Exhibit 10.2
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                          SECOND LIEN CREDIT AGREEMENT

                          Dated as of January 10, 2008

                                      among

                                GOAMERICA, INC.,

                                  as Borrower,

                            THE LENDERS PARTY HERETO

                                       and

                         CLEARLAKE CAPITAL GROUP, L.P.,
                            as Administrative Agent,

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                                TABLE OF CONTENTS
                                   (continued)
                                                                            Page

ARTICLE I DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS                     1

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

   Section 1.2       UCC Terms................................................29

   Section 1.3       Accounting Terms and Principles..........................29

   Section 1.4       Payments.................................................29

   Section 1.5       Interpretation...........................................29

ARTICLE II THE FACILITIES                                                     30

   Section 2.1       The Commitments..........................................30

   Section 2.2       Non-Funding Lenders......................................30

   Section 2.3       Intentionally Omitted....................................30

   Section 2.4       Intentionally Omitted....................................30

   Section 2.5       Termination of the Commitments...........................30

   Section 2.6       Repayment of Loans.......................................30

   Section 2.7       Optional Prepayments.....................................31

   Section 2.8       Mandatory Prepayments....................................31

   Section 2.9       Interest.................................................32

   Section 2.10      [Intentionally Omitted]..................................33

   Section 2.11      Fees.....................................................33

   Section 2.12      Application of Payments..................................33

   Section 2.13      Payments and Computations................................34

   Section 2.14      Evidence of Debt.........................................34

   Section 2.15      [Intentionally Omitted]..................................36

   Section 2.16      Breakage Costs; Increased Costs; Capital Requirements....36

   Section 2.17      Taxes....................................................37

   Section 2.18      Substitution of Lenders..................................39

ARTICLE III CONDITIONS TO LOANS                                               40

   Section 3.1       Conditions Precedent to the Loans........................40

   Section 3.2       Determinations of Borrowing Conditions...................43

ARTICLE IV REPRESENTATIONS AND WARRANTIES                                     43

   Section 4.1       Corporate Existence; Compliance with Law.................43

   Section 4.2       Loan and Related Documents...............................43

   Section 4.3       Ownership of Group Members...............................44

   Section 4.4       Financial Statements.....................................45

   Section 4.5       Material Adverse Effect..................................47

   Section 4.6       Solvency.................................................47

   Section 4.7       Litigation...............................................47

   Section 4.8       Taxes....................................................47

   Section 4.9       Margin Regulations.......................................48

   Section 4.10      No Burdensome Obligations; No Defaults or Breaches.......48

   Section 4.11      Investment Company Act...................................48

   Section 4.12      Labor Matters............................................48

   Section 4.13      ERISA....................................................48

   Section 4.14      Environmental Matters....................................49

   Section 4.15      Intellectual Property....................................50

   Section 4.16      Title; Real Property.....................................51


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                               TABLE OF CONTENTS
                                  (continued)
                                                                            Page

   Section 4.17      Bank and Security Accounts...............................51

   Section 4.18      Insurance................................................51

   Section 4.19      Material Contracts.......................................51

   Section 4.20      Anti Terrorism...........................................51

   Section 4.21      Delivery of Material Contracts and Related Documents.....52

   Section 4.22      Brokers..................................................52

   Section 4.23      Full Disclosure..........................................52

   Section 4.24      Regulatory Matters.......................................53

   Section 4.25      Restricted Activities of Inactive Subsidiaries...........53

ARTICLE V FINANCIAL COVENANTS                                                 53

   Section 5.1       Maximum Consolidated Leverage Ratio......................53

   Section 5.2       Capital Expenditures.....................................54

   Section 5.3       Minimum Net Revenue......................................54

   Section 5.4       Verizon TRS Acquisition Agreement Earn-Out...............54

   Section 5.5       Revolver Availability....................................54

ARTICLE VI REPORTING COVENANTS                                                55

   Section 6.1       Financial Statements.....................................55

   Section 6.2       Copies of Notices and Reports............................58

   Section 6.3       Taxes....................................................58

   Section 6.4       Labor Matters............................................58

   Section 6.5       ERISA Matters............................................58

   Section 6.6       Environmental Matters....................................59

   Section 6.7       Other Information........................................59

   Section 6.8       Delivery of Information to Lenders.......................59

ARTICLE VII AFFIRMATIVE COVENANTS                                             60

   Section 7.1       Maintenance of Corporate Existence.......................60

   Section 7.2       Compliance with Laws, Etc................................60

   Section 7.3       Payment of Obligations...................................60

   Section 7.4       Maintenance of Property and Rights.......................60

   Section 7.5       Maintenance of Insurance.................................60

   Section 7.6       Keeping of Books.........................................61

   Section 7.7       Access to Books and Property.............................61

   Section 7.8       Environmental............................................61

   Section 7.9       Use of Proceeds..........................................62

   Section 7.10      Additional Collateral and Guaranties.....................62

   Section 7.11      Deposit Accounts; Securities Accounts
                     and Cash Collateral Accounts.............................63

   Section 7.12      Interest Rate Contracts..................................64

   Section 7.13      Payment of Taxes.........................................64

   Section 7.14      ERISA....................................................64

   Section 7.15      Post-Closing Matters.....................................64

ARTICLE VIII NEGATIVE COVENANTS                                               64

   Section 8.1       Indebtedness.............................................64

   Section 8.2       Liens....................................................66


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                               TABLE OF CONTENTS
                                  (continued)

                                                                            Page

   Section 8.3       Investments..............................................66

   Section 8.4       Asset Sales..............................................67

   Section 8.5       Restricted Payments......................................68

   Section 8.6       Prepayment of Indebtedness...............................69

   Section 8.7       Fundamental Changes......................................69

   Section 8.8       Change in Nature of Business.............................70

   Section 8.9       Transactions with Affiliates.............................70

   Section 8.10      Third-Party Restrictions on Indebtedness,
                     Liens, Investments or Restricted Payments................70

