<PAGE>

                                                                    Exhibit 10.2

                          CREDIT AND GUARANTY AGREEMENT

                          dated as of December 20, 2001

                                      among

                             IPC ACQUISITION CORP.,

                 CERTAIN SUBSIDIARIES OF IPC ACQUISITION CORP.,
                                  as Guarantors

                                VARIOUS LENDERS,

                       GOLDMAN SACHS CREDIT PARTNERS L.P.,
                   as Sole Lead Arranger and Syndication Agent

                            THE BANK OF NOVA SCOTIA,
                  as Administrative Agent and Collateral Agent

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                             as Documentation Agent

            ________________________________________________________

                  $120,000,000 SENIOR SECURED CREDIT FACILITIES

            ________________________________________________________





<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                      <C>
SECTION 1. DEFINITIONS AND INTERPRETATION ...........................................       2
-----------------------------------------
     1.1.  Definitions. .............................................................       2
     ----  -----------
     1.2.  Accounting Terms .........................................................      29
     ----  ----------------
     1.3.  Interpretation, etc. .....................................................      29
     ----  --------------------

SECTION 2. LOANS AND LETTERS OF CREDIT ..............................................      29
--------------------------------------
     2.1.  Term Loans. ..............................................................      29
     ----  -----------
     2.2.  Revolving Loans. .........................................................      30
     ----  ----------------
     2.3.  Pro Rata Shares; Availability of Funds. ..................................      31
     ----  ---------------------------------------
     2.4.  Use of Proceeds. .........................................................      32
     ----  ----------------
     2.5.  Evidence of Debt; Register; Lenders' Books and Records; Notes. ...........      32
     ----  --------------------------------------------------------------
     2.6.  Interest on Loans. .......................................................      32
     ----  ------------------
     2.7.  Conversion/Continuation. .................................................      35
     ----  ------------------------
     2.8.  Default Interest. ........................................................      35
     ----  -----------------
     2.9.  Fees. ....................................................................      36
     ----  -----
     2.10. Scheduled Payments/Commitment Reductions/Repurchases. ....................      36
     ----  -----------------------------------------------------
     2.11. Voluntary Prepayments/Commitment Reductions/Repurchases. .................      37
     ----  --------------------------------------------------------
     2.12. Mandatory Prepayments/Commitment Reductions. .............................      40
     ----  --------------------------------------------
     2.13. Application of Prepayments/Reductions. ...................................      41
     ----  --------------------------------------
     2.14. General Provisions Regarding Payments. ...................................      43
     ----  --------------------------------------
     2.15. Ratable Sharing. .........................................................      44
     ----  ----------------
     2.16. Making or Maintaining Eurodollar Rate Loans. .............................      44
     ----  --------------------------------------------
     2.17. Increased Costs; Capital Adequacy. .......................................      46
     ----  ----------------------------------
     2.18. Taxes; Withholding, etc. .................................................      48
     ----  ------------------------
     2.19. Obligation to Mitigate. ..................................................      50
     ----  -----------------------
     2.20. Defaulting Lenders. ......................................................      51
     ----  -------------------
     2.21. Removal or Replacement of a Lender. ......................................      51
     ----  -----------------------------------
     2.22. Issuance of Letters of Credit and Purchase of Participations Therein. ....      52
     ----  ---------------------------------------------------------------------

SECTION 3. CONDITIONS PRECEDENT .....................................................      56
-------------------------------
     3.1.  Closing Date. ............................................................      56
     ----  -------------
     3.2.  Conditions to Each Credit Extension. .....................................      61
     ----  ------------------------------------

SECTION 4. REPRESENTATIONS AND WARRANTIES ...........................................      62
-----------------------------------------
     4.1.  Organization; Requisite Power and Authority; Qualification. ..............      62
     ----  -----------------------------------------------------------
     4.2.  Capital Stock and Ownership. .............................................      63
     ----  ----------------------------
     4.3.  Due Authorization. .......................................................      63
     ----  ------------------
     4.4.  No Conflict. .............................................................      63
     ----  ------------
     4.5.  Governmental Consents. ...................................................      64
     ----  ----------------------
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                       <C>
     4.6.   Binding Obligation. ........................................................   64
     ----   -------------------
     4.7.   Historical Financial Statements. ...........................................   64
     ----   -------------------------------
     4.8.   Projections. ...............................................................   64
     ----   -----------
     4.9.   No Material Adverse Change. ................................................   64
     ----   --------------------------
     4.10.  Compliance with Statutes, etc. .............................................   65
     -----  -----------------------------
     4.11.  Adverse Proceedings, etc. ..................................................   65
     -----  ------------------------
     4.12.  Payment of Taxes. ..........................................................   65
     -----  ----------------
     4.13.  Properties. ................................................................   65
     -----  ----------
     4.14.  Environmental Matters. .....................................................   66
     -----  ---------------------
     4.15.  No Defaults. ...............................................................   66
     -----  -----------
     4.16.  Material Contracts. ........................................................   66
     -----  ------------------
     4.17.  Governmental Regulation. ...................................................   66
     -----  -----------------------
     4.18.  Margin Stock. ..............................................................   67
     -----  ------------
     4.19.  Employee Matters. ..........................................................   67
     -----  ----------------
     4.20.  Employee Benefit Plans. ....................................................   67
     -----  -----------------------
     4.21.  Certain Fees. ..............................................................   68
     -----  ------------
     4.22.  Solvency. ..................................................................   68
     -----  --------
     4.23.  Related Agreements. ........................................................   68
     -----  ------------------
     4.24.  Disclosure. ................................................................   69
     -----  ----------

SECTION 5. AFFIRMATIVE COVENANTS .......................................................   69
--------------------------------
     5.1.   Financial Statements and Other Reports. ....................................   69
     ----   --------------------------------------
     5.2.   Existence. .................................................................   73
     ----   ---------
     5.3.   Payment of Taxes and Claims. ...............................................   73
     ----   ---------------------------
     5.4.   Maintenance of Properties. .................................................   74
     ----   -------------------------
     5.5.   Insurance. .................................................................   74
     ----   ---------
     5.6.   Inspections. ...............................................................   74
     ----   -----------
     5.7.   Lenders Meetings. ..........................................................   74
     ----   ----------------
     5.8.   Compliance with Laws. ......................................................   75
     ----   --------------------
     5.9.   Environmental. .............................................................   75
     ----   -------------
     5.10.  Subsidiaries. ..............................................................   76
     -----  ------------
     5.11.  Additional Material Real Estate Assets. ....................................   76
     -----  --------------------------------------
     5.12.  Interest Rate Protection. ..................................................   77
     -----  ------------------------
     5.13.  Further Assurances. ........................................................   77
     -----  ------------------
     5.14.  Certain Post-Closing Matters. ..............................................   77
     -----  ----------------------------

SECTION 6. NEGATIVE COVENANTS ..........................................................   77
-----------------------------
     6.1.   Indebtedness. ..............................................................   78
     ----   ------------
     6.2.   Liens. .....................................................................   80
     ----   -----
     6.3.   Equitable Lien. ............................................................   82
     ----   --------------
     6.4.   No Further Negative Pledges. ...............................................   82
     ----   ---------------------------
     6.5.   Restricted Junior Payments. ................................................   82
     ----   --------------------------
     6.6.   Restrictions on Subsidiary Distributions. ..................................   83
     ----   ----------------------------------------
     6.7.   Investments. ...............................................................   83
     ----   -----------
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                   <C>
     6.8.  Financial Covenants. ...................................................     84
     ----  -------------------
     6.9.  Fundamental Changes; Disposition of Assets; Acquisitions. ..............     87
     ----  --------------------------------------------------------
     6.10. Disposal of Subsidiary Interests. ......................................     88
     ----- ---------------------------
     6.11. Sales and Lease-Backs. .................................................     89
     ----- ---------------------
     6.12. Transactions with Shareholders and Affiliates. .........................     89
     ----- ---------------------------------------------
     6.13. Conduct of Business. ...................................................     89
     ----- -------------------
     6.14. Permitted Activities of Company. .......................................     90
     ----- -------------------------------
     6.15. Amendments or Waivers of Certain Related Agreements. ...................     90
     ----- ---------------------------------------------------
     6.16. Amendments or Waivers of with respect to Subordinated Indebtedness. ....     90
     ----- ------------------------------------------------------------------
     6.17. Fiscal Year. ...........................................................     91
     ----- -----------

SECTION 7. GUARANTY ...............................................................     91
-------------------
     7.1.  Guaranty of the Obligations. ...........................................     91
     ----  ---------------------------
     7.2.  Contribution by Guarantors. ............................................     91
     ----  --------------------------
     7.3.  Payment by Guarantors. .................................................     92
     ----  ---------------------
     7.4.  Liability of Guarantors Absolute. ......................................     92
     ----  --------------------------------
     7.5.  Waivers by Guarantors. .................................................     94
     ----  ---------------------
     7.6.  Guarantors' Rights of Subrogation, Contribution, etc. ..................     95
     ----  ----------------------------------------------------
     7.7.  Subordination of Other Obligations. ....................................     96
     ----  ----------------------------------
     7.8.  Continuing Guaranty. ...................................................     96
     ----  -------------------
     7.9.  Authority of Guarantors or Company. ....................................     96
     ----  ----------------------------------
     7.10. Financial Condition of Company. ........................................     96
     ----- ------------------------------
     7.11. Bankruptcy, etc. .......................................................     96
     ----- ---------------
     7.12. Discharge of Guaranty Upon Sale of Guarantor. ..........................     97
     ----- --------------------------------------------

SECTION 8. EVENTS OF DEFAULT. .....................................................     97
----------------------------
     8.1.  Events of Default. .....................................................     97
     ----  -----------------

SECTION 9. AGENTS .................................................................    101
-----------------
     9.1.  Appointment of Agents. .................................................    101
     ----  ---------------------
     9.2.  Powers and Duties. .....................................................    101
     ----  -----------------
     9.3.  General Immunity. ......................................................    101
     ----  ----------------
     9.4.  Agents Entitled to Act as Lender. ......................................    102
     ----  --------------------------------
     9.5.  Lenders' Representations, Warranties and Acknowledgment. ...............    102
     ----  -------------------------------------------------------
     9.6.  Right to Indemnity. ....................................................    103
     ----  ------------------
     9.7.  Successor Administrative Agent. ........................................    103
     ----  ------------------------------
     9.8.  Collateral Documents and Guaranty. .....................................    104
     ----  ---------------------------------

SECTION 10. MISCELLANEOUS .........................................................    105
-------------------------
     10.1. Notices. ...............................................................    105
     ----- -------
     10.2. Expenses. ..............................................................    105
     ----- --------
     10.3. Indemnity. .............................................................    106
     ----- ---------
     10.4. Set-Off. ...............................................................    106
     ----- -------
     10.5. Amendments and Waivers. ................................................    107
     ----- ----------------------
     10.6. Successors and Assigns; Participations. ................................    109
     ----- --------------------------------------
</TABLE>

<PAGE>

<TABLE>
     <S>                                                                                     <C>
     10.7.    Independence of Covenants....................................................  112
              -------------------------
     10.8.    Survival of Representations, Warranties and Agreements.......................  112
              ------------------------------------------------------
     10.9.    No Waiver; Remedies Cumulative...............................................  112
              ------------------------------
     10.10.   Marshalling; Payments Set Aside..............................................  112
              -------------------------------
     10.11.   Severability.................................................................  113
              ------------
     10.12.   Obligations Several; Independent Nature of Lenders' Rights...................  113
              ----------------------------------------------------------
     10.13.   Headings.....................................................................  113
              --------
     10.14.   APPLICABLE LAW...............................................................  113
              --------------
     10.15.   CONSENT TO JURISDICTION......................................................  113
              -----------------------
     10.16.   WAIVER OF JURY TRIAL.........................................................  114
              --------------------
     10.17.   Confidentiality..............................................................  114
              ---------------
     10.18.   Usury Savings Clause.........................................................  115
              --------------------
     10.19.   Counterparts.................................................................  115
              ------------
     10.20.   Effectiveness................................................................  116
              -------------
</TABLE>

<PAGE>

APPENDICES:    A-1      Term Loan Commitments
               A-2      Revolving Commitments
               B        Notice Addresses

SCHEDULES:     1.1(a)   Description of Acquisition
               1.1(b)   Certain Financial Calculations
               3.1(k)   Closing Date Mortgaged Properties
               3.1(l)   Landlord Collateral Access Agreement Properties
               4.1      Jurisdictions of Organization and Qualification
               4.2      Capital Stock and Ownership
               4.11     Adverse Proceedings
               4.13     Real Estate Assets
               4.16     Material Contracts
               4.21     Certain Fees
               5.1(b)   Back-log Analysis
               5.14     Certain Post-Closing Obligations
               6.1      Certain Indebtedness
               6.2      Certain Liens
               6.7      Certain Investments
               6.9(e)   Certain Acquisitions
               6.12     Certain Affiliate Transactions


EXHIBITS:      A-1      Funding Notice
               A-2      Conversion/Continuation Notice
               A-3      Issuance Notice
               B-1      Term Loan Note
               B-2      Revolving Loan Note
               C        Compliance Certificate
               D        Opinions of Counsel
               E        Assignment Agreement
               F        Certificate Re Non-bank Status
               G        Closing Date Certificate
               H        Counterpart Agreement
               I        Pledge and Security Agreement
               J        Mortgage
               K        Landlord Waiver and Consent Agreement
               L        Collateral Questionnaire

<PAGE>

                          CREDIT AND GUARANTY AGREEMENT

                  This CREDIT AND GUARANTY AGREEMENT, dated as of December 20,
2001, is entered into by and among IPC ACQUISITION CORP., a Delaware corporation
("Company"), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party
hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as sole
Lead Arranger, and as Syndication Agent (in such capacities, "Syndication
Agent"), THE BANK OF NOVA SCOTIA ("BNS"), as Administrative Agent (together with
its permitted successors in such capacity, "Administrative Agent") and as
Collateral Agent (together with its permitted successor in such capacity,
"Collateral Agent"), and GENERAL ELECTRIC CAPITAL CORPORATION ("GE Capital"), as
Documentation Agent (in such capacity, "Documentation Agent").

                                    RECITALS:

                  WHEREAS, capitalized terms used in these Recitals shall have
the respective meanings set forth for such terms in Section 1.1 hereof;

                  WHEREAS, Sponsor have formed Company, for the purpose of
engaging in a series of transactions, including the Acquisition, whereby Company
will acquire all of the voting power and outstanding Capital Stock of IPC
Information Systems, Inc. ("IPC");

                  WHEREAS, in connection with the Acquisition, Lenders have
agreed to extend certain credit facilities to Company, in an aggregate principal
amount not to exceed $120,000,000, consisting of $105,000,000 aggregate
principal amount of Term Loans, and up to $15,000,000 aggregate principal amount
of Revolving Commitments;

                  WHEREAS, the proceeds of the Term Loans, together with the
proceeds of the issuance by Company of $150,000,000 of Senior Subordinated Notes
and the sale by Company to Sponsor of common equity for cash in amount equal to
$140,000,000, will be used to finance the Acquisition Financing Requirements;

                  WHEREAS, Company has agreed to secure all of its Obligations
by granting to Collateral Agent, for the benefit of Secured Parties, a First
Priority Lien on substantially all of its assets, including a pledge of all of
the Capital Stock of each of its Domestic Subsidiaries and 65% of all the
Capital Stock of each of its Foreign Subsidiaries; and

                  WHEREAS, Guarantors have agreed to guarantee the obligations
of Company hereunder and to secure their respective Obligations by granting to
Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on
substantially all of their respective assets, including a pledge of all of the
Capital Stock of each of their respective Domestic Subsidiaries (including
Company) and 65% of all the Capital Stock of each of their respective Foreign
Subsidiaries.

<PAGE>

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

SECTION 1.        DEFINITIONS AND INTERPRETATION

         1.1.     Definitions. The following terms used herein, including in the
preamble, recitals, exhibits and schedules hereto, shall have the following
meanings:

                  "Acquisition" means the acquisition by Company of all of the
voting power and outstanding Capital Stock of IPC and certain other transactions
all as described in Schedule 1.1(a).

                  "Acquisition Financing Requirements" means the aggregate of
all amounts necessary (i) to pay the cash portion of the Acquisition and (ii) to
pay Transactions Costs.

                  "Adjusted Eurodollar Rate" means, for any Interest Rate
Determination Date with respect to an Interest Period for a Eurodollar Rate
Loan, the rate per annum obtained by dividing (and rounding upward to the next
whole multiple of 1/16 of 1%) (i) (a) the rate per annum (rounded to the nearest
1/100 of 1%) equal to the rate determined by Administrative Agent to be the
offered rate which appears on the page of the Telerate Screen which displays an
average British Bankers Association Interest Settlement Rate (such page
currently being page number 3740 or 3750, as applicable) for deposits (for
delivery on the first day of such period) with a term equivalent to such period
in Dollars, determined as of approximately 11:00 a.m. (London, England time) on
such Interest Rate Determination Date, or (b) in the event the rate referenced
in the preceding clause (a) does not appear on such page or service or if such
page or service shall cease to be available, the rate per annum (rounded to the
nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be
the offered rate on such other page or other service which displays an average
British Bankers Association Interest Settlement Rate for deposits (for delivery
on the first day of such period) with a term equivalent to such period in
Dollars, determined as of approximately 11:00 a.m. (London, England time) on
such Interest Rate Determination Date, or (c) in the event the rates referenced
in the preceding clauses (a) and (b) are not available, the rate per annum
(rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to
first class banks in the London interbank market by BNS for deposits (for
delivery on the first day of the relevant period) in Dollars of amounts in same
day funds comparable to the principal amount of the applicable Loan of
Administrative Agent, in its capacity as a Lender, for which the Adjusted
Eurodollar Rate is then being determined with maturities comparable to such
period as of approximately 11:00 a.m. (London, England time) on such Interest
Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the
                                                            -----
Applicable Reserve Requirement.

                  "Administrative Agent" as defined in the preamble hereto.

                  "Adverse Proceeding" means any action, suit, proceeding
(whether administrative, judicial or otherwise), governmental investigation or
arbitration (whether or not purportedly on behalf of Company or any of its
Subsidiaries) at law or in equity, or before or by

                                       2

<PAGE>

any Governmental Authority, domestic or foreign (including any Environmental
Claims), whether pending or, to the knowledge of Company or any of its
Subsidiaries, threatened against or affecting Company or any of its Subsidiaries
or any property of Company or any of its Subsidiaries.

          "Affected Lender" as defined in Section 2.16(b).

          "Affected Loans" as defined in Section 2.16(b).

          "Affiliate" means, as applied to any Person, any other Person directly
or indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power (i) to vote 15% or more of the Securities having
ordinary voting power for the election of directors of such Person or (ii) to
direct or cause the direction of the management and policies of that Person,
whether through the ownership of voting securities or by contract or otherwise;
provided, however, that GSCP shall not be considered an Affiliate of Company.
--------  -------

          "Agent" means each of Syndication Agent, Administrative Agent,
Collateral Agent and Documentation Agent.

          "Aggregate Amounts Due" as defined in Section 2.15.

          "Aggregate Payments" as defined in Section 7.2.

          "Agreement" means this Credit and Guaranty Agreement, dated as of
December 20, 2001, as it may be amended, restated, supplemented or otherwise
modified from time to time.

          "Applicable Margin" means (i) with respect to Loans that are
Eurodollar Rate Loans, 4.50% per annum; and (ii) with respect to Loans that are
Base Rate Loans, 3.50% per annum.

          "Applicable Reserve Requirement" means, at any time, for any
Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which
reserves (including, without limitation, any basic marginal, special,
supplemental, emergency or other reserves) are required to be maintained with
respect thereto against "Eurocurrency liabilities" (as such term is defined in
Regulation D) under regulations issued from time to time by the Board of
Governors of the Federal Reserve System or other applicable banking regulator.
Without limiting the effect of the foregoing, the Applicable Reserve Requirement
shall reflect any other reserves required to be maintained by such member banks
with respect to (i) any category of liabilities which includes deposits by
reference to which the applicable Adjusted Eurodollar Rate or any other interest
rate of a Loan is to be determined, or (ii) any category of extensions of credit
or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan
shall be deemed to constitute Eurocurrency liabilities and as such shall be
deemed subject to reserve requirements without benefits of credit for proration,
exceptions or offsets that may be available from time to time to

                                       3

<PAGE>

the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be
adjusted automatically on and as of the effective date of any change in the
Applicable Reserve Requirement.

          "Applicable Revolving Commitment Fee Percentage" means 1.00% per
annum.

          "Asset Sale" means a sale, lease or sub-lease (as lessor or
sublessor), sale and leaseback, assignment, conveyance, transfer or other
disposition to, or any exchange of property with, any Person (other than Company
or any Guarantor Subsidiary), in one transaction or a series of transactions, of
all or any part of Company's or any of its Subsidiaries' businesses, assets or
properties of any kind, whether real, personal, or mixed and whether tangible or
intangible, whether now owned or hereafter acquired, including, without
limitation, the Capital Stock of any of Company's Subsidiaries, other than (i)
inventory (or other assets) sold or leased in the ordinary course of business,
and (ii) sales of other assets for aggregate consideration of less than
$2,000,000 with respect to any transaction or series of related transactions and
less than $5,000,000 in the aggregate during any Fiscal Year.

          "Assignment Agreement" means an Assignment and Assumption Agreement
substantially in the form of Exhibit E, with such amendments or modifications as
may be approved by Administrative Agent.

          "Authorized Officer" means, as applied to any Person, any individual
holding the position of chairman of the board (if an officer), chief executive
officer, president or one of its vice presidents (or the equivalent thereof),
and such Person's chief financial officer or treasurer.

          "Bankruptcy Code" means Title 11 of the United States Code entitled
"Bankruptcy," as now and hereafter in effect, or any successor statute.

          "Base Rate" means, for any day, a rate per annum equal to the greater
of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. Any change in the Base Rate due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be effective
on the effective day of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively.

          "Base Rate Loan" means a Loan bearing interest at a rate determined by
reference to the Base Rate.

          "Beneficiary" means each Agent, Issuing Bank, Lender and Lender
Counterparty.

          "Business Day" means (i) any day excluding Saturday, Sunday and any
day which is a legal holiday under the laws of the State of New York or is a day
on which banking institutions located in such state are authorized or required
by law or other governmental action to close and (ii) with respect to all
notices, determinations, fundings and payments in connection

                                       4

<PAGE>

with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term
"Business Day" shall mean any day which is a Business Day described in clause
(i) and which is also a day for trading by and between banks in Dollar deposits
in the London interbank market.

          "Capital Lease" means, as applied to any Person, any lease of any
property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is or should be accounted for as a capital lease on the
balance sheet of that Person.

          "Capital Partners" means collectively, GS Capital Partners 2000, L.P.,
GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH & Co.
Beteilgungs KG, GS Capital Partners 2000 Employee Fund, L.P., Stone Street Fund
2000, L.P. and Bridge Street Special Opportunities Fund 2000, L.P. and their
respective Affiliates.

          "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation),
including, without limitation, partnership interests and membership interests,
and any and all warrants, rights or options to purchase or other arrangements or
rights to acquire any of the foregoing (other than convertible Indebtedness).

          "Cash" means money, currency or a credit balance in any demand or
Deposit Account.

          "Cash Equivalents" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (b) issued by any
agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing within one year
after such date; (ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof, in each case maturing within one year after such
date and having, at the time of the acquisition thereof, a rating of at least
A-1 from S&P or at least P-1 from Moody's; (iii) commercial paper maturing no
more than one year from the date of creation thereof and having, at the time of
the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from
Moody's; (iv) certificates of deposit or bankers' acceptances (or in the case of
Foreign Subsidiaries, the foreign equivalent) maturing within one year after
such date and issued or accepted by any Lender or by any commercial bank
organized under the laws of the United States of America or any state thereof or
the District of Columbia that (a) is at least "adequately capitalized" (as
defined in the regulations of its primary Federal banking regulator) and (b) has
Tier 1 capital (as defined in such regulations) of not less than $100,000,000,
or in the case of Foreign Subsidiaries, any local office of any commercial bank
organized under the law of the relevant jurisdiction or any political
subdivision thereof which has a combined capital and surplus and undivided
profits in excess of $500,000,000; and (v) shares of any money market mutual
fund that (a) has substantially all of its assets invested continuously in the
types of investments referred to in clauses (i), (ii), (iii) and (iv) above, (b)
has net assets of not less than $500,000,000, and (c) has the highest rating
obtainable from either S&P or Moody's.

                                       5

<PAGE>

          "Certificate re Non-Bank Status" means a certificate substantially in
the form of Exhibit F.

          "Change of Control" means, at any time, (i) Capital Partners shall
either (a) fail to beneficially own and control at least 51% of the outstanding
voting interests in the Capital Stock of Company; or (b) fail to (y) own and
control at least 35% of the outstanding voting interests in the Capital Stock of
Company and (z) have designated or appointed a majority of the members of the
board of directors (or similar governing body) of Company then in office at any
time; (ii) any Person or "group" (within the meaning of Rules 13d-3 and 13d-5
under the Exchange Act) other than Capital Partners (a) shall have acquired
beneficial ownership of 35% or more of the outstanding voting interest in the
Capital Stock of Company or (b) shall have obtained the power (whether or not
exercised) to elect a majority of the members of the board of directors (or
similar governing body) of Company; (iii) Company shall cease to beneficially
own and control 100% of the outstanding economic and voting interest in the
Capital Stock of IPC Information Systems, Inc.; (iv) the majority of the seats
(other than vacant seats) on the board of directors (or similar governing body)
of Company cease to be occupied by Persons who either (a) were members of the
board of directors of Company on the Closing Date or (b) were either (x)
nominated for election by the board of directors of Company, a majority of whom
were directors on the Closing Date or whose election or nomination for election
was previously approved by a majority of such directors or (y) designated or
appointed by the Sponsor; or (v) any "change of control" or similar event under
the Senior Subordinated Notes shall occur.

          "Class" means (i) with respect to Lenders, each of the following
classes of Lenders: (a) Lenders having Term Loan Exposure, and (b) Lenders
having Revolving Exposure, and (ii) with respect to Loans, each of the following
classes of Loans: (a) Term Loans and (b) Revolving Loans.

          "Closing Date" means the date on which the Term Loans are made.

          "Closing Date Certificate" means a Closing Date Certificate
substantially in the form of Exhibit G.

          "Closing Date Mortgaged Property" as defined in Section 3.1(k).

          "Collateral" means, collectively, all of the real, personal and mixed
property (including Capital Stock) in which Liens are purported to be granted
pursuant to the Collateral Documents as security for the Obligations.

          "Collateral Agent" as defined in the preamble hereto.

          "Collateral Documents" means the Pledge and Security Agreement, the
Mortgages, the Landlord Personal Property Collateral Access Agreements, if any,
and all other instruments, documents and agreements delivered by any Credit
Party pursuant to this Agreement or any of the other Credit Documents in order
to grant to Administrative Agent, for the benefit of Lenders, a Lien on any
real, personal or mixed property of that Credit Party as security for the
Obligations.

                                       6

<PAGE>

          "Collateral Questionnaire" means a certificate in form satisfactory to
the Collateral Agent that provides information with respect to the personal or
mixed property of each Credit Party substantially in the form of Exhibit L.

          "Commitment" means any Revolving Commitment or Term Loan Commitment.

          "Company" as defined in the preamble hereto.

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

          "Conduit Entity" as defined in Section 2.18(a).

          "Consolidated Adjusted EBITDA" means, for any period, an amount
determined for Company and its Subsidiaries on a consolidated basis equal to (i)
the sum, without duplication, of the amounts for such period of (a) Consolidated
Net Income, (b) Consolidated Interest Expense, (c) provisions for taxes based on
income, (d) total depreciation expense, (e) total amortization expense, and (f)
other non-Cash items reducing Consolidated Net Income (including write-offs of
debt discounts and debt issuance costs and commissions but excluding any such
non-Cash item to the extent that it represents an accrual or reserve for
potential Cash items during the full term that the Obligations are outstanding),
minus (ii) other non-Cash items increasing Consolidated Net Income for such
-----
period (excluding any such non-Cash item to the extent it represents the
reversal of an accrual or reserve for potential Cash item in any prior period);
provided that the foregoing shall be subject to adjustments as described in
--------
Schedule 1.1(b).

          "Consolidated Capital Expenditures" means, for any period, the
aggregate of all expenditures of Company and its Subsidiaries during such period
determined on a consolidated basis that, in accordance with GAAP, are or should
be included in "purchase of property and equipment" or similar items reflected
in the consolidated statement of cash flows of Company and its Subsidiaries.

          "Consolidated Cash Interest Expense" means, for any period,
Consolidated Interest Expense for such period, excluding any amount not payable
in Cash.

          "Consolidated Current Assets" means, as at any date of determination,
the total assets of Company and its Subsidiaries on a consolidated basis that
may properly be classified as current assets in conformity with GAAP, excluding
Cash and Cash Equivalents.

          "Consolidated Current Liabilities" means, as at any date of
determination, the total liabilities of Company and its Subsidiaries on a
consolidated basis that may properly be classified as current liabilities in
conformity with GAAP, excluding (i) the current portion of long term debt and
(ii) any current liabilities resulting from a deferral of revenue in accordance
with the historical financial accounting practices of Company and its
Subsidiaries as in effect immediately prior to the Closing Date and consistently
applied.

                                       7

<PAGE>

          "Consolidated Excess Cash Flow" means, for any period, an amount (if
positive) equal to: (i) the sum, without duplication, of the amounts for such
period of (a) Consolidated Adjusted EBITDA, plus (b) the Consolidated Working
Capital Adjustment, minus (ii) the sum, without duplication, of the amounts for
                    -----
such period of (a) voluntary and scheduled repayments of Consolidated Total Debt
(excluding (i) repayments of Revolving Loans except to the extent the Revolving
Commitments are permanently reduced in connection with such repayments and (ii)
repurchases of Term Loans made pursuant to Section 2.11(c)), (b) Consolidated
Capital Expenditures paid in Cash ((i) net of any proceeds of any related
financings with respect to such expenditures and (ii) minus any expenditures
constituting consideration paid with respect to Permitted Acquisitions (other
than with respect to Permitted Acquisitions set forth on Schedule 6.9(e)) or
permitted Investments), (c) Consolidated Cash Interest Expense, and (d)
provisions for current taxes based on income of Company and its Subsidiaries and
payable in cash with respect to such period.

          "Consolidated Fixed Charges" means, for any period, the sum, without
duplication, of the amounts determined for Company and its Subsidiaries on a
consolidated basis equal to (i) Consolidated Cash Interest Expense, (ii)
scheduled payments of principal on Consolidated Total Debt, (iii) Consolidated
Capital Expenditures and (iv) the portion of taxes based on income actually paid
in cash and provisions for cash income taxes; provided that the foregoing shall
                                              --------
be subject to adjustments as described in Schedule 1.1(b).

          "Consolidated Interest Expense" means, for any period, total interest
expense (including that portion attributable to Capital Leases in accordance
with GAAP and capitalized interest) of Company and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of Company and
its Subsidiaries, including all commissions, discounts and other fees and
charges owed with respect to letters of credit and net costs under Interest Rate
Agreements, but excluding, however, any amounts referred to in Section 2.9(c)
payable on or before the Closing Date; provided that the foregoing shall be
                                       --------
subject to adjustments as described in Schedule 1.1(b).

          "Consolidated Net Income" means, for any period, (i) the net income
(or loss) of Company and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with GAAP,
minus (ii) (a) the income (or loss) of any Person (other than a Subsidiary of
-----
Company) in which any other Person (other than Company or any of its
Subsidiaries) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to Company or any of its
Subsidiaries by such Person during such period, (b) the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary of Company or is merged
into or consolidated with Company or any of its Subsidiaries or that Person's
assets are acquired by Company or any of its Subsidiaries, (c) the income of any
Subsidiary of Company to the extent that the declaration or payment of dividends
or similar distributions by that Subsidiary of that income is not at the time
permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that Subsidiary, (d) any after-tax gains or losses attributable to Asset Sales
or returned surplus assets of any Pension Plan, and (e) (to the extent

                                       8

<PAGE>

not included in clauses (a) through (d) above) any net extraordinary gains or
net extraordinary losses.

          "Consolidated Total Debt" means, as at any date of determination, the
aggregate stated balance sheet amount of all Indebtedness of Company and its
Subsidiaries determined on a consolidated basis in accordance with GAAP.

          "Consolidated Total Senior Secured Debt" means as at any date of
determination, the total amount of Indebtedness incurred by Company and its
Subsidiaries, determined as of the last day of any Fiscal Quarter, minus the
                                                                   -----
outstanding principal amount of Senior Subordinated Notes together with other
unsecured Indebtedness.

          "Consolidated Working Capital" means, as at any date of determination,
the excess of Consolidated Current Assets over Consolidated Current Liabilities.

          "Consolidated Working Capital Adjustment" means, for any period on a
consolidated basis, the amount (which may be a negative number) by which
Consolidated Working Capital as of the beginning of such period exceeds (or is
less than) Consolidated Working Capital as of the end of such period.

          "Contractual Obligation" means, as applied to any Person, any
provision of any Security issued by that Person or of any indenture, mortgage,
deed of trust, contract, undertaking, agreement or other instrument to which
that Person is a party or by which it or any of its properties is bound or to
which it or any of its properties is subject.

          "Contributing Guarantors" as defined in Section 7.2.

          "Conversion/Continuation Date" means the effective date of a
continuation or conversion, as the case may be, as set forth in the applicable
Conversion/Continuation Notice.

          "Conversion/Continuation Notice" means a Conversion/Continuation
Notice substantially in the form of Exhibit A-2.

          "Counterpart Agreement" means a Counterpart Agreement substantially in
the form of Exhibit H delivered by a Credit Party pursuant to Section 5.10.

          "Credit Date" means the date of a Credit Extension.

          "Credit Document" means any of this Agreement, the Notes, if any, the
Collateral Documents, any documents or certificates executed by Company in favor
of Issuing Bank relating to Letters of Credit and all other documents,
instruments or agreements (as such may be amended, restated, supplemented or
otherwise modified from time to time) executed and delivered by a Credit Party
for the benefit of any Agent, Issuing Bank or any Lender in connection herewith.

                                       9

<PAGE>

          "Credit Extension" means the making of a Loan or the issuing of a
Letter of Credit.

          "Credit Party" means each Person (other than any Agent, Issuing Bank
or any Lender or any other representative thereof) from time to time party to a
Credit Document.

          "Currency Agreement" means any foreign exchange contract, currency
swap agreement, futures contract, option contract, synthetic cap or other
similar agreement or arrangement, each of which is for the purpose of hedging
the foreign currency risk associated with Company's and its Subsidiaries'
operations and not for speculative purposes.

          "Default" means a condition or event that, after notice or lapse of
time or both, would constitute an Event of Default.

          "Default Excess" means, with respect to any Defaulting Lender, the
excess, if any, of such Defaulting Lender's Pro Rata Share of the aggregate
outstanding principal amount of Loans of all Lenders (calculated as if all
Defaulting Lenders (other than such Defaulting Lender) had funded all of their
respective Defaulted Loans) over the aggregate outstanding principal amount of
all Loans of such Defaulting Lender.

          "Default Period" means, with respect to any Defaulting Lender, the
period commencing on the date of the applicable Funding Default and ending on
the earliest of the following dates: (i) the date on which all Commitments are
cancelled or terminated and/or the Obligations are declared or become
immediately due and payable, (ii) the date on which (a) the Default Excess with
respect to such Defaulting Lender shall have been reduced to zero (whether by
the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting
Lender or by the non-pro rata application of any voluntary or mandatory
prepayments of the Loans in accordance with the terms of Section 2.11 or Section
2.12 or by a combination thereof) and (b) such Defaulting Lender shall have
delivered to Company and Administrative Agent a written reaffirmation of its
intention to honor its obligations hereunder with respect to its Commitments,
and (iii) the date on which Company, Administrative Agent and Requisite Lenders
waive all Funding Defaults of such Defaulting Lender in writing.

          "Defaulting Lender" as defined in Section 2.20.

          "Defaulted Loan" as defined in Section 2.20.

          "Deposit Account" means a demand, time, savings, passbook or like
account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

          "Documentation Agent" as defined in the preamble hereto.

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

                                       10

<PAGE>

          "Domestic Subsidiary" means any Subsidiary organized under the laws of
the United States of America, any State thereof or the District of Columbia
other than a Subsidiary that has no material assets other than the Capital Stock
of one or more Foreign Subsidiaries and other assets relating to an ownership
interest in such Capital Stock.

          "Eligible Assignee" means (i) any Lender, any Affiliate of any Lender
(which, for purposes of this definition, shall include any investment or similar
fund that is owned, managed or controlled by such Lender) and any Related Fund
(any two or more Related Funds being treated as a single Eligible Assignee for
all purposes hereof), and (ii) any commercial bank, insurance company,
investment or mutual fund or other entity that is an "accredited investor" (as
defined in Regulation D under the Securities Act) and which extends credit or
buys loans as one of its businesses; provided, no Affiliate of Company shall be
                                     --------
an Eligible Assignee.

          "Employee Benefit Plan" means any "employee benefit plan" as defined
in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to
by, or required to be contributed by, Company, any of its Subsidiaries or any of
their respective ERISA Affiliates.

          "Environmental Claim" means any investigation, notice of violation,
claim, action, suit, proceeding, demand, abatement order or other order or
directive (conditional or otherwise), by any governmental authority or any other
Person, arising (i) pursuant to or in connection with any actual or alleged
violation of any Environmental Law; (ii) in connection with any Hazardous
Material or any actual or alleged Hazardous Materials Activity; or (iii) in
connection with any actual or alleged damage, injury, threat or harm to health,
safety, natural resources or the environment.

          "Environmental Laws" means any and all current or future foreign or
domestic, federal or state (or any subdivision of either of them), statutes,
ordinances, orders, rules, regulations, guidance documents, judgments,
Governmental Authorizations, or any other requirements of Governmental
Authorities relating to (i) environmental matters, including those relating to
any Hazardous Materials Activity; (ii) the generation, use, storage,
transportation or disposal of Hazardous Materials; or (iii) occupational safety
and health, industrial hygiene, land use or the protection of human, plant or
animal health or welfare, in any manner applicable to Company or any of its
Subsidiaries or any Facility.

          "Equity Financing" means the issuance by Company to Sponsor of not
less than $140,000,000 of common equity in connection with the Acquisition.

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

          "ERISA Affiliate" means, as applied to any Person, (i) any corporation
which is a member of a controlled group of corporations within the meaning of
Section 414(b) of the Internal Revenue Code of which that Person is a member;
(ii) any trade or business (whether or not incorporated) which is a member of a
group of trades or businesses under common control within the meaning of Section
414(c) of the Internal Revenue Code of which that Person is a

                                       11

<PAGE>

member; and (iii) any member of an affiliated service group within the meaning
of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any
corporation described in clause (i) above or any trade or business described in
clause (ii) above is a member. Any former ERISA Affiliate of Company or any of
its Subsidiaries shall continue to be considered an ERISA Affiliate of Company
or any such Subsidiary within the meaning of this definition with respect to the
period such entity was an ERISA Affiliate of Company or such Subsidiary and with
respect to liabilities arising after such period for which Company or such
Subsidiary could be liable under the Internal Revenue Code or ERISA.

