consents under all management contracts;

and the Security Agreement shall be in full force and effect.

                  4.09 Subsidiaries Guaranty. On the Third Restatement Effective
Date, each Domestic Subsidiary of the Parent (other than the Borrower) shall
have duly authorized, executed and delivered an Amended and Restated
Subsidiaries Guaranty in the form of Exhibit H (as so amended and restated and
as the same may be further amended, modified, restated and/or supplemented from
time to time, the "Subsidiaries Guaranty"), and the Subsidiaries Guaranty shall
be in full force and effect.

                 4.10 Material Adverse Change, etc. Since December 31, 1999,
nothing shall have occurred (and neither any Agent nor the Banks shall have
become aware of any facts or conditions not previously known) which such Agent
or the Required Banks shall determine (a) could reasonably be expected to have a
material adverse effect on the rights or remedies of the Banks or any Agent, or
on the ability of the Parent, HQ, Vantas or any of their respective Subsidiaries
to perform their obligations to the Agents and the Banks under this Agreement or
any other Credit Document, (b) could reasonably be expected to have a materially
adverse effect on the performance, business, assets, nature of assets,
liabilities, operations, properties, condition (financial or otherwise) or
prospects of the Parent, HQ, Vantas and their respective Subsidiaries taken as a
whole, (c) indicates the inaccuracy in any material respect of the information
previously provided to the Agents or the Banks (taken as a whole) in connection
with their analysis of the transactions contemplated hereby or indicates that
the information previously provided omitted to disclose any material information
or (d) could reasonably be expected to have a materially adverse effect on the
financial, banking, or capital markets for the market for senior syndicated debt
financings for leveraged transactions generally.

                  4.11 Litigation. On the Third Restatement Effective Date, no
litigation by any entity (private or governmental) shall be pending or
threatened with respect to this Agreement, any other Credit Document or any
documentation executed in connection herewith or with respect to the
transactions contemplated hereby, or which the Agents or Required Banks shall
determine could reasonably be expected to have a materially adverse effect on
the Transaction or on the performance, business, assets, nature of assets,
liabilities, operations, properties, condition (financial or otherwise) or
prospects of the Parent, Vantas, HQ and their respective Subsidiaries taken as a
whole.

                                      -44-
<PAGE>

                  4.12 Fees, etc. On the Third Restatement Effective Date, the
Borrower shall have paid in full to each Agent and the Banks all costs, fees and
expenses (including, without limitation, all legal fees and expenses) payable to
such Agent and the Banks to the extent then due pursuant hereto or as otherwise
agreed between any of Vantas, HQ, the Parent or any of its Subsidiaries and such
Agent.

                  4.13 Solvency Certificate; Insurance Analyses. On the Third
Restatement Effective Date, the Administrative Agent shall have received: (i) a
solvency certificate from the chief financial officer of the Parent, in the form
of Exhibit I hereto, supporting the conclusions that, after giving effect to the
Transaction and the incurrence of all financings contemplated herein, each
Credit Party, and all Credit Parties taken as a whole, as the case may be, are
not insolvent and will not be rendered insolvent by the Indebtedness incurred in
connection therewith, will not be left with unreasonably small capital with
which to engage in its or their businesses and will not have incurred debts
beyond its or their ability to pay such debts as they mature, and (ii) evidence
(including, without limitation, certificates with respect to each insurance
policy listed on Schedule II) of insurance, complying with the requirements of
Section 7.03, with respect to the business and properties of the Parent and its
Subsidiaries, in scope, form and substance satisfactory to the Agents and the
Required Banks and naming each of the Collateral Agent, the Agents and the Banks
as an additional insured and the Collateral Agent as loss payee and stating that
such insurance shall not be cancelled or revised without 30 days' prior written
notice by the insurer to the Collateral Agent.

                  4.14 Approvals. Except as set forth on Part C of Schedule IV
hereto, all material necessary governmental and third party approvals in
connection with the Transaction and the transactions contemplated by the
Documents and otherwise referred to herein or therein (including, but not
limited to, those approvals required in respect of existing permits, landlord
consents and transfers of contract rights) shall have been obtained and remain
in effect, and all applicable waiting periods shall have expired without any
action being taken by any competent authority which restrains, prevents or
imposes, in the sole judgment of the Agents or the Required Banks, adverse
conditions upon the consummation of the Transaction or the other transactions
contemplated by the Documents and otherwise referred to herein or therein.
Additionally, there shall not exist any judgment, order, injunction or other
restraint issued or filed or a hearing seeking injunction relief or other
restraint pending or notified prohibiting or imposing materially adverse
conditions upon the consummation of the Transaction, the transactions
contemplated by the Documents, the making of the Loans or the issuance of
Letters of Credit.

                  4.15 Financial Statements; Projections; Compliance Letter;
Compliance Certificate. (a) On or prior to the Third Restatement Effective Date,
the Banks shall have received true and correct copies of (x) the historical
financial statements and the pro forma financial statements referred to in
Section 6.05(a), all of which financial statements shall be prepared in
accordance with generally accepted accounting principles consistent with past
practices and shall be in form and substance reasonably satisfactory to the
Agents and the Required Banks, and shall not disclose any material adverse
differences in the business, properties, assets, liabilities, results of
operations, condition (financial or otherwise) or prospects of Vantas, HQ and
their respective Subsidiaries taken as a whole from that previously disclosed to
the Agents and the Required Banks.

                                      -45-
<PAGE>

                  (b) On the Third Restatement Effective Date, the Banks shall
have received detailed consolidated financial projections, certified by the
Chief Financial Officer of the Parent, for the Parent and its Subsidiaries,
which include the projected consolidated results of the Parent, after giving
effect to the Transaction and the other transactions contemplated herein, for
the period commencing on the Third Restatement Effective Date and ending on or
after December 31, 2003 (the "Projections"), which Projections, and the
supporting assumptions and explanations thereto, and the accounting practices
and procedures to be utilized by the Parent following the Third Restatement
Effective Date, shall be satisfactory in form and substance to the Agents and
the Required Banks and shall be as set forth on Schedule III hereto.

                  (c) On or prior to the Third Restatement Effective Date, the
Banks shall have received a compliance letter, in form and substance
satisfactory to the Agents and the Required Lenders, from PriceWaterhouseCoopers
LLP and KPMG LLP, independent certified public accountants, certifying that for
the year ended December 31, 1999, Vantas and HQ had, on a combined basis, (i)
EBITDA of at least $48,000,000, (ii) historical one-time non-recurring expenses
of at least $5,000,000, (iii) an historical straight line rent cash adjustment
of $10,000,000, (iv) on a pro forma basis after giving effect to the creation of
an unconsolidated new development company affiliate and the transfer thereto of
the developments commenced in 1999, a decrease in EBITDA of at least $8,000,000
resulting from development losses, and (v) on a pro forma basis after giving
effect to the Transaction, positive adjustments to combined EBITDA in conformity
with the rules and regulations of Regulation S-X of at least $15,000,000.

                  (d) On or prior to the Third Restatement Effective Date, the
Agents shall have received a compliance certificate, in form and substance
satisfactory to the Agents, from the Chief Financial Officer of the Parent
certifying that Vantas and HQ, on a combined basis, (i) had, for the fiscal
quarter of Vantas and HQ ending on March 31, 2000, EBITDA of $18,000,000 (which
amount shall include straightline rent adjustments and other adjustments
satisfactory to the Agents) and (ii) have, on a pro forma basis after giving
effect to the Transaction, anticipated annualized synergies (determined in
conformity the rules and regulations of with Regulation S-X), for the fiscal
year ended December 31, 2000, of at least $16,000,000.

                  4.16 Consummation of the Acquisitions; Preferred Equity
Financing; Senior Subordinated Notes; etc. (a) On the Third Restatement
Effective Date, Vantas and HQ shall have consummated the HQ Merger (i) pursuant
to which the existing holders of common stock of Vantas (other than FrontLine)
shall have received cash equal to approximately $21,742,696 in connection with
the conversion of such stock into a right to receive $8.00 per share as
contemplated by the HQ Merger Agreement, (ii) the existing holders of voting and
non-voting common stock of HQ will retain all shares of such common stock
(representing a continuing interest in HQ with an equity value of approximately
$133,600,000) (the "HQ Equity Rollover"), (iii) each outstanding share of
Vantas' preferred stock shall have been converted into the right to receive
 .2569 shares of voting common stock of HQ in accordance with the conversion
requirements set forth in the HQ Merger Agreement, (iv) certain holders of
options to purchase Vantas' common stock shall have received cash equal to
approximately $11,207,717 in connection with the acceleration and cancellation
of such options pursuant to the HQ Merger Agreement, and (v) holders of options
to purchase Vantas' common stock under Vantas' 1996

                                      -46-
<PAGE>

stock option plan shall have converted their option rights into a right to
acquire voting common stock of HQ on the basis set forth in the HQ Merger
Agreement.

                  (b) On the Third Restatement Effective Date and immediately
after giving effect to the HQ Merger, FrontLine shall have purchased 4,130,530
shares of voting common stock of HQ (as the surviving corporation of the HQ
Merger) from CarrAmerica and certain other Persons for aggregate cash
consideration of $151,053,482.10 (representing a purchase price of $36.57 per
share) pursuant to, and in accordance with the terms of, the HQ Stock Purchase
Agreement (the "HQ Common Stock Purchase").

                  (c) On the Third Restatement Effective Date and immediately
after giving effect to the HQ Merger and the HQ Common Stock Purchase, (i) HQ
(as the surviving corporation of the HQ Merger) shall have purchased from
CarrAmerica (x) 2,006,066 shares of non-voting common stock of Omni UK and 144
shares of non-voting common stock of Omni Lux for aggregate cash consideration
of $24,286,081 and (y) certain Notes (as defined in the UK/Lux Stock Purchase
Agreement) for cash consideration of $50,124,559.34 (representing the aggregate
principal amount of, and accrued and unpaid interest on, such Notes on the Third
Restatement Effective Date), in each case pursuant to, and in accordance with
the terms of, the UK/Lux Stock Purchase Agreement and (ii) CarrAmerica shall
have assumed the obligations of Omni UK under the Loan Notes (as defined in the
UK/Lux Stock Purchase Agreement) in consideration for a cash payment by HQ of
$15,766,149.82 pursuant to, and in accordance with the terms of, the UK/Lux
Stock Purchase Agreement (with the transactions described in clauses (i) and
(ii) above being herein collectively called the "UK/Lux Acquisition").

                  (d) On the Third Restatement Effective Date and immediately
after giving effect to the HQ Merger, the HQ Common Stock Purchase and the
UK/Lux Acquisition, (w) HQ shall have contributed the Development Assets to the
Parent, (x) HQ (as the surviving corporation of the HQ Merger) and Merger Sub 2
shall have consummated the Second-Step Merger, as a result of which (i) the
Parent shall own all of the capital stock of Merger Sub 2 (as the surviving
corporation of the Second-Step Merger) and (ii) the common stockholders of HQ
shall have received Parent Common Stock in exchange for their outstanding shares
of common stock of HQ as contemplated by the Second-Step Merger Agreement, (y)
pursuant to the Exchange Agreement, FrontLine shall have exchanged (the "Equity
Exchange") a portion of the shares of Parent Common Stock acquired pursuant to
the Second-Step Merger (being those shares attributable to the shares of common
stock of HQ acquired by FrontLine pursuant to the HQ Common Stock Purchase) for,
and the Parent shall have sold directly to the Equity Investors, in the
aggregate (I) 4,782,692 shares of 13.5% Series A Convertible Cumulative
Preferred Stock with an aggregate liquidation preference of $195,000,000 (such
preferred stock, together with any subsequent issuances thereof in accordance
with the terms hereof, the "PIK Preferred Stock") and (II) warrants to purchase
up to 2,143,332 shares of Parent Common Stock, and (z) immediately after giving
effect to the Equity Exchange and the transactions described in preceding clause
(x), the Equity Investors shall have purchased from FrontLine and Parent an
aggregate of 4,782,692 shares of PIK Preferred Stock and warrants to purchase up
to 2,143,332 shares of Parent Common Stock for aggregate cash consideration of
$195,000,000 pursuant to, and in accordance with the terms of, the PIK Preferred
Stock Purchase Agreements (with the

                                      -47-
<PAGE>

Equity Exchange, Second-Step Merger and the related transactions described above
in this Section 4.16(d) being herein collectively called the "Reorganization").

                  (e) On the Third Restatement Effective Date, (i) Vantas shall
have received gross cash proceeds in the aggregate amount of $125,000,000 from
the incurrence of Senior Subordinated Bridge Loans, (ii) Vantas shall have
received approximately $25,871,000 (or such greater or lesser amount as is
required to ensure that the conditions set forth in clauses (iii) and (v) below
are satisfied) in cash from a capital contribution by FrontLine pursuant to, and
in accordance with the terms of, the FrontLine Transaction Contribution
Documents (the "FrontLine Transaction Contribution"), (iii) Vantas and HQ shall
have cash on hand of approximately $12,500,000, all of which shall be available
to be used to make payments owing in connection with the Transaction, (iv) after
giving effect to the Transaction, the Borrower shall have cash on hand of
$10,000,000 available for the working capital requirements of the Borrower and
its Subsidiaries and (v) after giving effect to the Transaction, the Parent
shall have cash on hand, in an amount satisfactory to the Banks, to be used to
cover operating expenses relating to the Development Assets.

                  (f) On the Third Restatement Effective Date, the Borrower
shall have utilized the full amount of the cash proceeds received from the
incurrence of the Senior Subordinated Bridge Loans and the FrontLine Transaction
Contribution, together with cash on hand of $12,500,000, to make payments owing
in connection with the Transaction prior to utilizing any proceeds of the Loans
for such purpose.

                  (g) On the Third Restatement Effective Date, (i) the
Administrative Agent shall have received true and correct copies of all
Acquisition Documents, Senior Subordinated Credit Documents, PIK Preferred Stock
Documents and FrontLine Transaction Contribution Documents, certified as such by
an appropriate officer of the Parent, (ii) all such Documents, and all terms and
conditions thereof (including, without limitation, in the case of the Senior
Subordinated Credit Documents and the PIK Preferred Stock Documents,
amortization, maturities, interest rates, dividend rates, limitation on cash
dividends payable, covenants, defaults, remedies, sinking fund provisions,
conversion features and subordination provisions, as applicable), shall be in
form and substance reasonably satisfactory to each Agent and the Required Banks
and (iii) all such Documents shall be in full force and effect. All conditions
precedent to the consummation of the Transaction as set forth in the Acquisition
Documents, the Senior Subordinated Credit Documents, the PIK Preferred Stock
Documents and the FrontLine Transaction Contribution Documents shall have been
satisfied, and not waived unless consented to by each Agent and the Required
Banks, to the reasonable satisfaction of each Agent and the Required Banks. Each
of the Acquisitions (including the Reorganization), the incurrence of the Senior
Subordinated Bridge Loans, the Preferred Equity Financing, the consummation of
the HQ Equity Rollover and the FrontLine Transaction Contribution shall have
been consummated in accordance with the terms and conditions of the applicable
Documents therefor and all applicable law.

                  (h) On the Third Restatement Effective Date (after giving
effect to the Transaction), the capital and corporate structure of the Parent
and its Subsidiaries shall be reasonably satisfactory in form and substance to
the Agents and the Required Banks.

                                      -48-
<PAGE>

                  4.17 Refinancing. (a) On the Third Restatement Effective Date,
the commitments (if any) under the Indebtedness to be Refinanced shall have been
terminated, all loans outstanding thereunder shall have been repaid in full,
together with all accrued and unpaid interest thereon, all accrued and unpaid
fees thereon shall have been paid in full, all letters of credit issued
thereunder shall have been terminated (except to the extent (x) incorporated (or
deemed issued) as letters of credit under the L/C Reimbursement Agreements and
supported by Existing Letter of Credit Back-Stop Arrangements or (y) cash
collateralized pursuant to the Existing Letter of Credit Cash Collateral
Arrangements, in each case on the basis set forth in clause (c) below) and all
other amounts owing pursuant to the Indebtedness to be Refinanced shall have
been repaid in full.

                  (b) On the Third Restatement Effective Date, all security
interests in respect of, and Liens securing, obligations under the Indebtedness
to be Refinanced shall have been terminated and released to the satisfaction of
the Agents and the Required Banks, and the Administrative Agent shall have
received all such releases as may have been requested by the Agents and the
Required Banks, which releases shall be in form and substance reasonably
satisfactory to the Agents and the Required Lenders. Without limiting the
foregoing, there shall have been delivered (i) proper termination statements
(Form UCC-3 or the appropriate equivalent) for filing under the UCC of each
jurisdiction where a financing statement Form UCC-1 or equivalent was filed with
respect to the Parent or any of its Subsidiaries in connection with the security
interests created pursuant to the Indebtedness to be Refinanced and the
documentation related thereto, (ii) termination or reassignment of any security
interest in, or Lien on, any patents, trademarks, copyrights or similar
interests of the Parent or any of its Subsidiaries on which filings have been
made to secure obligations under the Indebtedness to be Refinanced and (iii)
terminations of all mortgages, leasehold mortgages and deeds of trusts created
with respect to property of the Parent or any of its Subsidiaries to secure the
obligations under the Indebtedness to be Refinanced, all of which shall be in
form and substance reasonably satisfactory to the Agents and the Required Banks.

                  (c) (i) On the Third Restatement Effective Date, Paribas and
Vantas shall have entered into a letter of credit reimbursement agreement in
form and substance satisfactory to Paribas (as amended, modified or supplemented
from time to time, the "Paribas L/C Reimbursement Agreement"), pursuant to which
all Existing Letters of Credit issued by Paribas as Issuing Bank under, and as
defined in, the Second Amended and Restated Credit Agreement shall have been
incorporated (or deemed issued) as "Letters of Credit" under, and for all
purposes of, the Paribas L/C Reimbursement Agreement.

                  (ii) On the Third Restatement Effective Date, Bank Austria and
Vantis shall have entered into a letter of credit reimbursement agreement in
form and substance satisfactory to Bank Austria (as amended, modified or
supplemented from time to time, the "Bank Austria L/C Reimbursement Agreement"),
pursuant to which all Existing Letters of Credit issued by Bank Austria as
Issuing Bank under, and as defined in, the Second Amended and Restated Credit
Agreement shall have been incorporated (or deemed issued) as "Letters of Credit"
under, and for all purposes of, the Bank Austria L/C Reimbursement Agreement.

                                      -49-
<PAGE>

                  (iii) On the Third Restatement Effective Date, Morgan Guaranty
and HQ shall have entered into a letter of credit reimbursement agreement in
form and substance satisfactory to Morgan Guaranty (as amended, modified or
supplemented from time to time, the "Morgan Guaranty L/C Reimbursement
Agreement" and, together with the Paribas L/C Reimbursement Agreement and the
Bank Austria L/C Reimbursement Agreement, collectively, the "L/C Reimbursement
Agreements"), pursuant to which all Existing Letters of Credit issued by Morgan
Guaranty as issuing bank under the Existing HQ Credit Agreement shall have been
incorporated (or deemed issued) as "Letters of Credit" under, and for all
purposes of, the Morgan Guaranty L/C Reimbursement Agreement.

                  (iv) On the Third Restatement Effective Date, FrontLine and
Bankers Trust Company shall have entered into a line of credit agreement (as
amended, modified or supplemented from time to time, the "Back-Stop Letter of
Credit Agreement"), pursuant to which Bankers Trust Company shall have issued
one or more letters of credit for the account of FrontLine in favor of Morgan
Guaranty, Paribas and Bank Austria as beneficiaries thereunder, and the
Back-Stop Letter of Credit Agreement shall be in full force and effect.

                  (v) On or prior to the Third Restatement Effective Date, First
Union and HQ shall have entered into a cash collateral agreement in form and
substance satisfactory to First Union (as amended, modified or supplemented from
time to time, the "First Union L/C Cash Collateral Agreement"), pursuant to
which all Existing Letters of Credit issued by First Union as Fronting Bank
under, and as defined in, the Existing HQ Credit Agreement shall have been cash
collateralized on a basis satisfactory to First Union and the Required Banks
(the "Existing Letter of Credit Cash Collateral Arrangements").

                  (d) The Administrative Agent shall have received evidence in
form, scope and substance reasonably satisfactory to the Agents and the Required
Banks that the matters set forth in this Section 4.17 have been satisfied on the
Third Restatement Effective Date.

                  4.18 Second Amended and Restated Credit Agreement; etc. On the
Third Restatement Effective Date (after giving effect to the incurrence of Loans
on such date), (i) all outstanding Existing Revolving Loans shall be repaid in
full, (ii) each Existing RL Bank shall have received payment in full of all
amounts (including any accrued and unpaid interest and fees) then due and owing
to it under the Second Amended and Restated Credit Agreement in respect of its
Existing Revolving Loans being repaid, (iii) all accrued interest on all
outstanding extensions of credit pursuant to the Second Amended and Restated
Credit Agreement, and all regularly accruing fees pursuant to the Second Amended
and Restated Credit Agreement, shall be paid in full on, and through, the Third
Restatement Effective Date (whether or not same would otherwise then be due and
payable pursuant to the Second Amended and Restated Credit Agreement) and (iv)
the Administrative Agent shall have received evidence in form, scope and
substance satisfactory to it that the matters set forth in this Section 4.18
have been satisfied on such date.

                  4.19 Subordination Agreement. On or prior to the Third
Restatement Effective Date, the Parent, the Borrower, each Subsidiary Guarantor,
and each other Subsidiary or Affiliate of the Parent which is an obligee or
obligor with respect to any Affiliate Debt, shall have duly authorized,

                                      -50-
<PAGE>

executed and delivered the Affiliate Debt and Subordination Agreement in the
form of Exhibit M (as modified, amended or supplemented from time to time, the
"Subordination Agreement"), and the Subordination Agreement shall be in full
force and effect.

                  Section 5. Conditions Precedent to All Credit Events. The
obligation of each Bank to make Loans (including Loans made on the Third
Restatement Effective Date) and the obligation of an Issuing Bank to issue any
Letter of Credit and the occurrence of the Third Restatement Effective Date, is
subject, at the time of each such Credit Event or at the time of the Third
Restatement Effective Date, as the case may be (except as hereinafter
indicated), to the satisfaction of the following conditions:

                  5.01 No Default; Representations and Warranties. On the Third
Restatement Effective Date and at the time of each such Credit Event and also
after giving effect thereto (i) there shall exist no Default or Event of Default
and (ii) all representations and warranties contained herein or in the other
Credit Documents shall be true and correct in all material respects with the
same effect as though such representations and warranties had been made on the
date of the Third Restatement Effective Date and/or the date of making of such
Credit Event (except to the extent such representations specifically relate to
earlier dates in which case such representations shall be correct in all
material respects on and as of such dates).

                  5.02 Notice of Borrowing; Letter of Credit Request. (a) Prior
to the making of each Loan, the Administrative Agent shall have received a
Notice of Borrowing meeting the requirements of Section 1.03.

                  (b) Prior to the issuance of each Letter of Credit, the
Issuing Bank shall have received a Letter of Credit Request meeting the
requirements of Section 1A.03 or Section 1B.03, as applicable.

                  (c) Prior to the making of each A Revolving Loan and the
issuance of each A Letter of Credit, each of the Administrative Agent, each A
Issuing Bank and each Bank with an A Revolving Loan Commitment shall have
received an A Revolving Facility Borrowing Certificate meeting the requirements
of the definition thereof.

                  The acceptance of the benefits of each Credit Event shall
constitute a representation and warranty by each of the Parent and the Borrower
to each of the Banks that all the conditions specified in Section 4 and in this
Section 5 and applicable to such Credit Event exist as of that time. All of the
Notes, certificates, legal opinions and other documents and papers referred to
in Section 4 and in this Section 5, unless otherwise specified, shall be
delivered to the Administrative Agent at the Notice Office for the account of
each of the Banks and, except for the Notes, in sufficient counterparts for each
of the Banks and, unless otherwise specified, shall be in form and substance
satisfactory to the Banks.

                  Section 6. Representations, Warranties and Agreements. In
order to induce the Banks to enter into this Agreement and to make the Loans,
and issue (or participate in) the Letters of Credit as provided herein, each of
the Parent and the Borrower makes the following representations, warranties and
agreements as to itself and as to each of its Subsidiaries (to the

                                      -51-
<PAGE>

extent applicable), as of the Third Restatement Effective Date (both before and
after giving effect to the Credit Events occurring on such date, the Transaction
and the other transactions contemplated by the Credit Documents, and all
references to each of the Parent and the Borrower herein and elsewhere in this
Agreement, shall, unless otherwise specifically indicated, be references to the
Parent or the Borrower, as the case may be, after giving effect to the
Transaction) and as of the date of each subsequent Credit Event, which
representations, warranties and agreements shall survive the execution and
delivery of this Agreement and the Notes and any subsequent Credit Event, with
the occurrence of each Credit Event on or after the Third Restatement Effective
Date being deemed to constitute a representation and warranty that the matters
specified in this Section 6 are true and correct on and as of the Third
Restatement Effective Date and on the date of each such Credit Event (except to
the extent such representations specifically relate to earlier dates in which
case such representations shall be correct in all material respects on and as of
such dates):

                  6.01 Company Status. Each of the Parent and its Subsidiaries
(i) is a duly organized and validly existing corporation, limited liability
company or limited partnership under the laws of the jurisdiction of its
organization, (ii) is in good standing under the laws of the jurisdiction of its
organization, except, in the case of any Subsidiary of the Borrower, for
failures to so be in good standing which, in the aggregate, could not reasonably
be expected to have a material adverse effect on the performance, business,
assets, nature of assets, liabilities, operations, properties, condition
(financial or otherwise) or prospects of the Parent and its Subsidiaries taken
as a whole, (iii) has the Company power and authority to own its property and
assets and to transact the business in which it is engaged and presently
proposes to engage and (iv) is duly qualified and is authorized to do business
and is in good standing in each jurisdiction where the ownership, leasing or
operation of property or the conduct of its business requires such
qualifications except for failures to be so qualified which, in the aggregate,
could not reasonably be expected to have a material adverse effect on the
performance, business, assets, nature of assets, liabilities, operations,
properties, condition (financial or otherwise) or prospects of the Parent and
its Subsidiaries taken as a whole.

                  6.02 Company Power and Authority. Each of the Parent and its
Subsidiaries has the Company power to execute, deliver and perform the terms and
provisions of each of the Documents to which it is party and has taken all
necessary Company action to authorize the execution, delivery and performance by
it of each of such Documents. Each of the Parent and its Subsidiaries has duly
executed and delivered each of the Documents to which it is party, and each of
such Documents constitutes its legal, valid and binding obligation enforceable
in accordance with its terms, except as the enforceability thereof may be
limited by bankruptcy, reorganization, moratorium or similar laws relating to or
limiting creditors' rights generally or by general equitable principles
(regardless of whether the issue of enforceability is considered in a proceeding
in equity or at law).

                  6.03 No Violation. Neither the execution, delivery or
performance by the Parent or any of its Subsidiaries of the Documents to which
it is a party, nor compliance by it with the terms and provisions thereof, (i)
will contravene any provision of any applicable law, statute, rule or regulation
or any order, writ, injunction or decree of any court or governmental
instrumentality, (ii) except as set forth on Part C of Schedule IV hereto, will
conflict with or result in

                                      -52-
<PAGE>

any breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien (except pursuant to the Security
Documents) upon any of the property or assets of the Parent or any of its
Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust,
credit agreement or loan agreement, or any other material agreement, contract or
instrument to which the Parent or its Subsidiaries is a party or by which it or
any of its property or assets is bound or to which it may be subject (including,
without limitation, the Senior Subordinated Credit Agreement and, on and after
the execution and delivery thereof, any agreement governing the Permitted
Subordinated Refinancing Indebtedness and the Mezzanine Subordinated Note
Documents) or (iii) will violate any provision of the Certificate of
Incorporation, By-Laws or equivalent organizational documents of the Parent or
any of its Subsidiaries.

                  6.04 Governmental Approvals. (a) No order, consent, approval,
license, authorization or validation of, or filing, recording or registration
with (except as have been obtained or made on or prior to the Third Restatement
Effective Date and are in full force and effect), or exemption by, any
governmental or public body or authority, or any subdivision thereof, is
required to authorize, or is required in connection with, (i) the execution,
delivery and performance of any Credit Document or (ii) the legality, validity,
binding effect or enforceability of any such Credit Document.

                  (b) No material order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except as have been obtained or made on or prior to the Third Restatement
Effective Date and are in full force and effect), or exemption by, any
governmental or public body or authority, or any subdivision thereof, is
required to authorize, or is required in connection with, (i) the Transaction,
(ii) the execution, delivery and performance of any Document (other than the
Credit Documents) or (iii) the legality, validity, binding effect or
enforceability of any such Document.

                  6.05 Financial Statements; Financial Condition; Undisclosed
Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheets
of Vantas as at June 30, 1997, June 30, 1998, December 31, 1998 and December 31,
1999 and the related consolidated statements of income, stockholders equity and
cash flows of Vantas for the fiscal years ended as of such dates, which
financial statements have been examined by PriceWaterhouseCoopers LLP,
independent certified public accountants, who delivered unqualified opinions in
respect thereto, (ii) the unaudited consolidated balance sheet of Vantas as at
March 31, 2000 and related consolidated statements of income, stockholders
equity and cash flows of Vantas for the fiscal quarter ended as of such date,
(iii) the audited consolidated balance sheets of HQ as at December 31, 1997,
December 31, 1998 and December 31, 1999 and the related statements of earnings
and cash flows of HQ and its Subsidiaries for the fiscal years ended as of such
dates, which financial statements have been examined by KPMG LLP independent
certified public accountants, who delivered unqualified opinions in respect
thereto, (iv) the unaudited consolidated balance sheet of HQ as at March 31,
2000 and the related statements of earnings and cash flows of HQ and its
Subsidiaries for the fiscal quarter ended as of such date, (v) the pro forma
(after giving effect to the Transaction and the related financing thereof)
consolidated balance sheets and statements of income and cash flow of the Parent
and its Subsidiaries as at December 31, 1999 and (vi) the estimated (after
giving effect to the Transaction and the related

                                      -53-
<PAGE>

financing thereof) consolidated balance sheet of the Parent and its Subsidiaries
as at May 31, 2000, copies of all of which financial statements referred to in
the preceding clauses (i), (ii), (iii), (iv), (v) and (vi) have heretofore been
furnished to each Bank, present fairly the financial position of the respective
entities at the dates of said statements and the results of operations for the
period covered thereby (or, in the case of the pro forma financial statements,
present a good faith estimate of the pro forma financial condition of Parent and
its Subsidiaries (after giving effect to the Transaction) on a consolidated
basis at the date thereof). All such financial statements (other than the
estimated balance sheet referred in clause (vi) above) have been prepared in
accordance with generally accepted accounting principles and practices
consistently applied except to the extent provided in the notes to said
financial statements and with respect to interim financial statements, subject
to normal year end adjustments. Since December 31, 1999 (after giving effect to
the Transaction as if same had been consummated on such date), there has been no
material adverse change in the performance, business, assets, nature of assets,
liabilities, operations, properties, condition (financial or otherwise) or
prospects of Parent and its Subsidiaries taken as a whole.

                  (b) On and as of the Third Restatement Effective Date, on a
pro forma basis after giving effect to the Transaction and all other
transactions contemplated by the Documents and to all Indebtedness (including
the Loans and the Senior Subordinated Bridge Loans) being incurred in connection
with the Transaction, and Liens created, and to be created, by each Credit Party
in connection therewith: (a) the sum of the assets (including all intangible
assets), at a fair valuation, of each Credit Party will exceed its debts; (b) no
Credit Party has incurred or intends to, or believes that it will, incur debts
beyond its ability to pay such debts as such debts mature; and (c) each Credit
Party will have sufficient capital with which to conduct its business. For
purposes of this Section 6.05(b) "debt" means any liability on a claim, and
"claim" means (i) right to payment, whether or not such a right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured, or unsecured or (ii) right to
an equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.

                  (c) Except as fully reflected in the financial statements and
the notes related thereto described in Section 6.05(a), there were as of the
Third Restatement Effective Date (and after giving effect to the Transaction and
the other transactions contemplated hereby and by the Documents) no liabilities
or obligations with respect to the Parent or any of its Subsidiaries of any
nature whatsoever (whether absolute, accrued, contingent or otherwise and
whether or not due) which, either individually or in aggregate, could reasonably
be expected to be material to the Parent and its Subsidiaries taken as a whole.
As of the Third Restatement Effective Date, neither the Parent nor any of its
Subsidiaries knows of any basis for the assertion against the Parent or any of
its Subsidiaries of any liability or obligation of any nature whatsoever that is
not fully reflected in the financial statements and the notes related thereto
described in Section 6.05(a) which, either individually or in the aggregate,
could reasonably be expected to be material to the Parent and its Subsidiaries
taken as a whole. As of the Third Restatement Effective Date (and after giving
effect to the Transaction), none of the Parent or any of its Subsidiaries will
have any outstanding Indebtedness or preferred stock other than (i) the Loans,

                                      -54-
<PAGE>

(ii) the Existing Indebtedness and (iii) pursuant to the Senior Subordinated
Credit Documents and (iv) the PIK Preferred Stock.

                  (d) On and as of the Third Restatement Effective Date, the
Projections have been prepared in good faith by the Borrower and there are no
statements or conclusions in any of the Projections which are based upon or
include information known to the Borrower to be misleading or which fail to take
into account material information regarding the matters reported therein. On the
Third Restatement Effective Date, the Borrower believes that the Projections
were reasonable and attainable (although actual results may differ from the
Projections and no representation is made that the Projections will in fact be
attained).

                  (e) Incorporated into the Projections attached as Schedule III
hereto is a true and complete statement of the estimated sources and uses of all
funds to be received or expended by the Parent and its Subsidiaries in
connection with the Transaction, including all costs and expenses expected to be
incurred in connection with the Transaction.

                  6.06 Litigation. There are no actions, suits or proceedings
pending or, to the best knowledge of each of the Parent and the Borrower,
threatened (i) with respect to any Document or the Transaction, or (ii) that are
reasonably likely to materially and adversely affect the performance, business,
assets, nature of assets, liabilities, operations, properties, condition
(financial or otherwise) or prospects of the Parent and its Subsidiaries taken
as a whole.

                  6.07 True and Complete Disclosure. All factual information
(taken as a whole) heretofore or contemporaneously furnished by or on behalf of
the Parent or any Subsidiary of the Parent in writing to any Bank (including,
without limitation, all information contained in the Documents) for purposes of
or in connection with this Agreement or any transaction contemplated herein is,
and all other such factual information (taken as a whole with all information
previously furnished) hereafter furnished by or on behalf of the Parent or any
Subsidiary of the Parent in writing to any Bank will be, true and accurate in
all material respects on the date as of which such information is dated or
certified and not incomplete or misleading by omitting to state any material
fact.

                  6.08 Use of Proceeds; Margin Regulations. (a) The proceeds of
all C Term Loans and Acquisition Loans incurred by the Borrower on the Third
Restatement Effective Date shall be utilized by the Borrower (i) to finance the
Acquisition, (ii) to effect the Refinancing and (iii) to pay fees and expenses
incurred in connection with the Transaction.

                  (b) All proceeds of Revolving Loans shall be used by the
Borrower for working capital and general corporate purposes of the Borrower and
its Subsidiaries (including to finance Permitted Acquisitions); provided that
(i) no proceeds of A Revolving Loans may be used to make payments owing in
connection with the Transaction and (ii) proceeds of not more than $5.625
million of the B Revolving Loans may be used to make payments owing in
connection with the Transaction.

                  (c) No part of the proceeds of any Loan will be used to
purchase or carry any Margin Stock or to extend credit for the purpose of
purchasing or carrying any Margin Stock.

                                      -55-
<PAGE>

Neither the making of any Loan nor the use of the proceeds thereof nor the
occurrence of any other Credit Event will violate or be inconsistent with the
provisions of Regulation T, U or X of the Board of Governors of the Federal
Reserve System.

                  6.09 Tax Returns and Payments. Except as set forth on Schedule
VI, each of the Parent and its Subsidiaries has timely filed or caused to be
timely filed (including pursuant to any valid extensions of time for filing)
with the appropriate taxing authority, all returns, statements, forms and
reports for taxes (the "Returns") required to be filed by or with respect to the
income, properties or operations of the Parent and/or any of its Subsidiaries.
The Returns accurately reflect in all material respects all liability for taxes
of the Parent and its Subsidiaries as a whole for the periods covered thereby.
Each of the Parent and each of its Subsidiaries have paid all material taxes
(including, without limitation, all federal payroll withholding taxes) payable
by them which have become due other than those contested in good faith and for
which adequate reserves have been established in accordance with generally
accepted accounting principles. There is no material action, suit, proceeding,
investigation, audit, or claim now pending or, to the best knowledge of the
Parent or any of its Subsidiaries, threatened by any authority regarding any
taxes relating to the Parent or any of its Subsidiaries. Except as set forth on
Schedule VI, as of the Third Restatement Effective Date, neither the Parent nor
any of its Subsidiaries has entered into an agreement or waiver or been
requested to enter into an agreement or waiver extending any statute of
limitations relating to the payment or collection of taxes of the Parent or any
of its Subsidiaries, or is aware of any circumstances that would cause the
taxable years or other taxable periods of the Parent or any of its Subsidiaries
not to be subject to the normally applicable statute of limitations. Neither the
Parent nor any of its Subsidiaries has provided, with respect to themselves or
property held by them, any consent under Section 341 of the Code. None of the
Parent or any of its Subsidiaries has incurred, or will incur, any material tax
liability in connection with the Transaction or any other transactions
contemplated hereby. In addition, nothing set forth on Schedule XI hereto has
had, or could reasonably be expected to have, individually or in the aggregate,
a material adverse effect on the performance, business, assets, nature of
assets, liabilities, properties, operations, condition (financial or otherwise)
or prospects of the Parent and its Subsidiaries taken as a whole.

                  6.10 Compliance with ERISA. (a) Schedule VII sets forth each
Plan; each Plan (and each related trust, insurance contract or fund) is in
substantial compliance with its terms and with all applicable laws, including,
without limitation, ERISA and the Code; each Plan (and each related trust, if
any) which is intended to be qualified under Section 401(a) of the Code has
received a determination letter from the Internal Revenue Service to the effect
that it meets the requirements of Sections 401(a) and 501(a) of the Code; no
Reportable Event has occurred; no Plan which is a Multiemployer Plan is
insolvent or in reorganization; no Plan has an Unfunded Current Liability; no
Plan which is subject to Section 412 of the Code or Section 302 of ERISA has an
accumulated funding deficiency, within the meaning of such sections of the Code
or ERISA, or has applied for or received a waiver of an accumulated funding
deficiency or an extension of any amortization period, within the meaning of
Section 412 of the Code or Section 303 or 304 of ERISA; all contributions
required to be made with respect to a Plan and each Multiemployer Plan have been
timely made; neither the Parent nor any Subsidiary of the Parent nor any ERISA
Affiliate has incurred any material liability (including any indirect,
contingent or

                                      -56-
<PAGE>

secondary liability) to or on account of a Plan or Multiemployer Plan pursuant
to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212
of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or expects to incur any
such liability under any of the foregoing sections with respect to any Plan or
Multiemployer Plan; no condition exists which presents a material risk to the
Parent or any Subsidiary of the Parent or any ERISA Affiliate of incurring a
liability to or on account of a Plan or Multiemployer Plan pursuant to the
foregoing provisions of ERISA and the Code; no proceedings have been instituted
to terminate or appoint a trustee to administer any Plan which is subject to
Title IV of ERISA; no action, suit, proceeding, hearing, audit or investigation
with respect to the administration, operation or the investment of assets of any
Plan (other than routine claims for benefits) is pending, expected or
threatened; using actuarial assumptions and computation methods consistent with
Part 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of the
Parent and its Subsidiaries and its ERISA Affiliates to all Multiemployer Plans
in the event of a complete withdrawal therefrom, as of the close of the most
recent fiscal year of each such Multiemployer Plan ended prior to the date of
the most recent Credit Event, would not exceed $50,000; each group health plan
(as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which
covers or has covered employees or former employees of the Parent, any
Subsidiary of the Parent, or any ERISA Affiliate has at all times been operated
in compliance with the provisions of Part 6 of subtitle B of Title I of ERISA
and Section 4980B of the Code; no lien imposed under the Code or ERISA on the
assets of the Parent or any Subsidiary of the Parent or any ERISA Affiliate
exists or is likely to arise on account of any Plan or Multiemployer Plan and
the Parent and its Subsidiaries may cease contributions to or terminate any
employee benefit plan maintained by any of them without incurring any material
liability.

                  (b) Each Foreign Pension Plan has been maintained in
substantial compliance with its terms and with the requirements of any and all
applicable laws, statutes, rules, regulations and orders and has been
maintained, where required, in good standing with applicable regulatory
authorities. All contributions required to be made with respect to a Foreign
Pension Plan have been timely made. Neither the Parent nor any of its
Subsidiaries has incurred any obligation in connection with the termination of,
or withdrawal from, any Foreign Pension Plan. The present value of the accrued
benefit liabilities (whether or not vested) under each Foreign Pension Plan,
determined as of the end of the Borrower's most recently ended fiscal year on
the basis of actuarial assumptions, each of which is reasonable, did not exceed
the current value of the assets of such Foreign Pension Plan allocable to such
benefit liabilities.

                  (c) Notwithstanding anything to the contrary contained in this
Section 6.10, the representations and warranties made in this Section 6.10 shall
only be untrue if the aggregate effect of all failures and noncompliances of the
types described above in this Section 6.10 have had, or could reasonably be
expected to have, a material adverse effect on the performance, business,
assets, nature of assets, liabilities, operations, properties, condition
(financial or otherwise) or prospects of the Parent and its Subsidiaries taken
as a whole.

                  6.11 The Security Documents. (a) The provisions of the
Security Agreement are effective to create in favor of the Collateral Agent for
the benefit of the Secured Creditors a legal, valid and enforceable security
interest in all right, title and interest of the respective Credit Parties in
the Collateral described therein and the Collateral Agent, for the benefit of
the Secured

                                      -57-
<PAGE>

Creditors, has a fully perfected Lien on, and security interest in, all right,
title and interest of the respective Credit Parties, in all of the Collateral
described therein, subject to no other Liens other than Permitted Liens. The
recordation of the Security Agreement in the United States Patent and Trademark
Office together with filings on Form UCC-1 made pursuant to the Security
Agreement will be effective, under federal and state law, to perfect the
security interest granted to the Collateral Agent in the trademarks and patents
covered by the Security Agreement and the filing of the Security Agreement with
the United States Copyright Office together with filings on Form UCC-1 made
pursuant to the Security Agreement will be effective under federal and state law
to perfect the security interest granted to the Collateral Agent in the
copyrights covered by the Security Agreement. Each of the Credit Parties party
to the Security Agreement has good and merchantable title to all Collateral
described therein, free and clear of all Liens except those described above in
this clause (a).

                  (b) The security interests created in favor of the Collateral
Agent, as Pledgee for the benefit of the Secured Creditors, under the Pledge
Agreement constitute first perfected security interests in the Pledge Agreement
Collateral, subject to no security interests of any other Person. No filings or
recordings are required in order to perfect (or maintain the perfection or
priority of) the security interests created in the Pledge Agreement Collateral
and the proceeds thereof under the Pledge Agreement other than with respect to
that portion of the Pledge Agreement Collateral constituting a "general
intangible" under the UCC.

