<PAGE>

                                                                    EXHIBIT 10.9
                                                                  CONFORMED COPY


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



                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


                           dated as of March 16, 2001


                                      among

                         CROSS COUNTRY TRAVCORPS, INC.,


                            The Lenders Party Hereto,

                           SALOMON SMITH BARNEY INC.,
                                  as Arranger,

                               CITICORP USA, INC.,
      as Administrative Agent, Collateral Agent, Issuing Bank and Swingline
                                     Lender,

                             BANKERS TRUST COMPANY,
                              as Syndication Agent,

                                       and

                              WACHOVIA BANK, N.A.,
                             as Documentation Agent



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

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01.  DEFINED TERMS.................................................1
SECTION 1.02.  TERMS GENERALLY..............................................24
SECTION 1.03.  PRO FORMA COMPUTATIONS.......................................25

                                   ARTICLE II

                                  THE CREDITS

SECTION 2.01.  COMMITMENTS..................................................25
SECTION 2.02.  LOANS........................................................25
SECTION 2.03.  BORROWING PROCEDURE..........................................27
SECTION 2.04.  EVIDENCE OF DEBT, REPAYMENT OF LOANS.........................28
SECTION 2.05.  FEES.........................................................28
SECTION 2.06.  INTEREST ON LOANS............................................29
SECTION 2.07.  DEFAULT INTEREST.............................................30
SECTION 2.08.  ALTERNATE RATE OF INTEREST...................................30
SECTION 2.09.  TERMINATION AND REDUCTION OF COMMITMENTS.....................30
SECTION 2.10.  CONVERSION AND CONTINUATION OF BORROWINGS....................31
SECTION 2.11.  REPAYMENT OF BORROWINGS......................................32
SECTION 2.12.  OPTIONAL PREPAYMENT..........................................33
SECTION 2.13.  MANDATORY PREPAYMENTS........................................34
SECTION 2.14.  RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES................36
SECTION 2.15.  CHANGE IN LEGALITY...........................................37
SECTION 2.16.  INDEMNITY....................................................38
SECTION 2.17.  PRO RATA TREATMENT...........................................38
SECTION 2.18.  SHARING OF SETOFFS...........................................38
SECTION 2.19.  PAYMENTS.....................................................39
SECTION 2.20.  TAXES........................................................39
SECTION 2.21.  ASSIGNMENT OF COMMITMENTS UNDER CERTAIN CIRCUMSTANCES;
                  DUTY TO MITIGATE..........................................40
SECTION 2.22.  LETTERS OF CREDIT............................................41
SECTION 2.23.  SWINGLINE LOANS..............................................45

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

SECTION 3.01.  ORGANIZATION; POWERS.........................................46
SECTION 3.02.  AUTHORIZATION................................................47
SECTION 3.03.  ENFORCEABILITY...............................................47
SECTION 3.04.  GOVERNMENTAL APPROVALS.......................................47
SECTION 3.05.  FINANCIAL STATEMENTS.........................................47
SECTION 3.06.  NO MATERIAL ADVERSE CHANGE...................................48
SECTION 3.07.  TITLE TO PROPERTIES; POSSESSION UNDER LEASES.................48
SECTION 3.08.  SUBSIDIARIES.................................................48
SECTION 3.09.  LITIGATION; COMPLIANCE WITH LAWS.............................48
SECTION 3.10.  AGREEMENTS...................................................48

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                                                                            PAGE


SECTION 3.11.  MARGIN STOCK.................................................49
SECTION 3.12.  INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY
                  ACT.......................................................49
SECTION 3.13.  TAX RETURNS..................................................49
SECTION 3.14.  NO MATERIAL MISSTATEMENTS....................................49
SECTION 3.15.  EMPLOYEE BENEFIT PLANS.......................................49
SECTION 3.16.  ENVIRONMENTAL MATTERS........................................49
SECTION 3.17.  INSURANCE....................................................50
SECTION 3.18.  LOCATION OF REAL PROPERTY....................................50
SECTION 3.19.  LABOR MATTERS................................................50
SECTION 3.20.  SOLVENCY.....................................................51

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

SECTION 4.01.  ALL CREDIT EVENTS............................................51
SECTION 4.02.  SECOND RESTATEMENT CLOSING DATE..............................51

                                    ARTICLE V

                             AFFIRMATIVE COVENANTS

SECTION 5.01.  EXISTENCE; BUSINESSES AND PROPERTIES.........................54
SECTION 5.02.  INSURANCE....................................................55
SECTION 5.03.  OBLIGATIONS AND TAXES........................................55
SECTION 5.04.  FINANCIAL STATEMENTS, REPORTS, ETC...........................55
SECTION 5.05.  LITIGATION AND OTHER NOTICES.................................57
SECTION 5.06.  EMPLOYEE BENEFITS............................................57
SECTION 5.07.  MAINTAINING RECORDS; ACCESS TO PROPERTIES AND
                  INSPECTIONS...............................................57
SECTION 5.08.  USE OF PROCEEDS; MARGIN STOCK................................57
SECTION 5.09.  COMPLIANCE WITH ENVIRONMENTAL LAWS...........................58
SECTION 5.10.  FURTHER ASSURANCES...........................................58
SECTION 5.11.  INTEREST RATE AGREEMENTS.....................................58

                                   ARTICLE VI

                               NEGATIVE COVENANTS

SECTION 6.01.  INDEBTEDNESS.................................................59
SECTION 6.02.  LIENS........................................................60
SECTION 6.03.  SALE AND LEASE-BACK TRANSACTIONS.............................61
SECTION 6.04.  INVESTMENTS, LOANS AND ADVANCES..............................62
SECTION 6.05.  MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SALES OF
                  ASSETS....................................................62
SECTION 6.06.  DIVIDENDS AND DISTRIBUTIONS; RESTRICTIONS ON REPAYMENT
                  OF INDEBTEDNESS AND ABILITY OF SUBSIDIARIES TO PAY
                  DIVIDENDS.................................................63
SECTION 6.07.  TRANSACTIONS WITH AFFILIATES.................................64
SECTION 6.08.  BUSINESS OF THE BORROWER AND SUBSIDIARIES....................64
SECTION 6.09.  MODIFICATION OF CERTAIN AGREEMENTS...........................64
SECTION 6.10.  FISCAL YEAR..................................................64
SECTION 6.11.  CAPITAL EXPENDITURES.........................................64
SECTION 6.12.  MINIMUM ADJUSTED EBITDA......................................65
SECTION 6.13.  DEBT/ADJUSTED EBITDA RATIO...................................65
SECTION 6.14.  SENIOR DEBT/ADJUSTED EBITDA RATIO............................65

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                                                                            PAGE


SECTION 6.15.  CONSOLIDATED INTEREST EXPENSE COVERAGE RATIO.................66

                                   ARTICLE VII

                             DEFAULTS AND REMEDIES

SECTION 7.01.  DEFAULTS AND REMEDIES........................................66

                                  ARTICLE VIII

                                   THE AGENTS

SECTION 8.01.  APPOINTMENT OF AGENTS........................................68
SECTION 8.02.  LIMITATIONS ON LIABILITY.....................................69
SECTION 8.03.  ACTING AT THE DIRECTION OF THE REQUIRED LENDERS..............70
SECTION 8.04.  RESIGNATION OF THE AGENTS....................................70
SECTION 8.05.  OTHER TRANSACTIONS...........................................70
SECTION 8.06.  REIMBURSEMENT AND INDEMNITY..................................70
SECTION 8.07.  NO RELIANCE..................................................70

                                   ARTICLE IX

                                 MISCELLANEOUS

SECTION 9.01.  NOTICES......................................................71
SECTION 9.02.  SURVIVAL OF AGREEMENT........................................71
SECTION 9.03.  BINDING EFFECT; TERMINATION..................................72
SECTION 9.04.  SUCCESSORS AND ASSIGNS.......................................72
SECTION 9.05.  EXPENSES; INDEMNITY..........................................75
SECTION 9.06.  RIGHT OF SETOFF..............................................76
SECTION 9.07.  APPLICABLE LAW...............................................76
SECTION 9.08.  WAIVERS; AMENDMENT; REPLACEMENT LENDERS......................77
SECTION 9.09.  INTEREST RATE LIMITATION.....................................78
SECTION 9.10.  ENTIRE AGREEMENT.............................................79
SECTION 9.11.  WAIVER OF JURY TRIAL.........................................79
SECTION 9.12.  SEVERABILITY.................................................79
SECTION 9.13.  COUNTERPARTS.................................................79
SECTION 9.14.  HEADINGS.....................................................79
SECTION 9.15.  JURISDICTION; CONSENT TO SERVICE OF PROCESS..................80
SECTION 9.16.  JUDGMENT CURRENCY............................................80
SECTION 9.17.  CONFIDENTIALITY..............................................81

<PAGE>


ANNEXES

Annex 1           -     Revolving Credit Commitments and Term Commitments
Annex 2           -     Administrative Information

SCHEDULES

Schedule 3.08           -     Subsidiaries
Schedule 3.09           -     Litigation
Schedule 3.16           -     Environmental Matters
Schedule 3.17           -     Insurance
Schedule 3.18           -     Real Properties
Schedule 6.01                 -     Existing Indebtedness
Schedule 6.02           -     Existing Liens
Schedule 6.04           -     Existing Investments
Schedule 6.07           -     Transactions with Affiliates

EXHIBITS

Exhibit A               -     Administrative Questionnaire
Exhibit B               -     Form of Borrowing Request
Exhibit C               -     Form of Continuation/Conversion Request
Exhibit D               -     Form of Pricing Adjustment Certificate
Exhibit E               -     Form of Issuance Request
Exhibit F               -     Form of Assignment and Acceptance
Exhibit G               -     Form of Subsidiary Guarantee Agreement
Exhibit H               -     Form of Security Agreement
Exhibit I               -     Form of Pledge Agreement
Exhibit J               -     Form of Indemnity, Subrogation and Contribution
                              Agreement
Exhibit K               -     Form of Opinion of Proskauer Rose LLP, Counsel
                              for the Borrower


<PAGE>


                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March
                  16, 2001, among CROSS COUNTRY TRAVCORPS, INC. (formerly known
                  as Cross Country Staffing, Inc.), a Delaware corporation (the
                  "BORROWER"), the LENDERS (as defined in Article I), SALOMON
                  SMITH BARNEY INC., as sole advisor, arranger and book manager
                  (in such capacity, the "ARRANGER"), CITICORP USA, INC., as
                  issuing bank (in such capacity, the "ISSUING BANK"), as
                  swingline lender (in such capacity, the "SWINGLINE LENDER"),
                  as administrative agent for the Lenders (in such capacity, the
                  "ADMINISTRATIVE AGENT") and as collateral agent for the
                  LENDERS (in such capacity, the "COLLATERAL AGENT"), BANKERS
                  TRUST COMPANY, as syndication agent (in such capacity, the
                  "SYNDICATION AGENT"), and WACHOVIA BANK, N.A., as
                  documentation agent (in such capacity, the "DOCUMENTATION
                  AGENT").

      The Borrower, the Lenders, the Arranger, Citicorp USA, Inc., the
Syndication Agent and the Documentation Agent are parties to a Credit Agreement
dated as of July 29, 1999, as amended by the amendment and restatement dated as
of December 16, 1999, the Waiver dated as of July 25, 2000, Amendment No. 1
dated as of October 27, 2000 and Waiver and Amendment No. 2 dated as of December
4, 2000 (collectively, the "EXISTING CREDIT AGREEMENT"), pursuant to which such
Lenders (a) made term loans (referred to herein as the "Tranche A-1 Term Loans")
in an aggregate principal amount outstanding on the date hereof of $114,880,000
and (b) committed to make revolving loans at any time and from time to time
prior to the Revolving Credit Maturity Date in an aggregate principal amount at
any time outstanding not in excess of $30,000,000.

      The Borrower has entered into a Stock Purchase Agreement with Edgewater
Technology, Inc., a Delaware corporation, pursuant to which it will acquire the
stock of Clinforce. In connection with the Clinforce Acquisition, the Borrower
has requested (a) that the Amended and Restated Credit Agreement be amended and
restated by this Agreement in order to provide for Tranche A-2 Term Loans in an
aggregate principal amount of $30,000,000 and (b) provide for the other changes
described herein. The Tranche A-2 Term Loans will be drawn in a single drawing
on the date on which the Clinforce Acquisition is consummated (the "SECOND
RESTATEMENT CLOSING DATE") and used to pay the consideration payable in such
acquisition and related fees and expenses. Amounts borrowed under the Term Loans
that are repaid or prepaid may not be reborrowed. Proceeds of Revolving Loans
and Swingline Loans and Letters of Credit have been and will continue to be used
by the Borrower for general corporate purposes, including Permitted
Acquisitions.

      The Lenders, the Administrative Agent and the Issuing Bank are willing to
amend and restate the Existing Credit Agreement on the terms and subject to the
conditions set forth herein. Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.01. DEFINED TERMS. As used in this Agreement, the following
terms shall have the meanings specified below:



<PAGE>

                                                                               2


      "ABR BORROWING" means a Borrowing comprised of ABR Loans.

      "ABR LOAN" means any ABR Term Loan, ABR Revolving Loan or Swingline Loan.

      "ABR REVOLVING LOAN" means any Revolving Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

      "ABR TERM BORROWING" means a Borrowing comprised of ABR Term Loans.

      "ABR TERM LOAN" means any Term Loan bearing interest at a rate determined
by reference to the Alternate Base Rate in accordance with the provisions of
Article II.

      "ACCOUNT" means any right to payment for goods sold or leased or for
services rendered, whether or not earned by performance.

      "ADJUSTED EBITDA" means, for any period, EBITDA on a consolidated basis
for such period after giving effect to all Asset Acquisitions or Stock
Acquisitions consummated during such period on a pro forma basis (as if such
acquisitions were made on the first day of such period), including the pro forma
cost savings for such period calculated in accordance with Regulation S-X under
the Exchange Act (it being agreed that such pro forma adjustments shall include
adjustments to reflect CCS's results of operations for periods ended prior to
July 29, 1999); PROVIDED that, for purposes of this definition only, for fiscal
year 1999, neither (a) the amounts constituting the TravCorps Option
Cancellation Expense nor (b) the compensation expense associated with the
issuance by the Borrower of its common stock to certain employees, shall be
deducted from revenues in determining Consolidated Net Income for any period
during such fiscal year.

      "ADJUSTED LIBO RATE" means, with respect to any Eurodollar Borrowing for
any Interest Period, an interest rate per annum equal to the product of (a) the
LIBO Rate in effect for such Interest Period and (b) Statutory Reserves.

      "ADMINISTRATIVE AGENT" is defined in the preamble.

      "ADMINISTRATIVE AGENT FEES" is defined in Section 2.05(b).

      "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative Questionnaire in
the form of Exhibit A.

      "AFFILIATE" means, when used with respect to a specified person, another
person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the person specified.

      "AGENTS" is defined in Section 8.01.

      "AGGREGATE REVOLVING CREDIT EXPOSURE" means the aggregate amount of the
Lenders' Revolving Credit Exposures.

      "ALTERNATE BASE RATE" means, for any day, a rate per annum equal to the
greatest of (a) the prime rate of Citibank, N.A. in effect on such day, (b) the
Base CD Rate in effect on such day plus 1/2 of 1% and (c) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. If
<PAGE>

                                                                               3

for any reason the Administrative Agent shall have determined (which
determination shall be conclusive absent manifest error) that it is unable to
ascertain the Federal Funds Effective Rate for any reason, including the
inability of the Administrative Agent to obtain sufficient quotations in
accordance with the terms of the definition thereof, the Alternate Base Rate
shall be determined without regard to clause (b) of the preceding sentence until
the circumstances giving rise to such inability no longer exist. Any change in
the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective on the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

      "AMENDED AND RESTATED CREDIT AGREEMENT" is defined in the preamble.

      "ASSET ACQUISITION" means a purchase, lease or other acquisition of (a)
all or substantially all of the assets of any person, (b) a division or business
of any person or (c) assets that are substantial in relation to the Borrower and
the Subsidiaries taken as a whole.

      "ASSET DISPOSITION" means the sale, transfer, licensing or other
disposition (directly, by way of merger or formation of a joint venture or
otherwise, and including any casualty event or condemnation that results in the
receipt of any insurance or condemnation proceeds) by the Borrower or any of the
Subsidiaries (other than a sale, transfer, licensing or other disposition to the
Borrower or any Subsidiary) of (a) any Equity Interests or Rights of any of the
Subsidiaries (including through the issuance of Equity Interests or Rights by
any Subsidiary) or (b) any other assets, whether real or personal and whether
tangible or intangible, of the Borrower or any of the Subsidiaries; PROVIDED
that any disposition of inventory, obsolete or worn out assets or Permitted
Investments, in each case in the ordinary course of business, shall not be
deemed to be "Asset Dispositions" for purposes of this Agreement.

      "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered
into by a Lender and an assignee, and accepted by the Administrative Agent, in
the form of Exhibit F or such other form as shall be approved by the
Administrative Agent.

      "BASE CD RATE" means the latest three-week moving average of secondary
market morning offering rates in the United States for three-month certificates
of deposit of major United States money market banks, such three-week moving
average being determined weekly on each Monday (or, if any such day is not a
Business Day, on the next succeeding Business Day) for the three-week period
ending on the previous Friday by Citibank, N.A. on the basis of such rates
reported by certificate of deposit dealers to and published by the Federal
Reserve Bank of New York or, if such publication shall be suspended or
terminated, on the basis of quotations for such rates received by Citibank, N.A.
from three New York certificate of deposit dealers of recognized standing
selected by Citibank, N.A., in either case adjusted to the nearest 1/4 of 1% or,
if there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%.

      "BOARD" means the Board of Governors of the Federal Reserve System of the
United States of America.

      "BORROWER" is defined in the preamble.

      "BORROWING" means (a) a group of Loans of a single Type made by the
Lenders on a single date and as to which a single Interest Period is in effect
or (b) a Swingline Loan.

      "BORROWING REQUEST" means a request by the Borrower in accordance with the
terms of
<PAGE>
                                                                               4


Section 2.03 and substantially in the form of Exhibit B.

      "BUSINESS DAY" means any day other than a Saturday, Sunday or day on which
banks in New York City are authorized or required by law to close; PROVIDED,
HOWEVER, that when used in connection with a Eurodollar Loan, the term "BUSINESS
DAY" shall also exclude any day on which banks are not open for dealings in
dollar deposits in the London interbank market.

      "CAPITAL EXPENDITURES" means, for any period, additions to property, plant
and equipment and other capital expenditures of the Borrower and the
Subsidiaries that are (or would be) set forth in a consolidated statement of
cash flows of the Borrower for such period prepared in accordance with GAAP.

      "CAPITAL LEASE OBLIGATIONS" of any person means the obligations of such
person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.

      "CCS" means Cross Country Staffing, a Delaware general partnership which
was a predecessor entity to the Borrower.

      "CCTC" means CCTC Acquisition, Inc., a Delaware corporation and a
direct wholly owned subsidiary of the Borrower.

      "CHANGE OF CONTROL" means the occurrence of any of the following events:

      (a) the Permitted Holders cease to be the "beneficial owners" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of shares
representing at least (i) prior to the first Public Equity Offering that results
in a Public Market, 66-2/3% or (ii) after the first Public Equity Offering that
results in a Public Market, 45%, of each of the voting power and economic
interest represented by the capital stock of the Borrower, whether as a result
of the issuance of securities of the Borrower, any merger, consolidation,
liquidation or dissolution of the Borrower, any direct or indirect transfer of
securities by the Permitted Holders or otherwise; or

      (b) after the first Public Equity Offering that results in a Public
Market, (i) any "person" or "group" (as such terms are used in Sections 13(d)(3)
and 14(d)(2) of the Exchange Act or any successor provisions to either of the
foregoing), including any group acting for the purpose of acquiring, holding,
voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under
the Exchange Act, other than any one or more of the Permitted Holders, becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act, except
that a person will be deemed to have "beneficial ownership" of all shares that
any such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of
shares representing 33% or more of the voting power represented by the capital
stock of the Borrower; or

      (c) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors (together with any
new directors whose election or appointment by such Board or whose nomination
for election by the shareholders of the Borrower was approved by a vote of
66-2/3% of the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
<PAGE>
                                                                               5


previously so approved) cease for any reason to constitute a majority of the
Board of Directors then in office; or

      (d) any transaction or series of related transactions constituting a
"change of control" or other similar occurrence under documentation evidencing
or governing any Indebtedness of the Borrower or its Subsidiaries in an
aggregate principal amount of $2,000,000 or more.

      "CHARTERHOUSE" means Charterhouse Equity Partners III, L.P.

      "CHIEF FINANCIAL OFFICER" of any person means the chief financial officer
of such person.

      "CLINFORCE" means, collectively, Clinforce, Inc. and CFRC, Inc.,
which is the clinical trials staffing business of Edgewater Technology, a
Delaware corporation.

      "CLINFORCE ACQUISITION" means the acquisition pursuant to the Stock
Purchase Agreement dated as of December 15, 2000 between the Borrower and
Edgewater Technology, a Delaware corporation, pursuant to which the Borrower
will acquire the assets and business of Clinforce.

      "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

      "COLLATERAL" means all the "Collateral" as defined in any Collateral
Document.

      "COLLATERAL AGENT" is defined in the preamble.

      "COLLATERAL DOCUMENTS" means the Pledge Agreement, the Security Agreement
and each of the security agreements and other instruments and documents executed
and delivered pursuant to any of the foregoing or pursuant to Section 5.10.

      "COLLATERAL REQUIREMENT" means, at any time, that (a) the Security
Agreement (or a supplement referred to in Section 7.15 thereof) and the Pledge
Agreement (or a supplement thereto referred to in Section 23 thereof) shall have
been duly executed by the Borrower and each Domestic Subsidiary existing at such
time, shall have been delivered to the Collateral Agent and shall be in full
force and effect, (b) all the outstanding Equity Interests and Rights of the
Subsidiaries and other persons (other than the Excluded Subsidiary) owned by the
Borrower and the Domestic Subsidiaries and all Indebtedness of the Borrower or
any other Subsidiary or other person owned by the Borrower and the Domestic
Subsidiaries shall have been duly and validly pledged under the Pledge Agreement
to the Collateral Agent for the ratable benefit of the Obligees and certificates
or other instruments representing such Equity Interests and Rights or
Indebtedness (to the extent such Indebtedness is evidenced by certificates or
instruments), accompanied by stock powers or other instruments of transfer
endorsed in blank, shall be in the actual possession of the Collateral Agent;
PROVIDED that none of the Borrower or the Domestic Subsidiaries shall be
required to pledge more than 65% of the voting Equity Interests (but shall be
required to pledge 100% of the non-voting Equity Interests) of any Foreign
Subsidiary; (c) each document (including each Uniform Commercial Code financing
statement and each filing with respect to Intellectual Property owned by the
Borrower or any other Subsidiary party to the Security Agreement) required by
law or reasonably requested by the Collateral Agent to be filed, registered or
recorded in order to create in favor of the Collateral Agent for the benefit of
the Obligees a valid, legal and perfected first-priority security interest in
and lien on the Collateral subject to the Security Agreement (subject to any
Lien expressly permitted by Section 6.02) shall have been so filed, registered
or recorded and evidence thereof delivered to
<PAGE>
                                                                               6


the Collateral Agent; and (d)(i) each of the Mortgages relating to each of the
Mortgaged Properties (if any) shall have been duly executed by the parties
thereto and delivered to the Collateral Agent and shall be in full force and
effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien
other than those expressly permitted under Section 6.02, (iii) each of such
Mortgages shall have been filed and recorded in the appropriate recording office
and, in connection therewith, the Collateral Agent shall have received evidence
satisfactory to it of each such filing and recordation (or arrangements for such
filing and recordation satisfactory to the Collateral Agent shall have been
made) and (iv) the Collateral Agent shall have received such other documents,
including a policy or policies of title insurance issued by a nationally
recognized title insurance company, together with such endorsements, coinsurance
and reinsurance as may be requested by the Collateral Agent and the Lenders,
insuring the Mortgages as valid first liens on the Mortgaged Properties, free of
Liens other than those expressly permitted under Section 6.02, together with
such surveys, abstracts, appraisals and legal opinions required to be furnished
pursuant to the terms of the Mortgages or as reasonably requested by the
Collateral Agent or the Lenders.

      "COMMITMENT" means, with respect to any Lender, such Lender's Revolving
Credit Commitment, Tranche A-1 Term Commitment and Tranche A-2 Term Commitment.

      "COMMITMENT FEE" is defined in Section 2.05(a).

      "CONSOLIDATED INTEREST EXPENSE" means, for any period, the total interest
expense of the Borrower and the consolidated Subsidiaries for such period, plus,
to the extent not included in such total interest expense, and to the extent
incurred by the Borrower or the Subsidiaries during such period, (a) interest
expense attributable to capital leases, (b) amortization of debt discount and
debt issuance cost, including commitment fees (other than with respect to the
Commitments and the Subordinated Debt), (c) capitalized interest, (d) non-cash
interest expense (other than with respect to the Subordinated Debt), (e)
commissions, discounts and other fees and charges owed with respect to letters
of credit and banker's acceptance financing, (f) net costs associated with
Hedging Obligations (including amortization of fees), (g) interest incurred in
connection with investments in discontinued operations and (h) interest accruing
on Indebtedness of any other person to the extent such interest is Guaranteed by
the Borrower or any Subsidiary; PROVIDED, HOWEVER, that (i) Consolidated
Interest Expense for the period of four fiscal quarters ending on December 31,
1999 shall be equal to the product of (A) Consolidated Interest Expense for the
period of five fiscal months ending on December 31, 1999 and (B) the fraction
the numerator of which is equal to 12 and the denominator of which is equal to
five, (ii) Consolidated Interest Expense for the period of four fiscal quarters
ending on March 31, 2000 shall be equal to the product of (A) Consolidated
Interest Expense for the period of three fiscal months ending on March 31, 2000
and (B) four and (iii) Consolidated Interest Expense for the period of four
fiscal quarters ending on June 30, 2000 shall be equal to the product of (A)
Consolidated Interest Expense for the period of 6 fiscal months ending on June
30, 2000 and (B) two; PROVIDED FURTHER, HOWEVER, that for purposes of Section
6.15, the term "Consolidated Interest Expense" shall also exclude noncash
interest expense with respect to the Subordinated Debt.

      "CONSOLIDATED NET INCOME" means, for any period, net income or loss of the
Borrower and the Subsidiaries for such period, as determined on a consolidated
basis in accordance with GAAP, PROVIDED that there shall in any event be
excluded (a) the income or loss of any person (other than the Borrower or any
wholly owned Subsidiary) except that (i) the Borrower's or any wholly owned
Subsidiary's equity in the net income of any such person for such period shall
be
<PAGE>
                                                                               7


included in such Consolidated Net Income up to the aggregate amount of cash
distributed by such person during such period to the Borrower or any wholly
owned Subsidiary as a dividend or other distribution and (ii) the Borrower's or
any wholly owned Subsidiary's equity in a net loss of any such person for such
period shall be included in determining such Consolidated Net Income, (b) any
gain or loss realized upon any Asset Disposition, PROVIDED that any tax benefit
or tax liability resulting therefrom shall also be excluded in calculating such
Consolidated Net Income, (c) any extraordinary gain or loss, PROVIDED that any
tax benefit or tax liability resulting therefrom shall also be excluded in
calculating such Consolidated Net Income, (d) the cumulative effect of a change
in accounting principles and (e) any non-cash compensation expense realized for
grants of performance shares, stock options or other stock awards to officers,
directors and employees of the Borrower or the Subsidiaries.

      "CONTINUATION/CONVERSION REQUEST" means a continuation/conversion request
delivered by the Borrower to the Administrative Agent, in the form of Exhibit C
or such other form as shall be approved by the Administrative Agent.

      "CONTROL" means 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, and the
terms "CONTROLLING" and "CONTROLLED" shall have meanings correlative thereto.

      "CREDIT DOCUMENTS" means this Agreement, the Letters of Credit, the
Subsidiary Guarantee Agreement, the Collateral Documents, the Indemnity,
Subrogation and Contribution Agreement and the Notes.

      "CREDIT EVENT" is defined in Section 4.01.

      "CREDIT PARTY" means the Borrower and the Subsidiary Guarantors.

      "DEBT" means, with respect to any person, all Indebtedness of such person
of the types referred to in clauses (a), (b), (c), (d), (e) and (h) of the
definition of "INDEBTEDNESS" and, to the extent not included therein, all
Indebtedness incurred pursuant to Section 6.01(a) (other than under clauses
(iv), (vi) and (viii) of Section 6.01(a)).

      "DEBT/ADJUSTED EBITDA RATIO" is defined in Section 6.13.

      "DEFAULT" means any event or condition which upon notice, lapse of time or
both would constitute an Event of Default.

      "DETERMINATION DATE" means each day that is the second Business Day after
a delivery of financial statements pursuant to Section 5.04(a) or (b).

      "DISQUALIFIED STOCK" means, with respect to any person, Redeemable Stock
of such person as to which (i) the maturity, (ii) mandatory redemption or (iii)
redemption, repurchase, conversion or exchange at the option of the holder
thereof occurs, or may occur, on or prior to the first anniversary of Term Loan
Maturity Date; PROVIDED, HOWEVER, that Redeemable Stock of such person that
would otherwise be characterized as Disqualified Stock under this definition
shall not constitute Disqualified Stock (a) if such Redeemable Stock is
convertible or exchangeable into Debt or Disqualified Stock solely at the option
of the issuer thereof or (b) solely as a result of provisions thereof giving
holders thereof the right to require such person
<PAGE>
                                                                               8


to repurchase or redeem such Redeemable Stock upon the occurrence of a "change
of control" occurring prior to the first anniversary of the Term Loan Maturity
Date, if (i) such repurchase obligation may not be triggered in respect of such
Redeemable Stock unless a mandatory prepayment obligation also arises with
respect to the Loans and (ii) no such repurchase or redemption is permitted to
be consummated unless and until such person shall have satisfied all mandatory
prepayment obligations with respect to the Loans.

      "DOCUMENTATION AGENT" is defined in the preamble.

      "DOLLARS" or "$" means lawful money of the United States of America.

      "DOMESTIC SUBSIDIARY" means any Subsidiary incorporated or organized under
the laws of the United States of America, any State thereof or the District of
Columbia.

      "EBITDA" means, for any period, an amount equal to, for the Borrower and
the consolidated Subsidiaries, (a) the sum of Consolidated Net Income for such
period, plus, without duplication and to the extent deducted from revenues in
determining Consolidated Net Income for such period: (i) the provision for taxes
based on income or profits or utilized in computing net loss, (ii) Consolidated
Interest Expense, (iii) depreciation, (iv) amortization and (v) any other
non-cash charges (other than any such non-cash charge to the extent that it
represents an accrual of or reserve for cash expenditures in any future period),
minus (b) all non-cash items included in Consolidated Net Income for such period
(other than any such non-cash item to the extent that it will result in the
receipt of cash payments in any future period).