   Section 8.11      Modification of Certain Documents........................71

   Section 8.12      Accounting Changes; Fiscal Year..........................71

   Section 8.13      Margin Regulations.......................................71

   Section 8.14      Compliance with ERISA....................................71

   Section 8.15      T-Mobile Obligations.....................................71

ARTICLE IX EVENTS OF DEFAULT                                                  72

   Section 9.1       Definition...............................................72

   Section 9.2       Remedies.................................................74

ARTICLE X THE ADMINISTRATIVE AGENT                                            74

   Section 10.1      Appointment and Duties...................................74

   Section 10.2      Binding Effect...........................................75

   Section 10.3      Use of Discretion........................................75

   Section 10.4      Delegation of Rights and Duties..........................76

   Section 10.5      Reliance and Liability...................................76

   Section 10.6      Agent Individually.......................................77

   Section 10.7      Lender Credit Decision...................................77

   Section 10.8      Expenses; Indemnities....................................78

   Section 10.9      Resignation of Agent.....................................78

   Section 10.10     Release of Collateral or Guarantors......................79

   Section 10.11     Additional Secured Parties...............................79

   Section 10.12     Titles...................................................80

ARTICLE XI MISCELLANEOUS                                                      80

   Section 11.1      Amendments, Waivers, Etc.................................80

   Section 11.2      Assignments and Participations; Binding Effect...........81

   Section 11.3      Costs and Expenses.......................................84

   Section 11.4      Indemnities..............................................84

   Section 11.5      Survival.................................................85

   Section 11.6      Limitation of Liability for Certain Damages..............85

   Section 11.7      Lender-Creditor Relationship.............................86

   Section 11.8      Right of Setoff..........................................86

   Section 11.9      Sharing of Payments, Etc.................................86

   Section 11.10     Marshaling; Payments Set Aside...........................86

   Section 11.11     Notices..................................................87

   Section 11.12     Electronic Transmissions.................................87

   Section 11.13     Governing Law............................................88

   Section 11.14     Jurisdiction.............................................88

   Section 11.15     Waiver of Jury Trial.....................................89


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<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

                                                                            Page

   Section 11.16     Severability.............................................89

   Section 11.17     Execution in Counterparts................................89

   Section 11.18     Entire Agreement.........................................89

   Section 11.19     Use of Name..............................................90

   Section 11.20     Non-Public Information; Confidentiality..................90

   Section 11.21     Patriot Act Notice.......................................90


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                                  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           -        [Intentionally Omitted]
     Exhibit D           -        [Intentionally Omitted]
     Exhibit E           -        [Intentionally Omitted]
     Exhibit F           -        [Intentionally Omitted]
     Exhibit G           -        Form of Compliance Certificate
     Exhibit H           -        Form of Guaranty and Security Agreement
     Exhibit I           -        Form of Intercreditor Agreement
     Exhibit J           -        Initial Projections


<PAGE>

            This SECOND LIEN 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),  and CLEARLAKE  CAPITAL GROUP,  L.P., a Delaware
limited partnership,  as administrative agent for the Lenders (in such capacity,
and together with its  successors  and permitted  assigns,  the  "Administrative
Agent").

            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.

      "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 9.00%.


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      "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  Administrative  Agent,  in  substantially  the form of
Exhibit A, or any other form approved by the Administrative Agent.

      "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 the  borrowing  consisting of Loans made on the Closing
Date by the Lenders according to their respective Commitments.

      "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,  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 Administrative  Agent (subject to the rights of the First
Lien Agents under the Intercreditor  Agreement) and (a) in the case of a deposit
account, from which the Borrower may not make withdrawals except as


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permitted  by the  Administrative  Agent  and (b) in the  case  of a  securities
account, with respect to which the Administrative 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 (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


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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  $900,000  of any Group
Member,  (f) a "Change of Control"  or any term of similar  effect as defined in
the First 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.

      "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 each Lender,  the commitment of such
Lender to make  Loans to the  Borrower,  which  commitment  is in the amount set
forth opposite such Lender's name on Schedule I under the caption  "Commitment",
as amended to reflect  Assignments and as such amount may be reduced pursuant to
this  Agreement.  The  aggregate  amount of the  Commitments  on the date hereof
equals $30,000,000.

      "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


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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
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  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


                                       5
<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
Administrative  Agent, among the Administrative Agent (or, so long as any of the
First Lien  Obligations  are  outstanding or the  Intercreditor  Agreement is in
effect,  the First Lien 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,  which,  taken
together with the Intercreditor  Agreement,  is effective to grant "control" (as
defined under the applicable UCC) over such account to the Administrative  Agent
(subject  to the  rights  of the  First  Lien  Agents  under  the  Intercreditor
Agreement).

      "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 Administrative Agent.

      "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 Administrative Agent.

      "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.


                                       6
<PAGE>

      "Corporate  Chart" means a document in form  reasonably  acceptable to the
Administrative Agent 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  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;


                                       7
<PAGE>

      (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 (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.


                                       8
<PAGE>

      "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
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 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


                                       9
<PAGE>

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 Administrative Agent, 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;  provided
that if the Administrative Agent determines in good faith that adequate and fair
means do not exist for  ascertaining  the applicable  Eurodollar  Base Rate, the
"Eurodollar  Base Rate" shall mean,  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 determined by the  Administrative  Agent) or any similar
release by the Federal Reserve Board (as determined by the Administrative Agent)
and (b) the sum of 0.5% per annum and the Federal Funds Rate.

      "Eurodollar  Rate" means,  with respect to any Interest Period and for any
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.


                                       10
<PAGE>

      "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.

      "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 and the First Lien Term Loans during such period (but only,
in the case of payment in respect of First Lien Revolving  Loans,  to the extent
that the First Lien 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), but including,  without  limitation,  any mandatory  prepayments
made or required  pursuant  to Section  2.8 of the First Lien  Credit  Agreement
(excluding any portion of such mandatory  prepayments  which have been waived in
accordance  with the terms and  conditions of the First Lien Credit  Agreement),
(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


                                       11
<PAGE>

consequences to the Loan Parties and their Subsidiaries; provided, however, that
(x) the Administrative Agent 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 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.

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

      "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
Administrative Agent in its sole discretion.

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

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

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

      "First Lien Agents" means First Lien  Administrative  Agent and First Lien
Collateral Agent, collectively.


                                       12
<PAGE>

      "First Lien Collateral Agent" means Ableco Finance LLC, in its capacity as
collateral agent for the secured parties under the First Lien Loan Documents, or
any successor administrative agent in accordance with the terms thereof.

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

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

      "First Lien Loans" means the First Lien Revolving Loans and the First Lien
Term Loans.

      "First Lien  Obligations"  means the "Obligations" as defined in the First
Lien Credit Agreement.

      "First Lien Revolving Credit Commitments" shall mean the "Revolving Credit
Commitments"  under and as  defined  in the First Lien  Credit  Agreement  as in
effect on the date hereof.

      "First Lien  Revolving  Loans" means the  revolving  loans in an aggregate
principal  amount of up to  $15,000,000  made to the Borrower  from time to time
pursuant to the First Lien Credit Agreement.

      "First Lien Term  Loans"  means the term loans in an  aggregate  principal
amount of  $40,000,000  made to the Borrower on the Closing Date pursuant to the
First Lien Credit Agreement.

      "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,  arbitrator,  public sector entity,  supra-national  entity (including the
European  Union  and  the


                                       13
<PAGE>

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 Administrative Agent;
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 Administrative Agent.

      "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  second  lien  guaranty  and
security  agreement,   in  substantially  the  form  of  Exhibit  H,  among  the
Administrative  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 stockholder's 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 Administrative Agent
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 First Lien
Administrative  Agent, First Lien Collateral Agent and the Administrative Agent,
and acknowledged and agreed by the Borrower and the other Loan Parties.