                  6.12 Representations and Warranties in the Documents. All
representations and warranties of the Parent, HQ, Vantas and their respective
Subsidiaries set forth in the other Documents are true and correct in all
material respects as of the Third Restatement Effective Date (except to the
extent any such representation or warranty specifically relates to an earlier
date in which such case such representation or warranty shall be true and
correct in all material respects on and as of such earlier date), and the Banks
shall be entitled to rely upon such representations and warranties with the same
force and effect as if they were incorporated in this Agreement and made to the
Banks directly.

                  6.13 Properties. (a) Each of the Parent and its Subsidiaries
has good and merchantable title to, or a validly subsisting leasehold interest
in, all properties owned or leased by it, including all property reflected in
the consolidated pro forma balance sheet (after giving effect to the
Transaction) referred to in Section 6.05(a) (except as sold or otherwise
disposed of since the date of such balance sheet in the ordinary course of
business or as permitted by Section 8.02), free and clear of all Liens, other
than (i) as referred to in the consolidated balance sheets or in the notes
thereto or in the pro forma balance sheet in each case referred to in Section
6.05(a) or (ii) otherwise permitted by Section 8.01. Schedule IV, Part A
contains a true and complete list of each parcel of Real Property owned by the
Parent and each of its Subsidiaries on the Third Restatement Effective Date, and
the type of interest therein held by the Parent and/or its Subsidiaries.
Schedule IV, Part B contains a true and complete list of each Real Property
leased or subleased (including each Master Lease) by the Parent and each of its
Subsidiaries on the Third Restatement Effective Date, and the type of interest
therein held by the Parent and/or its Subsidiaries.

                                      -58-
<PAGE>

                  (b) Each Lease (including, without limitation, each Master
Lease and Business Center Agreement) is valid and in full force and effect and
none of the Parent, the Borrower, or any Subsidiary is in default under any such
Lease and, to the knowledge of the Parent or the Borrower, the other party or
parties thereto are not in default of its or their obligations thereunder except
for the defaults set forth on Part C of Schedule IV, which defaults,
individually or in the aggregate, shall not have a Material Adverse Effect. The
Parent, the Borrower and/or each Subsidiary is in possession of all the Real
Property except with respect to portions thereof subleased to third parties
pursuant to a Business Center Agreement in the ordinary course of business and
in accordance with the provisions of the applicable Security Documents. As of
the Third Restatement Effective Date, all Leases to which the Parent or any of
its Subsidiaries is a party are legal, valid and binding obligations of the
Parent or such Subsidiary and, to the knowledge of the Parent and each of its
Subsidiaries, of the lessor and each other Person which is a party thereto.

                  (c) Part C of Schedule IV sets forth a true and accurate list
of all Real Property leased or subleased (including, without limitation, all
Master Leases) by the Parent, the Borrower and the Subsidiaries that require the
consent of the landlord thereunder to the Transaction. The Parent will not, and
will not permit any of the Subsidiaries to, agree to an increase in the rate of
rent under such leases in order to obtain such consents. The aggregate amount of
cash payments by the Parent and the Subsidiaries to the landlords under such
leases in order to obtain such consents does not exceed $5.0 million.

                  6.14 Capitalization. (a) On the Third Restatement Effective
Date, after giving effect to the Transaction, the authorized capital stock of
the Parent consists of (i) 100,000,000 shares of common stock, $.01 par value
per share (such authorized shares of common stock, together with any
subsequently authorized shares of common stock of the Parent, the "Parent Common
Stock"), 11,956,729 of which shares shall be issued and outstanding and owned by
the Persons set forth on Schedule VIII and (ii) 100,000,000 shares of PIK
Preferred Stock, 4,782,692 of which shares shall be issued and outstanding and
owned by the Persons set forth on Schedule VIII. All of such outstanding shares
have been duly and validly issued, are fully paid and nonassessable and are free
of preemptive rights. Except as set forth in this Section and on Schedule VIII,
on the Third Restatement Effective Date, the Parent does not have outstanding
any securities convertible into or exchangeable for its capital stock or
outstanding any rights to subscribe for or to purchase, or any options for the
purchase of, or any agreements providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character relating to,
its capital stock.

                  (b) On the Third Restatement Effective Date, after giving
effect to the Transaction, the authorized capital stock of the Borrower consists
of 100,000,000 shares of common stock, $.01 par value per share, 1,000 of which
shares shall be issued and outstanding and owned by the Parent. All of such
outstanding shares have been duly and validly issued, are fully paid and
nonassessable and are free of preemptive rights. The Borrower does not have
outstanding any securities convertible into or exchangeable for its capital
stock or outstanding any rights to subscribe for or to purchase, or any options
for the purchase of, or any agreements providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character relating to,
its capital stock.

                                      -59-
<PAGE>

                  6.15 Subsidiaries. On and as of the Third Restatement
Effective Date and after giving effect to the Transaction, the Borrower has no
Subsidiaries other than those Subsidiaries listed on Schedule IX. Schedule IX
correctly sets forth, as of the Third Restatement Effective Date and after
giving effect to the Transaction, the percentage ownership (direct and indirect)
of the Borrower in each class of capital stock or other equity interests of each
of its Subsidiaries and also identifies direct owner thereof. All outstanding
shares of capital stock of each Subsidiary of the Borrower have been duly and
validly issued, are fully paid and non-assessable and have been issued free of
preemptive rights. No Subsidiary of the Borrower has outstanding any securities
convertible into or exchangeable for its capital stock or outstanding any right
to subscribe for or to purchase, or any options or warrants for the purchase of,
or any agreement providing for the issuance (contingent or otherwise) of or any
calls, commitments or claims of any character relating to, its capital stock or
any stock appreciation or similar rights.

                  6.16 Compliance with Statutes, etc. Each of the Parent and its
Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property (including applicable statutes, regulations, orders and
restrictions relating to environmental standards and controls), except with
respect to each of the foregoing such noncompliance as could not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on
the performance, business, assets, nature of assets, liabilities, operations,
properties, condition (financial or otherwise) or prospects of the Parent and
its Subsidiaries taken as a whole.

                  6.17 Investment Company Act. None of the Parent nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

                  6.18 Public Utility Holding Company Act. None of the Parent
nor any of its Subsidiaries is a "holding company," or a "subsidiary company" of
a "holding company," or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company" within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

                  6.19 Environmental Matters. (a) The Parent and each of its
Subsidiaries have complied with, and on the date of such Credit Event are in
compliance with, in all respects, all applicable Environmental Laws and the
requirements of any permits issued under such Environmental Laws except such
noncompliances which, in the aggregate, could not reasonably be expected to have
a material adverse effect on the performance, business, assets, nature of
assets, liabilities, operations, properties, condition (financial or otherwise)
or prospects of the Parent and its Subsidiaries taken as a whole. There are no
past, pending or, to the best knowledge of the Parent and the Borrower,
threatened material Environmental Claims against the Parent or any of its
Subsidiaries or any Real Property currently owned or operated by the Parent or
any of its Subsidiaries. There are no facts, circumstances, conditions or
occurrences concerning the business or operations of the Parent or any of its
Subsidiaries or any Real Property or facility at any time owned, operated or
used by the Parent or any of its Subsidiaries or, to the knowledge of the Parent
and the Borrower, any property adjoining any such Real Property that could
reasonably be expected (i) to form the basis of an Environmental Claim against
the Parent or any of its Subsidiaries or any Real Property owned or operated by
the Parent

                                      -60-
<PAGE>

or any of its Subsidiaries or (ii) to cause such Real Property to be subject to
any restrictions on the ownership, occupancy, use or transferability of such
Real Property under any Environmental Law except such Environmental Claims and
restrictions which individually or in the aggregate could not reasonably be
expected to have a material adverse effect on the performance, business, assets,
nature of assets, liabilities, operations, properties, condition (financial or
otherwise) or prospects of the Parent and its Subsidiaries taken as a whole.

                  (b) Except for immaterial amounts in compliance with
applicable law, neither the Parent nor any of its Subsidiaries has, at any time,
generated, used, treated, stored, transported or released Hazardous Materials
on, to or from any Real Property at any time owned, leased or at any time
operated by the Parent or any of its Subsidiaries.

                  (c) To the best knowledge of the Parent and the Borrower,
there are no underground storage tanks located on any Real Property owned or
operated by the Parent or any of its Subsidiaries the existence of which could
reasonably be expected to have a material adverse effect on the performance,
business, assets, nature of assets, liabilities, operations, properties,
condition (financial or otherwise) or prospects of the Parent and its
Subsidiaries taken as a whole.

                  6.20 Labor Relations. Neither the Parent nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected to have a material adverse effect on the Parent and its Subsidiaries
taken as a whole. There is (i) no significant unfair labor practice complaint
pending against the Parent or any of its Subsidiaries or, to the best knowledge
of the Parent and the Borrower, threatened against the Parent or any of its
Subsidiaries, before the National Labor Relations Board, and no significant
grievance or significant arbitration proceeding arising out of or under any
collective bargaining agreement is so pending against the Parent or any of its
Subsidiaries or, to the best knowledge of the Parent and the Borrower,
threatened against the Parent or any of its Subsidiaries and (ii) no significant
strike, labor dispute, slowdown or stoppage pending against the Parent or any of
its Subsidiaries or, to the best knowledge of the Parent and the Borrower,
threatened against the Parent or any of its Subsidiaries.

                  6.21 Patents, Licenses, Franchises and Formulas. (a) The
Parent, together with its Subsidiaries, has a license to use or otherwise has
the right to use, free and clear of pending or threatened Liens, all the
material patents, patent applications, trademarks, service marks, trade names,
trade secrets, copyrights, proprietary information, computer programs, data
bases, licenses, franchises and formulas, or rights with respect to the
foregoing (together with all "Intellectual Property" as defined in any Mezzanine
Subordinated Note Document, collectively, "Intellectual Property"), and has
obtained all licenses and other rights of whatever nature, necessary for the
present conduct of its business, without any known conflict with the rights of
others which, or the failure to obtain which, as the case may be, could
reasonably be expected to have a material adverse effect on the performance,
business, assets, nature of assets, liabilities, operations, properties,
condition (financial or otherwise) or prospects of the Parent and its
Subsidiaries taken as a whole.

                                      -61-
<PAGE>

                  (b) Neither the Parent nor any of its Subsidiaries has
knowledge of any claim by any third party contesting the validity,
enforceability, use or ownership of the Intellectual Property, or of any
existing state of facts that would support a claim that use by the Parent or any
of its Subsidiaries of any such Intellectual Property has infringed or otherwise
violated any Intellectual Property right of any other Person and that to the
best knowledge of the Parent and its Subsidiaries no claim is threatened except
for such claims that could not, individually or in the aggregate, reasonably be
expected to have a material adverse affect on the performance, business, assets,
nature of assets, liabilities, operations, properties, condition (financial or
otherwise) or prospects of the Parent and its Subsidiaries taken as a whole.

                  6.22 Indebtedness. Schedule X sets forth a true and complete
list of all Indebtedness (other than the Loans and Indebtedness pursuant to the
Senior Subordinated Credit Documents) of the Parent and each of its Subsidiaries
as of the Third Restatement Effective Date after giving effect to the
Transaction and the other transactions contemplated hereby (the "Existing
Indebtedness"), in each case showing the aggregate amount thereof and the name
of the respective obligor and any other entity which directly or indirectly
guaranteed such debt. None of the Existing Indebtedness was incurred in
connection with, or in contemplation of, the Transaction or the other
transactions contemplated hereby.

                  6.23 Restrictions on or Relating to Subsidiaries. (a) There
does not exist any encumbrance or restriction on the ability of (x) any
Subsidiary of the Parent to pay dividends or make any other distributions on its
capital stock or any other interest or participation in its profits owned by the
Parent or any Subsidiary of the Parent, or to pay any Indebtedness owed to the
Parent or a Subsidiary of the Parent, (y) any Subsidiary of the Parent to make
loans or advances to the Parent or any of the Parent's Subsidiaries or (z) any
Subsidiary of the Parent to transfer any of its properties or assets to the
Parent or any Subsidiary of the Parent, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law, (ii) this
Agreement and the other Credit Documents, (iii) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of the
Parent or a Subsidiary of the Parent, (iv) the Senior Subordinated Credit
Documents, (v) restrictions applicable to any Joint Venture that is a Subsidiary
existing at the time of the acquisition thereof as a result of an Investment
pursuant to Section 8.06(ix); provided that the restrictions applicable to the
respective such Joint Venture are not made worse, or more burdensome, from the
perspective of the Parent and its Subsidiaries, than those as in effect
immediately before giving effect to the consummation of the respective
Investment or (vi) on and after the execution and delivery thereof, the
documentation governing the Permitted Subordinated Refinancing Indebtedness and
the Mezzanine Subordinated Note Documents.

                  (b) There does not exist any encumbrance or restriction on the
ability of any Non-Subsidiary Joint Venture to pay dividends or make any other
distributions on its capital stock or any other interest or participation in its
profits owned by the Parent or any Subsidiary of the Parent, or to pay any
Indebtedness owed to the Parent or a Subsidiary of the Parent, except for such
encumbrances or restrictions existing under or by reason of (i) applicable law,
(ii) this Agreement and the other Credit Documents, (iii) customary provisions
restricting subletting or assignment of any lease governing a leasehold interest
of any Non-Subsidiary

                                      -62-

<PAGE>

Joint Venture, (iv) the Senior Subordinated Credit Documents, (v) restrictions
applicable to any Non-Subsidiary Joint Venture existing at the time of the
acquisition thereof as a result of an Investment pursuant to Section 8.06(ix);
provided that the restrictions applicable to the respective such Non-Subsidiary
Joint Venture are not made worse, or more burdensome, from the perspective of
the Parent and its Subsidiaries, than those as in effect immediately before
giving effect to the consummation of the respective Investment or (vi) on and
after the execution and delivery thereof, the documentation governing the
Permitted Subordinated Refinancing Indebtedness and the Mezzanine Subordinated
Note Documents.

                  6.24 Foreign Pension Plans. Neither the Parent nor any of its
Subsidiaries has maintained, currently maintains or will maintain a Foreign
Pension Plan without the consent of the Administrative Agent and the Required
Banks.

                  6.25 The Transaction. All aspects of the Transaction have been
effected in all material respects in accordance with the terms of the Documents
and applicable law. At the time of consummation thereof, all consents and
approvals of, and filings and registrations with, and all other actions in
respect of, all governmental agencies, authorities or instrumentalities required
in order to consummate the Transaction in accordance with the terms of the
Documents and all applicable laws shall have been obtained, given, filed or
taken and are in full force and effect (or effective judicial relief with
respect thereto has been obtained). All applicable waiting periods with respect
thereto have or, prior to the time when required, will have, expired without, in
all such cases, any action being taken by any competent authority which
restrains, prevents or imposes material adverse conditions upon the consummation
of the Transaction. Additionally, at the time of consummation thereof, there
does not exist any judgment, order or injunction prohibiting or imposing
material adverse conditions upon the consummation of the Transaction or the
occurrence of any Credit Event.

                  6.26 Concentration Account. Schedule V sets forth a true and
complete description of the Concentration Account maintained with the
Concentration Account Bank by the Parent and each of its Subsidiaries. No Credit
Party now maintains, or will in the future maintain, any concentration account
with any financial institution other than the Concentration Account with the
Concentration Account Bank; provided, however, that each such Credit Party shall
be permitted to establish new Concentration Accounts pursuant to the terms of
the Security Agreement.

                  6.27 Material Contracts. All Material Contracts of the Parent
and each of its Subsidiaries as of the Third Restatement Effective Date are
listed on Schedule XI.

                  6.28 Business Centers; Owners. Set forth on Schedule XIII is a
list of each of the business centers of the Parent and each Subsidiary of the
Parent as of the Third Restatement Effective Date, and identifies the owners of
each such business center, those that are owned by limited liability companies,
and those that Parent or any of its Subsidiaries manages pursuant to a
management contract.

                  6.29 Senior Subordinated Notes; etc. (a) The subordination
provisions contained in the Senior Subordinated Credit Documents are enforceable
against the respective Credit Parties party thereto and the holders of the
Indebtedness thereunder, and all Obligations,

                                       -63-
<PAGE>

Guaranteed Obligations and Guaranteed Obligations under, and as defined in, the
Subsidiaries Guaranty are within the definitions of "Designated Senior Debt" and
"Senior Debt", as applicable, included in such subordination provisions. From
and after the Third Restatement Effective Date, this Agreement (as same may be
amended, modified or supplemented from time to time) constitutes the "Senior
Secured Credit Agreement" under, and as defined in, the Senior Subordinated
Credit Agreement.

                  (b) On and after the execution and delivery thereof, the
subordination provisions contained in any agreement or instrument relating to
Permitted Subordinated Refinancing Indebtedness and the Mezzanine Subordinated
Note Documents will be enforceable against the debtor thereunder and the holders
of such Indebtedness, and all Obligations, Guaranteed Obligations and Guaranteed
Obligations under, and as defined in, the Subsidiaries Guaranty will be within
the definitions of "Senior Indebtedness" included in the subordination
provisions contained in the Mezzanine Subordinated Note Documents.

                  6.30 Special Purpose Corporation. (a) Parent and Merger Sub 2
were formed to effect the Transaction. Prior to the consummation of the
Transaction, neither Parent nor Merger Sub 2 had any significant assets or
liabilities.

                  (b) After giving effect to the Transaction, the Parent has no
significant assets (other than (x) the capital stock of the Borrower, (y) the
Development Assets and (z) the immaterial assets used for the performance of
those activities permitted to be performed by the Parent pursuant to Section
8.16(b)) or liabilities (other than under this Agreement and the other Documents
to which it is a party and those liabilities permitted to be incurred by the
Parent pursuant to Section 8.16(b)).

                  6.31 Foreign Assets Control Regulations. None of the Parent or
any of its Subsidiaries nor, to the best knowledge of the Parent and the
Borrower after due inquiry, any Affiliate of the Parent or any of its
Subsidiaries, is, or will be after consummation of the Transaction and
application of the proceeds of the Loans, by reason of being a national of a
designated foreign country or a specially designated national within the meaning
of the Regulations of the Office of Foreign Assets Control, United States
Treasury Department (31 C.F.R., Subtitle B, Chapter V), or for any other reason,
in violation of, any United States Federal Statute or Presidential Executive
Order concerning trade or other relations with any foreign country or any
citizen or national thereof or the ownership or operation of any Property.

                  6.32 Common Carrier. Neither the Parent nor any of its
Subsidiaries is subject to regulation as a common carrier or contract carrier or
any similar classification by the Interstate Commerce Commission or under the
laws of any state, or is subject to regulation under any other federal, state or
local statute which limits its ability to incur Indebtedness.

                  6.33 Customers. Set forth in Schedule XXI is a list, as of the
Third Restatement Effective Date after giving effect to the Transaction, of the
Parent and its Subsidiaries' ten largest operating customers and clients as
measured by gross revenues of the Parent and its Subsidiaries generated by such
customers and clients, for the three years ended as of December 31, 1997, 1998
and 1999. Except as disclosed on Schedule XXI, as of the Third Restatement

                                      -64-
<PAGE>


Effective Date, no significant customer or client (or group of related customers
or clients which in the aggregate is significant) of the Parent or any of its
Subsidiaries has given any of them notice or, to the knowledge of the Parent or
any of its Subsidiaries, has taken any other action which has given the Parent
or any of its Subsidiaries any reason to believe that such customer or client
(or group of customers or clients) will materially reduce the amount of its
purchases or adversely change the price or terms to the Parent or any of its
Subsidiaries of such purchases. For such purposes, a customer or client (or
group of customers or clients) shall be deemed significant if such customer or
client (or group of related customers or clients) has accounted for more than 5%
of the total gross revenues of the Parent and its Subsidiaries (taken as a
whole) during the past fiscal year.

                  Section 7. Affirmative Covenants. Each of the Parent and the
Borrower covenants and agrees that on and after the Third Restatement Effective
Date and until the Total Commitment and all Letters of Credit have terminated
and the Loans and Notes and Unpaid Drawings, together with interest, Fees and
all other Obligations incurred hereunder and thereunder, are paid in full:

                  7.01 Information Covenants. The Parent will furnish to each
Bank:


                  (a) Monthly Reports. Within 30 days after the end of each
         fiscal month other than the last such month of any fiscal quarter of
         the Parent, the consolidated balance sheet of the Parent and its
         Subsidiaries as at the end of such month and the related consolidated
         statements of operations and cash flows for such month (including,
         without limitation, on a stand-alone basis the operations and cashflows
         of the Development Assets) and for the elapsed portion of the fiscal
         year ended with the last day of such month, in each case setting forth
         comparative figures for the corresponding month and elapsed portion of
         such fiscal year for the prior fiscal year and comparable budgeted
         figures for such period as well as a management discussion and analysis
         of such results, all of which shall be certified by the chief financial
         officer or controller of the Parent, subject to normal year-end audit
         adjustments.

                  (b) Quarterly Financial Statements. Within 45 days after the
         close of each of the quarterly accounting periods in each fiscal year
         of the Parent, (i) the consolidated and consolidating balance sheets of
         the Parent and its Subsidiaries as at the end of such quarterly period
         and the related consolidated and consolidating statements of
         operations, stockholders' equity and cash flows (including, without
         limitation, on a stand-alone basis the operations and cashflows of the
         Development Assets) for such quarterly period and for the elapsed
         portion of the fiscal year ended with the last day of such quarterly
         period, in each case setting forth comparative figures for the related
         periods in the prior fiscal year and comparable budgeted figures for
         such period, (ii) management's discussion and analysis of such results,
         (iii) the "Consolidated Business Center Operating Analysis" showing the
         financial condition of each business suite center as at the end of such
         quarterly accounting period and the results of operation for such
         period, in each case prepared on a basis consistent with the past
         practices of Vantas under the Second Amended and Restated Credit
         Agreement prior to the Third Restatement Effective Date and (iv) the
         consolidating balance sheet and related statements of income and cash
         flows

                                      -65-
<PAGE>

         showing the financial condition of the Development Assets as of the
         close of such quarterly accounting period and the results of operations
         of the Development Assets during such quarterly accounting period and
         the then elapsed portion of the fiscal year, all of which shall be
         certified by the chief financial officer or controller of the Parent,
         subject to normal year-end audit adjustments.

                  (c) Annual Financial Statements. Within 90 days after the
         close of each fiscal year of the Parent, the consolidated and
         consolidating balance sheets of the Parent and its Subsidiaries as at
         the end of such fiscal year and the related consolidated and
         consolidating statements of operations, stockholders' equity and cash
         flows for such fiscal year and setting forth comparative figures for
         the preceding fiscal year and comparable budgeted figures for such
         period and certified, (x) in the case of the consolidating statements,
         by the chief financial officer or controller of the Parent and (y) in
         the case of the consolidated financial statements of the Parent and its
         Subsidiaries, by Ernst & Young LLP or any other independent certified
         public accountants of recognized national standing reasonably
         acceptable to the Required Banks, together with a signed opinion of
         such accounting firm (which opinion shall not be qualified as to the
         scope of the audit or the status of the Parent or any Subsidiary as a
         going concern in any respect) stating that in the course of its regular
         audit of the financial statements of the Parent which audit was
         conducted in accordance with generally accepted auditing standards,
         such accounting firm obtained no knowledge of any Default or Event of
         Default which has occurred and is continuing or, if in the opinion of
         such accounting firm such a Default or Event of Default has occurred
         and is continuing, a statement as to the nature thereof.

                  (d) Management Letters. Promptly after the receipt thereof by
         the Parent or any of its Subsidiaries, a copy of any "management
         letter" received by the Parent or any of its Subsidiaries from its
         certified public accountants.

                  (e) Budgets. As soon as available but in no event later than
         30 days after the first day of each fiscal year of the Parent, a budget
         for the Parent and its Subsidiaries in form customarily prepared by the
         Borrower and/or the Parent (including budgeted statements of earnings
         as well as sources and uses of cash and balance sheets and budgeted
         openings of new business centers which may be made available on a
         quarterly basis only) prepared by the Parent for each calendar month of
         such fiscal year prepared in reasonable detail with appropriate
         presentation and discussion of the principal assumptions upon which
         such budgets are based, accompanied by the statement of the chief
         financial officer or controller of the Parent to the effect that, to
         the best of his knowledge, the budget is a reasonable estimate for the
         period covered thereby.

                  (f) Officer's Certificates. At the time of the delivery of the
         financial statements provided for in Section 7.01(a), (b) and (c), a
         certificate of the chief financial officer or controller of the Parent
         to the effect that no Default or Event of Default has occurred and is
         continuing or, if any Default or Event of Default has occurred and is
         continuing, specifying the nature and extent thereof, which
         certificate, (x) in the case of certificates delivered pursuant to
         Section 7.01(b) or (c), shall set forth (i) the calculations

                                      -66-
<PAGE>

         required to establish whether the Parent was in compliance with the
         provisions of Sections 2.03, 3.02, 7.15, 8.02, 8.04, 8.05 and 8.08
         through 8.13, inclusive, at the end of such fiscal quarter or year, as
         the case may be, and (ii) the calculation of the Total Leverage Ratio
         as at the last day of the respective fiscal quarter or fiscal year of
         the Parent, as the case may be, (y) in the case of certificates
         delivered pursuant to Section 7.01(c), the amount of Excess Cash Flow
         for the relevant Excess Cash Flow Payment Period, and (z) in the case
         of certificates delivered pursuant to Section 7.01(b) or (c), shall
         certify which, if any, Development Assets had been transferred to the
         Borrower during the period covered by such financial statements and the
         Business Center Level EBITDA generated by, and costs attributable to,
         such transferred Development Assets during such period.

                  (g) Notice of Default or Litigation. (A) Promptly, and in any
         event within three Business Days after an officer of the Parent or any
         of its Subsidiaries obtains knowledge thereof, notice of (i) the
         occurrence of any event which constitutes a Default or Event of
         Default, (ii) any litigation or governmental investigation or
         proceeding pending (x) against the Parent or its Subsidiaries which
         could reasonably be expected to materially and adversely affect the
         performance, business, assets, nature of assets, liabilities,
         operations, properties, condition (financial or otherwise) or prospects
         of the Parent and its Subsidiaries taken as a whole or (y) with respect
         to any Document, (iii) (I) any material default of the Parent, the
         Borrower or any of their Subsidiaries under any material lease under
         which the Parent, the Borrower or any of their Subsidiaries is a lessee
         and (II) any termination, renewal, expiration or entering into of any
         material lease under which the Parent, the Borrower or any of their
         Subsidiaries is or will be a lessee and (iv) any other event which
         could reasonably be expected to materially and adversely affect the
         performance, business, assets, nature of assets, liabilities,
         operations, properties, condition (financial or otherwise) or prospects
         of the Parent and its Subsidiaries taken as a whole.

                  (B) Promptly, and in any event within five Business Days after
         an officer of the Parent or any of its Subsidiaries obtains knowledge
         thereof, notice of (i) any material default of the Parent or any of its
         Subsidiaries under any material lease under which the Parent or any of
         its Subsidiaries is a lessee and (ii) any termination, renewal,
         expiration or entering into of any material lease under which the
         Parent or any of its Subsidiaries is or will be a lessee.

                  (h) Other Reports and Filings. Promptly upon transmission
         thereof, copies of any financial information, proxy materials and other
         information and reports, if any, which any Credit Party or any of its
         Subsidiaries (x) has filed with the Securities and Exchange Commission
         or any successor thereto (the "SEC") or (y) has delivered to holders
         of, or any agent or trustee with respect to, Indebtedness of any Credit
         Party or any of its Subsidiaries in its capacity as such a holder,
         agent, or trustee.

                  (i) Environmental Matters. Promptly upon, and in any event
         within three Business Days after an officer of the Parent or of any of
         its Subsidiaries obtains knowledge thereof, notice of any of the
         following environmental matters (i) any pending

                                      -67-
<PAGE>

         or threatened material Environmental Claim against the Parent or any of
         its Subsidiaries or any Real Property owned or operated at any time by
         the Parent or any of its Subsidiaries; (ii) any condition or occurrence
         on or arising from any Real Property owned or operated at any time by
         the Parent or any of its Subsidiaries that (a) could reasonably be
         anticipated to result in a material noncompliance by the Parent or any
         of its Subsidiaries with any material applicable Environmental Law, or
         (b) could reasonably be anticipated to form the basis of a material
         Environmental Claim against the Parent or any of its Subsidiaries or
         any Real Property owned or operated by the Parent or any of its
         Subsidiaries; (iii) any condition or occurrence on any material Real
         Property owned or operated by the Parent or any of its Subsidiaries
         that could reasonably be anticipated to cause such Real Property to be
         subject to any material restrictions on the ownership, occupancy, use
         or transferability of such Real Property under any Environmental Law;
         and (iv) the taking of any removal or remedial action in response to a
         material Release or material threatened Release or the actual or
         alleged presence of any Hazardous Material on or from any Real Property
         owned or operated at any time by the Parent or any of its Subsidiaries
         in each case as required by any Environmental Law or any governmental
         or other administrative agency. All such notices shall describe in
         reasonable detail the nature of the claim, investigation, condition,
         occurrence or removal or remedial action and the Parent or such
         Subsidiary's response thereto. In addition, the Parent will provide the
         Banks with copies of all material communications with any government or
         governmental agency relating to material Environmental Claims, all
         material communications with any person relating to material
         Environmental Claims, and such detailed reports of any Environmental
         Claim as may reasonably be requested by the Required Banks.

                  (j) Annual Meetings with Banks. Within 120 days after the
         close of each fiscal year of the Parent, the Parent shall, at the
         request of the Administrative Agent or the Required Banks, hold a
         meeting (at a mutually agreeable location and time) with all Banks who
         choose to attend such meeting at which meeting shall be reviewed the
         financial results of the previous fiscal year and the financial
         condition of the Parent and its Subsidiaries and the budgets presented
         for the current fiscal year of the Parent and its Subsidiaries.

                  (k) Reconciliation of Accrued Rent Liabilities. In connection
         with any financial information furnished by the Parent which contains a
         calculation of Consolidated EBITDA, the Parent shall also furnish a
         statement reconciling any increase or decrease in accrued rent
         liabilities.

                  (l) Other Information. From time to time, such other
         information or documents (financial or otherwise) with respect to any
         Credit Party or any of its Subsidiaries, as the Administrative Agent or
         the Required Banks may reasonably request.

                  7.02 Books, Records and Inspections. The Parent will, and will
cause each of its Subsidiaries to, (x) keep proper books of record and account
in which full, true and correct entries, in conformity with United States
generally accepted accounting principles and all requirements of law, shall be
made of all dealings and transactions in relation to its business and activities
and (y) reflect in their financial statements adequate accruals and
appropriations to

                                      -68-
<PAGE>

reserves in conformity with the United States generally accepted accounting
principals as from time to time in effect and consistently applied. The Parent
will, and will cause each of its Subsidiaries to, permit officers and designated
representatives of the Administrative Agent or any Bank to visit and inspect,
under guidance of officers of the Parent or of such Subsidiary, any of the
properties of the Parent or such Subsidiary, and to examine the books of account
of the Parent or such Subsidiary and discuss the affairs, finances and accounts
of the Parent or of such Subsidiary with, and be advised as to the same by, its
and their officers, all at such reasonable times and intervals and to such
reasonable extent as the Administrative Agent or such Bank may request.

                  7.03 Maintenance of Property, Insurance. (a) Schedule II sets
forth a true and complete listing of all insurance maintained by the Parent and
each of its Subsidiaries as of the Third Restatement Effective Date. The Parent
will, and will cause each of its Subsidiaries to, (i) keep all material property
useful and necessary in its business in good working order and condition
(ordinary wear and tear excepted), (ii) maintain with financially sound and
reputable insurance companies key-man life insurance, liability insurance and
insurance on all its property in at least such amounts and against at least such
risks as are described on Schedule II and in any event in accordance with
standard industry practices and (iii) furnish to each Bank, upon written
request, full information as to the insurance carried. The provisions of this
Section 7.03 shall be deemed to be supplemental to, but not duplicative of, the
provisions of any of the Security Documents that require the maintenance of
insurance.

                  (b) The Parent will at all times keep, and will cause each of
its Subsidiaries to keep, its property insured in favor of the Collateral Agent,
and all policies (including mortgage policies) or certificates (or certified
copies thereof) with respect to such insurance (and any other insurance
maintained by the Parent or its Subsidiaries (other than employee benefit
insurance)) (i) shall be endorsed to the Collateral Agent's satisfaction for the
benefit of the Collateral Agent (including, without limitation, by naming the
Collateral Agent as loss payee and naming the Collateral Agent, each Agent and
each Bank as an additional insured) with respect to any Collateral, (ii) shall
state that such insurance policies shall not be canceled or revised in a manner
adverse to the Banks without 30 days' prior written notice thereof by the
respective insurer to the Collateral Agent, (iii) shall provide that the
respective insurers irrevocably waive any and all rights of subrogation with
respect to the Collateral Agent, (iv) shall contain the standard noncontributory
mortgagee clause endorsement in favor of the Collateral Agent with respect to
hazard insurance coverage, (v) shall provide that any losses shall be payable
notwithstanding (A) any act or neglect of the Parent or any of its Subsidiaries,
(B) the occupation or use of the properties for purposes more hazardous than
those permitted by the terms of the respective policy if such coverage is
obtainable at commercially reasonable rates and is of the kind from time to time
customarily insured against by Persons owning or using similar property and in
such amounts as are customary, (C) any foreclosure or other proceeding relating
to the insured properties or (D) any change in the title to or ownership or
possession of the insured properties and (vi) shall be deposited with the
Collateral Agent. If the Parent or any of its Subsidiaries shall fail to insure
its property in accordance with this Section 7.03, or if the Parent or any of
its Subsidiaries shall fail to endorse and deposit all policies or certificates
with respect thereto, the Collateral Agent shall have the right (but shall be
under no obligation) to

                                      -69-
<PAGE>

procure such insurance, and each of the Parent and the Borrower jointly and
severally agrees to reimburse the Collateral Agent for all costs and expenses of
procuring such insurance.

                  7.04 Corporate Franchises. The Parent will do, and will cause
each of its Subsidiaries to do or cause to be done, all things necessary to
preserve and keep in full force and effect its existence and its rights,
franchises, licenses and patents; provided, however, that nothing in this
Section 7.04 shall prevent (x) the withdrawal by the Parent or any Subsidiary of
the Parent of its qualification as a foreign corporation in any jurisdiction
where such withdrawal could not reasonably be expected to have a material
adverse effect on the performance, business, assets, nature of assets,
liabilities, properties, operations, condition (financial or otherwise) or
prospects of the Parent and its Subsidiaries taken as a whole, or (y) the
dissolution of any Subsidiary of the Parent if no Permitted Business is run in
connection with such Subsidiary and such dissolution could not reasonably be
expected to have a material adverse effect on the performance, business, assets,
nature of assets, liabilities, properties, operations, condition (financial or
otherwise) or prospects of the Parent and its Subsidiaries taken as a whole.

                  7.05 Compliance with Statutes, etc. The Parent will, and will
cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except such noncompliances as could
not, individually or in the aggregate, reasonably be expected to have a material
adverse effect on the performance, business, assets, nature of assets,
liabilities, operations, properties, condition (financial or otherwise) or
prospects of the Parent and its Subsidiaries taken as a whole.

                  7.06 Compliance with Environmental Laws. (a) The Parent will
comply, and will cause each of its Subsidiaries to comply, in all material
respects with all Environmental Laws applicable to ownership or use of the Real
Property, will promptly pay or cause each of its Subsidiaries to pay all costs
and expenses incurred in such compliance, and will keep or cause to be kept all
such Real Properties free and clear of any Liens imposed pursuant to such
Environmental Laws. None of the Parent nor any Subsidiary of the Parent will
generate, use, treat, store, release or dispose of, or permit the generation,
use, treatment, storage, Release or disposal of Hazardous Materials on any Real
Property, or transport or permit the transportation of Hazardous Materials to or
from any Real Property, other than in compliance in all material respects with
applicable law.

                  (b) At the request of the Administrative Agent or the Required
Banks at any time and from time to time during the existence of this Agreement:
(i) if an Event of Default exists under this Agreement, (ii) upon the reasonable
belief by the Administrative Agent that the Parent or any of its Subsidiaries
has breached any representation or covenant herein with respect to any
environmental matters and such breach is continuing, or (iii) in the event
notice is provided under Section 7.01(i) herein, the Parent and the Borrower
will provide, at their sole cost and expense (or will cause the relevant
Subsidiary to provide at its sole cost and expense), an environmental site
assessment report reasonable in scope concerning any Real Property of the Parent
or its Subsidiaries, prepared by an environmental consulting firm approved by
the Administrative Agent and the Required Banks, indicating the presence or
Release of Hazardous Materials on or from any of the Real Property and the
potential cost of any removal or remedial

                                      -70-
<PAGE>

action in connection with any Hazardous Materials on such Real Property. If the
Parent or the Borrower fails to provide the same after thirty (30) days notice,
the Administrative Agent may order the same, and the Parent and the Borrower
shall grant and hereby grant to the Administrative Agent and the Banks and their
agents access to such Real Property and specifically grants the Administrative
Agent and the Banks an irrevocable non-exclusive license, subject to the rights
of tenants, to undertake such an assessment, all at the Parent's and the
Borrower's joint and several expense, which assessments, if obtained, will be
provided to the Parent and the Borrower.

                  7.07 ERISA. As soon as possible and, in any event, within ten
(10) days after the Parent, any Subsidiary of the Parent or any ERISA Affiliate
knows or has reason to know of the occurrence of any of the following, the
Parent will deliver to each of the Banks a certificate of the chief financial
officer of the Parent setting forth the full details as to such occurrence and
the action, if any, that the Parent, such Subsidiary or such ERISA Affiliate is
required or proposes to take, together with any notices required or proposed to
be given to or filed with or by the Parent, such Subsidiary, the Plan
administrator or such ERISA Affiliate to or with the PBGC or any other
government agency, or a Plan or Multiemployer Plan participant and any notices
received by the Parent, such Subsidiary or ERISA Affiliate from the PBGC or any
other government agency, or a Plan or Multiemployer Plan participant with
respect thereto: that a Reportable Event has occurred (except to the extent that
the Parent has previously delivered to the Banks a certificate and notices (if
any) concerning such event pursuant to the next clause hereof); that a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA is subject to the advance reporting requirement of
PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof),
and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC
Regulation Section 4043 is reasonably expected to occur with respect to such
Plan within the following 30 days; that an accumulated funding deficiency,
within the meaning of Section 412 of the Code or Section 302 of ERISA, has been
incurred or an application may be or has been made for a waiver or modification
of the minimum funding standard (including any required installment payments) or
an extension of any amortization period under Section 412 of the Code or Section
303 or 304 of ERISA with respect to a Plan or Multiemployer Plan; that any
contribution required to be made with respect to a Plan, Multiemployer Plan, or
Foreign Pension Plan has not been timely made; that a Plan or Multiemployer Plan
has been or may be terminated, reorganized, partitioned or declared insolvent
under Title IV of ERISA; that a Plan or Multiemployer Plan has an Unfunded
Current Liability; that proceedings may be or have been instituted to terminate
or appoint a trustee to administer a Plan which is subject to Title IV of ERISA;
that a proceeding has been instituted pursuant to Section 515 of ERISA to
collect a delinquent contribution to a Multiemployer Plan; that the Parent, any
Subsidiary of the Parent or any ERISA Affiliate will or may incur any liability
(including any indirect, contingent, or secondary liability) to or on account of
the termination of or withdrawal from a Plan or Multiemployer Plan under Section
4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan
under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or
502(i) or 502(l) of ERISA or with respect to a group health plan (as defined in
Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B
of the Code; or that the Parent or any Subsidiary of the Parent may incur any
material liability pursuant to any employee welfare benefit plan (as defined in

                                      -71-

<PAGE>

Section 3(1) of ERISA) that provides benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA) or any Plan or
Foreign Pension Plan. The Parent will deliver to each of the Banks copies of any
records, documents or other information that must be furnished to the PBGC with
respect to any Plan pursuant to Section 4010 of ERISA. The Parent will also
deliver to each of the Banks a complete copy of the annual report (on Internal
Revenue Service Form 5500-series) of each Plan (including, to the extent
required, the related financial and actuarial statements and opinions and other
supporting statements, certificates, schedules and information) required to be
filed with the Internal Revenue Service. In addition to any certificates or
notices delivered to the Banks pursuant to the first sentence hereof, copies of
annual reports and any records, documents or other information required to be
furnished to the PBGC or any other government agency, and any material notices
received by the Parent, any Subsidiary of the Parent or any ERISA Affiliate with
respect to any Plan or Foreign Pension Plan or received from any governmental
agency or plan administrator or sponsor or trustee with respect to any
Multiemployer Plan, shall be delivered to the Banks no later than ten (10) days
after the date such annual report has been filed with the Internal Revenue
Service or such records, documents and/or information has been furnished to the
PBGC or any other government agency or such notice has been received by the
Parent, such Subsidiary or such ERISA Affiliate, as applicable. The Parent and
each of its applicable Subsidiaries shall ensure that all Foreign Pension Plans
administered by it or into which it makes payments obtains or retains (as
applicable) registered status under and as required by applicable law and is
administered in a timely manner in all respects in compliance with all
applicable laws except where the failure to do any of the foregoing would not be
reasonably likely to result in a material adverse effect upon the business,
operations, condition (financial or otherwise) or prospects of the Parent or any
Subsidiary of the Parent.

                  7.08 End of Fiscal Years; Fiscal Quarters. The Parent will
cause its, and each of its Subsidiaries', fiscal years to end on December 31 of
each year and each of its, and each of its Subsidiaries', first three fiscal
quarters end on March 31, June 30 and September 30.

                  7.09 Performance of Obligations. The Parent will, and will
cause each of its Subsidiaries to, perform all of its obligations under the
terms of each mortgage, indenture, security agreement and other debt instrument
by which it is bound, except such non-performances as could not, individually or
in the aggregate, reasonably be expected to have a material adverse effect on
the performance, business, assets, nature of assets, liabilities, operations,
properties, condition (financial or otherwise) or prospects of the Parent and
its Subsidiaries taken as a whole.

                  7.10 Payment of Taxes. The Parent will pay and discharge, and
will cause each of its Subsidiaries to pay and discharge, all taxes, assessments
and governmental charges or levies imposed upon it or upon its income or
profits, or upon any properties belonging to it, prior to the date on which
penalties would otherwise attach thereto, and all lawful claims which, if
unpaid, might become a lien or charge upon any properties of the Parent or any
of its Subsidiaries not otherwise permitted under Section 8.01; provided that
neither the Parent nor any of its Subsidiaries shall be required to pay any such
tax, assessment, charge, levy or claim which is being contested in good faith
and by proper proceedings if it has maintained adequate reserves with respect
thereto in accordance with generally accepted accounting principles.

                                      -72-
<PAGE>

                  7.11 Interest Rate Protection. No later than 60 days following
the Third Restatement Effective Date, the Borrower shall enter into interest
rate protection arrangements establishing a maximum interest rate for a portion
of the Borrower's outstanding Term Loans and Acquisition Loans and for a
specified period, all on a basis satisfactory to the Agents.

                  7.12 Use of Proceeds. All proceeds of the Loans shall be used
as provided in Section 6.08.

                  7.13 Intellectual Property Rights. The Parent will, and will
cause each of its Subsidiaries to, make all filings in connection with the
transfer of the material Intellectual Property rights in any acquisition. The
Parent will, and will cause each of its Subsidiaries to, maintain in full force
and effect all Intellectual Property rights necessary or appropriate to the
business of the Parent or any Subsidiary of the Parent and take no action
(including, without limitation, the licensing of Intellectual Property), or fail
to take an action, as the case may be, in connection with such Intellectual
Property rights which could reasonably be expected to result in a material
adverse effect on the performance, business, assets, nature of assets,
liabilities, properties, operations, condition (financial or otherwise) or
prospects of the Parent and its Subsidiaries taken as a whole. The Parent will,
and will cause each of its Subsidiaries to, diligently prosecute all pending
applications filed in connection with seeking or seeking to perfect the
Intellectual Property rights and take all other reasonable actions necessary for
the protection and maintenance of the Intellectual Property rights necessary or
appropriate to the business of the Parent or any Subsidiary of the Parent at all
times from and after the Third Restatement Effective Date other than any such
actions the failure of which, in the aggregate, could not reasonably be expected
to have a material adverse effect on the performance, business, assets, nature
of assets, liabilities, operations, properties, condition (financial or
otherwise) or prospects of the Parent and its Subsidiaries taken as a whole.