      "ENVIRONMENT" means ambient air, surface water and groundwater (including
potable water, navigable water and wetlands), the land surface or subsurface
strata, the workplace or as otherwise defined in any Environmental Law.

      "ENVIRONMENTAL CLAIM" means any written accusation, allegation, notice of
violation, claim, demand, order, directive, cost recovery action or other cause
of action by, or on behalf of, any Governmental Authority or any person for
damages, injunctive or equitable relief, personal injury (including sickness,
disease or death), Remedial Action costs, tangible or intangible property
damage, natural resource damages, nuisance, pollution, any adverse effect on the
environment caused by any Hazardous Material, or for fines, penalties or
restrictions, resulting from or based upon (a) the existence, or the
continuation of the existence, of a Release (including sudden or non-sudden,
accidental or non-accidental Releases), (b) exposure to any Hazardous Material,
(c) the presence, use, handling, transportation, storage, treatment or disposal
of any Hazardous Material or (d) the violation or alleged violation of any
Environmental Law or Environmental Permit.

      "ENVIRONMENTAL LAW" means any and all applicable present and future
treaties, laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
Release or threatened Release of any Hazardous Material or to health and safety
matters, including the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986, 42 U.S.C. Sections 9601 ET SEQ. (collectively
"CERCLA"), the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42
U.S.C. Sections 6901 ET SEQ., the Federal Water Pollution Control Act, as
amended by the Clean
<PAGE>
                                                                               9


Water Act of 1977, 33 U.S.C. Sections 1251 ET SEQ., the Clean Air Act of 1970,
as amended 42 U.S.C. Sections 7401 ET SEQ., the Toxic Substances Control Act of
1976, 15 U.S.C. Sections 2601 ET SEQ., the Occupational Safety and Health Act of
1970, as amended, 29 U.S.C. Sections 651 ET SEQ., the Emergency Planning and
Community Right-to-Know Act of 1986, 42 U.S.C. Sections 11001 ET SEQ., the Safe
Drinking Water Act of 1974, as amended, 42 U.S.C. Sections 300(f) ET SEQ., the
Hazardous Materials Transportation Act, 49 U.S.C. Sections 5101 ET SEQ., and any
similar or implementing state or local law, and all amendments or regulations
promulgated under any of the foregoing.

      "ENVIRONMENTAL PERMIT" means any permit, approval, authorization,
certificate, license, variance, filing or permission required by or from any
Governmental Authority pursuant to any Environmental Law.

      "ENVIRONMENTAL PROPERTY" is defined in Section 3.16(a).

      "EQUITY INTERESTS" means (a) with respect to a corporation, shares of the
capital stock of such corporation and (b) with respect to a partnership, limited
liability company or other person, partnership, limited liability or other
equity interests in such person.

      "EQUITY ISSUANCE" means any issuance and sale by the Borrower or by any
Subsidiary to a person other than the Borrower or any Subsidiary of any Equity
Interests of the Borrower or any Subsidiary or any Rights in respect thereof.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as the
same may be amended from time to time.

      "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code, or solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

      "ERISA EVENT" means (a) any "reportable event", as defined in Section 4043
of ERISA or the regulations issued thereunder, with respect to a Plan; (b) the
adoption of any amendment to a Plan that would require the provision of security
pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (c) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (e) the incurrence of any liability under Title IV of ERISA
with respect to the termination of any Plan or the withdrawal or partial
withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or
Multiemployer Plan; (f) the receipt by the Borrower or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to the intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g)
the receipt by the Borrower or any ERISA Affiliate of any notice concerning the
imposition of Withdrawal Liability or a determination that a Multiemployer Plan
is, or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA; (h) the occurrence of a "prohibited transaction" with respect
to which the Borrower or any of its Subsidiaries is a "disqualified person"
(within the meaning of Section 4975 of the Code) or with respect to which the
Borrower or any such Subsidiary could otherwise be liable; and (i) any other
event or condition with respect to a Plan or Multiemployer Plan that could
reasonably be expected to result in liability of the Borrower.
<PAGE>
                                                                              10


      "EURODOLLAR BORROWING" means a Borrowing comprised of Eurodollar
Loans.

      "EURODOLLAR LOAN" means any Eurodollar Revolving Loan or Eurodollar
Term Loan.

      "EURODOLLAR REVOLVING CREDIT BORROWING" means a Borrowing comprised
of Eurodollar Revolving Loans.

      "EURODOLLAR REVOLVING LOAN" means any Revolving Loan bearing interest at a
rate determined by reference to the Adjusted LIBO Rate in accordance with the
provisions of Article II.

      "EURODOLLAR TERM BORROWING" means a Borrowing comprised of Eurodollar
Term Loans.

      "EURODOLLAR TERM LOAN" means any Term Loan bearing interest at a rate
determined by reference to the Adjusted LIBO Rate in accordance with the
provisions of Article II.

      "EVENT OF DEFAULT" is defined in Section 7.01.

      "EXCESS CASH FLOW" means, for any fiscal year, EBITDA for such fiscal year
less the sum (without duplication) of:

            (a)(i) permitted Capital Expenditures made during such fiscal year,
      (ii) Taxes paid by the Borrower or the consolidated Subsidiaries during
      such fiscal year, (iii) cash consideration paid for Permitted Acquisitions
      during such fiscal year (but excluding cash consideration funded from the
      proceeds of issuances of Equity Interests of the Borrower or any
      Subsidiary or Indebtedness other than Loans), (iv) Consolidated Interest
      Expense for such fiscal year, (v) increases in Net Working Capital for
      such fiscal year and (vi) scheduled and mandatory or voluntary repayments
      of Debt of the Borrower and the consolidated Subsidiaries (excluding any
      repayment of the Revolving Loans except to the extent that the Revolving
      Credit Commitments are terminated or permanently reduced by the amount of
      such repayment at the time thereof) during such fiscal year;

plus the sum of:

            (b)(i) decreases in Net Working Capital for such fiscal year, (ii)
      refunds during such fiscal year of Taxes paid by the Borrower and the
      consolidated Subsidiaries in prior periods, and (iii) proceeds to the
      Borrower or the consolidated Subsidiaries from any Indebtedness referred
      to in Section 6.01(a)(xi) in each case to the extent received in cash or
      cash equivalents during such fiscal year.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      "EXCLUDED SUBSIDIARY" means HospitalHub, Inc., a subsidiary of the
Borrower formed in connection with the consummation of the transactions under
the Existing Credit Agreement, and to which the Borrower contributed
substantially all of its business and assets relating primarily to any services
provided as of the Original Closing Date by the Borrower over the Internet.

      "EXCLUDED TAXES" means, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by)
<PAGE>
                                                                              11


its net income by the United States of America, or by any Governmental Authority
as a result of a present or former connection between the recipient and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the recipient having received any payment under
or taking any other action related to any loan under this Agreement or any
Credit Document), (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction in which such
recipient is located and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 2.21(a)), any
withholding tax that (i) is in effect and would apply to amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
(or designates a new lending office), except to the extent that the prior
lending office or the assignor, as applicable, of such Foreign Lender was
entitled, at the time of designation of a new lending office (or assignment), to
receive additional amounts from the Borrower with respect to any withholding tax
pursuant to Section 2.20(a), or (ii) is attributable to such Foreign Lender's
failure to comply with Section 2.20(e).

      "EXISTING CREDIT AGREEMENT" is defined in the preamble.

      "FAIR MARKET VALUE" means, with respect to any property or assets, the
price which could be negotiated in an arm's-length free market transaction, for
cash, between a willing seller and a willing buyer, neither of whom is under
undue pressure or compulsion to complete the transaction.

      "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day for such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.

      "FEE LETTER" means the Fee Letter dated February 27, 2001, between the
Borrower and the Arranger.

      "FEES" means the Commitment Fees, the Administrative Agent Fees, the fees
described in Sections 2.05(c) and 2.05(e), the L/C Participation Fees and the
Issuing Bank Fees.

      "FOREIGN LENDER" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

      "FOREIGN SUBSIDIARY" means any Subsidiary that is not a Domestic
Subsidiary.

      "GAAP" means generally accepted accounting principles applied on a
consistent basis.

      "GOVERNMENTAL AUTHORITY" means any Federal, state, local or foreign court
or governmental agency, authority, instrumentality or regulatory body.

      "GUARANTEE" of or by any person means any obligation, contingent or
otherwise, of such person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other
<PAGE>
                                                                              12


person (the "PRIMARY OBLIGOR") in any manner, whether directly or indirectly,
and including any obligation of such person, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or to purchase (or to advance or supply funds for the purchase of)
any security for the payment of such Indebtedness, (b) to purchase or lease
property, securities or services for the purpose of assuring the owner of such
Indebtedness of the payment of such Indebtedness or (c) to maintain working
capital, equity capital or any other financial statement condition or liquidity
of the primary obligor so as to enable the primary obligor to pay such
Indebtedness; PROVIDED, HOWEVER, that the term "Guarantee" shall not include
endorsements for collection or deposit in the ordinary course of business.

      "GUARANTEE REQUIREMENT" means that (a) the Subsidiary Guarantee Agreement
(or a supplement referred to in Section 20 thereof) shall have been executed by
each Domestic Subsidiary existing from time to time, shall have been delivered
to the Collateral Agent and shall be in full force and effect and (b) the
Indemnity, Subrogation and Contribution Agreement (or a supplement referred to
in Section 12 thereof) shall have been executed by the Borrower and each other
Obligor, shall have been delivered to the Collateral Agent and shall be in full
force and effect.

      "HAZARDOUS MATERIALS" means all explosive or radioactive substances or
wastes, hazardous or toxic substances or wastes, pollutants, solid, liquid or
gaseous wastes, including petroleum or petroleum distillates, asbestos or
asbestos containing materials, polychlorinated biphenyls ("PCBs") or
PCB-containing materials or equipment, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

      "HEDGING OBLIGATIONS" means, with respect to any person, all obligations
of such person in respect of Interest Rate Agreements, foreign currency exchange
agreements or other interest or exchange rate hedging arrangements.

      "HOLDER" means the person in whose name a Note is registered in the
Register.

      "INDEBTEDNESS" of any person means, without duplication, (a) all
obligations of such person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such person
upon which interest charges are customarily paid, (d) all obligations of such
person under conditional sale or other title retention agreements relating to
property or assets purchased by such person, (e) all obligations of such person
issued or assumed as the deferred purchase price of property or services
(excluding trade accounts payable and accrued obligations incurred in the
ordinary course of business), (f) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
person, whether or not the obligations secured thereby have been assumed (the
amount of any such Indebtedness being deemed to equal the Fair Market Value of
such Property), (g) all Guarantees by such person of Indebtedness of others (the
amount of any such Indebtedness being deemed to equal the maximum amount for
which such person could be liable), (h) all Capital Lease Obligations of such
person, (i) all net Hedging Obligations of such person and (j) all obligations
of such person as an account party in respect of letters of credit and banker's
acceptances (other than trade letters of credit). The Indebtedness of any person
shall include the Indebtedness of any partnership in which such person is a
general partner.


<PAGE>
                                                                              13


      "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

      "INDEMNITEE" is defined in Section 9.05(b).

      "INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT" means the Indemnity,
Subrogation and Contribution Agreement, substantially in the form of Exhibit J,
among the Borrower, the Subsidiary Guarantors and the Collateral Agent.

      "INTEREST PAYMENT DATE" means (a) with respect to any Loan (other than a
Swingline Loan), the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an
Interest Period of more than three months duration, each day that would have
been an Interest Payment Date had successive Interest Periods of three months
duration been applicable to such Borrowing, and, in addition, the date of any
prepayment of such Borrowing or continuation or conversion of such Borrowing as
or to a Borrowing of a different Type and (b) with respect to any Swingline
Loan, the day that such Loan is required to be repaid.

      "INTEREST PERIOD" means

            (a) as to any Eurodollar Borrowing, the period commencing on the
      date of such Borrowing and ending on the numerically corresponding day
      (or, if there is no numerically corresponding day, on the last day) in the
      calendar month that is 1, 2, 3 or 6 months thereafter, as the Borrower may
      elect; and,

            (b) as to any ABR Borrowing (other than a Swingline Loan), the
      period commencing on the date of such Borrowing and ending on the earliest
      of (i) the next succeeding March 31, June 30, September 30 or December 31,
      (ii) the Revolving Credit Maturity Date or the Term Loan Maturity Date, as
      applicable, and (iii) the date such Borrowing is converted to a Borrowing
      of a different Type in accordance with Section 2.10 or repaid or prepaid
      in accordance with Section 2.11, 2.12 or 2.13;

PROVIDED, HOWEVER, that if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurodollar Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day.

      "INTEREST RATE AGREEMENT" means, for any person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement designed to protect against fluctuations in interest rates.

      "INVESTMENT" by any person means any direct or indirect loan (other than
advances to customers in the ordinary course of business that are recorded as
accounts receivable on the balance sheet of such person), advance or other
extension of credit or capital contribution (by means of transfers of cash or
other property or assets to others or payments for property or assets or
services for the account or use of others, or otherwise) to, or incurrence of a
Guarantee of any obligation of, or purchase or acquisition of Equity Interests,
Rights, bonds, notes, debentures or other securities or evidences of
Indebtedness issued by, any other person. In determining the amount of any
Investment made by transfer of any property or assets other than cash, such
property or assets shall be valued at the Fair Market Value thereof.
<PAGE>
                                                                              14


      "ISSUANCE REQUEST" means a letter of credit issuance request delivered by
the Borrower to the Administrative Agent in the form of Exhibit E or such other
form as shall be approved by the Administrative Agent and the Issuing Bank.

      "ISSUING BANK" is defined in the preamble and Section 2.22(i).

      "ISSUING BANK FEES" is defined in Section 2.05(d).

      "L/C COMMITMENT" means the commitment of the Issuing Bank to issue Letters
of Credit pursuant to Section 2.22.

      "L/C DISBURSEMENT" means a payment or disbursement made by the Issuing
Bank pursuant to a Letter of Credit.

      "L/C EXPOSURE" means at any time the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit, PLUS (b) the aggregate principal
amount of all L/C Disbursements. The L/C Exposure of any Revolving Credit Lender
at any time means its Revolving Percentage of the aggregate L/C Exposure at such
time.

      "L/C PARTICIPATION FEES" is defined in Section 2.05(d).

      "LENDERS" means (a) the financial institutions listed on Annex 1 (other
than any such financial institution that has ceased to be a party hereto
pursuant to an Assignment and Acceptance) and (b) any financial institution that
has become a party hereto pursuant to an Assignment and Acceptance. Unless the
context otherwise requires, the term "Lenders" includes the Swingline Lender.

      "LETTER OF CREDIT" means any letter of credit issued pursuant to Section
2.22.

      "LIBO RATE" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Dow Jones Service (or
any successor or substitute page of such service, or any successor or substitute
for such service, providing rate quotations comparable to those currently
provided on such page of such service, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market) at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period, as the rate for dollar deposits with a maturity comparable to
such Interest Period. In the event that such rate is not available at such time
for any reason, then the "LIBO RATE" with respect to such Eurodollar Borrowing
for such Interest Period shall be the rate at which dollar deposits
approximately equal in principal amount to the Administrative Agent's portion of
such Eurodollar Borrowing and for a maturity comparable to such Interest Period
are offered to the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

      "LIEN" means, with respect to any asset, (a) any mortgage, deed of trust,
lien, pledge, encumbrance, charge or security interest in or on such asset, (b)
the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement (or any financing lease having
substantially the same economic effect as any of the foregoing) relating to such
asset and (c) in the case of securities, any purchase option, call or similar
right of a third
<PAGE>
                                                                              15


party with respect to such securities.

      "LOANS" means the Revolving Loans, the Term Loans and the Swingline
Loans.

      "MARGIN STOCK" is defined in Regulation U.

      "MATERIAL ADVERSE EFFECT" means (a) a material adverse change in the
business, assets, operations, properties, condition (financial or otherwise),
contingent liabilities, prospects or material agreements of the Borrower and the
Subsidiaries, taken as a whole, since December 31, 2000, (b) material impairment
of the ability of the Borrower to perform any of its obligations under any
Credit Document to which it is or will be a party, or (c) material impairment of
the rights of or benefits available to the Lenders under any Credit Document.

      "MATERIAL INDEBTEDNESS" means Indebtedness (other than the Loans and
Letters of Credit), or Hedging Obligations, of any one or more of the Borrower
and its Subsidiaries in an aggregate principal amount for all such Indebtedness
and obligations of $2,000,000 or more. For purposes of determining Material
Indebtedness, the "principal amount" of any Hedging Obligation of the Borrower
or any Subsidiary at any time shall be the maximum aggregate amount (giving
effect to any netting agreements) that the Borrower or such Subsidiary would be
required to pay if such Hedging Obligation were terminated at such time.

      "MERGER" means the merger of CCTC with and into TravCorps, in which
substantially all shares of capital stock of TravCorps will be converted into
the right to receive 1,520,000 shares of common stock of the Borrower, and
TravCorps will become a direct wholly owned subsidiary of the Borrower.

      "MERGER AGREEMENT" means the Agreement and Plan of Merger dated as of
October 29, 1999, by and among the Borrower, CCTC and certain stockholders of
the Borrower, and TravCorps and the stockholders of TravCorps.

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

      "MORTGAGED PROPERTIES" means the real properties of the Borrower and the
Domestic Subsidiaries (other than leasehold and subleasehold interests in real
properties) hereafter acquired by any of the Borrower and the Domestic
Subsidiaries.

      "MORTGAGES" means mortgages, deeds of trust, leasehold mortgages,
assignments of leases and rents, modifications and other security documents
reasonably satisfactory to the Collateral Agent, delivered pursuant to Section
5.10.

      "MSDW FUNDS" means Morgan Stanley Dean Witter Capital Partners IV,
L.P., MSDW IV 892 Investors, L.P., Morgan Stanley Dean Witter Capital
Investors IV, L.P., Morgan Stanley Venture Partners III, L.P., Morgan
Stanley Venture Investors III, L.P., and The Morgan Stanley Venture
Partners Entrepreneur Fund, L.P.

      "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

      "NET CASH PROCEEDS" means (a) with respect to any Asset Disposition, the
cash proceeds thereof, including any cash received in respect of any non-cash
proceeds, but only as and when
<PAGE>
                                                                              16


received, and any insurance or condemnation proceeds, net of (i) costs of sale
(including payment of the outstanding principal amount of, premium or penalty,
if any, interest and other amounts on any Indebtedness (other than Loans)
required to be repaid under the terms thereof as a result of such Asset
Disposition), (ii) taxes attributable to such Asset Disposition in respect of
the year in which such Asset Disposition occurs as a direct result thereof and
(iii) amounts provided as a reserve, in accordance with GAAP, against any
liabilities under any indemnification obligations associated with such Asset
Disposition (PROVIDED that, to the extent and at the time any such amounts are
released from such reserve, such amounts shall constitute Net Cash Proceeds),
and (b) with respect to any Equity Issuance or any issuance or other disposition
of Indebtedness for borrowed money, the cash proceeds thereof net of
underwriting commissions or placement fees and expenses directly incurred in
connection therewith. For purposes of the foregoing, the Net Cash Proceeds of
any disposition of assets through the formation of a joint venture or similar
arrangement will be deemed to include all amounts received by the Borrower and
the Subsidiaries from such joint venture or other arrangement or the sponsors
thereof (other than the Borrower or any Subsidiary), whether characterized as
purchase price, license fees or otherwise, other than amounts representing the
Borrower's or the Subsidiaries' share of net income of such joint venture or
other arrangement.

      "NET WORKING CAPITAL" means, at any date, (a) the consolidated current
assets of the Borrower and the Subsidiaries as of such date (excluding cash and
Permitted Investments) MINUS (b) the consolidated current liabilities of the
Borrower and the Subsidiaries as of such date (excluding current liabilities in
respect of Indebtedness). Net Working Capital at any date shall be a positive
number. Net Working Capital increases when it becomes more positive and
decreases when it becomes less positive.

      "NOTES" means any promissory notes delivered pursuant to Section 2.04(e).

      "OBLIGATION CURRENCY" is defined in Section 9.16.

      "OBLIGATIONS" means (a) the due and punctual payment by the Borrower or
the applicable Obligors of (i) the principal of and premium, if any, and
interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Loans, when and as due, whether
at maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (ii) each payment required to be made by the Borrower under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon and
obligations to provide cash collateral, and (iii) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Obligors to the Administrative Agent, the
Collateral Agent, the Lenders, the Issuing Bank or any other person under the
Credit Agreement and the other Credit Documents, (b) the due and punctual
payment and performance of all covenants, agreements, obligations and
liabilities of the Obligors, monetary or otherwise, under or pursuant to the
Credit Documents and (c) the due and punctual payment and performance of all
Hedging Obligations of the Borrower or any Subsidiary, monetary or otherwise,
under each hedging agreement entered into to limit interest rate risk with a
counterparty that was a Lender at the time such hedging agreement was entered
into.

      "OBLIGEES" means each Lender, the Issuing Bank, the Arranger, the
Administrative Agent,
<PAGE>
                                                                              17


the Collateral Agent, the Syndication Agent, the Documentation Agent, each other
"Secured Party" as defined in any Collateral Document, each counterparty to an
Interest Rate Agreement entered into with the Borrower if such counterparty was
a Lender at the time the Interest Rate Agreement was entered into, the
beneficiaries of each indemnification obligation undertaken by the Borrower
under any Credit Document, and the successors and permitted assigns of each of
the foregoing.

      "OBLIGORS" means the Borrower and each Subsidiary that is, or is required
by this Agreement to be, a party to the Subsidiary Guarantee Agreement or any
Collateral Document.

      "OFFICER" of any person means the Chief Executive Officer, the Chief
Operating Officer or the Chief Financial Officer responsible for the
administration of the obligations of such person in respect of this Agreement.

      "ORIGINAL CLOSING DATE" means July 29, 1999.

      "OTHER TAXES" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement.

      "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA.

      "PERFECTION CERTIFICATE" means the Perfection Certificate substantially in
the form of Annex 2 to the Security Agreement.

      "PERMITTED ACQUISITION" means an Asset Acquisition or a Stock Acquisition
which in either case satisfies each of the following conditions:

            (a) the Administrative Agent shall receive at least 30 days' prior
      written notice of such proposed Permitted Acquisition, which notice shall
      include a detailed description of such proposed Permitted Acquisition
      including, without limitation, financial statements of the Target and a
      description of the business rationale of such acquisition;

            (b) with respect to any single acquisition or series of related
      acquisitions, at least 75% of the revenues of the entity to be acquired
      for the four fiscal quarters of such entity most recently ended shall be
      attributable to operations located in the United States;

            (c) in the case of an Asset Acquisition, such assets shall comprise
      a business, or assets of a business, of a type which is the same line of
      business as the Borrower, or which is a related or complementary business
      to that of the Borrower; and in the case of a Stock Acquisition, the
      business of the Target shall be of a type which is the same line of
      business as that of the Borrower, or which is a related or complementary
      business to that of the Borrower; PROVIDED, HOWEVER, that no such
      acquisition would require the Administrative Agent or any Lender to obtain
      regulatory or third party approvals in connection with the exercise of its
      rights and remedies under this Agreement or any other Credit Documents
      other than approvals required for the exercise of such rights and remedies
      with respect to the Borrower prior to such Permitted Acquisition;


<PAGE>
                                                                              18


            (d) in the case of a Stock Acquisition, after giving effect thereto,
      the Target will either be merged with and into the Borrower, or shall be a
      wholly owned Subsidiary of the Borrower; PROVIDED, HOWEVER, that
      management and pre-acquisition holders of the Equity Interests of the
      Target may own up to 10% in the aggregate of the Equity Interests of such
      Subsidiary following such Permitted Acquisition so long as no more than
      two Subsidiaries that are less than wholly owned Subsidiaries are created
      or acquired during the term of this Agreement;

            (e) in the case of a Stock Acquisition, such Permitted Acquisition
      shall be consensual and shall have been approved by the Target's board of
      directors;

            (f) no additional Indebtedness, Guarantees, or other liabilities
      shall be incurred, assumed or otherwise be reflected on a consolidated
      balance sheet of the Borrower after giving effect to such Permitted
      Acquisition, except (i) Indebtedness permitted under Section 6.01 and
      operating leases, (ii) ordinary course trade payables and accrued expenses
      of the Target, and (iii) Indebtedness incurred in contemplation of such
      acquisition for the purpose of financing such acquisition consisting of
      Revolving Loans;

            (g) the sum of all amounts paid or payable in connection with any
      single Permitted Acquisition (including all transaction costs and all
      Indebtedness and Guarantees and other contingent obligations incurred or
      assumed in connection therewith (whether or not reflected on a
      consolidated balance sheet of the Borrower) after giving effect to the
      Permitted Acquisition) shall not exceed $10,000,000;

            (h) the business and assets acquired in such Permitted Acquisition
      shall be free and clear of all Liens (other than Liens permitted under
      Section 6.02);

            (i) concurrently with delivery of the notice referred to in clause
      (a), the Borrower shall have delivered to the Administrative Agent a pro
      forma consolidated balance sheet and statement of income of the Borrower
      and its Subsidiaries (the "ACQUISITION PRO FORMA FINANCIAL STATEMENTS"),
      based on financial data for the period of four fiscal quarters most
      recently ended and giving pro forma effect to (i) such Permitted
      Acquisition, (ii) any related incurrences of Indebtedness and (iii) any
      operating expense reductions permitted by Regulation S-X under the
      Exchange Act, in each case as if they had occurred at the beginning of
      such period, and such Acquisition Pro Forma Financial Statements shall
      reflect that, on a pro forma basis, no Event of Default shall have
      occurred and be continuing or would result after giving effect to such
      Permitted Acquisition;

            (j) the Borrower shall have delivered a certificate of the Chief
      Financial Officer of the Borrower to the effect that: (i) the Borrower
      will be solvent upon the consummation of the Permitted Acquisition and
      (ii) the Acquisition Pro Forma Financial Statements fairly present in all
      material respects the financial condition of the Borrower and the
      Subsidiaries (on a consolidated basis) as of the date thereof after giving
      effect to the Permitted Acquisition;

            (k) except where substantially all of the consideration for such
      acquisition consists of common stock of the Borrower, on or prior to the
      date of such Permitted Acquisition, the Administrative Agent shall have
      received, in form and substance satisfactory to the Administrative Agent,
      all opinions, certificates, lien search results and
<PAGE>
                                                                              19


      other documents reasonably requested by the Administrative Agent;

            (l) the Administrative Agent and the Lenders shall have received
      Phase I environmental reports (reasonably satisfactory in scope and
      substance to the Administrative Agent) with respect to any owned property
      to be acquired;

            (m) if applicable, the Collateral Agent shall have received the
      documents specified in clause (c) of the definition of "Collateral
      Requirement"; and

            (n) at the time of such Permitted Acquisition and after giving
      effect thereto, no Default or Event of Default shall have occurred and be
      continuing.

      Notwithstanding the immediately preceding clauses (a)-(m), an Asset
Acquisition or a Stock Acquisition will be deemed a Permitted Acquisition if
approved in writing by the Required Lenders.

      "PERMITTED HOLDER" means (a) Charterhouse or any entity controlled by the
principals of Charterhouse Group International, Inc. and (b) MSDW Funds or any
entity controlled by the principals of the private equity group of Morgan
Stanley Dean Witter & Co.

      "PERMITTED INVESTMENTS" means:

            (a) direct obligations of, or obligations the principal of and
      interest on which are unconditionally guaranteed by, the United States of
      America (or by any agency thereof to the extent such obligations are
      backed by the full faith and credit of the United States of America), in
      each case maturing within one year from the date of acquisition thereof;

            (b) investments in commercial paper maturing within 180 days from
      the date of acquisition thereof and having, at such date of acquisition,
      the highest credit rating obtainable from S&P or Moody's;

            (c) investments in certificates of deposit, banker's acceptances and
      time deposits maturing within 180 days of the date of acquisition thereof
      issued or guaranteed by or placed with, and money market deposit accounts
      issued or offered by, any domestic office of any Lender or any commercial
      bank organized under the laws of the United States of America or any State
      thereof that has a combined capital and surplus and undivided profits of
      not less than $500,000,000;

            (d)  other investment instruments approved in writing by the
      Required Lenders.

      "PERSON" means any natural person, corporation, business trust, joint
venture, association, company, partnership or government, or any agency or
political subdivision thereof.

      "PLAN" means any employee pension benefit plan (other than a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code
or Section 307 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

      "PLEDGE AGREEMENT" means the Pledge Agreement substantially in the form of
Exhibit I
<PAGE>
                                                                              20


between the Borrower, the Subsidiaries party thereto and the Collateral Agent
for the benefit of the Obligees.

      "PREFERRED STOCK" means any Equity Interest of a person, however
designated, which entitles the holder thereof to a preference with respect to
the payment of dividends, or as to the distribution of assets upon any voluntary
or involuntary liquidation or dissolution of such person, over shares of any
other class of Equity Interests issued by such person.

      "PRICING ADJUSTMENT CERTIFICATE" means a pricing adjustment certificate
delivered by the Borrower to the Administrative Agent in the form of Exhibit D
or such other form as shall be approved by the Administrative Agent setting
forth the Pricing Margin.

      "PRICING MARGIN" means, for any day, with respect to any Eurodollar Loan
or ABR Loan, as the case may be, the applicable percentage set forth below under
the caption "Eurodollar Spread" or "ABR Spread", as the case may be, based upon
the Senior Debt/Adjusted EBITDA Ratio as of the fiscal quarter end immediately
preceding the most recent Determination Date:

<TABLE>
<CAPTION>


                                                   Eurodollar       ABR
SENIOR DEBT/ADJUSTED EBITDA RATIO                    SPREAD       SPREAD
---------------------------------                    -------      ------
<S>                                                 <C>          <C>
CATEGORY 1
Greater than or equal to 3.0 to 1.0                   3.00%        2.00%

CATEGORY 2
Less than 3.0 to 1.0 but greater than or equal        2.75%        1.75%
to 2.5 to 1.0

CATEGORY 3
Less than 2.5 to 1.0 but greater than or equal       2.375%       1.375%
to 2.0 to 1.0

CATEGORY 4
Less than 2.0 to 1.0 but greater than or equal        2.00%        1.00%
to 1.5 to 1.0

CATEGORY 5
Less than 1.5 to 1.0                                 1.625%       0.625%
</TABLE>

; PROVIDED that (a) until the Determination Date next following September 30,
2001, and (b) at any time when the Borrower has failed to deliver any financial
statements and certificates required to have been delivered under Section
5.04(a) or (b), the Pricing Margin shall be determined by reference to Category
1.

