Exhibit 10.1

                                                               Execution Version

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

                                CREDIT AGREEMENT

                          Dated as of January 10, 2008

                                      among

                                GOAMERICA, INC.,

                                  as Borrower,

                    THE LENDERS AND L/C ISSUERS PARTY HERETO

                                       and

                            CHURCHILL FINANCIAL LLC,
                            as Administrative Agent,

                                       and

                               ABLECO FINANCE LLC,
                               as Collateral Agent

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


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

Article I         Definitions, Interpretation and Accounting Terms.............1

      Section 1.1       Defined Terms..........................................1

      Section 1.2       UCC Terms.............................................31

      Section 1.3       Accounting Terms and Principles.......................32

      Section 1.4       Payments..............................................32

      Section 1.5       Interpretation........................................32

Article II        The Facilities..............................................33

      Section 2.1       The Commitments.......................................33

      Section 2.2       Borrowing Procedures..................................33

      Section 2.3       Swing Loans...........................................34

      Section 2.4       Letters of Credit.....................................36

      Section 2.5       Reduction and Termination of the Commitments..........38

      Section 2.6       Repayment of Loans....................................38

      Section 2.7       Optional Prepayments..................................38

      Section 2.8       Mandatory Prepayments.................................39

      Section 2.9       Interest..............................................40

      Section 2.10      Conversion and Continuation Options...................41

      Section 2.11      Fees..................................................41

      Section 2.12      Application of Payments...............................42

      Section 2.13      Payments and Computations.............................43

      Section 2.14      Evidence of Debt......................................44

      Section 2.15      Suspension of Eurodollar Rate Option..................46

      Section 2.16      Breakage Costs; Increased Costs; Capital
                        Requirements..........................................46

      Section 2.17      Taxes.................................................47

      Section 2.18      Substitution of Lenders...............................50

Article III       Conditions To Loans And Letters Of Credit...................51

      Section 3.1       Conditions Precedent to Initial Loans and Letters
                        of Credit.............................................51

      Section 3.2       Conditions Precedent to Each Loan and Letter
                        of Credit.............................................54

      Section 3.3       Determinations of Initial Borrowing Conditions........54

Article IV        Representations and Warranties..............................54

      Section 4.1       Corporate Existence; Compliance with Law..............55

      Section 4.2       Loan and Related Documents............................55


                                      -i-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

      Section 4.3       Ownership of Group Members............................56

      Section 4.4       Financial Statements..................................56

      Section 4.5       Material Adverse Effect...............................58

      Section 4.6       Solvency..............................................58

      Section 4.7       Litigation............................................58

      Section 4.8       Taxes.................................................59

      Section 4.9       Margin Regulations....................................59

      Section 4.10      No Burdensome Obligations; No Defaults or Breaches....59

      Section 4.11      Investment Company Act................................59

      Section 4.12      Labor Matters.........................................59

      Section 4.13      ERISA.................................................60

      Section 4.14      Environmental Matters.................................61

      Section 4.15      Intellectual Property.................................61

      Section 4.16      Title; Real Property..................................62

      Section 4.17      Bank and Security Accounts............................63

      Section 4.18      Insurance.............................................63

      Section 4.19      Material Contracts....................................63

      Section 4.20      Anti Terrorism........................................63

      Section 4.21      Delivery of Material Contracts and Related Documents..63

      Section 4.22      Brokers...............................................63

      Section 4.23      Full Disclosure.......................................64

      Section 4.24      Regulatory Matters....................................64

      Section 4.25      Restricted Activities of Inactive Subsidiaries........65

Article V         Financial Covenants.........................................65

      Section 5.1       Maximum Consolidated Leverage Ratio...................65

      Section 5.2       Capital Expenditures..................................65

      Section 5.3       Minimum Net Revenue...................................66

      Section 5.4       Verizon TRS Acquisition Agreement Earn-Out............66

      Section 5.5       Revolver Availability.................................66

Article VI        Reporting Covenants.........................................66

      Section 6.1       Financial Statements..................................66

      Section 6.2       Copies of Notices and Reports.........................69


                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

      Section 6.3       Taxes.................................................69

      Section 6.4       Labor Matters.........................................70

      Section 6.5       ERISA Matters.........................................70

      Section 6.6       Environmental Matters.................................70

      Section 6.7       Other Information.....................................71

      Section 6.8       Delivery of Information to Lenders....................71

Article VII       Affirmative Covenants.......................................71

      Section 7.1       Maintenance of Corporate Existence....................71

      Section 7.2       Compliance with Laws, Etc.............................71

      Section 7.3       Payment of Obligations................................71

      Section 7.4       Maintenance of Property and Rights....................71

      Section 7.5       Maintenance of Insurance..............................72

      Section 7.6       Keeping of Books......................................72

      Section 7.7       Access to Books and Property..........................72

      Section 7.8       Environmental.........................................72

      Section 7.9       Use of Proceeds.......................................73

      Section 7.10      Additional Collateral and Guaranties..................73

      Section 7.11      Deposit Accounts; Securities Accounts and
                        Cash Collateral Accounts..............................74

      Section 7.12      Interest Rate Contracts...............................75

      Section 7.13      Payment of Taxes......................................75

      Section 7.14      ERISA.................................................75

      Section 7.15      Post-Closing Matters..................................75

Article VIII      Negative Covenants..........................................75

      Section 8.1       Indebtedness..........................................75

      Section 8.2       Liens.................................................77

      Section 8.3       Investments...........................................77

      Section 8.4       Asset Sales...........................................78

      Section 8.5       Restricted Payments...................................79

      Section 8.6       Prepayment of Indebtedness............................80

      Section 8.7       Fundamental Changes...................................80

      Section 8.8       Change in Nature of Business..........................81

      Section 8.9       Transactions with Affiliates..........................81


                                      -iii-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

      Section 8.10      Third-Party Restrictions on Indebtedness, Liens,
                        Investments or Restricted Payments....................81

      Section 8.11      Modification of Certain Documents.....................82

      Section 8.12      Accounting Changes; Fiscal Year.......................82

      Section 8.13      Margin Regulations....................................82

      Section 8.14      Compliance with ERISA.................................82

      Section 8.15      T-Mobile Obligations..................................82

Article IX        Events Of Default...........................................83

      Section 9.1       Definition............................................83

      Section 9.2       Remedies..............................................85

      Section 9.3       Actions in Respect of Letters of Credit...............85

Article X         The Agents..................................................86

      Section 10.1      Appointment and Duties................................86

      Section 10.2      Binding Effect........................................87

      Section 10.3      Use of Discretion.....................................87

      Section 10.4      Delegation of Rights and Duties.......................87

      Section 10.5      Reliance and Liability................................87

      Section 10.6      Each Agent Individually...............................88

      Section 10.7      Lender Credit Decision................................89

      Section 10.8      Expenses; Indemnities.................................89

      Section 10.9      Resignation of Agents or L/C Issuer...................89

      Section 10.10     Release of Collateral or Guarantors...................90

      Section 10.11     Additional Secured Parties............................91

      Section 10.12     Titles................................................91

Article XI        Miscellaneous...............................................91

      Section 11.1      Amendments, Waivers, Etc..............................91

      Section 11.2      Assignments and Participations; Binding Effect........92

      Section 11.3      Costs and Expenses....................................95

      Section 11.4      Indemnities...........................................96

      Section 11.5      Survival..............................................97

      Section 11.6      Limitation of Liability for Certain Damages...........97

      Section 11.7      Lender-Creditor Relationship..........................97

      Section 11.8      Right of Setoff.......................................97

                                      -iv-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

      Section 11.9      Sharing of Payments, Etc..............................98

      Section 11.10     Marshaling; Payments Set Aside........................98

      Section 11.11     Notices...............................................98

      Section 11.12     Electronic Transmissions..............................99

      Section 11.13     Governing Law........................................100

      Section 11.14     Jurisdiction.........................................100

      Section 11.15     Waiver of Jury Trial.................................101

      Section 11.16     Severability.........................................101

      Section 11.17     Execution in Counterparts............................101

      Section 11.18     Entire Agreement.....................................101

      Section 11.19     Use of Name..........................................101

      Section 11.20     Non-Public Information; Confidentiality..............102

      Section 11.21     Patriot Act Notice...................................102


                                      -v-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                        Page

                                    SCHEDULES

Schedule P-1      -  Permitted Acquisition
Schedule I        -  Commitments
Schedule II       -  Addresses for Notices
Schedule 4.1      -  Permits; Requirements of Law
Schedule 4.2      -  Consents
Schedule 4.3      -  Ownership of the Borrower and Subsidiaries
Schedule 4.4      -  Financial Statements
Schedule 4.4(f)   -  Combined Closing Date Financial Statements
Schedule 4.7      -  Litigation
Schedule 4.12     -  Labor Matters
Schedule 4.13(a)  -  List of Plans - A
Schedule 4.13(b)  -  List of Plans - B
Schedule 4.14     -  Environmental Matters
Schedule 4.15     -  Intellectual Property
Schedule 4.16     -  Real Property
Schedule 4.17     -  Bank and Security Accounts
Schedule 4.18     -  Insurance
Schedule 4.19     -  Material Contracts
Schedule 4.22     -  Brokers
Schedule 4.24     -  FCC and State Compliance
Schedule 7.15     -  Post Closing Matters
Schedule 8.1      -  Existing Indebtedness
Schedule 8.1B        Payoff Debt
Schedule 8.2      -  Existing Liens
Schedule 8.3      -  Existing Investments
Schedule 8.4      -  Permitted Asset Sales
Schedule 11.2     -  Restricted Assigns


                                    EXHIBITS

Exhibit A         -  Form of Assignment
Exhibit B         -  Form of Note
Exhibit C         -  Form of Notice of Borrowing
Exhibit D         -  Form of Swingline Request
Exhibit E         -  Form of L/C Request
Exhibit F         -  Form of Notice of Conversion or Continuation
Exhibit G         -  Form of Compliance Certificate
Exhibit H         -  Form of Guaranty and Security Agreement
Exhibit I         -  Form of Intercreditor Agreement
Exhibit J         -  Initial Projections


                                      -vi-
<PAGE>

            This CREDIT AGREEMENT, dated as of January 10, 2008, is entered into
by and among GOAMERICA, INC., a Delaware corporation ("Borrower"), the Lenders
(as defined below), the L/C Issuers (as defined below), CHURCHILL FINANCIAL LLC,
a Delaware limited liability company ("Churchill"), as administrative agent for
the Lenders and the L/C Issuers (in such capacity, and together with its
successors and permitted assigns, the "Administrative Agent") and ABLECO FINANCE
LLC, a Delaware limited liability company ("Ableco") as collateral agent for the
Lenders and the L/C Issuers (in such capacity, and together with its successors
and permitted assigns, the "Collateral Agent" and together with the
Administrative Agent, the "Agents").

            The parties hereto agree as follows:

                                   ARTICLE I

                DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

      Section 1.1 Defined Terms. As used in this Agreement,  the following terms
have the following meanings:

      "Acquisition" means (i) the purchase by GoAmerica Relay of the Verizon TRS
Division (such acquisition the "Verizon TRS Acquisition")  pursuant to the terms
of the Verizon TRS Acquisition Agreement,  and (ii) the purchase by GoAmerica of
Hands On through  the merger  (the "Hands On Merger") of the Merger Sub with and
into Hands On pursuant to the Hands On Merger Agreement.

      "Acquisition  Documents" means the Hands On Merger Agreement,  the Verizon
TRS  Acquisition  Agreement,  the Verizon  Transition  Services  Agreement,  the
Stellar Nordia Managed Services Agreement,  the Verizon Facilities Use Agreement
and the Verizon IP Licensing Agreement

      "Affected Lender" has the meaning specified in Section 2.18.

      "Affiliate"  means,  with respect to any Person,  each officer,  director,
general  partner or  joint-venturer  of such  Person and any other  Person  that
directly or indirectly  controls,  is controlled  by, or is under common control
with,  such  Person;  provided,  however,  that no  Secured  Party  shall  be an
Affiliate of the Borrower.  For purpose of this definition,  "control" means the
possession of either (a) the power to vote, or the beneficial  ownership of, 10%
or more of the Voting  Stock of such  Person or (b) the power to direct or cause
the direction of the management and policies of such Person, whether by contract
or otherwise.

      "Agreement" means this Credit Agreement.

      "Anti-Terrorism Laws" means, collectively, all laws, rules and regulations
and court orders,  injunctions and judicial decisions of all federal,  state and
local  governments and governmental  authorities  relating to terrorism or money
laundering,  including without  limitation  Executive Order No. 13224 (effective
September 24, 2001),  the USA PATRIOT Act, the laws,  rules and  regulations and
court orders, injunctions and judicial decisions comprising the Bank Secrecy Act
and the laws,  rules and regulations and court orders,  injunctions and judicial
decisions  administered  by the U.S.  Department  of Treasury  Office of Foreign
Assets Control.


                                       1
<PAGE>

      "Anti-Terrorism  Order" means  Executive Order No. 13,224 of September 24,
2001,  Blocking  Property and Prohibiting  Transactions with Persons Who Commit,
Threaten to Commit or Support  Terrorism,  66 U.S. Fed. Reg. 49, 079 (2001),  as
amended.

      "Applicable  Margin" means,  with respect to Revolving Loans,  Swing Loans
and Term Loans,  a percentage  equal to (a) during the period  commencing on the
Closing  Date and  ending on the next  date of  determination  after the  Fiscal
Quarter  ending  September 30, 2008,  the percentage set forth in the applicable
column  opposite  Level I in the table  set  forth in  clause  (b) below and (b)
thereafter,  as of each date of  determination  (and until the next such date of
determination),  a  percentage  equal to the  percentage  set forth below in the
applicable  column opposite the level  corresponding to the Consolidated  Senior
Leverage  Ratio in effect as of the last day of the most  recently  ended Fiscal
Quarter:

--------------------------------------------------------------------------------
 LEVEL   CONSOLIDATED SENIOR          BASE RATE LOANS    EURODOLLAR RATE LOANS
         LEVERAGE RATIO
--------------------------------------------------------------------------------
   I     Greater than or equal to
         3.0 to 1                           4.00                  5.00
--------------------------------------------------------------------------------
  II     Greater than or equal to
         2.00 to 1 and less than
         3.00 to 1                          3.50                  4.50
--------------------------------------------------------------------------------
  III    Less than 2.00 to 1                3.25                  4.25
--------------------------------------------------------------------------------

      Each date of determination  for the "Applicable  Margin" shall be the date
that is three (3) Business Days after  delivery by the Borrower to the Agents of
a new Compliance  Certificate  pursuant to Section 6.1(d). In the event that the
information  contained  in  any  such  Compliance  Certificate  is  shown  to be
inaccurate, and such inaccuracy, if corrected, would have led to the application
of higher  Applicable  Margins for any period (an "Applicable  Period") than the
Applicable  Margins  actually applied for such Applicable  Period,  then (i) the
Borrower shall promptly deliver to the Agents a correct  Compliance  Certificate
for such Applicable Period, (ii) the Applicable Margin shall be determined as if
such  higher  Applicable  Margin  (as set  forth  in the  above  schedule)  were
applicable  for such  Applicable  Period,  and (iii) the Borrower shall promptly
deliver to the Agents full payment in respect of the accrued additional interest
on the Revolving Loans, Swing Loans and Term Loans as a result of such increased
Applicable  Margins for such  Applicable  Period (it being  understood that this
provision  shall in no way limit the  rights of the  Agents  and the  Lenders to
exercise their rights under Section 2.9(c) or Section 9 hereof).

      "Approved Fund" means, with respect to any Lender,  any Person (other than
a natural Person) that (a) is or will be engaged in making, purchasing,  holding
or otherwise  investing in commercial loans and similar  extensions of credit in
the  ordinary  course of its  business and (b) is advised or managed by (i) such
Lender,  (ii) any  Affiliate  of such Lender or (iii) any Person  (other than an
individual)  or any  Affiliate  of any Person  (other than an  individual)  that
administers or manages such Lender.

      "Assignment"  means an assignment  agreement  entered into by a Lender, as
assignor,  and any Person, as assignee,  pursuant to the terms and provisions of
Section 11.2 (with the consent of any party whose consent is required by Section
11.2),  accepted by the Agents,  in substantially  the form of Exhibit A, or any
other form approved by the Agents.

      "Base Rate"  means,  at any time,  a rate per annum equal to the higher of
(a) the rate last quoted by The Wall Street  Journal as the latest  "U.S.  prime
rate" or, if The Wall Street  Journal ceases to quote such rate, the highest per
annum  interest rate published by the Federal  Reserve Board in Federal  Reserve
Statistical  Release  H.15 (519)  (Selected  Interest  Rates) as the "bank prime
loan" rate or, if such rate is no longer quoted therein, any similar rate quoted
therein (as


                                       2
<PAGE>

determined  by the Agents) or any similar  release by the Federal  Reserve Board
(as  determined by the Agents) and (b) the sum of 0.5% per annum and the Federal
Funds Rate.

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

      "Benefit Plan" means any employee  benefit plan as defined in Section 3(3)
of ERISA  (whether  governed by the laws of the United  States or  otherwise) to
which any Group Member  incurs or otherwise  has any  obligation  or  liability,
contingent or otherwise.

      "Borrowing" means a borrowing  consisting of Loans (other than Swing Loans
and Loans  deemed made  pursuant to Section 2.3 or 2.4) made in one  Facility on
the same day by the Lenders according to their respective Commitments under such
Facility.

      "Business Day" means any day of the year that is not a Saturday, Sunday or
a day on which banks are required or  authorized  to close in New York City and,
when determined in connection with notices and  determinations in respect of any
Eurodollar   Rate  or   Eurodollar   Rate  Loan  or  any  funding,   conversion,
continuation,  Interest  Period or payment of any Eurodollar  Rate Loan, that is
also a day on which  dealings  in Dollar  deposits  are carried on in the London
interbank market.

      "Capital Expenditures" means, for any Person for any period, the aggregate
of all expenditures, whether or not made through the incurrence of Indebtedness,
by such Person and its  Subsidiaries  during  such  period for the  acquisition,
leasing  (pursuant  to a  Capital  Lease),  construction,  replacement,  repair,
substitution  or  improvement  of  fixed  or  capital  assets  or  additions  to
equipment, in each case to the extent required to be capitalized under GAAP on a
Consolidated  balance sheet of such Person,  excluding (a) interest  capitalized
during  construction,  and (b)  expenditures  by any Person to repair or replace
assets to the extent such  expenditures  are made as a reinvestment  of, and are
funded  with,  Net  Cash  Proceeds  from a sale or  insurance  proceeds  and the
reinvestment of such proceeds is permitted  hereunder and (c) expenditures  made
as a tenant in leasehold improvements to the extent reimbursed by landlords.

      "Capital Lease" means, with respect to any Person,  any lease of, or other
arrangement  conveying the right to use, any property (whether real, personal or
mixed) by such  Person as lessee that has been or should be  accounted  for as a
capital  lease on a balance  sheet of such Person  prepared in  accordance  with
GAAP.

      "Capitalized  Lease  Obligations"  means, at any time, with respect to any
Capital  Lease,  any  lease  entered  into  as part of any  Sale  and  Leaseback
Transaction of any Person or any synthetic  lease, the amount of all obligations
of such Person that is (or that would be, if such synthetic lease or other lease
were  accounted for as a Capital  Lease)  capitalized on a balance sheet of such
Person prepared in accordance with GAAP.

      "Cash Collateral Account" means a deposit account or securities account in
the  name of the  Borrower  and  under  the  sole  control  (as  defined  in the
applicable  UCC)  of the  Collateral  Agent  and (a) in the  case  of a  deposit
account, from which the Borrower may not make withdrawals except as permitted by
the Collateral Agent and (b) in the case of a securities  account,  with respect
to which the  Collateral  Agent  shall be the  entitlement  holder  and the only
Person authorized to give entitlement orders with respect thereto.

      "Cash Equivalents" means (a) any readily-marketable  securities (i) issued
by, or directly,  unconditionally  and fully guaranteed or insured by the United
States  federal  government  or


                                       3
<PAGE>

(ii)  issued  by  any  agency  of  the  United  States  federal  government  the
obligations of which are fully backed by the full faith and credit of the United
States federal government,  (b) any readily-marketable direct obligations issued
by any other agency of the United States  federal  government,  any state of the
United  States or any  political  subdivision  of any such  state or any  public
instrumentality thereof, in each case having a rating of at least "A-1" from S&P
or at least "P-1" from Moody's, (c) any commercial paper rated at least "A-1" by
S&P or "P-1" by Moody's and issued by any Person organized under the laws of any
state  of the  United  States,  (d) any time  deposit,  insured  certificate  of
deposit, overnight bank deposit or bankers' acceptance issued or accepted by (i)
any Lender or (ii) any commercial  bank that is (A) organized  under the laws of
the  United  States,  any  state  thereof  or  the  District  of  Columbia,  (B)
"adequately  capitalized"  (as defined in the regulations of its primary federal
banking  regulators) and (C) has Tier 1 capital (as defined in such regulations)
in excess of  $250,000,000  and (e) shares of any money market fund that (i) has
substantially  all  of  its  assets  invested   continuously  in  the  types  of
investments  referred to in clause (a), (b), (c) or (d) above with maturities as
set forth in the proviso below,  (ii) has net assets in excess of  $500,000,000,
(iii)  repurchase  agreements  which are  entered  into with a  commercial  bank
described in clause (d)(ii) above and which are secured by securities  described
in clause (a)  above,  and (iv) has  obtained  from  either  S&P or Moody's  the
highest rating obtainable for money market funds in the United States; provided,
however, that the maturities of all obligations specified in any of clauses (a),
(b), (c) and (d) above shall not exceed 365 days.

      "CERCLA"  means the United States  Comprehensive  Environmental  Response,
Compensation, and Liability Act (42 U.S.C. ss.ss. 9601 et seq.).

      "Certificate of Incorporation"  means the Amended and Restated Certificate
of  Incorporation  of the Borrower,  as filed with the Secretary of State of the
State of Delaware on January 10, 2008.

      "Change of Control"  means the  occurrence  of any of the  following:  (a)
Sponsor and Reservoir Capital Group L.P. and their respective Control Investment
Affiliates  shall,   collectively,   cease  to  own  and  control,  directly  or
indirectly,  legally and  beneficially,  all of the economic  and voting  rights
associated with ownership of at least 30% of each class of the outstanding Stock
of Borrower on a fully diluted  basis,  (b) the Borrower  shall cease to own and
control,  legally  and  beneficially,  all of the  economic  and  voting  rights
associated  with ownership of all  outstanding  Stock of all classes of Stock of
each Wholly  Owned  Subsidiary  of  Borrower  except in  connection  with a Sale
permitted  hereby  pursuant  to Section  8.4 or 8.7,  (c) any person or group of
persons (within the meaning of the Securities  Exchange Act of 1934) (other than
the  Sponsor,   Reservoir  Capital  Group  L.P.  and  their  respective  Control
Investment  Affiliates)  shall have acquired  beneficial  ownership  (within the
meaning of Rule 13d-3  promulgated  by the  Securities  and Exchange  Commission
under the  Securities  Exchange  Act of 1934) of more than 30% of the issued and
outstanding shares of capital Stock of Borrower having the right to vote for the
election of directors of Borrower under ordinary  circumstances,  (d) during any
period of twelve consecutive  calendar months,  individuals who at the beginning
of such  period  (or the  Closing  Date for any  period  beginning  prior to the
Closing Date) constituted the board of directors of Borrower  (together with any
new  directors  whose  election by the board of  directors  of Borrower or whose
nomination for election by the  stockholders  of Borrower was approved by a vote
of at least a majority  of the  directors  then still in office who either  were
directors  at the  beginning  of such period (or the Closing Date for any period
beginning  prior to the  Closing  Date)  or whose  election  or  nomination  for
election was  previously  so approved)  cease for any reason other than death or
disability  to  constitute  a majority of the  directors  then in office,  (e) a
"Change of Control" or any term of similar  effect,  as defined in the  document
governing  any  Indebtedness  in an amount in  excess of  $750,000  of any Group
Member,  (f) a "Change of Control"  or any term


                                       4
<PAGE>

of  similar  effect as defined in the Second  Lien  Credit  Agreement,  or (g) a
"Change of Control of  Corporation"  or any term of similar effect as defined in
the Certificate of Incorporation.

      "Clearlake"  means  Clearlake  Capital  Group,  L.P.,  a Delaware  limited
partnership.

      "Closing  Date"  means  the  first  date on which  any Loan is made or any
Letter of Credit is Issued.

      "Code" means the U.S.  Internal Revenue Code of 1986, as amended from time
to time, and any regulations promulgated thereunder.

      "Collateral"  means all  property  and  interests in property and proceeds
thereof  now owned or  hereafter  acquired  by any Loan Party in or upon which a
Lien is granted or  purported  to be granted by such Loan Party  pursuant to any
Loan Document.

      "Combined Closing Date Financial  Statements" has the meaning specified in
Section 4.4(f).

      "Commitment"  means, with respect to any Lender,  such Lender's  Revolving
Credit Commitment and Term Loan Commitment.

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

      "Consolidated"  means,  with  respect to any Person,  the accounts of such
Person and its Subsidiaries consolidated in accordance with GAAP.

      "Consolidated Cash Interest Expense" means, with respect to any Person for
any period,  the  Consolidated  Interest  Expense of such Person for such period
paid or payable in cash with respect to such period.

      "Consolidated  EBITDA"  means,  with respect to any Person for any period,
(a) the  Consolidated Net Income of such Person for such period plus (b) the sum
of, in each case to the extent included in the calculation of such  Consolidated
Net Income but without duplication, (i) any provision for United States federal,
state,  local and foreign income taxes or other taxes  measured by income,  (ii)
Consolidated Interest Expense, amortization of debt discount and commissions and
other fees and charges  associated with  Indebtedness,  (iii) any  depreciation,
depletion and amortization  expense,  (iv) any aggregate net loss on the Sale of
property  (other  than  accounts  (as  defined  under  the  applicable  UCC) and
inventory)  outside the  ordinary  course of  business,  (v) any other  non-cash
expenditure,   charge  or  loss  for  such  period   (other  than  any  non-cash
expenditure, charge or loss relating to write-offs, write-downs or reserves with
respect to accounts and  inventory),  including  the amount of any  compensation
deduction as the result of any grant of Stock or Stock Equivalents to employees,
officers, directors or consultants,  (vi) to the extent paid within 12 months of
the Closing  Date,  non-recurring  cash charges and costs  arising in connection
with  the   Acquisition   and  related   transactions   (including  any  related
restructuring  charges  and any  aggregate  net loss on the  Sales  set forth on
Schedule 8.4 hereto) in an aggregate amount not to exceed $10,000,000, and (vii)
to the extent  paid after the  12-month  anniversary  of the Closing  Date,  any
aggregate net loss on the Sales set forth on Schedule 8.4 hereto in an aggregate
amount  not to  exceed  the  lesser  of (A)  $3,000,000  and (B) the cap  amount
referred to in the foregoing  clause (vi) which has not been used, minus (c) the
sum  of,  in  each  case  to the  extent  included  in the  calculation  of such
Consolidated  Net  Income  and  without  duplication,  (i) any credit for United
States  federal  income  taxes or other taxes  measured by net income,  (ii) any


                                       5
<PAGE>

interest  income,  (iii)  any  gain  from  extraordinary  items  and  any  other
non-recurring gain, (iv) any aggregate net gain from the Sale of property (other
than  accounts  (as defined in the  applicable  UCC) and  inventory)  out of the
ordinary  course  of  business  by such  Person,  (v) any other  non-cash  gain,
including any reversal of a charge  referred to in clause (b)(v) above by reason
of a decrease in the value of any Stock or Stock Equivalent,  and (vi) any other
cash payment in respect of  expenditures,  charges and losses to the extent that
such items have been added to  Consolidated  EBITDA of such  Person  pursuant to
clause (b)(v) above in any prior period.

      "Consolidated  Interest Expense" means, for any Person for any period, (a)
Consolidated total interest expense of such Person and its Subsidiaries for such
period and including,  in any event, (i) interest capitalized during such period
and net costs under  Interest Rate  Contracts for such period and (ii) all fees,
charges,  commissions,  discounts  and other  similar  obligations  (other  than
reimbursement  obligations) with respect to letters of credit,  bank guarantees,
banker's  acceptances,  surety  bonds  and  performance  bonds  (whether  or not
matured)  payable by such Person and its  Subsidiaries  during such period minus
(b) the sum of (i)  Consolidated  net gains of such Person and its  Subsidiaries
under  Interest Rate  Contracts for such period and (ii)  Consolidated  interest
income of such Person and its Subsidiaries for such period.

      "Consolidated  Leverage Ratio" means, with respect to any Person as of any
date, the ratio of (a) Consolidated  Total Debt of such Person outstanding as of
such date to (b) Consolidated EBITDA for such Person for the last period of four
consecutive  Fiscal  Quarters  ending on or before such date,  provided that for
purposes of determining the Consolidated Leverage Ratio for the quarter ended on
or about September 30, 2008,  Consolidated EBITDA shall be deemed to be equal to
Consolidated EBITDA for the three consecutive Fiscal Quarters ended on September
30, 2008, multiplied by 4/3.

      "Consolidated  Net Income"  means,  with  respect to any  Person,  for any
period,   the  Consolidated  net  income  (or  loss)  of  such  Person  and  its
Subsidiaries  for such period;  provided,  however,  that the following shall be
excluded:  (a) the net income of any other Person in which such Person or one of
its  Subsidiaries  has a joint interest with a third-party  (which interest does
not cause the net income of such other  Person to be  Consolidated  into the net
income of such Person),  except to the extent of the amount of cash dividends or
distributions  paid to such  Person  or  Subsidiary,  (b) the net  income of any
Subsidiary  of such Person that is, on the last day of such  period,  subject to
any restriction or limitation on the payment of dividends or the making of other
distributions,  to the extent of such  restriction or limitation and (c) the net
income of any  other  Person  arising  prior to such  other  Person  becoming  a
Subsidiary  of such Person or merging or  consolidating  into such Person or its
Subsidiaries.

      "Consolidated  Senior  Leverage  Ratio"  means,  with  respect to the Loan
Parties as of any date, the ratio of (a) the aggregate outstanding amount of the
Loans (including Swing Loans) and L/C Obligations to (b) Consolidated EBITDA for
such Person for the last period of four consecutive Fiscal Quarters ending on or
before such date, provided that for the purposes of determining the Consolidated
Senior  Leverage  Ratio for the quarter  ended on or about  September  30, 2008,
Consolidated  EBITDA shall be deemed to be equal to Consolidated  EBITDA for the
three  consecutive  Fiscal  Quarters ended on September 30, 2008,  multiplied by
4/3.

      "Consolidated  Total Debt" of any Person means all  Indebtedness of a type
described in clause (a), (b), (c)(i),  (d), (f) or (h) of the definition thereof
and all Guaranty Obligations with respect to any such Indebtedness, in each case
of such Person and its Subsidiaries on a Consolidated  basis;  provided that the
aggregate amount of any outstanding  Indebtedness  incurred


                                       6
<PAGE>

under  Section  8.1(c) in excess of $500,000  shall be deemed to be equal to the
aggregate amount of such Indebtedness multiplied by six (6).

      "Constituent  Documents" means,  with respect to any Person,  collectively
and, in each case,  together with any modification of any term thereof,  (a) the
articles  of  incorporation,  certificate  of  incorporation,   constitution  or
certificate of formation of such Person, (b) the bylaws,  operating agreement or
joint   venture   agreement  of  such  Person,   (c)  any  other   constitutive,
organizational or governing document of such Person,  whether or not equivalent,
and (d) any other document setting forth the manner of election or duties of the
directors,  officers  or  managing  members of such  Person or the  designation,
amount or relative  rights,  limitations  and  preferences  of any Stock of such
Person.

      "Contractual  Obligation" means, with respect to any Person, any provision
of any Security  issued by such Person or of any document or undertaking  (other
than a Loan  Document)  to which such Person is a party or by which it or any of
its property is bound or to which any of its property is subject.

      "Control  Agreement"  means,  with  respect to any  deposit  account,  any
securities  account,  commodity  account,  securities  entitlement  or commodity
contract,  an agreement,  in form and substance  reasonably  satisfactory to the
Agents, among the Collateral Agent, the financial institution or other Person at
which such account is maintained or with which such  entitlement  or contract is
carried  and the  Loan  Party  maintaining  such  account,  effective  to  grant
"control"  (as  defined  under the  applicable  UCC) over  such  account  to the
Collateral Agent.

      "Control  Investment  Affiliate" means, as to any Person, any other Person
that (a) directly or indirectly, is in control of, is controlled by, or is under
common  control  with,  such Person and (b) is  organized  by such Person or any
other Person  referred to in the foregoing  clause (a) primarily for the purpose
of making equity or debt  investments in one or more companies.  For purposes of
this definition,  "control" of a Person means the power, directly or indirectly,
to direct or cause the direction of the  management  and policies of such Person
whether by contract or otherwise.

      "Controlled  Deposit  Account" means each deposit  account  (including all
funds on deposit therein) that is the subject of an effective  Control Agreement
and that is maintained by any Loan Party with a financial institution reasonably
acceptable to the Agents.

      "Controlled Securities Account" means each securities account or commodity
account  (including all financial  assets held therein and all  certificates and
instruments,  if any,  representing or evidencing such financial assets) that is
the subject of an effective Control Agreement and that is maintained by any Loan
Party  with a  securities  intermediary  or  commodity  intermediary  reasonably
acceptable to the Agents.

      "Copyrights"  means all rights,  title and  interests  (and all related IP
Ancillary  Rights)  arising  under  any  Requirement  of Law in or  relating  to
copyrights in works of  authorship of any type and all mask works,  database and
design rights,  whether or not registered or published,  all  registrations  and
recordations thereof and all applications in connection therewith.

      "Corporate  Chart" means a document in form  reasonably  acceptable to the
Agents and setting forth,  as of a date set forth therein,  for each Person that
is a Loan  Party,  that is subject to Section  7.10 or that is a  Subsidiary  or
joint  venture of any of them,  (a) the full legal name of such Person,  (b) the
jurisdiction   of   organization   and  any   organizational   number   and  tax
identification


                                       7
<PAGE>

number of such Person (if  available),  (c) the location of such Person's  chief
executive office (or, if applicable,  sole place of business) and (d) the number
of  shares  of each  class  of  Stock  of such  Person  authorized,  the  number
outstanding  and the number and percentage of such  outstanding  shares for each
such class owned, directly or indirectly, by any Loan Party or any Subsidiary of
any of them.

      "Current  Assets"  means all assets that would  properly be  reflected  as
current  assets on a balance sheet for Borrower and its  Subsidiaries  as of the
close of business on the day immediately  preceding any date of determination in
accordance  with GAAP and in a manner  consistent  with the  preparation  of the
Financial Statements.

      "Current  Liabilities"  means  all  liabilities  that  would  properly  be
reflected  as  current  liabilities  on a  balance  sheet for  Borrower  and its
Subsidiaries  as of the close of business on the day  immediately  preceding any
date of  determination  in accordance with GAAP and in a manner  consistent with
the preparation of the Financial  Statements;  provided,  however, that "Current
Liabilities" shall exclude the principal amount of the Loans then outstanding.

      "Customary  Permitted Liens" means, with respect to any Person, any of the
following:

      (a) Liens (i) with respect to the payment of taxes,  assessments  or other
governmental  charges (other than any Lien imposed by ERISA or Code Section 412)
or (ii) of suppliers, carriers, materialmen,  warehousemen, workmen or mechanics
and other similar Liens,  in each case imposed by law or arising in the ordinary
course of business, and, for each of the Liens in clauses (i) and (ii) above for
amounts  that are not  overdue  or that are  being  contested  in good  faith by
appropriate  proceedings diligently conducted and with respect to which adequate
reserves or other  appropriate  provisions  are  maintained on the books of such
Person in accordance with GAAP;

      (b) (i) Liens of a  collection  bank on items in the course of  collection
arising  under Section 4-208 of the UCC as in effect in the State of New York or
any similar  section under any applicable UCC or any similar  Requirement of Law
of any foreign jurisdiction, or (ii) other rights of setoff or banker's liens in
favor of banks or other depository  institutions  arising in the ordinary course
of business;

      (c) pledges or cash deposits  made in the ordinary  course of business (i)
in  connection  with  workers'  compensation,   unemployment  insurance,  social
security or other types of  governmental  insurance or benefits  (other than any
Lien imposed by ERISA or Code Section 412),  (ii) to secure the  performance  of
bids, tenders, leases (other than Capital Leases) sales or other trade contracts
or to secure  liabilities to insurance  carriers,  lessors,  utilities and other
service  providers  (in each case,  other  than for the  repayment  of  borrowed
money),  or (iii)  made in lieu of, or to secure  the  performance  of,  surety,
customs, reclamation or performance bonds (in each case not related to judgments
or litigation);

      (d) judgment  liens (other than for the payment of taxes,  assessments  or
other  governmental  charges)  securing  judgments  and  other  proceedings  not
constituting  an Event of  Default  under  Section  9.1(f)  and  pledges or cash
deposits made in lieu of, or to secure the  performance  of,  judgment or appeal
bonds in respect of such judgments and proceedings;

      (e)  Liens (i)  arising  by  reason  of  zoning  restrictions,  easements,
licenses, reservations,  restrictions, covenants, rights-of-way,  encroachments,
minor defects or irregularities  in title (including  leasehold title) and other
similar  encumbrances  on the use of real property or


                                       8
<PAGE>

(ii)  consisting of leases,  licenses or subleases  (other than Capital  Leases)
granted by a lessor,  licensor or sublessor on its real property in the ordinary
course of business that, for each of the Liens in clauses (i) and (ii) above, do
not, in the  aggregate,  materially (x) impair the use or occupancy of such real
property or (y) interfere with the ordinary conduct of the business conducted by
the Loan Parties at such real property;

      (f) Liens of landlords and  mortgagees of landlords (i) arising by statute
or under  any  lease  or  related  Contractual  Obligation  entered  into in the
ordinary  course of  business,  (ii) on fixtures and movable  tangible  property
located on the real property  leased or subleased from such landlord,  and (iii)
for amounts not overdue or that are being contested in good faith by appropriate
proceedings  diligently  conducted  and for  which  adequate  reserves  or other
appropriate  provisions are maintained on the books of such Person in accordance
with GAAP;

      (g) the title and  interest  of a lessor or  sublessor  in and to personal
property leased or subleased (other than through a Capital Lease),  in each case
extending only to such personal property;

      (h) licenses and  sublicenses of  intellectual  property  granted to third
parties  in the  ordinary  course of  business  that do not,  in the  aggregate,
materially  (x) impair the use of such  intellectual  property or (y)  interfere
with the  ordinary  conduct of the  business  conducted by the Loan Parties with
such intellectual property;

      (i) precautionary  financing statements filed in connection with operating
leases; and

      (j) Liens for the benefit of a seller deemed to attach solely to customary
cash earnest money deposits in connection with a letter of intent or acquisition
agreement with respect to a Permitted Acquisition.

      "Default"  means any event that, with the passing of time or the giving of
notice or both, would become an Event of Default.

      "Disclosure  Documents"  means,  collectively,  all documents filed by any
Group Member with the United States Securities and Exchange Commission.

      "Dollars" and the sign "$" each mean the lawful money of the United States
of America.

      "Domestic Person" means any "United States person" under and as defined in
Section 770l(a)(30) of the Code.

      "Domestic  Subsidiary"  means any Subsidiary of the Borrower other than an
Excluded Foreign Subsidiary.

      "Electronic Transmission" means each document, instruction, authorization,
file, information and any other communication  transmitted,  posted or otherwise
made or  communicated  by e-mail or any system used to receive or transmit faxes
electronically, or otherwise to or from an E-System or other equivalent service.

      "Environmental  Laws" means all  Requirements of Law and Permits  imposing
liability  or  standards  of  conduct  for or  relating  to the  regulation  and
protection  of  occupational  health and safety,  human  health and safety (with
respect to Release of or exposure to Hazardous  Materials),  the environment and
natural  resources,   including  CERCLA,  the  SWDA,  the  Hazardous   Materials


                                       9
<PAGE>

Transportation  Act (49 U.S.C.  ss.ss.  5101 et seq.), the Federal  Insecticide,
Fungicide,  and  Rodenticide  Act (7  U.S.C.  ss.ss.  136 et  seq.),  the  Toxic
Substances  Control Act (15 U.S.C.  ss.ss.  2601 et seq.), the Clean Air Act (42
U.S.C.  ss.ss. 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C.
ss.ss. 1251 et seq.), the Occupational  Safety and Health Act (29 U.S.C.  ss.ss.
651 et seq.), the Safe Drinking Water Act (42 U.S.C. ss.ss. 300(f) et seq.), all
regulations  promulgated under any of the foregoing,  all analogous Requirements
of Law and Permits and any environmental  transfer of ownership  notification or
approval  statutes,  including the Industrial Site Recovery Act (N.J. Stat. Ann.
ss.ss. 13:1K-6 et seq.).

      "Environmental  Liabilities"  means all  Liabilities  (including  costs of
Remedial   Actions,   natural   resource  damages  and  costs  and  expenses  of
investigation  and  feasibility  studies) that may be imposed on, incurred by or
asserted  against  any Group  Member as a result of, or  related  to, any claim,
suit, action,  investigation,  proceeding or demand by any Person, whether based
in contract,  tort, implied or express warranty,  strict liability,  criminal or
civil statute or common law, or otherwise,  arising under any  Environmental Law
or in connection with any Release of or exposure to any Hazardous Material,  and
resulting from the ownership,  lease,  sublease or other operation or occupation
of property by any Group Member, whether on, prior or after the date hereof.

      "Equity Investors" means the Sponsor, Reservoir Capital Group L.P. and the
other  Persons  purchasing  Preferred  Stock of Borrower  pursuant to the Equity
Investment Documents.

      "Equity Investors Equity Investment" means the purchase of Preferred Stock
by the Equity  Investors  from the Borrower for a cash purchase price of no less
than $38,500,000.

      "Equity  Investors  Investment  Documents" means each document executed in
connection with the Equity Investors Equity Investment,  including the Preferred
Stock  Purchase  Agreement,  the  Certificate  of  Incorporation  and all  other
agreements, instruments and documents relating thereto.

      "ERISA" means the United States Employee Retirement Income Security Act of
1974, as amended from time to time, and any regulations promulgated thereunder.

      "ERISA Affiliate" means,  collectively,  any Group Member,  and any Person
under common control,  or treated as a single  employer,  with any Group Member,
within the meaning of Section 414(b), (c), (m) or (o) of the Code.

      "ERISA Event" means any of the following: (a) a reportable event described
in Section 4043(b) of ERISA (or,  unless the 30-day notice  requirement has been
duly waived under the  applicable  regulations,  Section  4043(c) of ERISA) with
respect to a Title IV Plan,  (b) the  withdrawal of any ERISA  Affiliate  from a
Title IV Plan  subject to Section  4063 of ERISA  during a plan year in which it
was a substantial  employer,  as defined in Section 4001(a)(2) of ERISA, (c) the
complete or partial  withdrawal of any ERISA  Affiliate  from any  Multiemployer
Plan,  (d) the  filing of a notice of  intent to  terminate  a Title IV Plan (or
treatment of a plan amendment as termination)  under Section 4041 of ERISA,  (e)
the  institution of  proceedings  to terminate a Title IV


                                       10
<PAGE>

Plan or  Multiemployer  Plan by the PBGC,  (f) the failure to make any  required
contribution  to any  Title IV Plan or  Multiemployer  Plan  when  due,  (g) the
imposition  of a lien under  Sections  412 or 430 of the Code or Section  302 or
4068 of ERISA on any property (or rights to property,  whether real or personal)
of any  ERISA  Affiliate,  (h)  the  failure  of a  Benefit  Plan  or any  trust
thereunder intended to qualify for tax exempt status under Section 401 or 501 of
the Code or other Requirements of Law to qualify thereunder, (i) the termination
of a Title IV Plan described in Section 4064 of ERISA;  (j) the termination of a
Multiemployer  Plan under  Section  4041A of ERISA;  (k) the  reorganization  or
insolvency of a  Multiemployer  Plan under Section 4241 or 4245 of ERISA;  (l) a
Title IV Plan is in "at risk status" within the meaning of Code Section  430(i),
(m) a Multiemployer  Plan is in "endangered  status" or "critical status" within
the meaning of Code Section 432(b);  (n) an ERISA Affiliate incurs a substantial
cessation  of  operations  within the  meaning of ERISA  Section  4062(e),  with
respect  to a Title IV Plan;  or (o) any other  event or  condition  that  might
reasonably be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Title IV Plan
or  Multiemployer  Plan or for the  imposition of any  liability  upon any ERISA
Affiliate  under  Title IV of ERISA  other  than for PBGC  premiums  due but not
delinquent.

      "E-Signature"  means the process of attaching to or logically  associating
with an  Electronic  Transmission  an  electronic  symbol,  encryption,  digital
signature or process  (including the name or an  abbreviation of the name of the
party  transmitting  the  Electronic  Transmission)  with  the  intent  to sign,
authenticate or accept such Electronic Transmission.

      "E-System"  means  any  electronic  system,  including  Intralinks(R)  and
ClearPar(R)  and  any  other  Internet  or  extranet-based  site,  whether  such
electronic  system is owned,  operated  or  hosted by the  Agents,  any of their
Related  Persons or any other Person,  providing for access to data protected by
passcodes or other security system.

      "Eurodollar Base Rate" means,  with respect to any Interest Period for any
Eurodollar Rate Loan, the rate determined by the Administrative  Agent to be the
offered  rate  for  deposits  in  Dollars  for the  applicable  Interest  Period
appearing on the Reuters Screen  LIBOR01 Page as of 11:00 a.m.  (London time) on
the second  full  Business  Day next  preceding  the first day of each  Interest
Period.  In the  event  that such rate  does not  appear on the  Reuters  Screen
LIBOR01 Page (or otherwise on the Reuters  screen) at such time, the "Eurodollar
Base Rate" shall be  determined by reference to such other  comparable  publicly
available  service for displaying the offered rate for deposit in Dollars in the
London interbank market as may be selected by the  Administrative  Agent and, in
the absence of availability, such other method to determine such offered rate as
may be selected by the Administrative Agent in its sole discretion.

