Exhibit 3.1



                      $10,000,000 REVOLVING CREDIT FACILITY
                      $15,000,000 REVOLVING CREDIT FACILITY
                      AMENDED AND RESTATED CREDIT AGREEMENT
                                  by and among
                              COMPUDYNE CORPORATION
                                 as the Borrower
                                       and
                                 the GUARANTORS
                                       and
                             the BANKS PARTY HERETO
                                       and
                    PNC BANK, NATIONAL ASSOCIATION, as Agent
                              Dated March 31, 2004




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                                TABLE OF CONTENTS

Section                                                                                                        Page
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<S>      <C>                                                                                                     <C>
1.       CERTAIN DEFINITIONS......................................................................................2
         1.1      Certain Definitions.............................................................................2
         1.2      Construction...................................................................................24
                  1.2.1.       Number; Inclusion.................................................................24
                  1.2.2.       Determination.....................................................................24
                  1.2.3.       Agent's Discretion and Consent....................................................24
                  1.2.4.       Documents Taken as a Whole........................................................24
                  1.2.5.       Headings..........................................................................24
                  1.2.6.       Implied References to this Agreement..............................................24
                  1.2.7.       Persons...........................................................................24
                  1.2.8.       Modifications to Documents........................................................24
                  1.2.9.       From, To and Through..............................................................25
                  1.2.10.      Shall; Will.......................................................................25
         1.3      Accounting Principles..........................................................................25
         1.4      Concerning Corporate Terms.....................................................................25


2.       REVOLVING CREDIT FACILITY A.............................................................................25
         2.1      Revolving Credit Facility A Commitments........................................................25
         2.2      Nature of Banks' Obligations with Respect to Revolving Credit Facility A Loans.................26
         2.3      Commitment Fees................................................................................26
         2.4      Revolving Credit Loan Requests.................................................................27
         2.5      Making Revolving Credit Facility A Loans.......................................................27
         2.6      Revolving Credit Facility A Notes..............................................................28
         2.7      Use of Proceeds................................................................................28
         2.8      Letter of Credit Subfacility...................................................................28
                  2.8.1.       Issuance of Letter of Credit......................................................28
                  2.8.2.       Letter of Credit Fees.............................................................28
                  2.8.3.       Disbursements, Reimbursement......................................................29
                  2.8.4.       Repayment of Participation Advances...............................................30
                  2.8.5.       Documentation.....................................................................30
                  2.8.6.       Determinations to Honor Drawing Requests..........................................30
                  2.8.7.       Nature of Participation and Reimbursement Obligations.............................30
                  2.8.8.       Indemnity.........................................................................31
                  2.8.9.       Liability for Acts and Omissions..................................................31
                  2.8.10.      Special Provisions for Second Norment Letter of Credit............................32
         2.9      Borrowings to Repay Swing Line Loans...........................................................35

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                                      -i-
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<S>      <C>                                                                                                     <C>
3.       REVOLVING CREDIT FACILITY B.............................................................................36
         3.1      Revolving Credit Facility B Commitments........................................................36
         3.2      Nature of Banks' Obligations with Respect to Revolving Credit Facility B Loans.................36
         3.3      Commitment Fees................................................................................37
         3.4      Revolving Credit Loan Requests.................................................................37
         3.5      Making Revolving Credit Facility B Loans.......................................................38
         3.6      Revolving Credit Facility B Notes..............................................................38
         3.7      Use of Proceeds................................................................................38


4.       INTEREST RATES..........................................................................................38
         4.1      Interest Rate Options..........................................................................38
                  4.1.1.       Revolving Credit Interest Rate Options............................................39
                  4.1.2.       Rate Quotations...................................................................39
         4.2      Interest Periods...............................................................................39
                  4.2.1.       Amount of Borrowing Tranche.......................................................39
                  4.2.2.       Renewals..........................................................................39
         4.3      Interest After Default.........................................................................39
                  4.3.1.       Letter of Credit Fees, Interest Rate..............................................39
                  4.3.2.       Other Obligations.................................................................40
                  4.3.3.       Acknowledgment....................................................................40
         4.4      Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.................40
                  4.4.1.       Unascertainable...................................................................40
                  4.4.2.       Illegality; Increased Costs; Deposits Not Available...............................40
                  4.4.3.       Agent's and Bank's Rights.........................................................40
         4.5      Selection of Interest Rate Options.............................................................41


5.       PAYMENTS................................................................................................41
         5.1      Payments.......................................................................................41
         5.2      Pro Rata Treatment of Banks....................................................................42
         5.3      Interest Payment Dates.........................................................................42
         5.4      Voluntary Prepayments..........................................................................42
                  5.4.1.       Right to Prepay...................................................................42
                  5.4.2.       Replacement of a Bank.............................................................43
                  5.4.3.       Change of Lending Office..........................................................44
         5.5      Mandatory Prepayments..........................................................................44
                  5.5.1.       Excess Outstandings...............................................................44
                  5.5.2.       Application Among Interest Rate Options...........................................44

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                                      -ii-
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<S>      <C>                                                                                                    <C>
         5.6      Additional Compensation in Certain Circumstances...............................................44
                  5.6.1.       Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy
                               Requirements, Expenses, Etc.......................................................44
                  5.6.2.       Indemnity.........................................................................45


6.       REPRESENTATIONS AND WARRANTIES..........................................................................46
         6.1      Representations and Warranties.................................................................46
                  6.1.1.       Organization and Qualification....................................................46
                  6.1.2.       Capitalization and Ownership......................................................46
                  6.1.3.       Subsidiaries......................................................................46
                  6.1.4.       Power and Authority...............................................................47
                  6.1.5.       Validity and Binding Effect.......................................................47
                  6.1.6.       No Conflict.......................................................................47
                  6.1.7.       Litigation........................................................................47
                  6.1.8.       Title to Properties...............................................................48
                  6.1.9.       Financial Statements..............................................................48
                  6.1.10.      Use of Proceeds; Margin Stock; Section 20 Subsidiaries............................48
                  6.1.11.      Full Disclosure...................................................................49
                  6.1.12.      Taxes.............................................................................49
                  6.1.13.      Consents and Approvals............................................................49
                  6.1.14.      No Event of Default; Compliance with Instruments..................................50
                  6.1.15.      Patents, Trademarks, Copyrights, Licenses, Etc....................................50
                  6.1.16.      Security Interests................................................................50
                  6.1.17.      Status of the Pledged Collateral..................................................50
                  6.1.18.      Insurance.........................................................................51
                  6.1.19.      Compliance with Laws..............................................................51
                  6.1.20.      Material Contracts; Burdensome Restrictions.......................................51
                  6.1.21.      Investment Companies; Regulated Entities..........................................51
                  6.1.22.      Plans and Benefit Arrangements....................................................52
                  6.1.23.      Employment Matters................................................................52
                  6.1.24.      Environmental Matters.............................................................53
                  6.1.25.      Senior Debt Status................................................................54
         6.2      Updates to Schedules...........................................................................55


7.       CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT.................................................55
         7.1      First Loans and Letters of Credit..............................................................55
                  7.1.1.       Officer's Certificate.............................................................55
                  7.1.2.       Secretary's Certificate...........................................................55
                  7.1.3.       Delivery of Loan Documents........................................................56

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<S>               <C>                                                                                           <C>
                  7.1.4.       Opinion of Counsel................................................................56
                  7.1.5.       Legal Details.....................................................................56
                  7.1.6.       Payment of Fees...................................................................56
                  7.1.7.       Projections.......................................................................56
                  7.1.8.       Consents..........................................................................57
                  7.1.9.       Intentionally Omitted.............................................................57
                  7.1.10.      No Violation of Laws..............................................................57
                  7.1.11.      No Actions or Proceedings.........................................................57
                  7.1.12.      Insurance Policies; Certificates of Insurance; Endorsements.......................57
                  7.1.13.      Filing Receipts...................................................................57
                  7.1.14.      Title Insurance...................................................................57
                  7.1.15.      Landlord's Waiver.................................................................57
                  7.1.16.      Closing Fee.......................................................................58
         7.2      Each Additional Loan or Letter of Credit.......................................................58


8.       COVENANTS...............................................................................................58
         8.1      Affirmative Covenants..........................................................................58
                  8.1.1.       Preservation of Existence, Etc....................................................58
                  8.1.2.       Payment of Liabilities, Including Taxes, Etc......................................58
                  8.1.3.       Maintenance of Insurance..........................................................59
                  8.1.4.       Maintenance of Properties and Leases..............................................60
                  8.1.5.       Maintenance of Patents, Trademarks, Etc...........................................60
                  8.1.6.       Visitation Rights.................................................................60
                  8.1.7.       Keeping of Records and Books of Account...........................................60
                  8.1.8.       Plans and Benefit Arrangements....................................................60
                  8.1.9.       Compliance with Laws..............................................................61
                  8.1.10.      Use of Proceeds...................................................................61
                  8.1.11.      Further Assurances................................................................61
                  8.1.12.      Subordination of Intercompany Loans...............................................61
                  8.1.13.      Interest Rate Hedging.............................................................61
                  8.1.14.      Compliance with 2004 Indenture....................................................61
         8.2      Negative Covenants.............................................................................61
                  8.2.1.       Indebtedness......................................................................62
                  8.2.2.       Liens.............................................................................62
                  8.2.3.       Guaranties........................................................................62
                  8.2.4.       Loans and Investments.............................................................62
                  8.2.5.       Dividends and Related Distributions...............................................63
                  8.2.6.       Liquidations, Mergers, Consolidations, Acquisitions...............................63
                  8.2.7.       Dispositions of Assets or Subsidiaries............................................64
                  8.2.8.       Affiliate Transactions............................................................65

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<S>               <C>                                                                                           <C>
                  8.2.9.       Subsidiaries, Partnerships and Joint Ventures.....................................65
                  8.2.10.      Continuation of or Change in Business.............................................65
                  8.2.11.      Plans and Benefit Arrangements....................................................65
                  8.2.12.      Fiscal Year.......................................................................66
                  8.2.13.      Issuance of Stock.................................................................66
                  8.2.14.      Changes in Organizational Documents...............................................66
                  8.2.15.      Capital Expenditures and Leases...................................................66
                  8.2.16.      Minimum Fixed Charge Coverage Ratio...............................................67
                  8.2.17.      Maximum Leverage Ratio............................................................67
                  8.2.18.      Minimum Consolidated Tangible Net Worth...........................................67
         8.3      Reporting Requirements.........................................................................67
                  8.3.1.       Quarterly Financial Statements....................................................67
                  8.3.2.       Annual Financial Statements.......................................................67
                  8.3.3.       Certificate of the Borrower.......................................................68
                  8.3.4.       Borrowing Base Certificate........................................................68
                  8.3.5.       Notice of Default.................................................................68
                  8.3.6.       Notice of Litigation..............................................................69
                  8.3.7.       Certain Events....................................................................69
                  8.3.8.       Budgets, Forecasts, Other Reports and Information.................................69
                  8.3.9.       Notices Regarding Plans and Benefit Arrangements..................................69


9.       DEFAULT.................................................................................................70
         9.1      Events of Default..............................................................................70
                  9.1.1.       Payments Under Loan Documents.....................................................70
                  9.1.2.       Breach of Warranty................................................................71
                  9.1.3.       Breach of Negative Covenants or Visitation Rights.................................71
                  9.1.4.       Breach of Other Covenants.........................................................71
                  9.1.5.       Defaults in Other Agreements or Indebtedness......................................71
                  9.1.6.       Final Judgments or Orders.........................................................71
                  9.1.7.       Loan Document Unenforceable.......................................................71
                  9.1.8.       Uninsured Losses; Proceedings Against Assets......................................72
                  9.1.9.       Notice of Lien or Assessment......................................................72
                  9.1.10.      Insolvency........................................................................72
                  9.1.11.      Events Relating to Plans and Benefit Arrangements.................................72
                  9.1.12.      Cessation of Business.............................................................73
                  9.1.13.      Change of Control.................................................................73
                  9.1.14.      Involuntary Proceedings...........................................................73
                  9.1.15.      Voluntary Proceedings.............................................................73
         9.2      Consequences of Event of Default...............................................................73
                  9.2.1.       Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings.73

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                                      -v-
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<S>               <C>                                                                                           <C>
                  9.2.2.       Bankruptcy, Insolvency or Reorganization Proceedings..............................74
                  9.2.3.       Set-off...........................................................................74
                  9.2.4.       Suits, Actions, Proceedings.......................................................75
                  9.2.5.       Application of Proceeds...........................................................75
                  9.2.6.       Other Rights and Remedies.........................................................75
         9.3      Notice of Sale.................................................................................76


10.      THE AGENT...............................................................................................76
         10.1     Appointment....................................................................................76
         10.2     Delegation of Duties...........................................................................76
         10.3     Nature of Duties; Independent Credit Investigation.............................................76
         10.4     Actions in Discretion of Agent; Instructions From the Banks....................................77
         10.5     Reimbursement and Indemnification of Agent by the Borrower.....................................77
         10.6     Exculpatory Provisions; Limitation of Liability................................................78
         10.7     Reimbursement and Indemnification of Agent by Banks............................................78
         10.8     Reliance by Agent..............................................................................79
         10.9     Notice of Default..............................................................................79
         10.10    Notices....................................................................................... 79
         10.11    Banks in Their Individual Capacities; Agent in its Individual Capacity.........................80
         10.12    Holders of Notes...............................................................................80
         10.13    Equalization of Banks..........................................................................80
         10.14    Successor Agent................................................................................81
         10.15    Agent's Fee and Agent's Letter.................................................................81
         10.16    Availability of Funds..........................................................................81
         10.17    Calculations...................................................................................82
         10.18    Beneficiaries..................................................................................82


11.      MISCELLANEOUS...........................................................................................82
         11.1     Modifications, Amendments or Waivers...........................................................82
                  11.1.1. Increase of Commitment; Extension of Expiration Date...................................83
                  11.1.2. Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms
                               of Payment........................................................................83
                  11.1.3.      Release of Collateral or Guarantor................................................83
                  11.1.4.      Miscellaneous.....................................................................83
         11.2     No Implied Waivers; Cumulative Remedies; Writing Required......................................83
         11.3     Reimbursement and Indemnification of Banks by the Borrower; Taxes..............................84
         11.4     Holidays.......................................................................................85
         11.5     Funding by Branch, Subsidiary or Affiliate.....................................................85
                  11.5.1.      Notional Funding..................................................................85
                  11.5.2.      Actual Funding....................................................................85

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<S>      <C>                                                                                                    <C>
         11.6     Notices........................................................................................85
         11.7     Severability...................................................................................86
         11.8     Governing Law..................................................................................86
         11.9     Prior Understanding............................................................................87
         11.10    Duration; Survival.............................................................................87
         11.11    Successors and Assigns.........................................................................87
         11.12    Confidentiality................................................................................88
                  11.12.1.     General...........................................................................88
                  11.12.2.     Sharing Information With Affiliates of the Banks..................................89
         11.13    Counterparts...................................................................................89
         11.14    Agent's or Bank's Consent......................................................................89
         11.15    Exceptions.....................................................................................89
         11.16    CONSENT TO FORUM; WAIVER OF JURY TRIAL.........................................................89
         11.17    Tax Withholding Clause.........................................................................90
         11.18    Joinder of Guarantors..........................................................................91
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                         LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

SCHEDULE 0(A)          -      ASSIGNMENT AND ASSUMPTION AGREEMENT
SCHEDULE 0(B)          -      COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
SCHEDULE 0(I)          -      PERMITTED INVESTMENTS
SCHEDULE 0(L)          -      EXISTING LETTERS OF CREDIT
SCHEDULE 0(P)          -      PERMITTED LIENS
SCHEDULE 2.8.10.4      -      NORMENT BONDS REDEMPTION SCHEDULE
SCHEDULE 0             -      QUALIFICATIONS TO DO BUSINESS
SCHEDULE 0             -      CAPITALIZATION
SCHEDULE 0             -      SUBSIDIARIES
SCHEDULE 6.1.7         -      LITIGATION
SCHEDULE 0             -      OWNED AND LEASED REAL PROPERTY
SCHEDULE 0             -      CONSENTS AND APPROVALS
SCHEDULE 0             -      PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.
SCHEDULE 0             -      PARTNERSHIP AGREEMENTS; LLC AGREEMENTS
SCHEDULE 0             -      INSURANCE POLICIES
SCHEDULE 0             -      MATERIAL CONTRACTS
SCHEDULE 0             -      EMPLOYEE BENEFIT PLAN DISCLOSURES
SCHEDULE 0             -      ENVIRONMENTAL DISCLOSURES
SCHEDULE 0             -      PERMITTED INDEBTEDNESS

EXHIBITS

EXHIBIT 0(B)           -      BORROWING BASE CERTIFICATE
EXHIBIT 0(G)           -      GUARANTOR JOINDER
EXHIBIT 0(RA)          -      REVOLVING CREDIT FACILITY A NOTE
EXHIBIT 1.1(RAF)       -      REAFFIRMATION AGREEMENT
EXHIBIT 1.1(RB)        -      REVOLVING CREDIT FACILITY B NOTE
EXHIBIT 1.1(SN)        -      SWING LINE NOTE
EXHIBIT 1.1(SW)        -      SWING LINE PROVISIONS
EXHIBIT 0              -      LOAN REQUEST
EXHIBIT 2.8.10.1       -      SECOND NORMENT LETTER OF CREDIT
EXHIBIT 0              -      ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3.3          -      QUARTERLY COMPLIANCE CERTIFICATE

                                     -viii-
<PAGE>





                      AMENDED AND RESTATED CREDIT AGREEMENT

         THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated March 31, 2004 and
is made by and among COMPUDYNE CORPORATION, a Nevada corporation (the "Borrower"
or the "Company"), each of the Guarantors (as hereinafter defined), the BANKS
(as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as
agent for the Banks under this Agreement (hereinafter referred to in such
capacity as the "Agent").

                                   WITNESSETH:

         WHEREAS, the Borrower, the Guarantors, the Banks and the Agent are
parties to that certain Credit Agreement dated November 16, 2001, as amended by
that First Amendment to Credit Agreement dated as of December 19, 2001, that
Second Amendment to Credit Agreement dated as of April 22, 2002, that Third
Amendment to Credit Agreement dated and effective as of September 30, 2002, that
Fourth Amendment to Credit Agreement dated as of March 21, 2003, that Fifth
Amendment to Credit Agreement dated as of June 27, 2003, that Sixth Amendment to
Credit Agreement dated as of July 15, 2003 and that Seventh Amendment to Credit
Agreement dated as of December 19, 2003 (the "Original Credit Agreement")
pursuant to which the Banks made available to the Borrower a $30,000,000
original principal amount revolving credit facility, subsequently reduced by
amendment to $25,000,000 (including an $8,000,000 letter of credit subfacility
and a $2,000,000 swing line of credit) and a $5,000,000 original principal
amount term loan; and

         WHEREAS, the Borrower has requested various amendments to the terms of
the Original Credit Agreement, including, without limitation, the restatement of
the original revolving credit facility as two separate facilities as follows:
(i) a revolving credit facility to the Borrower in an aggregate principal amount
not to exceed $10,000,000 ("Revolving Credit Facility A") and (ii) a revolving
credit facility to the Borrower in an aggregate principal amount not to exceed
$15,000,000 ("Revolving Credit Facility B") (Revolving Credit Facility A and
Revolving Credit Facility B, as the same may be amended, supplemented,
increased, decreased, extended or restated from time to time, are jointly the
"Revolving Credit Facilities"); and

         WHEREAS, the Revolving Credit Facilities shall be used for general
corporate working capital purposes, and, in the case of Revolving Credit
Facility A, to issue Letters of Credit; and

         WHEREAS, the Borrower, the Guarantors, the Banks and the Agent desire
to amend and restate the Original Credit Agreement to provide the restated
Revolving Credit Facilities to the Borrower, to amend and restate various terms,
conditions and provisions of the Original Credit Agreement and to consolidate
the Original Credit Agreement (including the prior seven amendments thereto)
into a single comprehensive restated document; and

         WHEREAS, the Banks are willing to enter into such an amendment and
restatement of the Original Credit Agreement and to extend the Revolving Credit
Facilities to the Borrower upon the terms and conditions hereinafter set forth;
and

<PAGE>

         WHEREAS, it is the intent and agreement of the Borrower, the
Guarantors, the Banks and the Agent that this Amended and Restated Credit
Agreement is executed in substitution for and restatement of the Original Credit
Agreement and is not intended to constitute, and does not constitute, an
interruption, suspension of continuity, discharge of prior duties, termination,
novation or satisfaction of the obligations, indebtedness or liabilities of the
Borrower or the Guarantors under the Original Credit Agreement or the Loan
Documents as executed, delivered and/or recorded in connection with the Original
Credit Agreement (as the same may be reaffirmed pursuant to the terms hereof),
except as expressly amended hereby, or of any liens or security interests
securing the indebtedness under the Original Credit Agreement, as amended and
restated hereby, and the indebtedness under the Revolving Credit Facilities is
entitled to all of the rights and benefits originally pertaining to the Original
Credit Agreement as such rights and benefits may be amended as provided herein.

         NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:

                              CERTAIN DEFINITIONS
                              Certain Definitions.

                           In addition to words and terms defined elsewhere in
this Agreement, including Exhibit 1.1(SW) with respect
to the Swing Line Provisions, the following words and terms shall have the
following meanings, respectively, unless the context hereof clearly requires
otherwise:

                           Account shall mean any account, contract right,
general intangible, chattel paper, instrument or document
representing any right to payment for goods sold or services rendered, whether
or not evidenced by a contract, instrument or document, which is now owned or
hereafter acquired by a Loan Party.

                           Account Debtor shall mean any person which is or
which may become obligated to a Loan Party under, with
respect to, or on account of, an Account.

                           Affiliate as to any Person shall mean any other
Person (i) which directly or indirectly controls, is
controlled by, or is under common control with such Person, (ii) which
beneficially owns or holds 5% or more of any class of the voting or other equity
interests of such h Person, or (iii) 5% or more of any class of voting interests
or other equity interests of which is beneficially owned or held, directly or
indirectly, by such Person. Control, as used in this definition, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, including the power to
elect a majority of the directors or trustees of a corporation or trust, as the
case may be.


                                       2
<PAGE>

                           Agent shall mean PNC Bank, National Association, and
its successors and assigns.

                           Agent's Fee shall have the meaning assigned to that
term in Section 0.

                           Agent's Letter shall have the meaning assigned to
that term in Section 0.

                           Agreement shall mean this Amended and Restated Credit
Agreement, as the same may be supplemented or amended
from time to time, including all schedules and exhibits.

                           Annual Statements shall have the meaning assigned to
that term in Section 0(0).

                           Applicable Margin shall mean with reference to Loans
to which the Base Rate Option or the Euro-Rate Option
applies, an amount in excess of the Base Rate or Euro-Rate, as appropriate,
calculated in respect of the most-recently reported Leverage Ratio commencing
with the fiscal quarter ending December 31, 2003 according to the table set
forth below. Applicable Margin shall change five (5) days after
internally-prepared financial statements for the period ending December 31, 2003
are delivered and, thereafter, Applicable Margin shall change five (5) days
after the day financial statements are delivered pursuant to Sections 0
[Quarterly Financial Statements] and 0 [Annual Financial Statements] and if
information necessary to make such determination is not timely delivered
pursuant to such sections, Applicable Margin shall be at "Level V" in the
following table until such information is delivered.


                                       3
<PAGE>

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

  Level     Leverage Ratio   Applicable         Applicable       Commitment Fee
                             Margin for         Margin for       Applicable
                             Euro-Rate Loans    Base Rate        Margin (%)
                             (%) (Revolver)     Loans (%)
                                                (Revolver)
---------- ----------------- ------------------ ---------------- ---------------
    I      Less than            1.00                0              .20
           .75-to-1.0
---------- ----------------- ------------------ ---------------- ---------------
   II      Greater than or      1.25                0              .20
           equal to
           .75-to-1.0 but
           less than
           1.0-to-1.0
---------- ----------------- ------------------ ---------------- ---------------
   III     Greater than or      1.50              .25              .25
           equal to
           1.00-to-1.0 but
           less than
           1.25-to-1.0
---------- ----------------- ------------------ ---------------- ---------------
   IV      Greater than or      1.75              .50              .30
           equal to
           1.25-to-1.0 but
           less than 1.5
           to 1.0
---------- ----------------- ------------------ ---------------- ---------------
    V      Greater than or      2.00              .75              .35
           equal to
           1.5-to-1.0
---------- ----------------- ------------------ ---------------- ---------------


                           Assignment and Assumption Agreement shall mean an
Assignment and Assumption Agreement by and among a
Purchasing Bank, a Transferor Bank and the Agent, as Agent and on behalf of the
remaining Banks, substantially in the form of Exhibit 0(A).

                           Authorized Officer shall mean those individuals,
designated by written notice to the Agent from the
Borrower, authorized to execute notices, reports and other documents on behalf
of the Loan Parties required hereunder. The Borrower may amend such list of
individuals from time to time by giving written notice of such amendment to the
Agent.

                           Banks shall mean the financial institutions named on
Schedule 0(B) and their respective successors and
assigns as permitted hereunder, each of which is referred to herein as a Bank.

                           Base Rate shall mean the greater of (i) the interest
rate per annum announced from time to time by the
Agent at its Principal Office as its then prime rate, which rate may not be the
lowest rate then being charged commercial borrowers by the Agent, or (ii) the
Federal Funds Open Rate plus .5% per annum.


                                       4
<PAGE>

                           Base Rate Option shall mean the option of the
Borrower to have Revolving Credit Loans bear interest at the
rate and under the terms and conditions set forth in Section 0(0).

                           Benefit Arrangement shall mean at any time an
"employee benefit plan," within the meaning of Section 3(3)
of ERISA, which is neither a Plan nor a Multiemployer Plan and which is
maintained, sponsored or otherwise contributed to by any member of the ERISA
Group.

                           Borrower shall mean CompuDyne Corporation, a
corporation organized and existing under the laws of the State
of Nevada.

                           Borrowing Base shall mean at any time an amount in
Dollars equal to the sum of (x) fifty percent (50%) of
Qualified Inventory and (y) fifty percent (50%) of Accounts as any of the
foregoing is modified from time to time pursuant to Section 0. Each such advance
rate is subject to periodic review and analysis by the Banks and is therefore
subject to change from time to time or any time.

                           Borrowing Base Certificate shall mean the Borrowing
Base Certificate given by the Borrower to the Banks on
the Closing Date and from time to time pursuant to Section 0 in the form of
Exhibit 1.1(B).

                           Borrowing Date shall mean, with respect to any Loan,
the date for the making thereof or the renewal or
conversion thereof at or to the same or a different Interest Rate Option, which
shall be a Business Day.

                           Borrowing Tranche shall mean specified portions of
Loans outstanding as follows: (i) any Loans to which a
Euro-Rate Option applies which become subject to the same Interest Rate Option
under the same Loan Request by the Borrower and which have the same Interest
Period shall constitute one Borrowing Tranche, and (ii) all Loans to which a
Base Rate Option applies shall constitute one Borrowing Tranche.

                           Business Day shall mean any day other than a Saturday
or Sunday or a legal holiday on which commercial
banks are authorized or required to be closed for business in Pittsburgh,
Pennsylvania and if the applicable Business Day relates to any Loan to which the
Euro-Rate Option applies, such day must also be a day on which dealings are
carried on in the London interbank market.

                           Capital Expenditures shall mean any and all payments
on account of the purchase or lease of any assets
which if purchased would constitute fixed assets or which if leased would
constitute a capitalized lease, all determined in accordance with GAAP but
excluding such payments made with casualty insurance proceeds and condemnation
awards to the extent used to replace the property to which such proceeds or
awards pertain.


                                       5
<PAGE>

                           Cash Flow from Operations for any period of
determination shall mean (i) EBITDA minus Capital Expenditures
funded by the Borrower with cash or through other sources not constituting
proceeds of Indebtedness permitted under Section 8.2.1 hereof having a final
maturity in excess of twelve (12) months (excluding any Loans, which shall not
constitute Indebtedness for purposes of this definition only), cash taxes and
distributions for the previous four (4) quarters.

                           Closing Date shall mean the Business Day on which the
first Loan shall be made under this Agreement, which
shall be the date hereof. The closing shall take place at 11 a.m., Eastern time,
on the Closing Date at the offices of Buchanan Ingersoll Professional
Corporation in Harrisburg, Pennsylvania or at such other time and place as the
parties agree.

                           Collateral shall mean the Pledged Collateral, the UCC
Collateral and the Intellectual Property Collateral.

                           Commercial Letter of Credit shall mean any Letter of
Credit which is a commercial letter of credit issued
in respect of the purchase of goods or services by one or more of the Loan
Parties in the ordinary course of their business.

                           Commitment shall mean as to any Bank the aggregate of
its Revolving Credit Facility A Commitment and
Revolving Credit Facility B Commitment, and Commitments shall mean the aggregate
of the Revolving Credit Facility A Commitments and the Revolving Credit Facility
B Commitments of all of the Banks.

                           Commitment Fee shall have the meaning assigned to
that term in Section 0.

                           Compliance Certificate shall have the meaning
assigned to such term in Section 0.

                           Consideration shall mean with respect to any
Permitted Acquisition, the aggregate of (i) the cash paid by
any of the Loan Parties, directly or indirectly, to the seller in connection
therewith, (ii) the Indebtedness incurred or assumed by any of the Loan Parties,
whether in favor of the seller or otherwise and whether fixed or contingent,
(iii) any Guaranty given or incurred by any Loan Party in connection therewith,
and (iv) any other consideration given or obligation incurred by any of the Loan
Parties in connection therewith.

                           Consolidated Tangible Net Worth shall mean as of any
date of determination total stockholders' equity plus
an amount equal to the then outstanding aggregate principal balance of the 2004
Subordinated Debt less intangible assets of the Borrower and its Subsidiaries,
as determined and consolidated in accordance with GAAP.

                           Contamination shall mean the presence or release or
threat of release of Regulated Substances in, on, under
or emanating to or from the Property, which pursuant to Environmental Laws
requires notification or reporting to an Official Body, or which pursuant to
Environmental Laws requires the investigation, cleanup, removal, remediation,
containment, abatement of or other response action or which otherwise
constitutes a violation of Environmental Laws.


                                       6
<PAGE>

                           Dollar, Dollars, U.S. Dollars and the symbol $ shall
mean lawful money of the United States of America.

                           Drawing Date shall have the meaning assigned to that
term in Section 0.

                           EBITDA shall mean (i) net income plus (ii) non-cash
extraordinary or non-cash unusual items not in excess
of $1,000,000 in any consecutive four (4) fiscal quarters plus depreciation,
amortization, interest expense and income tax expense calculated in respect of
the prior four (4) consecutive fiscal quarters in each case of the Borrower on a
consolidated basis and determined and consolidated in accordance with GAAP and
(x) shall be calculated to include any business acquired in a Permitted
Acquisition if either (1) the Borrower provides to the Banks audited financial
statements of such business, acceptable to Required Banks, and such business (if
it is a legal entity) becomes a Guarantor contemporaneously with such Permitted
Acquisition or (2) Required Banks have consented to such inclusions and (y)
shall be calculated to exclude any portion of the net earnings of any Subsidiary
that is not a Guarantor or that, by reason of any contract or charter
restriction or applicable law or regulation, is unavailable for payment of
dividends to any Guarantor.

                           Environmental Complaint shall mean any written
complaint by any Person or Official Body setting forth a
cause of action for personal injury or property damage, natural resource damage,
contribution or indemnity for response costs, civil or administrative penalties,
criminal fines or penalties, or declaratory or equitable relief arising under
any Environmental Laws or any order, notice of violation, citation, subpoena,
request for information or other written notice or demand of any type issued by
an Official Body pursuant to any Environmental Laws.