                  7.14 PIK Preferred Stock; etc. (a) Parent shall pay all
dividends owing on any outstanding PIK Preferred Stock through the issuance of
additional PIK Preferred Stock (or, alternatively, through an increase in the
aggregate liquidation preference of the outstanding PIK Preferred Stock), rather
than in cash, to the maximum extent permitted by the PIK Preferred Stock
Documents.

                  (b) The Borrower shall pay interest owing on any outstanding
Senior Subordinated Bridge Loans through an increase in the aggregate principal
amount of outstanding Senior Subordinated Bridge Loans, rather than in cash, to
the maximum extent permitted by the Senior Subordinated Credit Documents.

                  (c) The Borrower shall pay interest owing on any outstanding
Permitted Subordinated Refinancing Indebtedness through an increase in the
aggregate principal amount of outstanding Permitted Subordinated Refinancing
Indebtedness, rather than in cash, to the maximum extent permitted by the
documentation governing the Permitted Subordinated Refinancing Indebtedness.

                  7.15 Permitted Acquisitions. (a) Subject to the remaining
provisions of this Section 7.15 applicable thereto and the requirements
contained in the definition of Permitted

                                       -73-
<PAGE>

Acquisition, the Borrower and its Wholly-Owned Subsidiaries may from time to
time after the Third Restatement Effective Date effect Permitted Acquisitions,
so long as with respect to each Permitted Acquisition:

                  (i) the Borrower demonstrates that no Default or Event of
         Default is in existence at the time of the consummation of such
         Permitted Acquisition or would exist after giving effect thereto and
         all representations and warranties contained herein and in the other
         Credit Documents shall be true and correct in all material respects
         with the same effect as though such representations and warranties were
         made on and as of the date of such Permitted Acquisition (both before
         and after giving effect thereto);

                  (ii) the Borrower shall have given the Administrative Agent
         and the Banks at least 15 days prior written notice of any such
         Permitted Acquisition (each such notice, a "Permitted Acquisition
         Notice"), which notice shall (r) contain the estimated date such
         Permitted Acquisition is scheduled to be consummated, (s) attach a true
         and correct copy of the draft purchase agreement, letter of intent,
         description of material terms or similar agreement executed by the
         Borrower and the seller in connection with such Permitted Acquisition,
         (t) contain the estimated aggregate purchase price of such Permitted
         Acquisition (including, without limitation, the amount of Capitalized
         Lease Obligations assumed in connection with the Permitted Acquisition)
         and the amount of related costs and expenses and the intended method of
         financing thereof, (u) contain a description of the Permitted Seller
         Notes to be issued by the Borrower in connection with such Permitted
         Acquisition, (v) contain a description of any Permitted Earn-Out Debt
         to be incurred by the Borrower in connection with such Permitted
         Acquisition and the maximum potential liability of the Borrower with
         respect thereto, (w) contain a description of the Parent Common Stock
         or Seller Preferred Stock to be issued by the Parent in connection with
         such Permitted Acquisition, (y) specify the aggregate principal amount
         of the Revolving Loans to be incurred by the Borrower in connection
         with such Permitted Acquisition and (z) specify the amount of cash on
         hand to be used to finance such Permitted Acquisition; provided,
         however, that if the estimated aggregate purchase price (including,
         without limitation, the amount of Capitalized Lease Obligations assumed
         in connection with the Permitted Acquisition) of such Permitted
         Acquisition is less than $1,000,000, such notice need not contain the
         information described in clause (s) above unless the Administrative
         Agent requests such information; provided further, however, in the
         event that after delivery of the documentation described in clause (s)
         above any material economic terms of the Permitted Acquisition shall be
         amended in any material way, then promptly after such amendment the
         Borrower shall provide the Administrative Agent and the Banks written
         notice of such changes;

                  (iii) the Borrower shall have given the Banks such other
         information related to the Person or business, division or product line
         being acquired and the Permitted Acquisition as the Administrative
         Agent shall reasonably request;

                  (iv) (I) as soon as available but not later than the date of
         the consummation of such Permitted Acquisition, a copy of the executed
         purchase agreement and all related agreements, schedules and exhibits
         with respect to such Permitted Acquisition and (II) at

                                       -74-
<PAGE>

         the time of delivery of the purchase agreement, a certification from
         the Borrower as to the purchase price for the proposed Permitted
         Acquisition (including, without limitation, the amount of Capitalized
         Lease Obligations assumed in connection with the Permitted Acquisition)
         and the estimated amount of all related costs, fees and expenses and
         that, except as described, there are no other amounts which will be
         payable in connection with the respective Permitted Acquisition;

                  (v) with respect to Permitted Acquisitions effected during any
         twelve-month period (including Permitted Acquisitions effected under
         and as defined in the Second Amended and Restated Credit Agreement, the
         sum (without duplication) of (I) the aggregate amount of cash paid as
         consideration by the Borrower or any of its Subsidiaries in connection
         with such Permitted Acquisitions (including proceeds from the
         incurrence of Revolving Loans used for such purpose), (II) the
         aggregate amount (determined by using the face amount of the debt or
         the amount payable at maturity, whichever is greater) of Permitted
         Seller Notes issued by the Borrower in connection with such Permitted
         Acquisitions, (III) the maximum potential liability of the Borrower
         with respect to the Permitted Earn-Out Debt issued in connection with
         such Permitted Acquisitions, and (IV) the amount of Capitalized Lease
         Obligations assumed in connection with such Permitted Acquisitions
         shall not exceed $30,000,000 during such rolling twelve-month period
         with the first such period commencing on the Original Effective Date;

                  (vi) with respect to each Permitted Acquisition the sum
         (without duplication) of (I) the aggregate amount of cash paid by the
         Borrower and any of its Subsidiaries as consideration in connection
         with such Permitted Acquisition, (II) the aggregate amount (determined
         by using the face amount of the debt or the amount payable at maturity,
         whichever is greater) of Permitted Seller Notes issued by the Borrower
         in connection with such Permitted Acquisition, (III) the maximum
         potential liability of the Borrower with respect to all Permitted
         Earn-Out Debt issued in connection with such Permitted Acquisition, and
         (IV) the amount of Capitalized Lease Obligations assumed in connection
         with the Permitted Acquisition, shall not exceed $7,500,000;

                  (vii) except in connection with Permitted Acquisitions
         consisting of Start-Up Costs, calculations are made by the Parent of
         the Acquired EBITDA of the Person or business, division or product line
         being acquired pursuant to the respective Permitted Acquisition, and
         the amount thereof shall exceed $1 for the period of four consecutive
         fiscal quarters (taken as one accounting period and including fiscal
         quarters ending prior to the Third Restatement Effective Date) most
         recently ended prior to the date of the Permitted Acquisition (the
         "Four Quarter Calculation Period"); provided, however, in the case of
         calculations based on unaudited financial statements, the
         Administrative Agent shall be reasonably satisfied that the Acquired
         EBITDA of such Person or business, division or product line being
         acquired

                                       -75-
<PAGE>

         pursuant to the respective Permitted Acquisition exceeds $1 for the
         Four Quarter Calculation Period; provided further, however, that, so
         long as the Permitted Acquisition Notice has been given as required
         above and so long as the Borrower has furnished the Administrative
         Agent information with respect to the Acquired EBITDA of such Person or
         business, division or product line being acquired pursuant to the
         respective Permitted Acquisition, if the Administrative Agent has not
         notified the Borrower on or prior to the fifth Business Day prior to
         the consummation of the Permitted Acquisition that the Administrative
         Agent has not yet been reasonably satisfied that the $1 threshold is
         satisfied, the Administrative Agent shall be deemed for purposes of
         this clause (vii) to be so satisfied;

                  (viii) the Administrative Agent and the Required Banks shall
         be satisfied in their reasonable discretion that the proposed Permitted
         Acquisition will not reasonably likely result in materially increased
         liabilities (contingent or otherwise) of the Parent or any of its
         Subsidiaries other than Permitted Seller Notes, Permitted Earn-Out Debt
         and Capitalized Lease Obligations incurred in accordance with the
         provisions of this Agreement (including, without limitation, tax, ERISA
         or environmental liabilities); provided that, so long as the Permitted
         Acquisition Notice has been given as required above and so long as the
         Borrower has furnished each Bank, following request by the
         Administrative Agent, information with respect to liabilities of the
         type described in this clause with all information so requested, if any
         Bank has not notified the Borrower or the Administrative Agent on or
         prior to the tenth day prior to the consummation of the Permitted
         Acquisition that such Bank has not yet been satisfied that the proposed
         Permitted Acquisition would not be reasonably likely to result in
         materially increased liabilities of the Parent or any of its
         Subsidiaries, such Bank shall be deemed for purposes of this clause
         (viii) to be so satisfied;

                  (ix) recalculations are made by the Parent and the Borrower of
         compliance with the covenants contained in Sections 8.11 and 8.12 on a
         Pro Forma Basis, and such recalculations shall show that such covenants
         would have been complied with throughout the Two Quarter Calculation
         Period on a Pro Forma Basis;

                  (x)  the Parent in good faith believes, based on calculations
         made by the Parent, on a Pro Forma Basis (as if the Two Quarter
         Calculation Period were the six-month period following the date of the
         consummation of the respective Permitted Acquisition), that the
         financial covenants contained in such Sections 8.11 and 8.12 will
         continue to be met for the six-month period following the date of the
         consummation of the respective Permitted Acquisition;

                  (xi) in no event may the aggregate amount of Start-Up Costs
         relating to any Permitted Acquisition with respect to any one new
         executive office suite center exceed $3,000,000;

                  (xii) with respect to each Permitted Acquisition, the Borrower
         shall conduct the customary due diligence set forth on Schedule XIV for
         the Four Quarter Calculation Period which shall be performed in
         accordance with standards established by the American Institute of
         Certified Public Accountants;

                  (xiii) with respect to Permitted Acquisitions with an
         aggregate consideration equal to or greater than $10,000,000, the
         Borrower shall engage a "big five" accounting firm or other accounting
         firm acceptable to the Administrative Agent to perform

                                       -76-
<PAGE>

         financial due diligence set forth on Schedule XIV and produce a report
         of their findings which shall be delivered to the Banks and be
         acceptable to the Required Banks in their sole judgment and to the
         extent a Bank has not indicated in writing within five Business Days
         after receipt of the materials required by this Section 7.15(a)(xiii)
         that it is not acceptable to such Bank then it shall be deemed to be
         acceptable to such Bank; provided, however, that this Section
         7.15(xiii) shall not apply to Permitted Acquisitions which have been
         audited by a "big five" accounting firm within four months prior to the
         date of closing of a Permitted Acquisition; and

                  (xiv) prior to the consummation of the respective Permitted
         Acquisition, the Parent shall furnish the Administrative Agent and the
         Banks an officer's certificate executed by the chief financial officer
         of the Parent, certifying as to compliance with the requirements of
         preceding clauses (i) through (xiii) and containing the calculations
         required by preceding clauses (v) through (vii), (ix), (x) and (xi).
         The consummation of each Permitted Acquisition shall be deemed to be a
         representation and warranty by each of the Parent and the Borrower that
         all conditions thereto have been satisfied and that same is permitted
         in accordance with the terms of this Agreement, which representation
         and warranty shall be deemed to be a representation and warranty for
         all purposes hereunder, including, without limitation, Sections 5 and
         9.

                  (b) At the time of each Permitted Acquisition after the Third
Restatement Effective Date involving the creation or acquisition of a
Subsidiary, not less than 100% of the capital stock of such Subsidiary shall be
directly owned by the Borrower or a Guarantor and such 100% owned by the
Borrower or Guarantor shall be pledged for the benefit of the Secured Creditors
pursuant to the Pledge Agreement or pursuant to a similar agreement satisfactory
to the Administrative Agent.

                  (c) The Borrower shall cause each Subsidiary which is formed
to effect, or is acquired pursuant to, a Permitted Acquisition after the Third
Restatement Effective Date to execute and deliver, prior to or on the date of
the respective Permitted Acquisition, a counterpart of the Subordination
Agreement and the Subsidiaries Guaranty (or by an amendment thereto pursuant to
which it shall be a party thereto) or a substantially similar guaranty, in
either case with the documentation to be in form and substance satisfactory to
the Administrative Agent.

                  (d) The Borrower shall on the date of a Permitted Acquisition
after the Third Restatement Effective Date, in the case of Permitted
Acquisitions involving the acquisition of assets by the Borrower (including
Permitted Acquisitions constituting Start-Up Costs), or, in the case of an
acquisition by the respective Subsidiary, shall cause the respective Subsidiary
to, grant to the Collateral Agent, for the benefit of the Secured Creditors,
first priority perfected security interests in all property of the Borrower or
such Subsidiaries acquired in connection with the Permitted Acquisition and to
take, or cause such Subsidiary to take, all actions requested by the
Administrative Agent or the Required Banks (including, without limitation, the
obtaining of UCC-11's and the filing of UCC-1's) in connection with the granting
of such security interests. All security interests required to be granted
pursuant to this Section 7.15(d) shall be granted pursuant to such security
documentation (which shall be substantially similar to the analogous Security
Documents already executed and satisfactory in form and substance to

                                       -77-
<PAGE>

the Administrative Agent) and shall (except as otherwise consented to by the
Administrative Agent and the Required Banks) constitute valid and enforceable
perfected security interests prior to the rights of all third Persons and
subject to no other Liens except such Liens as are permitted by Section 8.01.
The security documents and other instruments related thereto shall be duly
recorded or filed in such manner and in such places as are required by law to
establish, perfect, preserve and protect the Liens, in favor of the Collateral
Agent for the benefit of the Secured Creditors, required to be granted pursuant
to the respective Additional Security Documents and all taxes, fees and other
charges payable in connection therewith shall be paid in full by the Borrower or
the relevant Subsidiary. At the time of the execution and delivery of Additional
Security Documents, the Parent and the Borrower shall cause to be delivered to
the Collateral Agent such opinions of counsel, environmental appraisals and
other related documents as may be reasonably requested by the Collateral Agent
or the Required Banks to assure themselves that this Section has been complied
with. All actions required to be taken by this Section 7.15(d) with respect to
the Additional Collateral shall be completed no later than the date on which the
Permitted Acquisition is effected unless otherwise consented to by the
Administrative Agent.

                  7.16 Register. The Borrower hereby designates the
Administrative Agent to serve as its agent, solely for purposes of this Section
7.16, to maintain a register (the "Register") on which it will record the
Commitments from time to time of each of the Banks, the Loans made by each of
the Banks and each repayment in respect of the principal amount of the Loans of
each Bank. Failure to make any such recordation, or any error in such
recordation shall not affect the Borrower's obligations in respect of such
Loans. With respect to any Bank, the transfer of the Commitments of such Bank
and the rights to the principal of, and interest on, any Loan made pursuant to
such Commitments shall not be effective until such transfer is recorded on the
Register maintained by the Administrative Agent with respect to ownership of
such Commitments and Loans and prior to such recordation all amounts owing to
the transferor with respect to such Commitments and Loans shall remain owing to
the transferor. The registration of an assignment or transfer of all or part of
any Commitments and Loans shall be recorded by the Administrative Agent on the
Register only upon the acceptance by the Administrative Agent of a properly
executed and delivered assignment and assumption agreement pursuant to Section
12.04(b). Coincident with the delivery of such an assignment and assumption
agreement to the Administrative Agent for acceptance and registration of
assignment or transfer of all or part of a Commitment or Loan, or as soon
thereafter as practicable, the assigning or transferor Bank shall surrender the
Note evidencing such Commitment or Loan, and thereupon one or more new Notes in
the same aggregate principal amount shall be issued to the assigning or
transferor Bank and/or the new Bank. Each of the Parent and the Borrower jointly
and severally agrees to indemnify the Administrative Agent from and against any
and all losses, claims, damages and liabilities of whatsoever nature which may
be imposed on, asserted against or incurred by the Administrative Agent in
performing its duties under this Section 7.16.

                  7.17 Further Actions. (a) Each Credit Party shall grant to the
Collateral Agent, for the benefit of the Secured Creditors, at the request of
the Administrative Agent or the Required Banks, at any time, a security interest
in any Real Property or vehicles owned by any such Credit Party and any other
assets of such Credit Party and not already subject to a Security Document and
shall take all actions requested by the Administrative Agent or the Required

                                       -78-
<PAGE>


Banks (including, without limitation, the obtaining of mortgage policies, title
surveys and real estate appraisals satisfying the requirements of all applicable
laws) in connection with the granting of such security interest.

                  (b) The security interests required to be granted pursuant to
clause (a) above shall be granted pursuant to mortgages, deeds of trust and
security agreements, in each case satisfactory in form and substance to the
Administrative Agent and the Required Banks, which mortgages and security
agreements shall create valid and enforceable perfected security interests prior
to the rights of all third Persons and subject to no other Liens, except such
Liens as are permitted by Section 8.01. The mortgages and other instruments
related thereto and security agreements shall be duly recorded or filed in such
manner and in such places and at such times as are required by law to establish,
perfect, preserve and protect the Liens, in favor of the Collateral Agent for
the benefit of the Secured Creditors, required to be granted pursuant to such
documents and all taxes, fees and other charges payable in connection therewith
shall be paid in full by the Borrower. At the time of the execution and delivery
of the additional documents, the Parent and the Borrower shall cause to be
delivered to the Collateral Agent such opinions of counsel, mortgage policies,
title surveys, real estate appraisals, certificates of title and other related
documents as may be reasonably requested by the Administrative Agent or the
Required Banks to assure themselves that this Section 7.17 has been complied
with.

                  (c) Each Credit Party agrees that each action required by
Section 7.17(a) or (b) shall be completed within 60 days of the date such action
is requested to be taken.

                  7.18 Concentration Account; Lockboxes, etc. (a) On the Third
Restatement Effective Date, the Parent shall, and shall have caused each of its
Subsidiaries to, have duly authorized, executed and delivered a Concentration
Account Consent Letter in such form as approved by the Collateral Agent (each as
amended and restated, modified, amended or supplemented from time to time in
accordance with the terms thereof and hereof, a "Concentration Account Consent
Letter") with the Collateral Agent and the Concentration Account Bank,
acknowledging that the Concentration Account listed on Schedule V and maintained
at the Concentration Account Bank is under the exclusive dominion and control of
the Collateral Agent and that all moneys, instruments and other securities
deposited in such Concentration Account are to be held by the Concentration
Account Bank for the benefit of the Collateral Agent. Each Credit Party
represents and warrants that it does not now maintain, and will not in the
future maintain, any other Concentration Account with any Concentration Account
Bank other than the applicable Concentration Account; provided, however, that
each such Credit Party shall be permitted to establish new Concentration
Accounts pursuant to the terms of the Security Agreement.

                  (b) On or prior to December 31, 2000 (or such later date as
the Administrative Agent shall determine in its sole discretion), the Borrower,
its Subsidiaries, the Collateral Agent and financial institutions selected by
the Borrower and acceptable to the Collateral Agent (the "Lockbox Banks") shall
have duly authorized, executed and delivered lockbox agreements substantially in
the form of Annex L to the Security Agreement (each, as amended, modified or
supplemented from time to time, a "Lockbox Agreement"), providing, inter alia,
for (i) the establishment and maintenance of one or more lockboxes for the
collection

                                       -79-
<PAGE>

of payments made in respect of Property Income (each, a "Lockbox")
and (ii) the transfer of all amounts held in any such Lockbox at the end of each
Business Day to the Concentration Account. On and after the execution and
delivery of the Lockbox Agreements as provided in the immediately preceding
sentence, the Parent shall, and shall cause its Subsidiaries to, (x) instruct
all tenants and other account debtors in respect of Property Income to remit all
payments to a designated Lockbox and (y) deposit all amounts received from any
tenant or account debtor in respect of Property Income into a Lockbox.

                  7.19 Contributions; Payments; etc. (a) The Parent will, upon
its receipt thereof, contribute as an equity contribution to the capital of the
Borrower, any cash proceeds received by the Parent from any asset sale, any
incurrence of Indebtedness, any Recovery Event, any tax refunds or any sale or
issuance of its equity or any cash capital contributions (other than equity
proceeds received pursuant to the Preferred Equity Financing or as part of a
Permitted Equity Issuance).

                  (b) The Borrower will apply the proceeds of all equity
contributions received by it from the Parent as provided in clause (a) above in
accordance with the requirements of Section 3.02.

                  7.20. Name Change. Immediately after giving effect to the
Second-Step Merger, Merger Sub 2 shall cause an amendment to the Certificate of
Incorporation of Merger Sub 2 to be filed with the Secretary of State of the
State of Delaware, which amendment shall change the name of Merger Sub 2 from
"HQ Merger Subsidiary, Inc." to "HQ Global Workplaces, Inc."

                  Section 8. Negative Covenants. Each of the Parent and the
Borrower hereby covenants that on and after the Third Restatement Effective Date
and until the Total Commitment and all Letters of Credit have terminated and the
Loans and Notes and all Unpaid Drawings, together with interest, Fees and all
other Obligations incurred hereunder and thereunder, are paid in full:

                  8.01 Liens. The Parent will not, and will not permit any of
its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or
with respect to any property or assets (real or personal, tangible or
intangible) of the Parent or any of its Subsidiaries, whether now owned or
hereafter acquired (including, without limitation, Master Leases), or sell any
such property or assets subject to an understanding or agreement, contingent or
otherwise, to repurchase such property or assets (including sales of accounts
receivable with recourse to the Parent or any of its Subsidiaries), or assign
any right to receive income or permit the filing of any financing statement
under the UCC or any other similar notice of Lien under any similar recording or
notice statute; provided that the provisions of this Section 8.01 shall not
prevent the Parent or any of its Subsidiaries from creating, incurring, assuming
or permitting the existence of the following (liens described below are herein
referred to as "Permitted Liens"):

                  (i) inchoate Liens with respect to the Parent or any of its
         Subsidiaries for taxes (including social security charges in France)
         not yet due or Liens for taxes (including social security charges in
         France) being contested in good faith and by appropriate

                                      -80-
<PAGE>

         proceedings for which adequate reserves have been established in
         accordance with generally accepted accounting principles;

                  (ii) unperfected Liens in respect of property or assets of the
         Parent or any of its Subsidiaries imposed by law or, in the case of
         landlord liens, pursuant to contractual rights, which were incurred in
         the ordinary course of business and do not secure Indebtedness for
         borrowed money, such as carriers', warehousemen's, materialmen's,
         mechanics' and landlords' liens and other similar Liens arising in the
         ordinary course of business, and (x) which do not in the aggregate
         materially detract from the value of the Parent's or any of its
         Subsidiaries' property or assets or materially impair the use thereof
         in the operation of the business of the Parent or its Subsidiaries or
         (y) which are being contested in good faith by appropriate proceedings,
         which proceedings have the effect of preventing the forfeiture or sale
         of the property or assets subject to any such Lien;

                  (iii) Liens of the Parent or its Subsidiaries in existence on
         the Third Restatement Effective Date which are listed, and the property
         subject thereto described, on Schedule XII, but only to the respective
         date, if any, set forth in such Schedule XII for the removal and
         termination of any such Liens except, that, any Lien may be continued
         or renewed in connection with the refinancing of any Indebtedness
         secured thereby, provided that (x) such Lien does not encumber
         additional property, and (y) the principal amount of Indebtedness
         secured by such Lien is not increased;

                  (iv) Liens created pursuant to the Security Documents;

                  (v) easements, rights-of-way, restrictions, encroachments and
         other similar charges or encumbrances on the property of the Parent or
         any of its Subsidiaries arising in the ordinary course of business and
         not materially interfering with the conduct of the business of the
         Parent or any of its Subsidiaries;

                  (vi) Liens on property of the Borrower and its Subsidiaries
         subject to, and securing only, Capitalized Lease Obligations to the
         extent such Capitalized Lease Obligations are permitted by Section
         8.05(iii) or 8.05(vi); provided that such Liens only serve to secure
         the payment of Indebtedness arising under such Capitalized Lease
         Obligation and the Lien encumbering the asset giving rise to the
         Capitalized Lease Obligation does not encumber any other asset of the
         Parent or any of its Subsidiaries;

                  (vii) Liens (other than any Lien imposed by ERISA) on property
         of the Parent or any of its Subsidiaries incurred or deposits made in
         the ordinary course of business (x) in connection with workers'
         compensation, unemployment insurance and other types of social security
         or (y) to secure the performance of tenders, statutory obligations,
         surety and appeal bonds, bids, leases, government contracts, trade
         contracts, performance and return-of-money bonds and other similar
         obligations (exclusive of obligations for the payment of borrowed
         money); provided that the aggregate amount of cash and the fair market
         value of the property encumbered by Liens described in this clause
         (vii)(y) (excluding the amount of cash deposited to secure the
         performance of leases entered into by the Borrower or any of its
         Subsidiaries in the ordinary course of business and

                                       -81-
<PAGE>

         consistent with past practices of the Borrower and its Subsidiaries as
         in effect on the Third Restatement Effective Date) shall not exceed
         $100,000;

                  (viii) Liens placed upon equipment or machinery used in the
         ordinary course of the business of the Borrower or any of its
         Subsidiaries within 60 days following the time of purchase thereof by
         the Borrower or any of its Subsidiaries and improvements and accretions
         thereto to secure Indebtedness incurred to pay all or a portion of the
         purchase price thereof or any Indebtedness incurred to refinance such
         Indebtedness, provided that (x) the aggregate principal amount of all
         Indebtedness secured by Liens permitted by this clause (viii) does not
         exceed at any one time outstanding $400,000 with respect to all
         machinery and equipment and (y) in all events, the Lien encumbering the
         equipment or machinery so acquired and improvements and accretions
         thereto does not encumber any other asset of the Borrower or any of its
         Subsidiaries;

                  (ix) Liens arising from precautionary UCC-1 financing
         statement filings regarding operating leases entered into by the
         Borrower or any of its Subsidiaries in the ordinary course of business;

                  (x) inchoate Liens (where there has been no execution or levy
         and no pledge or delivery of collateral) arising from and out of
         judgments or decrees in existence at such time not constituting an
         Event of Default; and

                  (xi) a lien in favor of the landlord with respect to the
         assets of Vantas Walnut, Inc., located at 70 Walnut Street, Wellesley,
         Massachusetts.

                  8.02 Consolidation, Merger, Purchase or Sale of Assets, etc.
The Parent will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of (or agree to do
any of the foregoing at any future time) all or any part of its property or
assets, or enter into any partnerships, joint ventures or sale-leaseback
transactions, or purchase or otherwise acquire (in one or a series of related
transactions) any part of the property or assets (other than purchases or other
acquisitions by the Borrower or any of its Subsidiaries of inventory, materials
and equipment in the ordinary course of business) of any Person, except that:

                  (i) Capital Expenditures by the Borrower and its Subsidiaries
         shall be permitted to the extent not in violation of Section 8.08;

                  (ii) each of the Borrower and its Subsidiaries may lease (as
         lessee) real or personal property to the extent permitted by Section
         8.08 and to the extent such lease is not a Capital Lease, the Borrower
         and its Subsidiaries shall enter into such leases in the ordinary
         course of business;

                  (iii) Investments may be made to the extent permitted by
         Section 8.06;

                                       -82-
<PAGE>

                  (iv) the Acquisitions shall be permitted, so long as same are
         consummated in accordance with the relevant requirements of Section
         4.16;

                  (v) the Borrower and its Subsidiaries may effect Permitted
         Acquisitions in accordance with the requirements of Section 7.15;

                  (vi) the Borrower may cause any Subsidiary to be dissolved if
         no Permitted Business is operated in connection with such Subsidiary
         and such dissolution could not reasonably be expected to have a
         material adverse effect on the performance, business, assets, nature of
         assets, liabilities, properties, operations, condition (financial or
         otherwise) or prospects of the Parent and its Subsidiaries taken as a
         whole; and

                  (vii) the Borrower and any of its Subsidiaries may sell or
         otherwise dispose of assets (including the capital stock of, or other
         equity interests in, any of their respective Subsidiaries or Joint
         Ventures) which, in the reasonable opinion of such Person, are
         uneconomic or no longer useful in the conduct of such Person's
         business, provided that (w) each such sale or disposition shall be for
         an amount at least equal to the fair market value thereof (as
         determined in good faith by senior management of the Borrower), (x) all
         of the consideration from each such sale shall be in the form of cash
         (for purposes of this clause (x) treating as cash consideration the
         amount of any trade payables and the principal amount of Indebtedness
         for borrowed money assumed by the respective purchaser of assets), (y)
         the aggregate Net Sale Proceeds of all assets sold or otherwise
         disposed of pursuant to this clause (vii) in any fiscal year of the
         Parent shall not exceed $10,000,000 in the aggregate and (z) the Net
         Sale Proceeds therefrom are applied to repay Loans and/or reduce the
         Total Commitment as provided in Section 3.02(A)(h).

To the extent the Required Banks waive the provisions of this Section 8.02 with
respect to the sale of any Collateral (to the extent the Required Banks are
permitted to waive such provisions in accordance with Section 12.12), or any
Collateral is sold as permitted by this Section 8.02, such Collateral shall be
sold free and clear of the Liens created by the Security Documents, and the
Administrative Agent and Collateral Agent shall be authorized to take any
actions deemed appropriate in order to effect the foregoing.

                  8.03 Dividends. The Parent will not, nor will the Parent
permit any of its Subsidiaries to, declare or pay any Dividends with respect to
the Parent or any of its Subsidiaries, except that (i) any Subsidiary of the
Borrower may pay Dividends to the Borrower or any Wholly-Owned Subsidiary of the
Borrower, (ii) the Parent may pay regularly accruing Dividends with respect to
Seller Preferred Stock through the issuance of additional shares of Seller
Preferred Stock (but not in cash) in accordance with the terms of the
documentation governing the same, (iii) the Parent may pay regularly accruing
Dividends with respect to the PIK Preferred Stock (whether outstanding on the
Third Restatement Effective Date or issued thereafter in accordance with the
requirements of this clause (iii)) through the issuance of additional shares of
PIK Preferred Stock (or, alternatively, through an increase in the aggregate
liquidation preference of the outstanding PIK Preferred Stock by the amount of
the accumulated dividends thereunder) (but not in cash) in accordance with the
terms of the PIK Preferred Stock Documents, (iv) the Borrower may pay cash
Dividends to the Parent, so long as (x) there shall

                                       -83-
<PAGE>

exist no Default or Event of Default (both before and immediately after giving
effect to the payment thereof), (y) the proceeds thereof are promptly used by
Parent to pay operating expenses and other similar corporate overhead costs and
expenses (but excluding in any event any costs, expenses or losses relating to
the Development Assets) and (z) the aggregate amount of Dividends paid by the
Borrower in any fiscal year of Parent pursuant to this clause (iv) does not
exceed $100,000, (v) the Borrower may pay cash Dividends to the Parent in the
amounts and at the times of any payment by the Parent in respect of taxes,
provided that (x) the amount of cash Dividends paid pursuant to this clause (v)
to enable the Parent to pay federal income taxes at any time shall not exceed
the lesser of (A) the amount of such federal income taxes owing by the Parent at
such time for the respective period and (B) the amount of such federal income
taxes that would be owing by the Borrower and its Subsidiaries on a consolidated
basis for such period if determined without regard to the Parent's ownership of
the Borrower and (y) any refunds shall promptly be returned by the Parent to the
Borrower and (vi) any Subsidiary of the Borrower that is not a Wholly-Owned
Subsidiary may pay cash Dividends to its shareholders or partners generally, so
long as the Borrower or its respective Subsidiary which owns the equity interest
or interests in the Subsidiary paying such Dividends receives at least its
proportionate share thereof (based upon its relative holdings of equity
interests in the Subsidiary paying such Dividends and taking into account the
relative preferences, if any, of the various classes of equity interests in such
Subsidiary or the terms of any agreements applicable thereto).

                  8.04 Concentration Account; Lockboxes. The Parent will not,
and will not permit any of its Subsidiaries to, directly or indirectly, open,
maintain or otherwise have any checking, savings or other deposit accounts at
any bank or other financial institution where cash or Cash Equivalents is or may
be deposited or maintained with any Person, other than (i) at any time prior to
December 31, 2000 (or such later date as the Administrative Agent shall
determine in its sole discretion), the bank deposit accounts listed on Part A of
Schedule V hereto, (ii) on and after the establishment thereof pursuant to
Section 7.18(b), the Lockboxes, (iii) the Concentration Account and (iv) the
foreign bank accounts of Foreign Subsidiaries of the Parent set forth on Part B
of Schedule V (so long as the cash or Cash Equivalents held in such accounts
represents earnings from Foreign Subsidiaries operating in International
Locations).

                  8.05 Indebtedness. The Parent will not, and will not permit
any of its Subsidiaries to, contract, create, incur, assume or suffer to exist
any Indebtedness, except:

                  (i) Indebtedness incurred pursuant to this Agreement and the
         other Credit Documents;

                  (ii)  Indebtedness of the Borrower under any Interest Rate
         Protection or Other Hedging Agreement or under any similar type of
         agreement to the extent such is entered into to satisfy the
         requirements of Section 7.11;

                  (iii) Indebtedness of the Borrower and its Subsidiaries
         evidenced by Capitalized Lease Obligations to the extent permitted
         pursuant to Section 8.08; provided that the aggregate amount of
         Indebtedness evidenced by Capitalized Lease Obligations under all
         Capital Leases outstanding under this clause (iii) at any one time
         shall not exceed $10,000,000 (so long as the amount of Capitalized
         Lease Obligations incurred in any one

                                       -84-
<PAGE>

         fiscal year of the Parent does not exceed the amount of Capital
         Expenditures (other than Permitted Acquisitions) the Borrower and its
         Subsidiaries is permitted to incur during such fiscal year in
         accordance with Section 8.08);

                  (iv) Existing Indebtedness listed on Schedule X but without
         giving effect to any refinancings, renewals or increases in the
         principal amount thereof, except for refinancings, renewals and
         extensions thereof which do not increase the principal amount of
         Indebtedness being refinanced, renewed and/or extended;

                  (v) Indebtedness in amounts, and subject to Liens, permitted
         under Section 8.01(viii);

                  (vi) (x) Indebtedness of the Borrower evidenced by Permitted
         Seller Notes or constituting Permitted Earn-Out Debt issued in
         accordance with the requirements of Section 7.15 so long as the amount
         outstanding at any time shall not exceed $4,000,000 and (y) Capitalized
         Lease Obligations of Subsidiaries of the Borrower assumed in connection
         with Permitted Acquisitions and incurred in accordance with Section
         7.15, so long as such (y) Capitalized Lease Obligations were not
         incurred in anticipation or contemplation of such Permitted
         Acquisitions and the Capitalized Lease Obligations are obligations
         solely of the entity acquired in such Permitted Acquisition or formed
         by the Borrower to effect such Permitted Acquisition;

                  (vii) guaranties by the Borrower or any of its Subsidiaries of
         leases entered into in the ordinary course of business by any
         Subsidiary of the Borrower;

                  (viii) Indebtedness of the Borrower, and subordinated
         guarantees thereof by the Subsidiary Guarantors, incurred pursuant to
         the Senior Subordinated Bridge Loans and the other Senior Subordinated
         Credit Documents on the Third Restatement Effective Date in an
         aggregate principal amount not to exceed $125,000,000 (as (x) increased
         as a result of the increase in the aggregate principal amount of Senior
         Subordinated Bridge Loans to pay any regularly accruing interest on
         then outstanding Senior Subordinated Bridge Loans in accordance with
         the terms of the Senior Subordinated Credit Agreement and (y) reduced
         by any repayments of principal thereof (including any deemed repayment
         occurring as a result of any conversion or exchange of the Senior
         Subordinated Bridge Loans into or for Permitted Subordinated
         Refinancing Indebtedness incurred pursuant to clause (x) below));

                  (ix) Indebtedness constituting Intercompany Loans to the
         extent permitted by Section 8.06(xii);

                  (x) so long as no Default or Event of Default is in existence
         at the time of the incurrence thereof and immediately after giving
         effect thereto, Permitted Subordinated Refinancing Indebtedness in an
         aggregate principal amount at any time outstanding not to exceed the
         sum of (x) the aggregate principal amount of the Permitted Subordinated
         Refinancing Indebtedness on the date of the incurrence thereof in
         accordance with the requirements of the definition thereof plus (y) the
         amount of any increase in the principal

                                       -85-
<PAGE>

         amount thereof incurred to pay any regularly accruing interest on the
         then outstanding Permitted Subordinated Refinancing Indebtedness in
         accordance with the terms of the documentation governing the same minus
         (z) any repayment of principal of any such Permitted Subordinated
         Refinancing Indebtedness;

                  (xi) Indebtedness of the Borrower, and subordinated guarantees
         thereof by the Parent and the Subsidiary Guarantors, as the case may
         be, under the Mezzanine Subordinated Notes and the other Mezzanine
         Subordinated Note Documents in an aggregate principal amount at any
         time outstanding not to exceed the remainder of (x) the sum of the
         aggregate principal amount of the Mezzanine Subordinated Notes on the
         date of issuance thereof in accordance with the requirements of the
         definition thereof less (y) any repayment of principal of any such
         Mezzanine Senior Subordinated Notes; and

                  (xii) additional unsecured Indebtedness incurred in the
         ordinary course of business in an aggregate principal amount at any
         time outstanding not to exceed $2,000,000.

                  Notwithstanding anything to the contrary contained above, (x)
Indebtedness incurred to refinance any theretofore outstanding Senior
Subordinated Bridge Loans or Permitted Subordinated Refinancing Indebtedness may
only be incurred pursuant to the provisions of clauses (x) and (xi) of Section
8.05 (and not in reliance on any other provisions of Section 8.05), (y) at no
time shall the aggregate principal amount of all Indebtedness outstanding at any
time pursuant to clauses (viii), (x) and (xi) exceed $125,000,000 (as the same
may be increased as a result of any increase in the aggregate principal amount
of such Indebtedness to pay any regularly accruing interest on such then
outstanding Indebtedness in accordance with the terms of the documentation
governing the same) and (z) Affiliate Debt shall only be permitted to be
incurred and to remain outstanding if each obligee and each obligor (including
any guarantors) with respect to such Affiliate Debt shall have become parties to
the Subordination Agreement in accordance with the terms thereof.

                  8.06 Advances, Investments and Loans. The Parent will not, and
will not permit any of its Subsidiaries to, directly or indirectly lend money or
credit or make advances to any Person, or purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital
contribution to, any other Person, or purchase or own a futures contract or
otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, or hold any
cash or Cash Equivalents (any of the foregoing, an "Investment"), except that
the following shall be permitted:

                  (i) the Borrower and its Subsidiaries may acquire and hold
         receivables owing to any of them, if created or acquired in the
         ordinary course of business and payable or dischargeable in accordance
         with customary terms;

                  (ii) the Borrower and its Subsidiaries may acquire and hold
         cash and Cash Equivalents; provided that all cash or Cash Equivalents
         of the Borrower and its Subsidiaries shall be held in a Lockbox or the
         Concentration Account in accordance with the terms of the relevant
         Lockbox Agreement or the Concentration Account Consent Letter,

                                       -86-
<PAGE>

         as the case may be (or, in the case of a Foreign Subsidiary, in a
         foreign account specified on Part B of Schedule V to the extent
         permitted to be held in such an account pursuant to Section 8.04),
         provided, however, that at any time that any Revolving Loans are
         outstanding, the aggregate amount of cash and Cash Equivalents
         permitted to be held by the Borrower and its Subsidiaries (whether held
         in the Concentration Account, a Lockbox or otherwise) shall not exceed
         the product of (x) $25,000 and (y) the number of business centers
         operated by the Borrower and its Subsidiaries at the time of
         determination;

                  (iii) the Borrower may enter into Interest Rate Protection or
         Other Hedging Agreements to the extent such is entered into to satisfy
         the requirements of Section 7.11;

                  (iv) the Borrower and its Subsidiaries may make Capital
         Expenditures (other than Permitted Acquisitions and Investments in
         Joint Ventures which are permitted pursuant to clauses (viii) and (ix),
         respectively, below) to the extent permitted by Section 8.08;

                  (v) the Acquisitions shall be permitted, so long as same are
         consummated in accordance with the relevant requirements of Section
         4.16;

                  (vi) the Borrower and its Subsidiaries may endorse negotiable
         instruments for collection in the ordinary course of business;

                  (vii) the Borrower and its Subsidiaries may make loans and
         advances in the ordinary course of business consistent with past
         practices to their respective employees for moving, travel and
         emergency expenses and other similar expenses, so long as the aggregate
         principal amount thereof at any one time outstanding (determined
         without regard to any write-downs or write-offs of such loans and
         advances) shall not exceed $750,000;

                  (viii) the Borrower and its Subsidiaries may effect Permitted
         Acquisitions (including Start-Up Costs) in accordance with the
         requirements of Section 7.15;

                  (ix) the Borrower and/or any of its Wholly-Owned Subsidiaries
         shall be permitted to make Investments in any Joint Venture on any date
         , so long as (x) the aggregate amount of such Investments does not
         exceed the Annual Available JV Basket Amount in effect on such date or
         the Aggregate Available JV Basket Amount in effect on such date (in
         each case, after giving effect to all prior and contemporaneous
         adjustments thereto, except as a result of such Investment), (y) no
         Default or Event of Default exists or would exist immediately after
         giving effect to the respective Investment and (z) neither the Borrower
         nor any of its Subsidiaries has any obligation to (A) subscribe for
         additional equity interests in such Joint Venture or (B) maintain or
         preserve such Joint Venture's financial condition (except for any
         guaranty by Parent or any if its Subsidiaries of obligations of such
         Joint Venture included in clause (iii) of the definitions of "Annual
         Available JV Basket Amount" and "Aggregate Available JV Basket Amount")
         or cause such Joint Venture to achieve certain levels of operating
         results;

                                       -87-
<PAGE>

                  (x) the Parent and its Subsidiaries may own the capital stock
         of their respective Subsidiaries created or acquired in accordance with
         the terms of this Agreement (so long as all amounts invested in such
         Subsidiaries are independently justified under another provision of
         this Section 8.06);

                  (xi) investments in existence on the Third Restatement
         Effective Date and listed on Schedule XIX shall be permitted, without
         giving effect to any additions thereto or replacements thereof;

                  (xii) the Borrower may make intercompany loans and advances to
         any Subsidiary Guarantor (collectively, "Intercompany Loans"),
         provided, that (x) each Intercompany Loan shall be evidenced by an
         Intercompany Note and (y) each such Intercompany Note shall be pledged
         to the Collateral Agent pursuant to the Pledge Agreement;

                  (xiii) the Parent may make cash equity contributions to the
         Borrower and the Borrower may make cash equity contributions to any of
         its direct Wholly-Owned Subsidiaries that is a Subsidiary Guarantor;

                  (xiv) the Parent may contribute to the Borrower at cost that
         portion of the Development Assets which, for the fiscal quarter
         immediately preceding such contribution, had positive Business Center
         Level EBITDA, so long as any such contribution is made in exchange for
         additional shares of common stock of the Borrower valued at the time of
         such contribution; and

                  (xv) HQ may contribute the Development Assets to the Parent on
         the Third Restatement Effective Date in accordance with the
         requirements of Sections 4.16(d) and (g).