      Each change in the Pricing Margin resulting from a change in the Senior
Debt/Adjusted EBITDA Ratio shall be effective with respect to all Letters of
Credit, Loans and Commitments outstanding on and after the date of delivery to
the Administrative Agent of the financial statements and certificates required
by Section 5.04(a) or (b) indicating such change until the date immediately
preceding the next date of delivery of such financial statements and
certificates indicating another such change. Notwithstanding the foregoing, (a)
at any time during which the Borrower has failed to deliver the financial
statements and certificates required by Section 5.04(a) or (b), or (b) at any
time after the occurrence and during the continuance of an Event of Default, the
Senior Debt/Adjusted EBITDA Ratio shall be deemed to be in Category 1 for
purposes of determining the Pricing Margin.
<PAGE>
                                                                              21


      "PRIME RATE" means the rate of interest per annum publicly announced from
time to time by the Administrative Agent as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective on the date such change is publicly announced as being effective.

      "REDEEMABLE STOCK" means, with respect to any person, any Equity Interest
that by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable, in either case at the option of the holder
thereof,) or otherwise (a) matures or is mandatorily redeemable pursuant to a
sinking fund obligation or otherwise, (b) is or may become redeemable or
repurchaseable at the option of the holder thereof, in whole or in part, or (c)
is convertible or exchangeable, in either case at the option of the holder
thereof, for Debt or Disqualified Stock.

      "REGISTER" is defined in Section 9.04(d).

      "REGULATION U" means Regulation U of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

      "REGULATION X" means Regulation X of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

      "RELEASE" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposing,
depositing, dispersing, emanating or migrating of any Hazardous Material in,
into, onto or through the environment.

      "REMEDIAL ACTION" means (a) "remedial action" as such term is defined in
CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions required by any
Governmental Authority or voluntarily undertaken to: (i) cleanup, remove, treat,
abate or in any other way address any Hazardous Material in the environment;
(ii) prevent the Release or threat of Release, or minimize the further Release
of any Hazardous Material so it does not migrate or endanger or threaten to
endanger public health, welfare or the environment; or (iii) perform studies and
investigations in connection with, or as a precondition to, clause (i) or (ii).

      "REQUIRED LENDERS" means, at any time, Lenders having unused Revolving
Credit Commitments, Revolving Credit Exposures, unused Term Commitments and Term
Loans representing at least a majority of the sum of all unused Revolving Credit
Commitments, Revolving Credit Exposures, unused Term Commitments and Term Loans
at such time.

      "REVOLVING CREDIT BORROWING" means a Borrowing comprised of Revolving
Loans.

      "REVOLVING CREDIT COMMITMENT" means, with respect to each Lender, the
commitment of such Lender to make Revolving Loans and to acquire participations
in Letters of Credit and Swingline Loans hereunder as set forth in Annex 1 or in
the Assignment and Acceptance pursuant to which such Lender assumed its
Revolving Credit Commitment, as applicable, as the same may be (a) reduced from
time to time pursuant to Section 2.09 or pursuant to Section 2.21 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04.

      "REVOLVING CREDIT EXPOSURE" means, with respect to any Lender at any time,
the aggregate principal amount at such time of all outstanding Revolving Loans
of such Lender, PLUS the aggregate amount at such time of such Lender's L/C
Exposure and Swingline Exposure.
<PAGE>
                                                                              22


      "REVOLVING CREDIT LENDER" means a Lender with a Revolving Credit
Commitment.

      "REVOLVING CREDIT MATURITY DATE" means July 29, 2005.

      "REVOLVING LOANS" means the revolving loans made by the Lenders to the
Borrower pursuant to clause (b) of Section 2.01. Each Revolving Loan shall be a
Eurodollar Loan or an ABR Loan.

      "REVOLVING PERCENTAGE" of any Revolving Credit Lender at any time means
the percentage of the Total Revolving Credit Commitment represented by such
Lender's Revolving Credit Commitment. In the event the Revolving Credit
Commitments shall have been terminated, the Revolving Percentages of the
Revolving Credit Lenders shall be determined by reference to the Revolving
Credit Commitments most recently in effect (giving effect to any assignments
pursuant to Section 9.04).

      "RIGHTS" shall mean, with respect to any person, warrants, options or
other rights to acquire Equity Interests in such person.

      "S&P" means Standard & Poor's Ratings Service, a division of McGraw-Hill,
Inc.

      "SECOND RESTATEMENT CLOSING DATE" means the date on which the conditions
specified in Section 4.02 are satisfied (or waived in accordance with Section
9.08).

      "SECOND RESTATEMENT CLOSING DATE TRANSACTIONS" shall mean the borrowings
hereunder on the Second Restatement Closing Date, the creation of the Liens
provided for in the Collateral Documents, the Clinforce Acquisition and the
payment of the Transaction Costs.

      "SECURITIES ACT" means the Securities Act of 1933, as amended and in
effect from time to time.

      "SECURITY AGREEMENT" means the Security Agreement substantially in the
form of Exhibit H between the Borrower, the Subsidiaries party thereto and the
Collateral Agent for the benefit of the Obligees.

      "SENIOR DEBT" means any Debt of the Borrower and the consolidated
Subsidiaries other than the Subordinated Debt and any other Debt that is
expressly subordinated in right of payment to the Obligations on terms approved
in writing by the Agent.

      "SENIOR DEBT/ADJUSTED EBITDA RATIO" is defined in Section 6.14.

      "STATUTORY RESERVES" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board and any other banking authority, domestic or foreign,
to which the Administrative Agent or any Lender (including any branch,
Affiliate, or other fronting office making or holding a Loan) is subject for
Eurodollar Liabilities (as defined in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute Eurodollar Liabilities and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under
<PAGE>
                                                                              23


such Regulation D. Statutory Reserves shall be adjusted automatically on
and as of the effective date of any change in any reserve percentage.

      "STOCK ACQUISITION" means an acquisition of Equity Interests of any
person.

      "STOCK PURCHASE AGREEMENT" means the stock purchase agreement dated as of
December 15, 2000 between the Borrower and Edgewater Technology, Inc., a
Delaware corporation, pursuant to which the Borrower will acquire the stock of
Clinforce.

      "SUBORDINATED DEBT" means $30,000,000 aggregate principal amount of
Subordinated Notes issued pursuant to the Subordinated Debt Agreement and any
additional Subordinated Notes issued in payment of accrued interest in respect
of the Subordinated Notes in accordance with the terms of the Subordinated Debt
Agreement and the Subordinated Notes as in effect on the Original Closing Date.

      "SUBORDINATED DEBT AGREEMENT" means the Purchase Agreement dated as of
July 29, 1999, between the Borrower and the purchasers named therein, as in
effect on December 16, 1999.

      "SUBORDINATED NOTES" means the 12% Senior Subordinated Pay-in-kind Notes
due 2006 of the Borrower.

      "SUBSIDIARY" means, with respect to any person (herein referred to as the
"PARENT"), any corporation, partnership, association or other business entity
(a) of which securities or other ownership interests representing more than 50%
of the equity or more than 50% of the ordinary voting power or more than 50% of
the general partnership interests are, at the time any determination is being
made, owned, controlled or held, or (b) that is, at the time any determination
is made, otherwise Controlled, by the parent or one or more subsidiaries of the
parent or by the parent and one or more subsidiaries of the parent.

      "SUBSIDIARY" means any subsidiary of the Borrower other than the Excluded
Subsidiary.

      "SUBSIDIARY GUARANTEE AGREEMENT" means the Subsidiary Guarantee Agreement,
substantially in the form of Exhibit G, made by the Subsidiary Guarantors in
favor of the Collateral Agent for the benefit of the Obligees.

      "SUBSIDIARY GUARANTOR" means each Subsidiary that becomes a party to the
Subsidiary Guarantee Agreement.

      "SUPPLEMENTAL INFORMATION MEMORANDUM" means the Supplemental Information
Memorandum of the Borrower dated March 2001.

      "SWINGLINE EXPOSURE" means, at any time, the aggregate principal amount of
all Swingline Loans outstanding at such time. The Swingline Exposure of any
Lender at any time shall be its Revolving Percentage of the total Swingline
Exposure at such time.

      "SWINGLINE LENDER" is defined in the preamble and Section 2.23(d).

      "SWINGLINE LOAN" means a Loan made pursuant to Section 2.23.
<PAGE>
                                                                              24


      "SYNDICATION AGENT" is defined in the preamble.

      "TARGET" means a person whose Equity Interests are the subject of a
proposed Permitted Acquisition.

      "TAXES" shall mean any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

      "TRANCHE A-1 LENDER" means a Lender with a Tranche A-1 Commitment or an
outstanding Tranche A-1 Term Loan.

      "TRANCHE A-2 LENDER" means a Lender with a Tranche A-2 Commitment or an
outstanding Tranche A-2 Term Loan.

      "TRANCHE A-1 TERM BORROWING" means a Borrowing comprised of Tranche A-1
Term Loans.

      "TRANCHE A-2 TERM BORROWING" means a Borrowing comprised of Tranche A-2
Term Loans.

      "TRANCHE A-1 TERM COMMITMENT" means, with respect to each Lender, the
commitment of such Lender to make Tranche A-1 Term Loans hereunder as set forth
on Annex 1, or in the Assignment and Acceptance pursuant to which such Lender
assumed its Tranche A-1 Term Commitment, as applicable, as the same may be (a)
reduced from time to time pursuant to Section 2.09 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to
Section 9.04.

      "TRANCHE A-2 TERM COMMITMENT" means, with respect to each Lender, the
commitment of such Lender to make Tranche A-2 Term Loans hereunder as set forth
on Annex 1, or in the Assignment and Acceptance pursuant to which such Lender
assumed its Tranche A-2 Term Commitment, as applicable, as the same may be (a)
reduced from time to time pursuant to Section 2.09 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to
Section 9.04.

      "TRANCHE A-1 TERM LOANS" means the term loans made by the Lenders to the
Borrower pursuant to the Existing Credit Agreement. Each Tranche A-1 Term Loan
shall be a Eurodollar Loan or an ABR Loan.

      "TRANCHE A-2 TERM LOANS" means the term loans made by the Lenders to the
Borrower pursuant to clause (b) of Section 2.01 of this Agreement. Each Tranche
A-2 Term Loan shall be a Eurodollar Loan or an ABR Loan.

      "TERM LOANS" means Tranche A-1 Term Loans and Tranche A-2 Term Loans.

      "TERM LOAN MATURITY DATE" means July 29, 2005.

      "TRANCHE A-1 TERM LOAN REPAYMENT DATES" is defined in Section 2.11(a).

      "TRANCHE A-2 TERM LOAN REPAYMENT DATES" is defined in Section 2.11(a).
<PAGE>
                                                                              25


      "TOTAL REVOLVING CREDIT COMMITMENT" means, at any time, the aggregate
amount of the Revolving Credit Commitments, as in effect at such time.

      "TRANSACTIONS" means the execution, delivery and performance by each
Credit Party of each of the Credit Documents, the Second Restatement Closing
Date Transactions and the Borrowings and issuances of Letters of Credit
hereunder after the Second Restatement Closing Date.

      "TRANSACTION COSTS" means fees and expenses associated with the Second
Restatement Closing Date Transactions.

      "TRANSACTION DOCUMENTS" means the Stock Purchase Agreement (including the
exhibits and schedules thereto), and any other agreement, instrument or other
document to be entered into or delivered by, between or among the Borrower,
Edgewater Technologies, Inc. and any of their respective Affiliates in
connection with the Clinforce Acquisition and the other Transactions, as each
such agreement, instrument or document may be amended, modified or supplemented
from time to time in accordance with the terms thereof and hereof.

      "TRAVCORPS" means TravCorps Corporation, a Delaware corporation.

      "TRAVCORPS OPTION CANCELLATION EXPENSE" means the amount payable by
TravCorps to its option holders and the related amount payable by the Borrower
to certain persons pursuant to Section 5.13 of the Merger Agreement.

      "TREASURY RATE" means (i) the rate borne by direct obligations of the
United States maturing on the tenth anniversary of the Original Closing Date and
(ii) if there are not such obligations, the rate determined by linear
interpolation between the rates borne by two direct obligations of the United
States maturing closest to, but straddling, the tenth anniversary of the
Original Closing Date, in each case as published by the Board.

      "TYPE", when used in respect of any Loan or Borrowing, refers to the Rate
by reference to which interest on such Loan or on the Loans comprising such
Borrowing is determined. For purposes hereof, the term "RATE" shall include the
Adjusted LIBO Rate and the Alternate Base Rate.

      "VOTING STOCK" of a corporation means all classes of Equity Interests of
such corporation then outstanding and normally entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof.

      "WHOLLY OWNED SUBSIDIARY" of any person means a subsidiary of such person
of which securities (except for directors' qualifying shares) or other ownership
interests representing 100% of the equity or 100% of the ordinary voting power
or 100% of the general partnership interests are, at the time any determination
is being made, owned, controlled or held by such person or one or more wholly
owned subsidiaries of such person or by such person and one or more wholly owned
subsidiaries of such person.

      "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan as a result
of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.

<PAGE>
                                                                              26


      SECTION I.2. TERMS GENERALLY. The definitions in Section 1.01 apply
equally to both the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". All references
herein to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed
references to Articles and Sections of, and Annexes, Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, (a) any reference in this Agreement to any Credit
Document means such document as amended, restated, supplemented or otherwise
modified from time to time and (b) all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to
time, applied on a basis consistent with the application used in the financial
statements referred to in Section 3.05(a); PROVIDED, HOWEVER, that, if the
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the Second Restatement Closing Date in GAAP or in the
application thereof on the operation of any provision hereof (or if the
Administrative Agent notifies the Borrower that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith.

      SECTION I.3. PRO FORMA COMPUTATIONS. All computations required to be made
hereunder to demonstrate pro forma compliance with any covenant after giving
effect to any acquisition, investment, sale, disposition or similar event shall
reflect on a pro forma basis such event and, to the extent applicable, the
historical earnings and cash flows associated with the assets acquired or
disposed of and any related incurrence or reduction of Indebtedness, but shall
not take into account any projected synergies or similar benefits expected to be
realized as a result of such event, except for operating expense reductions
permitted by Regulation S-X under the Exchange Act.


                                   ARTICLE II

                                   THE CREDITS

      SECTION 2.01.  COMMITMENTS.  Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each
Lender agrees, severally and not jointly,

            (a) to make Tranche A-2 Term Loans to the Borrower, in dollars, on
      the Second Restatement Closing Date, in an aggregate principal amount not
      to exceed its Tranche A-2 Term Commitment, and

            (b) to make Revolving Loans to the Borrower, in dollars, at any time
      and from time to time on or after the Original Closing Date, and until the
      earlier of the Revolving Credit Maturity Date and the termination of the
      Revolving Credit Commitment of such Lender in accordance with the terms
      hereof, in an aggregate principal amount at any time outstanding that will
      not result in such Lender's Revolving Credit Exposure exceeding such
      Lender's Revolving Credit Commitment.
<PAGE>
                                                                              27


Within the limits set forth above and subject to the terms, conditions and
limitations set forth herein, the Borrower may borrow, pay or prepay and
reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may
not be reborrowed.

      SECTION 2.02. LOANS. (a) Each Loan (other than a Swingline Loan) shall be
made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their applicable Revolving Credit Commitments; PROVIDED,
HOWEVER, that the failure of any Lender to make any Loan shall not in itself
relieve any other Lender of its obligation to lend hereunder, and no Lender
shall be responsible for the failure of any other Lender to make any Loan
required to be made by such other Lender. Except for Loans deemed made pursuant
to Section 2.02(f) and Swingline Loans, the Loans comprising any Borrowing shall
be in an aggregate principal amount that is (i) in the case of Eurodollar Loans,
(A) an integral multiple of $1,000,000 and not less than $3,000,000 or (B) equal
to the remaining available balance of the applicable Commitments and (ii) in the
case of ABR Loans, (A) an integral multiple of $100,000 and not less than
$300,000 or (B) equal to the remaining available balance of the applicable
Commitments; PROVIDED, HOWEVER, that the Borrower may from time to time make a
Eurodollar Revolving Credit Borrowing that is an aggregate principal amount that
is an integral multiple of $100,000 and not less than $300,000 so long as no
other Eurodollar Revolving Credit Borrowing that is in an aggregate principal
amount of less than $3,000,000 is then outstanding. Each Swingline Loan shall be
in an amount that is an integral multiple of $100,000 and not less than
$300,000.

      (b) Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant
to Section 2.03; PROVIDED, HOWEVER, that each Swingline Loan shall be an ABR
Loan. Each Lender may at its option make any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan;
PROVIDED, HOWEVER, that any exercise of such option shall not affect the
obligation of the Borrower to repay such Loan in accordance with the terms of
this Agreement and the applicable Note. Borrowings of more than one Type may be
outstanding at the same time; PROVIDED, HOWEVER, that the Borrower shall not be
entitled to request any Borrowing that, if made, would result in more than eight
Eurodollar Borrowings outstanding hereunder at any time. For purposes of the
foregoing, Borrowings having different Interest Periods, regardless of whether
they commence on the same date, shall be considered separate Borrowings.

      (c) Except with respect to Loans made pursuant to Section 2.02(f) and
Swingline Loans, each Lender shall make each Loan to be made by it hereunder on
the proposed date thereof by wire transfer of immediately available funds to
such account in New York City as the Administrative Agent may designate not
later than 11:00 a.m., New York City time, and the Administrative Agent shall by
12:00 (noon), New York City time, credit the amounts so received to an account
in the name of the Borrower, maintained with the Administrative Agent and
designated by the Borrower in the applicable Borrowing Request or, if a
Borrowing shall not occur on such date because any condition precedent herein
specified shall not have been met, return the amounts so received to the
respective Lenders.

      (d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with clause (c) and the Administrative Agent may, in reliance upon
such assumption, make available to the Borrower on such date a corresponding
amount. If the
<PAGE>
                                                                              28


Administrative Agent shall have so made funds available then, to the extent that
such Lender shall not have made such portion available to the Administrative
Agent, such Lender and the Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the Borrower until the date such amount is repaid to the Administrative Agent at
(i) in the case of the Borrower, the interest rate applicable at the time to the
Loans comprising such Borrowing and (ii) in the case of such Lender, a rate
determined by the Administrative Agent to represent its cost of overnight or
short-term funds (which determination shall be conclusive absent manifest
error). If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount shall constitute such Lender's Loan as part of
such Borrowing for purposes of this Agreement.

      (e) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request any Borrowing if the Interest Period requested
with respect thereto would end after the Revolving Credit Maturity Date.

      (f) If the Issuing Bank shall not have received from the Borrower the
payment required to be made by Section 2.22(e) within the time specified in such
Section, the Issuing Bank will promptly notify the Administrative Agent of the
L/C Disbursement and the Administrative Agent will promptly notify each
Revolving Credit Lender of such L/C Disbursement and its Revolving Percentage
thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately
available funds to the Administrative Agent not later than 2:00 p.m., New York
City time, on such date (or, if such Revolving Credit Lender shall have received
such notice later than 12:00 (noon), New York City time, on any day, not later
than 10:00 a.m., New York City time, on the immediately following Business Day),
an amount equal to such Lender's Revolving Percentage of such L/C Disbursement
(and such amount shall be deemed to constitute an ABR Revolving Loan of such
Lender and such payment shall be deemed to have reduced the L/C Exposure), and
the Administrative Agent will promptly pay to the Issuing Bank amounts so
received by it from the Revolving Credit Lenders. The Administrative Agent will
promptly pay to the Issuing Bank any amounts received by it from the Borrower
pursuant to Section 2.22(e) prior to the time that any Revolving Credit Lender
makes any payment pursuant to this clause; any such amounts received by the
Administrative Agent thereafter will be promptly remitted by the Administrative
Agent to the Revolving Credit Lenders that shall have made such payments and to
the Issuing Bank, as their interests may appear. If any Revolving Credit Lender
shall not have made its Revolving Percentage of such L/C Disbursement available
to the Administrative Agent as provided above, such Lender and the Borrower
severally agree to pay interest on such amount, for each day from and including
the date such amount is required to be paid in accordance with this clause to
but excluding the date such amount is paid, to the Administrative Agent for the
account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum
equal to the interest rate applicable to Revolving Loans pursuant to Section
2.06(a), and (ii) in the case of such Lender, for the first such day, the
Federal Funds Effective Rate, and for each day thereafter, the Alternate Base
Rate.

      SECTION 2.03. BORROWING PROCEDURE. In order to request a Borrowing (other
than a deemed Borrowing pursuant to Section 2.02(f) or a Swingline Loan, as to
which this Section shall not apply), the Borrower shall hand deliver or fax to
the Administrative Agent a duly completed Borrowing Request (a) in the case of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before a proposed Borrowing, and (b) in the case of an ABR
Borrowing, not later than 12:00 noon, New York City time, one Business Day
before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall
be signed
<PAGE>
                                                                              29


by or on behalf of the Borrower and shall specify the following information: (i)
whether the Borrowing then being requested is to be a Term Borrowing or a
Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar
Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a
Business Day), (iii) the number and location of the account to which funds are
to be disbursed (which shall be an account that complies with the requirements
of Section 2.02(c); (iv) the amount of such Borrowing and (v) if such Borrowing
is to be a Eurodollar Borrowing, the Interest Period with respect thereto;
PROVIDED, HOWEVER, that, notwithstanding any contrary specification in any
Borrowing Request, each requested Borrowing shall comply with the requirements
set forth in Section 2.02. If no election as to the Type of Borrowing is
specified in any such notice, then the requested Borrowing shall be an ABR
Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is
specified in any such notice, then the Borrower shall be deemed to have selected
an Interest Period of one month's duration, in the case of a Eurodollar
Borrowing. The Administrative Agent shall promptly advise the applicable Lenders
of any notice given pursuant to this Section, and of each Lender's portion of
the requested Borrowing.

      SECTION 2.04. EVIDENCE OF DEBT, REPAYMENT OF LOANS. (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
on the Revolving Credit Maturity Date, (ii) to the Administrative Agent for the
account of each Lender the principal amount of each Term Loan of such Lender as
provided in Section 2.11 and (iii) to the Swingline Lender the then unpaid
principal amount of each Swingline Loan on the earlier of the Revolving Credit
Maturity Date and the first date after such Swingline Loan is made that is the
15th or last day of a calendar month and is at least two Business Days after
such Swingline Loan is made; PROVIDED, HOWEVER, that on each date that a
Revolving Credit Borrowing is made, the Borrower shall repay all Swingline Loans
that were outstanding on the date such Borrowing was requested.

      (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender from time to time, including the
amounts of principal and interest payable and paid such Lender from time to time
under this Agreement.

      (c) The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder from the Borrower or any Guarantor and each Lender's share thereof.

      (d) The entries made in the accounts maintained pursuant to paragraphs (b)
and (c) above shall be prima facie evidence of the existence and amounts of the
obligations therein recorded; PROVIDED, HOWEVER, that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Loans in
accordance with their terms.

      (e) Notwithstanding any other provision of this Agreement, in the event
any Lender shall request and receive a promissory note payable to such Lender
and its registered assigns, the interests represented by such note shall at all
times (including after any assignment of all or part of such interests pursuant
to Section 10.04) be represented by one or more promissory notes payable to the
payee named therein or its registered assigns.
<PAGE>
                                                                              30


      SECTION 2.05. FEES. (a) The Borrower agrees to pay to each Lender, through
the Administrative Agent, on March 31, June 30, September 30 and December 31 in
each year and on each date on which any Revolving Credit Commitment of such
Lender shall expire or be terminated as provided herein, a commitment fee (a
"COMMITMENT FEE") equal to .50% per annum on the average daily unused amount of
the Revolving Credit Commitments of such Lender during the preceding quarter (or
other period ending with the Revolving Credit Maturity Date or the date on which
the Revolving Credit Commitments of such Lender shall expire or be terminated).
For purposes of computing Commitment Fees, a Revolving Credit Commitment of a
Lender shall be deemed to be used to the extent of the outstanding Revolving
Loans and L/C Exposure of such Lender (and the Swingline Exposure of such Lender
shall be disregarded for such purpose). All Commitment Fees shall be computed on
the basis of the actual number of days elapsed in a year of 360 days. The
Commitment Fee due to each Lender commenced accruing on the Original Closing
Date and shall cease to accrue on the date on which the Revolving Credit
Commitment of such Lender shall expire or be terminated as provided herein.

      (b) The Borrower agrees to pay to the Administrative Agent, for its own
account, the administrative fees set forth in the Fee Letter at the times and in
the amounts specified therein (the "ADMINISTRATIVE AGENT Fees").

      (c) The Borrower agrees to pay to the Administrative Agent, for payment to
the other Lenders (to the extent applicable), on the Second Restatement Closing
Date, the other fees, specified in the Fee Letter, and the Administrative Agent
shall pay to each Lender on the Second Restatement Closing Date that portion of
such fee that shall be owing to such Lender.

      (d) The Borrower agrees to pay (i) to each Revolving Credit Lender,
through the Administrative Agent, on March 31, June 30, September 30 and
December 31 of each year and on the date on which the Revolving Credit
Commitment of such Lender shall be terminated as provided herein, a fee (an "L/C
PARTICIPATION FEE") calculated on such Lender's Revolving Percentage of the
average daily aggregate L/C Exposure (excluding the portion thereof attributable
to unreimbursed L/C Disbursements) during the preceding quarter (or shorter
period ending with the Revolving Credit Maturity Date or the date on which all
Letters of Credit have been canceled or have expired and the Revolving Credit
Commitments of all Lenders shall have been terminated) at a rate per annum equal
to the Pricing Margin used to determine the interest rates applicable to
Eurodollar Loans, and (ii) to the Issuing Bank, on March 31, June 30, September
30 and December 31 of each year and on the Revolving Credit Maturity Date or the
date on which all Letters of Credit have been canceled or have expired and the
Revolving Credit Commitments of all Lenders shall have been terminated, a
fronting fee of .25% per annum on the average daily aggregate L/C Exposure
(excluding the portion thereof attributable to unreimbursed L/C Disbursements)
during the preceding quarter (or shorter period ending with the Revolving Credit
Maturity Date or the date on which all Letters of Credit have been canceled or
have expired and the Revolving Credit Commitments of all Lenders shall have been
terminated), as well as the standard issuance and drawing fees specified from
time to time by the Issuing Bank (the "ISSUING BANK FEES"). All L/C
Participation Fees and Issuing Bank Fees shall be computed on the basis of the
actual number of days elapsed in a year of 360 days.

      (e) The Borrower agrees to pay to each Lender, through the Administrative
Agent, on the Second Restatement Closing Date, an amendment fee (the "AMENDMENT
FEE") in an amount equal to 0.25% of the sum of the (a) outstanding Tranche A-1
Term Loans, (b) outstanding Revolving Loans and (c) unused Revolving Credit
Commitments of such Lender; PROVIDED that such Lender executes this Agreement on
or before the Second Restatement Closing Date.
<PAGE>
                                                                              31


      All Fees shall be paid on the dates due, in immediately available funds,
to the Administrative Agent for distribution, if and as appropriate, among the
Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing
Bank. Once paid, none of the Fees shall be refundable under any circumstances.

      SECTION 2.06. INTEREST ON LOANS. (a) Subject to the provisions of Section
2.08, the Loans comprising each ABR Borrowing (including each Swingline Loan)
shall bear interest (computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate
is determined by reference to the Prime Rate and over a year of 360 days at all
other times) at a rate per annum equal to the Alternate Base Rate plus the
Pricing Margin in effect from time to time.

      (b) Subject to the provisions of Section 2.08, the Loans comprising each
Eurodollar Borrowing shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 360 days) at a rate per annum equal to the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Pricing Margin in effect from time to time.

      (c) Interest shall accrue from and including the first day of an Interest
Period to but excluding the last day of such Interest Period, and shall be
payable on outstanding amounts from and including the date such amounts are
borrowed to but excluding the day such amounts are repaid. Interest on each Loan
shall be payable on the Interest Payment Dates applicable to such Loan except as
otherwise provided in this Agreement. The applicable Alternate Base Rate or
Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as
the case may be, shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

      SECTION 2.07. DEFAULT INTEREST. If the Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, by acceleration or otherwise, or under any other Credit Document,
the Borrower shall on demand from time to time pay interest, to the extent
permitted by law, on such defaulted amount to but excluding the date of actual
payment (after as well as before judgment) (a) in the case of overdue principal,
at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus
2.00% per annum, and (b) in all other cases, at a rate per annum (computed on
the basis of the actual number of days elapsed over a year of 365 or 366 days,
as the case may be, when determined by reference to the Prime Rate and over a
year of 360 days at all other times) equal to the rate that would be applicable
to an ABR Revolving Loan plus 2.00%.

      SECTION 2.08. ALTERNATE RATE OF INTEREST. In the event and on each
occasion that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
determined that dollar deposits in the principal amounts of the Loans comprising
such Borrowing are not generally available in the London interbank market, or
that the rates at which such dollar deposits are being offered will not
adequately reflect the cost to any Lender of making or maintaining its
Eurodollar Loan during such Interest Period, or that reasonable means do not
exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall,
as soon as practicable thereafter, give written or fax notice of such
determination to the Borrower and the Lenders. In the event of any such
determination, until the Administrative Agent shall have advised the Borrower
and the Lenders that the circumstances giving rise to such notice no longer
exist, any request by the Borrower for a Eurodollar Borrowing pursuant to
Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each
determination by the Administrative Agent hereunder shall be conclusive
<PAGE>
                                                                              32


absent manifest error.

      SECTION 2.09.  TERMINATION AND REDUCTION OF COMMITMENTS.  (a)  The
Term Commitments shall automatically terminate at 5:00 p.m., New York City
time, on the Second Restatement Closing Date.  The Revolving Credit
Commitments and the L/C Commitment shall automatically terminate at
5:00 p.m., New York City time, on the Revolving Credit Maturity Date.

      (b) The Revolving Credit Commitments shall be automatically reduced as
provided in Section 2.13.

      (c) Upon at least three Business Days prior irrevocable written or fax
notice to the Administrative Agent, the Borrower may at any time in whole
permanently terminate, or from time to time in part permanently reduce, the
Revolving Credit Commitments; PROVIDED, HOWEVER, that (i) each partial reduction
of Revolving Credit Commitments shall be in (1) an integral multiple of
$1,000,000 and in a minimum amount of $3,000,000 or (2) in the full remaining
amount of the Revolving Credit Commitments, as the case may be, and (ii) the
Total Revolving Credit Commitment shall not be reduced to an amount that is less
than the sum of the Aggregate Revolving Credit Exposure at the time.

      (d) Each reduction in the Revolving Credit Commitments hereunder shall be
made ratably among the Lenders in accordance with their respective Commitments.
The Borrower shall pay to the Administrative Agent for the account of the
applicable Lenders, on the date of each termination or reduction, the Commitment
Fees on the amount of the Revolving Credit Commitments so terminated or reduced
accrued to but excluding the date of such termination or reduction.