                           Environmental Laws shall mean all federal, state,
local and foreign Laws and any consent decrees,
settlement agreements, judgments, orders, directives, policies or programs
issued by or entered into with an Official Body pertaining or relating to: (i)
pollution or pollution control; (ii) protection of human health or the
environment; (iii) employee safety in the workplace; (iv) the presence, use,
management, generation, manufacture, processing, extraction, treatment,
recycling, refining, reclamation, labeling, transport, storage, collection,
distribution, disposal or release or threat of release of Regulated Substances;
(v) the presence of Contamination; (vi) the protection of endangered or
threatened species; and (vii) the protection of Environmentally Sensitive Areas.

                           Environmentally Sensitive Area shall mean (i) any
wetland as defined by applicable Environmental Laws; (ii)
any area designated as a coastal zone pursuant to applicable Laws, including
Environmental Laws; (iii) any area of historic or archeological significance or
scenic area as defined or designated by applicable Laws, including Environmental
Laws; (iv) habitats of endangered species or threatened species as designated by
applicable Laws, including Environmental Laws; or (v) a floodplain or other
flood hazard area as defined pursuant to any applicable Laws.


                                       7
<PAGE>

                           ERISA shall mean the Employee Retirement Income
Security Act of 1974, as the same may be amended or
supplemented from time to time, and any successor statute of similar import, and
the rules and regulations thereunder, as from time to time in effect.

                           ERISA Group shall mean, at any time, the Borrower and
all members of a controlled group of corporations and
all trades or businesses (whether or not incorporated) under common control and
all other entities which, together with the Borrower, are treated as a single
employer under Section 414 of the Internal Revenue Code.

                           Euro-Rate shall mean, with respect to the Loans
comprising any Borrowing Tranche to which the Euro-Rate
Option applies for any Interest Period, the interest rate per annum determined
by the Agent by dividing (the resulting quotient rounded upwards, if necessary,
to the nearest 1/100th of 1% per annum) (i) the rate of interest determined by
the Agent in accordance with its usual procedures (which determination shall be
conclusive absent manifest error) to be the average of the London interbank
offered rates for U.S. Dollars quoted by the British Bankers' Association as set
forth on Dow Jones Markets Service (formerly known as Telerate) (or appropriate
successor or, if the British Bankers' Association or its successor ceases to
provide such quotes, a comparable replacement determined by the Agent) display
page 3750 (or such other display page on the Dow Jones Markets Service system as
may replace display page 3750) two (2) Business Days prior to the first day of
such Interest Period for an amount comparable to such Borrowing Tranche and
having a borrowing date and a maturity comparable to such Interest Period by
(ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. The
Euro-Rate may also be expressed by the following formula:

                           Average of London interbank offered rates quoted
                           by BBA or appropriate successor as shown on
         Euro-Rate =             Dow Jones Markets Service display page 3750
                                 -------------------------------------------
                                 1.00 - Euro-Rate Reserve Percentage

The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate
Option applies that is outstanding on the effective date of any change in the
Euro-Rate Reserve Percentage as of such effective date. The Agent shall give
prompt notice to the Borrower of the Euro-Rate as determined or adjusted in
accordance herewith, which determination shall be conclusive absent manifest
error.

                           Euro-Rate Option shall mean the option of the
Borrower to have Revolving Credit Loans bear interest at the
rate and under the terms and conditions set forth in Section 00.

                           Euro-Rate Reserve Percentage shall mean as of any day
the maximum percentage in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the reserve requirements (including supplemental,
marginal and emergency reserve requirements) with respect to Eurocurrency
funding (currently referred to as "Eurocurrency Liabilities").


                                       8
<PAGE>

                           Event of Default shall mean any of the events
described in Section 0 and referred to therein as an "Event
of Default."

                           Federal Funds Effective Rate for any day shall mean
the rate per annum (based on a year of 360 days and
actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by
the Federal Reserve Bank of New York (or any successor) on such day as being the
weighted average of the rates on overnight federal funds transactions arranged
by federal funds brokers on the previous trading day, as computed and announced
by such Federal Reserve Bank (or any successor) in substantially the same manner
as such Federal Reserve Bank computes and announces the weighted average it
refers to as the "Federal Funds Effective Rate" as of the date of this
Agreement; provided, if such Federal Reserve Bank (or its successor) does not
announce such rate on any day, the "Federal Funds Effective Rate" for such day
shall be the Federal Funds Effective Rate for the last day on which such rate
was announced.

                           Federal Funds Open Rate.  The rate per annum
determined by the Agent in accordance with its usual
procedures (which determination shall be conclusive absent manifest error) to be
the "open" rate for federal funds transactions as of the opening of business for
federal funds transactions among members of the Federal Reserve System arranged
by federal funds brokers on such day, as quoted by Garvin Guybutler, any
successor entity thereto, or any other broker selected by the Bank, as set forth
on the applicable Telerate display page; provided, however; that if such day is
not a Business Day, the Federal Funds Open Rate for such day shall be the "open"
rate on the immediately preceding Business Day, or if no such rate shall be
quoted by a Federal funds broker at such time, such other rate as determined by
the Agent in accordance with its usual procedures.

                           Financial Projections shall have the meaning assigned
to that term in Section 0(0).

                           Fixed Charge Coverage Ratio shall mean the ratio of
Cash Flow From Operations to Fixed Charges.

                           Fixed Charges shall mean for any period of
determination the sum of interest expense and scheduled
principal installments on Indebtedness (as adjusted for prepayments and
specifically excluding all payments of term debt in fiscal years 2003 and 2004
substantially from the proceeds of the 2004 Subordinated Debt issuance) for the
prior four (4) fiscal quarters in each case of the Borrower and its Subsidiaries
for such period determined and consolidated in accordance with GAAP.


                                       9
<PAGE>

                           GAAP shall mean generally accepted accounting
principles as are in effect from time to time, subject to the
provisions of Section 0, and applied on a consistent basis both as to
classification of items and amounts.

                           Governmental Acts shall have the meaning assigned to
that term in Section 0.

                           Guarantor shall mean each of the parties to this
Agreement which is designated as a "Guarantor" on the
signature page hereof and each other Person which joins this Agreement as a
Guarantor after the date hereof pursuant to Section 0.

                           Guarantor Joinder shall mean a joinder by a Person as
a Guarantor under this Agreement, the Guaranty
Agreement and the other Loan Documents in the form of Exhibit 0(G).
                           Guaranty of any Person shall mean any obligation of
such Person guaranteeing or in effect guaranteeing any
liability or obligation of any other Person in any manner, whether directly or
indirectly, including any agreement to indemnify or hold harmless any other
Person, any performance bond or other suretyship arrangement and any other form
of assurance against loss, except endorsement of negotiable or other instruments
for deposit or collection in the ordinary course of business.

                           Guaranty Agreement shall mean the Guaranty and
Suretyship Agreement dated as of November 16, 2001 executed
and delivered by each of the Guarantors to the Agent for the benefit of the
Banks, as amended and reaffirmed by the Guarantors pursuant to the Reaffirmation
Agreement.

                           Guaranty Security Agreement shall mean the Guaranty
Security Agreement dated as of November 16, 2001 and
executed and delivered by the Guarantors to the Agent for the benefit of the
Banks, as amended and reaffirmed by the Guarantors pursuant to the Reaffirmation
Agreement.

                           Historical Statements shall have the meaning assigned
to that term in Section 0(0).

                           Indebtedness shall mean, as to any Person at any
time, any and all indebtedness, obligations or liabilities
(whether matured or unmatured, liquidated or unliquidated, direct or indirect,
absolute or contingent, or joint or several) of such Person for or in respect
of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of
any note purchase or acceptance credit facility, (iii) reimbursement obligations
(contingent or otherwise) under any letter of credit, currency swap agreement,
interest rate swap, cap, collar or floor agreement or other interest rate
management device, (iv) any other transaction (including forward sale or
purchase agreements, capitalized leases and conditional sales agreements) having
the commercial effect of a borrowing of money entered into by such Person to
finance its operations or capital requirements (but not including trade payables
and accrued expenses incurred in the ordinary course of business which are not
represented by a promissory note or other evidence of indebtedness and which are
not more than thirty (30) days past due), or (v) any Guaranty of Indebtedness
for borrowed money.


                                       10
<PAGE>

                           Ineligible Security shall mean any security which may
not be underwritten or dealt in by member banks of
the Federal Reserve System under Section 16 of the Banking Act of 1933 (12
U.S.C. Section 24, Seventh), as amended.

                           Insolvency Proceeding shall mean, with respect to any
Person, (a) a case, action or proceeding with respect
to such Person (i) before any court or any other Official Body under any
bankruptcy, insolvency, reorganization or other similar Law now or hereafter in
effect, or (ii) for the appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator, conservator (or similar official) of any Loan
Party or otherwise relating to the liquidation, dissolution, winding-up or
relief of such Person, or (b) any general assignment for the benefit of
creditors, composition, marshaling of assets for creditors, or other, similar
arrangement in respect of such Person's creditors generally or any substantial
portion of its creditors; undertaken under any Law.

                           Intellectual Property Collateral shall mean all of
the property described in the Patent, Trademark and
Copyright Security Agreement.

                           Intercompany Subordination Agreement shall mean a
Subordination Agreement among the Loan Parties and
executed and delivered to the Agent on the Closing Date.

                           Interest Period shall mean the period of time
selected by the Borrower in connection with (and to apply to)
any election permitted hereunder by the Borrower to have Revolving Credit Loans
bear interest under the Euro-Rate Option. Subject to the last sentence of this
definition, such period shall be one, two, three or six Months. Such Interest
Period shall commence on the effective date of such Interest Rate Option, which
shall be (i) the Borrowing Date if the Borrower is requesting new Loans, or (ii)
the date of renewal of or conversion to the Euro-Rate Option if the Borrower is
renewing or converting to the Euro-Rate Option applicable to outstanding Loans.
Notwithstanding the second sentence hereof: (A) any Interest Period which would
otherwise end on a date which is not a Business Day shall be extended to the
next succeeding Business Day unless such Business Day falls in the next calendar
month, in which case such Interest Period shall end on the next preceding
Business Day, and (B) the Borrower shall not select, convert to or renew an
Interest Period for any portion of the Loans that would end after the Revolving
Credit Facility A Expiration Date or the Revolving Credit Facility B Expiration
Date, as the case may be.

                           Interest Rate Option shall mean any Euro-Rate Option
or Base Rate Option.

                           Interim Statements shall have the meaning assigned to
that term in Section 0(0).


                                       11
<PAGE>

                           Internal Revenue Code shall mean the Internal Revenue
Code of 1986, as the same may be amended or
supplemented from time to time, and any successor statute of similar import, and
the rules and regulations thereunder, as from time to time in effect.

                           Labor Contracts shall mean all employment agreements,
employment contracts, collective bargaining
agreements and other agreements among any Loan Party or Subsidiary of a Loan
Party and its employees.

                           Law shall mean any law (including common law),
constitution, statute, treaty, regulation, rule, ordinance,
opinion, release, ruling, order, injunction, writ, decree, bond, judgment,
authorization or approval, lien or award of or settlement agreement with any
Official Body.

                           Letter of Credit shall have the meaning assigned to
that term in Section 0.

                           Letter of Credit Borrowing shall have the meaning
assigned to such term in Section 0.

                           Letter of Credit Fee shall have the meaning assigned
to that term in Section 0.

                           Letter of Credit Outstandings shall mean at any time
the sum of (i) the aggregate undrawn face amount of
outstanding Letters of Credit and (ii) the aggregate amount of all unpaid and
outstanding Reimbursement Obligations and Letter of Credit Borrowings.

                           Leverage Ratio shall mean the ratio of (x)
consolidated Indebtedness for borrowed money, capital leases,
Guaranties of borrowed money and reimbursement obligations in respect of letters
of credit of the Borrower and its Subsidiaries (but excluding (A) reimbursement
obligations under letters of credit No. S243626SCP and No. S247779SCP issued by
the Agent for the benefit of Norment Security Group, Inc. [including any
extensions, amendments or renewals thereof] and other letters of credit approved
and issued by the Agent on behalf of any of the Loan Parties supporting
obligations under revenue bond issues that are reflected as liabilities on the
Borrower's consolidated financial statements and (B) the 2004 Subordinated Debt
up to an amount not exceeding $40,250,000) to (y) EBITDA.

                           Lien shall mean any mortgage, deed of trust, pledge,
lien, security interest, charge or other encumbrance
or security arrangement of any nature whatsoever, whether voluntarily or
involuntarily given, including any conditional sale or title retention
arrangement, and any assignment, deposit arrangement or lease intended as, or
having the effect of, security and any filed financing statement (other than
precautionary financing statements filed in respect or operating leases) or
other notice of any of the foregoing (whether or not a lien or other encumbrance
is created or exists at the time of the filing).

                           Liquidity Period shall mean, with respect to the
Second Norment Letter of Credit the period
beginning on the date of the issuance by the Agent of the Second Norment Letter
of Credit and terminating on the first to occur of (i) the date the Second
Norment Letter of Credit terminates in accordance with its terms, (ii) the first
date on which there are no longer any Norment Bonds outstanding other than
Norment Bonds secured by an alternate letter of credit, and (iii) the date the
Liquidity Period is terminated pursuant to Section 9.2.1.


                                       12
<PAGE>

                           LLC Interests shall have the meaning given to such
term in Section 0.

                           Loan Documents shall mean this Agreement, the
Agent's] Letter, the Security Agreement, the Guaranty
Agreement, the Guaranty Security Agreement, the Intercompany Subordination
Agreement, the Swing Line Agreements, the Notes, the Patent, Trademark and
Copyright Security Agreement, the Pledge Agreement, the Mortgages, the
Reaffirmation Agreement and any other instruments, certificates or documents
delivered or contemplated to be delivered hereunder or thereunder or in
connection herewith or therewith, as the same may be supplemented, amended,
restated or substituted from time to time in accordance herewith or therewith,
and Loan Document shall mean any of the Loan Documents.

                           Loan Parties shall mean the Borrower and the
Guarantors.

                           Loan Request shall have the meaning given to such
term in Section 0.

                           Loans shall mean collectively and Loan shall mean
separately all Revolving Credit Loans and all Swing Line
Loans pursuant to Exhibit 1.1(SW).

                           Material Adverse Change shall mean any set of
circumstances or events which (a) has or could reasonably be
expected to have any material adverse effect whatsoever upon the validity or
enforceability of this Agreement or any other Loan Document, (b) is or could
reasonably be expected to be material and adverse to the business, properties,
assets, financial condition, results of operations or prospects of the Loan
Parties taken as a whole, (c) impairs materially or could reasonably be expected
to impair materially the ability of the Loan Parties taken as a whole to duly
and punctually pay or perform its Indebtedness, or (d) impairs materially or
could reasonably be expected to impair materially the ability of the Agent or
any of the Banks, to the extent permitted, to enforce their legal remedies
pursuant to this Agreement or any other Loan Document.

                           Month, with respect to an Interest Period under the
Euro-Rate Option, shall mean the interval between the
days in consecutive calendar months numerically corresponding to the first day
of such Interest Period. If any Euro-Rate Interest Period begins on a day of a
calendar month for which there is no numerically corresponding day in the month
in which such Interest Period is to end, the final month of such Interest Period
shall be deemed to end on the last Business Day of such final month.


                                       13
<PAGE>

                           Mortgages shall mean collectively the mortgages or
deeds of trust dated (i) November 16, 2001 and (ii)
April 22, 2002 with respect to the Real Property executed and delivered by one
or more of the Loan Parties to the Agent for the benefit of the Banks, as
amended and reaffirmed by the Reaffirmation Agreement, together with such
amendments or modifications as may be required by the Agent to be filed of
record in the appropriate jurisdictions to evidence and reflect the transactions
contemplated by this Agreement.

                           Multiemployer Plan shall mean any employee benefit
plan which is a "multiemployer plan" within the meaning
of Section 4001(a)(3) of ERISA and to which the Borrower or any member of the
ERISA Group is then making or accruing an obligation to make contributions or,
within the preceding five Plan years, has made or had an obligation to make such
contributions.

                           Multiple Employer Plan shall mean a Plan which has
two or more contributing sponsors (including the
Borrower or any member of the ERISA Group) at least two of whom are not under
common control, as such a plan is described in Sections 4063 and 4064 of ERISA.

                           Net Worth shall mean "net worth" of the Borrower and
its Subsidiaries, consolidated and determined in
accordance with GAAP.

                           Notes shall mean the Revolving Credit Notes and the
Swing Line Note.

                           Notices shall have the meaning assigned to that term
in Section 0.

                           Obligation shall mean any obligation or liability of
any of the Loan Parties to the Agent or any of the
Banks, howsoever created, arising or evidenced, whether direct or indirect,
absolute or contingent, now or hereafter existing, or due or to become due,
under or in connection with this Agreement, the Notes (including the Swing Line
Note), the Letters of Credit, the Agent's Letter or any other Loan Document.

                           Official Body shall mean any national, federal,
state, local or other government or political subdivision
or any agency, authority, board, bureau, central bank, commission, department or
instrumentality of either, or any court, tribunal, grand jury or arbitrator, in
each case whether foreign or domestic.

                           Participation Advance shall mean, with respect to any
Bank, such Bank's payment in respect of its
participation in a Letter of Credit Borrowing according to its Ratable Share
pursuant to Section 0.

                           Partnership Interests shall have the meaning given to
such term in Section 0.

                           Patent, Trademark and Copyright Security Agreement
shall mean the Patent, Trademark and Copyright Security
Agreement dated November 16, 2001 executed and delivered by each of the Loan
Parties to the Agent for the benefit of the Banks, as amended and reaffirmed by
the Reaffirmation Agreement.


                                       14
<PAGE>

                           PBGC shall mean the Pension Benefit Guaranty
Corporation established pursuant to Subtitle A of Title IV of
ERISA or any successor.

                           Permitted Acquisitions shall have the meaning
assigned to such term in Section 0.

                           Permitted Investments shall mean:

                                    (i) direct obligations of the United States
of America or any agency or instrumentality
thereof or obligations backed by the full faith and credit of the United States
of America maturing in twelve (12) months or less from the date of acquisition;

                                    (ii)    commercial paper maturing in 180
days or less rated not lower than A-1, by Standard &
Poor's or P-1 by Moody's Investors Service, Inc. on the date of acquisition;

                                    (iii) demand deposits, time deposits or
certificates of deposit maturing within one year in
commercial banks whose obligations are rated A-1, A or the equivalent or better
by Standard & Poor's on the date of acquisition;

                                    (iv) Investments in Permitted Acquisitions;

                                    (v) Investments in Account Debtors received
in settlement of payment defaults or plans of
reorganization; and

                                     (vii) The Investments listed on Schedule
1.1(I).

                           Permitted Liens shall mean:

                                    (i) Liens for taxes, assessments, or similar
charges, incurred in the ordinary course of
business and which are not yet due and payable;

                                    (ii) Pledges or deposits made in the
ordinary course of business to secure payment of
workmen's compensation, or to participate in any fund in connection with
workmen's compensation, unemployment insurance, old-age pensions or other social
security programs;

                                    (iii) Liens of mechanics, materialmen,
warehousemen, carriers, or other like Liens, securing
obligations incurred in the ordinary course of business that are not yet due and
payable and Liens of landlords securing obligations to pay lease payments that
are not yet due and payable or in default;


                                       15
<PAGE>

                                    (iv) Good-faith pledges or deposits made in
the ordinary course of business to secure
performance of bids, tenders, contracts (other than for the repayment of
borrowed money) or leases, not in excess of the aggregate amount due thereunder,
or to secure statutory obligations, or surety, appeal, indemnity, performance or
other similar bonds required in the ordinary course of business;

                                    (v) Encumbrances consisting of zoning
restrictions, easements or other restrictions on the
use of real property, none of which materially impairs the use of such property
or the value thereof, and none of which is violated in any material respect by
existing or proposed structures or land use;

                                    (vi) Liens, security interests and mortgages
in favor of the Agent for the benefit of the
Banks;

                                    (vii) Liens on property leased by any Loan
Party or Subsidiary of a Loan Party under capital
and operating leases permitted in Section 0 securing obligations of such Loan
Party or Subsidiary to the lessor under such leases;

                                    (viii) Any Lien existing on the date of this
Agreement and described on Schedule 0(P), provided
that the principal amount secured thereby is not hereafter increased, and no
additional assets become subject to such Lien;

                                    (ix) Purchase Money Security Interests,
provided that the aggregate amount of loans and
deferred payments secured by such Purchase Money Security Interests shall not
exceed $500,000 (excluding for the purpose of this computation any loans or
deferred payments secured by Liens described on Schedule 0(P)) or any
refinancings thereof (provide the principal amount thereof is not increased);

                                    (x) Liens in favor of the Loan Parties'
bonding companies pursuant to arrangements described
in detail on Schedule 1.1(P);

                                    (xi) Liens on property acquired in a
Permitted Acquisition;

                                    (xii) Liens on the Real Property permitted
by the Mortgages;

                                    (xiii) The following, (A) if the validity or
amount thereof is being contested in good faith by
appropriate and lawful proceedings diligently conducted so long as levy and
execution thereon have been stayed and continue to be stayed or (B) if a final
judgment is entered and such judgment is discharged within thirty (30) days of
entry, and in either case they do not affect the Collateral or, in the
aggregate, materially impair the ability of any Loan Party to perform its
Obligations hereunder or under the other Loan Documents:

                                    (1) Claims or Liens for taxes, assessments
                  or charges due and payable and subject to interest or penalty,
                  provided that the applicable Loan Party maintains such
                  reserves or other appropriate provisions as shall be required
                  by GAAP and pays all such taxes, assessments or charges
                  forthwith upon the commencement of proceedings to foreclose
                  any such Lien;


                                       16
<PAGE>

                                    (2) Claims, Liens or encumbrances upon, and
                  defects of title to, real or personal property other than the
                  Collateral, including any attachment of personal or real
                  property or other legal process prior to adjudication of a
                  dispute on the merits;

                                    (3) Claims or Liens of mechanics,
                  materialmen, warehousemen, carriers, or other statutory
                  nonconsensual Liens; or

                                    (4) Liens resulting from final judgments or
                  orders described in Section 0.

                           Person shall mean any individual, corporation,
partnership, limited liability company, association,
joint-stock company, trust, unincorporated organization, joint venture,
government or political subdivision or agency thereof, or any other entity.

                           Plan shall mean at any time an employee pension
benefit plan (including a Multiple Employer Plan, but not a
Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained by any member of the ERISA Group for employees of any
member of the ERISA Group or (ii) has at any time within the preceding five
years been maintained by any entity which was at such time a member of the ERISA
Group for employees of any entity which was at such time a member of the ERISA
Group.

                           Pledge Agreement shall mean, collectively (i) the
Pledge Agreement dated as of November 16, 2001 executed
and delivered by the Borrower to the Agent for the benefit of the Banks in
respect of (A) all of the shares of the outstanding capital stock of Tiburon,
Inc. owned by the Borrower and (B) all of the shares of all of the Borrower's
Subsidiaries, and (ii) that Stock Pledge Agreement dated as of February 24, 2003
executed and delivered by the Borrower to the Agent for the benefit of the Banks
in respect of all of the shares of the outstanding capital stock of Fiber
Sensys, Inc. owned by Borrower, both as amended and reaffirmed by the
Reaffirmation Agreement.

                           Pledged Collateral shall mean the property of the
Loan Parties in which security interests are to be
granted under the Pledge Agreement or the Security Agreement.

                           PNC Bank shall mean PNC Bank, National Association,
its successors and assigns.

                           Potential Default shall mean any event or condition
which with notice, passage of time or a determination
by the Agent or the Required Banks, or any combination of the foregoing, would
constitute an Event of Default.


                                       17
<PAGE>

                           Principal Office shall mean the main banking office
of the Agent in Pittsburgh, Pennsylvania.

                           Prior Security Interest shall mean a valid and
enforceable perfected first-priority security interest under
the Uniform Commercial Code in the UCC Collateral and the Pledged Collateral
which is subject only to Liens for taxes not yet due and payable to the extent
such prospective tax payments are given priority by statute or Purchase Money
Security Interests as permitted hereunder.

                           Prohibited Transaction shall mean any prohibited
transaction as defined in Section 4975 of the Internal
Revenue Code or Section 406 of ERISA for which neither an individual nor a class
exemption has been issued by the United States Department of Labor.

                           Property shall mean all real property, both owned and
leased, of any Loan Party or Subsidiary of a Loan
Party.

                           Purchasing Bank shall mean a Bank which becomes a
party to this Agreement by executing an Assignment and
Assumption Agreement.

                           Purchase Money Security Interest shall mean Liens
upon tangible personal property securing loans to any
Loan Party or Subsidiary of a Loan Party or deferred payments by such Loan Party
or Subsidiary for the purchase of such tangible personal property.

                           Qualified Inventory shall mean any Inventory which
the Banks, in their sole discretion, determines to
have met all of the following minimum requirements:

                           (i) the Inventory is either (a) finished goods, (b)
completed components or (c) raw materials, but
excluding in all cases any work in process and any goods which have been
shipped, delivered, provided to, purchased or sold by a Loan Party on a
bill-and-hold sale, consignment sale, guaranteed sale, or sale-or-return basis,
or any other similar basis or understanding other than an absolute sale;

                           (ii) the Inventory is of new, good and merchantable
quality and which is of a type (determined by SKU)
and is not obsolete or excess inventory as shown on the Loan Parties' Financial
Statements;

                           (iii) the Inventory is not stored with a bailee,
warehouseman, or similar party unless the Banks have
given their prior written consent and a Loan Party has caused such bailee,
warehouseman, consignee or similar party to issue and deliver to the Banks, in
form and substance acceptable to the Banks, warehouse receipts or similar type
of documentation therefor in the Banks' name or the Inventory is stored at the
Real Property or at a location subject to a Landlord Waiver acceptable to the
Banks;

                           (iv) the Inventory is intended for sale or lease by a
Loan Party in the ordinary course of business at
regular prices;

                                       18
<PAGE>

                           (v) the Inventory is otherwise acceptable to the
Banks in their sole discretion;

                           (vi) the Inventory is not subject to any Lien, claim,
encumbrance or security interest whatsoever other
than Permitted Liens and is subject to a fully-perfected, first-priority Lien in
favor of the Agent, subject only to Permitted Liens;
and

                           (vii) the Inventory has not been manufactured in
violation of any federal minimum wage or overtime laws,
including, without limitation, the Fair Labor Standards Act, 29 U.S.C.ss.
215(a)(1).

                           Ratable Share shall mean the proportion that a Bank's
Commitment bears to the Commitments of all of the
Banks. For purposes of this definition, the undertaking to provide Swing Line
Loans shall not be separately considered in calculating Commitment or amounts
outstanding.

                           Reaffirmation Agreement shall mean that Guaranty and
Collateral Documents Amendment and Reaffirmation
Agreement dated as of the Closing Date executed and delivered by the Borrower
and the Guarantors in favor of the Agent on behalf of the Banks substantially in
the form attached hereto as Exhibit 1.1 (RAF).

                           Real Property shall mean the real estate owned or
leased under ground lease by Norment Security Group, Inc.
(f/k/a Norment Industries, Inc.) and located at (i) 3224 Mobile Highway and (ii)
1965 Mitchell Young Road in Montgomery, Alabama,
which shall be encumbered by the Mortgages.

                           Regulated Substances shall mean, without limitation,
any substance, material or waste, regardless of its
form or nature, defined under Environmental Laws as a "hazardous substance,"
"pollutant," "pollution," "contaminant," "hazardous or toxic substance,"
"extremely hazardous substance," "toxic chemical," "toxic substance," "toxic
waste," "hazardous waste," "special handling waste," "industrial waste,"
"residual waste," "solid waste," "municipal waste," "mixed waste," "infectious
waste," "chemotherapeutic waste," "medical waste," or "regulated substance" or
any other material, substance or waste, regardless of its form or nature, which
otherwise is regulated by Environmental Laws.

                           Regulation U shall mean Regulation U, T or X as
promulgated by the Board of Governors of the Federal
Reserve System, as amended from time to time.

                           Reimbursement Obligation shall have the meaning
assigned to such term in Section 0.

                           Reportable Event shall mean a reportable event
described in Section 4043 of ERISA and regulations
thereunder with respect to a Plan or Multiemployer Plan.

                           Required Banks shall mean

                                       19
<PAGE>

                                    (i) if there are no Loans, Reimbursement
Obligations or Letter of Credit Borrowings
outstanding, Banks whose Commitments aggregate at least 66 2/3% of the
Commitments of all of the Banks, or

                                    (ii) if there are Loans, Reimbursement
Obligations, or Letter of Credit Borrowings
outstanding, any Bank or group of Banks if the sum of the Loans, Reimbursement
Obligations and Letter of Credit Borrowings of such Banks then outstanding
aggregates at least 66 2/3% of the total principal amount of all of the Loans,
Reimbursement Obligations and Letter of Credit Borrowings then outstanding.
Reimbursement Obligations and Letter of Credit Borrowings shall be deemed, for
purposes of this definition, to be in favor of the Agent and not a participating
Bank if such Bank has not made its Participation Advance in respect thereof and
shall be deemed to be in favor of such Bank to the extent of its Participation
Advance if it has made its Participation Advance in respect thereof; provided
however that if there are two (2) or fewer Banks, Required Banks shall mean 100%
of the Banks.

For purposes of this definition, the undertaking to provide Swing Line Loans
shall be considered part of the Revolving Credit Commitment of the Bank
providing the Swing Line.

                           Required Environmental Notices shall mean all
notices, reports, plans, forms or other filings which
pursuant to Environmental Laws, Required Environmental Permits or at the request
or direction of an Official Body either must be submitted to an Official Body or
which otherwise must be maintained.

                           Required Environmental Permits shall mean all
permits, licenses, bonds, consents, programs, approvals or
authorizations required under Environmental Laws to own, occupy or maintain the
Property or which otherwise are required for the operations and business
activities of the Borrower or Guarantors.

                           Revolving Credit Facility A Commitment shall mean, as
to any Bank at any time, the amount initially set
forth opposite its name on Schedule 0(B) in the column labeled "Amount of
Commitment for Revolving Credit Loans under Revolving Credit Facility A," and
with respect to PNC Bank, "Revolving Credit Facility A Commitment" shall also
include its "Swing Line Loan Commitment" referred to in Exhibit 1.1(SW), and
thereafter on Schedule I to the most recent Assignment and Assumption Agreement,
and Revolving Credit Facility A Commitments shall mean the aggregate Revolving
Credit Facility A Commitments of all of the Banks.

                           Revolving Credit Facility A Expiration Date shall
mean, with respect to the Revolving Credit Facility A
Commitments, March 1, 2007.

                           Revolving Credit Facility B Commitment shall mean, as
to any Bank at any time, the amount initially set
forth opposite its name on Schedule 0(B) in the column labeled "Amount of
Commitment for Revolving Credit Loans under Revolving Credit Facility B", and
thereafter on Schedule I to the most recent Assignment and Assumption Agreement,
and Revolving Credit Facility B Commitments shall mean the aggregate Revolving
Credit Facility B Commitments of all of the Banks.

                                       20
<PAGE>

                           Revolving Credit Facility B Expiration Date shall
mean, with respect to the Revolving Credit Facility B
Commitments, March 1, 2005.

                           Revolving Credit Facility A Loans shall mean,
collectively, all Revolving Credit Loans and Revolving Credit
Facility A Loan shall mean separately each Revolving Credit Loan made by the
Banks or one of the Banks to the Borrower under Revolving Credit Facility A
pursuant to Section 2.1.

                           Revolving Credit Facility B Loans shall mean,
collectively, all Revolving Credit Loans and Revolving Credit
Facility B Loan shall mean separately each Revolving Credit Loans made by the
Banks or one of the Banks to the Borrower under Revolving Credit Facility B
pursuant to Section 3.1.