      "Interest  Period" means,  with respect to any Loan, the period commencing
on the  later  of (A) the  date  such  Loan is made or (B) 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  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,  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,


                                       16
<PAGE>

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.

      "L/C Cash  Collateral  Account" has the meaning given thereto in the First
Lien Credit Agreement as in effect on the date hereof.

      "Lender" means,  collectively,  any 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.

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

      "Loan  Documents"  means,  collectively,  this Agreement,  any Notes,  the
Guaranty and Security Agreement, the Intercreditor Agreement, the Mortgages, the
Control  Agreements and, when executed,  each document  executed by a Loan Party
and delivered to the  Administrative  Agent or any Lender 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.


                                       17
<PAGE>

      "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 Administrative  Agent, the Lenders and the other Secured Parties
under any Loan Document.

      "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 First 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 Administrative 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 Administrative Agent), environmental assessments and reports and evidence
regarding  recording and payment of fees,  insurance premium and taxes) that the
Administrative  Agent 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 Administrative Agent 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


                                       18
<PAGE>

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 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-U.S.  Lender  Party"  means each of the  Administrative  Agent,  each
Lender,  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 a principal  amount  equal to
the aggregate initial principal amount of the Loans made by such Lender.

      "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  Administrative  Agent,  any  Lender,  any other
Indemnitee,  any  participant or any SPV 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,  (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.

      "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.


                                       19
<PAGE>

      "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.

      "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  Administrative  Agent  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 Administrative
Agent)  and  on  or  prior  to  the  date  of  such  Proposed  Acquisition,  the
Administrative Agent 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 Administrative  Agent, (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,   (1)  the
representations  and warranties set forth in any Loan Document shall be true and
correct or, to the extent such  representations and warranties  expressly relate
to an earlier  date,  on and as of such earlier date and (2) no Default or Event
of Default shall be continuing, (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,


                                       20
<PAGE>

(f) at or prior to the closing of any Proposed  Acquisition,  the Administrative
Agent will be granted a second  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
Administrative  Agent in connection  therewith,  and (g) the Borrower shall have
delivered  to the  Administrative  Agent  and  Lenders,  in form  and  substance
reasonably satisfactory to Administrative Agent:

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


                                       21
<PAGE>

      "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  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 First  Lien  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.  Notwithstanding
anything to the  contrary  contained  in this  definition,  any  refinancing  or
modification  of the terms of the First Lien  Obligations in compliance with the
Intercreditor Agreement shall constitute a "Permitted Refinancing" hereunder.

      "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


                                       22
<PAGE>

Certificate,   Financial   Statement   or  other   document   provided   to  the
Administrative  Agent 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.

      "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 the  outstanding
principal amount of the Loans owing to such Lender.

      "Pro Rata  Share"  means,  with  respect  to any  Lender at any time,  the
percentage  obtained  by  dividing  the  sum of the  Commitments  (or,  if  such
Commitments are terminated,  the Pro Rata  Outstandings)  of such Lender then in
effect  hereunder by (b) the sum of the Commitments (or, if such Commitments are
terminated,  the Pro Rata Outstandings) of all Lenders hereunder then in effect;
provided,   however,  that,  if  there  are  no  Commitments  and  no  Pro  Rata
Outstandings,  such Lender's Pro Rata Share shall be determined based on the Pro
Rata Share  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.


                                       23
<PAGE>

      "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
Administrative  Agent  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 Administrative  Agent or the Required Lenders to
the Borrower during the continuance of any Event of Default.

      "Related Documents" means,  collectively,  the Acquisition Documents,  the
First  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  Administrative  Agent 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  Administrative  Agent,  each  other  Person  or
individual  designated,  nominated  or  otherwise  mandated  by or  helping  the
Administrative  Agent  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  First  Lien  Loan  Documents  and the
borrowing  of the First  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  Commitments  (or, if such Commitments
are terminated,  the Pro Rata  Outstandings) then in effect,  ignoring,  in such
calculation,  the  amounts  held by any  non-funding  Lender  under  Section 2.2
hereof.


                                       24
<PAGE>

      "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.

      "Revolver  Availability" shall have the meaning given thereto in the First
Lien Credit Agreement as in effect on the date hereof.

      "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.


                                       25
<PAGE>

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

      "Scheduled Term Loan Maturity Date" means January 10, 2015.

      "Secured  Hedging  Agreement"  means any Hedging  Agreement that meets the
requirements of Section 8.1(e).

      "Secured Parties" means the Lenders, the Administrative  Agent, 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 Administrative Agent.

      "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 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.


                                       26
<PAGE>

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

      "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.).

      "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).

      "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.


                                       27
<PAGE>

      "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.

      "U.S. Lender Party" means each of the  Administrative  Agent, each Lender,
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.


                                       28
<PAGE>

      "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",  "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 Administrative Agent 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.
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


                                       29
<PAGE>

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.

            (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.  On the terms and subject to the  conditions
contained in this Agreement,  each Lender,  severally but not jointly, agrees to
make a loan (each a "Loan") in Dollars to the Borrower on the Closing  Date,  in
an amount not to exceed such  Lender's  Commitment.  Amounts of Loans repaid may
not be reborrowed.  The aggregate  amount of the Commitments on the Closing Date
equals $30,000,000.

      Section  2.2  Non-Funding  Lenders.  The failure of any Lender to make any
payment  required  under any Loan Document 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 other  Lender to make any  payment  required
under any Loan Document.

      Section 2.3 Intentionally Omitted.

      Section 2.4 Intentionally Omitted.

      Section 2.5 Termination of the  Commitments.  All outstanding  Commitments
shall  terminate  on the Closing  Date  (after  giving  effect to the  Borrowing
occurring on such date).

      Section 2.6 Repayment of Loans. The Borrower  promises to repay the entire
unpaid  principal  amount of the Loans advanced to the Borrower on the Scheduled
Term Loan Maturity Date.


                                       30
<PAGE>

      Section   2.7   Optional   Prepayments.   Subject  to  the  terms  of  the
Intercreditor  Agreement,  the  Borrower  may prepay the  outstanding  principal
amount of any Loan in whole or in part at any time  (together  with any breakage
costs that may be owing pursuant to Section  2.16(a) after giving effect to such
prepayment  and any  prepayment  fee with respect to the 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 Loan  pursuant to this
Section 2.7 on or prior to the fourth anniversary of the Closing Date,  Borrower
shall  also pay to the  Lenders,  a  prepayment  fee in an  amount  equal to the
Applicable  Percentage (as defined below) multiplied by the aggregate  principal
amount of the 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 fourth  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 Loans.

      Section  2.8  Mandatory  Prepayments.  (a) Excess  Cash  Flow.  Subject to
Section 2.8(h) hereof, the Borrower shall pay or cause to be paid to the Lenders
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.  Subject to Section 2.8(h) hereof,  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  Lenders  an amount
equal to the amount of such Net Cash Proceeds.