      SECTION 2.10. CONVERSION AND CONTINUATION OF BORROWINGS. The Borrower
shall have the right at any time by delivery of a Continuation/Conversion
Request to the Administrative Agent (a) not later than 12:00 (noon), New York
City time, one Business Day prior to conversion, to convert any Eurodollar
Borrowing into an ABR Borrowing, (b) not later than 10:00 a.m., New York City
time, three Business Days prior to conversion or continuation, to convert any
ABR Borrowing into a Eurodollar Borrowing or to continue any Eurodollar
Borrowing as a Eurodollar Borrowing for an additional Interest Period, and (c)
not later than 10:00 a.m., New York City time, three Business Days prior to
conversion, to convert the Interest Period with respect to any Eurodollar
Borrowing to another permissible Interest Period, subject in each case to the
following:

            (i) each conversion or continuation shall be made pro rata among the
      Lenders in accordance with the respective principal amounts of the Loans
      comprising the converted or continued Borrowing;

            (ii) if less than all the outstanding principal amount of any
      Borrowing shall be converted or continued, then each resulting Borrowing
      shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b)
      regarding the principal amount and maximum number of Borrowings of the
      relevant Type;

            (iii) each conversion shall be effected by each Lender and the
      Administrative Agent by recording for the account of such Lender the new
      Loan of such Lender resulting from such conversion and reducing the Loan
      (or portion thereof) of such Lender being
<PAGE>
                                                                              33


      converted by an equivalent principal amount; accrued interest on any
      Eurodollar Loan (or portion thereof) being converted shall be paid by the
      Borrower at the time of conversion;

            (iv) if any Eurodollar Borrowing is converted at a time other than
      the end of the Interest Period applicable thereto, the Borrower shall pay,
      upon demand, any amounts due to the Lenders pursuant to Section 2.16;

            (v) any portion of a Borrowing maturing or required to be repaid in
      less than one month may not be converted into or continued as a Eurodollar
      Borrowing;

            (vi) any portion of a Eurodollar Borrowing that cannot be converted
      into or continued as a Eurodollar Borrowing by reason of the immediately
      preceding clause shall be automatically converted at the end of the
      Interest Period in effect for such Borrowing into an ABR Borrowing;

            (vii) no Interest Period may be selected for any Eurodollar Term
      Borrowing that would end later than a Term Loan Repayment Date occurring
      on or after the first day of such Interest Period if, after giving effect
      to such selection, the aggregate outstanding amount of (A) the Eurodollar
      Term Borrowings with Interest Periods ending on or prior to such Term Loan
      Repayment Date and (B) the ABR Term Borrowings would not be at least equal
      to the principal amount of Term Borrowings to be paid on such Term Loan
      Repayment Date;

            (viii) no Interest Period applicable to a Revolving Loan may end
      later than the Revolving Credit Maturity Date, and no Interest Period
      applicable to a Term Loan may end later than the Term Loan Maturity Date;
      and

            (ix) upon notice to the Borrower from the Administrative Agent given
      at the request of the Required Lenders, after the occurrence and during
      the continuance of a Default or Event of Default, no outstanding Loan may
      be converted into, or continued as, a Eurodollar Loan.

      Each notice pursuant to this Section shall be irrevocable and shall refer
to this Agreement and specify (i) the identity and amount of the Borrowing that
the Borrower requests be converted or continued, (ii) whether such Borrowing is
to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing,
(iii) if such notice requests a conversion, the date of such conversion (which
shall be a Business Day) and (iv) if such Borrowing is to be converted to or
continued as a Eurodollar Borrowing, the Interest Period with respect thereto.
If no Interest Period is specified in any such notice with respect to any
conversion to or continuation as a Eurodollar Borrowing, the Borrower shall be
deemed to have selected an Interest Period of one month's duration. The
Administrative Agent shall advise the Lenders of any notice given pursuant to
this Section and of each Lender's portion of any converted or continued
Borrowing. If the Borrower shall not have given notice in accordance with this
Section to continue any Borrowing into a subsequent Interest Period (and shall
not otherwise have given notice in accordance with this Section to convert such
Borrowing), such Borrowing shall, at the end of the Interest Period applicable
thereto (unless repaid pursuant to the terms hereof), automatically be continued
into a new Interest Period as an ABR Borrowing. This Section shall not apply to
Swingline Loans, which may not be converted or continued.
<PAGE>
                                                                              34


      SECTION 2.11. REPAYMENT OF BORROWINGS. (a) The Borrower shall pay to the
Administrative Agent, for the account of the Lenders, on each of the dates set
forth below, or if any such date is not a Business Day, on the next succeeding
Business Day (each such date being a "TERM LOAN REPAYMENT DATE"), a principal
amount of the Term Loans (as adjusted from time to time pursuant to paragraph
(b) below and Sections 2.12(b) and 2.13(f)) equal to the amount set forth below
opposite such date, together in each case with accrued and unpaid interest on
the principal amount to be paid to but excluding the date of such payment:

<TABLE>
<CAPTION>

                     REPAYMENT DATE    TRANCHE A-1  TRANCHE A-2
                     --------------    -----------  -----------
<S>                                    <C>         <C>
                  March 31, 2001       $3,100,000
                  June 30, 2001         3,100,000
                  September 30, 2001    3,100,000   $1,000,000
                  December 31, 2001     3,100,000    1,000,000


                  March 31, 2002        5,040,000    1,000,000
                  June 30, 2002         5,040,000    1,000,000
                  September 30, 2002    5,040,000    1,000,000
                  December 31, 2002     5,040,000    1,000,000


                  March 31, 2003        7,400,000    1,500,000
                  June 30, 2003         7,400,000    1,500,000
                  September 30, 2003    7,400,000    1,500,000
                  December 31, 2003     7,400,000    1,500,000


                  March 31, 2004        8,680,000    2,750,000
                  June 30, 2004         8,680,000    2,750,000
                  September 30, 2004    8,680,000    2,750,000
                  December 31, 2004     8,680,000    2,750,000


                  March 31, 2005        9,000,000    3,500,000
                  July 29, 2005         9,000,000    3,500,000
</TABLE>

      (b) If any Term Commitments shall be reduced or shall expire or terminate
other than as a result of the making of a Term Loan, the installments payable on
each Term Loan Repayment Date will be reduced pro rata by an aggregate amount
equal to the amount of such reduction, expiration or termination.

      (c) To the extent not previously paid, all Term Loans shall be due and
payable on the Term Loan Maturity Date, together with accrued and unpaid
interest on the principal amount to be paid to but excluding the date of
payment.

      (d) To the extent not previously paid, all Revolving Loans shall be due
and payable on
<PAGE>
                                                                              35


the Revolving Credit Maturity Date.

      (e) All repayments pursuant to this Section shall be subject to Section
2.16, but shall otherwise be without premium or penalty.

      SECTION 2.12. OPTIONAL PREPAYMENT. (a) The Borrower shall have the right
at any time and from time to time to prepay any Borrowing, in whole or in part,
upon at least (i) in the case of Eurodollar Borrowings, three Business Days' or
(ii) in the case of ABR Borrowings (other than Swingline Loans) one Business
Day's prior written or fax notice (or telephone notice promptly confirmed by
written or fax notice) to the Administrative Agent (and in the case of Swingline
Loans, the Swingline Lender) before 11:00 a.m., New York City time (or, in the
case of any prepayment of a Swingline Loan, not later than 12:00 noon, New York
City time, on the date of prepayment); PROVIDED, HOWEVER, that each partial
prepayment shall be in an amount that would be permitted in the case of the
advance of a Borrowing of the same type as provided in Section 2.02.

      (b) Each optional prepayment of Term Loans under this Agreement shall be
applied to prepay the Tranche A-1 Term Loans and the Tranche A-2 Term Loans
ratably in accordance with the aggregate outstanding principal amounts thereof.
Optional prepayments of Term Loans of either Tranche shall be applied first to
the installments of principal of such Tranche due in respect of the four Term
Loan Repayment Dates next following the date of such prepayment and then pro
rata against the remaining scheduled installments of principal due in respect of
the Term Loans of such Tranche.

      (c) Each notice of prepayment shall specify the prepayment date and the
principal amount of each Borrowing (or portion thereof) to be prepaid, shall be
irrevocable and shall commit the Borrower to prepay such Borrowing by the amount
stated therein on the date stated therein. All prepayments under this Section
shall be subject to Section 2.16 but otherwise without premium or penalty. All
prepayments under this Section shall be accompanied by accrued interest on the
principal amount being prepaid to the date of payment.

      SECTION 2.13. MANDATORY PREPAYMENTS. (a) In the event of any termination
of all the Revolving Credit Commitments, the Borrower shall repay or prepay all
its outstanding Revolving Credit Borrowings on the date of such termination. In
the event of any partial reduction of the Revolving Credit Commitments, then (i)
at or prior to the effective date of such reduction, the Administrative Agent
shall notify the Borrower and the Revolving Credit Lenders of the Aggregate
Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate
Revolving Credit Exposure at the time would exceed the Total Revolving Credit
Commitment after giving effect to such reduction or termination, then the
Borrower shall, on the date of such reduction or termination, repay or prepay
Revolving Credit Borrowings or Swingline Loans (and, after no Revolving Credit
Borrowings or Swingline Loans shall remain outstanding, deposit cash with the
Collateral Agent to secure Obligations in respect of outstanding Letters of
Credit) in an amount sufficient to eliminate such excess.

      (b) Not later than the Business Day following the completion of any Asset
Disposition, the Borrower shall apply 100% of the Net Cash Proceeds received
with respect thereto to prepay outstanding Term Loans and, if the Term Loans
shall have been paid in full, to prepay Revolving Loans or Swingline Loans and,
after no Revolving Credit Borrowings or Swingline Loans shall remain
outstanding, to deposit cash with the Collateral Agent to secure Obligations in
respect of outstanding Letters of Credit (and the Revolving Credit Commitments
shall be simultaneously
<PAGE>
                                                                              36


and permanently reduced by an amount equal to 100% of such Net Cash Proceeds
less any amount thereof used to prepay Term Loans).

      (c) Not later than ten Business Days following the receipt by the Borrower
or any Subsidiary of Net Cash Proceeds from any Equity Issuance, the Borrower
shall apply an amount equal to 100% of such Net Cash Proceeds to prepay
outstanding Term Loans and, if the Term Loans shall have been paid in full, to
prepay Revolving Loans or Swingline Loans and, after no Revolving Credit
Borrowings or Swingline Loans shall remain outstanding, to deposit cash with the
Collateral Agent to secure Obligations in respect of outstanding Letters of
Credit (and the Revolving Credit Commitments shall be simultaneously and
permanently reduced by an amount equal to such Net Cash Proceeds less any amount
thereof used to prepay Term Loans); PROVIDED, HOWEVER, that (i) proceeds (A)
from issuances of equity upon exercises of employee stock options, (B) received
as consideration for Permitted Acquisitions need not be applied to prepay
outstanding Term Loans and/or reduce the Revolving Credit Commitment and (ii) a
portion of the proceeds from the initial public offering of the Borrower's
common stock may be used to pay up to $34,500,000 principal amount of
Subordinated Debt PLUS any interest accrued thereon since December 31, 2000 and
any fees and expenses related to such prepayment, PROVIDED that (A) at least
$40,000,000 in proceeds shall first have been applied to prepay the Term Loans,
(B) the Senior Debt/Adjusted EBITDA Ratio (calculated on a pro forma basis after
giving effect to such application of proceeds) shall be less than or equal to
2.25 to 1.0 and C) any amount of proceeds in excess of the amount applied to pay
such Subordinated Debt as contemplated above shall be applied to prepay
outstanding Loans as provided above.

      (d) Not later than the earlier of (i) the date 90 days after the end of
each fiscal year of the Borrower, commencing with the fiscal year ending
December 31, 2000, and (ii) the date on which the financial statements with
respect to such fiscal year are delivered pursuant to Section 5.04(a), the
Borrower shall prepay outstanding Term Loans and, if the Term Loans shall have
been paid in full, Revolving Loans or Swingline Loans and, after no Revolving
Credit Borrowings or Swingline Loans shall remain outstanding, shall deposit
cash with the Collateral Agent to secure Obligations in respect of outstanding
Letters of Credit, in an aggregate principal amount equal to 75% of Excess Cash
Flow for such fiscal year (or, if the Debt/Adjusted EBITDA Ratio at the end of
such fiscal year shall have been less than 3.50 to 1.00, 50% of Excess Cash Flow
for such fiscal year), and the Revolving Credit Commitments shall be
simultaneously and permanently reduced by such amount less any amount thereof
used to prepay Term Loans.

      (e) In the event that the Borrower or any Subsidiary shall receive Net
Cash Proceeds from the incurrence or disposition of any Indebtedness (other than
Indebtedness permitted under Section 6.01(a)), the Borrower shall, as promptly
as practicable and in any event not later than the Business Day following the
receipt of such Net Cash Proceeds, apply 100% of such Net Cash Proceeds to
prepay outstanding Term Loans and, if the Term Loans shall have been paid in
full, to prepay Revolving Loans or Swingline Loans and, after no Revolving
Credit Borrowings or Swingline Loans shall remain outstanding, to deposit cash
with the Collateral Agent to secure Obligations in respect of outstanding
Letters of Credit (and the Revolving Credit Commitments shall be simultaneously
and permanently reduced by an amount equal to 100% of such Net Cash Proceeds
less any amount thereof used to prepay Term Loans).

      (f) Each mandatory prepayment of Term Loans under this Agreement shall be
applied to prepay the Tranche A-1 Term Loans and the Tranche A-2 Term Loans
ratably in accordance with the aggregate outstanding principal amounts thereof.
Each mandatory prepayment of Term
<PAGE>
                                                                              37


Loans of either Tranche under this Agreement shall be applied first to the
installments of principal due in respect of the Term Loans of such Tranche on
the four Term Loan Repayment Dates next following the date of such prepayment
and then pro rata against the remaining scheduled installments of principal due
in respect of the Term Loans of such Tranche.

      (g) The Borrower shall deliver to the Administrative Agent, at the time of
each prepayment required under this Section, (i) a certificate signed by the
Chief Financial Officer of the Borrower setting forth in reasonable detail the
calculation of the amount of such prepayment and (ii) to the extent practicable,
at least three Business Days' prior written notice of such prepayment. Each
notice of prepayment shall specify the prepayment date, the Type of each Loan
being prepaid and the principal amount of each Loan (or portion thereof) to be
prepaid. All prepayments of Borrowings under this Section shall be subject to
Section 2.16, but shall otherwise be without premium or penalty.

      (h) Amounts to be applied pursuant to this Section 2.13 to the prepayment
of Term Loans and Revolving Loans shall be applied first to reduce outstanding
ABR Term Loans or ABR Revolving Loans, as the case may be, and then to prepay
Eurodollar Term Loans or Eurodollar Revolving Loans, as the case may be. In the
event the amount of any prepayment required to be made pursuant to this Section
shall exceed the aggregate outstanding principal amount of the ABR Term Loans or
ABR Revolving Loans, as the case may be (the amount of any such excess being
called the "EXCESS AMOUNT"), the Borrower shall have the right, in lieu of
making such prepayment in full, to prepay all the outstanding ABR Loans of the
applicable class and to deposit an amount equal to the Excess Amount with the
Collateral Agent in a cash collateral account maintained (pursuant to
documentation reasonably satisfactory to the Administrative Agent) by and in the
sole dominion and control of the Collateral Agent. Any amounts so deposited
shall be held by the Collateral Agent as collateral for the Obligations and
applied to the prepayment of the applicable Eurodollar Loans at the end of the
current Interest Periods applicable thereto. At the request of the Borrower,
amounts so deposited shall be invested by the Collateral Agent in Permitted
Investments maturing prior to the date or dates on which it is anticipated that
such amounts will be applied to prepay Eurodollar Loans; any interest earned on
such Permitted Investments will be for the account of the Borrower, and the
Borrower will deposit with the Administrative Agent the amount of any loss on
any such Permitted Investment to the extent necessary in order that the amount
of the prepayment to be made with the deposited amounts may not be reduced.

      SECTION 2.14. RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES. (a)
Notwithstanding any other provision of this Agreement, if after the date of this
Agreement any change in applicable law or regulation or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof (whether or not having the force of
law) shall change the basis of taxation of payments to any Lender or the Issuing
Bank of the principal of or interest on any Eurodollar Loan made by such Lender
or any Fees or other amounts payable hereunder (other than changes in respect of
taxes imposed on the overall net income of such Lender or the Issuing Bank by
the jurisdiction in which such Lender or the Issuing Bank has its principal
office or by any political subdivision or taxing authority therein), or shall
impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of or credit
extended by any Lender or the Issuing Bank (except any such reserve requirement
which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or
the Issuing Bank or the London interbank market (or other relevant interbank
market) any other condition affecting this Agreement or any Eurodollar Loan made
by such Lender or any Letter of Credit or participation
<PAGE>
                                                                              38


therein, and the result of any of the foregoing shall be to increase the cost to
such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or
increase the cost to any Lender of issuing or maintaining any Letter of Credit
or purchasing or maintaining a participation therein or to reduce the amount of
any sum received or receivable by such Lender or the Issuing Bank hereunder or
under the Notes (whether of principal, interest or otherwise) by an amount
deemed by such Lender or the Issuing Bank to be material, then the Borrower will
pay to such Lender or the Issuing Bank, as the case may be, upon demand such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

      (b) If any Lender or the Issuing Bank shall have determined that the
adoption after the date hereof of any law, rule, regulation, agreement or
guideline regarding capital adequacy, or any change after the date hereof in any
such law, rule, regulation, agreement or guideline (whether such law, rule,
regulation, agreement or guideline has been adopted) or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof, or compliance by any Lender (or any
lending office of such Lender) or the Issuing Bank or any Lender's or the
Issuing Bank's holding company with any request or directive regarding capital
adequacy (whether or not having the force of law) of any Governmental Authority
has or would have the effect of reducing the rate of return on such Lender's or
the Issuing Bank's capital or on the capital of such Lender's or the Issuing
Bank's holding company, if any, as a consequence of this Agreement or the Loans
made or participations in Letters of Credit purchased by such Lender pursuant
hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a
level below that which such Lender or the Issuing Bank or such Lender's or the
Issuing Bank's holding company could have achieved but for such applicability,
adoption, change or compliance (taking into consideration such Lender's or the
Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's
holding company with respect to capital adequacy) by an amount deemed by such
Lender or the Issuing Bank to be material, then from time to time the Borrower
shall pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank
or such Lender's or the Issuing Bank's holding company for any such reduction
suffered.

      (c) A certificate of a Lender or the Issuing Bank setting forth the amount
or amounts necessary to compensate such Lender or the Issuing Bank or its
holding company, as applicable, as specified in clause (a) or (b), and showing
the method of calculation in reasonable detail, shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender or the Issuing Bank the amount shown as due on any such certificate
delivered by it within 10 days after its receipt of the same.

      (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation. The
protection of this Section shall be available to each Lender and the Issuing
Bank regardless of any possible contention of the invalidity or inapplicability
of the law, rule, regulation, agreement, guideline or other change or condition
that shall have occurred or been imposed.

      SECTION 2.15. CHANGE IN LEGALITY. (a) Notwithstanding any other provision
of this Agreement, if, after the date hereof, any change in any law or
regulation or in the interpretation thereof by any Governmental Authority
charged with the administration or interpretation thereof
<PAGE>
                                                                              39


shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or
to give effect to its obligations as contemplated hereby with respect to any
Eurodollar Loan, then, by written notice to the Borrower and to the
Administrative Agent:

            (A) such Lender may declare that Eurodollar Loans will not
      thereafter (for the duration of such unlawfulness) be made by such Lender
      hereunder (or be continued for additional Interest Periods and ABR Loans
      will not thereafter (for such duration) be converted into Eurodollar
      Loans), whereupon any request for a Eurodollar Borrowing (or to convert an
      ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar
      Borrowing, as the case may be, for an additional Interest Period) shall,
      as to such Lender only, be deemed a request for an ABR Loan (or a request
      to continue an ABR Loan as such for an additional Interest Period or to
      convert a Eurodollar Loan into an ABR Loan, as the case may be), unless
      such declaration shall be subsequently withdrawn; and

            (B) such Lender may require that all outstanding Eurodollar Loans
      made by it be converted to ABR Loans in which event all such Eurodollar
      Loans shall be automatically converted to ABR Loans as of the effective
      date of such notice as provided in clause (b).

If any Lender shall exercise its rights under clause (A) or (B), all payments
and prepayments of principal that would otherwise have been applied to repay the
Eurodollar Loans that would have been made by such Lender or the converted
Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans
made by such Lender in lieu of, or resulting from the conversion of, such
Eurodollar Loans.

      (b) For purposes of this Section, a notice to the Borrower by any Lender
shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on
the last day of the Interest Period currently applicable to such Eurodollar
Loan; in all other cases such notice shall be effective on the date of receipt
by the Borrower.

      SECTION 2.16. INDEMNITY. The Borrower shall indemnify each Lender against
any loss or expense that such Lender may sustain or incur as a consequence of
(a) any event, other than a default by such Lender in the performance of its
obligations hereunder, which results in (i) such Lender receiving or being
deemed to receive any amount on account of the principal of any Eurodollar Loan
prior to the end of the Interest Period in effect therefor, (ii) the conversion
of any Eurodollar Loan to a Loan of another Type, or the conversion of the
Interest Period with respect to any Eurodollar Loan, in each case other than on
the last day of the Interest Period in effect therefor, or (iii) any Eurodollar
Loan to be made by such Lender (including any Eurodollar Loan to be made
pursuant to a conversion or continuation under Section 2.10) not being made
after notice of such Loan shall have been given by the Borrower hereunder (any
of the events referred to in this clause (a) being called a "BREAKAGE EVENT") or
(b) any default in the making of any payment or prepayment required to be made
hereunder. In the case of any Breakage Event, such loss shall include an amount
equal to the excess, as reasonably determined by such Lender, of (i) its cost of
obtaining funds for the Eurodollar Loan that is the subject of such Breakage
Event for the period from the date of such Breakage Event to the last day of the
Interest Period in effect (or that would have been in effect) for such Loan over
(ii) the amount of interest likely to be realized by such Lender in redeploying
the funds released or not utilized by reason of such Breakage Event for such
period. A certificate of any Lender setting forth any amount or amounts which
such Lender is entitled to receive pursuant to this Section shall be delivered
to the Borrower and shall be conclusive absent manifest error.
<PAGE>
                                                                              40


      SECTION 2.17. PRO RATA TREATMENT. Each Borrowing, each payment or
prepayment of principal of any Borrowing, each payment of interest on the Loans,
each payment of the Commitment Fees, each reduction of the Term Commitments or
the Revolving Credit Commitments and each conversion of any Borrowing to or
continuation of any Borrowing as a Borrowing of any Type shall be allocated pro
rata among the Lenders in accordance with their respective applicable
Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of their outstanding applicable
Loans). Each Lender agrees that in computing such Lender's portion of any
Borrowing to be made hereunder, the Administrative Agent may, in its discretion,
round each Lender's percentage of such Borrowing to the next higher or lower
whole dollar amount.

      SECTION 2.18. SHARING OF SETOFFS. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of
the United States Code or other security or interest arising from, or in lieu
of, such secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by any other means, obtain
payment (voluntary or involuntary) in respect of any L/C Disbursement or Loan as
a result of which the unpaid principal portion of its participations in L/C
Disbursements and Swingline Loans, Term Loans and Revolving Loans shall be
proportionately less than the unpaid principal portion of the participations in
L/C Disbursements and Swingline Loans, Term Loans and Revolving Loans of any
other Lender, it shall be deemed simultaneously to have purchased from such
other Lender at face value, and shall promptly pay to such other Lender the
purchase price for, a participation in the L/C Exposure, Swingline Exposure,
Term Loans and Revolving Loans, as the case may be of such other Lender, so that
the aggregate unpaid principal amount of the L/C Exposure, Swingline Exposure,
Term Loans and Revolving Loans and participations in L/C Exposure, Swingline
Loans, Term Loans and Revolving Loans held by each Lender shall be in the same
proportion to the aggregate unpaid principal amount of all L/C Exposure,
Swingline Exposure, Term Loans and Revolving Loans then outstanding as the
principal amount of its L/C Exposure, Swingline Exposure, Term Loans and
Revolving Loans prior to such exercise of banker's lien, setoff or counterclaim
or other event was to the principal amount of all L/C Exposure, Swingline
Exposure, Term Loans and Revolving Loans outstanding prior to such exercise of
banker's lien, setoff or counterclaim or other event; PROVIDED, HOWEVER, that if
any such purchase or purchases or adjustments shall be made pursuant to this
Section and the payment giving rise thereto shall thereafter be recovered, such
purchase or purchases or adjustments shall be rescinded to the extent of such
recovery and the purchase price or prices or adjustment restored without
interest. The Borrower expressly consents to the foregoing arrangements and
agrees that any Lender holding a participation in any L/C Disbursement or
Swingline Loan, Term Loan or Revolving Loan deemed to have been so purchased may
exercise any and all rights of banker's lien, setoff or counterclaim with
respect to any and all moneys owing by the Borrower and to such Lender by reason
thereof as fully as if such Lender had made a Loan directly to the Borrower in
the amount of such participation.

      SECTION 2.19. PAYMENTS. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or any L/C Disbursement or
any Fees or other amounts) hereunder and under any other Credit Document not
later than 12:00 (noon), local time at the place of payment, on the date when
due in immediately available funds, without setoff, defense or counterclaim.
Each such payment (other than (i) Issuing Bank Fees and other payments in
respect of which it is expressly herein provided that such payments shall be
made directly to the Issuing Bank, which shall in each case be paid directly to
the Issuing Bank, and (ii) payments in respect of which it is herein expressly
provided that such payments shall be made directly to the
<PAGE>
                                                                              41


Swingline Lender, which shall be paid directly to the Swingline Lender) shall be
made to the Administrative Agent at its offices at 399 Park Avenue, New York,
New York. Each such payment shall be made in dollars.

      (b) Whenever any payment (including principal of or interest on any
Borrowing or any Fees or other amounts) hereunder or under any other Credit
Document shall become due, or otherwise would occur, on a day that is not a
Business Day, such payment may be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of
interest or Fees, if applicable.

      SECTION 2.20. TAXES. (a) Any and all payments by or on account of any
obligation of the Borrower hereunder shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; PROVIDED that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
Issuing Bank, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

      (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

      (c) The Borrower shall indemnify the Administrative Agent, each Lender and
the Issuing Bank, within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent,
such Lender or the Issuing Bank, as the case may be, on or with respect to any
payment by or on account of any obligation of the Borrower hereunder (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender or the Issuing Bank,
or by the Administrative Agent on its own behalf or on behalf of a Lender or the
Issuing Bank, shall be conclusive absent manifest error.

      (d) As soon as practicable after any payment of Indemnified Taxes or Other
Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to
the Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

      (e) Each Lender that is not a "United States person" within the meaning of
Section 7701(a)(30) of the Code (a "NON-U.S. LENDER") shall deliver to the
Borrower (with a copy to the Administrative Agent) two copies of either United
States Internal Revenue Service Form 1001 or Form 4224, or, in the case of a
Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under
Section 871(h) or 881(c) of the Code with respect to payments of "portfolio
interest", a Form W-8, or any subsequent versions thereof or successors thereto
(and, if such Non-U.S. Lender delivers a Form W-8, a certificate representing
that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the
Code, is not a 10-percent shareholder of the
<PAGE>
                                                                              42


Borrower (within the meaning of Section 871(h)(3)(B) of the Code) and is not a
controlled foreign corporation related to the Borrower (within the meaning of
Section 864(d)(4) of the Code)), properly completed and duly executed by such
Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S.
Federal withholding tax on payments by the Borrower under this Agreement or any
other Credit Document. Such forms shall be delivered by each Non-U.S. Lender on
or before the date it becomes a party to this Agreement or designates a new
lending office. In addition, each Non-U.S. Lender shall deliver such forms
promptly upon the obsolescence, expiration or invalidity of any form previously
delivered by such Non-U.S. Lender. Notwithstanding any other provision of this
Section 2.20, a Non-U.S. Lender shall not be required to deliver any form
pursuant to this Section 2.20(e) that such Non-U.S. Lender is not legally able
to deliver.

      SECTION 2.21. ASSIGNMENT OF COMMITMENTS UNDER CERTAIN CIRCUMSTANCES; DUTY
TO MITIGATE. (a) If (i) any Lender or the Issuing Bank delivers a certificate
requesting compensation pursuant to Section 2.14, (ii) any Lender or the Issuing
Bank delivers a notice described in Section 2.15 or (iii) the Borrower is
required to pay any additional amount to any Lender or the Issuing Bank or any
Governmental Authority on account of any Lender or the Issuing Bank pursuant to
Section 2.20, the Borrower may, at its sole expense and effort (including with
respect to the processing and recordation fee referred to in Section 9.04(b)),
upon notice to such Lender or the Issuing Bank and the Administrative Agent,
require such Lender or the Issuing Bank to transfer and assign, without recourse
(in accordance with and subject to the restrictions contained in Section 9.04),
all of its interests, rights and obligations under this Agreement to an assignee
that shall assume such assigned obligations (which assignee may be another
Lender, if a Lender accepts such assignment); PROVIDED that (1) such assignment
shall not conflict with any law, rule or regulation or order of any court or
other Governmental Authority having jurisdiction, (2) the Borrower shall have
received the prior written consent of the Administrative Agent (and, if a
Revolving Credit Commitment is being assigned, of the Issuing Bank and the
Swingline Lender), which consent shall not unreasonably be withheld, (3) the
Borrower or such assignee shall have paid to the affected Lender or the Issuing
Bank in immediately available funds an amount equal to the sum of the principal
of and interest accrued to the date of such payment on the outstanding Loans and
participations in L/C Disbursements and Swingline Loans of such Lender or L/C
Disbursements of the Issuing Bank, respectively, plus all Fees and other amounts
accrued for the account of such Lender or the Issuing Bank hereunder (including
any amounts under Section 2.14 and Section 2.16), and (4) if prior to any such
transfer and assignment the circumstances or event that resulted in such
Lender's or the Issuing Bank's claim for compensation under Section 2.14 or
notice under Section 2.15 or the amounts paid pursuant to Section 2.20, as the
case may be, cease to cause such Lender or the Issuing Bank to suffer increased
costs or reductions in amounts received or receivable or reduction in return on
capital, or cease to have the consequences specified in Section 2.15, or cease
to result in amounts being payable under Section 2.20, as the case may be
(including as a result of any action taken by such Lender or the Issuing Bank
pursuant to clause (b)), or if such Lender or the Issuing Bank shall waive its
right to claim further compensation under Section 2.14 in respect of such
circumstances or event or shall withdraw its notice under Section 2.16 or shall
waive its right to further payments under Section 2.20 in respect of such
circumstances or event, as the case may be, then such Lender or the Issuing Bank
shall not thereafter be required to make any such transfer and assignment
hereunder.

      (b) If (i) any Lender or the Issuing Bank delivers a certificate
requesting compensation under Section 2.14, (ii) any Lender or the Issuing Bank
delivers a notice described in Section 2.15 or (iii) the Borrower is required to
pay any additional amount to any Lender or the Issuing Bank or any Governmental
Authority on account of any Lender or the
<PAGE>
                                                                              43


Issuing Bank, pursuant to Section 2.20, then such Lender or the Issuing Bank
shall use reasonable efforts (which shall not require such Lender or the Issuing
Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise
take any action inconsistent with its internal policies or legal or regulatory
restrictions or suffer any disadvantage or burden deemed by it to be
significant) (x) to file any certificate or document reasonably requested in
writing by the Borrower or (y) to assign its rights and delegate and transfer
its obligations hereunder to another of its offices, branches or affiliates, if
such filing or assignment would reduce its claims for compensation under Section
2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would
reduce amounts payable pursuant to Section 2.20, as the case may be, in the
future. The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender or the Issuing Bank in connection with any such filing or
assignment, delegation and transfer.