                           Revolving Credit Loans shall mean, collectively, and
Revolving Credit Loan shall mean separately Revolving
Credit Facility A Loans and Revolving Credit B Loans.

                           Revolving Credit Facility A Notes shall mean,
collectively, and Revolving Credit Facility A Note shall mean
separately (i) the Fourth Amended and Restated Revolving Credit Note (Revolving
Line of Credit A) to PNC Bank and (ii) the Amended and Restated Revolving Credit
Note (Revolving Line of Credit B) to SunBank of the Borrower in the forms of
Exhibit 0(RA) dated the Closing Date evidencing the Revolving Credit Facility A
Loans, together with all amendments, extensions, renewals, replacements,
refinancings or refundings thereof in whole or in part.

                           Revolving Credit Facility B Notes shall mean,
collectively, and Revolving Credit Facility B Note shall mean
separately (i) the Fourth Amended and Restated Revolving Credit Note (Revolving
Line of Credit A) to PNC Bank and (ii) the Amended and Restated Revolving Credit
Note (Revolving Line of Credit B) to SunBank of the Borrower in the forms of
Exhibit 0(RB) dated the Closing Date evidencing the Revolving Credit Facility B
Loans, together with all amendments, extensions, renewals, replacements,
refinancings or refundings thereof in whole or in part.

                           Revolving Credit Notes shall mean, collectively, and
Revolving Credit Note shall mean separately the
Revolving Credit Facility A Notes and the Revolving Credit Facility B Notes,
together with all amendments, extensions, renewals, replacements, refinancings
or refundings thereof in whole or in part.

                           Revolving Credit Facility A Usage shall mean at any
time the sum of the Revolving Credit Facility A Loans
and Swing Loans outstanding and the Letter of Credit Outstandings.


                                       21
<PAGE>

                           Revolving Credit Facility B Usage shall mean at any
time the sum of the Revolving Credit Facility B Loans
outstanding.

                           Revolving Facility Usage shall mean at any time the
sum of the Revolving Credit Facility A Loans Usage and
the Revolving Credit Facility B Usage.

                           Section 20 Subsidiary shall mean the Subsidiary of
the bank holding company controlling any Bank, which
Subsidiary has been granted authority by the Federal Reserve Board to underwrite
and deal in certain Ineligible Securities.

                           Security Agreement shall mean the Security Agreement
dated as of November 16, 2001 executed and delivered
by the Borrower to the Agent for the benefit of the Banks, as amended and
reaffirmed by the Reaffirmation Agreement.

                           Shares shall have the meaning assigned to that term
in Section 0.

                           Standard & Poor's shall mean Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc.

                           Standby Letter of Credit shall mean a Letter of
Credit issued to support obligations of one or more of the
Loan Parties, contingent or otherwise, which finance the working capital and
business needs of the Loan Parties incurred in the ordinary course of business.

                           Subsidiary of any Person at any time shall mean (i)
any corporation or trust of which 50% or more (by
number of shares or number of votes) of the outstanding capital stock or shares
of beneficial interest normally entitled to vote for the election of one or more
directors or trustees (regardless of any contingency which does or may suspend
or dilute the voting rights) is at such time owned directly or indirectly by
such Person or one or more of such Person's Subsidiaries, (ii) any partnership
of which such Person is a general partner or of which 50% or more of the
partnership interests is at the time directly or indirectly owned by such Person
or one or more of such Person's Subsidiaries, (iii) any limited liability
company of which such Person is a member or of which 50% or more of the limited
liability company interests is at the time directly or indirectly owned by such
Person or one or more of such Person's Subsidiaries or (iv) any corporation,
trust, partnership, limited liability company or other entity which is
controlled or capable of being controlled by such Person or one or more of such
Person's Subsidiaries.

                           Subsidiary Shares shall have the meaning assigned to
that term in Section 0.

                           Swing Line shall mean the $500,000 Swing Line line of
credit made available under the Swing Line Commitment
after the Closing Date pursuant to this Agreement by PNC Bank, the obligations
under which are Obligation hereunder which are secured by the Collateral.

                                       22
<PAGE>

                           Swing Line Agreements shall mean the following,
executed and delivered in connection with the Swing Line:
the Swing Line Note and Working Cash, Line of Credit, Investment Sweep Rider,
each in a form acceptable to PNC Bank.

                           Swing Line Loans shall mean advances made by PNC Bank
to the Borrower under the Swing Line.

                           Swing Line Note shall mean the Amended and Restated
Swing Line Note in form of Exhibit 1.1 (SN) evidencing
a loan under the Swing Line.

                           Swing Line Provisions shall mean the provisions
relating to the Swing Line set forth on Exhibit 1.1 (SW).

                           Tangible Net Worth shall mean as of any date of
determination total stockholders' equity less intangible
assets of the Borrower and its Subsidiaries as of such date determined and
consolidated in accordance with GAAP.

                           Transferor Bank shall mean the selling Bank pursuant
to an Assignment and Assumption Agreement.

                           2004 Indenture shall mean that Trust Indenture dated
as of January 15, 2004 between the Borrower and
Wachovia Bank of Delaware, National Association, as Trustee, pursuant to which
the 2004 Subordinated Debt was issued.

                           2004 Subordinated Debt shall mean the Indebtedness of
the Borrower under those 6.25% Convertible
Subordinated Notes Due 2011 in the original aggregate principal amount of
$40,250,000 issued pursuant to the 2004 Indenture.

                           UCC Collateral shall mean the property of the Loan
Parties in which security interests are to be granted
under the Security Agreement.

                           Uniform Commercial Code shall have the meaning
assigned to that term in Section 0.

                           Working Cash Line of Credit Investment Sweep Rider
shall mean the Investment Sweep Rider executed and
delivered on the Closing Date by the Borrower in connection with the Swing Line.

                                  Construction.
                  Unless the context of this Agreement otherwise clearly
requires, the following rules of construction shall apply to this Agreement and
each of the other Loan Documents:


                                       23
<PAGE>

                               Number; Inclusion.
                           references to the plural include the singular, the
plural, the part and the whole; "or" has the inclusive
meaning represented by the phrase "and/or," and "including" has the meaning
represented by the phrase "including without limitation";

                                 Determination.
                           references to "determination" of or by the Agent or
the Banks shall be deemed to mean good-faith estimates
by the Agent or the Banks (in the case of quantitative determinations) and
good-faith beliefs by the Agent or the Banks (in the case of qualitative
determinations) and such determination shall be conclusive absent manifest
error;

                         Agent's Discretion and Consent.
                           whenever the Agent or the Banks are granted the right
herein to act in its or their sole discretion or to
grant or withhold consent such right shall be exercised in good faith;

                           Documents Taken as a Whole.
                           the words "hereof," "herein," "hereunder," "hereto"
and similar terms in this Agreement or any other Loan
Document refer to this Agreement or such other Loan Document as a whole and not
to any particular provision of this Agreement or such other Loan Document;

                                    Headings.
                           the section and other headings contained in this
Agreement or such other Loan Document and the Table of
Contents (if any), preceding this Agreement or such other Loan Document are for
reference purposes only and shall not control or affect the construction of this
Agreement or such other Loan Document or the interpretation thereof in any
respect;

                      Implied References to this Agreement.
                           article, section, subsection, clause, schedule and
exhibit references are to this Agreement or other Loan
Document, as the case may be, unless otherwise specified;

                                    Persons.
                           reference to any Person includes such Person's
successors and assigns but, if applicable, only if such
successors and assigns are permitted by this Agreement or such other Loan
Document, as the case may be, and reference to a Person in a particular capacity
excludes such Person in any other capacity;

                           Modifications to Documents.
                           reference to any agreement (including this Agreement
and any other Loan Document together with the
schedules and exhibits hereto or thereto), document or instrument means such
agreement, document or instrument as amended, modified, replaced, substituted
for, superseded or restated;

                              From, To and Through.
                           relative to the determination of any period of time,
"from" means "from and including," "to" means "to but
excluding," and "through" means "through and including"; and


                                       24
<PAGE>

                                  Shall; Will.
                           references to "shall" and "will" are intended to
have the same meaning.

                             Accounting Principles.
                  Except as otherwise provided in this Agreement, all
computations and determinations as to accounting or financial matters and all
financial statements to be delivered pursuant to this Agreement shall be made
and prepared in accordance with GAAP (including principles of consolidation
where appropriate), and all accounting or financial terms shall have the
meanings ascribed to such terms by GAAP; provided, however, that all accounting
terms used in Section 0 [Negative Covenants] (and all defined terms used in the
definition of any accounting term used in Section 0 shall have the meaning given
to such terms (and defined terms) under GAAP as in effect on the date hereof
applied on a basis consistent with those used in preparing the Annual Statements
referred to in Section 0(0) [Historical Statements]. In the event of any change
after the date hereof in GAAP, and if such change would result in the inability
to determine compliance with the financial covenants set forth in Section 0
based upon the Borrower's regularly prepared financial statements by reason of
the preceding sentence, then the parties hereto agree to endeavor, in good
faith, to agree upon an amendment to this Agreement that would adjust such
financial covenants in a manner that would not affect the substance thereof, but
would allow compliance therewith to be determined in accordance with the
Borrower's financial statements at that time.

                           Concerning Corporate Terms.
                  When terms such as "stock", "shares", "shareholders",
"corporate", "company" and similar terms generally associated with corporations
are used herein, they shall be deemed to refer to limited liability member
interests, owners of those interests and a limited liability company or similar
entity, as the context may require, and references to corporate governance
documents and procedures shall have their appropriate and correlative meanings
with respect to limited liability companies, as the context may require.

                           REVOLVING CREDIT FACILITY A
                    Revolving Credit Facility A Commitments.
                  Subject to the terms and conditions hereof and relying upon
the representations and warranties herein set forth, each Bank severally agrees
to make Revolving Credit Facility A Loans to the Borrower at any time or from
time to time on or after the date hereof to the Revolving Credit Facility A
Expiration Date, provided that after giving effect to such Loan the aggregate
amount of all Revolving Credit Facility A Loans from such Bank shall not exceed
(x) the lesser of (i) such Bank's Revolving Credit Facility A Commitment and
(ii) such Bank's Ratable Share of the Borrowing Base (availability to be
determined after giving collective effect to all outstanding Revolving Credit
Loans under the Revolving Credit Facilities) minus (y) such Bank's Ratable Share
of Letter of Credit Outstandings and such Bank's Ratable Share of all Swing
Loans not being repaid with the proceeds of such Loans; provided however, that
advances shall not be subject to the Borrowing Base unless and until the
aggregate outstanding balance of all Revolving Credit Loans equals or exceeds
$10,000,000 for a period of thirty consecutive calendar days at which time (1)


                                       25
<PAGE>

the availability under the Revolving Credit Facility A shall be subject to the
Borrowing Base limitation, and (2) the Borrower shall immediately make
prepayments, if necessary, on the Loans in the amount required to bring the
outstanding aggregate principal balance of all outstanding Loans into compliance
with the Borrowing Base. Reference is made to Exhibit 1.1(SW) with regard to PNC
Bank's Swing Line Commitment. Within such limits of time and amount and subject
to the other provisions of this Agreement, the Borrower may borrow, repay and
reborrow pursuant to this Section 0. Notwithstanding anything to the contrary
herein, the Banks may, in their reasonable discretion at any time hereafter, for
good cause decrease the ratio of their advances against Accounts or Qualified
Inventory or increase the level of any reserves, or create or maintain such
other reserves, as the Banks may deem necessary or appropriate. Any such change
shall become effective immediately upon notice to the Borrower.

                  Nature of Banks' Obligations with Respect to
                       Revolving Credit Facility A Loans.

     Each Bank shall be obligated to  participate  in each request for Revolving
Credit Facility A Loans pursuant to Section 2.4 [Revolving Credit Loan Requests]
in accordance  with its Ratable  Share.  The aggregate of each Bank's  Revolving
Credit Facility A Loans outstanding  hereunder to the Borrower at any time shall
never exceed its Revolving  Credit Facility A Commitment minus its Ratable Share
of the Letter of Credit Outstandings. The obligations of each Bank hereunder are
several. The failure of any Bank to perform its obligations  hereunder shall not
affect the  Obligations  of the  Borrower to any other party nor shall any other
party  be  liable  for the  failure  of such  Bank to  perform  its  obligations
hereunder.  The Banks shall have no obligation to make Revolving Credit Facility
A Loans hereunder on or after the Credit Facility A Expiration Date.

                                Commitment Fees.
                  Accruing from the date hereof until the Revolving Credit
Facility A Expiration Date, the Borrower agrees to pay to the Agent for the
account of each Bank, as consideration for such Bank's Revolving Credit Facility
A Commitment hereunder, a nonrefundable commitment fee (the "Commitment Fee")
equal to the applicable percentage under the heading "Commitment Fee Applicable
Margin" in the definition of "Applicable Margin" (computed on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed) on the
average daily difference between the amount of (i) such Bank's Revolving Credit
Facility A Commitment as the same may be constituted from time to time and the
(ii) the sum of such Bank's Revolving Credit Facility A Loans outstanding plus
its Ratable Share of Letter of Credit Outstandings. All Commitment Fees shall be
payable in arrears on the first Business Day of each April, July, October and
January after the date hereof and on the Revolving Credit Facility A Expiration
Date or upon acceleration of the Revolving Credit Facility A Notes.

                         Revolving Credit Loan Requests.
                  Except as otherwise provided herein, the Borrower may from
time to time prior to the Revolving Credit Facility A Expiration Date request
the Banks to make Revolving Credit Facility A Loans, or renew or convert the


                                       26
<PAGE>

Interest Rate Option applicable to existing Revolving Credit Facility A Loans
pursuant to Section 0 [Interest Periods], by delivering to the Agent, not later
than 10:00 a.m., Pittsburgh time, (i) three (3) Business Days prior to the
proposed Borrowing Date with respect to the making of Revolving Credit Facility
A Loans to which the Euro-Rate Option applies or the conversion to or the
renewal of the Euro-Rate Option for any Loans; and (ii) one (1) Business Day
prior to either the proposed Borrowing Date with respect to the making of a
Revolving Credit Facility A Loan to which the Base Rate Option applies or the
last day of the preceding Interest Period with respect to the conversion to the
Base Rate Option for any Loan, of a duly completed request therefor
substantially in the form of Exhibit 2.4 or a request by telephone immediately
confirmed in writing by letter or facsimile in such form (each, a "Loan
Request"), it being understood that the Agent may rely on the authority of any
individual making such a telephonic request without the necessity of receipt of
such written confirmation. Each Loan Request shall be irrevocable and shall
specify (i) the proposed Borrowing Date; (ii) the aggregate amount of the
proposed Loans comprising each Borrowing Tranche, which shall be in integral
multiples of $500,000 and not less than $1,000,000 for each Borrowing Tranche to
which the Euro-Rate Option applies and not less than the lesser of $100,000 or
the maximum amount available for Borrowing Tranches to which the Base Rate
Option applies; (iii) whether the Euro-Rate Option or Base Rate Option shall
apply to the proposed Loans comprising the applicable Borrowing Tranche; and
(iv) in the case of a Borrowing Tranche to which the Euro-Rate Option applies,
an appropriate Interest Period for the Loans comprising such Borrowing Tranche.

                    Making Revolving Credit Facility A Loans.
                  The Agent shall, promptly after receipt by it of a Loan
Request for an advance under Revolving Credit Facility A pursuant to Section 2.4
[Revolving Credit Loan Requests], notify the Banks of its receipt of such Loan
Request specifying: (i) the proposed Borrowing Date and the time and method of
disbursement of the Revolving Credit Facility A Loans requested thereby; (ii)
the amount and type of each such Revolving Credit Facility A Loan and the
applicable Interest Period (if any); and (iii) the apportionment among the Banks
of such Revolving Credit Facility A Loans as determined by the Agent in
accordance with Section 0 [Nature of Banks' Obligations]. Each Bank shall remit
the principal amount of each Revolving Credit Facility A Loan to the Agent such
that the Agent is able to, and the Agent shall, to the extent the Banks have
made funds available to it for such purpose and subject to Section 0 [Each
Additional Loan], fund such Revolving Credit Facility A Loans to the Borrower in
U.S. Dollars and immediately available funds at the Principal Office prior to
2:00 p.m., Pittsburgh time, on the applicable Borrowing Date, provided that if
any Bank fails to remit such funds to the Agent in a timely manner, the Agent
may elect in its sole discretion to fund with its own funds the Revolving Credit
Facility A Loans of such Bank on such Borrowing Date, and such Bank shall be
subject to the repayment obligation in Section 0 [Availability of Funds].

                       Revolving Credit Facility A Notes.
                  The Obligation of the Borrower to repay the aggregate unpaid
principal amount of the Revolving Credit Facility A Loans made to it by each
Bank, together with interest thereon, shall be evidenced by a Revolving Credit
Facility A Note dated the Closing Date payable to the order of such Bank in a
face amount equal to the Revolving Credit Facility A Commitment of such Bank.


                                       27
<PAGE>

                                Use of Proceeds.
                  The proceeds of the Revolving Credit Facility A Loans shall be
used to support the issuance of Letters of Credit and for other general
corporate purposes and in accordance with Section 0 [Use of Proceeds].

                          Letter of Credit Subfacility.
                          Issuance of Letter of Credit.
                  Borrower may request the issuance of letters of credit (each a
"Letter of Credit") pursuant to a letter of credit subfacility under Revolving
Credit Facility A on behalf of itself or another Loan Party by delivering to the
Agent a completed application and agreement for letters of credit in such form
as the Agent may specify from time to time by no later than 10:00 a.m.,
Pittsburgh time, at least three (3) Business Days, or such shorter period as may
be agreed to by the Agent, in advance of the proposed date of issuance. Except
for the Second Norment Letter of Credit (as defined in Subsection 2.8.10,
below), each Letter of Credit shall be either a Standby Letter of Credit or a
Commercial Letter of Credit. Subject to the terms and conditions hereof and in
reliance on the agreements of the other Banks set forth in this Section 2.8, the
Agent will issue a Letter of Credit provided that each Letter of Credit shall
(A) have a maximum maturity of thirty-six (36) months from the date of issuance,
and (B) in no event expire later than ten (10) Business Days prior to the
Expiration Date and further provided that in no event shall (i) the Letter of
Credit Outstandings exceed, at any one time, $8,000,000 or (ii) the Revolving
Facility A Usage exceed, at any one time, the Revolving Credit Facility A
Commitments. The Second Norment Letter of Credit constitutes a "Letter of
Credit" hereunder (subject to the provisions of Subsection 2.8.10).

                             Letter of Credit Fees.
                           The Borrower shall pay (i) to the Agent for the
ratable account of the Banks a fee (the "Letter of Credit
Fee") equal to an rate per annum equal to the Applicable Margin then in effect
for Revolving Credit Facility A Loans under the Euro-Rate Option minus .25%, and
(ii) to the Agent for its own account a fronting fee equal to .125% per annum
(computed on the basis of a year of 360 days and actual days elapsed), which
fees shall be computed on the daily average Letter of Credit Outstandings and
shall be payable quarterly in arrears commencing with the first Business Day of
each April, July, October and January following issuance of each Letter of
Credit and on the Credit Facility A Expiration Date. The Borrower shall also pay
to the Agent for the Agent's sole account the Agent's then in effect customary
fees and administrative expenses payable with respect to the Letters of Credit
as the Agent may generally charge or incur from time to time in connection with
the issuance, maintenance, modification (if any), assignment or transfer (if
any), negotiation, and administration of Letters of Credit.


                                       28
<PAGE>

                          Disbursements, Reimbursement.
Immediately upon the issuance of each Letter of Credit, each Bank shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Agent a participation in such Letter of Credit and each drawing thereunder
in an amount equal to such Bank's Ratable Share of the maximum amount available
to be drawn under such Letter of Credit and the amount of such drawing,
respectively.
In the event of any request for a drawing under a Letter of Credit by the
beneficiary or transferee thereof, the Agent will promptly notify the Borrower.
Provided that it shall have received such notice, the Borrower shall reimburse
(such obligation to reimburse the Agent shall sometimes be referred to as a
"Reimbursement Obligation") the Agent prior to 12:00 noon, Pittsburgh time on
each date that an amount is paid by the Agent under any Letter of Credit (each
such date, a "Drawing Date") in an amount equal to the amount so paid by the
Agent. In the event the Borrower fails to reimburse the Agent for the full
amount of any drawing under any Letter of Credit by 12:00 noon, Pittsburgh time,
on the Drawing Date, the Agent will promptly notify each Bank thereof, and the
Borrower shall be deemed to have requested that Revolving Credit Facility A
Loans be made by the Banks under Revolving Credit Facility A at the Base Rate
Option to be disbursed on the Drawing Date under such Letter of Credit, subject
to the amount of the unutilized portion of the Revolving Credit Facility A
Commitment and subject to the conditions set forth in Section 0 [Each Additional
Loan] other than any notice requirements. Any notice given by the Agent pursuant
to this Section 0 may be oral if immediately confirmed in writing; provided that
the lack of such an immediate confirmation shall not affect the conclusiveness
or binding effect of such notice. Each Bank shall upon any notice pursuant to
Section 0 make available to the Agent an amount in immediately available funds
equal to its Ratable Share of the amount of the drawing, whereupon the
participating Banks shall (subject to Section 0) each be deemed to have made a
Revolving Credit Loan under Revolving Credit Facility A at the Base Rate Option
to the Borrower in that amount. If any Bank so notified fails to make available
to the Agent for the account of the Agent the amount of such Bank's Ratable
Share of such amount by no later than 2:00 p.m., Pittsburgh time on the Drawing
Date, then interest shall accrue on such Bank's obligation to make such payment,
from the Drawing Date to the date on which such Bank makes such payment (i) at a
rate per annum equal to the Federal Funds Effective Rate during the first three
days following the Drawing Date and (ii) at a rate per annum equal to the rate
applicable to Loans under the Base Rate Option on and after the fourth day
following the Drawing Date. The Agent will promptly give notice of the
occurrence of the Drawing Date, but failure of the Agent to give any such notice
on the Drawing Date or in sufficient time to enable any Bank to effect such
payment on such date shall not relieve such Bank from its obligation under this
Section 0. With respect to any unreimbursed drawing that is not converted into
Revolving Credit Loans under Revolving Credit Facility A at the Base Rate Option
to the Borrower in whole or in part as contemplated by Section 0, because of the
Borrower's failure to satisfy the conditions set forth in Section 0 [Each
Additional Loan] other than any notice requirements or for any other reason, the
Borrower shall be deemed to have incurred from the Agent a borrowing (each a
"Letter of Credit Borrowing") in the amount of such drawing. Such Letter of
Credit Borrowing shall be due and payable on demand (together with interest) and
shall bear interest at the rate per annum applicable to the Revolving Credit
Loans under the Base Rate Option. Each Bank's payment to the Agent pursuant to
Section 0 shall be deemed to be a payment in respect of its participation in
such Letter of Credit Borrowing and shall constitute a "Participation Advance"
from such Bank in satisfaction of its participation obligation under this
Section 0.
                      Repayment of Participation Advances.
Upon (and only upon) receipt by the Agent for its account of immediately


                                       29
<PAGE>

available funds from the Borrower (i) in reimbursement of any payment made by
the Agent under the Letters of Credit with respect to which any Bank has made a
Participation Advance to the Agent, or (ii) in payment of interest on such a
payment made by the Agent under such a Letters of Credit, the Agent will pay to
each Bank, in the same funds as those received by the Agent, the amount of such
Bank's Ratable Share of such funds, except the Agent shall retain the amount of
the Ratable Share of such funds of any Bank that did not make a Participation
Advance in respect of such payment by Agent.
If the Agent is required at any time to return to any Loan Party, or to a
trustee, receiver, liquidator, custodian, or any official in any Insolvency
Proceeding, any portion of the payments made by any Loan Party to the Agent
pursuant to Section 0 in reimbursement of a payment made under the Letters of
Credit or interest or fee thereon, each Bank shall, on demand of the Agent,
forthwith return to the Agent the amount of its Ratable Share of any amounts so
returned by the Agent plus interest thereon from the date such demand is made to
the date such amounts are returned by such Bank to the Agent, at a rate per
annum equal to the Federal Funds Effective Rate in effect from time to time.
                                 Documentation.
                           Each Loan Party agrees to be bound by the terms of
the Agent's application and agreement for letters of
credit and the Agent's written regulations and customary practices relating to
letters of credit, though such interpretation may be different from such Loan
Party's own. In the event of a conflict between such application or agreement
and this Agreement, this Agreement shall govern. It is understood and agreed
that, except in the case of gross negligence or willful misconduct, the Agent
shall not be liable for any error, negligence and/or mistakes, whether of
omission or commission, in following any Loan Party's instructions or those
contained in the Letters of Credit or any modifications, amendments or
supplements thereto.

                    Determinations to Honor Drawing Requests.
                           In determining whether to honor any request for
drawing under any Letter of Credit by the beneficiary
thereof, the Agent shall be responsible only to determine that the documents and
certificates required to be delivered under such Letter of Credit have been
delivered and that they comply on their face with the requirements of such
Letter of Credit.

             Nature of Participation and Reimbursement Obligations.
                           Each Bank's obligation in accordance with this
Agreement to make the Revolving Credit Facility A Loans or
Participation Advances, as contemplated by Section 0, as a result of a drawing
under a Letter of Credit, and the Obligations of the Borrower to reimburse the
Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and
irrevocable, and shall be performed strictly in accordance with the terms of
this Section 2.8 under all circumstances, including the following circumstances:


                                       30
<PAGE>

any set-off, counterclaim, recoupment, defense or other right which such Bank
may have against the Agent, the Borrower or any other Person for any reason
whatsoever; the failure of any Loan Party or any other Person to comply, in
connection with a Letter of Credit Borrowing, with the conditions set forth in
Section 0 [Revolving Credit Commitments], 2.4 [Revolving Credit Loan Requests],
2.5 [Making Revolving Credit Loans] or 0 [Each Additional Loan] or as otherwise
set forth in this Agreement for the making of a Revolving Credit Loan, it being
acknowledged that such conditions are not required for the making of a Letter of
Credit Borrowing and the obligation of the Banks to make Participation Advances
under Section 0; any lack of validity or enforceability of any Letter of Credit;
the existence of any claim, set-off, defense or other right which any Loan Party
or any Bank 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),
the Agent or any Bank or any other Person or, whether in connection with this
Agreement, the transactions contemplated herein or any unrelated transaction
(including any underlying transaction between any Loan Party or Subsidiaries of
a Loan Party and the beneficiary for which any Letter of Credit was procured);
any draft, demand, certificate 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 even if the
Agent has been notified thereof; payment by the Agent under any Letter of Credit
against presentation of a demand, draft or certificate or other document which
does not comply with the terms of such Letter of Credit; any adverse change in
the business, operations, properties, assets, condition (financial or otherwise)
or prospects of any Loan Party or Subsidiaries of a Loan Party; any breach of
this Agreement or any other Loan Document by any party thereto; the occurrence
or continuance of an Insolvency Proceeding with respect to any Loan Party; the
fact that an Event of Default or a Potential Default shall have occurred and be
continuing; the fact that the Expiration Date shall have passed or this
Agreement or the Commitments hereunder shall have been terminated; and any other
circumstance or happening whatsoever, whether or not similar to any of the
foregoing.
                                   Indemnity.
                           In addition to amounts payable as provided in
Section 0 [Reimbursement of Agent by Borrower, Etc.], the
Borrower hereby agrees to protect, indemnify, pay and save harmless the Agent
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 the
Agent may incur or be subject to as a consequence, direct or indirect, of the
issuance of any Letter of Credit, other than as a result of (A) the gross
negligence or willful misconduct of the Agent as determined by a final judgment
of a court of competent jurisdiction or (B) the wrongful dishonor by the Agent
of a proper demand for payment made under any Letter of Credit, except if such
dishonor resulted from any act or omission, whether rightful or wrongful, of any
present or future de jure or de facto government or governmental authority (all
such acts or omissions herein called "Governmental Acts").

                        Liability for Acts and Omissions.
                           As between any Loan Party and the Agent, such Loan
Party assumes all risks of the acts and omissions of, or
misuse of the Letters of Credit by, the respective beneficiaries of such Letters
of Credit. In furtherance and not in limitation of the foregoing, the Agent
shall not be responsible for: (i) the form, validity, sufficiency, accuracy,


                                       31
<PAGE>

genuineness or legal effect of any document submitted by any party in connection
with the application for an 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 (even if the Agent shall have been notified
thereof); (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) the failure of the
beneficiary of any such Letter of Credit, or any other party to which such
Letter of Credit may be transferred, to comply fully with any conditions
required in order to draw upon such Letter of Credit or any other claim of any
Loan Party against any beneficiary of such Letter of Credit, or any such
transferee, or any dispute between or among any Loan Party and any beneficiary
of any Letter of Credit or any such transferee; (iv) errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, 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 the Agent, including any Governmental Acts,
and none of the above shall affect or impair, or prevent the vesting of, any of
the Agent's rights or powers hereunder. Nothing in the preceding sentence shall
relieve the Agent from liability for the Agent's gross negligence or willful
misconduct in connection with actions or omissions described in such clauses (i)
through (viii) of such sentence.

                           In furtherance and extension and not in limitation of
the specific provisions set forth above, any action
taken or omitted by the Agent under or in connection with the Letters of Credit
issued by it or any documents and certificates delivered thereunder, if taken or
omitted in good faith, shall not put the Agent under any resulting liability to
the Borrower or any Bank.


                                       32
<PAGE>

             Special Provisions for Second Norment Letter of Credit.
The Loan Parties and the Bank hereby acknowledge the prior issuance by the
Agent, as a Letter of Credit under the Letter of Credit Subfacility provided in
this Section 2.8, of an Irrevocable Letter of Credit (No. S247779SCP) in the
face amount of $3,547,945, representing a principal component of $3,500,000 and
an interest component of $47,945 based upon 50 days' interest at an assumed
maximum rate of 10% per annum, for the benefit of Norment Security Group, Inc.
dated April 22, 2002 (the "Second Norment Letter of Credit") in favor of Regions
Bank, as trustee (the "Trustee") to support $3,500,000 of Industrial Development
Revenue Bonds (Norment Security Group, Inc. Project) Series 2002 (the "Norment
Bonds") issued by The Industrial Development Board of the City of Montgomery
(the "Issuer") pursuant to a Trust Indenture between the Trustee and the Issuer
dated as of April 1, 2002 (the "Trust Indenture"). The Second Norment Letter of
Credit is in the form attached hereto as Exhibit 2.8.10.1 and such Exhibit and
the provisions of this Subsection 2.8.10 shall control with respect to the
Second Norment Letter of Credit and the Loan Parties' Obligations relating
thereto. In the event of a conflict between the terms and provisions applicable
to the Second Norment Letter of Credit by virtue of this Subsection 2.8.10, and
any other provisions of this Agreement or the other Loan Documents, this
Subsection 2.8.10 shall control. All capitalized terms used in this Subsection
2.8.10 and not otherwise defined shall have the meaning ascribed to such terms
in the Second Norment Letter of Credit.
                  The Second Norment Letter of Credit became effective on its
date of issuance and shall expire at 5:00 p.m. on the Stated Termination Date.
On or prior to the Stated Termination Date and on each anniversary date
thereafter, the Agent may, upon the written request of the Borrower given to the
Agent not more than one hundred twenty (120) days nor less than sixty (60) days
prior to such anniversary date, elect, at its sole option, to extend the Stated
Termination Date with respect to the Second Norment Letter of Credit for one
additional year, it being understood that the Agent shall have no obligation to
grant any such extension. Any such extension shall be subject to the mutual
agreement of the Borrower and the Agent as to any fees to be applicable to the
period of extension.