                  8.07 Transactions with Affiliates. The Parent will not, and
will not permit any of its Subsidiaries to, enter into any transaction or series
of related transactions, whether or not in the ordinary course of business, with
any Affiliate of the Parent or any Affiliate of the Parent's Subsidiaries,
unless such transaction or series of related transactions is in writing and on
terms that are no less favorable to the Parent or such Subsidiary, as the case
may be, than those that would be available in a comparable transaction in
arm's-length dealings with an unrelated third party, except that (i) the Parent
and its Subsidiaries may effect the Transaction, (ii) loans and advances made in
accordance with Section 8.06(vii) shall be permitted, (iii) the Parent and its
Subsidiaries may pay customary fees to non-officer directors of the Parent and
its Subsidiaries, and (iv) the entering into, and performing of, the
Intercompany Agreement by the Borrower and any of its Subsidiaries party thereto
(including without limitation entering into any Product Agreement) shall be
permitted. In no event may any management or similar fees be paid or payable by
the Parent or any of its Subsidiaries to any Person except as specifically
provided in this Section 8.07.

                  8.08 Capital Expenditures. (a) The Parent will not, and will
not permit any of its Subsidiaries to, make any expenditure for fixed or capital
assets (including, without

                                       -88-
<PAGE>

limitation, expenditures for maintenance and repairs which should be capitalized
in accordance with generally accepted accounting principles and including
Capitalized Lease Obligations) or Investments in Joint Ventures (collectively,
"Capital Expenditures"), except that, subject to the provisions of Section
8.06(ix) and the limitations contained in Sections 8.08(c) and (e) below, (i)
the Parent (so long as it owns Development Assets) and the Borrower and its
Subsidiaries may make Capital Expenditures as provided in Sections 8.08(b) and
(d) below, (ii) during the period commencing on the Third Restatement Effective
Date and ending on December 31, 2000, the Parent (so long as it owns Development
Assets) and the Borrower and its Subsidiaries may make Maintenance and Up-Grade
Capital Expenditures, so long as the aggregate amount thereof during such period
does not exceed $9,000,000 and (iii) during any fiscal year of the Parent
commencing after December 31, 2000, the Parent (so long as it owns Development
Assets) and the Borrower and its Subsidiaries may make Maintenance and Up-Grade
Capital Expenditures, so long as the aggregate amount thereof during any such
fiscal year does not exceed $18,000,000 (as such amount may be increased on
January 1 of each fiscal year (commencing with January 1, 2001) by three percent
of the previous fiscal year's amount as determined hereunder).

                  (b) In addition to the Capital Expenditures permitted pursuant
to clauses (ii) and (iii) of Section 8.08(a) above but subject to Sections
8.08(c) and (e) below, the Parent (so long as it owns Development Assets) and
the Borrower and its Subsidiaries may make additional Capital Expenditures
(including Permitted Acquisitions in accordance with Section 7.15 and Joint
Venture Investments made in accordance with Section 8.06(ix)) (i) during the
period commencing on the Third Restatement Effective Date and ending on December
31, 2000, so long as the aggregate amount thereof during such period does not
exceed $18,500,000 and (ii) during any fiscal year of the Parent commencing
after December 31, 2000, so long as the aggregate amount thereof during any such
fiscal year does not exceed the remainder of (x) the Additional Permitted CapEx
Amount then in effect for such fiscal year minus (y) the aggregate amount of
Maintenance and Up-Grade Capital Expenditures that the Parent (so long as it
owns Development Assets) and the Borrower and its Subsidiaries are permitted to
make during such fiscal year pursuant to clause (iii) of Section 8.08(a) above.

                  (c) Notwithstanding anything to the contrary contained in
Sections 8.08(a) or (b) above (and without prejudice to the right of the Parent
and its Subsidiaries to make additional Capital Expenditures pursuant to Section
8.08(d) below), in no event shall the Parent, the Borrower and their
Subsidiaries make Capital Expenditures (including Maintenance and Up-Grade
Capital Expenditures) in reliance on clauses (ii) and (iii) of Section 8.08(a)
and Section 8.08(b) above in excess of $20,000,000 during any fiscal quarter of
the Parent.

                  (d) In addition to the Capital Expenditures permitted pursuant
to clauses (ii) and (iii) of Section 8.08(a) and Section 8.08(b) above but
subject to Section 8.08(e) below, the Parent (so long as it owns Development
Assets) and the Borrower and its Subsidiaries may make, at any time, additional
Capital Expenditures constituting Permitted Acquisitions (other than Start-Up
Costs) in an aggregate amount equal to the Retained Excess Cash Flow Amount at
such time, so long as any such Permitted Acquisition is otherwise consummated in
accordance with the requirements of Section 7.15.

                                       -89-
<PAGE>

                  (e) Notwithstanding anything to the contrary in this Section
8.08, in no event shall the Parent, the Borrower and their respective
Subsidiaries make, during any fiscal quarter of the Parent, commencing with the
fiscal quarter ending March 31, 2001, Capital Expenditures (including Permitted
Acquisitions and Investments in Joint Ventures) which in the aggregate exceed
the Permitted Quarterly CapEx Amount for such fiscal quarter. In addition, once
the Permitted Quarterly CapEx Amount for a fiscal quarter has been determined,
commencing with the fiscal quarter ending March 31, 2001, the Parent, the
Borrower and their respective Subsidiaries shall not enter into any additional
binding commitments or agreements, to make Capital Expenditures (including
Permitted Acquisitions and Investments in Joint Ventures) during such fiscal
quarter, which in the aggregate, when combined with existing binding commitments
to make such Capital Expenditures in such fiscal quarter, exceed the Permitted
Quarterly CapEx Amount for such fiscal quarter.

                  8.09 Fixed Charge Coverage Ratio. The Parent will not permit
the Fixed Charge Coverage Ratio for any Test Period ending on the last day of
any fiscal quarter of the Parent set forth below to be less than the ratio set
forth opposite such fiscal quarter below:


           Fiscal Quarter Ended                                   Ratio
           --------------------                                   -----
March 31, 2001                                                  1.00:1.00
June 30, 2001                                                   1.00:1.00
September 30, 2001                                              1.00:1.00
December 31, 2001                                               1.00:1.00
March 31, 2002                                                  1.10:1.00
June 30, 2002                                                   1.10:1.00
September 30, 2002                                              1.10:1.00
December 31, 2002                                               1.10:1.00
March 31, 2003                                                  1.10:1.00
June 30, 2003                                                   1.10:1.00
September 30, 2003                                              1.10:1.00
December 31, 2003                                               1.10:1.00
March 31, 2004                                                  1.10:1.00
June 30, 2004                                                   1.10:1.00
September 30, 2004                                              1.10:1.00
December 31, 2004                                               1.10:1.00
March 31, 2005                                                  1.10:1.00
June 30, 2005                                                   1.10:1.00
September 30, 2005                                              1.10:1.00

                  8.10 Interest Coverage Ratio. The Parent will not permit the
ratio of its Consolidated EBITDA to its Consolidated Interest Expense for any
Test Period ending on the last day of any fiscal quarter of the Parent set forth
below to be less than the ratio set forth opposite such fiscal quarter below:

                                       -90-
<PAGE>

           Fiscal Quarter Ended                                   Ratio
           --------------------                                   -----
September 30, 2000                                              2.00:1.00
December 31, 2000                                               2.00:1.00
March 31, 2001                                                  2.25:1.00
June 30, 2001                                                   2.25:1.00
September 30, 2001                                              2.50:1.00
December 31, 2001                                               2.50:1.00
March 31, 2002                                                  2.50:1.00
June 30, 2002                                                   2.50:1.00
September 30, 2002                                              2.50:1.00
December 31, 2002                                               2.50:1.00
March 31, 2003                                                  2.50:1.00
June 30, 2003                                                   2.50:1.00
September 30, 2003                                              2.50:1.00
December 31, 2003                                               3.00:1.00
March 31, 2004                                                  3.00:1.00
June 30, 2004                                                   3.00:1.00
September 30, 2004                                              3.00:1.00
December 31, 2004                                               3.00:1.00
March 31, 2005                                                  3.00:1.00
June 30, 2005                                                   3.00:1.00
September 30, 2005                                              3.00:1.00


                  8.11 Maximum Total Leverage Ratio. The Parent will not permit
the Total Leverage Ratio at any time during a fiscal quarter set forth below to
be greater than the ratio set forth opposite such fiscal quarter below:


           Fiscal Quarter Ended                                   Ratio
           --------------------                                   -----
September 30, 2000                                              4.00:1.00
December 31, 2000                                               4.00:1.00
March 31, 2001                                                  3.75:1.00
June 30, 2001                                                   3.50:1.00
September 30, 2001                                              3.25:1.00
December 31, 2001                                               3.25:1.00
March 31, 2002                                                  3.25:1.00
June 30, 2002                                                   3.25:1.00
September 30, 2002                                              3.25:1.00
December 31, 2002                                               3.00:1.00
March 31, 2003                                                  3.00:1.00
June 30, 2003                                                   3.00:1.00
September 30, 2003                                              3.00:1.00
December 31, 2003                                               3.00:1.00
March 31, 2004                                                  3.00:1.00
                                       -91-
<PAGE>

           Fiscal Quarter Ended                                   Ratio
           --------------------                                   -----
June 30, 2004                                                   3.00:1.00
September 30, 2004                                              3.00:1.00
December 31, 2004                                               3.00:1.00
March 31, 2005                                                  3.00:1.00
June 30, 2005                                                   3.00:1.00
September 30, 2005                                              3.00:1.00

                  8.12 Maximum Senior Leverage Ratio. The Parent will not permit
the Senior Leverage Ratio at any time during a fiscal quarter set forth below to
be greater than the ratio set forth opposite such fiscal quarter below:

           Fiscal Quarter Ended                                   Ratio
           --------------------                                   -----
September 30, 2000                                              2.95:1.00
December 31, 2000                                               2.75:1.00
March 31, 2001                                                  2.50:1.00
June 30, 2001                                                   2.50:1.00
September 30, 2001                                              2.25:1.00
December 31, 2001                                               2.25:1.00
March 31, 2002                                                  2.25:1.00
June 30, 2002                                                   2.25:1.00
September 30, 2002                                              2.25:1.00
December 31, 2002                                               2.00:1.00
March 31, 2003                                                  2.00:1.00
June 30, 2003                                                   2.00:1.00
September 30, 2003                                              2.00:1.00
December 31, 2003                                               2.00:1.00
March 31, 2004                                                  2.00:1.00
June 30, 2004                                                   2.00:1.00
September 30, 2004                                              2.00:1.00
December 31, 2004                                               2.00:1.00
March 31, 2005                                                  2.00:1.00
June 30, 2005                                                   2.00:1.00
September 30, 2005                                              2.00:1.00

                  8.13 Minimum EBITDA. The Parent will not permit its
Consolidated EBITDA for any Test Period ending on the last day of a fiscal
quarter set forth below to be less than an amount equal to the sum of (A) the
amount set forth opposite such fiscal quarter below plus (B) the product of (i)
85% and (ii) the amount of Acquired EBITDA for the four fiscal quarters
immediately preceding the date of the Permitted Acquisition of any Person,
business, division or product line acquired after the Third Restatement
Effective Date and prior to the respective fiscal quarter set forth above
pursuant to a Permitted Acquisition; provided, however, that (x) to the extent
such four quarter Acquired EBITDA is not audited, the Administrative Agent must
be satisfied with the amount of Acquired EBITDA being included for purposes of
setting the levels

                                       -92-
<PAGE>

for the covenant contained in this Section 8.13 (provided that if the
Administrative Agent has not notified the Borrower prior to the consummation of
the Permitted Acquisition that the Administrative Agent is not satisfied with
the amount of such Acquired EBITDA, the Administrative Agent shall be deemed
satisfied for purposes of this clause (x)), (y) all calculations and procedures
used in determining Acquired EBITDA must be in accordance with the definition of
"Pro Forma Basis" and (z) in any event, the amount of Acquired EBITDA of any
Person, business decision or product line acquired pursuant to a Permitted
Acquisition to be used for the purposes of clause (ii) above shall be set forth
in an officer's certificate provided by the Parent and delivered to the
Administrative Agent and to each of the Banks in connection with the respective
Permitted Acquisition:

           Fiscal Quarter Ended                                   Amount
           --------------------                                   ------
September 30, 2000                                             $92,000,000
December 31, 2000                                              $92,000,000
March 31, 2001                                                 $98,000,000
June 30, 2001                                                  $105,000,000
September 30, 2001                                             $108,000,000
December 31, 2001                                              $110,000,000
March 31, 2002                                                 $110,000,000
June 30, 2002                                                  $110,000,000
September 30, 2002                                             $110,000,000
December 31, 2002                                              $110,000,000
March 31, 2003                                                 $110,000,000
June 30, 2003                                                  $110,000,000
September 30, 2003                                             $110,000,000
December 31, 2003                                              $114,000,000
March 31, 2004                                                 $114,000,000
June 30, 2004                                                  $114,000,000
September 30, 2004                                             $114,000,000
December 31, 2004                                              $115,000,000
March 31, 2005                                                 $115,000,000
June 30, 2005                                                  $115,000,000
September 30, 2005                                             $115,000,000

                  8.14 Limitation on Voluntary Payments and Modification of
Existing Indebtedness; Limitation on Modifications of Certificate of
Incorporation, By-Laws and Certain Other Agreements; etc. (a) The Parent will
not, and will not permit any of its Subsidiaries to:

                  (i) make (or give any notice in respect of) any voluntary or
         optional payment or prepayment on or redemption (including pursuant to
         any change of control provision) or acquisition for value of
         (including, without limitation, by way of depositing with the trustee
         with respect thereto money or securities before due for the purpose of
         paying when due), or exchange of, or any involuntary prepayment or
         redemption as a result of any asset sale, change of control or similar
         event of, or set off any amounts against, any Existing Indebtedness
         (other than up to $1 million to prepay Capitalized Lease

                                       -93-
<PAGE>

         Obligations), any Senior Subordinated Credit Document, any Permitted
         Earn-Out Debt or any Permitted Seller Note, or, after the incurrence,
         issuance or delivery thereof, any Permitted Subordinated Refinancing
         Indebtedness or any Mezzanine Subordinated Note Document; provided
         however that the Senior Subordinated Bridge Loans and any Permitted
         Subordinated Refinancing Indebtedness may be Refinanced with the
         issuance or incurrence of Permitted Subordinated Refinancing
         Indebtedness or Mezzanine Subordinated Notes, as the case may be, in
         accordance with the requirements of the respective definitions thereof
         and the relevant provisions of this Agreement;

                  (ii) amend or modify, or permit the amendment or modification
         of, any provision of any Acquisition Document, FrontLine Transaction
         Contribution Document or the Existing Indebtedness or of any agreement
         relating to any of the foregoing except for such amendments or
         modifications which, in the aggregate or individually, could not
         reasonably be likely to be adverse to any Bank in its capacity as such;

                  (iii) amend or modify, or permit the amendment or modification
         of, any provision of any Senior Subordinated Credit Document, any PIK
         Preferred Stock Document, any Permitted Seller Note, any Permitted
         Earn-Out Debt or Seller Preferred Stock or of any agreement related to
         any of the foregoing or, after the incurrence, issuance or delivery
         thereof, any Permitted Subordinated Refinancing Indebtedness or any
         Mezzanine Subordinated Note Document;

                  (iv) materially amend, modify or change its Certificate of
         Incorporation (including, without limitation, by the filing or
         modification of any certificate of designation), By-Laws, limited
         liability company agreement, partnership agreement or any equivalent
         organizational document of Parent or any of its Subsidiaries, in a
         manner adverse to the Banks; provided, that the Parent and its
         Subsidiaries may amend their respective Certificates of Incorporation
         to change their names to the names set forth on Schedule XV on the
         Third Restatement Effective Date;

                  (v) amend, modify or change, terminate, or enter into any new
         Shareholders' Agreement or any other agreement with respect to its
         equity interests, except for such amendments, modifications or changes
         which, in the aggregate or individually could not reasonably be likely
         to be adverse to any Bank in its capacity as such;

                  (vi) amend, modify or change, terminate or enter into any new
         Tax Sharing Agreement;

                  (vii) amend, modify or change, or enter into any new
         Management Agreement, Employee Benefit Plan or Employment Agreement
         except if the aggregate cost to the Parent and its Subsidiaries as a
         result of such amendments, modifications, changes to such plans,
         agreements and contracts and new plans, agreements and contracts are
         not reasonably likely to have a material adverse effect on the
         performance, business, property, assets, nature of assets, liabilities,
         condition (financial or otherwise) or prospects of the Parent and its
         Subsidiaries taken as a whole;

                                       -94-
<PAGE>

                  (viii) amend, modify, change or terminate the Intercompany
         Agreement, except for such amendments, modifications or changes which,
         in the aggregate or individually could not reasonably be likely to be
         adverse to any Bank in its capacity as such; or

                  (ix) amend or modify, or permit the amendment or modification
         of, the Subordination Agreement (except for the addition of parties
         thereto as contemplated by this Agreement and the Subordination
         Agreement).

                  (b) Neither the Parent nor the Borrower shall designate any
Indebtedness (except Indebtedness pursuant to this Agreement) as "Designated
Senior Debt" (as defined in the Senior Subordinated Credit Agreement or, on and
after the execution and delivery thereof, in any Mezzanine Subordinated Note
Document or any agreement relating to Permitted Subordinated Refinancing
Indebtedness).

                  8.15 Limitation on Certain Restrictions on Subsidiaries. (a)
The Parent will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any Subsidiary of the Parent to (x)
pay Dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Parent or any Subsidiary
of the Parent, or pay any Indebtedness owed to the Parent or a Subsidiary of the
Parent, (y) make loans or advances to the Parent or any of the Parent's
Subsidiaries or (z) transfer any of its properties or assets to the Parent or
any of its Subsidiaries, except for such encumbrances or restrictions existing
under or by reason of (i) applicable law, (ii) this Agreement and the other
Credit Documents, (iii) the Senior Subordinated Credit Documents, (iv) customary
provisions restricting subletting or assignments of any lease governing a
leasehold interest of the Borrower or a Subsidiary of the Borrower, (v)
restrictions applicable to any Joint Venture that is a Subsidiary existing at
the time of the acquisition thereof as a result of an Investment pursuant to
Section 9.05; provided that the restrictions applicable to the respective such
Joint Venture are not made worse, or more burdensome, from the perspective of
the Borrower and its Subsidiaries, than those as in effect immediately before
giving effect to the consummation of the respective Investment or (vi) on and
after the execution and delivery thereof, the documentation governing the
Permitted Subordinated Refinancing Indebtedness and the Mezzanine Subordinated
Note Documents.

                  (b) The Parent will not, and will not permit any of its
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Non-Subsidiary Joint Venture to pay Dividends or make any other distributions on
its capital stock or any other interest or participation in its profits owned by
the Parent or any Subsidiary of the Parent, or pay any Indebtedness owed to the
Parent or a Subsidiary of the Parent, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law, (ii) this
Agreement and the other Credit Documents, (iii) the Senior Subordinated Credit
Documents, (iv) customary provisions restricting subletting or assignments of
any lease governing a leasehold interest of a Non-Subsidiary Joint Venture, (v)
restrictions applicable to any Non-Subsidiary Joint Venture existing at the time
of the acquisition thereof as a result of an Investment pursuant to Section
8.06(ix); provided that the restrictions applicable to the respective such
Non-Subsidiary Joint Venture are not made worse, or more burdensome,

                                       -95-
<PAGE>

from the perspective of the Parent and its Subsidiaries, than those as in effect
immediately before giving effect to the consummation of the respective
Investment or (vi) on and after the execution and delivery thereof, the
documentation governing the Permitted Subordinated Refinancing Indebtedness and
the Mezzanine Subordinated Note Documents.

                  8.16 Limitation on Issuance of Capital Stock and Other Equity
Interests. (a) The Parent will not permit any of its Subsidiaries to issue any
capital stock or other equity interests (including, without limitation, limited
liability company interests) (including by way of sales of treasury stock) or
any options or warrants to purchase, or securities convertible into, capital
stock, except (i) for transfers and replacements of then outstanding shares,
(ii) for stock splits, stock dividends and similar issuances which do not
decrease the percentage ownership of Parent or any of its Subsidiaries in any
class of the capital stock or other interests of such Subsidiary and (iii) upon
the formation of any new Subsidiaries as permitted by Section 8.18. Any stock or
other equity interests issued as permitted by this Section 8.16, if owned by the
Parent or any of the Parent's Subsidiaries, shall be immediately pledged as
Collateral and delivered pursuant to the Pledge Agreement.

                  (b) The Parent will not issue any capital stock or any options
or warrants to purchase, or securities convertible into, capital stock, except
for (i) issuances of Acceptable Common Stock (or options or warrants exercisable
into Acceptable Common Stock) where, after giving effect to such issuance, the
proceeds therefrom are applied in accordance with Section 3.02(A)(f), (ii) the
issuance of PIK Preferred Stock pursuant to the Preferred Equity Financing,
(iii) the issuance of shares of PIK Preferred Stock in payment of regularly
accruing dividends on theretofore outstanding shares of PIK Preferred Stock,
(iv) the issuance of Seller Preferred Stock in accordance with the requirements
of Section 7.15 and the definition thereof, (v) further issuances of shares of
Seller Preferred Stock in payment of regularly accruing dividends on theretofore
outstanding shares of Seller Preferred Stock issued in accordance with clause
(iv) above, (vi) the issuance of warrants to the lenders under the Senior
Subordinated Credit Agreement on the Third Restatement Effective Date in
accordance with the terms of the relevant Senior Subordinated Credit Documents
and (vii) the issuance of warrants to the holders of the Mezzanine Subordinated
Notes on the date of the issuance of the Mezzanine Subordinated Notes in
accordance with the terms of the relevant Mezzanine Subordinated Note Documents;
provided, however, that with respect to clause (i) above, no Default or Event of
Default will exist under Section 9.10 (or, in the case of issuance of options,
warrants, or convertible securities, no Default or Event of Default would exist
under Section 9.10 if such options, warrants or convertible securities were to
be exercised or converted).

                  8.17 Business. (a) The Parent will not, and will not permit
any of its Subsidiaries to, engage (directly or indirectly) in any business
other than a Permitted Business.

                  (b) Notwithstanding the foregoing or anything else where in
this Agreement to the contrary, the Parent will not engage in any business and
will not own any significant assets or have any material liabilities other than
(i) its ownership of the capital stock of the Borrower and the Development
Assets and (ii) liabilities under this Agreement and the other Documents to
which it is a party and resulting from its ownership of the Development Assets,
provided that the Parent may engage in those activities that are incidental to
(x) the maintenance

                                       -96-
<PAGE>

of its corporate existence in compliance with applicable law and (y) legal, tax
and accounting matters in connection with any of the foregoing activities.

                  8.18 Limitation on Creation of Subsidiaries and Joint
Ventures. (a) The Parent will not, and will not permit any of its Subsidiaries
to, establish, create or acquire any new Subsidiary (other than Joint Ventures
permitted to be established in accordance with the requirements of Section
8.06(ix)), except the Borrower and its Wholly-Owned Subsidiaries may acquire or
form Subsidiaries in connection with Permitted Acquisitions to the extent
otherwise permitted by this Agreement and may form new Subsidiaries in
connection with brokerage or similar operations or the opening of new executive
office suite business centers, so long as (x) such new Subsidiaries are
Wholly-Owned Subsidiaries, (y) such new Subsidiaries execute and deliver pledge
agreements, security agreements and guaranties in form and substance
satisfactory to the Administrative Agent and all capital stock of such
Subsidiary is pledged to the Collateral Agent for the benefit of the Secured
Creditors pursuant to a pledge agreement reasonably satisfactory to the
Administrative Agent and (z) such new Subsidiaries execute and deliver a
counterpart of (or otherwise become a party to) the Subordination Agreement.

                  (b) The Parent will not, and will not permit any of its
Subsidiaries to, enter into any Joint Ventures, except to the extent permitted
by Sections 8.06(ix).

                  8.19 Lease Agreements. The Parent and the Borrower will use
its commercially reasonable best efforts to cause each lease entered into by the
Borrower or any of its Subsidiaries to provide that the landlord thereunder
waives all statutory landlord liens and does not provide for any contractual
landlord liens.

                  8.20 Special Override Provisions. Notwithstanding anything to
the contrary contained in this Section 8, in no event shall the Parent or any of
its Subsidiaries take any action which in the absence of this Section 8.20 would
otherwise be permitted under this Section 8 to the extent any such action is
prohibited by any Senior Subordinated Credit Document or, on and after the
execution and delivery thereof, any Mezzanine Subordinated Note Document or the
documentation governing any Permitted Subordinated Refinancing Indebtedness.

                  Section 9. Events of Default. Subject to Section 12.16, upon
the occurrence of any of the following specified events (each, an "Event of
Default"):

                  9.01 Payments. The Borrower shall (i) default in the payment
when due of any principal of any Loan or any Note or Unpaid Drawing or (ii)
default, and such default shall continue unremedied for two or more Business
Days, in the payment when due of any interest on any Loan or Note or Unpaid
Drawing, or any Fees or any other amounts owing by it hereunder or thereunder;
or

                  9.02 Representations, etc. Any representation, warranty or
statement made by any Credit Party herein or in any other Credit Document or in
any certificate delivered pursuant hereto or thereto shall prove to be untrue in
any material respect on the date as of which made or deemed made; or

                                       -97-
<PAGE>

                  9.03 Covenants. Any Credit Party shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 7.01(g)(i), 7.08, 7.11, 7.15, 7.17 or 8 or (ii) default in the due
performance or observance by it of any other term, covenant or agreement
contained in any Credit Document and such default shall continue unremedied for
a period of 30 days after written notice to the Borrower by the Administrative
Agent or any Bank; or

                  9.04 Default Under Other Agreements. The Parent or any of its
Subsidiaries shall (i) default in any payment of any Indebtedness (other than
the Indebtedness referred to in Section 9.01) beyond the period of grace (not to
exceed 10 days), if any, provided in the instrument or agreement under which
such Indebtedness was created, (ii) default in the observance or performance of
any agreement or condition relating to any Indebtedness (other than the
Indebtedness referred to in Section 9.01) or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause (determined
without regard to whether any notice is required), such Indebtedness to become
due prior to its stated maturity and such default shall not have been cured or
waived, or (iii) any Indebtedness (other than the Indebtedness referred to in
Section 9.01) of the Parent or any of its Subsidiaries shall be declared to be
due and payable, or required to be prepaid other than by a regularly scheduled
required prepayment, prior to the stated maturity thereof; provided that it
shall not constitute an Event of Default pursuant to this Section 9.04 unless
the aggregate amount of all Indebtedness referred to in the preceding clauses
(i) through (iii) above exceeds $5,000,000 at any one time; or

                  9.05 Bankruptcy, etc. The Parent or any of its Material
Subsidiaries shall commence a voluntary case concerning itself under Title 11 of
the United States Code entitled "Bankruptcy," as now or hereafter in effect, or
any successor thereto (the "Bankruptcy Code"); or an involuntary case is
commenced against the Parent or any of its Material Subsidiaries and the
petition is not controverted within 10 days, or is not dismissed or discharged,
within 60 days, after commencement of the case; or a custodian (as defined in
the Bankruptcy Code) is appointed for, or takes charge of, all or substantially
all of the property of the Parent or any of its Material Subsidiaries, or the
Parent or any of its Material Subsidiaries commences any other proceeding under
any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Parent or any of its Material
Subsidiaries, or there is commenced against the Parent or any of its Material
Subsidiaries any such proceeding which remains undismissed or undischarged for a
period of 60 days, or the Parent or any of its Material Subsidiaries is
adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or the Parent or any of its
Material Subsidiaries suffers any appointment of any custodian or the like for
it or any substantial part of its property to continue undischarged or unstayed
for a period of 60 days; or the Parent or any of its Material Subsidiaries makes
a general assignment for the benefit of creditors; or any corporate action is
taken by the Parent or any of its Material Subsidiaries for the purpose of
effecting any of the foregoing; or

                                       -98-
<PAGE>

                  9.06 ERISA. (a) Any Plan shall fail to satisfy the minimum
funding standard required for any plan year or part thereof under Section 412 of
the Code or Section 302 of ERISA or a waiver of such standard or extension of
any amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66,
 .67 or .68 of PBGC Regulation 4043 shall be reasonably expected to occur with
respect to such Plan within the following 30 days, any Plan which is subject to
Title IV of ERISA shall have had or is likely to have a trustee appointed to
administer such Plan, any Plan or Multiemployer Plan which is subject to Title
IV of ERISA is, shall have been or is likely to be terminated or to be the
subject of termination proceedings under ERISA, any Plan shall have an Unfunded
Current Liability, a contribution required to be made with respect to a Plan,
Multiemployer Plan or Foreign Pension Plan has not been timely made, the Parent
or any Subsidiary of the Parent or any ERISA Affiliate has incurred or is likely
to incur any liability to or on account of a Plan or Multiemployer Plan under
Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of
ERISA or Section 401(a)(29), 4971 or 4975 of the Code or on account of a group
health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the
Code) under Section 4980B of the Code, or the Parent or any Subsidiary of the
Parent has incurred or is likely to incur liabilities pursuant to one or more
employee welfare benefit plans (as defined in Section 3(1) of ERISA) that
provide benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA) or Plans or Foreign Pension Plans, a
"default," within the meaning of Section 4219(c)(5) of ERISA, shall occur with
respect to any Multiemployer Plan; any applicable law, rule or regulation is
adopted, changed or interpreted, or the interpretation or administration thereof
is changed, in each case after the date hereof, by any governmental authority or
agency or by any court (a "Change in Law"), or, as a result of a Change in Law,
an event occurs following a Change in Law, with respect to or otherwise
affecting any Plan or Multiemployer Plan; (b) there shall result from any such
event or events the imposition of a lien, the granting of a security interest,
or a liability or a material risk of incurring a liability; and (c) such lien,
security interest or liability, individually, and/or in the aggregate, in the
opinion of the Required Banks, has had, or could reasonably be expected to have,
a material adverse effect upon the business, operations, condition (financial or
otherwise) or prospects of the Parent or any Subsidiary of the Parent; or

                  9.07 Security Documents. At any time after the execution and
delivery thereof, any of the Security Documents shall cease to be in full force
and effect or shall cease to give the Collateral Agent for the benefit of the
Secured Creditors the Liens, rights, powers and privileges purported to be
created thereby (including, without limitation, a perfected security interest
in, and Lien on, all of the Collateral), in favor of the Collateral Agent,
superior to and prior to the rights of all third Persons (except as permitted by
Section 6.11), and subject to no other Liens (except as permitted by Section
6.11), or any Credit Party shall default in the due performance or observance of
any term, covenant or agreement on its part to be performed or observed pursuant
to any of the Security Documents and such default shall continue beyond any
grace period specifically applicable thereto pursuant to the terms of such
Security Document; or

                                       -99-
<PAGE>

                  9.08 Guaranties. At any time after the execution and delivery
thereof, any Guaranty or any provision thereof shall cease to be in full force
or effect as to any Guarantor, or any Guarantor or any Person acting by or on
behalf of any Guarantor shall deny or disaffirm such Guarantor's obligations
under the respective Guaranty, or any Guarantor shall default in the due
performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to the respective Guaranty and such default shall
continue beyond any grace period specifically applicable thereto; or

                  9.09 Judgments. One or more judgments or decrees shall be
entered against the Parent or any of its Material Subsidiaries involving in the
aggregate for the Parent and its Material Subsidiaries a liability (not paid or
fully covered by a reputable insurance company) of $1,000,000 or more and all
such judgments or decrees shall not be satisfied, vacated, discharged or stayed
or bonded pending appeal for any period of 30 consecutive days; or

                  9.10 Change in Control. There shall be a Change in Control; or

                  9.11 Existing Letter of Credit Back-Stop Arrangements;
Existing Letter of Credit Cash Collateral Arrangements. At any time prior to the
date when all Existing Letters of Credits have terminated or been incorporated
as A Letters of Credit hereunder in accordance with Section 1A.01(d) either (x)
the Existing Letter of Credit Back-Stop Arrangements cease to be in effect, (y)
the Existing Letter of Credit Cash Collateral Arrangements cease to be in effect
(except to the extent the Existing Letters of Credit initially supported thereby
are supported by the Existing Letter of Credit Back-Stop Arrangements) or (z)
the Parent or any of its Subsidiaries becomes obligated to make any payment
under any Existing Letter of Credit that is not covered by the Existing Letter
of Credit Back-Stop Arrangements or the Existing Letter of Credit Cash
Collateral Arrangements; or

                  9.12 FrontLine Indemnification Contribution Agreement. On and
after the execution and delivery of the FrontLine Indemnification Contribution
Agreement, (i) the FrontLine Indemnification Contribution Agreement or any
material provision thereof shall cease to be in full force and effect except in
accordance with the terms thereof, (ii) FrontLine or any Person acting on behalf
of FrontLine shall deny or disaffirm its obligations under the FrontLine
Indemnification Contribution Agreement or (iii) FrontLine or any Person acting
on behalf of FrontLine shall default in the due performance or observance of any
material term, covenant or agreement on its part to be performed or observed
pursuant to the FrontLine Indemnification Contribution Agreement;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, upon the written request of
the Required Banks, shall by written notice to the Parent or the Borrower, take
any or all of the following actions, without prejudice to the rights of any
Agent, any Bank or the holder of any Note to enforce its claims against any
Credit Party (provided that, if an Event of Default specified in Section 9.05
shall occur with respect to the Borrower, the result which would occur upon the
giving of written notice by the Administrative Agent to the Borrower as
specified in clauses (i) and (ii) below shall occur automatically without the
giving of any such notice): (i) declare the Total Commitment terminated,
whereupon all Commitments of each Bank shall forthwith terminate

                                      -100-
<PAGE>

immediately and any Fees shall forthwith become due and payable without any
other notice of any kind; (ii) declare the principal of and any accrued interest
in respect of all Loans and the Notes and all Obligations owing hereunder and
thereunder to be, whereupon the same shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by each Credit Party; (iii) exercise any rights or remedies
under any of the Guaranties; (iv) terminate any Letter of Credit which may be
terminated in accordance with its terms; (v) direct the Borrower to pay (and the
Borrower agrees that upon receipt of such notice, or upon the occurrence of an
Event of Default specified in Section 9.05, it will pay) to the Collateral Agent
at the Payment Office such additional amount of cash, to be held as security by
the Collateral Agent for the benefit of the Banks in a cash collateral account
established and maintained by the Collateral Agent pursuant to a cash collateral
agreement in form and substance satisfactory to the Collateral Agent, as is
equal to the aggregate Stated Amount of all Letters of Credit then outstanding;
and (vi) enforce, as Collateral Agent, all of the Liens and security interests
created pursuant to the Security Documents.

                  Section 10.  Definitions and Accounting Terms.

                  10.01 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):

                  "A Drawing" shall have the meaning provided in Section
1A.05(b).

                  "A Issuing Bank" shall mean Paribas and any Bank which at the
request of the Borrower agrees, in such Bank's sole discretion, to become an A
Issuing Bank for the purpose of issuing A Letters of Credit pursuant to Section
1A; provided that in the case of any Existing Letter of Credit issued by Bank
Austria, Bank Austria shall (to the extent same is still a Bank hereunder at the
time of the respective incorporation thereof as described below) be the A
Issuing Bank with respect to such Existing Letter of Credit in connection with
the incorporation thereof hereunder as an "A Letter of Credit" as contemplated
by Section 1A.01(d). The sole A Issuing Bank on the Third Restatement Effective
Date is Paribas.

                  "A Letter of Credit" shall have the meaning provided in
Section 1A.01(a).

                  "A Letter of Credit Outstandings" shall mean, at any time, the
sum of (i) the aggregate Stated Amount of all outstanding A Letters of Credit
and (ii) the amount of all A Unpaid Drawings.

                  "A Participant" shall have the meaning provided in Section
1A.04(a).

                  "A Revolving Facility Borrowing Certificate" shall mean an
officer's certificate from the chief financial officer of the Borrower delivered
to the Administrative Agent, each Bank and each A Issuing Bank on the date of a
proposed Borrowing of A Revolving Loans or proposed issuance of an A Letter of
Credit (or incorporation of an Existing Letter of Credit as an A Letter of
Credit hereunder), (w) specifying the principal amount of A Revolving Loans the
Borrower proposes to incur and/or the Stated Amount of an A Letter of Credit the
Borrower is

                                      -101-
<PAGE>

requesting to be issued for its account (or of the Existing Letter of Credit the
Borrower wishes to designate as an A Letter of Credit issued for its account) on
such date (with the aggregate amounts specified in any such certificate being
called the "Permitted Revolving A Borrowing Amount"), (x) certifying that (i)
the Total Leverage Ratio determined on the date of delivery of such certificate
is less than 3.75:1.0 (calculated on a pro forma basis to give effect to each
Credit Event to occur on such date) and (ii) after giving effect to each Credit
Event to occur on such date, the Total Unutilized A Revolving Loan Commitment at
such time equals or exceeds the sum of (I) the maximum amount available to be
drawn under all Existing Letters of Credit outstanding at such time (in each
case determined without regard to whether any conditions or drawing could then
be met thereunder) which have not been incorporated as "A Letters of Credit"
hereunder as contemplated by Section 1A.01(d) plus (II) the aggregate amount of
all unreimbursed payments or disbursements made by issuing banks then
outstanding with respect to such Existing Letters of Credit, (y) in the case of
an Existing Letter of Credit to be incorporated as an "A Letter of Credit" under
this Agreement, specifying the details thereof and designating such Existing
Letter of Credit as an A Letter of Credit and (z) attaching the calculations
required to determine compliance with preceding clause (x).

                  "A Revolving Loan Commitment" shall mean, for each Bank, the
amount set forth opposite such Bank's name on Schedule I hereto directly below
the column entitled "A Revolving Loan Commitment," as same may be (x) reduced or
terminated from time to time pursuant to Sections 2.02, 3.02 and/or 9 or (y)
adjusted from time to time as a result of assignments to or from such Bank
pursuant to Section 1.12 or 12.04.

                  "A Revolving Loan Facility" shall mean the facility evidenced
by the Total A Revolving Loan Commitment.

                  "A Revolving Loan Maturity Date" shall mean November 6, 2003.

                  "A Revolving Loans" shall have the meaning provided in Section
1.01(e).

                  "A Revolving Note" shall have the meaning provided in Section
1.05(a)(v).

                  "A RL Percentage" of any Bank at any time shall mean a
fraction (expressed as a percentage) the numerator of which is the A Revolving
Loan Commitment of such Bank at such time and the denominator of which is the
Total A Revolving Loan Commitment at such time; provided that if the A RL
Percentage of any Bank is to be determined after the Total A Revolving Loan
Commitment has been terminated, then the A RL Percentages of the Banks shall be
determined immediately prior (and without giving effect) to such termination.

                  "A RL Repayment Percentage" shall mean, at any time, a
fraction (expressed as a percentage), the numerator of which is equal to the
Total A Revolving Loan Commitment in effect at such time and the denominator of
which is equal to the Total Revolving Loan Commitment in effect at such time;
provided that if the A RL Repayment Percentage of any Bank is to be determined
after the Total A Revolving Loan Commitment or the Total Revolving Loan
Commitment has been terminated, then the A RL Repayment Percentages of the Banks
shall be determined immediately prior (without giving effect) to any such
termination.

                                      -102-
<PAGE>

                  "A Term Loan" shall have the meaning provided in Section
1.01(a).

                  "A Term Loan Facility" shall mean the facility evidenced by
the outstanding A Term Loans.

                  "A Term Loan Maturity Date" shall mean June 30, 2002.

                  "A Term Note" shall have the meaning provided in Section
1.05(a)(i).

                  "A TL Percentage" shall mean, at any time, a fraction
(expressed as a percentage), the numerator of which is equal to the aggregate
principal amount of all A Term Loans outstanding at such time, and the
denominator of which is equal to the aggregate principal amount of all Term
Loans outstanding at such time and, after the Acquisition Loan Termination Date,
the aggregate principal amount of all Acquisition Loans outstanding at such
time.

                  "A Unpaid Drawings" shall have the meaning provided for in
Section 1A.05(a).

                  "Acceptable Common Stock" shall mean Parent Common Stock so
long as in connection with such issuance of Parent Common Stock, the holders
thereof are not granted any rights other than rights held by all holders of
Parent Common Stock on the Third Restatement Effective Date.

                  "Acquired EBITDA" shall mean, for any period, Consolidated
EBITDA of the Person or business, division or product line being acquired
pursuant to a Permitted Acquisition for such period (determined in accordance
with the definition of Consolidated EBITDA contained herein, but treating
references therein and in any other defined terms used in determining
Consolidated EBITDA to "the Parent" or "the Borrower" to instead be references
to the Person or business, division or product line being acquired pursuant to
the respective Permitted Acquisition and without giving effect to clauses (ii)
through (v) of, and the proviso contained in, the definition of Consolidated
EBITDA).

                  "Acquisitions" shall mean and include (i) the HQ Merger, (ii)
the HQ Common Stock Purchase, (iii) the UK/Lux Acquisition and (iv) the
Reorganization.

                  "Acquisition Commitment Percentage" shall mean at any time a
fraction (expressed as a percentage) the numerator of which is the Acquisition
Loan Commitment of such Bank at such time and the denominator of which is the
Total Acquisition Loan Commitment at such time.

                  "Acquisition Documents" shall mean (i) the HQ Merger
Agreement, (ii) the HQ Stock Purchase Agreement, (iii) the UK/Lux Stock Purchase
Agreement, (iv) the Second-Step Merger Agreement, (v) HQ Equity Rollover
Financing Documents, (vi) the Exchange Agreement, (vii) the Indemnification
Agreement and (viii) the other agreements, documents and instruments entered
into in connection with the Acquisitions, in each case as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

                                      -103-
<PAGE>

                  "Acquisition Loan" shall have the meaning provided in Section
1.01(d).

                  "Acquisition Loan Commitment" shall mean, with respect to each
Bank, the amount set forth opposite such Bank's name in Schedule I hereto
directly below the column entitled "Acquisition Loan Commitment," as the same
may be (x) reduced or terminated from time to time pursuant to Section 2.02,
2.03, 3.02 and/or 9 or (y) adjusted from time to time as a result of assignments
to or from such Bank pursuant to Section 1.12 or 12.04.

                  "Acquisition Loan Facility" shall mean the facility evidenced
by the Total Acquisition Loan Commitment.

                  "Acquisition Loan Maturity Date" shall mean November 6, 2003.

                  "Acquisition Loan Termination Date" shall mean November 6,
2000 or such earlier date on which the Total Acquisition Loan Commitment has
been permanently reduced to zero pursuant to Section 2.02 or Section 9.

                  "Acquisition Note" shall have the meaning provided in Section
1.05(a)(iv).

                  "Acquisition TL Percentage" shall mean, after the Acquisition
Loan Termination Date, a fraction (expressed as a percentage), the numerator of
which is equal to the aggregate principal amount of all Acquisition Loans
outstanding at such time and the denominator of which is equal to the aggregate
principal amount of all Term Loans and Acquisition Loans outstanding at such
time.

                  "Additional Collateral" shall mean all property (whether real
or personal) in which security interests are granted (or purported to be
granted) (and continue to be in effect at the time of determination) pursuant to
Section 7.15 or 7.17.