          "ERISA Event" means (i) a "reportable event" within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for 30-day notice to the
PBGC has been waived by regulation); (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the
Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan
pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such
plan in a distress termination described in Section 4041(c) of ERISA; (iv) the
withdrawal by Company, any of its Subsidiaries or any of their respective ERISA
Affiliates from any Pension Plan with two or more contributing sponsors or the
termination of any such Pension Plan resulting in liability to Company, any of
its Subsidiaries or any of their respective Affiliates pursuant to Section 4063
or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate
any Pension Plan, or the occurrence of any event or condition which would
reasonably be expected to constitute grounds under ERISA for the termination of,
or the appointment of a trustee to administer, any Pension Plan; (vi) the
imposition of liability on Company, any of its Subsidiaries or any of their
respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by
reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of
Company, any of its Subsidiaries or any of their respective ERISA Affiliates in
a complete or partial withdrawal (within the meaning of Sections 4203 and 4205
of ERISA) from any Multiemployer Plan if there is any potential liability
therefor, or the receipt by Company, any of its Subsidiaries or any of their
respective ERISA Affiliates of notice from any Multiemployer Plan that it is in
reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that
it intends to terminate or has terminated under Section 4041A or 4042 of ERISA;
(viii) the occurrence of an act or omission which would reasonably be expected
to give rise to the imposition on Company, any of its Subsidiaries or any of
their respective ERISA Affiliates of fines, penalties, taxes or related charges
under Chapter 43 of the Internal Revenue Code or under Section 409, Section
502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit
Plan; (ix) the assertion of a material claim (other than routine claims for
benefits) against any Employee Benefit Plan other than a Multiemployer Plan or
the assets thereof, or against Company, any of its Subsidiaries or any of their
respective ERISA Affiliates in connection with any Employee Benefit Plan; (x)
receipt from the Internal Revenue Service of notice of the failure of any
Pension Plan (or any other Employee Benefit Plan intended to be qualified under
Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of
the Internal Revenue Code, or the failure of any trust forming part of any
Pension Plan to qualify for exemption from

                                       12

<PAGE>

taxation under Section 501(a) of the Internal Revenue Code; or (xi) the
imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal
Revenue Code or pursuant to ERISA with respect to any Pension Plan.

          "Eurodollar Rate Loan" means a Loan bearing interest at a rate
determined by reference to the Adjusted Eurodollar Rate.

          "Event of Default" means each of the conditions or events set forth in
Section 8.1.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor statute.

          "Existing Guaranty Obligations" means guaranty, lease, letter of
credit and other obligations of IPC or its Subsidiaries certified by the Sellers
as existing as of the Closing Date pursuant to the Purchase Agreement; provided,
                                                                       --------
that Cash and/or Cash Equivalents representing a portion of the cash
consideration payable under the Purchase Agreement and in an aggregate amount
equal to the aggregate amount of all outstanding Existing Guaranty Obligations
has not been paid to the Sellers and shall be maintained in the Holdback Account
(as such term is defined in the Purchase Agreement).

          "Facility" means any real property (including all buildings, fixtures
or other improvements located thereon) now, hereafter or heretofore owned,
leased, operated or used by Company or any of its Subsidiaries or any of their
respective predecessors.

          "Fair Share Contribution Amount" as defined in Section 7.2.

          "Fair Share" as defined in Section 7.2.

          "Fair Share Shortfall" as defined in Section 7.2.

          "Federal Funds Effective Rate" means for any day, the rate per annum
(expressed, as a decimal, rounded upwards, if necessary, to the next higher
1/100 of 1%) equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided, (i) if such day
                                                       --------
is not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (ii) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate charged to Administrative Agent, in its capacity as a Lender, on
such day on such transactions as determined by Administrative Agent.

          "Financial Officer Certification" means, with respect to the financial
statements for which such certification is required, the certification of the
chief financial officer of Company that such financial statements fairly
present, in all material respects, the financial condition of Company and its
Subsidiaries as at the dates indicated and the results of their

                                       13

<PAGE>

operations and their cash flows for the periods indicated, subject to changes
resulting from audit and normal year-end adjustments.

          "Financial Plan" as defined in Section 5.1(i).

          "First Priority" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that such Lien is
the only Lien to which such Collateral is subject, other than Permitted Liens.

          "Fiscal Quarter" means a fiscal quarter of any Fiscal Year.

          "Fiscal Year" means the fiscal year of Company and its Subsidiaries
ending on September 30 of each calendar year.

          "Fixed Charge Coverage Ratio" means the ratio as of the last day of
any Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the four-Fiscal
Quarter Period then ending, to (ii) Consolidated Fixed Charges for such
four-Fiscal Quarter Period; provided that the foregoing shall be subject to
                            --------
adjustment as described on Schedule 1.1(b).

          "Flood Hazard Property" means any Real Estate Asset subject to a
mortgage in favor of Administrative Agent, for the benefit of Lenders, and
located in an area designated by the Federal Emergency Management Agency as
having special flood or mud slide hazards.

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

          "Funding Default" as defined in Section 2.20.

          "Funding Guarantors" as defined in Section 7.2.

          "Funding Notice" means a notice substantially in the form of Exhibit
A-1.

          "GAAP" means, subject to the limitations on the application thereof
set forth in Section 1.2, United States generally accepted accounting principles
in effect as of the date of determination thereof.

          "Governmental Acts" means any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or
Governmental Authority.

          "Governmental Authority" means any federal, state, municipal, national
or other government, governmental department, commission, board, bureau, court,
agency or instrumentality or political subdivision thereof or any entity or
officer exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to any government or any court, in
each case whether associated with a state of the United States, the United
States, or a foreign entity or government.

                                       14

<PAGE>

          "Governmental Authorization" means any permit, license, authorization,
plan, directive, consent order or consent decree of or from any Governmental
Authority.

          "Grantor" as defined in the Pledge and Security Agreement.

          "GSCP" as defined in the preamble hereto.

          "Guaranteed Obligations" as defined in Section 7.1.

          "Guarantor" means each Domestic Subsidiary of Company.

          "Guarantor Subsidiary" means each Guarantor.

          "Guaranty" means the guaranty of each Guarantor set forth in Section
7.

          "Hazardous Materials" means any chemical, material or substance,
exposure to which is prohibited, limited or regulated as hazardous by any
Governmental Authority or which may or could pose a hazard to the health and
safety of the owners, occupants or any Persons in the vicinity of any Facility
or to the indoor or outdoor environment.

          "Hazardous Materials Activity" means any past, current, proposed or
threatened activity, event or occurrence involving any Hazardous Materials,
including the use, manufacture, possession, storage, holding, presence,
existence, location, Release, threatened Release, discharge, placement,
generation, transportation, processing, construction, treatment, abatement,
removal, remediation, disposal, disposition or handling of any Hazardous
Materials, and any corrective action or response action with respect to any of
the foregoing.

          "Hedge Agreement" means an Interest Rate Agreement and/or a Currency
Agreement entered into with a Lender Counterparty in order to satisfy the
requirements of this Agreement or otherwise in the ordinary course of Company's
or any of its Subsidiaries' businesses.

          "Highest Lawful Rate" means the maximum lawful interest rate, if any,
that at any time or from time to time may be contracted for, charged, or
received under the laws applicable to any Lender which are presently in effect
or, to the extent allowed by law, under such applicable laws which may hereafter
be in effect and which allow a higher maximum nonusurious interest rate than
applicable laws now allow.

          "Historical Financial Statements" means as of the Closing Date, (i)
the audited financial statements of Company and its Subsidiaries, for the
immediately preceding three Fiscal Years, consisting of balance sheets and the
related consolidated statements of income, stockholders' equity and cash flows
for such Fiscal Years and (ii) the unaudited monthly financial statements of
Company and its Subsidiaries for each of October 2001 and November 2001,
consisting of a balance sheet and the related consolidated statements of income,
stockholders' equity and cash flows for the twelve-month period, as applicable,
ending on such date, and, in the case of clause (i), certified by the chief
financial officer of Company that they

                                       15

<PAGE>

fairly present, in all material respects, the financial condition of Company and
its Subsidiaries as at the dates indicated and the results of their operations
and their cash flows for the periods indicated, subject to changes resulting
from audit and normal year-end adjustments.

          "Increased-Cost Lenders" as defined in Section 2.21.

          "Indebtedness", as applied to any Person, means, without duplication,
(i) all indebtedness for borrowed money; (ii) that portion of obligations with
respect to Capital Leases that is properly classified as a liability on a
balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted
representing extensions of credit whether or not representing obligations for
borrowed money; (iv) any obligation owed for all or any part of the deferred
purchase price of property or services (excluding any such obligations incurred
under ordinary course trade payables and other accrued expenses in the ordinary
course of such Person's business), which purchase price is (a) due more than six
months from the date of incurrence of the obligation in respect thereof or (b)
evidenced by a note or similar written instrument; (v) all indebtedness secured
by any Lien on any property or asset owned or held by that Person regardless of
whether the indebtedness secured thereby shall have been assumed by that Person
or is nonrecourse to the credit of that Person; (vi) the face amount of any
letter of credit issued for the account of that Person or as to which that
Person is otherwise liable for reimbursement of drawings; (vii) the direct or
indirect guaranty, endorsement (otherwise than for collection or deposit in the
ordinary course of business), co-making, discounting with recourse or sale with
recourse by such Person of the obligation of another; (viii) any obligation of
such Person the primary purpose or intent of which is to provide assurance to an
obligee that the obligation of the obligor thereof will be paid or discharged,
or any agreement relating thereto will be complied with, or the holders thereof
will be protected (in whole or in part) against loss in respect thereof; (ix)
any liability of such Person for the obligation of another through any agreement
(contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such
obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise) or (b) to maintain the solvency
or any balance sheet item, level of income or financial condition of another if,
in the case of any agreement described under subclauses (a) or (b) of this
clause (ix), the primary purpose or intent thereof is as described in clause
(viii) above; and (x) obligations of such Person in respect of any exchange
traded or over the counter derivative transaction, including, without
limitation, any Interest Rate Agreement and Currency Agreement, whether entered
into for hedging or speculative purposes; provided, that obligations under (a)
                                          --------
any Interest Rate Agreement and any Currency Agreement shall not be
"Indebtedness" for any purpose under Section 6.8, (b) any Existing Guaranty
Obligations to the extent an amount of Cash and/or Cash Equivalents equal to
such Existing Guaranty Obligations representing a portion of the cash
consideration payable under the Purchase Agreement has not been paid to the
Sellers and is maintained in the Holdback Account (as defined in the Purchase
Agreement) shall not be "Indebtedness" for any purpose and (c) deferred employee
compensation obligations as described on Schedule 6.1, in each case shall not be
"Indebtedness" for any purpose under Section 6.8.

          "Indemnified Liabilities" means, collectively, any and all
liabilities, obligations, losses, damages (including natural resource damages),
penalties, claims (including

                                       16

<PAGE>

Environmental Claims), costs (including the costs of any investigation, study,
sampling, testing, abatement, cleanup, removal, remediation or other response
action necessary to remove, remediate, clean up or abate any Hazardous Materials
Activity), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees in
connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity), whether direct, indirect
or consequential and whether based on any federal, state or foreign laws,
statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and Environmental Laws), on common law or
equitable cause or on contract or otherwise, that may be imposed on, incurred
by, or asserted against any such Indemnitee, in any manner relating to or
arising out of (i) this Agreement or the other Credit Documents or the
transactions contemplated hereby or thereby (including Lenders' agreement to
make Credit Extensions or the use or intended use of the proceeds thereof, or
any enforcement of any of the Credit Documents (including any sale of,
collection from, or other realization upon any of the Collateral or the
enforcement of the Guaranty)); (ii) the statements contained in the commitment
letter delivered by any Lender to Company or Sponsor with respect to the
transactions contemplated by this Agreement; or (iii) any Environmental Claim or
any Hazardous Materials Activity relating to or arising from, directly or
indirectly, any past or present activity, operation, land ownership, or practice
of Company or any of its Subsidiaries.

          "Indemnitee" as defined in Section 10.3.

          "Installment" as defined in Section 2.10.

          "Installment Date" as defined in Section 2.10.

          "Interest Coverage Ratio" means the ratio as of the last day of any
Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the four-Fiscal Quarter
Period then ended, to (ii) Consolidated Cash Interest Expense for such
four-Fiscal Quarter Period.

          "Interest Payment Date" means with respect to (i) any Base Rate Loan,
each March 31, June 30, September 30 and December 31 of each year, commencing on
the first such date to occur after the Closing Date and the final maturity date
of such Loan; and (ii) any Eurodollar Rate Loan, the last day of each Interest
Period applicable to such Loan; provided, in the case of each Interest Period of
                                --------
longer than three months "Interest Payment Date" shall also include each date
that is three months, or an integral multiple thereof, after the commencement of
such Interest Period.

          "Interest Period" means, in connection with a Eurodollar Rate Loan, an
interest period of one-, two-, three- or six-months, as selected by Company in
the applicable Funding Notice or Conversion/Continuation Notice, (i) initially,
commencing on the Credit Date or Conversion/Continuation Date thereof, as the
case may be; and (ii) thereafter, commencing on the day on which the immediately
preceding Interest Period expires; provided, (a) if an Interest Period would
                                   --------
otherwise expire on a day that is not a Business Day, such Interest Period shall

                                       17

<PAGE>

expire on the next succeeding Business Day unless no further Business Day occurs
in such month, in which case such Interest Period shall expire 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, subject to clauses (c) and (d), of this definition, end on the
last Business Day of a calendar month; (c) no Interest Period with respect to
any portion of any Term Loans shall extend beyond the Term Loan Maturity Date;
(d) no Interest Period with respect to any portion of the Revolving Loans shall
extend beyond the Revolving Commitment Termination Date.

          "Interest Rate Agreement" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, interest rate
hedging agreement or other similar agreement or arrangement, each of which is
for the purpose of hedging the interest rate exposure associated with Company's
and its Subsidiaries' operations and not for speculative purposes.

          "Interest Rate Determination Date" means, with respect to any Interest
Period, the date that is two Business Days prior to the first day of such
Interest Period.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter, and any successor
statute.

          "Investment" means (i) any direct or indirect purchase or other
acquisition by Company or any of its Subsidiaries of, or of a beneficial
interest in, any of the Securities of any other Person (other than a Guarantor
Subsidiary); (ii) any direct or indirect redemption, retirement, purchase or
other acquisition for value, by any Subsidiary of Company from any Person (other
than Company or any Guarantor Subsidiary), of any Capital Stock of such Person;
and (iii) any direct or indirect loan, advance (other than advances to employees
for moving, entertainment and travel expenses, drawing accounts and similar
expenditures in the ordinary course of business) or capital contribution by
Company or any of its Subsidiaries to any other Person (other than Company or
any Guarantor Subsidiary), including all indebtedness and accounts receivable
from that other Person that are not current assets or did not arise from sales
to that other Person in the ordinary course of business. The amount of any
Investment, as at any date of determination, shall be the original cost of such
Investment plus the cost of all additions thereto, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment, minus the amount of Cash returned or repaid with
respect to such Investment.

          "Issuance Notice" means an Issuance Notice substantially in the form
of Exhibit A-3.

          "Issuing Bank" means BNS as Issuing Bank hereunder, together with its
permitted successors and assigns in such capacity.

                                       18

<PAGE>

          "Joint Venture" means a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form; provided, in
                                                                    --------
no event shall any corporate Subsidiary of any Person be considered to be a
Joint Venture to which such Person is a party.

          "Landlord Consent and Estoppel" means, with respect to any Leasehold
Property, a letter, certificate or other instrument in writing from the lessor
under the related lease, pursuant to which, among other things, the landlord
consents to the granting of a Mortgage on such Leasehold Property by the Credit
Party tenant, such Landlord Consent and Estoppel to be in form and substance
acceptable to the Collateral Agent in its reasonable discretion, but in any
event sufficient for the Collateral Agent to obtain a Title Policy with respect
to such Mortgage.

          "Landlord Personal Property Collateral Access Agreement" means a
Landlord Waiver and Consent Agreement substantially in the form of Exhibit K
with such amendments or modifications as may be approved by Collateral Agent.

          "Leasehold Property" means any leasehold interest of any Credit Party
as lessee under any lease of real property, other than any such leasehold
interest designated from time to time by Collateral Agent in its sole discretion
as not being required to be included in the Collateral.

          "Lender" means each financial institution listed on the signature
pages hereto as a Lender, and any other Person that becomes a party hereto
pursuant to an Assignment Agreement.

          "Lender Counterparty" means each Lender or any Affiliate of a Lender
counterparty to a Hedge Agreement including, without limitation, each such
Affiliate that enters into a joinder agreement with the Collateral Agent.

          "Letter of Credit" means a commercial or standby letter of credit
issued or to be issued by Issuing Bank pursuant to this Agreement.

          "Letter of Credit Sublimit" means the lesser of (i) $5,000,000 and
(ii) the aggregate unused amount of the Revolving Commitments then in effect.

          "Letter of Credit Usage" means, as at any date of determination, the
sum of (i) the maximum aggregate amount which is, or at any time thereafter may
become, available for drawing under all Letters of Credit then outstanding, and
(ii) the aggregate amount of all drawings under Letters of Credit honored by
Issuing Bank and not theretofore reimbursed by or on behalf of Company.

          "Lien" means (i) any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any agreement to give any
of the foregoing, any conditional sale or other title retention agreement, and
any lease in the nature thereof) and any option, trust or other preferential
arrangement having the practical effect of any of the foregoing and (ii) in the
case of Securities, any purchase option, call or similar right of a third party
with respect to such Securities.

                                       19

<PAGE>

          "Loan" means a Term Loan and/or a Revolving Loan.

          "Margin Stock" as defined in Regulation U of the Board of Governors of
the Federal Reserve System as in effect from time to time.

          "Material Adverse Effect" means a material adverse effect on (i) the
business, operations, properties, assets, condition (financial or otherwise) or
prospects of Company and its Subsidiaries taken as a whole; (ii) the ability of
any Credit Party to fully and timely perform its Obligations; (iii) the
legality, validity, binding effect or enforceability against a Credit Party of a
Credit Document to which it is a party; or (iv) the rights, remedies and
benefits available to, or conferred upon, any Agent and any Lender or any
Secured Party under any Credit Document.

          "Material Contract" means any contract or other arrangement to which
Company or any of its Subsidiaries is a party (other than the Credit Documents)
for which breach, nonperformance, cancellation or failure to renew could
reasonably be expected to have a Material Adverse Effect.

          "Material Real Estate Asset" means (i) (a) any fee-owned Real Estate
Asset having a fair market value in excess of $500,000 as of the date of the
acquisition thereof and (b) all Leasehold Properties other than those with
respect to which the aggregate payments under the term of the lease are less
than $500,000 per annum or (ii) any Real Estate Asset that the Requisite Lenders
have determined in their reasonable judgment is material to the business,
operations, properties, assets or condition (financial or otherwise) of Company
and its Subsidiaries taken as a whole.

          "Moody's" means Moody's Investor Services, Inc.

          "Mortgage" means a Mortgage substantially in the form of Exhibit J, as
it may be amended, restated, supplemented or otherwise modified from time to
time.

          "Multiemployer Plan" means any Employee Benefit Plan which is a
"multiemployer plan" as defined in Section 3(37) of ERISA.

          "NAIC" means The National Association of Insurance Commissioners, and
any successor thereto.

          "Narrative Report" means, with respect to the financial statements for
which such narrative report is required, a narrative report describing the
operations of Company and its Subsidiaries in the form prepared for presentation
to senior management thereof for the applicable Fiscal Quarter or Fiscal Year
and for the period from the beginning of the then current Fiscal Year to the end
of such period to which such financial statements relate.

          "Net Asset Sale Proceeds" means, with respect to any Asset Sale, an
amount equal to: (i) Cash payments (including any Cash received by way of
deferred payment pursuant to, or by monetization of, a note receivable or
otherwise, but only as and when so received) received by Company or any of its
Subsidiaries from such Asset Sale, minus (ii) any bona fide
                                   -----

                                       20

<PAGE>

direct costs incurred in connection with such Asset Sale, including (a) income
or gains taxes payable by the seller as a result of any gain recognized in
connection with such Asset Sale, (b) payment of the outstanding principal amount
of, premium or penalty, if any, and interest on any Indebtedness (other than the
Loans) or other Contractual Obligations that is secured by a Lien on the stock
or assets in question and that is required to be repaid under the terms thereof
as a result of such Asset Sale, (c) a reasonable reserve for any indemnification
payments (fixed or contingent) attributable to seller's indemnities and
representations and warranties to purchaser in respect of such Asset Sale
undertaken by Company or any of its Subsidiaries in connection with such Asset
Sale and (d) reasonable fees and disbursements of attorneys, accountants and
investment bankers.

          "Net Insurance/Condemnation Proceeds" means an amount equal to: (i)
any Cash payments or proceeds received by Company or any of its Subsidiaries (a)
under any casualty insurance policy in respect of a covered loss thereunder or
(b) as a result of the taking of any assets of Company or any of its
Subsidiaries by any Person pursuant to the power of eminent domain, condemnation
or otherwise, or pursuant to a sale of any such assets to a purchaser with such
power under threat of such a taking, minus (ii) (a) any actual and reasonable
                                     -----
costs incurred by Company or any of its Subsidiaries in connection with the
adjustment or settlement of any claims of Company or such Subsidiary in respect
thereof, and (b) any bona fide direct costs incurred in connection with any sale
or other disposition of such assets as referred to in clause (i)(b) of this
definition, including items of the type referred to in clauses (ii)(a), (b), (c)
and (d) of the definition of Net Asset Sale Proceeds.

          "Non-US Lender" as defined in Section 2.18(c).

          "Note" means a Term Loan Note or a Revolving Loan Note.

          "Notice" means a Funding Notice, an Issuance Notice, or a
Conversion/Continuation Notice.

          "Obligations" means all obligations of every nature of each Credit
Party from time to time owed to the Agents (including former Agents), the
Lenders or any of them and Lender Counterparties, under any Credit Document or
Hedge Agreement (including, without limitation, with respect to a Hedge
Agreement, obligations owed thereunder to any Person who was a Lender or an
Affiliate of a Lender at the time such Hedge Agreement was entered into),
whether for principal, interest (including interest which, but for the filing of
a petition in bankruptcy with respect to such Credit Party, would have accrued
on any Obligation, whether or not a claim is allowed against such Credit Party
for such interest in the related bankruptcy proceeding), reimbursement of
amounts drawn under Letters of Credit, payments for early termination of Hedge
Agreements, fees, expenses, indemnification or otherwise.

          "Obligee Guarantor" as defined in Section 7.7.

          "Offer" as defined in Section 2.11(c).

          "Offer Loans" as defined in Section 2.11(c).

                                       21

<PAGE>

          "Organizational Documents" means (i) with respect to any corporation,
its certificate or articles of incorporation or organization, as amended, and
its by-laws, as amended, (ii) with respect to any limited partnership, its
certificate of limited partnership, as amended, and its partnership agreement,
as amended, (iii) with respect to any general partnership, its partnership
agreement, as amended, and (iv) with respect to any limited liability company,
its certificate or articles of organization, as amended, and its operating
agreement, as amended. In the event any term or condition of this Agreement or
any other Credit Document requires any Organizational Document to be certified
by a secretary of state or similar governmental official, the reference to any
such "Organizational Document" shall only be to a document of a type customarily
certified by such governmental official.

          "PBGC" means the Pension Benefit Guaranty Corporation or any successor
thereto.

          "Pension Plan" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA.

          "Permitted Acquisition" means any acquisition by Company or any of its
wholly-owned Guarantor Subsidiaries, whether by purchase, merger or otherwise,
of all or substantially all of the assets of, all of the Capital Stock of, or a
business line or unit or a division of, any Person; provided,
                                                    --------

          (i)   immediately prior to, and after giving effect thereto, no
Default or Event of Default shall have occurred and be continuing or would
result therefrom;

          (ii)  all transactions in connection therewith shall be consummated,
in all material respects, in accordance with all applicable laws and in
conformity with all applicable Governmental Authorizations;

          (iii) in the case of the acquisition of Capital Stock, all of the
Capital Stock (except for any such Securities in the nature of directors'
qualifying shares required pursuant to applicable law) acquired or otherwise
issued by such Person or any newly formed Subsidiary of Company in connection
with such acquisition shall be owned 100% by Company or a Guarantor Subsidiary
thereof, and Company shall have taken, or caused to be taken, as of the date
such Person becomes a Subsidiary of Company, each of the actions set forth in
Sections 5.10 and/or 5.11, as applicable;

          (iv)  Company and its Subsidiaries shall be in compliance with the
financial covenants set forth in Section 6.8 on a pro forma basis after giving
effect to such acquisition as of the last day of the Fiscal Quarter most
recently ended and as of the last day of the current Fiscal Quarter (as
projected);

          (v)   Company shall have delivered to Administrative Agent (A) at
least ten (10) Business Days prior to such proposed acquisition, a Compliance
Certificate evidencing compliance with Section 6.8 as required under clause (iv)
above, together with all relevant financial information with respect to such
acquired assets, including, without limitation, the

                                       22

<PAGE>

aggregate consideration for such acquisition and any other information required
to demonstrate compliance with Section 6.8; and

          (vi)   any Person or assets or division as acquired in accordance
herewith shall be in the same business or lines of business in which Company
and/or its Subsidiaries are engaged as of the Closing Date or, other related
lines of business.

          "Permitted Liens" means each of the Liens permitted pursuant to
Section 6.2.

          "Person" means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and Governmental Authorities.

          "Pledge and Security Agreement" means the Pledge and Security
Agreement to be executed by Company and each Guarantor substantially in the form
of Exhibit I, as it may be amended, supplemented or otherwise modified from time
to time.

          "Post-Closing Leasehold Property Deliveries" as defined in Section
5.14

          "Prime Rate" means the rate of interest per annum that BNS announces
from time to time as its prime lending rate, as in effect from time to time. The
Prime Rate is a reference rate and does not necessarily represent the lowest or
best rate actually charged to any customer. BNS or any other Lender may make
commercial loans or other loans at rates of interest at, above or below the
Prime Rate.

          "Principal Office" means, for each of the Administrative Agent and
Issuing Bank, such Person's "Principal Office" as set forth on Appendix B, or
such other office as such Person may from time to time designate in writing to
Company, Administrative Agent and each Lender.

          "Projections" as defined in Section 4.8.

          "Pro Rata Share" means (i) with respect to all payments, computations
and other matters relating to the Term Loan of any Lender, the percentage
obtained by dividing (a) the Term Loan Exposure of that Lender by (b) the
aggregate Term Loan Exposure of all Lenders; and (ii) with respect to all
payments, computations and other matters relating to the Revolving Commitment or
Revolving Loans of any Lender or any Letters of Credit issued or participations
purchased therein by any Lender, the percentage obtained by dividing (a) the
Revolving Exposure of that Lender by (b) the aggregate Revolving Exposure of all
Lenders. For all other purposes with respect to each Lender, "Pro Rata Share"
means the percentage obtained by dividing (A) an amount equal to the sum of the
Term Loan Exposure and the Revolving Exposure of that Lender, by (B) an amount
equal to the sum of the aggregate Term Loan Exposure and the aggregate Revolving
Exposure of all Lenders.

                                       23

<PAGE>

          "Purchase Agreement" means that certain Purchase Agreement dated
November 16, 2001, by and among Sponsor, Company and Seller.

          "Real Estate Asset" means, at any time of determination, any interest
(fee, leasehold or otherwise) then owned by any Credit Party in any real
property.

          "Record Document" means, with respect to any Leasehold Property, (i)
the lease evidencing such Leasehold Property or a memorandum thereof, executed
and acknowledged by the owner of the affected real property, as lessor, or (ii)
if such Leasehold Property was acquired or subleased from the holder of a
Recorded Leasehold Interest, the applicable assignment or sublease document,
executed and acknowledged by such holder, in each case in form sufficient to
give such constructive notice upon recordation and otherwise in form reasonably
satisfactory to Collateral Agent.

          "Recorded Leasehold Interest" means a Leasehold Property with respect
to which a Record Document has been recorded in all places necessary or
desirable, in Administrative Agent's reasonable judgment, to give constructive
notice of such Leasehold Property to third-party purchasers and encumbrancers of
the affected real property.

          "Register" as defined in Section 2.5(b).

          "Reimbursement Date" as defined in Section 2.22(d).

          "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

          "Related Agreements" means, collectively, the Purchase Agreement, the
Senior Subordinated Note Documents, the Transition Agreement, and the
Stockholders Agreement.

          "Related Fund" means, with respect to any Lender that is an investment
fund, any other investment fund that invests in commercial loans and that is
managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

          "Release" means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of any Hazardous Material into the indoor or outdoor
environment (including the abandonment or disposal of any barrels, containers or
other closed receptacles containing any Hazardous Material), including the
movement of any Hazardous Material through the air, soil, surface water or
groundwater.

          "Replacement Lender" as defined in Section 2.21.

          "Requisite Class Lenders" means, at any time of determination, (i) for
the Class of Lenders having Term Loan Exposure, Lenders holding more than 50% of
the aggregate Term Loan Exposure of all Lenders; and (ii) for the Class of
Lenders having Revolving Exposure, Lenders holding more than 50% of the
aggregate Revolving Exposure of all Lenders.

                                       24

<PAGE>

          "Requisite Lenders" means one or more Lenders having or holding Term
Loan Exposure and/or Revolving Exposure and representing more than 50% of the
sum of (i) the aggregate Term Loan Exposure of all Lenders and (ii) the
aggregate Revolving Exposure of all Lenders.

          "Restricted Junior Payment" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of stock
of Company now or hereafter outstanding, except a dividend or other distribution
payable solely in shares of Capital Stock; (ii) any redemption, retirement,
sinking fund or similar payment, purchase or other acquisition for value, direct
or indirect, of any shares of any class of stock of Company now or hereafter
outstanding; (iii) any payment made to retire, or to obtain the surrender of,
any outstanding warrants, options or other rights to acquire shares of any class
of stock of Company now or hereafter outstanding; (iv) management or similar
fees payable to Sponsor or any of its Affiliates; and (v) any payment or
prepayment of principal of, premium, if any, or interest on, or redemption,
purchase, retirement, defeasance (including in-substance or legal defeasance),
sinking fund or similar payment with respect to the Senior Subordinated Notes
and any other subordinated Indebtedness permitted hereunder.

          "Revolving Commitment" means the commitment of a Lender to make or
otherwise fund any Revolving Loan and to acquire participations in Letters of
Credit hereunder and "Revolving Commitments" means such commitments of all
Lenders in the aggregate. The amount of each Lender's Revolving Commitment, if
any, is set forth on Appendix A-2 or in the applicable Assignment Agreement,
subject to any adjustment or reduction pursuant to the terms and conditions
hereof. The aggregate amount of the Revolving Commitments as of the Closing Date
is $15,000,000.

          "Revolving Commitment Period" means the period from the Closing Date
to but excluding the Revolving Commitment Termination Date.

          "Revolving Commitment Termination Date" means the earliest to occur of
(i) January 31, 2002, if the Term Loans are not made on or before that date;
(ii) December 31, 2006, (iii) the date the Revolving Commitments are permanently
reduced to zero pursuant to Section 2.11(b) or 2.12, and (iv) the date of the
termination of the Revolving Commitments pursuant to Section 8.1.

          "Revolving Exposure" means, with respect to any Lender as of any date
of determination, (i) prior to the termination of the Revolving Commitments,
that Lender's Revolving Commitment; and (ii) after the termination of the
Revolving Commitments, the sum of (a) the aggregate outstanding principal amount
of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the
aggregate Letter of Credit Usage in respect of all Letters of Credit issued by
that Lender (net of any participations by Lenders in such Letters of Credit) and
(c) the aggregate amount of all participations by that Lender in any outstanding
Letters of Credit or any unreimbursed drawing under any Letter of Credit.

                                       25

<PAGE>

          "Revolving Loan" means a Loan made by a Lender to Company pursuant to
Section 2.2(a).

          "Revolving Loan Note" means a promissory note in the form of Exhibit
B-2, as it may be amended, supplemented or otherwise modified from time to time.

          "S&P" means Standard & Poor's Ratings Group, a division of The McGraw
Hill Corporation.

          "Secured Parties" has the meaning assigned to that term in the Pledge
and Security Agreement.

          "Securities" means any stock, shares, partnership interests, voting
trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
"securities" or any certificates of interest, shares or participations in
temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

          "Securities Act" means the Securities Act of 1933, as amended from
time to time, and any successor statute.

          "Seller" means collectively, Global Crossing Ltd., Asia Global
Crossing Ltd., Global Crossing North America Holdings Inc., Saturn Global
Network Services Holdings Limited, IXNET Hong Kong Ltd. and Asia Global Crossing
(Singapore) PTE Ltd.

          "Senior Secured Leverage Ratio" means the ratio of the last day of any
Fiscal Quarter of (i) Consolidated Total Senior Secured Debt as of such day to
(ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter ending on such
date.

          "Senior Subordinated Note Documents" means the Senior Subordinated
Note Indenture and the Senior Subordinated Notes, as each such document may be
amended, restated, supplemented or otherwise modified from time to time to the
extent permitted under Section 6.16.

          "Senior Subordinated Note Indenture" means the indenture pursuant to
which the Senior Subordinated Notes will be issued, in the form delivered to the
Agents and Lenders prior to the Closing Date or any indenture pursuant to which
additional Subordinated Notes may be issued as permitted by Section 6.1(c), as
any such indenture may thereafter be amended, restated, supplemented or
otherwise modified from time to time to the extent permitted under Section 6.16.

          "Senior Subordinated Notes" means the Senior Subordinated Notes of
Company in the aggregate principal amount not to exceed $150,000,000 (plus (i)
any such notes issued as payment of interest on Senior Subordinated Notes and
(ii) any additional subordinated

                                       26

<PAGE>

notes issued as permitted by Section 6.1(c)) and issued pursuant to the Senior
Subordinated Note Indenture, with such changes thereto when executed as are
permitted under Section 6.16 and as such notes may thereafter be amended,
restated, supplemented or otherwise modified from time to time to the extent
permitted under Section 6.16.

          "Solvent" means, with respect to any Person, that as of the date of
determination both (i) (a) the sum of such Person's debt (including contingent
liabilities) does not exceed all of its property, at a fair valuation; (b) the
present fair saleable value of the property of such Person is not less than the
amount that will be required to pay the probable liabilities on such Person's
then existing debts as they become absolute and matured; (c) such Person's
capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (d) such Person does not intend to
incur, or believe (nor should it reasonably believe) that it will incur, debts
beyond its ability to pay such debts as they become due; and (ii) such Person is
"solvent" within the meaning given that term and similar terms under applicable
laws relating to fraudulent transfers and conveyances. For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability (irrespective of whether such contingent liabilities
meet the criteria for accrual under Statement of Financial Accounting Standard
No. 5).

          "Sponsor" means collectively, Capital Partners and other strategic
investors acceptable to the Syndication Agent.

          "Stockholders Agreement" means a Stockholders Agreement to be entered
into on or after the Closing Date among Sponsor and certain minority
stockholders in form and substance reasonably satisfactory to the Administrative
Agent and the Syndication Agent.

          "Subject Transaction" as defined in Section 6.8(f).

          "Subsidiary" means, with respect to any Person, any corporation,
partnership, limited liability company, association, joint venture or other
business entity of which more than 50% of the total voting power of shares of
stock or other ownership interests entitled (without regard to the occurrence of
any contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions)
having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof; provided, in determining the percentage of ownership interests of any
         --------
Person controlled by another Person, no ownership interest in the nature of a
"qualifying share" of the former Person shall be deemed to be outstanding.

          "Syndication Agent" as defined in the preamble hereto.

          "Tax" as defined in Section 2.18(a).

          "Term Loan" means a Term Loan made by a Lender to Company pursuant to
Section 2.1(a).

                                       27

<PAGE>

          "Term Loan Commitment" means the commitment of a Lender to make or
otherwise fund a Term Loan and "Term Loan Commitments" means such commitments of
all Lenders in the aggregate. The amount of each Lender's Term Loan Commitment,
if any, is set forth on Appendix A-1 or in the applicable Assignment Agreement,
subject to any adjustment or reduction pursuant to the terms and conditions
hereof. The aggregate amount of the Term Loan Commitments as of the Closing Date
is $105,000,000.

          "Term Loan Exposure" means, with respect to any Lender, as of any date
of determination, the outstanding principal amount of the Term Loans of such
Lender; provided, at any time prior to the making of the Term Loans, the Term
        --------
Loan Exposure of any Lender shall be equal to such Lender's Term Loan
Commitment.

          "Term Loan Maturity Date" means the earlier of (i) December 31, 2006,
and (ii) the date that all Term Loans shall become due and payable in full
hereunder, whether by acceleration or otherwise.

          "Term Loan Note" means a promissory note in the form of Exhibit B-1,
as it may be amended, supplemented or otherwise modified from time to time.

          "Terminated Lender" as defined in Section 2.21.

          "Total Leverage Ratio" means the ratio as of the last day of any
Fiscal Quarter of (i) Consolidated Total Debt as of such day to (ii)
Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such
date.

          "Total Utilization of Revolving Commitments" means, as at any date of
determination, the sum of (i) the aggregate principal amount of all outstanding
Revolving Loans (other than Revolving Loans made for the purpose of paying
Issuing Bank for any amount drawn under any Letter of Credit, but not yet so
applied) and (ii) the Letter of Credit Usage.

          "Transaction Costs" means the fees, costs and expenses payable by
Company or any of Company's Subsidiaries on or before the Closing Date in
connection with the transactions contemplated by the Credit Documents and the
Related Agreements.

          "Transition Agreement" means the Network Services, Channel Sales and
Transition Services Agreement dated as of the Closing Date between Company and
Global Crossing Telecommunications Inc.

          "Type of Loan" means a Base Rate Loan or a Eurodollar Rate Loan.

          "UCC" means the Uniform Commercial Code (or any similar or equivalent
legislation) as in effect in any applicable jurisdiction.

          "Unadjusted Eurodollar Rate Component" means that component of the
interest costs to Company in respect of a Eurodollar Rate Loan that is based
upon the rate obtained pursuant to clause (i) of the definition of Adjusted
Eurodollar Rate.

                                       28

<PAGE>

     1.2.  Accounting Terms. Except as otherwise expressly provided herein, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by Company to Lenders pursuant to Section 5.1(a),
5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the
time of such preparation (and delivered together with the reconciliation
statements provided for in Section 5.1(e), if applicable). Subject to the
foregoing, calculations in connection with the definitions, covenants and other
provisions hereof shall utilize accounting principles and policies in conformity
with those used to prepare the Historical Financial statements.