            (c) Extraordinary  Receipts.  Subject to Section 2.8(h) hereof, 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  Lenders  an  amount  equal  to the  amount  of such
Extraordinary Receipts.

            (d) Asset Sales,  Property  Loss Events.  Subject to Section  2.8(h)
hereof,  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  Lenders  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  Lenders  an amount  equal to the
Reinvestment  Prepayment Amount  corresponding to such  Reinvestment  Prepayment
Date and such Net Cash Proceeds.

            (e) [Intentionally Omitted]


                                       31
<PAGE>

            (f)  Application  of  Payments.  Any  payments  made to the  Lenders
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.

            (h) First Lien Prepayment Obligations.  Notwithstanding  anything to
the contrary set forth herein,  the Borrower  shall not be permitted or required
to  prepay  any  Loans  under  Section  2.8 of this  Agreement  unless  (i) such
prepayment is not prohibited under the Intercreditor  Agreement and (ii) (A) the
First Lien  Obligations have been paid in full and all commitments to lend money
under the First Lien Loan Documents shall have terminated, or (B) such amount or
a portion thereof would be paid to the "Lenders" under and pursuant to the First
Lien Credit  Agreement but for the fact that the "Lenders"  under the First Lien
Credit  Agreement have waived their right to receive such  prepayment or portion
thereof and have  consented to the making of any such  prepayments  hereunder in
accordance with the terms and conditions of the First Lien Credit  Agreement and
the  Intercreditor  Agreement and written copies of such waiver and consent have
been provided to the Borrower.

      Section 2.9 Interest.  (a) Rate. All Loans and the  outstanding  amount of
all other Obligations  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, 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.

            (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) upon the payment or prepayment of the principal
amount  on  which  such  interest  has  accrued  and (C) 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 the  Administrative  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


                                       32
<PAGE>

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  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 [Intentionally Omitted]

      Section 2.11 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).

      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 Lenders 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
Lenders  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, to repay the outstanding  principal  balance of the Loans,  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  Administrative  Agent
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  Administrative  Agent,  (ii) second, to pay
Obligations  in  respect  of  any  cost  or  expense  reimbursements,   fees  or
indemnities  then due to the Lenders,  (iii) third, to pay interest then due and
payable in respect of the Loans, (iv) fourth, to repay the outstanding principal
amounts of the Loans, (v) fifth, to the ratable payment of all other Obligations
and (vi) sixth, to the Borrower.

            (d) Application of Payments Generally. Each payment or prepayment of
principal of the Loans and each payment of interest or prepayment premium on the
Loans shall be  allocated  pro rata among the Lenders in  accordance  with their
respective  Pro Rata  Shares.  All


                                       33
<PAGE>

payments and prepayments of Loans shall be applied to repay Loans having earlier
expiring Interest Periods prior to those having later expiring Interest Periods.
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  Lenders  (or,  in  the  case  of  amounts   payable  to  the
Administrative  Agent,  to the  Administrative  Agent) by wire  transfer  to the
respective accounts set forth on Schedule I hereto (or at such other accounts or
by  such  other  means  to  such  other   addresses  as  the  Lenders,   or  the
Administrative Agent, as applicable, shall have notified the Borrower in writing
within a reasonable time prior to such payment) in immediately available Dollars
and without setoff or counterclaim. The Lenders shall make any payment under any
Loan  Document  in   immediately   available   Dollars  and  without  setoff  or
counterclaim.  Payments  received by the Lenders 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,  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 in accordance  with the definition of "Eurodollar  Rate") 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.

      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.


                                       34
<PAGE>

            (b)  Register.  The  Borrower  shall  establish  and maintain at its
address  referred to in Section  11.11 (or at such other address as the Borrower
may notify the Administrative  Agent) (A) a record of ownership (the "Register")
in which the Borrower shall register by book entry the interests  (including any
rights to receive payment hereunder) of the Administrative Agent and each Lender
in the Loans,  each of their  obligations under this Agreement to participate in
each Loan, and any assignment of any such interest,  obligation or right and (B)
accounts in the Register in which it shall record (1) the names and addresses of
the Lenders (and each change thereto  pursuant to Section 2.18  (Substitution of
Lenders) and Section 11.2 (Assignments and Participations; Binding 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 the  Interest  Period
applicable thereto,  (4) the amount of any principal or interest due and payable
or paid and (5) 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) are registered  obligations (each a "Registered  Loan"), the right, title
and  interest of the Lenders and their  assignees  in and to such Loans 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  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 and the Lenders shall treat each Person whose name is
recorded  in the  Register  as a  Lender  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  or SPV  shall  be
available for access by the Borrower, the Administrative Agent or such Lender at
any  reasonable  time and from time to time upon  reasonable  prior  notice.  No
Lender  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 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
the Facility and substantially in the form of Exhibit B; provided, however, that
only one Note 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


                                       35
<PAGE>

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.

      Section 2.15 [Intentionally Omitted]

      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 to the extent any  Eurodollar  Rate
Loan is paid (whether through a scheduled,  optional or mandatory prepayment) 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.

            (b)  Increased  Costs.  If at any time any Lender  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)  imposing  any other cost to such
Lender with respect to compliance with its obligations  under any Loan Document,
then, upon demand by such Lender (with copy 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 increased cost.

            (c)  Increased  Capital  Requirements.  If at any  time  any  Lender
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 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 (or any  corporation  controlling  such Lender) as a  consequence  of its
obligations  under or with  respect to any Loan  Document  to a level below that
which,  taking  into  account the  capital  adequacy  policies of such Lender or
corporation,  such  Lender  or  corporation  could  have  achieved  but for such
adoption or change,  then,  upon demand from time to time by such Lender (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  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 may use
any reasonable averaging and attribution methods.


                                       36
<PAGE>

            (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 the  Administrative  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  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 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").  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


                                       37
<PAGE>

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.

            (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


                                       38
<PAGE>

      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).

            (g) Refunds.  If the Administrative  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
the  Administrative  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 the  Administrative
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  the  Administrative  Agent  or  such  Lender  in the  event  the
Administrative  Agent or such  Lender is  required  to repay such refund to such
Governmental  Authority.  This  paragraph  shall not be construed to require the
Administrative  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  (an  "Affected  Lender"),  (i) makes a claim  under  clause (b)
(Increased Costs) or (c) (Increased Capital  Requirements) of Section 2.16, (ii)
makes a claim for payment pursuant to Section 2.17(b)  (Taxes),  (iii) becomes a
non-funding  Lender under  Section 2.2 hereof with  respect to such  Facility or
(iv) 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,  the  Borrower  may either pay in full such  Affected
Lender  with the  consent of the  Administrative  Agent 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 Administrative  Agent (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 the 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
(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 the Facility) and
(ii) 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


                                       39
<PAGE>

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.