The Borrower hereby agrees to pay or cause to be paid to the Agent on behalf of
the Banks with respect to draws by the Trustee under the Second Norment Letter
of Credit: a sum equal to each amount drawn under the Second Norment Letter of
Credit by an Interest Draft, on the same Business Day that such draw is honored,
but not before the draw is honored;
a sum equal to each amount drawn against the Interest Component of the Letter of
Credit Amount by a Tender Draft (A) in the case of any such amount drawn on an
Interest Payment Date (as defined in the Trust Indenture) of the Norment Bonds
being purchased with the proceeds of such Tender Draft, the same Business Day
that such draw is honored but not before the draw is honored, and (B) in all
other cases, on the first to occur of (1) the first Business Day of the first
calendar month following the calendar month in which such draw is honored, (2)
the date on which the Norment Bonds purchased with the proceeds of such Tender
Draft are remarketed by the then current remarketing agent for the Norment Bonds
(the "Remarketing Agent") and the proceeds thereof delivered to the Trustee, (3)
the date on which the Norment Bonds purchased with the proceeds of such Tender
Draft are redeemed or otherwise paid in full, and (4) the date the Liquidity
Period terminates; a sum equal to each amount drawn against the Principal


                                       33
<PAGE>

Component of the Letter of Credit Amount by a Tender Draft, on the first to
occur of (A) the date on which the Norment Bonds purchased with the proceeds of
such Tender Draft are remarketed by the Remarketing Agent and the proceeds
thereof are delivered to the Trustee, (B) the date on which the Norment Bonds
purchased with the proceeds of such Tender Draft are redeemed or otherwise paid
in full, or (C) the date the Liquidity Period terminates; and a sum equal to
each amount drawn under the Norment Letter of Credit by a Redemption Draft, on
the same Business Day after such draw is honored.
                  All sums payable to the Agent and the Banks under this
Subsection 2.8.10.2 shall bear interest, from the date the corresponding draw is
honored under the Second Norment Letter of Credit until such sums are paid in
full (it being understood and agreed that any sum paid to the Agent after 12:00
noon, Pittsburgh time, on a Business Day shall bear interest as if it was paid
at 9:00 a.m. on the next following Business Day), at a rate equal to the Base
Rate Option plus Applicable Margin. Interest accruing pursuant to this
Subsection 2.8.10.2 shall be due and payable on the first Business Day of each
calendar month after the date the corresponding draw is honored under the Second
Norment Letter of Credit and on the date the respective sum is paid.

The Second Norment Letter of Credit shall be subject to reinstatement, reduction
and transfer as set forth therein. Without the prior written consent of the
Required Banks, the Borrower shall not redeem, or give any notice under the
Trust Indenture or any other document relating to the Norment Bonds of its
intention to redeem any of the Norment Bonds pursuant to the optional redemption
provisions thereof, if the Trustee would be permitted or required under the
Trust Indenture to draw under the Second Norment Letter of Credit for the
purpose of obtaining funds to effect such redemption.
                           Notwithstanding the foregoing, unless otherwise
directed to the contrary by the Agent with the
approval of the Required Banks, on each April 1 (or on the first Business Day
following April 1 if April 1 is not a Business Day) commencing April 1, 2003,
the Borrower shall cause to be redeemed pursuant to rights of optional
redemption under the Trust Indenture, or otherwise cause to be retired, that
aggregate principal amount of Norment Bonds for each such date as is set forth
in Schedule 2.8.10.4 attached hereto and made a part hereof, until such time as
no Norment Bonds remain outstanding under the Trust Indenture (it being
understood and agreed by the Borrower that any specification of Norment Bond
redemption requirements in said Schedule 2.8.10.4 for any period after the
stated expiration date of the Second Norment Letter of Credit shall in no manner
be construed as an indication of the Agent's of any Bank's willingness to extend
such expiration date, any such extension being in the sole and absolute
discretion of the Agent and the Banks, as the case may be).

The Borrower will obtain the consent of the Required Banks whenever the consent
of the Trustee is required to be obtained under the Trust Indenture or any
document, instrument or agreement relating to the Norment Bonds (the "Norment
Bond Documents"). The Borrower will not consent to or enter into any amendment
of or supplement to the Norment Bond Documents without the consent of the
Required Banks.
(a) To secure the Borrower's obligations to the Banks under this Agreement with
respect to the Second Norment Letter of Credit (as well as all other Letters of
Credit issued hereunder), the Borrower hereby pledges and assigns to the Agent
on behalf of the Banks, and grants to the Agent on behalf of the Banks, a
security interest in, all of the Borrower's right, title and interest, now owned


                                       34
<PAGE>

or hereafter acquired, in and to any and all Norment Bonds which (a) have been
tendered for purchase pursuant to tender option provisions of the Norment Bonds
and the Trust Indenture (or under any other provision of any indenture related
to any other Letter of Credit), and (b) have not been successfully remarketed by
the Remarketing Agent prior to 11:00 a.m. on the date of purchase thereof
pursuant to such tender (collectively, the "Unremarketed Tendered Bonds")
(together with all income therefrom and proceeds thereof) purchased pursuant to
the Trust Indenture with the proceeds of a Tender Draft presented under the
Second Norment Letter of Credit for which neither (i) full reimbursement has
been made to the Agent on behalf of the Banks, nor (ii) the Trustee holds
sufficient funds which, pursuant to the Trust Indenture (or other indenture),
the Trustee (or other trustee) is required to apply on behalf of the Borrower to
reimburse the Bank in full for such Tender Draft on the date such Tender Draft
is paid by the Agent. Such Unremarketed Tendered Bonds shall be, and are hereby,
pledged to the Agent as agent for the Banks, registered in its name as pledgee
of the Borrower and delivered to and held by the Trustee or tender agent as
agent for the Agent on behalf of the Banks under this Subsection 2.8.10.6 or, at
the option of the Agent on behalf of the Banks by written notice to the Borrower
and the Trustee, the pledged Unremarketed Tendered Bonds specified in such
notice shall be delivered to and held by the Agent on behalf of the Banks;
provided that, if such pledged Unremarketed Tendered Bonds are held in
uncertificated form pursuant to an agreement with the Depository Trust Company,
or a successor securities depository, then such pledge to the Banks shall be
recorded in the registration books maintained by the Trustee and in the records
of ownership maintained by the securities depository and any participant through
which such Pledged Bonds are held. Unremarketed Tendered Bonds which are so
pledged and held by the Trustee or tender agent as agent for the Agent on behalf
of the Banks are herein referred to as "Pledged Bonds".
         (b) Any principal of and interest on Pledged Bonds which become due and
payable (including any due bills received upon purchase thereof pursuant to the
record date provisions of the Trust Indenture or the Bonds) shall be paid to the
Agent on behalf of the Banks. All sums of money so paid to the Agent in respect
of Pledged Bonds shall be credited against the obligation of the Borrower to
reimburse the Agent on behalf of the Banks, with interest, for the amount drawn
with a Tender Draft to fund the purchase of such Pledged Bonds pursuant to the
Trust Indenture.

                  (c) If the Borrower pays or causes to be paid in full its
obligation under Subsection 2.8.10.2 for the reimbursement of the amount (or
allocable portion thereof) drawn with a Tender Draft to fund the purchase of
Pledged Bonds pursuant to Section 303 of the Trust Indenture (or if the Trustee
has received immediately available funds which, pursuant to Section 406(d) of
the Trust Indenture, the Trustee is required to pay over promptly to the Agent
in an amount sufficient to pay the Borrower's reimbursement obligation under
Subsection 2.8.10.2 with respect to the amount drawn with such Tender Draft to
fund the purchase of such Pledged Bonds), and provided no Event of Default has
occurred and is continuing, the Agent will release from the pledge of this
Agreement and will deliver, or cause its agent to deliver, such Pledged Bonds to
such person or persons as the Trustee or the Borrower may direct. An amount
equal to the principal of, plus accrued interest on, such Pledged Bonds shall be
presumed (absent notice to the contrary) to be an "amount sufficient" for
purposes of this Subsection 2.8.10.6 (c) and, upon receipt of such amount by the
Trustee for payment to the Agent as aforesaid, the Trustee shall be
automatically authorized to deliver such Pledged Bonds as aforesaid free from
the pledge of this Agreement, unless the Trustee has received from the Agent
written notice or telephonic notice (which shall thereafter be confirmed in
writing) that such release shall not occur.

                  (d) Neither the Agent nor the Banks shall be liable for
failure to collect or realize upon the obligations secured by the Pledged Bonds
or any collateral security or guarantee therefor, or any part thereof, or for
any delay in so doing, and neither the Agent nor the Banks shall be under any
obligation to take any action whatsoever with regard thereto.

                  (e) The Borrower represents and warrants to the Agent and the
Banks that the pledge, assignment and delivery of Pledged Bonds pursuant to this
Section 2.8.10.6 will create a valid first lien on and a first-perfected
security interest in, all right, title and interest of the Borrower in and to
the Pledged Bonds, and the proceeds thereof. The Borrower covenants and agrees
that it will defend the Agent's and the Banks' right, title and security
interest in and to the Pledged Bonds and the proceeds thereof against the claims
and demands of all persons. In addition to its other rights and remedies under


                                       35
<PAGE>

this Agreement and the Norment Bond Documents, the Agent, acting as agent for
the Banks, shall have the rights and remedies of a secured party under the
Uniform Commercial Code or other applicable law with respect to the security
interests created by this Subsection.

                      Borrowings to Repay Swing Line Loans.
                  Any aggregate positive balance of cash over the targeted
amount of cash in the applicable accounts under the Swing Line shall, to the
extent available at the end of a Business Day, be automatically applied to the
repayment of the outstanding balance of the Swing Line Loans. In addition to the
repayments referred to in the preceding sentence, PNC Bank may at its option at
any time demand repayment of the Swing Line Loans and upon any such demand, the
Borrower shall pay, and if the Borrower does not provide ready funds by 11:00
a.m. on the date of such demand, each Bank shall make a Revolving Credit
Facility A Loan in an amount equal to such Bank's Ratable Share of the aggregate
principal amount of such outstanding Swing Line Loan, plus, if PNC Bank so
requests, accrued interest thereon, provided that no Bank shall be obligated in
any event to make Revolving Credit Facility A Loans in excess of its Revolving
Credit Facility A Commitment or its Ratable Share of the Borrowing Base (to the
extent applicable), whichever is less. Revolving Credit Facility A Loans made
pursuant to the preceding sentence shall bear interest at the Base Rate Option
and shall be deemed to have been properly requested in accordance with Section
2.5 without regard to any of the requirements of that provision or other
provisions of the Agreement. PNC Bank shall provide notice to the Banks (which
may be telephonic or written notice by letter, facsimile or telephone) that such
Revolving Credit Facility A Loans are to be made under this Section 2.9 and of
the apportionment among the Banks, and the Banks shall be unconditionally
obligated to fund such Revolving Credit Facility A Loans (whether or not the
conditions specified in Section 7 are then satisfied) by the time PNC Bank so
requests, which may be on the Business Day that the Banks receive such notice
from PNC Bank.

                           REVOLVING CREDIT FACILITY B
                    Revolving Credit Facility B Commitments.
                  Subject to the terms and conditions hereof and relying upon
the representations and warranties herein set forth, each Bank severally agrees
to make Revolving Credit Facility B Loans to the Borrower at any time or from
time to time on or after the date hereof to the Revolving Credit Facility B
Expiration Date, provided that after giving effect to such Loan the aggregate
amount of all Revolving Credit Facility B Loans from such Bank shall not exceed
(x) the lesser of (i) such Bank's Revolving Credit Facility B Commitment and
(ii) such Bank's Ratable Share of the Borrowing Base (availability to be
determined after giving collective effect to all outstanding Revolving Credit
Loans under the Revolving Credit Facilities); provided however, that advances
shall not be subject to the Borrowing Base unless and until the aggregate
outstanding balance of all Revolving Credit Loans equals or exceeds $10,000,000
for a period of thirty consecutive calendar days at which time (1) the
availability under the Revolving Credit Facility B shall be subject to the
Borrowing Base limitation, and (2) the Borrower shall immediately make such
prepayments, if necessary, on the Loans in the amount required to bring the
outstanding aggregate principal balance of all outstanding Loans into compliance
with the Borrowing Base. Within such limits of time and amount and subject to
the other provisions of this Agreement, the Borrower may borrow, repay and
reborrow pursuant to this Section 3.1. Notwithstanding anything to the contrary
herein, the Banks may, in their reasonable discretion at any time hereafter, for
good cause decrease the ratio of their advances against Accounts or Qualified
Inventory or increase the level of any reserves, or create or maintain such
other reserves, as the Banks may deem necessary or appropriate. Any such change
shall become effective immediately upon notice to the Borrower.


                                       36
<PAGE>

                  Nature of Banks' Obligations with Respect to
                       Revolving Credit Facility B Loans.
     Each Bank shall be obligated to  participate  in each request for Revolving
Credit Facility B Loans pursuant to Section 3.4 [Revolving Credit Loan Requests]
in accordance  with its Ratable  Share.  The aggregate of each Bank's  Revolving
Credit Facility B Loans outstanding  hereunder to the Borrower at any time shall
never exceed its Revolving Credit Facility B Commitment. The obligations of each
Bank hereunder are several.  The failure of any Bank to perform its  obligations
hereunder  shall not affect the  Obligations  of the Borrower to any other party
nor shall any other  party be liable for the failure of such Bank to perform its
obligations  hereunder.  The Banks shall have no  obligation  to make  Revolving
Credit  Facility B Loans  hereunder on or after the Credit Facility B Expiration
Date.

                                Commitment Fees.
                  Subject ot the terms of this Section 3.3, the Borrower agrees
to pay to the Agent for the account of each Bank, as consideration for such
Bank's Revolving Credit Facility B Commitment hereunder, a nonrefundable
commitment fee (the "Commitment Fee") equal to the applicable percentage under
the heading "Commitment Fee Applicable Margin" in the definition of "Applicable
Margin" (computed on the basis of a year of 365 or 366 days, as the case may be,
and actual days elapsed) on the average daily difference between the amount of
(i) such Bank's Revolving Credit Facility B Commitment as the same may be
constituted from time to time and the (ii) such Bank's Revolving Credit Facility
B Loans outstanding; provided, however, that such Commitment Fee shall accrue
only with respect to each fiscal quarter during which any Revolving Credit
Facility B Loans are outstanding for 30 consecutive days or more, and all such
Commitment Fees shall be payable in arrears on the first Business Day following
the most recent quarter ending during which such Commitment Fee accrued and on
the Revolving Credit Facility B Expiration Date or upon acceleration of the
Revolving Credit Facility B Notes.

                         Revolving Credit Loan Requests.
                  Except as otherwise provided herein, the Borrower may from
time to time prior to the Revolving Credit Facility B Expiration Date request
the Banks to make Revolving Credit Facility B Loans, or renew or convert the
Interest Rate Option applicable to existing Revolving Credit Facility B Loans
pursuant to Section 0 [Interest Periods], by delivering to the Agent, not later
than 10:00 a.m., Pittsburgh time, (i) three (3) Business Days prior to the
proposed Borrowing Date with respect to the making of Revolving Credit Facility
B Loans to which the Euro-Rate Option applies or the conversion to or the
renewal of the Euro-Rate Option for any Loans; and (ii) one (1) Business Day
prior to either the proposed Borrowing Date with respect to the making of a
Revolving Credit Facility B Loan to which the Base Rate Option applies or the


                                       37
<PAGE>

last day of the preceding Interest Period with respect to the conversion to the
Base Rate Option for any Loan, of a duly completed Loan Request conforming to
Section 2.4, it being understood that the Agent may rely on the authority of any
individual making a telephonic request without the necessity of receipt of such
written confirmation. Each Loan Request shall be irrevocable and shall specify
(i) the proposed Borrowing Date; (ii) the aggregate amount of the proposed Loans
comprising each Borrowing Tranche, which shall be in integral multiples of
$500,000 and not less than $1,000,000 for each Borrowing Tranche to which the
Euro-Rate Option applies and not less than the lesser of $100,000 or the maximum
amount available for Borrowing Tranches to which the Base Rate Option applies;
(iii) whether the Euro-Rate Option or Base Rate Option shall apply to the
proposed Loans comprising the applicable Borrowing Tranche; and (iv) in the case
of a Borrowing Tranche to which the Euro-Rate Option applies, an appropriate
Interest Period for the Loans comprising such Borrowing Tranche.

                    Making Revolving Credit Facility B Loans.
                  The Agent shall, promptly after receipt by it of a Loan
Request for an advance under Revolving Credit Facility B pursuant to Section 3.4
[Revolving Credit Loan Requests], notify the Banks of its receipt of such Loan
Request specifying: (i) the proposed Borrowing Date and the time and method of
disbursement of the Revolving Credit Facility B Loans requested thereby; (ii)
the amount and type of each such Revolving Credit Facility B Loan and the
applicable Interest Period (if any); and (iii) the apportionment among the Banks
of such Revolving Credit Facility B Loans as determined by the Agent in
accordance with Section 3.2 [Nature of Banks' Obligations with Respect to
Revolving Credit Facility B Loans]. Each Bank shall remit the principal amount
of each Revolving Credit Facility B Loan to the Agent such that the Agent is
able to, and the Agent shall, to the extent the Banks have made funds available
to it for such purpose and subject to Section 0 [Each Additional Loan], fund
such Revolving Credit Facility B Loans to the Borrower in U.S. Dollars and
immediately available funds at the Principal Office prior to 2:00 p.m.,
Pittsburgh time, on the applicable Borrowing Date, provided that if any Bank
fails to remit such funds to the Agent in a timely manner, the Agent may elect
in its sole discretion to fund with its own funds the Revolving Credit Facility
B Loans of such Bank on such Borrowing Date, and such Bank shall be subject to
the repayment obligation in Section 0 [Availability of Funds].

                       Revolving Credit Facility B Notes.
                  The Obligation of the Borrower to repay the aggregate unpaid
principal amount of the Revolving Credit Facility B Loans made to it by each
Bank, together with interest thereon, shall be evidenced by a Revolving Credit
Facility B Note dated the Closing Date payable to the order of such Bank in a
face amount equal to the Revolving Credit Facility B Commitment of such Bank.

                                Use of Proceeds.
                  The proceeds of the Revolving Credit Facility B Loans shall be
used for general corporate purposes and in accordance with Section 0 [Use of
Proceeds].


                                       38
<PAGE>

                                 INTEREST RATES
                             Interest Rate Options.
                  The Borrower shall pay interest in respect of the outstanding
unpaid principal amount of the Loans as selected by it from the Base Rate Option
or Euro-Rate Option set forth below applicable to the Loans, it being understood
that, subject to the provisions of this Agreement, the Borrower may select
different Interest Rate Options and different Interest Periods to apply
simultaneously to the Loans comprising different Borrowing Tranches and may
convert to or renew one or more Interest Rate Options with respect to all or any
portion of the Loans comprising any Borrowing Tranche, provided that there shall
not be at any one time outstanding more than five (5) Borrowing Tranches in the
aggregate among all of the Loans (excluding Swing Line Loans). If at any time
the designated rate applicable to any Loan made by any Bank exceeds such Bank's
highest lawful rate, the rate of interest on such Bank's Loan shall be limited
to such Bank's highest lawful rate. All Swing Line Loans shall bear interest at
the Base Rate Option.

                     Revolving Credit Interest Rate Options.

                           The Borrower shall have the right to select from the
following Interest Rate Options applicable to the
Revolving Credit Loans:

Base Rate Option: A fluctuating rate per annum (computed on the basis of a year
of 365 or 366 days, as the case may be, and actual days elapsed) equal to the
Base Rate plus the Applicable Margin, such interest rate to change automatically
from time to time effective as of the effective date of each change in the Base
Rate; or Euro-Rate Option: A rate per annum (computed on the basis of a year of
360 days and actual days elapsed) equal to the Euro-Rate plus the Applicable
Margin.
                                Rate Quotations.
                           The Borrower may call the Agent on or before the date
on which a Loan Request is to be delivered to receive
an indication of the rates then in effect, but it is acknowledged that such
projection shall not be binding on the Agent or the Banks nor affect the rate of
interest which thereafter is actually in effect when the election is made.

                                Interest Periods.
                  At any time when the Borrower shall select, convert to or
renew a Euro-Rate Option, the Borrower shall notify the Agent thereof at least
three (3) Business Days prior to the effective date of such Euro-Rate Option by
delivering a Loan Request. The notice shall specify an Interest Period during
which such Interest Rate Option shall apply. Notwithstanding the preceding
sentence, the following provisions shall apply to any selection of, renewal of,
or conversion to a Euro-Rate Option:

                          Amount of Borrowing Tranche.
                           Each Borrowing Tranche of Euro-Rate Loans shall be in
integral multiples of $500,000 and not less than $1,000,000; and

                                       39
<PAGE>

                                    Renewals.
                           In the case of the renewal of a Euro-Rate Option at
the end of an Interest Period, the first day of the new
Interest Period shall be the last day of the preceding Interest Period, without
duplication in payment of interest for such day.

                             Interest After Default.
                  To the extent permitted by Law, upon the occurrence of an
Event of Default and until such time such Event of Default shall have been cured
or waived:

                      Letter of Credit Fees, Interest Rate.
                           The Letter of Credit Fees and the rate of interest
for each Loan otherwise applicable pursuant to Section 0
[Letter of Credit Fees] or Section 0 [Interest Rate Options], respectively,
shall be increased by 2.0% per annum; and

                               Other Obligations.
                           Each other Obligation hereunder if not paid when due
shall bear interest at a rate per annum equal to the
sum of the rate of interest applicable under the Base Rate Option plus an
additional 2% per annum from the time such Obligation becomes due and payable
and until it is paid in full.

                                 Acknowledgment.
                           The Borrower acknowledges that the increase in rates
referred to in this Section 0 reflects, among other
things, the fact that such Loans or other amounts have become a substantially
greater risk given their default status and that the Banks are entitled to
additional compensation for such risk; and all such interest shall be payable by
Borrower upon demand by Agent.

                Euro-Rate Unascertainable; Illegality; Increased
                         Costs; Deposits Not Available.
                                Unascertainable.
                           If on any date on which a Euro-Rate would otherwise
be determined, the Agent shall have determined that:

adequate and reasonable means do not exist for ascertaining such Euro-Rate, or
a contingency has occurred which materially and adversely affects the London
interbank Eurodollar market relating to the Euro-Rate, the Agent shall have the
rights specified in Section 0.
              Illegality; Increased Costs; Deposits Not Available.
               If at any time any Bank shall have determined that:

                                       40
<PAGE>

the making, maintenance or funding of any Loan to which a Euro-Rate Option
applies has been made impracticable or unlawful by compliance by such Bank in
good faith with any Law or any interpretation or application thereof by any
Official Body or with any request or directive of any such Official Body
(whether or not having the force of Law), or such Euro-Rate Option will not
adequately and fairly reflect the cost to such Bank of the establishment or
maintenance of any such Loan, or after making all reasonable efforts, deposits
of the relevant amount in Dollars for the relevant Interest Period for a Loan,
or to banks generally, to which a Euro-Rate Option applies, respectively, are
not available to such Bank with respect to such Loan, or to banks generally, in
the interbank Eurodollar market, then the Agent shall have the rights specified
in Section 0.
                           Agent's and Bank's Rights.
                           In the case of any event specified in Section 0
above, the Agent shall promptly so notify the Banks and the
Borrower thereof, and in the case of an event specified in Section 0 above, such
Bank shall promptly so notify the Agent and endorse a certificate to such notice
as to the specific circumstances of such notice, and the Agent shall promptly
send copies of such notice and certificate to the other Banks and the Borrower.
Upon such date as shall be specified in such notice (which shall not be earlier
than the date such notice is given), the obligation of (A) the Banks, in the
case of such notice given by the Agent, or (B) such Bank, in the case of such
notice given by such Bank, to allow the Borrower to select, convert to or renew
a Euro-Rate Option shall be suspended until the Agent shall have later notified
the Borrower, or such Bank shall have later notified the Agent, of the Agent's
or such Bank's, as the case may be, determination that the circumstances giving
rise to such previous determination no longer exist. If at any time the Agent
makes a determination under Section 0 and the Borrower has previously notified
the Agent of its selection of, conversion to or renewal of a Euro-Rate Option
and such Interest Rate Option has not yet gone into effect, such notification
shall be deemed to provide for selection of, conversion to or renewal of the
Base Rate Option otherwise available with respect to such Loans. If any Bank
notifies the Agent of a determination under Section 0, the Borrower shall,
subject to the Borrower's indemnification Obligations under Section 0
[Indemnity], as to any Loan of the Bank to which a Euro-Rate Option applies, on
the date specified in such notice either convert such Loan to the Base Rate
Option otherwise available with respect to such Loan or prepay such Loan in
accordance with Section 0 [Voluntary Prepayments]. Absent due notice from the
Borrower of conversion or prepayment, such Loan shall automatically be converted
to the Base Rate Option otherwise available with respect to such Loan upon such
specified date.

                       Selection of Interest Rate Options.
                  If the Borrower fails to select a new Interest Period to apply
to any Borrowing Tranche of Loans under the Euro-Rate Option at the expiration
of an existing Interest Period applicable to such Borrowing Tranche in
accordance with the provisions of Section 0 [Interest Periods], the Borrower
shall be deemed to have converted such Borrowing Tranche to the Base Rate Option
or Term Loan Base Rate Option, as applicable, commencing upon the last day of
the existing Interest Period.


                                       41
<PAGE>

                                    PAYMENTS
                                    Payments.
                  All payments and prepayments to be made in respect of
principal, interest, Commitment Fees, Letter of Credit Fees, Agent's Fee or
other fees or amounts due from the Borrower hereunder shall be payable prior to
11:00 a.m., Pittsburgh time, on the date when due without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived by the
Borrower, and without set-off, counterclaim or other deduction of any nature,
and an action therefor shall immediately accrue. Such payments shall be made to
the Agent at the Principal Office for the ratable accounts of the Banks with
respect to the Loans (or for the account of PNC Bank with respect to Swing Line
Loans) in U.S. Dollars and in immediately available funds, and the Agent shall
promptly distribute such amounts to the Banks in immediately available funds,
provided that in the event payments are received by 11:00 a.m., Pittsburgh time,
by the Agent with respect to the Loans and such payments are not distributed to
the Banks on the same day received by the Agent, the Agent shall pay the Banks
the Federal Funds Effective Rate with respect to the amount of such payments for
each day held by the Agent and not distributed to the Banks. The Agent's and
each Bank's statement of account, ledger or other relevant record shall, in the
absence of manifest error, be conclusive as the statement of the amount of
principal of and interest on the Loans and other amounts owing under this
Agreement and shall be deemed an "account stated."

                  On the Revolving Credit Facility A Expiration Date all
principal and accrued interest outstanding under Revolving Credit Facility A,
the Swing Loans, the Letter of Credit Borrowings and the Reimbursement
Obligations, together with all unpaid Commitment Fees, Letter of Credit Fees,
Agent's Fees and other costs, fees, charges, expenses and amounts payable under
this Agreement or any of the other Loan Documents with respect to Revolving
Credit Facility A, shall due and payable without further notice to or demand
upon the Borrower or any of the other Loan Parties. On the Revolving Credit
Facility B Expiration Date, all principal and accrued interest outstanding under
Revolving Credit Facility B, together with all unpaid Commitment Fees, Letter of
Credit Fees, Agent's Fees and other costs, fees, charges, expenses and amounts
payable under this Agreement or any of the other Loan Documents with respect to
Revolving Credit Facility B, shall due and payable without further notice to or
demand upon the Borrower or any of the other Loan Parties.

                          Pro Rata Treatment of Banks.
                  Each borrowing shall be allocated to each Bank according to
its Ratable Share, and each selection of, conversion to or renewal of any
Interest Rate Option and each payment or prepayment by the Borrower with respect
to principal, interest, Commitment Fees, Letter of Credit Fees, or other fees
(except for the Agent's Fee) or amounts due from the Borrower hereunder to the
Banks with respect to the Loans, shall (except as provided in Section 0 [Agent's
and Bank's Rights] in the case of an event specified in Section 0 [Euro-Rate
Unascertainable; Etc.], 0 [Replacement of a Bank] or 0 [Additional Compensation
in Certain Circumstances]) be made in proportion to the applicable Loans
outstanding from each Bank and, if no such Loans are then outstanding, in
proportion to the Ratable Share of each Bank.


                                       42
<PAGE>

                             Interest Payment Dates.
                  Interest on Loans to which the Base Rate Option applies shall
be due and payable in arrears on the first Business Day of each April, July,
October and January after the date hereof and on the Revolving Credit Facility A
Expiration Date or the Revolving Credit Facility B Expiration Date, as the case
may be, or upon acceleration of the Notes. Interest on Loans to which the
Euro-Rate Option applies shall be due and payable on the last day of each
Interest Period for those Loans and, if such Interest Period is longer than
three (3) Months, also on the 90th day of such Interest Period. Interest on
mandatory prepayments of principal under Section 0 [Mandatory Prepayments] shall
be due on the date such mandatory prepayment is due. Interest on the principal
amount of each Loan or other monetary Obligation shall be due and payable on
demand after such principal amount or other monetary Obligation becomes due and
payable (whether on the stated maturity date, upon acceleration or otherwise).

                             Voluntary Prepayments.
                                Right to Prepay.
                           The Borrower shall have the right at its option from
time to time to prepay the Loans in whole or part
without premium or penalty (except as provided in Section 0 below or in Section
0 [Additional Compensation in Certain Circumstances]):

at any time with respect to any Loan to which the Base Rate Option applies,
on the last day of the applicable Interest Period with respect to Loans to which
a Euro-Rate Option applies, on the date specified in a notice by any Bank
pursuant to Section 0 [Euro-Rate Unascertainable, Etc.] with respect to any
Loan to which a Euro-Rate Option applies.

                           Whenever the Borrower desires to prepay any part of
the Loans, it shall provide a prepayment notice to the
Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment
of Loans setting forth the following information:

                           (x) the date, which shall be a Business Day, on which
                  the proposed prepayment is to be made;

                           (y) a statement indicating the application of the
                  prepayment between the Revolving Credit Loans and Term Loans;
                  and

                           (z) the total principal amount of such prepayment,
                  which shall not be less than $1,000,000 (with no minimum in
                  the case of Revolving Credit Loans, all Loans to which the
                  Base Rate Option applies and all Swing Line Loans).

All prepayment notices shall be irrevocable. The principal amount of the Loans
for which a prepayment notice is given, together with interest on such principal
amount except with respect to Loans to which the Base Rate Option applies, shall
be due and payable on the date specified in such prepayment notice as the date
on which the proposed prepayment is to be made. All Term Loan prepayments
permitted pursuant to this Section 0 shall be applied to the unpaid installments
of principal of the Term Loans in the inverse order of scheduled maturities.
Except as provided in Section 0 [Agent's and Bank's rights], if the Borrower


                                       43
<PAGE>

prepays a Loan but fails to specify the applicable Borrowing Tranche which the
Borrower is prepaying, the prepayment shall be applied (i) first to Revolving
Credit Loans and then to Term Loans; and (ii) after giving effect to the
allocations in clause (i) above and in the preceding sentence, first to Loans to
which the Base Rate Option applies, then to Loans to which the Euro-Rate Option
applies. Any prepayment hereunder shall be subject to the Borrower's Obligation
to indemnify the Banks under Section 0 [Indemnity].