     1.3.  Interpretation, etc. Any of the terms defined herein may, unless the
context otherwise requires, be used in the singular or the plural, depending on
the reference. References herein to any Section, Appendix, Schedule or Exhibit
shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may
be, hereof unless otherwise specifically provided. The use herein of the word
"include" or "including", when following any general statement, term or matter,
shall not be construed to limit such statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items
or matters, whether or not nonlimiting language (such as "without limitation" or
"but not limited to" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.

SECTION 2. LOANS AND LETTERS OF CREDIT

     2.1.  Term Loans.

           (a) Loan Commitments. Subject to the terms and conditions hereof,
               ----------------
each Lender severally agrees to make, on the Closing Date, a Term Loan to
Company in an amount equal to such Lender's Term Loan Commitment. Company may
make only one borrowing under the Term Loan Commitment which shall be on the
Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently
repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12,
all amounts owed hereunder with respect to the Term Loans shall be paid in full
no later than the Term Loan Maturity Date. Each Lender's Term Loan Commitment
shall terminate immediately and without further action on the Closing Date after
giving effect to the funding of such Lender's Term Loan Commitment on such date.

           (b) Borrowing Mechanics for the Term Loans.

               (i)   Company shall deliver to Administrative Agent a fully
executed and delivered Funding Notice no later than two days prior to the
Closing Date. Promptly upon receipt by Administrative Agent of such Certificate,
Administrative Agent shall notify each Lender of the proposed borrowing.

               (ii)  Each Lender shall make its Term Loan, available to
Administrative Agent not later than 12:00 p.m. (New York City time) on the
Closing Date, by wire transfer of same day funds in Dollars, at Administrative
Agent's Principal Office. Upon satisfaction or

                                       29

<PAGE>

waiver of the conditions precedent specified herein, Administrative Agent shall
make the proceeds of the Term Loans available to Company on the Closing Date by
causing an amount of same day funds in Dollars equal to the proceeds of all such
Loans received by Administrative Agent from Lenders to be credited to the
account of Company at Administrative Agent's Principal Office or to such other
account as may be designated in writing to Administrative Agent by Company.

     2.2. Revolving Loans.

          (a)  Revolving Commitments. During the Revolving Commitment Period,
               ---------------------
subject to the terms and conditions hereof, each Lender severally agrees to make
Revolving Loans to Company in the aggregate amount up to but not exceeding such
Lender's Revolving Commitment; provided, after giving effect to the making of
                               --------
any Revolving Loans in no event shall the Total Utilization of Revolving
Commitments exceed the Revolving Commitments then in effect. Amounts borrowed
pursuant to this Section 2.2(a) may be repaid and reborrowed during the
Revolving Commitment Period. Each Lender's Revolving Commitment shall expire on
the Revolving Commitment Termination Date and all Revolving Loans and all other
amounts owed hereunder with respect to the Revolving Loans and the Revolving
Commitments shall be paid in full no later than such date.

          (b)  Borrowing Mechanics for Revolving Loans.
               ---------------------------------------

               (i)   Except pursuant to 2.22(d), Revolving Loans that are Base
Rate Loans shall be made in an aggregate minimum amount of $500,000 and integral
multiples of $100,000 in excess of that amount, and Revolving Loans that are
Eurodollar Rate Loans shall be in an aggregate minimum amount of $500,000 and
integral multiples of $100,000 in excess of that amount.

               (ii)  Whenever Company desires that Lenders make Revolving Loans,
Company shall deliver to Administrative Agent a fully executed and delivered
Funding Notice no later than 10:00 a.m. (New York City time) at least three
Business Days in advance of the proposed Credit Date in the case of a Eurodollar
Rate Loan, and at least one Business Day in advance of the proposed Credit Date
in the case of a Revolving Loan that is a Base Rate Loan. Except as otherwise
provided herein, a Funding Notice for a Revolving Loan that is a Eurodollar Rate
Loan shall be irrevocable on and after the related Interest Rate Determination
Date, and Company shall be bound to make a borrowing in accordance therewith.

               (iii) Notice of receipt of each Funding Notice in respect of
Revolving Loans, together with the amount of each Lender's Pro Rata Share
thereof, if any, together with the applicable interest rate, shall be provided
by Administrative Agent to each applicable Lender by telefacsimile with
reasonable promptness, but (provided Administrative Agent shall have received
such notice by 10:00 a.m. (New York City time)) not later than 2:00 p.m. (New
York City time) on the same day as Administrative Agent's receipt of such Notice
from Company.

               (iv)  Each Lender shall make the amount of its Revolving Loan
available to Administrative Agent not later than 12:00 p.m. (New York City time)
on the applicable Credit

                                       30

<PAGE>

Date by wire transfer of same day funds in Dollars, at the Administrative
Agent's Principal Office. Except as provided herein, upon satisfaction or waiver
of the conditions precedent specified herein, Administrative Agent shall make
the proceeds of such Revolving Loans available to Company on the applicable
Credit Date by causing an amount of same day funds in Dollars equal to the
proceeds of all such Revolving Loans received by Administrative Agent from
Lenders to be credited to the account of Company at the Administrative Agent's
Principal Office or such other account as may be designated in writing to
Administrative Agent by Company.

     2.3. Pro Rata Shares; Availability of Funds.

          (a)  Pro Rata Shares. All Loans shall be made, and all participations
               ---------------
purchased, by Lenders simultaneously and proportionately to their respective Pro
Rata Shares, it being understood that no Lender shall be responsible for any
default by any other Lender in such other Lender's obligation to make a Loan
requested hereunder or purchase a participation required hereby nor shall any
Term Loan Commitment or any Revolving Commitment of any Lender be increased or
decreased as a result of a default by any other Lender in such other Lender's
obligation to make a Loan requested hereunder or purchase a participation
required hereby.

          (b)  Availability of Funds. Unless Administrative Agent shall have
               ---------------------
been notified by any Lender prior to the applicable Credit Date that such Lender
does not intend to make available to Administrative Agent the amount of such
Lender's Loan requested on such Credit Date, Administrative Agent may assume
that such Lender has made such amount available to Administrative Agent on such
Credit Date and Administrative Agent may, in its sole discretion, but shall not
be obligated to, make available to Company a corresponding amount on such Credit
Date. If such corresponding amount is not in fact made available to
Administrative Agent by such Lender, Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Lender together with
interest thereon, for each day from such Credit Date until the date such amount
is paid to Administrative Agent, at the customary rate set by Administrative
Agent for the correction of errors among banks for three Business Days and
thereafter at the Base Rate. If such Lender does not pay such corresponding
amount forthwith upon Administrative Agent's demand therefor, Administrative
Agent shall promptly notify and Company shall immediately pay such corresponding
amount to Administrative Agent together with interest thereon, for each day from
such Credit Date until the date such amount is paid to Administrative Agent, at
the rate payable hereunder for Base Rate Loans for such Class of Loans. Nothing
in this Section 2.3(b) shall be deemed to relieve any Lender from its obligation
to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to
prejudice any rights that Company may have against any Lender as a result of any
default by such Lender hereunder.

                                       31

<PAGE>

     2.4. Use of Proceeds.All of the proceeds of the Term Loans made on the
Closing Date shall be applied by Company to finance a portion of the Acquisition
Financing Requirements. The proceeds of the Revolving Loans and Letters of
Credit made after the Closing Date shall be applied by Company for working
capital and general corporate purposes of Company and its Subsidiaries,
including Permitted Acquisitions; provided, however, that in no event will the
                                  --------  -------
proceeds of the Revolving Loans be applied for the purposes set forth in Section
2.11(c). No portion of the proceeds of any Credit Extension shall be used in any
manner that causes or might cause such Credit Extension or the application of
such proceeds to violate Regulation T, Regulation U or Regulation X of the Board
of Governors of the Federal Reserve System or any other regulation thereof or to
violate the Exchange Act.

     2.5. Evidence of Debt; Register; Lenders' Books and Records; Notes.

          (a)  Lenders' Evidence of Debt. Each Lender shall maintain on its
               -------------------------
internal records an account or accounts evidencing the Indebtedness of Company
to such Lender, including the amounts of the Loans made by it and each repayment
and prepayment in respect thereof. Any such recordation shall be conclusive and
binding on Company, absent manifest error; provided, failure to make any such
                                           --------
recordation, or any error in such recordation, shall not affect any Lender's
Revolving Commitments or Company's Obligations in respect of any applicable
Loans; and provided further, in the event of any inconsistency between the
           -------- -------
Register and any Lender's records, the recordations in the Register shall
govern.

          (b)  Register. Administrative Agent shall maintain at its Principal
               --------
Office a register for the recordation of the names and addresses of Lenders and
the Revolving Commitments and Loans of each Lender from time to time (the
"Register"). The Register shall be available for inspection by Company or any
Lender at any reasonable time and from time to time upon reasonable prior
notice. Administrative Agent shall record in the Register the Revolving
Commitments and the Loans, and each repayment or prepayment in respect of the
principal amount of the Loans, and any such recordation shall be conclusive and
binding on Company and each Lender, absent manifest error; provided, failure to
                                                           --------
make any such recordation, or any error in such recordation, shall not affect
any Lender's Revolving Commitments or Company's Obligations in respect of any
Loan. Company hereby designates BNS to serve as Company's agent solely for
purposes of maintaining the Register as provided in this Section 2.5, and
Company hereby agrees that, to the extent BNS serves in such capacity, BNS and
its officers, directors, employees, agents and affiliates shall constitute
"Indemnitees."

          (c)  Notes. If so requested by any Lender by written notice to Company
               -----
(with a copy to Administrative Agent) at least two Business Days prior to the
Closing Date, or at any time thereafter, Company shall execute and deliver to
such Lender (and/or, if applicable and if so specified in such notice, to any
Person who is an assignee of such Lender pursuant to Section 10.6) on the
Closing Date (or, if such notice is delivered after the Closing Date, promptly
after Company's receipt of such notice) a Note or Notes to evidence such
Lender's Term Loan or Revolving Loan, as the case may be.

     2.6. Interest on Loans.

                                       32

<PAGE>

          (a)  Except as otherwise set forth herein, each Class of Loans shall
bear interest on the unpaid principal amount thereof from the date made through
repayment (whether by acceleration or otherwise) thereof as follows:

               (i)   if a Base Rate Loan, at the Base Rate plus the Applicable
Margin; or

               (ii)  if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate
plus the Applicable Margin;

provided that, for any and each day that the applicable rate of interest for any
--------
Loan or as determined pursuant to the foregoing provisions of this Section
2.6(a) is less than 7.50% per annum, then the interest rate applicable for such
Loans for such day or days shall be 7.50% per annum.

          (b)  The basis for determining the rate of interest with respect to
any Loan, and the Interest Period with respect to any Eurodollar Rate Loan,
shall be selected by Company and notified to Administrative Agent pursuant to
the applicable Funding Notice or Conversion/Continuation Notice, as the case may
be; provided, until the date that Syndication Agent notifies Company that the
    --------
primary syndication of the Loans and Revolving Commitments has been completed,
as determined by Syndication Agent, the Term Loans shall be maintained as either
(1) Eurodollar Rate Loans having an Interest Period of no longer than one month
or (2) Base Rate Loans. If on any day a Loan is outstanding with respect to
which a Funding Notice or Conversion/Continuation Notice has not been delivered
to Administrative Agent in accordance with the terms hereof specifying the
applicable basis for determining the rate of interest, then for that day such
Loan shall be a Base Rate Loan.

          (c)  In connection with Eurodollar Rate Loans there shall be no more
than six (6) Interest Periods outstanding at any time. In the event Company
fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the
applicable Funding Notice or Conversion/Continuation Notice, such Loan (if
outstanding as a Eurodollar Rate Loan) will be automatically converted into a
Base Rate Loan on the last day of the then-current Interest Period for such Loan
(or if outstanding as a Base Rate Loan will remain as, or (if not then
outstanding) will be made as, a Base Rate Loan). In the event Company fails to
specify an Interest Period for any Eurodollar Rate Loan in the applicable
Funding Notice or Conversion/Continuation Notice, Company shall be deemed to
have selected an Interest Period of one month. As soon as practicable after
10:00 a.m. (New York City time) on each Interest Rate Determination Date,
Administrative Agent shall determine (which determination shall, absent manifest
error, be final, conclusive and binding upon all parties) the interest rate that
shall apply to the Eurodollar Rate Loans for which an interest rate is then
being determined for the applicable Interest Period and shall promptly give
notice thereof (in writing or by telephone confirmed in writing) to Company and
each Lender.

          (d)  Interest payable pursuant to Section 2.6(a) shall be computed (i)
in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the
case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a
360-day year, in each case for the actual

                                       33

<PAGE>

number of days elapsed in the period during which it accrues. In computing
interest on any Loan, the date of the making of such Loan or the first day of an
Interest Period applicable to such Loan or, with respect to a Base Rate Loan
being converted from a Eurodollar Rate Loan, the date of conversion of such
Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be
included, and the date of payment of such Loan or the expiration date of an
Interest Period applicable to such Loan or, with respect to a Base Rate Loan
being converted to a Eurodollar Rate Loan, the date of conversion of such Base
Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded;
provided, if a Loan is repaid on the same day on which it is made, one day's
--------
interest shall be paid on that Loan.

          (e)  Except as otherwise set forth herein, interest on each Loan shall
be payable in arrears on and to (i) each Interest Payment Date applicable to
that Loan; (ii) any prepayment of that Loan, whether voluntary or mandatory, to
the extent accrued on the amount being prepaid; and (iii) at maturity, including
final maturity; provided, however, with respect to any voluntary prepayment of a
                --------
Base Rate Loan, accrued interest shall instead be payable on the applicable
Interest Payment Date.

          (f)  Company agrees to pay to Issuing Bank, with respect to drawings
honored under any Letter of Credit, interest on the amount paid by Issuing Bank
in respect of each such honored drawing from the date such drawing is honored to
but excluding the date such amount is reimbursed by or on behalf of Company at a
rate equal to (i) for the period from the date such drawing is honored to but
excluding the applicable Reimbursement Date, the rate of interest otherwise
payable hereunder with respect to Revolving Loans that are Base Rate Loans, and
(ii) thereafter, a rate which is 2% per annum in excess of the rate of interest
otherwise payable hereunder with respect to Revolving Loans that are Base Rate
Loans.

          (g)  Interest payable pursuant to Section 2.6(f) shall be computed on
the basis of a 365/366-day year for the actual number of days elapsed in the
period during which it accrues, and shall be payable on demand or, if no demand
is made, on the date on which the related drawing under a Letter of Credit is
reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of
interest pursuant to Section 2.6(f), Issuing Bank shall distribute to each
Lender, out of the interest received by Issuing Bank in respect of the period
from the date such drawing is honored to but excluding the date on which Issuing
Bank is reimbursed for the amount of such drawing (including any such
reimbursement out of the proceeds of any Revolving Loans), the amount that such
Lender would have been entitled to receive in respect of the letter of credit
fee that would have been payable in respect of such Letter of Credit for such
period if no drawing had been honored under such Letter of Credit. In the event
Issuing Bank shall have been reimbursed by Lenders for all or any portion of
such honored drawing, Issuing Bank shall distribute to each Lender which has
paid all amounts payable by it under Section 2.22(e) with respect to such
honored drawing such Lender's Pro Rata Share of any interest received by Issuing
Bank in respect of that portion of such honored drawing so reimbursed by Lenders
for the period from the date on which Issuing Bank was so reimbursed by Lenders
to but excluding the date on which such portion of such honored drawing is
reimbursed by Company.

                                       34

<PAGE>

     2.7. Conversion/Continuation.

          (a)  Subject to Section 2.16 and so long as no Default or Event of
Default shall have occurred and then be continuing, Company shall have the
option:

               (i)   to convert at any time all or any part of any Term Loan or
Revolving Loan equal to $500,000 and integral multiples of $100,000 in excess of
that amount from one Type of Loan to another Type of Loan; provided, a
                                                           --------
Eurodollar Rate Loan may only be converted on the expiration of the Interest
Period applicable to such Eurodollar Rate Loan unless Company shall pay all
amounts due under Section 2.16(c) in connection with any such conversion; or

               (ii) upon the expiration of any Interest Period applicable to any
Eurodollar Rate Loan, to continue all or any portion of such Loan equal to
$500,000 and integral multiples of $100,000 in excess of that amount as a
Eurodollar Rate Loan.

          (b)  Company shall deliver a Conversion/Continuation Notice to
Administrative Agent no later than 10:00 a.m. (New York City time) at least one
Business Day in advance of the proposed conversion date (in the case of a
conversion to a Base Rate Loan) and at least three Business Days in advance of
the proposed conversion/continuation date (in the case of a conversion to, or a
continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a
Conversion/Continuation Notice for conversion to, or continuation of, any
Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be
irrevocable on and after the related Interest Rate Determination Date, and
Company shall be bound to effect a conversion or continuation in accordance
therewith.

     2.8. Default Interest.

               Upon the occurrence and during the continuance of an Event of
Default described in Section 8.1(a), the principal amount of all Loans and, to
the extent permitted by applicable law, any interest payments on the Loans or
any fees or other amounts owed hereunder in each case to the extent not paid
when due, in each case whether at stated maturity, by notice of prepayment, by
acceleration or otherwise, shall thereafter bear interest (including
post-petition interest in any proceeding under the Bankruptcy Code or other
applicable bankruptcy laws) payable on demand at a rate that is 2% per annum in
excess of the interest rate otherwise payable hereunder with respect to the
applicable Loans (or, in the case of any such fees and other amounts, at a rate
which is 2% per annum in excess of the interest rate otherwise payable hereunder
for Base Rate Loans); provided, in the case of Eurodollar Rate Loans, upon the
                      --------
expiration of the Interest Period in effect at the time any such increase in
interest rate is effective such Eurodollar Rate Loans shall thereupon become
Base Rate Loans and shall thereafter bear interest payable upon demand at a rate
which is 2% per annum in excess of the interest rate otherwise payable hereunder
for Base Rate Loans. Payment or acceptance of the increased rates of interest
provided for in this Section 2.8 is not a permitted alternative to timely
payment and shall not constitute a waiver of any Event of Default or otherwise
prejudice or limit any rights or remedies of Administrative Agent or any Lender.

                                       35

<PAGE>

    2.9.  Fees.

          (a)  Company agrees to pay to Lenders having Revolving Exposure (i)
commitment fees equal to (1) the average of the daily difference between (a) the
Revolving Commitments, and (b) the sum of (x) aggregate principal amount of
outstanding Revolving Loans plus (y) the Letter of Credit Usage, times (2) the
Applicable Revolving Commitment Fee Percentage; and (ii) letter of credit fees
equal to (1) 4.50%, times (2) the average aggregate daily maximum amount
available to be drawn under all such Letters of Credit (regardless of whether
any conditions for drawing could then be met and determined as of the close of
business on any date of determination). All fees referred to in this Section
2.9(a) shall be paid to Administrative Agent at its Principal Office and upon
receipt, Administrative Agent shall promptly distribute to each Lender its Pro
Rata Share thereof.

          (b)  Company agrees to pay directly to Issuing Bank, for its own
account, the following fees:

               (i)   a fronting fee equal to 0.375%, per annum, times the
average aggregate daily maximum amount available to be drawn under all Letters
of Credit (determined as of the close of business on any date of determination);
and

               (ii)  such documentary and processing charges for any issuance,
amendment, transfer or payment of a Letter of Credit as are in accordance with
Issuing Bank's standard schedule for such charges and as in effect at the time
of such issuance, amendment, transfer or payment, as the case may be.

          (c)  All fees referred to in Section 2.9(a) and 2.9(b) shall be
calculated on the basis of a 360-day year and the actual number of days elapsed
and shall be payable quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year during the Revolving Commitment Period, commencing on
the first such date to occur after the Closing Date, and on the Revolving
Commitment Termination Date.

          (d)  In addition to any of the foregoing fees, Company agrees to pay
to Agents such other fees in the amounts and at the times separately agreed
upon.

    2.10. Scheduled Payments/Commitment Reductions/Repurchases.

          Scheduled Installments. The principal amounts of the Term Loans shall
          ----------------------
be repaid in consecutive quarterly installments (each, an "Installment") in the
aggregate amounts set forth below on the last day of each Fiscal Quarter (each,
an "Installment Date"), commencing March 31, 2002:

       ==================================================================
                   Fiscal Quarter               Term Loan Installments
       ------------------------------------------------------------------
       March 31, 2002                                   $1,312,500
       ------------------------------------------------------------------
       June 30, 2002                                    $1,312,500
       ------------------------------------------------------------------
       September 30, 2002                               $1,312,500
       ------------------------------------------------------------------

                                       36

<PAGE>

      ------------------------------------------------------------------
      December 31, 2002                                $ 1,312,500
      ------------------------------------------------------------------
      March 31, 2003                                   $ 2,625,000
      ------------------------------------------------------------------
      June 30, 2003                                    $ 2,625,000
      ------------------------------------------------------------------
      September 30, 2003                               $ 2,625,000
      ------------------------------------------------------------------
      December 31, 2003                                $ 2,625,000
      ------------------------------------------------------------------
      March 31, 2004                                   $ 2,625,000
      ------------------------------------------------------------------
      June 30, 2004                                    $ 2,625,000
      ------------------------------------------------------------------
      September 30, 2004                               $ 2,625,000
      ------------------------------------------------------------------
      December 31, 2004                                $ 2,625,000
      ------------------------------------------------------------------
      March 31, 2005                                   $ 2,625,000
      ------------------------------------------------------------------
      June 30, 2005                                    $ 2,625,000
      ------------------------------------------------------------------
      September 30, 2005                               $ 2,625,000
      ------------------------------------------------------------------
      December 31, 2005                                $ 2,625,000
      ------------------------------------------------------------------
      March 31, 2006                                   $17,062,500
      ------------------------------------------------------------------
      June 30, 2006                                    $17,062,500
      ------------------------------------------------------------------
      September 30, 2006                               $17,062,500
      ------------------------------------------------------------------
      December 31, 2006                                $17,062,500
      ==================================================================

Notwithstanding the foregoing, (x) such Installments shall be reduced in
connection with any voluntary or mandatory prepayments of the Term Loans, in
accordance with Sections 2.11, 2.12 and 2.13, as applicable; and (y) the Term
Loans, together with all other amounts owed hereunder with respect thereto,
shall, in any event, be paid in full no later than the Term Loan Maturity Date.

     2.11. Voluntary Prepayments/Commitment Reductions/Repurchases.

           (a)  Voluntary Prepayments.
                ---------------------

                (i)   Any time and from time to time:

                         (1) with respect to Base Rate Loans, Company may prepay
     any such Loans on any Business Day in whole or in part, in an aggregate
     minimum amount of $500,000 and integral multiples of $100,000 in excess of
     that amount;

                         (2) with respect to Eurodollar Rate Loans, Company may
     prepay any such Loans on any Business Day in whole or in part in an
     aggregate minimum amount of $1,000,000 and integral multiples of $100,000
     in excess of that amount; and

                                       37

<PAGE>

                 (ii)    All such prepayments shall be made:

                         (1) upon not less than one Business Day's prior written
     or telephonic notice in the case of Base Rate Loans; and

                         (2) upon not less than three Business Days' prior
     written or telephonic notice in the case of Eurodollar Rate Loans;

in each case given to Administrative Agent, by 12:00 p.m. (New York City time)
on the date required and, if given by telephone, promptly confirmed in writing
to Administrative Agent (and Administrative Agent will promptly transmit such
telephonic or original notice for Term Loans or Revolving Loans, as the case may
be, by telefacsimile or telephone to each Lender). Upon the giving of any such
notice, the principal amount of the Loans specified in such notice shall become
due and payable on the prepayment date specified therein.

          (b)    Voluntary Commitment Reductions.
                 -------------------------------

                 (i)     Company may, upon not less than three Business Days'
prior written or telephonic notice confirmed in writing to Administrative Agent
(which original written or telephonic notice Administrative Agent will promptly
transmit by telefacsimile or telephone to each applicable Lender), at any time
and from time to time terminate in whole or permanently reduce in part, without
premium or penalty, the Revolving Commitments in an amount up to the amount by
which the Revolving Commitments exceed the Total Utilization of Revolving
Commitments at the time of such proposed termination or reduction; provided, any
                                                                   --------
such partial reduction of the Revolving Commitments shall be in an aggregate
minimum amount of $1,000,000 and integral multiples of $500,000 in excess of
that amount.

                 (ii)    Company's notice to Administrative Agent shall
designate the date (which shall be a Business Day) of such termination or
reduction and the amount of any partial reduction, and such termination or
reduction of the Revolving Commitments shall be effective on the date specified
in Company's notice and shall reduce the Revolving Commitment of each Lender
proportionately to its Pro Rata Share thereof.

          (c)    Certain Permitted Term Loan Repurchases. Notwithstanding
                 ---------------------------------------
anything to the contrary contained in this Section 2.11 or any other provision
of this Agreement, so long as (i) there is no Default, (ii) there is no Event of
Default and (iii) no Default or Event of Default would result therefrom, Company
may repurchase outstanding Term Loans on the following basis:

                 (i)     Company may repurchase all or any portion of the Term
Loans of one or more Lenders pursuant to an Assignment Agreement, between
Company and such Lender or Lenders in an aggregate principal amount not to
exceed 35% of the initial aggregate principal amount of Term Loans with respect
to all such repurchases pursuant to this clause (i); provided that, with respect
                                                     --------
to such repurchases, Company shall simultaneously provide a copy of such
Assignment Agreement and any other agreements between Company and such Lender
with respect to such repurchase to the Administrative Agent and Syndication
Agent;

                                       38

<PAGE>

              (ii) In addition, Company may make one or more offers (each, an
"Offer") to repurchase all or any portion of the Term Loans (such Term Loans,
the "Offer Loans") of the Lenders, provided, (A) Company delivers a notice of
                                   --------
such Offer to the Administrative Agent and all Lenders no later than noon (New
York City time) at least five (5) Business Days in advance of a proposed
consummation date of such Offer indicating (1) the last date on which such Offer
may be accepted, (2) the maximum dollar amount of the Offer, (3) the repurchase
price per dollar of principal amount of such Offer Loans at which Company is
willing to repurchase the Offer Loans and (4) the instructions, consistent with
this Section 2.11(c) with respect to the Offer (which shall be reasonably
acceptable to Company, the Administrative Agent and the Syndication Agent), that
a Lender must follow in order to have its Offer Loans repurchased; (B) the
maximum dollar amount of the Offer shall be no less than an aggregate
$1,000,000; (C) Company shall hold the Offer open for a minimum period of two
(2) Business Days; (D) a Lender who elects to participate in the Offer may
choose to tender all or part of such Lender's Offer Loans; and (E) the Offer
shall be made to Lenders holding the Offer Loans on a pro rata basis in
accordance with their Pro Rata Shares; provided, further that, if any Lender
                                       --------  -------
elects not to participate in the Offer, either in whole or in part, the amount
of such Lender's Offer Loans not being tendered shall be excluded in calculating
the pro rata amount applicable to the balance of such Offer Loans;

              (iii) With respect to all repurchases made by Company pursuant to
this Section 2.11(c), (A) Company shall pay all accrued and unpaid interest, if
any, on the repurchased Term Loans to the date of repurchase of such Term Loans,
(B) the repurchase of such Term Loans by Company shall not be taken into account
in the calculation of Consolidated Excess Cash Flow, (C) Company shall have
provided to all Lenders all information that, together with any previously
provided information, would satisfy the requirements of Rule 10b-5 of the
Exchange Act with respect to an offer by Company to repurchase securities
registered under the Securities Act of 1933 (whether or not such securities are
outstanding) as if such offer was being made as of the date of such repurchase
of Term Loans from a Lender and (D) such repurchases shall not be deemed to be
voluntary prepayments pursuant to Section 2.13 or 2.14 hereunder except that the
amount of the Loans so repurchased shall be applied on a pro rata basis to
reduce the scheduled remaining Installments of principal on such Term Loan;

              (iv) Following repurchase by Company pursuant to this Section
2.11(c), the Term Loans so repurchased shall be deemed cancelled for all
purposes and no longer outstanding (and may not be resold by Company), for all
purposes of this Agreement and all other Credit Documents, including, but not
limited to (A) the making of, or the application of, any payments to the Lenders
under this Agreement or any other Credit Document, (B) the making of any
request, demand, authorization, direction, notice, consent or waiver under this
Agreement or any other Credit Document or (C) the determination of Requisite
Lenders, or for any similar or related purpose, under this Agreement or any
other Credit Document. Any payment made by Company in connection with a
repurchase permitted by this Section 2.11(c) shall not be subject to the
provisions of either Section 2.14(a) or Section 2.15. Failure by Company to make
any payment to a Lender required by an agreement permitted by this Section
2.11(c) shall not constitute an Event of Default under Section 8.1(a); and

                                       39

<PAGE>

              (v)    Notwithstanding any of the provisions set forth in this
Agreement to the contrary, the Company, the Lenders and Agents hereby agree that
nothing in this Agreement shall be understood to mean or suggest that the Term
Loans constitute "securities" for purposes of either the Securities Act or the
Exchange Act.

     2.12.  Mandatory Prepayments/Commitment Reductions.

            (a)   Asset Sales. No later than the third Business Day following
                  -----------
the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale
Proceeds, Company shall prepay the Loans and/or the Revolving Commitments shall
be permanently reduced as set forth in Section 2.13(b) in an aggregate amount
equal to such Net Asset Sale Proceeds; provided, (i) so long as no Default or
                                       --------
Event of Default shall have occurred and be continuing, and (ii) to the extent
that aggregate Net Asset Sale Proceeds from the Closing Date through the
applicable date of determination do not exceed $5,000,000, Company shall have
the option, directly or through one or more of its Subsidiaries, to invest Net
Asset Sale Proceeds within two hundred seventy (270) days of receipt thereof in
assets of the general type used in the business of Company and its Subsidiaries;
provided further, (i) pending any such investment all such Net Asset Sale
-------- -------
Proceeds shall be applied to prepay Revolving Loans to the extent outstanding
(without a reduction in Revolving Commitments) and (ii) to the extent the
Company does not invest such Net Asset Sale Proceeds within two hundred seventy
(270) days of receipt thereof, Company shall prepay the Loans and/or the
Revolving Commitments shall be permanently reduced as set forth in Section
2.13(b) in an aggregate amount equal to such Net Asset Sale Proceeds not
invested.

            (b)   Insurance/Condemnation Proceeds. No later than the third
                  -------------------------------
Business Day following the date of receipt by Company or any of its
Subsidiaries, or Administrative Agent as loss payee, of any Net
Insurance/Condemnation Proceeds, Company shall prepay the Loans and/or the
Revolving Commitments shall be permanently reduced as set forth in Section
2.13(b) in an aggregate amount equal to such Net Insurance/Condemnation
Proceeds; provided, (i) so long as no Default or Event of Default shall have
          --------
occurred and be continuing, and (ii) to the extent that aggregate Net
Insurance/Condemnation Proceeds from the Closing Date through the applicable
date of determination do not exceed $5,000,000, Company shall have the option,
directly or through one or more of its Subsidiaries to invest such Net
Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt
thereof in assets of the general type used in the business of Company and its
Subsidiaries, which investment may include the repair, restoration or
replacement of the applicable assets thereof; provided further, (i) pending any
                                              -------- -------
such investment all such Net Insurance/Condemnation Proceeds, as the case may
be, shall be applied to prepay Revolving Loans to the extent outstanding
(without a reduction in Revolving Commitments) and (ii) to the extent the
Company does not invest such Net Insurance/Condemnation Proceeds within two
hundred seventy (270) days of receipt thereof, Company shall prepay the Loans
and/or the Revolving Commitments shall be permanently reduced as set forth in
Section 2.13(b) in an aggregate amount equal to such Net Insurance/Condemnation
Proceeds not invested.

                                       40

<PAGE>

             (c)    Issuance of Equity Securities. On the date of receipt by
                    -----------------------------
Company of any Cash proceeds from a capital contribution to, or the issuance of
any Capital Stock of, Company (other than pursuant to any employee stock or
stock option compensation plan), Company shall prepay the Loans and/or the
Revolving Commitments shall be permanently reduced as set forth in Section
2.13(b) in an aggregate amount equal to 50% of such proceeds, net of
underwriting or placement discounts and commissions and other reasonable costs
and expenses associated therewith, including reasonable legal fees and expenses;
provided, however, that after the date that the Senior Secured Leverage Ratio is
--------  -------
0.90:1.00 or less, Company shall have no further obligations pursuant to this
Section 2.12(c).

             (d)    Issuance of Debt. On the date of receipt by Company or any
                    ----------------
of its Subsidiaries of any Cash proceeds from incurrence of any Indebtedness of
Company or any of its Subsidiaries (excluding Indebtedness permitted to be
incurred pursuant to Section 6.1 (other than subordinated Indebtedness in excess
of $150,000,000 permitted to be incurred pursuant to Section 6.1(c))), Company
shall prepay the Loans and/or the Revolving Commitments shall be permanently
reduced as set forth in Section 2.13(b) in an aggregate amount equal to 100% of
such proceeds, net of underwriting or placement discounts and commissions and
other reasonable costs and expenses associated therewith, including reasonable
legal fees and expenses.

             (e)    Consolidated Excess Cash Flow. In the event that there shall
                    -----------------------------
be Consolidated Excess Cash Flow after the Closing Date for any Fiscal Year
(commencing with Fiscal Year 2002), Company shall, no later than ninety (90)
days after the end of such Fiscal Year, prepay the Loans and/or the Revolving
Commitments shall be permanently reduced as set forth in Section 2.13(b) in an
aggregate amount equal to 75% of such Consolidated Excess Cash Flow.

             (f)    Revolving Loans. Company shall from time to time prepay the
                    ---------------
Revolving Loans to the extent necessary so that the Total Utilization of
Revolving Commitments shall not at any time exceed the Revolving Commitments
then in effect.

             (g)    Prepayment Certificate. Concurrently with any prepayment of
                    ----------------------
the Loans and/or reduction of the Revolving Commitments pursuant to Sections
2.12(a) through 2.12(e), Company shall deliver to Administrative Agent a
certificate of an Authorized Officer demonstrating the calculation of the amount
of the applicable net proceeds or Consolidated Excess Cash Flow, as the case may
be. In the event that Company shall subsequently determine that the actual
amount received exceeded the amount set forth in such certificate, Company shall
promptly make an additional prepayment of the Loans and/or the Revolving
Commitments shall be permanently reduced in an amount equal to such excess, and
Company shall concurrently therewith deliver to Administrative Agent a
certificate of an Authorized Officer demonstrating the derivation of such
excess.

     2.13.   Application of Prepayments/Reductions.

             (a)    Application of Voluntary Prepayments by Type of Loans. Any
                    -----------------------------------------------------
prepayment of any Loan pursuant to Section  2.11(a) shall be applied as
specified by Company in

                                       41



<PAGE>

the applicable notice of prepayment; provided, in the event Company fails to
                                     --------
specify the Loans to which any such prepayment shall be applied, such prepayment
shall be applied as follows:

            first, to repay outstanding Revolving Loans on a pro rata basis to
the full extent thereof; and

            second, to prepay the Term Loans on a pro rata basis (in
accordance with the respective outstanding principal amounts thereof).

            Any prepayment of any Term Loan pursuant to Section 2.11(a)
shall be further applied on a pro rata basis to reduce the scheduled remaining
Installments of principal on such Term Loan.

            (b)   Application of Mandatory Prepayments by Type of Loans.  Any
                  ------------------------------------------------------
amount required to be paid pursuant to Sections  2.12(a) through 2.12(e) shall
be applied

            first, to prepay Term Loans on a pro rata basis (in accordance
with the respective outstanding principal amounts thereof) and shall be further
applied on a pro rata basis to the remaining scheduled Installments of principal
of the Term Loans; and

            second, to prepay the Revolving Loans on a pro rata basis to
the full extent thereof and to further permanently reduce the Revolving
Commitments by the amount of such prepayment;

            third, to cash collateralize Letters of Credit as provided in
Section 2.22 and to further permanently reduce the Revolving Loan Commitment by
the amount of such cash collateralization; and

            fourth, to further permanently reduce the Revolving Commitments to
the full extent thereof.

            (c)   Application of Prepayments of Loans to Base Rate Loans and
                  ----------------------------------------------------------
Eurodollar Rate Loans. Considering each Class of Loans being prepaid separately,
---------------------
any prepayment thereof shall be applied first to Base Rate Loans to the full
extent thereof before application to Eurodollar Rate Loans, in each case in a
manner which minimizes the amount of any payments required to be made by Company
pursuant to Section 2.16(c).

            (d)   Prepayment Premium. In the event that all or any portion of
                  ------------------
the Term Loans are repaid for any reason within two years following the Closing
Date, then Company shall pay to the Term Loan Lenders a repayment premium on the
principal amount of each of the Term Loans so repaid (x) in the aggregate amount
of 2.0% of such repayment so made if such repayment occurs on or prior to the
first anniversary of the Closing Date and (y) in the aggregate amount of 1.0% of
the amount of such repayment so made if such repayment occurs after the first
anniversary of the Closing Date, but on or prior to the second anniversary
Closing Date; provided that no such prepayment premium shall be payable with
              --------
respect to (i) mandatory

                                       42

<PAGE>

prepayments required to be made pursuant to Section 2.12(e) and (ii) regularly
scheduled amortization payments in accordance with Section 2.10.

     2.14.  General Provisions Regarding Payments.

            (a)   All payments by Company of principal, interest, fees and other
Obligations shall be made in Dollars in same day funds, without defense, setoff
or counterclaim, free of any restriction or condition, and delivered to
Administrative Agent not later than 12:00 p.m. (New York City time) on the date
due at the Administrative Agent's Principal Office for the account of Lenders;
funds received by Administrative Agent after that time on such due date shall be
deemed to have been paid by Company on the next succeeding Business Day.

            (b)   All payments in respect of the principal amount of any Loan
shall include payment of accrued interest on the principal amount being repaid
or prepaid, and all such payments (and, in any event, any payments in respect of
any Loan on a date when interest is due and payable with respect to such Loan)
shall be applied to the payment of interest before application to principal.

            (c)   Administrative Agent shall promptly distribute to each Lender
at such address as such Lender shall indicate in writing, such Lender's
applicable Pro Rata Share of all payments and prepayments of principal and
interest due hereunder, together with all other amounts due thereto, including,
without limitation, all fees payable with respect thereto, to the extent
received by Administrative Agent.

            (d)   Notwithstanding the foregoing provisions hereof, if any
Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any
Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any
Eurodollar Rate Loans, Administrative Agent shall give effect thereto in
apportioning payments received thereafter.

            (e)   Subject to the provisos set forth in the definition of
"Interest Period", whenever any payment to be made hereunder shall be stated to
be due on a day that is not a Business Day, such payment shall be made on the
next succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest hereunder or of the Revolving Commitment
fees hereunder.