      SECTION 2.22. LETTERS OF CREDIT. (a) GENERAL. The Borrower may request
the issuance of a Letter of Credit for its own account, by delivering an
Issuance Request, at any time and from time to time, for general corporate
purposes while the Revolving Credit Commitments remain in effect. This Section
shall not be construed to impose an obligation upon the Issuing Bank to issue
any Letter of Credit that is inconsistent with the terms and conditions of this
Agreement.

      (b) NOTICE OF ISSUANCE, AMENDMENT, RENEWAL, EXTENSION; CERTAIN CONDITIONS.
In order to request the issuance of a Letter of Credit (or to amend, renew or
extend an existing Letter of Credit), the Borrower shall hand deliver or fax to
the Issuing Bank and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) an Issuance Request
requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, the date of issuance, amendment,
renewal or extension, the date on which such Letter of Credit is to expire
(which shall comply with clause (c)), the amount of such Letter of Credit, the
name and address of the beneficiary thereof and such other information as shall
be necessary to prepare such Letter of Credit. A Letter of Credit shall be
issued, amended, renewed or extended only if, and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that, after giving effect to such issuance, amendment,
renewal or extension and Credit Events or repayments to be made at or before
such time (A) the L/C Exposure shall not exceed $6,000,000 and (B) the sum of
the Aggregate Revolving Credit Exposure shall not exceed the Total Revolving
Credit Commitment.

      (c) EXPIRATION DATE. Each Letter of Credit shall expire at the close of
business on the earlier of the date one year after the date of the issuance of
such Letter of Credit and the date that is five Business Days prior to the
Revolving Credit Maturity Date, unless such Letter of Credit expires by its
terms on an earlier date; PROVIDED, HOWEVER, that a Letter of Credit issued by
the Issuing Bank in favor of an insurance company to secure the Borrower's
workers' compensation programs will be extended automatically at the close of
business on each one-year anniversary of the issuance or extension, as the case
may be, of such Letter of Credit until such Letter of Credit expires five days
prior to the Revolving Credit Maturity Date, unless the Issuing Bank gives 30
days' notice of nonrenewal in writing to the Borrower.

      (d) PARTICIPATIONS. By the issuance of a Letter of Credit and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Revolving Credit Lender, and each such Lender hereby
acquires from the applicable Issuing Bank, a participation in such Letter of
Credit equal to such Lender's Revolving Percentage of the aggregate amount
available to be drawn under such Letter of Credit, effective upon the issuance
<PAGE>
                                                                              44


of such Letter of Credit. In consideration and in furtherance of the foregoing,
each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay
to the Administrative Agent, for the account of the Issuing Bank, such Lender's
Revolving Percentage of each L/C Disbursement made by the Issuing Bank and not
reimbursed by the Borrower (or, if applicable, another party pursuant to its
obligations under any other Credit Document) forthwith on the date due as
provided in Section 2.02(f), in the same currency in which such L/C Disbursement
is denominated. Each Revolving Credit Lender agrees that its obligation to
acquire participations pursuant to this clause in respect of Letters of Credit
is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or an Event of
Default, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.

      (e) REIMBURSEMENT. If the Issuing Bank shall make any L/C Disbursement in
respect of a Letter of Credit, the Borrower shall pay to the Issuing Bank an
amount equal to such L/C Disbursement not later than two hours after the
Borrower shall have received notice from the Issuing Bank that payment of such
draft will be made, or, if the Borrower shall have received such notice later
than 10:00 a.m., New York City time, on any Business Day, not later than 10:00
a.m., New York City time, on the immediately following Business Day.

      (f) OBLIGATIONS ABSOLUTE. The Borrower's obligations to reimburse L/C
Disbursements as provided in clause (e) shall be absolute, unconditional and
irrevocable, and shall be performed strictly in accordance with the terms of
this Agreement, under any and all circumstances whatsoever, and irrespective of:

            (i) any lack of validity or enforceability of any Letter of
      Credit or any Credit Document, or any term or provision therein;

            (ii) any amendment or waiver of or any consent to departure
      from all or any of the provisions of any Letter of Credit or any
      Credit Document;

            (iii) the existence of any claim, setoff, defense or other right
      that the Borrower, any other party guaranteeing, or otherwise obligated
      with, the Borrower, any Subsidiary or other Affiliate thereof or any other
      person may at any time have against the beneficiary under any Letter of
      Credit, the Issuing Bank, the Administrative Agent or any Lender or any
      other person, whether in connection with this Agreement, any other Credit
      Document or any other related or unrelated agreement or transaction;

            (iv) any draft or other document presented under a Letter of Credit
      proving to be forged, fraudulent, invalid or insufficient in any respect
      or any statement therein being untrue or inaccurate in any respect;

            (v) payment by the Issuing Bank under a Letter of Credit against
      presentation of a draft or other document that does not comply with the
      terms of such Letter of Credit; and

            (vi) any other act or omission to act or delay of any kind of the
      Issuing Bank, the Lenders, the Administrative Agent or any other person or
      any other event or circumstance whatsoever, whether or not similar to any
      of the foregoing, that might, but for the provisions of this Section,
      constitute a legal or equitable discharge of the Borrower's obligations
      hereunder.


<PAGE>
                                                                              45


      Without limiting the generality of the foregoing, the absolute and
unconditional obligation of the Borrower hereunder to reimburse L/C
Disbursements will not be excused by the gross negligence or wilful misconduct
of the Issuing Bank. However, the foregoing shall not be construed to excuse the
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by the Issuing Bank's gross negligence or wilful
misconduct in determining whether drafts and other documents presented under a
Letter of Credit comply with the terms thereof. The Issuing Bank may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary
and, in making any payment under any Letter of Credit (i) the Issuing Bank's
exclusive reliance on the documents presented to it under such Letter of Credit
as to any and all matters set forth therein, including reliance on the amount of
any draft presented under such Letter of Credit, whether or not the amount due
to the beneficiary thereunder equals the amount of such draft and whether or not
any document presented pursuant to such Letter of Credit proves to be
insufficient in any respect, if such document on its face appears to be in
order, and whether or not any other statement or any other document presented
pursuant to such Letter of Credit proves to be forged or invalid or any
statement therein proves to be inaccurate or untrue in any respect whatsoever
and (ii) any noncompliance in any immaterial respect of the documents presented
under such Letter of Credit with the terms thereof shall, in each case, be
deemed not to constitute wilful misconduct or gross negligence of the Issuing
Bank.

      (g) DISBURSEMENT PROCEDURES. The Issuing Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. The Issuing Bank shall as promptly as possible
give telephonic notification, confirmed by fax, to the Administrative Agent and
the Borrower of such demand for payment and whether the Issuing Bank has made or
will make an L/C Disbursement thereunder; PROVIDED that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Credit Lenders with respect to any
such L/C Disbursement. The Administrative Agent shall promptly give each
Revolving Credit Lender notice thereof.

      (h) INTERIM INTEREST. If the Issuing Bank shall make any L/C Disbursement
in respect of a Letter of Credit, then, unless the Borrower shall reimburse such
L/C Disbursement in full on such date, the unpaid amount thereof shall bear
interest for the account of the Issuing Bank, for each day from and including
the date of such L/C Disbursement, to but excluding the earlier of the date of
payment by the Borrower or the date on which interest shall commence to accrue
thereon as provided in Section 2.02(f), at the rate per annum that would apply
to such amount if such amount were an ABR Loan.

      (i) RESIGNATION OR REMOVAL OF THE ISSUING BANK. The Issuing Bank may
resign at any time by giving 180 days prior written notice to the Administrative
Agent, the Lenders and the Borrower, and may be removed at any time by the
Borrower by notice to the Issuing Bank, the Administrative Agent and the
Lenders, to be effective only upon the appointment of a successor Issuing Bank
pursuant to the following sentence. Subject to the next succeeding clause, upon
the acceptance of any appointment as the Issuing Bank hereunder by a Lender that
shall agree to serve as successor Issuing Bank, such successor shall succeed to
and become vested with all the interests, rights and obligations of the retiring
Issuing Bank and the retiring Issuing Bank shall be discharged from its
obligations to issue additional Letters of Credit hereunder. At the time such
removal or resignation shall become effective, the Borrower shall pay all
accrued and unpaid fees
<PAGE>
                                                                              46


pursuant to Section 2.05(d)(ii). The acceptance of any appointment as the
Issuing Bank hereunder by a successor Lender shall be evidenced by an agreement
entered into by such successor, in a form satisfactory to the Borrower and the
Administrative Agent, and, from and after the effective date of such agreement,
(i) such successor Lender shall have all the rights and obligations of the
previous Issuing Bank under this Agreement and the other Credit Documents and
(ii) references herein and in the other Credit Documents to the term "Issuing
Bank" shall be deemed to refer to such successor or to any previous Issuing
Bank, or to such successor and all previous Issuing Banks, as the context shall
require. After the resignation or removal of the Issuing Bank hereunder, the
retiring Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement and the other
Credit Documents with respect to Letters of Credit issued by it prior to such
resignation or removal, but shall not be required to issue additional Letters of
Credit.

      (j) CASH COLLATERALIZATION. If any Event of Default shall occur and be
continuing, the Borrower shall, on the Business Day it receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Credit Lenders holding participations in
outstanding Letters of Credit representing greater than 50% of the aggregate
undrawn amount of all outstanding Letters of Credit) thereof and of the amount
to be deposited, deposit in an account with the Collateral Agent, for the
benefit of the Revolving Credit Lenders, an amount in cash equal to the L/C
Exposure as of such date. Such deposits shall be held by the Collateral Agent as
collateral for the payment and performance of the Obligations. The Collateral
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Such deposits shall be invested in Permitted
Investments, to be selected by the Issuing Bank in its sole discretion, and
interest earned on such deposits shall be deposited in such account as
additional collateral for the payment and performance of the Obligations.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall (i) automatically be applied by the
Administrative Agent to reimburse the Issuing Bank for L/C Disbursements for
which it has not been reimbursed, (ii) be held for the satisfaction of the
reimbursement obligations of the Borrower for the L/C Exposure at such time and
(iii) if the maturity of the Loans has been accelerated (but subject to the
consent of Revolving Credit Lenders holding participations in outstanding
Letters of Credit representing greater than 50% of the aggregate undrawn amount
of all outstanding Letters of Credit), be applied to satisfy the Obligations. If
the Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower within three Business
Days after all Events of Default have been cured or waived.

      SECTION 2.23. SWINGLINE LOANS. (a) Subject to the terms and conditions
set forth herein, the Swingline Lender may, in its sole discretion, make
Swingline Loans to the Borrower at any time and from time to time on or after
the Original Closing Date, and until the earlier of the Revolving Credit
Maturity Date and the termination of the Revolving Credit Commitments in
accordance with the terms hereof, in an aggregate principal amount at any time
outstanding that will not result in (i) the aggregate principal amount of
outstanding Swingline Loans exceeding $7,000,000 or (ii) the sum of the total
Revolving Credit Exposures exceeding the total Revolving Credit Commitments. The
Swingline Lender shall have no duty to make or continue to make Swingline Loans.
Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

      (b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by fax), not later
than 12:00 noon, New York City time, on
<PAGE>
                                                                              47


the day of a proposed Swingline Loan. Each such notice shall be irrevocable and
shall specify the requested date (which shall be a Business Day) and amount of
the requested Swingline Loan. The Administrative Agent will promptly advise the
Swingline Lender of any such notice received from the Borrower. The Swingline
Lender shall make each Swingline Loan available to the Borrower by means of a
credit to the general deposit account of the Borrower with the Swingline Lender
by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

      (c) The Swingline Lender may by written notice given to the Administrative
Agent not later than 12:00 noon, New York City time, on any Business Day require
the Revolving Credit Lenders to acquire participations on such Business Day in
all or a portion of the Swingline Loans outstanding. Such notice shall specify
the aggregate amount of Swingline Loans in which Revolving Credit Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent will
give notice thereof to each Revolving Credit Lender, specifying in such notice
such Lender's Revolving Percentage of such Swingline Loan or Swingline Loans.
Each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon
receipt of notice as provided above, to pay to the Administrative Agent, for the
account of the Swingline Lender, such Lender's Revolving Percentage of such
Swingline Loan or Swingline Loans. Each Revolving Credit Lender acknowledges and
agrees that its obligation to acquire participations in Swingline Loans pursuant
to this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each
Revolving Credit Lender shall comply with its obligation under this paragraph by
wire transfer of immediately available funds, in the same manner as provided in
Section 2.02 with respect to Loans made by such Lender (and Section 2.02 shall
apply, MUTATIS MUTANDIS, to the payment obligations of the Revolving Credit
Lenders), and the Administrative Agent shall promptly pay to the Swingline
Lender the amounts so received by it from the Revolving Credit Lenders. The
Administrative Agent shall notify the Borrower of any participations in any
Swingline Loan acquired pursuant to this paragraph, and thereafter payments in
respect of such Swingline Loan shall be made to the Administrative Agent and not
to the Swingline Lender. Any amounts received by the Swingline Lender from the
Borrower (or other party on behalf of the Borrower) in respect of a Swingline
Loan after receipt by the Swingline Lender of the proceeds of a sale of
participations therein shall be promptly remitted to the Administrative Agent;
any such amounts received by the Administrative Agent shall be promptly remitted
by the Administrative Agent to the Revolving Credit Lenders that shall have made
their payments pursuant to this paragraph and to the Swingline Lender, as their
interests may appear. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Borrower of any default in the
payment thereof.

      (d) The Swingline Lender may resign at any time by giving 180 days prior
written notice to the Administrative Agent, the Lenders and the Borrower, and
may be removed at any time by the Borrower by notice to the Swingline Lender,
the Administrative Agent and the Lenders, in each case to be effective only upon
the appointment of a successor Swingline Lender pursuant to the following
sentence. Upon the acceptance of any appointment as the Swingline Lender
hereunder by a Lender that shall agree to serve as successor Swingline Lender,
such successor shall succeed to and become vested with all the interests, rights
and obligations of the retiring Swingline Lender. At the time such removal or
resignation shall become effective, the Borrower shall pay all outstanding
Swingline Loans together with all interest accrued thereon. The acceptance of
any appointment as the Swingline Lender hereunder by a successor Lender shall be
<PAGE>
                                                                              48


evidenced by an agreement entered into by such successor, in a form satisfactory
to the Borrower and the Administrative Agent, and, from and after the effective
date of such agreement, (i) such successor Lender shall have all the rights and
obligations of the previous Swingline Lender under this Agreement and the other
Credit Documents and (ii) references herein and in the other Credit Documents to
the term "Swingline Lender" shall be deemed to refer to such successor or to any
previous Swingline Lender, or to such successor and all previous Swingline
Lenders, as the context shall require. After the resignation or removal of the
Swingline Lender hereunder, the retiring Swingline Lender shall remain a party
hereto.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      The Borrower represents and warrants to the Arranger, the Administrative
Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent, the
Issuing Bank and each of the Lenders as follows (with each reference to a
Subsidiary being deemed to include all persons that will be Subsidiaries after
giving effect to the Second Restatement Closing Date Transactions, other than
any such persons that have ceased to be Subsidiaries):

      SECTION 3.01. ORGANIZATION; POWERS. The Borrower and each of the
Subsidiaries (a) is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (b) has all
requisite power and authority to own its property and assets and to carry on its
business as now conducted and as proposed to be conducted, (c) is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required, except where the failure so to qualify could not
reasonably be expected to result in a Material Adverse Effect, and (d) has the
corporate power and authority to execute, deliver and perform its obligations
under each of the Credit Documents and each other agreement or instrument
contemplated hereby to which it is or will be a party and, in the case of the
Borrower, to borrow hereunder.

      SECTION 3.02. AUTHORIZATION. The Transactions (a) have been duly
authorized by all requisite corporate and, if required, stockholder action on
the part of the Borrower and the Subsidiaries and (b) will not (i) violate (A)
any provision of law, statute, rule or regulation, or of the certificate or
articles of incorporation or other constitutive documents or by-laws of the
Borrower or any Subsidiary, (B) any order of any Governmental Authority or (C)
any provision of any indenture, agreement or other instrument to which the
Borrower or any Subsidiary is a party or by which any of them or any of their
property is or may be bound, (ii) be in conflict with, result in a breach of or
constitute (alone or with notice or lapse of time or both) a default under, or
give rise to any right to accelerate or to require the prepayment, repurchase or
redemption of any obligation under any such indenture, agreement or other
instrument or (iii) result in the creation or imposition of any Lien upon or
with respect to any property or assets now owned or hereafter acquired by the
Borrower or any Subsidiary (other than any Lien created hereunder or under the
Collateral Documents).

      SECTION 3.03. ENFORCEABILITY. This Agreement and each other Credit
Document has been duly executed and delivered by the Obligors party thereto, and
this Agreement constitutes, and each other Credit Document when executed and
delivered by the Obligors will constitute, a legal, valid and binding obligation
of the Obligors party thereto enforceable against such Obligors in accordance
with its terms.
<PAGE>
                                                                              49


      SECTION 3.04. GOVERNMENTAL APPROVALS. No action, consent or approval of,
registration or filing with or any other action by any Governmental Authority is
or will be required in connection with the Transactions, except for (a) the
filing of Uniform Commercial Code financing statements and filings with the
United States Patent and Trademark Office and the United States Copyright Office
and (b) such as have been made or obtained and are in full force and effect.

      SECTION 3.05. FINANCIAL STATEMENTS. (a) The Borrower has heretofore
furnished to the Administrative Agent unaudited consolidated and consolidating
balance sheets and related statements of income, stockholders equity and cash
flows of the Borrower for the fiscal year most recently ended before the Second
Restatement Closing Date, certified by the Borrower's Chief Financial Officer.
Such financial statements present fairly in all material respects the financial
condition and results of operations and cash flows of the Borrower, and its
consolidated subsidiaries as of such dates and for such periods. The Borrower
has also furnished to the Administrative Agent (i) unaudited consolidated and
consolidating balance sheets and related statements of income and stockholders'
equity of Clinforce for the fiscal year most recently ended before the Second
Restatement Closing Date and (ii) to the extent available, unaudited
consolidated and consolidating balance sheets and related statements of income,
stockholders' equity and cash flows of Clinforce for each completed fiscal
quarter since the date of such unaudited financial statement (and, to the extent
available, for each completed month since the last such quarter), which
unaudited financial statements shall be in form and scope satisfactory to the
Administrative Agent. Such balance sheets and the notes thereto disclose all
material liabilities, direct or contingent, of the Borrower, and its
consolidated subsidiaries as of the dates thereof. Such financial statements
were prepared in accordance with GAAP applied on a consistent basis.

      (b) The Borrower has heretofore delivered to the Administrative Agent its
unaudited pro forma consolidated balance sheet as of the Second Restatement
Closing Date, prepared giving effect to the Second Restatement Closing Date
Transactions as if they had occurred on such date. Such pro forma balance sheet
has been prepared in good faith by the Borrower, based on the assumptions used
to prepare the pro forma financial information contained in the Supplemental
Information Memorandum (which assumptions are believed by the Borrower on the
date hereof to be reasonable), is based on the best information available to the
Borrower, accurately reflects all adjustments required to be made to give effect
to the Second Restatement Closing Date Transactions and presents fairly in all
material respects on a pro forma basis the pro forma consolidated financial
position of the Borrower and the consolidated Subsidiaries as of such date,
assuming that the Second Restatement Closing Date Transactions had actually
occurred at such date.

      SECTION 3.06.  NO MATERIAL ADVERSE CHANGE.  There has been no
material adverse change in the business, assets, operations, prospects,
condition, financial or otherwise, or material agreements of the Borrower
and the Subsidiaries, taken as a whole, or of Clinforce since September 30,
2000.

      SECTION 3.07. TITLE TO PROPERTIES; POSSESSION UNDER LEASES. (a) Each of
the Borrower and the Subsidiaries has good and marketable title to, or valid
leasehold interests in, all its material properties and assets, except for minor
defects in title that do not interfere with its ability to conduct its business
as currently conducted or to utilize such properties and assets for their
intended purposes. All such material properties and assets are free and clear of
Liens, other than Liens expressly permitted by Section 6.02.
<PAGE>
                                                                              50


      (b) Each of the Borrower and the Subsidiaries has complied with all
obligations under all material leases to which it is a party and all such leases
are in full force and effect. Each of the Borrower and the Subsidiaries enjoys
peaceful and undisturbed possession under all such material leases, except where
failure to have such possession will not have a Material Adverse Effect.

      SECTION 3.08. SUBSIDIARIES. Schedule 3.08 sets forth as of the Second
Restatement Closing Date (and after giving effect to the Clinforce Acquisition)
a list of all Subsidiaries and the percentage ownership interest of the Borrower
therein. The shares of capital stock or other ownership interests so indicated
on Schedule 3.08 are fully paid and nonassessable and are owned by the Borrower,
directly or indirectly, free and clear of all Liens.

      SECTION 3.09. LITIGATION; COMPLIANCE WITH LAWS. (a) Except as set forth
on Schedule 3.09, there are not any actions, suits or proceedings at law or in
equity or by or before any Governmental Authority now pending or, to the
knowledge of the Borrower, threatened against or affecting the Borrower or any
Subsidiary or any business, property or rights of any such person (i) that
involve any Credit Document or the Transactions, or purport to affect the
ability of the parties to consummate any of the Transactions, or (ii) as to
which there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect.

      (b) None of the Borrower or any of the Subsidiaries or any of their
respective material properties or assets is in violation of, nor will the
continued operation of their material properties and assets as currently
conducted violate, any law, rule or regulation (including any zoning, building,
Environmental Law, ordinance, code, approval or permit), or is in default with
respect to any judgment, writ, injunction, decree or order of any Governmental
Authority, where such violation or default could reasonably be expected to
result in a Material Adverse Effect.

      SECTION 3.10.  AGREEMENTS.  (a)  None of the Borrower or any of the
Subsidiaries is a party to any agreement or instrument or subject to any
corporate restriction that has resulted or could reasonably be expected to
result in a Material Adverse Effect.

      (b) None of the Borrower or any of the Subsidiaries is in default in any
manner under any provision of any indenture or other agreement or instrument
evidencing Indebtedness, or any other material agreement or instrument to which
it is a party or by which it or any of its properties or assets are or may be
bound, where such default could reasonably be expected to result in a Material
Adverse Effect.

      SECTION 3.11.  MARGIN STOCK.  None of the Borrower or any of the
Subsidiaries is engaged principally, or as one of its important activities,
in the business of extending credit for the purpose of buying or carrying
Margin Stock.

      SECTION 3.12. INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY
ACT. None of the Borrower or any Subsidiary is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940
or (b) a "holding company" as defined in, or subject to regulation under, the
Public Utility Holding Company Act of 1935.

      SECTION 3.13. TAX RETURNS. Each of the Borrower and the Subsidiaries has
filed or caused to be filed all Federal, state, local and foreign tax returns or
materials required to have been filed by it and has paid or caused to be paid
all taxes due and payable by it and all
<PAGE>
                                                                              51


assessments received by it, except taxes that are being contested in good faith
by appropriate proceedings and for which the Borrower or such Subsidiary, as
applicable, shall have set aside on its books adequate reserves in accordance
with GAAP.

      SECTION 3.14. NO MATERIAL MISSTATEMENTS. None of (a) the Supplemental
Information Memorandum or (b) any other information, report, financial
statement, exhibit or schedule furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation of any
Credit Document or included therein or delivered pursuant thereto contained,
contains or will contain any material misstatement of fact or omitted, omits or
will omit to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were, are or will be made,
not misleading; PROVIDED that to the extent any such information, report,
financial statement, exhibit or schedule was based upon or constitutes a
forecast or projection, the Borrower represents only that it acted in good faith
and utilized assumptions that were reasonable at the time such information,
report, financial statement, exhibit or schedule was prepared and due care in
the preparation of such information, report, financial statement, exhibit or
schedule.

      SECTION 3.15. EMPLOYEE BENEFIT PLANS. Each of the Borrower and its ERISA
Affiliates is in compliance in all material respects with the applicable
provisions of ERISA and the Code and the regulations and published
interpretations thereunder. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events,
could reasonably be expected to result in material liability of the Borrower or
any of its ERISA Affiliates. The present value of all benefit liabilities under
each Plan (based on those assumptions used to fund such Plan) did not, as of the
last annual valuation date applicable thereto, exceed by more than $1,000,000
the fair market value of the assets of such Plan, and the present value of all
benefit liabilities of all underfunded Plans (based on those assumptions used to
fund each such Plan) did not, as of the last annual valuation dates applicable
thereto, exceed by more than $1,000,000 the fair market value of the assets of
all such underfunded Plans.

      SECTION 3.16.  ENVIRONMENTAL MATTERS.  Except as set forth in
Schedule 3.16:

      (a) The real properties owned or operated by the Borrower and the
Subsidiaries (the "ENVIRONMENTAL PROPERTIES") do not contain any Hazardous
Materials in amounts or concentrations which (i) constitute, or constituted a
violation of, (ii) require Remedial Action under, or (iii) could give rise to
liability under, Environmental Laws, which violations, Remedial Actions and
liabilities, in the aggregate, could reasonably be expected to result in a
Material Adverse Effect;

      (b) The Environmental Properties and all operations of the Borrower and
the Subsidiaries are in compliance, and in the last three years have been in
compliance, with all Environmental Laws and all necessary Environmental Permits
have been obtained and are in effect, except to the extent that such
non-compliance or failure to obtain any necessary permits, in the aggregate,
could not result in a Material Adverse Effect;

      (c) There have been no Releases or threatened Releases at, from, under or
proximate to the Environmental Properties or otherwise in connection with the
operations of the Borrower or the Subsidiaries, which Releases or threatened
Releases, in the aggregate, could reasonably be expected to result in a Material
Adverse Effect;
<PAGE>
                                       52


      (d) None of the Borrower or any of the Subsidiaries has received any
notice of an Environmental Claim in connection with the Environmental Properties
or the operations of the Borrower or the Subsidiaries or with regard to any
person whose liabilities for environmental matters the Borrower or the
Subsidiaries has retained or assumed, in whole or in part, contractually, by
operation of law or otherwise, which, in the aggregate, could reasonably be
expected to result in a Material Adverse Effect, nor does the Borrower or the
Subsidiaries have reason to believe that any such notice will be received or is
being threatened; and

      (e) Hazardous Materials have not been transported from the Environmental
Properties, nor have Hazardous Materials been generated, treated, stored or
disposed of at, on or under any of the Environmental Properties in a manner that
could give rise to liability under any Environmental Law, nor have the Borrower
or the Subsidiaries retained or assumed any liability, contractually, by
operation of law or otherwise, with respect to the generation, treatment,
storage or disposal of Hazardous Materials, which transportation, generation,
treatment, storage or disposal, or retained or assumed liabilities, in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.

      SECTION 3.17. INSURANCE. Schedule 3.17 sets forth a true, complete and
correct description of all insurance maintained by the Borrower or by the
Borrower for its Subsidiaries as of the date hereof and the Second Restatement
Closing Date. As of each such date, such insurance is in full force and effect
and all premiums have been duly paid. The Borrower and its Subsidiaries have
insurance in such amounts and covering such risks and liabilities as are in
accordance with normal industry practice.

      SECTION 3.18.  LOCATION OF REAL PROPERTY.  Schedule 3.18 lists
completely and correctly as of the Second Restatement Closing Date all real
property owned by the Borrower and the Subsidiaries and the addresses
thereof.  The Borrower and the Subsidiaries own in fee all the real
property set forth on Schedule 3.18.

      SECTION 3.19. LABOR MATTERS. As of the date hereof and the Second
Restatement Closing Date, there are no strikes, lockouts or slowdowns against
the Borrower or any Subsidiary pending or, to the knowledge of the Borrower,
threatened. The hours worked by and payments made to employees of the Borrower
and the Subsidiaries have not been in violation of the Fair Labor Standards Act
or any other applicable Federal, state, local or foreign law dealing with such
matters. All payments due from the Borrower or any Subsidiary, or for which any
claim may be made against the Borrower or any Subsidiary, on account of wages
and employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of the Borrower or such Subsidiary. The
consummation of the Transactions will not give rise to any right of termination
or right of renegotiation on the part of any union under any collective
bargaining agreement to which the Borrower or any Subsidiary is bound.

      SECTION 3.20. SOLVENCY. Immediately after the consummation of the Second
Restatement Closing Date Transactions, (i) the fair value of the assets of the
Borrower, at a fair valuation, will exceed its debts and liabilities,
subordinated, contingent or otherwise; (ii) the present fair saleable value of
the property of the Borrower will be greater than the amount that will be
required to pay the probable liability of its debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (iii) the Borrower will be able to pay its debts
and liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (iv) the Borrower will not have
unreasonably small capital with which to conduct the business in which it is
engaged as such
<PAGE>
                                                                              53


business is now conducted and is proposed to be conducted following the Second
Restatement Closing Date.


                                   ARTICLE IV

                              CONDITIONS PRECEDENT

      SECTION 4.1. ALL CREDIT EVENTS. The obligations of the Lenders to make
Loans (other than a Borrowing pursuant to Section 2.02(f)) and of the Issuing
Bank to issue Letters of Credit hereunder are subject to the satisfaction of the
conditions that on the date of each issuance of a Letter of Credit and each
Borrowing of a Loan (other than a Borrowing pursuant to Section 2.02(f))(each
such event being called a "CREDIT EVENT"):

      (a) REQUEST. The Borrower shall have delivered a Borrowing Request to the
Administrative Agent, a notice to the Swingline Lender in accordance with
Section 2.23(b) or an Issuance Request to the Administrative Agent and the
Issuing Bank, as the case may be.

      (b) REPRESENTATIONS AND WARRANTIES. The representations and warranties set
forth in Article III hereof shall be true and correct in all material respects
on and as of the date of such Credit Event, both before and after giving effect
to the Second Restatement Closing Date Transactions, with the same effect as
though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date.

      (c) NO DEFAULT. The Borrower shall be in compliance with all the terms and
provisions set forth herein and in each other Credit Document on its part to be
observed or performed, and at the time of and immediately after such Credit
Event, no Event of Default or Default shall have occurred and be continuing.

      Each Credit Event shall be deemed to constitute a representation and
warranty by the Borrower on the date of such Credit Event as to the matters
specified in clauses (b) and (c) of this Section.

      SECTION 4.02.  SECOND RESTATEMENT CLOSING DATE.  The effectiveness of
the second amendment and restatement of the Existing Credit Agreement by
this Agreement and the obligations of the Lenders to make Term Loans
hereunder are subject to the satisfaction of the following conditions on or
prior to March 15, 2001:

            (a) The Administrative Agent shall have received from each party
      hereto a counterpart of this Agreement signed on behalf of such party.