            (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, such
Affected  Lender's  Commitments  in the Facility shall be terminated and (ii) in
the case of any substitution in the 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 the  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 the Facility in the amount of such
Affected  Lender's  Commitment in the 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 the
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

      Section 3.1  Conditions  Precedent to the Loans.  The  obligation  of each
Lender to make any Loan on the Closing  Date is subject to the  satisfaction  or
due waiver of each of the following conditions:

            (a) Certain Documents.  The Administrative Agent shall have received
on or prior to the Closing  Date each of the  following,  each dated the Closing
Date unless otherwise agreed by the Administrative  Agent, in form and substance
satisfactory to the Administrative Agent 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
      Administrative  Agent 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 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  Administrative  Agent in the Collateral,  in each case as
      may be reasonably requested by the Administrative Agent, (B) evidence that
      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 have been delivered
      to the First Lien Collateral Agent, and (C) if requested by the First Lien
      Administrative Agent under Section 3.1 of the First Lien Credit Agreement,
      perfection  certificates  identical  to those  delivered to the First Lien
      Administrative   Agent  in  connection  therewith  but  addressed  to  the
      Administrative Agent and the Lenders;



                                       40
<PAGE>

                  (iii) the Intercreditor Agreement,  duly executed by the First
      Lien   Administrative   Agent,  the  First  Lien  Collateral   Agent,  the
      Administrative  Agent,  Borrower  and the  other  Loan  Parties,  on terms
      reasonably satisfactory to Administrative Agent 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  substantially  identical  to those
      delivered to the First Lien  Collateral  Agent  pursuant to Section 3.1 of
      the First Lien Credit Agreement;

                  (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 and Delaware reasonably  satisfactory
      to the Administrative  Agent, each addressed to the  Administrative  Agent
      and the Lenders and addressing  such matters as the  Administrative  Agent
      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  3.1(g) 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 of the  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  Loans,  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;


                                       41
<PAGE>

                  (x) insurance  certificates in form and substance satisfactory
      to the  Administrative  Agent  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 Administrative Agent to the Borrower; and

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

            (b)  Fees  and   Expenses.   There  shall  have  been  paid  to  the
Administrative  Agent, for the account of such Agent, its Related Persons 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 the Administrative  Agent 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 any non-Loan  Party
to the assignment of any Material  Contract  except to the extent the consent of
any such non-Loan Party is required pursuant to the First Lien Credit Agreement.

            (d)  Related   Transactions.   The  Administrative  Agent  shall  be
satisfied  that, (i) subject only to the funding of the Loans  hereunder and the
use of proceeds  thereof,  (A) as certified  to the  Administrative  Agent,  all
conditions  precedent  to the  consummation  of the  Acquisition  will have been
satisfied  or duly waived with the consent of the  Administrative  Agent 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, (iii) the Borrower shall have
received the gross cash proceeds from the borrowing of the First Lien Term Loans
in a principal  amount of $40,000,000  and the terms and conditions of the First
Lien Term Loans and the First Lien Loan Documents shall be in form and substance
satisfactory  to the  Administrative  Agent,  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.

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


                                       42
<PAGE>

            (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)  Representations  and  Warranties;  No Defaults.  The  following
statements  shall be true on the  Closing  Date,  both  before and after  giving
effect to the funding of the Loans: (i) the  representations  and warranties set
forth in any Loan  Document  shall be true and  correct on and as of the Closing
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.

      Section  3.2  Determinations  of  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
the Loans to be made on the Closing Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            To induce the Lenders and the Administrative Agent 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 the date  hereof  and  after  giving  effect to the
Verizon  TRS  Acquisition  and the  consummation  of the  Hands On Merger on the
Closing Date:

      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


                                       43
<PAGE>

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.

            (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


                                       44
<PAGE>

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,  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


                                       45
<PAGE>

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.

            (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 (as
defined in the First Lien Credit  Agreement) 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.


                                       46
<PAGE>

      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
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.


                                       47
<PAGE>

      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 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.


                                       48
<PAGE>

            (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,  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,


                                       49
<PAGE>

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.

            (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


                                       50
<PAGE>

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.

      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.


                                       51
<PAGE>

            (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 the  Administrative  Agent 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  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


                                       52
<PAGE>

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.

      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 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                            5.20 TO 1
 ------------------------------------------------------------------------------

                                       53
<PAGE>

 ------------------------------------------------------------------------------
      DECEMBER 31, 2008                             5.20 TO 1
 ------------------------------------------------------------------------------
      MARCH 31, 2009                                4.60 TO 1
 ------------------------------------------------------------------------------
      JUNE 30, 2009                                 4.60 TO 1
 ------------------------------------------------------------------------------
      SEPTEMBER 30, 2009                            4.60 TO 1
 ------------------------------------------------------------------------------
      DECEMBER 31, 2009                             4.30 TO 1
 ------------------------------------------------------------------------------
      MARCH 31, 2010                                4.30 TO 1
 ------------------------------------------------------------------------------
      JUNE 30, 2010                                 4.00 TO 1
 ------------------------------------------------------------------------------
      SEPTEMBER 30, 2010                            3.75 TO 1
 ------------------------------------------------------------------------------
      DECEMBER 31, 2010 AND EACH FISCAL             3.50 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                          $7,000,000
 ------------------------------------------------------------------------------
      Fiscal Year 2009                          $5,000,000
 ------------------------------------------------------------------------------
      Fiscal Year 2010                          EBITDA Amount
 ------------------------------------------------------------------------------
      Fiscal Year 2011                          EBITDA Amount
 ------------------------------------------------------------------------------
      Fiscal Year 2012                          EBITDA Amount
 ------------------------------------------------------------------------------
      Fiscal Year 2013                          EBITDA Amount
 ------------------------------------------------------------------------------

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 23% 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)  $19,000,000  for the  Fiscal
Quarter ending March 31, 2008 and (ii) $19,500,000 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  payables  being  paid  currently  and  expenses  and
liabilities   being  paid  in  the  ordinary  course  of  business  and


                                       54
<PAGE>

without acceleration of sales) of at least $4,000,000. 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 $4,000,000.

                                   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 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
Administrative Agent 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
to the  Administrative  Agent 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


                                       55
<PAGE>

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 Administrative Agent 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   satisfactory  to  the  Administrative  Agent,  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
Administrative Agent 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.


                                       56
<PAGE>

            (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 Administrative Agent 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 Member,  together with such other related documents and information as
the Administrative Agent 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 First Lien Loans.  Promptly
following  the  delivery  thereof  to the  lenders  under  the  First  Lien Loan
Documents,  a copy of all  information  and reports related to the Group Members
sent by the Borrower to the lenders under the First Lien Loan Documents.

            (m) Other Events. The Borrower shall give the  Administrative  Agent
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 First 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,


                                       57
<PAGE>

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  Administrative  Agent  pursuant  hereto,  the  Borrower  shall
promptly  deliver to the  Administrative  Agent 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 Administrative Agent 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.