            (f)   Company hereby authorizes Administrative Agent to charge
Company's accounts with Administrative Agent in order to cause timely payment to
be made to Administrative Agent of all principal, interest, fees and expenses
due hereunder (subject to sufficient funds being available in its accounts for
that purpose).

            (g)   Administrative Agent shall deem any payment by or on behalf of
Company hereunder that is not made in same day funds prior to 12:00 p.m. (New
York City time) to be a non-conforming payment. Any such payment shall not be
deemed to have been received by Administrative Agent until the later of (i) the
time such funds become available funds, and (ii) the applicable next Business
Day. Administrative Agent shall give prompt telephonic notice to Company and
each applicable Lender (confirmed in writing) if any payment

                                       43

<PAGE>

is non-conforming. Any non-conforming payment may constitute or become a Default
or Event of Default in accordance with the terms of Section 8.1(a). Interest
shall continue to accrue on any principal as to which a non-conforming payment
is made until such funds become available funds (but in no event less than the
period from the date of such payment to the next succeeding applicable Business
Day) at the rate determined pursuant to Section 2.10 from the date such amount
was due and payable until the date such amount is paid in full.

             (h) If an Event of Default shall have occurred and not otherwise
been waived, and the maturity of the Obligations shall have been accelerated
pursuant to Section 8.1, all payments or proceeds received by Agents hereunder
in respect of any of the Obligations, shall be applied in accordance with the
application arrangements described in Section 6.5 of the Pledge and Security
Agreement.

     2.15.   Ratable Sharing. Lenders hereby agree among themselves that, except
as otherwise provided in the Collateral Documents with respect to amounts
realized from the exercise of rights with respect to Liens on the Collateral, if
any of them shall, whether by voluntary payment (other than a voluntary
prepayment of Loans made and applied in accordance with the terms hereof),
through the exercise of any right of set-off or banker's lien, by counterclaim
or cross action or by the enforcement of any right under the Credit Documents or
otherwise, or as adequate protection of a deposit treated as cash collateral
under the Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate amount of principal, interest, amounts payable in respect of Letters
of Credit, fees and other amounts then due and owing to such Lender hereunder or
under the other Credit Documents (collectively, the "Aggregate Amounts Due" to
such Lender) which is greater than the proportion received by any other Lender
in respect of the Aggregate Amounts Due to such other Lender, then the Lender
receiving such proportionately greater payment shall (a) notify Administrative
Agent and each other Lender of the receipt of such payment and (b) apply a
portion of such payment to purchase participations (which it shall be deemed to
have purchased from each seller of a participation simultaneously upon the
receipt by such seller of its portion of such payment) in the Aggregate Amounts
Due to the other Lenders so that all such recoveries of Aggregate Amounts Due
shall be shared by all Lenders in proportion to the Aggregate Amounts Due to
them; provided, if all or part of such proportionately greater payment received
      --------
by such purchasing Lender is thereafter recovered from such Lender upon the
bankruptcy or reorganization of Company or otherwise, those purchases shall be
rescinded and the purchase prices paid for such participations shall be returned
to such purchasing Lender ratably to the extent of such recovery, but without
interest. Company expressly consents to the foregoing arrangement and agrees
that any holder of a participation so purchased may exercise any and all rights
of banker's lien, set-off or counterclaim with respect to any and all monies
owing by Company to that holder with respect thereto as fully as if that holder
were owed the amount of the participation held by that holder.

     2.16.   Making or Maintaining Eurodollar Rate Loans.

             (a)   Inability to Determine Applicable Interest Rate. In the event
                   -----------------------------------------------
that Administrative Agent shall have determined (which determination shall be
final and conclusive and binding upon all parties hereto), on any Interest Rate
Determination Date with respect to any

                                       44

<PAGE>

Eurodollar Rate Loans, that by reason of circumstances affecting the London
interbank market adequate and fair means do not exist for ascertaining the
interest rate applicable to such Loans on the basis provided for in the
definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date
give notice (by telefacsimile or by telephone confirmed in writing) to Company
and each Lender of such determination, whereupon (i) no Loans may be made as, or
converted to, Eurodollar Rate Loans until such time as Administrative Agent
notifies Company and Lenders that the circumstances giving rise to such notice
no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice
given by Company with respect to the Loans in respect of which such
determination was made shall be deemed to be rescinded by Company.

     (b) Illegality or Impracticability of Eurodollar Rate Loans. In the event
         -------------------------------------------------------
that on any date any Lender shall have determined (which determination shall be
final and conclusive and binding upon all parties hereto but shall be made only
after consultation with Company and Administrative Agent) that the making,
maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful
as a result of compliance by such Lender in good faith with any law, treaty,
governmental rule, regulation, guideline or order (or would conflict with any
such treaty, governmental rule, regulation, guideline or order not having the
force of law even though the failure to comply therewith would not be unlawful),
or (ii) has become impracticable, as a result of contingencies occurring after
the date hereof which materially and adversely affect the London interbank
market or the position of such Lender in that market, then, and in any such
event, such Lender shall be an "Affected Lender" and it shall on that day give
notice (by telefacsimile or by telephone confirmed in writing) to Company and
Administrative Agent of such determination (which notice Administrative Agent
shall promptly transmit to each other Lender). Thereafter (1) the obligation of
the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate
Loans shall be suspended until such notice shall be withdrawn by the Affected
Lender, (2) to the extent such determination by the Affected Lender relates to a
Eurodollar Rate Loan then being requested by Company pursuant to a Funding
Notice or a Conversion/Continuation Notice, the Affected Lender shall make such
Loan as (or continue such Loan as or convert such Loan to, as the case may be) a
Base Rate Loan, (3) the Affected Lender's obligation to maintain its outstanding
Eurodollar Rate Loans (the "Affected Loans") shall be terminated at the earlier
to occur of the expiration of the Interest Period then in effect with respect to
the Affected Loans or when required by law, and (4) the Affected Loans shall
automatically convert into Base Rate Loans on the date of such termination.
Notwithstanding the foregoing, to the extent a determination by an Affected
Lender as described above relates to a Eurodollar Rate Loan then being requested
by Company pursuant to a Funding Notice or a Conversion/Continuation Notice,
Company shall have the option, subject to the provisions of Section 2.16(c), to
rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders
by giving notice (by telefacsimile or by telephone confirmed in writing) to
Administrative Agent of such rescission on the date on which the Affected Lender
gives notice of its determination as described above (which notice of rescission
Administrative Agent shall promptly transmit to each other Lender). Except as
provided in the immediately preceding sentence, nothing in this Section 2.16(b)
shall affect the obligation of any Lender other than an Affected Lender to make
or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in
accordance with the terms hereof.

                                       45

<PAGE>

           (c) Compensation for Breakage or Non-Commencement of Interest
               ---------------------------------------------------------
Periods. Company shall compensate each Lender, upon written request by such
-------
Lender (which request shall set forth the basis for requesting such amounts),
for all reasonable losses, expenses and liabilities (including any interest paid
by such Lender to lenders of funds borrowed by it to make or carry its
Eurodollar Rate Loans and any loss, expense or liability sustained by such
Lender in connection with the liquidation or re-employment of such funds, but
excluding loss of anticipated profits including the right to receive the
Applicable Margin with respect thereto) which such Lender may sustain: (i) if
for any reason (other than a default by such Lender) a borrowing of any
Eurodollar Rate Loan does not occur on a date specified therefor in a Funding
Notice or a telephonic request for borrowing, or a conversion to or continuation
of any Eurodollar Rate Loan does not occur on a date specified therefor in a
Conversion/Continuation Notice or a telephonic request for conversion or
continuation; (ii) if any prepayment or other principal payment or any
conversion of any of its Eurodollar Rate Loans occurs on a date prior to the
last day of an Interest Period applicable to that Loan (including, without
limitation, pursuant to Section 2.11(c)); or (iii) if any prepayment of any of
its Eurodollar Rate Loans is not made on any date specified in a notice of
prepayment given by Company.

           (d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or
               --------------------------------
transfer Eurodollar Rate Loans at, to, or for the account of any of its branch
offices or the office of an Affiliate of such Lender.

           (e) Assumptions Concerning Funding of Eurodollar Rate Loans.
               -------------------------------------------------------
Calculation of all amounts payable to a Lender under this Section 2.16 and under
Section 2.17 shall be made as though such Lender had actually funded each of its
relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar
Rate Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar deposit from an offshore office of such
Lender to a domestic office of such Lender in the United States of America;
provided, however, each Lender may fund each of its Eurodollar Rate Loans in any
--------  -------
manner it sees fit and the foregoing assumptions shall be utilized only for the
purposes of calculating amounts payable under this Section 2.16 and under
Section 2.17.

     2.17. Increased Costs; Capital Adequacy.

           (a) Compensation For Increased Costs. Subject to the provisions of
               --------------------------------
Section 2.18 (which shall be controlling with respect to the matters covered
thereby), in the event that any Lender (which term shall include Issuing Bank
for purposes of this Section 2.17(a)) shall determine (which determination
shall, absent manifest error, be final and conclusive and binding upon all
parties hereto) that any law, treaty or governmental rule, regulation or order,
or any change therein or in the interpretation, administration or application
thereof (including the introduction of any new law, treaty or governmental rule,
regulation or order), or any determination of a court or governmental authority,
in each case that becomes effective after the date hereof, or compliance by such
Lender with any guideline, request or directive issued or made after the date
hereof by any central bank or other governmental or quasi-governmental

                                       46

<PAGE>

authority (whether or not having the force of law): (i) imposes, modifies or
holds applicable any reserve (including any marginal, emergency, supplemental,
special or other reserve), special deposit, compulsory loan, FDIC insurance or
similar requirement against assets held by, or deposits or other liabilities in
or for the account of, or advances or loans by, or other credit extended by, or
any other acquisition of funds by, any office of such Lender (other than any
such reserve or other requirements with respect to Eurodollar Rate Loans that
are reflected in the definition of Adjusted Eurodollar Rate); or (ii) imposes
any other condition (other than with respect to a Tax matter) on or affecting
such Lender (or its applicable lending office) or its obligations hereunder or
the London interbank market; and the result of any of the foregoing is to
increase the cost to such Lender of agreeing to make, making or maintaining
Loans hereunder or to reduce any amount received or receivable by such Lender
(or its applicable lending office) with respect thereto; then, in any such case,
Company shall promptly pay to such Lender, upon receipt of the statement
referred to in the next sentence, such additional amount or amounts (in the form
of an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as may be
necessary to compensate such Lender for any such increased cost or reduction in
amounts received or receivable hereunder. Such Lender shall deliver to Company
(with a copy to Administrative Agent) a written statement, setting forth in
reasonable detail the basis for calculating the additional amounts owed to such
Lender under this Section 2.17(a), which statement shall be conclusive and
binding upon all parties hereto absent manifest error.

     (b) Capital Adequacy Adjustment. In the event that any Lender (which term
         ---------------------------
shall include Issuing Bank for purposes of this Section 2.17(b)) shall have
determined that the adoption, effectiveness, phase-in or applicability after the
Closing Date of any law, rule or regulation (or any provision thereof) regarding
capital adequacy, or any change therein or in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Lender (or its applicable lending office) with any guideline, request or
directive regarding capital adequacy (whether or not having the force of law) of
any such Governmental Authority, central bank or comparable agency, has or would
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, or with reference
to, such Lender's Loans or Revolving Commitments or Letters of Credit, or
participations therein or other obligations hereunder with respect to the Loans
or Letters of Credit to a level below that which such Lender or such controlling
corporation could have achieved but for such adoption, effectiveness, phase-in,
applicability, change or compliance (taking into consideration the policies of
such Lender or such controlling corporation with regard to capital adequacy),
then from time to time, within five Business Days after receipt by Company from
such Lender of the statement referred to in the next sentence, Company shall pay
to such Lender such additional amount or amounts as will compensate such Lender
or such controlling corporation on an after-tax basis for such reduction. Such
Lender shall deliver to Company (with a copy to Administrative Agent) a written
statement, setting forth in reasonable detail the basis for calculating the
additional amounts owed to Lender under this Section 2.17(b), which statement
shall be conclusive and binding upon all parties hereto absent manifest error.

                                       47

<PAGE>

     2.18. Taxes; Withholding, etc.

           (a) Payments to Be Free and Clear. All sums payable by any Credit
               -----------------------------
Party hereunder and under the other Credit Documents shall (except to the extent
required by law) be paid free and clear of, and without any deduction or
withholding on account of, any Tax, and all liabilities with respect thereto,
excluding in the case of each Lender and the Administrative Agent or any other
---------
party entitled to receive a payment hereunder, any taxes (including franchise
taxes and taxes imposed on or measured by net income or profits) imposed with
respect to the Administrative Agent or any Lender or any other party entitled to
receive a payment hereunder by reason of the Administrative Agent, the Lender or
such other party being a conduit entity within the meaning of U.S. Treasury
Regulation Section 1.881-3 or applicable successor provision (a "Conduit
Entity") or by reason of any connection between, as applicable, the
Administrative Agent or such Lender or any other party entitled to receive a
payment hereunder and the relevant taxing jurisdiction, including, without
limitation, a connection arising from such Person being or having been a
citizen, domiciliary, or resident of such jurisdiction, being organized in such
jurisdiction, or having or having had a permanent establishment or fixed place
or business therein, but excluding a connection arising solely from such Person
having executed, delivered, performed its obligations or received any payment
under this Agreement (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings, and liabilities in respect of payments hereunder or under
the other Credit Documents being hereinafter referred to as "Taxes").

           (b) Withholding of Taxes. If any Credit Party or any other Person is
               --------------------
required by law to make any deduction or withholding on account of any such Tax
from any sum paid or payable by any Credit Party to Administrative Agent or any
Lender (which term shall include Issuing Bank for purposes of this Section
2.18(b)) under any of the Credit Documents: (i) Company shall notify
Administrative Agent of any such requirement or any change in any such
requirement as soon as Company becomes aware of it; (ii) Company shall pay any
such Tax before the date on which penalties attach thereto, such payment to be
made (if the liability to pay is imposed on any Credit Party) for its own
account or (if that liability is imposed on Administrative Agent or such Lender,
as the case may be) on behalf of and in the name of Administrative Agent or such
Lender; (iii) the sum payable by such Credit Party in respect of which the
relevant deduction, withholding or payment is required shall be increased to the
extent necessary to ensure that, after the making of that deduction, withholding
or payment, Administrative Agent or such Lender, as the case may be, receives on
the due date a net sum equal to what it would have received had no such
deduction, withholding or payment been required or made; and (iv) within thirty
(30) days after paying any sum from which it is required by law to make any
deduction or withholding, and within thirty (30) days after the due date of
payment of any Tax which it is required by clause (ii) above to pay, Company
shall deliver to Administrative Agent evidence satisfactory to the other
affected parties of such deduction, withholding or payment and of the remittance
thereof to the relevant taxing or other authority; provided, no such additional
amount shall be required to be paid to any Lender under clause (iii) above
except to the extent that any change after the date hereof (in the case of each
Lender listed on the signature pages hereof on the Closing Date) or after the
effective date of the Assignment Agreement pursuant to which such Lender became
a Lender (in the case of each other Lender) in

                                       48

<PAGE>

any such requirement for a deduction, withholding or payment as is mentioned
therein shall result in an increase in the rate of such deduction, withholding
or payment from that in effect at the date hereof or at the date of such
Assignment Agreement, as the case may be, in respect of payments to such Lender.

     (c) Evidence of Exemption From U.S. Withholding Tax. Each Lender that is
         -----------------------------------------------
not a United States Person (as such term is defined in Section 7701(a)(30) of
the Internal Revenue Code) for U.S. federal income tax purposes (a "Non-US
Lender") shall deliver to Administrative Agent for transmission to Company, on
or prior to the Closing Date (in the case of each Lender listed on the signature
pages hereof on the Closing Date) or on or prior to the date of the Assignment
Agreement pursuant to which it becomes a Lender (in the case of each other
Lender), and at such other times as may be necessary in the determination of
Company or Administrative Agent (each in the reasonable exercise of its
discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or
W-8ECI (or any successor forms), properly completed and duly executed by such
Lender, and such other documentation required under the Internal Revenue Code
and reasonably requested by Company to establish that such Lender is not subject
to deduction or withholding of United States federal income tax with respect to
any payments to such Lender of principal, interest, fees or other amounts
payable under any of the Credit Documents, or (ii) if such Lender is not a
"bank" or other Person described in Section 881(c)(3) of the Internal Revenue
Code and cannot deliver either Internal Revenue Service Form W-8BEN or W-8ECI
pursuant to clause (i) above, a Certificate re Non-Bank Status together with two
original copies of the appropriate Internal Revenue Service Form W-8 (or any
successor form), properly completed and duly executed by such Lender, and such
other documentation required under the Internal Revenue Code and reasonably
requested by Company to establish that such Lender is not subject to deduction
or withholding of United States federal income tax with respect to any payments
to such Lender of interest payable under any of the Credit Documents. Each
Lender that is not a Non-US Lender shall deliver to the Administrative Agent for
delivery to the Company two duly completed copies of United States Internal
Revenue Service Form W-9 (or applicable successor form) unless it establishes to
the satisfaction of the Company that the Lender that it is otherwise eligible
for an exemption from backup withholding tax or other applicable withholding
tax. Each Lender hereby agrees, from time to time after the initial delivery by
such Lender of such forms, certificates or other evidence required to be
provided by the first two sentences of this Section 2.18(c), whenever a lapse in
time or change in circumstances renders such forms, certificates or other
evidence obsolete or inaccurate in any material respect, that such Lender shall
promptly deliver to Administrative Agent for transmission to Company two new
original copies of Internal Revenue Service Form W-8BEN, W-8ECI or W-9, or a
Certificate re Non-Bank Status and two original copies of the appropriate
Internal Revenue Service Form W-8, as the case may be, properly completed and
duly executed by such Lender, and such other documentation required under the
Internal Revenue Code and reasonably requested by Company to confirm or
establish that such Lender is not subject to deduction or withholding of United
States federal income tax with respect to payments to such Lender under the
Credit Documents, or notify Administrative Agent and Company of its inability to
deliver any such forms, certificates or other evidence. Company shall not be
required to pay any additional amount to any Non-US Lender under Section
2.18(b)(iii) if such Lender shall have failed (1) to deliver the forms,
certificates or other evidence referred to in this Section

                                       49

<PAGE>

2.18(c), or (2) to notify Administrative Agent and Company of its inability to
deliver any such forms, certificates or other evidence, as the case may be;
provided, if such Lender shall have satisfied the requirements of the first
sentence of this Section 2.18(c) on the Closing Date or on the date of the
Assignment Agreement pursuant to which it became a Lender, as applicable,
nothing in this last sentence of Section 2.18(c) shall relieve Company of its
obligation to pay any additional amounts pursuant to Section 2.18(a) in the
event that, as a result of any change in any applicable law, treaty or
governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, such Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date
establishing the fact that such Lender is not subject to withholding as
described herein. Each non-U.S. Lender hereby agrees to indemnify and hold
harmless the Company from and against any taxes imposed on or on behalf of the
United States or any taxing jurisdiction thereof, and any interest, penalties or
additions thereto, or costs incurred in connection therewith, incurred or
payable by the Company as a result of the failure of the Company to comply with
its obligations to deduct or withhold any taxes imposed by or on behalf of the
United States or any taxing jurisdiction thereof from any payments made pursuant
to this Agreement to such non-U.S. Lender or the Administrative Agent, which
failure resulted from the Company's reliance on any form, statement, certificate
or other information provided to it by such non-U.S. Lender pursuant to this
Section 2.18 or by reason of such non-U.S. Lender being a Conduit Entity.

     2.19. Obligation to Mitigate. Each Lender (which term shall include Issuing
Bank for purposes of this Section 2.19) agrees that, as promptly as practicable
after the officer of such Lender responsible for administering its Loans or
Letters of Credit, as the case may be, becomes aware of the occurrence of an
event or the existence of a condition that would cause such Lender to become an
Affected Lender or that would entitle such Lender to receive payments under
Section 2.16, 2.17 or 2.18, it will, to the extent not inconsistent with the
internal policies of such Lender and any applicable legal or regulatory
restrictions, use reasonable efforts to (a) make, issue, fund or maintain its
Credit Extensions, including any Affected Loans, through another office of such
Lender, or (b) take such other measures as such Lender may deem reasonable, if
as a result thereof the circumstances which would cause such Lender to be an
Affected Lender would cease to exist or the additional amounts which would
otherwise be required to be paid to such Lender pursuant to Section 2.16, 2.17
or 2.18 would be materially reduced and if, as determined by such Lender in its
sole discretion, the making, issuing, funding or maintaining of such Revolving
Commitments, Loans or Letters of Credit through such other office or in
accordance with such other measures, as the case may be, would not otherwise
adversely affect such Revolving Commitments, Loans or Letters of Credit or the
interests of such Lender; provided, such Lender will not be obligated to utilize
                          --------
such other office pursuant to this Section 2.19 unless Company agrees to pay all
incremental expenses incurred by such Lender as a result of utilizing such other
office as described in clause (i) above. A certificate as to the amount of any
such expenses payable by Company pursuant to this Section 2.19 (setting forth in
reasonable detail the basis for requesting such amount) submitted by such Lender
to Company (with a copy to Administrative Agent) shall be conclusive absent
manifest error.

                                       50

<PAGE>

     2.20. Defaulting Lenders. Anything contained herein to the contrary
notwithstanding, in the event that any Lender, at the direction or request of
any regulatory agency or authority, defaults (a "Defaulting Lender") in its
obligation to fund (a "Funding Default") any Revolving Loan or its portion of
any unreimbursed payment under Section 2.22(e) (in each case, a "Defaulted
Loan"), then (a) during any Default Period with respect to such Defaulting
Lender, such Defaulting Lender shall be deemed not to be a "Lender" for purposes
of voting on any matters (including the granting of any consents or waivers)
with respect to any of the Credit Documents; (b) to the extent permitted by
applicable law, until such time as the Default Excess with respect to such
Defaulting Lender shall have been reduced to zero, (i) any voluntary prepayment
of the Revolving Loans shall, if Company so directs at the time of making such
voluntary prepayment, be applied to the Revolving Loans of other Lenders as if
such Defaulting Lender had no Revolving Loans outstanding and the Revolving
Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment
of the Revolving Loans shall, if Company so directs at the time of making such
mandatory prepayment, be applied to the Revolving Loans of other Lenders (but
not to the Revolving Loans of such Defaulting Lender) as if such Defaulting
Lender had funded all Defaulted Loans of such Defaulting Lender, it being
understood and agreed that Company shall be entitled to retain any portion of
any mandatory prepayment of the Revolving Loans that is not paid to such
Defaulting Lender solely as a result of the operation of the provisions of this
clause (b); (c) such Defaulting Lender's Revolving Commitment and outstanding
Revolving Loans and such Defaulting Lender's Pro Rata Share of the Letter of
Credit Usage shall be excluded for purposes of calculating the Revolving
Commitment fee payable to Lenders in respect of any day during any Default
Period with respect to such Defaulting Lender, and such Defaulting Lender shall
not be entitled to receive any Revolving Commitment fee pursuant to Section 2.9
with respect to such Defaulting Lender's Revolving Commitment in respect of any
Default Period with respect to such Defaulting Lender; and (d) the Total
Utilization of Revolving Commitments as at any date of determination shall be
calculated as if such Defaulting Lender had funded all Defaulted Loans of such
Defaulting Lender. No Revolving Commitment of any Lender shall be increased or
otherwise affected, and, except as otherwise expressly provided in this Section
2.20, performance by Company of its obligations hereunder and the other Credit
Documents shall not be excused or otherwise modified as a result of any Funding
Default or the operation of this Section 2.20. The rights and remedies against a
Defaulting Lender under this Section 2.20 are in addition to other rights and
remedies which Company may have against such Defaulting Lender with respect to
any Funding Default and which Administrative Agent or any Lender may have
against such Defaulting Lender with respect to any Funding Default.

     2.21. Removal or Replacement of a Lender. Anything contained herein to the
contrary notwithstanding, in the event that: (a) any Lender (an "Increased-Cost
Lender") shall give notice to Company that such Lender is an Affected Lender or
that such Lender is entitled to receive payments under Section 2.16(a), 2.16(b),
2.17 or 2.18, the circumstances which have caused such Lender to be an Affected
Lender or which entitle such Lender to receive such payments shall remain in
effect, and such Lender shall fail to withdraw such notice within five Business
Days after Company's request for such withdrawal; or (b) any Lender shall become
a Defaulting Lender, the Default Period for such Defaulting Lender shall remain
in effect, and such Defaulting Lender shall fail to cure the default as a result
of which it has become a

                                       51

<PAGE>

Defaulting Lender within five Business Days after Company's request that it cure
such default; or (c) in connection with any proposed amendment, modification,
termination, waiver or consent with respect to any of the provisions hereof as
contemplated by Section 10.5(b), the consent of Requisite Lenders shall have
been obtained but the consent of one or more of such other Lenders (each a
"Non-Consenting Lender") whose consent is required shall not have been obtained;
then, with respect to each such Increased-Cost Lender, Defaulting Lender or
Non-Consenting Lender (the "Terminated Lender"), Company may, by giving written
notice to Administrative Agent and any Terminated Lender of its election to do
so, elect to cause such Terminated Lender (and such Terminated Lender hereby
irrevocably agrees) to assign its outstanding Loans and its Revolving
Commitments, if any, in full to one or more Eligible Assignees (each a
"Replacement Lender") in accordance with the provisions of Section 10.6 and
Terminated Lender shall pay any fees payable thereunder in connection with such
assignment; provided, (1) on the date of such assignment, the Replacement Lender
            --------
shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal
to the principal of, and all accrued interest on, all outstanding Loans of the
Terminated Lender, (B) an amount equal to all unreimbursed drawing that have
been funded by such Terminated Lender, together with all then unpaid interest
with respect thereto at such time and (C) an amount equal to all accrued, but
theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.9;
(2) on the date of such assignment, Company shall pay any amounts payable to
such Terminated Lender pursuant to Section 2.16(a), 2.16(b), 2.17 or 2.18 or
otherwise as if it were a prepayment; and (3) in the event such Terminated
Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the
time of such assignment, to each matter in respect of which such Terminated
Lender was a Non-Consenting Lender; provided, Company may not make such election
                                    --------
with respect to any Terminated Lender that is also an Issuing Bank unless, prior
to the effectiveness of such election, Company shall have caused each
outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment
of all amounts owing to any Terminated Lender and the termination of such
Terminated Lender's Revolving Commitments, if any, such Terminated Lender shall
no longer constitute a "Lender" for purposes hereof; provided, any rights of
                                                     --------
such Terminated Lender to indemnification hereunder shall survive as to such
Terminated Lender.

     2.22. Issuance of Letters of Credit and Purchase of Participations Therein.

           (a)  Letters of Credit. During the Revolving Commitment Period,
                -----------------
subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters
of Credit for the account of Company in the aggregate amount up to but not
exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit
                                         --------
shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit
shall not be less than $100,000 or such lesser amount as is acceptable to
Issuing Bank; (iii) after giving effect to such issuance, in no event shall the
Total Utilization of Revolving Commitments exceed the Revolving Commitments then
in effect; (iv) after giving effect to such issuance, in no event shall the
Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v)
in no event shall any standby Letter of Credit have an expiration date later
than the earlier of the date that is five Business Days prior to the Revolving
Commitment Termination Date and the date which is one year from the date of
issuance of such standby Letter of Credit (or such longer period as may be
agreed to by the Issuing Bank); and (vi) in no event shall any commercial Letter
of Credit (x) have an expiration date later than the earlier of

                                       52

<PAGE>

(1) the date that is five Business Days prior to the Revolving Loan Commitment
Termination Date and (2) the date which is 180 days from the date of issuance of
such commercial Letter of Credit (or such longer period as may be agreed to by
the Issuing Bank) or (y) be issued if such commercial Letter of Credit is
otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject
to the foregoing, Issuing Bank may agree that a standby Letter of Credit will
automatically be extended for one or more successive periods not to exceed one
year each, unless Issuing Bank elects not to extend for any such additional
period; provided, Issuing Bank shall not extend any such Letter of Credit if it
        --------
has received written notice that an Event of Default has occurred and is
continuing at the time Issuing Bank must elect to allow such extension;
provided, further, in the event a Funding Default exists, Issuing Bank shall not
--------  -------
be required to issue any Letter of Credit unless Issuing Bank has entered into
arrangements satisfactory to it and Company to eliminate Issuing Bank's risk
with respect to the participation in Letters of Credit of the Defaulting Lender,
including by cash collateralizing such Defaulting Lender's Pro Rata Share of the
Letter of Credit Usage.

          (b)   Notice of Issuance. Whenever Company desires the issuance of a
                ------------------
Letter of Credit, it shall deliver to Administrative Agent an Issuance Notice no
later than 12:00 p.m. (New York City time) at least three Business Days (in the
case of standby letters of credit) or five Business Days (in the case of
commercial letters of credit), or in each case such shorter period as may be
agreed to by Issuing Bank in any particular instance, in advance of the proposed
date of issuance. Upon satisfaction or waiver of the conditions set forth in
Section 3.2, Issuing Bank shall issue the requested Letter of Credit only in
accordance with Issuing Bank's standard operating procedures. Upon the issuance
of any Letter of Credit or amendment or modification to a Letter of Credit,
Issuing Bank shall promptly notify each Lender of such issuance, which notice
shall be accompanied by a copy of such Letter of Credit or amendment or
modification to a Letter of Credit and the amount of such Lender's respective
participation in such Letter of Credit pursuant to Section 2.22(e).

          (c)   Responsibility of Issuing Bank With Respect to Requests for
                -----------------------------------------------------------
Drawings and Payments. In determining whether to honor any drawing under any
---------------------
Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible
only to examine the documents delivered under such Letter of Credit with
reasonable care so as to ascertain whether they appear on their face to be in
accordance with the terms and conditions of such Letter of Credit. As between
Company and Issuing Bank, Company assumes all risks of the acts and omissions
of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, Issuing Bank shall not be responsible for: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
any such Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) failure of the beneficiary of
any such Letter of Credit to comply fully with any conditions required in order
to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,

                                       53

<PAGE>

telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) the misapplication by the
beneficiary of any such Letter of Credit of the proceeds of any drawing under
such Letter of Credit; or (viii) any consequences arising from causes beyond the
control of Issuing Bank, including any Governmental Acts; none of the above
shall affect or impair, or prevent the vesting of, any of Issuing Bank's rights
or powers hereunder. Without limiting the foregoing and in furtherance thereof,
any action taken or omitted by Issuing Bank under or in connection with the
Letters of Credit or any documents and certificates delivered thereunder, if
taken or omitted in good faith, shall not give rise to any liability on the part
of Issuing Bank to Company. Notwithstanding anything to the contrary contained
in this Section 2.22(c), Company shall retain any and all rights it may have
against Issuing Bank for any liability to the extent arising out of the gross
negligence or willful misconduct of Issuing Bank.

          (d)   Reimbursement by Company of Amounts Drawn or Paid Under Letters
                ---------------------------------------------------------------
of Credit. In the event Issuing Bank has determined to honor a drawing under a
---------
Letter of Credit, it shall immediately notify Company and Administrative Agent,
and Company shall reimburse Issuing Bank on or before the Business Day
immediately following the date on which such drawing is honored (the
"Reimbursement Date") in an amount in Dollars and in same day funds equal to the
amount of such honored drawing; provided, anything contained herein to the
                                --------
contrary notwithstanding, (i) unless Company shall have notified Administrative
Agent and Issuing Bank prior to 10:00 a.m. (New York City time) on the date such
drawing is honored that Company intends to reimburse Issuing Bank for the amount
of such honored drawing with funds other than the proceeds of Revolving Loans,
Company shall be deemed to have given a timely Funding Notice to Administrative
Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the
Reimbursement Date in an amount in Dollars equal to the amount of such honored
drawing, and (ii) subject to satisfaction or waiver of the conditions specified
in Section 3.2, Lenders shall, on the Reimbursement Date, make Revolving Loans
that are Base Rate Loans in the amount of such honored drawing, the proceeds of
which shall be applied directly by Administrative Agent to reimburse Issuing
Bank for the amount of such honored drawing; and provided further, if for any
                                                 -------- -------
reason proceeds of Revolving Loans are not received by Issuing Bank on the
Reimbursement Date in an amount equal to the amount of such honored drawing,
Company shall reimburse Issuing Bank, on demand, in an amount in same day funds
equal to the excess of the amount of such honored drawing over the aggregate
amount of such Revolving Loans, if any, which are so received. Nothing in this
Section 2.22(d) shall be deemed to relieve any Lender from its obligation to
make Revolving Loans on the terms and conditions set forth herein, and Company
shall retain any and all rights it may have against any Lender resulting from
the failure of such Lender to make such Revolving Loans under this Section
2.22(d).

          (e)   Lenders' Purchase of Participations in Letters of Credit.
                --------------------------------------------------------
Immediately upon the issuance of each Letter of Credit, each Lender having a
Revolving Commitment shall be deemed to have purchased, and hereby agrees to
irrevocably purchase, from Issuing Bank a participation in such Letter of Credit
and any drawings honored thereunder in an amount equal to such Lender's Pro Rata
Share (with respect to the Revolving Commitments) of the maximum

                                       54

<PAGE>

amount which is or at any time may become available to be drawn thereunder. In
the event that Company shall fail for any reason to reimburse Issuing Bank as
provided in Section 2.22(d), Issuing Bank shall promptly notify each Lender of
the unreimbursed amount of such honored drawing and of such Lender's respective
participation therein based on such Lender's Pro Rata Share of the Revolving
Commitments. Each Lender shall make available to Issuing Bank an amount equal to
its respective participation, in Dollars and in same day funds, at the office of
Issuing Bank specified in such notice, not later than 12:00 p.m. (New York City
time) on the first business day (under the laws of the jurisdiction in which
such office of Issuing Bank is located) after the date notified by Issuing Bank.
In the event that any Lender fails to make available to Issuing Bank on such
business day the amount of such Lender's participation in such Letter of Credit
as provided in this Section 2.22(e), Issuing Bank shall be entitled to recover
such amount on demand from such Lender together with interest thereon for three
Business Days at the rate customarily used by Issuing Bank for the correction of
errors among banks and thereafter at the Base Rate. Nothing in this Section
2.22(e) shall be deemed to prejudice the right of any Lender to recover from
Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant
to this Section in the event that it is determined that the payment with respect
to a Letter of Credit in respect of which payment was made by such Lender
constituted gross negligence or willful misconduct on the part of Issuing Bank.
In the event Issuing Bank shall have been reimbursed by other Lenders pursuant
to this Section 2.22(e) for all or any portion of any drawing honored by Issuing
Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender
which has paid all amounts payable by it under this Section 2.22(e) with respect
to such honored drawing such Lender's Pro Rata Share of all payments
subsequently received by Issuing Bank from Company in reimbursement of such
honored drawing when such payments are received. Any such distribution shall be
made to a Lender at its primary address set forth below its name on Appendix B
or at such other address as such Lender may request.

          (f)   Obligations Absolute. The obligation of Company to reimburse
                --------------------
Issuing Bank for drawings honored under the Letters of Credit issued by it and
to repay any Revolving Loans made by Lenders pursuant to Section 2.22(d) and the
obligations of Lenders under Section 2.22(e) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms hereof under
all circumstances including any of the following circumstances: (i) any lack of
validity or enforceability of any Letter of Credit; (ii) the existence of any
claim, set-off, defense or other right which Company or any Lender may have at
any time against a beneficiary or any transferee of any Letter of Credit (or any
Persons for whom any such transferee may be acting), Issuing Bank, Lender or any
other Person or, in the case of a Lender, against Company, whether in connection
herewith, the transactions contemplated herein or any unrelated transaction
(including any underlying transaction between Company or one of its Subsidiaries
and the beneficiary for which any Letter of Credit was procured); (iii) any
draft or other document presented under any Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank
under any Letter of Credit against presentation of a draft or other document
which does not substantially comply with the terms of such Letter of Credit; (v)
any adverse change in the business, operations, properties, assets, condition
(financial or otherwise) or prospects of Company or any of its Subsidiaries;
(vi) any breach hereof or any other Credit Document by any party thereto; (vii)
any other circumstance or happening whatsoever, whether

                                       55

<PAGE>

or not similar to any of the foregoing; or (viii) the fact that an Event of
Default or a Default shall have occurred and be continuing; provided, in each
                                                            --------
case, that payment by Issuing Bank under the applicable Letter of Credit shall
not have constituted gross negligence or willful misconduct of Issuing Bank
under the circumstances in question.

          (g)  Indemnification. Without duplication of any obligation of Company
               ---------------
under Section 10.2 or 10.3, in addition to amounts payable as provided herein,
Company hereby agrees to protect, indemnify, pay and save harmless Issuing Bank
from and against any and all claims, demands, liabilities, damages, losses,
costs, charges and expenses (including reasonable fees, expenses and
disbursements of counsel and allocated costs of internal counsel) which Issuing
Bank may incur or be subject to as a consequence, direct or indirect, of (i) the
issuance of any Letter of Credit by Issuing Bank, other than as a result of (1)
the gross negligence or willful misconduct of Issuing Bank or (2) the wrongful
dishonor by Issuing Bank of a proper demand for payment made under any Letter of
Credit issued by it, or (ii) the failure of Issuing Bank to honor a drawing
under any such Letter of Credit as a result of any Governmental Act.

SECTION 3. CONDITIONS PRECEDENT

     3.1.  Closing Date.

           The obligation of any Lender to make a Credit Extension on the
Closing Date is subject to the satisfaction, or waiver in accordance with
Section 10.5, of the following conditions on or before the Closing Date:

           (a)  Credit Documents. Syndication Agent shall have received
                ----------------
sufficient copies of each Credit Document originally executed and delivered by
each applicable Credit Party for each Lender.

           (b)  Organizational Documents; Incumbency. Syndication Agent shall
                ------------------------------------
have received (i) sufficient copies of each Organizational Document originally
executed and delivered by each Credit Party, as applicable, and, to the extent
applicable, certified as of a recent date by the appropriate governmental
official, for each Lender, each dated the Closing Date or a recent date prior
thereto; (ii) signature and incumbency certificates of the officers of such
Person executing the Credit Documents to which it is a party; (iii) resolutions
of the Board of Directors or similar governing body of each Credit Party
approving and authorizing the execution, delivery and performance of this
Agreement and the other Credit Documents and the Related Agreements to which it
is a party or by which it or its assets may be bound as of the Closing Date,
certified as of the Closing Date by its secretary or an assistant secretary as
being in full force and effect without modification or amendment; (iv) a good
standing certificate from the applicable Governmental Authority of each Credit
Party's jurisdiction of incorporation, organization or formation and in each
jurisdiction in which it is qualified as a foreign corporation or other entity
to do business, each dated a recent date prior to the Closing Date; and (v) such
other documents as Syndication Agent may reasonably request.

                                       56

<PAGE>

          (c)  Organizational and Capital Structure. The organizational
               ------------------------------------
structure and capital structure of Company and its Subsidiaries, both before and
after giving effect to the Acquisition, shall be as set forth on Schedule 4.2.