      "Eurodollar  Rate" means,  with respect to any Interest Period and for any
Eurodollar Rate Loan, an interest rate per annum  determined as the ratio of (a)
the  Eurodollar  Base  Rate  with  respect  to such  Interest  Period  for  such
Eurodollar  Rate  Loan to (b) the  difference  between  the  number  one and the
Eurodollar  Reserve  Requirements  with respect to such Interest  Period and for
such Eurodollar Rate Loan.

      "Eurodollar  Rate Loan"  means any Loan that bears  interest  based on the
Eurodollar Rate.

      "Eurodollar  Reserve  Requirements"  means,  with  respect to any Interest
Period  and  for any  Eurodollar  Rate  Loan,  a rate  per  annum  equal  to the
aggregate,  without  duplication,  of the maximum rates  (expressed as a decimal
number) of reserve  requirements  in effect two (2)  Business  Days prior to the
first day of such Interest Period (including basic,  supplemental,  marginal and
emergency  reserves) under any regulations of the Federal Reserve Board or other
Governmental  Authority  having  jurisdiction  with respect thereto dealing with
reserve requirements  prescribed for eurocurrency funding (currently referred to
as  "eurocurrency  liabilities"  in Regulation D of the Federal  Reserve  Board)
maintained by a member bank of the United States Federal Reserve System.

      "Event of Default" has the meaning specified in Section 9.1.


                                       11
<PAGE>

      "Excess  Cash Flow"  means,  for any period,  (a)  Consolidated  EBITDA of
Borrower for such period minus, (b) without duplication,  (i) any cash principal
payment on the Loans  during such  period  (but only,  in the case of payment in
respect of Revolving Loans, to the extent that the Revolving Credit  Commitments
are permanently  reduced by the amount of such payment) other than any mandatory
prepayment  required  pursuant to Section  2.8(a)  because of the  existence  of
Excess  Cash  Flow or  pursuant  to  Section  2.8(b),  (ii) any  scheduled  cash
principal  payment made by the Borrower or any of its  Subsidiaries  during such
period on any Capitalized  Lease Obligation or other  Indebtedness (but only, if
such  Indebtedness  may be reborrowed,  to the extent such payment  results in a
permanent reduction in commitments thereof),  (iii) any Capital Expenditure made
by  Borrower  or any of its  Subsidiaries,  during  such  period  to the  extent
permitted  by this  Agreement,  excluding  the  portion  thereof  financed  with
long-term  Indebtedness  (other  than the  Obligations)  or the  proceeds of the
issuance or sale of Stock by the Borrower,  (iv) the Consolidated  Cash Interest
Expense of Borrower  and its  Subsidiaries  for such  period,  (v) any cash paid
during such period or payable with respect to such period to satisfy obligations
for United States  federal  income taxes or other taxes  measured by net income,
(vi) any out-of-pocket  costs and expenses of the Sponsor  reimbursed in cash by
the Borrower to the Sponsor under the Management  Agreement  during such period,
(vii) any cash paid or payable  with  respect to such period that is included in
the calculation of Consolidated  EBITDA pursuant to clauses (b)(vi) and (b)(vii)
of the  definition  thereof,  and (viii) any increase in the Working  Capital of
Borrower  during such period  (measured as the excess of such Working Capital at
the end of such  period  over such  Working  Capital  at the  beginning  of such
period) (or plus any  decrease in the  Working  Capital of Borrower  during such
period  (measured as the excess of such Working Capital at the beginning of such
period  over such  Working  Capital at the end  thereof)),  and plus (c) without
duplication,  to the extent included in the  calculation of Consolidated  EBITDA
pursuant to clause (b)(i) of the  definition  thereof,  any provision for United
States federal income taxes or other taxes measured by net income.

      "Excluded Foreign Subsidiary" means any Subsidiary of Borrower that is not
a  Domestic  Person  and in respect of which any of (a) the pledge of all of the
Stock of such  Subsidiary as Collateral  for the  Obligations,  (b) the grant by
such  Subsidiary  of a Lien  on  any  of its  property  as  Collateral  for  any
Obligation  of  Borrower  or  any  Subsidiary  thereof  or (c)  such  Subsidiary
incurring Guaranty Obligations with respect to any Obligation of the Borrower or
any Domestic  Person would,  in the good faith  judgment of Borrower,  result in
incremental adverse tax consequences to the Loan Parties and their Subsidiaries;
provided,  however, that (x) the Agents and Borrower may agree that, despite the
foregoing, any such Subsidiary shall not be an "Excluded Foreign Subsidiary" and
(y) no such  Subsidiary  shall be an  "Excluded  Foreign  Subsidiary"  if,  with
substantially  similar tax  consequences,  such  Subsidiary has entered into any
Guaranty  Obligations  with respect to, such  Subsidiary  has granted a security
interest in any of its property to secure,  or more than 66% of the Voting Stock
of  such  Subsidiary  was  pledged  to  secure,  directly  or  indirectly,   any
Indebtedness (other than the Obligations) of any Loan Party.

      "Extraordinary  Receipts"  means any cash received by any Group Member not
in the ordinary  course of business (and not  consisting of proceeds of Sales of
assets,  Indebtedness or Stock), from (i) foreign, United States, state or local
tax refunds,  (ii) pension plan  reversions,  (iii)  proceeds of insurance  (but
excluding (x) proceeds of business  interruption  insurance to the extent of the
actual out-of-pocket costs and expenses (including those relating to any damages
to  property)  incurred by such Group  Member in  connection  with the events to
which such  insurance  payments  relate and (y) any Property  Loss Event),  (iv)
judgments,  proceeds  of  settlements  or  other  consideration  of any  kind in
connection with any cause of action,  (v)  condemnation  awards (and payments in
lieu  thereof),  (vi)  indemnity  payments to the extent in excess of the actual
out-of-pocket  costs and expenses  (including  those  relating to any damages to
property)  incurred by


                                       12
<PAGE>

such Group Member in connection with the events to which such indemnity payments
relate,  (vii) any purchase  price  adjustment  received in connection  with any
purchase  agreement (other than any working capital  adjustment) and any amounts
received from escrow arrangements in connection with any purchase agreement, and
(viii)   any   indemnity   payment  to  the  extent  in  excess  of  the  actual
out-of-pockets  costs and expenses  (including  those relating to any damages to
property)  incurred by such Group Member in connection  with the events to which
such indemnity  payments relate or purchase price or similar  adjustment  (other
than any working  capital  adjustment)  pursuant to the Verizon TRS  Acquisition
Agreement and Hands On Merger Agreement.

      "Facilities" means (a) the Term Loan Facility and (b) the Revolving Credit
Facility.

      "FCC" means the United  States  Federal  Communications  Commission or any
successor agency thereto.

      "Federal Funds Rate" means,  for any period,  a fluctuating  interest rate
per annum 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 determined by the Agents in
their sole discretion.

      "Federal  Reserve Board" means the Board of Governors of the United States
Federal Reserve System and any successor thereto.

      "Fee  Letter"  means the letter  agreement,  dated as of the Closing  Date
among  Borrower,  Churchill  and Ableco with  respect to certain fees to be paid
from time to time to Churchill, Ableco and their Related Persons.

      "Financial Statement" means each financial statement delivered pursuant to
Section 4.4(a) or 6.1.

      "Fiscal  Quarter" means each three (3) fiscal month period ending on March
31, June 30, September 30 or December 31.

      "Fiscal Year" means each twelve month period ending on December 31.

      "GAAP" means generally accepted accounting principles in the United States
of  America,  as in effect  from time to time,  set  forth in the  opinions  and
pronouncements of the Accounting  Principles Board and the American Institute of
Certified  Public  Accountants,  in the  statements  and  pronouncements  of the
Financial  Accounting Standards Board and in such other statements by such other
entity  as may be in  general  use by  significant  segments  of the  accounting
profession  that  are  applicable  to  the  circumstances  as  of  the  date  of
determination. Subject to Section 1.3, all references to "GAAP" shall be to GAAP
applied  consistently  with  the  principles  used  in  the  preparation  of the
Financial Statements described in Section 4.4(a).

      "GoAmerica  Relay"  means  GoAmerica  Relay  Services  Corp.,  a  Delaware
corporation (formerly known as Acquisition 1 Corp.).

      "Governmental  Authority" means any nation,  sovereign or government,  any
state  or  other  political  subdivision  thereof,  any  agency,   authority  or
instrumentality  thereof  and any  entity  or  authority  exercising  executive,
legislative,  taxing,  judicial,  regulatory or  administrative  functions of or
pertaining to government, including any central bank, stock exchange, regulatory
body,


                                       13
<PAGE>

arbitrator,  public sector entity, supra-national entity (including the European
Union  and the  European  Central  Bank)  and any  self-regulatory  organization
(including the National Association of Insurance Commissioners).

      "Group   Members"   means,   collectively,   Borrower   and  each  of  its
Subsidiaries.

      "Group Members' Accountants" means any  nationally-recognized  independent
registered certified public accountants acceptable to the Agents;  provided that
each of WithumSmith & Brown, P.C., Grant Thornton LLP, BDO Seidman, LLP, Ernst &
Young,  PricewaterhouseCoopers,  KPMG LLP and  Deloitte  & Touche  LLP  shall be
deemed to be acceptable to the Agents.

      "Guarantor"  means each other  Wholly  Owned  Subsidiary  of the  Borrower
listed on Schedule 4.3 that is not an Excluded Foreign Subsidiary and each other
Person that enters into any Guaranty  Obligation  with respect to any Obligation
of any Loan Party.  For the  avoidance of doubt  "Guarantor"  shall not refer to
Hands On until the effective time of the Hands On Merger.

      "Guaranty and Security Agreement" means a guaranty and security agreement,
in substantially the form of Exhibit H, among the Collateral Agent, the Borrower
and Guarantors from time to time party thereto.

      "Guaranty  Obligation"  means,  as  applied to any  Person,  any direct or
indirect   liability,   contingent  or   otherwise,   of  such  Person  for  any
Indebtedness,  lease, dividend or other obligation (the "primary obligation") of
another Person (the "primary obligor"),  if the purpose or intent of such Person
in incurring such liability,  or the economic  effect  thereof,  is to guarantee
such primary  obligation  or provide  support or assurance to the holder of such
primary  obligation  or to protect or  indemnify  such holder  against loss with
respect  to such  primary  obligation,  including  (a) the  direct  or  indirect
guaranty,  endorsement  (other than for  collection  or deposit in the  ordinary
course of business), co-making,  discounting with recourse or sale with recourse
by such Person of any primary  obligation,  (b) the incurrence of  reimbursement
obligations with respect to any letter of credit or bank guarantee in support of
any primary obligation,  (c) the existence of any Lien, or any right, contingent
or  otherwise,  to receive a Lien,  on the property of such Person  securing any
part of any  primary  obligation  (but  only to the  extent of the value of such
property  securing such  obligation)  and (d) any liability of such Person for a
primary obligation through any Contractual  Obligation (contingent or otherwise)
or other  arrangement  (i) to purchase,  repurchase  or  otherwise  acquire such
primary  obligation or any security therefor or to provide funds for the payment
or discharge of such primary obligation (whether in the form of a loan, advance,
stock  purchase,  capital  contribution  or  otherwise),  (ii) to  maintain  the
solvency,  working  capital,  equity capital or any balance sheet item, level of
income or cash flow,  liquidity or financial  condition of any primary  obligor,
(iii) to make  take-or-pay  or similar  payments,  if  required,  regardless  of
non-performance  by any  other  party  to any  Contractual  Obligation,  (iv) to
purchase,  sell or lease (as lessor or lessee) any  property,  or to purchase or
sell  services,  primarily  for the purpose of enabling  the primary  obligor to
satisfy  such  primary  obligation  or to  protect  the  holder of such  primary
obligation  against loss or (v) to supply funds to or in any other manner invest
in, such primary obligor (including to pay for property or services irrespective
of whether such property is received or such services are  rendered);  provided,
however,  that "Guaranty  Obligations"  shall not include (x)  endorsements  for
collection  or  deposit  in the  ordinary  course of  business  and (y)  product
warranties given in the ordinary course of business.  The outstanding  amount of
any  Guaranty  Obligation  shall  equal the  outstanding  amount of the  primary
obligation so guaranteed or otherwise supported or, if lower, the stated maximum
reasonably  anticipated  amount for which such  Person may be liable  under such
Guaranty Obligation.


                                       14
<PAGE>

      "Hands  On"  means  Hands  On  Video  Relay  Services,  Inc.,  a  Delaware
corporation.

      "Hands  On  Merger"  has  the  meaning  specified  in  clause  (ii) of the
definition of Acquisition.

      "Hands On Merger Agreement" means the Agreement and Plan of Merger,  dated
as of September,  12, 2007, as amended by the letter  agreements dated September
17, 2007, October 8, 2007, October 11, 2007, November 6, 2007, December 31, 2007
and January 8, 2008,  by and among  Borrower,  Merger Sub,  Hands On and Bill M.
McDonagh, as stockholders' agent.

      "Hazardous  Material"  means  any  substance,  material  or waste  that is
classified,  regulated or otherwise characterized under any Environmental Law as
hazardous,  toxic,  a  contaminant  or  a  pollutant,  including  mold,  mildew,
petroleum or any  fraction  thereof,  asbestos,  polychlorinated  biphenyls  and
radioactive substances.

      "Hedging  Agreement" means any Interest Rate Contract,  foreign  exchange,
swap, option or forward contract,  spot, cap, floor or collar  transaction,  any
other derivative  instrument and any other similar  speculative  transaction and
any other similar  agreement or  arrangement  designed to alter the risks of any
Person arising from fluctuations in any underlying variable.

      "Inactive  Subsidiaries"  means,  collectively (a)  Hotpaper.com,  Inc., a
Delaware   corporation;   (b)  Outback   Resource  Group,   Inc.,  a  California
corporation; and (c) HOSLS Acquisition Corporation, a California corporation.

      "Indebtedness"  of  any  Person  means,  without  duplication,  any of the
following,  whether or not matured: (a) all indebtedness for borrowed money, (b)
all obligations  evidenced by notes, bonds,  debentures or similar  instruments,
(c) all reimbursement and all obligations with respect to (i) letters of credit,
bank guarantees or bankers' acceptances or (ii) surety, customs,  reclamation or
performance bonds (in each case not related to judgments or litigation), (d) all
obligations to pay the deferred  purchase  price of property or services,  other
than  trade  payables  incurred  in the  ordinary  course of  business  that are
unsecured  and not overdue by more than 120 days unless being  contested in good
faith,  (e) all  obligations  created or arising under any  conditional  sale or
other title retention  agreement,  regardless of whether the rights and remedies
of the seller or lender under such agreement in the event of default are limited
to repossession or sale of such property,  (f) all Capitalized Lease Obligations
and the net  present  value  (discounted  at the Base  Rate as in  effect on the
Closing Date) of future rental  payments  under all  synthetic  leases,  (g) all
obligations,  whether or not contingent, to purchase, redeem, retire, defease or
otherwise  acquire for value, or pay any dividends or other amounts with respect
to, any of its own Stock or Stock  Equivalents (or any Stock or Stock Equivalent
of a direct or indirect parent entity thereof),  in each case, prior to the date
that is one year after the Scheduled Term Loan Maturity Date,  valued at, in the
case of redeemable  preferred  Stock,  the greater of the voluntary  liquidation
preference and the involuntary liquidation preference of such Stock plus accrued
and unpaid dividends (excluding, at any time on or prior to the ninetieth (90th)
day after the Closing  Date,  the  Preferred  Stock  outstanding  on the Closing
Date),  (h) all  payments  that would be  required  to be made in respect of any
Hedging Agreement in the event of a termination (including an early termination)
on the date of determination,  and (i) all Guaranty  Obligations for obligations
of any other Person  constituting  Indebtedness of such other Person;  provided,
however,  that  the  items in each of  clauses  (a)  through  (i);  above  shall
constitute  "Indebtedness"  of such  Person  solely to the  extent,  directly or
indirectly,  (x) such  Person is liable for any part of any such  item,  (y) any
such item is secured by a Lien on such Person's property or (z) any other Person
has a right,  contingent or otherwise, to cause such Person to become liable for
any  part  of  any  such  item  or to  grant  such a


                                       15
<PAGE>

Lien. Any amount of any Indebtedness for which recourse is expressly  limited to
a specific asset shall be limited to the fair market value of such asset.

      "Indemnified Matter" has the meaning specified in Section 11.4.

      "Indemnitee" has the meaning specified in Section 11.4.

      "Initial  Projections"  means those  financial  projections  covering  the
Fiscal Years ending in 2008  through  2013,  delivered to the Agents by Borrower
prior to the date hereof and attached hereto as Exhibit J.

      "Intellectual  Property"  means  all  rights,  title and  interests  in or
relating to  intellectual  property and  industrial  property  arising under any
Requirement of Law and all IP Ancillary Rights relating  thereto,  including all
Copyrights,  Patents,  Trademarks,  Internet Domain Names,  Trade Secrets and IP
Licenses.

      "Intercreditor  Agreement" means the Intercreditor Agreement,  dated as of
the  Closing  Date,   substantially   in  the  form  of  Exhibit  I,  among  the
Administrative Agent,  Collateral Agent and the Second Lien Administrative Agent
and acknowledged by the Borrower and the other Loan Parties.

      "Interest  Period" means,  with respect to any  Eurodollar  Rate Loan, the
period  commencing on the date such Eurodollar Rate Loan is made or converted to
a  Eurodollar  Rate Loan or, if such loan is  continued,  on the last day of the
immediately preceding Interest Period therefor and, in each case, ending 1, 2, 3
or 6 months thereafter,  as selected by the Borrower pursuant hereto;  provided,
however,  that (a) if any Interest  Period would  otherwise end on a day that is
not a  Business  Day,  such  Interest  Period  shall  be  extended  to the  next
succeeding  Business Day, unless the result of such extension would be to extend
such Interest  Period into the next calendar  month, in which case such Interest
Period shall end on the  immediately  preceding  Business  Day, (b) any Interest
Period that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end
of such Interest Period) shall end on the last Business Day of a calendar month,
(c) the Borrower may not select any Interest Period (i) in the case of Revolving
Loans,  ending after the Scheduled Revolving Credit Termination Date and (ii) in
the case of Term Loans,  ending after the Scheduled Term Loan Maturity Date, (d)
the Borrower  may not select any  Interest  Period in respect of Loans having an
aggregate  principal  amount of less than  $100,000  or  integral  multiples  of
$50,000 and (e) there shall be outstanding at any one time no more than five (5)
Interest Periods.

      "Interest  Rate  Contracts"  means  all  interest  rate  swap  agreements,
interest rate cap agreements,  interest rate collar agreements and interest rate
insurance.

      "Internet  Domain Names" means all rights,  title and  interests  (and all
related IP Ancillary Rights) arising under any Requirement of Law in or relating
to Internet domain names.

      "Investment"  means,  with respect to any Person,  directly or indirectly,
(a) to own, purchase or otherwise acquire, in each case whether  beneficially or
otherwise,  any  investment  in,  including any interest in, any Security of any
other  Person  (other than any evidence of any  Obligation),  (b) to purchase or
otherwise  acquire,  whether in one transaction or in a series of  transactions,
all or a  significant  part of the  property  of any other  Person or a business
conducted  by  any  other  Person  or  all or  substantially  all of the  assets
constituting the business of a division,  branch,  brand or other unit operation
of any other  Person,  (c) to incur,  or to remain  liable  under,


                                       16
<PAGE>

any Guaranty  Obligation  for  Indebtedness  of any other Person,  to assume the
Indebtedness  of any  other  Person  or to make,  hold,  purchase  or  otherwise
acquire,  in each case  directly or  indirectly,  any  deposit,  loan,  advance,
commitment  to lend or  advance,  or other  extension  of credit  (including  by
deferring or extending the date of, in each case outside the ordinary  course of
business, the payment of the purchase price for Sales of property or services to
any other Person, to the extent such payment obligation constitutes Indebtedness
of such other Person),  excluding deposits with financial institutions available
for  withdrawal on demand,  prepaid  expenses,  accounts  receivable and similar
items created in the ordinary  course of business,  or (d) to make,  directly or
indirectly, any contribution to the capital of any other Person.

      "IP Ancillary Rights" means, with respect to any Intellectual Property, as
applicable,  all  foreign  counterparts  to,  and all  divisionals,  reversions,
continuations,  continuations-in-part,  reissues,  reexaminations,  renewals and
extensions of, such Intellectual  Property and all income,  royalties,  proceeds
and  Liabilities at any time due or payable or asserted under or with respect to
any of the foregoing or otherwise  with respect to such  Intellectual  Property,
including all rights to sue or recover at law or in equity for any past, present
or  future  infringement,   misappropriation,   dilution,   violation  or  other
impairment  thereof,  and,  in each  case,  all  rights to  obtain  any other IP
Ancillary Right.

      "IP  License"  means  all  Contractual  Obligations  (and all  related  IP
Ancillary  Rights),  whether  written  or oral,  granting  any  right  title and
interest in or relating to any Intellectual Property.

      "IRS"  means the  Internal  Revenue  Service of the United  States and any
successor thereto.

      "Issue" means, with respect to any Letter of Credit, to issue,  extend the
expiration  date of,  renew  (including  by failure  to object to any  automatic
renewal on the last day such objection is  permitted),  increase the face amount
of, or reduce or eliminate  any  scheduled  decrease in the face amount of, such
Letter of Credit,  or to cause any Person to do any of the foregoing.  The terms
"Issued" and "Issuance" have correlative meanings.

      "L/C Cash  Collateral  Account"  means  any Cash  Collateral  Account  (a)
specifically  designated  as such by the  Borrower in a notice to the Agents and
(b) from and after the  effectiveness  of such notice,  not containing any funds
other than those required under the Loan Documents to be placed therein.

      "L/C Issuer" means each Person that  hereafter  becomes an L/C Issuer with
the approval of, and  pursuant to an  agreement  with and in form and  substance
satisfactory to, the Agents and the Borrower,  in each case in their capacity as
L/C Issuers  hereunder  and together with their  successors.  Unless and until a
Person becomes an L/C Issuer  hereunder in accordance  with this definition none
of the Agents or Lenders shall have any obligation to issue Letters of Credit or
participate in Letter of Credit Obligations hereunder.

      "L/C Obligations"  means, for any Letter of Credit at any time, the sum of
(a) the L/C Reimbursement Obligations at such time for such Letter of Credit and
(b) the  aggregate  maximum  undrawn  face  amount  of  such  Letter  of  Credit
outstanding at such time.

      "L/C Reimbursement Agreement" has the meaning specified in Section 2.4(a).

      "L/C Reimbursement Date" has the meaning specified in Section 2.4(e).


                                       17
<PAGE>

      "L/C  Reimbursement  Obligation"  means,  for any  Letter of  Credit,  the
obligation of the Borrower to the L/C Issuer  thereof,  as and when matured,  to
pay all amounts drawn under such Letter of Credit.

      "L/C Request" has the meaning specified in Section 2.4(b).

      "L/C Sublimit" means $3,500,000.

      "Lender" means, collectively, the Swingline Lender and any other financial
institution or other Person that (a) is listed on the signature  pages hereof as
a "Lender" or (b) from time to time becomes a party  hereto  pursuant to Section
11.2 by execution of an Assignment, in each case together with its successors.

      "Letter of Credit" means any letter of credit  Issued  pursuant to Section
2.4.

      "Liabilities"  means  all  claims,  actions,  suits,  judgments,  damages,
losses, liability, obligations, fines, penalties, sanctions, costs, fees, taxes,
commissions,  charges,  disbursements and expenses,  in each case of any kind or
nature  (including  interest  accrued  thereon or as a result  thereto and fees,
charges  and   disbursements   of  financial,   legal  and  other  advisors  and
consultants),  whether joint or several,  whether or not  indirect,  contingent,
consequential, actual, punitive, treble or otherwise.

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

      "Loan" means any loan made or deemed made by any Lender hereunder.

      "Loan  Documents"  means,  collectively,  this Agreement,  any Notes,  the
Guaranty and Security Agreement, the Intercreditor Agreement, the Mortgages, the
Control  Agreements,  the Fee  Letter,  the L/C  Reimbursement  Agreements,  the
Secured Hedging Agreements and, when executed,  each document executed by a Loan
Party and delivered to the Administrative Agent, any Lender or any L/C Issuer in
connection with or pursuant to any of the foregoing or the Obligations, together
with any  modification  of any term,  or any waiver with  respect to, any of the
foregoing.

      "Loan Party" means the Borrower and each Guarantor.

      "Management Agreement" means the Expense Reimbursement Agreement, dated as
of the Closing Date between Borrower and Sponsor.

      "Material  Adverse  Effect" means an effect that results in or causes,  or
could reasonably be expected to result in or cause, a material adverse change in
any of (a) the  condition  (financial  or  otherwise),  business,  operations or
property of the  Borrower  or of the Group  Members,  taken as a whole,  (b) the
ability of any Loan Party to perform its obligations under any Loan Document and
(c) the  validity  or  enforceability  of any Loan  Document  or the  rights and
remedies of the Agents, the Lenders and the other Secured Parties under any Loan
Document.


                                       18
<PAGE>

      "Material  Contract" means the Stellar Nordia Managed Services  Agreement,
the Verizon Facilities Use Agreement,  Verizon IP Licensing  Agreement,  Verizon
Transition Services Agreement and all other contracts or agreements to which any
Group Member is a party as to which the breach, nonperformance,  cancellation or
failure to renew by any party  thereto  could  reasonably  be  expected to have,
either  individually or in the aggregate,  a Material  Adverse Effect.  The term
"Material  Contract" does not include the Loan Documents or the Second Lien Loan
Documents.

      "Material  Environmental   Liabilities"  means  Environmental  Liabilities
exceeding $250,000 in the aggregate.

      "Material Intellectual Property" means Intellectual Property that is owned
by or  licensed  to a Group  Member and is material to the conduct of any of the
Group  Member's  business  or, with  respect to  Intellectual  Property  that is
licensed to a Group  Member,  would  require  payments in excess of $250,000 per
annum for the license thereof.

      "Merger Sub" means HOVRS Acquisition Corporation, a Delaware corporation.

      "Moody's" means Moody's Investors Service, Inc.

      "Mortgage" means any mortgage, deed of trust or other document executed or
required  herein to be  executed  by any Loan  Party  and  granting  a  security
interest over real property in favor of the Collateral Agent as security for the
Obligations.

      "Mortgage Supporting  Documents" means, with respect to any Mortgage for a
parcel of owned real  property,  each  document  (including  title  policies  or
marked-up unconditional insurance binders (in each case, together with copies of
all documents referred to therein), maps, ALTA (or TLTA, if applicable) as-built
surveys  (in form and as to date that is  sufficiently  acceptable  to the title
insurer  issuing  title  insurance  to the  Administrative  Agent for such title
insurer to deliver  endorsements to such title insurance as reasonably requested
by the Agents),  environmental  assessments  and reports and evidence  regarding
recording and payment of fees,  insurance premium and taxes) that the Agents may
reasonably  request,  to  create,  register,  perfect,  maintain,  evidence  the
existence, substance, form or validity of or enforce a valid lien on such parcel
of real  property  in favor of the  Administrative  Agent for the benefit of the
Secured  Parties,  subject only to Permitted  Liens or other Liens as the Agents
may approve.

      "Multiemployer  Plan" means any multiemployer  plan, as defined in Section
400l(a)(3)  of ERISA,  to which any ERISA  Affiliate is making,  is obligated to
make or has made or been  obligated  to make  within  the  last  six (6)  years,
contributions  on behalf of  participants  who are or were employed or otherwise
has any obligation or liability, contingent or otherwise.

      "Net Cash Proceeds" means proceeds  received in cash from (a) any Sale of,
or Property Loss Event with respect to, property,  net of (i) the customary cash
costs,  fees and expenses paid or required to be paid in  connection  therewith,
(ii) taxes paid or reasonably estimated to be payable as a result thereof, (iii)
any  amount  required  to be paid or  prepaid on  Indebtedness  (other  than the
Obligations and Indebtedness  owing to any Group Member) secured by the property
subject  thereto (iv) amounts of any  reserves  established  as required by GAAP
against  liabilities in connection with such Sale or Property Loss Event so long
as such  reserves  are  maintained  or (b) any  sale or  issuance  of  Stock  or
incurrence  of  Indebtedness,  in  each  case  net of  brokers',  advisors'  and
investment  banking fees and other customary  underwriting  discounts,  transfer
taxes paid or payable in connection  therewith,  commissions and other customary
cash costs,  fees and


                                       19
<PAGE>

expenses,  in each case incurred in connection with such transaction;  provided,
however,  that any such proceeds  received by any Subsidiary of Borrower that is
not a Wholly Owned  Subsidiary of Borrower shall  constitute "Net Cash Proceeds"
only to the extent of the  aggregate  direct and indirect  beneficial  ownership
interest of Borrower therein.

      "Non-Funding Lender" has the meaning specified in Section 2.2(c).

      "Non-U.S.  Lender Party" means each of the Agents,  each Lender,  each L/C
Issuer,  each SPV and each  participant,  in each  case  that is not a  Domestic
Person.

      "Note" means a promissory note of the Borrower,  in substantially the form
of Exhibit B,  payable to the order of a Lender in any  Facility  in a principal
amount equal to the amount of such Lender's  Commitment under such Facility (or,
in the case of the Term Loan Facility, the aggregate initial principal amount of
the Term Loans made by such Lender).

      "Notice of Borrowing" has the meaning specified in Section 2.2.

      "Notice of  Conversion  or  Continuation"  has the  meaning  specified  in
Section 2.10.

      "Obligations"  means,  with  respect  to  any  Loan  Party,  all  amounts,
obligations,  liabilities,  covenants  and duties of every type and  description
owing by such Loan Party to the Agents,  any Lender,  any L/C Issuer,  any other
Indemnitee, any participant, any SPV or any Secured Hedging Counterparty arising
out of, under,  or in connection  with,  any Loan  Document,  whether  direct or
indirect (regardless of whether acquired by assignment), absolute or contingent,
due or to become due,  whether  liquidated  or not,  now  existing or  hereafter
arising and however acquired,  and whether or not evidenced by any instrument or
for the payment of money, including, without duplication, (a) if such Loan Party
is the Borrower, all Loans and L/C Obligations, (b) all interest, whether or not
accruing   after  the  filing  of  any  petition  in  bankruptcy  or  after  the
commencement  of any  insolvency,  reorganization  or  similar  proceeding,  and
whether or not a claim for post-filing or  post-petition  interest is allowed in
any such  proceeding,  and (c) all other fees,  expenses  (including  reasonable
fees,  charges and  disbursement of counsel),  interest,  commissions,  charges,
costs,  disbursements,  indemnities and  reimbursement of amounts paid and other
sums  chargeable  to such Loan Party  pursuant to any Loan  Document  (including
those payable to L/C Issuers as described in Section 2.11).

      "Other Taxes" has the meaning specified in Section 2.17(c).

      "Participant Register" has the meaning specified in Section 2.14(a).

      "Patents"  means all  rights,  title and  interests  (and all  related  IP
Ancillary Rights) arising under any Requirement of Law in or relating to letters
patent and applications therefor.

      "Payoff  Debt" means the  Indebtedness  described  on Schedule  8.1B which
shall be paid in full (other than contingent  indemnification  obligations as to
which no claim has been asserted) on the Closing Date.

      "Payoff Debt  Documents"  means the credit  agreement,  indenture or other
documents evidencing or governing the Payoff Debt.

      "PBGC" means the United States Pension  Benefit  Guaranty  Corporation and
any successor thereto.


                                       20
<PAGE>

      "Pension  Plan" means an  "employee  benefit  pension  plan"  described in
Section 3(2) of ERISA.

      "Permit"  means,  with  respect  to  any  Person,  any  permit,  approval,
authorization, license, registration, certificate, concession, grant, franchise,
variance or permission  from, and any other  Contractual  Obligations  with, any
Governmental  Authority, in each case whether or not having the force of law and
applicable  to or binding  upon such  Person or any of its  property or to which
such Person or any of its property is subject.

      "Permitted  Acquisition" means any Proposed Acquisition satisfying each of
the following conditions:  (a) the aggregate amounts payable in connection with,
and other  consideration for (in each case,  including all transaction costs and
all Indebtedness,  liabilities and Guaranty  Obligations  incurred or assumed in
connection  therewith or otherwise reflected in a Consolidated  balance sheet of
Borrower and the Proposed  Acquisition  Target and  including  any "earnout" and
similar payment obligations),  such Proposed Acquisition and all other Permitted
Acquisitions (other than the Acquisition) consummated on or prior to the date of
the  consummation  of such  Proposed  Acquisition  ("Purchase  Price") shall not
exceed the following  amounts (A)  excluding  any portion of the Purchase  Price
paid  through  the  issuance  of Stock of the  Borrower,  for any one  Permitted
Acquisition  (other than the  acquisition  identified  on Schedule P-1 hereto so
long as it is  consummated  in 2008),  $5,000,000  for the  Fiscal  Year  ending
December 31, 2008,  $7,500,000 for the Fiscal Year ending December 31, 2009, and
thereafter  $10,000,000,  (B) excluding  any portion of the Purchase  Price paid
through  the  issuance  of  Stock  of the  Borrower,  in the  aggregate  for all
Permitted  Acquisitions  consummated  after  the  Closing  Date,  the sum of (1)
$10,000,000,  and  (2) if  the  Consolidated  EBITDA  of  the  Borrower  exceeds
$20,000,000 for any twelve-month period beginning after the Closing Date, 50% of
the aggregate  Excess Cash Flow for the period after the Closing Date to the end
of the latest  Fiscal  Quarter,  and (C)  including  any portion of the Purchase
Price paid through the issuance of Stock of the Borrower,  for any one Permitted
Acquisition,  $20,000,000, (b) the Agents shall have received reasonable advance
notice of such Proposed Acquisition  including a reasonably detailed description
thereof at least 15 days prior to the consummation of such Proposed  Acquisition
(or such later date as may be agreed by the  Agents) and on or prior to the date
of such  Proposed  Acquisition,  the Agents  shall have  received  copies of the
acquisition  agreement and related  Contractual  Obligations and other documents
(including  financial  information and analysis,  environmental  assessments and
reports,  opinions and certificates,  if any, and lien searches) and information
reasonably  requested by the Agents,  (c) as of the date of  consummation of any
transaction as part of such Proposed  Acquisition and after giving effect to all
transactions  to occur on such date as part of such  Proposed  Acquisition,  all
conditions  set forth in Section  3.2(b) shall be  satisfied,  (d) such Proposed
Acquisition shall only involve assets primarily located in the United States and
comprising a business,  or those assets of a business,  or  substantially of the
type  engaged  in by the Loan  Parties  as of the  Closing  Date and  reasonable
extensions thereof,  (e) the Proposed  Acquisition Target shall not be projected
to incur an  operating  loss for the one year period  following  the date of the
Proposed  Acquisition,  as determined  based upon the  Acquisition Pro Forma for
such  Proposed  Acquisition,  (f) at or prior  to the  closing  of any  Proposed
Acquisition,  the Collateral  Agent will be granted a first  priority  perfected
Lien in all assets acquired  pursuant  thereto or in the assets and Stock of the
Proposed  Acquisition Target to the extent required under Section 7.10, and Loan
Parties  shall have  executed  such  documents  and taken such actions as may be
reasonably required by the Agents in connection therewith,  and (g) the Borrower
shall have delivered to the Agents and Lenders, in form and substance reasonably
satisfactory to Agents:

      (1)   a pro forma  consolidated  balance sheet,  income statement and cash
            flow statement of Borrower and its  Subsidiaries  (the  "Acquisition
            Pro Forma"),  based


                                       21
<PAGE>

            on recent  financial  statements,  which shall be complete and shall
            fairly  present in all material  respects  the assets,  liabilities,
            financial  condition  and results of  operations of Borrower and its
            Subsidiaries  in  accordance  with GAAP  consistently  applied,  but
            taking into account such Proposed Acquisition and the funding of all
            Loans in connection therewith,  and such Acquisition Pro Forma shall
            reflect  that,  on a Pro Forma  Basis as of the last day of the last
            Fiscal Quarter for which  Financial  Statements  have been delivered
            hereunder (after giving effect to such Proposed  Acquisition and all
            Loans funded in connection  therewith as if made on the first day of
            such period),  the Borrower  would have been in compliance  with the
            financial covenants set forth in Article V;

      (2)   for any one Permitted  Acquisition having a Purchase Price in excess
            of  $4,000,000,  updated  versions  of the most  recently  delivered
            Projections  covering  the 3 year period  commencing  on the date of
            such Proposed  Acquisition and otherwise prepared in accordance with
            the  Projections  (the  "Acquisition  Projections")  and based  upon
            historical  financial data of a recent date reasonably  satisfactory
            to Agents, taking into account such Proposed Acquisition; and

      (3)   a certificate of a senior  financial  officer of the Borrower to the
            effect that: (x) the  Acquisition  Pro Forma fairly  presents in all
            material  respects the  financial  condition of the Borrower and its
            Subsidiaries (on a consolidated  basis) as of the date thereof after
            giving  effect  to the  Proposed  Acquisition,  (y) the  Acquisition
            Projections are reasonable good faith estimates by management of the
            Borrower of the future financial performance of the Borrower and its
            Subsidiaries   subsequent   to  the  date  thereof  based  upon  the
            historical  performance of Borrower and its  Subsidiaries  and based
            upon available  information for the Proposed  Acquisition Target and
            show, based on such Projections,  that Borrower and its Subsidiaries
            shall continue to be in compliance with the financial  covenants set
            forth in Article V for the twelve-month  period thereafter,  and (z)
            Borrower and its  Subsidiaries  have  completed  their due diligence
            investigation  with respect to the Proposed  Acquisition  Target and
            such Proposed  Acquisition,  which  investigation was conducted in a
            manner  similar to that which would have been conducted by a prudent
            purchaser  of  a  comparable  business  and  the  results  of  which
            investigation were delivered to Agents and Lenders.

      "Permitted  Indebtedness"  means any Indebtedness of any Group Member that
is not prohibited by Section 8.1 or any other provision of any Loan Document.

      "Permitted  Investment"  means any  Investment of any Group Member that is
not prohibited by Section 8.3 or any other provision of any Loan Document.

      "Permitted  Lien" means any Lien on or with respect to the property of any
Group Member that is not prohibited by Section 8.2 or any other provision of any
Loan Document.

      "Permitted  Refinancing"  means  Indebtedness  constituting a refinancing,
extension  of  maturity  or  other  modifications  of  the  terms  of  Permitted
Indebtedness that (a) has an aggregate  outstanding principal amount not greater
than the aggregate  principal  amount of such Permitted  Indebtedness  (plus the
amount of any premiums or penalties and accrued unpaid interest paid thereon and
reasonable fees and expenses,  in each case  associated  with such  Indebtedness
being refinanced) outstanding at the time of such refinancing or extension,  (b)
has a weighted average maturity  (measured as of the date of such refinancing or
extension)  no  shorter  than that of such


                                       22
<PAGE>

Permitted Indebtedness,  (c) is not entered into as part of a Sale and Leaseback
transaction,  (d) is not  secured by any  property  or any Lien other than those
securing  such  Permitted  Indebtedness  (and  with  respect  to  any  Permitted
Refinancing  of the  Second  Lien Term  Loans is  subject  to the  Intercreditor
Agreement)  and (e) taken as a whole,  is  otherwise  no less  favorable  in any
material   respect  to  the  Group   Members,   than  those  of  such  Permitted
Indebtedness;  provided,  however, that,  notwithstanding the foregoing, (x) the
terms of such Permitted  Indebtedness  may be modified as part of such Permitted
Refinancing if such modification  would have been permitted  pursuant to Section
8.11 and (y) no Guaranty  Obligation for such Indebtedness shall constitute part
of such Permitted  Refinancing unless similar Guaranty  Obligations with respect
to such Permitted  Indebtedness existed and constituted  Permitted  Indebtedness
prior to such refinancing or extension.

      "Permitted  Reinvestment"  means, with respect to the Net Cash Proceeds of
any Sale or Property  Loss Event,  to acquire (or make Capital  Expenditures  to
finance the acquisition,  repair, improvement or construction of), to the extent
not prohibited hereunder, property useful in the business of the Borrower or any
of its  Subsidiaries  or, if such Property Loss Event involves loss or damage to
property,  to  repair  such  loss or damage  or  replace  such  lost or  damaged
property.

      "Person"  means any  individual,  partnership,  corporation  (including  a
business trust and a public benefit corporation),  joint stock company,  estate,
association, firm, enterprise, trust, limited liability company,  unincorporated
association, joint venture and any other entity or Governmental Authority.

      "Preferred  Stock" means the Series A Preferred Stock (par value $0.01 per
share) of the Borrower.

      "Preferred  Stock  Purchase  Agreement"  means the  Amended  and  Restated
Preferred Stock Purchase Agreement,  dated September 12, 2007, as amended by the
letter  agreement  dated January 1, 2008, and Amendment No. 1, dated January 10,
2008, by and among the Borrower and the Equity Investors.

      "Pro Forma Balance Sheet" has the meaning specified in Section 4.4(d).

      "Pro Forma Basis" means,  with respect to any determination for any period
and any Pro Forma Transaction,  that such determination  shall be made by giving
pro forma effect to each such Pro Forma  Transaction,  as if each such Pro Forma
Transaction  had been  consummated  on the  first day of such  period,  based on
historical  results  accounted  for in  accordance  with GAAP and, to the extent
applicable,  reasonable assumptions that are specified in detail in the relevant
Compliance  Certificate,  Financial  Statement or other document provided to the
Agents or any Lender in connection herewith in accordance with Regulation S-X of
the Securities Act of 1933.

      "Pro Forma Transaction"  means any transaction  consummated as part of any
Permitted Acquisition, together with each other transaction relating thereto and
consummated  in connection  therewith,  including any incurrence or repayment of
Indebtedness.

      "Projections"  means,  collectively,   the  Initial  Projections  and  any
document delivered pursuant to Section 6.1(f).

      "Property Loss Event" means, with respect to any property,  any loss of or
damage to such property or any taking of such property or condemnation thereof.


                                       23
<PAGE>

      "Proposed   Acquisition"  means  (a)  any  proposed  acquisition  that  is
consensual and approved by the board of directors (or other applicable governing
body) of the applicable Proposed Acquisition Target, of all or substantially all
of the assets or Stock of such  Proposed  Acquisition  Target by the Borrower or
any Subsidiary (that is a Loan Party) of the Borrower or (b) any proposed merger
of any Proposed  Acquisition  Target with or into the Borrower or any Subsidiary
(that is a Loan Party) of the  Borrower  (and,  in the case of a merger with the
Borrower, with the Borrower being the surviving corporation).

      "Proposed  Acquisition  Target"  means any  Person or any  brand,  line of
business,  division,  branch,  operating division or other unit operation of any
Person.

      "Pro Rata Outstandings" of any Lender at any time means (a) in the case of
the Term Loan Facility, the outstanding principal amount of the Term Loans owing
to such Lender and (b) in the case of the Revolving Credit Facility,  the sum of
(i) the outstanding principal amount of Revolving Loans owing to such Lender and
(ii) the  amount of the  participation  of such  Lender  in the L/C  Obligations
outstanding with respect to all Letters of Credit.

      "Pro Rata Share"  means,  with  respect to any Lender and any  Facility or
Facilities at any time, the  percentage  obtained by dividing (a) the sum of the
Commitments  (or, if such  Commitments in any such Facility are terminated,  the
Pro  Rata  Outstandings  therein)  of such  Lender  then in  effect  under  such
Facilities by (b) the sum of the  Commitments  (or, if such  Commitments  in any
such Facility are terminated,  the Pro Rata Outstandings therein) of all Lenders
then in effect under such Facilities;  provided,  however, that, if there are no
Commitments  and no Pro  Rata  Outstandings  in any  of  such  Facilities,  such
Lender's Pro Rata Share in such Facilities  shall be determined based on the Pro
Rata Share in such  Facilities  most recently in effect,  after giving effect to
any subsequent assignment and any subsequent non-pro rata payments of any Lender
pursuant to Section 2.18.

      "Register" has the meaning specified in Section 2.14(b).

      "Registered Loan" has the meaning specified in Section 2.14(c).

      "Regulatory Authority" has the meaning specified in Section 4.24.

      "Regulatory Permits" has the meaning specified in Section 4.24.

      "Reinvestment  Prepayment  Amount"  means,  with  respect  to any Net Cash
Proceeds on the  Reinvestment  Prepayment Date therefor,  the amount of such Net
Cash Proceeds less any amount paid or required to be paid by any Group Member to
make  Permitted  Reinvestments  with  such  Net  Cash  Proceeds  pursuant  to  a
Contractual  Obligation entered into prior to such Reinvestment  Prepayment Date
with any Person that is not an Affiliate of the Borrower.

      "Reinvestment  Prepayment Date" means,  with respect to any portion of any
Net Cash  Proceeds of any Sale or Property  Loss Event,  the earliest of (a) the
180th day after the  completion  of the  portion of such Sale or  Property  Loss
Event  corresponding  to such Net Cash  Proceeds,  (b) the date that is five (5)
Business  Days  after the date on which the  Borrower  shall have  notified  the
Agents of the Borrower's  determination not to make Permitted Reinvestments with
such Net Cash  Proceeds and (c) five (5)  Business  Days after the delivery of a
notice  by the  Agents  or the  Required  Lenders  to the  Borrower  during  the
continuance of any Event of Default.


                                       24
<PAGE>


      "Related Documents" means,  collectively,  the Acquisition Documents,  the
Second Lien Loan  Documents,  the Equity  Investors  Investment  Documents,  the
Management Agreement each payoff letter with respect to the Payoff Debt executed
and  delivered to the Agents in  connection  with Section  3.1(d) and each other
document  executed  with  respect  to  any  of  the  foregoing  or  any  Related
Transaction (including any employment,  consulting or similar agreement with any
member of senior management).

      "Related Party Assignment" has the meaning specified in Section 11.2(c).

      "Related Party Register" has the meaning specified in Section 2.14(b).

      "Related Person" means, with respect to any Person, each Affiliate of such
Person and each director,  officer,  employee,  agent, trustee,  representative,
attorney,  accountant and each insurance,  environmental,  legal,  financial and
other advisor  (including  those retained in connection with the satisfaction or
attempted  satisfaction  of any  condition  set forth in Article  III) and other
consultants and agents of or to such Person or any of its  Affiliates,  together
with, if such Person are the Agents, each other Person or individual designated,
nominated  or  otherwise  mandated by or helping  the Agents  pursuant to and in
accordance with Section 10.4 or any comparable provision of any Loan Document.