                             Replacement of a Bank.
                           In the event any Bank (i) gives notice under Section
0 [Euro-Rate Unascertainable, Etc.] or Section 0
[Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the
making of such Loans would contravene any Law applicable to such Bank, or (iii)
becomes subject to the control of an Official Body (other than normal and
customary supervision), then the Borrower shall have the right at its option,
with the consent of the Agent, which shall not be unreasonably withheld, to
prepay the Loans of such Bank in whole, together with all interest accrued
thereon, and terminate such Bank's Commitment within ninety (90) days after (x)
receipt of such Bank's notice under Section 0 [Euro-Rate Unascertainable, Etc.]
or 0 [Increased Costs, Etc.], (y) the date such Bank has failed to fund
Revolving Credit Loans because the making of such Loans would contravene Law
applicable to such Bank, or (z) the date such Bank became subject to the control
of an Official Body, as applicable; provided that the Borrower shall also pay to
such Bank at the time of such prepayment any amounts required under Section 0
[Additional Compensation in Certain Circumstances] and any accrued interest due
on such amount and any related fees; provided, however, that the Commitment of
such Bank shall be provided by one or more of the remaining Banks or a
replacement bank acceptable to the Agent (and the Agent agrees to use good faith
efforts to identify possible replacement Banks); provided, further, the
remaining Banks shall have no obligation hereunder to increase their
Commitments. Notwithstanding the foregoing, the Agent may only be replaced
subject to the requirements of Section 0 [Successor Agent] and provided that all
Letters of Credit have expired or been terminated or replaced.

                            Change of Lending Office.
                           Each Bank agrees that upon the occurrence of any
event giving rise to increased costs or other special
payments under Section 0 [Illegality, Etc.] or 0 [Increased Costs, Etc.] with
respect to such Bank, it will if requested by the Borrower, use reasonable
efforts (subject to overall policy considerations of such Bank) to designate
another lending office for any Loans or Letters of Credit affected by such
event, provided that such designation is made on such terms that such Bank and
its lending office suffer no economic, legal or regulatory disadvantage, with
the object of avoiding the consequence of the event giving rise to the operation
of such Section. Nothing in this Section 0 shall affect or postpone any of the
Obligations of the Borrower or any other Loan Party or the rights of the Agent
or any Bank provided in this Agreement.


                                       44
<PAGE>

                             Mandatory Prepayments.
                              Excess Outstandings.
                           The Borrower shall make mandatory payments of
principal (together with accrued interest thereon) to the
Agent to the extent by which the Revolving Facility Usage exceeds at any time
the lesser of (i) the Revolving Credit Commitments and (ii) the Borrowing Base,
to the extent in effect pursuant to Sections 2.1 or Section 2.3, on the day such
excess is calculated.

                    Application Among Interest Rate Options.
                           All prepayments required pursuant to this Section 0
shall first be applied among the Interest Rate Options
to the principal amount of the Loans subject to the Base Rate Option, then to
Loans subject to a Euro-Rate Option. In accordance with Section 0 [Indemnity],
the Borrower shall indemnify the Banks for any loss or expense, including
reimbursement for loss of margin, incurred with respect to any such prepayments
applied against Loans subject to a Euro-Rate Option on any day other than the
last day of the applicable Interest Period.

                Additional Compensation in Certain Circumstances.
   Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital
                     Adequacy Requirements, Expenses, Etc.
     If any Law, guideline or interpretation or any change in any Law, guideline
or interpretation  or application  thereof by any Official Body charged with the
interpretation  or  administration  thereof or  compliance  with any  request or
directive  (whether or not having the force of Law) of any central bank or other
Official Body:

subjects any Bank to any tax or changes the basis of taxation with respect to
this Agreement, the Notes, the Loans or payments by the Borrower of principal,
interest, Commitment Fees, or other amounts due from the Borrower hereunder or
under the Notes (except for taxes on the overall net income of such Bank),
imposes, modifies or deems applicable any reserve, special deposit or similar
requirement against credits or commitments to extend credit extended by, or
assets (funded or contingent) of, deposits with or for the account of, or other
acquisitions of funds by, any Bank, or imposes, modifies or deems applicable any
capital adequacy or similar requirement (A) against assets (funded or
contingent) of, or letters of credit, other credits or commitments to extend
credit extended by, any Bank, or (B) otherwise applicable to the obligations of
any Bank under this Agreement, and the result of any of the foregoing is to
increase the cost to, reduce the income receivable by, or impose any expense
(including loss of margin) upon any Bank with respect to this Agreement, the
Notes or the making, maintenance or funding of any part of the Loans (or, in the
case of any capital adequacy or similar requirement, to have the effect of
reducing the rate of return on any Bank's capital, taking into consideration
such Bank's customary policies with respect to capital adequacy) by an amount
which such Bank in its sole discretion deems to be material, such Bank shall
from time to time notify the Borrower and the Agent of the amount determined in
good faith (using any averaging and attribution methods employed in good faith)
by such Bank to be necessary to compensate such Bank for such increase in cost,
reduction of income, additional expense or reduced rate of return. Such notice
shall set forth in reasonable detail the basis for such determination. Such
amount shall be due and payable by the Borrower to such Bank ten (10) Business
Days after such notice is given.


                                       45
<PAGE>

                                   Indemnity.
                           In addition to the compensation required by Section 0
[Increased Costs, Etc.], the Borrower shall indemnify
each Bank against all liabilities, losses or expenses (including loss of margin,
any loss or expense incurred in liquidating or employing deposits from third
parties and any loss or expense incurred in connection with funds acquired by a
Bank to fund or maintain Loans subject to a Euro-Rate Option) which such Bank
sustains or incurs as a consequence of any

payment, prepayment, conversion or renewal of any Loan to which a Euro-Rate
Option applies on a day other than the last day of the corresponding Interest
Period (whether or not such payment or prepayment is mandatory, voluntary or
automatic and whether or not such payment or prepayment is then due), attempt by
the Borrower to revoke (expressly, by later inconsistent notices or otherwise)
in whole or part any Loan Requests under Section 0 [Revolving Credit Loan
Requests] or Section 0 [Interest Periods] or notice relating to prepayments
under Section 0 [Voluntary Prepayments], or default by the Borrower in the
performance or observance of any covenant or condition contained in this
Agreement or any other Loan Document, including any failure of the Borrower to
pay when due (by acceleration or otherwise) any principal, interest, Commitment
Fee or any other amount due hereunder.
                  If any Bank sustains or incurs any such loss or expense, it
shall promptly notify the Borrower of the amount determined in good faith by
such Bank (which determination may include such assumptions, allocations of
costs and expenses and averaging or attribution methods as such Bank shall deem
reasonable) to be necessary to indemnify such Bank for such loss or expense.
Such notice shall set forth in reasonable detail the basis for such
determination. Such amount shall be due and payable by the Borrower to such Bank
ten (10) Business Days after such notice is given.

                         REPRESENTATIONS AND WARRANTIES
                         Representations and Warranties.
                  The Loan Parties, jointly and severally, represent and warrant
to the Agent and each of the Banks as follows:

                         Organization and Qualification.
                           Each Loan Party and each Subsidiary of each Loan
Party is a corporation, partnership or limited liability
company duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization. Each Loan Party and each Subsidiary of each
Loan Party has the lawful power to own or lease its properties and to engage in
the business it presently conducts or proposes to conduct. Each Loan Party and
each Subsidiary of each Loan Party is duly licensed or qualified and in good
standing in each jurisdiction listed on Schedule 0 and in all other
jurisdictions where the property owned or leased by it or the nature of the
business transacted by it or both makes such licensing or qualification
necessary.


                                       46
<PAGE>

                          Capitalization and Ownership.
                           The authorized capital stock of the Borrower consists
of shares of stock (referred to herein as the
"Shares") which are described on Schedule 0 which also describes generally the
ownership of all issued and outstanding Shares. All of the Shares have been
validly issued and are fully paid and nonassessable. There are no options,
warrants or other rights outstanding to purchase any such shares except as
indicated on Schedule 0.

                                  Subsidiaries.
                           Schedule 0 states the name of each of the Borrower's
Subsidiaries, its jurisdiction of incorporation, its
authorized capital stock, the issued and outstanding shares (referred to herein
as the "Subsidiary Shares") and the owners thereof if it is a corporation, its
outstanding partnership interests (the "Partnership Interests") if it is a
partnership and its outstanding limited liability company interests, interests
assigned to managers thereof and the voting rights associated therewith (the
"LLC Interests") if it is a limited liability company. The Borrower and each
Subsidiary of the Borrower has good and marketable title to all of the
Subsidiary Shares, Partnership Interests and LLC Interests it purports to own,
free and clear in each case of any Lien. All Subsidiary Shares, Partnership
Interests and LLC Interests have been validly issued, and all Subsidiary Shares
are fully paid and nonassessable. All capital contributions and other
consideration required to be made or paid in connection with the issuance of the
Partnership Interests and LLC Interests have been made or paid, as the case may
be. There are no options, warrants or other rights outstanding to purchase any
such Subsidiary Shares, Partnership Interests or LLC Interests except as
indicated on Schedule 0.

                              Power and Authority.
                           Each Loan Party has full power to enter into,
execute, deliver and carry out this Agreement and the other
Loan Documents to which it is a party, to incur the Indebtedness contemplated by
the Loan Documents and to perform its Obligations under the Loan Documents to
which it is a party, and all such actions have been duly authorized by all
necessary proceedings on its part.

                          Validity and Binding Effect.
                           This Agreement has been duly and validly executed and
delivered by each Loan Party, and each other Loan
Document which any Loan Party is required to execute and deliver on or after the
date hereof will have been duly executed and delivered by such Loan Party on the
required date of delivery of such Loan Document. This Agreement and each other
Loan Document constitutes, or will constitute, legal, valid and binding
obligations of each Loan Party which is or will be a party thereto on and after
its date of delivery thereof, enforceable against such Loan Party in accordance
with its terms, except to the extent that enforceability of any of such Loan
Document may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforceability of creditors' rights generally
or limiting the right of specific performance.

                                  No Conflict.
                           Neither the execution and delivery of this Agreement
or the other Loan Documents by any Loan Party nor the
consummation of the transactions herein or therein contemplated or compliance


                                       47
<PAGE>

with the terms and provisions hereof or thereof by any of them will conflict
with, constitute a default under or result in any breach of (i) the terms and
conditions of the certificate of incorporation, bylaws, certificate of limited
partnership, partnership agreement, certificate of formation, limited liability
company agreement or other organizational documents of any Loan Party or (ii)
any Law or any material agreement or instrument (including, without limitation,
any document, instrument or agreement relating to the 2004 Subordinated Debt) or
order, writ, judgment, injunction or decree to which any Loan Party or any of
its Subsidiaries is a party or by which it or any of its Subsidiaries is bound
or to which it is subject, or result in the creation or enforcement of any Lien,
charge or encumbrance whatsoever upon any property (now or hereafter acquired)
of any Loan Party or any of its Subsidiaries (other than Liens granted under the
Loan Documents).

                                   Litigation.
                           Except as shown on Schedule 0, there are no actions,
suits, proceedings or investigations pending or, to
the knowledge of any Loan Party, threatened against such Loan Party or any
Subsidiary of such Loan Party at law or equity before any Official Body which
individually or in the aggregate may result in any Material Adverse Change. None
of the Loan Parties or any Subsidiaries of any Loan Party is in violation of any
order, writ, injunction or any decree of any Official Body which may result in
any Material Adverse Change.

                              Title to Properties.
                           The real property owned or leased by each Loan Party
and each Subsidiary of each Loan Party is described on
Schedule 0. Each Loan Party and each Subsidiary of each Loan Party has good and
marketable title to or valid leasehold interest in all properties, assets and
other rights which it purports to own or lease or which are reflected as owned
or leased on its books and records, free and clear of all Liens and encumbrances
except Permitted Liens, and subject to the terms and conditions of the
applicable leases. All leases of property are in full force and effect without
the necessity for any consent which has not previously been obtained upon
consummation of the transactions contemplated hereby.

                              Financial Statements.
Historical Statements. The Borrower has delivered to the Agent copies of its
audited consolidated year-end financial statements for and as of the end of the
four (4) fiscal years ended December 31, 2003 (the "Annual Statements"). In
addition, the Borrower has delivered to the Agent copies of its unaudited
consolidated interim financial statements for the fiscal year to date (the
"Interim Statements") (the Annual and Interim Statements being collectively
referred to as the "Historical Statements"). The Historical Statements were
compiled from the books and records maintained by the Borrower's management, are
correct and complete and fairly represent the consolidated financial condition
of the Borrower and its Subsidiaries as of their dates and the results of
operations for the fiscal periods then ended and have been prepared in
accordance with GAAP consistently applied, subject (in the case of the Interim
Statements) to normal year-end audit adjustments.


                                       48
<PAGE>

Financial Projections. The Borrower has delivered to the Agent updated financial
projections of the Borrower and its Subsidiaries for the fiscal year 2004
derived from various assumptions of the Borrower's management (the "Financial
Projections") and including the items referred to in Section 0 [Projections].
The Financial Projections represent a reasonable range of possible results in
light of the history of the business, present and foreseeable conditions and the
intentions of the Borrower's management. The Financial Projections accurately
reflect the liabilities of the Borrower and its Subsidiaries upon consummation
of the transactions contemplated hereby as of the Closing Date.
Accuracy of Financial Statements. Neither the Borrower nor any Subsidiary of the
Borrower has any liabilities, contingent or otherwise, or forward or long-term
commitments that are not disclosed in the Historical Statements or in the notes
thereto, and except as disclosed therein there are no unrealized or anticipated
losses from any commitments of the Borrower or any Subsidiary of the Borrower
which may cause a Material Adverse Change. Since December 31, 2003, no Material
Adverse Change has occurred.
             Use of Proceeds; Margin Stock; Section 20 Subsidiaries.
General.
     The Loan Parties intend to use the proceeds of the Loans in accordance with
Sections 2.7, 3.7 and 0.

Margin Stock.
                                    None of the Loan Parties or any Subsidiaries
of any Loan Party engages or intends to engage
principally, or as one of its important activities, in the business of extending
credit for the purpose, immediately, incidentally or ultimately, of purchasing
or carrying margin stock (within the meaning of Regulation U). No part of the
proceeds of any Loans has been or will be used, immediately, incidentally or
ultimately, to purchase or carry any margin stock or to extend credit to others
for the purpose of purchasing or carrying any margin stock or to refund
Indebtedness originally incurred for such purpose, or for any purpose which
entails a violation of or which is inconsistent with the provisions of the
regulations of the Board of Governors of the Federal Reserve System. None of the
Loan Parties or any Subsidiary of any Loan Party holds or intends to hold margin
stock in such amounts that more than 25% of the reasonable value of the assets
of any Loan Party or Subsidiary of any Loan Party are or will be represented by
margin stock.

Section 20 Subsidiaries.
                                    The Loan Parties do not intend to use and
shall not use any portion of the proceeds of the Loans,
directly or indirectly, to purchase during the underwriting period, or for
thirty (30) days thereafter, Ineligible Securities being underwritten by a
Section 20 Subsidiary.

                                Full Disclosure.
                           Neither this Agreement nor any other Loan Document,
nor any certificate, statement, agreement or other
documents furnished to the Agent or any Bank in connection herewith or
therewith, contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements contained herein and
therein, in light of the circumstances under which they were made, not
misleading. There is no fact known to any Loan Party which materially adversely
affects the business, property, assets, financial condition, results of
operations or prospects of any Loan Party or Subsidiary of any Loan Party which
has not been set forth in this Agreement or in the certificates, statements,
agreements or other documents furnished in writing to the Agent and the Banks
prior to or at the date hereof in connection with the transactions contemplated
hereby.

                                       49
<PAGE>

                                     Taxes.
                           All federal, state, local and other tax returns
required to have been filed with respect to each Loan Party
and each Subsidiary of each Loan Party have been filed, and payment or adequate
provision has been made for the payment of all taxes, fees, assessments and
other governmental charges which have or may become due pursuant to said returns
or to assessments received, except to the extent that such taxes, fees,
assessments and other charges are being contested in good faith by appropriate
proceedings diligently conducted and for which such reserves or other
appropriate provisions, if any, as shall be required by GAAP shall have been
made. There are no agreements or waivers extending the statutory period of
limitations applicable to any federal income tax return of any Loan Party or
Subsidiary of any Loan Party for any period.

                             Consents and Approvals.
                           No consent, approval, exemption, order or
authorization of, or a registration or filing with, any Official
Body or any other Person is required by any Law or any agreement in connection
with the execution, delivery and carrying out of this Agreement and the other
Loan Documents by any Loan Party, except as listed on Schedule 0, all of which
shall have been obtained or made on or prior to the Closing Date except as
otherwise indicated on Schedule 0.

                No Event of Default; Compliance with Instruments.
                           No event has occurred and is continuing and no
condition exists or will exist after giving effect to the
borrowings or other extensions of credit to be made on the Closing Date under or
pursuant to the Loan Documents which constitutes an Event of Default or
Potential Default. None of the Loan Parties or any Subsidiaries of any Loan
Party is in violation of (i) any term of its certificate of incorporation,
bylaws, certificate of limited partnership, partnership agreement, certificate
of formation, limited liability company agreement or other organizational
documents or (ii) any material agreement or instrument to which it is a party or
by which it or any of its properties may be subject or bound (including, without
limitation, any document, instrument or agreement relating to the 2004
Subordinated Debt) where such violation would constitute a Material Adverse
Change.

                 Patents, Trademarks, Copyrights, Licenses, Etc.
                           Each Loan Party and each Subsidiary of each Loan
Party owns or possesses all the material patents,
trademarks, service marks, trade names, copyrights, licenses, registrations,
franchises, permits and rights necessary to own and operate its properties and
to carry on its business as presently conducted and planned to be conducted by
such Loan Party or Subsidiary, without known possible, alleged or actual
conflict with the rights of others. All material patents, trademarks, service
marks, trade names, copyrights, licenses, registrations, franchises and permits
of each Loan Party and each Subsidiary of each Loan Party are listed and
described on Schedule 0.

                               Security Interests.
                           The Liens and security interests granted to the
Agent for the benefit of the Banks pursuant to the Security
Agreement, the Patent, Trademark and Copyright Security Agreement, the Pledge


                                       50
<PAGE>

Agreement and the Security Agreement in the Collateral constitute and will
continue to constitute Prior Security Interests under the Uniform Commercial
Code as in effect in each applicable jurisdiction (the "Uniform Commercial
Code") or other applicable Law entitled to all the rights, benefits and
priorities provided by the Uniform Commercial Code or such Law. Such action as
is necessary or advisable to establish such rights of the Agent has been taken,
and there is no necessity for any further action in order to preserve, protect
and continue such rights, except the filing of continuation statements with
respect to such financing statements within six months prior to each five-year
anniversary of the filing of such financing statements. All filing fees and
other expenses in connection with each such action have been or will be paid by
the Borrower. Without limiting the forgoing, the Liens granted to the Agent for
the benefit of the Banks pursuant to the Mortgages constitute a valid first
priority Lien under applicable law. All such action as will be necessary or
advisable to establish such Lien of the Agent and its priority as described in
the preceding sentence has been taken at or prior to the time required for such
purpose, and there is no necessity for any further action in order to protect,
preserve and continue such Lien and such priority.

                        Status of the Pledged Collateral.
                           All the shares of capital stock, Partnership
Interests or LLC Interests included in the Pledged Collateral
which have been pledged pursuant to the Pledge Agreement or the Security
Agreement are validly issued and nonassessable and owned beneficially and of
record by the pledgor free and clear of any Lien or restriction on transfer,
except as otherwise provided by the Pledge Agreement or the Security Agreement
and except as the right of the Banks to dispose of the Shares, Partnership
Interests or LLC Interests may be limited by the Securities Act of 1933, as
amended, and the regulations promulgated by the Securities and Exchange
Commission thereunder and by applicable state securities laws. There are no
shareholder, partnership, limited liability company or other agreements or
understandings with respect to the shares of capital stock, Partnership
Interests or LLC Interests included in the Pledged Collateral except for the
partnership agreements and limited liability company agreements described on
Schedule 0. The Loan Parties have delivered true and correct copies of such
partnership agreements and limited liability company agreements to the Agent.

                                   Insurance.
                           Schedule 0 lists all insurance policies and other
bonds to which any Loan Party or Subsidiary of any Loan
Party is a party as of the date hereof, all of which are valid and in full force
and effect. No notice has been given or claim made and no grounds exist to
cancel or avoid any of such policies or bonds or to reduce the coverage provided
thereby. Such policies and bonds provide adequate coverage from reputable and
financially sound insurers in amounts sufficient to insure the assets and risks
of each Loan Party and each Subsidiary of each Loan Party in accordance with
prudent business practice in the industry of the Loan Parties and their
Subsidiaries.

                              Compliance with Laws.
                           The Loan Parties and their Subsidiaries are in
compliance in all material respects with all applicable Laws
(other than Environmental Laws which are specifically addressed in Section 0
[Environmental Matters]) in all jurisdictions in which any Loan Party or
Subsidiary of any Loan Party is presently or will be doing business except where
the failure to do so would not constitute a Material Adverse Change.


                                       51
<PAGE>

                  Material Contracts; Burdensome Restrictions.

                           Schedule 0 lists all material contracts relating to
the business operations as of the date hereof of each
Loan Party and each Subsidiary of any Loan Party, including all employee benefit
plans and Labor Contracts. All such material contracts are valid, binding and
enforceable upon such Loan Party or Subsidiary and each of the other parties
thereto in accordance with their respective terms, and there is no default
thereunder, to the Loan Parties' knowledge, with respect to parties other than
such Loan Party or Subsidiary. None of the Loan Parties or their Subsidiaries is
bound by any contractual obligation, or subject to any restriction in any
organization document, or any requirement of Law which could result in a
Material Adverse Change.

                    Investment Companies; Regulated Entities.
                           None of the Loan Parties or any Subsidiaries of any
Loan Party is an "investment company" registered or
required to be registered under the Investment Company Act of 1940 or under the
"control" of an "investment company" as such terms are defined in the Investment
Company Act of 1940 and shall not become such an "investment company" or under
such "control." None of the Loan Parties or any Subsidiaries of any Loan Party
is subject to any other Federal or state statute or regulation limiting its
ability to incur Indebtedness for borrowed money.

                         Plans and Benefit Arrangements.
                       Except as set forth on Schedule 0:


                                       52
<PAGE>

The Borrower and each other member of the ERISA Group are in compliance in all
material respects with any applicable provisions of ERISA with respect to all
Benefit Arrangements, Plans and Multiemployer Plans. There has been no
Prohibited Transaction with respect to any Benefit Arrangement or any Plan or,
to the best knowledge of the Borrower, with respect to any Multiemployer Plan or
Multiple Employer Plan, which could result in any material liability of the
Borrower or any other member of the ERISA Group. The Borrower and all other
members of the ERISA Group have made when due any and all payments required to
be made under any agreement relating to a Multiemployer Plan or a Multiple
Employer Plan or any Law pertaining thereto. With respect to each Plan and
Multiemployer Plan, the Borrower and each other member of the ERISA Group (i)
have fulfilled in all material respects their obligations under the minimum
funding standards of ERISA, (ii) have not incurred any liability to the PBGC,
and (iii) have not had asserted against them any penalty for failure to fulfill
the minimum funding requirements of ERISA.
To the best of the Borrower's knowledge, each Multiemployer Plan and Multiple
Employer Plan is able to pay benefits thereunder when due. Neither the Borrower
nor any other member of the ERISA Group has instituted or intends to institute
proceedings to terminate any Plan. No event requiring notice to the PBGC under
Section 302(f)(4)(A) of ERISA has occurred or is reasonably expected to occur
with respect to any Plan, and no amendment with respect to which security is
required under Section 307 of ERISA has been made or is reasonably expected to
be made to any Plan.
The aggregate actuarial present value of all benefit liabilities (whether or not
vested) under each Plan, determined on a plan termination basis, as disclosed
in, and as of the date of, the most recent actuarial report for such Plan, does
not exceed the aggregate fair market value of the assets of such Plan.
Neither the Borrower nor any other member of the ERISA Group has incurred or
reasonably expects to incur any material withdrawal liability under ERISA to any
Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any other
member of the ERISA Group has been notified by any Multiemployer Plan or
Multiple Employer Plan that such Multiemployer Plan or Multiple Employer Plan
has been terminated within the meaning of Title IV of ERISA and, to the best
knowledge of the Borrower, no Multiemployer Plan or Multiple Employer Plan is
reasonably expected to be reorganized or terminated, within the meaning of Title
IV of ERISA. To the extent that any Benefit Arrangement is insured, the Borrower
and all other members of the ERISA Group have paid when due all premiums
required to be paid for all periods through the Closing Date. To the extent that
any Benefit Arrangement is funded other than with insurance, the Borrower and
all other members of the ERISA Group have made when due all contributions
required to be paid for all periods through the Closing Date.
All Plans, Benefit Arrangements and Multiemployer Plans have been administered
in accordance with their terms and applicable Law.

                               Employment Matters.
                           Each of the Loan Parties and each of their
Subsidiaries is in compliance with the Labor Contracts and all
applicable federal, state and local labor and employment Laws including those
related to equal employment opportunity and affirmative action, labor relations,
minimum wage, overtime, child labor, medical insurance continuation, worker
adjustment and relocation notices, immigration controls and worker and
unemployment compensation, where the failure to comply would constitute a

                                       53
<PAGE>
Material Adverse Change. There are no outstanding grievances, arbitration awards
or appeals therefrom arising out of the Labor Contracts or current or threatened
strikes, picketing, handbilling or other work stoppages or slowdowns at
facilities of any of the Loan Parties or any of their Subsidiaries which in any
case would constitute a Material Adverse Change. The Borrower has delivered to
the Agent true and correct copies of each of the Labor Contracts.

                             Environmental Matters.
                           Except as disclosed on Schedule 0:


                                       54
<PAGE>

None of the Loan Parties has received any Environmental Complaint, whether
directed or issued to any Loan Party or relating or pertaining to any prior
owner, operator or occupant of the Property, and has no reason to believe that
it might receive an Environmental Complaint.
No activity of any Loan Party at the Property is being or has been conducted in
violation of any Environmental Law or Required Environmental Permit and to the
knowledge of any Loan Party no activity of any prior owner, operator or occupant
of the Property was conducted in violation of any Environmental Law.
There are no Regulated Substances present on, in, under, or emanating from, or
to any Loan Party's knowledge emanating to, the Property or any portion thereof
which result in Contamination. Each Loan Party has all Required Environmental
Permits and all such Required Environmental Permits are in full force and
effect. Each Loan Party has submitted to an Official Body and/or maintains, as
appropriate, all Required Environmental Notices. No structures, improvements,
equipment, fixtures, impoundments, pits, lagoons or aboveground or underground
storage tanks located on the Property contain or use, except in compliance with
Environmental Laws and Required Environmental Permits, Regulated Substances or
otherwise are operated or maintained except in compliance with Environmental
Laws and Required Environmental Permits. To the knowledge of each Loan Party, no
structures, improvements, equipment, fixtures, impoundments, pits, lagoons or
aboveground or underground storage tanks of prior owners, operators or occupants
of the Property contained or used, except in compliance with Environmental Laws,
Regulated Substances or otherwise were operated or maintained by any such prior
owner, operator or occupant except in compliance with Environmental Laws.
To the knowledge of each Loan Party, no facility or site to which any Loan
Party, either directly or indirectly by a third party, has sent Regulated
Substances for storage, treatment, disposal or other management has been or is
being operated in violation of Environmental Laws or pursuant to Environmental
Laws is identified or proposed to be identified on any list of contaminated
properties or other properties which pursuant to Environmental Laws are the
subject of an investigation, cleanup, removal, remediation or other response
action by an Official Body.
No portion of the Property is identified or to the knowledge of any Loan Party
proposed to be identified on any list of contaminated properties or other
properties which pursuant to Environmental Laws are the subject of an
investigation or remediation action by an Official Body, nor to the knowledge of
any Loan Party is any property adjoining or in the proximity of the Property
identified or proposed to be identified on any such list.
No portion of the Property constitutes an Environmentally Sensitive Area.
No lien or other encumbrance authorized by Environmental Laws exists against the
Property and none of the Loan Parties has any reason to believe that such a lien
or encumbrance may be imposed.
                               Senior Debt Status.
                           The Obligations of each Loan Party under this
Agreement, the Notes, the Guaranty Agreement and each of the
other Loan Documents to which it is a party do rank and will rank at least pari
passu in priority of payment with all other Indebtedness of such Loan Party
except (i) the Obligations of Borrower shall at all times constitute "Senior
Indebtedness" under the 2004 Indenture and (ii) Indebtedness of such Loan Party
to the extent secured by Permitted Liens. There is no Lien upon or with respect
to any of the properties or income of any Loan Party or Subsidiary of any Loan
Party which secures indebtedness or other obligations of any Person except for
Permitted Liens.


                                       55
<PAGE>

                              Updates to Schedules.
                           Should any of the information or disclosures provided
on any of the Schedules attached hereto become
outdated or incorrect in any material respect, the Borrower shall provide to the
Agent in writing contemporaneously with the items delivered pursuant to Section
8.3.3 [Certificate of Borrower] with such revisions or updates to such Schedule
as may be necessary or appropriate to update or correct same; provided, however,
that no Schedule shall be deemed to have been amended, modified or superseded by
any such correction or update, nor shall any breach of warranty or
representation resulting from the inaccuracy or incompleteness of any such
Schedule be deemed to have been cured thereby, unless and until the Required
Banks, in their sole and absolute discretion, shall have accepted in writing
such revisions or updates to such Schedule.

             CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT
         The obligation of each Bank to make Loans and of the Agent to issue
Letters of Credit hereunder is subject to the performance by each of the Loan
Parties of its Obligations to be performed hereunder at or prior to the making
of any such Loans or issuance of such Letter of Credit and to the satisfaction
of the following further conditions:

                       First Loans and Letters of Credit.
                  On the Closing Date:

                             Officer's Certificate.
                           The representations and warranties of each of the
Loan Parties contained in Section 0 and in each of the
other Loan Documents shall be true in all material respects and accurate on and
as of the Closing Date with the same effect as though such representations and
warranties had been made on and as of such date (except representations and
warranties which relate solely to an earlier date or time, which representations
and warranties shall be true and correct on and as of the specific dates or
times referred to therein), and each of the Loan Parties shall have performed
and complied with all covenants and conditions hereof and thereof, no Event of
Default or Potential Default shall have occurred and be continuing or shall
exist.

                            Secretary's Certificate.
                           There shall be delivered to the Agent for the benefit
of each Bank a certificate dated the Closing Date and signed by the Secretary or
an Assistant Secretary of each of the Loan Parties, certifying as appropriate as
to:

all resolutions and other action taken by each Loan Party in connection with
this Agreement and the other Loan Documents; the names of the officer or
officers authorized to sign this Agreement and the other Loan Documents and the
true signatures of such officer or officers and specifying the Authorized
Officers permitted to act on behalf of each Loan Party for purposes of this
Agreement and the true signatures of such officers, on which the Agent and each
Bank may conclusively rely; and copies of its organizational documents,
including its certificate of incorporation, bylaws, certificate of limited
partnership, partnership agreement, certificate of formation, and limited
liability company agreement as in effect on the Closing Date certified by the
appropriate state official where such documents are filed in a state office
together with certificates from the appropriate state officials as to the
continued existence and good standing of each Loan Party in each state where
organized or qualified to do business.


                                       56
<PAGE>

                           Delivery of Loan Documents.
                           The Reaffirmation Agreement, such amendments or
modifications to the Mortgages, the Security Agreement,
Guaranty Agreement, Guaranty Security Agreement, Indemnity, Notes, Patent,
Trademark and Copyright Security Agreement, Pledge Agreement, Intercompany
Subordination Agreement and the other Loan Documents shall have been duly
executed and delivered to the Agent for the benefit of the Banks, together with
all appropriate financing statements and appropriate stock powers and
certificates evidencing the Shares, the Partnership Interests and the LLC
Interests. Additionally, the Borrower shall, to the extent the Borrowing Base
limitations under Section 2.1 are in effect, deliver on the Closing Date a duly
completed Borrowing Base Certificate.