      Section 6.4 Labor  Matters.  The  Borrower  shall give the  Administrative
Agent  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  Administrative
Agent  (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


                                       58
<PAGE>

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
Administrative  Agent  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 Administrative Agent, 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 Administrative Agent, 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 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.  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 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
Administrative  Agent 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
Administrative  Agent 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  Administrative  Agent  pursuant to this Article VI upon delivery of such
documents and information to the Administrative Agent.


                                       59
<PAGE>

                                  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 and the Administrative
Agent 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 $600,000 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 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


                                       60
<PAGE>

policies,  kidnap and  ransom  policies,  terrorism  or  similar  policies,  and
provided that so long as any of the First Lien  Obligations  are  outstanding or
the  Intercreditor  Agreement  is in  effect,  that the naming of the First Lien
Collateral  Agent  as  additional  insured  or  loss  payee  shall  satisfy  the
obligations of the Group Members under this Section 7.5), 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
the  Administrative  Agent  (and  any  Lender  to the  extent  accompanying  the
Administrative  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
Administrative   Agent  and  their  Related  Persons  and  to  disclose  to  the
Administrative  Agent and their  Related  Persons all financial  statements  and
other documents and information as they might have and the Administrative  Agent
reasonably  requests  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)  Administrative
Agent 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  the  Administrative  Agent  or  the  Required  Lenders,   will
participate  and  cause  key  management  personnel  of  such  Group  Member  to
participate in a meeting with the Administrative  Agent 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  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 Administrative  Agent
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  Administrative  Agent,  cause the
performance of, and allow Administrative Agent


                                       61
<PAGE>

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 Administrative Agent may from time to time reasonably request. Such
audits,   assessments   and  reports,   to  the  extent  not  conducted  by  the
Administrative  Agent or any of their  Related  Persons,  shall be conducted and
prepared by reputable  environmental  consulting firms reasonably  acceptable to
the  Administrative  Agent  and  shall  be  in  form  and  substance  reasonably
acceptable to the Administrative Agent.

      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  Administrative  Agent 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 Administrative Agent:

            (a) deliver to the  Administrative  Agent such  modifications to the
terms of the Loan Documents  (or, to the extent  applicable as determined by the
Administrative Agent, such other documents),  in each case in form and substance
reasonably  satisfactory to the  Administrative  Agent and as the Administrative
Agent deems 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
      Administrative  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  Administrative  Agent
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;

            (b) deliver to the Administrative  Agent 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  (provided
that  so  long as any of the  First  Lien  Obligations  are  outstanding


                                       62
<PAGE>

or the Intercreditor Agreement is in effect, delivery of such items to the First
Lien  Collateral  Agent shall satisfy the obligations of the Group Members under
this Section 7.10(b);

            (c)  upon  request  of the  Administrative  Agent,  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  Administrative  Agent  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 Administrative  Agent),  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 Administrative  Agent may
otherwise reasonably request;

            (e)  use   commercially   reasonable   efforts  to  deliver  to  the
Administrative  Agent 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  Administrative  Agent,  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  Administrative  Agent;  provided that the
Group Members shall deliver to the Administrative  Agent 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 Administrative Agent; and

            (f)  deliver  to the  Administrative  Agent  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 Administrative Agent.

      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 Administrative  Agent 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 Administrative  Agent may apply funds then held in such
Cash Collateral Account to the payment of Obligations in


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<PAGE>

accordance  with Section 2.12. 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.

      Section 7.12  Interest  Rate  Contracts.  Unless  otherwise  agreed by the
Administrative Agent, 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  Administrative  Agent,  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 First Lien Term Loans.

      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
Administrative   Agent,  in  form  and  substance  reasonably   satisfactory  to
Administrative Agent, 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  Administrative  Agent,  in its 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 and the Administrative
Agent 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);

            (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


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<PAGE>

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  $600,000  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 First Lien Loan Documents in an aggregate
outstanding  principal amount not to exceed  $66,000,000 plus $11,000,000 of DIP
Financing (as defined in the Intercreditor  Agreement)  undertaken in accordance
with and subject to the terms and limitations of the Intercreditor Agreement, 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 $600,000 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


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<PAGE>

provided in the ordinary course of business and in an outstanding  amount not to
exceed $4,800,000 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  (under  and as  defined  in the First  Lien  Credit
Agreement) 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 First
Lien Loan Documents and Permitted Refinancing thereof.

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

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

            (b) Investments in cash and Cash Equivalents;


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<PAGE>

            (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 Administrative Agent;

            (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
$300,000 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  to 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 $300,000 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;

            (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


                                       67
<PAGE>

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  $600,000  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
dividends  paid  after  the  Closing  Date  shall  not  exceed  $900,000  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


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<PAGE>

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  (other than prepayments of the First Lien Obligations
in accordance  with the terms of the First Lien Loan  Documents),  (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  First  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


                                       69
<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 Administrative Agent.

      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 and (h)
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 First Lien Loan Documents and any
Permitted  Refinancing  thereof and (iii) limitations on Liens (other than Liens
securing any  Obligation)  set forth in the  Contractual  Obligations  governing
Permitted Liens


                                       70
<PAGE>

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  First  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
Administrative Agent (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  Administrative  Agent 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


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(i) permit the aggregate  obligations  and  liabilities  of the Group Members to
T-Mobile and its  subsidiaries  and  affiliates to exceed  $120,000 at any time,
(ii)  waive or  otherwise  modify  the 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  Administrative  Agent
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
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
Administrative Agent 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 $600,000 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 permit the  acceleration  of the maturity of such  Indebtedness,
(iii) any other event shall occur or condition  shall exist after the applicable
grace


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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  the maturity of such  Indebtedness  or (iv)
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
regularly scheduled or mandatory required prepayment or voluntary termination of
a capital  lease),  prior to the stated  maturity  thereof;  provided that, with
respect to any such  default  described in clause (ii) under the First Lien Loan
Documents,  such default  shall only  constitute  an Event of Default under this
clause (d) if such default continues for 60 days without cure or waiver; 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 $600,000 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


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<PAGE>

of  more  than  30%  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

            (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, the
Administrative 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,  (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  shall  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), and (c) exercise any other remedies
which may be available under the Loan Documents or applicable law.

                                   ARTICLE X

                            THE ADMINISTRATIVE AGENT

      Section 10.1 Appointment and Duties. (a) Appointment of Agent. Each Lender
hereby  appoints  Clearlake  (together with any successor  Administrative  Agent
pursuant to Section 10.9) as the  Administrative  Agent hereunder and authorizes
the  Administrative  Agent 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


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and perform the duties as are expressly  delegated to the  Administrative  Agent
under such Loan  Documents  and (iii)  exercise  such  powers as are  reasonably
incidental thereto.