      "Related  Transactions"  means,  collectively,  the  consummation  of  the
Acquisition,  the  entering  into of the  Second  Lien  Loan  Documents  and the
borrowing  of the Second Lien Term Loans  thereunder,  the  consummation  of the
Equity  Investors  Equity  Investment,  the  refinancing of the Payoff Debt, the
execution  and delivery of all Related  Documents and the payment of all related
fees, costs and expenses.

      "Release" means any release, threatened release, spill, emission, leaking,
pumping, pouring,  emitting,  emptying,  escape, injection,  deposit,  disposal,
discharge,  dispersal, dumping, leaching or migration of Hazardous Material into
or through the environment.

      "Remedial   Action"   means  all   actions   required   under   applicable
Environmental  Laws to (a) clean up,  remove,  treat or in any other way address
any  Hazardous  Material  in the indoor or outdoor  environment,  (b) prevent or
minimize any Release so that a Hazardous  Material  does not migrate or endanger
or  threaten  to  endanger  public  health or  welfare  or the indoor or outdoor
environment  or  (c)  perform   pre-remedial   studies  and  investigations  and
post-remedial monitoring and care with respect to any Hazardous Material.

      "Required  Lenders"  means,  at any time,  Lenders  having at such time in
excess of 50% of the sum of the aggregate  Revolving Credit  Commitments (or, if
such Commitments are terminated, the sum of the amounts of the participations in
Swing Loans, the principal amount of unparticipated  portions of the Swing Loans
and the Pro Rata  Outstandings in the Revolving  Credit  Facility) and Term Loan
Commitments (or, if such Commitments are terminated,  the Pro Rata  Outstandings
in the Term Loan Facility) then in effect,  ignoring,  in such calculation,  the
amounts held by any Non-Funding  Lender;  provided that so long as (i) Churchill
has  not  assigned  or  transferred  more  than  25%  in  the  aggregate  of its
outstanding  Commitments  held on the Closing Date  (excluding  transfers to its
Affiliates and Related Funds)  "Requisite  Lenders" shall include  Churchill and
(ii) Ableco has not assigned or  transferred  more than 25% in the  aggregate of
its outstanding Commitments held on the Closing Date (excluding transfers to its
Affiliates and Related Funds) "Requisite Lenders" shall include Ableco.


                                       25
<PAGE>

      "Required  Revolving Credit Lenders" means, at any time,  Revolving Credit
Lenders having at such time in excess of 50% of the aggregate  Revolving  Credit
Commitments (or, if such  Commitments are terminated,  the sum of the amounts of
the  participations  in Swing Loans, the principal amount of the  unparticipated
portions  of the Swing  Loans  and the Pro Rata  Outstandings  in the  Revolving
Credit Facility) then in effect, ignoring, in such calculation, the amounts held
by any  Non-Funding  Lender;  provided  that so long  as (i)  Churchill  has not
assigned  or  transferred  more  than 25% in the  aggregate  of its  outstanding
Commitments held on the Closing Date (excluding  transfers to its Affiliates and
Related Funds) "Required  Revolving Credit Lenders" shall include  Churchill and
(ii) Ableco has not assigned or  transferred  more than 25% in the  aggregate of
its outstanding Commitments held on the Closing Date (excluding transfers to its
Affiliates and Related Funds) "Required  Revolving Credit Lenders" shall include
Ableco.

      "Requirements of Law" means, with respect to any Person, collectively, the
common  law  and  all  federal,   state,   local,   foreign,   multinational  or
international laws, statutes, codes, treaties, standards, rules and regulations,
guidelines,   ordinances,   orders,  judgments,   writs,  injunctions,   decrees
(including  administrative  or  judicial  precedents  or  authorities)  and  the
interpretation   or  administration   thereof  by,  and  other   determinations,
directives,  requirements or requests of, any  Governmental  Authority,  in each
case  whether  or not  having  the  force of law and that are  applicable  to or
binding  upon such Person or any of its  property or to which such Person or any
of its property is subject.

      "Responsible  Officer"  means,  with  respect  to any  Person,  any of the
president, chief executive officer, treasurer, assistant treasurer,  controller,
managing  member or  general  partner of such  Person  but,  in any event,  with
respect to financial matters, any such officer that is responsible for preparing
the Financial  Statements delivered hereunder and, with respect to the Corporate
Chart and other  documents  delivered  pursuant  to  Section  6.1(e),  documents
delivered on the Closing Date and documents  delivered pursuant to Section 7.10,
the  secretary  or  assistant  secretary  of such  Person or any  other  officer
responsible for maintaining the corporate and similar records of such Person.

      "Restricted   Payment"   means  (a)  any  dividend,   return  of  capital,
distribution or any other payment, whether direct or indirect (including through
the  use  of  Hedging  Agreements,   the  making,  repayment,   cancellation  or
forgiveness of Indebtedness and similar Contractual  Obligations) and whether in
cash,  Securities or other property, on account of any Stock or Stock Equivalent
of any Group Member, in each case now or hereafter  outstanding,  including with
respect to a claim for  rescission of a Sale of such Stock or Stock  Equivalent,
(b) any redemption, retirement, termination,  defeasance, cancellation, purchase
or other acquisition for value,  whether direct or indirect  (including  through
the  use  of  Hedging  Agreements,   the  making,  repayment,   cancellation  or
forgiveness of Indebtedness and similar Contractual  Obligations),  of any Stock
or Stock Equivalent of any Group Member, now or hereafter  outstanding,  and any
payment  or  other  transfer  setting  aside  funds  for  any  such  redemption,
retirement,  termination,  cancellation,  purchase or other acquisition, whether
directly  or  indirectly  and  whether  to a sinking  fund,  a  similar  fund or
otherwise and (c) any payment of a consulting or management fee (or other fee of
a similar nature) or out-of-pocket expenses in connection therewith by any Group
Member to any holder of Stock of such Group Member or its Affiliates.

      "Retiree  Welfare  Plan" means,  at any time, a Welfare Plan that provides
for continuing  coverage or benefits for any participant or any beneficiary of a
participant  after such  participant's  termination  of  employment,  other than
continuation  coverage provided pursuant to Section 4980B of the Code and at the
sole expense of the participant or the beneficiary of the participant.


                                       26
<PAGE>

      "Revolver Availability" means, as of any date of determination, the amount
by which the then effective  aggregate  Revolving Credit Commitments exceeds the
aggregate Revolving Credit Outstandings at such time.

      "Revolving Credit Commitment" means, with respect to each Revolving Credit
Lender,  the commitment of such Revolving  Credit Lender to make Revolving Loans
and acquire interests in other Revolving Credit  Outstandings,  which commitment
is in the amount set forth  opposite  such  Revolving  Credit  Lender's  name on
Schedule I under the caption  "Revolving  Credit  Commitment",  as  amended,  to
reflect  Assignments  and  as  such  amount  may be  reduced  pursuant  to  this
Agreement.  The aggregate amount of the Revolving Credit Commitments on the date
hereof equals $15,000,000.

      "Revolving Credit Facility" means the Revolving Credit Commitments and the
provisions  herein  related to the Revolving  Loans,  Swing Loans and Letters of
Credit.

      "Revolving  Credit  Lender" means each Lender that has a Revolving  Credit
Commitment,  holds a Revolving Loan or  participates in any Swing Loan or Letter
of Credit.

      "Revolving  Credit  Outstandings"  means, at any time, the sum of, in each
case to the extent outstanding at such time, (a) the aggregate  principal amount
of the  Revolving  Loans and Swing  Loans  and (b) the L/C  Obligations  for all
Letters of Credit.

      "Revolving  Credit  Termination  Date"  means  the  earliest  of  (a)  the
Scheduled  Revolving Credit Termination Date, (b) the date of termination of the
Revolving Credit Commitments  pursuant to Section 2.5 or 9.2 and (c) the date on
which the Obligations become due and payable pursuant to Section 9.2.

      "Revolving Loan" has the meaning specified in Section 2.1.

      "S&P" means Standard & Poor's Rating Services.

      "Sale and Leaseback  Transaction"  means,  with respect to any Person (the
"obligor"),  any  Contractual  Obligation  or other  arrangement  with any other
Person  (the  "counterparty")  consisting  of a  lease  by such  obligor  of any
property that, directly or indirectly,  has been or is to be Sold by the obligor
to such  counterparty or to any other Person to whom funds have been advanced by
such counterparty  based on a Lien on, or an assignment of, such property or any
obligations of such obligor under such lease.

      "Sales Disclosure Materials" has the meaning specified in Section 4.24.

      "Scheduled Revolving Credit Termination Date" means January 10, 2013.

      "Scheduled Term Loan Maturity Date" means January 10, 2014.

      "Second Lien  Administrative  Agent" means  Clearlake,  in its capacity as
administrative  agent  for the  secured  parties  under  the  Second  Lien  Loan
Documents,  or any successor  administrative  agent in accordance with the terms
thereof.

      "Second  Lien Credit  Agreement"  means the Second Lien Credit  Agreement,
dated as of the date hereof, among the Borrower,  the Second Lien Administrative
Agent, and the other agents and lenders party thereto.


                                       27
<PAGE>

      "Second Lien Loan  Documents"  means the Second Lien Credit  Agreement and
the related guarantees, pledge agreements, security agreements, mortgages, notes
and other agreements and instruments  entered into in connection with the Second
Lien Credit Agreement.

      "Second Lien Term Loans"  means the term loans in an  aggregate  principal
amount of  $30,000,000  made to the Borrower on the Closing Date pursuant to the
Second Lien Credit Agreement.

      "Secured Hedging  Agreement" means any Hedging Agreement that (a) has been
entered into with a Secured Hedging Counterparty, and (b) meets the requirements
of Section 8.1(e).

      "Secured Hedging  Counterparty"  means (a) a Person who has entered into a
Hedging  Agreement  with a Loan Party if such Hedging  Agreement was provided or
arranged by an Agent or an  Affiliate  of an Agent or, with the  approval of the
Agents, a Lender or an Affiliate of a Lender, and any assignee of such Person or
(b) with the  approval of the Agents,  a Lender or an  Affiliate of a Lender who
has entered  into a Hedging  Agreement  with a Loan Party (or a Person who was a
Lender or an Affiliate of a Lender at the time of execution  and delivery of the
Hedging Agreement).

      "Secured  Parties"  means the Lenders,  the L/C Issuers,  the Agents,  any
Secured Hedging Counterparty,  each other Indemnitee and any other holder of any
Obligation of any Loan Party.

      "Security" means all Stock, Stock Equivalents,  voting trust certificates,
bonds,  debentures,  instruments and other evidence of Indebtedness,  whether or
not secured, convertible or subordinated, all certificates of interest, share or
participation  in, all  certificates  for the  acquisition of, and all warrants,
options and other rights to acquire, any Security.

      "Sell" means,  with respect to any property,  to sell,  convey,  transfer,
assign,  license,  lease or  otherwise  dispose of, any  interest  therein or to
permit any Person to acquire any such interest, including, in each case, through
a Sale and  Leaseback  Transaction  or through a sale,  factoring  at  maturity,
collection  of or other  disposal,  with or  without  recourse,  of any notes or
accounts  receivable.   Conjugated  forms  thereof  and  the  noun  "Sale"  have
correlative meanings.

      "Solvent"   means,   with  respect  to  any  Person  as  of  any  date  of
determination, that, as of such date, (a) the value of the assets of such Person
(both at fair value and present fair  saleable  value) is greater than the total
amount of liabilities  (including  contingent and  unliquidated  liabilities) of
such Person,  (b) such Person is able to pay all  liabilities  of such Person as
such  liabilities  mature and (c) such Person does not have  unreasonably  small
capital.  In computing the amount of contingent or  unliquidated  liabilities at
any time, such liabilities shall be computed at the amount that, in light of all
the facts and  circumstances  existing at such time,  represents the amount that
can reasonably be expected to become an actual or matured liability.

      "Sponsor" means CCP A, L.P., a Delaware limited partnership.

      "SPV" means any special purpose  funding  vehicle  identified as such in a
writing by any Lender to the Agents.

      "SPV Register" has the meaning specified in Section 2.14(a).

      "Stellar Nordia Managed  Services  Agreement"  means the Managed  Services
Agreement,  dated  August 1,  2007,  between  Stellar  Nordia  Services  LLC and
GoAmerica  Relay, as amended


                                       28
<PAGE>

by Amendment  No.1,  dated  October 18, 2007,  and the  Amendment  thereto dated
November 13, 2007.

      "Stock" means all shares of capital stock  (whether  denominated as common
stock  or  preferred  stock),  equity  interests,  beneficial,   partnership  or
membership interests, joint venture interests, participations or other ownership
or profit interests in or equivalents  (regardless of how designated) of or in a
Person (other than an individual), whether voting or non-voting.

      "Stock Equivalents" means all securities  convertible into or exchangeable
for Stock or any other  Stock  Equivalent  and all  warrants,  options  or other
rights to purchase,  subscribe  for or otherwise  acquire any Stock or any other
Stock  Equivalent,  whether  or  not  presently  convertible,   exchangeable  or
exercisable.

      "Subordinated  Debt" means any  Indebtedness  that is  subordinated to the
payment in full of the  Obligations on terms and conditions  satisfactory to the
Agents.

      "Subsidiary"   means,  with  respect  to  any  Person,   any  corporation,
partnership,  joint venture,  limited  liability  company,  association or other
entity, the management of which is, directly or indirectly, controlled by, or of
which an aggregate of more than 50% of the  outstanding  Voting Stock is, at the
time, owned or controlled  directly or indirectly by, such Person or one or more
Subsidiaries of such Person.

      "Substitute Lender" has the meaning specified in Section 2.18(a).

      "SWDA" means the Solid Waste Disposal Act (42 U.S.C. ss.ss. 6901 et seq.).

      "Swingline Commitment" means $1,000,000.

      "Swingline  Lender"  means,  each  in its  capacity  as  Swingline  Lender
hereunder,  Churchill or, upon the  resignation  of Churchill as  Administrative
Agent  hereunder,  any Lender (or Affiliate or Approved Fund of any Lender) that
agrees,  with the  approval  of the Agents  (or,  if there is no such  successor
Administrative  Agent,  the Required  Lenders) and the  Borrower,  to act as the
Swingline Lender hereunder.

      "Swingline Request" has the meaning specified in Section 2.3(b).

      "Swing Loan" has the meaning specified in Section 2.3.

      "Tax Affiliate"  means,  (a) the Borrower and its Subsidiaries and (b) any
Affiliate of the Borrower  with which the Borrower  files or is eligible to file
consolidated, combined or unitary tax returns.

      "Tax Return" has the meaning specified in Section 4.8.

      "Taxes" has the meaning specified in Section 2.17(a).

      "Term Loan" has the meaning specified in Section 2.1(b).

      "Term Loan Commitment"  means, with respect to each Term Loan Lender,  the
commitment  of such Term Loan Lender to make Term Loans to the  Borrower,  which
commitment  is in the amount set forth  opposite such Term Loan Lender's name on
Schedule  I


                                       29
<PAGE>

under the caption "Term Loan Commitment",  as amended to reflect Assignments and
as such amount may be reduced  pursuant to this Agreement.  The aggregate amount
of the Term Loan Commitments on the date hereof equals $40,000,000.

      "Term Loan Facility"  means the Term Loan  Commitments  and the provisions
herein related to the Term Loans.

      "Term  Loan  Lender"  means  each  Term Loan  Lender  that has a Term Loan
Commitment or that holds a Term Loan.

      "Title IV Plan" means a Pension Plan  subject to Title IV of ERISA,  other
than a Multiemployer Plan, to which any ERISA Affiliate  maintains,  sponsors or
contributes  to or has  maintained,  sponsored or contributed to within the last
six (6) years or  otherwise  has any  obligation  or  liability,  contingent  or
otherwise.

      "T-Mobile"  means  T-Mobile  USA,  Inc.,  a  Delaware  corporation,  d/b/a
T-Mobile.

      "T-Mobile  Agreement" means the National Premier Dealer  Agreement,  dated
May 1, 2005, between T-Mobile, and GoAmerica Communications Corp., as amended by
letter agreements dated March 31, 2006 and May 1, 2007.

      "Trademarks"  means all rights,  title and  interests  (and all related IP
Ancillary  Rights)  arising  under  any  Requirement  of Law in or  relating  to
trademarks,  trade  names,  corporate  names,  company  names,  business  names,
fictitious  business names, trade styles,  service marks, logos and other source
or business  identifiers and, in each case, all goodwill  associated  therewith,
all  registrations  and recordations  thereof and all applications in connection
therewith.

      "Trade  Secrets"  means all right,  title and interest (and all related IP
Ancillary  Rights)  arising under any Requirement of Law in or relating to trade
secrets know-how and other confidential or proprietary  technical,  business and
other  information,   including   manufacturing  and  production  processes  and
techniques,   research  and  development  information,   technology,   drawings,
specifications,  designs, plans, proposals, technical data, financial, marketing
and business data, pricing, and cost information,  business and marketing plans,
customer and supplier lists and information,  and all rights in any jurisdiction
to limit the use or disclosure thereof.

      "UCC" means the Uniform  Commercial  Code of any  applicable  jurisdiction
and, if the applicable  jurisdiction shall not have any Uniform Commercial Code,
the Uniform Commercial Code as in effect in the State of New York.

      "Unfunded Pension  Liability" means, at any time, the aggregate amount, if
any,  of the sum of (a) the  amount by which the  present  value of all  accrued
benefits under each Title IV Plan exceeds the fair market value of all assets of
such Title IV Plan  allocable to such  benefits in  accordance  with Title IV of
ERISA,  all determined as of the most recent  valuation date for each such Title
IV Plan using the  actuarial  assumptions  for funding  purposes in effect under
such  Title  IV  Plan,  and (b) for a  period  of five  (5)  years  following  a
transaction  which might reasonably be expected to be covered by Section 4069 of
ERISA,  the  liabilities  (whether or not  accrued,  but only to the extent such
liabilities could reasonably be expected to have a Material Adverse Effect) that
could be avoided by any Group Member or any ERISA  Affiliate as a result of such
transaction.

      "United States" means the United States of America.


                                       30
<PAGE>

      "Unused Commitment Fee" has the meaning specified in Section 2.11.

      "U.S.  Lender  Party"  means each of the  Agents,  each  Lender,  each L/C
Issuer, each SPV and each participant, in each case that is a Domestic Person.

      "Verizon" means MCI Communications Services, Inc., a Delaware corporation.

      "Verizon  Facilities  Use  Agreement"  means the Facilities Use Agreement,
dated as of Closing Date, by and between Verizon and GoAmerica Relay.

      "Verizon IP Licensing  Agreement"  means the Transitional Use Intellectual
Property License Agreement, dated as of the Closing Date, by and between Verizon
and GoAmerica Relay.

      "Verizon  Transition  Services  Agreement"  means the Transition  Services
Agreement,  dated as of the Closing Date, by and between Verizon,  d/b/a Verizon
Business Services and GoAmerica Relay.

      "Verizon TRS Acquisition"  has the meaning  specified in clause (i) of the
definition of Acquisition.

      "Verizon TRS Acquisition  Agreement"  means the Asset Purchase  Agreement,
dated August 1, 2007, by and between Verizon and GoAmerica  Relay, as amended by
Amendment  No. 1 thereto,  dated as of  November  21, 2007 and  Amendment  No. 2
thereto, dated as of January 1, 2008.

      "Verizon  TRS  Division"  means  certain of the assets  used by Verizon in
providing state relay services, Internet Protocol relay services and video relay
services.

      "Voting Stock" means Stock of any Person having  ordinary power to vote in
the election of members of the board of directors,  managers,  trustees or other
controlling Persons, of such Person (irrespective of whether, at the time, Stock
of any other  class or classes of such  entity  shall have or might have  voting
power by reason of the occurrence of any contingency).

      "Welfare Plan" means a Benefit Plan described in Section 3(i) of ERISA.

      "Wholly  Owned  Subsidiary"  of any Person  means any  Subsidiary  of such
Person,  all of the Stock of which (other than nominal  holdings and  director's
qualifying  shares) is owned by such Person,  either  directly or through one or
more Wholly Owned Subsidiaries of such Person.

      "Withdrawal Liability" means, at any time, any liability incurred (whether
or not assessed) by any ERISA Affiliate and not yet satisfied or paid in full at
such time with  respect to any  Multiemployer  Plan  pursuant to Section 4201 of
ERISA.

      "Working  Capital" means on a consolidated  basis,  (i) all Current Assets
(other than cash and Cash Equivalents) of Borrower and its  Subsidiaries,  minus
(ii) all Current Liabilities of Borrower and its Subsidiaries.

      Section 1.2 UCC Terms. The following terms have the meanings given to them
in  the  applicable  UCC:  "chattel  paper",  "commodity  account",   "commodity
contract",  "commodity intermediary",  "deposit account",  "entitlement holder",
"entitlement  order",  "equipment",


                                       31
<PAGE>

"financial asset", "general intangible",  "goods",  "instruments",  "inventory",
"securities account", "securities intermediary" and "security entitlement".

      Section 1.3  Accounting  Terms and  Principles.  (a) GAAP.  All accounting
determinations  required to be made  pursuant  hereto  shall,  unless  expressly
otherwise  provided  herein,  be made in accordance  with GAAP. No change in the
accounting  principles  used  in  the  preparation  of any  Financial  Statement
hereafter  adopted by Borrower shall be given effect if such change would affect
a calculation  that measures  compliance with any provision of Article V or VIII
unless the  Borrower,  the Agents and the Required  Lenders agree to modify such
provisions  to reflect  such  changes in GAAP and,  unless such  provisions  are
modified,  all  Financial  Statements,   Compliance   Certificates  and  similar
documents  provided  hereunder shall be provided  together with a reconciliation
between the  calculations  and amounts set forth therein before and after giving
effect to such change in GAAP.

            (b) Pro Forma.  All  components  of financial  calculations  made to
determine  compliance  with  Article V shall be adjusted on a Pro Forma Basis to
include or exclude, as the case may be, without duplication,  such components of
such calculations  attributable to any Pro Forma  Transaction  consummated after
the first day of the applicable  period of determination and prior to the end of
such period,  as determined in good faith by the Borrower  based on  assumptions
expressed therein and that were reasonable based on the information available to
the Borrower at the time of preparation of the  Compliance  Certificate  setting
forth such calculations.

      Section  1.4  Payments.  The  Administrative  Agent may set up  reasonable
standards and procedures to determine or  redetermine  the equivalent in Dollars
of any amount  expressed in any currency  other than Dollars and otherwise  may,
but shall not be obligated to, rely on any determination  made by any Loan Party
or  any  L/C  Issuer.   Any  such   determination  or   redetermination  by  the
Administrative  Agent shall be conclusive  and binding for all purposes,  absent
manifest error. No determination or redetermination by any Secured Party or Loan
Party and no other currency conversion shall change or release any obligation of
any Loan Party or of any Secured Party (other than the Administrative  Agent and
its  Related  Persons)  under  any Loan  Document,  each of which  agrees to pay
separately for any shortfall  remaining  after any conversion and payment of the
amount as converted.  The Administrative Agent may round up or down, and may set
up appropriate  mechanisms to round up or down, any amount  hereunder to nearest
higher  or  lower  amounts  and may  determine  reasonable  de  minimis  payment
thresholds.

      Section 1.5 Interpretation.  (a) Certain Terms. Except as set forth in any
Loan Document,  all accounting  terms not  specifically  defined herein shall be
construed in accordance with GAAP (except for the term  "property",  which shall
be interpreted as broadly as possible, including, in any case, cash, Securities,
other assets, rights under Contractual  Obligations and Permits and any right or
interest in any property). The terms "herein",  "hereof" and similar terms refer
to this  Agreement  as a whole.  In the  computation  of  periods of time from a
specified date to a later  specified date in any Loan Document,  the term "from"
means  "from and  including"  and the words "to" and  "until"  each mean "to but
excluding" and the word "through"  means "to and  including." In any other case,
the term  "including"  when used in any Loan Document means  "including  without
limitation."  The term  "documents"  means all writings,  however  evidenced and
whether in physical or electronic  form,  including all documents,  instruments,
agreements,   notices,  demands,  certificates,   forms,  financial  statements,
opinions and reports.  The term "incur" means incur, create, make, issue, assume
or otherwise  become directly or indirectly  liable in respect of or responsible
for, in each case whether directly or indirectly, and the terms "incurrence" and
"incurred" and similar derivatives shall have correlative meanings.


                                       32
<PAGE>

            (b)  Certain  References.   Unless  otherwise  expressly  indicated,
references (i) in this Agreement to an Exhibit,  Schedule,  Article,  Section or
clause refer to the appropriate  Exhibit or Schedule to, or Article,  Section or
clause in, this  Agreement and (ii) in any Loan  Document,  to (A) any agreement
shall  include,  without  limitation,  all exhibits,  schedules,  appendixes and
annexes to such agreement and,  unless the prior consent of any Secured Party or
the Loan Parties required therefor is not obtained, any modification, amendment,
restatement or amendment and restatement to any term of such agreement,  (B) any
statute  shall  be to such  statute  as  modified  from  time to time and to any
successor  legislation  thereto,  in each case as in effect at the time any such
reference is operative  and (C) any time of day shall be a reference to New York
time. Titles of articles,  sections,  clauses,  exhibits,  schedules and annexes
contained in any Loan Document are without substantive meaning or content of any
kind whatsoever and are not a part of the agreement  between the parties hereto.
Unless otherwise expressly indicated, the meaning of any term defined (including
by  reference)  in any Loan  Document  shall be equally  applicable  to both the
singular and plural forms of such term.

                                   ARTICLE II

                                 THE FACILITIES

      Section 2.1 The  Commitments.  (a) Revolving  Credit  Commitments.  On the
terms and subject to the conditions contained in this Agreement,  each Revolving
Credit Lender,  severally but not jointly, agrees to make loans in Dollars (each
a "Revolving Loan") to the Borrower from time to time on any Business Day during
the period from the date hereof until the Revolving  Credit  Termination Date in
an aggregate principal amount at any time outstanding for all such loans by such
Lender  not to exceed  such  Lender's  Revolving  Credit  Commitment;  provided,
however,  that at no time shall any Revolving Credit Lender be obligated to make
a  Revolving  Loan in excess of such  Lender's  Pro Rata  Share of the amount by
which the then  effective  Revolving  Credit  Commitments  exceeds the aggregate
Revolving  Credit  Outstandings  owed to such  Lender at such  time.  Within the
limits set forth in the first sentence of this clause (a),  amounts of Revolving
Loans repaid may be reborrowed under this Section 2.1.

            (b)  Term  Loan  Commitments.  On  the  terms  and  subject  to  the
conditions contained in this Agreement, each Term Loan Lender, severally but not
jointly,  agrees to make a loan (each a "Term  Loan") in Dollars to the Borrower
on the  Closing  Date,  in an  amount  not to  exceed  such  Lender's  Term Loan
Commitment.  Amounts of Term Loans repaid may not be  reborrowed.  The aggregate
amount of the Term Loan Commitments on the Closing Date equals $40,000,000.

      Section  2.2  Borrowing  Procedures.  (a) Notice From the  Borrower.  Each
Borrowing  shall be made on notice given by the  Borrower to the  Administrative
Agent not later than 12:00 p.m. on (i) the first  Business Day, in the case of a
Borrowing of Base Rate Loans and (ii) the third  Business  Day, in the case of a
Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing;
provided,  however,  that the Borrower  may not request a  Eurodollar  Rate Loan
until the third  Business  Day after the Closing  Date.  Each such notice may be
made  in a  writing  substantially  in the  form  of  Exhibit  C (a  "Notice  of
Borrowing")  duly  completed or by telephone if confirmed  promptly,  but in any
event within one Business Day and prior to such Borrowing, with such a Notice of
Borrowing.  Loans  shall  be  made as  Base  Rate  Loans  unless,  outside  of a
suspension  period  pursuant to Section 2.15, the Notice of Borrowing  specifies
that all or a portion  thereof shall be Eurodollar  Rate Loans.  Each  Borrowing
shall be in a minimum  amount of $750,000 and  integral  multiples of $50,000 in
excess thereof.


                                       33
<PAGE>

            (b) Notice to Each Lender.  The  Administrative  Agent shall give to
each Lender prompt notice of the  Administrative  Agent's receipt of a Notice of
Borrowing and, if Eurodollar Rate Loans are properly requested in such Notice of
Borrowing,  prompt notice of the applicable  interest  rate.  Each Lender shall,
before 11:00 a.m. on the date of the proposed  Borrowing,  make available to the
Administrative  Agent at its address referred to in Section 11.11, such Lender's
Pro Rata Share of such proposed Borrowing. Upon fulfillment or due waiver (i) on
the Closing Date, of the applicable conditions set forth in Section 3.1 and (ii)
on the Closing Date and any time  thereafter,  of the applicable  conditions set
forth in Section 3.2, the  Administrative  Agent shall make such funds available
to the Borrower.

            (c) Non-Funding Lenders.  Unless the Administrative Agent shall have
received  notice  from any Lender  prior to the date such  Lender is required to
make any payment  hereunder with respect to any Loan or any participation in any
Swing Loan or Letter of Credit that such  Lender will not make such  payment (or
any portion thereof) available to the  Administrative  Agent, the Administrative
Agent  may  assume  that such  Lender  has made such  payment  available  to the
Administrative  Agent  on the  date  such  payment  is  required  to be  made in
accordance  with this Article II and the  Administrative  Agent may, in reliance
upon  such   assumption,   make  available  to  the  Borrower  on  such  date  a
corresponding  amount. The Borrower agrees to repay to the Administrative Agent,
within  two (2)  Business  Days of demand,  such  amount  (until  repaid by such
Lender)  with  interest  thereon  for each day from the date such amount is made
available  to  the  Borrower  until  the  date  such  amount  is  repaid  to the
Administrative  Agent,  at the interest rate  applicable to the Obligation  that
would have been created when the Administrative Agent made available such amount
to the  Borrower  had  such  Lender  made  a  corresponding  payment  available;
provided,  however,  that such  payment  shall not  relieve  such  Lender of any
obligation it may have to the Borrower,  the Swingline Lender or any L/C Issuer.
In addition, any Lender that shall not have made available to the Administrative
Agent  any  portion  of  any  payment   described  above  (any  such  Lender,  a
"Non-Funding  Lender") agrees to pay such amount to the Administrative  Agent on
demand together with interest thereon, for each day from the date such amount is
made  available  to the  Borrower  until the date  such  amount is repaid to the
Administrative  Agent,  at the Federal Funds Rate for the first Business Day and
thereafter  (i) in the case of a payment in respect of a Loan,  at the  interest
rate  applicable  at the time to such Loan and (ii)  otherwise,  at the interest
rate  applicable to Base Rate Loans under the Revolving  Credit  Facility.  Such
repayment shall then constitute the funding of the corresponding Loan (including
any Loan deemed to have been made hereunder with such payment) or participation.
The  existence of any  Non-Funding  Lender shall not relieve any other Lender of
its  obligations  under  any  Loan  Document,  but  no  other  Lender  shall  be
responsible  for the  failure  of any  Non-Funding  Lender  to make any  payment
required under any Loan Document.

            Section 2.3 Swing Loans. (a) Availability.  On the terms and subject
to the conditions contained in this Agreement,  the Swingline Lender may, in its
sole  discretion,  make loans in Dollars (each a "Swing Loan")  available to the
Borrower under the Revolving  Credit  Facility from time to time on any Business
Day  during  the  period  from  the  date  hereof  until  the  Revolving  Credit
Termination Date in an aggregate principal amount at any time outstanding not to
exceed its Swingline  Commitment;  provided,  however, that the Swingline Lender
may not make any Swing Loan (x) to the extent that after  giving  effect to such
Swing  Loan,  the  aggregate  Revolving  Credit  Outstandings  would  exceed the
Revolving  Credit  Commitments  and (y) in the  period  commencing  on the first
Business  Day after it  receives  notice  from the  Administrative  Agent or the
Required  Revolving Credit Lenders that one or more of the conditions  precedent
contained in Section 3.2 are not satisfied and ending when such  conditions  are
satisfied or duly waived.  In connection  with the making of any Swing Loan, the
Swingline Lender may but shall not be required to determine that, or take notice
whether, the conditions precedent set forth in


                                       34
<PAGE>

Section 3.2 have been satisfied or waived.  Each Swing Loan shall be a Base Rate
Loan and must be repaid in full on the  earliest of (i) the funding  date of any
Borrowing of Revolving  Loans and (ii) the Revolving  Credit  Termination  Date.
Within the limits set forth in the first sentence of this clause (a), amounts of
Swing Loans repaid may be reborrowed under this clause (a).

            (b)  Borrowing  Procedures.  In order to request a Swing  Loan,  the
Borrower  shall give to the  Administrative  Agent a notice to be  received  not
later than 11:00 a.m. on the first  Business  Day prior to date of the  proposed
borrowing, which may be made in a writing substantially in the form of Exhibit D
duly  completed (a  "Swingline  Request") or by telephone if confirmed  promptly
but, in any event, prior to such borrowing,  with such a Swingline  Request.  In
addition,  if any Notice of  Borrowing  requests a Borrowing of Base Rate Loans,
the Swing Line  Lender may,  notwithstanding  anything  else to the  contrary in
Section 2.2, make a Swing Loan available to the Borrower in an aggregate  amount
not to exceed such  proposed  Borrowing on the date  requested in such Notice of
Borrowing,  and the aggregate  amount of the  corresponding  proposed  Borrowing
shall be reduced  accordingly  by the principal  amount of such Swing Loan.  The
Administrative  Agent shall promptly notify the Swingline  Lender of the details
of the  requested  Swing  Loan.  Upon  receipt of such notice and subject to the
terms of this Agreement, the Swingline Lender may make a Swing Loan available to
the Borrower by making the  proceeds  thereof  available  to the  Administrative
Agent and, in turn, the Administrative  Agent shall make such proceeds available
to the Borrower on the date set forth in the relevant Swingline Request.

            (c) Refinancing  Swing Loans.  The Swingline  Lender may at any time
forward a demand to the  Administrative  Agent (which the  Administrative  Agent
shall,  upon  receipt,  forward  to each  Revolving  Credit  Lender)  that  each
Revolving Credit Lender pay to the Administrative  Agent, for the account of the
Swingline  Lender,  such  Revolving  Credit  Lender's Pro Rata Share of all or a
portion of the outstanding  Swing Loans.  Each Revolving Credit Lender shall pay
such Pro Rata Share to the Administrative Agent for the account of the Swingline
Lender.  Upon receipt by the  Administrative  Agent of such payment  (other than
during the  continuation  of any Event of Default  under Section  9.1(e)),  such
Revolving  Credit  Lender  shall be deemed to have made a Revolving  Loan to the
Borrower,  which,  upon receipt of such payment by the Swingline Lender from the
Administrative  Agent,  the  Borrower  shall be  deemed to have used in whole to
refinance such Swing Loan. In addition, regardless of whether any such demand is
made,  upon the  occurrence of any Event of Default under Section  9.1(e),  each
Revolving  Credit Lender shall be deemed to have acquired,  without  recourse or
warranty,  an  undivided  interest  and  participation  in each Swing Loan in an
amount equal to such  Lender's Pro Rata Share of such Swing Loan. If any payment
made by any Revolving Credit Lender as a result of any such demand is not deemed
a  Revolving  Loan,  such  payment  shall be deemed a funding by such  Revolving
Credit Lender of such  participation.  Such participation shall not be otherwise
required to be funded.  Upon receipt by the Swingline Lender of any payment from
any  Revolving  Credit  Lender  pursuant to this clause (c) with  respect to any
portion of any Swing Loan, the Swingline  Lender shall promptly pay over to such
Revolving  Credit Lender all payments of principal (to the extent received after
such  payment by such  Revolving  Credit  Lender)  and  interest  (to the extent
accrued with respect to periods  after such  payment)  received by the Swingline
Lender with respect to such portion.

            (d) Obligation to Fund  Absolute.  Each  Revolving  Credit  Lender's
obligations  pursuant to clause (c) above shall be absolute,  unconditional  and
irrevocable and shall be performed strictly in accordance with the terms of this
Agreement  under  any  and  all  circumstances  whatsoever,  including  (A)  the
existence of any setoff, claim,  abatement,  recoupment,  defense or other right
that such Lender, any Affiliate thereof or any other Person may have against the
Swing Loan Lender,  any other Secured Party or any other Person, (B) the


                                       35
<PAGE>

failure of any  condition  precedent set forth in Section 3.2 to be satisfied or
the failure of the  Borrower  to deliver any notice set forth in Section  2.2(a)
(each of which  requirements  the Revolving  Credit Lenders  hereby  irrevocably
waive) and (C) any adverse  change in the condition  (financial or otherwise) of
any Loan Party.

      Section 2.4 Letters of Credit. (a) Commitment and Conditions. On the terms
and subject to the conditions contained herein, each L/C Issuer agrees to Issue,
at the request of the Borrower,  in accordance  with such L/C Issuer's usual and
customary business  practices,  and for the account of the Borrower (or, as long
as the Borrower remains responsible for the payment in full of all amounts drawn
thereunder  and related fees,  costs and expenses,  for the account of any Group
Member),  Letters of Credit  (denominated  in Dollars and with face amounts that
are in minimum  amounts of $25,000) from time to time on any Business Day during
the period from the Closing  Date  through the earlier of the  Revolving  Credit
Termination  Date and seven (7) days  prior to the  Scheduled  Revolving  Credit
Termination Date; provided, however, that such L/C Issuer shall not be under any
obligation  to Issue  any  Letter of Credit  upon the  occurrence  of any of the
following, after giving effect to such Issuance:

                  (i) (A) the  aggregate  Revolving  Credit  Outstandings  would
      exceed  the  aggregate   Revolving  Credit  Commitments  or  (B)  the  L/C
      Obligations for all Letters of Credit would exceed the L/C Sublimit;

                  (ii) the expiration date of such Letter of Credit (A) is not a
      Business Day, (B) is more than one year after the date of issuance thereof
      or (C) is later  than  seven  (7) days  prior to the  Scheduled  Revolving
      Credit Termination Date; provided, however, that any Letter of Credit with
      a term not exceeding  one year may provide for its renewal for  additional
      periods not  exceeding  one year as long as (x) each of the  Borrower  and
      such L/C  Issuer  have the  option to  prevent  such  renewal  before  the
      expiration of such term or any such period and (y) neither such L/C Issuer
      nor the Borrower  shall permit any such renewal to extend such  expiration
      date beyond the date set forth in clause (C) above; or

                  (iii) (A) any fee due in connection  with, and on or prior to,
      such Issuance has not been paid, (B) such Letter of Credit is requested to
      be Issued in a form that is not  acceptable to such L/C Issuer or (C) such
      L/C Issuer shall not have received,  each in form and substance reasonably
      acceptable to it and duly executed by the Borrower (and, if such Letter of
      Credit is Issued for the  account of any other  Group  Member,  such Group
      Member), the documents that such L/C Issuer generally uses in the ordinary
      course of its  business  for the Issuance of letters of credit of the type
      of  such   Letter  of  Credit   (collectively,   the  "L/C   Reimbursement
      Agreement").

For each such Issuance, the applicable L/C Issuer may, but shall not be required
to, determine that, or take notice whether,  the conditions  precedent set forth
in Section 3.2 have been satisfied or waived in connection  with the Issuance of
any  Letter of  Credit;  provided,  however,  that no Letter of Credit  shall be
Issued during the period starting on the first Business Day after the receipt by
such L/C  Issuer  of  notice  from  the  Administrative  Agent  or the  Required
Revolving Credit Lenders that any condition  precedent  contained in Section 3.2
is not  satisfied  and ending on the date all such  conditions  are satisfied or
duly waived.

            (b) Notice of  Issuance.  The  Borrower  shall give the relevant L/C
Issuer and the  Administrative  Agent a notice of any requested  Issuance of any
Letter of Credit,  which shall be effective  only if received by such L/C Issuer
and the Administrative Agent not later than


                                       36
<PAGE>

11:00  a.m.  on the  third  Business  Day  prior to the  date of such  requested
Issuance. Such notice may be made in a writing substantially the form of Exhibit
E duly completed or in a writing in any other form acceptable to such L/C Issuer
(an "L/C  Request")  or by telephone  if  confirmed  promptly,  but in any event
within one Business Day and prior to such Issuance, with such an L/C Request.

            (c) Reporting  Obligations of L/C Issuers. Each L/C Issuer agrees to
provide the Administrative Agent (which, after receipt, the Administrative Agent
shall  provide  to  each  Revolving  Credit  Lender),   in  form  and  substance
satisfactory to the Administrative Agent, each of the following on the following
dates:  (i) on or prior to (A) any  Issuance of any Letter of Credit by such L/C
Issuer,  (B) any drawing  under any such Letter of Credit or (C) any payment (or
failure  to pay when  due) by the  Borrower  of any  related  L/C  Reimbursement
Obligation,   notice  thereof,   which  shall  contain  a  reasonably   detailed
description of such Issuance,  drawing or payment,  (ii) upon the request of the
Administrative  Agent (or any Revolving Credit Lender through the Administrative
Agent), copies of any Letter of Credit Issued by such L/C Issuer and any related
L/C  Reimbursement  Agreement and such other  documents and  information  as may
reasonably  be  requested  by the Agents and (iii) on the first  Business Day of
each  calendar  week,  a schedule  of the  Letters of Credit  Issued by such L/C
Issuer,  in form and substance  reasonably  satisfactory to the Agents,  setting
forth the L/C  Obligations  for such Letters of Credit  outstanding  on the last
Business Day of the previous calendar week.

            (d) Acquisition of Participations.  Upon any Issuance of a Letter of
Credit in accordance with the terms of this Agreement  resulting in any increase
in the L/C  Obligations,  each  Revolving  Credit Lender shall be deemed to have
acquired,  without recourse or warranty, an undivided interest and participation
in such Letter of Credit and the related L/C  Obligations  in an amount equal to
such Lender's Pro Rata Share of such L/C Obligations.

            (e) Reimbursement  Obligations of the Borrower.  The Borrower agrees
to pay to the  L/C  Issuer  of any  Letter  of  Credit  each  L/C  Reimbursement
Obligation  owing with  respect to such Letter of Credit no later than the first
Business  Day after the  Borrower  receives  notice  from such L/C  Issuer  that
payment has been made under such Letter of Credit or that such L/C Reimbursement
Obligation is otherwise due (the "L/C Reimbursement Date") with interest thereon
computed as set forth in clauses  (i) and (ii) below.  In the event that any L/C
Issuer  incurs any L/C  Reimbursement  Obligation  not repaid by the Borrower as
provided in this clause (e) (or any such payment by the Borrower is rescinded or
set  aside  for  any  reason),   such  L/C  Issuer  shall  promptly  notify  the
Administrative  Agent of such failure  (and,  upon  receipt of such notice,  the
Administrative  Agent shall forward a copy to each Revolving Credit Lender) and,
irrespective of whether such notice is given, such L/C Reimbursement  Obligation
shall be payable on demand by the Borrower  with interest  thereon  computed (i)
from the  date on  which  such  L/C  Reimbursement  Obligation  arose to the L/C
Reimbursement  Date,  at the  interest  rate  applicable  during  such period to
Revolving  Loans that are Base Rate Loans and (ii)  thereafter  until payment in
full, at the interest rate  applicable  during such period to past due Revolving
Loans that are Base Rate Loans.

            (f) Reimbursement  Obligations of the Revolving Credit Lenders. Upon
receipt of the  notice  described  in clause  (e) above from the  Administrative
Agent,  each Revolving Credit Lender shall pay to the  Administrative  Agent for
the  account of such L/C  Issuer  its Pro Rata  Share of such L/C  Reimbursement
Obligation.  By making such payment  (other than during the  continuation  of an
Event of Default under Section 9.1(e)), such Lender shall be deemed to have made
a  Revolving  Loan to the  Borrower,  which,  upon  receipt  thereof by such L/C
Issuer,  the  Borrower  shall be deemed to have used in whole to repay  such L/C
Reimbursement  Obligation.  Any such payment that is not deemed a Revolving Loan
shall be deemed a funding


                                       37
<PAGE>

by such Revolving Credit Lender of its participation in the applicable Letter of
Credit and the related L/C Obligations.  Such participation  shall not otherwise
be required to be funded. Upon receipt by any L/C Issuer of any payment from any
Revolving  Credit Lender pursuant to this clause (f) with respect to any portion
of any L/C Reimbursement Obligation,  such L/C Issuer shall promptly pay over to
such Lender all  payments  received  after such  payment by such L/C Issuer with
respect to such portion.

            (g)  Obligations  Absolute.  The obligations of the Borrower and the
Revolving  Credit  Lenders  pursuant to clauses  (d), (e) and (f) above shall be
absolute,  unconditional  and irrevocable  and performed  strictly in accordance
with the  terms of this  Agreement  irrespective  of (i) (A) the  invalidity  or
unenforceability  of any term or provision in any Letter of Credit, any document
transferring  or  purporting  to transfer a Letter of Credit,  any Loan Document
(including the sufficiency of any such  instrument),  or any modification to any
provision of any of the foregoing,  (B) any document presented under a Letter of
Credit being  forged,  fraudulent,  invalid,  insufficient  or inaccurate in any
respect or failing to comply  with the terms of such Letter of Credit or (C) any
loss or delay, including in the transmission of any document, (ii) the existence
of any setoff,  claim,  abatement,  recoupment,  defense or other right that any
Person  (including  any Group  Member) may have against the  beneficiary  of any
Letter of  Credit  or any other  Person,  whether  in  connection  with any Loan
Document or any other Contractual Obligation or transaction, or the existence of
any  other  withholding,  abatement  or  reduction,  (iii)  in the  case  of the
obligations  of any Revolving  Credit  Lender,  (A) the failure of any condition
precedent  set forth in Section 3.2 to be  satisfied  (each of which  conditions
precedent the Revolving  Credit  Lenders  hereby  irrevocably  waive) or (B) any
adverse  change in the condition  (financial or otherwise) of any Loan Party and
(iv) any other act or omission to act or delay of any kind of any Secured  Party
or any other Person or any other event or  circumstance  whatsoever,  whether or
not similar to any of the foregoing,  that might, but for the provisions of this
Section 2.4,  constitute a legal or equitable discharge of any obligation of the
Borrower or any Revolving Credit Lender hereunder.

      Section 2.5 Reduction and  Termination of the  Commitments.  (a) Optional.
The Borrower may, upon notice to the Administrative Agent, terminate in whole or
reduce in part ratably any unused portion of the Revolving  Credit  Commitments;
provided that after giving effect to any such reduction of the Revolving  Credit
Commitments,  the aggregate remaining amount of the Revolving Credit Commitments
shall not be less than $5,000,000.