          (d)  Issuance of Senior Subordinated Notes. On or before the Closing
               -------------------------------------
Date;

            (i)   Company shall have received the gross proceeds from the
issuance of the Senior Subordinated Notes in an aggregate amount in cash of not
less than $150,000,000;

            (ii)  Company shall have delivered to Agents complete, correct and
conformed copies of the Senior Subordinated Note Documents which shall include
terms reasonable and customary for loans and securities of such type, as
mutually agreed upon between Sponsor and the Agents; and

            (iii) Company shall have provided evidence satisfactory to Agents
that the proceeds of Senior Subordinated Notes have been irrevocably committed,
prior to the application of the proceeds of the Term Loans to be made on the
Closing Date, to the payment of the Acquisition Financing Requirements.

          (e)  Equity Financing. On or before the Closing Date, Company shall
               ----------------
have provided evidence satisfactory to Agents that the proceeds of the Equity
Financing have been irrevocably committed, prior to the application of the
proceeds of the Term Loans to be made on the Closing Date, to the payment of the
Acquisition Financing Requirements.

          (f)  Related Agreements. Syndication Agent shall each have received a
               ------------------
fully executed or conformed copy of each Related Agreement and any documents
executed in connection therewith, together with copies of any opinions of
counsel delivered to the parties under the Related Agreements, accompanied by a
letter from each such counsel (to the extent not inconsistent with such
counsel's established internal policies) authorizing Lenders to rely upon such
opinion to the same extent as though it were addressed to Lenders. Each Related
Agreement shall be in full force and effect and no provision thereof shall have
been modified or waived in any respect determined by Syndication Agent to be
material, in each case without the consent of Syndication Agent.

          (g)  Consummation of Acquisition. With respect to the consummation of
               ---------------------------
the Acquisition, (i) all conditions to the Acquisition set forth in Article VIII
of the Purchase Agreement and related documents shall have been satisfied or the
fulfillment of any such conditions shall have been waived with the consent of
Agents; (ii) the Acquisition shall have become effective in accordance with the
terms of the Purchase Agreement and related documents; and (iii) the aggregate
cash consideration paid on the Closing Date to Sellers in connection with the
Acquisition shall not exceed $360,000,000.

          (h)  Existing Guaranty Obligations. Except as set forth on Schedule
               -----------------------------
6.1, on the Closing Date Company and its Subsidiaries shall have (i)
extinguished all guaranty obligations of Company and its Subsidiaries, and (ii)
made arrangements satisfactory to Syndication Agent and Administrative Agent
with respect to the cancellation of any letters of

                                       57

<PAGE>

credit outstanding to support the obligations of Company and its Subsidiaries
with respect thereto.

          (i)  Transaction Costs. On or prior to the Closing Date, Company shall
               -----------------
have delivered to Administrative Agent Company's reasonable best estimate of the
Transactions Costs (other than fees payable to any Agent).

          (j)  Governmental Authorizations and Consents. Each Credit Party shall
               ----------------------------------------
have obtained all Governmental Authorizations and all consents of other Persons,
in each case that are necessary or advisable in connection with the transactions
contemplated by the Credit Documents and each of the foregoing shall be in full
force and effect and in form and substance reasonably satisfactory to
Syndication Agent and Administrative Agent. In addition to the foregoing, the
representations and warranties set forth in Section 4.3, 5.7 and 6.3 of the
Purchase Agreement shall be true and correct in all material respects as of the
Closing Date, or with the prior approval of the Syndication Agent and
Administrative agent, waived.

          (k)  Real Estate Assets. In order to create in favor of Collateral
               ------------------
Agent, for the benefit of Secured Parties, a valid and, subject to any filing
and/or recording referred to herein, perfected First Priority security interest
in certain Real Estate Assets, Collateral Agent shall have received from Company
and each applicable Guarantor:

               (i)   fully executed and notarized Mortgages, in proper form for
recording in all appropriate places in all applicable jurisdictions, encumbering
each Real Estate Asset listed in Schedule 3.1(k) (each, a "Closing Date
Mortgaged Property");

               (ii)  an opinion of counsel (which counsel shall be reasonably
satisfactory to Collateral Agent) in each state in which a Closing Date
Mortgaged Property is located with respect to the enforceability of the form(s)
of Mortgages to be recorded in such state and such other matters as Collateral
Agent may reasonably request, in each case in form and substance reasonably
satisfactory to Collateral Agent;

               (iii) in the case of each Leasehold Property that is a Closing
Date Mortgaged Property, if any, (1) a Landlord Consent and Estoppel and (2)
evidence that such Leasehold Property is a Recorded Leasehold Interest;

               (iv)  (a) ALTA mortgagee title insurance policies or
unconditional commitments therefor issued by one or more title companies
reasonably satisfactory to Collateral Agent with respect to each Closing Date
Mortgaged Property (each, a "Title Policy"), in amounts not less than the fair
market value of each Closing Date Mortgaged Property, together with a title
report issued by a title company with respect thereto, dated not more than
thirty (30) days prior to the Closing Date and copies of all recorded documents
listed as exceptions to title or otherwise referred to therein, each in form and
substance reasonably satisfactory to Collateral Agent and (B) evidence
satisfactory to Collateral Agent that such Credit Party has paid to the title
company or to the appropriate governmental authorities all expenses and premiums
of the title company and all other sums required in connection with the issuance
of each Title Policy

                                       58

<PAGE>

and all recording and stamp taxes (including mortgage recording and intangible
taxes) payable in connection with recording the Mortgages for each Closing Date
Mortgaged Property in the appropriate real estate records;

               (v)   evidence of flood insurance with respect to each Flood
Hazard Property that is located in a community that participates in the National
Flood Insurance Program, in each case in compliance with any applicable
regulations of the Board of Governors of the Federal Reserve System, in form and
substance reasonably satisfactory to Collateral Agent; and

               (vi)  if available, ALTA surveys of all Closing Date Mortgaged
Properties which are not Leasehold Properties, certified to Collateral Agent.

          (l)  Personal Property Collateral. In order to create in favor of
               ----------------------------
Collateral Agent, for the benefit of Secured Parties, a valid, perfected First
Priority security interest in the personal property Collateral, Collateral Agent
shall have received (except as otherwise contemplated by Section 5.14(b)):

               (i)   evidence satisfactory to the Collateral Agent of the
compliance by each Credit Party of their obligations under the Pledge and
Security Agreement and the other Collateral Documents (including, without
limitation, their obligations to execute and deliver UCC financing statements,
originals of securities, instruments and chattel paper and any agreements
governing deposit and/or securities accounts as provided therein);

               (ii)  A completed Collateral Questionnaire dated the Closing Date
and executed by an Authorized Officer of each Credit Party, together with all
attachments contemplated thereby, including (A) the results of a recent search,
by a Person satisfactory to Collateral Agent, of all effective UCC financing
statements (or equivalent filings) made with respect to any personal or mixed
property of any Credit Party in the jurisdictions specified in the UCC
Collateral Questionnaire, together with copies of all such filings disclosed by
such search, and (B) UCC termination statements (or similar documents) duly
executed by all applicable Persons for filing in all applicable jurisdictions as
may be necessary to terminate any effective UCC financing statements (or
equivalent filings) disclosed in such search (other than any such financing
statements in respect of Permitted Liens);

               (iii) opinions of counsel (which counsel shall be reasonably
satisfactory to Collateral Agent) with respect to the creation and perfection of
the security interests in favor of Collateral Agent in such Collateral and such
other matters governed by the laws of each jurisdiction in which any Credit
Party or any personal property Collateral is located as Collateral Agent may
reasonably request, in each case in form and substance reasonably satisfactory
to Collateral Agent; and

               (iv)  evidence that each Credit Party shall have taken or caused
to be taken any other action, executed and delivered or caused to be executed
and delivered any other agreement, document and instrument (including without
limitation a Landlord Personal Property

                                       59

<PAGE>

Collateral Access Agreement (to the extent available on the Closing Date)
executed by the landlord of any Leasehold Property and by the applicable Credit
Party) and made or caused to be made any other filing and recording (other than
as set forth herein) reasonably required by Collateral Agent.

          (m)  Environmental Reports. Syndication Agent shall have received
               ---------------------
reports and other information, in form, scope and substance satisfactory to
Syndication Agent, regarding environmental matters relating to the Facilities.

          (n)  Financial Statements; Projections. Lenders shall have received
               ---------------------------------
from Company (i) the Historical Financial Statements, (ii) pro forma
consolidated and consolidating (with respect to sales and EBITDA) balance sheets
of Company and its Subsidiaries as at the Closing Date, and reflecting the
consummation of the Acquisition, the related financings and the other
transactions contemplated by the Credit Documents to occur on or prior to the
Closing Date, which pro forma financial statements shall be in form and
substance satisfactory to Syndication Agent and shall demonstrate pro forma
Consolidated Adjusted EBITDA of Company and its Subsidiaries for the
twelve-month period ending September 30, 2001 of not less than $73,000,000, and
(iii) the Projections.

          (o)  Evidence of Insurance. Syndication Agent and Collateral Agent
               ---------------------
shall have received a certificate from Company's insurance broker or other
evidence satisfactory to it that all insurance required to be maintained
pursuant to Section 5.5 is in full force and effect and that Collateral Agent,
for the benefit of Lenders has been named as additional insured and loss payee
thereunder to the extent required under Section 5.5.

          (p)  Opinions of Counsel to Credit Parties. Lenders and their
               -------------------------------------
respective counsel shall have received originally executed copies of the
favorable written opinions of Fried Frank Harris Shriver & Jacobson, counsel for
Credit Parties, in the form of Exhibit D and as to such other matters as
Administrative Agent or Syndication Agent may reasonably request, dated as of
the Closing Date and otherwise in form and substance reasonably satisfactory to
Administrative Agent and Syndication Agent (and each Credit Party hereby
instructs such counsel to deliver such opinions to Agents and Lenders).

          (q)  Opinions of Counsel to Syndication Agent. Lenders shall have
               ----------------------------------------
received originally executed copies of one or more favorable written opinions of
Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Syndication Agent, dated as
of the Closing Date, in form and substance reasonably satisfactory to
Syndication Agent and Administrative Agent.

          (r)  Fees. Company shall have paid to Syndication Agent,
               ----
Administrative Agent and Documentation Agent, the fees payable on the Closing
Date referred to in Section 2.9(d).

          (s)  Solvency Appraisal. On the Closing Date, Syndication Agent shall
               ------------------
have received an opinion from an independent valuation consultant satisfactory
to Syndication Agent, dated the Closing Date and addressed to Syndication Agent,
Administrative Agent and Lenders,

                                       60

<PAGE>

and in form, scope and substance satisfactory to Syndication Agent with
appropriate attachments and demonstrating that after giving effect to the
consummation of the Acquisition, Company and its Subsidiaries are and will be
Solvent.

              (t)   Closing Date Certificate. Company shall have delivered to
                    ------------------------
Syndication Agent and Administrative Agent an originally executed Closing Date
Certificate, together with all attachments thereto.

              (u)   Closing Date. Lenders shall have made the Term Loans to
                    ------------
Company on or before January 31, 2002.


              (v)   No Litigation. The representations and warranties set forth
                    -------------
in Sections 5.6 and 6.5 of the Purchase Agreement shall be true and correct as
of the Closing Date, or with the prior approval of the Syndication Agent and
Administrative Agent, waived.

              (w)   Completion of Proceedings. All corporate and other
                    -------------------------
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent or Syndication Agent and its counsel shall be
satisfactory in form and substance to Administrative Agent and Syndication Agent
and such counsel, and Administrative Agent, Syndication Agent and such counsel
shall have received all such counterpart originals or certified copies of such
documents as Administrative Agent or Syndication Agent may reasonably request.

Each Lender, by delivering its signature page to this Agreement and funding a
Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and
consented to and approved, each Credit Document and each other document required
to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the
Closing Date.

     3.2.     Conditions to Each Credit Extension.

              Conditions Precedent. The obligation of each Lender to make any
              --------------------
Loan or Issuing Bank to issue any Letter Credit, on any Credit Date, including
the Closing Date, is subject to the satisfaction, or waiver in accordance with
Section 10.5, of the following conditions precedent:

                 (i)   Administrative Agent shall have received a fully
executed and delivered Funding Notice or Issuance Notice, as the case may be;

                 (ii)  after making the Credit Extensions requested on such
Credit Date, the Total Utilization of Revolving Commitments shall not exceed the
Revolving Commitments then in effect;

                 (iii) as of such Credit Date, the representations and
warranties contained herein and in the other Credit Documents shall be true and
correct in all material respects on and as of that Credit Date to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case

                                       61

<PAGE>

such representations and warranties shall have been true and correct in all
material respects on and as of such earlier date;

              (iv)  as of such Credit Date, no event shall have occurred and be
continuing or would result from the consummation of the applicable Credit
Extension that would constitute an Event of Default or a Default; and

              (v)   on or before the date of issuance of any Letter of Credit,
Administrative Agent shall have received all other information required by the
applicable Issuance Notice, and such other documents or information as Issuing
Bank may reasonably require in connection with the issuance of such Letter of
Credit.

        (b)  Notices. Any Notice shall be executed by an Authorized Officer in a
             -------
writing delivered to Administrative Agent. In lieu of delivering a Notice,
Company may give Administrative Agent telephonic notice by the required time of
any proposed borrowing, conversion/continuation or issuance of a Letter of
Credit, as the case may be; provided each such notice shall be promptly
confirmed in writing by delivery of the applicable Notice to Administrative
Agent on or before the applicable date of borrowing, continuation/conversion or
issuance. Neither Administrative Agent nor any Lender shall incur any liability
to Company in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized on behalf of Company or for
otherwise acting in good faith.

SECTION 4. REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders and Issuing Bank to enter into this Agreement
and to make each Credit Extension to be made thereby, each Credit Party
represents and warrants to each Lender and Issuing Bank, on the Closing Date and
on each Credit Date, that the following statements are true and correct (it
being understood and agreed that the representations and warranties made on the
Closing Date are deemed to be made concurrently with the consummation of the
transactions contemplated by the Related Agreements):

     4.1. Organization; Requisite Power and Authority; Qualification. Each of
Company and its Subsidiaries (a) is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization as identified in
Schedule 4.1, (b) has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as proposed to be
conducted, to enter into the Credit Documents to which it is a party and to
carry out the transactions contemplated thereby, and (c) is qualified to do
business and in good standing in every jurisdiction where its assets are located
and wherever necessary to carry out its business and operations, except in
jurisdictions where the failure to be so qualified or in good standing has not
had, and could not be reasonably expected to have, a Material Adverse Effect.

                                       62

<PAGE>

     4.2. Capital Stock and Ownership. The Capital Stock of each of Company and
its Subsidiaries has been duly authorized and validly issued and is fully paid
and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof,
there is no existing option, warrant, call, right, commitment or other agreement
to which Company or any of its Subsidiaries is a party requiring, and there is
no membership interest or other Capital Stock of Company or any of its
Subsidiaries outstanding which upon conversion or exchange would require, the
issuance by Company or any of its Subsidiaries of any additional membership
interests or other Capital Stock of Company or any of its Subsidiaries or other
Securities convertible into, exchangeable for or evidencing the right to
subscribe for or purchase, a membership interest or other Capital Stock of
Company or any of its Subsidiaries. Schedule 4.2 correctly sets forth the
ownership interest of Company and each of its Subsidiaries in their respective
Subsidiaries as of the Closing Date both before and after giving effect to the
Acquisition.

     4.3. Due Authorization. The execution, delivery and performance of the
Credit Documents have been duly authorized by all necessary action on the part
of each Credit Party that is a party thereto.

     4.4. No Conflict. The execution, delivery and performance by Credit Parties
of the Credit Documents to which they are parties and the consummation of the
transactions contemplated by the Credit Documents do not and will not (a)
violate any provision of any law or any governmental rule or regulation
applicable to Company or any of its Subsidiaries, any of the Organizational
Documents of Company or any of its Subsidiaries, or any order, judgment or
decree of any court or other agency of government binding on Company or any of
its Subsidiaries except to the extent such violation could not be reasonably
expected to have a Material Adverse Effect; (b) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation of Company or any of its Subsidiaries except to
the extent such conflict, breach or default could not reasonably be expected to
have a Material Adverse Effect; (c) result in or require the creation or
imposition of any Lien upon any of the properties or assets of Company or any of
its Subsidiaries (other than any Liens created under any of the Credit Documents
in favor of Collateral Agent, on behalf of Secured Parties); or (d) require any
approval of stockholders, members or partners or any approval or consent of any
Person under any Contractual Obligation of Company or any of its Subsidiaries,
except for such approvals or consents which will be obtained on or before the
Closing Date and disclosed in writing to Lenders and except for any such
approvals or consents the failure of which to obtain will not have a Material
Adverse Effect.

                                       63

<PAGE>

     4.5. Governmental Consents. The execution, delivery and performance by
Credit Parties of the Credit Documents to which they are parties and the
consummation of the transactions contemplated by the Credit Documents do not and
will not require any registration with, consent or approval of, or notice to, or
other action to, with or by, any Governmental Authority except as otherwise set
forth in the Purchase Agreement, and except for filings and recordings with
respect to the Collateral to be made, or otherwise delivered to Collateral Agent
for filing and/or recordation, as of the Closing Date.

     4.6. Binding Obligation. Each Credit Document has been duly executed and
delivered by each Credit Party that is a party thereto and is the legally valid
and binding obligation of such Credit Party, enforceable against such Credit
Party in accordance with its respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles relating to
enforceability.

     4.7. Historical Financial Statements. The Historical Financial Statements
were prepared in conformity with GAAP and fairly present, in all material
respects, the financial position, on a consolidated basis, of the Persons
described in such financial statements as at the respective dates thereof and
the results of operations and cash flows, on a consolidated basis, of the
entities described therein for each of the periods then ended, subject, in the
case of any such unaudited financial statements, to changes resulting from audit
and normal year-end adjustments. As of the Closing Date, neither Company nor any
of its Subsidiaries has any contingent liability or liability for taxes,
long-term lease or unusual forward or long-term commitment that is not reflected
in the Historical Financial Statements or the notes thereto and which in any
such case is material in relation to the business, operations, properties,
assets, condition (financial or otherwise) or prospects of Company and any of
its Subsidiaries taken as a whole.

     4.8. Projections. On and as of the Closing Date, the Projections of Company
and its Subsidiaries for the Fiscal Year ending September 30, 2002 through and
including the Fiscal Year ending September 30, 2006 (with a quarterly break-down
for Fiscal Years 2002 and 2003, (collectively, the "Projections") are based on
good faith estimates and assumptions made by the management of Company;
provided, the Projections are not to be viewed as facts and that actual results
--------
during the period or periods covered by the Projections may differ from such
Projections and that the differences may be material; provided further, as of
                                                      -------- -------
the Closing Date, management of Company believed that the Projections were
reasonable and attainable.

     4.9. No Material Adverse Change. Since September 30, 2001, no event or
change has occurred that has caused or evidences, either in any case or in the
aggregate, a Material Adverse Effect.

                                       64

<PAGE>

     4.10. Compliance with Statutes, etc. Each of Company and its Subsidiaries
is in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all Governmental Authorities, in respect
of the conduct of its business and the ownership of its property (including
compliance with all applicable Environmental Laws with respect to any Real
Estate Asset or governing its business and the requirements of any permits
issued under such Environmental Laws with respect to any such Real Estate Asset
or the operations of Company or any of its Subsidiaries), except such
non-compliance that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

     4.11. Adverse Proceedings, etc. Except as set forth on Schedule 4.11, there
are no Adverse Proceedings, individually or in the aggregate, that could
reasonably be expected to have a Material Adverse Effect. Neither Company nor
any of its Subsidiaries (a) is in violation of any applicable laws (including
Environmental Laws) that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, or (b) is subject to or in default
with respect to any final judgments, writs, injunctions, decrees, rules or
regulations of any court or any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, that, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.

     4.12. Payment of Taxes. Except as otherwise permitted under Section 5.3,
all material tax returns and reports of Company and its Subsidiaries required to
be filed by any of them have been timely filed, and all taxes shown on such tax
returns to be due and payable and all assessments, fees and other governmental
charges upon Company and its Subsidiaries and upon their respective properties,
assets, income, businesses and franchises which are due and payable have been
paid when due and payable. Company knows of no proposed tax assessment against
Company or any of its Subsidiaries which is not being actively contested by
Company or such Subsidiary in good faith and by appropriate proceedings;
provided, such reserves or other appropriate provisions, if any, as shall be
--------
required in conformity with GAAP shall have been made or provided therefor.

     4.13. Properties.

           (a)   Title. Each of Company and its Subsidiaries has (i) good,
                 -----
sufficient and legal title to (in the case of fee interests in real property),
(ii) valid leasehold interests in (in the case of leasehold interests in real or
personal property), and (iii) good title to (in the case of all other personal
property), all of their respective properties and assets reflected in their
respective Historical Financial Statements referred to in Section 4.5 and in the
most recent financial statements delivered pursuant to Section 5.1, in each case
except for assets disposed of since the date of such financial statements in the
ordinary course of business or as otherwise permitted under Section 6.9. Except
as permitted by Section 6.2 of this Agreement, all such properties and assets
are free and clear of Liens.

           (b)   Real Estate. As of the Closing Date, Schedule 4.13 contains a
                 -----------
true, accurate and complete list of (i) all Real Estate Assets, and (ii) all
leases, subleases or assignments of leases (together with all amendments,
modifications, supplements, renewals or extensions of any thereof) affecting
each Real Estate Asset of any Credit Party, regardless of

                                       65

<PAGE>


whether such Credit Party is the landlord or tenant (whether directly or as an
assignee or successor in interest) under such lease, sublease or assignment.
Each written agreement listed in clause (ii) of the immediately preceding
sentence is in full force and effect and Company does not have knowledge of any
default that has occurred and is continuing thereunder that could reasonably be
expected to have a Material Adverse Effect, and each such agreement constitutes
the legally valid and binding obligation of each applicable Credit Party,
enforceable against such Credit Party in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles.

     4.14.   Environmental Matters. Neither Company nor any of its Subsidiaries
nor any of their respective Facilities or operations are subject to any
outstanding written order, consent decree or settlement agreement with any
Person relating to any Environmental Law, any Environmental Claim, or any
Hazardous Materials Activity that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect. To each of Company's
and its Subsidiaries' knowledge, there are and have been, no conditions,
occurrences, or Hazardous Materials Activities which could reasonably be
expected to form the basis of an Environmental Claim against Company or any of
its Subsidiaries that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. Neither Company nor any of its
Subsidiaries nor, to any Credit Party's knowledge, any predecessor of Company or
any of its Subsidiaries has filed any notice under any Environmental Law
indicating past or present treatment of Hazardous Materials at any Facility.
Compliance with all current or reasonably foreseeable future requirements
pursuant to or under Environmental Laws could not be reasonably expected to
have, individually or in the aggregate, a Material Adverse Effect. No event or
condition has occurred or is occurring with respect to Company or any of its
Subsidiaries relating to any Environmental Law, any Release of Hazardous
Materials, or any Hazardous Materials Activity which individually or in the
aggregate has had, or could reasonably be expected to have, a Material Adverse
Effect.

     4.15.   No Defaults. Neither Company nor any of its Subsidiaries is in
default in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any of its Contractual Obligations, and no
condition exists which, with the giving of notice or the lapse of time or both,
could constitute such a default, except where the consequences, direct or
indirect, of such default or defaults, if any, could not reasonably be expected
to have a Material Adverse Effect.

     4.16.   Material Contracts. Schedule 4.16 contains a true, correct and
complete list of all the Material Contracts in effect on the Closing Date, and
except as described thereon, all such Material Contracts are in full force and
effect and, as of the Closing Date, no material defaults exist thereunder.

     4.17.   Governmental Regulation. Neither Company nor any of its
Subsidiaries is subject to regulation under the Public Utility Holding Company
Act of 1935, the Federal Power Act or the Investment Company Act of 1940 or
under any other federal or state statute or regulation which may limit its
ability to incur Indebtedness or which may otherwise render all or

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any portion of the Obligations unenforceable. Neither Company nor any of its
Subsidiaries is a "registered investment company" or a company "controlled" by a
"registered investment company" or a "principal underwriter" of a "registered
investment company" as such terms are defined in the Investment Company Act of
1940.

     4.18.   Margin Stock. Neither Company nor any of its Subsidiaries is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any Margin Stock. No
part of the proceeds of the Loans made to such Credit Party will be used to
purchase or carry any such margin stock or to extend credit to others for the
purpose of purchasing or carrying any such margin stock or for any purpose that
violates, or is inconsistent with, the provisions of Regulation T, U or X of the
Board of Governors of the Federal Reserve System.

     4.19.   Employee Matters. Neither Company nor any of its Subsidiaries is
engaged in any unfair labor practice that could reasonably be expected to have a
Material Adverse Effect. There is (a) no unfair labor practice complaint pending
against Company or any of its Subsidiaries, or to the best knowledge of Company,
threatened against any of them before the National Labor Relations Board and no
grievance or arbitration proceeding arising out of or under any collective
bargaining agreement that is so pending against Company or any of its
Subsidiaries or to the best knowledge of Company, threatened against any of
them, (b) no strike or work stoppage in existence or threatened involving
Company or any of its Subsidiaries, and (c) to the best knowledge of Company, no
union representation question existing with respect to the employees of Company
or any of its Subsidiaries and, to the best knowledge of Company, no union
organization activity that is taking place, except (with respect to any matter
specified in clause (a), (b) or (c) above, either individually or in the
aggregate) such as is not reasonably likely to have a Material Adverse Effect.

     4.20.   Employee Benefit Plans. Except as would not reasonably be expected
to have a Material Adverse Effect, Company, each of its Subsidiaries and each of
their respective ERISA Affiliates are in compliance with all applicable
provisions and requirements of ERISA and the Internal Revenue Code and the
regulations and published interpretations thereunder with respect to each
Employee Benefit Plan, and have performed all their obligations under each
Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify
under Section 401(a) of the Internal Revenue Code has received a favorable
determination letter from the Internal Revenue Service indicating that such
Employee Benefit Plan is so qualified and to Company's knowledge, nothing has
occurred subsequent to the issuance of such determination letter which would
cause such Employee Benefit Plan to lose its qualified status. No liability to
the PBGC (other than required premium payments), has been or is reasonably
expected to be incurred by Company, any of its Subsidiaries or any of their
ERISA Affiliates. No ERISA Event that would reasonably be expected to have a
Material Adverse Effect has occurred or is reasonably expected to occur. Except
to the extent required under Section 4980B of the Internal Revenue Code or
similar state laws, no Employee Benefit Plan provides health or welfare benefits
(through the purchase of insurance or otherwise) for any retired or former
employee of Company, any of its Subsidiaries or any of their respective ERISA
Affiliates. The present value of the aggregate benefit liabilities under each
Pension Plan sponsored, maintained or contributed to by Company,

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any of its Subsidiaries or any of their ERISA Affiliates, (determined as of the
end of the most recent plan year on the basis of the actuarial assumptions
specified for funding purposes in the most recent actuarial valuation for such
Pension Plan), did not exceed the aggregate current value of the assets of such
Pension Plan. To Company's knowledge, as of the most recent valuation date for
each Multiemployer Plan for which an actuarial report is available, the
potential liability of Company, its Subsidiaries and their respective ERISA
Affiliates for a complete withdrawal from such Multiemployer Plan (within the
meaning of Section 4203 of ERISA), when aggregated with such potential liability
for a complete withdrawal from all Multiemployer Plans, based on information
available pursuant to Section 4221(e) of ERISA, does not exceed $5,000,000.
Company, each of its Subsidiaries and each of their ERISA Affiliates have
complied in all material respects with the requirements of Section 515 of ERISA
with respect to each Multiemployer Plan and are not in material "default" (as
defined in Section 4219(c)(5) of ERISA) with respect to payments to a
Multiemployer Plan.

     4.21.   Certain Fees. Except as (i) described in Schedule 4.21 and (ii)
previously described to the Syndication Agent, no broker's or finder's fee or
commission will be payable with respect hereto or any of the transactions
contemplated hereby.

     4.22.   Solvency. Each Credit Party is and, upon the incurrence of any
Obligation by such Credit Party on any date on which this representation and
warranty is made, will be, Solvent.

     4.23.   Related Agreements.

             (a)    Delivery. Company has delivered to Syndication Agent and
                    --------
Administrative Agent complete and correct copies of (i) each Related Agreement
and of all exhibits and schedules thereto as of the date hereof and (ii) copies
of any material amendment, restatement, supplement or other modification to or
waiver of each Related Agreement entered into after the date hereof.

             (b)    Representations and Warranties. Except to the extent
                    ------------------------------
otherwise expressly set forth herein or in the schedules hereto, and subject to
the qualifications set forth therein, each of the representations and warranties
given by any Credit Party in any Related Agreement is true and correct in all
material respects as of the Closing Date (or as of any earlier date to which
such representation and warranty specifically relates). Notwithstanding anything
in the Related Agreement to the contrary, the representations and warranties of
each Credit Party set forth in this Section 4.23 shall, solely for purposes
hereof, survive the Closing Date for the benefit of Lenders.

             (c)    Governmental Approvals. All material Governmental
                    ----------------------
Authorizations and all other authorizations, approvals and consents of any other
Person required by the Related Agreements or to consummate the Acquisition have
been obtained and are in full force and effect.

             (d)    Conditions Precedent. On the Closing Date, (i) all of the
                    --------------------
conditions to effecting or consummating the Acquisition set forth in the Related
Agreements have been duly

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satisfied or, with the consent of Syndication Agent, waived, and (ii) the
Acquisition has been consummated in accordance with the Related Agreements and
all applicable material laws.

     4.24.   Disclosure. No representation or warranty of any Credit Party
contained in any Credit Document or in any other documents, certificates or
written statements furnished to Lenders by or on behalf of Company or any of its
Subsidiaries for use in connection with the transactions contemplated hereby
contains any untrue statement of a material fact or omits to state a material
fact (known to Company, in the case of any document not furnished by either of
them) necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances in which the same were made. Any
projections and pro forma financial information contained in such materials are
based upon good faith estimates and assumptions believed by Company to be
reasonable at the time made, it being recognized by Lenders that such
projections as to future events are not to be viewed as facts and that actual
results during the period or periods covered by any such projections may differ
from the projected results. There are no facts known (or which should upon the
reasonable exercise of diligence be known) to Company (other than matters of a
general economic nature) that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect and that have not
been disclosed herein or in such other documents, certificates and statements
furnished to Lenders for use in connection with the transactions contemplated
hereby.

SECTION 5.   AFFIRMATIVE COVENANTS

     Each Credit Party covenants and agrees that so long as any Commitment is in
effect and until payment in full of all Obligations and cancellation or
expiration of all Letters of Credit, each Credit Party shall perform, and shall
cause each of its Subsidiaries to perform, all covenants in this Section 5.

     5.1.    Financial Statements and Other Reports.

             Company will deliver to Syndication Agent, Administrative Agent and
Lenders:

             (a)    Monthly Reports. As soon as available, and in any event
                    ---------------
within thirty (30) days after the end of each month ending after the Closing
Date, an unaudited consolidated balance sheets of Company and its Subsidiaries
as at the end of such month together with unaudited consolidated statements of
income and cash flows (such cash flows to demonstrate Consolidated Adjusted
EBITDA, less, (i) Taxes paid in Cash, (ii) interest and (iii) Consolidated
        ----
Capital Expenditures, and (iv) plus or minus, changes in working capital) for
                               -------------
such month and a Financial Officer Certification;

             (b)    Quarterly Financial Statements. As soon as available, and in
                    ------------------------------
any event within forty-five (45) days after the end of each of the first three
Fiscal Quarters of each Fiscal Year, the consolidated and consolidating balance
sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and
the related consolidated and with respect to sales and EBITDA, consolidating
statements of income, stockholders' equity and cash flows of Company and its
Subsidiaries for such Fiscal Quarter and for the period from the beginning of
the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in
each case in comparative

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<PAGE>


form the corresponding figures for the corresponding periods of the previous
Fiscal Year and the corresponding figures from the Financial Plan for the
current Fiscal Year, all in reasonable detail, together with a (i) Financial
Officer Certification and a Narrative Report with respect thereto; and (ii) a
back-log summary setting forth the items on Schedule 5.1(a) and prepared
consistently to such analyses previously delivered to the Syndication Agent;

             (c)    Annual Financial Statements. As soon as available, and in
                    ---------------------------
any event within ninety (90) day after the end of each Fiscal Year, (i) the
consolidated and consolidating balance sheets of Company and its Subsidiaries as
at the end of such Fiscal Year and the related consolidated and, with respect to
sales and EBITDA, consolidating statements of income, stockholders' equity and
cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth
in each case in comparative form the corresponding figures for the previous
Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal
Year covered by such financial statements, in reasonable detail, together with a
Financial Officer Certification and a Narrative Report with respect thereto; and
(ii) with respect such consolidated financial statements a report thereon of
Ernst & Young, LLP or other independent certified public accountants of
recognized national standing selected by Company, and reasonably satisfactory to
Administrative Agent (which report shall be unqualified as to going concern and
scope of audit, and shall state that such consolidated financial statements
fairly present, in all material respects, the consolidated financial position of
Company and its Subsidiaries as at the dates indicated and the results of their
operations and their cash flows for the periods indicated in conformity with
GAAP applied on a basis consistent with prior years (except as otherwise
disclosed in such financial statements) and that the examination by such
accountants in connection with such consolidated financial statements has been
made in accordance with generally accepted auditing standards) together with a
written statement by such independent certified public accountants stating (1)
that their audit examination has included a review of the terms of the Credit
Documents, (2) whether, in connection therewith, any condition or event that
constitutes a Default or an Event of Default has come to their attention and, if
such a condition or event has come to their attention, specifying the nature and
period of existence thereof, and (3) that nothing has come to their attention
that causes them to believe that the information contained in any Compliance
Certificate is not correct or that the matters set forth in such Compliance
Certificate are not stated in accordance with the terms hereof;

             (d)    Compliance Certificate. Together with each delivery of
                    ----------------------
financial statements of Company and its Subsidiaries pursuant to Sections 5.1(b)
and 5.1(c), a duly executed and completed Compliance Certificate;

             (e)    Statements of Reconciliation after Change in Accounting
                    -------------------------------------------------------
Principles. If, as a result of any change in accounting principles and policies
----------
from those used in the preparation of the Historical Financial Statements, the
consolidated financial statements of Company and its Subsidiaries delivered
pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from
the consolidated financial statements that would have been delivered pursuant to
such subdivisions had no such change in accounting principles and policies been
made, then, together with the first delivery of such financial statements after
such change, one or more a statements of

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<PAGE>


reconciliation for all such prior financial statements in form and substance
reasonably satisfactory to Administrative Agent;

             (f)    Notice of Default. Promptly upon any officer of Company
                    -----------------
obtaining knowledge (i) of any condition or event that constitutes a Default or
an Event of Default or that notice has been given to Company with respect
thereto; (ii) that any Person has given any notice to Company or any of its
Subsidiaries or taken any other action with respect to any event or condition
set forth in Section 8.1(b); or (iii) of the occurrence of any event or change
that has caused or evidences, either in any case or in the aggregate, a Material
Adverse Effect, a certificate of its Authorized Officers specifying the nature
and period of existence of such condition, event or change, or specifying the
notice given and action taken by any such Person and the nature of such claimed
Event of Default, Default, default, event or condition, and what action Company
has taken, is taking and proposes to take with respect thereto;

             (g)    Notice of Litigation. Promptly upon any officer of Company
                    --------------------
or any of its Subsidiaries obtaining knowledge of (i) the institution of, or
non-frivolous threat of, any Adverse Proceeding not previously disclosed in
writing by Company to Lenders, or (ii) any material development in any Adverse
Proceeding that, in the case of either (i) or (ii) if adversely determined,
could be reasonably expected to have a Material Adverse Effect, or seeks to
enjoin or otherwise prevent the consummation of, or to recover any damages or
obtain relief as a result of, the transactions contemplated hereby, written
notice thereof together with such other information as may be reasonably
available to Company or any of its Subsidiaries (without waiver of
attorney-client or similar privilege) to enable Lenders and their counsel to
evaluate such matters;

             (h)    ERISA. (i) Promptly and in any event within five (5) days
                    -----
after the Company, any of its Subsidiaries or any of their respective ERISA
Affiliates becomes aware of the occurrence of any ERISA Event, a written notice
specifying the nature thereof, what action Company, any of its Subsidiaries or
any of their respective ERISA Affiliates has taken, is taking or proposes to
take with respect thereto and, when known, any action taken or threatened by the
Internal Revenue Service, the Department of Labor or the PBGC with respect
thereto; and (ii) with reasonable promptness, (1) following a request by the
Administrative Agent, copies of each Schedule B (Actuarial Information) to the
latest annual report (Form 5500 Series) filed by Company, any of its
Subsidiaries or any of their respective ERISA Affiliates with the Internal
Revenue Service with respect to each Pension Plan; (2) copies of all notices
received by Company, any of its Subsidiaries or any of their respective ERISA
Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3)
copies of such other documents or governmental reports or filings relating to
any Employee Benefit Plan as Administrative Agent shall reasonably request;

             (i)    Financial Plan. As soon as practicable and in any event no
                    --------------
later than thirty (30) days prior to the beginning of each Fiscal Year
(commencing in August 2002, with respect to the Fiscal Year ending September 30,
2003), a consolidated plan and financial forecast for such Fiscal Year and the
next three succeeding Fiscal Years (a "Financial Plan"), including a forecasted
consolidated balance sheet and forecasted consolidated statements of income and
cash

                                       71

<PAGE>


flows of Company and its Subsidiaries for each such Fiscal Year, together with
pro forma Compliance Certificates for each such Fiscal Year and an explanation
of the assumptions on which such forecasts are based and forecasted consolidated
statements of income and cash flows of Company and its Subsidiaries for each
month of each such Fiscal Year, together with an explanation of the assumptions
on which such forecasts are based; provided that the Company shall not provide
                                   --------
such Financial Plan and pro forma Compliance Certificates to any Lender which
has requested that such materials not be provided to it.