                  "Additional Permitted CapEx Amount" shall mean, as at any date
of determination, (i) in the event that the Total Leverage Ratio as set forth in
the certificate of the Parent then last delivered pursuant to Section 7.01(f)
exceeds 2.75:1.0 (or no such certificate is delivered pursuant to said Section),
$30,000,000, (ii) in the event that the Total Leverage Ratio as set forth in the
certificate of the Parent then last delivered pursuant to Section 7.01(f) is
less than or equal to 2.75:1.0 but greater than 2.5:1.0, $40,000,000 and (iii)
in the event that the Total Leverage Ratio as set forth in the certificate of
the Parent then last delivered pursuant to Section 7.01(f) is less than or equal
to 2.5:1.0, $50,000,000.

                  "Additional Security Documents" shall mean all mortgages,
pledge agreements, security agreements and other security documents entered into
pursuant to Section 7.15 or 7.17 with respect to Additional Collateral.

                  "Adjusted Consolidated Net Income" for any period shall mean
Consolidated Net Income for such period plus the sum of the amount of all net
non-cash charges (including, without limitation, depreciation, amortization,
deferred tax expense, non-cash interest expense and other non-cash charges)
included in arriving at Consolidated Net Income for such period less the sum of
the amount of all net non-cash gains or losses (exclusive of items reflected in

                                      -104-
<PAGE>


Adjusted Working Capital) and gains or losses from sales of assets included in
arriving at Consolidated Net Income for such period.

                  "Adjusted Working Capital" shall mean Consolidated Current
Assets (excluding cash and Cash Equivalents) minus Consolidated Current
Liabilities.

                  "Administrative Agent" shall have the meaning provided in the
first paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 11.09.

                  "Affiliate" shall mean, with respect to any Person, any other
Person directly or indirectly controlling (including but not limited to all
directors and officers of such Person), controlled by, or under direct or
indirect common control with, such Person; provided, however, that for purposes
of Section 8.07, an Affiliate of the Parent shall include any Person that
directly or indirectly (including through limited partner or general partner
interests) owns more than 5% of any class of the capital stock of the Parent and
for all purposes of this Agreement, neither any Agent, the Collateral Agent, any
Bank or any of their respective Affiliates, shall be considered an Affiliate of
the Parent or any of its Subsidiaries. A Person shall be deemed to control
another Person if such Person possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of such other
Person, whether through the ownership of voting securities, by contract or
otherwise.

                  "Affiliate Contracts" shall have the meaning provided in
Section 4.05.

                  "Affiliate Debt" shall mean any Indebtedness (including,
without limitation, any Intercompany Loans), whether now existing or hereafter
incurred, owed by the Parent or any of its Subsidiaries to the Parent or any
Subsidiaries, any Affiliate of the Parent or any employee of the Parent or any
of its Subsidiaries.

                  "Agents" shall mean and include the Administrative Agent, the
Syndication Agent, the Documentation Agent and the Managing Agent and shall
include any successor to any such Agent appointed pursuant to Section 11.09.

                  "Aggregate Available JV Basket Amount" shall mean, on any date
of determination, an amount equal to the sum of (i) $50,000,000 minus (ii) the
aggregate amount of Investments made (including for such purpose the fair market
value of any asset contributed to any Joint Venture (as determined in good faith
by senior management of the Borrower), net of Indebtedness and, without
duplication, Capitalized Lease Obligations assigned to, and assumed by, the
respective Joint Venture in connection therewith) pursuant to Section 8.06(ix)
after the Third Restatement Effective Date, minus (iii) the aggregate amount of
Indebtedness or other obligations (whether absolute, accrued, contingent or
otherwise and whether or not due) of any Joint Venture incurred after the Third
Restatement Effective Date for which the Parent or any of its Subsidiaries
(other than the respective Joint Venture) is liable, minus (iv) all payments
made by the Parent or any of its Subsidiaries (other than the respective Joint
Venture) in respect of Indebtedness or other obligations of the respective Joint
Venture (including, without limitation,

                                      -105-
<PAGE>

payments in respect of obligations described in preceding clause (iii)) after
the Third Restatement Effective Date.

                  "Aggregate Unutilized Commitment" with respect to any Bank at
any time shall mean the sum of (i) such Bank's Unutilized A Revolving Loan
Commitment at such time (if any) plus (ii) such Bank's Unutilized B Revolving
Loan Commitment at such time (if any) plus (iii) such Bank's Unutilized
Acquisition Loan Commitment at such time (if any).

                  "Agreement" shall mean this Amended and Restated Credit
Agreement, as modified, supplemented or amended from time to time.

                  "Annual Available JV Basket Amount" shall mean, on any date of
determination during any fiscal year of the Parent, an amount equal to the sum
of (i) $15,000,000 minus (ii) the aggregate amount of Investments made
(including for such purpose the fair market value of any asset contributed to
any Joint Venture (as determined in good faith by senior management of the
Borrower), net of Indebtedness and, without duplication, Capitalized Lease
Obligations assigned to, and assumed by, the respective Joint Venture in
connection therewith) pursuant to Section 8.06(ix) during such fiscal year,
minus (iii) the aggregate amount of Indebtedness or other obligations (whether
absolute, accrued, contingent or otherwise and whether or not due) of any Joint
Venture incurred during such fiscal year for which the Parent or any of its
Subsidiaries (other than the respective Joint Venture) is liable, minus (iv) all
payments made by the Parent or any of its Subsidiaries (other than the
respective Joint Venture) in respect of Indebtedness or other obligations of the
respective Joint Venture (including, without limitation, payments in respect of
obligations described in preceding clause (iii)) during such fiscal year.

                  "Applicable Margin" shall mean (A)(i) in the case of A Term
Loans, Acquisition Loans and A Revolving Loans which are maintained as Base Rate
Loans, 2.25%, (ii) in the case of B Term Loans and C Term Loans which are
maintained as Base Rate Loans, 3.00% and (iii) in the case of B Revolving Loans
which are maintained as Base Rate Loans, 2.50%, and (B)(i) in the case of A Term
Loans, Acquisition Loans and A Revolving Loans which are maintained as
Eurodollar Loans, 3.25%, (ii) in the case of B Term Loans and C Term Loans which
are maintained as Eurodollar Loans, 4.00% and (iii) in the case of B Revolving
Loans which are maintained as Eurodollar Loans, 3.50%.

                  "Available A Revolving Loan Commitment" for any Bank shall
mean, at any time, such Bank's A RL Percentage of the Total Available A
Revolving Loan Commitment.

                  "B Drawing" shall have the meaning provided in Section
1B.05(b).

                  "B Issuing Bank" shall mean Paribas and any Bank which at the
request of the Borrower agrees, in such Bank's sole discretion, to become a B
Issuing Bank for the purpose of issuing B Letters of Credit pursuant to Section
1B. The sole B Issuing Bank on the Third Restatement Effective Date is Paribas.

                  "B Letter of Credit" shall have the meaning provided in
Section 1B.01(a).

                                      -106-
<PAGE>

                  "B Letter of Credit Outstandings" shall mean, at any time, the
sum of (i) the aggregate Stated Amount of all outstanding B Letters of Credit
and (ii) the amount of all B Unpaid Drawings.

                  "B Participant" shall have the meaning provided in Section
1B.04(a).

                  "B Revolving Loan Commitment" shall mean, for each Bank, the
amount set forth opposite such Bank's name on Schedule I hereto directly below
the column entitled "B Revolving Loan Commitment," as same may be (x) reduced or
terminated from time to time pursuant to Sections 2.02, 3.02 and/or 9 or (y)
adjusted from time to time as a result of assignments to or from such Bank
pursuant to Section 1.12 or 12.04.

                  "B Revolving Loan Facility" shall mean the facility evidenced
by the Total B Revolving Loan Commitment.

                  "B Revolving Loan Maturity Date" shall mean May 31, 2005.

                  "B Revolving Loans" shall have the meaning provided in Section
1.01(f).

                  "B Revolving Note" shall have the meaning provided in Section
1.05(a)(vi).

                  "B RL Percentage" of any Bank at any time shall mean a
fraction (expressed as a percentage) the numerator of which is the B Revolving
Loan Commitment of such Bank at such time and the denominator of which is the
Total B Revolving Loan Commitment at such time; provided that if the B RL
Percentage of any Bank is to be determined after the Total B Revolving Loan
Commitment has been terminated, then the B RL Percentages of the Banks shall be
determined immediately prior (and without giving effect) to such termination.

                  "B RL Repayment Percentage" shall mean, at any time, a
fraction (expressed as a percentage), the numerator of which is equal to the
Total B Revolving Loan Commitment in effect at such time and the denominator of
which is equal to the Total Revolving Loan Commitment in effect at such time;
provided that if the B RL Repayment Percentage of any Bank is to be determined
after the Total B Revolving Loan Commitment or the Total Revolving Loan
Commitment has been terminated, then the B RL Repayment Percentages of the Banks
shall be determined immediately prior (without giving effect) to any such
termination.

                  "B Term Banks" shall have the meaning provided in Section
3.02(C).

                  "B Term Loan" shall have the meaning provided in Section
1.01(b).

                  "B Term Loan Facility" shall mean the facility evidenced by
the outstanding B Term Loans.

                  "B Term Loan Maturity Date" shall mean November 6, 2005.

                  "B Term Note" shall have the meaning provided in Section
1.05(a)(ii).

                                      -107-
<PAGE>

                  "B TL Percentage" shall mean, at any time, a fraction
(expressed as a percentage), the numerator of which is equal to the aggregate
principal amount of all B Term Loans outstanding at such time and the
denominator of which is equal to the aggregate principal amount of all Term
Loans outstanding at such time and, after the Acquisition Loan Termination Date,
the aggregate principal amount of all Acquisition Loans outstanding at such
time.

                  "B Unpaid Drawings" shall have the meaning provided for in
Section 1B.05(a).

                  "Back-Stop Letter of Credit Agreement" shall have the meaning
provided in Section 4.17(c).

                  "Bank" shall mean each financial institution listed on
Schedule I, as well as any institution which becomes a "Bank" hereunder pursuant
to Section 12.04 or Section 12.16.

                  "Bank Austria" shall mean Bank Austria Creditanstalt Corporate
Finance, Inc. and any successor thereto (by merger, consolidation or otherwise).

                  "Bank Austria L/C Reimbursement Agreement" shall have the
meaning provided in Section 4.17(c).

                  "Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any Borrowing or to fund
its portion of any unreimbursed payment under Section 1A.04(c) or Section
1B.04(c) or (ii) a Bank having notified in writing to the Borrower and/or the
Administrative Agent that it does not intend to comply with its obligations
under Section 1.01, including in either case as a result of any takeover of such
Bank by any regulatory authority or agency.

                  "Bankruptcy Code" shall have the meaning provided in Section
9.05.

                  "Base Rate" shall mean the higher of (i) 1/2 of 1% in excess
of the Federal Funds Rate and (ii) the Prime Lending Rate.

                  "Base Rate Loan" shall mean any Loan designated or deemed
designated as such by the Borrower at the time of the incurrence thereof or
conversion thereto.

                  "Borrower" shall mean (i) at any time prior to the HQ Merger,
Vantas, (ii) at any time after the HQ Merger and prior to the Second-Step
Merger, HQ, as the surviving corporation of the HQ Merger and (iii) on and after
the consummation of the Second-Step Merger, Merger Sub 2 as the surviving
corporation of the Second-Step Merger (which will be renamed "HQ Global
Workplaces, Inc." in accordance with the requirements of Section 7.20).

                  "Borrowing" shall mean the borrowing of one Type of Loan of a
single Tranche from all the Banks having Commitments or outstanding Loans with
respect to such Tranche on a pro rata basis on a given date (or resulting from a
conversion or conversions on such date) having in the case of Eurodollar Loans
the same Interest Period; provided that (x) Base Rate Loans incurred pursuant to
Section 1.10(b) shall be considered part of the related Borrowing of Eurodollar
Loans and (y) for purposes of Section 1.08, the term "Borrowing" shall mean and

                                      -108-
<PAGE>


include the continuation of Existing A Term Loans and Existing B Term Loans, in
each case on the Third Restatement Effective Date, as contemplated by Section
1.01.

                  "Business Center Agreement" shall mean any and all Leases
under which the Parent, the Borrower and/or any Subsidiary, in its capacity as
lessor, sublessor, landlord, sublandlord, franchisor, licensor, center, grantor
or otherwise, has granted or will hereafter grant to persons the right to use or
occupy space or otherwise use services provided at all or any portion of the
Real Property.

                  "Business Center Level EBITDA" with respect to any Development
Asset shall mean, for any period, Consolidated EBITDA of such Development Asset
for such period (determined in accordance with the definition of Consolidated
EBITDA contained herein, but treating references therein and in any other
defined terms used in determining Consolidated EBITDA to "the Parent" or "the
Borrower" to instead be references to such Development Asset and without giving
effect to clauses (ii) through (v) of, or the proviso contained in, the
definition of Consolidated EBITDA).

                  "Business Day" shall mean (i) for all purposes other than as
covered by clause (ii) below, any day except Saturday, Sunday and any day which
shall be in New York City a legal holiday or a day on which banking institutions
are authorized or required by law or other government action to close and (ii)
with respect to all notices and determinations in connection with, and payments
of principal and interest on, Eurodollar Loans, any day which is a Business Day
described in clause (i) above and which is also a day for trading by and between
banks in the New York interbank Eurodollar market.

                  "C Term Banks" shall have the meaning provided in Section
3.02(C).

                  "C Term Loan" shall have the meaning provided in Section
1.01(c).

                  "C Term Loan Commitment" shall mean, with respect to each
Bank, the amount set forth opposite such Bank's name in Schedule I to this
Agreement directly below the column entitled "C Term Loan Commitment," as the
same may have been (x) reduced or terminated pursuant to Section 2.03, 3.02
and/or 9 or (y) adjusted from time to time as a result of assignments to or from
such Bank pursuant to Section 1.12 or 12.04.

                  "C Term Loan Facility" shall mean the facility evidenced by
Total C Term Loan Commitment.

                  "C Term Loan Maturity Date" shall mean November 6, 2005.

                  "C TL Percentage" shall mean, at any time, a fraction
(expressed as a percentage), the numerator of which is equal to the aggregate
principal amount of all C Term Loans outstanding at such time, and the
denominator of which is equal to the aggregate principal amount of all Term
Loans outstanding at such time and, after the Acquisition Loan Termination Date,
the aggregate principal amount of all Acquisition Loans outstanding at such
time.

                                      -109-
<PAGE>

                  "Capital Expenditures" shall have the meaning provided in
Section 8.08.

                  "Capital Lease," as applied to any Person, shall mean any
lease of any property (whether real, personal or mixed) by that Person as lessee
which, in conformity with generally accepted accounting principles, is accounted
for as a capital lease on the balance sheet of that Person.

                  "Capitalized Lease Obligations" of any Person shall mean all
rental obligations under Capital Leases, in each case taken at the amount
thereof accounted for as Indebtedness in accordance with generally accepted
accounting principles.

                  "CarrAmerica" shall mean CarrAmerica Realty Corporation, a
Maryland corporation.

                  "Cash Equivalents" shall mean, as to any Person, (i)
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 six months from the date of acquisition, (ii) time deposits and
certificates of deposit of any commercial bank organized under the laws of the
United States, any State thereof or the District of Columbia having, or which is
the principal banking subsidiary of a bank holding company organized under the
laws of the United States, any State thereof, or the District of Columbia
having, capital, surplus and undivided profits aggregating in excess of
$200,000,000 and having a long-term unsecured debt rating of at least "A" or the
equivalent thereof from Standard & Poor's Corporation ("S&P") or "A2" or the
equivalent thereof from Moody's Investors Service, Inc. ("Moody's"), with
maturities of not more than six months from the date of acquisition by such
Person, (iii) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clause (i) above entered into
with any bank meeting the qualifications specified in clause (ii) above, (iv)
commercial paper issued by any Person incorporated in the United States rated at
least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent
thereof by Moody's and in each case maturing not more than six months after the
date of acquisition by such Person, (v) investments in money market funds
substantially all of whose assets are comprised of securities of the types
described in clauses (i) through (iv) above.

                  "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. ss. 9601 et seq.

                  "Change in Control" means the occurrence of one or more of the
following: (i) at any time prior to the consummation of a Qualified IPO,
FrontLine shall cease to have the power to appoint or elect or to control a
majority of the Board of Directors of the Parent (whether through the ownership
of voting stock, a Shareholders' Agreement or otherwise), (ii) at any time after
the consummation of a Qualified IPO, any Person, entity or "group" (within the
meaning of Section 13(d) and 14(d) of the Securities Exchange Act) shall have
the power to appoint or elect or to control more of the seats of the Board of
Directors of the Parent than FrontLine has the power to appoint or elect or
control, (iii) FrontLine shall cease to have record and beneficial

                                      -110-
<PAGE>

ownership of more than 30% of the voting stock of the Parent on a fully diluted
basis, (iv) if any Person, entity or "group" (within the meaning of Section
13(d) and 14(d) of the Securities Exchange Act) shall become the "beneficial
owner" (as defined in Rules 13(d) and 13(d)-5 under the Exchange Act, except
that a Person shall be deemed to have "beneficial ownership" of all securities
that such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
of any outstanding class of capital stock of the Parent having ordinary voting
power in the election of directors of the Parent (determined on a fully diluted
basis) than that owned beneficially and of record by FrontLine, (v) the Parent
shall cease to own 100% of the outstanding capital stock of the Borrower or
shall no longer control the Borrower, or (vi) a "Change of Control" or similar
event shall have occurred under any Senior Subordinated Credit Document or, on
and after the execution and delivery thereof, any document governing any
Permitted Subordinated Refinancing Indebtedness. For purposes of this
definition, "control" of any Person shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of its management or
policies, whether through the ownership of voting securities, by contract or
otherwise.

                  "Change in Law" shall have the meaning provided in Section
9.06.

                  "Claims" shall have the meaning provided in the definition of
"Environmental Claims."

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated and the rulings
issued thereunder. Section references to the Code are to the Code, as in effect
at the date of this Agreement, and to any subsequent provision of the Code,
amendatory thereof, supplemental thereto or substituted therefor.

                  "Collateral" shall mean all property (whether real or
personal) with respect to which any security interests have been granted (or
purport to be granted) pursuant to any Security Document, including, without
limitation, all Pledge Agreement Collateral, all Security Agreement Collateral,
all Additional Collateral, and all cash and Cash Equivalents delivered as
collateral pursuant to this Agreement or any other Credit Document.

                  "Collateral Agent" shall mean the Administrative Agent acting
as collateral agent for the Secured Creditors pursuant to the Security
Documents.

                  "Collective Bargaining Agreements" shall have the meaning
provided in Section 4.05.

                  "Commitment" shall mean, with respect to each Bank, such
Bank's C Term Loan Commitment, Acquisition Loan Commitment, A Revolving Loan
Commitment or B Revolving Loan Commitment, if any.

                  "Commitment Commission" shall have the meaning provided in
Section 2.01(a).

                  "Company" shall mean any corporation, limited company, limited
liability company, partnership or other business entity (or the adjectival form
thereof, where appropriate).

                                      -111-
<PAGE>

                  "Concentration Account" shall mean a separate account
established and maintained with the Concentration Account Bank for the benefit
of the Secured Creditors by the Parent and each of its Subsidiaries and in which
the Collateral Agent has a security interest pursuant to the Concentration
Account Consent Letter.

                  "Concentration Account Bank" shall mean Bankers Trust Company
or such other bank that may become a Concentration Account Bank in accordance
with the provisions of the Security Agreement.

                  "Concentration Account Consent Letter" shall have the meaning
provided in Section 7.18.

                  "Consolidated Current Assets" shall mean the consolidated
current assets of the Parent and its Subsidiaries.

                  "Consolidated Current Liabilities" shall mean the sum of (i)
the consolidated current liabilities of the Parent and its Subsidiaries plus
(ii) without duplication of amounts included pursuant to clause (i), Tenant
Deposits minus (iii) the current portion of any long-term Indebtedness which
would otherwise be included therein pursuant to clause (i) or (ii) above.

                  "Consolidated EBIT" shall mean, for any period, the
Consolidated Net Income before interest income, Consolidated Interest Expense
and provision for taxes and without giving effect to any extraordinary gains or
losses or gains or losses from sales of assets.

                  "Consolidated EBITDA" for any period shall mean Consolidated
EBIT, adjusted by adding thereto (i) the amount of all amortization of
intangibles and depreciation that was deducted in arriving at Consolidated Net
Income for such period, (ii) interest income of the Parent and its Subsidiaries
during such period, (iii) in the case of the Test Period ended September 30,
2000, (x) Merger and Integration Costs incurred by the Parent and its
Subsidiaries during such Test Period to the extent the aggregate amount of such
Merger and Integration Costs do not exceed $2,350,000 and (y) an adjustment for
specified synergies acceptable to the Agents of up to $3,500,000, (iv) (I) in
the case of the Test Period ended December 31, 2000, (x) Merger and Integration
Costs incurred by the Parent and its Subsidiaries during such Test Period to the
extent the aggregate amount of such Merger and Integration Costs do not exceed
$4,700,000 and (y) an adjustment for specified synergies acceptable to the
Agents of up to $7,000,000 and (II) in the case of the Test Period ended March
31, 2001, (x) Merger and Integration Costs incurred by the Parent and its
Subsidiaries during the fiscal quarter of the Parent ended December 31, 2000 to
the extent the aggregate amount of such Merger and Integration Costs do not
exceed $2,350,000 and (y) an adjustment for specified synergies acceptable to
the Agents of up to $3,500,000, and (v) net losses resulting from the
Development Assets held by the Parent during such period, and adjusted further
for any increase or decrease in accrued rent liabilities during such period;
provided, however, that (I) for purposes of determining compliance with Sections
8.09 and 8.10, all calculations of Consolidated EBITDA for the Test Period then
last ended prior to the date of determination shall include contributions from
Permitted Acquisitions made following the first day of the respective Test
Period, (II) for purposes of determining compliance with Sections 8.11, 8.12 and
8.13 and for determining the Total Leverage Ratio for purposes of this
Agreement, all calculations of Consolidated EBITDA for the Test Period then last
ended prior to the date of determination shall be determined by taking
Consolidated EBITDA for such Test Period as determined pursuant to this
definition (but excluding contributions from Permitted Acquisitions made
following the first day of the respective Test Period) multiplied by 2 (or, in
the case of the Test Period ended September 30, 2000, by 4), (III) for purposes
of determining compliance with Sections 8.11 and 8.12 and for determining the

                                      -112-
<PAGE>


Total Leverage Ratio for purposes of this Agreement, calculations of
Consolidated EBITDA shall be made on a Pro Forma Basis in accordance with the
requirements of the definition thereof, (IV) for purposes of determining
compliance with Section 8.13, the Acquired EBITDA of any Person, business,
division or product line acquired pursuant to a Permitted Acquisition during the
Test Period then last ended for the four fiscal quarters prior to such Permitted
Acquisition shall be included as Consolidated EBITDA, so long as all
calculations of such Acquired EBITDA shall be made in accordance with clause
(ii) of the definition of "Pro Forma Basis", (V) for determinations of
Consolidated EBITDA for all purposes of this Agreement, Discounted Domestic
Consolidated EBITDA shall be excluded in determining Consolidated EBITDA to the
extent that such Discounted Domestic Consolidated EBITDA exceeds 10% of
Consolidated EBITDA (determined in accordance with this definition as if this
clause (V) were not applicable), it being understood and agreed, however, that
to the extent that any portion of Consolidated EBITDA which constituted
Discounted Domestic Consolidated EBITDA during any Test Period for which
compliance with Section 8.09, 8.10 or 8.13 is being determined ceases to be
Discounted Domestic Consolidated EBITDA as at the end of such Test Period, then
the amount of such Discounted Domestic Consolidated EBITDA shall be included for
the entire Test Period, and (VI) for determinations of Consolidated EBITDA for
all purposes of this Agreement, Excluded International Consolidated EBITDA shall
be excluded in determining Consolidated EBITDA to the extent that such Excluded
International Consolidated EBITDA exceeds 25% of the Consolidated EBITDA
(determined in accordance with this definition as if this clause (VI) were not
applicable).

                  "Consolidated Indebtedness" shall mean, at any time, all
Indebtedness of the Parent and its Subsidiaries determined on a consolidated
basis (excluding all Indebtedness of the type described in clause (vii) of the
definition thereof, except to the extent amounts are owing with respect thereto
upon the termination of the respective agreement constituting such Indebtedness)
plus any original issue discount attributable to such Indebtedness minus cash on
hand and Cash Equivalents of the Parent and its Subsidiaries at such time
(excluding cash and Cash Equivalents collateralizing Existing Letters of Credit
pursuant to the Existing Letter of Credit Cash Collateral Arrangements);
provided that the term "Consolidated Indebtedness" as used herein shall not
include any Contingent Obligation of the Parent or any of its Subsidiaries in
respect of the Master Leases.

                  "Consolidated Interest Expense" shall mean, for any period,
the total consolidated interest expense of the Parent and its Subsidiaries for
such period (calculated without regard to any limitations on the payment
thereof) payable during such period in respect of all Indebtedness of the Parent
and its Subsidiaries, on a consolidated basis, for such period (including,
without duplication, that portion of Capitalized Lease Obligations of the Parent
and its Subsidiaries representing the interest factor for such period); provided
that the term "Indebtedness" as used

                                      -113-
<PAGE>

herein shall not include any Contingent Obligation of the Parent or any of its
Subsidiaries in respect of the Master Leases.

                  "Consolidated Net Income" shall mean, for any period, net
income of the Parent and its Subsidiaries for such period determined on a
consolidated basis (after provision for taxes); provided, however, (x) the net
income of any Subsidiary of the Parent, which is not a Wholly-Owned Subsidiary,
shall have its net income included in the Consolidated Net Income of the Parent
and its Subsidiaries only (i) to the extent of the amount of such net income
corresponding to the Borrower's ownership percentage interest in such Subsidiary
and (ii) if there are no restrictions or limitation whether by law, contractual
or otherwise to pay the dividends or distributions under the preceding clause
(i) hereto to the Borrower and (y) except to the extent expressly required by
the definition of "Consolidated EBITDA" or "Pro Forma Basis", the net income (or
loss) of any Person accrued prior to the date it becomes a Subsidiary or all or
substantially all of the property or assets of such Person are acquired by a
Subsidiary shall be excluded in computing Consolidated Net Income.

                  "Contingent Obligation" shall mean, as to any Person, any
obligation of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other obligations ("primary obligations") of
any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds (x) for the purchase or payment of any such primary obligation or
(y) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the holder of such primary obligation against loss in respect thereof;
provided, however, that the term Contingent Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Contingent Obligation shall be deemed to be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Contingent Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

                  "Credit Documents" shall mean this Agreement, each Note, each
Notice of Borrowing, each Notice of Conversion, each Letter of Credit, each
Letter of Credit Request, the Subsidiaries Guaranty, each Security Document,
each A Revolving Facility Borrowing Certificate, the Subordination Agreement
and, on and after the execution and delivery thereof, the FrontLine
Indemnification Contribution Agreement, and any letter agreements or other
documents executed in connection with any of the above.

                  "Credit Event" shall mean the making of any Loan or the
issuance of any Letter of Credit.

                                      -114-
<PAGE>

                  "Credit Party" shall mean the Parent, the Borrower and each
Subsidiary Guarantor.

                  "Debt Agreements" shall have the meaning provided in Section
4.05.

                  "Default" shall mean any event, act or condition which with
notice or lapse of time, or both, would constitute an Event of Default.

                  "Defaulting Bank" shall mean any Bank with respect to which a
Bank Default is then in effect.

                  "Development Assets" shall mean the assets set forth on
Schedule XX hereto (provided that at the time of any contribution by the Parent
to the Borrower of a Development Asset pursuant to Section 8.06(xiv), such
Schedule shall be automatically amended to delete therefrom the Development
Asset so contributed).

                  "Discounted Domestic Consolidated EBITDA" shall mean, for any
period, any portion of Consolidated EBITDA (determined without regard to clause
(V) of the proviso to the definition thereof) for such period relating to the
Parent or any Subsidiary of the Parent which is party to a Lease in which any
Person has a first Lien which is superior to any Lien created or purported to be
created pursuant to any Security Document in favor of the Secured Creditors.

                  "Dividend" with respect to any Person shall mean that such
Person has declared or paid a dividend or returned any equity capital to its
stockholders (including, without limitation, its preferred stockholders) or
authorized or made any other distribution, payment or delivery of property
(other than common stock of such Person) or cash to its stockholders in their
capacity as stockholders, or redeemed, retired, purchased or otherwise acquired,
directly or indirectly, for a consideration any shares of any class of its
capital stock outstanding on or after the Third Restatement Effective Date (or
any options or warrants issued by such Person with respect to its capital
stock), or set aside any funds for any of the foregoing purposes, or shall have
permitted any of its Subsidiaries to purchase or otherwise acquire for a
consideration any shares of any class of the capital stock of such Person
outstanding on or after the Third Restatement Effective Date (or any options or
warrants issued by such Person with respect to its capital stock). Without
limiting the foregoing, "Dividends" with respect to any Person shall also
include all cash payments made or required to be made by such Person with
respect to any stock appreciation rights, equity incentive plans or any similar
plans or setting aside of any funds for the foregoing purposes.

                  "Documentation Agent" shall have the meaning provided in the
first paragraph of the Agreement and shall include any successor to the
Documentation Agent appointed pursuant to Section 11.09.

                  "Documents" shall mean and include (i) each Credit Document,
(ii) each Senior Subordinated Credit Document, (iii) each Acquisition Document,
(iv) each PIK Preferred Stock Document, (v) each HQ Equity Rollover Financing
Document, (vi) each FrontLine Transaction Contribution Document and (vii) each
Refinancing Document.

                                      -115-
<PAGE>

                  "Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States.

                  "Domestic Subsidiary", shall mean, as to any Person, each
Subsidiary of such person that is incorporated under the laws of the United
States, any State or territory thereof or the District of Columbia.

                  "Eligible Transferee" shall mean and include a commercial
bank, financial institution, collaterized loan investment vehicle, fund,
insurance company or other "accredited investor" (as defined in Regulation D of
the Securities Act) other than individuals, or a "qualified institutional buyer"
as defined in Rule 144A of the Securities Act.

                  "Employee Benefit Plans" shall have the meaning provided in
Section 4.05.

                  "Employee Stock Proceeds Payment Period" shall have the
meaning provided in Section 3.02(A)(f).

                  "Employee Stock Proceeds" shall have the meaning provided in
Section 3.02(A)(f).

                  "Employment Agreements" shall have the meaning provided in
Section 4.05.

                  "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of noncompliance or violation, investigations or proceedings relating in
any way to any violation of, or liability under, any Environmental Law or any
permit issued, or any approval given, under any such Environmental Law
(hereafter, "Claims"), including, without limitation, (a) any and all Claims by
governmental or regulatory authorities for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (b) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials arising from alleged injury
or threat of injury to health, safety or the environment.

                  "Environmental Law" shall mean any Federal, state, foreign or
local statute, law, rule, regulation, ordinance, code, policy and rule of common
law now or hereafter in effect (including, without limitation, the EPA guidance
on asbestos abatement and removal) and in each case as amended, and any judicial
or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, relating to the environment,
health, safety or Hazardous Materials, including, without limitation, CERCLA;
RCRA; the Federal Water Pollution Control Act, as amended, 33 U.S.C.ss. 1251 et
seq.; the Toxic Substances Control Act, 15 U.S.C.ss. 7401 et seq.; the Clean Air
Act, 42 U.S.C.ss. 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C.ss. 3803
et seq.; the Oil Pollution Act of 1990, 33 U.S.C.ss. 2701 et seq.; the
Occupational Safety and Health Act, 29 U.S.C.ss.651 et seq.; and any applicable
state and local or foreign counterparts or equivalents.

                  "Equity Exchange" shall have the meaning provided in Section
4.16(d).

                                       -116-
<PAGE>

                  "Equity Investors" shall mean EOP Operating Limited
Partnership, Fortress HQ LLC, Stichting Pensioenfonds ABP, First Union Real
Estate Equity and Mortgage Investments, CIBC WMC Inc., CIBC Employee Private
Equity Fund Partners, AEW Targeted Securities Fund, L.P., AEW Targeted
Securities Fund II, L.P., Blackacre Capital Partners, L.P. and Paribas North
America, Inc.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder. Section references to ERISA are to ERISA, as in
effect at the date of this Agreement, and to any subsequent provisions of ERISA,
amendatory thereof, supplemental thereto or substituted therefor.

                  "ERISA Affiliate" shall mean each person (as defined in
Section 3(9) of ERISA) which together with the Parent or a Subsidiary of the
Parent would be deemed to be a "single employer" (i) within the meaning of
Section 414(b), (c), (m) or (o) of the Code or (ii) as a result of the Parent or
a Subsidiary of the Parent being or having been a general partner of such
person.

                  "Eurodollar Loan" shall mean each Loan designated as such by
the Borrower at the time of the incurrence thereof or conversion thereto.

                  "Event of Default" shall have the meaning provided in Section
9.

                  "Excess Cash Flow" shall mean, for any period, the remainder
of (i) the sum of (a) Adjusted Consolidated Net Income for such period, and (b)
the decrease, if any, in Adjusted Working Capital from the first day to the last
day of such period, minus (ii) the sum of (a) the amount of cash Capital
Expenditures (to the extent not financed with Indebtedness but not in excess of
the amounts permitted pursuant to Section 8.08) made by the Borrower and its
Subsidiaries on a consolidated basis during such period, (b) the amount of
permanent principal payments of Indebtedness for borrowed money of the Parent
and its Subsidiaries (other than repayments of Loans); provided that repayments
of Loans shall be deducted in determining Excess Cash Flow if such repayments
were applied to Scheduled Repayments required to be made during such period,
were made as a voluntary prepayment with internally generated funds (but in the
case of a voluntary prepayment of A Revolving Loans, a voluntary prepayment of B
Revolving Loans or a voluntary prepayment of Acquisition Loans prior to the
Acquisition Loan Termination Date, only to the extent accompanied by a voluntary
reduction to the Total A Revolving Loan Commitment, Total B Revolving Loan
Commitments or to the Total Acquisition Loan Commitment, as the case may be)
during such period, (c) the amount of cash expended in respect of Permitted
Acquisitions during such period (to the extent not financed with Indebtedness)
and (d) the increase, if any, in Adjusted Working Capital from the first day to
the last day of such period. In making the foregoing determinations under clause
(i)(b) or (ii)(d) of the immediately preceding sentence, the amount of the
Adjusted Working Capital acquired as a result of each Permitted Acquisition
which occurred during the respective period for which Excess Cash Flow is being
determined shall have been deemed to have been acquired on the first day of such
period.

                                      -117-
<PAGE>

                  "Excess Cash Flow Payment Date" shall mean the date occurring
90 days after the last day of a fiscal year of the Parent (commencing with its
fiscal year ending December 31, 2000).

                  "Excess Cash Flow Payment Period" shall mean (a) the period
from the Third Restatement Effective Date to and including December 31, 2000 and
(b) each fiscal year of the Parent thereafter.

                  "Exchange Agreement" shall mean the Exchange Agreement, dated
as of May 31, 2000, between the Parent and FrontLine, as the same may be
amended, modified or supplemented from time to time pursuant to the terms hereof
and thereof.

                  "Excluded International Consolidated EBITDA" shall mean, for
any period, any portion of Consolidated EBITDA (determined without regard to
clause (VI) of the proviso to the definition thereof) for such period relating
to (x) International Locations of Parent and its Subsidiaries or (y) any Foreign
Subsidiary of the Parent all or any part of whose assets in which the Secured
Creditors do not have a first perfected security interest (other than an asset
subject to a Permitted Lien).

                  "Existing Bank" shall mean each Person which was a Bank under,
and as defined in, the Second Amended and Restated Credit Agreement.

                  "Existing Indebtedness" shall have the meaning provided in
Section 6.22.

                  "Existing HQ Credit Agreement" shall mean the Amended and
Restated Revolving Credit Agreement, dated as of August 27, 1998, among HQ
(formerly known as Omnioffices, Inc.), various financial institutions party
thereto, and Morgan Guaranty as a lender, arranger and lead agent, as in effect
on the Third Restatement Effective Date.

                  "Existing Letter of Credit Back-Stop Arrangements" shall mean
issuance of back-stop letters of credit in favor of Morgan Guaranty and Paribas
pursuant to the Back-Stop Letter of Credit Agreement as contemplated by Section
4.17(c).

                  "Existing Letter of Credit Cash Collateral Arrangements" shall
have the meaning provided in Section 4.17(c).

                  "Existing Letters of Credit" shall have the meaning provided
in Section 1A.01(d).

                  "Existing RL Bank" shall mean each Bank under, and as defined
in, the Second Amended and Restated Credit Agreement with outstanding Existing
Revolving Loans on the Third Restatement Effective Date (immediately prior to
giving effect thereto).

                  "Existing Revolving Loans" shall mean the "Revolving Loans"
under, and as defined in, the Second Amended and Restated Credit Agreement.

                                      -118-
<PAGE>

                  "Existing A Term Loan Bank" shall mean each Bank under, and as
defined in, the Second Amended and Restated Credit Agreement with outstanding
Existing A Term Loans on the Third Restatement Effective Date (immediately prior
to giving effect thereto).

                  "Existing A Term Loans" shall mean the "A Term Loans" under,
and as defined in, the Second Amended and Restated Credit Agreement.

                  "Existing B Term Loan Bank" shall mean each Bank under, and as
defined in, the Second Amended and Restated Credit Agreement with outstanding
Existing B Term Loans on the Third Restatement Effective Date (immediately prior
to giving effect thereto).

                  "Existing B Term Loans" shall mean the "B Term Loans" under,
and as defined in, the Second Amended and Restated Credit Agreement.

                  "Facing Fee" shall have the meaning provided in Section
2.01(b).

                  "Federal Funds Rate" shall mean for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.

                  "Fees" shall mean all amounts payable pursuant to or referred
to in Section 2.01.

                  "First Union" shall mean First Union National Bank and any
successor thereto (by merger, consolidation or otherwise).

                  "First Union L/C Cash Collateral Agreement" shall have the
meaning provided in Section 4.17(c).

                  "Fixed Charge Coverage Ratio" for any period shall mean the
ratio of (x) Consolidated EBITDA less the amount of all cash Capital
Expenditures for such period (other than cash Capital Expenditures made with
Retained Excess Cash Flow during such period in reliance on Section 8.08(d)) to
(y) Fixed Charges for such period.

                  "Fixed Charges" for any period shall mean the sum of (i)
Consolidated Interest Expense for such period, (ii) the aggregate principal
amount of all scheduled repayments of Indebtedness (whether or not paid)
(including the principal portion of rentals under Capitalized Lease Obligations
but excluding repayment of A Revolving Loans not accompanied by a permanent
reduction to the Total A Revolving Loan Commitment, excluding repayments of B
Revolving Loans not accompanied by a permanent reduction to the Total B
Revolving Loan Commitment, and excluding repayments of Acquisition Loans prior
to the Acquisition Loan Termination Date not accompanied by a permanent
reduction to the Total Acquisition Loan Commitment, as the case may be) and
(iii) taxes paid by the Parent and its Subsidiaries for such

                                      -119-
<PAGE>

period (including taxes paid during such period by the Person or business,
division or product line acquired by the Borrower or any of its Subsidiaries
pursuant to a Permitted Acquisition during such period; provided, however, the
amount of such taxes shall be audited or otherwise acceptable to the
Administrative Agent and provided further, that if the Administrative Agent has
not notified the Borrower on or prior to the fifth day prior to the consummation
of the Permitted Acquisition that the Administrative Agent is not satisfied with
the amount of such taxes, the Administrative Agent shall be deemed to be so
satisfied).

                  "Foreign Pension Plan" shall mean any plan, fund (including,
without limitation, any superannuation fund) or other similar program
established or maintained outside the United States of America or any territory
thereof by the Parent or any one or more of its Subsidiaries primarily for the
benefit of employees of the Parent or such Subsidiaries residing outside the
United States of America, which plan, fund or other similar program provides, or
results in, retirement income, a deferral of income in contemplation of
retirement or payments to be made upon termination of employment, and which plan
is not subject to ERISA or the Code.

                  "Foreign Subsidiary" shall mean, as to any Person, each
Subsidiary of any such Person which is not a Domestic Subsidiary.

                  "Four Quarter Calculation Period" shall have the meaning
provided in Section 7.15(a)(vii).

                  "FrontLine" shall mean FrontLine Capital Group, a Delaware
corporation (formerly known as Reckson Services Industries, Inc.).

                  "FrontLine Indemnity Contribution" shall mean a "Capital
Contribution" under, and as defined in, the FrontLine Indemnification
Contribution Agreement.

                  "FrontLine Indemnification Contribution Agreement" shall have
the meaning provided in Section 12.18(f).

                  "FrontLine Transaction Contribution" shall have the meaning
provided in Section 4.16(e).

                  "FrontLine Transaction Contribution Documents" shall mean the
agreements, documents and instruments entered into in connection with the
FrontLine Transaction Contribution, in each case as the same may be amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof.

                  "Guaranties" shall mean and include the Parent Guaranty and
each of the Subsidiaries Guaranties executed by the Subsidiaries of the
Borrower.

                  "Guaranteed Creditors" shall mean and include each of the Bank
Creditors and the Other Creditors.

                  "Guaranteed Obligations" shall mean (i) the principal and
interest on each Note issued to each Bank, and all Loans made, under this
Agreement, together with all the other

                                      -120-
<PAGE>

obligations (including obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would become due) and liabilities
(including, without limitation, indemnities, Fees and interest thereon) of the
Borrower to each Bank, the Agents and the Collateral Agent now existing or
hereafter incurred under, arising out of or in connection with this Agreement or
any other Credit Document and the due performance and compliance with all the
terms, conditions and agreements contained in the Credit Documents by the
Borrower and (ii) all obligations (including obligations which, but for the
automatic stay under Section 362(a) of the Bankruptcy Code, would become due)
and liabilities of the Borrower or any of its Subsidiaries owing under any
Interest Rate Protection Agreement and any Other Hedging Agreement entered into
by the Borrower or any of its Subsidiaries with any Bank or any affiliate
thereof (even if such Bank subsequently ceases to be a Bank under this Agreement
for any reason) so long as such Bank or affiliate participates in such Interest
Rate Protection or Other Hedging Agreement, and their subsequent assigns, if
any, whether now in existence or hereafter arising, and the due performance and
compliance with all terms, conditions and agreements contained therein.

                  "Guarantor" shall mean the Parent and each Subsidiary
Guarantor.

                  "Hazardous Materials" means (a) petroleum or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain, dielectric fluid containing levels of polychlorinated biphenyls, and
radon gas; (b) any chemicals, materials or substances defined as or included in
the definition of "hazardous substances," "hazardous waste," "hazardous
materials," "extremely hazardous substances," "restricted hazardous waste,"
"toxic substances," "toxic pollutants," "contaminants," or "pollutants," or
words of similar meaning and regulatory effect, under any applicable
Environmental Law; and (c) any other chemical, material or substance, exposure
to which is prohibited, limited or regulated under applicable Environmental
Laws.

                  "HQ" shall mean HQ Global Workplaces, Inc., a Delaware
corporation.

                  "HQ Common Stock Purchase" shall have the meaning provided in
Section 4.16(b).

                  "HQ Equity Rollover" shall have the meaning provided in
Section 4.16(a).

                  "HQ Equity Rollover Financing Documents" shall mean the
agreements and documents entered into in connection with the HQ Equity Rollover,
in each case as the same may be amended, modified or supplemented from time to
time in accordance with the terms hereof and thereof.