            (b) Mandatory.  All outstanding  Commitments  shall terminate (i) in
the case of the Term Loan Facility,  on the Closing Date (after giving effect to
any  Borrowing  occurring  on such  date) and (ii) in the case of the  Revolving
Credit Facility, on the Scheduled Revolving Credit Termination Date.

      Section 2.6  Repayment of Loans.  (a) The  Borrower  promises to repay the
entire  unpaid  principal  amount of the  Revolving  Loans  and the Swing  Loans
advanced to the Borrower on the Scheduled Revolving Credit Termination Date.

            (b) The Borrower promises to repay the Term Loans as follows: (i) in
quarterly  installments  each in an amount  equal to $100,000 on the last day of
each Fiscal Quarter  commencing with the Fiscal Quarter ending on March 31, 2008
and (ii) the unpaid  principal  amount of the Term Loans on the  Scheduled  Term
Loan Maturity Date.

      Section 2.7 Optional Prepayments.  The Borrower may prepay the outstanding
principal  amount of any Loan in whole or in part at any time (together with any
breakage costs


                                       38
<PAGE>

that may be owing  pursuant  to  Section  2.16(a)  after  giving  effect to such
prepayment  and any  prepayment  fee with  respect to the Term Loan  referred to
below)  upon at  least  two (2)  Business  Days'  prior  written  notice  to the
Administrative  Agent.  If Borrower  prepays all or any portion of the Term Loan
pursuant  to this  Section  2.7 or  Section  2.8(b)  on or prior  to the  second
anniversary of the Closing Date,  Borrower shall also pay to the  Administrative
Agent,  for the benefit of Lenders,  a prepayment  fee in an amount equal to the
Applicable  Percentage (as defined below) multiplied by the aggregate  principal
amount  of the Term  Loan so  prepaid.  As used  herein,  the  term  "Applicable
Percentage"  shall mean (x) 2%, in the case of a  prepayment  on or prior to the
first  anniversary  of the Closing  Date and (y) 1% in the case of a  prepayment
after the first  anniversary  of the Closing  Date but on or prior to the second
anniversary  thereof.  The Loan Parties  agree that such  prepayment  fees are a
reasonable  calculation of Lenders' lost profits in view of the difficulties and
impracticalities   of  determining   actual  damages  resulting  from  an  early
prepayment of the Term Loans.

      Section 2.8  Mandatory  Prepayments.  (a) Excess Cash Flow.  The  Borrower
shall pay or cause to be paid to the  Administrative  Agent on the date on which
Financial  Statements  are delivered  pursuant to Section  6.1(c) for any Fiscal
Year  ending  after the  Closing  Date  (commencing  with the Fiscal Year ending
December  31,  2008) an  amount  equal to 50% of the  Excess  Cash Flow for such
Fiscal Year.

            (b) Debt Issuances. Upon receipt on or after the Closing Date by any
Loan  Party  or any of  its  Subsidiaries  of Net  Cash  Proceeds  arising  from
incurrence by any Group Member of Indebtedness (other than any such Indebtedness
permitted to be incurred under this Agreement),  the Borrower shall  immediately
pay or  cause to be paid to the  Administrative  Agent  an  amount  equal to the
amount of such Net Cash Proceeds.

            (c)  Extraordinary  Receipts.  Upon  receipt on or after the Closing
Date by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts,
the Borrower  shall  immediately  pay or cause to be paid to the  Administrative
Agent an amount equal to the amount of such Extraordinary Receipts.

            (d) Asset Sales,  Property Loss Events. Upon receipt on or after the
Closing Date by any Loan Party or any of its Domestic  Subsidiaries  of Net Cash
Proceeds  arising  from (i) any Sale by any Group  Member of any of its property
(other than Sales of its own Stock and Sales of property permitted  hereunder in
reliance  upon Section 8.4) or (ii) any Property  Loss Event with respect to any
property of any Group Member to the extent  resulting in the aggregate  with all
other  such  Property  Loss  Events  in the  receipt  by any of them of Net Cash
Proceeds in excess of $250,000,  the Borrower shall  immediately pay or cause to
be paid to the  Administrative  Agent an amount  equal to the amount of such Net
Cash Proceeds;  provided,  however,  that, upon any such receipt,  as long as no
Event of  Default  shall be  continuing,  any Group  Member  may make  Permitted
Reinvestments with such Net Cash Proceeds and the Borrower shall not be required
to make or cause  such  payment to the  extent  (x) such Net Cash  Proceeds  are
intended to be used to make Permitted Reinvestments and (y) on each Reinvestment
Prepayment  Date for such Net Cash Proceeds,  the Borrower shall pay or cause to
be  paid  to the  Administrative  Agent  an  amount  equal  to the  Reinvestment
Prepayment Amount  corresponding to such  Reinvestment  Prepayment Date and such
Net Cash Proceeds.

            (e)  Excess  Outstandings.  On  any  date  on  which  the  aggregate
principal  amount  of  Revolving  Credit  Outstandings   exceeds  the  aggregate
Revolving Credit Commitments, the Borrower shall pay to the Administrative Agent
an amount equal to such excess.


                                       39
<PAGE>

            (f) Application of Payments. Any payments made to the Administrative
Agent  pursuant  to this  Section  2.8 shall be  applied to the  Obligations  in
accordance with Section 2.12(b).

            (g) No  Premium.  Except  with  respect to  prepayments  pursuant to
Section 2.8(b) hereof, no prepayment premium or fee of any kind shall be payable
with respect to prepayments pursuant to this Section 2.8.

      Section 2.9 Interest.  (a) Rate. All Loans and the  outstanding  amount of
all other Obligations (other than pursuant to Secured Hedging  Agreements) shall
bear interest, in the case of Loans, on the unpaid principal amount thereof from
the date such Loans are made and,  in the case of such other  Obligations,  from
the date such other Obligations are due and payable until, in all cases, paid in
full, except as otherwise  provided in clause (c) below, as follows:  (i) in the
case of Base Rate  Loans,  at a rate per annum equal to the sum of the Base Rate
and the Applicable Margin, each as in effect from time to time, (ii) in the case
of Eurodollar Rate Loans, at a rate per annum equal to the sum of the Eurodollar
Rate, as in effect for the applicable Interest Period and the Applicable Margin,
as in effect from time to time, and (iii) in the case of other Obligations, at a
rate per annum equal to the sum of the Base Rate and the  Applicable  Margin for
Revolving Loans that are Base Rate Loans, each as in effect from time to time.

            (b)  Payments.  Interest  accrued shall be payable in arrears (i) if
accrued  on the  principal  amount  of any Loan,  (A) at  maturity  (whether  by
acceleration or otherwise), (B) if such Loan is a Term Loan, upon the payment or
prepayment of the principal amount on which such interest has accrued and (C)(1)
if such Loan is a Base Rate Loan  (including a Swing  Loan),  on the last day of
each calendar  quarter  commencing on the first such day following the making of
such Loan,  (2) if such Loan is a Eurodollar  Rate Loan, on the last day of each
Interest Period applicable to such Loan and, if applicable,  on each date during
such  Interest  Period  occurring  every 3  months  from the  first  day of such
Interest  Period  and (ii) if accrued on any other  Obligation,  on demand  from
Administrative  Agent after the time such Obligation is due and payable (whether
by acceleration or otherwise).

            (c)  Default  Interest.   Notwithstanding   the  rates  of  interest
specified in clause (a) above or elsewhere in any Loan Document, at the election
of either Agent or the Required  Lenders  while any Event of Default  exists (or
automatically  while any Event of Default  under  Section  9.1(e)  exists),  all
unpaid Obligations (including any Obligation that bears interest by reference to
the rate applicable to any other  Obligation)  shall bear interest from the date
of  occurrence of such Event of Default at a rate that is 2% per annum in excess
of the interest rate applicable to such Obligations  from time to time,  payable
on demand.

            (d) Maximum  Lawful Rate.  Notwithstanding  anything to the contrary
set forth in this Section 2.9, if a court of competent  jurisdiction  determines
in a final order that the rate of interest payable hereunder exceeds the highest
rate of interest permissible under law (the "Maximum Lawful Rate"), then so long
as the Maximum  Lawful Rate would be so exceeded,  the rate of interest  payable
hereunder shall be equal to the Maximum Lawful Rate; provided,  however, that if
at any time thereafter the rate of interest  payable  hereunder is less than the
Maximum Lawful Rate,  Borrower  shall continue to pay interest  hereunder at the
Maximum Lawful Rate until such time as the total interest received by Lenders is
equal to the total  interest that would have been received had the interest rate
payable  hereunder  been (but for the operation of this  paragraph) the interest
rate payable  since the Closing Date as  otherwise  provided in this  Agreement.
Thereafter,  interest  hereunder shall be paid at the rate(s) of interest and in
the manner  provided in clauses (a) through (d) of this Section 2.9,  unless and
until the rate of interest  again


                                       40
<PAGE>

exceeds the Maximum  Lawful Rate,  and at that time this  paragraph  shall again
apply.  In no event shall the total interest  received by any Lender pursuant to
the terms hereof exceed the amount that such Lender could lawfully have received
had the interest due hereunder  been  calculated for the full term hereof at the
Maximum Lawful Rate. If the Maximum  Lawful Rate is calculated  pursuant to this
paragraph,  such  interest  shall be  calculated  at a daily  rate  equal to the
Maximum  Lawful  Rate  divided  by the  number of days in the year in which such
calculation is made. If,  notwithstanding the provisions of this Section 2.9(d),
a court of competent  jurisdiction  shall finally  determine that any Lender has
received  interest  hereunder in excess of the Maximum Lawful Rate,  such Lender
shall, to the extent permitted by applicable law,  promptly apply such excess in
the order  specified in Section 2.12 and  thereafter  shall refund any excess to
Borrower or as a court of competent jurisdiction may otherwise order.

      Section 2.10 Conversion and Continuation Options. (a) Option. The Borrower
may  elect (i) in the case of any  Eurodollar  Rate  Loan (A) to  continue  such
Eurodollar Rate Loan or any portion thereof for an additional Interest Period on
the last day of the Interest Period  applicable  thereto and (B) to convert such
Eurodollar Rate Loan or any portion thereof into a Base Rate Loan at any time on
any  Business  Day,  subject to the payment of any  breakage  costs  required by
Section  2.16(a),  and (ii) in the case of Base Rate  Loans  (other  than  Swing
Loans),  to convert such Base Rate Loans or any portion  thereof into Eurodollar
Rate Loans at any time on any Business Day;  provided,  however,  that,  (x) for
each Interest Period,  the aggregate amount of Eurodollar Rate Loans having such
Interest  Period  must be in an amount  not less than  $100,000  or an  integral
multiple of $50,000 and (y) no conversion in whole or in part of Base Rate Loans
to Eurodollar  Rate Loans and no  continuation in whole or in part of Eurodollar
Rate Loans shall be  permitted at any time at which (1) a Default or an Event of
Default shall be continuing and the Administrative Agent or the Required Lenders
shall have determined in their sole discretion not to permit such conversions or
continuations  or (2) such  continuation  or  conversion  would be made during a
suspension imposed by Section 2.15.

            (b)  Procedure.  Each  such  election  shall be made by  giving  the
Administrative  Agent  at  least  three  (3)  Business  Days'  prior  notice  in
substantially  the form of Exhibit F (a "Notice of Conversion or  Continuation")
duly completed.  The  Administrative  Agent shall promptly notify each Lender of
its  receipt  of a Notice  of  Conversion  or  Continuation  and of the  options
selected therein.  If the Administrative  Agent does not receive a timely Notice
of Conversion or Continuation from the Borrower  containing a permitted election
to continue or convert any Eurodollar  Rate Loan,  then,  upon the expiration of
the applicable Interest Period, such Loan shall be automatically  converted to a
Base Rate Loan.  Each  partial  conversion  or  continuation  shall be allocated
ratably among the Lenders in the  applicable  Facility in accordance  with their
Pro Rata Share.

      Section 2.11 Fees. (a) Unused  Commitment  Fee. The Borrower agrees to pay
to each  Revolving  Credit Lender a commitment fee on the actual daily amount by
which the Revolving Credit  Commitment of such Lender exceeds its Pro Rata Share
of the sum of (i) the aggregate  outstanding principal amount of Revolving Loans
and (ii) the outstanding amount of the L/C Obligations for all Letters of Credit
(the "Unused  Commitment Fee") from the date hereof through the Revolving Credit
Termination  Date at a rate of 0.50% per annum,  payable  in arrears  (x) on the
last day of each calendar  quarter and (y) on the Revolving  Credit  Termination
Date.

            (b) Letter of Credit Fees. The Borrower  agrees to pay, with respect
to all  Letters  of Credit  Issued by any L/C  Issuer,  (i) to such L/C  Issuer,
certain customary fees,  documentary and processing charges as separately agreed
between the Borrower and such L/C Issuer or  otherwise in  accordance  with such
L/C Issuer's  standard  schedule in effect at the time of


                                       41
<PAGE>

determination  thereof and (ii) to the Administrative  Agent, for the benefit of
the Revolving Credit Lenders  according to their Pro Rata Shares, a fee accruing
at a rate per annum equal to the Applicable  Margin for Revolving Loans that are
Eurodollar  Rate Loans on the maximum  undrawn  face  amount of such  Letters of
Credit, payable in arrears (A) on the last day of each calendar quarter,  ending
after the  issuance  of such  Letter of Credit and (B) on the  Revolving  Credit
Termination Date; provided, however, that the fee payable under this clause (ii)
shall be  increased  by 2% per annum and shall be  payable,  in  addition  to be
payable on any date it is otherwise  required to be paid  hereunder,  on demand,
effective  immediately upon any increase in the interest rate on the Obligations
pursuant to Section  2.09(c) and shall be in effect for as long as such increase
in the  interest  rate on the  Obligations  pursuant  to  Section  2.09(c) is in
effect.

            (c) Additional  Fees.  The Borrower shall pay to the  Administrative
Agent and its Related  Persons its reasonable and customary fees and expenses in
connection with any payments made pursuant to Section 2.16(a)  (Breakage  Costs)
and has agreed to pay the  additional  fees to the Agents  described  in the Fee
Letter.

      Section  2.12  Application  of  Payments.  (a)  Application  of  Voluntary
Prepayments.  Unless otherwise provided in this Section 2.12 or elsewhere in any
Loan Document, all payments and any other amounts received by the Administrative
Agent  from or for the  benefit of the  Borrower  shall be applied to repay such
Obligations as the Borrower designates.

            (b) Application of Mandatory Prepayments.  Subject to the provisions
of clause  (c) below with  respect to the  application  of  payments  during the
continuance  of an Event of  Default,  any payment  made by the  Borrower to the
Administrative  Agent  pursuant  to Section 2.8 or any other  prepayment  of the
Obligations  required to be applied in accordance  with this clause (b) shall be
applied  first,  (other  than in respect of any  payment  required  pursuant  to
Section  2.8(e)) to repay the outstanding  principal  balance of the Term Loans,
second,  to repay the outstanding  principal  balance of the Revolving Loans and
the Swing Loans  (which  shall  effect a permanent  reduction  in the  Revolving
Credit  Commitment),  third,  in the case of any  payment  required  pursuant to
Section  2.8(e),  to provide cash  collateral to the extent and in the manner in
Section 9.3 and, then, any excess shall be retained by the Borrower.

            (c) Application of Payments During an Event of Default. The Borrower
hereby  irrevocably  waives,  and agrees to cause each Loan Party and each other
Group  Member  to  waive,  the  right  to  direct  the  application  during  the
continuance  of an Event of Default of any and all  payments or  prepayments  in
respect of any  Obligation  and any  proceeds  of  Collateral  and agrees  that,
notwithstanding  the  provisions of clause (a) above,  the Agents may, and, upon
either (A) the direction of the Required  Lenders or (B) the  termination of any
Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall,
apply all  payments  in respect of any  Obligation,  all funds on deposit in any
Cash  Collateral  Account and all other proceeds of Collateral (i) first, to pay
Obligations  in  respect  of  any  cost  or  expense  reimbursements,   fees  or
indemnities then due to the Agents,  (ii) second,  to pay Obligations in respect
of any  cost or  expense  reimbursements,  fees or  indemnities  then due to the
Lenders and the L/C Issuers,  (iii) third,  to pay interest then due and payable
in respect of the Loans and L/C Reimbursement Obligations, (iv) fourth, to repay
the  outstanding   principal   amounts  of  the  Loans  and  L/C   Reimbursement
Obligations,  to provide cash collateral for Letters of Credit in the manner and
to the extent  described in Section 9.3 and to pay amounts owing with respect to
Secured  Hedging  Agreements,  (v) fifth,  to the  ratable  payment of all other
Obligations and (vi) sixth, to the Borrower.


                                       42
<PAGE>

            (d) Application of Payments Generally.  All payments and prepayments
that would  otherwise be allocated to the Revolving  Credit Lenders  pursuant to
this Section 2.12 shall instead be allocated  first,  to repay interest on Swing
Loans, on any portion of the Revolving Loans that the  Administrative  Agent may
have advanced on behalf of any Lender and on any L/C  Reimbursement  Obligation,
in each case for which the Administrative  Agent or, as the case may be, the L/C
Issuer has not then been  reimbursed by such Lender or the  Borrower,  second to
pay the outstanding  principal amount of the foregoing obligations and third, to
repay the Revolving  Loans.  All payments and prepayments of any Revolving Loans
or Term Loans shall be applied  first,  to repay such Loans  outstanding as Base
Rate Loans and then, to repay such Loans  outstanding as Eurodollar  Rate Loans,
with those Eurodollar Rate Loans having earlier expiring  Interest Periods being
repaid prior to those having later expiring Interest  Periods.  All payments and
prepayments of Term Loans shall be applied to reduce the remaining  installments
of such  outstanding  principal  amounts of the Term  Loans in inverse  order of
maturity.  If  sufficient  amounts are not  available  to repay all  outstanding
Obligations  described in any priority level set forth in this Section 2.12, the
available amounts shall be applied, unless otherwise expressly specified herein,
to such  Obligations  ratably based on the  proportion  of the Secured  Parties'
interest in such Obligations.  Any priority level set forth in this Section 2.12
that includes interest shall include all such interest,  whether or not accruing
after the  filing of any  petition  in  bankruptcy  or the  commencement  of any
insolvency, reorganization or similar proceeding, and whether or not a claim for
post-filing or post-petition interest is allowed in any such proceeding.

      Section 2.13 Payments and Computations.  (a) Procedure. The Borrower shall
make each  payment  under any Loan  Document not later than 1:00 p.m. on the day
when due to the  Administrative  Agent by wire transfer to the following account
(or at such other  account or by such other  means to such other  address as the
Administrative  Agent  shall have  notified  the  Borrower  in writing  within a
reasonable  time prior to such  payment) in  immediately  available  Dollars and
without setoff or counterclaim:

        US Bank NA
        St. Paul, Minnesota
        ABA No. - 091000022
        Account Number - 173103781352
        Account Name/Reference: Churchill Financial LLC/GoAmerica, Inc.
        Attention: Kyle Harcourt and Mike Kam

The  Administrative  Agent shall  promptly  thereafter  cause to be  distributed
immediately  available  funds relating to the payment of principal,  interest or
fees to the Lenders, in accordance with the application of payments set forth in
Section  2.12.  The Lenders  shall make any payment  under any Loan  Document in
immediately available Dollars and without setoff or counterclaim. Each Revolving
Credit  Lender  shall  make each  payment  for the  account of any L/C Issuer or
Swingline  Lender  required  pursuant to Section 2.3 or 2.4 (A) if the notice or
demand  therefor  was received by such Lender prior to 1:00 p.m. on any Business
Day, on such Business Day and (B) otherwise,  on the Business Day following such
receipt.  Payments received by the Administrative Agent after 1:00 p.m. shall be
deemed to be received on the next Business Day.

            (b) Computations of Interests and Fees. All computations of interest
and of fees shall be made by the Administrative  Agent on the basis of a year of
360 days (or, in the case of Base Rate Loans,  365/366  days),  in each case for
the actual number of days  (including  the first day but excluding the last day)
occurring  in the period  for which such  interest  and fees are  payable.  Each
determination of an interest rate or the amount of a fee hereunder shall be made
by the  Administrative  Agent (including  determinations of a Eurodollar Rate or
Base Rate in


                                       43
<PAGE>

accordance  with  the   definitions  of  "Eurodollar   Rate"  and  "Base  Rate",
respectively)  and shall be  conclusive,  binding  and  final for all  purposes,
absent manifest error.

            (c) Payment Dates. Whenever any payment hereunder shall be stated to
be due on a day other than a Business  Day, the due date for such payment  shall
be extended to the next  succeeding  Business  Day without any  increase in such
payment as a result of additional interest or fees; provided, however, that such
interest and fees shall continue accruing as a result of such extension of time.

            (d) Advancing Payments.  Unless the Administrative  Agent shall have
received  notice from the Borrower prior to the date on which any payment is due
hereunder   that  the  Borrower  will  not  make  such  payment  in  full,   the
Administrative  Agent may assume that the Borrower has made such payment in full
to the Administrative  Agent on such date and the  Administrative  Agent may, in
reliance upon such  assumption,  cause to be  distributed to each Lender on such
due date an  amount  equal to the  amount  then due such  Lender.  If and to the
extent  that the  Borrower  shall  not have  made  such  payment  in full to the
Administrative  Agent,  each Lender shall repay to the  Administrative  Agent on
demand such amount distributed to such Lender together with interest thereon (at
the Federal Funds Rate for the first  Business Day and  thereafter,  at the rate
applicable to Base Rate Loans under the  applicable  Facility) for each day from
the date such amount is  distributed  to such Lender  until the date such Lender
repays such amount to the Administrative Agent.

      Section 2.14 Evidence of Debt.  (a) Records of Lenders.  Each Lender shall
maintain in accordance with its usual practice accounts evidencing  Indebtedness
of the Borrower to such Lender resulting from each Loan of such Lender from time
to time,  including  the amounts of principal  and interest  payable and paid to
such Lender from time to time under this  Agreement.  In  addition,  each Lender
having sold a participation  in any of its  Obligations or having  identified an
SPV as such to the Administrative  Agent, acting as a non-fiduciary agent of the
Borrower  solely for this purpose and solely for tax purposes,  shall  establish
and  maintain  at its  address  referred  to in Section  11.11 (or at such other
address as such Lender  shall  notify the  Borrower) a record of  ownership,  in
which such Lender shall  register by book entry (A) the name and address of each
such  participant  and SPV (and each change  thereto,  whether by  assignment or
otherwise) and (B) the rights,  interest or obligation of each such  participant
and SPV in any  Obligation,  in any  Commitment  and in any right to receive any
payment  hereunder (a register for  participants,  "Participant  Register" and a
register  for  SPV  assignments,  "SPV  Register").  Any  participation  of such
Registered  Loan and any assignment to a SPV (and any  registered  note, if any,
evidencing  the same shall  expressly  so provide)  may be effected  only by the
registration of such participation or assignment on the Participant  Register or
SPV Register.

            (b)  Records of  Administrative  Agent.  The  Administrative  Agent,
acting as agent of the Borrower  solely for tax purposes and solely with respect
to the actions  described in this Section 2.14,  shall establish and maintain at
its  address  referred  to in  Section  11.11 (or at such  other  address as the
Administrative  Agent may notify the  Borrower)  (A) a record of ownership  (the
"Register") in which the  Administrative  Agent shall register by book entry the
interests   (including  any  rights  to  receive   payment   hereunder)  of  the
Administrative  Agent, each Lender and each L/C Issuer in the Term Loans and the
Revolving Credit Outstandings, each of their obligations under this Agreement to
participate in each Loan, Letter of Credit and L/C Reimbursement Obligation, and
any assignment of any such interest, obligation or right and (B) accounts in the
Register in accordance  with its usual practice in which it shall record (1) the
names and addresses of the Lenders and the L/C Issuers (and each change  thereto
pursuant to Section 2.18 (Substitution of Lenders) and Section 11.2 (Assignments
and  Participations;  Binding


                                       44
<PAGE>

Effect)),  (2) the  Commitments of each Lender,  (3) the amount of each Loan and
each  funding  of any  participation  described  in clause  (A)  above,  and for
Eurodollar Rate Loans, the Interest Period applicable thereto, (4) the amount of
any  principal  or interest  due and payable or paid,  (5) the amount of the L/C
Reimbursement  Obligations  due and  payable  or paid and (6) any other  payment
received by the  Administrative  Agent from the Borrower and its  application to
the Obligations.  In the case of an assignment  pursuant to the last sentence of
Section  11.2(c) as to which an  Assignment  Agreement  is not  delivered to the
Administrative Agent, the assigning Lender shall, acting solely for this purpose
as a non-fiduciary agent of the Borrower, maintain, or cause to be maintained, a
register (the "Related Party Register") comparable to the Register.

            (c) Registered Obligations. Notwithstanding anything to the contrary
contained in this  Agreement,  the Loans  (including any Notes  evidencing  such
Loans and, in the case of Revolving  Loans,  the  corresponding  obligations  to
participate  in L/C  Obligations  and  Swing  Loans)  and the L/C  Reimbursement
Obligations are registered  obligations (each a "Registered  Loan"),  the right,
title and interest of the Lenders and the L/C Issuers and their assignees in and
to such Loans or L/C  Reimbursement  Obligations,  as the case may be,  shall be
transferable  only upon  notation  of such  transfer  in the  Register,  the SPV
Register,  or the  Related  Party  Register  (whichever  is  applicable)  and no
assignment thereof shall be effective until recorded therein.  This Section 2.14
and  Section  11.2 shall be  construed  so that the Loans and L/C  Reimbursement
Obligations are at all times maintained in "registered  form" within the meaning
of  Sections  163(f),  871(h)(2)  and  881(c)(2)  of the  Code  and any  related
regulations (and any successor provisions).

            (d) Prima Facie  Evidence.  The entries  made in the Register and in
the accounts  maintained  pursuant to clauses (a) and (b) above  (including  the
Related  Party  Register and SPV  Register)  shall,  to the extent  permitted by
applicable  Requirements  of Law, be prima facie  evidence of the  existence and
amounts of the obligations recorded therein; provided, however, that no error in
such  account  and no  failure  of any  Lender  or the  Administrative  Agent to
maintain any such  account  shall  affect the  obligations  of any Loan Party to
repay the Loans in accordance with their terms.  In addition,  the Loan Parties,
the  Administrative  Agent,  the Lenders  and the L/C  Issuers  shall treat each
Person  whose name is  recorded in the  Register  as a Lender or L/C Issuer,  as
applicable,  for all purposes of this  Agreement.  Information  contained in the
Register, the Related Party Register, the SPV Register, the Participant Register
and the records  maintained  pursuant  to Section  2.14(b)  with  respect to any
Lender, participant,  SPV or any L/C Issuer shall be available for access by the
Borrower,  the  Administrative  Agent,  such  Lender  or such L/C  Issuer at any
reasonable time and from time to time upon reasonable prior notice. No Lender or
L/C Issuer shall, in such capacity,  have access to or be otherwise permitted to
review any  information in the Register other than  information  with respect to
such Lender or L/C Issuer unless otherwise agreed by the Administrative Agent.

            (e) Notes.  Upon any Lender's  request,  the Borrower shall promptly
execute and deliver Notes to such Lender  evidencing the Loans of such Lender in
a Facility and substantially in the form of Exhibit B; provided,  however,  that
only one Note for each Facility shall be issued to each Lender, except (i) to an
existing  Lender  exchanging  existing Notes to reflect  changes in the Register
relating to such  Lender,  in which case the new Notes  delivered to such Lender
shall be  dated  the date of the  original  Notes  and (ii) in the case of loss,
destruction  or mutilation  of existing  Notes and similar  circumstances.  Each
Note, if issued,  shall only be issued as means to evidence the right,  title or
interest of a Lender or a registered assignee in and to the related Loan, as set
forth in the  Register,  and in no event shall any Note be  considered  a bearer
instrument or obligation.


                                       45
<PAGE>

      Section 2.15  Suspension of Eurodollar  Rate Option.  Notwithstanding  any
provision to the contrary in this Article II, the following shall apply:

            (a) Interest  Rate  Unascertainable,  Inadequate  or Unfair.  In the
event that (A) the  Administrative  Agent determines in good faith that adequate
and fair means do not exist for  ascertaining  the applicable  interest rates by
reference to which the Eurodollar Rate is determined or (B) the Required Lenders
notify the Administrative Agent that the Eurodollar Rate for any Interest Period
will not  adequately  reflect the cost to the  Lenders of making or  maintaining
such Loans for such Interest Period, the Administrative  Agent shall promptly so
notify the Borrower and the Lenders,  whereupon the obligation of each Lender to
make or to  continue  Eurodollar  Rate Loans shall be  suspended  as provided in
clause (c) below until the  Administrative  Agent shall notify the Borrower that
the  Required  Lenders  have  determined  that the  circumstances  causing  such
suspension no longer exist.

            (b)  Illegality.  If any  Lender  determines  in good faith that the
introduction of, or any change in or in the  interpretation  of, any Requirement
of Law  after  the  date of  this  Agreement  shall  make  it  unlawful,  or any
Governmental  Authority shall assert that it is unlawful,  for any Lender or its
applicable  lending office to make  Eurodollar Rate Loans or to continue to fund
or maintain  Eurodollar Rate Loans,  then, on notice thereof and demand therefor
by such Lender to the Borrower through the Administrative  Agent, the obligation
of such Lender to make or to continue  Eurodollar  Rate Loans shall be suspended
as  provided  in  clause  (c)  below  until  such  Lender  shall,   through  the
Administrative  Agent,  notify the Borrower that it has  determined  that it may
lawfully make Eurodollar Rate Loans.

            (c) Effect of Suspension. If the obligation of any Lender to make or
to continue  Eurodollar  Rate Loans is  suspended,  (A) the  obligation  of such
Lender to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended,
(B) such  Lender  shall  make a Base  Rate Loan at any time  such  Lender  would
otherwise  be obligated  to make a  Eurodollar  Rate Loan,  (C) the Borrower may
revoke any pending  Notice of Borrowing or Notice of Conversion or  Continuation
to make or continue  any  Eurodollar  Rate Loan or to convert any Base Rate Loan
into a  Eurodollar  Rate Loan and (D) each  Eurodollar  Rate Loan of such Lender
shall  automatically and immediately (or, in the case of any suspension pursuant
to clause (a) above, on the last day of the current  Interest Period thereof) be
converted into a Base Rate Loan.

      Section 2.16 Breakage Costs;  Increased Costs; Capital  Requirements.  (a)
Breakage Costs. The Borrower shall compensate each Lender, upon demand from such
Lender  to the  Borrower  (with  copy  to the  Administrative  Agent),  for  all
Liabilities  (including,   in  each  case,  those  incurred  by  reason  of  the
liquidation or  reemployment  of deposits or other funds acquired by such Lender
to prepare to fund,  to fund or to maintain  the  Eurodollar  Rate Loans of such
Lender to the Borrower but  excluding any loss of the  Applicable  Margin on the
relevant  Loans) that such  Lender may incur (A) to the  extent,  for any reason
other  than  solely by reason  of such  Lender  being a  Non-Funding  Lender,  a
proposed  Borrowing,  conversion  into or  continuation of Eurodollar Rate Loans
does not occur on a date specified therefor in a Notice of Borrowing or a Notice
of Conversion or  Continuation  or in a similar request made by telephone by the
Borrower,  (B) to the extent any Eurodollar Rate Loan is paid (whether through a
scheduled,  optional or mandatory  prepayment)  or converted to a Base Rate Loan
(including  because of  Section  2.15) on a date that is not the last day of the
applicable  Interest  Period  or (C) as a  consequence  of  any  failure  by the
Borrower to repay  Eurodollar Rate Loans when required by the terms hereof.  For
purposes  of this clause  (a),  each Lender  shall be deemed to have funded each
Eurodollar  Rate Loan made by it using a matching  deposit or other borrowing in
the London interbank market.


                                       46
<PAGE>

            (b)  Increased  Costs.  If at any  time  any  Lender  or L/C  Issuer
determines that, after the date hereof,  the adoption of, or any change in or in
the  interpretation,  application or administration  of, or compliance with, any
Requirement of Law (other than any imposition or increase of Eurodollar  Reserve
Requirements)  from any  Governmental  Authority  shall  have the  effect of (i)
increasing  the cost to such  Lender  of  making,  funding  or  maintaining  any
Eurodollar  Rate Loan or to agree to do so or of  participating,  or agreeing to
participate,  in  extensions  of credit,  (ii)  increasing  the cost to such L/C
Issuer of Issuing or maintaining any Letter of Credit or of agreeing to do so or
(iii)  imposing  any other  cost to such  Lender or L/C Issuer  with  respect to
compliance  with its obligations  under any Loan Document,  then, upon demand by
such Lender or L/C Issuer (with copy to the Administrative  Agent), the Borrower
shall pay to the  Administrative  Agent for the  account  of such  Lender or L/C
Issuer  amounts  sufficient  to  compensate  such  Lender or L/C Issuer for such
increased cost.

            (c) Increased Capital Requirements. If at any time any Lender or L/C
Issuer determines that, after the date hereof, the adoption of, or any change in
or in the interpretation,  application or administration of, or compliance with,
any  Requirement  of Law (other than any  imposition  or increase of  Eurodollar
Reserve   Requirements)  from  any  Governmental   Authority  regarding  capital
adequacy,  reserves,  special  deposits,  compulsory  loans,  insurance  charges
against property of, deposits with or for the account of,  Obligations owing to,
or other credit  extended or participated in by, any Lender or L/C Issuer or any
similar  requirement  (in each case other than any  imposition  or  increase  of
Eurodollar Reserve  Requirements)  shall have the effect of reducing the rate of
return  on the  capital  of such  Lender's  or L/C  Issuer  (or any  corporation
controlling such Lender or L/C Issuer) as a consequence of its obligations under
or with  respect to any Loan  Document or Letter of Credit to a level below that
which,  taking into account the capital  adequacy  policies of such Lender,  L/C
Issuer or  corporation,  such  Lender,  L/C  Issuer or  corporation  could  have
achieved but for such adoption or change, then, upon demand from time to time by
such  Lender or L/C  Issuer  (with a copy of such  demand to the  Administrative
Agent),  the Borrower shall pay to the  Administrative  Agent for the account of
such Lender amounts sufficient to compensate such Lender for such reduction.

            (d) Compensation  Certificate.  Each demand for  compensation  under
this Section 2.16 shall be  accompanied  by a  certificate  of the Lender or L/C
Issuer  claiming  such  compensation,  setting  forth in  reasonable  detail the
amounts to be paid hereunder, which certificate shall be conclusive, binding and
final for all purposes,  absent manifest error. In determining such amount, such
Lender or L/C Issuer may use any reasonable averaging and attribution methods.

            (e)  Notwithstanding  anything to the contrary in this Section,  the
Borrower  shall not be required to compensate  any Lender or the  Administrative
Agent  pursuant to this Section 2.16 for any amounts  incurred more than 90 days
prior to the date  such  Lender  or such  Agent,  as  applicable,  notifies  the
Borrower of such Person's  intention to claim  compensation  therefor;  provided
that,  if the  event  giving  rise to such  increased  costs  or  reductions  is
retroactive,  then the 90 day period  referred  to above  shall be  extended  to
include the period of retroactive effect thereof.

      Section  2.17  Taxes.  (a)  Payments  Free and Clear of  Taxes.  Except as
otherwise  provided in this Section  2.17,  each payment by any Loan Party under
any Loan  Document  shall be made free and clear of all present or future taxes,
levies,  imposts,  deductions,  charges or withholdings and all liabilities with
respect  thereto  (and without  deduction  for any of them) except for (i) taxes
measured by net income  (including  branch  profits  taxes) and franchise  taxes
imposed in lieu of net income taxes,  and including all  liabilities,  penalties
and interest  with


                                       47
<PAGE>

respect to any of the  foregoing in each case imposed on any Secured  Party as a
result of a present or former  connection  between  such  Secured  Party and the
jurisdiction of the  Governmental  Authority  imposing such tax or any political
subdivision or taxing  authority  thereof or therein (other than such connection
arising  solely from any Secured Party having  executed,  delivered or performed
its  obligations or received a payment under,  or enforced,  any Loan Document),
(ii) United States federal  withholding  taxes to the extent that the obligation
to  withhold  amounts  existed  on the date that  such  Secured  Party  became a
"Secured Party" hereunder except to the extent such Secured Party is a direct or
indirect  assignee  (other  than  pursuant  to clause  (iii) of Section  2.18(a)
(Substitution of Lenders)) of any other Secured Party that was entitled,  at the
time the assignment from such other Secured Party became  effective,  to receive
additional  amounts  under this clause,  or (iii) taxes that would not have been
imposed  but  for the  failure  (other  than  as a  result  of a  change  in any
Requirement of Law) by any Secured Party to deliver the  documentation  required
to be delivered pursuant to clause (f) below (collectively, "Taxes").

            (b)  Gross-Up.  If any Taxes shall be required by law to be deducted
from or in respect of any amount payable under any Loan Document (other than any
Secured  Hedging  Agreement)  to any  Secured  Party  (i) such  amount  shall be
increased as necessary to ensure that,  after all required  deductions for Taxes
are made (including  deductions  applicable to any increases to any amount under
this  Section  2.17),  such  Secured  Party  receives  the  amount it would have
received had no such  deductions  been made,  (ii) the relevant Loan Party shall
make such  deductions,  (iii) the relevant  Loan Party shall timely pay the full
amount  deducted  to  the  relevant  taxing  authority  or  other  authority  in
accordance  with  applicable  Requirements  of Law and (iv) within 30 days after
such payment is made or as soon as practicable thereafter,  the relevant Secured
Party shall deliver to the Administrative Agent an original or certified copy of
a receipt evidencing such payment.

            (c) Other  Taxes.  In  addition,  the  Borrower  agrees to pay,  and
authorizes the Administrative Agent to pay in its name, any stamp,  documentary,
excise or property  tax,  charges or similar  levies  imposed by any  applicable
Requirement of Law or Governmental  Authority and all  Liabilities  with respect
thereto  (including  by reason of any delay in  payment  thereof),  in each case
arising from the  execution,  delivery or  registration  of, or  otherwise  with
respect  to,  any  Loan  Document  or  any  transaction   contemplated   therein
(collectively,  "Other Taxes").  The Swingline  Lender may, without any need for
notice,  demand or consent from the Borrower,  by making funds  available to the
Administrative Agent in the amount equal to any such payment,  make a Swing Loan
to the  Borrower  in such  amount,  the  proceeds  of which shall be used by the
Administrative  Agent in whole to make such  payment.  Within 30 days  after the
date of any  payment of Taxes or Other  Taxes by any Loan  Party,  the  Borrower
shall furnish to the Administrative Agent, at its address referred to in Section
11.11, the original or a certified copy of a receipt evidencing payment thereof.

            (d)  Indemnification.  The Borrower  shall  reimburse and indemnify,
within 30 days after receipt of demand therefor (with copy to the Administrative
Agent),  each Secured Party for all Taxes and Other Taxes  (including  any Taxes
and Other  Taxes  imposed  by any  jurisdiction  on amounts  payable  under this
Section 2.17) paid by such Secured Party and any Liabilities  arising  therefrom
or with respect thereto, whether or not such Taxes or Other Taxes were correctly
or  legally   asserted.   A  certificate   of  the  Secured  Party  (or  of  the
Administrative  Agent on behalf of such Secured Party) claiming any compensation
under this  clause (d),  setting  forth the  amounts to be paid  thereunder  and
delivered  to the  Borrower  with  copy to the  Administrative  Agent,  shall be
conclusive,  binding  and final for all  purposes,  absent  manifest  error.  In
determining such amount, the Administrative Agent and such Secured Party may use
any reasonable averaging and attribution methods.


                                       48
<PAGE>

            (e) Mitigation.  Any Lender claiming any additional  amounts payable
pursuant to this Section 2.17 shall use its reasonable efforts  (consistent with
its  internal  policies  and  Requirements  of Law) to file any  certificate  or
document  reasonably   requested  in  writing  by  Borrower  or  to  change  the
jurisdiction  of its  lending  office  if such a change  would  reduce  any such
additional  amounts (or any similar amount that may thereafter accrue) and would
not, in the sole  determination of such Lender, be otherwise  disadvantageous to
such Lender.

            (f) Tax  Forms.  (i)  Each  Secured  Party  that is  organized  in a
jurisdiction  outside the United  States (a "Non-U.S.  Lender")  shall (w) on or
prior to the date such Non-U.S.  Lender becomes a "Non-U.S.  Lender"  hereunder,
(x) on or prior to the date on which any such form or  certification  expires or
becomes obsolete, or (y) after the occurrence of any event requiring a change in
the most recent form or  certification  previously  delivered  by it pursuant to
this clause (i) provide the  Administrative  Agent and the Borrower  (or, in the
case of a participant or SPV, the relevant  Lender only, or in case of a Related
Party  Assignment,  the assigning  Lender only) with two completed  originals of
each of the following, as applicable:  (A) Forms W-8ECI (claiming exemption from
U.S.  withholding  tax because the income is  effectively  connected with a U.S.
trade or business),  W-8BEN  (claiming  exemption  from, or a reduction of, U.S.
withholding   tax  under  an  income  tax  treaty),   W-8IMY  (with   applicable
attachments)  or any  successor  forms,  (B) in the  case of a  Non-U.S.  Lender
claiming  exemption  under  Sections  871(h) or 881(c) of the Code,  Form W-8BEN
(claiming  exemption  from U.S.  withholding  tax under the  portfolio  interest
exemption) or any successor form and such Non-U.S. Lender hereby represents that
it is not (1) a "bank" within the meaning of Section  881(c)(3)(A)  of the Code,
(2) a "10 percent  shareholder"  of the  Borrower  within the meaning of Section
881(c)(3)(B) of the Code or (3) a "controlled foreign corporation"  described in
Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed
by the IRS  certifying as to the  entitlement  of such  Non-U.S.  Lender to such
exemption from United States withholding tax or reduced rate with respect to all
payments to be made to such Non-U.S. Lender under the Loan Documents.  Except as
otherwise provided herein, unless the Borrower and the Administrative Agent have
received forms or other documents  satisfactory to them indicating that payments
under any Loan  Document  to or for a Non-U.S.  Lender are not subject to United
States  withholding  tax or are  subject  to such  tax at a rate  reduced  by an
applicable  tax  treaty,  the Loan  Parties and the  Administrative  Agent shall
withhold amounts required to be withheld by applicable  Requirements of Law from
such payments at the applicable statutory rate.

                  (i) Each U.S.  Lender  Party shall (A) on or prior to the date
      such U.S. Lender Party becomes a "U.S. Lender Party" hereunder,  (B) on or
      prior to the  date on which  any such  form or  certification  expires  or
      becomes obsolete, (C) after the occurrence of any event requiring a change
      in the  most  recent  form or  certification  previously  delivered  by it
      pursuant to this clause (f) and (D) from time to time if  requested by the
      Borrower or the Administrative  Agent (or, in the case of a participant or
      SPV,  by the  relevant  Lender  only,  or in the case of a  Related  Party
      Assignment,  the assigning Lender only),  provide the Administrative Agent
      and the Borrower  (or, in the case of a  participant  or SPV, the relevant
      Lender only, or in the case of a Related Party Assignment by the assigning
      Lender only) with two  completed  originals of Form W-9  (certifying  that
      such U.S.  Lender  Party is  entitled  to an  exemption  from U.S.  backup
      withholding tax) or any successor form.

                  (ii) Each Lender having (A) sold a participation in any of its
      Obligations,  (B) identified an SPV as such to the Administrative Agent or
      (C) made a Related Party  Assignment,  shall collect from such participant
      or SPV the documents described in this clause (f).


                                       49
<PAGE>

            (g)  Refunds.  If any Agent or any  Lender  determines,  in its sole
discretion,  that it has  received a refund of any Taxes as to which it has been
indemnified  by the  Borrower  or with  respect to which the  Borrower  has paid
additional  amounts pursuant to this Section 2.17, it shall pay over such refund
to the  Borrower  (but  only  to the  extent  of  indemnity  payments  made,  or
additional amounts paid, by the Borrower under this Section 2.17 with respect to
the Taxes giving rise to such refund), net of all out-of-pocket expenses of such
Agent or such Lender and without  interest  (other than any interest paid by the
relevant Governmental Authority with respect to such refund); provided, that the
Borrower,  upon the  request of such Agent or such  Lender,  agrees to repay the
amount paid over to the Borrower (plus any penalties,  interest or other charges
imposed by the relevant Governmental  Authority) to such Agent or such Lender in
the event such Agent or such  Lender is  required  to repay such  refund to such
Governmental  Authority.  This  paragraph  shall not be construed to require any
Agent or any Lender to make available its tax returns (or any other  information
relating to its taxes which it deems  confidential) to the Borrower or any other
Person.

      Section 2.18 Substitution of Lenders. (a) Substitution Right. In the event
that any Lender in any Facility (an "Affected Lender"),  (i) makes a claim under
clause (b) (Increased Costs) or (c) (Increased Capital  Requirements) of Section
2.16, (ii) notifies the Borrower  pursuant to Section 2.15(b)  (Illegality) that
it becomes  illegal for such  Lender to continue to fund or make any  Eurodollar
Rate Loan in such Facility,  (iii) makes a claim for payment pursuant to Section
2.17(b) (Taxes), (iv) becomes a Non-Funding Lender with respect to such Facility
or (v) does not consent to any amendment, waiver or consent to any Loan Document
for which the consent of the Required  Lenders is obtained but that requires the
consent of other Lenders in such  Facility,  the Borrower may either pay in full
such  Affected  Lender  with  respect to amounts due in such  Facility  with the
consent of the Agents or substitute  for such  Affected  Lender in such Facility
any Lender or any  Affiliate or Approved  Fund of any Lender or any other Person
acceptable (which  acceptance shall not be unreasonably  withheld or delayed) to
the Agents (in each case, a "Substitute Lender").