             (j)    Insurance Report. As soon as practicable and in any event by
                    ----------------
the last day of each Fiscal Year, a report in form and substance reasonably
satisfactory to Administrative Agent outlining all material insurance coverage
maintained as of the date of such report by Company and its Subsidiaries and all
material insurance coverage planned to be maintained by Company and its
Subsidiaries in the immediately succeeding Fiscal Year;

             (k)    Notice of Change in Board of Directors. With reasonable
                    --------------------------------------
promptness, written notice of any change in the board of directors (or similar
governing body) of Company or any of its Subsidiaries;

             (l)    Notice Regarding Material Contracts. Promptly, and in any
                    -----------------------------------
event within ten (10) Business Days (i) after any Material Contract of Company
or any of its Subsidiaries is terminated or amended in a manner that is
materially adverse to Company or such Subsidiary, as the case may be, or (ii)
any new Material Contract is entered into, a written statement describing such
event, with copies of such material amendments or new contracts, delivered to
Administrative Agent (to the extent such delivery is permitted by the terms of
any such Material Contract, provided, no such prohibition on delivery shall be
effective if it were bargained for by Company or its applicable Subsidiary with
the intent of avoiding compliance with this Section 5.1(l)), and an explanation
of any actions being taken with respect thereto;

             (m)    Environmental Reports and Audits. As soon as practicable
                    --------------------------------
following receipt thereof, copies of all environmental audits and reports with
respect to environmental matters at any Facility or which relate to any
environmental liabilities of Company or its Subsidiaries which, in any such
case, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect;

             (n)    Information Regarding Collateral. Company will furnish to
                    --------------------------------
the Collateral Agent prompt written notice of any change (i) in any Credit
Party's corporate name, (ii) in any Credit Party's ownership of Subsidiaries or
jurisdiction of organization or incorporation or (iii) in any Credit Party's
Federal Taxpayer Identification Number. Company agrees not to effect or permit
any change referred to in the preceding sentence unless all filings have been
made under the Uniform Commercial Code or otherwise that are required in order
for the Collateral Agent to continue at all times following such change to have
a valid, legal and perfected security interest in all the Collateral as
contemplated in the Collateral Documents. Company also agrees promptly to notify
the Collateral Agent if any material portion of the Collateral is damaged or
destroyed.

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<PAGE>


             (o)    Annual Collateral Verification. Each year, at the time of
                    ------------------------------
delivery of annual financial statements with respect to the preceding Fiscal
Year pursuant to Section 5.1(c), Company shall deliver to the Collateral Agent
an Officer's Certificate (i) either confirming that there has been no change in
such information since the date of the UCC Collateral Questionnaire delivered on
the Closing Date or the date of the most recent certificate delivered pursuant
to this Section and/or identifying such changes and (ii) certifying that all
Uniform Commercial Code financing statements (including fixtures filings, as
applicable) or other appropriate filings, recordings or registrations, have been
filed of record in each governmental, municipal or other appropriate office in
each jurisdiction identified pursuant to clause (i) above to the extent
necessary to protect and perfect the security interests under the Collateral
Documents for a period of not less than 18 months after the date of such
certificate (except as noted therein with respect to any continuation statements
to be filed within such period); and

             (p)    Other Information. (A) Promptly upon their becoming
                    -----------------
available, copies of (i) all financial statements, reports, notices and proxy
statements sent or made available generally by Company to its security holders
acting in such capacity or by any Subsidiary of Company to its security holders
other than Company or another Subsidiary of Company, (ii) all regular and
periodic reports and all registration statements and prospectuses, if any, filed
by Company or any of its Subsidiaries with any securities exchange or with the
Securities and Exchange Commission or any governmental or private regulatory
authority and (iii) all press releases and other statements made available
generally by Company or any of its Subsidiaries to the public concerning
material developments in the business of Company or any of its Subsidiaries; and
(B) such other information and data with respect to Company or any of its
Subsidiaries as from time to time may be reasonably requested by Administrative
Agent or any Lender.

     5.2.    Existence. Except as otherwise permitted under Section 6.9, each
Credit Party will, and will cause each of its Subsidiaries to, at all times
preserve and keep in full force and effect its existence and all rights and
franchises, licenses and permits material to its business; provided, no Credit
                                                           --------
Party or any of its Subsidiaries shall be required to preserve any such
existence, right or franchise, licenses and permits if such Person's board of
directors (or similar governing body) shall determine that the preservation
thereof is no longer desirable in the conduct of the business of such Person,
and that the loss thereof is not disadvantageous in any material respect to such
Person or to Lenders.

     5.3.    Payment of Taxes and Claims. Each Credit Party will, and will cause
each of its Subsidiaries to, pay all Taxes imposed upon it or any of its
properties or assets or in respect of any of its income, businesses or
franchises before any penalty or fine accrues thereon, and all claims (including
claims for labor, services, materials and supplies) for sums that have become
due and payable and that by law have or may become a Lien upon any of its
properties or assets, prior to the time when any penalty or fine shall be
incurred with respect thereto; provided, no such Tax or claim need be paid if it
                               --------
is being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted, so long as (a) adequate reserve or other appropriate
provision, as shall be required in conformity with GAAP shall have been made
therefor, and (b) in the case of a charge or claim which has or may become a
Lien against any of the Collateral, such contest proceedings conclusively
operate to stay the sale of any portion of the Collateral to

                                       73

<PAGE>


satisfy such Tax or claim. No Credit Party will, nor will it permit any of its
Subsidiaries to, file or consent to the filing of any consolidated income Tax
return with any Person (other than Company or any of its Subsidiaries).

     5.4.    Maintenance of Properties. Each Credit Party will, and will cause
each of its Subsidiaries to, maintain or cause to be maintained in good repair,
working order and condition, ordinary obsolescence, wear and tear excepted, all
material properties used or useful in the business of Company and its
Subsidiaries and from time to time will make or cause to be made all appropriate
repairs, renewals and replacements thereof.

     5.5.    Insurance. Company will maintain or cause to be maintained, with
financially sound and reputable insurers, such public liability insurance, third
party property damage insurance, business interruption insurance and casualty
insurance with respect to liabilities, losses or damage in respect of the
assets, properties and businesses of Company and its Subsidiaries as may
customarily be carried or maintained under similar circumstances by Persons of
established reputation engaged in similar businesses, in each case in such
amounts (giving effect to self-insurance), with such deductibles, covering such
risks and otherwise on such terms and conditions as shall be customary for such
Persons. Without limiting the generality of the foregoing, Company will maintain
or cause to be maintained (a) flood insurance with respect to each Flood Hazard
Property that is located in a community that participates in the National Flood
Insurance Program, in each case in compliance with any applicable regulations of
the Board of Governors of the Federal Reserve System, and (b) replacement value
casualty insurance on the Collateral under such policies of insurance, with such
insurance companies, in such amounts, with such deductibles, and covering such
risks as are at all times carried or maintained under similar circumstances by
Persons of established reputation engaged in similar businesses. Each such
policy of insurance shall (i) name Collateral Agent, on behalf of Lenders as an
additional insured thereunder as its interests may appear and (ii) in the case
of each casualty insurance policy, contain a loss payable clause or endorsement,
satisfactory in form and substance to Collateral Agent, that names Collateral
Agent, on behalf of Lenders as the loss payee thereunder for any covered loss in
excess of $500,000 and provides for at least ten (10) days' prior written notice
to Collateral Agent of any modification or cancellation of such policy.

     5.6.    Inspections. Each Credit Party will, and will cause each of its
Subsidiaries to, permit any authorized representatives designated by any Lender
to visit and inspect any of the properties of any Credit Party and any of its
respective Subsidiaries, to inspect, copy and take extracts from its and their
financial and accounting records, and to discuss its and their affairs, finances
and accounts with its and their officers and independent public accountants, all
upon reasonable notice and at such reasonable times during normal business hours
and as often as may reasonably be requested.

     5.7.    Lenders Meetings. Company will, upon the request of Administrative
Agent or Requisite Lenders, participate in a meeting of Administrative Agent and
Lenders once during each Fiscal Year to be held at Company's corporate offices
(or at such other location as may be agreed to by Company and Administrative
Agent) at such time as may be agreed to by Company and Administrative Agent.

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<PAGE>


     5.8.    Compliance with Laws. Each Credit Party will comply, and shall
cause each of its Subsidiaries and all other Persons, if any, on or occupying
any Facilities to comply, with the requirements of all applicable laws, rules,
regulations and orders of any governmental authority (including all
Environmental Laws), noncompliance with which could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

     5.9.    Environmental.

             (a)    Environmental Disclosure. Company will deliver to
                    ------------------------
Administrative Agent and Lenders:

                  (i)     as soon as practicable following receipt thereof,
copies of all environmental audits, and all material investigations, analyses
and reports of any kind or character, whether prepared by personnel of Company
or any of its Subsidiaries or by independent consultants, governmental
authorities or any other Persons, with respect to significant environmental
matters at any Facility or with respect to any Environmental Claims;

                  (ii)    promptly upon the occurrence thereof, written notice
describing in reasonable detail (1) any Release required to be reported to any
federal, state or local governmental or regulatory agency under any applicable
Environmental Laws, (2) any remedial action taken by Company or any other Person
in response to (A) any Hazardous Materials Activities the existence of which has
a reasonable possibility of resulting in one or more Environmental Claims
having, individually or in the aggregate, a Material Adverse Effect, or (B) any
Environmental Claims that, individually or in the aggregate, have a reasonable
possibility of resulting in a Material Adverse Effect, and (3) Company's
discovery of any occurrence or condition on any real property adjoining or in
the vicinity of any Facility that could cause such Facility or any part thereof
to be subject to any material restrictions on the ownership, occupancy,
transferability or use thereof under any Environmental Laws;

                  (iii)   as soon as practicable following the sending or
receipt thereof by Company or any of its Subsidiaries, a copy of any and all
written communications with respect to (1) any Environmental Claims that,
individually or in the aggregate, have a reasonable possibility of giving rise
to a Material Adverse Effect, (2) any Release required to be reported to any
federal, state or local governmental or regulatory agency, and (3) any material
request for information from any governmental agency that suggests such agency
is investigating whether Company or any of its Subsidiaries may be potentially
responsible for any Hazardous Materials Activity;

                  (iv)    prompt written notice describing in reasonable detail
(1) any proposed acquisition of stock, assets, or property by Company or any of
its Subsidiaries that could reasonably be expected to (A) expose Company or any
of its Subsidiaries to, or result in, Environmental Claims that could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect
or (B) affect the ability of Company or any of its Subsidiaries to maintain in
full force and effect all material Governmental Authorizations required under
any Environmental Laws for their respective operations and (2) any proposed
action to be taken by Company or any of its Subsidiaries to modify current
operations in a

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<PAGE>


manner that could reasonably be expected to subject Company or any of its
Subsidiaries to any additional material obligations or requirements under any
Environmental Laws; and

                  (v)     with reasonable promptness, such other documents and
information as from time to time may be reasonably requested by Administrative
Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

             (b)    Hazardous Materials Activities, Etc. Each Credit Party shall
                    -----------------------------------
promptly take, and shall cause each of its Subsidiaries promptly to take, any
and all actions necessary to (i) cure any violation of applicable Environmental
Laws by such Credit Party or its Subsidiaries that could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect, and (ii)
make an appropriate response to any Environmental Claim against such Credit
Party or any of its Subsidiaries and discharge any obligations it may have to
any Person thereunder where failure to do so could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

     5.10.   Subsidiaries. In the event that any Person becomes a Domestic
Subsidiary of Company, Company shall (a) promptly cause such Domestic Subsidiary
to become a Guarantor hereunder and a Grantor under the Pledge and Security
Agreement by executing and delivering to Administrative Agent and Collateral
Agent a Counterpart Agreement, and (b) take all such actions and execute and
deliver, or cause to be executed and delivered, all such documents, instruments,
agreements, and certificates as are similar to those described in Sections
3.1(b), 3.1(k), 3.1(l), 3.1(m) and 3.1(p). In the event that any Person becomes
a Foreign Subsidiary of Company, and the ownership interests of such Foreign
Subsidiary are owned by Company or by any Domestic Subsidiary thereof, Company
shall, or shall cause such Domestic Subsidiary to, deliver, all such documents,
instruments, agreements, and certificates as are similar to those described in
Sections 3.1(b), and Company shall take, or shall cause such Domestic Subsidiary
to take, all of the actions referred to in Section 3.1(l)(i) necessary to grant
and to perfect a First Priority Lien in favor of Collateral Agent, for the
benefit of Secured Parties, under the Pledge and Security Agreement in 65% of
such ownership interests. With respect to each such Subsidiary, Company shall
promptly send to Administrative Agent written notice setting forth with respect
to such Person (i) the date on which such Person became a Subsidiary of Company,
and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with
respect to all Subsidiaries of Company; provided, such written notice shall be
                                        --------
deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof.

     5.11.   Additional Material Real Estate Assets. In the event that any
Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned
on the Closing Date becomes a Material Real Estate Asset and such interest has
not otherwise been made subject to the Lien of the Collateral Documents in favor
of Collateral Agent, for the benefit of Secured Parties, then such Credit Party,
contemporaneously with acquiring such Material Real Estate Asset, shall take all
such actions and execute and deliver, or cause to be executed and delivered, all
such mortgages, documents, instruments, agreements, opinions and certificates
similar to those described in Sections 3.1(k), 3.1(l) and 3.1(m) with respect to
each such Material Real Estate Asset that Administrative Agent shall reasonably
request to create in favor of Collateral Agent,

                                       76

<PAGE>


for the benefit of Secured Parties, a valid and, subject to any filing and/or
recording referred to herein, perfected First Priority security interest in such
Material Real Estate Assets. In addition to the foregoing, Company shall, at the
request of Requisite Lenders, deliver, from time to time, to Administrative
Agent such appraisals as are required by law or regulation of Real Estate Assets
with respect to which Collateral Agent has been granted a Lien.

     5.12.   Interest Rate Protection. No later than ninety (90) days following
the Closing Date and at all times thereafter (but only if necessary in order to
satisfy the requirements of this Section 5.12), Company shall maintain, or
caused to be maintained, in effect one or more Interest Rate Agreements for a
term of not less than two years and otherwise in form and substance reasonably
satisfactory to Administrative Agent and Syndication Agent, which Interest Rate
Agreements shall effectively limit the amount of Indebtedness bearing interest
at a floating rate to no more than 50% of the aggregate principal amount of
Consolidated Total Debt outstanding as of any date of determination.

     5.13.   Further Assurances. At any time or from time to time upon the
request of Administrative Agent, each Credit Party will, at its expense,
promptly execute, acknowledge and deliver such further documents and do such
other acts and things as Administrative Agent or Collateral Agent may reasonably
request in order to effect fully the purposes of the Credit Documents. In
furtherance and not in limitation of the foregoing, each Credit Party shall take
such actions as Administrative Agent or Collateral Agent may reasonably request
from time to time to ensure that the Obligations are guarantied by the
Guarantors and are secured by substantially all of the assets of Company, and
its Subsidiaries and all of the outstanding Capital Stock of Company and its
Subsidiaries (subject to limitations contained in the Credit Documents with
respect to Foreign Subsidiaries).

     5.14.   Certain Post-Closing Matters.

             (a)    Company shall use commercially reasonable best efforts to
deliver the documents and materials listed under Section 3.1(k) and 3.1(l)(iv)
with respect to the applicable Leasehold Properties listed on Schedule 5.14 (the
"Post-Closing Leasehold Property Deliveries") as soon as practicable, but in no
event later than ninety (90) days after the Closing Date. In the event that
Company fails to make the Post-Closing Leasehold Property Deliveries to the
Collateral Agent within such ninety (90) day period after using commercially
reasonable best efforts during such period, the Company shall deliver an
officer's certificate to that effect and the Company's obligations under this
Section 5.14 shall be satisfied.

             (b)    Company shall have taken all steps necessary to confirm a
valid and enforceable security interest under applicable local laws, in the
stock of (i) IPC Acquisition Corp. Hong Kong Limited (formerly know as Aggropina
Ltd.) by December 28, 2001, and (ii) Asia Global Crossing IPC Trading Systems
Australia Pty. Ltd. by February 19, 2002.


SECTION 6.   NEGATIVE COVENANTS

                                       77

<PAGE>


     Each Credit Party covenants and agrees that, so long as any Commitment is
in effect and until payment in full of all Obligations and cancellation or
expiration of all Letters of Credit, such Credit Party shall perform, and shall
cause each of its Subsidiaries to perform, all covenants in this Section 6.

     6.1.    Indebtedness.

             No Credit Party shall, nor shall it permit any of its Subsidiaries
to, directly or indirectly, create, incur, assume or guaranty, or otherwise
become or remain directly or indirectly liable with respect to any Indebtedness,
except:

             (a)    the Obligations;

             (b)    Indebtedness of any Guarantor Subsidiary to Company or to
any other Guarantor Subsidiary, or of Company to any Guarantor Subsidiary;
provided, (i) all such Indebtedness shall be evidenced by promissory notes and
--------
all such notes shall be subject to a First Priority Lien pursuant to the Pledge
and Security Agreement, (ii) all such Indebtedness shall be unsecured and
subordinated in right of payment to the payment in full of the Obligations
pursuant to the terms of the applicable promissory notes or an intercompany
subordination agreement that in any such case, is reasonably satisfactory to
Administrative Agent, and (iii) any payment by any such Guarantor Subsidiary
under any guaranty of the Obligations shall result in a pro tanto reduction of
the amount of any Indebtedness owed by such Subsidiary to Company or to any of
its Subsidiaries for whose benefit such payment is made;

             (c)    Company and its Domestic Subsidiaries may become and remain
liable with respect to Indebtedness in an aggregate principal amount of
$150,000,000 under the Senior Subordinated Note Documents as contemplated by the
Senior Subordinated Note Indenture and additional subordinated Indebtedness
having provisions not less favorable in any material respect to Company and its
Subsidiaries or the Lenders than the Senior Subordinated Notes; provided, that
                                                                --------
Company shall apply the proceeds of such additional subordinated Indebtedness
(net of reasonable costs and expenses associated therewith) to repay the Loans
pursuant to Section 2.12(d), and any extensions, renewals, refinancings or
replacements of any of such Indebtedness provided, such (i) renewals and
                                         --------
extensions expressly provided for in the agreements evidencing any such
Indebtedness as the same are in effect on the date of this Agreement or (ii)
refinancings, replacements and extensions of any such Indebtedness if the terms
and conditions thereof are not less favorable to the obligor thereon or to the
Lenders than the Indebtedness being refinanced or extended, and the average life
to maturity thereof is greater than or equal to that of the Indebtedness being
refinanced or extended; provided, further, such Indebtedness permitted under the
                        --------  -------
immediately preceding clause (i) or (ii) above shall not (A) include
Indebtedness of an obligor that was not an obligor with respect to the
Indebtedness being extended, renewed, replaced or refinanced, (B) exceed in a
principal amount the Indebtedness being renewed, replaced, extended or
refinanced or (C) incurred, created or assumed if any Default or Event of
Default has occurred and is continuing or would result therefrom;

             (d)    Indebtedness incurred by Company or any of its Subsidiaries
arising from agreements providing for indemnification, adjustment of purchase
price or similar obligations, or

                                       78

<PAGE>


from guaranties or letters of credit, surety bonds or performance bonds securing
the performance of Company or any such Subsidiary pursuant to such agreements,
in connection with Permitted Acquisitions or permitted dispositions of any
business, assets or Subsidiary of Company or any of its Subsidiaries;

             (e)    Indebtedness which may be deemed to exist pursuant to any
guaranties, indemnities, performance, surety, statutory, appeal or similar
obligations (including those types of obligations referred to in subsection
6.2(d)) incurred in the ordinary course of business;

             (f)    Indebtedness in respect of netting services, overdraft
protections and otherwise in connection with deposit accounts;

             (g)    guaranties (x) in the ordinary course of business of the
obligations to suppliers, customers, franchisees and licensees of Company and
the Guarantor Subsidiaries, or (y) the Existing Guaranty Obligations listed on
Schedule 6.1;

             (h)    guaranties by Company of Indebtedness of a Guarantor
Subsidiary or guaranties by a Subsidiary of Company of Indebtedness of Company
or a Guarantor Subsidiary with respect, in each case, to Indebtedness otherwise
permitted to be incurred pursuant to this Section 6.1;

             (i)    Indebtedness described in Schedule 6.1, but not any
extensions, renewals, refinancings or replacements of such Indebtedness except
(i) renewals and extensions expressly provided for in the agreements evidencing
any such Indebtedness as the same are in effect on the date of this Agreement or
(ii) refinancings, replacements and extensions of any such Indebtedness if the
terms and conditions thereof are not less favorable to the obligor thereon or to
the Lenders than the Indebtedness being refinanced or extended, and the average
life to maturity thereof is greater than or equal to that of the Indebtedness
being refinanced or extended; provided, such Indebtedness permitted under the
                              --------
immediately preceding clause (i) or (ii) above shall not (A) include
Indebtedness of an obligor that was not an obligor with respect to the
Indebtedness being extended, renewed, replaced or refinanced, (B) exceed in a
principal amount the Indebtedness being renewed, replaced, extended or
refinanced or (C) incurred, created or assumed if any Default or Event of
Default has occurred and is continuing or would result therefrom;

             (j)    Indebtedness with respect to Capital Leases in an aggregate
amount not to exceed at any time $7,500,000;

             (k)    purchase money Indebtedness in an aggregate amount not to
exceed at any time $15,000,000 (including any Indebtedness acquired in
connection with a Permitted Acquisition); provided, any such Indebtedness shall
                                          --------
be secured only by the asset acquired in connection with the incurrence of such
Indebtedness; and

             (l)    Indebtedness of any Foreign Subsidiary to Company or to any
other Subsidiary, or of Company to any Foreign Subsidiary; provided, (i) all
                                                           --------
such Indebtedness shall be evidenced by promissory notes and all such notes
shall be subject to a First Priority Lien

                                       79

<PAGE>


pursuant to the Pledge and Security Agreement, (ii) all such Indebtedness shall
be unsecured and subordinated in right of payment to the payment in full of the
Obligations pursuant to the terms of the applicable promissory notes or an
intercompany subordination agreement that in any such case, is reasonably
satisfactory to Administrative Agent, (iii) any payment by any such Foreign
Subsidiary under any guaranty of the Obligations shall result in a pro tanto
reduction of the amount of any Indebtedness owed by such Subsidiary to Company
or to any of its Subsidiaries for whose benefit such payment is made and (iv)
the aggregate principal amount of (y) such Indebtedness of any Foreign
Subsidiary to Company or to any other Subsidiary, together with the amount of
equity Investments made pursuant to Section 6.7(h), shall not exceed at any time
$20,000,000 in the aggregate for all such Subsidiaries and (z) such Indebtedness
of Company to any Foreign Subsidiary shall not exceed at any time $20,000,000 in
the aggregate;

             (m)    Indebtedness with respect to Hedge Agreements; and

             (n)    other unsecured Indebtedness of Company and its
Subsidiaries, in an aggregate amount not to exceed at any time $10,000,000.

     6.2.    Liens.

             No Credit Party shall, nor shall it permit any of its Subsidiaries
to, directly or indirectly, create, incur, assume or permit to exist any Lien on
or with respect to any property or asset of any kind (including any document or
instrument in respect of goods or accounts receivable) of Company or any of its
Subsidiaries, whether now owned or hereafter acquired, or any income or profits
therefrom, or file or permit the filing of, or permit to remain in effect, any
financing statement or other similar notice of any Lien with respect to any such
property, asset, income or profits under the UCC of any State or under any
similar recording or notice statute, except:

             (a)    Liens in favor of Collateral Agent for the benefit of
Secured Parties granted pursuant to any Credit Document;

             (b)    Liens for Taxes not yet due and payable or if obligations
with respect to such Taxes are being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted, so long as appropriate
reserves shall have been made for any such contested amounts;

             (c)    statutory Liens of landlords, banks (and rights of set-off),
of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and
other Liens imposed by law (other than any such Lien imposed pursuant to Section
401 (a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case
incurred in the ordinary course of business (i) for amounts not yet overdue or
(ii) for amounts that are overdue and that (in the case of any such amounts
overdue for a period in excess of five days) are being contested in good faith
by appropriate proceedings, so long as such reserves or other appropriate
provisions, if any, as shall be required by GAAP shall have been made for any
such contested amounts;

                                       80

<PAGE>


             (d)    Liens incurred in the ordinary course of business in
connection with workers' compensation, unemployment insurance, other types of
social security and other similar statutory obligations, or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, trade contracts, performance and return-of-money
bonds and other similar obligations (exclusive of obligations for the payment of
borrowed money or other Indebtedness), so long as no foreclosure, sale or
similar proceedings have been commenced with respect to any portion of the
Collateral on account thereof;

             (e)    easements, rights-of-way, restrictions, encroachments, and
other minor defects or irregularities in title, in each case which do not and
will not interfere in any material respect with the ordinary conduct of the
business of Company or any of its Subsidiaries;

             (f)    any interest or title of a lessor or sublessor under any
lease of real estate permitted hereunder;

             (g)    Liens solely on any cash earnest money deposits or escrows
made by Company or any of its Subsidiaries in connection with any letter of
intent or purchase agreement permitted hereunder;

             (h)    purported Liens evidenced by the filing of precautionary UCC
financing statements relating solely to operating leases of personal property
entered into in the ordinary course of business;

             (i)    Liens in favor of customs and revenue authorities arising as
a matter of law to secure payment of customs duties in connection with the
importation of goods;

             (j)    any zoning or similar law or right reserved to or vested in
any governmental office or agency to control or regulate the use of any real
property;

             (k)    licenses of patents, trademarks and other intellectual
property rights granted by Company or any of its Subsidiaries in the ordinary
course of business and not interfering in any respect with the ordinary conduct
of the business of Company or such Subsidiary;

             (l)    Liens described in Schedule 6.2 or on a title report
delivered pursuant to Section 3.1(k)(iv) and any renewals or replacements of
such Liens granted to secure a refinancing of the Indebtedness originally
secured by such Lien (so long as such refinancing is permitted pursuant to
Section 6.1) so long as the renewal or replacement Lien does not cover more
property than the initial Lien described in Schedule 6.2;

             (m)    Liens securing Indebtedness permitted pursuant to 6.1(f),
(j) or (k); provided, any such Lien shall encumber only the asset leased or
            --------
acquired with the proceeds of such Indebtedness; and

             (n)    other Liens securing Indebtedness in an aggregate amount not
to exceed $5,000,000 at any time outstanding.

                                       81

<PAGE>


     6.3.    Equitable Lien. If any Credit Party or any of its Subsidiaries
shall create or assume any Lien upon any of its properties or assets, whether
now owned or hereafter acquired, other than Permitted Liens, it shall make or
cause to be made effective provisions whereby the Obligations will be secured by
such Lien equally and ratably with any and all other Indebtedness secured
thereby as long as any such Indebtedness shall be so secured; provided,
                                                              --------
notwithstanding the foregoing, this covenant shall not be construed as
a consent by Requisite Lenders to the creation or assumption of any such Lien
not otherwise permitted hereby.

     6.4.    No Further Negative Pledges. Except with respect to (a)
restrictions in the Senior Subordinated Note Documents, or other Indebtedness
permitted pursuant to Sections 6.1(c), (h), (i), (j) or (n) (so long as the
restrictions are no more restrictive in any material way than the Senior
Subordinated Note Documents), or pursuant to the Credit Documents; (b) specific
property encumbered to secure payment of particular Indebtedness or to be sold
pursuant to an executed agreement with respect to a permitted sale of assets,
(c) restrictions by reason of customary provisions restricting assignments,
subletting or other transfers contained in leases, licenses, joint ventures and
similar agreements entered into in the ordinary course of business (provided
that such restrictions are limited to the property or assets secured by such
Liens or the property or assets subject to such leases, licenses, joint ventures
or similar agreements, as the case may be), (d) conditions or restrictions
existing on the Closing Date or imposed by law or any applicable rules,
regulations or order of any Governmental Authority, (e) those contained in any
agreement or instrument governing Indebtedness permitted by Section 6.1(k),
which Indebtedness is not applicable to any other Person, or the properties or
assets of any other Person, other than the Person (including any Subsidiary of
the Person) so acquired and (f) those with respect to replacement, extension,
renewal or refinancing of existing Indebtedness; provided that such restrictions
                                                 --------
are no more restrictive in any material way than the Indebtedness being
refunded, replaced, refinanced, renewed or extended, no Credit Party nor any of
its Subsidiaries shall enter into any agreement prohibiting the creation or
assumption of any Lien upon any of its properties or assets, whether now owned
or hereafter acquired.

     6.5.    Restricted Junior Payments. No Credit Party shall, nor shall it
permit any of its Subsidiaries to, directly or indirectly, declare, order, pay,
make or set apart, or agree to declare, order, pay, make or set apart, any sum
for any Restricted Junior Payment (or enter into an agreement with respect to
the foregoing) except (a) Company may make regularly scheduled payments of
interest (including Special Interest (as defined in the Senior Subordinated Note
Indenture)) in respect of the Senior Subordinated Notes in accordance with the
terms of, and only to the extent required by, and subject to the subordination
provisions contained in, the Senior Subordinated Note Indenture, as such
indenture may be amended from time to time to the extent permitted under Section
6.16; (b) any Subsidiary may make payments with respect to its issued and
outstanding capital stock; (c) Company may make Restricted Junior Payments in
connection with redemptions of Capital Stock permitted pursuant to Section
6.12(e); and (d) any extensions, renewals, refinancings or replacements of the
Senior Subordinated Notes permitted pursuant to Section 6.1(c).

                                       82

<PAGE>


     6.6.    Restrictions on Subsidiary Distributions. Except as provided
herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to,
create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any Subsidiary of
Company to (a) pay dividends or make any other distributions on any of such
Subsidiary's Capital Stock owned by Company or any other Subsidiary of Company,
(b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any
other Subsidiary of Company, (c) make loans or advances to Company or any other
Subsidiary of Company, or (d) transfer any of its property or assets to Company
or any other Subsidiary of Company other than restrictions (i) in agreements
evidencing Indebtedness permitted by Sections 6.1 (j) or (k) that impose
restrictions on the property so leased or acquired, (ii) by reason of customary
provisions restricting assignments, subletting or other transfers contained in
leases, licenses, joint venture agreements and similar agreements entered into
in the ordinary course of business, (iii) that are or were created by virtue of
any transfer of, agreement to transfer or option or right with respect to any
property, assets or Capital Stock not otherwise prohibited under this Agreement,
(iv) or encumbrances contained in the Senior Subordinated Note Documents and any
extensions, renewals, refinancings or replacements thereof so long as the
encumbrances and restrictions contained in such extension, renewal, refinancing
or replacement are not materially more restrictive than those contained in the
Senior Subordinated Note Documents, (v) or encumbrances contained in any other
Indebtedness permitted under Section 6.1 so long as the encumbrances and
restrictions thereof are not materially more restrictive than those contained in
the Senior Subordinated Note Documents, (vi) contained in agreements governing
the Indebtedness described on Schedule 6.1 as in effect on the Closing Date and
any amendments, modifications, restatements, renewals, increases, supplements,
refundings, restructurings (including rate increases), replacement or
refinancings of those agreements, provided that the amendments, modification,
                                  --------
restatements, renewals, increases, supplements, refundings, restructurings,
replacement or refinancings are not materially more restrictive, taken as a
whole, with respect to such dividend and other payment restrictions than those
contained in those agreements on the Closing Date, and (vii) pursuant to Liens
permitted by Section 6.2.

     6.7.    Investments.

             No Credit Party shall, nor shall it permit any of its Subsidiaries
to, directly or indirectly, make or own any Investment in any Person, including
without limitation any Joint Venture, except:

             (a)    Cash Equivalents;

             (b)    (x) equity Investments owned as of the Closing Date in any
Subsidiary of Company and (y) Investments made after the Closing Date in
wholly-owned Guarantor Subsidiaries of Company;

             (c)    Investments (i) in accounts receivable arising and trade
credit granted in the ordinary course of business and in any Securities received
in satisfaction or partial satisfaction thereof from financially troubled
account debtors and (ii) in deposits, prepayments and other credits to suppliers
made in the ordinary course of business consistent with the past practices of
Company and its Subsidiaries;

                                       83

<PAGE>


             (d)    intercompany loans to the extent permitted under Section
6.1(b) and 6.1(l);

             (e)    Consolidated Capital Expenditures permitted by Section
6.8(e);

             (f)    Investments made in connection with (x) Permitted
Acquisitions permitted pursuant to Section 6.9 and (y) Hedging Agreements;

             (g)    Investments described in Schedule 6.7;

             (h)    equity Investments made after the Closing Date in those
Foreign Subsidiaries that Company has at least a 51% ownership interest in,
which together with Indebtedness permitted pursuant to Section 6.1(l) does not
exceed at any time $20,000,000 in the aggregate plus the amount of cash
                                                ----
dividends or other returns received by the Credit Parties from such Investments
not in excess of the amount of the original amount of such Investments;

             (i)    equity Investments made after the Closing Date in Foreign
Subsidiaries to the extent made in consideration of the issuance of Capital
Stock by the Company or with the proceeds of issuances of Capital Stock of the
Company, which proceeds are not required to be used to prepay the Loans pursuant
to Section 2.12(c);

             (j)    non-Cash Investments in notes made by officers or employees
(and their permitted transferees) of the Company and its Subsidiaries payable to
the Company in connection with the purchase of Capital Stock by such officers or
employees in an aggregate amount not to exceed at any time $4,000,000; and

             (k)    other Investments (including, without limitation, any
Investment permitted pursuant to subsections 6.12(d) through (f)) in an
aggregate amount not to exceed at any time $7,500,000.

     6.8.    Financial Covenants.

             (a)    Senior Secured Leverage Ratio. Company shall not permit the
                    -----------------------------
Senior Leverage Ratio as of the last day of any Fiscal Quarter, beginning with
the Fiscal Quarter ending March 31, 2002, to exceed the correlative ratio
indicated:

                  ============================================
                                              Senior Secured
                                                 Leverage
                         Fiscal Quarter            Ratio
                  --------------------------------------------
                   Closing Date through          1.90:1.00
                   March 31, 2003
                  --------------------------------------------

                                       84

<PAGE>


                  ============================================
                                              Senior Secured
                                                 Leverage
                       Fiscal Quarter              Ratio
                  --------------------------------------------
                   April 1, 2003 through         1.80:1.00
                   September 30, 2003
                  --------------------------------------------
                   October 1, 2003 through       1.65:1.00
                   June 30, 2004
                  --------------------------------------------
                   July 1, 2004 through          1.50:1.00
                   June 30, 2005
                  --------------------------------------------
                   July 1, 2005 through          1.25:1.00
                   March 31, 2006
                  --------------------------------------------
                   April 1, 2006                 1.00:1.00
                   and Thereafter
                  ============================================

             (b)    Total Leverage Ratio. Company shall not permit the Total
                    --------------------
Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the
Fiscal Quarter ending March 31, 2002, to exceed the correlative ratio indicated:





                  ============================================
                                               Total Leverage
                       Fiscal Quarter               Ratio
                  --------------------------------------------
                   Closing Date through          3.90:1.00
                   March 31, 2004
                  --------------------------------------------
                   April 1, 2004 through         3.75:1.00
                   September 30, 2004
                  --------------------------------------------
                   October 1, 2004 through       3.50:1.00
                   June 30, 2005
                  --------------------------------------------
                   July 1, 2005 through          3.25:1.00
                   March 31, 2006
                  --------------------------------------------

                                       85

<PAGE>

                  ============================================
                                               Total Leverage
                         Fiscal Quarter             Ratio
                  --------------------------------------------
                   April 1, 2006                 3.00:1.00
                   and Thereafter
                  ============================================


             (c)    Interest Coverage Ratio. Company shall not permit the
                    -----------------------
Interest Coverage Ratio as of the last day of any Fiscal Quarter, beginning with
the Fiscal Quarter ending March 31, 2002, to be less than the correlative ratio
indicated:

                  ============================================
                                                 Interest
                       Fiscal Quarter         Coverage Ratio
                  --------------------------------------------
                   Closing Date through          2.40:1.00
                   March 31, 2004
                  --------------------------------------------
                   April 1, 2004 through         2.50:1.00
                   September 30, 2004
                  --------------------------------------------
                   October 1, 2004 through       2.75:1.00
                   March 31, 2005
                  --------------------------------------------
                   April 1, 2005                 3.00:1.00
                   and Thereafter
                  ============================================

             (d)    Fixed Charge Coverage Ratio. Company shall not permit the
                    ---------------------------
Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter, beginning
with the Fiscal Quarter ending March 31, 2002, to be less than the correlative
ratio indicated:

                  ============================================
                                               Fixed Charge
                       Fiscal Quarter         Coverage Ratio
                  --------------------------------------------
                   Closing Date through          1.10:1.00
                   June 30, 2003
                  --------------------------------------------
                   July 1, 2003                  1.20:1.00
                   and Thereafter
                  ============================================

                                       86

<PAGE>


             (e)    Maximum Consolidated Capital Expenditures. Company shall
                    -----------------------------------------
not, and shall not permit its Subsidiaries to, make or incur Consolidated
Capital Expenditures (excluding for the purposes of this subsection 6.8(e) any
capital expenditures constituting consideration with respect to Permitted
Acquisitions), in any Fiscal Year beginning with Fiscal Year 2002, in an
aggregate amount for Company and its Subsidiaries in excess of $7,000,000 with
respect to Fiscal Years 2002 and 2003 and in excess of $10,000,000 in any Fiscal
Year thereafter; provided, that 50% of any unutilized amount for any Fiscal Year
may be utilized in the next succeeding Fiscal Year, but in no event shall any
amount from any Fiscal Year prior to the immediately preceding Fiscal Year be
utilized in the calculation of the foregoing.

             (f)    Certain Calculations. With respect to any period during
                    --------------------
which a Permitted Acquisition or an Asset Sale has occurred (each, a "Subject
Transaction"), for purposes of determining compliance with the financial
covenants set forth in this Section 6.8, Consolidated Adjusted EBITDA and the
components of Consolidated Fixed Charges shall be calculated with respect to
such period on a pro forma basis (including pro forma adjustments arising out of
events which are directly attributable to a specific transaction, are factually
supportable and are expected to have a continuing impact, in each case
determined on a basis consistent with Article 11 of Regulation S-X promulgated
under the Securities Act and as interpreted by the staff of the Securities and
Exchange Commission, which would include cost savings resulting from head count
reduction, closure of facilities and similar restructuring charges, which pro
forma adjustments shall be certified by the chief financial officer of Company
and shall be reasonably satisfactory to the Syndication Agent, the
Administrative Agent and Requisite Lenders, which consent shall not be
unreasonably withheld or delayed (it being understood that failure to respond
within five (5) Business Days shall be deemed approval of such adjustments))
using the historical audited financial statements of any business so acquired or
to be acquired or sold or to be sold and the consolidated financial statements
of Company and its Subsidiaries which shall be reformulated as if such Subject
Transaction, and any Indebtedness incurred or repaid in connection therewith,
had been consummated or incurred or repaid at the beginning of such period (and
assuming that such Indebtedness bears interest during any portion of the
applicable measurement period prior to the relevant acquisition at the weighted
average of the interest rates applicable to outstanding Loans incurred during
such period).