            (b) NOTES. Each Lender that shall have requested a Note or Notes as
      provided in Section 2.04 shall have received such Note or Notes, duly
      executed by the Borrower.

            (c) ORGANIZATIONAL DOCUMENTS. The Administrative Agent shall have
      received (i) a copy of the certificate or articles of incorporation,
      including all amendments thereto, of each Obligor, certified as of a
      recent date by the Secretary of State or comparable official of the state
      or other jurisdiction of its organization, and a certificate as to the
      good standing of each Obligor as of a recent date from such Secretary of
      State or other official; (ii) a certificate of the Secretary or Assistant
      Secretary of each Obligor dated the
<PAGE>
                                                                              54


      Second Restatement Closing Date and certifying (A) that attached thereto
      is a true and complete copy of the by-laws of such Obligor as in effect on
      the Second Restatement Closing Date and at all times since a date prior to
      the date of the resolutions described in clause (B) below, (B) that
      attached thereto is a true and complete copy of resolutions duly adopted
      by the Board of Directors of such Obligor authorizing the execution,
      delivery and performance of the Credit Documents to which such person is a
      party and, in the case of the Borrower, the Borrowings hereunder, and that
      such resolutions have not been modified, rescinded or amended and are in
      full force and effect, (C) that the certificate or articles of
      incorporation of such Obligor have not been amended since the date of the
      last amendment thereto shown on the certified copy thereof furnished
      pursuant to clause (i) above, and (D) as to the incumbency and specimen
      signature of each officer executing any Credit Document or any other
      document delivered in connection herewith on behalf of such Obligor; (iii)
      a certificate of another officer as to the incumbency and specimen
      signature of the Secretary or Assistant Secretary executing the
      certificate pursuant to (ii) above; and (iv) such other documents as the
      Lenders, the Issuing Bank or the Administrative Agent may reasonably
      request.

            (d) OFFICER'S CERTIFICATE. The Administrative Agent shall have
      received a certificate, dated the Second Restatement Closing Date and
      signed by the Chief Financial Officer of the Borrower, confirming
      compliance with the conditions precedent set forth in clauses (b) and (c)
      of Section 4.01 immediately prior to, and after giving effect to, the
      Second Restatement Closing Date Transactions.

            (e)  GUARANTEE REQUIREMENT.  The Guarantee Requirement shall be
      satisfied.

            (f) COLLATERAL REQUIREMENT. The Collateral Requirement shall be
      satisfied, except for the provisions of clause (d) of the definition of
      the term "Collateral Requirement".

            (g) PERFECTION CERTIFICATE. The Collateral Agent shall have received
      a Perfection Certificate dated the Second Restatement Closing Date and
      duly executed by an Officer of the Borrower.

            (h) LIEN SEARCHES. The Collateral Agent shall have received the
      results of a search of the Uniform Commercial Code (or equivalent) filings
      made with respect to the Borrower and the Domestic Subsidiaries in the
      states (or other jurisdictions) in which the chief executive offices of
      such persons or any offices of such persons in which records have been
      kept relating to Accounts are located, and the other jurisdictions in
      which Uniform Commercial Code (or equivalent) filings are to be made
      pursuant to paragraph (f) above, together with copies of the financing
      statements (or similar documents) disclosed by such search, and
      accompanied by evidence satisfactory to the Collateral Agent that the
      Liens indicated in any such financing statement (or similar document)
      would be permitted under Section 6.02 or have been released.

            (i) INSURANCE. The Administrative Agent shall have received a copy
      of, or a certificate as to coverage under, the insurance policies required
      by Section 5.02 and the applicable provisions of the Collateral Documents,
      each of which shall be endorsed or otherwise amended to include a
      "standard" or "New York" lender's loss payable endorsement and to name the
      Collateral Agent as additional insured, in form and substance satisfactory
      to the Administrative Agent.
<PAGE>
                                       55


            (j) TAXES. The Lenders shall be reasonably satisfied in all respects
      (i) with the tax position and the contingent tax and other liabilities of
      the Borrower for prior operating periods, and with the plans of the
      Borrower with respect thereto, and (ii) with any tax sharing agreements
      among the Borrower and the Subsidiaries and/or any other person after
      giving effect to the Transactions and the other transactions contemplated
      hereby.

            (k) ENVIRONMENTAL AND EMPLOYEE MATTERS. The Lenders shall be
      satisfied as to the amount and nature of any environmental and employee
      health and safety exposures to which the Borrower and the Subsidiaries may
      be subject and the plans of the Borrower with respect thereto.

            (l) PAYMENTS OF FEES, ETC. The Administrative Agent shall have
      received all Fees and other amounts due and payable on or prior to the
      Second Restatement Closing Date, including, to the extent invoiced,
      reimbursement or payment of all out-of-pocket expenses required to be
      reimbursed or paid by the Borrower hereunder or under any other Credit
      Document.

            (m) OPINIONS. The Administrative Agent shall have received, on
      behalf of itself and the Lenders, a favorable written opinion of Proskauer
      Rose LLP, counsel for the Borrower, substantially to the effect set forth
      in Exhibit K, (i) dated the Second Restatement Closing Date, (ii)
      addressed to the Administrative Agent and the Lenders, and (iii) covering
      such other matters relating to the Credit Documents and the Transactions
      as the Administrative Agent shall reasonably request, and the Borrower
      hereby requests such counsel to deliver such opinion.

            (n) CLINFORCE ACQUISITION. The Clinforce Acquisition shall have
      been, or shall substantially simultaneously with the Credit Event on the
      Second Restatement Closing Date be, consummated in accordance with the
      Stock Purchase Agreement and applicable law, without any amendment to or
      waiver of any material terms or conditions of the Stock Purchase Agreement
      not approved by the Lenders. The Lenders and the Issuing Bank shall have
      received executed copies of the Stock Purchase Agreement and all
      certificates, opinions and other documents delivered in connection
      therewith, all certified by the Chief Financial Officer of the Borrower as
      complete and correct.

            (o) SECOND RESTATEMENT CLOSING DATE TRANSACTIONS. The terms on which
      the Second Restatement Closing Date Transactions shall have been completed
      and the capitalization (including Indebtedness) of the Borrower and the
      Subsidiaries after giving effect to the Second Restatement Closing Date
      Transactions shall be consistent in all material respects with the pro
      forma financial statements and projections provided to the Lenders prior
      to the Second Restatement Closing Date.

            (p) INDEBTEDNESS. The Borrower and the Subsidiaries shall have
      outstanding no Indebtedness other than the Indebtedness hereunder, the
      Subordinated Debt and the other indebtedness set forth on Schedule 6.01.

            (q) SUBORDINATED DEBT. The Administrative Agent shall have received
      a certificate, dated the Second Restatement Closing Date and signed by the
      Chief Financial Officer of the Borrower, setting forth the calculation of
      the Debt/Adjusted EBITDA Ratio (as defined in the Subordinated Debt
      Agreement) as of the Second Restatement Closing Date.


<PAGE>
                                                                              56


            (r) LEGAL MATTERS. All legal matters incidental to this Agreement,
      the Transactions and the Credit Documents shall be satisfactory to the
      Lenders, to the Issuing Bank and to Cravath, Swaine & Moore, counsel for
      the Administrative Agent.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

      The Borrower covenants and agrees with each Lender that so long as this
Agreement shall remain in effect and until the Commitments have been terminated
and the principal of and interest on each Loan, all Fees and all other expenses
or amounts payable under any Loan Document shall have been paid in full and all
Letters of Credit have been canceled or have expired and all amounts drawn
thereunder have been reimbursed in full, unless the Required Lenders shall
otherwise consent in writing:

      SECTION 5.01. EXISTENCE; BUSINESSES AND PROPERTIES. (a) The Borrower will,
and will cause each of the Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence, except as otherwise expressly permitted under Section 6.05.

      (b) The Borrower will, and will cause each of the Subsidiaries to, do or
cause to be done all things necessary to obtain, preserve, renew, extend and
keep in full force and effect the rights, licenses, permits, franchises,
authorizations, patents, copyrights, trademarks and trade names material to the
conduct of its business; maintain and operate such business in substantially the
manner in which it is presently conducted and operated; comply in all material
respects with all applicable laws, rules, regulations and decrees and orders of
any Governmental Authority, whether now in effect or hereafter enacted, except
where failure to do so will not have a Material Adverse Effect; and at all times
maintain and preserve all property material to the conduct of such business and
keep such property in good repair, working order and condition and from time to
time make, or cause to be made, all needful and proper repairs, renewals,
additions, improvements and replacements thereto necessary in order that the
business carried on in connection therewith may be properly conducted at all
times.

      SECTION 5.02. INSURANCE. The Borrower will, and will cause each of the
Subsidiaries to, keep its insurable properties adequately insured at all times
by financially sound and reputable insurers; maintain such other insurance, to
such extent and against such risks, including business interruption, fire and
other risks insured against by extended coverage, as is customary with companies
in the same or similar businesses operating in the same or similar locations,
including general liability insurance against claims for personal injury or
death or property damage occurring upon, in, about or in connection with the use
of any properties owned, occupied or controlled by it, and professional
liability insurance; and maintain such other insurance as may be required by
law.

      SECTION 5.03. OBLIGATIONS AND TAXES. The Borrower will, and will cause
 each of the Subsidiaries to, pay its Indebtedness and other obligations
 promptly and in accordance with their terms and pay and discharge promptly when
 due all taxes, assessments and governmental charges or levies imposed upon it
 or upon its income or profits or in respect of its property, before the same
 shall become delinquent or in default, as well as all lawful claims for labor,
 materials and supplies or otherwise that, if unpaid, might give rise to a Lien
 upon such properties or any part
<PAGE>
                                                                              57


thereof; PROVIDED, HOWEVER, that such payment and discharge shall not be
required with respect to any such tax, assessment, charge, levy or claim so long
as the validity or amount thereof shall be contested in good faith by
appropriate proceedings and the Borrower shall have set aside on its books
adequate reserves with respect thereto in accordance with GAAP and such contest
operates to suspend collection of the contested obligation, tax, assessment or
charge and enforcement of a Lien.

      SECTION 5.04.  FINANCIAL STATEMENTS, REPORTS, ETC.  The Borrower will
furnish to the Administrative Agent and each Lender:

            (a) within 90 days after the end of each fiscal year, its
      consolidated and consolidating balance sheets and related statements of
      income, stockholders' equity and cash flows showing the financial
      condition of the Borrower and the consolidated Subsidiaries as of the
      close of such fiscal year and the results of its operations and the
      operations of such Subsidiaries during such year, all audited by Ernst &
      Young LLP or other independent public accountants of recognized national
      standing acceptable to the Required Lenders and accompanied by an opinion
      of such accountants (which shall not be qualified) to the effect that such
      consolidated financial statements fairly present the financial condition
      and results of operations of the Borrower and the consolidated
      Subsidiaries on a consolidated basis in accordance with GAAP consistently
      applied;

            (b) within 45 days after the end of each of the first three fiscal
      quarters of each fiscal year, its consolidated balance sheets and related
      statements of income (setting forth revenues by business line),
      stockholder's equity and cash flows showing the financial condition of the
      Borrower and the consolidated Subsidiaries as of the close of such fiscal
      quarter and the results of its operations and the operations of such
      Subsidiaries during such fiscal quarter and the then elapsed portion of
      the fiscal year, all certified by the Borrower's Chief Financial Officer
      as fairly presenting the financial condition and results of operations of
      the Borrower and the consolidated Subsidiaries on a consolidated basis in
      accordance with GAAP consistently applied, subject to normal year-end
      audit adjustments;

            (c) within 45 days after the end of each of month, its consolidated
      balance sheet and related statement of income (setting forth revenues by
      business line) showing the financial condition of the Borrower and the
      consolidated Subsidiaries as of the close of such month (together with the
      consolidated balance sheets of the Borrower and the consolidated
      Subsidiaries (i) as of the close of such month projected in the budget
      previously delivered to the Administrative Agent pursuant to clause (g)
      below and (ii) as of the close of the same month in the prior fiscal year)
      and the results of operations of the Borrower and the consolidated
      Subsidiaries during such month and the then elapsed portion of the fiscal
      year (together with the statements of income showing the results of
      operations of the Borrower and the consolidated Subsidiaries (i) for such
      month and the then elapsed portion of the fiscal year as projected in the
      budget previously delivered to the Administrative Agent pursuant to clause
      (g) below and (ii) for such month in the prior fiscal year and the then
      elapsed portion of such prior fiscal year), all certified by its Chief
      Financial Officer as fairly presenting the financial condition and results
      of operations of the Borrower and the consolidated Subsidiaries on a
      consolidated basis in accordance with GAAP consistently applied, subject
      to the absence of footnotes and normal year-end audit adjustments;

<PAGE>
                                                                              58


            (d) concurrently with any delivery of financial statements under
      clause (a), (b) or (c), a certificate of the accounting firm or the Chief
      Financial Officer opining on or certifying such statements (which
      certificate, when furnished by an accounting firm, may be limited to
      accounting matters and disclaim responsibility for legal interpretations)
      (i) certifying that no Event of Default or Default has occurred or, if
      such an Event of Default or Default has occurred, specifying the nature
      and extent thereof and any corrective action taken or proposed to be taken
      with respect thereto and (ii) setting forth computations in reasonable
      detail satisfactory to the Administrative Agent demonstrating compliance
      with the covenants contained in Section 6.11, 6.12, 6.13, 6.14 and 6.15;

            (e) concurrently with any delivery of financial statements
      under clause (a) or (b), a Pricing Adjustment Certificate;

            (f) not later than 30 days after the first day of the Borrower's
      fiscal year, copies of the Borrower's annual consolidated budget for such
      fiscal year all in form and substance reasonably satisfactory to the
      Administrative Agent;

            (g) promptly after the same become publicly available, copies of all
      periodic and other reports, proxy statements and other materials filed by
      the Borrower or any Subsidiary with the Securities and Exchange
      Commission, or any Governmental Authority succeeding to any or all of the
      functions of said Commission, or with any national securities exchange, or
      distributed to its shareholders, as the case may be; and

            (h) promptly, from time to time, such other information regarding
      the operations, business affairs and financial condition of the Borrower
      or any Subsidiary, or compliance with the terms of any Credit Document, as
      the Administrative Agent or any Lender may reasonably request.

      SECTION 5.05.  LITIGATION AND OTHER NOTICES.  The Borrower will
promptly after an Officer becomes aware thereof, furnish to the
Administrative Agent, the Issuing Bank  and each Lender prompt written
notice of the following:

            (a) any Event of Default or Default, specifying the nature and
      extent thereof and the corrective action (if any) taken or proposed to be
      taken with respect thereto;

            (b) the filing or commencement of, or any threat or notice of
      intention of any person to file or commence, any action, suit or
      proceeding, whether at law or in equity or by or before any Governmental
      Authority, against the Borrower or any Affiliate thereof that could
      reasonably be expected to result in a Material Adverse Effect; and

            (c) any development that has resulted in, or could reasonably be
      expected to result in, a Material Adverse Effect.

      SECTION 5.06. EMPLOYEE BENEFITS. (a) The Borrower will, and will cause
 each of the Subsidiaries to, comply in all material respects with the
 applicable provisions of ERISA and the Code and (b) furnish to the
 Administrative Agent (i) as soon as possible after, and in any event within 10
 days after any Officer of the Borrower or any ERISA Affiliate knows or has
 reason to know that, any ERISA Event has occurred that, alone or together with
 any other ERISA Event could reasonably be expected to result in liability of
 the Borrower in an aggregate amount exceeding $2,000,000 or requiring payments
 exceeding $1,000,000 in any year, a statement of
<PAGE>
                                                                              59


the Chief Financial Officer of the Borrower setting forth details as to such
ERISA Event and the action, if any, that the Borrower proposes to take with
respect thereto.

      SECTION 5.07. MAINTAINING RECORDS; ACCESS TO PROPERTIES AND INSPECTIONS.
The Borrower will, and will cause each of the Subsidiaries to, keep proper books
of record and account, in a manner consistent with requirements of law and with
sound business practice so as to permit the preparation of financial statements
in conformity with GAAP, in which full, true and correct entries in conformity
with GAAP and all requirements of law are made of all dealings and transactions
in relation to its business and activities. The Borrower will, and will cause
each of the Subsidiaries to, permit any representatives designated by the
Administrative Agent or any Lender to visit and inspect the financial records
and the properties of the Borrower or any Subsidiary at reasonable times and as
often as reasonably requested and to make extracts from and copies of such
financial records, and permit any representatives designated by the
Administrative Agent or any Lender to discuss the affairs, finances and
condition of the Borrower or any Subsidiary with the officers thereof and
independent accountants therefor.

      SECTION 5.08.  USE OF PROCEEDS; MARGIN STOCK.  (a)  The proceeds of
the Term Loans and of the Revolving Loans made on the Second Restatement
Closing Date shall be used solely for the purposes set forth in the
preamble to this Agreement.

      (b) The proceeds of Revolving Loans and Swingline Loans made after the
Second Restatement Closing Date may be used for working capital and general
corporate purposes of the Borrower (including, in the case of Revolving Loans,
Permitted Acquisitions).

      (c) The Letters of Credit may be used for general corporate purposes.

      (d) Notwithstanding the foregoing, no part of the proceeds of any Loan or
any Letter of Credit will be used, whether directly or indirectly, and whether
immediately, incidentally or ultimately, (i) to buy or carry Margin Stock or to
extend credit to others for the purpose of buying or carrying Margin Stock or to
refund indebtedness originally incurred for such purpose, or (ii) for any
purpose that entails a violation of, or that is inconsistent with, the
provisions of the Regulations of the Board, including Regulation U or X.

      SECTION 5.09. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Borrower will, and
will cause each of the Subsidiaries to, comply, and cause all lessees and other
persons occupying its Environmental Properties to comply, in all material
respects with all Environmental Laws and Environmental Permits applicable to its
operations and Environmental Properties; obtain and renew all material
Environmental Permits necessary for its operations and Environmental Properties;
and conduct any Remedial Action in accordance with Environmental Laws, except to
the extent that the failure to do the same could not reasonably be expected to
result in a Material Adverse Effect; PROVIDED, HOWEVER, that none of the
Borrower or any of the Subsidiaries shall be required to undertake any Remedial
Action to the extent that its obligation to do so is being contested in good
faith and by proper proceedings and appropriate reserves are being maintained
with respect to such circumstances.

      SECTION 5.10. FURTHER ASSURANCES. (a) The Borrower will, and will cause
each of the Subsidiaries to, execute any and all further documents, financing
statements, agreements and instruments, and take all further action (including
filing Uniform Commercial Code and other financing statements, mortgages and
deeds of trust) that may be required under applicable law, or that the Required
Lenders, the Administrative Agent or the Collateral Agent may reasonably
<PAGE>
                                       60


request, in order to cause the Guarantee Requirement and the Collateral
Requirement to be satisfied at all times.

      (b) The Borrower will, and will cause each of the Subsidiaries to, from
time to time, at the request of the Administrative Agent or the Required
Lenders, take all such actions as the Collateral Agent shall specify to create
and perfect Liens on any properties or assets of the Borrower or the Domestic
Subsidiaries that have substantial value and are not subject to the Liens
created by the Collateral Documents to secure the Obligations.

      SECTION 5.11. INTEREST RATE AGREEMENTS. The Borrower shall, within 75 days
following the Second Restatement Closing Date, enter into (and thereafter
maintain in effect until the date that is three years after the Original Closing
Date) Interest Rate Agreements providing for an interest rate cap reasonably
acceptable to the Administrative Agent in a notional amount equal to $45,000,000
with a counterparty reasonably satisfactory to the Administrative Agent.


                                   ARTICLE VI

                               NEGATIVE COVENANTS

      The Borrower covenants and agrees with each Lender that, so long as this
Agreement shall remain in effect and until the Commitments have been terminated
and the principal of and interest on each Loan, all Fees and all other expenses
or amounts payable under any Credit Document have been paid in full and all
Letters of Credit have been canceled or have expired and all amounts drawn
thereunder have been reimbursed in full, unless the Required Lenders shall
otherwise consent in writing:

      SECTION 6.01.  INDEBTEDNESS.  (a)  The Borrower will not, and will
not cause or permit any Subsidiary to, incur, create, assume or permit to
exist any Indebtedness, except:

            (i) Indebtedness for borrowed money existing on the Second
      Restatement Closing Date and set forth in Schedule 6.01;

            (ii) Indebtedness created hereunder and under the other Credit
      Documents;

            (iii) the Subordinated Debt;

            (iv) Indebtedness of the Borrower to any wholly owned Subsidiary and
      of any wholly owned Subsidiary to the Borrower or any other wholly owned
      Subsidiary; PROVIDED, that (A) in the case of any such Indebtedness in an
      amount greater than $1,000,000 owed to the Borrower or any Domestic
      Subsidiary, such Indebtedness is evidenced by a promissory note that has
      been pledged as security for the Obligations under the Pledge Agreement,
      (B) in the case of any such Indebtedness in an amount greater than
      $1,000,000 owed by the Borrower or a Domestic Subsidiary to any Foreign
      Subsidiary, such Indebtedness is subordinated to the Obligations on terms
      satisfactory to the Administrative Agent and (C) in the case of all such
      Indebtedness, the loans and advances giving rise thereto are permitted
      under Section 6.04;

            (v) Indebtedness of the Borrower or any Subsidiary consisting of (A)
      Capital Lease Obligations and (B) purchase money obligations in respect of
      real property or
<PAGE>
                                       61


      equipment, in either case incurred in the ordinary course of business
      after the Original Closing Date, and extensions, renewals and replacements
      of such Capital Lease Obligations or purchase money obligations; PROVIDED
      that the aggregate principal amount of the Capital Lease Obligations,
      purchase money obligations and extensions, renewals and replacements
      thereof incurred pursuant to this clause (v) and outstanding at any time
      shall not exceed $4,000,000;

            (vi) Indebtedness of the Borrower created under Hedging Obligations
      required under Section 5.12 or entered into in the ordinary course of
      business to hedge or mitigate risks to which the Borrower or any
      Subsidiary is exposed in the conduct of its business or the management of
      its liabilities and not for speculative purposes;

            (vii) Indebtedness of any Subsidiary that existed at the time such
      person became a Subsidiary and that was not incurred in contemplation of
      the acquisition by the Borrower or another Subsidiary of such Subsidiary;
      PROVIDED that the aggregate principal amount of Indebtedness permitted by
      this clause (vii) shall not exceed $4,000,000 at any time outstanding;

            (viii) obligations with respect to surety bonds obtained by the
      Borrower or any of the Subsidiaries in the ordinary course of business to
      secure their obligations with respect to applicable workmen's compensation
      laws; PROVIDED that the aggregate principal amount of such obligations
      shall not exceed $3,000,000 at any time outstanding;

            (ix) Indebtedness of the Borrower or any of the Subsidiaries
      incurred to finance insurance premiums; PROVIDED that the aggregate
      principal amount of Indebtedness permitted by this clause (ix) shall not
      exceed $2,000,000 at any time outstanding;

            (x) unsecured Indebtedness of the Borrower or any of the
      Subsidiaries to the seller of any business incurred in connection with a
      Permitted Acquisition of such business; PROVIDED that (A) such
      Indebtedness is subordinated to the Obligations on terms acceptable to the
      Administrative Agent, (B) the terms of such Indebtedness shall not provide
      for any maturity, amortization, sinking fund payment, mandatory
      redemption, other required repayment or repurchase of, or cash interest or
      other similar payment with respect to, such Indebtedness, in each case
      prior to the Term Loan Maturity Date (except that deferred payments
      related to Permitted Acquisitions shall not be subject to this clause
      (B)), (C) the covenants and events of default relating to such
      Indebtedness shall be no more restrictive than those relating to the
      Subordinated Debt contained in the Subordinated Debt Agreement as in
      effect on the Original Closing Date and (D) the aggregate principal amount
      of Indebtedness permitted by this clause (x) shall not exceed $13,000,000
      at any time outstanding; and

             (xi) other unsecured Indebtedness of the Borrower and the
      Subsidiaries in an aggregate principal amount not exceeding
      $5,000,000;

PROVIDED, HOWEVER, that the aggregate principal amount of Indebtedness permitted
by the foregoing clauses (i) and (iv)-(xi), excluding deferred payments related
to Permitted Acquisitions, shall not exceed $10,000,000 at any time outstanding.

            (b) The Borrower will not, and will not cause or permit any
Subsidiary to, issue any Equity Interests other than (i) common stock of the
Borrower, (ii) Preferred Stock of the
<PAGE>
                                       62


Borrower (A) that is not Disqualified Stock and (B) the terms of which do not
provide for the declaration or payment of any dividend or distribution (other
than in additional shares of such Preferred Stock or in common stock) on or
prior to the Term Loan Maturity Date and (iii) common stock of Subsidiaries
issued to the Borrower or other Subsidiaries.

      SECTION 6.02. LIENS. The Borrower will not, and will not cause or permit
any Subsidiary to, create, incur, assume or permit to exist any Lien on any
property or assets (including Equity Interests, Rights or other securities of
any person, including any Subsidiary) now owned or hereafter acquired by it or
on any income or revenues or rights in respect thereof, or assign or transfer
any such income or revenues or rights in respect thereof, except:

            (a) Liens on property or assets existing on the Second Restatement
      Closing Date and set forth in Schedule 6.02; PROVIDED that such Liens
      shall extend only to those assets to which they extend on the Second
      Restatement Closing Date and shall secure only those obligations which
      they secure on the Second Restatement Closing Date;

            (b) Liens created under the Credit Documents;

            (c) any Lien existing on any property or asset prior to the
      acquisition thereof by the Borrower or any Subsidiary, which properties
      and assets are acquired after the Original Closing Date; PROVIDED that (i)
      such Lien is not created in contemplation of or in connection with such
      acquisition, (ii) such Lien does not apply to any other property or assets
      of the Borrower or any Subsidiary and (iii) such Lien does not (A)
      materially interfere with the use, occupancy and operation of any asset or
      property subject thereto, (B) materially reduce the fair market value of
      such asset or property but for such Lien or (C) result in any material
      increase in the cost of operating, occupying or owning or leasing such
      asset or property;

            (d) Liens for taxes not yet due or which are being contested in
      compliance with Section 5.03;

            (e) carriers', warehousemen's, mechanics', materialmen's,
      repairmen's or other like Liens arising in the ordinary course of business
      and securing obligations that are not due and payable or that are being
      contested in compliance with Section 5.03;

            (f) pledges and deposits made in the ordinary course of business to
      comply with workmen's compensation, unemployment insurance and other
      social security laws or regulations;

            (g) zoning restrictions, easements, rights-of-way, restrictions on
      use of real property and other similar encumbrances incurred in the
      ordinary course of business which, in the aggregate, are not substantial
      in amount and do not materially detract from the value of the property
      subject thereto or interfere with the ordinary conduct of the business of
      the Borrower or any Subsidiary;

            (h) judgment liens securing judgments that have not resulted in
      an Event of Default under paragraph (i) of Article VII;

            (i) purchase money security interests in real property, improvements
      thereto or equipment hereafter acquired (or, in the case of improvements,
      constructed) by the
<PAGE>
                                                                              63


      Borrower or any of the Subsidiaries; PROVIDED that (i) such security
      interests secure Indebtedness permitted by Section 6.01(a)(v), (ii) such
      security interests are incurred, and the Indebtedness secured thereby is
      created, within 90 days after such acquisition (or construction), (iii)
      the Indebtedness secured thereby does not exceed the lesser of the cost or
      the Fair Market Value of such real property, improvements or equipment at
      the time of such acquisition (or construction) and (iv) such security
      interests do not apply to any other property or assets of the Borrower or
      any of the Subsidiaries;

            (j) the interests of lessors with respect to Capital Lease
      Obligations  permitted under Section 6.01(a)(v);

            (k) deposits to secure the performance of bids, trade contracts
      (other than for Indebtedness), leases (other than Capital Lease
      Obligations), statutory obligations, surety and appeal bonds, performance
      bonds and other obligations of a like nature incurred in the ordinary
      course of business; and

            (l) other Liens on property or assets of the Borrower and the
      Subsidiaries securing obligations in an aggregate amount at any time not
      to exceed $2,000,000.

       SECTION 6.03. SALE AND LEASE-BACK TRANSACTIONS. The Borrower will not,
 and will not cause or permit any Subsidiary to, enter into any arrangement,
 directly or indirectly, with any person whereby it shall sell or transfer any
 property, real or personal, used or useful in its business, whether now owned
 or hereafter acquired, and thereafter rent or lease such property or other
 property which it intends to use for substantially the same purpose or purposes
 as the property being sold or transferred.

       SECTION 6.04.  INVESTMENTS, LOANS AND ADVANCES.  The Borrower will
 not, and will not cause or permit any Subsidiary to, make or permit to
 exist any Investment in any other person, except:

             (a) Investments by the Borrower or any Subsidiary existing on
       the Second Restatement Closing Date and set forth on Schedule 6.04;

             (b) Investments in any Subsidiary by the Borrower or any other
       Subsidiary existing on the Second Restatement Closing Date;

             (c) (i) additional Investments in wholly owned Domestic
       Subsidiaries (PROVIDED that management or pre-acquisition holders of
       Equity Interests of any such Domestic Subsidiary acquired pursuant to a
       Permitted Acquisition may own up to 10% in the aggregate of the Equity
       Interests of such Subsidiary so long as no more than two Subsidiaries
       that are less than wholly owned Subsidiaries are created or acquired
       during the term of this Agreement) and (ii) additional Investments in
       wholly owned Foreign Subsidiaries in an aggregate amount not greater than
       $2,000,000 during any fiscal year of the Borrower, in each case to the
       extent any resulting Indebtedness is permitted under Section 6.01(a)(iv);

             (d) Investments in the form of loans and advances to employees
       in an aggregate amount outstanding at any time not to exceed $250,000;

             (e) Permitted Acquisitions;

<PAGE>
                                                                              64


             (f) Permitted Investments; and

             (g) other Investments in an aggregate amount not greater than
       $2,000,000 at any time.

       SECTION 6.05. MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SALES OF ASSETS.
 (a) The Borrower will not, and will not cause or permit any Subsidiary to,
 merge into or consolidate with any other person, or permit any other person to
 merge into or consolidate with it, PROVIDED that if at the time thereof and
 immediately after giving effect thereto no Event of Default or Default shall
 have occurred and be continuing (i) any wholly owned Subsidiary may merge into
 the Borrower in a transaction in which the Borrower is the surviving
 corporation, (ii) any wholly owned Subsidiary may merge into or consolidate
 with any other wholly owned Subsidiary in a transaction in which the surviving
 entity is a wholly owned Subsidiary and no person other than the Borrower or a
 wholly owned Subsidiary receives any consideration and (iii) any Subsidiary may
 merge with or into or consolidate with the relevant Target in connection with a
 Permitted Acquisition, including the Merger (PROVIDED that, except as permitted
 by clause (d) of the definition of the term "Permitted Acquisition", the
 percentage of Voting Stock of such Subsidiary owned directly or indirectly by
 the Borrower shall not change as a result of such merger or consolidation).