                  "HQ Merger" shall mean the merger of Vantas with and into HQ
pursuant to, and in accordance with the terms of, the HQ Merger Agreement, with
HQ as the surviving corporation of such merger,

                  "HQ Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of January 20, 2000, among Vantas, FrontLine, CarrAmerica and
HQ, as the same may be
                                      -121-
<PAGE>

amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

                  "HQ Stock Purchase Agreement" shall mean the Stock Purchase
Agreement, dated as of January 20, 2000, between CarrAmerica and HQ (as
surviving corporation of the HQ Merger and the assignee of FrontLine), as the
same may be amended, modified or supplemented from time to time in accordance
with the terms hereof and thereof.

                  "Indebtedness" shall mean, as to any Person, without
duplication, (i) all indebtedness (including principal, interest, fees and
charges) of such Person for borrowed money or for the deferred purchase price of
property or services other than trade payables, (ii) the maximum amount
available to be drawn under all letters of credit issued for the account of such
Person and all unpaid drawings in respect of such letters of credit, (iii) all
Indebtedness of the types described in clause (i), (ii), (iv), (v), (vi), (vii)
or (viii) of this definition secured by any Lien on any property owned by such
Person, whether or not such Indebtedness has been assumed by such Person, (iv)
all Capitalized Lease Obligations of such Person, (v) all obligations of such
Person to pay a specified purchase price for goods or services, whether or not
delivered or accepted, i.e., take-or-pay and similar obligations, (vi) all
Contingent Obligations of such Person and (vii) all obligations under any
Interest Rate Protection or Other Hedging Agreement or under any similar type of
agreement entered into with a Person not a Bank or an affiliate of a Bank;
provided, however, that so long as the Existing Letter of Credit Back-Stop
Arrangements and/or the Existing Letter of Credit Cash Collateral Arrangements
remain in effect with respect to all Existing Letters of Credit which have not
been incorporated hereunder as A Letters of Credit, the amount available to be
drawn under any Existing Letters of Credit issued for the account of the
Borrower or any of its Subsidiaries and all unpaid drawings in respect of such
Existing Letters of Credit shall not be considered Indebtedness until such
Existing Letter of Credit is incorporated as an "A Letter of Credit" hereunder
in accordance with the requirements of Section 1A.01(d).

                  "Indebtedness to be Refinanced" shall mean all Indebtedness
set forth on Schedule XVII which is to be repaid in full on the Third
Restatement Effective Date as part of the Refinancing.

                  Indemnification Agreement" means the Indemnification and
Escrow Agreement, dated as of May 31, 2000, by and among FrontLine, CarrAmerica,
the other shareholders, warrantholders and optionees of HQ party thereto, and
Citibank, N.A., as escrow agent.

                  "Indemnified Matters" shall have the meaning provided in
Section 12.01.

                  "Indemnitees" shall have the meaning provided in Section
12.01.

                  "Initial Eurodollar Loan Borrowing Date" shall mean a date
occurring at least three Business Days following the Third Restatement Effective
Date and no more than seven days following the Third Restatement Effective Date
on which a Borrowing of Eurodollar Loans occurs or on which a conversion of Base
Rate Loans into Eurodollar Loans occurs; provided, however, there may only be
one Initial Eurodollar Loan Borrowing Date.

                                      -122-
<PAGE>

                  "Intellectual Property" shall have the meaning provided in
Section 6.21.

                  "Intercompany Agreement" shall mean the Intercompany
Agreement, dated as of December 31, 1998 by and between Alliance National
Incorporated and Reckson Service Industries, Inc.

                  "Intercompany Loan" shall have the meaning provided in Section
8.06(xii).

                  "Intercompany Notes" shall mean promissory notes, in the form
of Exhibit L, evidencing Intercompany Loans.

                  "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

                  "Interest Period" shall have the meaning provided in Section
1.09.

                  "Interest Rate Protection or Other Hedging Agreements" shall
have the meaning provided in the Security Documents.

                  "International Locations" shall mean the office locations
outside the United States and Permitted Acquisitions made outside the United
States by the Parent and its Subsidiaries.

                  "Investment" shall have the meaning provided in the preamble
to Section 8.06.

                  "Issuing Bank" shall mean and include each A Issuing Bank and
each B Issuing Bank.

                  "Joint Venture" shall mean any Person, other than an
individual or a Wholly-Owned Subsidiary of the Parent, (i) in which the Parent
or a Subsidiary of the Parent holds or acquires an ownership interest (whether
by way of capital stock, partnership or limited liability company interest, or
other evidence of ownership) and (ii) which is engaged in a Permitted Business.

                  "L/C Reimbursement Agreements" shall have the meaning provided
in Section 4.17(c).

                  "L/C Supportable Indebtedness" shall mean (i) obligations of
the Borrower or any of its Subsidiaries incurred in the ordinary course of
business with respect to workers compensation, surety bonds and other similar
statutory obligations and security deposits for landlords and (ii) such other
obligations of the Borrower or any of its Subsidiaries as are reasonably
acceptable to the Issuing Bank and otherwise permitted to exist pursuant to the
terms of this Agreement.

                  "Leaseholds" of any Person means all the right, title and
interest of such Person as lessee or licensee in, to and under Leases or
licenses of land, improvements and/or fixtures.

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<PAGE>

                  "Leases" shall mean any and all leases, tenancies, options,
concession agreements, rental agreements, occupancy agreements, franchise
agreements, client agreements, service agreements, office service agreements,
office access agreements and any other agreements (including, without
limitation, all amendments, extensions, replacements, renewals, modifications
and/or guarantees thereof), whether or not of record and whether now in
existence or hereafter, entered into, affecting the use or occupancy of, or use
of services provided at, all or any portion of any Real Property.

                  "Letter of Credit" shall mean and include each A Letter of
Credit and each B Letter of Credit.

                  "Letter of Credit Fee" shall have the meaning provided in
Section 2.01(c).

                  "Letter of Credit Outstandings" shall mean, at any time, the
sum of (i) all A Letter of Credit Outstandings at such time and (ii) all B
Letter of Credit Outstandings at such time.

                  "Letter of Credit Request" shall have the meaning provided in
Section 1A.03(a).

                  "Lien" shall mean any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other),
preference, priority or other security agreement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any financing or similar statement or notice filed under
the UCC or any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

                   "Lockbox Agreement" shall have the meaning provided in
Section 7.18(b).

                  "Lockbox Bank" shall have the meaning provided in Section
7.18(b).

                  "Lockboxes" shall have the meaning provided in Section
7.18(b).

                  "Loan" shall mean each Term Loan, each Revolving Loan and each
Acquisition Loan.

                  "Maintenance and Up-Grade Capital Expenditures" shall mean
Capital Expenditures made by the Borrower or any of its Subsidiaries to the
extent not constituting (i) Permitted Acquisitions (including Start-Up Costs) or
(ii) Investments in Joint Ventures made pursuant to Section 8.06(ix).

                  "Management Agreements" shall have the meaning provided in
Section 4.05.

                  "Managing Agent" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Margin Stock" shall have the meaning provided in Regulation
U.

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<PAGE>

                  "Master Leases" shall mean any and all Leases under which the
Parent, the Borrower, any Subsidiary of the Parent and/or any Joint Venture of
any Subsidiary of the Parent, in its capacity as lessee, sublease, tenant,
subtenant, franchisee, licensee, grantee or otherwise, has been or will
hereafter be granted the right to use or occupy all or any portion of the Real
Property.

                  "Material Contracts" shall have the meaning provided in
Section 4.05.

                  "Material Subsidiary" shall mean (i) any Subsidiary of the
Parent which is a "significant subsidiary" as defined in Article I, Rule 1-02 of
Regulation S-X (as in effect on the Third Restatement Effective Date) or (ii)
any one or more Subsidiaries of the Parent that (x) are not otherwise Material
Subsidiaries, (y) as to which any event described in Section 9.05 has occurred
and is continuing and (z) would together constitute a Material Subsidiary under
clause (i) of this definition.

                  "Maturity Date" with respect to a Tranche shall mean the A
Term Loan Maturity Date, the B Term Loan Maturity Date, the C Term Loan Maturity
Date, the Acquisition Loan Maturity Date, A Revolving Loan Maturity Date or the
B Revolving Loan Maturity Date, as the case may be.

                  "Merger and Integration Costs" shall mean certain one-time
costs and expenses incurred by the Parent and its Subsidiaries in connection
with the Acquisitions (including, without limitation, severance and
restructuring costs).

                  "Merger Sub 2" shall mean HQ Merger Subsidiary, Inc., a
Delaware corporation (to be renamed "HQ Global Workplaces, Inc." in accordance
with the requirements of Section 7.20).

                  "Mezzanine Subordinated Notes" shall mean the mezzanine
subordinated notes issued by the Borrower pursuant to the Mezzanine Subordinated
Note Purchase Agreement to Refinance all or a portion of the then outstanding
Senior Subordinated Bridge Loans or Permitted Subordinated Refinancing
Indebtedness. The issuance of Mezzanine Subordinated Notes shall be deemed to be
a representation and warranty by the Borrower that all conditions thereto have
been satisfied in all material respects and that same is permitted in accordance
with the terms of this Agreement, which representation and warranty shall be
deemed to be a representation and warranty for all purposes hereunder,
including, without limitation, Sections 5 and 9.

                  "Mezzanine Subordinated Note Documents" shall mean, on and
after the execution and delivery thereof, (i) the Mezzanine Subordinated Note
Purchase Agreement, (ii) the Mezzanine Subordinated Notes and (iii) each other
agreement, document or instrument relating to the issuance of the Mezzanine
Subordinated Notes (including the execution copies of the documents attached as
exhibits to the Mezzanine Subordinated Note Purchase Agreement), in each case as
the same may be amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof.

                                      -125-
<PAGE>

                  "Mezzanine Subordinated Note Purchase Agreement" shall mean,
on and after the execution and delivery thereof, a Note and Warrant Purchase
Agreement in the form of Exhibit N hereto (with such changes thereto as are
approved by the Required Banks or, in the case of changes that are determined by
the Administrative Agent in its sole discretion not to be material to the
interests of the Banks, by the Administrative Agent), as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

                  "Minimum Borrowing Amount" shall mean (i) for Base Rate Loans,
$500,000, and (ii) for Eurodollar Loans, $1,000,000.

                  "Morgan Guaranty" shall mean Morgan Guaranty Trust Company of
New York.

                  "Morgan Guaranty L/C Reimbursement Agreement" shall have the
meaning provided in Section 4.17(c).

                  "Multiemployer Plan" shall mean any multiemployer plan as
defined in Section 4001(a)(3) of ERISA, which is maintained or contributed to by
(or to which there is an obligation to contribute of) the Parent or a Subsidiary
of the Parent or an ERISA Affiliate, and each such plan for the five year period
immediately following the latest date on which the Parent, or a Subsidiary of
the Parent or an ERISA Affiliate maintained, contributed to or had an obligation
to contribute to such plan.

                  "Net Sale Proceeds" shall mean for any sale of assets, the
gross cash proceeds (including any cash received by way of deferred payment
pursuant to a promissory note, receivable or otherwise, but only as and when
received) received from such sale, net of reasonable transaction costs
(including, without limitation, attorneys' fees), the amount of such gross cash
proceeds required to be used to permanently repay any Indebtedness which is
secured by the respective assets which were sold, and the estimated marginal
increase in income taxes which will be payable by the Parent's consolidated
group as a result of such sale.

                  "Non-Subsidiary Joint Venture" shall mean each Joint Venture
which is not a Subsidiary of the Parent.

                  "Note" shall mean each A Term Note, each B Term Note, each C
Term Note, each Acquisition Note , each A Revolving Note and each B Revolving
Note.

                  "Notice of Borrowing" shall have the meaning provided in
Section 1.03(a).

                  "Notice of Conversion" shall have the meaning provided in
Section 1.06.

                  "Notice Office" shall mean the office of the Administrative
Agent located at 787 Seventh Avenue, New York, New York 10019, Attention: Darryl
Monasebian, or such other office as the Administrative Agent may hereafter
designate in writing as such to the other parties hereto.

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<PAGE>

                  "Obligations" shall mean all amounts owing to the Agents, the
Collateral Agent, the Issuing Banks or any Bank pursuant to the terms of this
Agreement or any other Credit Document.

                  "Omni Lux" shall mean OmniOffices (Lux) 1929 Holding Company
S.A., a corporation organized under the laws of Luxembourg.

                  "Omni UK" shall mean OmniOffices (UK) Limited, a corporation
organized under the laws of England.

                  "Original Credit Agreement" shall mean the Credit Agreement,
dated as of January 16, 1997, among Vantas, the Banks party thereto and the
Administrative Agent.

                  "Original Effective Date" shall mean January 16, 1997.

                  "Other Creditors" shall mean and include each Person (other
than any Credit Party) party to an Interest Rate Protection or Other Hedging
Agreement to the extent that such Person constitutes a Bank or a Secured
Creditor under the Security Documents.

                  "Parent" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Parent Common Stock" shall have the meaning provided in
Section 6.14(a).

                  "Parent Guaranty" shall mean the guaranty of the Parent
pursuant to Section 13 of this Agreement.

                  "Paribas" shall mean BNP Paribas (formerly known as Paribas),
a French banking organization acting through its New York Branch.

                  "Paribas L/C Reimbursement Agreement" shall have the meaning
provided in Section 4.17(c).

                  "Payment Office" shall mean the office of the Administrative
Agent located at 787 Seventh Avenue, New York, New York 10019, Attention:
Anthony Garcia (Fax: 212-841-2217, or such other office as the Administrative
Agent may hereafter designate in writing as such to the other parties hereto.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

                  "Permitted Acquisition Notice" shall have the meaning provided
in Section 7.15(a)(ii).

                  "Permitted Acquisition" shall mean (I) the acquisition by the
Borrower or any of its Wholly-Owned Subsidiaries of assets (but not Real
Property other than Leaseholds) constituting all or substantially all of a
business, business unit, division or product line of any Person not

                                      -127-
<PAGE>

already a Subsidiary of the Borrower or 100% of the capital stock of any such
Person, although any such acquisition shall only be a Permitted Acquisition so
long as (A) the consideration therefor consists solely of cash on hand,
issuances of Parent Common Stock, Seller Preferred Stock, Permitted Seller
Notes, Permitted Earn-Out Debt and the assumption of Capitalized Lease
Obligations and tenant security deposits; (B) the assets acquired, or the
business of the Person whose stock is acquired, shall be in a Permitted
Business; (C) those acquisitions that are structured as asset acquisitions shall
be consummated through a new Subsidiary formed by the Borrower, which shall be a
Wholly-Owned Subsidiary of the Borrower, to effect such acquisition and (D)
those acquisitions that are structured as stock acquisitions shall be effected
through a purchase of 100% of the capital stock of such Person by the Borrower
or a newly formed Wholly-Owned Subsidiary or through a merger between such
Person and a newly-formed direct Wholly-Owned Subsidiary of the Borrower, as the
case may be, so that after giving effect to such merger 100% of the capital
stock of the surviving corporation of such merger is owned by the Borrower and
(II) Start-Up Costs. Notwithstanding anything to the contrary contained in the
immediately preceding sentence, an acquisition shall be a Permitted Acquisition
only if all requirements of Section 7.15 with respect to Permitted Acquisitions
are met with respect thereto.

                  "Permitted Business" shall mean the business of operating
executive office suite centers, which shall include the outsourcing of office
operations both on an on-site and off-site basis and the outsourcing of business
support services for customers or clients of the Borrower or its Subsidiaries.

                  "Permitted Earn-Out Debt" shall mean Indebtedness of the
Borrower incurred in connection with a Permitted Acquisition and in accordance
with Section 7.15, which Indebtedness is not secured by any assets of the Parent
or any of its Subsidiaries (including, without limitation, the assets so
acquired) and is only payable by the Borrower upon the passage of time (e.g.,
non-compete payments) or in the event certain future performance goals are
achieved with respect to the assets acquired; provided that such Indebtedness
shall only constitute Permitted Earn-Out Debt to the extent the terms of such
Indebtedness expressly limit the maximum potential liability of the Borrower
with respect thereto and all such other terms shall be in form and substance
satisfactory to the Administrative Agent.

                  "Permitted Equity Issuances" shall mean issuances of Parent
Common Stock or Seller Preferred Stock by the Parent as consideration in
Permitted Acquisitions, but only to the extent permitted pursuant to Sections
7.15 and 8.16.

                  "Permitted Liens" shall have the meaning provided in Section
8.01.

                  "Permitted Quarterly CapEx Amount" shall mean, (i) with
respect to any fiscal quarter (the "specified fiscal quarter") of the Parent,
other than the fiscal quarter ending March 31, 2001, an amount equal to (x)
Consolidated EBITDA for the fiscal quarter ending six months prior to the end of
such specified fiscal quarter less (y) Fixed Charges for the fiscal quarter
ending six months prior to the end of such specified fiscal quarter multiplied
by 1.05; and (ii) for the fiscal quarter ending March 31, 2001, an amount equal
to (x) Consolidated EBITDA for the fiscal quarter ending September 30, 2000
multiplied by 2.00 less (y) Fixed Charges for the

                                      -128-
<PAGE>

fiscal quarter ending September 30, 2000 multiplied by 2.10 less (z) Capital
Expenditures (including Permitted Acquisitions and Investments in Joint
Ventures) which were made during the fiscal quarter ending December 31, 2000.
For purposes of this definition, the term "Consolidated EBITDA" shall be
determined using the definition thereof as if (i) each reference to "Test
Period" in clauses (iii) and (iv) were instead a reference to the term "fiscal
quarter" and (ii) the references to "$4,700,000" and "$7,000,000" were instead
references to "$2,350,000" and "$3,500,000", respectively.

                  "Permitted Revolving A Borrowing Amount" shall have the
meaning provided in the definition of A Revolving Facility Borrowing Certificate
contained in this Section 10.01.

                  "Permitted Seller Notes" shall mean notes in an aggregate
principal amount of $4,000,000 issued by the Borrower to sellers of stock or
assets in a Permitted Acquisition and issued in accordance with Section 7.15,
which notes may be senior but shall be unsecured and unguaranteed, and shall
otherwise be in form and substance satisfactory to the Administrative Agent.

                  "Permitted Subordinated Refinancing Indebtedness" shall mean
any Indebtedness of the Borrower and the Subsidiary Guarantors incurred to
Refinance, in whole or in part, the Senior Subordinated Bridge Loans or any
Indebtedness issued to so Refinance any such Indebtedness (but for the avoidance
of doubt, excluding in any event any Indebtedness evidenced by Mezzanine
Subordinated Notes), so long as (a) such Indebtedness has (x) a weighted average
life to maturity greater than or equal to the weighted average life to maturity
of the Indebtedness being Refinanced and (y) a final maturity identical to or
later than the final maturity of the Indebtedness being Refinanced, (b) such
refinancing, renewal or replacement does not (i) increase the principal amount
of the Indebtedness being Refinanced and outstanding immediately prior to such
refinancing, renewal or replacement or (ii) add guarantors, obligors or security
from that which applied to such Indebtedness being Refinanced, (c) such
Indebtedness has substantially the same (or, from the perspective of the
Lenders, more favorable) subordination provisions as those contained in the
Senior Subordinated Credit Agreement, and (d) all other terms applicable to such
Indebtedness to be Refinanced (including, without limitation, with respect to
the amortization schedules, redemption provisions, maturities, covenants,
defaults and remedies), are not, taken as a whole, materially less favorable to
the respective borrower than those previously existing with respect to the
Indebtedness being Refinanced. As used herein, the term "Permitted Subordinated
Refinancing Indebtedness" shall in any event include any Term Loan under, and as
defined in, the Senior Subordinated Credit Agreement into which any Senior
Subordinated Bridge Loan may be converted pursuant to, and in accordance with
the terms of, the Senior Subordinated Credit Agreement. The issuance of
Permitted Subordinated Refinancing Indebtedness shall be deemed to be a
representation and warranty by the Borrower that all conditions thereto have
been satisfied in all material respects and that same is permitted in accordance
with the terms of this Agreement, which representation and warranty shall be
deemed to be a representation and warranty for all purposes hereunder,
including, without limitation, Sections 5 and 9.

                                      -129-
<PAGE>

                  "Person" shall mean any individual, limited liability company,
partnership, joint venture, firm, corporation, association, trust or other
enterprise or any government or political subdivision or any agency, department
or instrumentality thereof.

                  "PIK Preferred Stock" shall have the meaning provided in
Section 4.16(d).

                  "PIK Preferred Stock Documents" shall mean the PIK Preferred
Stock, the PIK Preferred Stock Purchase Agreements, the Certificate of
Designation in respect of the PIK Preferred Stock and the other agreements,
documents and instruments entered into in connection with the issuance of PIK
Preferred Stock, in each case as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof.

                  "PIK Preferred Stock Purchase Agreements" shall mean the
Purchase Agreements, dated as of May 31, 2000, each between FrontLine and an
Equity Investor, in each case as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof.

                  "Plan" shall mean any pension plan, as defined in Section 3(2)
of ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) the Parent, a Subsidiary of the Parent or an ERISA
Affiliate, and each such plan for the five year period immediately following the
latest date on which the Parent, a Subsidiary of the Parent or an ERISA
Affiliate maintained, contributed to or had an obligation to contribute to such
plan.

                  "Pledge Agreement" shall have the meaning provided in Section
4.07.

                  "Pledge Agreement Collateral" shall mean all "Collateral" as
defined in the Pledge Agreement.

                  "Pledged Securities" shall have the meaning assigned that term
in the Pledge Agreement.

                  "Preferred Equity Financing" shall have the meaning provided
in Section 4.16(d).

                  "Prime Lending Rate" shall mean the rate which Bankers Trust
Company announces from time to time as its prime lending rate, the Prime Lending
Rate to change when and as such prime lending rate changes. The Prime Lending
Rate is a reference rate and does not necessarily represent the lowest or best
rate actually charged to any customer by Paribas or Bankers Trust Company, who
may make commercial loans or other loans at rates of interest at, above or below
the Prime Lending Rate.

                  "Pro Forma Basis" shall mean, with respect to any Permitted
Acquisition, the calculation of the consolidated results of the Parent and its
Subsidiaries otherwise determined in accordance with this Agreement as if the
respective Permitted Acquisition (and all other Permitted Acquisitions
consummated during the respective Two Quarter Calculation Period or thereafter
and prior to the date of determination pursuant to Section 7.15 or other
applicable provision of this Agreement) had been effected on the first day of
the respective Two Quarter

                                      -130-
<PAGE>

Calculation Period; provided that all calculations shall take into account the
following assumptions:

                  (i) if any Indebtedness is incurred pursuant to the respective
         Permitted Acquisition (or was incurred in any other Permitted
         Acquisition which occurred during the relevant Two Quarter Calculation
         Period or thereafter and prior to the date of determination) then all
         such Indebtedness shall be deemed to have been outstanding from the
         first day of the respective Two Quarter Calculation Period (and the
         interest expense associated with such Indebtedness, shall be determined
         at the actual rates applicable thereto or which would have been
         applicable had such debt been outstanding for the whole such period and
         shall be included in determining Consolidated Interest Expense on such
         Pro Forma Basis) and all Indebtedness that was outstanding during the
         Two Quarter Calculation Period or thereafter and prior to the date of
         the Permitted Acquisition but not outstanding on the date of the
         Permitted Acquisition shall be deemed to have been repaid in full on
         the first day of the Two Quarter Calculation Period; and

                  (ii) (a) all calculations of Acquired EBITDA (and the other
         components of the definition of Consolidated EBITDA included therein)
         shall include only the Consolidated EBITDA of the Parent and its
         Subsidiaries (and the other components of the definition of Acquired
         EBITDA included therein) during the relevant Two Quarter Calculation
         Period and shall not include any Acquired EBITDA (or other components)
         of the Person or business, division or product line being acquired
         pursuant to the Permitted Acquisition unless either (x) such Acquired
         EBITDA of the Person or business, division or product line being
         acquired has been audited for the entire Four Quarter Calculation
         Period by any of the "big five" or (y) in the case of calculations
         based on unaudited financial statements, (i) adjustments to Acquired
         EBITDA with respect to each Permitted Acquisition shall only include
         (A) immediate cost reductions associated with overhead eliminations and
         (B) adjustments to reflect the Borrower's contractual rates for
         services (rather than the former owners' rates) whether additive or
         deductive to Consolidated EBITDA and (ii) the Administrative Agent
         shall be reasonably satisfied with the amounts of Acquired EBITDA (and
         the other components) of such Person or business, division or product
         line being acquired pursuant to the respective Permitted Acquisition;
         provided, however, that so long as the Borrower has furnished the
         Administrative Agent all relevant information with respect to the
         amount of Acquired EBITDA of such Person or business, division or
         product line being acquired pursuant to the respective Permitted
         Acquisition, if the Administrative Agent has not notified the Borrower
         on or prior to the fifth day prior to the consummation of the Permitted
         Acquisition that the Administrative Agent is not satisfied with the
         amount of Acquired EBITDA, the Administrative Agent shall be deemed for
         purposes of this clause (ii) to be so satisfied.

                  "Product Agreements" shall have the meaning provided in the
Intercompany Agreement.

                  "Property Income" shall mean, with respect to each Real
Property, all rents, income, issues, profits and other benefits now or hereafter
received or collected by or on behalf of the Borrower or any of its Subsidiaries
from the related Real Property or under or in con-

                                      -131-
<PAGE>

nection with the related Leases, including, without limitation, all income
received from room rentals, food and beverage operations, vending machines,
telecommunications, business center activities, retail, parking, tenants,
transient guests, lessees, licensees and concessionaires and other persons
occupying space at such Real Property and/or rendering services to such Real
Property's occupants and guests.

                  "Projections" shall have the meaning provided in Section 4.15
but shall include the projections delivered pursuant to Section 12.18(d) to the
extent required by said Section.

                  "Qualified Public Offering" means an initial public offering
and sale of Parent Common Stock for cash (i) pursuant to which the Parent and/or
selling stockholders shall receive gross cash proceeds (before deducting
underwriter's discounts and commissions) in an aggregate amount of at least
$100,000,000, (ii) which is underwritten on a firm commitment basis by a
nationally recognized investment banking firm, (iii) in which such Parent Common
Stock is distributed beneficially to at least 100 Persons, and (iv) which is
made pursuant to an effective registration statement on form S-1 under the
Securities Act or any successor form thereto, whether such Parent Common Stock
is registered for sale for the Parents' own account or for the account of any
selling stockholder.

                  "Quarterly Payment Date" shall mean the last Business Day of
each March, June, September and December of each calendar year.

                  "Quoted Rate" shall mean (a) the offered quotation to
first-class banks in the New York interbank Eurodollar market by the
Administrative Agent for U.S. dollar deposits of amounts in immediately
available funds comparable to the outstanding principal amount of the Eurodollar
Loan of the Administrative Agent for which an interest rate is then being
determined with maturities comparable to the Interest Period applicable to such
Eurodollar Loan determined as of 10:00 a.m. (New York time) on the date which is
two Business Days prior to the commencement of such Interest Period, divided
(and rounded upward to the next whole multiple of 1/16 of 1%) by (b) a
percentage equal to 100% minus the then stated maximum rate of all reserve
requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) applicable to any member bank of the
Federal Reserve System in respect of Eurocurrency funding or liabilities as
defined in Regulation D (or any successor category of liabilities under
Regulation D).

                  "RCRA" shall mean the Resource Conservation and Recovery Act,
as the same may be amended from time to time, 42 U.S.C. ss. 6901 et seq.

                  "Real Property" of any Person shall mean all the right, title
and interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

                  "Recovery Event" shall mean the receipt by the Parent or any
Subsidiary of the Parent of any cash insurance proceeds from key-man life
insurance or liability insurance or insurance payable by reason of theft,
physical destruction or damage or any other similar event with respect to any
properties or assets of the Parent or any Subsidiary of the Parent (including,
without limitation, business interruption insurance).

                                      -132-
<PAGE>

                  "Refinance" shall mean, with respect to any then outstanding
Indebtedness, the issuance of Indebtedness issued or given in exchange for, or
the proceeds of which are used to, extend, refinance, renew, replace, substitute
or refund such theretofore outstanding Indebtedness.

                  "Refinancing" shall mean the refinancing transactions
described in Section 4.17 (including the establishment of the Existing Letter of
Credit Back-Stop Arrangements).

                  "Refinancing Documents" shall mean all of the agreements,
documents and instruments entered into in connection with the Refinancing
(including the L/C Reimbursement Agreements and the Back-Stop Letter of Credit
Agreement).

                  "Register" shall have its meaning provided in Section 7.16.

                  "Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing reserve requirements.

                  "Regulation S-X" shall mean Regulation S-X under the
Securities Exchange Act.

                  "Regulation T" shall mean Regulation T of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

                  "Regulation U" shall mean Regulation U of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

                  "Regulation X" shall mean Regulation X of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

                  "Related Fund" shall mean, with respect to any Bank that is a
fund that invests in loans, any other fund that invests in loans and is managed
by the same investment advisor as such Bank or by an Affiliate of such
investment advisor.

                  "Release" means disposing, discharging, injecting, spilling,
pumping, leaking, leaching, dumping, emitting, escaping, emptying, seeping,
placing, pouring and the like, into or upon any land or water or air, or
otherwise entering into the environment.

                  "Relevant Prepayment Percentage" shall mean (i) with respect
to any repayment required pursuant to Section 3.02(A)(f)(ii), (h), (i) or (j),
(I) in the case of any receipt of proceeds by the Parent or any of its
Wholly-Owned Subsidiaries as contemplated by any such Section, 100% and (II) in
the case of the receipt of proceeds by any Joint Venture that is a Subsidiary of
the Parent as contemplated by any such Section, a percentage equal to the
percentage ownership interest of the Parent and its Wholly-Owned Subsidiaries in
such Joint Venture (based upon their holdings of equity interests in such Joint
Venture) and (ii) with respect to any repayment required pursuant to Section
3.02(A)(f)(i), (I) in the case of any receipt

                                      -133-
<PAGE>

of proceeds by the Parent or any of its Wholly-Owned Subsidiaries as
contemplated by any such Section, 50% and (II) in the case of the receipt of
proceeds by any Joint Venture that is a Subsidiary of the Parent as contemplated
by any such Section, a percentage equal to the lesser of (x) percentage
ownership interest of the Parent and its Wholly-Owned Subsidiaries in such Joint
Venture (based upon their holdings of equity interests in such Joint Venture)
and (y) 50%.

                  "Reorganization" shall have the meaning provided in Section
4.16(d)

                  "Replaced Bank" shall have the meaning provided in Section
1.12.

                  "Replacement Bank" shall have the meaning provided in Section
1.12.

                  "Reportable Event" shall mean an event described in Section
4043(c) of ERISA with respect to a Plan that is subject to Title IV of ERISA
other than those events as to which the 30-day notice period is waived under
subsection .22, .23, .25, .27, or .28 of PBGC Regulation Section 4043.

                  "Required Acquisition Facility Banks" shall mean Banks the sum
of whose Acquisition Loan Commitments (or after the termination thereof, the sum
of whose Acquisition Loans) represent an amount greater than 50% of the Total
Acquisition Loan Commitment (or, after the Acquisition Loan Termination Date,
the Banks the sum of whose outstanding Acquisition Loans represent an amount
greater that 50% of all outstanding Acquisition Loans made by all Banks).

                  "Required A Facility Banks" shall mean Banks the sum of whose
outstanding A Term Loans represent an amount greater than 50% of all outstanding
A Term Loans.

                  "Required B Facility Banks" shall mean Banks the sum of whose
outstanding B Term Loans represent an amount greater than 50% of the sum of all
outstanding B Term Loans made by all Banks.

                  "Required Banks" shall mean Banks the sum of whose outstanding
A Term Loans, B Term Loans, C Term Loans, Acquisition Loan Commitments (or after
the termination thereof, outstanding Acquisition Loans), A Revolving Loan
Commitments (or after the termination thereof, outstanding A Revolving Loans and
A Letter of Credit Outstandings) and B Revolving Loan Commitments (or after the
termination thereof, outstanding B Revolving Loans and B Letter of Credit
Outstandings), represent an amount greater than 50% of the sum of all
outstanding A Term Loans, B Term Loans, C Term Loans, the Total Acquisition Loan
Commitment (or after the termination thereof, the sum of the then total
outstanding Acquisition Loans), the Total A Revolving Loan Commitment (or after
the termination thereof, the sum of the then total outstanding A Revolving Loans
and A Letter of Credit Outstandings) and Total B Revolving Loan Commitment (or
after the termination thereof, the sum of the then total outstanding B Revolving
Loans and B Letter of Credit Outstandings).

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                  "Required C Facility Banks" shall mean Banks the sum of whose
outstanding C Term Loans represent an amount greater than 50% of the sum of all
outstanding C Term Loans made by all Banks.

                  "Restatement Effective Date" shall mean the Second Restatement
Effective Date.

                  "Retained Excess Cash Flow" shall mean the portion of Excess
Cash Flow of the Parent and its Subsidiaries which is permitted to be retained
by the Parent and its Subsidiaries pursuant to Section 3.02(A)(g).

                  "Retained Excess Cash Flow Amount" shall initially mean $0,
which amount shall be (x) increased on each Excess Cash Flow Payment Date so
long as any repayment required pursuant to Section 3.02(A)(g) has been made, by
an amount equal to 25% of Excess Cash Flow for the immediately preceding Excess
Cash Flow Payment Period and (y) reduced (i) on each Excess Cash Flow Payment
Date where Excess Cash Flow for the immediately preceding Excess Cash Flow
Payment Period is a negative number, by such amount and (ii) at any time a
Capital Expenditure is made pursuant to Section 8.08(d), by the amount thereof.

                  "Returns" shall have the meaning provided in Section 6.09.

                  "Revolving Loans" shall mean and include the A Revolving Loans
and the B Revolving Loans.

                  "Revolving Loan Commitment" shall mean, for each Bank, its A
Revolving Loan Commitment (if any) and its B Revolving Loan Commitment (if any).

                  "Revolving Loan Maturity Date" shall mean (i) in the case of A
Revolving Loans and A Letter of Credit Outstandings, the A Revolving Loan
Maturity Date and (ii) in the case of B Revolving Loans and B Letter of Credit
Outstandings, the B Revolving Loan Maturity Date.

                  "RL Percentage" of any Bank shall mean and include the A RL
Percentage of such Bank and the B RL Percentage of such Bank.

                  "Scheduled A Term Loan Repayment" shall have the meaning
provided in Section 3.02(A)(b).

                  "Scheduled Acquisition Loan Repayment" shall have the meaning
provided in Section 3.02(A)(d).

                  "Scheduled B Term Loan Repayment" shall have the meaning
provided in Section 3.02(A)(c).

                  "Scheduled C Term Loan Repayment" shall have the meaning
provided in Section 3.02(A)(e).

                  "Scheduled Repayment" shall have the meaning provided in
Section 3.02(A)(e).

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                  "SEC" shall have the meaning provided in Section 7.01(h).

                  "Second Amended and Restated Credit Agreement" shall have the
meaning provided in the first WHEREAS clause of this Agreement.

                  "Second Restatement Effective Date" shall mean the Restatement
Effective Date under, and as defined in, the Second Amended and Restated Credit
Agreement.

                  "Second-Step Merger Agreement" shall mean the Agreement and
Plan of Merger, dated as of May 31, 2000, among HQ (as the surviving corporation
of the HQ Merger), the Parent and Merger Sub 2, as the same may be amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof.

                  "Second-Step Merger" shall mean the merger of HQ (as the
surviving corporation of the HQ Merger) with and into Merger Sub 2, with Merger
Sub 2 as the surviving corporation of such merger, pursuant to and in accordance
with the Second-Step Merger Agreement.

                  "Section 3.04(b)(ii) Certificate" shall have the meaning
provided in Section 3.04(b)(ii).

                  "Secured Creditors" shall mean (x) the Banks, the Agents, the
Collateral Agent and (y) any Bank or any Affiliate of a Bank which on the date
hereof is, or subsequently becomes, party to any Interest Rate Protection or
Other Hedging Agreement.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

                  "Securities Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.

                  "Security Agreement" shall have the meaning provided in
Section 4.08.

                  "Security Agreement Collateral" shall mean and include all
"Collateral" as defined in the Security Agreement.

                  "Security Documents" shall mean and include each of the Pledge
Agreement, the Security Agreement, the Concentration Account Consent Letter,
each Lockbox Agreement, the Subordination Agreement, each Additional Security
Document and each other pledge agreement or security agreement entered into in
accordance with the requirements of Section 8.18.

                  "Seller Preferred Stock" shall mean any preferred stock of the
Parent, the express terms of which shall provide that dividends thereon shall
not be required to be paid at any time (and to the extent) that such payment
would be prohibited by the terms of this Agreement or any other agreement of the
Parent or any of its Subsidiaries relating to outstanding indebtedness and
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any event
(including any change of control event), cannot mature (excluding any maturity
as the result of an optional redemption by the issuer

                                      -136-
<PAGE>

thereof) and is not mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, and is not redeemable, or required to be repurchased,
at the sole option of the holder thereof (including, without limitation, upon
the occurrence of an change of control event), in whole or in part, on or prior
to the tenth anniversary of the date of issuance of such Seller Preferred Stock.

                  "Senior Leverage Ratio" shall mean, as at any date of
determination, the ratio of Total Senior Indebtedness at such time to
Consolidated EBITDA for the Test Period most recently ended prior to such date
of determination.

                  "Senior Subordinated Bridge Loans" shall mean the Bridge Loans
incurred by the Borrower pursuant to, and as defined in, the Senior Subordinated
Credit Agreement.

                  "Senior Subordinated Credit Agreement" shall mean that certain
Senior Subordinated Credit Agreement, dated as of May 31, 2000, relating to the
Senior Subordinated Bridge Loans described therein, among the Parent, the
Borrower, various Subsidiary Guarantors, various lenders, UBS Warburg LLC, as
arranger and syndication agent, and UBS, Stamford Branch, as administrative
agent, as the same may be amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof.

                  "Senior Subordinated Credit Documents" shall mean the Senior
Subordinated Credit Agreement and each other agreement, document, note or
instrument relating to the incurrence of the Senior Subordinated Bridge Loans,
as the same may be amended, modified or supplemented from time to time pursuant
to the terms hereof and thereof.

                  "Shareholders' Agreements" shall have the meaning provided in
Section 4.05.

                  "Start-Up Costs" shall mean expenditures incurred by the
Borrower or any of its Subsidiaries for fixturing, security deposits to
landlords and working capital in connection with the opening of new executive
office suite centers.

                  "Stated Amount" of each Letter of Credit shall, at any time,
mean the maximum amount available to be drawn thereunder at such time (in each
case determined without regard to whether any conditions to drawing could then
be met).

                  "Subordination Agreement" shall have the meaning provided in
Section 4.19.

                  "Subsidiaries Guaranty" shall have the meaning provided in
Section 4.09 but in any event shall include any guaranty entered into by any
Subsidiary of the Borrower in accordance with the requirements of Section 8.18.

                  "Subsidiary" shall mean, as to any Person, (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person, (ii) any partnership, limited liability
company, association, joint venture or other entity in which such Person and/or
one or more Subsidiaries of such Person has

                                      -137-
<PAGE>

more than a 50% equity interest at the time and (iii) any partnership or limited
liability company in which such Person is the general partner or manager.

                  "Subsidiary Guarantor" shall mean each Subsidiary of the
Borrower which is or becomes a party to the Subsidiaries Guaranty.

                  "Syndication Agent" shall have the meaning provided in the
first paragraph of this Agreement but in any event shall include any guaranty
entered into by any Subsidiary of the Borrower in accordance with the
requirements of Section 8.18.

                  "Syndication Termination Date" shall mean the earlier of (x)
120 days after the Third Restatement Effective Date or (y) the date on which the
Administrative Agent, in its sole discretion, determines (and notifies the
Borrower) that the primary syndication (and the resultant addition of
institutions as Banks pursuant to Section 12.04) has been completed.

                  "Tax Sharing Agreements" shall have the meaning provided in
Section 4.05.

                  "Taxes" shall have the meaning provided in Section 3.04(a).

                  "Tenant Deposits" shall mean deposits made by the Parent or
any of its Subsidiaries with landlords under Master Leases to secure the
performance of the Parent or any of its Subsidiaries under such Master Leases.

                  "Term Loan Commitment" shall mean each C Term Loan Commitment,
with the Term Loan Commitment of any Bank at any time to equal the sum of its C
Term Loan Commitment as then in effect.

                  "Term Loans" shall mean the A Term Loans, the B Term Loans and
the C Term Loans.

                  "Test Period" shall mean each period of two consecutive fiscal
quarters then last ended, in each case taken as one accounting period; provided
that for purposes of any determination of compliance with Section 8.09, 8.10,
8.11, 8.12 or 8.13 or of the Total Leverage Ratio for the fiscal quarter ended
September 30, 2000, the term "Test Period" shall mean the period commencing June
30, 2000 and ending on September 30, 2000, taken as one accounting period.

                  "Third Restatement Effective Date" shall have the meaning
provided in Section 12.10.

                  "Total A Revolving Loan Blocked Commitment" shall mean, on any
date of determination, the Total A Revolving Loan Commitment; provided that the
Total A Revolving Loan Blocked Commitment as in effect on any date shall be (x)
reduced by the Permitted Revolving A Borrowing Amount specified by the Borrower
in each A Revolving Facility Compliance Certificate delivered on or prior to
such date and (y) increased by the sum of (i) the aggregate principal amount of
all A Revolving Loans repaid after the Third Restatement Effective Date and
prior to such date and (ii) the aggregate Stated Amounts of all A Letters of

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<PAGE>


Credit which have expired or terminated after the Third Restatement Effective
Date and prior to such date.

                  "Total A Revolving Loan Commitment" shall mean, at any time,
the sum of the A Revolving Loan Commitments of each of the Banks at such time.

                  "Total Acquisition Loan Commitment" shall mean, at any time,
the sum of the Acquisition Loan Commitments of each of the Banks.

                  "Total Available A Revolving Loan Commitment" shall mean, at
any time, an amount equal to the remainder of (i) the Total A Revolving Loan
Commitment minus (ii) the Total A Revolving Loan Blocked Commitment in effect at
such time.

                  "Total B Revolving Loan Commitment" shall mean, at any time,
the sum of the B Revolving Loan Commitments of each of the Banks at such time.

                  "Total C Term Loan Commitment" shall mean, at any time, the
sum of the C Term Loan Commitments of each of the Banks.

                  "Total Commitment" shall mean, at any time, the sum of the
Commitments of each of the Banks.

                  "Total Leverage Ratio" shall mean, as at any date of
determination, the ratio of Consolidated Indebtedness at such time to
Consolidated EBITDA for the Test Period most recently ended prior to such date
of determination.

                  "Total Revolving Loan Commitment" shall mean, at any time, the
sum of the Total A Revolving Loan Commitment and the Total B Revolving Loan
Commitment, in each case as then in effect.

                  "Total Senior Indebtedness" shall mean, at any time, the
remainder of (x) Consolidated Indebtedness at such time less (y) the sum of (i)
the aggregate outstanding principal amount of the Senior Subordinated Bridge
Loans at such time, (ii) the aggregate outstanding principal amount of the
Permitted Subordinated Refinancing Indebtedness at such time and (iii) the
aggregate outstanding principal amount of the Mezzanine Subordinated Notes at
such time.

                  "Total Unutilized A Revolving Loan Commitment" shall mean, at
any time, an amount equal to the remainder of (x) the then Total A Revolving
Loan Commitment, less (y) the sum of (i) the aggregate principal amount of A
Revolving Loans then outstanding and (ii) the then aggregate amount of A Letter
of Credit Outstandings.

                  "Total Unutilized Acquisition Loan Commitment" shall mean, at
any time, an amount equal to the remainder of (x) the then Total Acquisition
Loan Commitment less (y) the aggregate principal amount of Acquisition Loans
then outstanding.