            (b) Procedure. To substitute such Affected Lender or pay in full the
Obligations owed to such Affected Lender under such Facility, the Borrower shall
deliver  a notice to the  Administrative  Agent and such  Affected  Lender.  The
effectiveness of such payment or substitution shall be subject to recordation of
such assignment on the Register and the delivery to the Administrative  Agent by
the Borrower  (or, as may be applicable  in the case of a  substitution,  by the
Substitute  Lender) of (i) payment for the account of such Affected Lender,  of,
to the extent accrued  through,  and outstanding on, the effective date for such
payment or  substitution,  all  Obligations  owing to such Affected  Lender with
respect to such  Facility  (including  those  that will be owed  because of such
payment and all Obligations that would be owed to such Lender if it was solely a
Lender  in  such  Facility),  (ii)  in the  case  of a  payment  in  full of the
Obligations  owing to such  Affected  Lender in the Revolving  Credit  Facility,
payment  of any amount  that,  after  giving  effect to the  termination  of the
Commitment of such Affected  Lender,  is required to be paid pursuant to Section
2.8(e)  (Excess  Outstandings)  and  (iii)  in the case of a  substitution,  (A)
payment of the assignment fee set forth in Section 11.2(c) and (B) an assumption
agreement in form and substance satisfactory to the Administrative Agent whereby
the Substitute Lender shall, among other things,  agree to be bound by the terms
of the Loan  Documents and assume the  Commitment  of the Affected  Lender under
such Facility.

            (c) Effectiveness.  Upon satisfaction of the conditions set forth in
clause (b) above,  the  Administrative  Agent shall record such  substitution or
payment in the Register, whereupon (i) in the case of any payment in full in any
Facility,   such  Affected  Lender's  Commitments  in  such  Facility  shall  be
terminated  and (ii) in the case of any  substitution  in any


                                       50
<PAGE>

Facility,  (A) the  Affected  Lender  shall  sell and be  relieved  of,  and the
Substitute  Lender  shall  purchase  and  assume,  all rights and claims of such
Affected  Lender under the Loan Documents with respect to such Facility,  except
that the Affected Lender shall retain such rights expressly  providing that they
survive the repayment of the Obligations and the termination of the Commitments,
(B) the Substitute Lender shall become a "Lender"  hereunder having a Commitment
in such  Facility in the amount of such  Affected  Lender's  Commitment  in such
Facility  and  (C)  the  Affected  Lender  shall  execute  and  deliver  to  the
Administrative Agent an Assignment to evidence such substitution and deliver any
Note in its possession with respect to such Facility;  provided,  however,  that
the failure of any Affected Lender to execute any such Assignment or deliver any
such  Note  shall  not  render  such  sale and  purchase  (or the  corresponding
assignment) invalid.


                                  ARTICLE III

                    CONDITIONS TO LOANS AND LETTERS OF CREDIT

      Section 3.1  Conditions  Precedent to Initial Loans and Letters of Credit.
The  obligation  of each  Lender  to make any Loan on the  Closing  Date and the
obligation  of each L/C Issuer to Issue any Letter of Credit on the Closing Date
is  subject  to the  satisfaction  or  due  waiver  of  each  of  the  following
conditions:

            (a) Certain Documents. The Agents shall have received on or prior to
the  Closing  Date each of the  following,  each dated the  Closing  Date unless
otherwise agreed by the Agents, in form and substance satisfactory to the Agents
and each Lender:

                  (i) this  Agreement  duly  executed by Borrower  and,  for the
      account of each Lender having  requested the same, by notice to the Agents
      and the Borrower  received by each at least three (3) Business  Days prior
      to the Closing Date (or such later date as may be agreed by the Borrower),
      Notes in each applicable Facility conforming to the requirements set forth
      in Section 2.14(e);

                  (ii) the  Guaranty and Security  Agreement,  duly  executed by
      each Loan Party,  together with (A) copies of UCC,  Intellectual  Property
      and other  appropriate  search reports and of all effective  prior filings
      listed  therein,  together with evidence of the  termination of such prior
      filings and other  documents  with respect to the priority of the security
      interest of the Collateral Agent in the Collateral, in each case as may be
      reasonably  requested by the Agents,  (B) all documents  representing  all
      Securities,  chattel paper and instruments  being pledged pursuant to such
      Guaranty and Security Agreement and related undated powers or endorsements
      duly executed in blank, and (C) if requested by Agents, properly completed
      perfection certificates with respect to the Borrower and each Guarantor;

                  (iii)  the  Intercreditor  Agreement,  duly  executed  by  the
      Administrative  Agent,  the  Collateral  Agent,  the  Second  Lien  Agent,
      Borrower and the other Loan Parties,  on terms reasonably  satisfactory to
      Agents and Lenders;

                  (iv) collateral  assignments by the Loan Parties party thereto
      of the Hands On Merger  Agreement and the Stellar Nordia Managed  Services
      Agreement,  each in form  and  substance  reasonably  satisfactory  to the
      Agents;


                                       51
<PAGE>

                  (v) duly  executed  favorable  opinions of counsel to the Loan
      Parties  (other than the Inactive  Subsidiaries)  covering  matters  under
      Federal law and the laws of New York, Delaware and California satisfactory
      to the  Agents,  each  addressed  to the  Agents,  the L/C Issuers and the
      Lenders and addressing such matters as the Agents may reasonably request;

                  (vi) a copy of each  Constituent  Document  of each Loan Party
      (other  than  the  Inactive   Subsidiaries)  that  is  on  file  with  any
      Governmental Authority in any jurisdiction,  certified as of a recent date
      by such Governmental Authority, together with, if applicable, certificates
      attesting to the good standing of such Loan Party in such jurisdiction and
      each other  jurisdiction where such Loan Party is qualified to do business
      as a foreign  entity or where such  qualification  is necessary  (and,  if
      appropriate in any such jurisdiction, related tax certificates);

                  (vii) a certificate  of the secretary or other officer of each
      Loan Party (other than the Inactive Subsidiaries) in charge of maintaining
      books and  records of such Loan Party  certifying  as to (A) the names and
      signatures  of each officer of such Loan Party  authorized  to execute and
      deliver any Loan  Document,  (B) the  Constituent  Documents  of such Loan
      Party attached to such certificate are complete and correct copies of such
      Constituent  Documents as in effect on the date of such certification (or,
      for any such Constituent  Document delivered pursuant to clause (v) above,
      that  there  have  been no  changes  from  such  Constituent  Document  so
      delivered),  and (C)  the  resolutions  of  such  Loan  Party's  board  of
      directors or other  appropriate  governing body approving and  authorizing
      the  execution,  delivery and  performance  of each Loan Document to which
      such Loan Party is a party;

                  (viii) a certificate  of a Responsible  Officer of Borrower to
      the effect that (A) each  condition  set forth in Section  3.2(b) has been
      satisfied  with  respect to the Borrower as of the Closing  Date;  and (B)
      since  December  31,  2006,  there  have  been no  events,  circumstances,
      developments  or other changes in facts that could  reasonably be expected
      to have,  either  individually  or in the  aggregate,  a Material  Adverse
      Effect;

                  (ix) a certificate of a Responsible Officer of the Borrower to
      the effect that both (i) each Borrower and each Guarantor  (other than the
      Inactive  Subsidiaries)  is Solvent and (ii) the Loan  Parties  taken as a
      whole are Solvent,  in each case,  both before and after giving  effect to
      the initial Loans and Letters of Credit,  the  consummation of the Related
      Transactions,  the application of the proceeds  thereof in accordance with
      Section 7.9 and the payment of all estimated  legal,  accounting and other
      fees and expenses related hereto and thereto;

                  (x) insurance  certificates in form and substance satisfactory
      to the  Agents  demonstrating  that the  insurance  policies  required  by
      Section  7.5 are in full  force  and  effect  and  have  all  endorsements
      required by such Section 7.5;

                  (xi)  copies  of  each  Related  Document  and  each  Material
      Contract;

                  (xii) copies of the financial statements,  projections and Pro
      Forma Balance Sheet referred to in Section 4.4;

                  (xiii) the other documents  listed on the checklist of closing
      items provided by Agents to the Borrower; and


                                       52
<PAGE>

                  (xiv)  such  other  documents  and  information  as any either
      Agent, or Lender through the Administrative Agent may reasonably request.

            (b) Fees and Expenses. There shall have been paid to each Agent, for
the account of such Agent, its Related Persons, any L/C Issuer or any Lender, as
the case may be, all fees and all  reimbursements of costs or expenses,  in each
case due and payable under any Loan Document on or before the Closing Date.

            (c)  Consents.  Each Group Member  shall have  received all material
consents and  authorizations  required  pursuant to Material  Contracts with any
other Person and shall have  obtained all material  Permits of, and effected all
notices to and filings with, any  Governmental  Authority,  in each case, as may
reasonably be necessary in connection with the  consummation of the transactions
contemplated  in any Loan Document or Related  Document  (including  the Related
Transactions)  and Agents shall have  received a  certificate  of a  Responsible
Officer of the Borrower to the effect that all such consents and  authorizations
have been obtained;  provided,  however, that the Group Members are not required
under this clause (c) to obtain the consent of Verizon or any of its  Affiliates
to the assignment of any Material Contract to which such Person is a party.

            (d) Related  Transactions.  The Agents shall be satisfied  that, (i)
subject  only to the  funding  of the  initial  Loans  hereunder  and the use of
proceeds thereof,  (A) as certified to the Agents,  all conditions  precedent to
the consummation of the Acquisition will have been satisfied or duly waived with
the  consent of the Agents and the  Acquisition  will have been  consummated  in
accordance  with the  Acquisition  Documents  and (B) all Payoff  Debt and other
obligations  under the Payoff Debt  Documents  will have been repaid in full and
all Liens securing the Payoff Debt  terminated  and released,  as evidenced by a
payoff  letter duly  executed  and  delivered  by the holders of the  applicable
Payoff Debt or an agent or trustee  thereof,  (ii) the Equity  Investors  Equity
Investment  will  have  been  made  pursuant  to  Equity  Investors   Investment
Documents,  the terms of which are reasonably  satisfactory to the Agents, (iii)
the Borrower  shall have  received the gross cash proceeds from the borrowing of
the Second Lien Term Loans in a principal  amount of  $30,000,000  and the terms
and  conditions of the Second Lien Term Loans and the Second Lien Loan Documents
shall be in form and substance satisfactory to the Agents, and (iv) the Borrower
shall have received at least  $36,500,000 in cash proceeds from the issuances of
Preferred Stock pursuant to the Equity Investors  Investment  Documents on terms
satisfactory to Agents and Lenders.

            (e) Minimum  Consolidated EBITDA;  Consolidated  Leverage Ratio. The
Agents shall be satisfied  that the  statements  set forth in Section 4.4(f) are
true and correct.

            (f)  Consolidated  Total Debt.  On the Closing  Date,  after  giving
effect  to  the  Related  Transactions   occurring  on  the  Closing  Date,  the
Consolidated Total Debt of Borrower shall be no greater than $70,000,000.

            (g)  Opening  Revolver  Availability.  After  giving  effect  to any
initial  Loans made to the  Borrower,  the  issuance of any  initial  Letters of
Credit and the  consummation of the Related  Transactions (on a pro forma basis,
with trade payables being paid  currently,  and expenses and  liabilities  being
paid in the ordinary course of business and without  acceleration of sales), the
Borrower shall have Revolver Availability of at least $13,000,000.


                                       53
<PAGE>

            (h) Capital  Structure.  The  ownership,  capital,  corporate,  tax,
organizational  and  legal  structure  of each  Loan  Party  and the  terms  and
conditions of all Indebtedness of each Loan Party shall be reasonably acceptable
to the Agents and each Lender.

            (i) Due  Diligence.  Agents and each Lender shall have completed its
legal,  tax,  insurance,  environmental  and other  non-financial due diligence,
including  completion  and  review  of  results  of  management/employment   and
non-compete  agreements with key management of the Loan Parties and satisfactory
completion of management background checks.

      Section 3.2  Conditions  Precedent to Each Loan and Letter of Credit.  The
obligation of each Lender on any date  (including  the Closing Date) to make any
Loan and of each L/C Issuer on any date  (including  the Closing  Date) to Issue
any  Letter of Credit is subject to the  satisfaction  of each of the  following
conditions precedent:

            (a)  Request.  The  Administrative  Agent  (and,  in the case of any
Issuance,  the relevant L/C Issuer) shall have received,  to the extent required
by Article  II, a written,  timely and duly  executed  and  completed  Notice of
Borrowing, Swingline Request or, as the case may be, L/C Request.

            (b)  Representations  and  Warranties;  No Defaults.  The  following
statements  shall be true on such date,  both before and after giving  effect to
such  Loan  or,  as  applicable,  such  Issuance:  (i) the  representations  and
warranties  set forth in any Loan Document shall be true and correct (A) if such
date is the  Closing  Date,  on and as of such  date and (B)  otherwise,  in all
material respects  (provided,  that if any  representation or warranty is by its
terms qualified by concepts of materiality,  such  representation  shall be true
and  correct  in all  respects)  on and as of such date or, to the  extent  such
representations and warranties expressly relate to an earlier date, on and as of
such earlier date and (ii) no Default or Event of Default shall be continuing.

The  representations  and  warranties  set  forth in any  Notice  of  Borrowing,
Swingline  Request or L/C Request (or any  certificate  delivered in  connection
therewith)  shall  be  deemed  to be  made  again  on and as of the  date of the
relevant Loan or Issuance and the  acceptance of the proceeds  thereof or of the
delivery of the relevant Letter of Credit.

      Section 3.3 Determinations of Initial Borrowing  Conditions.  For purposes
of determining  compliance  with the  conditions  specified in Section 3.1, each
Lender shall be deemed to be satisfied  with each document and each other matter
required to be  satisfactory  to such Lender unless,  prior to the Closing Date,
the  Administrative  Agent  receives  notice  from such Lender  specifying  such
Lender's objections and such Lender has not made available its Pro Rata Share of
any Borrowing scheduled to be made on the Closing Date.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            To induce the Lenders,  the L/C Issuers and the Agents to enter into
the Loan Documents, the Borrower (and, to the extent set forth in any other Loan
Document, each other Loan Party) represents and warrants to each of them each of
the  following  on and as of each date  applicable  pursuant  to Section 3.2 and
after giving effect to the Verizon TRS Acquisition  and the  consummation of the
Hands On Merger on the Closing Date:


                                       54
<PAGE>

      Section 4.1 Corporate  Existence;  Compliance  with Law. Each Group Member
(a) is duly organized,  validly  existing and in good standing under the laws of
the jurisdiction of its organization,  (b) is duly qualified to do business as a
foreign  entity and in good standing under the laws of each  jurisdiction  where
such qualification is necessary,  except where the failure to be so qualified or
in good standing could not reasonably be expected to have,  either  individually
or in the aggregate,  a Material Adverse Effect, (c) has all requisite power and
authority and the legal right to own, pledge, mortgage and operate its property,
to lease or sublease  any  property it operates  under lease or sublease  and to
conduct its business as now or  currently  proposed to be  conducted,  (d) is in
compliance  with  its  Constituent  Documents,  (e) is in  compliance  with  all
applicable  Requirements  of Law except  where the  failure to be in  compliance
could  not  reasonably  be  expected  to  have,  either  individually  or in the
aggregate,  a Material Adverse Effect and (f) has all necessary  Permits from or
by, has made all necessary filings with, and has given all necessary notices to,
each Governmental Authority having jurisdiction, to the extent required for such
ownership, lease, sublease, operation, occupation or conduct of business in each
case, that are material to the operation of its business and operations, each of
which is listed on Schedule 4.1 as of the Closing  Date.  Except as set forth in
Schedule 4.1, each Group Member is in material  compliance with such Permits and
no Group Member has received any notice  threatening  the revocation of any such
Permit or that any Group Member is in violation of any  applicable  Requirements
of Law which could reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

      Section  4.2 Loan and  Related  Documents.  (a) Power and  Authority.  The
execution, delivery and performance by each Loan Party of the Loan Documents and
Related  Documents  to which it is a party and the  consummation  of the Related
Transactions  and other  transactions  contemplated  therein (i) are within such
Loan Party's corporate or similar powers and, at the time of execution  thereof,
have  been  duly  authorized  by all  necessary  corporate  and  similar  action
(including,  if applicable,  consent of holders of its Securities),  (ii) do not
(A) contravene such Loan Party's Constituent Documents, (B) violate any material
Requirement of Law in any material respect,  (C) except as disclosed on Schedule
4.2, in any material respect, conflict with, contravene, constitute a default or
breach under any material Contractual Obligation of any Loan Party or any of its
Subsidiaries (including other Related Documents or Loan Documents), or result in
or permit the  termination  or  acceleration  of any such  material  Contractual
Obligation,  or (D) result in the imposition of any Lien (other than a Permitted
Lien) upon any property of any Loan Party or any of its  Subsidiaries  and (iii)
do not require any Permit of, or filing with, any Governmental  Authority or any
consent  of, or notice to, any Person,  other than (A) with  respect to the Loan
Documents,  the  filings  required  to  perfect  the Liens  created  by the Loan
Documents, (B) those listed on Schedule 4.2 and that have been, or will be prior
to the Closing  Date,  obtained or made,  copies of which have been,  or will be
prior to the Closing Date,  delivered to the  Administrative  Agent, and each of
which on the Closing Date will be in full force and effect,  and (C) in the case
of any  Related  Document,  those  which,  if not  obtained  or made,  could not
reasonably  be expected to have,  either  individually  or in the  aggregate,  a
Material Adverse Effect.

            (b) Due Execution  and Delivery.  From and after its delivery to the
Administrative  Agent,  each Loan  Document  and Related  Document has been duly
executed  and  delivered to the other  parties  thereto by each Loan Party party
thereto,  is the legal,  valid and binding  obligation of such Loan Party and is
enforceable  against such Loan Party in accordance with its terms, except as may
be limited by applicable bankruptcy, insolvency,  reorganization,  moratorium or
other similar laws affecting creditors' rights generally or by general equitable
principles relating to enforceability.


                                       55
<PAGE>

            (c) Related Documents.  As of the Closing Date, each  representation
and  warranty  made by such  Loan  Party in each  Related  Document  is true and
correct in all material respects and no default,  or event that, with the giving
of  notice or lapse of time or both,  would  constitute  a default  by such Loan
Party  thereunder,  has  occurred  thereunder.  As  of  the  Closing  Date,  all
applicable  waiting periods in connection  with the Acquisition  have expired or
have  been  terminated  without  any  action  being  taken  by any  Governmental
Authority  (including any requisite  waiting period (and any extension  thereof)
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976).

      Section 4.3 Ownership of Group Members. (a) Set forth on Schedule 4.3 is a
complete and  accurate  list  showing,  as of the Closing  Date,  for each Group
Member and each  Subsidiary of any Group Member and each joint venture of any of
them, its  jurisdiction of  organization,  the number of shares of each class of
Stock authorized (if applicable), the number outstanding on the Closing Date and
the number and  percentage  of the  outstanding  shares of each such class owned
(directly or  indirectly) by the applicable  holder  thereof.  As of the Closing
Date, all outstanding  Stock of each of them has been validly  issued,  is fully
paid and  non-assessable  (to the extent  applicable) and, except in the case of
Borrower,  is owned  beneficially and of record by a Group Member free and clear
of all Liens other than the security interests created by the Loan Documents and
the Second Lien Loan  Documents  and, in the case of joint  ventures,  Permitted
Liens.  Set forth on Schedule  4.3, as of the Closing  Date, is a summary of the
outstanding  Stock and Stock  Equivalents  of the  Borrower,  listing any Person
that, to the  Borrower's  knowledge,  holds  greater than 5% of the  outstanding
Stock of the  Borrower.  As of the  Closing  Date,  except  with  respect to the
Borrower as  described  on Schedule  4.3,  there are no Stock  Equivalents  with
respect to the Stock of any Group Member or any  Subsidiary  of any Group Member
or any joint  venture of any of them.  As of the  Closing  Date,  except for the
Equity Investors Investment Documents and the Constituent  Documents,  there are
no Contractual  Obligations or other  understandings  to which any Group Member,
any  Subsidiary  of any Group  Member or any joint  venture  of any of them is a
party with respect to (including any restriction on) the issuance,  voting, Sale
or  pledge  of any Stock or Stock  Equivalent  of any  Group  Member or any such
Subsidiary or joint venture.

            (b) None of the Inactive  Subsidiaries as of the Closing Date engage
in any  business,  operations or activity,  or hold any property,  other than as
permitted under Section 8.8(b).

      Section 4.4 Financial Statements.  (a) Except as specifically disclosed in
Schedule 4.4, the Financial Statements  concerning  Borrower,  the Loan Parties,
Hands On,  Hands On Sign  Language  Services,  Inc. and the Verizon TRS Division
that  are  referred  to  below  have  been  prepared  in  accordance  with  GAAP
consistently applied throughout the periods covered (except as disclosed therein
and except, with respect to unaudited Financial  Statements,  for the absence of
footnotes and normal  year-end audit  adjustments)  and fairly  present,  in all
material  respects,  the financial position of the Persons covered thereby as at
the dates  thereof  and the results of their  operations  and cash flows for the
periods  then ended.  The  Financial  Statements  referred  to in the  preceding
sentence are: (i) the audited  Consolidated  balance sheets at December 31, 2005
and  December  31,  2006,  and the related  Consolidated  statements  of income,
retained  earnings  and cash flows of the  Borrower  for the  Fiscal  Years then
ended,  audited by WithumSmith & Brown,  P.C.;  (ii) the unaudited  Consolidated
balance  sheets at March 31, 2007,  June 30, 2007 and September 30, 2007 and the
related Consolidated  statements of income,  retained earnings and cash flows of
the Borrower for the Fiscal  Quarters  then ended;  (iii) the audited  carve-out
balance  sheets at December  31, 2005 and  December  31,  2006,  and the related
statements of income,  parent funding and cash flows of the Verizon TRS Division
for the  Fiscal  Years  then  ended,


                                       56
<PAGE>

audited by KPMG LLP and Ernst & Young,  respectively;  (iv) the audited  balance
sheets at December 31, 2005 and December 31, 2006, and the related statements of
income,  retained  earnings and cash flows of Hands On for the Fiscal Years then
ended,  audited by Gallina LLP; and (v) the audited  balance  sheets at December
31, 2005 and December 31, 2006, and the related  statements of income,  retained
earnings and cash flows of Hands On Sign Language Services,  Inc. for the Fiscal
Years then ended, audited by Gallina LLP.

            (b)  Except  as  specifically  disclosed  in  Schedule  4.4,  to the
Borrower's  knowledge,  the Financial  Statements  concerning Hands On, Hands On
Sign Language  Services,  Inc. and the Verizon TRS Division that are referred to
below (A) have been  prepared  in  accordance  with  GAAP  consistently  applied
throughout the periods covered  (except as disclosed  therein and except for the
absence of  footnotes  and normal  year-end  audit  adjustments)  and (B) fairly
present, in all material respects, the financial position of the Persons covered
thereby as at the dates  thereof  and the results of their  operations  and cash
flows for the periods then ended.  The Financial  Statements  referred to in the
preceding sentence are: (i) the reviewed unaudited  condensed  carve-out balance
sheet at June 30,  2007,  and the  related  condensed  carve-out  statements  of
income,  parent  funding and cash flows of the Verizon TRS  Division for the six
months then ended,  reviewed by Ernst & Young; and (ii) the reviewed,  unaudited
combined  condensed  balance  sheet at June 30, 2007 and the  related  combined,
condensed statements of income, retained earnings and cash flows of Hands On and
Hands On Sign Language Services, Inc. for the six months then ended, reviewed by
Gallina LLP.

            (c) On the Closing  Date except as  disclosed  on Schedule  4.4, (i)
neither the Borrower nor any of its Subsidiaries  has any material  liability or
other  obligation  (including  Indebtedness,  Guaranty  Obligations,  contingent
liabilities and liabilities for taxes,  long-term  leases and unusual forward or
long-term  commitments)  that  is  not  reflected  in the  Financial  Statements
referred  to in  clause  (a)  above or in the notes  thereto  and not  otherwise
permitted by this Agreement and (ii) since December 31, 2006,  there has been no
Sale of any material  property of the Borrower or any of its Subsidiaries and no
purchase  or  other   acquisition  of  any  material  property  other  than  the
Acquisition.

            (d) As of the  Closing  Date,  the  Initial  Projections  have  been
prepared by the Borrower in light of the past  operations of the business of the
Borrower and its Subsidiaries  and reflect  projections for the five year period
beginning  on January 1, 2008 on a year by year basis.  As of the Closing  Date,
the Initial Projections are based upon estimates and assumptions stated therein,
all of  which  the  Borrower  believes  to be  reasonable  and  fair in light of
conditions  and facts known to the  Borrower as of the Closing  Date and reflect
the good faith,  reasonable  and fair  estimates  by the  Borrower of the future
Consolidated  financial  performance  of the Borrower and the other  information
projected  therein  for the periods set forth  therein;  provided  that (i) such
Initial  Projections  are forward  looking  information  which may be subject to
significant  uncertainties and  contingencies  beyond the Loan Parties' control,
(ii) no  assurance  would  be  given  by the  Loan  Parties  that  such  Initial
Projections  will be realized  and (iii) the actual  results may differ from the
Initial Projections and such differences might be material.

            (e) The unaudited  Consolidated  balance sheet of Borrower (the "Pro
Forma Balance Sheet")  delivered to the  Administrative  Agent prior to the date
hereof has been  prepared as of December  31, 2007 and reflects as of such date,
on a Pro Forma Basis for the  Related  Transactions  and the other  transactions
contemplated  herein to occur on the Closing Date,  the  Consolidated  financial
condition of Borrower,  and the  assumptions  expressed  therein are  reasonable
based on the  information  available  to the  Borrower  at such  date and on the
Closing Date.


                                       57
<PAGE>

            (f) Attached hereto as Schedule  4.4(f) is a pro forma  consolidated
balance  sheet,  income  statement  and cash flow  statement of Borrower and its
Subsidiaries (the "Combined Closing Date Financial Statements"), which have been
prepared  based on the Financial  Statements for the period ending June 30, 2007
(or with respect to the Borrower the period ending  September 30, 2007) referred
to in Section  4.4(a) and 4.4(b) and,  for the  periods  after the dates of such
financial  statements are reasonable  good faith  estimates by management of the
Borrower of the  financial  performance  of the  Borrower  and its  Subsidiaries
subsequent  to such date through  December 31, 2007,  based upon the  historical
performance of Borrower and its  Subsidiaries,  in each case taking into account
the closing of the  Related  Transactions,  the  incurrence  of the  Obligations
hereunder on the Closing Date and other  adjustments that the Borrower  believes
to be reasonable and fair in light of conditions and facts known to the Borrower
as of the Closing Date. Based on the Combined Closing Date Financial  Statements
and the calculations  and adjustments set forth in the adjusted  proforma profit
and loss  statement  attached  hereto as part of Schedule  4.4(f),  after giving
effect  to the  Related  Transactions  and  the  incurrence  of the  Obligations
hereunder  incurred on the Closing Date, (i) the adjusted pro forma Consolidated
EBITDA of the Borrower for the Fiscal Year ending  December 31, 2007 is not less
than $14,300,000,  (ii) the Consolidated  Leverage Ratio on December 31, 2007 is
not greater than 4.9:1.00 and (iii) the  Consolidated  Senior  Leverage Ratio on
December 31, 2007 is not greater than  2.8:1.00;  provided  that for purposes of
calculating such  Consolidated  Senior Leverage Ratio and Consolidated  Leverage
Ratio  such  adjusted  pro forma  Consolidated  EBITDA  shall be used to lieu of
Consolidated EBITDA.

      Section  4.5  Material  Adverse  Effect.  As of the  Closing  Date,  since
December 31, 2006,  there have been no events,  circumstances,  developments  or
other changes in facts that could reasonably be expected, either individually or
in the aggregate, to have a Material Adverse Effect.

      Section 4.6 Solvency. Both before and after giving effect to (a) the Loans
and Letters of Credit made or Issued on or prior to the date this representation
and warranty is made, (b) the  disbursement  of the proceeds of such Loans,  (c)
the consummation of the Related  Transactions and (d) the payment and accrual of
all transaction  costs in connection  with the foregoing,  both (i) Borrower and
each Guarantor  (other than the Inactive  Subsidiaries)  is Solvent and (ii) the
Loan Parties, taken as a whole, are Solvent.

      Section 4.7 Litigation.  Except as specifically disclosed in Schedule 4.7,
as of the  Closing  Date,  there are no  actions,  suits,  audits,  proceedings,
demands,  orders,  claims or disputes pending,  or to the best knowledge of each
Loan Party,  threatened or  contemplated,  at law, in equity,  in arbitration or
before any  Governmental  Authority,  against  any Group  Member or any of their
respective Properties which:

            (a) purport to affect or pertain to this  Agreement,  any other Loan
Document or Related Documents, or any of the transactions contemplated hereby or
thereby; or

            (b) would  reasonably  be expected to result in equitable  relief or
monetary judgment(s), individually or in the aggregate, in excess of $300,000.

No injunction,  writ, temporary restraining order or any order of any nature has
been issued by any court or other Governmental Authority purporting to enjoin or
restrain the execution,  delivery or performance  of this  Agreement,  any other
Loan  Document or any  Related  Document,  or  directing  that the  transactions
provided for herein or therein not be consummated as herein or therein provided.
As of the Closing Date, no Loan Party or any Subsidiary of any Loan Party is the


                                       58
<PAGE>

subject of an audit by the IRS or other Governmental  Authority or, to each Loan
Party's knowledge,  any review or investigation by the IRS or other Governmental
Authority  concerning the violation or possible  violation of any Requirement of
Law.

      Section  4.8 Taxes.  All  federal,  state,  local and  foreign  income and
franchise and other material tax returns, reports and statements  (collectively,
the "Tax  Returns")  required to be filed by any Tax  Affiliate  have been filed
with the appropriate Governmental Authorities in all jurisdictions in which such
Tax Returns are required to be filed,  all such Tax Returns are true and correct
in all material respects, and all taxes, charges and other impositions reflected
therein or  otherwise  due and payable have been paid prior to the date on which
any  Liability  may be added thereto for  non-payment  thereof  except for those
contested in good faith by appropriate  proceedings diligently conducted and for
which  adequate  reserves are  maintained  on the books of the  appropriate  Tax
Affiliate in  accordance  with GAAP.  As of the Closing  Date,  no Tax Return is
under audit or examination by any  Governmental  Authority and no notice of such
an audit or  examination  or any assertion of any claim for Taxes has been given
or made by any  Governmental  Authority.  Proper and accurate  amounts have been
withheld by each Tax Affiliate from their  respective  employees for all periods
in full and complete  compliance with the tax, social security and  unemployment
withholding  provisions of applicable  Requirements of Law and such withholdings
have  been  timely  paid  to the  respective  Governmental  Authorities.  No Tax
Affiliate has participated in a "reportable  transaction"  within the meaning of
Treasury  Regulation Section  1.6011-4(b) or has been a member of an affiliated,
combined or unitary  group other than the group of which a Tax  Affiliate is the
common parent.

      Section  4.9  Margin  Regulations.  The  Borrower  is not  engaged  in the
business of extending  credit for the purpose of, and no proceeds of any Loan or
other  extensions of credit hereunder will be used for the purpose of, buying or
carrying margin stock (within the meaning of Regulation U of the Federal Reserve
Board) or extending  credit to others for the purpose of  purchasing or carrying
any such margin stock, in each case in  contravention of Regulation T, U or X of
the Federal Reserve Board.

      Section 4.10 No Burdensome Obligations;  No Defaults or Breaches. No Group
Member is a party to any Contractual Obligation, no Group Member has Constituent
Documents  containing  obligations,  and, to the  knowledge of any Group Member,
there are no applicable  Requirements  of Law, in each case the compliance  with
which could reasonably be expected to have, in the aggregate, a Material Adverse
Effect.  No Group Member (and, to the  knowledge of each Group Member,  no other
party thereto) is in default under or with respect to any Contractual Obligation
of any Group Member,  other than those that could not  reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect.

      Section 4.11  Investment  Company  Act. No Group Member is an  "investment
company" or an "affiliated person" of, or "promoter" or "principal  underwriter"
for,  an  "investment  company",  as such terms are  defined  in the  Investment
Company Act of 1940.

      Section  4.12 Labor  Matters.  (a) There are no strikes,  work  stoppages,
slowdowns  or lockouts  existing,  pending  (or, to the  knowledge  of any Group
Member,  threatened)  against or involving any Group Member,  except,  for those
that could not  reasonably be expected to have,  either  individually  or in the
aggregate,  a Material  Adverse Effect;  (b) hours worked by and payment made to
employees of each Group Member comply with the Fair Labor Standards Act and each
other federal,  state,  local or foreign law applicable to such matters,  except
where the  failures  to so comply  would not  constitute,  in the  aggregate,  a
Material  Adverse  Effect;  (c) no  Group  Member  is  party  to or bound by any
collective  bargaining or similar agreement with any


                                       59
<PAGE>

union, labor organization,  works council or similar representative covering any
employee of any Group Member, (d) there is no organizing  activity involving any
Group Member  pending or, to any Group  Member's  knowledge,  threatened  by any
labor union or group of employees;  no petition for certification or election of
any such  representative  is existing or pending with respect to any employee of
any  Group  Member  and no  such  representative  has  sought  certification  or
recognition with respect to any employee of any Group Member;  and (e) there are
no complaints or charges  against any Group Member  pending or, to the knowledge
of any Group Member,  threatened to be filed with any Governmental  Authority or
arbitrator based on, arising out of, in connection  with, or otherwise  relating
to the  employment  or  termination  of  employment  by any Group  Member of any
individual  except for complaints or charges that, in the  aggregate,  would not
constitute  a Material  Adverse  Effect.  Schedule  4.12 sets  forth,  as of the
Closing Date, a true and complete list of all material Contractual  Obligations,
plans and arrangements (including employment,  individual consulting,  executive
compensation,  change in control,  severance,  supplemental pension and deferred
compensation Contractual Obligations,  plans and arrangements) that provide for,
upon a termination  of employment,  change in control or similar event,  (x) any
payment or other compensation  becoming due to any current or former employee of
any Group Member,  (y) an increase of benefits or rights to such benefits  under
any such Contractual Obligation,  plan or arrangement or (z) the acceleration of
the time of  payment,  or vesting of, any  benefits  or rights to such  benefits
under any such Contractual Obligation, plan or arrangement.

      Section 4.13 ERISA.

            (a) Schedule  4.13(a) sets forth, as of the Closing Date, a complete
and  accurate  list  of  all  Benefit  Plans  subject  to  the  minimum  funding
requirements of Section 412 of the Code, Title IV Plans, Multiemployer Plans and
Retiree Welfare Plans. Each Benefit Plan, and each trust thereunder, intended to
qualify  for tax exempt  status  under  Section  401 or 501 of the Code or other
Requirements  of Law so  qualifies  except  where such  noncompliance  would not
constitute a Material  Adverse  Effect.  Each Benefit Plan is in compliance with
applicable  provisions of ERISA, the Code and other  Requirements of Law, except
where such  noncompliance  would not constitute a Material  Adverse  Effect.  No
Group Member or any ERISA Affiliate has engaged in any "prohibited transactions"
as defined in Section 406 of ERISA and Section 4975 of the Code,  in  connection
with  any  Benefit  Plan,  that  would  subject  any  Group  Member  to a tax on
prohibited  transactions  imposed by Section  502(i) of ERISA or Section 4975 of
the Code that would constitute a Material  Adverse Effect.  On the Closing Date,
no ERISA Event has occurred in connection  with which  obligations  and material
liabilities (contingent or otherwise) remain outstanding.

            (b) Except as set forth in  Schedule  4.13(b),  (i) no Title IV Plan
has any  Unfunded  Pension  Liability  that could  result in a Material  Adverse
Effect;  (ii) there are no existing or pending (or to the knowledge of any Group
Member, threatened) claims (other than routine claims for benefits in the normal
course),  sanctions,  actions,  lawsuits or other  proceedings or  investigation
involving any Benefit Plan that would result in a Material Adverse Effect; (iii)
within  the last  five  years no Title IV Plan of any ERISA  Affiliate  has been
terminated,  other  than in a  "standard  termination"  as that  term is used in
Section  4041(b)(1) of ERISA,  nor has any Title IV Plan of any ERISA  Affiliate
(determined  at any time  within  the last five  years)  with  Unfunded  Pension
Liabilities  been  transferred  outside of the  "controlled  group"  (within the
meaning of Section  4001(a)(14) of ERISA) of any ERISA Affiliate  (determined at
such time), in each case that would result in a Material  Adverse  Effect;  (iv)
Stock of all ERISA  Affiliates  makes up, in the aggregate,  no more than 10% of
fair  market  value of the assets of any Benefit  Plan  measured on the basis of
fair market value as of the latest  valuation  date of any Benefit  Plan,


                                       60
<PAGE>

other than as cannot reasonably be expected to have,  either  individually or in
the aggregate,  a Material  Adverse Effect;  (v) no liability under any Title IV
Plan has been  satisfied  with the  purchase  of a  contract  from an  insurance
company  that  is not  rated  AA by the  Standard  &  Poor's  Corporation  or an
equivalent rating by another nationally recognized rating agency, other than, as
cannot reasonably be expected to have, either individually or in the aggregate a
Material Adverse Effect; (vi) no ERISA Event has occurred that,  individually or
in the aggregate,  could result in a Material Adverse Effect; and (vii) no ERISA
Event or event  described in Section  4062(e) of ERISA with respect to any Title
IV Plan has occurred or is  reasonably  expected to occur that could result in a
Material Adverse Effect. No ERISA Affiliate would have any Withdrawal  Liability
as a result of a complete  withdrawal  from any  Multiemployer  Plan on the date
this  representation  is made,  other than, as cannot  reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect.

      Section 4.14 Environmental Matters.  Except as set forth on Schedule 4.14,
as of the Closing Date (a) the operations of each Group Member are and have been
in compliance  with all  applicable  Environmental  Laws,  including  obtaining,
maintaining   and  complying  with  all  Permits   required  by  any  applicable
Environmental Law, other than any such non-compliances (including any failure to
obtain or  maintain,  or any  failure to comply  with all  permits  required  by
Environmental  Laws) that could not be reasonably expected to result in Material
Environmental Liabilities,  (b) no Group Member is party to and no real property
currently or, to the knowledge of any Group Member  previously,  owned,  leased,
subleased,  operated or otherwise occupied by or for any Group Member is subject
to or the  subject of any  pending  or, to the  knowledge  of any Group  Member,
threatened,  order,  action,  investigation,  suit,  proceeding,  audit,  claim,
demand,  dispute or notice of violation or potential liability under or pursuant
to any Environmental Law, except for any such investigation,  suit,  proceeding,
audit, claim, demand, dispute or notice of violation or potential liability that
could  not   reasonably   be  expected  to  result  in  Material   Environmental
Liabilities,  (c) No Group Member is subject to a Contractual Obligation arising
under or related to any  Environmental  Law that could reasonably be expected to
result  in  Material  Environmental  Liabilities,  (d) no Lien in  favor  of any
Governmental Authority securing, in whole or in part, Environmental  Liabilities
has attached to any  property of any Group  Member and, to the  knowledge of any
Group  Member,  no  facts,  circumstances  or  conditions  exist  that  could be
reasonably  expected to result in any such Lien  attaching to any such property,
(e) no Group  Member has  caused or  suffered  to occur a Release  of  Hazardous
Materials  at, to or from any real  property  of any Group  Member and each such
real property is free of  contamination by any Hazardous  Materials,  except for
any such  Release or  contamination  that could not be  reasonably  expected  to
result in Material Environmental Liabilities,  (f) no Group Member (i) is or has
been engaged in, or to the  knowledge of Borrower has  permitted  any current or
former  tenant  to  engage  in,  operations  that,  in the  aggregate,  could be
reasonably  expected to result in Material  Environmental  Liabilities,  or (ii)
knows of any  facts,  circumstances  or  conditions,  including  receipt  of any
information  request  or  notice of  potential  responsibility  under  CERCLA or
similar  Environmental  Laws,  that could be  reasonably  expected  to result in
Material Environmental  Liabilities and (g) each Group Member has made available
to the  Administrative  Agent  copies  of all  existing  environmental  reports,
reviews  and  audits  and  all  documents  pertaining  to  actual  or  potential
Environmental  Liabilities,  in each case to the extent such  reports,  reviews,
audits and documents are in their possession, custody or control.

      Section 4.15 Intellectual Property. (a) Each Group Member owns or licenses
or otherwise  has the right to use all  Intellectual  Property that is necessary
for the operations of its businesses.


                                       61
<PAGE>

            (b) The  conduct  and  operations  of the  businesses  of each Group
Member and the use of the Intellectual  Property in connection  therewith do not
infringe,  misappropriate,  or violate any  Intellectual  Property  right of any
other Person and no other Person has contested  any right,  title or interest of
any Group Member in, or relating  to, any  Intellectual  Property  owned by such
Group  Member,  other than,  in each case,  as cannot  reasonably be expected to
have,  either  individually or in the aggregate,  a Material Adverse Effect.  In
addition,  except as set forth on Schedule 4.15 (x) there are no pending (or, to
the  knowledge of any Group Member,  threatened)  actions,  suits,  proceedings,
audits,  claims,  demands,  orders or disputes  affecting  any Group Member with
respect  to and (y) no  judgment  or order  regarding  any such  claim  has been
rendered by any competent  Governmental  Authority,  no settlement  agreement or
similar  Contractual  Obligation has been entered into by any Group Member, with
respect to and (z) no Group  Member knows or has any reason to know of any valid
basis  for any  claim  based  on,  any such  infringement,  misappropriation  or
violation,  other than, in each case, as cannot  reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect.

            (c) On the Closing Date, all Material Intellectual Property owned by
the Group Members is in full force and effect,  has not been adjudged invalid or
unenforceable, in whole or in part, and to the Group Member's knowledge is valid
and enforceable and no Material Intellectual Property has been abandoned.

            (d) With  respect to each IP  License:  (A) such IP License is valid
and binding  and in full force and affect and  represents  the entire  agreement
between the  respective  parties  thereto  with  respect to the  subject  matter
thereof,  (B) the Group Members have not received any notice of  termination  or
cancellation under such IP License,  (C) no breach or default shall be caused by
the consummation of the transactions  contemplated by any Loan Document, and (D)
the Group Members, and to the Group Member's knowledge each other party thereto,
is not in material breach or default of any such IP License, other than, in each
case, as cannot  reasonably be expected to have,  either  individually or in the
aggregate, a Material Adverse Effect.

            (e) The  consummation of the  transactions  contemplated by any Loan
Document shall not adversely  affect or impair the ownership,  use,  validity or
enforceability  of, or any other  material  rights of the Group  Members in, any
Material Intellectual Property.

            (f)  Except as set forth on  Schedule  4.15,  to the Group  Member's
knowledge,  as of the  Closing  Date,  no  Person  has  been  or is  infringing,
misappropriating,  diluting,  or otherwise  violating any material  Intellectual
Property of the Group Members.

      Section  4.16 Title;  Real  Property.  (a) Each Group  Member has good and
marketable  fee  simple  title to all owned  real  property,  if any,  and valid
leasehold interests in all leased real property, and owns all personal property,
in each case that is  purported  to be owned or  leased by it,  including  those
reflected on the most recent Financial Statements delivered by the Borrower, and
none of such property is subject to any Lien except Permitted Liens.

            (b) Set forth on  Schedule  4.16 is, as of the Closing  Date,  (i) a
complete and accurate list of all real property owned in fee simple by any Group
Member or in which any Group Member owns a leasehold interest setting forth, for
each  such  real  property,   the  current  street  address  (including,   where
applicable,  county, state and other relevant  jurisdictions),  the record owner
thereof and,  where  applicable,  each lessee and  sublessee  thereof,  (ii) any
lease, sublease, license or sublicense of such real property by any Group Member
and (iii) each Contractual Obligation by any Group Member, whether contingent or
otherwise, to Sell such real property.


                                       62
<PAGE>

      Section 4.17 Bank and Security Accounts. Set forth on Schedule 4.17 is, as
of the  Closing  Date,  a  complete  and  accurate  list of all  bank,  deposit,
securities, commodities or other accounts maintained by any Loan Party, and such
Schedule  correctly  identifies the name,  address and telephone  number of each
depository,  the name in which the account is held, a description of the purpose
of the account, and the complete account number therefor.

      Section 4.18  Insurance.  Set forth on Schedule 4.18 is, as of the Closing
Date,  a complete  and  accurate  list of all  insurance  policies of any nature
maintained by each Loan Party, as well as a summary of the key business terms of
each such policy such as deductibles, coverage limits and term of policy.

      Section 4.19 Material Contracts.  Set forth on Schedule 4.19 is, as of the
Closing  Date, a complete and accurate  list of all Material  Contracts to which
any Loan Party is a party.

      Section 4.20 Anti Terrorism. (a) No Group Member (and, to the knowledge of
each Group Member, no joint venture or subsidiary  thereof) (i) is listed in the
annex to, or is  otherwise  subject to the  provisions  of,  the  Anti-Terrorism
Order, (ii) is owned or controlled by, or acting for or on behalf of, any person
listed in the annex  to, or is  otherwise  subject  to the  provisions  of,  the
Anti-Terrorism  Order,  (iii)  commits,  threatens  or  conspires  to  commit or
supports  "terrorism"  as defined in the  Executive  Order or (iv) is named as a
"specially  designated  national  and blocked  person" in the most  current list
published by the U.S. Treasury Department Office of Foreign Assets Control.

            (b) No Group Member (and, to the knowledge of each Group Member,  no
joint  venture or  Affiliate  thereof)  (i)  conducts any business or engages in
making or receiving any  contribution of funds,  goods or services to or for the
benefit of any person  described in clauses (a)(i) through  (a)(iv) above,  (ii)
deals in, or otherwise engages in any transactions  relating to, any property or
interests  in property  blocked  pursuant to the  Anti-Terrorism  Order or (iii)
engages in or conspires to engage in any transaction  that evades or avoids,  or
has the purpose of evading or  avoiding,  or  attempts  to  violate,  any of the
prohibitions set forth in any Anti-Terrorism Law.

      Section 4.21  Delivery of Material  Contracts and Related  Documents.  The
Borrower has delivered to Agents a complete  copy of each Material  Contract and
Related  Document,  and all documents,  instruments  and agreements  executed in
connection therewith  (including all exhibits,  schedules and disclosure letters
referred to therein or delivered  pursuant  thereto,  if any) and all amendments
thereto, waivers relating thereto and other side letters or agreements affecting
the terms  thereof.  None of such  documents and  agreements has been amended or
supplemented,  nor  have  any of the  provisions  thereof  been  waived,  except
pursuant to a written agreement or instrument that has heretofore been delivered
to  Administrative  Agent. As of the Closing Date, to the Borrower's  knowledge,
the  representations and warranties of Hands On set forth in the Hands On Merger
Agreement  and Verizon set forth in the Verizon TRS  Acquisition  Agreement  and
qualified as to materiality  are true and correct and those not so qualified are
true and correct in all  material  respects,  on and as of the  Closing  Date as
though  made at that time,  except to the extent that such  representations  and
warranties   expressly   relate  to  an   earlier   date  (in  which  case  such
representations and warranties qualified as to materiality are true and correct,
and those not so qualified are true and correct in all material respects, on and
as of such earlier date).