       (b) The Borrower will not, and will not cause or permit any Subsidiary
 to, enter into any Asset Acquisition or Stock Acquisition other than a
 Permitted Acquisition.

       (c) The Borrower will not, and will not cause or permit any Subsidiary
 to, enter into any Asset Disposition (other than Asset Dispositions involving
 assets with an aggregate book value and Fair Market Value not in excess of
 $2,000,000 during the term of this Agreement and the proceeds of which are
 applied in accordance with Section 2.13(c)).

       SECTION 6.06.  DIVIDENDS AND DISTRIBUTIONS; RESTRICTIONS ON REPAYMENT
 OF INDEBTEDNESS AND ABILITY OF SUBSIDIARIES TO PAY DIVIDENDS.  (a)  The
 Borrower will not, and will not cause or permit any Subsidiary to, directly
 or indirectly:

             (i) declare or pay any dividend or make any distribution (whether
       in cash, securities or other property) on or with respect to the Equity
       Interests of the Borrower or any Subsidiary except for (A) dividends paid
       by Subsidiaries ratably to the holders of their common stock or other
       Equity Interests and (B) dividends paid by the Borrower solely in its
       common stock (or, in the case of Preferred Stock permitted by Section
       6.01(b), in additional shares of such Preferred Stock or common stock of
       the Borrower); or

             (ii) purchase, repurchase, redeem, retire or otherwise acquire for
       value any Equity Interests or Rights of the Borrower or any Affiliate of
       the Borrower held by persons other than the Borrower or a wholly owned
       Subsidiary or any securities exchangeable for or convertible into any
       such Equity Interests or Rights; PROVIDED, HOWEVER, that the Borrower may
       repurchase, redeem, retire or otherwise acquire Equity Interests or
       Rights of the Borrower owned by employees of the Borrower and the
       Subsidiaries or their assigns, estates and heirs, at a price not in
       excess of fair market value determined in good faith by the Board of
       Directors of the Borrower, in an aggregate amount not to exceed
       $4,000,000 during the term of this Agreement.
<PAGE>
                                                                              65


       (b) The Borrower will not, and will not cause or permit any Subsidiary
 to, make or agree to pay or make, directly or indirectly, any payment or other
 distribution (whether in cash, securities or other property) of or in respect
 of principal of or interest on any Indebtedness, or any payment or other
 distribution (whether in cash, securities or other property), including any
 sinking fund or similar deposit, on account of the purchase, redemption,
 retirement, acquisition, cancelation or termination of any Indebtedness,
 except:

             (i) payment of Indebtedness created under the Credit Documents;

             (ii) payment of mandatory interest and principal payments as and
       when due in accordance with the terms of any Indebtedness, other than
       payments in respect of the Subordinated Debt or other subordinated
       obligations prohibited by the subordination provisions thereof; PROVIDED,
       HOWEVER, that (A) prior to October 1, 2004, all payments of interest with
       respect to the Subordinated Debt shall be made in kind through the
       issuance of additional Subordinated Notes having terms identical to the
       terms of the Subordinated Notes as in effect on the Original Closing Date
       and (B) with respect to all cash interest payments in respect of the
       Subordinated Debt made on or after October 1, 2004, at the time such
       interest payment is made, no Default shall have occurred and be
       continuing and the Borrower shall be in compliance, on a pro forma basis
       after giving effect to such interest payment, with the covenants
       contained in Sections 6.13, 6.14 and 6.15;

             (iii) refinancings of Indebtedness to the extent permitted by
       Section 6.01; and

             (iv) payment of secured Indebtedness that becomes due as a result
       of the voluntary sale or transfer of the property or assets securing such
       Indebtedness.

       (c) The Borrower will not, and will not cause or permit any Subsidiary
 to, directly or indirectly, create or otherwise cause or suffer to exist or
 become effective any contractual or consensual encumbrance or restriction on
 the ability of any such Subsidiary to (i) pay any dividends or make any other
 distributions on its Equity Interests or (ii) make or repay any loans or
 advances to the Borrower or to any other Subsidiary.

       SECTION 6.07. TRANSACTIONS WITH AFFILIATES. Except as set forth on
 Schedule 6.07, the Borrower will not, and will not cause or permit any
 Subsidiary to, sell or transfer any property or assets to, or purchase or
 acquire any property or assets from, or otherwise engage in any other
 transactions with, any of its Affiliates except that the Borrower or any
 Subsidiary may engage in any of the foregoing transactions in the ordinary
 course of business at prices and on terms and conditions not less favorable to
 the Borrower or such Subsidiary than could be obtained on an arm's-length basis
 from an unrelated third party.

       SECTION 6.08. BUSINESS OF THE BORROWER AND SUBSIDIARIES. The Borrower
 will not, and will not cause or permit any Subsidiary to, engage at any time in
 any business or business activity other than businesses in which it is engaged
 on the Second Restatement Closing Date and business activities reasonably
 related thereto.

       SECTION 6.09. MODIFICATION OF CERTAIN AGREEMENTS. The Borrower will not,
 and will not cause or permit any Subsidiary to, consent to any amendment,
 supplement or other modification of any of the terms or provisions contained in
 (a) the Subordinated Debt Agreement, the Subordinated Notes or any other
 document or instrument evidencing or applicable to the Subordinated Debt, (b)
 in the case of any Subsidiary, its certificate of
<PAGE>
                                                                              66


 incorporation, by-laws or other organizational documents (except to the extent
 such amendment, supplement or modification would not adversely affect the
 rights or interests of the Lenders) or (c) the Merger Agreement.

       SECTION 6.10.  FISCAL YEAR.  The Borrower will not change the end
 of  (a) its fiscal year from December 31 to any other date and (b) its
 fiscal quarter from the end of the calendar quarter to any other date.

       SECTION 6.11.  CAPITAL EXPENDITURES.  The Borrower will not, and
 will not cause or permit any of the Subsidiaries to, make Capital
 Expenditures in any fiscal year of the Borrower in excess of the amount set
 forth below opposite such fiscal year:

<TABLE>
<CAPTION>

                                               CASH CAPITAL
                        FISCAL YEAR          EXPENDITURE LIMIT
                        -----------          -----------------
<S>                                            <C>
                            1999                  $400,000
                            2000                $3,000,000
                            2001                $5,000,000
                            2002                $5,000,000
                            2003                $5,000,000
                            2004                $5,000,000
                            2005                $5,000,000
</TABLE>

 PROVIDED, HOWEVER, Capital Expenditures of up to $1,000,000 permitted but not
 made during any fiscal year may be used to increase Capital Expenditures made
 during the following fiscal year.

       SECTION VI.12.  MINIMUM ADJUSTED EBITDA.  The Borrower will not
 permit Adjusted EBITDA for any period of four consecutive fiscal quarters
 ending on any date set forth below to be less than the amount set forth
 below opposite such date:

<TABLE>
<CAPTION>

                 DATE                                  AMOUNT
                 ----                                  ------
<S>                                                  <C>
           December 31, 2000                         $38,500,000
           December 31, 2001                         $45,000,000
           December 31, 2002                         $55,000,000
           December 31, 2003                         $70,000,000
           December 31, 2004                         $80,000,000
           December 31, 2005                         $95,000,000
</TABLE>

       SECTION 6.13. DEBT/ADJUSTED EBITDA RATIO. The Borrower will not permit,
 as of any date during any period set forth below, the ratio of (a) the total
 amount of Debt of the Borrower and the consolidated Subsidiaries as of such
 date to (b) Adjusted EBITDA for the period of four fiscal quarters (including
 with respect to any fiscal quarter of the Borrower ending on or before
 September 30, 2000 such pro forma adjustments as may be necessary to reflect
 CCS's results of operations for periods ended prior to July 29, 1999) most
 recently ended as of such date for which financial statements have been
 delivered under Section 5.04(a) or (b) (the "DEBT/ADJUSTED
<PAGE>
                                                                              67


EBITDA RATIO") to be in excess of the ratio set forth below opposite the period
in which such date occurs:

<TABLE>
<CAPTION>

                   DATE                                  RATIO
                   ----                                  -----
<S>                                                   <C>
December 16, 1999 through June 29, 2000               5.00 to 1.00
June 30, 2000 through December 30, 2000               4.75 to 1.00
December 31, 2000 through March 31, 2001              4.50 to 1.00
April 1, 2001 through June 30, 2001                   4.50 to 1.00
July 1, 2001 through December 30, 2001                4.25 to 1.00
December 31, 2001 through December 30, 2002           3.75 to 1.00
December 31, 2002 through December 30, 2003           3.50 to 1.00
December 31, 2003 through December 30, 2004           2.50 to 1.00
December 31, 2004 and thereafter                      2.00 to 1.00
</TABLE>

       SECTION 6.14. SENIOR DEBT/ADJUSTED EBITDA RATIO. The Borrower will not
 permit, as of any date during any period set forth below, the ratio of (a) the
 total amount of Senior Debt as of such date to (b) Adjusted EBITDA for the
 period of four fiscal quarters (including with respect to any fiscal quarter of
 the Borrower ending on or before September 30, 2000 such pro forma adjustments
 as may be necessary to reflect CCS's results of operations for periods ended
 prior to July 29, 1999) most recently ended as of such date for which financial
 statements have been delivered under Section 5.04(a) or (b) (the "SENIOR
 DEBT/ADJUSTED EBITDA RATIO") to be in excess of the ratio set forth below
 opposite the period in which such date occurs:

<TABLE>
<CAPTION>

                   DATE                                   RATIO
                   ----                                   -----
<S>                                                   <C>
December 16, 1999 through June 29, 2000               4.00 to 1.00
June 30, 2000 through December 30, 2000               3.75 to 1.00
December 31, 2000 through March 31, 2001              3.50 to 1.00
April 1, 2001 through June 30, 2001                   3.50 to 1.00
July 1, 2001 through December 30, 2001                3.25 to 1.00
December 31, 2001 through December 30, 2002           2.75 to 1.00
December 31, 2002 through December 30, 2003           2.00 to 1.00
December 31, 2003 and thereafter                      1.25 to 1.00
</TABLE>

       SECTION 6.15. CONSOLIDATED INTEREST EXPENSE COVERAGE RATIO. The Borrower
 will not permit the ratio of Adjusted EBITDA (including with respect to any
 fiscal quarter of the Borrower ending on or before September 30, 2000 such pro
 forma adjustments as may be necessary to reflect CCS's results of operations
 for periods ended prior to July 29, 1999) to Consolidated Interest Expense for
 any period of four consecutive fiscal quarters ending on any fiscal quarter end
 date during any period set forth below to be less than the ratio set forth
 below opposite such period:

<TABLE>
<CAPTION>

                  DATE                                   RATIO
                  ----                                   -----
<S>                                                   <C>
December 16, 1999 through June 29, 2000               2.80 to 1.00
June 30, 2000 through December 30, 2000
December 31, 2000 through September 30,               3.00 to 1.00
2001                                                  3.50 to 1.00
October 1, 2001 through March 31, 2002                3.75 to 1.00
April 1, 2002 and thereafter                          4.00 to 1.00
</TABLE>

<PAGE>
                                                                              68


                                   ARTICLE VII

                              DEFAULTS AND REMEDIES

       SECTION 7.01.  DEFAULTS AND REMEDIES.

       In case of the happening of any of the following events ("EVENTS OF
 DEFAULT"):

             (a) REPRESENTATIONS AND WARRANTIES. Any representation or warranty
       made or deemed made in or in connection with any Credit Document or in
       connection with any Credit Event, or any representation, warranty,
       statement or information contained in any report, certificate, financial
       statement or other instrument furnished in connection with or pursuant to
       any Credit Document, shall prove to have been false or misleading in any
       material respect when so made, deemed made or furnished.

             (b) PAYMENT OF PRINCIPAL. Default shall be made in the payment of
       any principal of any Loan or the reimbursement with respect to any L/C
       Disbursement when and as the same shall become due and payable, whether
       at the due date thereof or at a date fixed for prepayment thereof or by
       acceleration thereof or otherwise.

             (c) PAYMENT OF INTEREST, FEES, ETC. Default shall be made in the
       payment of any interest on any Loan or L/C Disbursement or any Fee or any
       other amount (other than an amount referred to in clause (b)) due under
       any Credit Document, when and as the same shall become due and payable,
       and such default shall continue unremedied for a period of three Business
       Days.

             (d)  CERTAIN COVENANTS.  Default shall be made in the due
       observance or performance by the Borrower or any Subsidiary of any
       covenant, condition or agreement contained in Section 5.01(a), 5.05
       or 5.08 or in Article VI.

             (e) OTHER COVENANTS. Default shall be made in the due observance or
       performance by the Borrower or any Subsidiary of any covenant, condition
       or agreement contained in any Credit Document (other than those specified
       in clause (b), (c) or (d)) and such default shall continue unremedied for
       a period of 30 days after notice thereof from the Administrative Agent or
       any Lender to the Borrower.

             (f) DEFAULT ON OTHER INDEBTEDNESS. (i) the Borrower or any of the
       Subsidiaries shall fail to pay any principal or interest, regardless of
       amount, due in respect of any Material Indebtedness when and as the same
       shall become due and payable, (ii) the Borrower or any of the
       Subsidiaries shall fail to observe or perform any other term, covenant,
       condition or agreement contained in any agreement or instrument
       evidencing or governing any such Material Indebtedness, or any other
       event or condition shall occur, if the effect of any failure or other
       event or condition referred to in this clause (ii) shall be to cause, or
       to permit the holder or holders of such Material Indebtedness or a
       trustee on its or their behalf to cause, with or without the giving of
       notice, the lapse of time or both, such Material Indebtedness to become
       due or to be required to be repurchased, redeemed or defeased prior to
       its stated maturity.

             (g) INVOLUNTARY BANKRUPTCY. An involuntary proceeding shall be
       commenced or an involuntary petition shall be filed in a court of
       competent jurisdiction seeking
<PAGE>
                                                                              69


      (i) relief in respect of the Borrower or any Subsidiary, or of a
      substantial part of the property or assets of the Borrower or a
      Subsidiary, under Title 11 of the United States Code, as now constituted
      or hereafter amended, or any other Federal, state or foreign bankruptcy,
      insolvency, receivership or similar law, (ii) the appointment of a
      receiver, trustee, custodian, sequestrator, conservator or similar
      official for the Borrower or any Subsidiary or for a substantial part of
      the property or assets of the Borrower or a Subsidiary or (iii) the
      winding-up or liquidation of the Borrower or any Subsidiary; and such
      proceeding or petition shall continue undismissed for 60 days or an order
      or decree approving or ordering any of the foregoing shall be entered.

             (h) VOLUNTARY BANKRUPTCY. The Borrower or any Subsidiary shall (i)
       voluntarily commence any proceeding or file any petition seeking relief
       under Title 11 of the United States Code, as now constituted or hereafter
       amended, or any other Federal, state or foreign bankruptcy, insolvency,
       receivership or similar law, (ii) consent to the institution of, or fail
       to contest in a timely and appropriate manner, any proceeding or the
       filing of any petition described in clause (g), (iii) apply for or
       consent to the appointment of a receiver, trustee, custodian,
       sequestrator, conservator or similar official for the Borrower or any
       Subsidiary or for a substantial part of the property or assets of the
       Borrower or any Subsidiary, (iv) file an answer admitting the material
       allegations of a petition filed against it in any such proceeding, (v)
       make a general assignment for the benefit of creditors, (vi) become
       unable, admit in writing its inability or fail generally to pay its debts
       as they become due or (vii) take any action for the purpose of effecting
       any of the foregoing.

             (i) JUDGMENT DEFAULT. One or more judgments for the payment of
       money in an aggregate amount in excess of $2,000,000 shall be rendered
       against the Borrower, any Subsidiary or any combination thereof and the
       same shall remain undischarged for a period of 60 consecutive days during
       which execution shall not be effectively stayed, or any action shall be
       legally taken by a judgment creditor to levy upon assets or properties of
       the Borrower or any Subsidiary to enforce any such judgment.

             (j) ERISA. An ERISA Event shall have occurred that, in the opinion
       of the Required Lenders, when taken together with all other ERISA Events,
       could reasonably be expected to result in liability of the Borrower and
       its ERISA Affiliates in an aggregate amount exceeding $2,000,000 or to
       require payments exceeding $1,000,000 in any year.

             (k) IMPAIRMENT OF SECURITY INTERESTS. Any security interest
       purported to be created by any Collateral Document shall cease to be, or
       shall be asserted by the Borrower not to be, a valid, perfected, first
       priority (except as otherwise expressly provided in this Agreement or
       such Collateral Document) security interest in the securities, assets or
       properties covered thereby, except to the extent that any such loss of
       perfection or priority results from the failure of the Collateral Agent
       to maintain possession of certificates representing securities pledged
       under the Collateral Agreement and except to the extent that such loss is
       covered by a lender's title insurance policy and the related insurer
       promptly after such loss shall have acknowledged in writing that such
       loss is covered by such title insurance policy.

             (l) IMPAIRMENT OF CREDIT DOCUMENTS.  Any Credit Document shall
       cease, for any reason, to be in full force and effect or the Borrower
       shall so assert in writing.
<PAGE>
                                                                              70


             (m) CHANGE IN CONTROL.  There shall have occurred a Change in
       Control.

 then, in every such event (other than an event with respect to the Borrower
 described in clause (g) or (h)), and at any time thereafter during the
 continuance of such event, the Administrative Agent may, and at the request of
 the Required Lenders shall, by notice to the Borrower, take either or both of
 the following actions, at the same or different times: (i) terminate forthwith
 the Commitments and (ii) declare the Loans then outstanding to be forthwith due
 and payable in whole or in part, whereupon the principal of the Loans so
 declared to be due and payable, together with accrued interest thereon and any
 unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder
 and under any other Credit Document, shall become forthwith due and payable,
 without presentment, demand, protest or any other notice of any kind, all of
 which are hereby expressly waived by the Borrower, anything contained herein or
 in any other Credit Document to the contrary notwithstanding; and in any event
 with respect to the Borrower described in clause (g) or (h), the Commitments
 shall automatically terminate and the principal of the Loans then outstanding,
 together with accrued interest thereon and any unpaid accrued Fees and all
 other liabilities of the Borrower accrued hereunder and under any other Credit
 Document, shall automatically become due and payable, without presentment,
 demand, protest or any other notice of any kind, all of which are hereby
 expressly waived by the Borrower, anything contained herein or in any other
 Credit Document to the contrary notwithstanding. The Required Lenders by notice
 to the Administrative Agent may rescind an acceleration and its consequences if
 the rescission would not conflict with any judgment or decree and if all
 existing Events of Default have been cured or waived except nonpayment of
 principal or interest that has become due solely because of acceleration. No
 such rescission shall affect any subsequent Default or impair any right
 consequent thereto.


                                  ARTICLE VIII

                                   THE AGENTS

       SECTION 8.01. APPOINTMENT OF AGENTS. In order to expedite the
 transactions contemplated by this Agreement, Salomon Smith Barney Inc. is
 hereby appointed to act as Arranger, Citibank, N.A., is hereby appointed to act
 as Administrative Agent, Collateral Agent on behalf of the Lenders and the
 Issuing Bank, Bankers Trust Company is hereby appointed to act as Syndication
 Agent and Wachovia Bank, N.A., is hereby appointed to act as Documentation
 Agent (for purposes of this Article VIII, the Arranger, the Collateral Agent,
 the Administrative Agent, the Syndication Agent and the Documentation Agent are
 referred to collectively as the "AGENTS"). Each of the Lenders, each assignee
 of any such Lender and the Issuing Bank hereby irrevocably authorizes the
 Agents to take such actions on behalf of such Lender or assignee or the Issuing
 Bank and to exercise such powers as are specifically delegated to the Agents by
 the terms and provisions hereof and of the other Credit Documents, together
 with such actions and powers as are reasonably incidental thereto. The
 Administrative Agent is hereby expressly authorized by the Lenders and the
 Issuing Bank, without hereby limiting any implied authority, (a) to receive on
 behalf of the Lenders, any assignees of the Lenders and the Issuing Bank all
 payments of principal of and interest on the Loans, all payments in respect of
 L/C Disbursements and all other amounts due to the Lenders hereunder, and
 promptly to distribute to each Lender, each assignee of any such Lender or the
 Issuing Bank its proper share of each payment so received; (b) to give notice
 on behalf of each of the Lenders or the Issuing Bank to the Borrower of any
 Event of Default specified in this Agreement of which the Administrative Agent
 has actual knowledge acquired in connection with its agency hereunder;
<PAGE>
                                                                              71


 and (c) to distribute to each Lender copies of all notices, financial
 statements and other materials delivered by the Borrower pursuant to this
 Agreement or the other Credit Documents as received by the Administrative
 Agent. It is expressly understood that none of the Arranger, the Syndication
 Agent and the Documentation Agent shall have any duties or responsibilities
 under this Agreement.

       SECTION 8.02. LIMITATIONS ON LIABILITY. Neither the Agents nor any of
 their respective directors, officers, employees or agents shall be liable as
 such for any action taken or omitted by any of them except for its or his own
 gross negligence or wilful misconduct, or be responsible for any statement,
 warranty or representation herein or the contents of any document delivered in
 connection herewith, or be required to ascertain or to make any inquiry
 concerning the performance or observance by the Borrower of any of the terms,
 conditions, covenants or agreements contained in any Credit Document. The
 Agents shall not be responsible to the Lenders or any assignees of the Lenders
 for the due execution, genuineness, validity, enforceability or effectiveness
 of this Agreement or any other Credit Documents, instruments or agreements. The
 Administrative Agent may deem and treat the payee of any Note as the owner
 thereof for all purposes hereof until it shall have received from the payee of
 such Note notice, given as provided herein, of the transfer thereof in
 compliance with Section 9.04. The Agents shall in all cases be fully protected
 in acting, or refraining from acting, in accordance with written instructions
 signed by the Required Lenders and, except as otherwise specifically provided
 herein, such instructions and any action or inaction pursuant thereto shall be
 binding on all the Lenders and each assignee of any Lender. Each Agent shall,
 in the absence of knowledge to the contrary, be entitled to rely on any
 instrument or document believed by it in good faith to be genuine and correct
 and to have been signed or sent by the proper person or persons. Neither the
 Agents nor any of their respective directors, officers, employees or agents
 shall have any responsibility to the Borrower on account of the failure of or
 delay in performance or breach by any Lender or the Issuing Bank of any of its
 obligations hereunder or to any Lender or the Issuing Bank on account of the
 failure of or delay in performance or breach by any other Lender or the Issuing
 Bank or the Borrower of any of their respective obligations hereunder or under
 any other Credit Document or in connection herewith or therewith. Each of the
 Agents may execute any and all duties hereunder by or through agents or
 employees and shall be entitled to rely upon the advice of legal counsel
 selected by it with respect to all matters arising hereunder and shall not be
 liable for any action taken or suffered in good faith by it in accordance with
 the advice of such counsel.

       SECTION 8.03. ACTING AT THE DIRECTION OF THE REQUIRED LENDERS. The
 Lenders hereby acknowledge that no Agent shall be under any duty to take any
 discretionary action permitted to be taken by it pursuant to the provisions of
 this Agreement unless it shall be requested in writing to do so by the Required
 Lenders.

       SECTION 8.04. RESIGNATION OF THE AGENTS. Subject to the appointment and
 acceptance of a successor Agent as provided below, any Agent may resign at any
 time by notifying the Lenders and the Borrower in writing. Upon any such
 resignation, the Required Lenders shall have the right to appoint a successor.
 If no successor shall have been so appointed by the Required Lenders (subject,
 so long as no Event of Default has occurred and is continuing, to the consent
 of the Borrower, not to be unreasonably withheld or delayed) and shall have
 accepted such appointment within 30 days after the retiring Agent gives notice
 of its resignation, then the retiring Agent may, on behalf of the Lenders,
 appoint a successor Agent which shall be a bank with an office in New York, New
 York, having a combined capital and surplus of at least $500,000,000 or an
 Affiliate of any such bank. Upon the acceptance of any appointment as
<PAGE>
                                                                              72


 Agent hereunder by a successor bank, such successor shall succeed to and become
 vested with all the rights, powers, privileges and duties of the retiring Agent
 and the retiring Agent shall be discharged from its duties and obligations
 hereunder. After an Agent's resignation hereunder, the provisions of this
 Article and Section 9.05 shall continue in effect for its benefit in respect of
 any actions taken or omitted to be taken by it while it was acting as Agent.

       SECTION 8.05. OTHER TRANSACTIONS. With respect to the Loans made by it
 hereunder (and the Notes issued to it), each Agent in its individual capacity
 and not as Agent shall have the same rights and powers as any other Lender and
 may exercise the same as though it were not an Agent, and the Agents and their
 Affiliates may accept deposits from, lend money to and generally engage in any
 kind of business with the Borrower or any Subsidiary or other Affiliate thereof
 as if it were not an Agent.

       SECTION 8.06. REIMBURSEMENT AND INDEMNITY. Each Lender agrees (a) to
 reimburse the Agents, on demand, in the amount of its pro rata share (based on
 its Commitments hereunder) of any expenses incurred for the benefit of the
 Lenders by the Agents, including counsel fees and compensation of agents and
 employees paid for services rendered on behalf of the Lenders, that shall not
 have been reimbursed by the Borrower and (b) to indemnify and hold harmless
 each Agent and any of its directors, officers, employees or agents, on demand,
 in the amount of such pro rata share, from and against any and all liabilities,
 taxes, obligations, losses, damages, penalties, actions, judgments, suits,
 costs, expenses or disbursements of any kind or nature whatsoever that may be
 imposed on, incurred by or asserted against it in its capacity as Agent or any
 of them in any way relating to or arising out of this Agreement or any other
 Credit Document or any action taken or omitted by it or any of them under this
 Agreement or any other Credit Document, to the extent the same shall not have
 been reimbursed by the Borrower, PROVIDED that no Lender shall be liable to an
 Agent or any such other indemnified person for any portion of such liabilities,
 obligations, losses, damages, penalties, actions, judgments, suits, costs,
 expenses or disbursements that are determined by a court of competent
 jurisdiction by final and nonappealable judgment to have resulted from the
 gross negligence or wilful misconduct of such Agent or any of its directors,
 officers, employees or agents. Each Revolving Credit Lender agrees to reimburse
 the Issuing Bank and its directors, officers, employees and agents, in each
 case, to the same extent and subject to the same limitations as provided above
 for the Agents.

       SECTION 8.07. NO RELIANCE. Each Lender acknowledges that it has,
 independently and without reliance upon the Agents or any other Lender and
 based on such documents and information as it has deemed appropriate, made its
 own credit analysis and decision to enter into this Agreement. Each Lender also
 acknowledges that it will, independently and without reliance upon the Agents
 or any other Lender and based on such documents and information as it shall
 from time to time deem appropriate, continue to make its own decisions in
 taking or not taking action under or based upon this Agreement or any other
 Credit Document, any related agreement or any document furnished hereunder or
 thereunder.
<PAGE>
                                                                              73


                                   ARTICLE IX

                                  MISCELLANEOUS

       SECTION 9.01.  NOTICES.  Notices and other communications provided
 for herein shall be in writing and shall be delivered by hand or overnight
 courier service, mailed by certified or registered mail or sent by fax, as
 follows:

             (a) if to the Borrower to Cross Country TravCorps, Inc., 6551
       Park of Commerce Boulevard, N.W., Suite 200, Boca Raton, Florida
       33847, Attention of Emil Hensel, Chief Financial Officer  (fax (561)
       912-9068);

             (b) if to the Administrative Agent, the Issuing Bank or the
       Swingline Lender, to Citicorp USA, Inc., at 2 Penns Way, Suite 200, New
       Castle, Delaware 19720, Attention of Global Loans Servicing Center (fax
       (302) 894-6120), with a copy of each report, financial statement, notice
       or other document required to be delivered by the Borrower under Article
       V to Citicorp USA, Inc., 390 Greenwich Street, 1st Floor, New York, New
       York 10013, Attention of Michael Chlopak (fax (212) 723-8547); and

             (c) if to a Lender, to it at its address (or fax number) set forth
       on Annex 2 or in the Assignment and Acceptance pursuant to which such
       Lender shall have become a party hereto.

 All notices and other communications given to any party hereto in accordance
 with the provisions of this Agreement shall be deemed to have been given on the
 date of receipt if delivered by hand or overnight courier service or sent by
 fax or on the date five Business Days after dispatch by certified or registered
 mail if mailed, in each case delivered, sent or mailed (properly addressed) to
 such party as provided in this Section or in accordance with the latest
 unrevoked direction from such party given in accordance with this Section.

       SECTION 9.02. SURVIVAL OF AGREEMENT. All covenants, agreements,
 representations and warranties made by the Borrower herein and in the
 certificates or other instruments prepared or delivered in connection with or
 pursuant to this Agreement or any other Credit Document shall be considered to
 have been relied upon by the Lenders and the Issuing Bank and shall survive the
 making by the Lenders of the Loans, the issuance of Letters of Credit by the
 Issuing Bank and the execution and delivery to the Lenders of the Notes
 evidencing such Loans, regardless of any investigation made by the Lenders or
 the Issuing Bank or on their behalf, and shall continue in full force and
 effect as long as the principal of or any accrued interest on any Loan or any
 Fee or any other amount payable under this Agreement or any other Credit
 Document is outstanding and unpaid or any Letter of Credit is outstanding and
 so long as the Commitments have not been terminated. The provisions of Sections
 2.14, 2.16, 2.20 and 9.05 shall remain operative and in full force and effect
 regardless of the expiration of the term of this Agreement, the consummation of
 the transactions contemplated hereby, the repayment of any of the Loans, the
 expiration of the Commitments, the expiration of any Letter of Credit, the
 invalidity or unenforceability of any term or provision of this Agreement or
 any other Credit Document, or any investigation made by or on behalf of the
 Syndication Agent, the Administrative Agent, the Collateral Agent, the
 Documentation Agent, the Issuing Bank or any Lender.

       SECTION 9.03. BINDING EFFECT; TERMINATION. This Agreement shall become
 effective when it shall have been executed by the Borrower and the
 Administrative Agent and when the
<PAGE>
                                                                              74


 Administrative Agent shall have received counterparts hereof which, when taken
 together, bear the signatures of each of the other parties hereto, and
 thereafter shall be binding upon and inure to the benefit of the parties hereto
 and their respective permitted successors and assigns. This Agreement shall
 remain in effect until the Commitments have been terminated and the principal
 of and interest on each Loan, all Fees and all other expenses or amounts
 payable under any Credit Document shall have been paid in full and all Letters
 of Credit have been canceled or have expired and all amounts drawn thereunder
 have been reimbursed in full.

       SECTION 9.04. SUCCESSORS AND ASSIGNS. (a) Whenever in this Agreement any
 of the parties hereto is referred to, such reference shall be deemed to include
 the permitted successors and assigns of such party; and all covenants, promises
 and agreements by or on behalf of the Borrower, the Administrative Agent, the
 Issuing Bank or the Lenders that are contained in this Agreement shall bind and
 inure to the benefit of their respective successors and assigns.