                               Opinion of Counsel.
                           There shall be delivered to the Agent for the benefit
of each Bank a written opinion of Ballard Spahr
Andrews & Ingersoll, LLP, counsel for the Loan Parties (who may rely on the
opinions of such other counsel as may be acceptable to the Agent), dated the
Closing Date and in form and substance satisfactory to the Agent and its counsel
as to such matters incident to the transactions contemplated herein (including
the Loans and Loan Documents, perfection, and no violation of material
agreements ((including, without limitation, those relating to the 2004
Subordinated Debt)), for example) as the Agent may request.

                                 Legal Details.
                           All legal details and proceedings in connection with
the transactions contemplated by this Agreement and
the other Loan Documents shall be in form and substance satisfactory to the
Agent and counsel for the Agent, and the Agent shall have received all such
other counterpart originals or certified or other copies of such documents and
proceedings in connection with such transactions, in form and substance
satisfactory to the Agent and said counsel, as the Agent or said counsel may
reasonably request.

                                Payment of Fees.
                           The Borrower shall have paid or caused to be paid to
the Agent for itself and for the account of the Banks
to the extent not previously paid all commitment and other fees accrued through
or payable on the Closing Date and the costs and expenses for which the Agent
and the Banks are entitled to be reimbursed (including, without limitation, the
fees and expenses of the Agent's counsel incurred in connection with the
documentation and negotiation of this Agreement, the Loan Documents and all
related matters).

                                  Projections.
                           The Agent shall have received from the Borrower
revised Financial Projections for fiscal year 2004 for the
Borrower after giving effect to the 2004 Subordinated Debt.


                                       57
<PAGE>

                                    Consents.
                           All material consents required to effectuate the
transactions contemplated hereby as set forth on Schedule 0 shall have been
obtained.

                              Intentionally Omitted
                              No Violation of Laws.
                           The making of the Loans and the issuance of the
Letters of Credit shall not contravene any Law applicable to any Loan Party or
any of the Banks.

                           No Actions or Proceedings.
                           No action, proceeding, investigation, regulation or
legislation shall have been instituted, threatened or
proposed before any court, governmental agency or legislative body to enjoin,
restrain or prohibit, or to obtain damages in respect of, this Agreement, the
other Loan Documents or the consummation of the transactions contemplated hereby
or thereby or which, in the Agent's sole discretion, would make it inadvisable
to consummate the transactions contemplated by this Agreement or any of the
other Loan Documents.

          Insurance Policies; Certificates of Insurance; Endorsements.
                           The Loan Parties shall have delivered evidence
acceptable to the Agent that adequate insurance in
compliance with Section 0 [Maintenance of Insurance] is in full force and effect
and that all premiums then due thereon have been paid, together with a certified
copy of each Loan Party's casualty insurance policy or policies evidencing
coverage satisfactory to the Agent, with additional insured, mortgagee and
lender loss payable special endorsements attached thereto in form and substance
satisfactory to the Agent and its counsel naming the Agent as additional
insured, mortgagee and lender loss payee.

                                Filing Receipts.
                           The Agent shall have received (1) copies of all
filing receipts and acknowledgments issued by any
governmental authority to evidence any recordation or filing necessary to
perfect the Lien of the Banks on the Collateral or other satisfactory evidence
of such recordation and filing and (2) evidence in a form acceptable to the
Agent that such Lien constitutes a Prior Security Interest in favor of the Agent
and in the case of the Mortgage, a valid and perfected first Lien.

                                Title Insurance.
                           The Loan Parties shall deliver bring down title
searches of the Real Property subject to the Mortgages from
November 16, 2001 to the Closing Date performed by a title insurance company or
agent acceptable to the Agent showing such Real Property to be free and clear of
any and all defects and encumbrances (other than the Mortgages) whatsoever,
subject only to such matters or exceptions as may be approved in writing by the
Agent.

                               Landlord's Waiver.
                           If required by the Agent, the Loan Parties shall have
delivered an executed Landlord's Waiver in form and
substance satisfactory to the Agent for each leased Collateral location, as
listed on Schedule A to the Security Agreement.


                                       58
<PAGE>

                                  Closing Fee.
                           The Loan Parties shall have paid to the Agent for the
benefit of the Banks, a closing fee in the amount of
$25,000 on or before the Closing Date.

                    Each Additional Loan or Letter of Credit.
                  At the time of making any Loans or issuing any Letter of
Credit other than Loans made or Letters of Credit issued on the Closing Date and
after giving effect to the proposed extensions of credit: the representations
and warranties of the Loan Parties contained in Section 0 and in the other Loan
Documents shall be true in all material respects on and as of the date of such
additional Loan or Letter of Credit with the same effect as though such
representations and warranties had been made on and as of such date (except
representations and warranties which expressly relate solely to an earlier date
or time, which representations and warranties shall be true and correct on and
as of the specific dates or times referred to therein) and the Loan Parties
shall have performed and complied with all covenants and conditions hereof; no
Event of Default or Potential Default shall have occurred and be continuing or
shall exist; the making of the Loans or issuance of such Letter of Credit shall
not contravene any Law applicable to any Loan Party or Subsidiary of any Loan
Party or any of the Banks; and the Borrower shall have delivered to the Agent a
duly executed and completed Loan Request or application for a Letter of Credit
as the case may be.

                                    COVENANTS
                             Affirmative Covenants.
                  The Loan Parties, jointly and severally, covenant and agree
that until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings, and interest thereon, expiration or termination of all
Letters of Credit, satisfaction of all of the Loan Parties' other Obligations
under the Loan Documents and termination of the Commitments, the Loan Parties
shall comply at all times with the following affirmative covenants:

                         Preservation of Existence, Etc.
                           Each Loan Party shall, and shall cause each of its
Subsidiaries to, maintain its legal existence as a
corporation, limited partnership or limited liability company and its license or
qualification and good standing in each jurisdiction in which its ownership or
lease of property or the nature of its business makes such license or
qualification necessary, except as otherwise expressly permitted in Section 0
[Liquidations, Mergers, Etc.].

                  Payment of Liabilities, Including Taxes, Etc.
                           Each Loan Party shall, and shall cause each of its
Subsidiaries to, duly pay and discharge all liabilities
to which it is subject or which are asserted against it, promptly as and when
the same shall become due and payable, including all taxes, assessments and
governmental charges upon it or any of its properties, assets, income or
profits, prior to the date on which penalties attach thereto, except to the
extent that such liabilities, including taxes, assessments or charges, are being
contested in good faith and by appropriate and lawful proceedings diligently
conducted and for which such reserve or other appropriate provisions, if any, as
shall be required by GAAP shall have been made, but only to the extent that
failure to discharge any such liabilities would not result in any additional
liability which would adversely affect to a material extent the financial
condition of any Loan Party or Subsidiary of any Loan Party or which would
affect the Collateral, provided that the Loan Parties and their Subsidiaries
will pay all such liabilities forthwith upon the commencement of proceedings to
foreclose any Lien which may have attached as security therefor.


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<PAGE>

                            Maintenance of Insurance.
                           Each Loan Party shall, and shall cause each of its
Subsidiaries to, insure its properties and assets
against loss or damage by fire and such other insurable hazards as such assets
are commonly insured (including fire, extended coverage, property damage,
workers' compensation, public liability and business interruption insurance) and
against other risks (including errors and omissions) in such amounts as similar
properties and assets are insured by prudent companies in similar circumstances
carrying on similar businesses, and with reputable and financially sound
insurers, including self-insurance to the extent customary, all as reasonably
determined by the Agent. At the request of the Agent, the Loan Parties shall
deliver to the Agent and each of the Banks (x) on the Closing Date and annually
thereafter an original certificate of insurance (in such ACORD form as may be
required by the Agent) signed by the Loan Parties' independent insurance broker
describing and certifying as to the existence of the insurance on the Collateral
required to be maintained by this Agreement and the other Loan Documents,
together with a copy of the endorsement described in the next sentence attached
to such certificate and (y) from time to time a summary schedule indicating all
insurance then in force with respect to each of the Loan Parties. Such policies
of insurance shall contain special endorsements, in form and substance
acceptable to the Agent, which shall (i) specify the Agent as an additional
insured, mortgagee and lender loss payee as its interests may appear, with the
understanding that any obligation imposed upon the insured (including the
liability to pay premiums) shall be the sole obligation of the applicable Loan
Parties and not that of the Agent, (ii) provide, except in the case of public


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liability insurance and workmen's compensation insurance, that all insurance
proceeds for losses of less than $1,000,000 shall be adjusted with and payable
to the applicable Loan Parties and that all insurance proceeds for losses of
$1,000,000 or more shall be adjusted with and payable to the Agent, (iii)
include effective waivers by the insurer of all claims for insurance premiums
against the Agent, (iv) provide that no cancellation of such policies for any
reason (including non-payment of premium) nor any change therein shall be
effective until at least thirty (30) days after receipt by the Agent of written
notice of such cancellation or change, (v) be primary without right of
contribution of any other insurance carried by or on behalf of any additional
insureds with respect to their respective interests in the Collateral, and (vi)
provide that inasmuch as the policy covers more than one insured, all terms,
conditions, insuring agreements and endorsements (except limits of liability)
shall operate as if there were a separate policy covering each insured. The
applicable Loan Parties shall notify the Agent promptly of any occurrence
causing a material loss or decline in value of the Collateral and the estimated
(or actual, if available) amount of such loss or decline. Any monies received by
the Agent constituting insurance proceeds or condemnation proceeds (pursuant to
the Mortgage) may, at the option of the Agent, (i) be applied by the Agent to
the payment of the Loans in such manner as the Agent may reasonably determine,
or (ii) be disbursed to the applicable Loan Parties on such terms as are deemed
appropriate by the Agent for the repair, restoration and/or replacement of
property in respect of which such proceeds were received.

                      Maintenance of Properties and Leases.
                           Each Loan Party shall, and shall cause each of its
Subsidiaries to, maintain in good repair, working order
and condition (ordinary wear and tear excepted) in accordance with the general
practice of other businesses of similar character and size, all of those
properties useful or necessary to its business, and from time to time, such Loan
Party will make or cause to be made all appropriate repairs, renewals or
replacements thereof.

                    Maintenance of Patents, Trademarks, Etc.
                           Each Loan Party shall, and shall cause each of its
Subsidiaries to, maintain in full force and effect all
patents, trademarks, service marks, trade names, copyrights, licenses,
franchises, permits and other authorizations necessary for the ownership and
operation of its properties and business if the failure so to maintain the same
would constitute a Material Adverse Change.

                               Visitation Rights.
                           Each Loan Party shall, and shall cause each of its
Subsidiaries to, permit any of the officers or
authorized employees or representatives of the Agent or any of the Banks to
visit and inspect any of its properties and to examine and make excerpts from
its books and records and discuss its business affairs, finances and accounts
with its officers, all in such detail and at such times and as often as any of
the Banks may reasonably request, provided that each Bank shall provide the
Borrower and the Agent with reasonable notice prior to any visit or inspection.
In the event any Bank desires to conduct an audit of any Loan Party, such Bank
shall make a reasonable effort to conduct such audit contemporaneously with any
audit to be performed by the Agent.

                    Keeping of Records and Books of Account.
                           The Borrower shall, and shall cause each Subsidiary
of the Borrower to, maintain and keep proper books of
record and account which enable the Borrower and its Subsidiaries to issue
financial statements in accordance with GAAP and as otherwise required by
applicable Laws of any Official Body having jurisdiction over the Borrower or
any Subsidiary of the Borrower, and in which full, true and correct entries
shall be made in all material respects of all its dealings and business and
financial affairs.

                         Plans and Benefit Arrangements.
                           The Borrower shall, and shall cause each other member
of the ERISA Group to, comply with ERISA, the
Internal Revenue Code and other applicable Laws applicable to Plans and Benefit
Arrangements except where such failure, alone or in conjunction with any other
failure, would not result in a Material Adverse Change. Without limiting the
generality of the foregoing, the Borrower shall cause all of its Plans and all
Plans maintained by any member of the ERISA Group to be funded in accordance
with the minimum funding requirements of ERISA and shall make, and cause each
member of the ERISA Group to make, in a timely manner, all contributions due to
Plans, Benefit Arrangements and Multiemployer Plans.


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<PAGE>

                              Compliance with Laws.
                           Each Loan Party shall, and shall cause each of its
Subsidiaries to, comply with all applicable Laws,
including all Environmental Laws, in all respects, provided that it shall not be
deemed to be a violation of this Section 0 if any failure to comply with any Law
would not result in fines, penalties, remediation costs, other similar
liabilities or injunctive relief which in the aggregate would constitute a
Material Adverse Change.

                                Use of Proceeds.
                           The Loan Parties will use the Letters of Credit and
the proceeds of the Loans only for (i) general
corporate purposes and for working capital and (ii) to finance Permitted
Acquisitions. The Loan Parties shall not use the Letters of Credit or the
proceeds of the Loans for any purposes which contravenes any applicable Law or
any provision hereof.

                               Further Assurances.
                           Each Loan Party shall, from time to time, at its
expense, faithfully preserve and protect the Agent's Lien
on and Prior Security Interest in the Collateral as a continuing first priority
perfected Lien, subject only to Permitted Liens, and shall do such other acts
and things as the Agent in its sole discretion may deem necessary or advisable
from time to time in order to preserve, perfect and protect the Liens granted
under the Loan Documents and to exercise and enforce its rights and remedies
thereunder with respect to the Collateral.

                      Subordination of Intercompany Loans.
                           Each Loan Party shall cause any intercompany
Indebtedness, loans or advances owed by any Loan Party to any
other Loan Party to be subordinated pursuant to the terms of the Intercompany
Subordination Agreement.

                             Interest Rate Hedging.
                           In the event that Revolving Credit Loans in the
aggregate principal amount of $10,000,000 or more are
outstanding for a period of 90 days or more, the Borrower shall promptly enter
into an interest rate protection agreement or arrangement with a term at least
equal to the period remaining until the Revolving Credit Facility A Expiration
Date or the Revolving Credit Facility B Expiration Date, as the case may be, on
an ISDA standard form with one or more Banks or Affiliates thereof or with
counterparties reasonably acceptable to the Agent to hedge the interest rate
with respect to not less than the Revolving Facility Usage in form and substance
reasonably satisfactory to the Agent.

                         Compliance with 2004 Indenture.
                  Borrower shall fully and timely perform and observe all of its
duties, obligations, covenants and warrants set forth in the 2004 Indenture with
respect to the 2004 Subordinated Debt, and shall cause the Obligations of the
Borrower under this Agreement, the Notes and the other Loan Documents to at all
times constitute "Senior Indebtedness" under the 2004 Indenture.

                               Negative Covenants.
                  The Loan Parties, jointly and severally, covenant and agree
that until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters
of Credit, satisfaction of all of the Loan Parties' other Obligations hereunder
and termination of the Commitments, the Loan Parties shall comply with the
following negative covenants:


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<PAGE>

                                  Indebtedness.
                           Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, at any time create,
incur, assume or suffer to exist any Indebtedness, except:

Indebtedness under the Loan Documents;
Existing Indebtedness as set forth on Schedule 0 (including any extensions or
renewals thereof, provided there is no increase in the amount thereof or other
significant change in the terms thereof unless otherwise specified on Schedule
0; Capital Expenditures as and to the extent permitted under Section 0 [Capital
Expenditures and Leases]; Indebtedness incident to the obligations to bonding
companies described on Schedule 1.1(P); Indebtedness under interest rate hedging
arrangements under Section 8.1.13 [Interest Rate Hedging] other incidental
hedging arrangement entered into in the ordinary course of business;
Indebtedness of a Loan Party to another Loan Party which is subordinated in
accordance with the provisions of Section 0 [Subordination of Intercompany
Loans]; and other Indebtedness not specified in items (i) through (vi) not to
exceed in the aggregate of $100,000.
                                     Liens.
                           Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, at any time create,
incur, assume or suffer to exist any Lien on any of its property or assets,
tangible or intangible, now owned or hereafter acquired, or agree or become
liable to do so, except Permitted Liens.

                                   Guaranties.
                           Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, at any time, directly
or indirectly, become or be liable in respect of any Guaranty, or assume,
guarantee, become surety for, endorse or otherwise agree, become or remain
directly or contingently liable upon or with respect to any obligation or
liability of any other Person, except for Guaranties of Indebtedness of the Loan
Parties permitted hereunder.

                             Loans and Investments.
                           Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, at any time make or
suffer to remain outstanding any loan or advance to, or purchase, acquire or own
any stock, bonds, notes or securities of, or any partnership interest (whether
general or limited) or limited liability company interest in, or any other
investment or interest in, or make any capital contribution to, any other
Person, or agree, become or remain liable to do any of the foregoing, except:


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<PAGE>

trade credit extended on usual and customary terms in the ordinary course of
business;
advances to employees to meet expenses incurred by such employees in the
ordinary course of business and non-cash advances to finance the exercise of
options by employees incident to the departure of employees; Permitted
Investments; and loans, advances and investments in other Loan Parties.

                      Dividends and Related Distributions.
                           Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, make or pay, or agree
to become or remain liable to make or pay, any dividend or other distribution of
any nature (whether in cash, property, securities or otherwise) on account of or
in respect of its shares of capital stock, partnership interests or limited
liability company interests on account of the purchase, redemption, buy-backs,
retirement or acquisition of its shares of capital stock (or warrants, options
or rights therefor), partnership interests or limited liability company
interests, except dividends or other distributions payable to another Loan
Party; except that the Borrower may repurchase shares of its common stock
provided that (A) before and immediately after any such repurchase transaction:
(i) the Leverage Ratio shall not be more than 2.0-to-1.0, (ii) the Borrower
would be able to borrow not less than $3,000,000 under Section 0 [Revolving
Credit Commitments] and (B) the amount of such item and all other such items
made since the Closing Date shall not exceed in the aggregate $10,000,000
(availability under item (i) shall be calculated to include the portion of the
Swing Line which is unused at the time of calculation).

              Liquidations, Mergers, Consolidations, Acquisitions.
                           Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, dissolve, liquidate or
wind-up its affairs, or become a party to any merger or consolidation, or
acquire by purchase, lease or otherwise all or substantially all of the assets
or capital stock of any other Person, provided that

                           (1)      any Loan Party other than the Borrower may
consolidate or merge into another Loan Party which is
wholly owned by one or more of the other Loan Parties,

                           (2)      any Loan Party may acquire, whether by
purchase or by merger, (A) all of the ownership interests
of another Person or (B) substantially all of assets of another Person or of a
business or division of another Person (each a "Permitted Acquisition"),
provided that, if the Consideration therein consists of cash or exceeds
$5,000,000, each of the following requirements is met:

if the Loan Parties are acquiring the ownership interests in such Person, such
Person shall execute a Guarantor Joinder and join this Agreement as a Guarantor
pursuant to Section 0 [Joinder of Guarantors] on or before the date of such
Permitted Acquisition; the Loan Parties, such Person and its owners, as
applicable, shall grant Liens in the assets of or acquired from and stock or
other ownership interests in such Person and otherwise comply with Section 0
[Joinder of Guarantors] on or before the date of such Permitted Acquisition; the
board of directors or other equivalent governing body of such Person shall have
approved such Permitted Acquisition and, if the Loan Parties shall use any
portion of the Loans to fund such Permitted Acquisition, the Loan Parties also
shall have delivered to the Banks written evidence of the approval of the board
of directors (or equivalent body) of such Person for such Permitted Acquisition;
the business acquired, or the business conducted by the Person whose ownership
interests are being acquired, as applicable, shall be profitable for the prior
fiscal year and as of the date of acquisition as shown on financial statements


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<PAGE>

acceptable to Required Banks, be substantially the same as one or more line or
lines of business conducted by the Loan Parties or reasonably related thereto
and shall comply with Section 0 [Continuation of or Change in Business]; no
Potential Default or Event of Default shall exist immediately prior to and after
giving effect to such Permitted Acquisition; the Borrower shall demonstrate that
it shall be in compliance with the covenants contained in Section 0 [Minimum
Fixed Charge Coverage Ratio] and Section 0 [Maximum Leverage Ratio] and Section
0 [Minimum Consolidated Tangible Net Worth], and also demonstrate that the
Borrower would be able to borrow not less than $5,000,000 under the Revolving
Credit Facilities, all after giving effect to such Permitted Acquisition by
delivering at least five (5) Business Days prior to such Permitted Acquisition a
certificate in the form of Exhibit 8.2.6 evidencing such compliance (such
demonstration being subject to review by field audits or other means); and
                           (3) the Consideration paid by the Loan Parties for
all Permitted Acquisitions made by the
Loan Parties shall not exceed the following limits:

                                      (A) for the cash portion of Consideration
in Permitted Acquisitions: $15,000,000 in the
aggregate after the Closing Date;

                                     (B) for the non-cash Consideration in
Permitted Acquisitions: $20,000,000 in any single
transaction; $25,000,000 in any fiscal year and $50,000,000 in the aggregate
after the Closing Date; and

                           (4)      the Loan Parties shall deliver to the Agent
at least five (5) Business Days before such Permitted
Acquisition copies of any agreements entered into or proposed to be entered into
by such Loan Parties in connection with such Permitted Acquisition and shall
deliver to the Agent such other information about such Person or its assets as
any Loan Party may reasonably require.

(Availability under item 2(vi) above shall be calculated to include the portion
of the Swing Ling which is unused at the time of calculation.)

                     Dispositions of Assets or Subsidiaries.
                           Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, sell, convey, assign,
lease, abandon or otherwise transfer or dispose of, voluntarily or
involuntarily, any of its properties or assets, tangible or intangible
(including sale, assignment, discount or other disposition of accounts, contract
rights, chattel paper, equipment or general intangibles with or without recourse
or of capital stock, shares of beneficial interest, partnership interests or
limited liability company interests of a Subsidiary of such Loan Party), except:


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<PAGE>

transactions involving the sale of inventory in the ordinary course of business;
any sale, transfer or lease of assets in the ordinary course of business which
are no longer necessary or required in the conduct of such Loan Party's or such
Subsidiary's business; any sale, transfer or lease of assets by any wholly owned
Subsidiary of such Loan Party to another Loan Party; any sale, transfer or lease
of assets in the ordinary course of business which are replaced by substitute
assets acquired or leased within the parameters of Section 0 [Capital
Expenditures and Leases], provided such substitute assets are subject to the
Banks' Prior Security Interest; or any sale, transfer or lease of assets, other
than those specifically excepted pursuant to clauses (i) through (iv) above,
which is approved by the Required Banks.

                             Affiliate Transactions.
                           Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, enter into or carry
out any transaction (including purchasing property or services from or selling
property or services to any Affiliate of any Loan Party or other Person) unless
such transaction is not otherwise prohibited by this Agreement, is entered into
in the ordinary course of business upon fair and reasonable arm's-length terms
and conditions which are fully disclosed to the Agent and is in accordance with
all applicable Law.

                 Subsidiaries, Partnerships and Joint Ventures.
                           Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, own or create directly
or indirectly any Subsidiaries other than (i) any Subsidiary which has joined
this Agreement as Guarantor on the Closing Date; and (ii) any Subsidiary formed
after the Closing Date which joins this Agreement as a Guarantor pursuant to
Section 0 [Joinder of Guarantors], provided that (unless such Subsidiary is
formed solely to make a Permitted Acquisition) the Required Banks shall have
consented to such formation and joinder and that such Subsidiary and the Loan
Parties, as applicable, shall grant and cause to be perfected first priority
Liens to the Agent for the benefit of the Banks in the assets held by, and stock
of or other ownership interests in, such Subsidiary. Each of the Loan Parties
shall not become or agree to (1) become a general or limited partner in any
general or limited partnership, except that the Loan Parties may be general or
limited partners in other Loan Parties, (2) become a member or manager of, or
hold a limited liability company interest in, a limited liability company,
except that the Loan Parties may be members or managers of, or hold limited
liability company interests in, other Loan Parties, or (3) become a joint
venturer or hold a joint venture interest in any joint venture.

                     Continuation of or Change in Business.
                           Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, engage in any business
other than physical and electronic security and technology-based integrated
justice system solutions substantially as conducted and operated by such Loan
Party or Subsidiary during the present fiscal year, or is reasonably related
thereto, and such Loan Party or Subsidiary shall not permit any material change
in such business.

                         Plans and Benefit Arrangements.
                           Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to:


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<PAGE>

fail to satisfy the minimum funding requirements of ERISA and the Internal
Revenue Code with respect to any Plan; request a minimum funding waiver from the
Internal Revenue Service with respect to any Plan; engage in a Prohibited
Transaction with any Plan, Benefit Arrangement or Multiemployer Plan which,
alone or in conjunction with any other circumstances or set of circumstances
resulting in liability under ERISA, would constitute a Material Adverse Change;
permit the aggregate actuarial present value of all benefit liabilities (whether
or not vested) under each Plan, determined on a plan termination basis, as
disclosed in the most recent actuarial report completed with respect to such
Plan, to exceed, as of any actuarial valuation date, the fair market value of
the assets of such Plan; fail to make when due any contribution to any
Multiemployer Plan that the Borrower or any member of the ERISA Group may be
required to make under any agreement relating to such Multiemployer Plan, or any
Law pertaining thereto; withdraw (completely or partially) from any
Multiemployer Plan or withdraw (or be deemed under Section 4062(e) of ERISA to
withdraw) from any Multiple Employer Plan, where any such withdrawal is likely
to result in a material liability of the Borrower or any member of the ERISA
Group; terminate, or institute proceedings to terminate, any Plan, where such
termination is likely to result in a material liability to the Borrower or any
member of the ERISA Group; make any amendment to any Plan with respect to which
security is required under Section 307 of ERISA; or fail to give any and all
notices and make all disclosures and governmental filings required under ERISA
or the Internal Revenue Code, where such failure is likely to result in a
Material Adverse Change.
                                  Fiscal Year.
                           The Borrower shall not, and shall not permit any
Subsidiary of the Borrower to, change its fiscal year from
the twelve-month period ending December 31.

                               Issuance of Stock.
                           None of the Borrower's Subsidiaries shall issue any
additional shares of its capital stock or any options,
warrants or other rights in respect thereof.

                      Changes in Organizational Documents.
                           Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, amend in any respect
its certificate of incorporation (including any provisions or resolutions
relating to capital stock), by-laws, certificate of limited partnership,
partnership agreement, certificate of formation, limited liability company
agreement or other organizational documents without providing at least thirty
(30) calendar days' prior written notice to the Agent and the Banks and, in the
event such change would be adverse to the Banks as determined by the Agent in
its sole discretion, obtaining the prior written consent of the Required Banks.

                        Capital Expenditures and Leases.
                           Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, make any Capital
Expenditures exceeding $5,000,000 in the aggregate in any fiscal year. All such
capital expenditures and leases shall be made under usual and customary terms
and in the ordinary course of business.


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<PAGE>

                      Minimum Fixed Charge Coverage Ratio.
                           The Loan Parties shall not permit the Fixed Charge
Coverage Ratio, calculated as of the end of each fiscal
quarter for the preceding four (4) fiscal quarters then ended, to be less than
1.50 to 1.0.

                             Maximum Leverage Ratio.
                           The Loan Parties shall not at any time permit the
Leverage Ratio to exceed 2.0 to 1.0.

                    Minimum Consolidated Tangible Net Worth.
                           The Borrower shall not at any time permit its
Consolidated Tangible Net Worth, calculated as of the end of
each fiscal quarter for the preceding four (4) fiscal quarters then ended, to be
less than $51,250,000. On March 1, 2005 and on each March 1 thereafter so long
as any Indebtedness is outstanding under the Revolving Credit Facilities, the
Minimum Consolidated Tangible Net Worth requirement may be adjusted by the Bank
to a higher or lower amount determined by Bank upon notice to Borrower.
                             Reporting Requirements.
                  The Loan Parties, jointly and severally, covenant and agree
that until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters
of Credit, satisfaction of all of the Loan Parties' other Obligations hereunder
and under the other Loan Documents and termination of the Commitments, the Loan
Parties will furnish or cause to be furnished to the Agent and each of the
Banks:

                         Quarterly Financial Statements.
                           As soon as available and in any event within
forty-five (45) calendar days after the end of each of the
first three fiscal quarters in each fiscal year, financial statements of the
Borrower, consisting of a consolidated and consolidating balance sheet as of the
end of such fiscal quarter and related consolidated and consolidating statements
of income, stockholders' equity and cash flows for the fiscal quarter then ended
and the fiscal year through that date, all in reasonable detail and certified
(subject to normal year-end audit adjustments) by the Chief Executive Officer,
President or Chief Financial Officer of the Borrower as having been prepared in
accordance with GAAP, consistently applied, and setting forth in comparative
form the respective financial statements for the corresponding date and period
in the previous fiscal year.

                          Annual Financial Statements.
                           As soon as available and in any event within ninety
(90) days after the end of each fiscal year of the
Borrower, financial statements of the Borrower consisting of a consolidated and
consolidating balance sheet as of the end of such fiscal year, and related
consolidated and consolidating statements of income, stockholders' equity and
cash flows for the fiscal year then ended, all in reasonable detail and setting
forth in comparative form the financial statements as of the end of and for the
preceding fiscal year, and certified by independent certified public accountants
of nationally recognized standing satisfactory to the Agent. The certificate or
report of accountants shall be free of material qualifications (other than any


                                       68
<PAGE>

consistency qualification that may result from a change in the method used to
prepare the financial statements as to which such accountants concur) and shall
not indicate the occurrence or existence of any event, condition or contingency
which would materially impair the prospect of payment or performance of any
covenant, agreement or duty of any Loan Party under any of the Loan Documents.
The Loan Parties shall deliver with such financial statements and certification
by their accountants a letter of such accountants to the Agent and the Banks
substantially (i) to the effect that, based upon their ordinary and customary
examination of the affairs of the Borrower, performed in connection with the
preparation of such consolidated financial statements, and in accordance with
generally accepted auditing standards, they are not aware of the existence of
any condition or event which constitutes an Event of Default or Potential
Default or, if they are aware of such condition or event, stating the nature
thereof and confirming the Borrower's calculations with respect to the
certificate to be delivered pursuant to Section 0 [Certificate of the Borrower]
with respect to such financial statements and (ii) to the effect that the Banks
are intended to rely upon such accountant's certification of the annual
financial statements and that such accountants authorize the Loan Parties to
deliver such reports and certificate to the Banks on such accountants' behalf.

                          Certificate of the Borrower.
                           Concurrently with the financial statements of the
Borrower furnished to the Agent and to the Banks pursuant
to Sections 0 [Quarterly Financial Statements] and 0 [Annual Financial
Statements], a certificate (each a "Compliance Certificate") of the Borrower
signed by the Chief Executive Officer, President or Chief Financial Officer of
the Borrower, in the form of Exhibit 0, to the effect that, except as described
pursuant to Section 0 [Notice of Default], (i) the representations and
warranties of the Borrower contained in Section 0 and in the other Loan
Documents are true on and as of the date of such certificate with the same
effect as though such representations and warranties had been made on and as of
such date (except representations and warranties which expressly relate solely
to an earlier date or time) and the Loan Parties have performed and complied
with all covenants and conditions hereof, (ii) no Event of Default or Potential
Default exists and is continuing on the date of such certificate and (iii)
containing calculations in sufficient detail to demonstrate compliance as of the
date of such financial statements with all financial covenants contained in
Section 0 [Negative Covenants]. With each such quarterly certificate, the
Borrower shall deliver a report of all pending jobs of the Loan Parties with a
value in excess of $2,500,000.

                           Borrowing Base Certificate.
                           Subject to Section 2.1 and 3.1 regarding the
applicability of the Borrowing Base requirements to advances
under the Revolving Credit Facilities, on or before the first (1st) Business Day
of each calendar month, the Borrower shall deliver to the Bank a Borrowing Base
Certificate. The Borrowing Base Certificate shall reflect the Borrower's
calculation of the Borrowing Base as of the last day of the preceding calendar
month, and a comparison of such number to the Commitment and to the amount of
outstanding Obligations.