            (b) Duties as Collateral  Agent.  Without limiting the generality of
clause (a) above,  the  Administrative  Agent shall have the sole and  exclusive
right and authority (to the exclusion of the Lenders), and is hereby authorized,
to (i) 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),  (ii) 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,  (iii) manage,  supervise and otherwise deal with the
Collateral, (iv) 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,  (v)  except  as may be  otherwise  specified  in any Loan
Document,  exercise all remedies given to the Administrative Agent and the other
Secured  Parties  with  respect  to  the  Collateral,  whether  under  the  Loan
Documents,  applicable  Requirements  of Law or  otherwise  and (vi) 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;  provided,
however,  that the Administrative Agent hereby appoints,  authorizes and directs
each Lender to act as collateral  sub-agent for the Administrative Agent and the
Lenders  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,  and may further  authorize and
direct the Lenders to take further actions as collateral sub-agents for purposes
of enforcing such Liens or otherwise to transfer the Collateral  subject thereto
to the Administrative  Agent, and each Lender 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  Administrative
Agent (i) is acting  solely on behalf  of the  Lenders  (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",  the  terms  "agent",
"administrative  agent" and  "collateral  agent" and  similar  terms in any Loan
Document to refer to the  Administrative  Agent,  which terms are used for title
purposes only, (ii) is 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 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 hereby waives and agrees not to assert any claim
against  the  Administrative   Agent  based  on  the  roles,  duties  and  legal
relationships expressly disclaimed in clauses (i) through (iii) above.

      Section 10.2 Binding Effect.  Each Lender agrees that (i) any action taken
by  Administrative  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 the  Administrative  Agent in
reliance upon the instructions of Required Lenders (or, where so required,  such
greater  proportion) and (iii) the exercise by the  Administrative  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
Administrative  Agent shall not be required to exercise any  discretion or take,
or to omit to take,


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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 Administrative Agent shall not be required to take, or to omit to
take, any action (i) unless,  upon demand, the Administrative  Agent receives an
indemnification  satisfactory  to  it  from  the  Lenders  (or,  to  the  extent
applicable and acceptable to the Administrative  Agent, 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  Administrative  Agent or any
Related  Person  thereof or (ii) that is, in the  opinion of the  Administrative
Agent or their counsel,  contrary to any Loan Document or applicable Requirement
of Law.

      Section 10.4  Delegation of Rights and Duties.  The  Administrative  Agent
may, upon any term or condition  they  specify,  delegate or exercise any of its
rights,  powers and remedies under, and delegate or perform any of its 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 Administrative Agent.

      Section 10.5 Reliance and  Liability.  (a) The  Administrative  Agent 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 its 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 it to be genuine and
transmitted, signed or otherwise authenticated by the appropriate parties.

            (b) None of the Administrative Agent or its 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 and the  Borrower  hereby
waives and shall not assert (and 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 the Administrative 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 Administrative Agent:

                  (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 the  Administrative  Agent,  when  acting  on  behalf of the
      Administrative 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;


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<PAGE>

                  (iii) makes 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  the
      Administrative  Agent,  including as to completeness,  accuracy,  scope or
      adequacy thereof, or for the scope, nature or results of any due diligence
      performed  by  the  Administrative  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 or any Lender describing such Default or Event of
      Default   clearly   labeled   "notice  of  default"  (in  which  case  the
      Administrative  Agent 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 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  Administrative  Agent  based
thereon.

      Section  10.6  Agent  Individually.   The  Administrative  Agent  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 the  Administrative
Agent or any of its  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" and "Required Lender" and any similar terms shall, except
where  otherwise  expressly  provided  in any Loan  Document,  include,  without
limitation,  either Administrative Agent or such Affiliate,  as the case may be,
in its  individual  capacity  as  Lender  or as one  of  the  Required  Lenders,
respectively.

      Section 10.7 Lender  Credit  Decision.  Each Lender  acknowledges  that it
shall,  independently  and without reliance upon the  Administrative  Agent, any
Lender or any of their  Related  Persons  or upon any  document  (including  the
Disclosure Documents) solely or in part because such document was transmitted by
Administrative Agent or any of its 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 the Administrative
Agent  to the  Lenders,  the  Administrative  Agent  shall  not have any duty or
responsibility  to  provide  any  Lender  with any  credit or other  information
concerning the business,  prospects,  operations,  property, financial and other
condition  or  creditworthiness  of any Loan Party or any  Affiliate of any Loan
Party that may come in to the possession of the  Administrative  Agent or any of
its Related Persons.


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<PAGE>

      Section 10.8  Expenses;  Indemnities.  (a) Each Lender agrees to reimburse
the  Administrative  Agent and each of its  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 Facility 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
Administrative  Agent  or any of its  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 Administrative Agent
and each of its  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  Facility 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 the  Administrative  Agent or any of its 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  Administrative  Agent or any of its
Related  Persons  under  or  with  respect  to any of the  foregoing;  provided,
however,  that no Lender shall be liable to the  Administrative  Agent or any of
its Related Persons to the extent such liability has resulted primarily from the
gross negligence or willful  misconduct of the  Administrative  Agent 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 Agent. (a) The Administrative 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
Administrative  Agent delivers any such notice,  the Required Lenders shall have
the right to appoint a successor  Administrative Agent. If, within 30 days after
the  retiring  Administrative  Agent  having  given  notice of  resignation,  no
successor  Administrative  Agent has been appointed by the Required Lenders that
has accepted such appointment,  then the retiring  Administrative  Agent may, on
behalf of the Lenders,  appoint a successor  Administrative 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
Administrative  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 Administrative  Agent until a successor  Administrative  Agent shall have
accepted a valid appointment hereunder,  (iii) the retiring Administrative 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   Administrative   Agent  was,  or  because   such
Administrative  Agent had been, validly acting as Administrative Agent under the
Loan  Documents and (iv) subject to its rights under Section 10.3,  the retiring
Administrative  Agent shall take such action as may be  reasonably  necessary to
assign to the successor  Administrative Agent its rights as Administrative Agent
under the Loan Documents.  Effective  immediately upon its acceptance of a valid
appointment  as  Administrative  Agent, a successor  Administrative  Agent shall
succeed to, and become  vested


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with,   all  the  rights,   powers,   privileges  and  duties  of  the  retiring
Administrative Agent under the Loan Documents.

      Section  10.10 Release of  Collateral  or  Guarantors.  Each Lender hereby
consents to the release and hereby directs the  Administrative  Agent 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 Administrative 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  and  all  other  Obligations   (other  than  contingent   indemnification
Obligations  as to which no claim  has been  asserted)  that the  Administrative
Agent has 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,   in  amounts  and  on  terms  and   conditions  and  with  parties
satisfactory to the  Administrative  Agent and each Indemnitee that is owed such
Obligations and (D) to the extent requested by the Administrative Agent, receipt
by the Secured Parties of liability  releases from the Loan Parties each in form
and substance acceptable to the Administrative Agent.