     6.9.    Fundamental Changes; Disposition of Assets; Acquisitions.

             No Credit Party shall, nor shall it permit any of its Subsidiaries
to, enter into any transaction of merger or consolidation, or liquidate, wind-up
or dissolve itself (or suffer any liquidation or dissolution), or convey, sell,
lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of,
in one transaction or a series of transactions, all or any part of its business,
assets or property of any kind whatsoever, whether real, personal or mixed and
whether tangible or intangible, whether now owned or hereafter acquired, or
acquire by purchase or otherwise (other than purchases or other acquisitions of
inventory, materials and equipment in the ordinary course of business) the
business, property or fixed assets of, or stock or other evidence of beneficial
ownership of, any Person or any division or line of business or other business
unit of any Person, except:

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             (a)    Company or any Subsidiary of Company may be merged with or
into Company or any Guarantor Subsidiary, or be liquidated, wound up or
dissolved, or all or any part of its business, property or assets may be
conveyed, sold, leased, transferred or otherwise disposed of, in one transaction
or a series of transactions, to Company or any Guarantor Subsidiary; provided,
                                                                     --------
in the case of such a merger, Company or such Guarantor Subsidiary, as
applicable shall be the continuing or surviving Person;

             (b)    sales or other dispositions of assets that do not constitute
Asset Sales;

             (c)    Asset Sales, the proceeds of which (valued at the principal
amount thereof in the case of non-Cash proceeds consisting of notes or other
debt Securities and valued at fair market value in the case of other non-Cash
proceeds) (i) are less than $5,000,000 with respect to any single Asset Sale or
series of related Asset Sales and (ii) when aggregated with the proceeds of all
other Asset Sales made within the same Fiscal Year, are less than $10,000,000;
provided (1) the consideration received for such assets shall be in an amount at
--------
least equal to the fair market value thereof (determined in good faith by the
board of directors of Company (or similar governing body)), (2) no less than 50%
thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall
be applied as required by Section 2.12(a);

             (d)    disposals of obsolete, worn out or surplus property;

             (e)    Permitted Acquisitions, either (A) as specified on Schedule
6.9(e), (B) the aggregate Cash consideration (including the aggregate principal
amount of any Indebtedness assumed) for which does not exceed (i) $5,000,000 in
any Fiscal Year, and (ii) $15,000,000 in the aggregate from the Closing Date to
the date of determination; provided, however, that on and after the date that
                           --------  -------
the Senior Secured Leverage Ratio is 0.90:1.00 or less, Company and its
Subsidiaries may also make Permitted Acquisitions for additional Cash
consideration (including the aggregate principal amount of any Indebtedness
assumed) for which does not exceed, in any Fiscal Year, an amount equal to 25%
of Company's Consolidated Excess Cash Flow for the most recently completed
Fiscal Year prior to the date of consummation of such Permitted Acquisition or
(C) to the extent made in consideration of the issuance of Capital Stock by the
Company or with the proceeds of issuances of Capital Stock of the Company, which
proceeds are not required to be used to prepay the Loans pursuant to Section
2.12(c); and

             (f)    Investments made in accordance with Section 6.7.

     6.10.   Disposal of Subsidiary Interests. Except for (i) Liens provided
under any of the Credit Documents and (ii) any sale of all of its interests in
the Capital Stock of any of its Subsidiaries in compliance with the provisions
of Section 6.9, no Credit Party shall, nor shall it permit any of its
Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise
encumber or dispose of any Capital Stock of any of its Subsidiaries, except to
qualify directors or allow for investments by foreign nationals, in either case,
if required by applicable law; or (b) permit any of its Subsidiaries directly or
indirectly to sell, assign, pledge or otherwise encumber or dispose of any
Capital Stock of any of its Subsidiaries, except to another Credit Party
(subject to the restrictions on such disposition otherwise imposed hereunder),
or to qualify directors or

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allow for investment by foreign nationals, in either case, if required by
applicable law. Any Subsidiary that would constitute a "wholly-owned Subsidiary"
except for any Capital Stock issued to directors or foreign nationals as
permitted under this Section 6.10 shall be deemed a "wholly-owned Subsidiary"
for purposes of this Agreement.

     6.11.   Sales and Lease-Backs. No Credit Party shall, nor shall it permit
any of its Subsidiaries to, directly or indirectly, become or remain liable as
lessee or as a guarantor or other surety with respect to any lease of any
property (whether real, personal or mixed), whether now owned or hereafter
acquired, which such Credit Party (a) has sold or transferred or is to sell or
to transfer to any other Person (other than Company or any of its Subsidiaries),
or (b) intends to use for substantially the same purpose as any other property
which has been or is to be sold or transferred by such Credit Party to any
Person (other than Company or any of its Subsidiaries) in connection with such
lease.

     6.12.   Transactions with Shareholders and Affiliates. No Credit Party
shall, nor shall it permit any of its Subsidiaries to, directly or indirectly,
enter into or permit to exist any transaction (including the purchase, sale,
lease or exchange of any property or the rendering of any service) with any
holder of 5% or more of any class of Capital Stock of Company or any of its
Subsidiaries or with any Affiliate of Company or of any such holder, on terms
that in the aggregate are less favorable to Company or that Subsidiary, as the
case may be, than those that might be obtained at the time from a Person who is
not such a holder or Affiliate; provided, the foregoing restriction shall not
                                --------
apply to (a) any transaction between Company and any Guarantor Subsidiary; (b)
reasonable and customary fees paid to members of the board of directors (or
similar governing body) of Company and its Subsidiaries; (c) employment,
compensation or indemnification arrangements for directors, consultants or
officers and other employees of Company and its Subsidiaries entered into in the
ordinary course of business; (d) loans or advances to officers, directors,
consultants and employees in the ordinary course of business or guarantees in
respect thereof or otherwise made on their behalf (including any payments on
such guarantees) in an aggregate amount not to exceed at any time $3,000,000;
(e) any redemption of Capital Stock held by employees upon death, disability or
termination of employment at a price not in excess of the fair market value
thereof and in any event, in aggregate amount not to exceed $3,000,000 in any
Fiscal Year; (f) the grant of options or similar rights to employees and
directors of Company; (g) Restricted Junior Payments and Investments that are
permitted by the provisions of Sections 6.5 or 6.7, respectively; and (h)
transactions described in Schedule 6.12; provided, further, to the extent that
                                         --------  -------
any of the transactions set forth in (d) through (f) above constitute
Investments, such transactions shall be further subject to the Investment basket
set forth in Section 6.7(k).

     6.13.   Conduct of Business. From and after the Closing Date, no Credit
Party shall, nor shall it permit any of its Subsidiaries to, engage in any
business other than (i) the businesses engaged in by such Credit Party on the
Closing Date and similar or related businesses and (ii) such other lines of
business as may be consented to by Requisite Lenders.

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     6.14.   Permitted Activities of Company. Notwithstanding anything to the
contrary contained herein, Company shall not (a) engage in any business or
activity or own any assets other than (i) holding 100% of the Capital Stock of
its Subsidiaries and other deminimus non-operating assets incidental thereto and
(ii) performing its obligations and activities incidental thereto to the extent
the incurrence of such obligation is permitted under the Credit Documents; or
(b) fail to hold itself out to the public as a legal entity separate and
distinct from all other Persons.

     6.15.   Amendments or Waivers of Certain Related Agreements. Except as set
forth in Section 6.16, no Credit Party shall nor shall it permit any of its
Subsidiaries to, agree to any material amendment, restatement, supplement or
other modification to, or waiver of, any of its material rights under any
Related Agreement after the Closing Date without in each case obtaining the
prior written consent of Requisite Lenders to such amendment, restatement,
supplement or other modification or waiver.

     6.16.   Amendments or Waivers of with respect to Subordinated Indebtedness.
No Credit Party shall, nor shall it permit any of its Subsidiaries to, amend or
otherwise change the terms of any Senior Subordinated Note Documents, or make
any payment consistent with an amendment thereof or change thereto, (a) if the
effect of such amendment or change is to increase the interest rate on such
Senior Subordinated Notes, change (to earlier dates) any dates upon which
payments of principal or interest are due thereon, change any event of default
or condition to an event of default with respect thereto (other than to
eliminate any such event of default or increase any grace period related
thereto), change the redemption, prepayment or defeasance provisions thereof,
change the subordination provisions of such Senior Subordinated Notes (or of any
guaranty thereof) or (b) amend or otherwise change the covenants or other
provisions contained in any Senior Subordinated Note Document not described in
clause (a) of this Section 6.16 if the effect of such amendment or change,
together with all other amendments or changes made, is to increase materially
the obligations of the obligor thereunder or to confer any additional material
rights on the holders of such Senior Subordinated Note Documents (or a trustee
or other representative on their behalf) which would be adverse to any Credit
Party or Lenders.

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     6.17.   Fiscal Year. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, change its Fiscal Year-end from September 30 of each calendar
year.

SECTION 7.   GUARANTY

     7.1.    Guaranty of the Obligations. Subject to the provisions of Section
7.2, Guarantors jointly and severally hereby irrevocably and unconditionally
guaranty to Administrative Agent for the ratable benefit of the Beneficiaries
the due and punctual payment in full of all Obligations when the same shall
become due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise (including amounts that would become due but
for the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code, 11 U.S.C. (S) 362(a)) (collectively, the "Guaranteed Obligations").

     7.2.    Contribution by Guarantors. All Guarantors desire to allocate among
themselves (collectively, the "Contributing Guarantors"), in a fair and
equitable manner, their obligations arising under this Guaranty. Accordingly, in
the event any payment or distribution is made on any date by a Guarantor (a
"Funding Guarantor") under this Guaranty that exceeds its Fair Share as of such
date, such Funding Guarantor shall be entitled to a contribution from each of
the other Contributing Guarantors in the amount of such other Contributing
Guarantor's Fair Share Shortfall as of such date, with the result that all such
contributions will cause each Contributing Guarantor's Aggregate Payments to
equal its Fair Share as of such date. "Fair Share" means, with respect to a
Contributing Guarantor as of any date of determination, an amount equal to (a)
the ratio of (i) the Fair Share Contribution Amount with respect to such
Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution
Amounts with respect to all Contributing Guarantors multiplied by (b) the
aggregate amount paid or distributed on or before such date by all Funding
Guarantors under this Guaranty in respect of the obligations Guaranteed. "Fair
Share Shortfall" means, with respect to a Contributing Guarantor as of any date
of determination, the excess, if any, of the Fair Share of such Contributing
Guarantor over the Aggregate Payments of such Contributing Guarantor. "Fair
Share Contribution Amount" means, with respect to a Contributing Guarantor as of
any date of determination, the maximum aggregate amount of the obligations of
such Contributing Guarantor under this Guaranty that would not render its
obligations hereunder or thereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States Code
or any comparable applicable provisions of state law; provided, solely for
                                                      --------
purposes of calculating the "Fair Share Contribution Amount" with respect to any
Contributing Guarantor for purposes of this Section 7.2, any assets or
liabilities of such Contributing Guarantor arising by virtue of any rights to
subrogation, reimbursement or indemnification or any rights to or obligations of
contribution hereunder shall not be considered as assets or liabilities of such
Contributing Guarantor. "Aggregate Payments" means, with respect to a
Contributing Guarantor as of any date of determination, an amount equal to (1)
the aggregate amount of all payments and distributions made on or before such
date by such Contributing Guarantor in respect of this Guaranty (including,
without limitation, in respect of this Section 7.2), minus (2) the aggregate
amount of all payments received on or before such date by such Contributing
Guarantor from the other Contributing Guarantors as contributions under this
Section 7.2. The amounts payable as

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contributions hereunder shall be determined as of the date on which the related
payment or distribution is made by the applicable Funding Guarantor. The
allocation among Contributing Guarantors of their obligations as set forth in
this Section 7.2 shall not be construed in any way to limit the liability of any
Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to
the contribution agreement set forth in this Section 7.2.

     7.3.    Payment by Guarantors. Subject to Section 7.2, Guarantors hereby
jointly and severally agree, in furtherance of the foregoing and not in
limitation of any other right which any Beneficiary may have at law or in equity
against any Guarantor by virtue hereof, that upon the failure of Company to pay
any of the Guaranteed Obligations when and as the same shall become due, whether
at stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (s)
362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to
Administrative Agent for the ratable benefit of Beneficiaries, an amount equal
to the sum of the unpaid principal amount of all Guaranteed Obligations then due
as aforesaid, accrued and unpaid interest on such Guaranteed Obligations
(including interest which, but for Company's becoming the subject of a case
under the Bankruptcy code, would have accrued on such Guaranteed Obligations,
whether or not a claim is allowed against Company for such interest in the
related bankruptcy case) and all other Guaranteed Obligations then owed to
Beneficiaries as aforesaid.

     7.4.    Liability of Guarantors Absolute.

             Each Guarantor agrees that its obligations hereunder are
irrevocable, absolute, independent and unconditional and shall not be affected
by any circumstance which constitutes a legal or equitable discharge of a
guarantor or surety other than payment in full of the Guaranteed Obligations. In
furtherance of the foregoing and without limiting the generality thereof, each
Guarantor agrees as follows:

             (a)    this Guaranty is a guaranty of payment when due and not of
collectability. This Guaranty is a primary obligation of each Guarantor and not
merely a contract of surety;

             (b)    Administrative Agent may enforce this Guaranty upon the
occurrence of an Event of Default notwithstanding the existence of any dispute
between Company and any Beneficiary with respect to the existence of such Event
of Default;

             (c)    the obligations of each Guarantor hereunder are independent
of the obligations of Company and the obligations of any other guarantor
(including any other Guarantor) of the obligations of Company, and a separate
action or actions may be brought and prosecuted against such Guarantor whether
or not any action is brought against Company or any of such other guarantors and
whether or not Company is joined in any such action or actions;

             (d)    payment by any Guarantor of a portion, but not all, of the
Guaranteed Obligations shall in no way limit, affect, modify or abridge any
Guarantor's liability for any portion of the Guaranteed Obligations which has
not been paid. Without limiting the generality of the foregoing, if
Administrative Agent is awarded a judgment in any suit brought to enforce

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any Guarantor's covenant to pay a portion of the Guaranteed Obligations, such
judgment shall not be deemed to release such Guarantor from its covenant to pay
the portion of the Guaranteed Obligations that is not the subject of such suit,
and such judgment shall not, except to the extent satisfied by such Guarantor,
limit, affect, modify or abridge any other Guarantor's liability hereunder in
respect of the Guaranteed Obligations;

             (e)    any Beneficiary, upon such terms as it deems appropriate,
without notice or demand and without affecting the validity or enforceability
hereof or giving rise to any reduction, limitation, impairment, discharge or
termination of any Guarantor's liability hereunder, from time to time may (i)
renew, extend, accelerate, increase the rate of interest on, or otherwise change
the time, place, manner or terms of payment of the Guaranteed Obligations; (ii)
settle, compromise, release or discharge, or accept or refuse any offer of
performance with respect to, or substitutions for, the Guaranteed Obligations or
any agreement relating thereto and/or subordinate the payment of the same to the
payment of any other obligations; (iii) request and accept other guaranties of
the Guaranteed Obligations and take and hold security for the payment hereof or
the Guaranteed Obligations; (iv) release, surrender, exchange, substitute,
compromise, settle, rescind, waive, alter, subordinate or modify, with or
without consideration, any security for payment of the Guaranteed Obligations,
any other guaranties of the Guaranteed Obligations, or any other obligation of
any Person (including any other Guarantor) with respect to the Guaranteed
Obligations; (v) enforce and apply any security now or hereafter held by or for
the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations
and direct the order or manner of sale thereof, or exercise any other right or
remedy that such Beneficiary may have against any such security, in each case as
such Beneficiary in its discretion may determine consistent herewith or the
applicable Hedge Agreement and any applicable security agreement, including
foreclosure on any such security pursuant to one or more judicial or nonjudicial
sales, whether or not every aspect of any such sale is commercially reasonable,
and even though such action operates to impair or extinguish any right of
reimbursement or subrogation or other right or remedy of any Guarantor against
Company or any security for the Guaranteed Obligations; and (vi) exercise any
other rights available to it under the Credit Documents or the Hedge Agreements;
and

             (f)    this Guaranty and the obligations of Guarantors hereunder
shall be valid and enforceable and shall not be subject to any reduction,
limitation, impairment, discharge or termination for any reason (other than
payment in full of the Guaranteed Obligations), including the occurrence of any
of the following, whether or not any Guarantor shall have had notice or
knowledge of any of them: (i) any failure or omission to assert or enforce or
agreement or election not to assert or enforce, or the stay or enjoining, by
order of court, by operation of law or otherwise, of the exercise or enforcement
of, any claim or demand or any right, power or remedy (whether arising under the
Credit Documents or the Hedge Agreements, at law, in equity or otherwise) with
respect to the Guaranteed Obligations or any agreement relating thereto, or with
respect to any other guaranty of or security for the payment of the Guaranteed
Obligations; (ii) any rescission, waiver, amendment or modification of, or any
consent to departure from, any of the terms or provisions (including provisions
relating to events of default) hereof, any of the other Credit Documents, any of
the Hedge Agreements or any agreement or instrument executed pursuant thereto,
or of any other guaranty or security for the Guaranteed Obligations, in each

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case whether or not in accordance with the terms hereof or such Credit Document,
such Hedge Agreement or any agreement relating to such other guaranty or
security; (iii) the Guaranteed Obligations, or any agreement relating thereto,
at any time being found to be illegal, invalid or unenforceable in any respect;
(iv) the application of payments received from any source (other than payments
received pursuant to the other Credit Documents or any of the Hedge Agreements
or from the proceeds of any security for the Guaranteed Obligations, except to
the extent such security also serves as collateral for indebtedness other than
the Guaranteed Obligations) to the payment of indebtedness other than the
Guaranteed Obligations, even though any Beneficiary might have elected to apply
such payment to any part or all of the Guaranteed Obligations; (v) any
Beneficiary's consent to the change, reorganization or termination of the
corporate structure or existence of Company or any of its Subsidiaries and to
any corresponding restructuring of the Guaranteed Obligations; (vi) any failure
to perfect or continue perfection of a security interest in any collateral which
secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or
counterclaims which Company may allege or assert against any Beneficiary in
respect of the Guaranteed Obligations, including failure of consideration,
breach of warranty, statute of frauds, statute of limitations, accord and
satisfaction and usury; and (viii) any other act or thing or omission, or delay
to do any other act or thing, which may or might in any manner or to any extent
vary the risk of any Guarantor as an obligor in respect of the Guaranteed
Obligations.

     7.5.    Waivers by Guarantors. Each Guarantor hereby waives, for the
benefit of Beneficiaries: (a) any right to require any Beneficiary, as a
condition of payment or performance by such Guarantor, to (i) proceed against
Company, any other guarantor (including any other Guarantor) of the Guaranteed
Obligations or any other Person, (ii) proceed against or exhaust any security
held from Company, any such other guarantor or any other Person, (iii) proceed
against or have resort to any balance of any Deposit Account or credit on the
books of any Beneficiary in favor of Company or any other Person, or (iv) pursue
any other remedy in the power of any Beneficiary whatsoever; (b) any defense
arising by reason of the incapacity, lack of authority or any disability or
other defense of Company or any other Guarantor including any defense based on
or arising out of the lack of validity or the unenforceability of the Guaranteed
Obligations or any agreement or instrument relating thereto or by reason of the
cessation of the liability of Company or any other Guarantor from any cause
other than payment in full of the Guaranteed Obligations; (c) any defense based
upon any statute or rule of law which provides that the obligation of a surety
must be neither larger in amount nor in other respects more burdensome than that
of the principal; (d) any defense based upon any Beneficiary's errors or
omissions in the administration of the Guaranteed Obligations, except behavior
which amounts to willful misconduct, gross negligence or bad faith; (e) (i) any
principles or provisions of law, statutory or otherwise, which are or might be
in conflict with the terms hereof and any legal or equitable discharge of such
Guarantor's obligations hereunder, (ii) the benefit of any statute of
limitations affecting such Guarantor's liability hereunder or the enforcement
hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv)
promptness, diligence and any requirement that any Beneficiary protect, secure,
perfect or insure any security interest or lien or any property subject thereto;
(f) notices, demands, presentments, protests, notices of protest, notices of
dishonor and notices of any action or inaction, including acceptance hereof,
notices of default hereunder, the Hedge Agreements or any agreement or
instrument related thereto, notices of any renewal, extension or modification of
the Guaranteed Obligations or any agreement

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related thereto, notices of any extension of credit to Company and notices of
any of the matters referred to in Section 7.4 and any right to consent to any
thereof; and (g) any defenses or benefits that may be derived from or afforded
by law which limit the liability of or exonerate guarantors or sureties, or
which may conflict with the terms hereof.

     7.6.    Guarantors' Rights of Subrogation, Contribution, etc. Until the
Guaranteed Obligations shall have been indefeasibly paid in full and the
Revolving Commitments shall have terminated and all Letters of Credit shall have
expired or been cancelled, each Guarantor hereby waives any claim, right or
remedy, direct or indirect, that such Guarantor now has or may hereafter have
against Company or any other Guarantor or any of its assets in connection with
this Guaranty or the performance by such Guarantor of its obligations hereunder,
in each case whether such claim, right or remedy arises in equity, under
contract, by statute, under common law or otherwise and including without
limitation (a) any right of subrogation, reimbursement or indemnification that
such Guarantor now has or may hereafter have against Company with respect to the
Guaranteed Obligations, (b) any right to enforce, or to participate in, any
claim, right or remedy that any Beneficiary now has or may hereafter have
against Company, and (c) any benefit of, and any right to participate in, any
collateral or security now or hereafter held by any Beneficiary. In addition,
until the Guaranteed Obligations shall have been indefeasibly paid in full and
the Revolving Commitments shall have terminated and all Letters of Credit shall
have expired or been cancelled, each Guarantor shall withhold exercise of any
right of contribution such Guarantor may have against any other guarantor
(including any other Guarantor) of the Guaranteed Obligations, including,
without limitation, any such right of contribution as contemplated by Section
7.2. Each Guarantor further agrees that, to the extent the waiver or agreement
to withhold the exercise of its rights of subrogation, reimbursement,
indemnification and contribution as set forth herein is found by a court of
competent jurisdiction to be void or voidable for any reason, any rights of
subrogation, reimbursement or indemnification such Guarantor may have against
Company or against any collateral or security, and any rights of contribution
such Guarantor may have against any such other guarantor, shall be junior and
subordinate to any rights any Beneficiary may have against Company, to all
right, title and interest any Beneficiary may have in any such collateral or
security, and to any right any Beneficiary may have against such other
guarantor. If any amount shall be paid to any Guarantor on account of any such
subrogation, reimbursement, indemnification or contribution rights at any time
when all Guaranteed Obligations shall not have been finally and indefeasibly
paid in full, such amount shall be held in trust for Administrative Agent on
behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent
for the benefit of Beneficiaries to be credited and applied against the
Guaranteed Obligations, whether matured or unmatured, in accordance with the
terms hereof.

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     7.7.    Subordination of Other Obligations. Any Indebtedness of Company or
any Guarantor now or hereafter held by any Guarantor (the "Obligee Guarantor")
is hereby subordinated in right of payment to the Guaranteed Obligations, and
any such indebtedness collected or received by the Obligee Guarantor after an
Event of Default has occurred and is continuing shall be held in trust for
Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over
to Administrative Agent for the benefit of Beneficiaries to be credited and
applied against the Guaranteed Obligations but without affecting, impairing or
limiting in any manner the liability of the Obligee Guarantor under any other
provision hereof.

     7.8.    Continuing Guaranty. This Guaranty is a continuing guaranty and
shall remain in effect until all of the Guaranteed Obligations shall have been
paid in full and the Revolving Commitments shall have terminated and all Letters
of Credit shall have expired or been cancelled. Each Guarantor hereby
irrevocably waives any right to revoke this Guaranty as to future transactions
giving rise to any Guaranteed Obligations.

     7.9.    Authority of Guarantors or Company. It is not necessary for any
Beneficiary to inquire into the capacity or powers of any Guarantor or Company
or the officers, directors or any agents acting or purporting to act on behalf
of any of them.

     7.10.   Financial Condition of Company. Any Credit Extension may be made to
Company or continued from time to time, and any Hedge Agreements may be entered
into from time to time, in each case without notice to or authorization from any
Guarantor regardless of the financial or other condition of Company at the time
of any such grant or continuation or at the time such Hedge Agreement is entered
into, as the case may be. No Beneficiary shall have any obligation to disclose
or discuss with any Guarantor its assessment, or any Guarantor's assessment, of
the financial condition of Company. Each Guarantor has adequate means to obtain
information from Company on a continuing basis concerning the financial
condition of Company and its ability to perform its obligations under the Credit
Documents and the Hedge Agreements, and each Guarantor assumes the
responsibility for being and keeping informed of the financial condition of
Company and of all circumstances bearing upon the risk of nonpayment of the
Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty
on the part of any Beneficiary to disclose any matter, fact or thing relating to
the business, operations or conditions of Company now known or hereafter known
by any Beneficiary.

     7.11.   Bankruptcy, etc.

             (a)    So long as any Guaranteed Obligations remain outstanding, no
Guarantor shall, without the prior written consent of Administrative Agent
acting pursuant to the instructions of Requisite Lenders, commence or join with
any other Person in commencing any bankruptcy, reorganization or insolvency case
or proceeding of or against Company or any other Guarantor. The obligations of
Guarantors hereunder shall not be reduced, limited, impaired, discharged,
deferred, suspended or terminated by any case or proceeding, voluntary or
involuntary, involving the bankruptcy, insolvency, receivership, reorganization,
liquidation or

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arrangement of Company or any other Guarantor or by any defense which Company or
any other Guarantor may have by reason of the order, decree or decision of any
court or administrative body resulting from any such proceeding.

             (b)    Each Guarantor acknowledges and agrees that any interest on
any portion of the Guaranteed Obligations which accrues after the commencement
of any case or proceeding referred to in clause (a) above (or, if interest on
any portion of the Guaranteed Obligations ceases to accrue by operation of law
by reason of the commencement of such case or proceeding, such interest as would
have accrued on such portion of the Guaranteed Obligations if such case or
proceeding had not been commenced) shall be included in the Guaranteed
Obligations because it is the intention of Guarantors and Beneficiaries that the
Guaranteed Obligations which are Guaranteed by Guarantors pursuant hereto should
be determined without regard to any rule of law or order which may relieve
Company of any portion of such Guaranteed Obligations. Guarantors will permit
any trustee in bankruptcy, receiver, debtor in possession, assignee for the
benefit of creditors or similar person to pay Administrative Agent, or allow the
claim of Administrative Agent in respect of, any such interest accruing after
the date on which such case or proceeding is commenced.

             (c)    In the event that all or any portion of the Guaranteed
Obligations are paid by Company, the obligations of Guarantors hereunder shall
continue and remain in full force and effect or be reinstated, as the case may
be, in the event that all or any part of such payment(s) are rescinded or
recovered directly or indirectly from any Beneficiary as a preference,
fraudulent transfer or otherwise, and any such payments which are so rescinded
or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

     7.17.   Discharge of Guaranty Upon Sale of Guarantor. If all of the Capital
Stock of any Guarantor or any of its successors in interest hereunder shall be
sold or otherwise disposed of (including by merger or consolidation) in
accordance with the terms and conditions hereof, the Guaranty of such Guarantor
or such successor in interest, as the case may be, hereunder shall automatically
be discharged and released without any further action by any Beneficiary or any
other Person effective as of the time of such Asset Sale.

SECTION 8.   EVENTS OF DEFAULT.

     8.1.    Events of Default.

             If any one or more of the following conditions or events shall
occur:

             (a)    Failure to Make Payments When Due. Failure by Company to pay
                    ---------------------------------
(i) when due any installment of principal of any Loan, whether at stated
maturity, by acceleration, by notice of voluntary prepayment, by mandatory
prepayment or otherwise; (ii) when due any amount payable to Issuing Bank in
reimbursement of any drawing under a Letter of Credit; or

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<PAGE>


(iii) any interest on any Loan or any fee or any other amount due hereunder
within five (5) Business Days after the date due; or

             (b)    Default in Other Agreements. (i) Failure of any Credit Party
                    ---------------------------
or any of their respective Subsidiaries to pay when due any principal of or
interest on or any other amount payable in respect of one or more items of
Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an
individual principal amount of $3,000,000 or more or with an aggregate principal
amount of $5,000,000 or more, in each case beyond the grace period, if any,
provided therefor; or (ii) breach or default by any Credit Party with respect to
any other material term of (1) one or more items of Indebtedness in the
individual or aggregate principal amounts referred to in clause (i) above or (2)
any loan agreement, mortgage, indenture or other agreement relating to such
item(s) of Indebtedness, in each case beyond the grace period, if any, provided
therefor, if the effect of such breach or default is to cause, or to permit the
holder or holders of that Indebtedness (or a trustee on behalf of such holder or
holders), to cause, that Indebtedness to become or be declared due and payable
(or redeemable) prior to its stated maturity or the stated maturity of any
underlying obligation, as the case may be; or

             (c)    Breach of Certain Covenants. Failure of any Credit Party to
                    ---------------------------
perform or comply with any term or condition contained in Section 2.4, Sections
5.1, 5.2, 5.5, 5.12, 5.14(b) or Section 6; or

             (d)    Breach of Representations, etc. Any representation,
                    -------------------------------
warranty, certification or other statement made or deemed made by any Credit
Party in any Credit Document or in any statement or certificate at any time
given by any Credit Party or any of its Subsidiaries in writing pursuant hereto
or thereto or in connection herewith or therewith shall be false in any material
respect as of the date made or deemed made; or

             (e)    Other Defaults Under Credit Documents. Any Credit Party
                    -------------------------------------
shall default in the performance of or compliance with any term contained herein
or any of the other Credit Documents, other than any such term referred to in
any other Section of this Section 8.1, and such default shall not have been
remedied or waived within thirty (30) days after the earlier of (i) an officer
of such Credit Party becoming aware of such default or (ii) receipt by Company
of notice from Administrative Agent or any Lender of such default; or

             (f)    Involuntary Bankruptcy; Appointment of Receiver, etc.. (i) A
                    -----------------------------------------------------
court of competent jurisdiction shall enter a decree or order for relief in
respect of Company or any of its Subsidiaries in an involuntary case under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
law now or hereafter in effect, which decree or order is not stayed; or any
other similar relief shall be granted under any applicable federal or state law;
or (ii) an involuntary case shall be commenced against Company or any of its
Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect; or a decree or order of a
court having jurisdiction in the premises for the appointment of a receiver,
liquidator, sequestrator, trustee, custodian or other officer having similar
powers over Company or any of its Subsidiaries, or over all or a substantial
part of its property, shall have been entered; or there shall have occurred the
involuntary appointment of an

                                       98

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interim receiver, trustee or other custodian of Company or any of its
Subsidiaries for all or a substantial part of its property; or a warrant of
attachment, execution or similar process shall have been issued against any
substantial part of the property of Company or any of its Subsidiaries, and any
such event described in this clause (ii) shall continue for sixty (60) days
without having been dismissed, bonded or discharged; or

             (g)    Voluntary Bankruptcy; Appointment of Receiver, etc.. (i)
                    ---------------------------------------------------
Company or any of its Subsidiaries shall have an order for relief entered with
respect to it or shall commence a voluntary case under the Bankruptcy Code or
under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, or shall consent to the entry of an order for relief in an
involuntary case, or to the conversion of an involuntary case to a voluntary
case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial
part of its property; or Company or any of its Subsidiaries shall make any
assignment for the benefit of creditors; or (ii) Company or any of its
Subsidiaries shall be unable, or shall fail generally, or shall admit in writing
its inability, to pay its debts as such debts become due; or the board of
directors (or similar governing body) of Company or any of its Subsidiaries (or
any committee thereof) shall adopt any resolution or otherwise authorize any
action to approve any of the actions referred to herein or in Section 8.1(f); or

             (h)    Judgments and Attachments. Any money judgment, writ or
                    -------------------------
warrant of attachment or similar process involving (i) in any individual case an
amount in excess of $3,000,000 or (ii) in the aggregate at any time an amount in
excess of $5,000,000 (in either case to the extent not adequately covered by
insurance as to which a solvent and unaffiliated insurance company has
acknowledged coverage) shall be entered or filed against Company or any of its
Subsidiaries or any of their respective assets and shall remain undischarged,
unvacated, unbonded or unstayed for a period of sixty (60) days (or in any event
later than five days prior to the date of any proposed sale thereunder); or

             (i)    Dissolution. Any order, judgment or decree shall be entered
                    -----------
against any Credit Party decreeing the dissolution or split up of such Credit
Party and such order shall remain undischarged or unstayed for a period in
excess of sixty (60) days; or

             (j)    Employee Benefit Plans. (i) There shall occur one or more
                    ----------------------
ERISA Events which individually or in the aggregate results in or would
reasonably be expected to result in liability of Company, any of its
Subsidiaries or any of their respective ERISA Affiliates in excess of
$1,000,000; or (ii) there exists any fact or circumstance that would reasonably
be expected to result in the imposition of a Lien or security interest under
Section 412(n) of the Internal Revenue Code or under ERISA.

             (k)    Change of Control. A Change of Control shall occur; or
                    -----------------

             (l)    Guaranties, Collateral Documents and other Credit Documents.
                    -----------------------------------------------------------
At any time after the execution and delivery thereof, (i) the Guaranty for any
reason, other than the satisfaction in full of all Obligations, shall cease to
be in full force and effect (other than in

                                       99

<PAGE>


accordance with its terms) or shall be declared to be null and void or any
Guarantor shall repudiate its obligations thereunder, (ii) this Agreement or any
Collateral Document ceases to be in full force and effect (other than by reason
of a release of Collateral in accordance with the terms hereof or thereof or the
satisfaction in full of the Obligations in accordance with the terms hereof) or
shall be declared null and void, or Collateral Agent shall not have or shall
cease to have a valid and perfected Lien in any Collateral purported to be
covered by the Collateral Documents with the priority required by the relevant
Collateral Document, in each case for any reason other than the failure of
Collateral Agent or any Secured Party to take any action within its control, or
(iii) any Credit Party shall contest the validity or enforceability of any
Credit Document in writing or deny in writing that it has any further liability,
including with respect to future advances by Lenders, under any Credit Document
to which it is a party;

THEN, (1) upon the occurrence of any Event of Default described in Section
8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event
of Default, at the request of (or with the consent of) Requisite Lenders, upon
notice to Company by Administrative Agent, (A) the Revolving Commitments, if
any, of each Lender having such Revolving Commitments and the obligation of
Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each
of the following shall immediately become due and payable, in each case without
presentment, demand, protest or other requirements of any kind, all of which are
hereby expressly waived by each Credit Party: (I) the unpaid principal amount of
and accrued interest on the Loans, (II) an amount equal to the maximum amount
that may at any time be drawn under all Letters of Credit then outstanding
(regardless of whether any beneficiary under any such Letter of Credit shall
have presented, or shall be entitled at such time to present, the drafts or
other documents or certificates required to draw under such Letters of Credit)
and (III) all other Obligations; provided, the foregoing shall not affect in any
                                 --------
way the obligations of Lenders under Section 2.22(e); (C) the Administrative
Agent may cause the Collateral Agent to enforce any and all Liens and security
interests created pursuant to Collateral Documents and (D) Administrative Agent
shall direct Company to pay (and Company hereby agrees upon receipt of such
notice, or upon the occurrence of any Event of Default specified in Section
8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash,
to be held as security for Company's reimbursement Obligations in respect of
Letters of Credit then outstanding, equal to the Letter of Credit Usage at such
time.

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SECTION 9.   AGENTS

     9.1.    Appointment of Agents. GSCP is hereby appointed Syndication Agent
hereunder, and each Lender hereby authorizes Syndication Agent to act as its
agent in accordance with the terms hereof and the other Credit Documents. BNS is
hereby appointed Administrative Agent hereunder and under the other Credit
Documents and each Lender hereby authorizes Administrative Agent to act as its
agent in accordance with the terms hereof and the other Credit Documents. GE
Capital is hereby appointed Documentation Agent hereunder, and each Lender
hereby authorizes Documentation Agent to act as its agent in accordance with the
terms hereof and the other Credit Documents. Each Agent hereby agrees to act
upon the express conditions contained herein and the other Credit Documents, as
applicable. The provisions of this Section 9 are solely for the benefit of
Agents and Lenders and no Credit Party shall have any rights as a third party
beneficiary of any of the provisions thereof. In performing its functions and
duties hereunder, each Agent shall act solely as an agent of Lenders and does
not assume and shall not be deemed to have assumed any obligation towards or
relationship of agency or trust with or for Company or any of its Subsidiaries.
Each of Syndication Agent and Documentation Agent, without consent of or notice
to any party hereto, may assign any and all of its rights or obligations
hereunder to any of its Affiliates. As of the Closing Date, neither GSCP, in its
capacity as Syndication Agent, nor GE Capital, in its capacity as Documentation
Agent, shall have any obligations but shall be entitled to all benefits of this
Section 9.

     9.2.    Powers and Duties. Each Lender irrevocably authorizes each Agent to
take such action on such Lender's behalf and to exercise such powers, rights and
remedies hereunder and under the other Credit Documents as are specifically
delegated or granted to such Agent by the terms hereof and thereof, together
with such powers, rights and remedies as are reasonably incidental thereto. Each
Agent shall have only those duties and responsibilities that are expressly
specified herein and the other Credit Documents. Each Agent may exercise such
powers, rights and remedies and perform such duties by or through its agents or
employees. No Agent shall have, by reason hereof or any of the other Credit
Documents, a fiduciary relationship in respect of any Lender; and nothing herein
or any of the other Credit Documents, expressed or implied, is intended to or
shall be so construed as to impose upon any Agent any obligations in respect
hereof or any of the other Credit Documents except as expressly set forth herein
or therein.

     9.3.    General Immunity.

             (a)    No Responsibility for Certain Matters. No Agent shall be
                    -------------------------------------
responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectability or sufficiency hereof or any other
Credit Document or for any representations, warranties, recitals or statements
made herein or therein or made in any written or oral statements or in any
financial or other statements, instruments, reports or certificates or any other
documents furnished or made by any of Agent to Lenders or by or on behalf of any
Credit Party to any Agent or any Lender in connection with the Credit Documents
and the transactions contemplated thereby or for the financial condition or
business affairs of any Credit Party or any other Person liable for the payment
of any Obligations, nor shall any Agent be required to ascertain or inquire as
to the performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained in any of the Credit Documents or as to the
use of the proceeds of the

                                      101

<PAGE>


Loans or as to the existence or possible existence of any Event of Default or
Default. Anything contained herein to the contrary notwithstanding,
Administrative Agent shall not have any liability arising from confirmations of
the amount of outstanding Loans or the Letter of Credit Usage or the component
amounts thereof.