                               Notice of Default.
                           Promptly after any officer of any Loan Party has
learned of the occurrence of an Event of Default or
Potential Default, a certificate signed by the Chief Executive Officer,
President or Chief Financial Officer of such Loan Party setting forth the
details of such Event of Default or Potential Default and the action which the
such Loan Party proposes to take with respect thereto.

                              Notice of Litigation.
                           Promptly after the commencement thereof, notice of
all actions, suits, proceedings or investigations before
or by any Official Body or any other Person against any Loan Party or Subsidiary
of any Loan Party which relate to the Collateral, involve a claim or series of
claims in excess of $1,000,000 or which if adversely determined would constitute
a Material Adverse Change.


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<PAGE>

                                 Certain Events.
                           Written notice to the Agent:

at least thirty (30) calendar days prior thereto, with respect to any proposed
sale or transfer of assets pursuant to Section 00 or 0; within the time limits
set forth in Section 0 [Changes in Organizational Documents], any amendment to
the organizational documents of any Loan Party; and promptly upon giving, copies
of all notices provided to the Trustee under the 2004 Indenture pursuant to
Section 16.05 of the 2004 Indenture or any successor Trustee.

               Budgets, Forecasts, Other Reports and Information.
             Promptly upon their becoming available to the Borrower:

the annual budget and any forecasts or projections of the Borrower, to be
supplied not later than thirty (30) days prior to commencement of the fiscal
year to which any of the foregoing may be applicable, any reports including
management letters submitted to the Borrower by independent accountants in
connection with any annual, interim or special audit, any reports, notices or
proxy statements generally distributed by the Borrower to its stockholders on a
date no later than the date supplied to such stockholders, regular or periodic
reports, including Forms 10-K, 10-Q and 8-K, registration statements and
prospectuses, filed by the Borrower with the Securities and Exchange Commission,
a copy of any material order in any proceeding to which the Borrower or any of
its Subsidiaries is a party issued by any Official Body, and such other reports
and information as any of the Banks may from time to time reasonably request.
The Borrower shall also notify the Banks promptly of the enactment or adoption
of any Law which may result in a Material Adverse Change.

                Notices Regarding Plans and Benefit Arrangements.
Certain Events.
                                    Promptly upon becoming aware of the
occurrence thereof, notice (including the nature of the event
and, when known, any action taken or threatened by the Internal Revenue Service
or the PBGC with respect thereto) of:

any Reportable Event with respect to the Borrower or any other member of the
ERISA Group (regardless of whether the obligation to report said Reportable
Event to the PBGC has been waived), any Prohibited Transaction which could
subject the Borrower or any other member of the ERISA Group to a civil penalty
assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of
the Internal Revenue Code in connection with any Plan, any Benefit Arrangement


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<PAGE>

or any trust created thereunder, any assertion of material withdrawal liability
with respect to any Multiemployer Plan, any partial or complete withdrawal from
a Multiemployer Plan by the Borrower or any other member of the ERISA Group
under Title IV of ERISA (or assertion thereof), where such withdrawal is likely
to result in material withdrawal liability, any cessation of operations (by the
Borrower or any other member of the ERISA Group) at a facility in the
circumstances described in Section 4062(e) of ERISA, withdrawal by the Borrower
or any other member of the ERISA Group from a Multiple Employer Plan, a failure
by the Borrower or any other member of the ERISA Group to make a payment to a
Plan required to avoid imposition of a Lien under Section 302(f) of ERISA, the
adoption of an amendment to a Plan requiring the provision of security to such
Plan pursuant to Section 307 of ERISA, or any change in the actuarial
assumptions or funding methods used for any Plan, where the effect of such
change is to materially increase or materially reduce the unfunded benefit
liability or obligation to make periodic contributions. Notices of Involuntary
Termination and Annual Reports.
                                    Promptly after receipt thereof, copies of
(a) all notices received by the Borrower or any other
member of the ERISA Group of the PBGC's intent to terminate any Plan
administered or maintained by the Borrower or any member of the ERISA Group, or
to have a trustee appointed to administer any such Plan; and (b) at the request
of the Agent or any Bank each annual report (IRS Form 5500 series) and all
accompanying schedules, the most recent actuarial reports, the most recent
financial information concerning the financial status of each Plan administered
or maintained by the Borrower or any other member of the ERISA Group, and
schedules showing the amounts contributed to each such Plan by or on behalf of
the Borrower or any other member of the ERISA Group in which any of their
personnel participate or from which such personnel may derive a benefit, and
each Schedule B (Actuarial Information) to the annual report filed by the
Borrower or any other member of the ERISA Group with the Internal Revenue
Service with respect to each such Plan.

Notice of Voluntary Termination.
                                    Promptly upon the filing thereof, copies of
any Form 5310, or any successor or equivalent form to
Form 5310, filed with the PBGC in connection with the termination of any Plan.

                                     DEFAULT
                               Events of Default.
                  An Event of Default shall mean the occurrence or existence of
any one or more of the following events or conditions (whatever the reason
therefor and whether voluntary, involuntary or effected by operation of Law):

                         Payments Under Loan Documents.
                           The Borrower shall fail to pay any principal of any
Loan (including scheduled installments, mandatory
prepayments or the payment due at maturity), Reimbursement Obligation or Letter
of Credit Borrowing when due, or shall fail to pay three (3) Business Days after


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<PAGE>

any interest on any Loan, Reimbursement Obligation or Letter of Credit Borrowing
or any other amount owing hereunder or under the other Loan Documents after such
principal, interest or other amount becomes due in accordance with the terms
hereof or thereof;

                               Breach of Warranty.
                           Any representation or warranty made at any time by
any of the Loan Parties herein or by any of the Loan
Parties in any other Loan Document, or in any certificate, other instrument or
statement furnished pursuant to the provisions hereof or thereof, shall prove to
have been false or misleading in any material respect as of the time it was made
or furnished;

               Breach of Negative Covenants or Visitation Rights.
                           Any of the Loan Parties shall default in the
observance or performance of any covenant contained in
Section 0 [Visitation Rights] or Section 0 [Negative Covenants];

                           Breach of Other Covenants.
                           Any of the Loan Parties shall default in the
observance or performance of any other covenant, condition or
provision hereof or of any other Loan Document and such default shall continue
unremedied for a period of ten (10) Business Days after any officer of any Loan
Party becomes aware of the occurrence thereof (such grace period to be
applicable only in the event such default can be remedied by corrective action
of the Loan Parties as determined by the Agent in its sole discretion);

                  Defaults in Other Agreements or Indebtedness.
                           A default or event of default shall occur at any time
under the terms of the 2004 Indenture or any other
agreement involving borrowed money or the extension of credit or any other
Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be
obligated as a borrower or guarantor in excess of $500,000 in the aggregate, and
such breach, default or event of default consists of the failure to pay (beyond
any period of grace permitted with respect thereto, whether waived or not) any
indebtedness when due (whether at stated maturity, by acceleration or otherwise)
or if such breach or default permits or causes the acceleration of any
indebtedness (whether or not such right shall have been waived) or the
termination of any commitment to lend, or if the Borrower's Obligations under
this Agreement, the Notes and the other Loan Documents shall cease or fail to
constitute "Senior Indebtedness" under the 2004 Indenture at any time for any
reason;

                           Final Judgments or Orders.
                           Any final judgments or orders for the payment of
money in excess of $1,000,000 in the aggregate shall be
entered against any Loan Party by a court having jurisdiction in the premises,
which judgment is not discharged, vacated, bonded or stayed pending appeal
within a period of thirty (30) days from the date of entry;

                          Loan Document Unenforceable.
                           Any of the Loan Documents shall cease to be legal,
valid and binding agreements enforceable against the
party executing the same or such party's successors and assigns (as permitted
under the Loan Documents) in accordance with the respective terms thereof or
shall in any way be terminated (except in accordance with its terms) or become
or be declared ineffective or inoperative or shall in any way be challenged or
contested or cease to give or provide the respective Liens, security interests,
rights, titles, interests, remedies, powers or privileges intended to be created
thereby;


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<PAGE>

                  Uninsured Losses; Proceedings Against Assets.
                           There shall occur any material uninsured damage to or
loss, theft or destruction of any of the Collateral
in excess of $1,000,000 or the Collateral or any other of the Loan Parties' or
any of their Subsidiaries' assets are attached, seized, levied upon or subjected
to a writ or distress warrant; or such come within the possession of any
receiver, trustee, custodian or assignee for the benefit of creditors and the
same is not cured within thirty (30) days thereafter;

                          Notice of Lien or Assessment.
                           A notice of Lien or assessment in excess of
$1,000,000 which is not a Permitted Lien is filed of record
with respect to all or any part of any of the Loan Parties' or any of their
Subsidiaries' assets by the United States, or any department, agency or
instrumentality thereof, or by any state, county, municipal or other
governmental agency, including the PBGC, or any taxes or debts owing at any time
or times hereafter to any one of these becomes payable and the same is not paid
within thirty (30) days after the same becomes payable;

                                   Insolvency.
                           Any Loan Party or any Subsidiary of a Loan Party
ceases to be solvent or admits in writing its inability to
pay its debts as they mature;

               Events Relating to Plans and Benefit Arrangements.
                           Any of the following occurs:  (i) any Reportable
Event, which the Agent determines in good faith
constitutes grounds for the termination of any Plan by the PBGC or the
appointment of a trustee to administer or liquidate any Plan, shall have
occurred and be continuing; (ii) proceedings shall have been instituted or other
action taken to terminate any Plan, or a termination notice shall have been
filed with respect to any Plan; (iii) a trustee shall be appointed to administer
or liquidate any Plan; (iv) the PBGC shall give notice of its intent to
institute proceedings to terminate any Plan or Plans or to appoint a trustee to
administer or liquidate any Plan; and, in the case of the occurrence of (i),
(ii), (iii) or (iv) above, the Agent determines in good faith that the amount of
the Borrower's liability is likely to exceed 10% of its Tangible Net Worth; (v)
the Borrower or any member of the ERISA Group shall fail to make any
contributions when due to a Plan or a Multiemployer Plan; (vi) the Borrower or
any other member of the ERISA Group shall make any amendment to a Plan with
respect to which security is required under Section 307 of ERISA; (vii) the
Borrower or any other member of the ERISA Group shall withdraw completely or
partially from a Multiemployer Plan; (viii) the Borrower or any other member of
the ERISA Group shall withdraw (or shall be deemed under Section 4062(e) of
ERISA to withdraw) from a Multiple Employer Plan; or (ix) any applicable Law is
adopted, changed or interpreted by any Official Body with respect to or
otherwise affecting one or more Plans, Multiemployer Plans or Benefit
Arrangements and, with respect to any of the events specified in (v), (vi),
(vii), (viii) or (ix), the Agent determines in good faith that any such
occurrence would be reasonably likely to materially and adversely affect the
total enterprise represented by the Borrower and the other members of the ERISA
Group;


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<PAGE>

                             Cessation of Business.
                           Any Loan Party or Subsidiary of a Loan Party ceases
to conduct its business as contemplated, except as
expressly permitted under Section 0 [Liquidations, Mergers, Etc.] or 0, or any
Loan Party or Subsidiary of a Loan Party is enjoined, restrained or in any way
prevented by court order from conducting all or any material part of its
business and such injunction, restraint or other preventive order is not
dismissed within thirty (30) days after the entry thereof;

                               Change of Control.
Any person or group of persons (within the meaning of Sections 13(d) or 14(a) of
the Securities Exchange Act of 1934, as amended) shall have acquired beneficial
ownership of (within the meaning of Rule 13d-3 promulgated by the Securities and
Exchange Commission under said Act) 50% or more of the voting capital stock of
the Borrower; or (ii) within a period of twelve (12) consecutive calendar
months, individuals who were directors of the Borrower on the first day of such
period shall cease to constitute a majority of the board of directors of the
Borrower;
                            Involuntary Proceedings.
                           A proceeding shall have been instituted in a court
having jurisdiction in the premises seeking a decree or
order for relief in respect of any Loan Party or Subsidiary of a Loan Party in
an involuntary case under any applicable bankruptcy, insolvency, reorganization
or other similar law now or hereafter in effect, or for the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
(or similar official) of any Loan Party or Subsidiary of a Loan Party for any
substantial part of its property, or for the winding-up or liquidation of its
affairs, and such proceeding shall remain undismissed or unstayed and in effect
for a period of thirty (30) consecutive days or such court shall enter a decree
or order granting any of the relief sought in such proceeding; or

                             Voluntary Proceedings.
                           Any Loan Party or Subsidiary of a Loan Party shall
commence a voluntary case under any applicable
bankruptcy, insolvency, reorganization or other similar law now or hereafter in
effect, shall consent to the entry of an order for relief in an involuntary case
under any such law, or shall consent to the appointment or taking possession by
a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
(or other similar official) of itself or for any substantial part of its
property or shall make a general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due, or shall take any
action in furtherance of any of the foregoing.

                        Consequences of Event of Default.
      Events of Default Other Than Bankruptcy, Insolvency or Reorganization
                                  Proceedings.

                           If an Event of Default specified under Sections 9.1.1
through 9.1.13 shall occur and be continuing, the
Banks and the Agent shall be under no further obligation to make Loans or issue
Letters of Credit, or make any Swing Line Loans, as the case may be, and the
Agent may, and upon the request of the Required Banks, shall (i) by written
notice to the Borrower, declare the unpaid principal amount of the Notes
(including all Reimbursement Obligations under Letters of Credit evidenced
thereby) then outstanding and all interest accrued thereon, any unpaid fees and
all other Indebtedness of the Borrower to the Banks hereunder and thereunder to


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<PAGE>

be forthwith due and payable, and the same shall thereupon become and be
immediately due and payable to the Agent for the benefit of each Bank without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived, (ii) by written notice to the Trustee, the Borrower and
the Remarketing Agent, terminate the Liquidity Period with respect to the Second
Norment Letter of Credit, (iii) notify the Trustee of such Event of Default;
direct the Trustee to declare an Event of Default, as defined in the Trust
Indenture, pursuant to Section 601(g) of the Trust Indenture; direct the Trustee
to draw on the Second Norment Letter of Credit; and direct the Trustee to
accelerate the maturity of the Norment Bonds or to effect a mandatory tender of
the Norment Bond, and (iv) require the Borrower to, and the Borrower shall
thereupon, deposit in a non-interest-bearing account with the Agent, as cash
collateral for its Obligations under the Loan Documents, an amount equal to the
maximum amount currently or at any time thereafter available to be drawn on all
outstanding Letters of Credit, and the Borrower hereby pledges to the Agent and
the Banks, and grants to the Agent and the Banks a security interest in, all
such cash as security for such Obligations. Upon the curing of all existing
Events of Default to the satisfaction of the Required Banks (and the Trustee
with respect to the Norment Bonds), the Agent shall return such cash collateral
to the Borrower; and

              Bankruptcy, Insolvency or Reorganization Proceedings.
                           If an Event of Default specified under Section 0
[Involuntary Proceedings] or 0 [Voluntary Proceedings]
shall occur, the Banks shall be under no further obligations to make Loans
hereunder and the unpaid principal amount of the Loans then outstanding and all
interest accrued thereon, any unpaid fees and all other Indebtedness of the
Borrower to the Banks hereunder and thereunder shall be immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived; and

                                    Set-off.
                           If an Event of Default shall occur and be continuing,
any Bank to whom any Obligation is owed by any Loan
Party hereunder or under any other Loan Document or any participant of such Bank
which has agreed in writing to be bound by the provisions of Section 0
[Equalization of Banks] and any branch, Subsidiary or Affiliate of such Bank or
participant anywhere in the world shall have the right, in addition to all other
rights and remedies available to it, without prior notice to such Loan Party, to
set-off against and apply to the then unpaid balance of all the Loans and all
other Obligations of the Borrower and the other Loan Parties hereunder or under
any other Loan Document any debt owing to, and any other funds held in any
manner for the account of, the Borrower or such other Loan Party by such Bank or
participant or by such branch, Subsidiary or Affiliate, including all funds in
all deposit accounts (whether time or demand, general or special, provisionally


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<PAGE>

credited or finally credited, or otherwise) now or hereafter maintained by the
Borrower or such other Loan Party for its own account (but not including funds
held in custodian or trust accounts) with such Bank or participant or such
branch, Subsidiary or Affiliate. Such right shall exist whether or not any Bank
or the Agent shall have made any demand under this Agreement or any other Loan
Document, whether or not such debt owing to or funds held for the account of the
Borrower or such other Loan Party is or are matured or unmatured and regardless
of the existence or adequacy of any Collateral, Guaranty or any other security,
right or remedy available to any Bank or the Agent; and

                          Suits, Actions, Proceedings.
                           If an Event of Default shall occur and be continuing,
and whether or not the Agent shall have accelerated
the maturity of Loans pursuant to any of the foregoing provisions of this
Section 0, the Agent or any Bank, if owed any amount with respect to the Loans,
may proceed to protect and enforce its rights by suit in equity, action at law
and/or other appropriate proceeding, whether for the specific performance of any
covenant or agreement contained in this Agreement or the other Loan Documents,
including as permitted by applicable Law the obtaining of the ex parte
appointment of a receiver, and, if such amount shall have become due, by
declaration or otherwise, proceed to enforce the payment thereof or any other
legal or equitable right of the Agent or such Bank; and

                            Application of Proceeds.
                           From and after the date on which the Agent has taken
any action pursuant to this Section 0 and until all
Obligations of the Loan Parties have been paid in full, any and all proceeds
received by the Agent from any sale or other disposition of the Collateral, or
any part thereof, or the exercise of any other remedy by the Agent, shall be
applied as follows:

first, to reimburse the Agent and the Banks for out-of-pocket costs, expenses
and disbursements, including reasonable attorneys' and paralegals' fees and
legal expenses, incurred by the Agent or the Banks in connection with realizing
on the Collateral or collection of any Obligations of any of the Loan Parties
under any of the Loan Documents, including advances made by the Banks or any one
of them or the Agent for the reasonable maintenance, preservation, protection or
enforcement of, or realization upon, the Collateral, including advances for
taxes, insurance, repairs and the like and reasonable expenses incurred to sell
or otherwise realize on, or prepare for sale or other realization on, any of the
Collateral; second, to the repayment of all Indebtedness then due and unpaid of
the Loan Parties to the Banks incurred under this Agreement or any of the other
Loan Documents, whether of principal, interest, fees, expenses or otherwise, in
such manner as the Agent may determine in its discretion; and the balance, if
any, to Borrower or otherwise as required by Law.
                           Other Rights and Remedies.
                           In addition to all of the rights and remedies
contained in this Agreement or in any of the other Loan
Documents (including the Mortgages), the Agent shall have all of the rights and
remedies of a secured party under the Uniform Commercial Code or other
applicable Law, all of which rights and remedies shall be cumulative and
non-exclusive, to the extent permitted by Law. The Agent may, and upon the
request of the Required Banks shall, exercise all post-default rights granted to
the Agent and the Banks under the Loan Documents or applicable Law.


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<PAGE>

                                 Notice of Sale.
                  Any notice required to be given by the Agent of a sale, lease,
or other disposition of the Collateral or any other intended action by the
Agent, if given ten (10) days prior to such proposed action, shall constitute
commercially reasonable and fair notice thereof to the Borrower.

                                    THE AGENT
                                  Appointment.
                  Each Bank hereby irrevocably designates, appoints and
authorizes PNC Bank to act as Agent for such Bank under this Agreement and to
execute and deliver or accept on behalf of each of the Banks the other Loan
Documents. Each Bank hereby irrevocably authorizes, and each holder of any Note
by the acceptance of a Note shall be deemed irrevocably to authorize, the Agent
to take such action on its behalf under the provisions of this Agreement and the
other Loan Documents and any other instruments and agreements referred to
herein, and to exercise such powers and to perform such duties hereunder as are
specifically delegated to or required of the Agent by the terms hereof, together
with such powers as are reasonably incidental thereto. PNC Bank agrees to act as
the Agent on behalf of the Banks to the extent provided in this Agreement.

                              Delegation of Duties.
                  The Agent may perform any of its duties hereunder by or
through agents or employees (provided such delegation does not constitute a
relinquishment of its duties as Agent) and, subject to Sections 0 [Reimbursement
of Agent by Borrower, Etc.] and 0, shall be entitled to engage and pay for the
advice or services of any attorneys, accountants or other experts concerning all
matters pertaining to its duties hereunder and to rely upon any advice so
obtained.

               Nature of Duties; Independent Credit Investigation.
                  The Agent shall have no duties or responsibilities except
those expressly set forth in this Agreement and no implied covenants, functions,
responsibilities, duties, obligations, or liabilities shall be read into this
Agreement or otherwise exist. The duties of the Agent shall be mechanical and
administrative in nature; the Agent shall not have by reason of this Agreement a
fiduciary or trust relationship in respect of any Bank; and nothing in this
Agreement, expressed or implied, is intended to or shall be so construed as to
impose upon the Agent any obligations in respect of this Agreement except as
expressly set forth herein. Without limiting the generality of the foregoing,
the use of the term "agent" in this Agreement with reference to the Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties. Each
Bank expressly acknowledges (i) that the Agent has not made any representations
or warranties to it and that no act by the Agent hereafter taken, including any
review of the affairs of any of the Loan Parties, shall be deemed to constitute
any representation or warranty by the Agent to any Bank; (ii) that it has made
and will continue to make, without reliance upon the Agent, its own independent
investigation of the financial condition and affairs and its own appraisal of
the creditworthiness of each of the Loan Parties in connection with this
Agreement and the making and continuance of the Loans hereunder; and (iii)
except as expressly provided herein, that the Agent shall have no duty or
responsibility, either initially or on a continuing basis, to provide any Bank
with any credit or other information with respect thereto, whether coming into
its possession before the making of any Loan or at any time or times thereafter.


                                       77
<PAGE>

          Actions in Discretion of Agent; Instructions From the Banks.
                  The Agent agrees, upon the written request of the Required
Banks, to take or refrain from taking any action of the type specified as being
within the Agent's rights, powers or discretion herein, provided that the Agent
shall not be required to take any action which exposes the Agent to personal
liability or which is contrary to this Agreement or any other Loan Document or
applicable Law. In the absence of a request by the Required Banks, the Agent
shall have authority, in its sole discretion, to take or not to take any such
action, unless this Agreement specifically requires the consent of the Required
Banks or all of the Banks. Any action taken or failure to act pursuant to such
instructions or discretion shall be binding on the Banks, subject to Section 0
[Exculpatory Provisions, Etc.]. Subject to the provisions of Section 0, no Bank
shall have any right of action whatsoever against the Agent as a result of the
Agent acting or refraining from acting hereunder in accordance with the
instructions of the Required Banks, or in the absence of such instructions, in
the absolute discretion of the Agent.

           Reimbursement and Indemnification of Agent by the Borrower.
                  The Borrower unconditionally agrees to pay or reimburse the
Agent and hold the Agent harmless against (a) liability for the payment of all
reasonable out-of-pocket costs, expenses and disbursements, including fees and
expenses of counsel (including the allocated costs of staff counsel), appraisers
and environmental consultants, incurred by the Agent (i) in connection with the
development, negotiation, preparation, printing, execution, administration,
syndication, interpretation and performance of this Agreement and the other Loan
Documents, (ii) relating to any requested amendments, waivers or consents
pursuant to the provisions hereof, (iii) in connection with the enforcement of
this Agreement or any other Loan Document or collection of amounts due hereunder
or thereunder or the proof and allowability of any claim arising under this
Agreement or any other Loan Document, whether in bankruptcy or receivership
proceedings or otherwise, and (iv) in any workout or restructuring or in
connection with the protection, preservation, exercise or enforcement of any of
the terms hereof or of any rights hereunder or under any other Loan Document or
in connection with any foreclosure, collection or bankruptcy proceedings, and
(b) all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted against the Agent,
in its capacity as such, in any way relating to or arising out of this Agreement
or any other Loan Documents or any action taken or omitted by the Agent
hereunder or thereunder, provided that the Borrower shall not be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements if the same results from the
Agent's gross negligence or willful misconduct, or if the Borrower was not given
notice of the subject claim and the opportunity to participate in the defense
thereof, at its expense (except that the Borrower shall remain liable to the
extent such failure to give notice does not result in a loss to the Borrower),
or if the same results from a compromise or settlement agreement entered into
without the consent of the Borrower, which shall not be unreasonably withheld.
In addition, the Borrower agrees to reimburse and pay all reasonable
out-of-pocket expenses of the Agent's regular employees and agents engaged
periodically to perform audits of the Loan Parties' books, records and business
properties.


                                       78
<PAGE>

                Exculpatory Provisions; Limitation of Liability.
                  Neither the Agent nor any of its directors, officers,
employees, agents, attorneys or Affiliates shall (a) be liable to any Bank for
any action taken or omitted to be taken by it or them hereunder, or in
connection herewith including pursuant to any Loan Document, unless caused by
its or their own gross negligence or willful misconduct, (b) be responsible in
any manner to any of the Banks for the effectiveness, enforceability,
genuineness, validity or the due execution of this Agreement or any other Loan
Documents or for any recital, representation, warranty, document, certificate,
report or statement herein or made or furnished under or in connection with this
Agreement or any other Loan Documents, or (c) be under any obligation to any of
the Banks to ascertain or to inquire as to the performance or observance of any
of the terms, covenants or conditions hereof or thereof on the part of the Loan
Parties, or the financial condition of the Loan Parties, or the existence or
possible existence of any Event of Default or Potential Default. No claim may be
made by any of the Loan Parties, any Bank, the Agent or any of their respective
Subsidiaries against the Agent, any Bank or any of their respective directors,
officers, employees, agents, attorneys or Affiliates, or any of them, for any
special, indirect or consequential damages or, to the fullest extent permitted
by Law, for any punitive damages in respect of any claim or cause of action
(whether based on contract, tort, statutory liability, or any other ground)
based on, arising out of or related to any Loan Document or the transactions
contemplated hereby or any act, omission or event occurring in connection
therewith, including the negotiation, documentation, administration or
collection of the Loans, and each of the Loan Parties, (for itself and on behalf
of each of its Subsidiaries), the Agent and each Bank hereby waive, releases and
agree never to sue upon any claim for any such damages, whether such claim now
exists or hereafter arises and whether or not it is now known or suspected to
exist in its favor. Each Bank agrees that, except for notices, reports and other
documents expressly required to be furnished to the Banks by the Agent hereunder
or given to the Agent for the account of or with copies for the Banks, the Agent
and each of its directors, officers, employees, agents, attorneys or Affiliates
shall not have any duty or responsibility to provide any Bank with an credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Loan Parties
which may come into the possession of the Agent or any of its directors,
officers, employees, agents, attorneys or Affiliates.

              Reimbursement and Indemnification of Agent by Banks.
                  Each Bank agrees to reimburse and indemnify the Agent (to the
extent not reimbursed by the Borrower and without limiting the Obligation of the
Borrower to do so) in proportion to its Ratable Share from and against all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements, including attorneys' fees and disbursements
(including the allocated costs of staff counsel), and costs of appraisers and
environmental consultants, of any kind or nature whatsoever which may be imposed


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on, incurred by or asserted against the Agent, in its capacity as such, in any
way relating to or arising out of this Agreement or any other Loan Documents or
any action taken or omitted by the Agent hereunder or thereunder, provided that
no Bank shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements (a) if the same results from the Agent's gross negligence or
willful misconduct, or (b) if such Bank was not given notice of the subject
claim and the opportunity to participate in the defense thereof, at its expense
(except that such Bank shall remain liable to the extent such failure to give
notice does not result in a loss to the Bank), or (c) if the same results from a
compromise and settlement agreement entered into without the consent of such
Bank, which shall not be unreasonably withheld. In addition, each Bank agrees
promptly upon demand to reimburse the Agent (to the extent not reimbursed by the
Borrower and without limiting the Obligation of the Borrower to do so) in
proportion to its Ratable Share for all amounts due and payable by the Borrower
to the Agent in connection with the Agent's periodic audit of the Loan Parties'
books, records and business properties.

                               Reliance by Agent.
                  The Agent shall be entitled to rely upon any writing,
telegram, telex or teletype message, resolution, notice, consent, certificate,
letter, cablegram, statement, order or other document or conversation by
telephone or otherwise believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons, and upon the advice and
opinions of counsel and other professional advisers selected by the Agent. The
Agent shall be fully justified in failing or refusing to take any action
hereunder unless it shall first be indemnified to its satisfaction by the Banks
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action.

                               Notice of Default.
                  The Agent shall not be deemed to have knowledge or notice of
the occurrence of any Potential Default or Event of Default unless the Agent has
received written notice from a Bank or the Borrower referring to this Agreement,
describing such Potential Default or Event of Default and stating that such
notice is a "notice of default."

                                    Notices.
                  The Agent shall promptly send to each Bank a copy of all
notices received from the Borrower pursuant to the provisions of this Agreement
or the other Loan Documents promptly upon receipt thereof. The Agent shall
promptly notify the Borrower and the other Banks of each change in the Base Rate
and the effective date thereof.

     Banks in Their Individual Capacities; Agent in its Individual Capacity.
                  With respect to its Revolving Credit Facility A Commitment,
its Revolving Credit Facility B Commitment and the Revolving Credit Loans made
by it and any other rights and powers given to it as a Bank hereunder or under


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<PAGE>

any of the other Loan Documents, the Agent shall have the same rights and powers
hereunder as any other Bank and may exercise the same as though it were not the
Agent, and the term "Bank" and "Banks" shall, unless the context otherwise
indicates, include the Agent in its individual capacity. PNC Bank and its
Affiliates and each of the Banks and their respective Affiliates may, without
liability to account, except as prohibited herein, make loans to, issue letters
of credit for the account of, acquire equity interests in, accept deposits from,
discount drafts for, act as trustee under indentures of, and generally engage in
any kind of banking, trust, financial advisory, underwriting or other business
with, the Loan Parties and their Affiliates, in the case of the Agent, as though
it were not acting as Agent hereunder and in the case of each Bank, as though
such Bank were not a Bank hereunder, in each case without notice to or consent
of the other Banks. The Banks acknowledge that, pursuant to such activities, the
Agent or its Affiliates may (i) receive information regarding the Loan Parties
or any of their Subsidiaries or Affiliates (including information that may be
subject to confidentiality obligations in favor of the Loan Parties or such
Subsidiary or Affiliate) and acknowledge that the Agent shall be under no
obligation to provide such information to them, and (ii) accept fees and other
consideration from the Loan Parties for services in connection with this
Agreement and otherwise without having to account for the same to the Banks.

                                Holders of Notes.
                  The Agent may deem and treat any payee of any Note as the
owner thereof for all purposes hereof unless and until written notice of the
assignment or transfer thereof shall have been filed with the Agent. Any
request, authority or consent of any Person who at the time of making such
request or giving such authority or consent is the holder of any Note shall be
conclusive and binding on any subsequent holder, transferee or assignee of such
Note or of any Note or Notes issued in exchange therefor.

                             Equalization of Banks.
                  The Banks and the holders of any participations in any Notes
agree among themselves that, with respect to all amounts received by any Bank or
any such holder for application on any Obligation hereunder or under any Note or
under any such participation, whether received by voluntary payment, by
realization upon security, by the exercise of the right of set-off or banker's
lien, by counterclaim or by any other non-pro rata source, equitable adjustment
will be made in the manner stated in the following sentence so that, in effect,
all such excess amounts will be shared ratably among the Banks and such holders
in proportion to their interests in payments under the Notes, except as
otherwise provided in Section 0 [Agent's and Bank's Rights], 0 [Replacement of a
Bank] or 0 [Additional Compensation in Certain Circumstances]. The Banks or any
such holder receiving any such amount shall purchase for cash from each of the
other Banks an interest in such Bank's Loans in such amount as shall result in a
ratable participation by the Banks and each such holder in the aggregate unpaid
amount under the Notes, provided that if all or any portion of such excess
amount is thereafter recovered from the Bank or the holder making such purchase,
such purchase shall be rescinded and the purchase price restored to the extent
of such recovery, together with interest or other amounts, if any, required by
law (including court order) to be paid by the Bank or the holder making such
purchase.