      Section 4.22 Brokers.  No Group Member has dealt with any broker,  finder,
commission agent or other Person in connection with any transactions  referenced
in or  contemplated  by  this  Agreement,  nor is any  Group  Member  under  any
obligation  to pay any


                                       63
<PAGE>

broker's fee or commission in connection with such  transactions,  except as set
forth on Schedule 4.22.

      Section  4.23  Full   Disclosure.   Except  with  respect  to  projections
(including the Initial Projections), the information prepared or furnished by or
on behalf of any Group Member in  connection  with any Loan  Document or Related
Document  (including  the  information  contained in any Financial  Statement or
Disclosure  Document prepared or reviewed by any Group Member or the Sponsor) or
the   consummation  of  any  Related   Transaction  or  any  other   transaction
contemplated  therein,  does not contain any untrue statement of a material fact
or omit to state a material  fact  necessary  to make the  statements  contained
therein,  in  light  of  the  circumstances  when  made,  not  misleading.   All
projections that are part of such information  (including those set forth in the
Initial  Projections) are based upon good faith estimates and stated assumptions
believed to be  reasonable  and fair as of the date made in light of  conditions
and facts then known and, as of such date,  reflect good faith,  reasonable  and
fair estimates of the  information  projected for the periods set forth therein;
provided,  however,  that the Administrative  Agent and the Lenders  acknowledge
that (i) any such projections  (including the Initial Projections)  furnished to
the  Administrative  Agent and the Lenders would be forward looking  information
which may be subject to significant  uncertainties and contingencies  beyond the
Loan Parties' control, (ii) no assurance would be given by the Loan Parties that
such  projections  will be realized and (iii) the actual results may differ from
projections and such differences might be material.  As of the Closing Date, all
facts  known  to any  Group  Member  and  material  to an  understanding  of the
financial condition,  business,  property or prospects of the Group Member taken
as one enterprise have been disclosed to the Lenders.

      Section 4.24  Regulatory  Matters.  (a) Each Group Member holds,  and upon
consummation  of the  Related  Transactions  will hold,  all  material  Permits,
waivers, orders, approvals, concessions,  registrations and other authorizations
issued or provided by, and all  contracts or  agreements  with,  the FCC,  state
public service or public utility commissions or similar Governmental Authorities
(each of the FCC and such public service commissions, public utility commissions
and  similar  Governmental  Authorities,  a  "Regulatory  Authority"),  that are
necessary  under all  Requirements  of Law for the ownership,  lease,  sublease,
operation,  occupation or conduct of each Group  Member's  respective  assets or
business,  as the case may be, (i) as currently conducted,  and (ii) as proposed
to be conducted upon  consummation of the Acquisition.  All Permits held by each
Group Member and issued by any Regulatory  Authority  excluding any  Contractual
Obligations  (collectively "Regulatory Permits") are listed on Schedule 4.24 (to
the extent held on the Closing Date) and are in full force and effect.

            (b) As of the Closing Date,  each Group Member is in compliance,  in
all material  respects,  with the terms of each  Regulatory  Permit held by such
Group Member.

            (c) As of the Closing Date, each Group Member has filed all material
reports  and  other  submissions  required  to  be  filed  with  the  Regulatory
Authorities, and has timely paid all fees required to be paid to the FCC and all
Regulatory Authorities by such Group Member.

            (d) Except as set forth on Schedule  4.24,  as of the Closing  Date,
there is not pending, nor to any Group Member's knowledge,  threatened,  against
any Group Member any application, action, petition, objection or other pleading,
or any proceeding  with any Regulatory  Authority that questions or contests the
validity  of,  or any  rights of the  holder  under,  or seeks the  non-renewal,
suspension, revocation, cancellation, or adverse modification of, any Regulatory
Permit held by any Group Member or alleges that any Group Member is in violation
of any Regulatory Permits or related applicable Requirements of Law.


                                       64
<PAGE>

      Section 4.25 Restricted Activities of Inactive  Subsidiaries.  No Inactive
Subsidiary  owns any property or assets other than as  permitted  under  Section
8.8(b),  and,  except  in  connection  with  the  dissolution  of  the  Inactive
Subsidiaries, no Inactive Subsidiary conducts any business activities other than
as permitted under Section 8.8(b).


                                   ARTICLE V

                               FINANCIAL COVENANTS

            The  Borrower  (and,  to the  extent  set  forth in any  other  Loan
Document,  each other Loan Party)  agrees with the Lenders,  the L/C Issuers and
the Administrative Agent to each of the following,  as long as any Obligation or
any Commitment remains outstanding:

      Section 5.1 Maximum  Consolidated  Leverage Ratio.  The Borrower shall not
have,  on the last day of each Fiscal  Quarter set forth below,  a  Consolidated
Leverage  Ratio  greater than the maximum  ratio set forth  opposite such Fiscal
Quarter:

 ------------------------------------------------------------------------------
                                                 MAXIMUM CONSOLIDATED
         FISCAL QUARTER ENDING                      LEVERAGE RATIO
 ------------------------------------------------------------------------------
           SEPTEMBER 30, 2008                          4.5 TO 1
 ------------------------------------------------------------------------------
           DECEMBER 31, 2008                           4.5 TO 1
 ------------------------------------------------------------------------------
             MARCH 31, 2009                           4.00 TO 1
 ------------------------------------------------------------------------------
             JUNE 30, 2009                            4.00 TO 1
 ------------------------------------------------------------------------------
           SEPTEMBER 30, 2009                         4.00 TO 1
 ------------------------------------------------------------------------------
           DECEMBER 31, 2009                          3.75 TO 1
 ------------------------------------------------------------------------------
             MARCH 31, 2010                           3.75 TO 1
 ------------------------------------------------------------------------------
             JUNE 30, 2010                            3.50 TO 1
 ------------------------------------------------------------------------------
           SEPTEMBER 30, 2010                         3.25 TO 1
 ------------------------------------------------------------------------------
   DECEMBER 31, 2010 AND EACH FISCAL                  3.00 TO 1
           QUARTER THEREAFTER
 ------------------------------------------------------------------------------

      Section 5.2 Capital  Expenditures.  No Group Member shall incur, or permit
to be incurred,  Capital  Expenditures in the aggregate  during each Fiscal Year
set forth below in excess of the maximum  amount set forth below for such Fiscal
Year:

 ------------------------------------------------------------------------------
                                                    MAXIMUM CAPITAL
           FISCAL YEAR ENDING                        EXPENDITURES
 ------------------------------------------------------------------------------
            Fiscal Year 2008                          $6,000,000
 ------------------------------------------------------------------------------
            Fiscal Year 2009                          $4,000,000
 ------------------------------------------------------------------------------
            Fiscal Year 2010                         EBITDA Amount
 ------------------------------------------------------------------------------
            Fiscal Year 2011                         EBITDA Amount
 ------------------------------------------------------------------------------
            Fiscal Year 2012                         EBITDA Amount
 ------------------------------------------------------------------------------
            Fiscal Year 2013                         EBITDA Amount
 ------------------------------------------------------------------------------


                                       65
<PAGE>

For  purposes of this  Section 5.2 (i)  Capital  Expenditures  shall not include
capitalized  labor costs, and (ii) the "EBITDA Amount" for any Fiscal Year shall
mean an amount equal to 20% of the Consolidated  EBITDA of the Borrower for such
Fiscal Year.

      Section 5.3 Minimum Net Revenue.  Borrower and it Subsidiaries  shall have
Consolidated  net  revenues  of not less  than (i)  $22,500,000  for the  Fiscal
Quarter ending March 31, 2008 and (ii) $23,000,000 for the Fiscal Quarter ending
June 30, 2008.

      Section 5.4 Verizon TRS Acquisition Agreement Earn-Out. The Borrower shall
reserve  on its  books,  until the  Earn-Out  (as  defined  in the  Verizon  TRS
Acquisition  Agreement) payable under the Verizon TRS Acquisition has been fully
paid (or it has been  determined that no payment is due  thereunder),  an amount
equal to the lesser of (i) the maximum  Earn-Out  reasonably  determined  by the
Borrower to be payable (but not yet paid) from time to time in  accordance  with
the  Verizon  TRS  Acquisition  Agreement,  and  (ii)(A) for the period from the
Closing  Date to the  date  which  is 50  days  thereafter,  $2,000,000  and (B)
thereafter,  $8,000,000. The Borrower shall not be permitted to pay the Earn-Out
or any part thereof if after  giving  effect to any such  payment,  any Event of
Default has occurred and is continuing.

      Section 5.5  Revolver  Availability.  Until the end of the Fiscal  Quarter
ending  on  September  30,  2008,  Borrower  shall at all  times  have  Revolver
Availability   (with  trade  payable  being  paid  currently  and  expenses  and
liabilities   being  paid  in  the  ordinary  course  of  business  and  without
acceleration  of  sales)  of at  least  $5,000,000.  Thereafter,  such  Revolver
Availability,  plus the amount of cash and unrestricted Cash Equivalents held in
Controlled  Deposit Accounts and Controlled  Securities  Accounts,  shall at all
times be at least $5,000,000.


                                   ARTICLE VI

                               REPORTING COVENANTS

            The  Borrower  (and,  to the  extent  set  forth in any  other  Loan
Document,  each other Loan Party)  agrees with the Lenders,  the L/C Issuers and
the Administrative Agent to each of the following,  as long as any Obligation or
any Commitment remains outstanding:

      Section 6.1 Financial Statements. The Borrower shall deliver to the Agents
each of the following:

            (a) Monthly Reports.  As soon as available,  and in any event within
30 days after the end of each  fiscal  month,  beginning  with the fiscal  month
ending  April 30, 2008  (excluding  any month ending on a date which is also the
last  day of a Fiscal  Quarter)  the  Consolidated  unaudited  balance  sheet of
Borrower  as of  the  close  of  such  fiscal  month  and  related  Consolidated
statements of income and cash flow for such fiscal month and that portion of the
Fiscal  Year  ending  as of the close of such  fiscal  month,  setting  forth in
comparative  form (i) beginning  with the fiscal month ending  January 31, 2009,
the figures for the corresponding  periods in the prior Fiscal Year and (ii) the
figures  contained  in the  latest  Projections,  in each  case  certified  by a
Responsible  Officer  of the  Borrower  as  fairly  presenting  in all  material
respects the  Consolidated  financial  position,  results of operations and cash
flow of Borrower as at the dates  indicated  and for the  periods  indicated  in
accordance  with GAAP (subject to the absence of footnote  disclosure and normal
year-end and quarter-end audit adjustments).  In addition, for the months ending
January 31, 2008,  February 29, 2008 and March 31, 2008,  Borrower shall deliver


                                       66
<PAGE>

to the Agents a monthly profit and loss statement and a cash and working capital
statement prepared by management of the Borrower.

            (b) Quarterly Reports. As soon as available, and in any event within
45 days after the end of each Fiscal Quarter, the Consolidated unaudited balance
sheet  of  Borrower  as  of  the  close  of  such  Fiscal  Quarter  and  related
Consolidated statements of income and cash flow for such Fiscal Quarter and that
portion  of the  Fiscal  Year  ending  as of the close of such  Fiscal  Quarter,
setting forth in comparative form the figures for the  corresponding  periods in
the prior Fiscal Year and the figures  contained in the latest  Projections,  in
each  case  certified  by a  Responsible  Officer  of  the  Borrower  as  fairly
presenting in all material respects the Consolidated financial position, results
of  operations  and cash flow of Borrower as at the dates  indicated and for the
periods  indicated in  accordance  with GAAP (subject to the absence of footnote
disclosure and normal year-end audit adjustments).

            (c) Annual Reports. As soon as available, and in any event within 90
days  after the end of each  Fiscal  Year,  the  Consolidated  balance  sheet of
Borrower  as of the end of such  year and  related  Consolidated  statements  of
income,  stockholders'  equity and cash flow for such Fiscal Year, each prepared
in accordance  with GAAP,  together with a  certification  by the Group Members'
Accountants that (i) such  Consolidated  Financial  Statements fairly present in
all material respects the Consolidated financial position, results of operations
and  cash  flow of  Borrower  as at the  dates  indicated  and  for the  periods
indicated therein in accordance with GAAP without  qualification as to the scope
of the audit or as to going concern and without any other similar  qualification
and (ii) in the  course  of the  regular  audit of the  businesses  of the Group
Members,  which audit was  conducted  in  accordance  with the  standards of the
United  States'  Public  Company  Accounting  Oversight  Board (or any successor
entity),  such Group  Members'  Accountants  have  obtained no knowledge  that a
Default or Event of Default in respect of any  financial  covenant  contained in
Article V is continuing or, if in the opinion of the Group Members'  Accountants
such a Default or Event of Default is  continuing,  a statement as to the nature
thereof (it being  understood  that the Borrower shall not be required to obtain
such  certification  in this subsection (ii) to the extent it cannot obtain such
certification  after  using  commercially  reasonable  efforts  to  obtain  such
certification).  The  Borrower  shall  deliver  copies of all  material  reports
(including,  to the extent  Borrower is not prohibited by law from doing so, any
management  letters)  sent to the Loan  Parties by their  independent  certified
public accountants promptly upon receipt thereof.

            (d)  Compliance  Certificate.  Together  with each  delivery  of any
Financial  Statement  pursuant  to clause  (b) or (c)  above,  (x) a  Compliance
Certificate  duly executed by a Responsible  Officer of the Borrower that, among
other  things,   (i)  shows  in  reasonable  detail  the  calculations  used  in
determining Excess Cash Flow, if delivered together with any Financial Statement
pursuant to clause (c) above, (ii)  demonstrates  compliance with each financial
covenant  contained in Article V tested for the relevant current period at least
on a  quarterly  basis,  (iii)  states  that no  Default  or Event of Default is
continuing as of the date of delivery of such  Compliance  Certificate  or, if a
Default or Event of Default is  continuing,  states the nature  thereof  and the
action  that the  Borrower  proposes  to take  with  respect  thereto,  and (iv)
describes in reasonable  detail any material  adverse change in the relationship
between the  Borrower and any of its  material  suppliers  or customers  and (y)
underlying  financial  information  for the  period  covered  by such  Financial
Statements for the Group Members'  business units and segments in form and scope
mutually agreed upon by the Agents and Borrower.

            (e) Corporate  Chart and Other  Collateral  Updates.  As part of the
Compliance  Certificate delivered pursuant to clause (d) above, each in form and
substance


                                       67
<PAGE>

satisfactory  to the  Agents,  a  certificate  by a  Responsible  Officer of the
Borrower that (i) the Corporate  Chart  attached  thereto (or the last Corporate
Chart  delivered  pursuant to this clause (e)) is correct and complete as of the
date of such  Compliance  Certificate,  (ii) the Loan Parties have delivered all
documents  (including  updated  schedules  as to  locations  of  Collateral  and
acquisition  of  Intellectual  Property or real  property)  they are required to
deliver  pursuant  to any Loan  Document  on or prior to the date of delivery of
such  Compliance  Certificate  and  (iii)  complete  and  correct  copies of all
documents modifying any term of any Constituent  Document of any Group Member or
any  Subsidiary or joint venture  thereof on or prior to the date of delivery of
such Compliance Certificate have been delivered to the Agents or are attached to
such certificate.

            (f)  Additional  Projections.  As soon as available and in any event
not later than the earlier of (x) 60 days after the end of each Fiscal Year (but
not including the Fiscal Year ending  December 31, 2007),  and (y) 15 days after
approval thereof by the Borrower's  board of directors,  (i) the annual business
plan of the Group Members for the Fiscal Year next  succeeding  such Fiscal Year
and (ii)  forecasts  prepared by  management of the Borrower (A) for each fiscal
month in such next  succeeding  Fiscal  Year and (B) for each  other  succeeding
Fiscal Year through the Fiscal Year  containing the Scheduled Term Loan Maturity
Date,  in  each  case  including  in such  forecasts  (x) a  projected  year-end
Consolidated  balance sheet, income statement and statement of cash flows, (y) a
statement of all of the material  assumptions  on which such forecasts are based
and (z) substantially  the same type of financial  information as that contained
in the Initial  Projections.  For the avoidance of doubt,  none of the foregoing
shall be required to be approved by the Borrower's  board of directors  prior to
the delivery thereof.

            (g) Qualitative and  Quantitative  Presentation.  Together with each
delivery of any  Financial  Statement  pursuant  to clauses (b) or (c) above,  a
qualitative and quantitative presentation of the financial condition and results
of  operations  of the Group  Members  for the  portion of the Fiscal  Year then
elapsed  and  discussing  the reasons for any  significant  variations  from the
Projections for such period and the figures for the corresponding  period in the
previous Fiscal Year.

            (h) Intercompany  Loan Balances.  Together with each delivery of any
Compliance   Certificate  pursuant  to  clause  (d)  above,  a  summary  of  the
outstanding balances of all intercompany  Indebtedness as of the last day of the
Fiscal Quarter  covered by such Financial  Statement,  certified as complete and
correct by a  Responsible  Officer  of the  Borrower  as part of the  Compliance
Certificate delivered in connection with such Financial Statements.

            (i) Audit  Reports,  Management  Letters,  Etc.  Together  with each
delivery of any  Financial  Statement for any Fiscal Year pursuant to clause (c)
above and to the extent  Borrower is not prohibited by law from doing so, copies
of each management letter,  audit report or similar letter or report received by
any Group Member from any independent  registered  certified  public  accountant
(including the Group  Members'  Accountants)  in connection  with such Financial
Statements  or any audit  thereof,  each  certified  to be complete  and correct
copies  by a  Responsible  Officer  of the  Borrower  as part of the  Compliance
Certificate delivered in connection with such Financial Statements.

            (j)  Insurance.   Together  with  each  delivery  of  any  Financial
Statement  for any Fiscal Year  pursuant  to clause (c) above,  each in form and
substance  reasonably  satisfactory  to the Agents and certified as complete and
correct by a  Responsible  Officer  of the  Borrower  as part of the  Compliance
Certificate delivered in connection with such Financial Statements, a summary of
all material insurance coverage maintained as of the date thereof by any Group


                                       68
<PAGE>

Member, together with such other related documents and information as the Agents
may reasonably require.

            (k) Information and Reports Related to Subordinated  Debt.  Promptly
following the delivery thereof to the holders of the  Subordinated  Debt, a copy
of all information and reports related to the Group Members sent by the Borrower
to the holders of the Subordinated Debt.

            (l) Correspondence  with holders of the Second Lien Loans.  Promptly
following  the  delivery  thereof  to the  lenders  under the  Second  Lien Loan
Documents,  a copy of all  information  and reports related to the Group Members
sent by the Borrower to the lenders under the Second Lien Loan Documents.

            (m) Other Events.  The Borrower shall give the Agents notice of each
of the  following  (which may be made by  telephone  if  promptly  confirmed  in
writing)  promptly  after any  Responsible  Officer of the Borrower knows or has
reason to know of it:  (a)(i) any  Default or Event of  Default  (including  any
default or event of default under the Second Lien Loan  Documents)  and (ii) any
event  or  condition  that  would   reasonably  be  expected  to  have,   either
individually or in the aggregate, a Material Adverse Effect, specifying, in each
case, the nature and  anticipated  effect thereof and any action  proposed to be
taken in  connection  therewith,  (b) any event (other than any event  involving
loss or damage to property) reasonably expected to result in a mandatory payment
of the  Obligations  pursuant to Section  2.8,  stating the  material  terms and
conditions of such transaction and estimating the Net Cash Proceeds thereof, (c)
the commencement of, or any material developments in, any action, investigation,
suit, proceeding,  audit, claim, demand, order or dispute with, by or before any
Governmental  Authority  affecting any Group Member or any property of any Group
Member  that (i) seeks  injunctive  or similar  relief,  (ii) in the  reasonable
judgment of the  Borrower  exposes any Group Member to liability in an aggregate
amount in excess of $300,000 or (iii) if adversely  determined  could reasonably
be expected to have, either individually or in the aggregate, a Material Adverse
Effect,  (d) the acquisition of any real property,  and (e) the  commencement of
any investigation,  suit,  proceeding,  audit, claim,  demand,  order or dispute
with, by or before any  Governmental  Authority  affecting any Group Member that
could   reasonably  be  expected  to  result  in  the  suspension,   revocation,
restriction,  amendment or nonrenewal of any material  Regulatory  Permit of any
Group Member.

      Section  6.2  Copies of Notices  and  Reports.  To the extent not  already
provided to the Agents pursuant  hereto,  the Borrower shall promptly deliver to
the  Agents  copies of each of the  following:  (a) all  material  reports  that
Borrower transmits to its security holders generally, (b) all material documents
that any Group Member files with the Securities  and Exchange  Commission or any
securities exchange or any Governmental  Authority exercising similar functions,
(c) all  material  press  releases  not made  available  directly to the general
public,  and (d) any materially  adverse notices that any Loan Party executes or
receives in connection with any Material Contract.

      Section 6.3 Taxes. The Borrower shall give the Agents notice (which may be
made by  telephone  if promptly  confirmed  in  writing) of the  creation of any
Contractual  Obligation  of any Tax  Affiliate,  or the  receipt of any  request
directed to any Tax Affiliate,  to make any  adjustment  under Section 481(a) of
the Code, by reason of a change in accounting  method or otherwise,  which could
reasonably  be expected to have,  either  individually  or in the  aggregate,  a
Material  Adverse  Effect  promptly after any  Responsible  Officer of any Group
Member knows or has reason to know of it.


                                       69
<PAGE>

      Section 6.4 Labor  Matters.  The Borrower  shall give the Agents notice of
each of the following  (which may be made by telephone if promptly  confirmed in
writing),  promptly after, and in any event within 30 days after any Responsible
Officer of any Group Member obtains  knowledge of: (a) the  commencement  of any
material  labor  dispute  to which  any Group  Member is or may  become a party,
including  any  strikes,  lockouts  or other  disputes  relating  to any of such
Person's plants and other  facilities and (b) the incurrence by any Group Member
of any Worker  Adjustment and Retraining  Notification Act or related or similar
liability incurred with respect to the closing of any plant or other facility of
any such Person  (other than,  in the case of this clause (b),  those that could
not reasonably be expected to have, either  individually or in the aggregate,  a
Material Adverse Effect).

      Section 6.5 ERISA  Matters.  The Borrower  shall give the Agents (a) on or
prior to any filing by any ERISA  Affiliate of any notice of intent to terminate
any Title IV Plan that would result in a Material Adverse Effect, a copy of such
notice and (b) promptly,  and in any event within 10 days, after any Responsible
Officer of any ERISA  Affiliate  knows or has reason to know  thereof that (i) a
request  for a minimum  funding  waiver  under  Section 412 of the Code has been
filed with respect to any Title IV Plan or Multiemployer  Plan that would result
in a Material  Adverse Effect or a Lien under ERISA or Code Sections 412 or 430,
a notice  (which may be made by  telephone  if  promptly  confirmed  in writing)
describing such waiver request and any action that any ERISA Affiliate  proposes
to take with respect thereto,  together with a copy of any notice filed with the
PBGC or the IRS pertaining thereto, or (ii) any ERISA Event that would result in
a Material  Adverse  Effect or a Lien under ERISA or Code  Sections  412 or 430,
together with a statement of the  Responsible  Officer setting forth the details
of such ERISA Event or Lien and the action which the ERISA Affiliates propose to
take with respect thereto.

      Section 6.6  Environmental  Matters.  (a) The Borrower  shall  provide the
Agents  notice  of each of the  following  (which  may be made by  telephone  if
promptly  confirmed in writing)  promptly after any  Responsible  Officer of any
Group Member obtains  knowledge of (and, upon reasonable  request of the Agents,
documents and information in connection therewith): (i)(A) Releases of Hazardous
Materials in violation of, or in a manner that could give rise to  Environmental
Liability or to an investigatory,  corrective or remedial  obligation under, any
Environmental  Laws with respect to any Group Member or any of its facilities or
operations,  (B) the receipt by any Group  Member of any notice of  violation or
potential  liability or similar notice under,  or the existence of any condition
that could  reasonably  be expected to result in a  violation  of, or  liability
under,  any  Environmental  Law with  respect to any Group  Member or any of its
facilities or operations, or (C) the commencement of, or any material change to,
any action,  investigation,  suit,  proceeding,  audit, claim,  demand,  dispute
alleging a violation of, or liability under, any  Environmental Law with respect
to any Group Members or any of their facilities or operations, that, for each of
clauses  (A),  (B) and (C) above (and,  in the case of clause (C), if  adversely
determined), in the aggregate for each such clause, could reasonably be expected
to result in Material Environmental  Liabilities,  (ii) the receipt by any Group
Member of  notification  that any property of any Group Member is subject to any
Lien in  favor  of any  Governmental  Authority  securing,  in whole or in part,
Environmental  Liabilities  and (iii) any proposed  acquisition or lease of real
property  (except as part of any Permitted  Acquisition) if such  acquisition or
lease would have a reasonable likelihood of resulting in Material  Environmental
Liabilities.

            (b) Upon  reasonable  written  request of the Agents,  the  Borrower
shall provide the Agents with a report  containing an update as to the status of
the investigation,  corrective action, remediation or other matters with respect
to any (i) material  non-compliance  with  Environmental  Laws identified in any
document  delivered to any Secured  Party  pursuant to


                                       70
<PAGE>

any Loan  Document or (ii)  adverse  environmental,  health or safety  condition
concerning any Group Member or any of its  facilities or operations,  where such
condition   is   reasonably   expected  to  result  in  Material   Environmental
Liabilities.

      Section 6.7 Other Information.  The Borrower shall provide the Agents with
such other  documents and  information  with respect to the business,  property,
condition  (financial or  otherwise),  legal,  financial or corporate or similar
affairs or  operations  of any Group Member as the Agents or any Lender  through
the Administrative Agent may from time to time reasonably request.

      Section 6.8 Delivery of Information to Lenders. The Borrower shall provide
to each Lender copies of all documents and information delivered by the Borrower
to the Agents  pursuant to this Article VI upon  delivery of such  documents and
information to the Agents.


                                  ARTICLE VII

                              AFFIRMATIVE COVENANTS

            The  Borrower  (and,  to the  extent  set  forth in any  other  Loan
Document,  each other Loan Party)  agrees with the Lenders,  the L/C Issuers and
the Agents to each of the following, as long as any Obligation or any Commitment
remains outstanding:

      Section 7.1  Maintenance of Corporate  Existence.  Each Group Member shall
preserve  and  maintain  its  legal  existence,  except in the  consummation  of
transactions expressly permitted by Sections 8.4 and 8.7.

      Section 7.2 Compliance with Laws, Etc. Each Group Member shall comply with
all applicable  Requirements of Law, Contractual Obligations and Permits, except
for such  failures  to comply  that would  not,  either  individually  or in the
aggregate, have a Material Adverse Effect.

      Section  7.3  Payment  of  Obligations.  Each  Group  Member  shall pay or
discharge  before  they  become  past due (a) all  claims,  taxes,  assessments,
charges  and levies  imposed  by any  Governmental  Authority  and (b) all other
lawful claims that if unpaid would, by the operation of applicable  Requirements
of Law,  become a Lien upon any property of any Group  Member,  except,  in each
case, for (A) those whose amount or validity is being contested in good faith by
proper  proceedings  diligently  conducted and for which  adequate  reserves are
maintained on the books of the appropriate  Group Member in accordance with GAAP
and (B) those which are less than $500,000 in the aggregate.

      Section 7.4  Maintenance  of Property and Rights.  Each Group Member shall
maintain and preserve (a) in good working order and condition (ordinary wear and
tear and casualty and  obsolescence  excepted) all of its property  necessary in
the conduct of its business and (b) all rights (charter and statutory), permits,
licenses,  approvals and privileges  (including all Permits and registrations in
respect of its  trademarks,  trade names and service marks)  necessary,  used or
useful  in the  conduct  of its  business  (whether  for the  ownership,  lease,
sublease or other  operation or occupation of property or otherwise),  and shall
make all necessary or appropriate  filings with,  and give all required  notices
to,  Government  Authorities,  except for such failures to maintain and preserve
the  items  set  forth in  clauses  (a) and (b) above  that  would  not,  either
individually or in the aggregate,  have a Material  Adverse  Effect.  Each Group
Member shall perform of all obligations under any Contractual Obligation to such
Loan  Party or any of its  Subsidiaries  is bound,  or to which it or any of its
properties is subject, including the Related


                                       71
<PAGE>

Documents,   except  where  the  failure  to  perform  would  not  have,  either
individually or in the aggregate, a Material Adverse Effect.

      Section 7.5 Maintenance of Insurance. Each Group Member shall (a) maintain
or cause to be  maintained in full force and effect all policies of insurance of
any kind with  respect  to the  property  and  businesses  of the Group  Members
(including policies of life, fire, theft,  product liability,  public liability,
property  damage,  other casualty,  employee  fidelity,  workers'  compensation,
business   interruption   and  employee  health  and  welfare   insurance)  with
financially  sound and reputable  insurance  companies or associations  (in each
case that are not  Affiliates of the  Borrower) of a nature and  providing  such
coverage as is  sufficient  and as is  customarily  carried by businesses of the
size and  character of the business of the Group  Members and (b) cause all such
insurance  relating  to any  property  or business of any Loan Party to name the
Administrative  Agent on behalf of the Secured Parties as additional  insured or
loss payee, as appropriate (except in the case of director and officer liability
policies,  workers compensation policies, kidnap and ransom policies,  terrorism
or similar policies), and to provide that no cancellation,  material addition in
amount or material  change in coverage  shall be effective  until after 30 days'
notice thereof to the Administrative Agent.

      Section 7.6 Keeping of Books. The Group Members shall keep proper books of
record and account,  in which full,  true and correct  entries  shall be made in
accordance  with  GAAP  and  all  other  applicable  Requirements  of Law of all
financial transactions and the assets and business of each Group Member.

      Section 7.7 Access to Books and  Property.  Each Group Member shall permit
each Agents (and any Lender to the extent accompanying an Agent) and any Related
Person of any of them, as often as reasonably requested (but, unless an Event of
Default has occurred and is continuing,  no more than once per Fiscal  Quarter),
at any reasonable time during normal business hours and with reasonable  advance
notice  (except that,  during the  continuance  of an Event of Default,  no such
notice  shall be required  to (a) visit and  inspect the  property of each Group
Member and examine and make copies of and abstracts  from,  the  corporate  (and
similar), financial, operating and other books and records of each Group Member,
(b) discuss the  affairs,  finances  and  accounts of each Group Member with any
officer or director of any Group Member and (c)  communicate  directly  with any
registered   certified   public   accountants   (including  the  Group  Members'
Accountants) of any Group Member, so long as the Borrower is provided reasonable
advance notice and the opportunity to participate in such  discussions.  Subject
to clause  (c)  above,  each  Group  Member  shall  authorize  their  respective
registered   certified   public   accountants   (including  the  Group  Members'
Accountants)  to communicate  directly with the Agents and their Related Persons
and to disclose to the Agents and their Related Persons all financial statements
and other documents and information as they might have and the Agents reasonably
request with respect to any Group Member. Notwithstanding the foregoing, so long
as no Event of Default shall have occurred and be  continuing,  (i) the Borrower
shall not be obligated to pay the fees, costs and expenses for more than one (1)
such visit or  inspection  of the Loan  Parties  conducted  during each 12 month
period  during  the term of this  Agreement  and (ii)  Agents  shall  notify the
Borrower prior to  communicating  with any such  independent  accountants  and a
Responsible  Officer  shall have the right to be  present  at such  discussions.
Without in any way limiting the foregoing,  each Group Member, at the request of
each Agent or the Required  Lenders,  will  participate and cause key management
personnel of such Group Member to  participate  in a meeting with the Agents and
the Lenders at least once during each Fiscal Year.

      Section 7.8  Environmental.  Each Group  Member  shall  comply  with,  and
maintain  its real  property,  whether  owned,  leased,  subleased  or otherwise
operated or occupied,  in compliance


                                       72
<PAGE>

with, all applicable  Environmental Laws (including by implementing any Remedial
Action necessary to achieve such compliance or that is required by lawful orders
and directives of any  Governmental  Authority)  except for any such failures to
comply that would not reasonably be expected to have a Material  Adverse Effect.
Without  limiting the foregoing,  if an Event of Default is continuing or if the
Agents  at any  time  have a  reasonable  basis  to  believe  that  there  exist
violations  of  Environmental  Laws by any Group  Member or that there exist any
Environmental Liabilities, in each case, that would have, either individually or
in the  aggregate,  a Material  Adverse  Effect,  then each Group Member  shall,
promptly  upon receipt of prior  written  request from either  Agent,  cause the
performance  of, and allow either Agent and its Related  Persons  access to such
real  property  for the purpose of  conducting,  such  environmental  audits and
assessments,  including  subsurface sampling of soil and groundwater,  and cause
the  preparation  of such reports,  in each case as Agents may from time to time
reasonably  request.  Such audits,  assessments  and reports,  to the extent not
conducted by the Agents or any of their Related Persons,  shall be conducted and
prepared by reputable  environmental  consulting firms reasonably  acceptable to
the  Agents  and shall be in form and  substance  reasonably  acceptable  to the
Agents.

      Section 7.9 Use of  Proceeds.  The  proceeds of the Loans shall be used by
the Borrower (and, to the extent distributed to them by the Borrower, each other
Group Member)  solely (a) to  consummate  the Related  Transactions  and for the
payment of related transaction costs, fees and expenses,  (b) for the payment of
transaction  costs,  fees and  expenses  incurred  in  connection  with the Loan
Documents and the transactions  contemplated therein and (c) for working capital
and other general corporate purposes, including Permitted Acquisitions.

      Section  7.10  Additional  Collateral  and  Guaranties.  To the extent not
delivered to the Agents on or before the Closing Date  (including  in respect of
after-acquired  property and Persons that become  Subsidiaries of any Loan Party
after the Closing  Date),  each Group  Member  shall,  promptly,  do each of the
following, unless otherwise agreed by the Agents:

            (a)  deliver to the Agents  such  modifications  to the terms of the
Loan Documents (or, to the extent  applicable as determined by the Agents,  such
other documents),  in each case in form and substance reasonably satisfactory to
the Agents and as the Agents deem  necessary or advisable in order to ensure the
following:

                  (i) (A) each  Subsidiary  of any Loan Party  that has  entered
      into Guaranty Obligations with respect to any Indebtedness of the Borrower
      and (B) each Wholly Owned Subsidiary of any Loan Party shall guaranty,  as
      primary  obligor and not as surety,  the payment of the Obligations of the
      Borrower; and

                  (ii) each Loan Party  (including any Person required to become
      a Guarantor  pursuant to clause (i) above) shall  effectively grant to the
      Collateral  Agent,  for the  benefit of the Secured  Parties,  a valid and
      enforceable  security interest in all of its property (other than Excluded
      Property  under and as defined in the Guaranty  and  Security  Agreement),
      including  all of the  Stock and Stock  Equivalents  and other  Securities
      owned by such Loan Party,  as security  for the  Obligations  of such Loan
      Party;

provided,  however, that, unless the Borrower and the Agents otherwise agree, in
no event shall (x) any Excluded  Foreign  Subsidiary be required to guaranty the
payment of any Obligation,  (y) the Loan Parties,  individually or collectively,
be required to pledge in excess of 66% of the  outstanding  Voting  Stock of any
Excluded Foreign Subsidiary or (z) a security interest be required to be granted
on any  property  of  any  Excluded  Foreign  Subsidiary  as  security  for  any
Obligation;


                                       73
<PAGE>

            (b)  deliver  to the Agents all  documents  representing  all Stock,
Stock  Equivalents,  other  Securities,  chattel paper and  instruments  pledged
pursuant to the documents delivered pursuant to clause (a) above,  together with
undated powers or endorsements duly executed in blank;

            (c) upon request of the Agents, deliver to it a Mortgage on any real
property  owned  by any  Loan  Party,  together  with  all  Mortgage  Supporting
Documents  relating  thereto  (or,  if  such  real  property  is  located  in  a
jurisdiction outside the United States,  similar documents deemed appropriate by
the Agents to obtain the  equivalent in such  jurisdiction  of a  first-priority
mortgage on such real property);

            (d) to take all other  actions  necessary or advisable to ensure the
validity or continuing  validity of any guaranty for any  Obligation or any Lien
securing  any  Obligation,  to perfect,  maintain,  evidence or enforce any Lien
securing any  Obligation  or to ensure such Liens have the same priority as that
of the Liens on similar  Collateral set forth in the Loan Documents  executed on
the Closing  Date (or,  for  Collateral  located  outside the United  States,  a
similar  priority  acceptable  to  the  Agents),  including  the  filing  of UCC
financing  statements  in such  jurisdictions  as may be  required  by the  Loan
Documents  or  applicable  Requirements  of Law or as the Agents  may  otherwise
reasonably request;

            (e) use commercially  reasonable  efforts to deliver to the Agents a
landlord's  agreement or bailee letter,  as applicable,  from the lessor of each
leased property or bailee with respect to any warehouse,  processor or converter
facility or other  location  where  Collateral is stored or located  (subject to
Section 7.15 and excluding each location where  Collateral  with a value of less
than $200,000 is located),  unless otherwise  consented to by the Agents,  which
agreement  or letter  shall  contain a waiver or  subordination  of all Liens or
claims that the  landlord or bailee may assert  against the  Collateral  at that
location,  and shall otherwise be reasonably  satisfactory in form and substance
to  Agents;  provided  that the Group  Members  shall  deliver  to the  Agents a
landlord's  agreement  from the  lessor of the leased  property  where the Group
Members' books and records are located which agreement shall contain a waiver or
subordination  of all Liens or claims that the landlord  may assert  against the
Collateral at that location,  and shall otherwise be reasonably  satisfactory in
form and substance to Agents; and

            (f) deliver to the Agents and the Lenders legal opinions relating to
the  matters  described  in  this  Section  7.10,  which  opinions  shall  be as
reasonably  required by, and in form and substance  and from counsel  reasonably
satisfactory to, the Agents.

      Section 7.11 Deposit  Accounts;  Securities  Accounts and Cash  Collateral
Accounts.  (a) Each Loan  Party  shall (i)  deposit  all of its cash in  deposit
accounts that are Controlled  Deposit  Accounts,  provided,  however,  that each
Group  Member may  maintain  zero-balance  accounts  for the purpose of managing
local  disbursements  and may maintain  accounts  for: (A) payroll,  (B) payroll
taxes, (C) other employee wage and benefit payments for the benefit of the Group
Members'  salaried  employees,  and (D)  withholding  taxes and other  fiduciary
accounts,  (ii) deposit all of its Cash Equivalents in securities  accounts that
are  Controlled  Securities  Accounts,  in each  case  except  for cash and Cash
Equivalents the aggregate value of which does not exceed at any time $10,000 for
any one account and $50,000 in the aggregate.

            (b) The Agents  shall not have any  responsibility  for, or bear any
risk of loss of, any  investment  or income of any funds in any Cash  Collateral
Account.  From time to time after  funds are  deposited  in any Cash  Collateral
Account, the Agents may apply funds then held in such Cash Collateral Account to
the payment of Obligations in accordance  with Section 2.12.


                                       74
<PAGE>

No Group Member and no Person  claiming on behalf of or through any Group Member
shall have any right to demand payment of any funds held in any Cash  Collateral
Account at any time prior to the  termination of all Commitments and the payment
in full of all Obligations and, in the case of L/C Cash Collateral Accounts, the
termination of all outstanding Letters of Credit.

      Section 7.12  Interest  Rate  Contracts.  Unless  otherwise  agreed by the
Agents,  the Borrower shall use commercially  reasonable efforts to have entered
into within 90 days of the Closing Date, and thereafter maintain,  Interest Rate
Contracts  on  terms  and with  counterparties  reasonably  satisfactory  to the
Agents, to provide protection  against  fluctuation of interest rates for a term
of not less than 3 years and for a  notional  amount up to 50% of the  aggregate
principal amount of the Term Loan.

      Section 7.13 Payment of Taxes.  Each Tax Affiliate shall properly  prepare
and file all material tax returns and shall timely pay and  discharge  (or cause
to be paid and discharged) all material taxes,  assessments and governmental and
other charges or levies  imposed upon it or upon its income or profits,  or upon
property belonging to it; provided that such Tax Affiliate shall not be required
to pay any such tax, assessment,  charge or levy that is being contested in good
faith by appropriate  proceedings and for which the affected Tax Affiliate shall
have  set  aside  on  its  books  adequate  reserves  with  respect  thereto  in
conformance with GAAP.

      Section  7.14  ERISA.  Each  Group  Member  shall  comply in all  material
respects with the  applicable  provisions  of ERISA and the Code,  except to the
extent such  failure to comply,  individually  and in the  aggregate,  could not
reasonably be expected to have a Material Adverse Effect.

      Section 7.15 Post-Closing  Matters.  The Borrower shall deliver to Agents,
in form and substance reasonably satisfactory to Agents, the items (or undertake
the efforts)  described on Schedule 7.15 on or before the dates  specified  with
respect  to such items and  efforts  or such later  dates as may be agreed to by
Agents, in their sole discretion.


                                  ARTICLE VIII

                               NEGATIVE COVENANTS

            The  Borrower  (and,  to the  extent  set  forth in any  other  Loan
Document,  each other Loan Party)  agrees with the Lenders,  the L/C Issuers and
the Agents to each of the following, as long as any Obligation or any Commitment
remains outstanding:

      Section 8.1 Indebtedness.  No Group Member shall,  directly or indirectly,
incur or  otherwise  remain  liable  with  respect to or  responsible  for,  any
Indebtedness except for the following:

            (a) the Obligations;

            (b)  Indebtedness  existing  on the  date  hereof  and set  forth on
Schedule  8.1,  together  with any  Permitted  Refinancing  of any  Indebtedness
permitted hereunder in reliance upon this clause (b);


                                       75
<PAGE>

            (c) Indebtedness  consisting of Capitalized Lease Obligations (other
than  with  respect  to a lease  entered  into as part of a Sale  and  Leaseback
Transaction) and purchase money Indebtedness, in each case incurred by any Group
Member to finance the acquisition,  repair, improvement or construction of fixed
or capital assets of such Group Member,  together with any Permitted Refinancing
of any  Indebtedness  permitted  hereunder  in  reliance  upon this  clause (c);
provided, however, that (i) if the aggregate outstanding principal amount of all
such Indebtedness exceeds $500,000 at the time of incurrence of any Indebtedness
under this Section 8.1(c),  then on the date of such incurrence (A) the Borrower
would have been in compliance with the financial  covenants set forth in Article
V on a Pro Forma Basis as of the last day of the last  Fiscal  Quarter for which
Financial  Statements have been delivered  hereunder (after giving effect to the
incurrence of any  Indebtedness  under this Section 8.1(c) as if incurred on the
first day of such period),  and (B) the Borrower shall  reasonably  project that
the Borrower and its  Subsidiaries  shall continue to be in compliance  with the
financial covenants set forth in Article V for the twelve-month period after the
incurrence  of  such  Indebtedness,  and  (ii)  the  principal  amount  of  such
Indebtedness  does not exceed the lower of the cost or fair market  value of the
property  so  acquired  or built or of such  repairs or  improvements  financed,
whether  directly or through a  Permitted  Refinancing,  with such  Indebtedness
(each measured at the time such acquisition, repair, improvement or construction
is made);

            (d)  intercompany  loans owing to any Group Member and  constituting
Permitted Investments of such Group Member;

            (e) (i)  obligations  under Interest Rate Contracts  entered into to
comply with Section 7.12 and (ii)  obligations  under other  Hedging  Agreements
entered into for the sole  purpose of hedging in the normal  course of business,
for non-speculative purposes and consistent with industry practices;

            (f)  Guaranty  Obligations  of (i) any Loan  Party  with  respect to
Indebtedness  permitted  hereunder  of any Loan Party and (ii) any Group  Member
that is not a Loan Party with respect to Indebtedness permitted hereunder of any
Loan Party or any other Group Member that is not a Loan Party;

            (g)  Indebtedness  under  the  Second  Lien  Loan  Documents  in  an
aggregate outstanding principal amount not to exceed $30,000,000 at any time and
any  Permitted   Refinancing   thereof  to  the  extent   permitted   under  the
Intercreditor Agreement;

            (h)  any  unsecured  Indebtedness  of any  Group  Member;  provided,
however,  that the aggregate  outstanding principal amount of all such unsecured
Indebtedness shall not exceed $500,000 at any time;

            (i) in each  case to the  extent  (if  any)  that  such  obligations
constitute Indebtedness and provided that such obligation arises in the ordinary
course of business and not in connection  with the  obtaining of financing,  (a)
reimbursement  or  indemnification  obligations  owed  to any  Person  providing
workers'  compensation,   health,  disability  or  other  employee  benefits  or
property,  casualty  or  liability  insurance  and (b)  take-or-pay  obligations
contained in supply arrangements;

            (j) Indebtedness in respect of performance bonds, bid bonds,  surety
bonds,  performance and completion guarantees and similar obligations (including
bonding obligations with respect to the Group Members'  telecommunications relay
services contracts) in each case


                                       76
<PAGE>

provided in the ordinary course of business and in an outstanding  amount not to
exceed $4,000,000 in the aggregate;

            (k) Indebtedness owed to any bank consisting of liabilities  arising
from treasury, depository and cash management services or in connection with any
automated  clearing  house  transfers  of funds (none of which shall  consist of
Indebtedness for borrowed money); and

            (l)  customary  indemnification,  adjustment  of  purchase  price or
similar  obligations  of the Loan Parties  arising  under any of the Verizon TRS
Acquisition Agreement,  Hands On Merger Agreement or the documents pertaining to
a Permitted Acquisition or a Sale permitted hereunder.