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<PAGE>

                  "Total Unutilized Revolving Loan Commitment" shall mean, at
any time, an amount equal to the remainder of (x) the then Total Revolving Loan
Commitment, less (y) the sum of (i) the aggregate principal amount of all
Revolving Loans then outstanding and (ii) the then aggregate amount of all
Letter of Credit Outstandings.

                  "Tranches" shall mean the respective facilities in respect of
which Loans are made hereunder, with there being six separate Tranches, i.e.,
whether A Term Loans, B Term Loans, C Term Loans, Acquisition Loans, A Revolving
Loans or B Revolving Loans.

                  "Transaction" shall mean, collectively, (i) the occurrence of
the Third Restatement Effective Date, (ii) the entering into of the Credit
Documents and the incurrence of Loans on the Third Restatement Effective Date,
(iii) the consummation Acquisitions, (iv) the consummation of the Preferred
Equity Financing, (v) the incurrence of the Senior Subordinated Bridge Loans,
(vi) the consummation of the HQ Equity Rollover, (vii) the consummation of the
Refinancing, (viii) the consummation of the FrontLine Transaction Contribution
and (ix) the payment of all fees and expenses in connection with the foregoing.

                  "Transaction Fees and Expenses" shall mean all fees and
expenses incurred in connection with and arising out of the Transaction and the
transactions contemplated thereby and hereby; provided, however, that the
aggregate amount of such fees and expenses shall not exceed $38.2 million in the
aggregate.

                  "Two Quarter Calculation Period" shall mean, with respect to
any Permitted Acquisition, the period of two consecutive fiscal quarters (taken
as one accounting period and including any fiscal quarter ending prior to the
Third Restatement Effective Date) most recently ended prior to the date of the
consummation of such Permitted Acquisition.

                  "Type" shall mean the type of Loan determined with regard to
the interest option applicable thereto, i.e., whether a ---- Base Rate Loan or a
Eurodollar Loan.

                  "UCC" shall mean the Uniform Commercial Code as from time to
time in effect in the relevant jurisdiction.

                  "UK/Lux Acquisition" shall have the meaning provided in
Section 4.16(c).

                  "UK/Lux Stock Purchase Agreement" shall mean the Stock
Purchase Agreement, dated as of January 20, 2000, among CarrAmerica, Omni UK,
Omni Lux, Vantas and FrontLine, as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof.

                  "Unfunded Current Liability" of any Plan shall mean the
amount, if any, by which value of the accumulated plan benefits under the Plan
determined on a plan termination basis in accordance with actuarial assumptions
at such time consistent with those prescribed by the PBGC for purposes of
Section 4044 of ERISA, exceeds the fair market value of all plan assets
allocable to such liabilities under Title IV of ERISA (excluding any accrued but
unpaid contributions).

                                      -140-
<PAGE>

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

                  "Unpaid Drawings" shall mean and include each A Unpaid Drawing
and each B Unpaid Drawing.

                  "Unutilized A Revolving Loan Commitment" for any Bank, at any
time, shall mean the A Revolving Loan Commitment of such Bank at such time less
the sum of (i) the aggregate principal amount of A Revolving Loans made by such
Bank and then outstanding and (ii) such Bank's A RL Percentage of the A Letter
of Credit Outstandings.

                  "Unutilized Acquisition Loan Commitment" for any Bank, at any
time, shall mean the Acquisition Loan Commitment of such Bank at such time less
the aggregate principal amount of Acquisition Loans made by such Bank and then
outstanding.

                  "Unutilized B Revolving Loan Commitment" for any Bank, at any
time, shall mean the B Revolving Loan Commitment of such Bank at such time less
the sum of (i) the aggregate principal amount of B Revolving Loans made by such
Bank and then outstanding and (ii) such Bank's B RL Percentage of the B Letter
of Credit Outstandings.

                  "Vantas" shall mean VANTAS Incorporated, a Nevada corporation.

                  "Waivable Mandatory Repayment" shall have the meaning provided
in Section 3.02(C).

                  "Wholly-Owned Subsidiary" shall mean, as to any Person, (i)
any corporation 100% of whose capital stock is at the time owned by such Person
and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any
partnership, limited liability company, association, joint venture or other
entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such
Person has a 100% equity interest at such time.

                  Section 11.  The Agents.

                  11.01 Appointment. The Banks hereby designate Paribas as
Administrative Agent (for purposes of this Section 11, the term "Administrative
Agent" shall include Paribas in its capacity as Collateral Agent pursuant to the
Security Documents and as Arranger), ING (U.S.) Capital LLC as Managing Agent,
Bankers Trust Company as Syndication Agent and Citicorp Real Estate, Inc. as
Documentation Agent to act as specified herein and in the other Credit
Documents. Each Bank hereby irrevocably authorizes, and each holder of any Note
by the acceptance of such Note shall be deemed irrevocably to authorize, each
Agent to take such action on its behalf under the provisions of this Agreement,
the other Credit Documents and any other instruments and agreements referred to
herein or therein and to exercise such powers and to perform such duties
hereunder and thereunder as are specifically delegated to or required of such
Agent by the terms hereof and thereof and such other powers as are reasonably
incidental thereto. Each Agent may perform any of its duties hereunder by or
through its officers, directors, agents or employees.

                                      -141-
<PAGE>

                  11.02 Nature of Duties. No Agent shall have any duties or
responsibilities except those expressly set forth in this Agreement and in the
other Credit Documents. Neither any Agent nor any of its officers, directors,
agents or employees shall be liable for any action taken or omitted by it or
them hereunder or under any other Credit Document or in connection herewith or
therewith, unless caused by its or their gross negligence or willful misconduct.
The duties of each Agent shall be mechanical and administrative in nature; no
Agent shall have by reason of this Agreement or any other Credit Document a
fiduciary relationship in respect of any Bank or the holder of any Note; and
nothing in this Agreement or any other Credit Document, expressed or implied, is
intended to or shall be so construed as to impose upon any Agent any obligations
in respect of this Agreement or any other Credit Document except as expressly
set forth herein.

                  11.03 Lack of Reliance on the Agents. Independently and
without reliance upon any Agent, each Bank and the holder of each Note, to the
extent it deems appropriate, has made and shall continue to make (i) its own
independent investigation of the financial condition and affairs of the Parent
and its Subsidiaries in connection with the making and the continuance of the
Loans and the participation in Letters of Credit and the taking or not taking of
any action in connection herewith and (ii) its own appraisal of the
creditworthiness of the Parent and its Subsidiaries and, except as expressly
provided in this Agreement, no Agent shall have any duty or responsibility,
either initially or on a continuing basis, to provide any Bank or the holder of
any Note with any credit or other information with respect thereto, whether
coming into its possession before the making of the Loans, the participation in
the Letters of Credit or at any time or times thereafter. No Agent shall be
responsible to any Bank or the holder of any Note for any recitals, statements,
information, representations or warranties herein or in any document,
certificate or other writing delivered in connection herewith or for the
execution, effectiveness, genuineness, validity, enforceability, perfection,
priority or sufficiency of this Agreement or any other Credit Document or the
financial condition of the Parent or its Subsidiaries or be required to make any
inquiry concerning either the performance or observance of any of the terms,
provisions or conditions of this Agreement or any other Credit Document, or the
financial condition of the Parent or its Subsidiaries or the existence or
possible existence of any Default or Event of Default.

                  11.04 Certain Rights of the Agents. If any Agent shall request
instructions from the Required Banks with respect to any act or action
(including failure to act) in connection with this Agreement or any other Credit
Document, such Agent shall be entitled to refrain from such act or taking such
action unless and until such Agent shall have received instructions from the
Required Banks; and such Agent shall not incur liability to any Person by reason
of so refraining. Without limiting the foregoing, no Bank or the holder of any
Note shall have any right of action whatsoever against any Agent as a result of
such Agent acting or refraining from acting hereunder or under any other Credit
Document in accordance with the instructions of the Required Banks.

                  11.05 Reliance. Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or facsimile message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by
any Person that such Agent believed to be the proper Person, and, with respect

                                      -142-
<PAGE>

to all legal matters pertaining to this Agreement and any other Credit Document
and its duties hereunder and thereunder, upon advice of counsel selected by it.

                  11.06 Indemnification. (a) To the extent any Agent is not
reimbursed and indemnified by the Parent or the Borrower, the Banks will
reimburse and indemnify such Agent, in proportion to their respective
"percentages" as used in determining the Required Banks, for and against any and
all liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses or disbursements of whatsoever kind or nature
which may be imposed on, asserted against or incurred by such Agent in
performing its duties hereunder or under any other Credit Document, in any way
relating to or arising out of this Agreement or any other Credit Document;
provided that no Bank shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent's gross negligence or
willful misconduct.

                  (b) Each Agent shall be fully justified in failing or refusing
to take any action hereunder and under any other Credit Document (except actions
expressly required to be taken by it hereunder or under the Credit Documents)
unless it shall first be indemnified to its satisfaction by the Banks pro rata
against any and all liability, cost and expense that it may incur by reason of
taking or continuing to take any such action.

                  11.07 Each Agent in Its Individual Capacity. With respect to
its obligation to make Loans under this Agreement, each Agent shall have the
rights and powers specified herein for a "Bank" and may exercise the same rights
and powers as though it were not performing the duties specified herein; and the
term "Banks," "Required Banks," "holders of Notes" or any similar terms shall,
unless the context clearly otherwise indicates, include such Agent in its
individual capacity. Each Agent and its affiliates may accept deposits from,
lend money to, and generally engage in any kind of banking, trust or other
business with any Credit Party or any Affiliate of any Credit Party as if it
were not performing the duties specified herein, and may accept fees and other
consideration from the Borrower or any other Credit Party for services in
connection with this Agreement and may purchase and hold equity interests in the
Parent or any other Credit Party without having to account for the same to the
Banks and otherwise without having to account for the same to the Banks.

                  11.08 Holders. The Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes hereof unless and until
a written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with the Administrative Agent. Any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall be conclusive
and binding on any subsequent holder, transferee, assignee or indorsee, as the
case may be, of such Note or of any Note or Notes issued in exchange therefor.

                  11.09 Resignation by the Agents. (a) The Administrative Agent
may resign from the performance of all its functions and duties hereunder and/or
under the other Credit Documents at any time by giving 15 Business Days' prior
written notice to the Borrower and the Banks. Such resignation shall take effect
upon the appointment of a successor Administrative Agent pursuant to clauses (b)
and (c) below or as otherwise provided below.

                                      -143-
<PAGE>

                  (b) Upon any such notice of resignation, the Required Banks
shall appoint a successor Administrative Agent hereunder or thereunder who shall
be a commercial bank or trust company reasonably acceptable to the Borrower (it
being understood and agreed that any Bank is deemed to be acceptable to the
Borrower).

                  (c) If a successor Administrative Agent shall not have been so
appointed within such 15 Business Day period, the Administrative Agent, with the
consent of the Borrower, shall then appoint a successor Administrative Agent who
shall serve as Administrative Agent hereunder or thereunder until such time, if
any, as the Banks appoint a successor Administrative Agent as provided above.

                  (d) If no successor Administrative Agent has been appointed
pursuant to clause (b) or (c) above by the 30th Business Day after the date such
notice of resignation was given by the Administrative Agent, the Administrative
Agent's resignation shall become effective and the Banks shall thereafter
perform all the duties of the Administrative Agent hereunder and/or under any
other Credit Document until such time, if any, as the Banks appoint a successor
Administrative Agent as provided above.

                  (e) The Syndication Agent may resign from the performance of
all its functions and duties hereunder and/or under the other Credit Documents
at any time by giving five Business Days' prior written notice to the Banks.
Such resignation shall take effect at the end of such five Business Day period.
Upon the effectiveness of the resignation of the Syndication Agent, the
Administrative Agent shall assume all of the functions and duties of the
Syndication Agent hereunder and/or under the other Credit Documents.

                  (f) The Documentation Agent may resign from the performance of
all its functions and duties hereunder and/or under the other Credit Documents
at any time by giving five Business Days' prior written notice to the Banks.
Such resignation shall take effect at the end of such five Business Day period.
Upon the effectiveness of the resignation of the Documentation Agent, the
Administrative Agent shall assume all of the functions and duties of the
Documentation Agent hereunder and/or under the other Credit Documents.

                  (g) Upon a resignation of any Agent pursuant to this Section
11.09, such Agent shall remain indemnified to the extent provided in this
Agreement and the other Credit Documents and the provisions of this Section 11
shall continue in effect for the benefit of such Agent for all of its actions
and inactions while serving as such Agent.

                  11.10. Collateral Matters; Special Authorizations. (a) Each
Bank authorizes and directs the Collateral Agent to enter into the Security
Documents for the benefit of the Banks and the other Secured Creditors. Each
Bank hereby agrees, and each holder of any Note or participant in Letters of
Credit by the acceptance thereof will be deemed to agree, that, except as
otherwise set forth herein, any action taken by the Required Banks in accordance
with the provisions of this Agreement or the Security Documents, and the
exercise by the Required Banks of the powers set forth herein or therein,
together with such other powers as are reasonably incidental thereto, shall be
authorized and binding upon all of the Banks. The Administrative Agent is hereby
authorized on behalf of all the Banks, without necessity of

                                      -144-
<PAGE>

further consent from any Bank, to execute and deliver any Mezzanine Subordinated
Note Document governing intercreditor matters entered into in accordance with
the terms hereof and requiring by its express terms the execution or
acknowledgment of the Administrative Agent and (ii) any escrow or similar
agreement contemplated to be entered into in connection with the Transaction by
any of the Documents. The Collateral Agent is hereby authorized on behalf of all
of the Banks, without the necessity of any notice to or further consent from any
Bank, from time to time prior to an Event of Default, to take any action with
respect to any Collateral or Security Documents which may be necessary to
perfect and maintain perfected the security interest in and liens upon the
Collateral granted pursuant to the Security Documents.

                  (b) The Banks hereby authorize the Collateral Agent, at its
option and in its discretion, to release any Lien granted to or held by the
Collateral Agent upon any Collateral (i) upon termination of the Commitments and
payment and satisfaction of all of the Obligations at any time arising under or
in respect of this Agreement or the Credit Documents or the transactions
contemplated hereby or thereby, (ii) constituting property being sold or
disposed of (to Persons other than the Parent and its Subsidiaries) upon the
sale thereof in compliance with Section 8.02 or (iii) if approved, authorized or
ratified in writing by the Required Banks (unless such release is required to be
approved by all of the Banks hereunder). Upon request by the Administrative
Agent at any time, the Banks will confirm in writing the Collateral Agent's
authority to release particular types or items of Collateral pursuant to this
Section 11.10.

                  (c) Upon any sale and transfer of Collateral which is
expressly permitted pusuant to the terms of this Agreement, or consented to in
writing by the Required Banks, or all of the Banks, as applicable, and upon at
least five (5) Business Days' (or such shorter period as is acceptable to the
Collateral Agent) prior written request by the Parent, the Collateral Agent
shall (and is hereby irrevocably authorized by the Banks to) execute such
documents as may be necessary to evidence the release of the Liens granted to
the Collateral Agent for the benefit of the Banks herein or pursuant hereto upon
the Collateral that was sold or transferred, provided, that (i) the Collateral
Agent shall not be required to execute any such document on terms which, in the
Collateral Agent's opinion, would expose the Collateral Agent to liability or
create any obligation or entail any consequence other than the release of such
Liens without recourse, representation or warranty and (ii) such release shall
not in any manner discharge, affect or impair the Obligations or any Liens upon
(or obligations of the Parent or any of its Subsidiaries in respect of) all
interests retained by the Parent or any of its Subsidiaries, including, without
limitation, the proceeds of the sale, all of which shall continue to constitute
part of the Collateral. In the event of any foreclosure or similar enforcement
action with respect to any of the Collateral, the Collateral Agent shall be
authorized to deduct all of the costs and expenses reasonably incurred by the
Collateral Agent from the proceeds of any such sale, transfer or foreclosure.

                  (d) The Collateral Agent shall have no obligation whatsoever
to the Banks or to any other Person to assure that the Collateral exists or is
owned by the Parent or any of its Subsidiaries or is cared for, protected or
insured or that the Liens granted to the Collateral Agent herein or pursuant
hereto have been properly or sufficiently or lawfully created, perfected,
protected or enforced or are entitled to any particular priority, or to exercise
or to continue exercising at all or in any manner or under any duty of care,
disclosure or fidelity any of the

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rights, authorities and powers granted or available to the Collateral Agent in
this Section 11.10 or in any of the Security Documents, it being understood and
agreed that in respect of the Collateral, or any act, omission or event related
thereto, the Collateral Agent may act in any manner it may deem appropriate, in
its sole discretion, given the Collateral Agent's own interest in the Collateral
as one of the Banks and that the Collateral Agent shall have no duty or
liability whatsoever to the Banks, except for its gross negligence or willful
misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable decision).

                  11.11. Delivery of Information. The Administrative Agent shall
not be required to deliver to any Bank originals or copies of any documents,
instruments, notices, communications or other information received by the
Administrative Agent from the Parent, any Subsidiary, the Required Banks, any
Bank or any other Person under or in connection with this Agreement or any other
Credit Document except (i) as specifically provided in this Agreement or any
other Credit Document and (ii) as specifically requested from time to time in
writing by any Bank with respect to a specific document, instrument, notice or
other written communication received by and in the possession of the
Administrative Agent at the time of receipt of such request and then only in
accordance with such specific request.

                  Section 12.  Miscellaneous.

                  12.01 Payment of Expenses, etc. The Borrower, agrees to: (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of- pocket costs and expenses of the Agents and the Collateral
Agent (including, without limitation, the reasonable fees and disbursements of
White & Case LLP) in connection with the preparation, execution and delivery of
this Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein and any amendment, waiver or consent relating
hereto or thereto, of each Agent in connection with its syndication efforts with
respect to this Agreement (including, without limitation, the reasonable fees
and disbursements of White & Case LLP) and of each Agent, the Collateral Agent
and each of the Banks in connection with the enforcement of this Agreement and
the other Credit Documents and the documents and instruments referred to herein
and therein (including, without limitation, the reasonable fees and
disbursements of counsel for each of the Agents and for each of the Banks); (ii)
pay and hold each Agent, the Collateral Agent and each of the Banks harmless
from and against any and all present and future stamp, excise and other similar
taxes with respect to the foregoing matters and save each Agent, the Collateral
Agent and each of the Banks harmless from and against any and all liabilities
with respect to or resulting from any delay or omission (other than to the
extent attributable to such Agent, the Collateral Agent or such Bank) to pay
such taxes; and (iii) defend, protect, indemnify and hold harmless each Agent,
the Collateral Agent and each Bank, and each of their respective officers,
directors, employees, representatives, attorneys and agents (collectively,
called the "Indemnitees") from and against any and all liabilities, obligations
(including removal or remedial actions), losses, damages (including foreseeable
and unforeseeable consequential damages and punitive damages), penalties,
claims, actions, judgments, suits, costs, expenses and disbursements (including
reasonable attorneys' and consultants fees and disbursements) of any kind or
nature whatsoever that may at any time be incurred by, imposed on or assessed
against the Indemnitees directly or indirectly based on, or arising or resulting
from, or in any way related to, or by reason of (a) any investigation,
litigation or other proceeding (whether or not any

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Agent, the Collateral Agent or any Bank is a party thereto and whether or not
any such investigation, litigation or other proceeding is between or among any
Agent, the Collateral Agent, any Bank, the Parent or any third person or
otherwise) related to the entering into and/or performance of this Agreement or
any other Credit Document or the use of any Letter of Credit or the proceeds of
any Loans hereunder or the consummation of any transactions contemplated herein
(including, without limitation, the Transaction) or in any other Credit Document
or the exercise of any of their rights or remedies provided herein or in the
other Credit Documents; or, (b) the actual or alleged generation, presence or
Release of Hazardous Materials on or from, or the transportation of Hazardous
Materials to or from, any Real Property owned or at any time operated by the
Parent or any of its Subsidiaries or; (c) any Environmental Claim relating to
the Parent or any of its Subsidiaries or any Real Property owned or at any time
operated by the Parent or any of its Subsidiaries or; (d) the exercise of the
rights of any Agent, the Collateral Agent and any Bank under any of the
provisions of this Agreement or any other Credit Document or any Letter of
Credit or any Loans hereunder; or (e) the consummation of any transaction
contemplated herein (including, without limitation, the Transaction) or in any
other Credit Document (the "Indemnified Matters") regardless of when such
Indemnified Matter arises, but excluding any such Indemnified Matter based the
gross negligence or willful misconduct of any Indemnitee.

                  12.02 Right of Setoff. In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence and during the continuance of
an Event of Default, each Agent and each Bank is hereby authorized at any time
or from time to time, without presentment, demand, protest or other notice of
any kind to any Credit Party or to any other Person, any such notice being
hereby expressly waived, to set off and to appropriate and apply any and all
deposits (general or special) and any other Indebtedness at any time held or
owing by such Agent or such Bank (including, without limitation, by branches and
agencies of such Bank wherever located) to or for the credit or the account of
each Credit Party against and on account of the Obligations and liabilities of
such Credit Party to such Agent or such Bank under this Agreement or under any
of the other Credit Documents, including, without limitation, all interests in
Obligations purchased by such Bank pursuant to Section 12.06(b), and all other
claims of any nature or description arising out of or connected with this
Agreement or any other Credit Document, irrespective of whether or not such Bank
shall have made any demand hereunder and although said Obligations, liabilities
or claims, or any of them, shall be contingent or unmatured.

                  12.03 Notices. Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to the Parent or the
Borrower, at its address specified opposite its signature below; if to any Bank,
the Syndication Agent or the Documentation Agent, at its address specified
opposite its name below; and if to the Administrative Agent, at its Notice
Office; or, as to any Credit Party or the Administrative Agent, at such other
address as shall be designated by such party in a written notice to the other
parties hereto and, as to each Bank, the Syndication Agent or the Documentation
Agent, at such other address as shall be designated by such Bank or such Agent
in a written notice to the Borrower and the Administrative Agent. All such
notices and

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communications shall, when mailed, telegraphed, telexed, facsimiled, or cabled
or sent by overnight courier, be effective 3 Business Days after deposited in
the mails, certified, return receipt requested, when delivered to the telegraph
company, cable company or one day following delivery to an overnight courier, as
the case may be, or sent by telex or facsimile device, except that notices and
communications to any Agent shall not be effective until received by such Agent.

                  12.04 Benefit of Agreement. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided, however, no Credit Party
may assign or transfer any of its rights, obligations or interest hereunder or
under any other Credit Document without the prior written consent of the Banks;
and provided further, that although any Bank may transfer, assign or grant
participations in its rights hereunder, such Bank shall remain a "Bank" for all
purposes hereunder (and may not transfer or assign all or any portion of its
Commitments or Loans hereunder except as provided in Section 12.04(b)) and the
transferee, assignee or participant, as the case may be, shall not constitute a
"Bank" hereunder; and provided further, that no Bank shall transfer or grant any
participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (i) extend the final scheduled
maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is
not extended beyond the relevant Maturity Date therefor) in which such
participant is participating, or reduce the rate or extend the time of payment
of interest or Fees thereon (except in connection with a waiver of applicability
of any post-default increase in interest rates) or reduce the principal amount
thereof, or increase the Commitments in which such participant is participating
over the amount thereof then in effect (it being understood that a waiver of any
Default or Event of Default or of a mandatory reduction in the Total Commitment
shall not constitute a change in the terms of any Commitment, and that an
increase in any Commitment shall be permitted without the consent of any
participant if the participant's participation is not increased as a result
thereof), (ii) consent to the assignment or transfer by any Credit Party of any
of its rights and obligations under this Agreement or (iii) release all or
substantially all of the Collateral under all of the Security Documents (except
as expressly provided in the Credit Documents) supporting the Loans hereunder in
which such participant is participating. In the case of any such participation,
the participant shall not have any rights under this Agreement or any of the
other Credit Documents (the participant's rights against such Bank in respect of
such participation to be those set forth in the agreement executed by such Bank
in favor of the participant relating thereto) and all amounts payable by the
Borrower hereunder shall be determined as if such Bank had not sold such
participation.

                  (b) Notwithstanding the foregoing, any Bank (or any Bank
together with one or more other Banks) may (x) (A) pledge its Loans and/or Notes
hereunder to a Federal Reserve Bank in support of borrowings made by such Bank
from such Federal Reserve Bank, (B) at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Bank, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, (or in the case of a Bank that is an
investment fund, to the trustee under the indenture to which such fund is a
party) and this Section shall not apply to any such pledge

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or assignment of a security interest; provided that no such pledge or assignment
of a security interest shall release a Bank from any of its obligations
hereunder or substitute any such pledgee or assignee for such Bank as a party
hereto, or (C) assign all or a portion of its Loans or Commitments and related
outstanding Obligations hereunder to its parent company, principal office and/or
any Affiliate of such Bank or one or more other Banks or to a Related Fund or
(y) assign all or a portion equal to at least $2,500,000 (or lesser amount if
the Bank is pledging or assigning to a Related Fund), of such Loans or
Commitments and related outstanding Obligations hereunder to one or more
Eligible Transferees each of which assignees shall become a party to this
Agreement as a Bank by execution of an assignment and assumption agreement
substantially in the form of Exhibit K (appropriately completed); provided that:
(i) at such time Schedule I shall be deemed modified to reflect the Commitments
of such new Bank and of the existing Banks; (ii) new Notes will be issued to
such new Bank and to the assigning Bank upon the request of such new Bank or
assigning Bank, such new Notes to be in conformity with the requirements of
Section 1.05 to the extent needed to reflect the revised Commitments; (iii) the
consent of the Administrative Agent shall be required in connection with any
assignment (provided, however, that no such consent by the Administrative Agent
shall be required in the case of any assignment to another Bank's Related Fund);
(iv) the consent of the Borrower shall be required in connection with any
assignment (which consent shall not be unreasonably withheld); provided,
however, no such consent by the Borrower shall be required in connection with
any assignment pursuant to clause (x) above and no such consent shall be
required if a Default or Event of Default has occurred and (v) the
Administrative Agent shall receive at the time of each such assignment, from the
assigning Bank, the payment of a non-refundable assignment fee of $3,500
(provided, however, that any fee shall be waived upon a pledge or assignment to
a Related Fund). To the extent of any assignment pursuant to this Section
12.04(b), the assigning Bank shall be relieved of its obligations hereunder with
respect to its assigned Commitments. No transfer or assignment under this
Section 12.04(b) will be effective until recorded by the Administrative Agent on
the Register pursuant to Section 7.16. At the time of each assignment pursuant
to this Section 12.04(b) to a Person which is not already a Bank hereunder and
which is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) for Federal income tax purposes, the respective
assignee Bank shall provide to the Borrower, and the Administrative Agent the
appropriate Internal Revenue Service Forms (and, if applicable, a Section
3.04(b)(ii) Certificate) required by Section 3.04(b). In connection with any
assignment prior to the Syndication Termination Date, the Borrower agrees to pay
all amounts to the assignee Bank which the Borrower would be obligated to pay in
accordance with Section 1.11 if such assignment was instead a repayment of Loans
by the Borrower on other than the last day of an Interest Period.

                  12.05 No Waiver; Remedies Cumulative. No failure or delay on
the part of any Agent, the Collateral Agent, any Issuing Bank or any Bank or any
holder of any Note in exercising any right, power or privilege hereunder or
under any other Credit Document and no course of dealing between a Borrower or
any other Credit Party and any Agent, the Collateral Agent, any Issuing Bank or
any Bank or the holder of any Note shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, power or privilege hereunder or
under any other Credit Document preclude any other or further exercise thereof
or the exercise of any other right, power or privilege hereunder or thereunder.
The rights, powers and remedies herein or in

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any other Credit Document expressly provided are cumulative and not exclusive of
any rights, powers or remedies which any Agent, the Collateral Agent, any
Issuing Bank or any Bank or the holder of any Note would otherwise have. No
notice to or demand on any Credit Party in any case shall entitle any Credit
Party to any other or further notice or demand in similar or other circumstances
or constitute a waiver of the rights of any Agent, the Collateral Agent, any
Issuing Bank or any Bank or the holder of any Note to any other or further
action in any circumstances without notice or demand.

                  12.06 Payments Pro Rata. (a) The Administrative Agent agrees
that promptly after its receipt of each payment from or on behalf of the
Borrower in respect of any Obligations hereunder, it shall distribute such
payment to the Banks pro rata based upon their respective shares, if any, of the
Obligations with respect to which such payment was received.

                  (b) Except in accordance with Section 3.02(C), each of the
Banks agrees that, if it should receive any amount hereunder (whether by
voluntary payment, by realization upon security, by the exercise of the right of
setoff or banker's lien, by counterclaim or cross action, by the enforcement of
any right under the Credit Documents, or otherwise), which is applicable to the
payment of the principal of, or interest on, the Loans, Unpaid Drawings or Fees,
of a sum which with respect to the related sum or sums received by other Banks
is in a greater proportion than the total of such Obligation then owed and due
to such Bank bears to the total of such Obligation then owed and due to all of
the Banks immediately prior to such receipt, then such Bank receiving such
excess payment shall purchase for cash without recourse or warranty from the
other Banks an interest in the Obligations of the respective Credit Party to
such Banks in such amount as shall result in a proportional participation by all
the Banks in such amount; provided that if all or any portion of such excess
amount is thereafter recovered from such Bank, such purchase shall be rescinded
and the purchase price restored to the extent of such recovery, but without
interest.

                  12.07 Calculations; Computations. (a) The financial statements
to be furnished to the Banks pursuant hereto shall be made and prepared in
accordance with generally accepted accounting principles in the United States
consistently applied throughout the periods involved (except as set forth in the
notes thereto or as otherwise disclosed in writing by the Borrower to the
Banks); provided that, except as otherwise specifically provided herein, all
computations of Excess Cash Flow and all computations determining compliance
with Sections 8.04 and 8.08 through 8.13, inclusive, including the definitions
used therein, shall utilize accounting principles and policies in conformity
with those used to prepare the historical financial statements for the fiscal
year ended December 31, 1999 delivered to the Banks pursuant to Section 4.15(a).

                  (b) All computations of interest and Fees hereunder shall be
made on the basis of a year of 360 days for the actual number of days (including
the first day but excluding the last day) occurring in the period for which such
interest or Fees are payable.

                  12.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER
OF JURY TRIAL. (A) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, BE CONSTRUED IN
ACCORDANCE WITH

                                      -150-
<PAGE>

AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAWS PROVISIONS THEREOF EXCEPT AS OTHERWISE SPECIFIED IN SUCH
DOCUMENTS. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR
OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION
AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARENT AND THE BORROWER HEREBY
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE
PARENT AND THE BORROWER HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS
CORPORATION SERVICE COMPANY WITH OFFICES ON THE DATE HEREOF AT 500 CENTRAL
AVENUE, ALBANY, NEW YORK 12206-2290 AS ITS DESIGNEE, APPOINTEE AND AGENT TO
RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS
PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS
WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON SUCH
DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH
OF THE PARENT AND THE BORROWER AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND
AGENT ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO THE
AGENT UNDER THIS AGREEMENT. EACH OF THE PARENT AND THE BORROWER FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO EACH OF THE PARENT AND THE
BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO
BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE
RIGHT OF ANY AGENT, THE COLLATERAL AGENT, ANY ISSUING BANK, ANY BANK OR THE
HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY
OTHER JURISDICTION.

                  (B) EACH OF THE PARENT AND THE BORROWER HEREBY IRREVOCABLY
WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED
TO IN CLAUSE (A) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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<PAGE>

                  (C) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  12.09 Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with the Parent,
the Borrower and the Administrative Agent.

                  12.10 Effectiveness. This Agreement shall become effective on
the date (the "Third Restatement Effective Date") on which (i) the Parent, the
Borrower, each Agent, each Bank with a C Term Loan Commitment, each Bank with a
B Revolving Loan Commitment, and the Required Banks (determined immediately
before the occurrence of the Third Restatement Effective Date and without giving
effect thereto) shall have signed a copy hereof (whether the same or different
copies) and shall have delivered the same to the Administrative Agent at its
Notice Office or, in the case of the Banks, shall have given to the
Administrative Agent telephonic (confirmed in writing), written or facsimile
transmission notice (actually received) in accordance with Section 12.03 at such
office that the same has been signed and mailed to it and (ii) the conditions
contained in Sections 4 and 5 are met to the satisfaction of the Agents and the
Required Banks (determined immediately after the occurrence of the Third
Restatement Effective Date). Unless the Administrative Agent has received actual
notice from any Bank that the conditions contained in Sections 4 and 5 have not
been met to its satisfaction, upon the satisfaction of the condition described
in clause (i) of the immediately preceding sentence and upon the Administrative
Agent's good faith determination that the conditions described in clause (ii) of
the immediately preceding sentence have been met, then the Third Restatement
Effective Date shall have been deemed to have occurred, regardless of any
subsequent determination that one or more of the conditions thereto had not been
met (although the occurrence of the Third Restatement Effective Date shall not
release the Borrower from any liability for failure to satisfy one or more of
the applicable conditions contained in Section 4 or 5). To the extent any Banks
under and as defined in the Second Amended and Restated Credit Agreement shall
have any rights thereunder with respect to matters occurring prior to the Third
Restatement Effective Date (including without limitation as to obligations with
respect to loans outstanding thereunder, interest or fees owing thereunder or
any costs under Sections 1.10, 1.11, 1A.06 or 3.04 of the Second Amended and
Restated Credit Agreement), neither the Third Restatement Effective Date or the
repayment of any amounts owing to such Banks shall limit or otherwise affect any
of such Banks' rights under the Second Amended and Restated Credit Agreement and
such Banks' rights shall remain in full force and effect as if the Third
Restatement Effective Date has not occurred with respect to matters occurring
prior to the Third Restatement Effective Date.

                  12.11 Headings Descriptive. The headings of the several
sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement.

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                  12.12 Amendment or Waiver. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the
Required Banks; provided that no such change, waiver, discharge or termination
shall, without the consent of each Bank (with Obligations of the respective
types being directly affected thereby): (i) extend the final scheduled maturity
of any Loan or Note beyond the applicable Maturity Date or extend the stated
maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or
reduce the rate or extend the time of payment of interest or Fees thereon
(except in connection with a waiver of applicability of any post-default
increase in interest rates), or reduce the principal amount thereof, or increase
the Commitments of any Bank over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Total Commitment or a mandatory prepayment shall not constitute
an increase of the Commitment of any Bank, and that an increase in the available
portion of any Commitment of any Bank shall not constitute an increase in the
Commitment of such Bank); (ii) release all or substantially all of the
Collateral (except as expressly provided in the respective Credit Document);
(iii) amend, modify or waive any provision of this Section 12.12; (iv) reduce
the percentage specified in, or otherwise modify, the definition of Required
Banks (it being understood that, with the consent of the Required Banks,
additional extensions of credit pursuant to this Agreement may be included in
the determination of the Required Banks on substantially the same basis as the
extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan
Commitments and Revolving Loan Commitments are included on the Restatement
Effective Date); or (v) consent to the assignment or transfer by the Borrower of
any of its rights and obligations under this Agreement; provided further, that
no such change, waiver, discharge or termination shall: (t) increase the
Commitments of any Bank over the amount thereof then in effect (it being
understood that a waiver of any conditions precedent, covenants, Defaults or
Events of Default or of a mandatory reduction in the Total Commitment or of a
mandatory prepayment shall not constitute an increase of the Commitment of any
Bank, and that an increase in the available portion of any Commitment of any
Bank shall not constitute an increase in the Commitment of such Bank) without
the consent of such Bank; or (u) without the consent of any Issuing Bank
effected thereby, amend, modify or waive any provision of Section 1A or alter
its rights or obligations with respect to Letters of Credit; or (v) without the
consent of the Agent, amend, modify or waive any provision of Section 11 or any
other provision relating to the rights or obligations of the Agent; or (w)
without the consent of the Collateral Agent, amend, modify or waive any
provision of Section 11 or any other provision relating to the rights or
obligations of the Collateral Agent; or (x) without the consent of the Required
A Facility Banks, amend, modify or waive (I) Sections 3.01(v), 3.01(vi),
3.02(B)(a)(i) or the definitions of A TL Percentage, B TL Percentage,
Acquisition TL Percentage or Required A Facility Banks to the extent that, in
any such case, such amendment, modification or waiver would alter the
application of prepayments or repayments as between A Term Loans, B Term

                                      -153-
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Loans and Acquisition Loans in a manner adverse to the A Term Loans or (II)
Section 3.02(A)(b) or (y) without the consent of the Required B Facility Banks,
amend, modify or waive Sections 3.01(v), 3.01(vi), 3.02(B)(a)(i) or the
definitions of A TL Percentage, B TL Percentage, Acquisition TL Percentage or
Required B Facility Banks to the extent that, in any such case, such amendment,
modification or waiver would alter the application of prepayments or repayments
as between A Term Loans, B Term Loans and Acquisition Loans in a manner adverse
to the B Term Loans or (II) Section 3.02(A)(c) or (z) without the consent of the
Required Acquisition Facility Banks, amend, modify or waive (I) Section 3.01(v),
3.01(vi), 3.02(B)(a)(i) or the definitions of A TL Percentage, B TL Percentage,
Acquisition TL Percentage or Required Acquisition Facility Banks to the extent
that, in any such case, such amendment, modification or waiver would alter the
application of prepayments or repayments as between A Term Loans, B Term Loans
and Acquisition Loans in a manner adverse to the Acquisition Loans or (II)
Section 3.02(A)(d) or the definition of Acquisition Loan Termination Date.

                  (b) If, in connection with any proposed change, waiver,
discharge or termination to any of the provisions of this Agreement as
contemplated by clause (a)(i) through (v), inclusive, of the first proviso to
Section 12.12(a), the consent of the Required Banks is obtained but the consent
of one or more of such other Banks whose consent is required is not obtained,
then the Borrower shall have the right to replace each such non-consenting Bank
or Banks (so long as all non-consenting Banks are so replaced) with one or more
Replacement Banks pursuant to Section 1.12 so long as at the time of such
replacement, each such Replacement Bank consents to the proposed change, waiver,
discharge or termination, provided that such Borrower shall not have the right
to replace a Bank solely as a result of the exercise of such Bank's rights (and
the withholding of any required consent by such Bank) pursuant to clauses
(t)-(z) of the second proviso to Section 12.12(a).

                  (c) Notwithstanding anything to the contrary contained above
in this Section 12.12, the Collateral Agent may (i) enter into amendments to the
Subsidiaries Guaranty and the Security Documents for the purpose of adding
additional Subsidiaries of the Borrower (or other Credit Parties) as parties
thereto and (ii) enter into security documents to satisfy the requirements of
Sections 7.15 and 7.17, in each case without the consent of the Required Banks.

                  12.13 Survival. All indemnities set forth herein including,
without limitation, in Sections 1.10, 1.11, 1A.06, 1B.06, 3.04, 11.06 and 12.01
shall survive the execution and delivery of this Agreement and the Notes and the
making and repayment of the Loans.

                  12.14 Domicile of Loans. Each Bank may transfer and carry its
Loans at, to or for the account of any office, Subsidiary or Affiliate of such
Bank.

                  12.15 Post-Closing Obligations. The Borrower hereby
acknowledges that in connection with certain assignments hereof, any of the
Agents or any of the Banks may be required to obtain a rating of the Obligations
and Commitments hereunder. The Borrower hereby consents to any Agent or Bank
providing to the respective rating agency such information regarding the
Obligations and creditworthiness of the Parent and its Subsidiaries as is
customary practice of such rating agency.

                  12.16 Default Exception. Notwithstanding anything to the
contrary contained in this Agreement, the lack of a first perfected security
interest being provided to the Secured Creditors by the Parent or any Subsidiary
of the Parent as described in clause (y) of the definition of Excluded
International Consolidated EBITDA and the failure of any such Person to

                                      -154-
<PAGE>

execute and deliver a Guaranty or any Security Document shall not constitute a
Default or Event of Default.

                  12.17 Special Provisions Regarding Other Amendments or
Waivers. In order to induce the Banks with C Term Loan Commitments and B
Revolving Loan Commitments to make C Term Loans or B Revolving Loans (or
participate in B Letters of Credit), as the case may be, and for the benefit of
such Banks and their successors and assigns, each Bank which executes this
Agreement agrees for itself, and its successors and assigns, that:

                  (a) such Bank (including for this purpose its successors and
         assigns) will not (s) without the consent of each Bank, amend or modify
         any provision of this Section 12.17, (t) without the consent of each
         Bank, consent to the assignment or transfer by the Parent of any of its
         rights and obligations under this Agreement, (u) without the consent of
         any Issuing Bank affected thereby, amend, modify or waive any provision
         of Section 1B or alter its rights or obligations with respect to
         Letters of Credit, (v) without the consent of the Required A Facility
         Banks, amend, modify or waive Sections 3.01(v), 3.01(vi), 3.02(B)(a)(i)
         or the definitions of A TL Percentage, B TL Percentage, C TL
         Percentage, Acquisition TL Percentage or Required A Facility Banks to
         the extent that, in any such case, such amendment, modification or
         waiver would alter the application of prepayments or repayments as
         between A Term Loans, B Term Loans, C Term Loans and Acquisition Loans
         in a manner adverse to the A Term Loans, (w) without the consent of the
         Required B Facility Banks, amend, modify or waive Sections 3.01(v),
         3.01(vi), 3.02(B)(a)(i) or the definitions of A TL Percentage, B TL
         Percentage, C TL Percentage, Acquisition TL Percentage or Required B
         Facility Banks to the extent that, in any such case, such amendment,
         modification or waiver would alter the application of prepayments or
         repayments as between A Term Loans, B Term Loans, C Term Loans and
         Acquisition Loans in a manner adverse to the B Term Loans, (x) without
         the consent of the Required C Facility Banks amend, modify or waive (I)
         Sections 3.01(v), 3.01(vi), 3.02(B)(a)(i) or the definitions of A TL
         Percentage, B TL Percentage, C TL Percentage, Acquisition TL Percentage
         or Required C Facility Banks to the extent that, in any such case, such
         amendment, modification or waiver would alter the application of
         prepayments or repayments as between A Term Loans, B Term Loans, C Term
         Loans and Acquisition Loans in a manner adverse to the C Term Loans or
         (II) Section 3.02(A)(e), (y) without the consent of the Required
         Acquisition Facility Banks, amend, modify or waive Section 3.01(v),
         3.01(vi), 3.02(B)(a)(i) or the definitions of A TL Percentage, B TL
         Percentage, C TL Percentage, Acquisition TL Percentage or Required
         Acquisition Facility Banks to the extent that, in any such case, such
         amendment, modification or waiver would alter the application of
         prepayments or repayments as between A Term Loans, B Term Loans, C Term
         Loans and Acquisition Loans in a manner adverse to the Acquisition
         Loans or (z) without the consent of Bankers Trust Company, amend the
         provisions of Section 1A.01(d) or the definition of Revolving Facility
         Borrowing Certificate in any manner adverse to the interests of Bankers
         Trust Company in its capacity as issuing bank under the Back-Stop
         Letter of Credit Agreement; and

                                      -155-
<PAGE>

                  (b) if, in connection with any proposed change, waiver,
         discharge or termination to any of the provisions of this Agreement as
         contemplated by clause (a)(s) or (t) of Section 12.17(a) above, the
         consent of the Required Banks is obtained but the consent of one or
         more of such other Banks whose consent is required is not obtained,
         then the Borrower shall have the right to replace each such
         non-consenting Bank or Banks (so long as all non-consenting Banks are
         so replaced) with one or more Replacement Banks pursuant to Section
         1.12 so long as at the time of such replacement, each such Replacement
         Bank consents to the proposed change, waiver, discharge or termination,
         provided that such Borrower shall not have the right to replace a Bank
         solely as a result of the exercise of such Bank's rights (and the
         withholding of any required consent by such Bank) pursuant to
         sub-clauses (u) through (z), inclusive, of Section 12.17(a).