Each Lender hereby  directs the  Administrative  Agent,  and the  Administrative
Agent  hereby  agrees,  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 as long as, by accepting  such  benefits,  such Secured Party agrees,  as
among the Administrative Agent and all other Secured Parties,  that such Secured
Party is bound by (and, if requested by the Administrative  Agent, shall confirm
such   agreement  in  a  writing  in  form  and  substance   acceptable  to  the
Administrative  Agent) 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  Administrative  Agent 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  Administrative  Agent and the Lenders
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


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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 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 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
Administrative  Agent and the  Borrower,  (2) in the case of any other waiver or
consent,  by the  Required  Lenders  (or by the  Administrative  Agent  with the
consent of the Required Lenders) and (3) in the case of any other amendment,  by
the  Required  Lenders (or by the  Administrative  Agent with the consent of the
Required Lenders), the Administrative Agent 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
Administrative  Agent with the consent 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 or (B) any fee or accrued
      interest payable to such Lender; 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


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      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",  "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
Administrative  Agent (or  otherwise  modify any  provision  of Article X or the
application  thereof)  or any SPV that has been  granted an option  pursuant  to
Section 11.2(f) unless in writing and signed by the Administrative  Agent 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).

            (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 Administrative Agent and when the Administrative Agent shall
have been notified by each Lender that such Lender 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  Administrative  Agent and
each Lender 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  or the  Administrative  Agent 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
Administrative  Agent 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 must be ratable  among the  obligations
owing to and owed by such Lender with respect to the Facility, (x) the aggregate
outstanding  principal  amount  (determined  as of  the  effective  date  of the
applicable  Assignment)  of the Loans and  Commitments  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


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with its Affiliates and Approved  Funds) entire  interest in such Facility or is
made with the prior consent of the Borrower and the  Administrative  Agent,  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 Administrative
Agent an  Assignment  evidencing  such Sale,  together  with any  existing  Note
subject  to such  Sale (or any  affidavit  of loss  therefor  acceptable  to the
Administrative  Agent),  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 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 Administrative  Agent (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
Administrative  Agent 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 Administrative Agent may continue to deal solely and directly
with such assigning Lender until receipt by the  Administrative  Agent of a copy
of the fully executed  Assignment,  (3) the failure of such assigning  Lender to
deliver an Assignment to the Administrative Agent 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)).


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            (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 Administrative  Agent or
(B) any holder of, or trustee for the  benefit of the holders of, such  Lender's
Securities by notice to the Administrative  Agent;  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  Administrative
Agent,  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 consent from the Administrative  Agent 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 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 Administrative  Agent
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


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(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 Administrative  Agent for all reasonable  out-of-pocket costs and
expenses  incurred by it or any of its 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  Administrative  Agent and
such  Related  Persons and fees,  charges  and  disbursements  of the  auditors,
appraisers,  printers and other of its Related Persons  retained by or on behalf
of any of them or any of their Related Persons, (b) the Administrative Agent for
all reasonable  costs and expenses  incurred by it or any of its 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  Administrative  Agent for its examiners) and (c) each of the Administrative
Agent, its Related Persons,  and each Lender 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 the  Administrative  Agent,  each  Lender 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), the use or intended use of
the proceeds of any Loan, 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


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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, 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 Administrative Agent), 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.


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<PAGE>

      Section 11.7  Lender-Creditor  Relationship.  The relationship between the
Lenders and the Administrative  Agent, 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  Administrative  Agent,  each
Lender 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  Administrative  Agent,  such  Lender  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
Administrative  Agent and each Lender agrees promptly to notify the Borrower and
the  Administrative  Agent  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  Administrative  Agent, the Lenders
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 in whole or in part, such purchase shall be rescinded
and the  purchase  price  therefor  shall be  returned  to such  Lender  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


                                       86
<PAGE>

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, to Clearlake Capital Group,  L.P., 650
Madison Avenue, 23rd Floor, New York, NY 10022,  Attention:  Behdad Eghbali (Fax
No.  212-610-9121),  with a copy (which shall not constitute notice) to Milbank,
Tweed,  Hadley & McCloy LLP, 601 South Figueroa Street, 30th Floor, Los Angeles,
CA 90017,  Attention:  Melainie K.  Mansfield  (Fax No.  213-629-5063),  and (C)
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 Administrative Agent 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 Administrative Agent in an appropriate location or
(iv)  addressed to such other address as shall be notified in writing (A) in the
case of the Borrower and the  Administrative  Agent, to the other parties hereto
and (B) in the case of all other parties, to the Borrower and the Administrative
Agent. 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
Administrative  Agent  pursuant  to Article  II or Article X shall be  effective
until received by the Administrative Agent.

      Section 11.12 Electronic Transmissions. (a) Authorization.  Subject to the
provisions of Section 11.11(a),  each of the Administrative Agent, the Borrower,
the Lenders 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,


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<PAGE>

(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  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
Administrative  Agent  or any of its  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  Administrative  Agent  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  Administrative  Agent 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.


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<PAGE>

            (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.

            (c)  Non-Exclusive  Jurisdiction.  Nothing contained in this Section
11.14 shall affect the right of the Administrative  Agent 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  Administrative  Agent, any Lender 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


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<PAGE>

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 Clearlake or of any of its 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 Clearlake  and without the prior  consent of
Clearlake,  except to the extent required to do so under applicable Requirements
of Law (provided that the Borrower shall use commercially  reasonable efforts to
permit Clearlake to review such disclosure).

      Section 11.20  Non-Public  Information;  Confidentiality.  (a) Each Lender
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 and the  Administrative  Agent (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 or the Administrative
Agent, as the case may be, 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 or the  Administrative  Agent, 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
Administrative  Agent, any Lender 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


                                       90
<PAGE>

and  address of the  Borrower  and other  information  allowing  such  Lender to
identify the Borrower in accordance with such act.

                            [Signature Pages Follow]


                                       91
<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


<PAGE>


                       AGENT:
                       CLEARLAKE CAPITAL GROUP, L.P., as Administrative Agent

                       By: CCG Operations, LLC
                       Its: General Partner

                       By: /s/ Behdad Eghbali
                          --------------------------------------
                       Name: Behdad Eghbali
                       Title: Authorized Signatory


<PAGE>


                       LENDERS:

                       RESERVOIR CAPITAL PARTNERS, L.P.,
                       as Lender
                       By: RCP GP, LLC, its general partner

                       By: /s/ Craig Huff
                          ------------------------------
                       Name: Craig Huff
                       Title: Co-Chief Executive Officer

                       RESERVOIR CAPITAL INVESTMENT PARTNERS, L.P.,
                       as Lender
                       By: RCIP GP, LLC, its general partner

                       By: /s/ Craig Huff
                          ------------------------------
                       Name: Craig Huff
                       Title: Co-Chief Executive Officer

                       RESERVOIR CAPITAL MASTER FUND II, L.P.,
                       as Lender
                       By: Reservoir Capital Group, L.L.C., its general partner

                       By: /s/ Craig Huff
                          ------------------------------
                       Name: Craig Huff
                       Title: Co-Chief Executive Officer