             (b)    Exculpatory Provisions. No Agent nor any of its officers,
                    ----------------------
partners, directors, employees or agents shall be liable to Lenders for any
action taken or omitted by any Agent under or in connection with any of the
Credit Documents except to the extent caused by such Agent's gross negligence or
willful misconduct. Each Agent shall be entitled to refrain from any act or the
taking of any action (including the failure to take an action) in connection
herewith or any of the other Credit Documents or from the exercise of any power,
discretion or authority vested in it hereunder or thereunder unless and until
such Agent shall have received instructions in respect thereof from Requisite
Lenders (or such other Lenders as may be required to give such instructions
under Section 10.5) and, upon receipt of such instructions from Requisite
Lenders (or such other Lenders, as the case may be), such Agent shall be
entitled to act or (where so instructed) refrain from acting, or to exercise
such power, discretion or authority, in accordance with such instructions.
Without prejudice to the generality of the foregoing, (i) each Agent shall be
entitled to rely, and shall be fully protected in relying, upon any
communication, instrument or document believed by it to be genuine and correct
and to have been signed or sent by the proper Person or Persons, and shall be
entitled to rely and shall be protected in relying on opinions and judgments of
attorneys (who may be attorneys for Company and its Subsidiaries), accountants,
experts and other professional advisors selected by it; and (ii) no Lender shall
have any right of action whatsoever against any Agent as a result of such Agent
acting or (where so instructed) refraining from acting hereunder or any of the
other Credit Documents in accordance with the instructions of Requisite Lenders
(or such other Lenders as may be required to give such instructions under
Section 10.5).

     9.4.    Agents Entitled to Act as Lender. The agency hereby created shall
in no way impair or affect any of the rights and powers of, or impose any duties
or obligations upon, any Agent in its individual capacity as a Lender hereunder.
With respect to its participation in the Loans and the Letters of Credit, each
Agent shall have the same rights and powers hereunder as any other Lender and
may exercise the same as if it were not performing the duties and functions
delegated to it hereunder, and the term "Lender" shall, unless the context
clearly otherwise indicates, include each Agent in its individual capacity. Any
Agent and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of banking, trust, financial advisory or other business with
Company or any of its Affiliates as if it were not performing the duties
specified herein, and may accept fees and other consideration from Company for
services in connection herewith and otherwise without having to account for the
same to Lenders.

     9.5.    Lenders' Representations, Warranties and Acknowledgment.

             (a)    Each Lender represents and warrants that it has made its own
independent investigation of the financial condition and affairs of Company and
its Subsidiaries in connection with Credit Extensions hereunder and that it has
made and shall continue to make its own

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<PAGE>


appraisal of the creditworthiness of Company and its Subsidiaries. No Agent
shall have any duty or responsibility, either initially or on a continuing
basis, to make any such investigation or any such appraisal on behalf of Lenders
or to provide any Lender with any credit or other information with respect
thereto, whether coming into its possession before the making of the Loans or at
any time or times thereafter, and no Agent shall have any responsibility with
respect to the accuracy of or the completeness of any information provided to
Lenders.

             (b)    Each Lender, by delivering its signature page to this
Agreement and funding its Term Loan and/or a Revolving Loan on the Closing Date,
shall be deemed to have acknowledged receipt of, and consented to and approved,
each Credit Document and each other document required to be approved by any
Agent, Requisite Lenders or Lenders, as applicable on the Closing Date.

     9.6.    Right to Indemnity. Each Lender, in proportion to its Pro Rata
Share, severally agrees to indemnify each Agent, to the extent that such Agent
shall not have been reimbursed by any Credit Party, for and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including counsel fees and disbursements) or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or asserted
against such Agent in exercising its powers, rights and remedies or performing
its duties hereunder or under the other Credit Documents or otherwise in its
capacity as such Agent in any way relating to or arising out hereof or the other
Credit Documents; provided, no Lender shall be liable for any portion of such
                  --------
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Agent's gross negligence or
willful misconduct. If any indemnity furnished to any Agent for any purpose
shall, in the opinion of such Agent, be insufficient or become impaired, such
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished; provided,
                                                                       --------
in no event shall this sentence require any Lender to indemnify any Agent
against any liability, obligation, loss, damage, penalty, action, judgment,
suit, cost, expense or disbursement in excess of such Lender's Pro Rata Share
thereof; and provided further, this sentence shall not be deemed to require any
             -------- -------
Lender to indemnify any Agent against any liability, obligation, loss, damage,
penalty, action, judgment, suit, cost, expense or disbursement described in the
proviso in the immediately preceding sentence.

     9.7.    Successor Administrative Agent. Administrative Agent may resign at
any time by giving thirty (30) days' prior written notice thereof to Lenders and
Company and in the event that Administrative Agent and its Affiliates taken as a
whole, no longer hold at least $3,750,000 of the Revolving Commitments,
Administrative Agent may be removed with or without cause by an instrument or
concurrent instruments in writing delivered to Administrative Agent and signed
by Company and Requisite Lenders. Upon any such notice of resignation or any
such removal, Requisite Lenders shall have the right, upon five Business Days'
notice to Company, to appoint a successor Administrative Agent. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, that successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring or removed Administrative Agent and the retiring or removed
Administrative Agent shall promptly (i) transfer to such successor
Administrative Agent all sums, Securities and other items

                                      103

<PAGE>


of Collateral held under the Collateral Documents, together with all records and
other documents necessary or appropriate in connection with the performance of
the duties of the successor Administrative Agent under the Credit Documents, and
(ii) execute and deliver to such successor Administrative Agent such amendments
to financing statements, and take such other actions, as may be necessary or
appropriate in connection with the assignment to such successor Administrative
Agent of the security interests created under the Collateral Documents,
whereupon such retiring or removed Administrative Agent shall be discharged from
its duties and obligations hereunder. After any retiring or removed
Administrative Agent's resignation or removal hereunder as Administrative Agent,
the provisions of this Section 9 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent hereunder.

     9.8.    Collateral Documents and Guaranty.

             (a)    Agents under Collateral Documents and Guaranty. Each Lender
                    ----------------------------------------------
hereby further authorizes the Administrative Agent or Collateral Agent, as
applicable, on behalf of and for the benefit of Lenders, to be the agent for and
representative of Lenders with respect to the Guaranty, the Collateral and the
Collateral Documents. Subject to Section 10.5(b)(viii), without further written
consent or authorization from Lenders, Administrative Agent or Collateral Agent,
as applicable may execute any documents or instruments necessary to (i) release
any Lien encumbering any item of Collateral that is the subject of a sale or
other disposition of assets permitted hereby or to which Requisite Lenders (or
such other Lenders as may be required to give such consent under Section 10.5)
have otherwise consented or (ii) release any Guarantor from the Guaranty
pursuant to Section 7.12 or with respect to which Requisite Lenders (or such
other Lenders as may be required to give such consent under Section 10.5) have
otherwise consented.

             (b)    Right to Realize on Collateral and Enforce Guaranty.
                    ---------------------------------------------------
Anything contained in any of the Credit Documents to the contrary
notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender
hereby agree that (i) no Lender shall have any right individually to realize
upon any of the Collateral or to enforce the Guaranty, it being understood and
agreed that all powers, rights and remedies hereunder may be exercised solely by
Administrative Agent, on behalf of Lenders in accordance with the terms hereof
and all powers, rights and remedies under the Collateral Documents may be
exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by
Collateral Agent on any of the Collateral pursuant to a public or private sale,
Collateral Agent or any Lender may be the purchaser of any or all of such
Collateral at any such sale and Collateral Agent, as agent for and
representative of Secured Parties (but not any Lender or Lenders in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree
in writing) shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Obligations as a credit on
account of the purchase price for any collateral payable by Collateral Agent at
such sale.

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SECTION 10.  MISCELLANEOUS

     10.1.   Notices. Unless otherwise specifically provided herein, any notice
or other communication herein required or permitted to be given to a Credit
Party, Syndication Agent, Collateral Agent, Administrative Agent, Issuing Bank
or Documentation Agent, shall be sent to such Person's address as set forth on
Appendix B or in the other relevant Credit Document, and in the case of any
Lender, the address as indicated on Appendix B or otherwise indicated to
Administrative Agent in writing. Each notice hereunder shall be in writing and
may be personally served, telexed or sent by telefacsimile or United States mail
or courier service and shall be deemed to have been given when delivered in
person or by courier service and signed for against receipt thereof, upon
receipt of telefacsimile or telex, or three Business Days after depositing it in
the United States mail with postage prepaid and properly addressed; provided, no
                                                                    --------
notice to any Agent shall be effective until received by such Agent.

     10.2.   Expenses. Whether or not the transactions contemplated hereby shall
be consummated, Company agrees to pay promptly (a) all the actual and reasonable
costs and expenses of preparation of the Credit Documents and any consents,
amendments, waivers or other modifications thereto; (b) all the costs of
furnishing all opinions by counsel for Company and the other Credit Parties; (c)
the reasonable fees, expenses and disbursements of counsel to Agents (in each
case including allocated costs of internal counsel) in connection with the
negotiation, preparation, execution and administration of the Credit Documents
and any consents, amendments, waivers or other modifications thereto and any
other documents or matters requested by Company; (d) all the actual costs and
reasonable expenses of creating and perfecting Liens in favor of Collateral
Agent, for the benefit of Lenders pursuant hereto, including filing and
recording fees, expenses and taxes, stamp or documentary taxes, search fees,
title insurance premiums and reasonable fees, expenses and disbursements of
counsel to each Agent and of counsel providing any opinions that any Agent or
Requisite Lenders may request in respect of the Collateral or the Liens created
pursuant to the Collateral Documents; (e) all the actual costs and reasonable
fees, expenses and disbursements of any auditors, accountants, consultants or
appraisers; (f) all the actual costs and reasonable expenses (including the
reasonable fees, expenses and disbursements of any appraisers, consultants,
advisors and agents employed or retained by Collateral Agent and its counsel) in
connection with the custody or preservation of any of the Collateral; (g) all
other actual and reasonable costs and expenses incurred by each Agent in
connection with the syndication of the Loans and Commitments and the
negotiation, preparation and execution of the Credit Documents and any consents,
amendments, waivers or other modifications thereto and the transactions
contemplated thereby; and (h) after the occurrence of a Default or an Event of
Default, all costs and expenses, including reasonable attorneys' fees (including
allocated costs of internal counsel) and costs of settlement, incurred by any
Agent and Lenders in enforcing any Obligations of or in collecting any payments
due from any Credit Party hereunder or under the other Credit Documents by
reason of such Default or Event of Default (including in connection with the
sale of, collection from, or other realization upon any of the Collateral or the
enforcement of the Guaranty) or in connection with any refinancing or
restructuring of the credit arrangements provided hereunder in the nature of a
"work-out" or pursuant to any insolvency or bankruptcy cases or proceedings.

                                      105

<PAGE>


     10.3.   Indemnity. In addition to the payment of expenses pursuant to
Section 10.2, whether or not the transactions contemplated hereby shall be
consummated, each Credit Party agrees to defend (subject to Indemnitees'
selection of counsel), indemnify, pay and hold harmless, each Agent and Lender
and the officers, partners, directors, trustees, employees, agents and
Affiliates of each Agent and each Lender (each, an "Indemnitee"), from and
against any and all Indemnified Liabilities; provided, no Credit Party shall
                                             --------
have any obligation to any Indemnitee hereunder with respect to any Indemnified
Liabilities to the extent such Indemnified Liabilities arise from the gross
negligence or willful misconduct of that Indemnitee. To the extent that the
undertakings to defend, indemnify, pay and hold harmless set forth in this
Section 10.3 may be unenforceable in whole or in part because they are violative
of any law or public policy, the applicable Credit Party shall contribute the
maximum portion that it is permitted to pay and satisfy under applicable law to
the payment and satisfaction of all Indemnified Liabilities incurred by
Indemnitees or any of them. To the extent permitted by applicable law, no Credit
Party shall assert, and each hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, any Credit Document or any agreement or instrument or
transaction contemplated hereby.

     10.4.   Set-Off. In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default each Lender is hereby authorized by each
Credit Party at any time or from time to time subject to the consent of
Administrative Agent (such consent not to be unreasonably withheld or delayed),
without notice to any Credit Party or to any other Person (other than
Administrative Agent), any such notice being hereby expressly waived, to set off
and to appropriate and to apply any and all deposits (general or special,
including Indebtedness evidenced by certificates of deposit, whether matured or
unmatured, but not including trust accounts) and any other Indebtedness at any
time held or owing by such Lender to or for the credit or the account of any
Credit Party against and on account of the obligations and liabilities of any
Credit Party to such Lender hereunder, the Letters of Credit and participations
therein and under the other Credit Documents, including all claims of any nature
or description arising out of or connected hereto, the Letters of Credit and
participations therein or with any other Credit Document, irrespective of
whether or not (a) such Lender shall have made any demand hereunder or (b) the
principal of or the interest on the Loans or any amounts in respect of the
Letters of Credit or any other amounts due hereunder shall have become due and
payable pursuant to Section 2 and although such obligations and liabilities, or
any of them, may be contingent or unmatured. Each Credit Party hereby further
grants to Administrative Agent and each Lender a security interest in all
Deposit Accounts maintained with Administrative Agent or such Lender as security
for the Obligations.

                                      106

<PAGE>


     10.5.   Amendments and Waivers.

             (a)    Requisite Lenders' Consent. Subject to Sections 10.5(b) and
                    --------------------------
10.5(c), no amendment, modification, termination or waiver of any provision of
the Credit Documents, or consent to any departure by any Credit Party therefrom,
shall in any event be effective without the written concurrence of the Requisite
Lenders.

             (b)    Affected Lenders' Consent. Without the written consent of
                    -------------------------
each Lender (other than a Defaulting Lender) that would be affected thereby, no
amendment, modification, termination, or consent shall be effective if the
effect thereof would:

                  (i)     extend the scheduled final maturity of any Loan or
Note;

                  (ii)    waive, reduce or postpone any scheduled repayment (but
not prepayment);

                  (iii)   extend the stated expiration date of any Letter of
Credit beyond the Revolving Commitment Termination Date;

                  (iv)    reduce the rate of interest on any Loan (other than
any waiver of any increase in the interest rate applicable to any Loan pursuant
to Section 2.8) or any fee payable hereunder, or any premium payable pursuant to
Section 2.13(d);

                  (v)     extend the time for payment of any such interest or
fees, or any premium payable pursuant to Section 2.13(d);

                  (vi)    amend, modify, terminate or waive any provision of
this Section 10.5(b) or Section 10.5(c);

                  (vii)   amend the definition of "Requisite Lenders" or "Pro
Rata Share"; provided, with the consent of Requisite Lenders, additional
             --------
extensions of credit pursuant hereto may be included in the determination of
"Requisite Lenders" or "Pro Rata Share" on substantially the same basis as the
Term Loan Commitments, the Term Loans, the Revolving Commitments and the
Revolving Loans are included on the Closing Date;

                  (viii)  release all or substantially all of the Collateral or
any material Guarantor from the Guaranty except as expressly provided in the
Credit Documents; provided, however, that any release of less than substantially
                  --------  -------
all of the Collateral (other than as expressly provided in the Credit Documents)
shall require the vote of Lenders having or holding Term Loan Exposure and/or
Revolving Exposure representing more than 66 2/3% of the sum of (i) the
aggregate Term Loan Exposure of all Lenders and (ii) the aggregate Revolving
Exposure of all Lenders.

                  (ix)    consent to the assignment or transfer by any Credit
Party of any of its rights and obligations under any Credit Document except as
expressly provided in any Credit Document.

                                      107

<PAGE>


             (c)    Other Consents. No amendment, modification, termination or
                    --------------
waiver of any provision of the Credit Documents, or consent to any departure by
any Credit Party therefrom, shall:

                  (i)     increase any Revolving Commitment of any Lender over
the amount thereof then in effect without the consent of such Lender; provided,
                                                                      --------
no amendment, modification or waiver of any condition precedent, covenant,
Default or Event of Default shall constitute an increase in any Revolving
Commitment of any Lender;

                  (ii)    amend the definition of "Requisite Class Lenders"
without the consent of Requisite Class Lenders of each Class; provided, with the
                                                              --------
consent of the Requisite Lenders, additional extensions of credit pursuant
hereto may be included in the determination of such "Requisite Class Lenders" on
substantially the same basis as the Term Loan Commitments, the Term Loans, the
Revolving Commitments and the Revolving Loans are included on the Closing Date;

                  (iii)   alter the required application of any repayments or
prepayments as between Classes pursuant to Section 2.13 without the consent of
Requisite Class Lenders of each Class which is being allocated a lesser
repayment or prepayment as a result thereof; provided, Requisite Lenders may
                                             --------
waive, in whole or in part, any prepayment so long as the application, as
between Classes, of any portion of such prepayment which is still required to be
made is not altered;

                  (iv)    amend, modify, terminate or waive any obligation of
Lenders relating to the purchase of participations in Letters of Credit as
provided in Section 2.22(e) without the written consent of Administrative Agent
and of Issuing Bank;

                  (v)     amend, modify, terminate or waive any provision of
Section 9 as the same applies to any Agent, or any other provision hereof as the
same applies to the rights or obligations of any Agent, in each case without the
consent of such Agent; or

                  (vi)    have the effect (either immediately or at some later
time) of enabling the Borrower to satisfy a condition precedent to the making of
a Revolving Loan or the issuance of a Letter of Credit unless such amendment,
modification or waiver shall have been consented to by the holders of at least
51% of the Revolving Loan Commitments.

             (d)    Execution of Amendments, etc. Administrative Agent may, but
                    -----------------------------
shall have no obligation to, with the concurrence of any Lender, execute
amendments, modifications, waivers or consents on behalf of such Lender. Any
waiver or consent 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 Credit
Party in any case shall entitle any Credit Party to any other or further notice
or demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this Section 10.5
shall be binding upon each Lender at the time outstanding, each future Lender
and, if signed by a Credit Party, on such Credit Party.

                                      108

<PAGE>


     10.6.   Successors and Assigns; Participations.

             (a)    Generally. This Agreement shall be binding upon the parties
                    ---------
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders. No
Credit Party's rights or obligations hereunder nor any interest therein may be
assigned or delegated by any Credit Party without the prior written consent of
all Lenders. Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, Affiliates of each of the Agents and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.

             (b)    Register. Company, Administrative Agent and Lenders shall
                    --------
deem and treat the Persons listed as Lenders in the Register as the holders and
owners of the corresponding Commitments and Loans listed therein for all
purposes hereof, and no assignment or transfer of any such Commitment or Loan
shall be effective, in each case, unless and until an Assignment Agreement
effecting the assignment or transfer thereof shall have been delivered to and
accepted by Administrative Agent and recorded in the Register as provided in
Section 10.6(e). Prior to such recordation, all amounts owed with respect to the
applicable Commitment or Loan shall be owed to the Lender listed in the Register
as the owner thereof, and any request, authority or consent of any Person who,
at the time of making such request or giving such authority or consent, is
listed in the Register as a Lender shall be conclusive and binding on any
subsequent holder, assignee or transferee of the corresponding Commitments or
Loans.

             (c)    Right to Assign. Each Lender shall have the right at any
                    ---------------
time to sell, assign or transfer all or a portion of its rights and obligations
under this Agreement, including, without limitation, all or a portion of its
Commitment or Loans owing to it or other Obligation (provided, however, that
                                                     --------  -------
each such assignment shall be of a uniform, and not varying, percentage of all
rights and obligations under and in respect of any Loan and any related
Commitments):

                  (i)     to any Person meeting the criteria of clause (i) of
the definition of the term of "Eligible Assignee" upon the giving of notice to
Company and Administrative Agent; and

                  (ii)    to any Person meeting the criteria of clause (ii) of
the definition of the term of "Eligible Assignee" and, in the case of
assignments of Revolving Loans or Revolving Commitments to any such Person,
consented to (A) in the case of assignments of Revolving Loans or Revolving
Commitments, Administrative Agent and Issuing Bank (in their sole discretion,
except in the case of an assignment by GSCP to a bank, such consent not to be
unreasonably withheld) and Company and (B) in all other cases, by each of
Company and Administrative Agent and, (such consent in the case of clause (A)
with respect to Company and in the case of clause B with respect to Company and
Administrative Agent, not to be (x) unreasonably withheld or delayed or, (y) in
the case of Company, required at any time an Event of Default shall have
occurred and then be continuing); provided, further each such assignment
                                  --------
pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less
than $1,000,000 (or such lesser amount as may be agreed to by Company,
Administrative Agent and Issuing Bank

                                      109

<PAGE>


or as shall constitute the aggregate amount of the Term Loans, Revolving
Commitments and Revolving Loans of the assigning Lender) with respect to the
assignment of the Term Loans, Revolving Commitments and Revolving Loans.

             (d)    Mechanics. The assigning Lender and the assignee thereof
                    ---------
shall execute and deliver to Administrative Agent an Assignment Agreement,
together with (i) except in the case of assignments by or to GSCP, a processing
and recordation fee of $500 in the case of assignments pursuant to Section
10.6(c)(i), and $2,000 in the case of all other assignments (except that only
one fee shall be payable in the case of contemporaneous assignments to Related
Funds), and (ii) such forms, certificates or other evidence, if any, with
respect to United States federal income tax withholding matters as the assignee
under such Assignment Agreement may be required to deliver to Administrative
Agent pursuant to Section 2.18(c).

             (e)    Notice of Assignment. Upon its receipt of a duly executed
                    --------------------
and completed Assignment Agreement, together with the processing and recordation
fee referred to in Section 10.6(d) (and any forms, certificates or other
evidence required by this Agreement in connection therewith), Administrative
Agent shall record the information contained in such Assignment Agreement in the
Register, shall give prompt notice thereof to Company and shall maintain a copy
of such Assignment Agreement.

             (f)    Representations and Warranties of Assignee. Each Lender,
                    ------------------------------------------
upon execution and delivery hereof or upon executing and delivering an
Assignment Agreement, as the case may be, represents and warrants as of the
Closing Date or as of the applicable Effective Date (as defined in the
applicable Assignment Agreement) that (i) it is an Eligible Assignee; (ii) it
has experience and expertise in the making of or investing in commitments or
loans such as the applicable Commitments or Loans, as the case may be; and (iii)
it will make or invest in, as the case may be, its Commitments or Loans for its
own account in the ordinary course of its business and without a view to
distribution of such Commitments or Loans within the meaning of the Securities
Act or the Exchange Act or other federal securities laws (it being understood
that, subject to the provisions of this Section 10.6, the disposition of such
Commitments or Loans or any interests therein shall at all times remain within
its exclusive control).

             (g)    Effect of Assignment. Subject to the terms and conditions of
                    --------------------
this Section 10.6, as of the "Effective Date" specified in the applicable
Assignment Agreement: (i) the assignee thereunder shall have the rights and
obligations of a "Lender" hereunder to the extent such rights and obligations
hereunder have been assigned to it pursuant to such Assignment Agreement and
shall thereafter be a party hereto and a "Lender" for all purposes hereof; (ii)
the assigning Lender thereunder shall, to the extent that rights and obligations
hereunder have been assigned thereby pursuant to such Assignment Agreement,
relinquish its rights (other than any rights which survive the termination
hereof under Section 10.8) and be released from its obligations hereunder (and,
in the case of an Assignment Agreement covering all or the remaining portion of
an assigning Lender's rights and obligations hereunder, such Lender shall cease
to be a party hereto); provided, anything contained in any of the Credit
                       --------
Documents to the contrary notwithstanding, (y) Issuing Bank shall continue to
have all rights and obligations thereof with respect to such Letters of Credit
until the cancellation or expiration of such Letters

                                      110

<PAGE>


of Credit and the reimbursement of any amounts drawn thereunder and (z) such
assigning Lender shall continue to be entitled to the benefit of all indemnities
hereunder as specified herein with respect to matters arising out of the prior
involvement of such assigning Lender as a Lender hereunder; (iii) the
Commitments shall be modified to reflect the Commitment of such assignee and any
Revolving Commitment of such assigning Lender, if any; and if any such
assignment occurs after the issuance of any Note hereunder, the assigning Lender
shall, upon the effectiveness of such assignment or as promptly thereafter as
practicable, surrender its applicable Notes to Administrative Agent for
cancellation, and thereupon Company shall issue and deliver new Notes, if so
requested by the assignee and/or assigning Lender, to such assignee and/or to
such assigning Lender, with appropriate insertions, to reflect the new Revolving
Commitments and/or outstanding Loans of the assignee and/or the assigning
Lender.

             (h)    Participations. Each Lender shall have the right at any time
                    --------------
to sell one or more participations to any Person (other than Company, any of its
Subsidiaries or any of its Affiliates) in all or any part of its Commitments,
Loans or in any other Obligation. The holder of any such participation, other
than an Affiliate of the Lender granting such participation, shall not be
entitled to require such Lender to take or omit to take any action hereunder
except with respect to any amendment modification or waiver that would (i)
extend the final scheduled maturity of any Loan, Note or Letter of Credit
(unless such Letter of Credit is not extended beyond the Revolving Commitment
Termination Date) in which such participant is participating, or reduce the rate
or extend the time of payment of interest or fees thereon (except in connection
with a waiver of applicability of any post-default increase in interest rates)
or reduce the principal amount thereof, or increase the amount of the
participant's participation over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Commitment shall not constitute a change in the terms of such
participation, and that an increase in any Commitment or Loan shall be permitted
without the consent of any participant if the participant's participation is not
increased as a result thereof), (ii) consent to the assignment or transfer by
any Credit Party of any of its rights and obligations under this Agreement or
(iii) release all or substantially all of the Collateral under the Collateral
Documents (except as expressly provided in the Credit Documents) supporting the
Loans hereunder in which such participant is participating. Company agrees that
each participant shall be entitled to the benefits of Sections 2.16(c), 2.17 and
2.18 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (c) of this Section; provided, (i) a
                                                      --------
participant shall not be entitled to receive any greater payment under Section
2.16, 2.17 or 2.18 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such participant, unless the
sale of the participation to such participant is made with Company's prior
written consent and (ii) a participant that would be a Non-US Lender if it were
a Lender shall not be entitled to the benefits of Section 2.18 unless Company is
notified of the participation sold to such participant and such participant
agrees, for the benefit of Company, to comply with Section 2.18 as though it
were a Lender. To the extent permitted by law, each participant also shall be
entitled to the benefits of Section 10.4 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.15 as though it were a
Lender.

                                      111

<PAGE>


             (i)    Certain Other Assignments. In addition to any other
                    -------------------------
assignment permitted pursuant to this Section 10.6, (i) any Lender may assign
and pledge all or any portion of its Loans, the other Obligations owed to such
Lender, and its Notes, if any, to any Federal Reserve Bank as collateral
security pursuant to Regulation A of the Board of Governors of the Federal
Reserve System and any operating circular issued by such Federal Reserve Bank,
and (ii) with the consent of Administrative Agent (such consent not to be
unreasonably withheld) any Lender which is an investment fund may pledge all or
any portion of its Notes, if any, or Loans to its trustee or other
representative or financing party in support of its obligations to such trustee
or other representative or financing party; provided, no Lender, as between
                                            --------
Company and such Lender, shall be relieved of any of its obligations hereunder
as a result of any such assignment and pledge, and provided further, in no event
                                                   -------- -------
shall the applicable Federal Reserve Bank or trustee be considered to be a
"Lender" or be entitled to require the assigning Lender to take or omit to take
any action hereunder.

     10.7.   Independence of Covenants. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or would otherwise be within the limitations of, another covenant shall not
avoid the occurrence of a Default or an Event of Default if such action is taken
or condition exists.

     10.8.   Survival of Representations, Warranties and Agreements. All
representations, warranties and agreements made herein shall survive the
execution and delivery hereof and the making of any Credit Extension.
Notwithstanding anything herein or implied by law to the contrary, the
agreements of each Credit Party set forth in Sections 2.16(c), 2.17, 2.18, 10.2,
10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.11(c)(v),
2.15 and 9.6 shall survive the payment of the Loans, the cancellation or
expiration of the Letters of Credit and the reimbursement of any amounts drawn
thereunder, and the termination hereof.

     10.9.   No Waiver; Remedies Cumulative. No failure or delay on the part of
any Agent or any Lender in the exercise of any power, right or privilege
hereunder or under any other Credit Document shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence therein,
nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other power, right or
privilege. The rights, powers and remedies given to each Agent and each Lender
hereby are cumulative and shall be in addition to and independent of all rights,
powers and remedies existing by virtue of any statute or rule of law or in any
of the other Credit Documents or any of the Hedge Agreements. Any forbearance or
failure to exercise, and any delay in exercising, any right, power or remedy
hereunder shall not impair any such right, power or remedy or be construed to be
a waiver thereof, nor shall it preclude the further exercise of any such right,
power or remedy.

     10.10.  Marshalling; Payments Set Aside. Neither any Agent nor any Lender
shall be under any obligation to marshal any assets in favor of any Credit Party
or any other Person or against or in payment of any or all of the Obligations.
To the extent that any Credit Party makes a payment or payments to
Administrative Agent or Lenders (or to Administrative Agent, on

                                      112

<PAGE>


behalf of Lenders), or Administrative Agent or Lenders enforce any security
interests or exercise their rights of setoff, and such payment or payments or
the proceeds of such enforcement or setoff or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, any other state or federal law, common law or any equitable
cause, then, to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied, and all Liens, rights and remedies therefor
or related thereto, shall be revived and continued in full force and effect as
if such payment or payments had not been made or such enforcement or setoff had
not occurred.

     10.11.  Severability. In case any provision in or obligation hereunder or
any Note shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

     10.12.  Obligations Several; Independent Nature of Lenders' Rights. The
obligations of Lenders hereunder are several and no Lender shall be responsible
for the obligations or Commitment of any other Lender hereunder. Nothing
contained herein or in any other Credit Document, and no action taken by Lenders
pursuant hereto or thereto, shall be deemed to constitute Lenders as a
partnership, an association, a joint venture or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled to protect and enforce its
rights arising out hereof and it shall not be necessary for any other Lender to
be joined as an additional party in any proceeding for such purpose.

     10.13.  Headings. Section headings herein are included herein for
convenience of reference only and shall not constitute a part hereof for any
other purpose or be given any substantive effect.

     10.14.  APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401
AND SECTION 5-1402 OF THE GENERAL OBLIGATION LAW OF THE STATE OF NEW YORK)
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

     10.15.  CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST
ANY OF THE PARTIES HEREUNDER ARISING OUT OF OR RELATING HERETO OR ANY OTHER
CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR
FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW
YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH OF THE PARTIES HEREUNDER,
FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS
GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF

                                      113

<PAGE>


SUCH COURTS; (b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT
SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY
AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (d) AGREES THAT SERVICE
AS PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION
OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (e)
AGREES EACH OF THE PARTIES HEREUNDER RETAIN THE RIGHT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST EACH OF THE
PARTIES HEREUNDER IN THE COURTS OF ANY OTHER JURISDICTION.

     10.16.  WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO
WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR
ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND
ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT
EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH
PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER
WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION
10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR
ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     10.17.  Confidentiality. Each Lender shall hold all non-public information
regarding Company and its business identified as such by Company and obtained by
such Lender pursuant to the requirements hereof in accordance with such Lender's
customary procedures for handling

                                      114

<PAGE>


confidential information of such nature, it being understood and agreed by
Company that, in any event, a Lender may make (i) disclosures of such
information to Affiliates of such Lender and to their agents and advisors (and
to other persons authorized by a Lender or Agent to organize, present or
disseminate such information in connection with disclosures otherwise made in
accordance with this Section 10.17), (ii) disclosures of such information
reasonably required by any bona fide or potential assignee, transferee or
participant in connection with the contemplated assignment, transfer or
participation by such Lender of any Loans or any participations therein or by
any direct or indirect contractual counterparties (or the professional advisors
thereto) in Hedge Agreements (provided, such assignees, transferees,
participants, counterparties and advisors are advised of and agree to be bound
by the provisions of this Section 10.17) and (iii) disclosures required or
requested by any governmental agency or representative thereof or by the NAIC or
pursuant to legal process; provided, unless specifically prohibited by
                           --------
applicable law or court order, each Lender shall make reasonable efforts to
notify Company of any request by any governmental agency or representative
thereof (other than any such request in connection with any examination of the
financial condition or other routine examination of such Lender by such
governmental agency) for disclosure of any such non-public information prior to
disclosure of such information.

     10.18.  Usury Savings Clause. Notwithstanding any other provision herein,
the aggregate interest rate charged with respect to any of the Obligations,
including all charges or fees in connection therewith deemed in the nature of
interest under applicable law shall not exceed the Highest Lawful Rate. If the
rate of interest (determined without regard to the preceding sentence) under
this Agreement at any time exceeds the Highest Lawful Rate, the outstanding
amount of the Loans made hereunder shall bear interest at the Highest Lawful
Rate until the total amount of interest due hereunder equals the amount of
interest which would have been due hereunder if the stated rates of interest set
forth in this Agreement had at all times been in effect. In addition, if when
the Loans made hereunder are repaid in full the total interest due hereunder
(taking into account the increase provided for above) is less than the total
amount of interest which would have been due hereunder if the stated rates of
interest set forth in this Agreement had at all times been in effect, then to
the extent permitted by law, Company shall pay to Administrative Agent an amount
equal to the difference between the amount of interest paid and the amount of
interest which would have been paid if the Highest Lawful Rate had at all times
been in effect. Notwithstanding the foregoing, it is the intention of Lenders
and Company to conform strictly to any applicable usury laws. Accordingly, if
any Lender contracts for, charges, or receives any consideration which
constitutes interest in excess of the Highest Lawful Rate, then any such excess
shall be cancelled automatically and, if previously paid, shall at such Lender's
option be applied to the outstanding amount of the Loans made hereunder or be
refunded to Company.

     10.19.  Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.

                                      115

<PAGE>

     10.20. Effectiveness. This Agreement shall become effective upon the
execution of a counterpart hereof by each of the parties hereto and receipt by
Company and Administrative Agent of written or telephonic notification of such
execution and authorization of delivery thereof.

                  [Remainder of page intentionally left blank]

                                      116



<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

                                     IPC ACQUISITION CORP.

                                     By: /s/ Timothy Whelan
                                         ---------------------------------------
                                            Name:
                                            Title:

                                     IPC INFORMATION SYSTEMS, INC.

                                     By: /s/ Timothy Whelan
                                         ---------------------------------------
                                            Name:
                                            Title:

                                     IPC FUNDING CORP.

                                     By: /s/ Timothy Whelan
                                         ---------------------------------------
                                            Name:
                                            Title:

                                     V BAND CORPORATION

                                     By: /s/ Timothy Whelan
                                         ---------------------------------------
                                            Name:
                                            Title:

                                     IPC INFORMATION SYSTEMS FAR EAST INC.

                                     By: /s/ Timothy Whelan
                                         ---------------------------------------
                                            Name:
                                            Title:

                                      S-1

<PAGE>

                           GOLDMAN SACHS CREDIT PARTNERS L.P.
                           as Sole Lead Arranger, Syndication Agent and a Lender


                           By: /s/ Robert Wagner
                               ---------------------------------------
                                  Authorized Signatory

                                      S-2






<PAGE>

                            THE BANK OF NOVA SCOTIA,
                            as Administrative Agent, Collateral Agent, Issuing
                            Bank and a Lender

                            By: /s/ John Hopmans
                                ---------------------------------------
                                   Name:
                                   Title:

                                      S-3

<PAGE>

                                        GENERAL ELECTRIC CAPITAL CORPORATION,
                                        as Documentation Agent and a Lender

                                        By: /s/ Stephen Isaacs
                                            ------------------------------------
                                                Name:
                                                Title:

                                      S-4

<PAGE>

                                                                    APPENDIX A-1
                                                TO CREDIT AND GUARANTY AGREEMENT

                              Term Loan Commitments

<TABLE>
<CAPTION>
=======================================================================================================
           Lender                                Term Loan Commitment               Pro Rata Share
=======================================================================================================
<S>                                              <C>                                <C>
Goldman Sachs Credit Partners L.P.                    $ 85,000,000                       80.95%
-------------------------------------------------------------------------------------------------------
General Electric Capital Corporation                  $ 20,000,000                       19.05%
-------------------------------------------------------------------------------------------------------
           Total                                      $105,000,000                         100%
=======================================================================================================
</TABLE>

                                      A-1




<PAGE>

                                                                    APPENDIX A-2
                                                TO CREDIT AND GUARANTY AGREEMENT

                              Revolving Commitments

<TABLE>
<CAPTION>
====================================================================================================================
               Lender                       Revolving Commitment                   Pro Rata Share

====================================================================================================================
<S>                                         <C>                                    <C>
The Bank of Nova Scotia                         $15,000,000                             100%
--------------------------------------------------------------------------------------------------------------------
               Total                            $15,000,000                             100%
====================================================================================================================
</TABLE>

                                      A-2




<PAGE>

                                                                      APPENDIX B
                                                TO CREDIT AND GUARANTY AGREEMENT

                                Notice Addresses

IPC ACQUISITION CORP.
         88 Pine Street
         New York, NY 10005
         Attention: Jim Engler
         Telecopier: (212) 858-6965

IPC INFORMATION SYSTEMS, INC.
         88 Pine Street
         New York, NY 10005
         Attention: Jim Engler
         Telecopier: (212) 858-6965

IPC FUNDING CORP.
         88 Pine Street
         New York, NY 10005
         Attention: Jim Engler
         Telecopier: (212) 858-6965

V BAND CORPORATION
         88 Pine Street
         New York, NY 10005
         Attention: Jim Engler
         Telecopier: (212) 858-6965

                                      B-1


<PAGE>

IPC INFORMATION SYSTEMS FAR EAST INC.
         88 Pine Street
         New York, NY 10005
         Attention: Jim Engler
         Telecopier: (212) 858-6965


in each case, with a copy to:
         88 Pine Street
         New York, NY 10005
         Attention: Tim Whelan
         Telecopier: (212) 858-6965

                                      B-2



<PAGE>

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Sole Lead Arranger, Syndication Agent and a Lender
         Goldman Sachs Credit Partners L.P.
         85 Broad Street
         New York, New York 10004
         Attention: Stephen King
         Telecopier: (212) 357-0932

with a copy to:
         Goldman Sachs Credit Partners L.P.
         85 Broad Street
         New York, New York 10004
         Attention: Barbara Aaron
         Telecopier: (212) 357-4597

                                      B-3



<PAGE>

THE BANK OF NOVA SCOTIA,
as Administrative Agent, Collateral Agent, Issuing Bank
and a Lender

Administrative Agent's Principal Office:
         One Liberty Plaza
         26/th/ Floor
         New York, New York 10006
         Attention: Kevin McCarthy
         Telecopier: (212) 506-0996

with a copy to:
         One Liberty Plaza
         24/th/ Floor
         New York, New York 10006
         Attention: Kevin Scheinkops
         Telecopier: (212) 225-5145

Issuing Bank's Principal Office:
         One Liberty Plaza
         26/th/ Floor
         New York, New York 10006
         Attention: Kevin McCarthy
         Telecopier: (212) 506-0996

with a copy to:
         One Liberty Plaza
         24/th/ Floor
         New York, New York 10006
         Attention: Kevin Scheinkops
         Telecopier: (212) 225-5145

                                      B-4

<PAGE>

GENERAL ELECTRIC CAPITAL CORPORATION,
as Documentation Agent and a Lender

         GE CAPITAL COMMERCIAL FINANCE, INC.
         500 W. Monroe St.
         Chicago, IL 60661
         Attention: Stephen Isaacs
         Telecopier: (312) 441-7367

                                      B-5