                  12.18 Post-Closing Actions. Notwithstanding anything to the
contrary contained in this Agreement or the other Credit Documents, the parties
hereto acknowledge and agree that:

                  (a) UCC Filings; Filings with respect to Intellectual
Property; etc. Parent and its Subsidiaries were not required to have filed (or
cause to have filed) on or prior to the Third Restatement Effective Date
Financing Statements (Form UCC-1) or any filings with the United States Patent
and Trademark Office or the United States Copyright Office necessary to perfect
the security interest purported to be created by the Security Agreement in the
assets of HQ and its Subsidiaries. Not later than the 5th day after the Third
Restatement Effective Date, Parent and its Subsidiaries shall have filed (or
cause to have filed) all of such Financing Statements (Form UCC-1) and any
filings with the United States Patent and Trademark Office or the United States
Copyright Office necessary to perfect the security interest purported to be
created by the Security Agreement in the assets of HQ and its Subsidiaries.

                  (b) Actions by Various Foreign Subsidiaries. Parent and its
Subsidiaries shall be required to take the actions specified in Schedule XVIII
as promptly as practicable, and in any event within the time periods set forth
in said Schedule XVIII. The provisions of said Schedule XVIII shall be deemed
incorporated by reference herein as fully as if set forth herein in its
entirety.

                  (c) Good Standing of Subsidiaries. Within thirty (30) days
following the Third Restatement Effective Date, the Parent shall have caused
each of its Subsidiaries to take all actions as may be required to ensure that
each such Subsidiary is in good standing under the laws of the jurisdiction of
its organization.

                  (d) Updated Projections. Within fifteen (15) days following
the Third Restatement Effective Date, the Parent shall have delivered to each
Agent and each of the Banks updated consolidated projections in substantially
the form of the Projections delivered on the Third Restatement Effective Date
pursuant to Section 4.15, except such updated projection shall cover the period
commencing on the Third Restatement Effective Date and ending on or after
December 31, 2005 (with each reference to the "Projections" appearing in Section
6.05 hereof to be deemed to be a reference to the projections delivered pursuant
to this Section 12.18(d) at all

                                      -156-
<PAGE>

times after their delivery pursuant to this Section as if same had been
delivered on the Third Restatement Effective Date).

                  (e) Subordination Agreement. The Parent and its Subsidiaries
shall not be required to execute and deliver the Subordination Agreement on the
Third Restatement Effective Date as otherwise required by Section 4.19 but shall
instead be required to duly execute and deliver same to the Administrative Agent
within 60 days after the Third Restatement Effective Date, (or, if later, the
date of the execution and delivery of the Mezzanine Subordinated Note
Documents).

                  (f) FrontLine Indemnification Contribution Agreement. Within
30 days following the Third Restatement Effective Date (or such later date as
the Administrative Agent shall determine in its sole discretion), the Parent and
FrontLine shall have duly authorized, executed and delivered to the
Administrative Agent an indemnification contribution agreement in the form of
Exhibit O hereto (as amended, modified or supplemented from time to time, the
"FrontLine Indemnification Contribution Agreement"), and the FrontLine
Indemnification Contribution Agreement shall be in full force and effect.

                  All conditions precedent and representations contained in this
Agreement and the other Credit Documents shall be deemed modified to the extent
necessary to effect the foregoing (and to permit the taking of the actions
described above within the time periods required above, rather than as elsewhere
provided in the Credit Documents), provided that (x) to the extent any
representation and warranty would not be true because the foregoing actions were
not taken on the Third Restatement Effective Date, the respective representation
and warranty shall be required to be true and correct in all material respects
at the time the respective action is taken (or was required to be taken) in
accordance with the foregoing provisions of this Section 12.18 and (y) all
representations and warranties relating to the Security Documents shall be
required to be true immediately after the actions required to be taken by
Section 12.18 have been taken (or were required to be taken). The acceptance of
the benefits of each Credit Event shall constitute a representation, warranty
and covenant by each of the Parent and the Borrower to each of the Banks that
the actions required pursuant to this Section 12.18 will be, or have been, taken
within the relevant time periods referred to in this Section 12.18 and that, at
such time, all representations and warranties contained in this Agreement and
the other Credit Documents shall then be true and correct without any
modification pursuant to this Section 12.18, and the parties hereto acknowledge
and agree that the failure to take any of the actions required above, within the
relevant time periods required above, shall give rise to an immediate Event of
Default pursuant to this Agreement.

                  12.19 Special Provisions Regarding Pledges of Equity Interests
in, and Promissory Notes Owed by, Persons Not Organized in the United States.
The parties hereto acknowledge and agree that the provisions of the various
Security Documents executed and delivered by the Credit Parties require that,
among other things, all promissory notes executed by, and capital stock and
other equity interests in, various Persons owned by the respective Credit Party
be pledged, and delivered for pledge, pursuant to the Security Documents. The
parties hereto further acknowledge and agree that each Credit Party shall be
required to take all actions under the laws of the jurisdiction in which such
Credit Party is organized (each, a

                                      -157-
<PAGE>

"Qualified Jurisdiction") to create and perfect all security interests granted
pursuant to the various Security Documents and to take all actions under the
laws of each Qualified Jurisdiction to perfect the security interests in the
capital stock and other equity interests of, and promissory notes issued by, any
Person organized under the laws of such Qualified Jurisdictions (in each case,
to the extent said capital stock, other equity interests or promissory notes are
owned by any Credit Party). Except as provided in the immediately preceding
sentence, to the extent any Security Document requires or provides for the
pledge of promissory notes issued by, or capital stock or other equity interests
in, any Person organized under the laws of a jurisdiction other than a Qualified
Jurisdiction, it is acknowledged that, as of the Third Restatement Effective
Date, no actions have been required to be taken to perfect, under local law of
the jurisdiction of the Person who issued the respective promissory notes or
whose capital stock or other equity interests are pledged, under the Security
Documents. The Parent and the Borrower hereby agree that, following any request
by the Administrative Agent or Required Banks to do so, Parent shall, and shall
cause its Subsidiaries to, take such actions (including, without limitation, the
execution of Additional Security Documents, the making of any filings and the
delivery of appropriate legal opinions) under the local law of any jurisdiction
as are determined by the Administrative Agent or Required Banks to be necessary
or desirable in order to fully perfect, preserve or protect the security
interests granted pursuant to the various Security Documents in the promissory
notes issued by, or capital stock or other equity interests in, any Person
organized in a non-Qualified Jurisdiction under the laws of such non-Qualified
Jurisdiction. If requested to do so pursuant to this Section 12.19, all such
actions shall be taken in accordance with the provisions of this Section 12.19
and Section 7.17 and within the time periods set forth therein. All conditions
and representations contained in this Agreement and the other Credit Documents
shall be deemed modified to the extent necessary to effect the foregoing and so
that same are not violated by reason of the failure to take actions under local
law (but only with respect to capital stock of, other equity interests in, and
promissory notes issued by, Persons organized under laws of jurisdictions other
than the Qualified Jurisdiction) not required to be taken in accordance with the
provisions of this Section 12.19, provided that to the extent any representation
or warranty would not be true because the foregoing actions were not taken, the
respective representation of warranties shall be required to be true and correct
in all material respects at such time as the respective action is required to be
taken in accordance with the foregoing provisions of this Section 12.19 or
pursuant to Section 7.17.

                  Section 13.  Parent Guaranty.

                  13.01 Guaranty. In order to induce the Agents, the Collateral
Agent, the Issuing Banks and the Banks to enter into this Agreement and to
extend credit hereunder, and to induce the other Guaranteed Creditors to enter
into Interest Rate Protection or Other Hedging Agreements, and in recognition of
the direct benefits to be received by the Parent from the proceeds of the Loans,
the issuance of the Letters of Credit and the entering into of such Interest
Rate Protection Agreements and Other Hedging Agreements, the Parent hereby
agrees with the Guaranteed Creditors as follows: the Parent hereby
unconditionally and irrevocably guaranties as primary obligor and not merely as
surety the full and prompt payment when due, whether upon maturity, acceleration
or otherwise, of any and all of the Guaranteed Obligations of the Borrower to
the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the

                                      -158-
<PAGE>


Borrower to the Guaranteed Creditors becomes due and payable hereunder, the
Parent unconditionally and irrevocably promises to pay such indebtedness to the
Agents and/or the other Guaranteed Creditors, or order, on demand, together with
any and all expenses which may be incurred by the Agents and the other
Guaranteed Creditors in collecting any of the Guaranteed Obligations. If claim
is ever made upon any Guaranteed Creditor for repayment or recovery of any
amount or amounts received in payment or on account of any of the Guaranteed
Obligations and any of the aforesaid payees repays all or part of said amount by
reason of (i) any judgment, decree or order of any court or administrative body
having jurisdiction over such payee or any of its property or (ii) any
settlement or compromise of any such claim effected by such payee with any such
claimant (including the Borrower), then and in such event the Parent agrees that
any such judgment, decree, order, settlement or compromise shall be binding upon
the Parent, notwithstanding any revocation of this Parent Guaranty or other
instrument evidencing any liability of the Borrower, and the Parent shall be and
remain liable to the aforesaid payees hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by any such payee.

                  13.02 Bankruptcy. Additionally, the Parent, unconditionally
and irrevocably, guaranties the payment of any and all of the Guaranteed
Obligations of the Borrower to the Guaranteed Creditors whether or not due or
payable by the Borrower upon the occurrence of any of the events specified in
Section 9.05, and irrevocably and unconditionally promises to pay such
indebtedness to the Guaranteed Creditors, or order, on demand, in lawful money
of the United States.

                  13.03 Nature of Liability. The liability of the Parent
hereunder is exclusive and independent of any security for or other guaranty of
the Guaranteed Obligations of the Borrower, any other guarantor or by any other
party, and the liability of the Parent hereunder shall not be affected or
impaired by (a) any direction as to application of payment by the Borrower or by
any other party, or (b) any other continuing or other guaranty, undertaking or
maximum liability of a guarantor or of any other party as to the Guaranteed
Obligations of the Borrower, or (c) any payment on or in reduction of any such
other guaranty or undertaking, or (d) any dissolution, termination or increase,
decrease or change in personnel by the Borrower, or (e) any payment made to any
Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed
Creditor repays to the Borrower pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding, and
the Parent waives any right to the deferral or modification of its obligations
hereunder by reason of any such proceeding.

                  13.04 Independent Obligation. The obligations of the Parent
hereunder are independent of the obligations of any other guarantor, any other
party or the Borrower, and a separate action or actions may be brought and
prosecuted against the Parent whether or not action is brought against any other
guarantor, any other party or the Borrower and whether or not any other
guarantor, any other party or the Borrower be joined in any such action or
actions. The Parent waives, to the fullest extent permitted by law, the benefit
of any statute of limitations affecting its liability hereunder or the
enforcement thereof. Any payment by the Borrower or other circumstance which
operates to toll any statute of limitations as to the Borrower shall operate to
toll the statute of limitations as to the Parent.

                                      -159-
<PAGE>

                  13.05 Authorization. The Parent authorizes the Guaranteed
Creditors without notice or demand (except as shall be required by applicable
statute and cannot be waived), and without affecting or impairing its liability
hereunder, from time to time to:

                  (a) change the manner, place or terms of payment of, and/or
         change or extend the time of payment of, renew, increase, accelerate or
         alter, any of the Guaranteed Obligations (including any increase or
         decrease in the principal amount thereof or the rate of interest or
         fees thereon), any security therefor, or any liability incurred
         directly or indirectly in respect thereof, and the Guaranty herein made
         shall apply to the Guaranteed Obligations as so changed, extended,
         renewed or altered;

                  (b) take and hold security for the payment of the Guaranteed
         Obligations and sell, exchange, release, impair, surrender, realize
         upon or otherwise deal with in any manner and in any order any property
         by whomsoever at any time pledged or mortgaged to secure, or howsoever
         securing, the Guaranteed Obligations or any liabilities (including any
         of those hereunder) incurred directly or indirectly in respect thereof
         or hereof, and/or any offset thereagainst;

                  (c) exercise or refrain from exercising any rights against a
         Borrower, any other Credit Party or others or otherwise act or refrain
         from acting;

                  (d) release or substitute any one or more endorsers,
         guarantors, the Borrower, other Credit Parties or other obligors;

                  (e) settle or compromise any of the Guaranteed Obligations,
         any security therefor or any liability (including any of those
         hereunder) incurred directly or indirectly in respect thereof or
         hereof, and may subordinate the payment of all or any part thereof to
         the payment of any liability (whether due or not) of the Borrower to
         its creditors other than the Guaranteed Creditors;

                  (f) apply any sums by whomsoever paid or howsoever realized to
         any liability or liabilities of the Borrower to the Guaranteed
         Creditors regardless of what liability or liabilities of the Borrower
         remain unpaid;

                  (g) consent to or waive any breach of, or any act, omission or
         default under, this Agreement, any other Credit Document, any Interest
         Rate Protection or Other Hedging Agreement or any of the instruments or
         agreements referred to herein or therein, or otherwise amend, modify or
         supplement this Agreement, any other Credit Document, any Interest Rate
         Protection or Other Hedging Agreement or any of such other instruments
         or agreements; and/or

                  (h) take any other action which would, under otherwise
         applicable principles of common law, give rise to a legal or equitable
         discharge of the Parent from its liabilities under this Parent
         Guaranty.

                  13.06 Reliance. It is not necessary for any Guaranteed
Creditor to inquire into the capacity or powers of the Parent or any of its
Subsidiaries or the officers, directors, partners

                                      -160-
<PAGE>

or agents acting or purporting to act on their behalf, and any Guaranteed
Obligations made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder.

                  13.07 Subordination. Any indebtedness of the Borrower now or
hereafter owing to the Parent is hereby subordinated to the Guaranteed
Obligations of the Borrower owing to the Guaranteed Creditors; and if the
Administrative Agent so requests at a time when an Event of Default exists, all
such indebtedness of the Borrower to the Parent shall be collected, enforced and
received by the Parent for the benefit of the Guaranteed Creditors and be paid
over to the Administrative Agent on behalf of the Guaranteed Creditors on
account of the Guaranteed Obligations of the Borrower to the Guaranteed
Creditors, but without affecting or impairing in any manner the liability of the
Parent under the other provisions of this Parent Guaranty. Prior to the transfer
by the Parent of any note or negotiable instrument evidencing any such
indebtedness of the Borrower to the Parent, the Parent shall mark such note or
negotiable instrument with a legend that the same is subject to this
subordination. Without limiting the generality of the foregoing, the Parent
hereby agrees with the Guaranteed Creditors that it will not exercise any right
of subrogation which it may at any time otherwise have as a result of this
Parent Guaranty (whether contractual, under Section 509 of the Bankruptcy Code
or otherwise) until all Guaranteed Obligations have been irrevocably paid in
full in cash.

                  13.08 Waiver. (a) The Parent waives any right (except as shall
be required by applicable statute and cannot be waived) to require any
Guaranteed Creditor to (i) proceed against the Borrower, any other guarantor or
any other party, (ii) proceed against or exhaust the security held from the
Borrower, any other guarantor or any other party or (iii) pursue any other
remedy in any Guaranteed Creditor's power whatsoever. The Parent waives any
defense based on or arising out of any defense of the Borrower, any other
guarantor or any other party, other than payment of the Guaranteed Obligations
to the extent of such payment, based on or arising out of the disability of the
Borrower, the Parent, any other guarantor or any other party, or the validity,
legality or unenforceability of the Guaranteed Obligations or any part thereof
from any cause, or the cessation from any cause of the liability of the Borrower
other than payment of the Guaranteed Obligations to the extent of such payment.
The Guaranteed Creditors may, at their election, foreclose on any security held
by the Agents, the Collateral Agent or any other Guaranteed Creditor by one or
more judicial or nonjudicial sales, whether or not every aspect of any such sale
is commercially reasonable (to the extent such sale is permitted by applicable
law), or exercise any other right or remedy the Guaranteed Creditors may have
against the Borrower or any other party, or any security, without affecting or
impairing in any way the liability of the Parent hereunder except to the extent
the Guaranteed Obligations have been paid. The Parent waives any defense arising
out of any such election by the Guaranteed Creditors, even though such election
operates to impair or extinguish any right of reimbursement or subrogation or
other right or remedy of the Parent against the Borrower or any other party or
any security.

                  (b) The Parent waives all presentments, demands for
performance, protests and notices, including without limitation notices of
nonperformance, notices of protest, notices of dishonor, notices of acceptance
of this Parent Guaranty, and notices of the existence, creation or incurring of
new or additional Guaranteed Obligations. The Parent assumes all responsibility
for being and keeping itself informed of the Borrower's financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of
the Guaranteed Obligations and the

                                      -161-
<PAGE>

nature, scope and extent of the risks which the Parent assumes and incurs
hereunder, and agrees that the Agents and the other Guaranteed Creditors shall
have no duty to advise the Parent of information known to them regarding such
circumstances or risks.

                  13.09 Nature of Liability. It is the desire and intent of the
Parent and the Guaranteed Creditors that this Parent Guaranty shall be enforced
against the Parent to the fullest extent permissible under the laws and public
policies applied in each jurisdiction in which enforcement is sought. If,
however, and to the extent that, the obligations of the Parent under this Parent
Guaranty shall be adjudicated to be invalid or unenforceable for any reason
(including, without limitation, because of any applicable state or federal law
relating to fraudulent conveyances or transfers), then the amount of the
Parent's obligations under this Parent Guaranty shall be deemed to be reduced
and the Parent shall pay the maximum amount of the Guaranteed Obligations which
would be permissible under applicable law.


                                      -162-
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

  Address:
  -------
90 Park Avenue                       VANTAS INCORPORATED
Suite 3100                            (formerly known as Alliance
New York, New York  10016             National Incorporated)
Attention:  Michael Maturo
Telephone:  (212) 931-8025
Facsimile: (212) 931-8001            By: /s/ Stephen Rathkopf
                                        ------------------------------------
                                        Title: Assistant Secretary

15950 North Dallas Parkway           HQ GLOBAL HOLDINGS, INC.
Tower II, Suite 350
Dallas, TX 75248
Attention: Jill B. Louis             By: /s/ Jill B. Louis
Telephone: (972) 361-8100                -----------------------------------
Facsimile: (972) 361-8216                Title:  General Counsel


787 Seventh Avenue                   PARIBAS,
New York, New York  10019              Individually and as Administrative Agent
Attention:  Darryl Monasebian            and Arranger
Telephone:  (212) 841-2000
Facsimile:  (212) 841-2363

                                     By: /s/ Donald J. Ercole
                                        ------------------------------------
                                        Title: Managing Director

                                     By: /s/ Darryl M. Monasebian
                                        ------------------------------------
                                        Title: Director Merchant Banking Group


130 Liberty Street                   BANKERS TRUST COMPANY,
New York, NY 10006                     Individually and as Syndication Agent
Attention: Susan Swanezy
Telephone: (212) 250-2285            By: /s/ Steven P. Lapham
Facsimile: (212) 669-0743                -----------------------------------
                                         Title:  Director

390 Greenwich Avenue, 1st Floor      CITICORP REAL ESTATE, Inc.,
New York, NY 10013                     Individually and as Documentation Agent
Attention: David Bouton
Telephone: (212) 723-5884            By: /s/ David Bouton
Facsimile: (212) 723-8380                -----------------------------------
                                         Title:  Vice President


<PAGE>


C/O ING Capital Advisors LLC             ING (U.S.) CAPITAL LLC,
333 S. Grand Avenue                         Individually and as Managing Agent
Suite 4250
Los Angeles, CA 90071                    By: /s/ David A. Mazujian
Attention: Michael  Hatley                   -----------------------------------
Telephone: (213) 346-3973                    Title:  Managing Director
Facsimile: (213) 346-3995


787 Seventh Avenue                        PARIBAS CAPITAL FUNDING LLC
New York, NY 10019
Attention: Michael Weinberg               By: /s/ Jeffrey J. Youle
Telephone: (212) 841-2000                     ----------------------------------
Facsimile: (212) 841-2363                     Title:  Director


2850 West Gold Road                       FIRST SOURCE FINANCIAL LLP
Suite 520
Rolling Meadows, Illinois 60008           By: First Source Financial, Inc.,
Attention: Robert Coseo                         its Agent/Manager
Telephone: (847) 734-2071
Facsimile: (847) 734-7910
                                          By: /s/ John P. Thacker
                                             -----------------------------------
                                               Title: Senior Vice President


One State Street                          IBJ WHITEHALL BANK & TRUST
New York, New York 10004                      COMPANY (formerly, IBJ Schroder
Attention: Patricia McCormack                 Bank & Trust Company)
Telephone: (212) 858-2641
Facsimile: (212) 858-2768                 By: /s/ Patricia G. McCormack
                                             -----------------------------------
                                              Title:  Managing Director

<PAGE>

Two Renaissance Square                    PILGRIM PRIME RATE TRUST
40 North Central Avenue
Suite 1200                                By: Pilgrim Investments, Inc.,
Phoenix, Arizona 85004-3444                     as its investment manager
Attention: Jeffrey A. Bakalar
Telephone: (602) 417-8252
Facsimile: (602) 417-8327                 By: /s/ Jeffrey A. Bakalar
                                             -----------------------------------
                                             Title:  Senior Vice President

500 West Monroe Street                    HELLER FINANCIAL, INC.
Chicago, Illinois 60661
Attention: Linda Wolf
Telephone: (312) 441-7894                 By: /s/ David R. Campbell
Facsimile: (312) 441-7357                    -----------------------------------
                                             Title: Vice President


One South Wacker Drive                    SRF TRADING, INC.
33rd Floor
Chicago, Illinois 60603
Attention: James R. Fellows               By: /s/ Kelly Walker
Telephone: (312) 368-5641                    ----------------------------------
Facsimile: (312) 368-7857                    Title: Vice President



One South Wacker Drive                     STEIN ROE & FARNHAM CLO1 LTD.,
33rd Floor                                 By Stein Roe & Farnham Incorporated,
Chicago, Illinois 60603                    as Portfolio Manager
Attention: James R. Fellows
Telephone: (312) 368-5641
Facsimile: (312) 368-7857                  By: /s/ James R. Fellows
                                               --------------------------------
                                               Title:  Senior Vice President &
                                                       Portfolio  Manager

450 West 33rd Street - 15th Floor          KZH ING-2 LLC
New York, NY  10001
Attention:  Virginia Conway                By: /s/ Peter Chin
Telephone: (212) 946-7575                      ---------------------------------
Facsimile: (212) 946-7776                      Title:  Authorized Agent


<PAGE>

333 S. Grand Avenue                        THE ING CAPITAL SENIOR SECURED HIGH
Suite 4250                                  INCOME FUND, L.P.
Los Angeles, CA  90071
Attention:  Michael Hatley                 By: ING Capital Advisors LLC
Telephone: (213) 346-3972                        as Investment Advisor
Facsimile: (213) 346-3795
                                           By: /s/ Greg Masuda, CFA
                                              ---------------------------------
                                              Title: Vice President


One East Fourth Street                     THE PROVIDENT BANK
MS 216A
Cincinnati, OH 45202
Attention: Christopher Gribble             By: /s/ Nick Jevic
Telephone: (513) 579-2750                      ---------------------------------
Facsimile: (513) 579-2858                      Title:  Senior Vice President


<PAGE>

<TABLE>
<CAPTION>
                                                                                                                         SCHEDULE I
                                                                                                                         ----------

                                                            COMMITMENTS

                                                                      Acquisition    A Revolving       B Revolving
                  Existing A         Existing B        C Term Loan       Loan           Loan              Loan
      Bank        Term Loans         Term Loans         Commitment    Commitment     Commitment        Commitment         Total
      ----        ----------         ----------         ----------    ----------     ----------        ----------         -----
<S>               <C>               <C>             <C>             <C>             <C>                <C>            <C>
Paribas           $5,730,657.92       $994,436.69   $11,412,852.82  $1,649,746.15   $5,256,582.84      $3,495,186.18  $28,539,462.62

First Source      $2,302,631.58     $7,309,109.88                                   $3,850,000.00                     $13,461,741.46
Financial LLP

IBJ Whitehall     $3,955,592.12     $2,970,879.69                                   $1,000,000.00                      $7,926,471.80
Bank & Trust
Company

Pilgrim Prime                       $7,458,275.39                                                                      $7,458,275.39
Rate Trust

Paribas Capital                    $14,854,398.48                                                                     $14,854,398.48
Funding LLC

European          $3,571,875.00                                     $1,607,142.00   $2,677,858.00                      $7,856,875.00
American Bank

BHF (USA)         $3,289,473.68                                       $500,000.00   $4,500,000.00                      $8,289,473.68
Capital
Corporation

Bank Austria      $4,934,210.53                                     $1,000,000.00   $6,500,000.00                     $12,434,210.53
Creditanstalt
Corporate
Finance Inc.

Heller                             $14,916,550.76                                                                     $14,916,550.76
Financial, Inc.

SRF Trading,                        $4,972,183.59                                                                      $4,972,183.59
Inc.

KZH ING-2 LLC                       $4,972,183.59                                                                      $4,972,183.59

The ING Capital                     $2,088,317.11                                                                      $2,088,317.11
Senior Secured
High Income
Fund, L.P.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                         SCHEDULE I
                                                                                                                         ----------
                                                                                                                             Page 2


                                                                      Acquisition    A Revolving       B Revolving
                  Existing A         Existing B        C Term Loan       Loan           Loan              Loan
      Bank        Term Loans         Term Loans         Commitment    Commitment     Commitment        Commitment         Total
      ----        ----------         ----------         ----------    ----------     ----------        ----------         -----

<S>               <C>               <C>             <C>               <C>           <C>                <C>            <C>
Balanced High                       $9,944,367.17                                                                     $9,944,367.17
Yield Fund II
Limited

The Provident     $1,215,559.16     $4,345,623.98                     $243,111.85   $1,215,559.16                     $7,019,854.15
Bank

Pacifica                            $9,576,490.08                                                                     $9,576,490.08
Partners I, L.P

Stein Roe &                         $4,972,183.59                                                                     $4,972,183.59
Farnham CLO-1
Ltd.

ING (U.S.)                                          $22,146,786.80                                     $6,782,453.46  $28,929,240.26
Capital LLC

Citicorp Real                                       $33,220,180.19                                    $10,173,680.18  $43,393,860.36
Estate, Inc.

Bankers Trust                                       $33,220,180.19                                    $10,173,680.18  $43,393,860.36
Company

       Totals:      $25,000,000       $89,375,000     $100,000,000     $5,000,000     $25,000,000        $30,625,000    $275,000,000

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


                                                                     SCHEDULE II
                                                                     -----------


                                    INSURANCE
                                    ---------

       [ALL SCHEDULES (EXCEPT SCHEDULE I) TO BE PROVIDED BY THE BORROWER]



<PAGE>

                                                                   SCHEDULE III
                                                                   ------------


                                   PROJECTIONS
                                   -----------


<PAGE>


                                                                    SCHEDULE IV
                                                                    -----------



                                  REAL PROPERTY
                                  -------------



                                                                   Mortgage
   Property                        Owned/Leased                     Yes/No
   --------                        ------------                     ------


<PAGE>



                                                                     SCHEDULE V
                                                                     ----------


                              CONCENTRATION ACCOUNT
                              ---------------------


Concentration Bank                            Concentration Account
------------------                            ---------------------


<PAGE>


                                                                     SCHEDULE VI
                                                                     -----------



                                   TAX MATTERS
                                   -----------


<PAGE>


                                                                    SCHEDULE VII
                                                                    ------------



                                      ERISA
                                      -----


<PAGE>
                                                                   SCHEDULE VIII
                                                                   -------------



                                 CAPITALIZATION
                                 --------------


<PAGE>




                                                                    SCHEDULE IX
                                                                    -----------



                                  SUBSIDIARIES
                                  ------------

Percent
Name of Subsidiary           Direct Owner              Ownership
------------------           ------------              ---------


<PAGE>


                                                                     SCHEDULE X
                                                                     ----------



                              EXISTING INDEBTEDNESS
                              ---------------------


<PAGE>

                                                                     SCHEDULE XI
                                                                     -----------


                               MATERIAL CONTRACTS
                               ------------------


<PAGE>


                                                                    SCHEDULE XII
                                                                    ------------



                                 EXISTING LIENS
                                 --------------


<PAGE>


                                                                   SCHEDULE XIII
                                                                   -------------


                            BUSINESS CENTERS; OWNERS
                            ------------------------


<PAGE>


                           DUE DILIGENCE REQUIREMENTS
                           --------------------------


<PAGE>


                                                                     SCHEDULE XV
                                                                     -----------


                                  CHANGED NAMES
                                  -------------


<PAGE>

                                                                    SCHEDULE XVI
                                                                    ------------


                           EXISTING LETTERS OF CREDIT
                           --------------------------


<PAGE>


                                                                   SCHEDULE XVII



                          INDEBTEDNESS TO BE REFINANCED
                          -----------------------------


<PAGE>

<TABLE>
<CAPTION>

                                                        TABLE OF CONTENTS

                                                                                                               Page
                                                                                                               ----
<S>                                                                                                              <C>
Section 1.  Amount and Terms of Credit............................................................................1

         1.01  The Commitments....................................................................................1
         1.02  Minimum Amount of Each Borrowing...................................................................3
         1.03  Notice of Borrowing................................................................................4
         1.04  Disbursement of Funds..............................................................................4
         1.05  Notes..............................................................................................5
         1.06  Conversions........................................................................................7
         1.07  Pro Rata Borrowings................................................................................8
         1.08  Interest...........................................................................................8
         1.09  Interest Periods...................................................................................9
         1.10  Increased Costs, Illegality, etc..................................................................10
         1.11  Compensation......................................................................................12
         1.12  Replacement of Banks..............................................................................13

Section 1A.  A Letters of Credit.................................................................................15

         1A.01  A Letters of Credit..............................................................................15
         1A.02  Minimum Stated Amount............................................................................16
         1A.03  A Letter of Credit Requests......................................................................17
         1A.04  A Letter of Credit Participations................................................................17
         1A.05  Agreement to Repay A Letter of Credit Drawings...................................................19
         1A.06  Increased Costs..................................................................................19

Section 1B.  B Letters of Credit.................................................................................20

         1B.01 B Letters of Credit...............................................................................20
         1B.02  Minimum Stated Amount............................................................................21
         1B.03  B Letter of Credit Requests......................................................................21
         1B.04  B Letter of Credit Participations................................................................22
         1B.05  Agreement to Repay B Letter of Credit Drawings...................................................24
         1B.06  Increased Costs..................................................................................24

Section 2.   Commitment Commission; Fees; Reductions of Commitment...............................................25

         2.01  Fees..............................................................................................25
         2.02  Voluntary Termination of Unutilized Commitments...................................................27
         2.03  Mandatory Reduction of Commitments................................................................28

Section 3.  Prepayments; Payments; Taxes.........................................................................29

         3.01  Voluntary Prepayments.............................................................................29
         3.02  Mandatory Repayments and Commitment Reductions....................................................30
</TABLE>

                                      (i)
<PAGE>

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                              <C>

         3.03  Method and Place of Payment.......................................................................38
         3.04  Net Payments......................................................................................38

Section 4.  Conditions Precedent to Loans on the Third Restatement Effective Date................................40

         4.01  Execution of Agreement; Notes.....................................................................40
         4.02  Officer's Certificate.............................................................................40
         4.03  Opinions of Counsel...............................................................................40
         4.04  Company Documents; Proceedings....................................................................41
         4.05  Plans; Shareholders' Agreements; Management Agreements; Employment Agreements; Collective
                  Bargaining Agreements; Debt Agreements; Affiliate Contracts; Tax Sharing Agreements and
                  Material Contracts.............................................................................41
         4.06  Consent Letter....................................................................................43
         4.07  Pledge Agreement..................................................................................43
         4.08  Security Agreement................................................................................43
         4.09  Subsidiaries Guaranty.............................................................................44
         4.10     Material Adverse Change, etc...................................................................44
         4.11  Litigation........................................................................................44
         4.12  Fees, etc.........................................................................................45
         4.13  Solvency Certificate; Insurance Analyses..........................................................45
         4.14  Approvals.........................................................................................45
         4.15  Financial Statements; Projections; Compliance Letter; Compliance Certificate......................45
         4.16  Consummation of the Acquisitions; Preferred Equity Financing; Senior Subordinated Notes; etc......46
         4.17  Refinancing.......................................................................................49
         4.18  Second Amended and Restated Credit Agreement; etc.................................................50
         4.19 Subordination Agreement............................................................................50

Section 5.  Conditions Precedent to All Credit Events............................................................51

         5.01  No Default; Representations and Warranties........................................................51
         5.02  Notice of Borrowing; Letter of Credit Request.....................................................51

Section 6.  Representations, Warranties and Agreements...........................................................51

         6.01  Company Status....................................................................................52
         6.02  Company Power and Authority.......................................................................52
         6.03  No Violation......................................................................................52
         6.04  Governmental Approvals............................................................................53
         6.05  Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc..............53
         6.06  Litigation........................................................................................55
         6.07  True and Complete Disclosure......................................................................55
         6.08  Use of Proceeds; Margin Regulations...............................................................55
         6.09  Tax Returns and Payments..........................................................................56
         6.10  Compliance with ERISA.............................................................................56

</TABLE>

                                      (ii)

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                              <C>

         6.11  The Security Documents............................................................................57
         6.12  Representations and Warranties in the Documents...................................................58
         6.13  Properties........................................................................................58
         6.14  Capitalization....................................................................................59
         6.15  Subsidiaries......................................................................................60
         6.16  Compliance with Statutes, etc.....................................................................60
         6.17  Investment Company Act............................................................................60
         6.18  Public Utility Holding Company Act................................................................60
         6.19  Environmental Matters.............................................................................60
         6.20  Labor Relations...................................................................................61
         6.21  Patents, Licenses, Franchises and Formulas........................................................61
         6.22  Indebtedness......................................................................................62
         6.23  Restrictions on or Relating to Subsidiaries.......................................................62
         6.24  Foreign Pension Plans.............................................................................63
         6.25  The Transaction...................................................................................63
         6.26  Concentration Account.............................................................................63
         6.27  Material Contracts................................................................................63
         6.28  Business Centers; Owners..........................................................................63
         6.29  Senior Subordinated Notes; etc....................................................................63
         6.30  Special Purpose Corporation.......................................................................64
         6.31  Foreign Assets Control Regulations................................................................64
         6.32  Common Carrier....................................................................................64
         6.33  Customers.........................................................................................64

Section 7.  Affirmative Covenants................................................................................65

         7.01  Information Covenants.............................................................................65
         7.02  Books, Records and Inspections....................................................................68
         7.03  Maintenance of Property, Insurance................................................................69
         7.04  Corporate Franchises..............................................................................70
         7.05  Compliance with Statutes, etc.....................................................................70
         7.06  Compliance with Environmental Laws................................................................70
         7.07  ERISA.............................................................................................71
         7.08  End of Fiscal Years; Fiscal Quarters..............................................................72
         7.09  Performance of Obligations........................................................................72
         7.10  Payment of Taxes..................................................................................72
         7.11  Interest Rate Protection..........................................................................73
         7.12  Use of Proceeds...................................................................................73
         7.13  Intellectual Property Rights......................................................................73
         7.14  PIK Preferred Stock; etc..........................................................................73
         7.15  Permitted Acquisitions............................................................................73
         7.16  Register..........................................................................................78
         7.17  Further Actions...................................................................................78
         7.18  Concentration Account; Lockboxes, etc.............................................................79
         7.19  Contributions; Payments; etc......................................................................80
         7.20. Name Change.......................................................................................80
</TABLE>

                                     (iii)
<PAGE>
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                              <C>
Section 8.  Negative Covenants...................................................................................80

         8.01  Liens.............................................................................................80
         8.02  Consolidation, Merger, Purchase or Sale of Assets, etc............................................82
         8.03  Dividends.........................................................................................83
         8.04  Concentration Account; Lockboxes..................................................................84
         8.05  Indebtedness......................................................................................84
         8.06  Advances, Investments and Loans...................................................................86
         8.07  Transactions with Affiliates......................................................................88
         8.08  Capital Expenditures..............................................................................88
         8.09  Fixed Charge Coverage Ratio.......................................................................90
         8.10  Interest Coverage Ratio...........................................................................90
         8.11  Maximum Total Leverage Ratio......................................................................91
         8.12  Maximum Senior Leverage Ratio.....................................................................92
         8.13  Minimum EBITDA....................................................................................92
         8.14     Limitation on Voluntary Payments and Modification of Existing
                  Indebtedness; Limitation on Modifications of Certificate of Incorporation,
                  By-Laws and Certain Other Agreements; etc......................................................93
         8.15  Limitation on Certain Restrictions on Subsidiaries................................................95
         8.16  Limitation on Issuance of Capital Stock and Other Equity Interests................................96
         8.17  Business..........................................................................................96
         8.18  Limitation on Creation of Subsidiaries and Joint Ventures.........................................97
         8.19  Lease Agreements..................................................................................97
         8.20  Special Override Provisions.......................................................................97

Section 9.  Events of Default....................................................................................97

         9.01  Payments..........................................................................................97
         9.02  Representations, etc..............................................................................97
         9.03  Covenants.........................................................................................98
         9.04  Default Under Other Agreements....................................................................98
         9.05  Bankruptcy, etc...................................................................................98
         9.06  ERISA.............................................................................................99
         9.07  Security Documents................................................................................99
         9.08  Guaranties.......................................................................................100
         9.09  Judgments........................................................................................100
         9.10  Change in Control................................................................................100

9.11 Existing Letter of Credit Back-Stop Arrangements; Existing Letter of Credit Cash Collateral Arrangements...100


9.12  FrontLine Indemnification Contribution Agreement..........................................................100


Section 10.  Definitions and Accounting Terms...................................................................101

         10.01  Defined Terms...................................................................................101
</TABLE>



                                      (iv)


<PAGE>

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                              <C>
Section 11.  The Agents.........................................................................................141

         11.01  Appointment.....................................................................................141
         11.02  Nature of Duties................................................................................142
         11.03  Lack of Reliance on the Agents..................................................................142
         11.04  Certain Rights of the Agents....................................................................142
         11.05  Reliance........................................................................................142
         11.06  Indemnification.................................................................................143
         11.07  Each Agent in Its Individual Capacity...........................................................143
         11.08  Holders.........................................................................................143
         11.09  Resignation by the Agents.......................................................................143
         11.10.  Collateral Matters; Special Authorizations.....................................................144
         11.11.  Delivery of Information........................................................................146

Section 12.  Miscellaneous......................................................................................146

         12.01  Payment of Expenses, etc........................................................................146
         12.02  Right of Setoff.................................................................................147
         12.03  Notices.........................................................................................147
         12.04  Benefit of Agreement............................................................................148
         12.05  No Waiver; Remedies Cumulative..................................................................149
         12.06  Payments Pro Rata...............................................................................150
         12.07  Calculations; Computations......................................................................150
         12.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL..........................150
         12.09  Counterparts....................................................................................152
         12.10  Effectiveness...................................................................................152
         12.11  Headings Descriptive............................................................................152
         12.12  Amendment or Waiver.............................................................................153
         12.13  Survival........................................................................................154
         12.14  Domicile of Loans...............................................................................154
         12.15  Post-Closing Obligations........................................................................154
         12.16  Default Exception...............................................................................154
         12.17  Special Provisions Regarding Other Amendments or Waivers........................................155
         12.18  Post-Closing Actions............................................................................156
         12.19  Special Provisions Regarding Pledges of Equity Interests in, and Promissory
                Notes Owed by, Persons Not Organized in the United States.......................................157

Section 13.  Parent Guaranty....................................................................................158

         13.01  Guaranty........................................................................................158
         13.02  Bankruptcy......................................................................................159
         13.03  Nature of Liability.............................................................................159
         13.04  Independent Obligation..........................................................................159
         13.05  Authorization...................................................................................160
         13.06  Reliance........................................................................................160
         13.07  Subordination...................................................................................161
         13.08  Waiver..........................................................................................161
         13.09  Nature of Liability.............................................................................162
</TABLE>

                                      (v)
<PAGE>



         SCHEDULE I             -        COMMITMENTS
         SCHEDULE II            -        INSURANCE
         SCHEDULE III           -        PROJECTIONS
         SCHEDULE IV            -        REAL PROPERTY
         SCHEDULE V             -        CONCENTRATION ACCOUNT
         SCHEDULE VI            -        TAX MATTERS
         SCHEDULE VII           -        ERISA
         SCHEDULE VIII          -        CAPITALIZATION
         SCHEDULE IX            -        SUBSIDIARIES
         SCHEDULE X             -        EXISTING INDEBTEDNESS
         SCHEDULE XI            -        MATERIAL CONTRACTS
         SCHEDULE XII           -        EXISTING LIENS
         SCHEDULE XIII          -        BUSINESS CENTERS; OWNERS
         SCHEDULE XIV           -        DUE DILIGENCE REQUIREMENTS
         SCHEDULE XV            -        CHANGED NAMES
         SCHEDULE XVI           -        EXISTING LETTERS OF CREDIT
         SCHEDULE XVII          -        INDEBTEDNESS TO BE REFINANCED
         SCHEDULE XVIII         -        POST-CLOSING ACTIONS
         SCHEDULE XIX           -        EXISTING INVESTMENTS
         SCHEDULE XX            -        DEVELOPMENT ASSETS
         SCHEDULE XXI           -        CUSTOMERS

         EXHIBIT A-1            -        FORM OF NOTICE OF BORROWING
         EXHIBIT A-2            -        FORM OF NOTICE OF CONVERSION
         EXHIBIT B-1            -        FORM OF A TERM NOTE
         EXHIBIT B-2            -        FORM OF B TERM NOTE
         EXHIBIT B-3            -        FORM OF C TERM NOTE
         EXHIBIT B-4            -        FORM OF ACQUISITION NOTE
         EXHIBIT B-5            -        FORM OF A REVOLVING NOTE
         EXHIBIT B-6            -        FORM OF B REVOLVING NOTE
         EXHIBIT B-7            -        FORM OF LETTER OF CREDIT REQUEST
         EXHIBIT C              -        FORM OF SECTION 3.04(b)(ii) CERTIFICATE
         EXHIBIT D              -        FORM OF OPINION OF BROWN & WOOD LLP
         EXHIBIT E              -        FORM OF OFFICERS' CERTIFICATE OF CREDIT
                                            PARTIES

         EXHIBIT F              -        FORM OF AMENDED AND RESTATED
                                            PLEDGE AGREEMENT
         EXHIBIT G              -        FORM OF AMENDED AND RESTATED
                                            SECURITY AGREEMENT
         EXHIBIT H              -        FORM OF AMENDED AND RESTATED
                                            SUBSIDIARIES GUARANTY
         EXHIBIT I              -        FORM OF SOLVENCY CERTIFICATE
         EXHIBIT J              -        FORM OF CONSENT LETTER
<PAGE>

         EXHIBIT K              -        FORM OF BANK ASSIGNMENT AND
                                            ASSUMPTION AGREEMENT
         EXHIBIT L              -        FORM OF INTERCOMPANY NOTE
         EXHIBIT M              -        FORM OF SUBORDINATION AGREEMENT
         EXHIBIT N              -        FORM OF MEZZANINE SUBORDINATED NOTE
                                         PURCHASE AGREEMENT
         EXHIBIT O              -        FORM OF FRONTLINE INDEMNIFICATION
                                         CONTRIBUTION AGREEMENT

                                     (viii)