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<PAGE>

                                Successor Agent.
                  The Agent (i) may resign as Agent or (ii) shall resign if such
resignation is requested by the Required Banks (if the Agent is a Bank, the
Agent's Loans and its Commitment shall be considered in determining whether the
Required Banks have requested such resignation) or required by Section 0
[Replacement of a Bank], in either case of (i) or (ii) by giving not less than
thirty (30) days' prior written notice to the Borrower. If the Agent shall
resign under this Agreement, then either (a) the Required Banks shall appoint
from among the Banks a successor agent for the Banks, subject to the consent of
the Borrower, such consent not to be unreasonably withheld, or (b) if a
successor agent shall not be so appointed and approved within the thirty (30)
day period following the Agent's notice to the Banks of its resignation, then
the Agent shall appoint, with the consent of the Borrower, such consent not to
be unreasonably withheld, a successor agent who shall serve as Agent until such
time as the Required Banks appoint and the Borrower consents to the appointment
of a successor agent. Upon its appointment pursuant to either clause (a) or (b)
above, such successor agent shall succeed to the rights, powers and duties of
the Agent, and the term "Agent" shall mean such successor agent, effective upon
its appointment, and the former Agent's rights, powers and duties as Agent shall
be terminated without any other or further act or deed on the part of such
former Agent or any of the parties to this Agreement and any such successor
Agent shall give notice to the Borrower of its status as successor Agent. After
the resignation of any Agent hereunder, the provisions of this Section 0 shall
inure to the benefit of such former Agent and such former Agent shall not by
reason of such resignation be deemed to be released from liability for any
actions taken or not taken by it while it was an Agent under this Agreement.

                         Agent's Fee and Agent's Letter.
                  The Borrower shall pay to the Agent a nonrefundable fee (the
"Agent's Fee") under the terms of a letter (the "Agent's Letter") between the
Borrower and Agent, as amended from time to time. The provisions of the Agent's
Letter, including any relating to changes in structure, pricing or attributes of
the Loans, shall remain in effect in accordance with the terms thereof.

                             Availability of Funds.
                  The Agent may assume that each Bank has made or will make the
proceeds of a Loan available to the Agent unless the Agent shall have been
notified by such Bank on or before the later of (1) the close of Business on the
Business Day preceding the Borrowing Date with respect to such Loan or two (2)
hours before the time on which the Agent actually funds the proceeds of such
Loan to the Borrower (whether using its own funds pursuant to this Section 0 or
using proceeds deposited with the Agent by the Banks and whether such funding
occurs before or after the time on which Banks are required to deposit the
proceeds of such Loan with the Agent). The Agent may, in reliance upon such
assumption (but shall not be required to), make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to the Agent by such Bank, the Agent shall be entitled to recover such amount on
demand from such Bank (or, if such Bank fails to pay such amount forthwith upon
such demand from the Borrower) together with interest thereon, in respect of
each day during the period commencing on the date such amount was made available
to the Borrower and ending on the date the Agent recovers such amount, at a rate
per annum equal to (i) the Federal Funds Effective Rate during the first three
(3) days after such interest shall begin to accrue and (ii) the applicable
interest rate in respect of such Loan after the end of such three-day period.


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<PAGE>

                                  Calculations.
                  In the absence of gross negligence or willful misconduct, the
Agent shall not be liable for any error in computing the amount payable to any
Bank whether in respect of the Loans, fees or any other amounts due to the Banks
under this Agreement. In the event an error in computing any amount payable to
any Bank is made, the Agent, the Borrower and each affected Bank shall,
forthwith upon discovery of such error, make such adjustments as shall be
required to correct such error, and any compensation therefor will be calculated
at the Federal Funds Effective Rate.

                                 Beneficiaries.
                  Except as expressly provided herein, the provisions of this
Section 0 are solely for the benefit of the Agent and the Banks, and the Loan
Parties shall not have any rights to rely on or enforce any of the provisions
hereof. In performing its functions and duties under this Agreement, the Agent
shall act solely as agent of the Banks and does not assume and shall not be
deemed to have assumed any obligation toward or relationship of agency or trust
with or for any of the Loan Parties.

                                  MISCELLANEOUS
                      Modifications, Amendments or Waivers.
                  With the written consent of the Required Banks, the Agent,
acting on behalf of all the Banks, and the Borrower, on behalf of the Loan
Parties, may from time to time enter into written agreements amending or
changing any provision of this Agreement or any other Loan Document or the
rights of the Banks or the Loan Parties hereunder or thereunder, or may grant
written waivers or consents to a departure from the due performance of the
Obligations of the Loan Parties hereunder or thereunder. Any such agreement,
waiver or consent made with such written consent shall be effective to bind all
the Banks and the Loan Parties; provided, that, without the written consent of
all the Banks, no such agreement, waiver or consent may be made which will:

              Increase of Commitment; Extension of Expiration Date.

     Increase  the  amount of the  Revolving  Credit  Facility A  Commitment  or
Revolving  Credit  Facility B  Commitment  of any Bank  hereunder  or extend the
Revolving Credit Facility A or the Revolving Credit Facility B Expiration Date;


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<PAGE>

 Extension of Payment; Reduction of Principal Interest or Fees; Modification of
                               Terms of Payment.
                           Whether or not any Loans are outstanding, extend the
time for payment of principal or interest of any Loan
(excluding the due date of any mandatory prepayment of a Loan or any mandatory
Commitment reduction in connection with such a mandatory prepayment hereunder
except for mandatory reductions of the Commitments on the Revolving Credit
Facility A Expiration Date or the Revolving Credit Facility B Expiration Date),
the Commitment Fee or any other fee payable to any Bank, or reduce the principal
amount of or the rate of interest borne by any Loan or reduce the Commitment Fee
or any other fee payable to any Bank, or otherwise affect the terms of payment
of the principal of or interest of any Loan, the Commitment Fee or any other fee
payable to any Bank;

                       Release of Collateral or Guarantor.
                           Except for sales of assets permitted by Section 0
[Disposition of Assets or Subsidiaries], release any
Collateral consisting of capital stock or other ownership interests of any Loan
Party or its Subsidiary or substantially all of the assets of any Loan Party,
any Guarantor from its Obligations under the Guaranty Agreement or any other
security for any of the Loan Parties' Obligations; or

                                 Miscellaneous.
                           Amend Section 0 [Pro Rata Treatment of Banks], 0
[Exculpatory Provisions, Etc.] or 0 [Equalization of
Banks] or this Section 0, alter any provision regarding the pro rata treatment
of the Banks, change the definition of Required Banks, or change any requirement
providing for the Banks or the Required Banks to authorize the taking of any
action hereunder;

provided, further, that no agreement, waiver or consent which would modify the
interests, rights or obligations of the Agent in its capacity as Agent or as the
issuer of Letters of Credit or the provider of the Swing Line Loans shall be
effective without the written consent of the Agent.

           No Implied Waivers; Cumulative Remedies; Writing Required.
                  No course of dealing and no delay or failure of the Agent or
any Bank in exercising any right, power, remedy or privilege under this
Agreement or any other Loan Document shall affect any other or future exercise
thereof or operate as a waiver thereof, nor shall any single or partial exercise
thereof or any abandonment or discontinuance of steps to enforce such a right,
power, remedy or privilege preclude any further exercise thereof or of any other
right, power, remedy or privilege. The rights and remedies of the Agent and the
Banks under this Agreement and any other Loan Documents are cumulative and not
exclusive of any rights or remedies which they would otherwise have. Any waiver,
permit, consent or approval of any kind or character on the part of any Bank of
any breach or default under this Agreement or any such waiver of any provision
or condition of this Agreement must be in writing and shall be effective only to
the extent specifically set forth in such writing.

       Reimbursement and Indemnification of Banks by the Borrower;


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<PAGE>
                                     Taxes.
                  The Borrower agrees unconditionally upon demand to pay or
reimburse to each Bank (other than the Agent, as to which the Borrower's
Obligations are set forth in Section 0 [Reimbursement of Agent By Borrower,
Etc.]) and to save such Bank harmless against (i) liability for the payment of
all reasonable out-of-pocket costs, expenses and disbursements (including fees
and expenses of counsel (including allocated costs of staff counsel) for each
Bank except with respect to (a) and (b) below), incurred by such Bank (a) in
connection with the administration and interpretation of this Agreement, and
other instruments and documents to be delivered hereunder, (b) relating to any
amendments, waivers or consents pursuant to the provisions hereof, (c) in
connection with the enforcement of this Agreement or any other Loan Document, or
collection of amounts due hereunder or thereunder or the proof and allowability
of any claim arising under this Agreement or any other Loan Document, whether in
bankruptcy or receivership proceedings or otherwise, and (d) in any workout or
restructuring or in connection with the protection, preservation, exercise or
enforcement of any of the terms hereof or of any rights hereunder or under any
other Loan Document or in connection with any foreclosure, collection or
bankruptcy proceedings, or (ii) all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against such Bank, in its capacity as such, in any way relating to or arising
out of this Agreement or any other Loan Documents or any action taken or omitted
by such Bank hereunder or thereunder, provided that the Borrower shall not be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements (A) if
the same results from such Bank's gross negligence or willful misconduct, or (B)
if the Borrower was not given notice of the subject claim and the opportunity to
participate in the defense thereof, at its expense (except that the Borrower
shall remain liable to the extent such failure to give notice does not result in
a loss to the Borrower), or (C) if the same results from a compromise or
settlement agreement entered into without the consent of the Borrower, which
shall not be unreasonably withheld. The Banks will attempt to minimize the fees
and expenses of legal counsel for the Banks which are subject to reimbursement
by the Borrower hereunder by considering the usage of one law firm to represent
the Banks and the Agent if appropriate under the circumstances. The Borrower
agrees unconditionally to pay all stamp, document, transfer, recording or filing
taxes or fees and similar impositions now or hereafter determined by the Agent
or any Bank to be payable in connection with this Agreement or any other Loan
Document, and the Borrower agrees unconditionally to save the Agent and the
Banks harmless from and against any and all present or future claims,
liabilities or losses with respect to or resulting from any omission to pay or
delay in paying any such taxes, fees or impositions.

                                    Holidays.
                  Whenever payment of a Loan to be made or taken hereunder shall
be due on a day which is not a Business Day such payment shall be due on the
next Business Day (except as provided in Section 0 [Interest Periods] with
respect to Interest Periods under the Euro-Rate Option) and such extension of
time shall be included in computing interest and fees, except that the Loans
shall be due on the Business Day preceding the Expiration Date if the Expiration
Date is not a Business Day. Whenever any payment or action to be made or taken
hereunder (other than payment of the Loans) shall be stated to be due on a day
which is not a Business Day, such payment or action shall be made or taken on
the next following Business Day, and such extension of time shall not be
included in computing interest or fees, if any, in connection with such payment
or action.


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<PAGE>

                   Funding by Branch, Subsidiary or Affiliate.
                                Notional Funding.
                           Each Bank shall have the right from time to time,
without notice to the Borrower, to deem any branch,
Subsidiary or Affiliate (which for the purposes of this Section 0 shall mean any
corporation or association which is directly or indirectly controlled by or is
under direct or indirect common control with any corporation or association
which directly or indirectly controls such Bank) of such Bank to have made,
maintained or funded any Loan to which the Euro-Rate Option applies at any time,
provided that immediately following (on the assumption that a payment were then
due from the Borrower to such other office), and as a result of such change, the
Borrower would not be under any greater financial obligation pursuant to Section
0 [Additional Compensation in Certain Circumstances] than it would have been in
the absence of such change. Notional funding offices may be selected by each
Bank without regard to such Bank's actual methods of making, maintaining or
funding the Loans or any sources of funding actually used by or available to
such Bank.

                                 Actual Funding.
                           Each Bank shall have the right from time to time to
make or maintain any Loan by arranging for a branch,
Subsidiary or Affiliate of such Bank to make or maintain such Loan subject to
the last sentence of this Section 0. If any Bank causes a branch, Subsidiary or
Affiliate to make or maintain any part of the Loans hereunder, all terms and
conditions of this Agreement shall, except where the context clearly requires
otherwise, be applicable to such part of the Loans to the same extent as if such
Loans were made or maintained by such Bank, but in no event shall any Bank's use
of such a branch, Subsidiary or Affiliate to make or maintain any part of the
Loans hereunder cause such Bank or such branch, Subsidiary or Affiliate to incur
any cost or expenses payable by the Borrower hereunder or require the Borrower
to pay any other compensation to any Bank (including any expenses incurred or
payable pursuant to Section 0 [Additional Compensation in Certain
Circumstances]) which would otherwise not be incurred.

                                    Notices.
                  Any notice, request, demand, direction or other communication
(for purposes of this Section 0 only, a "Notice") to be given to or made upon
any party hereto under any provision of this Agreement shall be given or made by
telephone or in writing (which includes means of electronic transmission (i.e.,
"e-mail") or facsimile transmission or by setting forth such Notice on a site on
the World Wide Web (a "Website Posting") if Notice of such Website Posting
(including the information necessary to access such site) has previously been
delivered to the applicable parties hereto by another means set forth in this
Section 0) in accordance with this Section 0. Any such Notice must be delivered
to the applicable parties hereto at the addresses and numbers set forth under
their respective names on Schedule 0(B) hereof or in accordance with any
subsequent unrevoked Notice from any such party that is given in accordance with
this Section 0. Any Notice shall be effective:


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<PAGE>

                           In the case of hand-delivery, when delivered;
(i) If given by mail, four days after such Notice is deposited with the United
States Postal Service, with first-class postage prepaid, return receipt
requested; (ii) In the case of a telephonic Notice, when a party is contacted by
telephone, if delivery of such telephonic Notice is confirmed no later than the
next Business Day by hand delivery, a facsimile or electronic transmission, a
Website Posting or overnight courier delivery of a confirmatory notice (received
at or before noon on such next Business Day); (iii) In the case of a facsimile
transmission, when sent to the applicable party's facsimile machine's telephone
number if the party sending such Notice receives confirmation of the delivery
thereof from its own facsimile machine; (iv) In the case of electronic
transmission, when actually received; (v) In the case of a Website Posting, upon
delivery of a Notice of such posting (including the information necessary to
access such web site) by another means set forth in this Section 0; and (vi) If
given by any other means (including by overnight courier), when actually
received. Any Bank giving a Notice to a Loan Party shall concurrently send a
copy thereof to the Agent, and the Agent shall promptly notify the other Banks
of its receipt of such Notice.

                                  Severability.
                  The provisions of this Agreement are intended to be severable.
If any provision of this Agreement shall be held invalid or unenforceable in
whole or in part in any jurisdiction, such provision shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without in any manner affecting the validity or enforceability
thereof in any other jurisdiction or the remaining provisions hereof in any
jurisdiction.

                                 Governing Law.
                  Each Letter of Credit and Section 0 [Letter of Credit
Subfacility] shall be subject to the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, as the same may be revised or amended from time to time,
and to the extent not inconsistent therewith, the internal laws of the
Commonwealth of Pennsylvania without regard to its conflict of laws principles,
and the balance of this Agreement shall be deemed to be a contract under the
Laws of the Commonwealth of Pennsylvania and for all purposes shall be governed
by and construed and enforced in accordance with the internal laws of the
Commonwealth of Pennsylvania without regard to its conflict of laws principles.

                              Prior Understanding.
                  This Agreement and the other Loan Documents supersede all
prior understandings and agreements, whether written or oral, between the
parties hereto and thereto relating to the transactions provided for herein and
therein, including any prior confidentiality agreements and commitments.

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<PAGE>

                               Duration; Survival.
                  All representations and warranties of the Loan Parties
contained herein or made in connection herewith shall survive the making of
Loans and issuance of Letters of Credit and shall not be waived by the execution
and delivery of this Agreement, any investigation by the Agent or the Banks, the
making of Loans, issuance of Letters of Credit, or payment in full of the Loans.
All covenants and agreements of the Loan Parties contained in Sections 0
[Affirmative Covenants], 0 [Negative Covenants] and 0 [Reporting Requirements]
herein shall continue in full force and effect from and after the date hereof so
long as the Borrower may borrow or request Letters of Credit hereunder and until
termination of the Commitments and payment in full of the Loans and expiration
or termination of all Letters of Credit. All covenants and agreements of the
Borrower contained herein relating to the payment of principal, interest,
premiums, additional compensation or expenses and indemnification, including
those set forth in the Notes, Section 0 [Payments] and Sections 0 [Reimbursement
of Agent by Borrower, Etc.], 0 [Reimbursement of Agent by Banks, Etc.] and 0
[Reimbursement of Banks by Borrower; Etc.], shall survive payment in full of the
Loans, expiration or termination of the Letters of Credit and termination of the
Commitments.

                             Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the
Banks, the Agent, the Loan Parties and their respective successors and assigns,
except that none of the Loan Parties may assign or transfer any of its rights
and Obligations hereunder or any interest herein. Each Bank may, at its own
cost, make assignments of or sell participations in all or any part of its
Commitments and the Loans made by it to one or more banks or other entities,
subject to the consent of the Borrower and the Agent with respect to any
assignee, such consent not to be unreasonably withheld, provided that (1) no
consent of the Borrower shall be required (A) if an Event of Default exists and
is continuing, or (B) in the case of an assignment by a Bank to an Affiliate of
such Bank, and (2) any assignment by a Bank to a Person other than an Affiliate
of such Bank may not be made in amounts less than the lesser of $5,000,000 or
the amount of the assigning Bank's Commitment. In the case of an assignment,
upon receipt by the Agent of the Assignment and Assumption Agreement, the
assignee shall have, to the extent of such assignment (unless otherwise provided
therein), the same rights, benefits and obligations as it would have if it had
been a signatory Bank hereunder, the Commitments shall be adjusted accordingly,
and upon surrender of any Note subject to such assignment, the Borrower shall
execute and deliver a new Note to the assignee in an amount equal to the amount
of the Revolving Credit Commitment or Term Loan assumed by it and a new
Revolving Credit Note or Term Note to the assigning Bank in an amount equal to
the Revolving Credit Commitment or Term Loan retained by it hereunder. Any Bank


                                       88
<PAGE>

which assigns any or all of its Commitment or Loans to a Person other than an
Affiliate of such Bank shall pay to the Agent a service fee in the amount of
$3,500 for each assignment. In the case of a participation, the participant
shall only have the rights specified in Section 0 [Set-off] (the participant's
rights against such Bank in respect of such participation to be those set forth
in the agreement executed by such Bank in favor of the participant relating
thereto and not to include any voting rights except with respect to changes of
the type referenced in Sections 0 [Increase of Commitment, Etc.], 0 [Extension
of Payment, Etc.], or 0 [Release of Collateral or Guarantor]), all of such
Bank's obligations under this Agreement or any other Loan Document shall remain
unchanged, and all amounts payable by any Loan Party hereunder or thereunder
shall be determined as if such Bank had not sold such participation. Any
assignee or participant which is not incorporated under the Laws of the United
States of America or a state thereof shall deliver to the Borrower and the Agent
the form of certificate described in Section 0 [Tax Withholding Clause] relating
to federal income tax withholding. Each Bank may furnish any publicly available
information concerning any Loan Party or its Subsidiaries and any other
information concerning any Loan Party or its Subsidiaries in the possession of
such Bank from time to time to assignees and participants (including prospective
assignees or participants), provided that such assignees and participants agree
to be bound by the provisions of Section 0 [Confidentiality]. Notwithstanding
any other provision in this Agreement, any Bank may at any time pledge or grant
a security interest in all or any portion of its rights under this Agreement,
its Notes and the other Loan Documents to any Federal Reserve Bank in accordance
with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section 203.14
without notice to or consent of the Borrower or the Agent. No such pledge or
grant of a security interest shall release the transferor Bank of its
obligations hereunder or under any other Loan Document.

                                Confidentiality.
                                    General.
                           The Agent and the Banks each agree to keep
confidential all information obtained from any Loan Party or its
Subsidiaries which is nonpublic and confidential or proprietary in nature
(including any information the Borrower specifically designates as
confidential), except as provided below, and to use such information only in
connection with their respective capacities under this Agreement and for the
purposes contemplated hereby. The Agent and the Banks shall be permitted to
disclose such information (i) to outside legal counsel, accountants and other
professional advisors who need to know such information in connection with the
administration and enforcement of this Agreement, subject to agreement of such
Persons to maintain the confidentiality, (ii) to assignees and participants as
contemplated by Section 0, and prospective assignees and participants, (iii) to
the extent requested by any bank regulatory authority or, with notice to the
Borrower, as otherwise required by applicable Law or by any subpoena or similar
legal process, or in connection with any investigation or proceeding arising out
of the transactions contemplated by this Agreement, (iv) if it becomes publicly
available other than as a result of a breach of this Agreement or becomes
available from a source not known to be subject to confidentiality restrictions,
or (v) if the Borrower shall have consented to such disclosure.

                Sharing Information With Affiliates of the Banks.
                           Each Loan Party acknowledges that from time to time
financial advisory, investment banking and other
services may be offered or provided to the Borrower or one or more of its
Affiliates (in connection with this Agreement or otherwise) by any Bank or by
one or more Subsidiaries or Affiliates of such Bank and each of the Loan Parties
hereby authorizes each Bank to share any information delivered to such Bank by
such Loan. Party and its Subsidiaries pursuant to this Agreement, or in
connection with the decision of such Bank to enter into this Agreement, to any
such Subsidiary or Affiliate of such Bank, it being understood that any such
Subsidiary or affiliate of any Bank receiving such information shall be bound by
the provisions of Section 0 as if it were a Bank hereunder. Such Authorization
shall survive the repayment of the Loans and other Obligations and the
termination of the Commitments.


                                       89
<PAGE>

                                  Counterparts.
                  This Agreement may be executed by different parties hereto on
any number of separate counterparts, each of which, when so executed and
delivered, shall be an original, and all such counterparts shall together
constitute one and the same instrument.

                           Agent's or Bank's Consent.
                  Whenever the Agent's or any Bank's consent is required to be
obtained under this Agreement or any of the other Loan Documents as a condition
to any action, inaction, condition or event, the Agent and each Bank shall be
authorized to give or withhold such consent in its sole and absolute discretion
and to condition its consent upon the giving of additional collateral, the
payment of money or any other matter.

                                   Exceptions.
                  The representations, warranties and covenants contained herein
shall be independent of each other, and no exception to any representation,
warranty or covenant shall be deemed to be an exception to any other
representation, warranty or covenant contained herein unless expressly provided,
nor shall any such exceptions be deemed to permit any action or omission that
would be in contravention of applicable Law.

                     CONSENT TO FORUM; WAIVER OF JURY TRIAL.
                  EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY AND
THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA, AND
WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL
SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO SUCH
LOAN PARTY AT THE ADDRESSES PROVIDED FOR IN SECTION 0 AND SERVICE SO MADE SHALL
BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. EACH LOAN PARTY WAIVES
ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS
PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF
JURISDICTION OR VENUE. EACH LOAN PARTY, THE AGENT AND THE BANKS HEREBY WAIVE
TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND
ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
COLLATERAL TO THE FULL EXTENT PERMITTED BY LAW.

                             Tax Withholding Clause.
                  Each Bank or assignee or participant of a Bank that is not
incorporated under the Laws of the United States of America or a state thereof
(and, upon the written request of the Agent, each other Bank or assignee or
participant of a Bank) agrees that it will deliver to each of the Borrower and
the Agent two (2) duly completed appropriate valid Withholding Certificates (as
defined under ss.1.1441-1(c)(16) of the Income Tax Regulations ("Regulations"))
certifying its status (i.e., U.S. or foreign person) and, if appropriate, making
a claim of reduced, or exemption from, U.S. withholding tax on the basis of an
income tax treaty or an exemption provided by the Internal Revenue Code. Such


                                       90
<PAGE>

delivery may be made by electronic transmission as described in
ss.1.1441-1(e)(4)(iv) of the Regulations if the Agent establishes an electronic
delivery system. The term "Withholding Certificate" means a Form W-9; a Form
W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and
certifications as required under ss.1.1441-1(e)(3) of the Regulations; a
statement described in ss.1.871-14(c)(2)(v) of the Regulations; or any other
certificates under the Code or Regulations that certify or establish the status
of a payee or beneficial owner as a U.S. or foreign person. Each Bank, assignee
or participant required to deliver to the Borrower and the Agent a valid
Withholding Certificate pursuant to the preceding sentence shall deliver such
valid Withholding Certificate as follows: (A) each Bank which is a party hereto
on the Closing Date shall deliver such valid Withholding Certificate at least
five (5) Business Days prior to the first date on which any interest or fees are
payable by the Borrower hereunder for the account of such Bank; (B) each
assignee or participant shall deliver such valid Withholding Certificate at
least five (5) Business Days before the effective date of such assignment or
participation (unless the Agent in its sole discretion shall permit such
assignee or participant to deliver such Withholding Certificate less than five
(5) Business Days before such date in which case it shall be due on the date
specified by the Agent). Each Bank, assignee or participant which so delivers a
valid Withholding Certificate further undertakes to deliver to each of the
Borrower and the Agent two (2) additional copies of such Withholding Certificate
(or a successor form) on or before the date that such Withholding Certificate
expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent Withholding Certificate so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by the Borrower or the Agent. Notwithstanding the submission of a
Withholding Certificate claiming a reduced rate of, or exemption from, United
States withholding tax, the Agent shall be entitled to withhold United States
federal income taxes at the full 30% withholding rate if in its reasonable
judgment it is required to do so under the due diligence requirements imposed
upon a withholding agent under ss.1.1441-7(b) of the Regulations. Further, the
Agent is indemnified under ss.1.1461-1(e) of the Regulations against any claims
and demands of any Bank or assignee or participant of a Bank for the amount of
any tax it deducts and withholds in accordance with regulations under ss.1441 of
the Internal Revenue Code.
                             Joinder of Guarantors.
                  Any Subsidiary of the Borrower which is required to join this
Agreement as a Guarantor pursuant to Section 0 [Subsidiaries, Partnerships and
Joint Ventures] shall execute and deliver to the Agent (i) a Guarantor Joinder
pursuant to which it shall join as a Guarantor each of the documents to which
the Guarantors are parties; (ii) documents in the forms described in Section 0
[First Loans] modified as appropriate to relate to such Subsidiary; and (iii)
documents necessary to grant and perfect Prior Security Interests to the Agent
for the benefit of the Banks in all Collateral held by such Subsidiary. The Loan
Parties shall deliver such Guarantor Joinder and related documents to the Agent
within five (5) Business Days after the date of the filing of such Subsidiary's
articles of incorporation if the Subsidiary is a corporation, the date of the



                                       91
<PAGE>

filing of its certificate of limited partnership if it is a limited partnership
or the date of its organization if it is an entity other than a limited
partnership or corporation.

                                       92
<PAGE>


            [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]


         IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Agreement as of the day and year first above
written.
<TABLE>
<CAPTION>


<S>                                                          <C>
COMPUDYNE CORPORATION,                                       QUANTA SYSTEMS CORPORATION,
a Nevada corporation                                         a Connecticut corporation


By:                                                          By:
   --------------------                                          ---------------
Title:  CFO-Treasurer                                        Title:
                                                                  --------------
CORRLOGIC, INC.,                                             SECURETRAVEL, INC., formerly known as SYSCO SECURITY
a Nevada corporation                                         SYSTEMS, INC.,
                                                             a Nevada corporation

By:
   ------------------
Title: Vice President                                        By:
                                                                ----------------
                                                             Title: Vice President
FIBER SENSYS, INC.,                                          NORSHIELD CORPORATION,
an Oregon corporation                                        an Alabama corporation


By:                                                          By:
    ------------------                                          ----------------
Title: Vice President                                        Title: Vice President
TIBURON, INC., formerly NEW TIBURON, INC.                    PNC BANK, NATIONAL ASSOCIATION,
a Virginia corporation                                       as a Bank and as Agent


By:                                                          By:
    -----------------                                           ----------------
Title: Vice President                                        Title:  Vice President
NORMENT SECURITY GROUP, INC.,                                SUNBANK
a Delaware corporation


By:                                                          By:
    -------------------------------------------------
Title: Vice President                                        Title:  Regional President

</TABLE>


                                       93
<PAGE>


                               SCHEDULE 1.1(A) - 1
                                 SCHEDULE 1.1(A)

                       ASSIGNMENT AND ASSUMPTION AGREEMENT


                                   (Attached)


<PAGE>

                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

                                   Page 1 of 3



Part 1 - Commitments of Banks and Addresses for Notices to Banks
----------------------------------------------------------------
<TABLE>
<CAPTION>

                                        Amount of           Amount of           Amount of
                                       Commitment for      Commitment for    Commitment for
                                      Revolving Credit     Revolving Credit    Swing Loans*        Total
               Bank                     Loans under          Loans under                         Commitment      Ratable Share
                                     Revolving Credit      Revolving Credit
                                         Facility A           Facility B
                                    --------------------- ------------------- ---------------- --------------- ------------------
Name:  PNC Bank, National
    Association
Address: 4242 Carlisle Pike
    Camp Hill, PA  17011
Attention: Thomas J. Fowlston
<S>            <C>   <C> <C>        <C>                   <C>                 <C>              <C>             <C>
Telephone      (717) 730-2404       $7,600,000            $11,400,000         $500,000         $19,000,000     76.0%
Telecopy:      (717) 730-2387
                                    --------------------- ------------------- ---------------- --------------- ------------------

Name: SunBank                       $2,400,000            $3,600,000                           $6,000,000      24.0%
Address: SunBank
1100 Spring Garden Drive
Suite A
Middletown, PA  17057
Attention: David Diffenderffer
Telephone:  (717) 831-0008
Telefax:  (717) 831-0072




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


                                    --------------------- ------------------- ---------------- --------------- ------------------
         Total                      $10,000,000           $15,000,000         $N/A             $25,000,000.    100%
                                     ==========            ==========          ===              ===========    ===

*    The  Swing  Line is  shown as a part of the  Revolving  Credit  Facility  A
     Commitment of PNC Bank and is not separately  combined in calculating total
     Commitments in the table.




</TABLE>


<PAGE>








                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES


                                   Page 2 of 3


Part 2 - Addresses for Notices to Borrower and Guarantors:


AGENT

Name:              PNC Bank, National Association
Address:          4242 Carlisle Pike
                  Camp Hill, PA  17011
Attention:        Thomas J. Fowlston
Telephone:        (717) 730-2404
Telecopy:         (717) 730-2387




BORROWER:

Name:             CompuDyne Corporation
Address:          7249 National Drive
                  Hanover, MD  21076
Attention:        Geoff Feidelberg
Telephone:        (410) 712-0275
Telecopy:         (410) 712-0677








                                                            continued next page



<PAGE>



                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

                                   Page 3 of 3


Part 2 - Addresses for Notices to Borrower and Guarantors:


GUARANTORS:

In each case:

                  c/o CompuDyne Corporation
Address:          7249 National Drive
                  Hanover, MD  21076
Attention:        Geoff Feidelberg
Telephone:        (410) 712-0275
Telecopy:         (410) 712-0677


Guarantor:        Fiber Sensys, Inc.


Guarantor:        Tiburon, Inc.


Guarantor:        Norment Security Group, Inc.


Guarantor:        Norshield Corporation


Guarantor:        Sysco Security Systems, Inc., now Securetravel, Inc.


Guarantor:        Quanta Systems Corporation


Guarantor:        Corrlogic, Inc.