      Section 8.2 Liens.  No Group  Member  shall  incur,  maintain or otherwise
suffer to exist any Lien upon or with  respect to any of its  property,  whether
now owned or  hereafter  acquired,  or assign  any  right to  receive  income or
profits, except for the following:

            (a) Liens created pursuant to any Loan Document;

            (b) Customary Permitted Liens of Group Members;

            (c) Liens existing on the date hereof and set forth on Schedule 8.2;

            (d) Liens on the property of the Borrower or any of its Subsidiaries
securing  Indebtedness  permitted  hereunder in reliance  upon  Section  8.1(c);
provided,  however,  that (i) such Liens exist prior to the  acquisition  of, or
attach  substantially   simultaneously  with,  or  within  90  days  after,  the
acquisition,  repair,  improvement or construction  of, such property  financed,
whether directly or through a Permitted  Refinancing,  by such  Indebtedness and
(ii) such Liens do not extend to any property of any Group Member other than the
property  (and  proceeds  thereof)  acquired or built,  or the  improvements  or
repairs, financed, whether directly or through a Permitted Refinancing,  by such
Indebtedness;

            (e) Liens on the property of the Borrower or any of its Subsidiaries
securing the Permitted  Refinancings of any Indebtedness  secured by any Lien on
such  property  permitted  hereunder in reliance upon clause (c) or (d) above or
this clause (e) without any change in the property subject to such Liens;

            (f) cash  deposits  securing  Indebtedness  permitted  under Section
8.1(j);  provided that the Borrower shall use commercially reasonable efforts to
provide a Letter of Credit  instead of such cash  deposits  (and with respect to
such cash  deposits  made on the Closing Date no later than six (6) months after
the Closing Date); and

            (g) Liens securing the loans and other  obligations under the Second
Lien Loan Documents and Permitted  Refinancing thereof as long as such Liens (i)
attach  only to  collateral  in  which  the Loan  Parties  have  granted  to the
Administrative Agent an enforceable Lien to secure the obligations (and the Loan
Parties have complied with their obligations  under the Loan Documents  relating
to the perfection of such Liens) and (ii) are subordinated to the Administrative
Agent's  Lien  pursuant  to,  and are in all  other  respects  subject  to,  the
Intercreditor Agreement.

      Section 8.3 Investments.  No Group Member shall make or maintain, directly
or indirectly, any Investment except for the following:


                                       77
<PAGE>

            (a)  Investments  existing  on the  date  hereof  and set  forth  on
Schedule 8.3;

            (b) Investments in cash and Cash Equivalents;

            (c) (i)  endorsements  for  collection  or deposit  in the  ordinary
course of business  consistent  with past  practice,  (ii)  extensions  of trade
credit (other than to  Affiliates  of the  Borrower)  arising or acquired in the
ordinary course of business and (iii) Investments received in settlements in the
ordinary course of business of such extensions of trade credit;

            (d)  Investments  made  as part of the  Acquisition  or a  Permitted
Acquisition;

            (e) Investments by any Loan Party in any other Loan Party; provided,
that any  Investment  consisting of loans or advances to any Loan Party shall be
subordinated  in full to the  payment of the  Obligations  of such Loan Party on
terms and conditions satisfactory to the Agents;

            (f) loans or advances  to  employees  of the  Borrower or any of its
Subsidiaries to finance travel,  entertainment and relocation expenses and other
ordinary  business  purposes in the  ordinary  course of  business as  presently
conducted; provided, however, that the aggregate outstanding principal amount of
all loans and  advances  permitted  pursuant to this clause (f) shall not exceed
$250,000 at any time;

            (g) Liens to the extent permitted under Section 8.2;

            (h) Hedging  Agreements  entered  into by a Loan Party or any of its
Subsidiaries to the extent permitted under Section 8.1(e);

            (i) Guaranty Obligations the extent permitted under Section 8.1(f);

            (j) securities of trade creditors or customers  received pursuant to
any  plan of  reorganization  or  similar  arrangement  upon the  bankruptcy  or
insolvency of such trade creditors or customers;

            (k) loans made to directors,  officers and employees in exchange for
equity  interests  of  Borrower  purchased  by  such  directors,   officers  and
employees,  so long as (A) no cash is  remitted  by any  Loan  Party to any such
directors,  officers or  employees  in  connection  with such Loans and (B) such
Loans are merely book-entry items; and

            (l) any other Investment by the Borrower or any of its Subsidiaries;
provided, however, that the aggregate outstanding amount of all such Investments
shall not exceed $250,000 at any time.

      Section 8.4 Asset  Sales.  No Group  Member shall Sell any of its property
(other than cash) or issue shares of its own Stock, except for the following:

            (a) in each case to the extent  entered into in the ordinary  course
of business, (i) Sales of Cash Equivalents or inventory,  (ii) Sales of property
that has  become  obsolete  or worn out,  and (iii)  non-exclusive  licenses  of
Intellectual Property in the ordinary course of its business;

            (b) a true lease or sublease of real property in the ordinary course
of business not constituting Indebtedness and not entered into as part of a Sale
and Leaseback Transaction;


                                       78
<PAGE>

            (c) (i) any Sale of any  property  (other  than  their  own Stock or
Stock  Equivalents)  by any Group Member to any other Group Member to the extent
any resulting Investment constitutes a Permitted Investment;  provided,  that no
Loan Party  shall Sell any  property  to a Group  Member who is not a Loan Party
except  to the  extent  expressly  permitted  under  Section  8.3(l),  (ii)  any
Restricted  Payment by any Group  Member  permitted  pursuant to Section 8.5 and
(iii) any  distribution by Borrower of the proceeds of Restricted  Payments from
any other Group Member to the extent permitted in Section 8.5;

            (d) (i) any Sale or issuance by Borrower of its own Stock,  (ii) any
Sale or issuance by any  Subsidiary of the Borrower of its own Stock to any Loan
Party and (iii) to the extent necessary to satisfy any Requirement of Law in the
jurisdiction  of  incorporation  of any Subsidiary of the Borrower,  any Sale or
issuance by such Subsidiary of its own Stock constituting  directors' qualifying
shares or nominal holdings;

            (e) as long as no Default or Event of Default is continuing or would
result  therefrom,  any  Sale of  property  (other  than  as part of a Sale  and
Leaseback  Transaction)  of, or Sale or  issuance of its own Stock by, any Group
Member (other than Borrower) for fair market value for consideration  payable at
least  75% in cash  upon  such  sale;  provided,  however,  that  the  aggregate
consideration  received  for all such  Sales  shall not exceed  $500,000  in the
aggregate after the Closing Date;

            (f) write-offs or discounts or  forgiveness  of accounts  payable in
the ordinary course of business;

            (g) the Sales identified in Schedule 8.4 hereto; and

            (h)  transfers  by any  Domestic  Subsidiary  of a Loan Party in the
ordinary  course of  business of assets to the  Borrower  or any other  Domestic
Subsidiary.

      Section  8.5  Restricted  Payments.  No Group  Member  shall  directly  or
indirectly  declare,  order,  pay, make or set apart any sum for any  Restricted
Payment except for the following:

            (a) (i)  Restricted  Payments  (A) by any Group  Member  (other than
Borrower)  that is a Loan  Party to any Loan  Party and (B) by any Group  Member
that  is  not  a  Loan  Party  to  any  Group  Member  and  (ii)  dividends  and
distributions  by any Subsidiary of the Borrower that is not a Loan Party to any
holder of its Stock, to the extent made to all such holders ratably according to
their ownership interests in such Stock;

            (b)  dividends  and  distributions  declared  and paid on the common
Stock of any Group Member (other than  Borrower)  ratably to the holders of such
common Stock and payable only in common Stock of such Group Member;

            (c)   payments   by  Borrower   to  Sponsor  in   reimbursement   of
out-of-pocket  costs and  expenses  incurred by Sponsor in  accordance  with the
Management Agreement;

            (d) the redemption,  purchase or other acquisition or retirement for
value by Borrower of its common Stock (or Stock  Equivalents with respect to its
common Stock) from any present or former  employee,  director or officer (or the
assigns, estate, heirs or current or former spouses thereof) of any Group Member
upon the death,  disability  or  termination  of  employment  of such  employee,
director  or  officer;  provided,  however,  that (w) the  amount  of such  cash


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<PAGE>

dividends  paid  after  the  Closing  Date  shall  not  exceed  $750,000  in the
aggregate; (x) no Default or Event of Default is then continuing or would result
therefrom;  (y) such action is not otherwise  prohibited  under the terms of any
Indebtedness  (other than the Obligations) of any Group Member; and (z) Borrower
would have been in compliance with the financial  covenants set forth in Article
V on a Pro Forma Basis as of the last day of the last  Fiscal  Quarter for which
Financial  Statements have been delivered hereunder (after giving effect to such
Restricted  Payment and all Loans funded in  connection  therewith as if made on
the first day of such period); and

            (e) payment of customary compensation to members of Borrower's board
of directors.

      Section 8.6 Prepayment of Indebtedness.  No Group Member shall (x) prepay,
redeem,  purchase,  defease or otherwise satisfy prior to the scheduled maturity
thereof any Indebtedness,  (y) set apart any property for such purpose,  whether
directly  or  indirectly  and  whether  to a sinking  fund,  a  similar  fund or
otherwise,  or (z) make any payment in violation of any  subordination  terms of
any Subordinated  Debt;  provided,  however,  that each Group Member may, to the
extent otherwise permitted by the Loan Documents, do each of the following:

            (a)  (i)  prepay  the  Obligations,   (ii)  consummate  a  Permitted
Refinancing  to the extent  permitted  (A) in the case of the  Second  Lien Term
Loans, under the Intercreditor Agreement,  and (B) otherwise,  under Section 8.1
and (iii) prepay in full on the Closing Date the Payoff Debt;

            (b) prepay, redeem, purchase,  defease or otherwise satisfy prior to
the scheduled maturity thereof (A) in the case of any Group Member that is not a
Loan Party,  any  Indebtedness  owing by such Group Member to any Loan Party and
(B) any Indebtedness owing to any Loan Party;

            (c) make  regularly  scheduled or otherwise  required  repayments or
redemptions of Indebtedness  but only, in the case of Subordinated  Debt, to the
extent permitted by the subordination provisions thereof;

            (d) prepay in the  ordinary  course of  business  Capitalized  Lease
Obligations  permitted  under Section 8.1;  provided that no Default or Event of
Default exists and is continuing or results from such payment; and

            (e) prepay, exchange or otherwise retire Subordinated Debt for Stock
issued  by  the  Borrower;   provided  that  such  Stock  does  not   constitute
Indebtedness and that no Default or Event of Default exists and is continuing or
results from such payment.

      Section  8.7  Fundamental  Changes.  No  Group  Member  shall  (a)  merge,
consolidate or amalgamate with any Person,  (b) acquire all or substantially all
of the Stock or Stock  Equivalents of any Person or form any  Subsidiary  (other
than  in  connection  with  a  Permitted  Acquisition)  or  (c)  acquire  all or
substantially all of the assets of any Person or all or substantially all of the
assets constituting any line of business,  division,  branch, operating division
or other unit  operation of any Person,  in each case except for the  following:
(i) to  consummate  any  Permitted  Acquisition,  (ii)  the  dissolution  of the
Inactive  Subsidiaries,  (iii) any Sale permitted hereunder and (iv) the merger,
consolidation  or  amalgamation  of any Subsidiary of the Borrower into any Loan
Party; provided,  however, that (A) in the case of any merger,  consolidation or
amalgamation  involving the Borrower, the Borrower shall be the surviving Person
and (B) in the case of any merger,  consolidation or amalgamation  involving any
other  Loan  Party,  a Loan Party


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<PAGE>

shall be the  surviving  corporation  and all actions  required to maintain  the
perfection of the Lien of the  Administrative  Agent on the Stock or property of
such Loan Party shall have been made.

      Section 8.8 Change in Nature of Business.  (a) No Group Member shall carry
on any business,  operations or activities  (whether  directly,  through a joint
venture, in connection with a Permitted Acquisition or otherwise)  substantially
different from those carried on by the Borrower and its Subsidiaries at the date
hereof and business, operations and activities reasonably related thereto.

            (b) None of the Inactive  Subsidiaries  shall engage in any material
business, operations or activity, or hold any material amount of property, other
than the following,  (i) paying taxes and dividends  permitted  hereunder,  (ii)
holding directors' and shareholders'  meetings,  preparing corporate and similar
records and other  activities  required to maintain  its  separate  corporate or
other legal  structure,  (iii)  preparing  reports to, and  preparing and making
notices to and  filings  with,  Governmental  Authorities  and to its holders of
Stock,  (iv)  defending or otherwise  taking action deemed  appropriate  by such
Inactive  Subsidiary or any Group Member with respect to any liabilities of such
Inactive Subsidiary,  including any litigation, action or proceeding,  including
as set forth in  Schedule  4.7,  and (v) such  other  business,  operations  and
activities consented to by the Agents.

      Section 8.9 Transactions with Affiliates. No Group Member shall, except as
otherwise expressly permitted herein,  enter into any other transaction directly
or indirectly with, or for the benefit of, any Affiliate of the Borrower that is
not a Loan Party (including Guaranty  Obligations with respect to any obligation
of any such  Affiliate),  except for (a)  transactions in the ordinary course of
business on a basis no less  favorable to such Group Member as would be obtained
in a comparable  arm's length  transaction with a Person not an Affiliate of the
Borrower, (b) employment contracts with, and reasonable expense  reimbursements,
indemnities, salaries and other reasonable director or employee compensation to,
officers and directors of any Group Member,  (c) the Related  Transaction  on or
prior to the Closing Date, (d) reimbursement of out-of-pocket costs and expenses
of the Sponsor and its Control Investment Affiliates incurred in connection with
the Related Transactions or payable under Section 8.5(c), (e) issuances of Stock
of the Borrower  and the entry into and  amendment  of related  agreements  with
holders  of the  Borrower's  Stock  not  involving  any cash  payments,  (f) the
replacement,  release or termination  of Guaranty  Obligations of holders of the
Borrower's Stock with respect to certain  existing  Indebtedness and Contractual
Obligations  of Hands On existing as of the Closing  Date,  (g) the amendment of
the  Certificate  of   Incorporation   in  accordance  with  Section  7.15,  (h)
amendments,  modifications and refinancings of the Second Lien Loan Documents in
accordance with, and to the extent permitted by, the Intercreditor Agreement and
(i)  transactions  on  arm's-length  terms with Walden  Venture  Capital and its
Affiliates.

      Section 8.10 Third-Party Restrictions on Indebtedness,  Liens, Investments
or Restricted Payments. No Group Member shall incur or otherwise suffer to exist
or become  effective  or remain  liable on or  responsible  for any  Contractual
Obligation  limiting the ability of (a) any  Subsidiary  of the Borrower to make
Restricted  Payments to, or Investments  in, or repay  Indebtedness or otherwise
Sell property to, any Group Member or (b) any Group Member to incur or suffer to
exist  any Lien upon any  property  of any Group  Member,  whether  now owned or
hereafter  acquired,  securing any of its Obligations  (including any "equal and
ratable" clause and any similar Contractual Obligation requiring, when a Lien is
granted on any  property,  another  Lien to be granted on such  property  or any
other property),  except, for each of clauses (a) and (b) above, (i) pursuant to
the Loan Documents;  and (ii) pursuant to the Second Lien Loan Documents and any
Permitted  Refinancing  thereof and (iii) limitations on Liens (other than Liens
securing


                                       81
<PAGE>

any  Obligation) set forth in the Contractual  Obligations  governing  Permitted
Liens  provided  any  such  limitation  contained  therein  relates  only to the
property subject to such Permitted Lien.

      Section 8.11 Modification of Certain  Documents.  No Group Member shall do
any of the following:

            (a)  waive  or  otherwise  modify  (i) any term of the  Verizon  TRS
Acquisition Agreement or Hands On Merger Agreement or any other Related Document
(other than the Second Lien  Documents) in any material  respect that is adverse
to the  interests  of any  Secured  Party  under  the Loan  Documents  or in the
Collateral, or (ii) any term of any Constituent Document of any Group Member, or
otherwise change the capital  structure of any Group Member (including the terms
of any of their outstanding Stock or Stock Equivalents), in any material respect
or in any respect  adverse to the  interests of any Secured Party under the Loan
Documents  or in the  Collateral  (provided  that the  Borrower  may  amend  the
Certificate of Incorporation in accordance with Section 7.15).

            (b) waive or otherwise modify any term of (A) any Subordinated  Debt
if  the  effect  thereof  on  such  Subordinated  Debt  is to (i)  increase  the
non-default interest rate by more than 2.0% per annum, (ii) change the due dates
for  principal  or interest,  other than to extend such dates,  (iii) modify any
default  or  event  of  default,  other  than  to  delete  it or  make  it  less
restrictive,  (iv)  add any  covenant  with  respect  thereto,  (v)  modify  any
subordination  provision,  (vi) modify any  redemption or prepayment  provision,
other than to extend the dates  therefor  or to reduce the  premiums  payable in
connection  therewith or (vii)  materially  increase any obligation of any Group
Member or confer  additional  material rights to the holder of such Subordinated
Debt in a manner  adverse to any Group Member or any Secured  Party,  or (B) any
Material Contract in a manner materially adverse to the interests of any Secured
Party under the Loan Documents or in the Collateral.

            (c)  waive or  otherwise  modify  any term of the  Second  Lien Loan
Documents,  other than any such waiver or  modification  that is permitted to be
made pursuant to the Intercreditor Agreement.

      Section 8.12 Accounting Changes; Fiscal Year. No Group Member shall change
its (a) accounting treatment or reporting practices,  except as required by GAAP
or any  Requirement of Law, or (b) its fiscal year or its method for determining
fiscal quarters or fiscal months, in each case without the consent of the Agents
(which consent shall not be unreasonably withheld).

      Section  8.13 Margin  Regulations.  No Group  Member  shall use all or any
portion of the  proceeds of any credit  extended  hereunder to purchase or carry
margin stock (within the meaning of Regulation U of the Federal  Reserve  Board)
in contravention of Regulation U of the Federal Reserve Board.

      Section 8.14  Compliance  with ERISA.  No ERISA  Affiliate  shall cause or
suffer to exist any event that could  result in the  imposition  of a Lien under
ERISA or Code Sections 412 or 430 or any other ERISA Event,  that could,  either
individually  or in the aggregate,  have a Material  Adverse  Effect.  The ERISA
Affiliate shall provide notice to Agents if such an event shall occur.

      Section  8.15  T-Mobile  Obligations.  Prior to  amendment of the lien and
financing  statement of T-Mobile in accordance  with clause 5 of Schedule  7.15,
(a) no Group Member shall (i) permit the aggregate  obligations  and liabilities
of the Group Members to T-Mobile and its  subsidiaries  and affiliates to exceed
$100,000 at any time,  (ii) waive or otherwise  modify the


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<PAGE>

terms of the T-Mobile  Agreement  in any respect  adverse to the interest of any
Secured Party under the Loan Documents or in the  Collateral,  or (iii) transfer
any assets to or make any investments in GoAmerica  Communications Corp. outside
the ordinary  course of business,  (b)  commencing on the date which is 180 days
after the Closing Date, the Borrower shall  establish a restricted  cash reserve
on its books in an  amount  equal to five (5) times  the  latest  gross  monthly
purchases of the Group Members under the T-Mobile Agreement plus an amount equal
to the  "Shortfall  Damages"  (as defined in the  T-Mobile  Agreement),  if any,
measured  monthly on a contract  year to date basis and based upon the  "Monthly
Volume  Commitment" (as defined in the T-Mobile  Agreement) and (c) the Borrower
shall deliver to the Agents  together with delivery of a Compliance  Certificate
pursuant to Section 6.1(d),  monthly and year to date financial information with
respect to the T-Mobile Agreement.


                                   ARTICLE IX

                                EVENTS OF DEFAULT

      Section  9.1  Definition.  Each of the  following  shall  be an  Event  of
Default:

            (a) the Borrower  shall fail to pay (i) any principal of any Loan or
any L/C  Reimbursement  Obligation when the same becomes due and payable or (ii)
any  interest  on any  Loan,  any fee  under  any  Loan  Document  or any  other
Obligation  (other than those set forth in clause (i) above) and, in the case of
this clause (ii), such non-payment  continues for a period of three (3) Business
Days after the due date therefor; or

            (b) any  representation,  warranty or  certification  made or deemed
made by or on behalf of any Loan Party in any Loan  Document  or by or on behalf
of any Loan Party (or any  Responsible  Officer  thereof) in connection with any
Loan Document  (including  any other document  delivered in connection  with any
Loan Document)  shall prove to have been incorrect in any material  respect when
made or deemed made; or

            (c) any Loan Party  shall fail to comply with (i) any  provision  of
Article V  (Financial  Covenants),  Sections  6.1  (Financial  Statements),  7.1
(Maintenance  of Corporate  Existence),  7.5  (Maintenance  of  Insurance),  7.7
(Access  to Books  and  Property),  7.9  (Application  of Loan  Proceeds),  7.15
(Post-Closing  Matters) or Article VIII (Negative Covenants),  or (ii) any other
provision of any Loan Document if, in the case of this clause (ii), such failure
shall remain unremedied for 30 days after the earlier of (A) the date on which a
Responsible  Officer of the Borrower  becomes  aware of such failure and (B) the
date on which notice thereof shall have been given to the Borrower by the Agents
or the Required Lenders; or

            (d) (i) any Group Member (other than an Inactive  Subsidiary)  shall
fail to make any payment when due  (whether  due because of scheduled  maturity,
required  prepayment  provisions,  acceleration,  demand  or  otherwise)  on any
Indebtedness of any Group Member  (excluding the Obligations) and, in each case,
such failure  relates to  Indebtedness in an amount of $500,000 or more and such
failure shall continue after the applicable grace period,  if any,  specified in
the agreement or instrument  relating to any such  Indebtedness,  (ii) any other
event shall occur or condition shall exist after the applicable grace period, if
any,   specified  in  such  agreements  or  instruments  under  any  Contractual
Obligation  relating  to any such  Indebtedness,  if the effect of such event or
condition is to accelerate,  or to permit the  acceleration  of, the maturity of
such Indebtedness, or (iii) any such Indebtedness shall become or be declared to
be due  and  payable,  or be  required  to be  prepaid,  redeemed,  defeased  or
repurchased  (other  than  by  a


                                       83
<PAGE>

regularly scheduled or mandatory required prepayment or voluntary termination of
a capital lease), prior to the stated maturity thereof; or

            (e) (i) any Group Member (other than an Inactive  Subsidiary)  shall
generally not pay its debts as such debts become due, shall admit in writing its
inability to pay its debts generally or shall make a general  assignment for the
benefit of creditors,  (ii) any proceeding shall be instituted by or against any
Group  Member is seeking to  adjudicate  it as bankrupt or  insolvent or seeking
liquidation, winding up, reorganization,  arrangement,  adjustment,  protection,
relief,  composition of it or its debts or any similar order, in each case under
any Requirement of Law relating to bankruptcy,  insolvency or  reorganization or
relief of debtors or seeking the entry of an order for relief or the appointment
of a custodian,  receiver, trustee, conservator,  liquidating agent, liquidator,
other similar  official or other official with similar powers,  in each case for
it or for any  substantial  part of its  property  and,  in the case of any such
proceedings  instituted  against  (but not by or with the  consent of) any Group
Member (other than an Inactive Subsidiary), either such proceedings shall remain
undismissed  or unstayed for a period of 60 days or more or any action sought in
such proceedings  shall occur, or (iii) any Group Member (other than an Inactive
Subsidiary)  shall take any  corporate or similar  action or any other action to
authorize any action described in clause (i) or (ii) above; or

            (f) one or more  judgments,  orders or  decrees  (or  other  similar
process) shall be rendered  against any Group Member (i)(A) in the case of money
judgments,  orders and decrees, involving an aggregate amount (excluding amounts
adequately  covered by insurance  payable to any Group Member, to the extent the
relevant insurer has not denied coverage  therefor) in excess of $500,000 or (B)
otherwise,  that would have, either individually or in the aggregate, a Material
Adverse Effect and (ii)(A) enforcement  proceedings shall have been commenced by
any creditor upon any such judgment, order or decree or (B) such judgment, order
or  decree  shall  not have  been  vacated  or  discharged  for a  period  of 30
consecutive days and there shall not be in effect (by reason of a pending appeal
or otherwise) any stay of enforcement thereof; or

            (g) except pursuant to a valid, binding and enforceable  termination
or release permitted under the Loan Documents and executed by the Administrative
Agent or as  otherwise  expressly  permitted  under any Loan  Document,  (i) any
material provision of any Loan Document shall, at any time after the delivery of
such Loan Document, fail to be valid and binding on, or enforceable against, any
Loan Party party thereto,  or (ii) any Loan Document  purporting to grant a Lien
to secure any  Obligation  shall,  at any time after the  delivery  of such Loan
Document, fail to create a valid and enforceable Lien on any material portion of
the  Collateral or such Lien shall fail or cease to be a perfected Lien with the
priority required in the relevant Loan Document, or any Group Member shall state
in writing  that any of the events  described  in clause (i) or (ii) above shall
have occurred; or

            (h) any Group Member is affected by any fire,  explosion,  accident,
strike, lockout or other labor dispute,  drought,  storm,  earthquake,  embargo,
terrorist  attack,  war,  act of God or of the  public  enemy or  other  similar
casualty (a  "Casualty  Event") that results in the loss of more than 25% of the
consolidated revenues of the Borrower and its Subsidiaries, which revenue stream
does not  return  to  pre-Casualty  Event  levels  within 90 days of the day the
Casualty Event began; or

            (i) there shall occur any Change of Control; or


                                       84
<PAGE>

            (j) the Hands On Merger  shall  not have been  consummated  by 11:59
p.m. on the Closing Date; or

            (k)  the  Stellar  Nordia  Managed   Services   Agreement  shall  be
terminated and a similar agreement in form and on terms substantially comparable
to or better than the Stellar Nordia Managed  Services  Agreement shall not have
been entered into within 180 days of such termination; or

            (l) any event of default  shall occur under any Mortgage and remains
unremedied or uncured for any applicable cure periods therein; or

            (m) if any Group  Member shall lose,  fail to keep in force,  suffer
the  termination,  suspension,  or  revocation  of, or  terminate or forfeit any
material Permit issued by the FCC to a Group Member.

      Section  9.2  Remedies.  During the  continuance  of any Event of Default,
either Agent may, and, at the request of the Required  Lenders,  shall,  in each
case by notice to the  Borrower  and in  addition  to any other  right or remedy
provided  under any Loan Document or by any  applicable  Requirement  of Law, do
each or any of the following:  (a) declare all or any portion of the Commitments
terminated,  whereupon  the  Commitments  shall  immediately  be reduced by such
portion or, in the case of a termination in whole, shall terminate together with
any obligation any Lender may have hereunder to make any Loan and any L/C Issuer
may have hereunder to Issue any Letter of Credit (b) declare immediately due and
payable all or part of any Obligation (including any accrued but unpaid interest
thereon),  whereupon the same shall become immediately due and payable,  without
presentment,  demand,  protest or further  notice or other  requirements  of any
kind,  all of which are hereby  expressly  waived by the Borrower  (and,  to the
extent  provided  in any other Loan  Document,  other Loan  Parties);  provided,
however, that, effective immediately upon the occurrence of any Event of Default
specified  in Section  9.1(e)(ii),  (x) the  Commitments  of each Lender to make
Loans and the  commitment  of each L/C Issuer to Issue  Letters of Credit  shall
each automatically be terminated and (y) each Obligation (including in each case
any accrued all accrued but unpaid interest thereon) shall automatically  become
and be due and payable,  without presentment,  demand, protest or further notice
or other  requirement of any kind, all of which are hereby  expressly  waived by
the Borrower (and, to the extent provided in any other Loan Document,  any other
Loan Party), (c) take the actions described in Section 9.3, and (d) exercise any
other  remedies  which may be available  under the Loan  Documents or applicable
law.

      Section 9.3 Actions in Respect of Letters of Credit.  At any time (i) upon
the  Revolving  Credit   Termination  Date,  (ii)  after  the  Revolving  Credit
Termination  Date when the  aggregate  funds on deposit  in L/C Cash  Collateral
Accounts  shall be less  than 105% of the L/C  Obligations  for all  Letters  of
Credit at such time and (iii) as required by Section  2.12,  the Borrower  shall
pay  to  the  Administrative  Agent  in  immediately   available  funds  at  the
Administrative Agent's office referred to in Section 11.11, for deposit in a L/C
Cash Collateral  Account,  the amount required so that, after such payment,  the
aggregate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds
105% of the L/C  Obligations  for all  Letters  of  Credit  at such time (not to
exceed, in the case of clause (iii) above, the payment to be applied pursuant to
Section 2.12 to provide cash collateral for Letters of Credit).


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<PAGE>

                                   ARTICLE X

                                   THE AGENTS

      Section 10.1  Appointment  and Duties.  (a)  Appointment  of Agents.  Each
Lender  and  each  L/C  Issuer  hereby  appoints  Churchill  (together  with any
successor  Administrative  Agent pursuant to Section 10.9) as the Administrative
Agent and Ableco  (together  with any  successor  Collateral  Agent  pursuant to
Section 10.9) as the Collateral Agent hereunder and authorizes the Agents to (i)
execute and deliver the Loan Documents and accept delivery thereof on its behalf
from any Group  Member,  (ii) take such action on its behalf and to exercise all
rights, powers and remedies and perform the duties as are expressly delegated to
the Agents  under such Loan  Documents  and (iii)  exercise  such  powers as are
reasonably incidental thereto.

            (b) Duties as Collateral and Disbursing Agent.  Without limiting the
generality  of clause (a) above,  (i) each of the Agents shall have the sole and
exclusive right and authority (to the exclusion of the Lenders and L/C Issuers),
and are hereby authorized, to (A) file and prove claims and file other documents
necessary or  desirable to allow the claims of the Secured  Parties with respect
to any Obligation in any proceeding described in Section 9.1(e)(ii) or any other
bankruptcy,  insolvency  or  similar  proceeding  (but not to vote,  consent  or
otherwise  act on behalf of such  Secured  Party),  (B)  manage,  supervise  and
otherwise deal with the Collateral (C) take such other action as is necessary or
desirable  to maintain  the  perfection  and  priority  of the Liens  created or
purported  to be created by the Loan  Documents,  (D) except as may be otherwise
specified in any Loan  Document,  exercise all remedies  given to the Agents and
the other Secured Parties with respect to the Collateral, whether under the Loan
Documents,  applicable  Requirements  of Law or  otherwise  and (E)  execute any
amendment,  consent or waiver  under the Loan  Documents on behalf of any Lender
that has  consented in writing to such  amendment,  consent or waiver,  (ii) the
Administrative  Agent shall have the sole and exclusive  right and authority (to
the exclusion of the  Collateral  Agent,  the Lenders and L/C  Issuers),  and is
hereby authorized, to act as the disbursing and collecting agent for the Lenders
and the L/C Issuers  with respect to all  payments  and  collections  arising in
connection  with the Loan Documents  (including in any  proceeding  described in
Section 9.1(e)(ii) or any other bankruptcy,  insolvency or similar  proceeding),
and each Person making any payment in  connection  with any Loan Document to any
Secured Party is hereby  authorized  to make such payment to the  Administrative
Agent,  and (iii) the Collateral  Agent shall have the sole and exclusive  right
and authority (to the exclusion of the Administrative Agent, the Lenders and L/C
Issuers), and is hereby authorized,  to act as collateral agent for each Secured
Party for purposes of the perfection of all Liens created by such agreements and
all other purposes stated  therein;  provided,  however,  that the Agents hereby
appoint,  authorize  and direct each Lender and L/C Issuer to act as  collateral
sub-agent  for the Agents,  the Lenders and the L/C Issuers for  purposes of the
perfection  of all Liens with respect to the  Collateral,  including any deposit
account  maintained by a Loan Party with, and cash and Cash Equivalents held by,
such Lender or L/C Issuer,  and may further authorize and direct the Lenders and
the L/C Issuers to take further actions as collateral sub-agents for purposes of
enforcing such Liens or otherwise to transfer the Collateral  subject thereto to
the Agents,  and each Lender and L/C Issuer  hereby  agrees to take such further
actions to the extent, and only to the extent, so authorized and directed.

            (c) Limited  Duties.  Under the Loan  Documents,  the Agents (i) are
acting  solely on behalf  of the  Lenders  and the L/C  Issuers  (except  to the
limited extent  provided in Section  2.14(b) with respect to the Register and in
Section  10.11),  with  duties  that  are  entirely  administrative  in  nature,
notwithstanding the use of the defined term "Administrative Agent",  "Collateral
Agent",  the terms "agent",  "administrative  agent" and "collateral  agent" and
similar


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<PAGE>

terms in any Loan  Document to refer to either  Agent,  which terms are used for
title  purposes  only,  (ii) are not  assuming  any  obligation  under  any Loan
Document  other  than as  expressly  set  forth  therein  or any role as  agent,
fiduciary or trustee of or for any Lender, L/C Issuer or any other Secured Party
and (iii) shall have no implied functions, responsibilities, duties, obligations
or other  liabilities  under any Loan  Document,  and each Lender and L/C Issuer
hereby waives and agrees not to assert any claim against the Agents based on the
roles,  duties and legal  relationships  expressly  disclaimed  in  clauses  (i)
through (iii) above.

      Section 10.2 Binding  Effect.  Each Lender and each L/C Issuer agrees that
(i) any action taken by either  Agent or the Required  Lenders (or, if expressly
required  hereby,  a greater  proportion of the Lenders) in accordance  with the
provisions  of the Loan  Documents,  (ii) any  action  taken by either  Agent in
reliance upon the instructions of Required Lenders (or, where so required,  such
greater  proportion)  and (iii) the  exercise  by either  Agent or the  Required
Lenders (or, where so required, such greater proportion) 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 Secured Parties.

      Section 10.3 Use of Discretion.  (a) No Action without  Instructions.  The
Agents shall not be required to exercise any  discretion  or take, or to omit to
take, any action,  including  with respect to enforcement or collection,  except
any action it is required to take or omit to take (i) under any Loan Document or
(ii) pursuant to  instructions  from the Required  Lenders (or, where  expressly
required by the terms of this Agreement, a greater proportion of the Lenders).

            (b) Right Not to Follow Certain Instructions. Notwithstanding clause
(a) above,  the Agents  shall not be required to take,  or to omit to take,  any
action  (i)  unless,   upon  demand,   the  Agents  receive  an  indemnification
satisfactory  to them  from  the  Lenders  (or,  to the  extent  applicable  and
acceptable to the Agents, any other Secured Party) against all Liabilities that,
by reason of such action or omission, may be imposed on, incurred by or asserted
against the Agents or any Related Person thereof or (ii) that is, in the opinion
of the Agents or their  counsel,  contrary to any Loan  Document  or  applicable
Requirement of Law.

      Section 10.4  Delegation  of Rights and Duties.  The Agents may,  upon any
term or condition they specify, delegate or exercise any of their rights, powers
and  remedies  under,  and  delegate or perform any of their duties or any other
action with respect to, any Loan  Document by or through any trustee,  co-agent,
employee,  attorney-in-fact  and any other Person (including any Secured Party).
Any such Person shall benefit from this Article X to the extent  provided by the
Agents.

      Section 10.5 Reliance and Liability. (a) The Agents may, without incurring
any  liability  hereunder,  (i) treat the payee of any Note as its holder  until
such Note has been assigned in accordance with Section 11.2(e), (ii) rely on the
Register  to the extent set forth in Section  2.14,  (iii)  consult  with any of
their Related  Persons and,  whether or not selected by it, any other  advisors,
accountants  and other  experts  (including  advisors  to, and  accountants  and
experts  engaged by, any Loan Party) and (iv) rely and act upon any document and
information  (including those  transmitted by Electronic  Transmission)  and any
telephone  message or conversation,  in each case believed by them to be genuine
and transmitted, signed or otherwise authenticated by the appropriate parties.

            (b) None of the Agents and their Related Persons shall be liable for
any action  taken or  omitted to be taken by any of them under or in  connection
with any Loan  Document,  and each Lender,  L/C Issuer and the  Borrower  hereby
waives and shall not assert (and


                                       87
<PAGE>

the Borrower shall cause each other Loan Party to waive and agree not to assert)
any  right,  claim or cause of action  based  thereon,  except to the  extent of
liabilities  resulting primarily from the gross negligence or willful misconduct
of either Agent or, as the case may be, such Related  Person (each as determined
in a final,  non-appealable  judgment by a court of competent  jurisdiction)  in
connection  with the duties  expressly  set forth herein.  Without  limiting the
foregoing, the Agents:

                  (i) shall not be responsible or otherwise  incur liability for
      any action or omission  taken in  reliance  upon the  instructions  of the
      Required  Lenders or for the  actions or  omissions  of any of its Related
      Persons selected with reasonable care (other than employees,  officers and
      directors of either Agent, when acting on behalf of such Agent);

                  (ii) shall not be responsible to any Secured Party for the due
      execution, legality, validity, enforceability, effectiveness, genuineness,
      sufficiency or value of, or the attachment,  perfection or priority of any
      Lien created or purported to be created under or in connection  with,  any
      Loan Document;

                  (iii) make no  warranty  or  representation,  and shall not be
      responsible,   to  any  Secured   Party  for  any   statement,   document,
      information,  representation or warranty made or furnished by or on behalf
      of any  Related  Person  or any  Loan  Party in  connection  with any Loan
      Document or any transaction  contemplated therein or any other document or
      information with respect to any Loan Party,  whether or not transmitted or
      (except for  documents  expressly  required  under any Loan Document to be
      transmitted  to the Lenders)  omitted to be  transmitted  by either Agent,
      including as to completeness,  accuracy, scope or adequacy thereof, or for
      the  scope,  nature or results of any due  diligence  performed  by either
      Agent in connection with the Loan Documents; and

                  (iv) shall not have any duty to  ascertain or to inquire as to
      the  performance  or  observance  of any  provision of any Loan  Document,
      whether  any  condition  set forth in any Loan  Document is  satisfied  or
      waived,  as to the  financial  condition  of any  Loan  Party or as to the
      existence or  continuation  or possible  occurrence or continuation of any
      Default  or Event of  Default  and shall  not be deemed to have  notice or
      knowledge  of such  occurrence  or  continuation  unless it has received a
      notice from the Borrower, any Lender or L/C Issuer describing such Default
      or Event of Default clearly labeled "notice of default" (in which case the
      Agents shall promptly give notice of such receipt to all Lenders);

and,  for each of the items set forth in clauses  (i) through  (iv) above,  each
Lender, L/C Issuer, and the Borrower hereby waives and agrees not to assert (and
the Borrower shall cause each other Loan Party to waive and agree not to assert)
any right,  claim or cause of action it might have  against  either  Agent based
thereon.

      Section 10.6 Each Agent  Individually.  Each Agents and its Affiliates may
make  loans  and  other  extensions  of  credit  to,  acquire  Stock  and  Stock
Equivalents of, engage in any kind of business with, any Loan Party or Affiliate
thereof as though it were not acting as an Agent and may receive  separate  fees
and  other  payments  therefor.  To the  extent  either  Agent  or any of  their
Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have
and may  exercise the same rights and powers  hereunder  and shall be subject to
the same obligations and liabilities as any other Lender and the terms "Lender",
"Revolving Credit Lender",  "Term Loan Lender",  "Required Lender" and "Required
Revolving  Credit  Lender" and any similar terms


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<PAGE>

shall, except where otherwise expressly provided in any Loan Document,  include,
without limitation,  either Agent or such Affiliate,  as the case may be, in its
individual  capacity as Lender,  Revolving Credit Lender, Term Loan Lender or as
one of the Required Lenders or Required Revolving Credit Lenders respectively.

      Section  10.7  Lender  Credit  Decision.  Each  Lender and each L/C Issuer
acknowledges that it shall,  independently and without reliance upon the Agents,
any Lender or L/C Issuer or any of their  Related  Persons or upon any  document
(including the Disclosure Documents) solely or in part because such document was
transmitted  by either Agent or any of their  Related  Persons,  conduct its own
independent  investigation  of the financial  condition and affairs of each Loan
Party and make and continue to make its own credit  decisions in connection with
entering into,  and taking or not taking any action under,  any Loan Document or
with respect to any transaction  contemplated in any Loan Document, in each case
based on such documents and information as it shall deem appropriate. Except for
documents  expressly  required by any Loan Document to be  transmitted by either
Agent to the  Lenders  or L/C  Issuers,  the  Agents  shall not have any duty or
responsibility  to provide  any  Lender or L/C  Issuer  with any credit or other
information concerning the business, prospects,  operations, property, financial
and other  condition or  creditworthiness  of any Loan Party or any Affiliate of
any Loan  Party  that may come in to the  possession  of either  Agent or any of
their Related Persons.

      Section 10.8  Expenses;  Indemnities.  (a) Each Lender agrees to reimburse
the Agents and each of their  Related  Persons (to the extent not  reimbursed by
any Loan  Party)  promptly  upon  demand for such  Lender's  Pro Rata Share with
respect to the Facilities of any costs and expenses (including fees, charges and
disbursements of financial, legal and other advisors and Other Taxes paid in the
name of, or on behalf of, any Loan Party)  that may be incurred by either  Agent
or any of their Related Persons in connection with the preparation, syndication,
execution,   delivery,   administration,   modification,   consent,   waiver  or
enforcement  (whether through  negotiations,  through any work-out,  bankruptcy,
restructuring  or other legal or other  proceeding  or  otherwise)  of, or legal
advice in respect of its rights or responsibilities under, any Loan Document.

            (b) Each Lender  further  agrees to indemnify the Agents and each of
their Related Persons (to the extent not reimbursed by any Loan Party), from and
against such Lender's aggregate Pro Rata Share with respect to the Facilities of
the  Liabilities  (including  taxes,  interests  and  penalties  imposed for not
properly  withholding  or backup  withholding  on payments made to on or for the
account of any Lender) that may be imposed on,  incurred by or asserted  against
either  Agent or any of their  Related  Persons  in any  matter  relating  to or
arising  out of, in  connection  with or as a result of any Loan  Document,  any
Related Document or any other act, event or transaction related, contemplated in
or attendant to any such document, or, in each case, any action taken or omitted
to be  taken by  either  Agent or any of  their  Related  Persons  under or with
respect to any of the  foregoing;  provided,  however,  that no Lender  shall be
liable  to the  Agents  or any of  their  Related  Persons  to the  extent  such
liability has resulted primarily from the gross negligence or willful misconduct
of the Agents or, as the case may be, such Related  Person,  as  determined by a
court of competent jurisdiction in a final non-appealable judgment or order.

      Section  10.9  Resignation  of Agents or L/C  Issuer.  (a) Each  Agent may
resign at any time by delivering  notice of such  resignation to the Lenders and
the  Borrower,  effective  on the date set forth in such  notice or, if not such
date is set forth  therein,  upon the date such notice  shall be  effective.  If
either Agent delivers any such notice, the Required Lenders shall have the right
to appoint a successor Agent. If, within 30 days after the retiring Agent having
given  notice of  resignation,  no  successor


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<PAGE>

Agent  has  been  appointed  by the  Required  Lenders  that has  accepted  such
appointment,  then the retiring  Agent may, on behalf of the Lenders,  appoint a
successor Agent from among the Lenders.  Each appointment  under this clause (a)
shall  be  subject  to the  prior  consent  of the  Borrower,  which  may not be
unreasonably  withheld,  conditioned or delayed but shall not be required during
the continuance of an Event of Default.

            (b) Effective  immediately  upon its  resignation,  (i) the retiring
Agent  shall be  discharged  from its  duties  and  obligations  under  the Loan
Documents,  (ii) the Lenders  shall  assume and perform all of the duties of the
Agent until a successor Agent shall have accepted a valid appointment hereunder,
(iii)  the  retiring  Agent and its  Related  Persons  shall no longer  have the
benefit of any  provision  of any Loan  Document  other than with respect to any
actions taken or omitted to be taken while such  retiring  Agent was, or because
such Agent had been,  validly  acting as Agent under the Loan Documents and (iv)
subject to its rights under  Section  10.3,  the retiring  Agent shall take such
action as may be  reasonably  necessary  to assign  to the  successor  Agent its
rights  as  Agent  under  the Loan  Documents.  Effective  immediately  upon its
acceptance of a valid  appointment as Agent, a successor Agent shall succeed to,
and become vested with,  all the rights,  powers,  privileges  and duties of the
retiring Agent under the Loan Documents.

            (c) Any L/C Issuer may  resign at any time by  delivering  notice of
such  resignation to the Agents,  effective on the date set forth in such notice
or, if no such  date is set forth  therein,  on the date  such  notice  shall be
effective. Upon such resignation,  the L/C Issuer shall remain an L/C Issuer and
shall retain its rights and  obligations in its capacity as such (other than any
obligation to Issue Letters of Credit but including the right to receive fees or
to have Lenders  participate in any L/C Reimbursement  Obligation  thereof) with
respect to Letters of Credit Issued by such L/C Issuer prior to the date of such
resignation  and  shall  otherwise  be  discharged  from all  other  duties  and
obligations under the Loan Documents.

      Section 10.10 Release of  Collateral  or  Guarantors.  Each Lender and L/C
Issuer hereby  consents to the release and hereby  directs the Agents to release
(or, in the case of clause (b)(ii) below, release or subordinate) the following:

            (a)  any  Subsidiary  of  the  Borrower  from  its  guaranty  of any
Obligation of any Loan Party if all of the Securities of such  Subsidiary  owned
by any  Group  Member  are Sold in a Sale  permitted  under  the Loan  Documents
(including  pursuant to a waiver or consent),  to the extent that,  after giving
effect to such Sale,  such  Subsidiary  would not be required  to  guaranty  any
Obligations pursuant to Section 7.10; and

            (b) any Lien held by the  Collateral  Agent for the  benefit  of the
Secured  Parties  against (i) any  Collateral  that is Sold by a Loan Party in a
Sale  permitted by the Loan Documents  (including  pursuant to a valid waiver or
consent),  to the extent  all Liens  required  to be granted in such  Collateral
pursuant to Section  7.10 after  giving  effect to such Sale have been  granted,
(ii) any property subject to a Lien permitted hereunder in reliance upon Section
8.2(d) or (e) and (iii) all of the  Collateral  and all Loan  Parties,  upon (A)
termination  of the  Commitments,  (B) payment and  satisfaction  in full of all
Loans, all L/C Reimbursement  Obligations and all other Obligations  (other than
contingent  indemnification  Obligations as to which no claim has been asserted)
that the Agents  have been  notified  in writing are then due and payable by the
holder of such  obligation,  (C) deposit of cash  collateral with respect to all
contingent Obligations (or, in the case of any L/C Obligation,  a back-up letter
of credit has been  issued),  in amounts  and on terms and  conditions  and with
parties  satisfactory  to the  Agents  and  each  Indemnitee  that is owed  such
Obligations  and (D) to the  extent  requested  by the  Agents,  receipt  by the
Secured  Parties of  liability  releases  from the Loan Parties each in form and
substance acceptable to the Agents.


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<PAGE>

Each Lender and L/C Issuer  hereby  directs the  Agents,  and the Agents  hereby
agree, upon receipt of reasonable  advance notice from the Borrower,  to execute
and  deliver or file such  documents  and to perform  other  actions  reasonably
necessary  to release  the  guaranties  and Liens when and as  directed  in this
Section 10.10.

      Section 10.11 Additional Secured Parties. The benefit of the provisions of
the Loan  Documents  directly  relating to the  Collateral  or any Lien  granted
thereunder  shall extend to and be available to any Secured  Party that is not a
Lender or L/C Issuer as long as, by accepting such benefits,  such Secured Party
agrees,  as among the Agents and all other  Secured  Parties,  that such Secured
Party is bound by (and, if requested by the Agents, shall confirm such agreement
in a writing in form and  substance  acceptable  to the Agents)  this Article X,
Section 11.8 (Right of Setoff),  Section 11.9  (Sharing of Payments) and Section
11.20  (Confidentiality)  and the  decisions  and  actions of the Agents and the
Required Lenders (or, where expressly required by the terms of this Agreement, a
greater  proportion  of the  Lenders)  to the same  extent a  Lender  is  bound;
provided,  however, that,  notwithstanding the foregoing, (a) such Secured Party
shall be bound by  Section  10.8 only to the  extent of  Liabilities,  costs and
expenses with respect to or otherwise  relating to the  Collateral  held for the
benefit of such Secured  Party,  in which case the  obligations  of such Secured
Party  thereunder  shall not be  limited  by any  concept  of Pro Rata  Share or
similar  concept,  (b)  except as set  forth  specifically  herein,  each of the
Agents,  the Lenders  and the L/C  Issuers  shall be entitled to act at its sole
discretion,  without regard to the interest of such Secured Party, regardless of
whether any Obligation to such Secured Party thereafter remains outstanding,  is
deprived of the benefit of the  Collateral,  becomes  unsecured  or is otherwise
affected or put in jeopardy  thereby,  and without any duty or liability to such
Secured Party or any such  Obligation  and (c) except as set forth  specifically
herein,  such Secured Party shall not have any right to be notified of,  consent
to, direct,  require or be heard with respect to, any action taken or omitted in
respect of the Collateral or under any Loan Document.

      Section  10.12  Titles.  Notwithstanding  anything else to the contrary in
this  Agreement  or any other Loan  Document,  no party hereto  designated  as a
documentation agent, a syndication agent, an arranger or a bookrunner shall have
any duties or  responsibilities  under this Agreement or any other Loan Document
nor any fiduciary duty to any Lender, L/C Issuer or any other Secured Party, and
no  implied  covenants,  functions,  responsibilities,  duties,  obligations  or
liabilities  shall be read into this  Agreement or otherwise  exist  against any
such documentation  agent,  syndication agent,  arranger or bookrunner,  in such
capacity.


                                   ARTICLE XI

                                  MISCELLANEOUS

      Section 11.1 Amendments,  Waivers,  Etc. (a) No amendment or waiver of any
provision  of any  Loan  Document  (other  than  the  Fee  Letter,  the  Control
Agreements, the L/C Reimbursement Agreements and the Secured Hedging Agreements)
and no consent to any departure by any Loan Party  therefrom  shall be effective
unless the same shall be in writing and signed (1) in the case of an  amendment,
consent or waiver to cure any ambiguity,  omission,  defect or  inconsistency or
granting a new Lien for the  benefit of the  Secured  Parties  or  extending  an
existing Lien over additional property,  by the Agents and the Borrower,  (2) in
the case of any other  waiver or  consent,  by the  Required  Lenders (or by the
Agents  with the  consent of the  Required  Lenders)  and (3) in the case of any
other  amendment,  by the Required Lenders (or by the Agents with the consent of
the Required Lenders), the Agents and the Borrower;  provided,  however, that no
amendment,  consent or waiver described in clause (2) or (3) above shall, unless
in writing and signed by each Lender directly affected thereby (or by the Agents
with the consent


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<PAGE>

of such Lender),  in addition to any other Person the signature
of which is  otherwise  required  pursuant to any Loan  Document,  do any of the
following:

                  (i) waive any condition  specified in Section 3.1,  except any
      condition referring to any other provision of any Loan Document;

                  (ii)  increase the  Commitment  of such Lender or subject such
      Lender to any additional obligation;

                  (iii)  reduce   (including   through   release,   forgiveness,
      assignment  or otherwise)  (A) the principal  amount of, the interest rate
      on, or any  obligation of the Borrower to repay (whether or not on a fixed
      date), any outstanding  Loan owing to such Lender,  (B) any fee or accrued
      interest  payable  to such  Lender or (C) if such  Lender  is a  Revolving
      Credit Lender,  any L/C Reimbursement  Obligation or any obligation of the
      Borrower to repay  (whether or not on a fixed date) any L/C  Reimbursement
      Obligation;  provided,  however,  that this clause (iii) does not apply to
      (x) any change to any provision increasing any interest rate or fee during
      the  continuance  of an Event of  Default  or to any  payment  of any such
      increase or (y) any  modification  to any financial  covenant set forth in
      Article V or in any  definition  set forth  therein  or  principally  used
      therein;

                  (iv) waive or postpone any  scheduled  maturity  date or other
      scheduled date fixed for the payment, in whole or in part, of principal of
      or interest  on any Loan or fee owing to such Lender or for the  reduction
      of such Lender's Commitment; provided, however, that this clause (iv) does
      not apply to any change to mandatory prepayments, including those required
      under Section 2.8, or to the application of any payment,  including as set
      forth in Section 2.12 (b)

                  (v)  except as  provided  in  Section  10.10,  release  all or
      substantially  all of the Collateral or any Guarantor from its guaranty of
      any Obligation of the Borrower;

                  (vi) reduce or increase the proportion of Lenders required for
      the Lenders (or any subset thereof) to take any action hereunder or change
      the definition of the terms "Required Lenders", "Required Revolving Credit
      Lenders" "Pro Rata Share" or "Pro Rata Outstandings"; or

                  (vii)  amend   Section   10.10   (Release  of   Collateral  or
      Guarantor), Section 11.9 (Sharing of Payments) or this Section 11.1;

and provided, further, that (x) no amendment, waiver or consent shall affect the
rights or duties  under any Loan  Document of, or any payment to, the Agents (or
otherwise  modify any provision of Article X or the  application  thereof),  the
Swingline  Lender,  any L/C  Issuer or any SPV that has been  granted  an option
pursuant to Section  11.2(f)  unless in writing  and signed by the  Agents,  the
Swingline  Lender,  such L/C Issuer or, as the case may be, such SPV in addition
to any signature  otherwise  required and (y) the consent of the Borrower  shall
not be required to change any order of priority set forth in Section 2.12(c). No
amendment,  modification  or  waiver  of this  Agreement  or any  Loan  Document
altering the ratable  treatment of  Obligations  arising under  Secured  Hedging
Agreement  resulting  in such  Obligations  being  junior in right of payment to
principal of the Loans or resulting in Obligations  owing to any Secured Hedging
Counterparty  being  unsecured  (other than releases of Liens in accordance with
the terms  hereof),  in each case in a manner  adverse  to any  Secured  Hedging
Counterparty,  shall be  effective  without the written


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consent  of such  Secured  Hedging  Counterparty  or,  in the case of a  Secured
Hedging Agreement provided or arranged by the Agents or a Lender or an Affiliate
of the Agents or a Lender, the Agents or such Lender.

            (b)  Each  waiver  or  consent  under  any  Loan  Document  shall be
effective only in the specific  instance and for the specific  purpose for which
it was given.  No notice to or demand on any Loan Party  shall  entitle any Loan
Party to any notice or demand in the same,  similar or other  circumstances.  No
failure  on the  part  of any  Secured  Party  to  exercise,  and  no  delay  in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any
single or  partial  exercise  of any such  right  preclude  any other or further
exercise thereof or the exercise of any other right.

      Section 11.2 Assignments and  Participations;  Binding Effect. (a) Binding
Effect.  This Agreement shall become  effective when it shall have been executed
by Borrower and the Agents and when the Agents shall have been  notified by each
Lender  and  L/C  Issuer  that  such  Lender  or L/C  Issuer  has  executed  it.
Thereafter,  it shall be binding  upon and inure to the  benefit of, but only to
the benefit of,  Borrower (in each case except for Article X), the Agents,  each
Lender and L/C Issuer and, to the extent  provided in Section 10.11,  each other
Indemnitee and Secured Party and, in each case, their respective  successors and
permitted assigns.  Except as expressly provided in any Loan Document (including
in Section 10.9), none of Borrower,  any L/C Issuer or the Agents shall have the
right to assign any rights or obligations hereunder or any interest herein.

            (b) Right to Assign.  Each Lender may sell,  transfer,  negotiate or
assign all or a portion of its rights and obligations  hereunder  (including all
or a portion of its Commitments  and its rights and obligations  with respect to
Loans and Letters of Credit) to (i) any existing  Lender,  (ii) any Affiliate or
Approved Fund of any existing Lender or (iii) any other Person acceptable to the
Agents and, as long as no Event of Default is  continuing,  the  Borrower  (such
consent to be unreasonably withheld, conditioned or delayed); provided, however,
that (w) such Sales do not have to be ratable between the Facilities but must be
ratable among the obligations owing to and owed by such Lender with respect to a
Facility,  (x) for each Facility,  the aggregate  outstanding  principal  amount
(determined as of the effective date of the applicable Assignment) of the Loans,
Commitments and L/C  Obligations  subject to any such Sale shall be in a minimum
amount  of  $1,000,000,  unless  such Sale is made to an  existing  Lender or an
Affiliate  or  Approved  Fund  of any  existing  Lender,  is of  the  assignor's
(together  with its  Affiliates  and  Approved  Funds)  entire  interest in such
Facility or is made with the prior  consent of the Borrower and the Agents,  and
(y) so long as no Event of  Default is  continuing,  no such Sale may be made to
Persons  identified on Schedule 11.2 or their Control  Investment  Affiliates so
long as any such Persons are, in the good faith  determination  of the Borrower,
investors in the Borrower's competitors.

            (c)  Procedure.  The parties to each Sale made in reliance on clause
(b) above (other than those  described  in the last  sentence of this clause (c)
and in clauses  (e) or (f) below)  shall  execute  and  deliver to the Agents an
Assignment evidencing such Sale, together with any existing Note subject to such
Sale (or any affidavit of loss therefor acceptable to the Agents), any tax forms
required  to  be  delivered  pursuant  to  Section  2.17(f)  and  payment  of an
assignment fee in the amount of $3,500,  provided that (1) if a Sale by a Lender
is made to a Lender,  or an  Affiliate  or an  Approved  Fund of such  assigning
Lender,  then no assignment  fee shall be due in connection  with such Sale, and
(2) if a Sale by a Lender is made to an  assignee  that is not a  Lender,  or an
Affiliate or Approved Fund of such assignor  Lender,  and concurrently to one or
more Affiliates or Approved Funds of such assignee, then only one assignment fee
of $3,500


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<PAGE>

shall be due in connection  with such Sale.  Upon receipt of all the  foregoing,
and conditioned  upon such receipt and, if such assignment is made in accordance
with Section  11.2(b)(iii),  upon the Agents (and the Borrower,  if  applicable)
consenting to such  Assignment,  from and after the effective  date specified in
such Assignment,  the Administrative  Agent shall record or cause to be recorded
in the Register the information  contained in such  Assignment.  Notwithstanding
anything to the contrary contained in this Section 11.2, a Lender may assign any
or all of its rights under the Loan  Documents to an Affiliate of such Lender or
an Approved Fund of such Lender without  delivering an Assignment and Acceptance
to the Agents or to any other Person (a "Related Party  Assignment");  provided,
however, that (1) the Borrower and the Administrative Agent may continue to deal
solely and directly  with such  assigning  Lender until an  Assignment  has been
delivered to the Administrative  Agent for recordation on the Register,  (2) the
Collateral  Agent may continue to deal solely and directly  with such  assigning
Lender until  receipt by the  Collateral  Agent of a copy of the fully  executed
Assignment, (3) the failure of such assigning Lender to deliver an Assignment to
the Agents shall not affect the legality,  validity,  or binding  effect of such
assignment,  and (4) an Assignment and Acceptance  between the assigning  Lender
and an  Affiliate  of such  Lender or a  Related  Fund of such  Lender  shall be
effective  as of the  date  specified  in such  Assignment  and  Acceptance  and
recordation  on the Related Party  Register  referred to in the last sentence of
Section 2.14(b).

            (d) Effectiveness.  Subject to the recording of an Assignment by the
Administrative  Agent in the  Register  pursuant  to  Section  2.14(b),  (i) the
assignee  thereunder  shall become a party hereto and, to the extent that rights
and  obligations  under the Loan  Documents  have been assigned to such assignee
pursuant to such Assignment,  shall have the rights and obligations of a Lender,
(ii) any  applicable  Note shall be  transferred  to such assignee  through such
entry and (iii) the  assignor  thereunder  shall,  to the extent that rights and
obligations  under this  Agreement  have been  assigned  by it  pursuant to such
Assignment, relinquish its rights (except for those surviving the termination of
the Commitments and the payment in full of the Obligations) and be released from
its obligations under the Loan Documents, other than those relating to events or
circumstances  occurring  prior  to  such  assignment  (and,  in the  case of an
Assignment covering all or the remaining portion of an assigning Lender's rights
and obligations under the Loan Documents,  such Lender shall cease to be a party
hereto except that each Lender agrees to remain bound by Article X, Section 11.8
(Right of Setoff) and Section 11.9 (Sharing of Payments) to the extent  provided
in Section 10.11 (Additional Secured Parties)).

            (e) Grant of Security  Interests.  In  addition to the other  rights
provided in this Section 11.2, each Lender may grant a security  interest in, or
otherwise assign as collateral, any of its rights under this Agreement,  whether
now owned or hereafter  acquired  (including  rights to payments of principal or
interest on the Loans),  to (A) any federal reserve bank (pursuant to Regulation
A of the Federal Reserve Board),  without notice to the Agents or (B) any holder
of, or trustee for the benefit of the holders of, such  Lender's  Securities  by
notice to the Agents; provided, however, that no such holder or trustee, whether
because of such grant or  assignment  or any  foreclosure  thereon  (unless such
foreclosure is made through an assignment in accordance  with clause (b) above),
shall be  entitled  to any rights of such  Lender  hereunder  and no such Lender
shall be relieved of any of its obligations hereunder.

            (f)  Participants and SPVs. In addition to the other rights provided
in this Section 11.2,  each Lender may, (x) with notice to the Agents,  grant to
an SPV the  option to make all or any part of any Loan that  such  Lender  would
otherwise be required to make hereunder (and the exercise of such option by such
SPV and the making of Loans  pursuant  thereto shall  satisfy the  obligation of
such Lender to make such Loans hereunder) and such SPV may assign to such Lender
the right to receive  payment  with  respect to any  Obligation  and (y) without
notice to or


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consent  from the Agents or the  Borrower,  sell  participations  to one or more
Persons in or to all or a portion of its rights and  obligations  under the Loan
Documents  (including  all its rights and  obligations  with respect to the Term
Loans, Revolving Loans and Letters of Credit); provided,  however, that, whether
as a result of any term of any Loan Document or of such grant or  participation,
(i) no such SPV or  participant  shall have a  commitment,  or be deemed to have
made an offer to commit, to make Loans hereunder, and, except as provided in the
applicable  option  agreement,  none shall be liable for any  obligation of such
Lender hereunder, (ii) such Lender's rights and obligations,  and the rights and
obligations  of the Loan  Parties and the Secured  Parties  towards such Lender,
under any Loan Document shall remain unchanged and each other party hereto shall
continue to deal solely with such  Lender,  which shall remain the holder of the
Obligations in the Register, except that (A) each such participant and SPV shall
be entitled to the benefit of Sections 2.16 (Breakage  Costs;  Increased  Costs;
Capital  Requirements) and 2.17 (Taxes), but only to the extent such participant
or SPV  delivers  the tax forms such Lender is  required to deliver  pursuant to
Section  2.17(f) and (B) each such SPV may  receive  other  payments  that would
otherwise be made to such Lender with respect to Loans funded by such SPV to the
extent  provided in the  applicable  option  agreement and set forth in a notice
provided to the Agents by such SPV and such Lender,  provided,  however, that in
no  case  (including  pursuant  to  clause  (A) or (B)  above)  shall  an SPV or
participant have the right to enforce any of the terms of any Loan Document, and
(iii) the  consent  of such SPV or  participant  shall not be  required  (either
directly,  as a  restraint  on such  Lender's  ability to consent  hereunder  or
otherwise)  for any  amendments,  waivers or consents  with  respect to any Loan
Document  or to exercise or refrain  from  exercising  any powers or rights such
Lender may have under or in respect of the Loan  Documents  (including the right
to enforce or direct enforcement of the Obligations), except for those described
in clauses (iii) and (iv) of Section  11.1(a) with respect to amounts,  or dates
fixed for payment of amounts,  to which such  participant or SPV would otherwise
be entitled  and, in the case of  participants,  except for those  described  in
Section 11.1(a)(v) (or amendments,  consents and waivers with respect to Section
10.10 to release all or substantially  all of the  Collateral).  No party hereto
shall  institute  (and the  Borrower  shall  cause  each other Loan Party not to
institute)  against any SPV grantee of an option pursuant to this clause (f) any
bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior
to the date  that is one  year  and one day  after  the  payment  in full of all
outstanding  commercial paper of such SPV; provided,  however,  that each Lender
having designated an SPV as such agrees to indemnify each Indemnitee against any
Liability  that may be incurred by, or asserted  against,  such  Indemnitee as a
result of failing  to  institute  such  proceeding  (including  a failure to get
reimbursed by such SPV for any such  Liability).  The agreement in the preceding
sentence  shall survive the  termination of the  Commitments  and the payment in
full of the Obligations.

      Section 11.3 Costs and Expenses.  Any action taken by any Loan Party under
or with respect to any Loan  Document,  even if required under any Loan Document
or at the reasonable  request of any Secured  Party,  shall be at the expense of
such Loan Party,  and no Secured Party shall be required under any Loan Document
to  reimburse  any Loan  Party or Group  Member  therefor  except  as  expressly
provided  therein.  In addition,  the Borrower  agrees to pay or reimburse  upon
demand  (a) the  Agents  for all  reasonable  out-of-pocket  costs and  expenses
incurred  by them  or any of  their  Related  Persons  in  connection  with  the
investigation,  development,  preparation,  negotiation, syndication, execution,
interpretation  or  administration  of,  any  modification  of  any  term  of or
termination of, any Loan Document,  any commitment or proposal letter  therefor,
any other  document  prepared in connection  therewith or the  consummation  and
administration  of any  transaction  contemplated  therein  (including  periodic
audits in connection  therewith and environmental  audits and  assessments),  in
each case including the reasonable fees,  charges and disbursements of one legal
counsel  (including  local and special  counsel) to the Agents and such  Related
Persons (and, in respect of the negotiation of this


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<PAGE>

Agreement  and the other  Loan  Documents,  the  reasonable  fees,  charges  and
disbursements  of one additional  legal counsel to the Collateral Agent incurred
on or prior to the date hereof in an  aggregate  amount not to exceed such limit
as is separately agreed between the Collateral Agent and the Borrower) and fees,
charges and  disbursements  of the auditors,  appraisers,  printers and other of
their  Related  Persons  retained by or on behalf of any of them or any of their
Related Persons,  (b) the Agents for all reasonable costs and expenses  incurred
by them or any of their  Related  Persons  in  connection  with  internal  audit
reviews,  field  examinations  and  Collateral   examinations  (which  shall  be
reimbursed,  in  addition  to the  out-of-pocket  costs  and  expenses  of  such
examiners,  at the per diem rate per individual  charged by the Agents for their
examiners) and (c) each of the Agents,  their Related  Persons,  and each Lender
and L/C Issuer for all costs and expenses  incurred in  connection  with (i) any
refinancing or restructuring of the credit  arrangements  provided  hereunder in
the nature of a "work-out",  (ii) any amendment,  modification or administration
of any Loan Document while an Event of Default exists,  (iii) the enforcement or
preservation  of any right or remedy under any Loan  Document,  any  Obligation,
with respect to the  Collateral or any other related right or remedy or (iv) the
commencement,  defense,  conduct of, intervention in, or the taking of any other
action with respect to, any  proceeding  (including any bankruptcy or insolvency
proceeding)  related to any Group Member,  Loan Document,  Obligation or Related
Transaction  (or the response to and preparation for any subpoena or request for
document  production  relating  thereto),  including fees and  disbursements  of
counsel (including allocated costs of internal counsel).

      Section 11.4  Indemnities.  (a) The  Borrower  agrees to  indemnify,  hold
harmless  and defend each Agent,  each  Lender,  each L/C Issuer,  each  Secured
Hedging  Counterparty,  each Person that each L/C Issuer causes to Issue Letters
of Credit  hereunder  and each of their  respective  Related  Persons (each such
Person  being an  "Indemnitee")  from and  against  all  Liabilities  (including
brokerage  commissions,  fees and other  compensation)  that may be imposed  on,
incurred by or asserted against any such Indemnitee in any matter relating to or
arising out of, in connection with or as a result of (i) any Loan Document,  any
Related  Document,  any  Disclosure  Document,  any Obligation (or the repayment
thereof),  any Letter of Credit,  the use or intended use of the proceeds of any
Loan or the  use of any  Letter  of  Credit,  any  Related  Transaction,  or any
securities filing of, or with respect to, any Group Member,  (ii) any commitment
letter,  proposal  letter  or term  sheet  with any  Person  or any  Contractual
Obligation,  arrangement or understanding with any broker, finder or consultant,
in each case entered  into by or on behalf of any Group Member or any  Affiliate
of any of them in  connection  with  any of the  foregoing  and any  Contractual
Obligation  entered into in connection  with any  E-Systems or other  Electronic
Transmissions,  (iii) any actual or  prospective  investigation,  litigation  or
other  proceeding,  whether or not brought by any such  Indemnitee or any of its
Related  Persons,   any  holders  of  Securities  or  creditors  (and  including
attorneys'  fees in any  case),  whether  or not any  such  Indemnitee,  Related
Person,  holder or creditor is a party thereto,  and whether or not based on any
securities or commercial  law or regulation or any other  Requirement  of Law or
theory thereof,  including common law, equity,  contract,  tort or otherwise, or
(iv) any other act, event or transaction  related,  contemplated in or attendant
to any of the foregoing  (collectively,  the "Indemnified  Matters");  provided,
however,  that the Borrower shall not have any liability under this Section 11.4
to any  Indemnitee  with respect to any  Indemnified  Matter,  and no Indemnitee
shall have any liability with respect to any  Indemnified  Matter other than (to
the extent  otherwise  liable),  to the extent such  liability  (i) has resulted
primarily from the gross negligence or willful  misconduct of such Indemnitee as
determined  by a court  of  competent  jurisdiction  in a  final  non-appealable
judgment  or order or (ii)  relates  to  taxes,  for  which  indemnification  is
provided (or not provided) in Section 2.17. Furthermore, the Borrower waives and
agrees not to assert  against  any  Indemnitee,  and shall cause each other Loan
Party to waive and not assert against any Indemnitee,  any right of contribution
with respect to any Liabilities  that may be imposed on,


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incurred by or asserted against any Related Person. The foregoing provisions for
indemnification  are not intended to include those costs and expenses  described
in Section 11.03, the reimbursement of which is controlled by such Section.

            (b) Without limiting the foregoing,  "Indemnified  Matters" includes
all  Environmental  Liabilities,  including  those  arising  from,  or otherwise
involving,  any  property  of any  Related  Person  or any  actual,  alleged  or
prospective damage to property or natural resources or harm or injury alleged to
have  resulted  from any Release of  Hazardous  Materials  on, upon or into such
property  or natural  resource  or any  property  on or  contiguous  to any real
property  of any  Related  Person,  whether  or not,  with  respect  to any such
Environmental  Liabilities,  any  Indemnitee  is a  mortgagee  pursuant  to  any
leasehold mortgage, a mortgagee in possession,  the successor-in-interest to any
Related  Person or the owner,  lessee or operator of any property of any Related
Person through any foreclosure action,  except, in the case above, to the extent
such  Environmental  Liabilities  (i) arise solely from events  occurring in the
first instance on or after the date of foreclosure, which are not related to and
do not arise from circumstances existing prior to foreclosure,  and (ii) (A) are
incurred  solely  following  foreclosure  by any Secured  Party or following any
Secured Party having become the  successor-in-interest  to any Loan Party or (B)
are attributable  solely to acts of such Indemnitee and have resulted  primarily
from the gross negligence or willful misconduct of such Indemnitee as determined
by a court of  competent  jurisdiction  in a final  non-appealable  judgment  or
order.

      Section 11.5 Survival. Any indemnification or other protection provided to
any Indemnitee pursuant to any Loan Document (including pursuant to Section 2.17
(Taxes),  Section 2.16 (Breakage Costs;  Increased Costs; Capital Requirements),
Article  X (The  Agents),  Section  11.3  (Costs  and  Expenses),  Section  11.4
(Indemnities) or this Section 11.5) and all  representations and warranties made
in any Loan Document shall (A) survive the  termination of the  Commitments  and
the  payment in full of other  Obligations  and (B) inure to the  benefit of any
Person that at any time held a right  thereunder (as an Indemnitee or otherwise)
and,  thereafter,  its successors and permitted assigns (to the extent permitted
hereunder).

      Section 11.6  Limitation  of Liability  for Certain  Damages.  In no event
shall any  Indemnitee  be liable on any  theory of  liability  for any  special,
indirect,  consequential  or punitive  damages  (including  any loss of profits,
business or  anticipated  savings).  The Borrower  hereby  waives,  releases and
agrees (and shall  cause each other Loan Party to waive,  release and agree) not
to sue upon any such claim for any special, indirect,  consequential or punitive
damages,  whether or not accrued and whether or not known or  suspected to exist
in its favor.

      Section 11.7  Lender-Creditor  Relationship.  The relationship between the
Lenders,  the L/C Issuers and the Agents, on the one hand, and the Loan Parties,
on the other hand, is solely that of lender and  creditor.  No Secured Party has
any  fiduciary  relationship  or duty to any  Loan  Party  arising  out of or in
connection with, and there is no agency,  tenancy or joint venture  relationship
between the Secured Parties and the Loan Parties by virtue of, any Loan Document
or any transaction contemplated therein.

      Section 11.8 Right of Setoff.  Each of the Agents,  each Lender,  each L/C
Issuer and each Affiliate  (including each branch office thereof) of any of them
is hereby  authorized,  without notice or demand (each of which is hereby waived
to the extent permitted by Requirement of Law by the Borrower),  at any time and
from time to time  during the  continuance  of any Event of  Default  and to the
fullest extent permitted by applicable Requirements of Law, to set off and apply
any and all deposits (whether general or special, time or demand, provisional or
final) at any time held and other  Indebtedness,  claims or other obligations at
any time  owing by the


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Agents, such Lender, such L/C Issuer or any of their respective Affiliates to or
for the credit or the account of Borrower or the Borrower against any Obligation
of any Loan Party now or hereafter existing,  whether or not any demand was made
under any Loan  Document  with respect to such  Obligation  and even though such
Obligation may be unmatured. Each of the Agents, each Lender and each L/C Issuer
agrees  promptly to notify the Borrower and the Agents after any such setoff and
application made by such Lender or its Affiliates;  provided,  however, that the
failure to give such  notice  shall not affect the  validity  of such setoff and
application.  The rights  under this  Section  11.8 are in addition to any other
rights and remedies  (including  other  rights of setoff)  that the Agents,  the
Lenders and the L/C Issuers and their  Affiliates and other Secured  Parties may
have.

      Section 11.9 Sharing of Payments,  Etc. If any Lender, directly or through
an Affiliate or branch office thereof,  obtains any payment of any Obligation of
any Loan Party  (whether  voluntary,  involuntary or through the exercise of any
right of setoff or the receipt of any Collateral or "proceeds" (as defined under
the  applicable  UCC) of  Collateral)  other  than  pursuant  to  Sections  2.16
(Breakage Costs; Increased Costs; Capital  Requirements),  2.17 (Taxes) and 2.18
(Substitution  of Lenders) and such payment exceeds the amount such Lender would
have been entitled to receive if all payments had gone to, and been  distributed
by, the  Administrative  Agent in  accordance  with the  provisions  of the Loan
Documents,  such Lender shall purchase for cash from other Secured  Parties such
participations  in their  Obligations as necessary for such Lender to share such
excess  payment with such  Secured  Parties to ensure such payment is applied as
though  it had  been  received  by  the  Administrative  Agent  and  applied  in
accordance  with this  Agreement (or, if such  application  would then be at the
discretion  of the  Borrower,  applied to repay the  Obligations  in  accordance
herewith); provided, however, that (a) if such payment is rescinded or otherwise
recovered  from such  Lender or L/C  Issuer in whole or in part,  such  purchase
shall be rescinded  and the purchase  price  therefor  shall be returned to such
Lender or L/C Issuer without  interest and (b) such Lender shall, to the fullest
extent permitted by applicable  Requirements of Law, be able to exercise all its
rights  of  payment  (including  the  right  of  setoff)  with  respect  to such
participation  as  fully  as if such  Lender  were the  direct  creditor  of the
Borrower in the amount of such participation.

      Section 11.10  Marshaling;  Payments Set Aside.  No Secured Party shall be
under any  obligation  to marshal any property in favor of any Loan Party or any
other party or against or in payment of any  Obligation.  To the extent that any
Secured  Party  receives a payment from the  Borrower,  from the proceeds of the
Collateral, from the exercise of its rights of setoff, any enforcement action or
otherwise,  and such payment is subsequently,  in whole or in part, invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to
a trustee, receiver or any other party, then to the extent of such recovery, the
obligation or part thereof originally  intended to be satisfied,  and all Liens,
rights and remedies  therefor,  shall be revived and continued in full force and
effect as if such payment had not occurred.

      Section 11.11 Notices.  (a)  Addresses.  All notices,  demands,  requests,
directions and other communications  required or expressly authorized to be made
by this  Agreement  shall,  whether or not specified to be in writing but unless
otherwise  expressly  specified  to be given  by any  other  means,  be given in
writing and (i) addressed to (A) if to the Borrower, as provided for on Schedule
II, (B) if to the  Administrative  Agent or the Swingline  Lender,  to Churchill
Financial LLC, 400 Park Avenue, Suite 1510, New York NY 10022, Attention:  Carey
Davidson,  Account  Manager,  Tel:  212-763-4640,  with copy to Paul,  Hastings,
Janofsky & Walker LLP, 75 East 55th Street, New York, New York 10022, Attention:
Mario J. Ippolito,  Tel: (212)  318-6000,  Fax:  (212)  319-4090,  (C) if to the
Collateral  Agent,  to Ableco Finance LLC, c/o Cerberus  Capital  Management 299
Park Avenue,  New York NY 10171 Attention:  Keith Read,  Account  Manager,


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Tel:  (212)  891-2100,  with copy to Schulte Roth & Zabel LLP, 919 Third Avenue,
New York, New York 10022,  Attention:  Eliot Relles,  Tel: (212) 756-2000,  Fax:
(212)593-5955,  and (D)  otherwise  to the party to be  notified  at its address
specified  opposite  its name on  Schedule  II or on the  signature  page of any
applicable  Assignment,  (ii) posted to Intralinks(R) (to the extent such system
is available  and set up by or at the  direction of the Agents prior to posting)
in an appropriate location by uploading such notice, demand, request,  direction
or other communication to www.intralinks.com, (iii) posted to any other E-System
set up by or at the direction of the Agents in an  appropriate  location or (iv)
addressed to such other  address as shall be notified in writing (A) in the case
of the  Borrower,  the Agents and the  Swingline  Lender,  to the other  parties
hereto and (B) in the case of all other parties, to the Borrower and the Agents.
Transmission by electronic mail (including facsimile, even if transmitted to the
fax numbers set forth in clause (i) above) shall not be  sufficient or effective
to transmit any such notice under this clause (a) unless such transmission is an
available means to post to any E-System.

            (b) Effectiveness.  All communications described in clause (a) above
and all  other  notices,  demands,  requests  and other  communications  made in
connection  with this  Agreement  shall be effective  and be deemed to have been
received (i) if delivered by hand, upon personal delivery,  (ii) if delivered by
overnight  courier  service,  one  Business  Day after  delivery to such courier
service,  (iii) if  delivered  by mail,  when  deposited  in the mails,  (iv) if
delivered  by  facsimile  (other than to post to an E-System  pursuant to clause
(a)(ii) or (a)(iii)  above),  upon sender's  receipt of  confirmation  of proper
transmission,  and (v) if delivered by posting to any  E-System  (including  any
facsimile so posted), on the later of the date of such posting in an appropriate
location  and the date access to such  posting  (and  notice of such  access) is
given to the  recipient  thereof  in  accordance  with the  standard  procedures
applicable to such E-System;  provided,  however,  that no communications to the
Agents  pursuant to Article II or Article X shall be effective until received by
the Agents.

      Section 11.12 Electronic Transmissions. (a) Authorization.  Subject to the
provisions of Section 11.11(a),  each of the Agents, the Borrower,  the Lenders,
the L/C  Issuers  and each of  their  Related  Persons  is  authorized  (but not
required)  to  transmit,  post or  otherwise  make or  communicate,  in its sole
discretion,  Electronic  Transmissions  in connection with any Loan Document and
the  transactions  contemplated  therein.  Each of the Borrower and each Secured
Party hereby  acknowledges  and agrees,  and the Borrower shall cause each other
Group Member to acknowledge and agree, that the use of Electronic  Transmissions
is not  necessarily  secure and that there are risks  associated  with such use,
including  risks of  interception,  disclosure  and abuse and each  indicates it
assumes  and  accepts  such  risks by hereby  authorizing  the  transmission  of
Electronic Transmissions.

            (b)  Signatures.  Subject to the  provisions  of  Section  11.11(a),
(i)(A) no posting to any E-System shall be denied legal effect merely because it
is made electronically, (B) each E-Signature on any such posting shall be deemed
sufficient  to  satisfy  any  requirement  for a  "signature"  and (C) each such
posting shall be deemed  sufficient to satisfy any  requirement for a "writing",
in each case including pursuant to any Loan Document,  any applicable  provision
of any UCC, the federal  Uniform  Electronic  Transactions  Act, the  Electronic
Signatures in Global and National Commerce Act and any substantive or procedural
Requirement of Law governing such subject matter, (ii) each such posting that is
not  readily  capable of  bearing  either a  signature  or a  reproduction  of a
signature  may be  signed,  and  shall be deemed  signed,  by  attaching  to, or
logically associating with such posting, an E-Signature, upon which each Secured
Party and Loan Party may rely and assume the  authenticity  thereof,  (iii) each
such  posting  containing  a  signature,  a  reproduction  of a signature  or an
E-Signature shall, for all intents and purposes, have the same effect and weight
as a signed  paper  original and (iv) each party  hereto or  beneficiary  hereto


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<PAGE>

agrees not to contest  the  validity  or  enforceability  of any  posting on any
E-System  or  E-Signature  on any  such  posting  under  the  provisions  of any
applicable  Requirement of Law requiring  certain  documents to be in writing or
signed;  provided,  however,  that  nothing  herein  shall limit such party's or
beneficiary's   right  to  contest  whether  any  posting  to  any  E-System  or
E-Signature has been altered after transmission.

            (c) Separate  Agreements.  All uses of an E-System shall be governed
by and subject to, in addition to Section 11.11 and this Section 11.12, separate
terms  and  conditions  posted  or  referenced  in  such  E-System  and  related
Contractual  Obligations  executed  by  Secured  Parties  and Group  Members  in
connection with the use of such E-System.

            (d)   Limitation   of  Liability.   All  E-Systems  and   Electronic
Transmissions  shall be provided "as is" and "as  available".  None of Agents or
any of their Related Persons warrants the accuracy,  adequacy or completeness of
any E-Systems or Electronic  Transmission,  and each disclaims all liability for
errors or  omissions  therein.  No Warranty of any kind is made by the Agents or
any of their  Related  Persons in  connection  with any  E-Systems or Electronic
Communication,  including  any  warranty  of  merchantability,   fitness  for  a
particular  purpose,  non-infringement  of  third-party  rights or freedom  from
viruses or other code  defects.  Each of the  Borrower  and each  Secured  Party
agrees  (and the  Borrower  shall cause each other Loan Party to agree) that the
Agents have no  responsibility  for  maintaining  or  providing  any  equipment,
software,  services or any testing  required in connection  with any  Electronic
Transmission or otherwise required for any E-System.

      Section 11.13 Governing Law. This Agreement, each other Loan Document that
does not expressly set forth its applicable  law, and the rights and obligations
of the  parties  hereto and  thereto  shall be governed  by, and  construed  and
interpreted in accordance with, the law of the State of New York.

      Section 11.14  Jurisdiction.  (a)  Submission to  Jurisdiction.  Any legal
action or  proceeding  with  respect to any Loan  Document may be brought in the
courts of the State of New York  located  in the City of New  York,  Borough  of
Manhattan,  or of the United States of America for the Southern  District of New
York and, by execution  and  delivery of this  Agreement,  the  Borrower  hereby
accepts   for   itself  and  in  respect   of  its   property,   generally   and
unconditionally,  the jurisdiction of the aforesaid  courts.  The parties hereto
(and, to the extent set forth in any other Loan Document, each other Loan Party)
hereby irrevocably waive any objection, including any objection to the laying of
venue or based on the grounds of forum non conveniens,  that any of them may now
or  hereafter  have to the  bringing  of any such action or  proceeding  in such
jurisdictions.

            (b) Service of Process.  The Borrower  (and, to the extent set forth
in any other Loan  Document,  each other Loan Party) hereby  irrevocably  waives
personal  service  of any and all  legal  process,  summons,  notices  and other
documents  and other service of process of any kind and consents to such service
in any suit,  action or proceeding  brought in the United States of America with
respect to or otherwise  arising out of or in connection  with any Loan Document
by any means  permitted  by  applicable  Requirements  of Law,  including by the
mailing  thereof (by  registered  or  certified  mail,  postage  prepaid) to the
address of the Borrower  specified in Section 11.11 (and shall be effective when
such mailing shall be effective, as provided therein). The Borrower (and, to the
extent set forth in any other Loan Document,  each other Loan Party) agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law.


                                      100
<PAGE>

            (c)  Non-Exclusive  Jurisdiction.  Nothing contained in this Section
11.14 shall affect the right of the Agents or any Lender to serve process in any
other  manner  permitted by  applicable  Requirements  of Law or commence  legal
proceedings  or  otherwise   proceed   against  any  Loan  Party  in  any  other
jurisdiction.

      Section 11.15 Waiver of Jury Trial.  EACH PARTY HERETO HEREBY  IRREVOCABLY
WAIVES  TRIAL BY JURY IN ANY SUIT,  ACTION OR  PROCEEDING  WITH  RESPECT  TO, OR
DIRECTLY OR  INDIRECTLY  ARISING OUT OF, UNDER OR IN CONNECTION  WITH,  ANY LOAN
DOCUMENT OR THE  TRANSACTIONS  CONTEMPLATED  THEREIN OR RELATED THERETO (WHETHER
FOUNDED IN CONTRACT,  TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO OTHER PARTY AND NO RELATED  PERSON OF ANY OTHER  PARTY HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH  OTHER  PARTY  WOULD  NOT,  IN THE EVENT OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)  ACKNOWLEDGES  THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS,
AS APPLICABLE, BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15.

      Section 11.16 Severability.  Any provision of any Loan Document being held
illegal,  invalid or unenforceable in any jurisdiction shall not affect any part
of such  provision  not  held  illegal,  invalid  or  unenforceable,  any  other
provision  of any Loan  Document  or any  part of such  provision  in any  other
jurisdiction.

      Section 11.17 Execution in Counterparts. This Agreement may be executed in
any number of counterparts  and by different  parties in separate  counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which taken together  shall  constitute  one and the same  agreement.  Signature
pages may be detached  from  multiple  separate  counterparts  and attached to a
single counterpart.  Delivery of an executed signature page of this Agreement by
facsimile  transmission  or  Electronic  Transmission  shall be as  effective as
delivery of a manually executed counterpart hereof.

      Section  11.18  Entire  Agreement.  The Loan  Documents  embody the entire
agreement of the parties and supersede all prior  agreements and  understandings
relating  to the  subject  matter  thereof  and any prior  letter  of  interest,
commitment letter, fee letter,  confidentiality and similar agreements involving
any Loan  Party and any of the  Agents,  any  Lender or any L/C Issuer or any of
their respective  Affiliates  relating to a financing of  substantially  similar
form,  purpose or effect. In the event of any conflict between the terms of this
Agreement and any other Loan Document,  the terms of this Agreement shall govern
(unless  such terms of such other Loan  Documents  are  necessary to comply with
applicable  Requirements  of Law, in which case such terms  shall  govern to the
extent necessary to comply therewith).

      Section 11.19 Use of Name. The Borrower agrees, and shall cause each other
Loan  Party to agree,  that it shall  not,  and none of its  Affiliates  that it
controls shall,  issue any press release or other public  disclosure (other than
any document filed with any Governmental Authority relating to a public offering
of the Securities of any Loan Party) using the name, logo or otherwise referring
to Churchill or Ableco or of any of their Affiliates,  the Loan Documents or any
transaction  contemplated therein to which the Secured Parties are party without
at least  two (2)  Business  Days'  prior  notice to  Churchill  or  Ableco,  as
applicable, and without the prior consent of Churchill or Ableco, as applicable,
except to the extent  required  to do so under  applicable  Requirements  of Law
(provided that the Borrower shall use commercially  reasonable efforts to permit
Churchill or Ableco, as applicable, to review such disclosure).


                                      101
<PAGE>

      Section 11.20 Non-Public Information; Confidentiality. (a) Each Lender and
L/C Issuer  acknowledges  and agrees  that it may  receive  material  non-public
information  hereunder  concerning  the Loan  Parties and their  Affiliates  and
Securities and agrees to use such  information  in compliance  with all relevant
policies,  procedures and Contractual Obligations and applicable Requirements of
Laws (including United States federal and state security laws and regulations).

            (b) Each Lender,  L/C Issuer and the Agents (on behalf of itself and
its  Related  Persons)  agrees to use all  reasonable  efforts to  maintain,  in
accordance with its customary practices for handling confidential information of
this nature, the  confidentiality of information  obtained by it pursuant to any
Loan  Document,  except  that such  information  may be  disclosed  (i) with the
Borrower's  consent,  (ii) to Related Persons of such Lender,  L/C Issuer or the
Agents, as the case may be, or to any Person that any L/C Issuer causes to Issue
Letters of Credit hereunder, that are advised of the confidential nature of such
information and are instructed to keep such information  confidential,  (iii) to
the extent such information  presently is or hereafter becomes available to such
Lender,  L/C  Issuer or the  Agents,  as the case may be, on a  non-confidential
basis from a source other than any Loan Party or any other Related Persons, (iv)
to the extent disclosure is required by applicable  Requirements of Law or other
legal process or requested or demanded by any Governmental Authority, (v) to the
extent  necessary or customary for inclusion in league table  measurements or in
any tombstone or other  advertising  materials (and the Loan Parties  consent to
the publication of such tombstone or other advertising  materials by the Agents,
any  Lender,  any L/C  Issuer  or any of  their  Related  Persons),  (vi) to the
National Association of Insurance Commissioners or any similar organization, any
examiner or any nationally  recognized  rating agency or otherwise to the extent
consisting of general  portfolio  information that does not identify  borrowers,
(vii) to current or prospective assignees, SPVs grantees of any option described
in Section 11.2(f) or participants,  direct or contractual counterparties to any
Hedging Agreement  permitted  hereunder and to their respective Related Persons,
in each case to the  extent  such  assignees,  participants,  counterparties  or
Related  Persons  agree to be bound by provisions  substantially  similar to the
provisions  of this  Section  11.20  and,  so long as no  Event  of  Default  is
continuing,  excluding the Persons identified in Schedule 11.2 and their Control
Investment  Affiliates  so long as any  such  Persons  are,  in the  good  faith
determination  of the  Borrower,  investors in the  Borrower's  competitors,  or
(viii) in connection with the exercise of any remedy under any Loan Document. In
the event of any conflict  between the terms of this Section  11.20 and those of
any other  Contractual  Obligation  entered into with any Loan Party (whether or
not a Loan Document), the terms of this Section 11.20 shall govern.

      Section 11.21 Patriot Act Notice.  Each Lender  subject to the USA Patriot
Act of 2001 (31 U.S.C. 5318 et seq.) hereby notifies the Borrower that, pursuant
to Section 326 thereof, it is required to obtain,  verify and record information
that identifies the Borrower, including the name and address of the Borrower and
other  information  allowing  such Lender to identify the Borrower in accordance
with such act.

                            [Signature Pages Follow]


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<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective  officers  thereunto duly authorized,  as of the
date first above written.

                             GOAMERICA, INC., as Borrower

                             By: /s/ Daniel R. Luis
                                 --------------------------
                             Name: Daniel R. Luis
                             Title: Chief Executive Officer


                                      S-1
<PAGE>

                             AGENT:
                             ------

                             CHURCHILL FINANCIAL LLC, as Administrative
                             Agent

                             By: /s/ Christopher Cox
                                 --------------------
                             Name: Christopher Cox
                             Title: Managing Director

                             LENDERS:
                             --------

                             CHURCHILL FINANCIAL CAYMAN LTD.,
                             as Lead Arranger, L/C Issuer, Swingline Lender and
                             Lender

                             By: Churchill Financial LLC, as its Collateral
                             Manager

                             By: /s/ Christopher Cox
                                 --------------------
                             Name: Christopher Cox
                             Title: Managing Director

                             Churchill Financial Funding LLC,
                             as Lender

                             By: /s/ Christopher Cox
                                 --------------------
                             Name: Christopher Cox
                             Title: Managing Director


                                      S-2
<PAGE>

                             ABLECO FINANCE LLC, as Collateral Agent and
                             Lender

                             By: /s/ Daniel Wolf
                                 ---------------
                             Name: Daniel Wolf
                             Title: President


                                      S-3