       (b) Each Lender may assign to one or more assignees all or a portion of
 its interests, rights and obligations under this Agreement (including all or a
 portion of its Commitment and the Loans at the time owing to it and the Notes
 held by it); PROVIDED, HOWEVER, that

             (i) the Borrower and the Administrative Agent and (only with
       respect to Revolving Credit Commitments and Revolving Loans) the Issuing
       Bank and the Swingline Lender must give their prior written consent to
       such assignment (which consent shall not be unreasonably withheld),
       except in the case of an assignment to a Lender or an Affiliate of a
       Lender of any Loan or Note (in which case no consent of any party shall
       be required), or at any time when an Event of Default has occurred and is
       continuing (in which case no consent of the Borrower shall be required),

             (ii) except with the prior written consent of the Borrower and the
       Administrative Agent, the amount of the Commitment and/or Loans of the
       assigning Lender subject to each such assignment (determined as of the
       date the Assignment and Acceptance with respect to such assignment is
       delivered to the Administrative Agent) shall not be less than $5,000,000
       and an integral multiple of $1,000,000 (or shall equal the entire
       remaining amount of such Lender's Commitment and/or Loans),

             (iii) each such assignment, if it is an assignment of a Revolving
       Credit Commitment and/or Revolving Loans, shall be of a constant, and not
       a varying, percentage of all the assigning Lender's rights and
       obligations with respect to the Revolving Credit Commitments and
       Revolving Loans,

             (iv) the parties to each such assignment shall execute and deliver
       to the Administrative Agent an Assignment and Acceptance, together with
       the Note or Notes subject to such assignment and a processing and
       recordation fee of $3,500 and

             (v) the assignee, if it shall not be a Lender, shall deliver to the
       Administrative Agent an Administrative Questionnaire. Upon acceptance and
       recording pursuant to clause (e) of this Section, from and after the
       effective date specified in each Assignment and Acceptance, (A) the
       assignee thereunder shall be a party hereto and, to the extent of the
       interest assigned by such Assignment and Acceptance, have the rights and
       obligations of a Lender under this Agreement and (B) the assigning Lender
       thereunder shall, to the extent of the interest assigned by such
       Assignment and Acceptance, be released from its obligations under this
       Agreement (and, in the case of an Assignment
<PAGE>
                                                                              75


      and Acceptance covering all or the remaining portion of an assigning
      Lender's rights and obligations under this Agreement, such Lender shall
      cease to be a party hereto but shall continue to be entitled to the
      benefits of Sections 2.14, 2.16, 2.20 and 9.05, as well as to any Fees
      accrued for its account and not yet paid).

       (c) By executing and delivering an Assignment and Acceptance, the
 assigning Lender thereunder and the assignee thereunder shall be deemed to
 confirm to and agree with each other and the other parties hereto as follows:
 (i) such assigning Lender warrants that it is the legal and beneficial owner of
 the interest being assigned thereby free and clear of any adverse claim and
 that its Commitments and Loans (and the outstanding balances thereof), in each
 case without giving effect to assignments thereof which have not become
 effective, are as set forth in such Assignment and Acceptance, (ii) except as
 set forth in clause (i), such assigning Lender makes no representation or
 warranty and assumes no responsibility with respect to any statements,
 warranties or representations made in or in connection with this Agreement, or
 the execution, legality, validity, enforceability, genuineness, sufficiency or
 value of this Agreement, any other Credit Document or any other instrument or
 document furnished pursuant hereto, or the financial condition of the Borrower
 or any Subsidiary or the performance or observance by the Borrower or any
 Subsidiary of any of its obligations under this Agreement, any other Credit
 Document or any other instrument or document furnished pursuant hereto; (iii)
 such assignee represents and warrants that it is legally authorized to enter
 into such Assignment and Acceptance; (iv) such assignee confirms that it has
 received a copy of this Agreement, together with copies of the most recent
 financial statements referred to in Section 3.05(a) or delivered pursuant to
 Section 5.04 and such other documents and information as it has deemed
 appropriate to make its own credit analysis and decision to enter into such
 Assignment and Acceptance; (v) such assignee will independently and without
 reliance upon the Arranger, the Administrative Agent, the Collateral Agent,
 such assigning Lender or any other Lender and based on such documents and
 information as it shall deem appropriate at the time, continue to make its own
 credit decisions in taking or not taking action under this Agreement; (vi) such
 assignee appoints and authorizes the Administrative Agent and the Collateral
 Agent to take such action as agent on its behalf and to exercise such powers
 under this Agreement as are delegated to the Administrative Agent and the
 Collateral Agent, respectively, by the terms hereof, together with such powers
 as are reasonably incidental thereto; and (vii) such assignee agrees that it
 will perform in accordance with their terms all the obligations which by the
 terms of this Agreement are required to be performed by it as a Lender.

       (d) The Administrative Agent, acting for this purpose as an agent of the
 Borrower, shall maintain at one of its offices in The City of New York a copy
 of each Assignment and Acceptance delivered to it and a register for the
 recordation of the names and addresses of the Lenders, and the Commitment of,
 and principal amount of the Loans owing to, each Lender pursuant to the terms
 hereof from time to time (the "REGISTER"). The entries in the Register shall be
 conclusive and the Borrower, the Arranger, the Administrative Agent, the
 Issuing Bank, the Collateral Agent and the Lenders may treat each person whose
 name is recorded in the Register pursuant to the terms hereof as a Lender
 hereunder for all purposes of this Agreement, notwithstanding notice to the
 contrary. The Register shall be available for inspection by the Borrower, the
 Arranger, the Issuing Bank, the Collateral Agent and any Lender at any
 reasonable time and from time to time upon reasonable prior notice.

       (e) Upon its receipt of a duly completed Assignment and Acceptance
 executed by an assigning Lender and an assignee together with the Note or Notes
 subject to such assignment, an Administrative Questionnaire completed in
 respect of the assignee (unless the assignee shall
<PAGE>
                                                                              76


 already be a Lender hereunder), the processing and recordation fee referred to
 in clause (b) and, if required, the written consent of the Borrower, the
 Administrative Agent and (only with respect to Revolving Credit Commitments and
 Revolving Loans) the Issuing Bank and the Swingline Lender to such assignment,
 the Administrative Agent shall (i) accept such Assignment and Acceptance, (ii)
 record the information contained therein in the Register and (iii) give prompt
 notice thereof to the Issuing Bank and the Lenders. No assignment shall be
 effective unless it has been recorded in the Register as provided in this
 clause. Within five Business Days after receipt of notice (to the extent
 requested by such assignee), (i) the Borrower, at its own expense, shall
 execute and deliver to the Administrative Agent new Notes payable to the order
 of such assignee (or, if such assignee shall so request, to such assignee or
 registered assigns) representing the Commitments and Loans acquired by such
 assignee pursuant to such Assignment and Acceptance and (ii) the assigning
 Lender, if it shall cease to be a party hereto as provided in clause (a), shall
 deliver the Notes held by it to the Borrower for cancelation. The new Notes
 delivered to such assignee shall be dated the date of the original Notes issued
 hereunder and shall otherwise be in substantially the form of the appropriate
 Exhibit or Exhibits thereto.

       (f) Each Lender may without the consent of the Borrower, the Issuing
 Bank, the Swingline Lender or the Administrative Agent sell participations to
 one or more banks or other entities in all or a portion of its rights and
 obligations under this Agreement (including all or a portion of its Commitment
 and the Loans owing to it and the Notes held by it); PROVIDED, HOWEVER, that
 (i) such Lender's obligations under this Agreement shall remain unchanged, (ii)
 such Lender shall remain solely responsible to the other parties hereto for the
 performance of such obligations, (iii) the participating banks or other
 entities shall be entitled to the benefit of the cost protection provisions
 contained in Sections 2.14, 2.16 and 2.20 to the same extent as if they were
 Lenders and (iv) the Borrower, the Administrative Agent, the Issuing Bank and
 the Lenders shall continue to deal solely and directly with such Lender in
 connection with such Lender's rights and obligations under this Agreement, and
 such Lender shall retain the sole right to enforce the obligations of the
 Borrower relating to the Loans or L/C Disbursements and to approve any
 amendment, modification or waiver of any provision of this Agreement (other
 than amendments, modifications or waivers which extend the final scheduled
 maturity of any Loan or Letter of Credit (unless such Letter of Credit is not
 extended beyond the Revolving Credit Maturity Date) in which such participant
 is participating, or reduce the rate or extend the time of payment of interest
 or Fees thereon (except in connection with a waiver of applicability of any
 post-default increase in interest amounts) or reduce the principal amount
 thereof, or increase the amount of the participant's participation over the
 amount thereof then in effect (PROVIDED that a waiver of any Default or of a
 mandatory reduction in the Commitment shall not constitute a change in the
 terms of such participation, and that an increase in any Commitment or Loan
 shall be permitted without the consent of any participant if the participant's
 participation is not increased thereby), or consent to the assignment or
 transfer by the Borrower of any of its rights and obligations under this
 Agreement).

       (g) Any Lender or participant may, in connection with any assignment or
 participation or proposed assignment or participation pursuant to this Section,
 disclose to the assignee or participant or proposed assignee or participant any
 information relating to the Borrower furnished to such Lender by or on behalf
 of the Borrower; PROVIDED that, prior to any such disclosure of information
 designated by the Borrower as confidential, each such assignee or participant
 or proposed assignee or participant shall agree (subject to customary
 exceptions) to preserve the confidentiality of such confidential information on
 terms no less restrictive than those applicable to the Lenders pursuant to
 Section 9.17.
<PAGE>
                                                                              77


       (h) Any Lender may at any time assign all or any portion of its rights
 under this Agreement and the Notes issued to it to a Federal Reserve Bank to
 secure extensions of credit by such Federal Reserve Bank to such Lender;
 PROVIDED that no such assignment shall release a Lender from any of its
 obligations hereunder or substitute any such Bank for such Lender as a party
 hereto.

       (i) The Borrower shall not assign or delegate any of its rights or duties
 hereunder without the prior written consent of the Administrative Agent, the
 Issuing Bank and each Lender, and any attempted assignment without such consent
 shall be null and void.

       (j) If S&P, Moody's and Thompson's BankWatch (or InsuranceWatch Ratings
 Service, in the case of Lenders that are insurance companies (or Best's
 Insurance Reports, if such insurance company is not rated by Insurance Watch
 Ratings Service)) shall, after the date that any Lender becomes a Revolving
 Credit Lender, downgrade the long-term certificate of deposit ratings, or
 claims paying ratings, in the case of a Lender that is an insurance company,
 and the resulting ratings shall be below BBB-, Baa3 and C (or BB, in the case
 of a Lender that is an insurance company (or B, in the case of an insurance
 company not rated by InsuranceWatch Ratings Service)), then the Issuing Bank
 shall have the right, but not the obligation, at its own expense, upon notice
 to such Lender and the Administrative Agent, to replace (or to request the
 Borrower to use its reasonable efforts to replace) such Lender with an assignee
 (in accordance with and subject to the restrictions contained in clause (b)),
 and such Lender hereby agrees to transfer and assign without recourse (in
 accordance with and subject to the restrictions contained in clause (b)) all
 its interests, rights and obligations in respect of its Revolving Credit
 Commitment to such assignee; PROVIDED, HOWEVER, that (i) no such assignment
 shall conflict with any law, rule and regulation or order of any Governmental
 Authority and (ii) the Issuing Bank or such assignee, as the case may be, shall
 pay to such Lender in immediately available funds on the date of such
 assignment the principal of and interest accrued to the date of payment on the
 Loans made by such Lender hereunder and all other amounts accrued for such
 Lender's account or owed to it hereunder.

       SECTION 9.05. EXPENSES; INDEMNITY. (a) The Borrower agrees to pay all
 reasonable out-of-pocket expenses incurred by the Issuing Bank, the Swingline
 Lender, the Arranger, the Administrative Agent, the Collateral Agent, the
 Syndication Agent and the Documentation Agent in connection with the
 syndication of the credit facilities provided for herein and the preparation
 and administration of this Agreement and the other Credit Documents or in
 connection with any amendments, modifications or waivers of the provisions
 hereof or thereof (whether or not the transactions hereby or thereby
 contemplated shall be consummated) or incurred by the Issuing Bank, the
 Arranger, the Administrative Agent, the Collateral Agent, the Syndication
 Agent, the Documentation Agent or any Lender in connection with the enforcement
 or protection of its rights in connection with this Agreement and the other
 Credit Documents or the Loans made or the Notes or Letters of Credit issued
 hereunder, as applicable, including expenses incurred in connection with due
 diligence and the fees, charges and disbursements of Cravath, Swaine & Moore,
 counsel for the Agents and, in connection with any such enforcement or
 protection, the fees, charges and disbursements of any other counsel for the
 Agents or any Lender.

       (b) The Borrower agrees to indemnify the Issuing Bank, the Arranger, the
 Administrative Agent, the Collateral Agent, the Syndication Agent, the
 Documentation Agent and each Lender, each Affiliate of any of the foregoing
 persons and each of their respective directors, officers, employees and agents
 (each such person being called an "INDEMNITEE")
<PAGE>
                                                                              78


 against, and to hold each Indemnitee harmless from, any and all losses, claims,
 damages, liabilities and related expenses, including reasonable counsel fees,
 charges and disbursements, incurred by or asserted against any Indemnitee
 arising out of, in any way connected with, or as a result of (i) the execution
 or delivery of this Agreement or any other Credit Document or any agreement or
 instrument contemplated thereby, the performance by the parties thereto of
 their respective obligations thereunder or the consummation of the Transactions
 and the other transactions contemplated thereby, (ii) the use of the proceeds
 of the Loans or issuance of Letters of Credit, (iii) any claim, litigation,
 investigation or proceeding relating to any of the foregoing, whether or not
 any Indemnitee is a party thereto, or (iv) any actual or alleged presence or
 Release of Hazardous Materials on any property owned or operated by the
 Borrower or any of the Subsidiaries, or any Environmental Claim related in any
 way to the Borrower or the Subsidiaries; PROVIDED that such indemnity shall
 not, as to any Indemnitee, be available to the extent that such losses, claims,
 damages, liabilities or related expenses are determined by a court of competent
 jurisdiction by final and nonappealable judgment to have resulted from the
 gross negligence or wilful misconduct of such Indemnitee.

       (c) The provisions of this Section shall remain operative and in full
 force and effect regardless of the expiration of the term of this Agreement,
 the consummation of the transactions contemplated hereby, the repayment of any
 of the Loans, the expiration of the Letters of Credit, the expiration of the
 Commitments, the invalidity or unenforceability of any term or provision of
 this Agreement or any other Credit Document, or any investigation made by or on
 behalf of the Arranger, the Administrative Agent, the Collateral Agent, the
 Syndication Agent, the Documentation Agent or any Lender or the Issuing Bank.
 All amounts due under this Section shall be payable on written demand therefor.

       SECTION 9.06. RIGHT OF SETOFF. If an Event of Default shall have occurred
 and be continuing, each Lender is hereby authorized at any time and from time
 to time, except to the extent prohibited by law, to set off and apply any and
 all deposits (general or special, time or demand, provisional or final) at any
 time held and other indebtedness at any time owing by such Lender to or for the
 credit or the account of the Borrower against any of and all the obligations of
 the Borrower now or hereafter existing under this Agreement and other Credit
 Documents held by such Lender, irrespective of whether or not such Lender shall
 have made any demand under this Agreement or such other Credit Document and
 although such obligations may be unmatured. The rights of each Lender under
 this Section are in addition to other rights and remedies (including other
 rights of setoff) which such Lender may have.

       SECTION 9.07. APPLICABLE LAW. THIS AGREEMENT AND THE OTHER CREDIT
 DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER
 CREDIT DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
 LAWS OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND
 SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH
 LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM
 CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1997 REVISION), INTERNATIONAL
 CHAMBER OF COMMERCE, PUBLICATION NO. 500 (THE "UNIFORM CUSTOMS") AND, AS TO
 MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.

       SECTION 9.08. WAIVERS; AMENDMENT; REPLACEMENT LENDERS. (a) No failure or
 delay of the Administrative Agent, the Collateral Agent, any Lender or the
 Issuing Bank in exercising
<PAGE>
                                                                              79


 any power or right hereunder or under any other Credit Document shall operate
 as a waiver thereof, nor shall any single or partial exercise of any such right
 or power, or any abandonment or discontinuance of steps to enforce such a right
 or power, preclude any other or further exercise thereof or the exercise of any
 other right or power. The rights and remedies of the Arranger, the
 Administrative Agent, the Collateral Agent, the Syndication Agent, the
 Documentation Agent, the Issuing Bank and the Lenders hereunder and under the
 other Credit Documents are cumulative and are not exclusive of any rights or
 remedies that they would otherwise have. No waiver of any provision of this
 Agreement or any other Credit Document or consent to any departure by the
 Borrower therefrom shall in any event be effective unless the same shall be
 permitted by clause (b), and then such waiver or consent shall be effective
 only in the specific instance and for the purpose for which given. No notice or
 demand on the Borrower in any case shall entitle the Borrower to any other or
 further notice or demand in similar or other circumstances.

       (b) Neither this Agreement nor any provision hereof may be waived,
 amended or modified except pursuant to an agreement or agreements in writing
 entered into by the Borrower and the Required Lenders; PROVIDED, HOWEVER, that
 no such agreement shall (i) decrease the principal amount of, or extend the
 date of any scheduled payment of principal of, or the date of any payment of
 any interest on, any Loan or any date for reimbursement of an L/C Disbursement,
 or waive or excuse any such payment or any part thereof, or decrease the rate
 of interest on any Loan or L/C Disbursement, without the prior written consent
 of each Lender affected thereby, (ii) change or extend the Commitment or
 decrease or extend the date for payment of the Commitment Fees of any Lender or
 impose additional obligations on any Lender without the prior written consent
 of each Lender affected thereby, (iii) amend or modify the provisions of
 Section 2.17 or 9.04(i), the provisions of this Section or the definition of
 the term "Required Lenders", or release all or any substantial part of the
 Collateral or any material Subsidiary Guarantor, or waive any condition
 precedent to the initial Credit Event hereunder, without the prior written
 consent of each Lender, (iv) reduce the portion of any prepayment required to
 be applied against the outstanding Term Loans, or change the application of any
 such portion among the remaining installments of principal due in respect of
 the Term Loans pursuant to Section 2.13, without the consent of the Lenders
 holding a majority in the principal amount of the outstanding Term Loans; or
 (v) amend, modify or otherwise affect the rights or duties of the Arranger, the
 Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline
 Lender, the Syndication Agent or the Documentation Agent hereunder or under any
 other Credit Document without the prior written consent of the Arranger, the
 Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline
 Lender, the Syndication Agent or the Documentation Agent, as the case may be.
 Each Lender and each holder of a Note shall be bound by any waiver, amendment
 or modification authorized by this Section regardless of whether its Note shall
 have been marked to make reference thereto, and any consent by any Lender or
 holder of a Note pursuant to this Section shall bind any person subsequently
 acquiring a Note from it, whether or not such Note shall have been so marked.

       (c) Notwithstanding the foregoing, if the Borrower shall request the
 release of any Collateral that is to be the subject of any Asset Disposition
 and shall deliver to the Collateral Agent a certificate to the effect that such
 Asset Disposition and the application of the proceeds thereof will comply with
 the terms of this Agreement, the Collateral Agent, if satisfied that the
 applicable certificate is correct, shall, without the consent of any Lender,
 execute and deliver all such instruments as may be required to effect the
 release of such Collateral.

<PAGE>
                                                                              80


       (d) If a Lender refuses to consent to a proposed change, waiver,
 discharge or termination with respect to this Agreement that requires the
 consent of all the Lenders and that has been approved by the Required Lenders,
 the Borrower shall have the right for a 60 day period following such refusal to
 replace such Lender (a "REPLACED LENDER") with one or more assignees permitted
 pursuant to Section 9.04 (collectively, the "REPLACEMENT LENDER") acceptable to
 Administrative Agent, PROVIDED that

             (i) at the time of any replacement pursuant to this clause, the
       Replacement Lender and Replaced Lender shall enter into one or more
       Assignment and Acceptances pursuant to Section 9.04(b) (and with all fees
       payable pursuant to Section 9.04(b) to be paid by the Replacement Lender)
       pursuant to which the Replacement Lender shall acquire all of the
       outstanding Loans and Commitments of, participations in Letters of Credit
       by and accrued interest and Fees of the Replaced Lender;

             (ii) the Replacement Lender shall pay to the Replaced Lender in
       respect thereof an amount equal to the sum of (A) the principal of, and
       all unpaid interest accrued on, all outstanding Loans of the Replaced
       Lender, and all accrued and unpaid Fees payable to the Replaced Lender
       and (B) all amounts in respect of drawings on Letters of Credit that have
       been funded by (and not reimbursed to) such Replaced Lender, together
       with all unpaid interest thereon;

             (iii) the Replacement Lender shall pay to the appropriate Issuing
       Bank an amount equal to such Replaced Lender's Revolving Percentage of
       any unpaid drawings with respect to Letters of Credit issued by it to the
       extent such amount was not theretofore funded by such Replaced Lender;
       and

             (iv) all obligations of the Borrower owing to the Replaced Lender
       other than principal, interest and Commitment Fees shall be paid in full
       to such Replaced Lender concurrently with such replacement.

 Upon the execution of the respective Assignment and Acceptance, recordation of
 such assignment in the Register by Administrative Agent, and the payment of
 foregoing amounts, the Replacement Lender shall become a Lender hereunder and
 the Replaced Lender shall cease to constitute a Lender hereunder except with
 respect to indemnification provisions under this Agreement which by the terms
 of this Agreement survive the termination of this Agreement, which
 indemnification provisions shall survive as to such Replaced Lender.
 Notwithstanding anything to the contrary contained above, no Issuing Bank may
 be replaced hereunder at any time while it has Letters of Credit outstanding
 hereunder unless arrangements satisfactory to such Issuing Bank (including the
 furnishing of a standby letter of credit in form and substance and issued by an
 issuer satisfactory to such Issuing Bank or the furnishing of cash collateral
 in amounts and pursuant to arrangements satisfactory to such Issuing Bank) have
 been made with respect to such outstanding Letters of Credit.

       SECTION 9.09. INTEREST RATE LIMITATION. Notwithstanding anything herein
 or in the Notes to the contrary, if at any time the interest rate applicable to
 any Loan or participation in any L/C Disbursement, together with all fees,
 charges and other amounts which are treated as interest on such Loan or
 participation in such L/C Disbursement under applicable law (collectively the
 "CHARGES"), shall exceed the maximum lawful rate (the "MAXIMUM RATE") which may
 be contracted for, charged, taken, received or reserved by the Lender holding
 such Loan or participation in accordance with applicable law, the rate of
 interest payable in respect of
<PAGE>
                                       81


 such Loan or participation hereunder or under the Note held by such Lender,
 together with all Charges payable in respect thereof, shall be limited to the
 Maximum Rate and, to the extent lawful, the interest and Charges that would
 have been payable in respect of such Loan or participation but were not payable
 as a result of the operation of this Section shall be cumulated and the
 interest and Charges payable to such Lender in respect of other Loans or
 participations or periods shall be increased (but not above the Maximum Rate
 therefor) until such cumulated amount, together with interest thereon at the
 Federal Funds Effective Rate to the date of repayment, shall have been received
 by such Lender.

       SECTION 9.10. ENTIRE AGREEMENT. This Agreement, the Fee Letter and the
 other Credit Documents constitute the entire contract between the parties
 relative to the subject matter hereof. Any other previous agreement among the
 parties with respect to the subject matter hereof is superseded by this
 Agreement and the other Credit Documents. Nothing in this Agreement or in the
 other Credit Documents, expressed or implied, is intended to confer upon any
 party other than the parties hereto and thereto any rights, remedies,
 obligations or liabilities under or by reason of this Agreement or the other
 Credit Documents.

       SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
 THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
 TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
 OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER CREDIT
 DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
 ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
 OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
 FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
 BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AS
 APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
 THIS SECTION.

       SECTION 9.12. SEVERABILITY. If any one or more of the provisions
 contained in this Agreement or in any other Credit Document should be held
 invalid, illegal or unenforceable in any respect, the validity, legality and
 enforceability of the remaining provisions contained herein and therein shall
 not in any way be affected or impaired thereby (and the invalidity of a
 particular provision in a particular jurisdiction shall not in and of itself
 affect the validity of such provision in any other jurisdiction). The parties
 shall endeavor in good-faith negotiations to replace the invalid, illegal or
 unenforceable provisions with valid provisions the economic effect of which
 comes as close as possible to that of the invalid, illegal or unenforceable
 provisions.

       SECTION 9.13. COUNTERPARTS. This Agreement may be executed in
 counterparts (and by different parties hereto on different counterparts), each
 of which shall constitute an original but all of which when taken together
 shall constitute a single contract, and shall become effective as provided in
 Section 9.03. Delivery of an executed signature page to this Agreement by fax
 transmission shall be as effective as delivery of a manually signed counterpart
 of this Agreement.

       SECTION 9.14.  HEADINGS.  Article and Section headings and the Table
 of Contents used herein are for convenience of reference only, are not part
 of this Agreement and are not to affect the construction of, or to be taken
 into consideration in interpreting, this Agreement.
<PAGE>
                                                                              82


       SECTION 9.15. JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) The
 Borrower hereby irrevocably and unconditionally submits, for itself and its
 property, to the nonexclusive jurisdiction of any New York State court or
 Federal court of the United States of America sitting in New York City, and any
 appellate court from any thereof, in any action or proceeding arising out of or
 relating to this Agreement or the other Credit Documents, or for recognition or
 enforcement of any judgment, and each of the parties hereto hereby irrevocably
 and unconditionally agrees that all claims in respect of any such action or
 proceeding may be heard and determined in such New York State or, to the extent
 permitted by law, in such Federal court. Each of the parties hereto agrees that
 a final judgment in any such action or proceeding shall be conclusive and may
 be enforced in other jurisdictions by suit on the judgment or in any other
 manner provided by law. Nothing in this Agreement shall affect any right that
 the Arranger, the Administrative Agent, the Collateral Agent, the Syndication
 Agent, the Documentation Agent, the Issuing Bank or any Lender may otherwise
 have to bring any action or proceeding relating to this Agreement or the other
 Credit Documents against the Borrower or its properties in the courts of any
 jurisdiction.

       (b) The Borrower hereby irrevocably and unconditionally waives, to the
 fullest extent it may legally and effectively do so, any objection which it may
 now or hereafter have to the laying of venue of any suit, action or proceeding
 arising out of or relating to this Agreement or the other Credit Documents in
 any New York State or Federal court. Each of the parties hereto hereby
 irrevocably waives, to the fullest extent permitted by law, the defense of an
 inconvenient forum to the maintenance of such action or proceeding in any such
 court.

       (c) Each party to this Agreement irrevocably consents to service of
 process in the manner provided for notices in Section 9.01. Nothing in this
 Agreement will affect the right of any party to this Agreement to serve process
 in any other manner permitted by law.

       SECTION 9.16. JUDGMENT CURRENCY. (a) The obligations of the Borrower
 hereunder and under the other Credit Documents to make payments in dollars (the
 "OBLIGATION CURRENCY") shall not be discharged or satisfied by any tender or
 recovery pursuant to any judgment expressed in or converted into any currency
 other than the Obligation Currency, except to the extent that such tender or
 recovery results in the effective receipt by the Administrative Agent or a
 Lender or the Issuing Bank of the full amount of the Obligation Currency
 expressed to be payable to the Administrative Agent or such Lender or the
 Issuing Bank under this Agreement or the other Credit Documents. If, for the
 purpose of obtaining or enforcing judgment against the Borrower or in any court
 or in any jurisdiction, it becomes necessary to convert into or from any
 currency other than the Obligation Currency (such other currency being
 hereinafter referred to as the "JUDGMENT Currency") an amount due in the
 Obligation Currency, the conversion shall be made at the rate of exchange (as
 quoted by the Administrative Agent or if the Administrative Agent does not
 quote a rate of exchange on such currency, by a known dealer in such currency
 designated by the Administrative Agent) determined, in each case, as of the
 date immediately preceding the day on which the judgment is given (such
 Business Day being hereinafter referred to as the "JUDGMENT CURRENCY CONVERSION
 DATE").

       (b) If there is a change in the rate of exchange prevailing between the
 Judgment Currency Conversion Date and the date of actual payment of the amount
 due, the Borrower covenants and agrees to pay, or cause to be paid, as a
 separate obligation and notwithstanding any judgment, such additional amounts,
 if any (but in any event not a lesser amount), as may be necessary to ensure
 that the amount paid in the Judgment Currency, when converted at the rate of
 exchange prevailing on the date of payment, will produce the amount of the
 Obligation
<PAGE>
                                                                              83


 Currency which could have been purchased with the amount of Judgment Currency
 stipulated in the judgment or judicial award at the rate of exchange prevailing
 on the Judgment Currency Conversion Date.

       (c) For purposes of determining the rate of exchange for this Section,
 such amounts shall include any premium and costs payable in connection with the
 purchase of the Obligation Currency.

       SECTION 9.17. CONFIDENTIALITY. The Administrative Agent, the Arranger,
 the Collateral Agent and each of the Lenders and the Issuing Bank agrees to
 keep confidential (and to use its best efforts to cause its respective agents
 and representatives to keep confidential) the Information (as defined below)
 and all copies thereof, extracts therefrom and analyses or other materials
 based thereon, except that the Administrative Agent, the Arranger, the
 Collateral Agent or any Lender or the Issuing Bank shall be permitted to
 disclose Information (a) to such of its respective officers, directors,
 employees, agents, affiliates and representatives as need to know such
 Information, (b) to the extent requested by any regulatory authority, (c) to
 the extent otherwise required by applicable laws and regulations or by any
 subpoena or similar legal process, (d) in connection with any suit, action or
 proceeding relating to the enforcement of its rights hereunder or under the
 other Credit Documents, (e) to the extent such Information (i) becomes publicly
 available other than as a result of a breach of this Section or (ii) becomes
 available to the Administrative Agent, the Arranger, the Collateral Agent or
 any Lender or the Issuing Bank on a nonconfidential basis from a source other
 than the Borrower or (f) to its own lenders and to ratings agencies to the
 extent required by such persons in the ordinary course of their business. For
 the purposes of this Section, "INFORMATION" means all financial statements,
 certificates, reports, agreements and information (including all analyses,
 compilations and studies prepared by the Administrative Agent, the Arranger,
 the Collateral Agent or any Lender or the Issuing Bank based on any of the
 foregoing) that are received from the Borrower and related to the Borrower, any
 shareholder of the Borrower or any employee, customer or supplier of the
 Borrower, other than any of the foregoing that were available to the
 Administrative Agent, the Arranger, the Collateral Agent or any Lender or the
 Issuing Bank on a nonconfidential basis prior to its disclosure thereto by the
 Borrower, and which are in the case of Information provided after the date
 hereof, clearly identified at the time of delivery as confidential. The
 provisions of this Section shall remain operative and in full force and effect
 regardless of the expiration or termination of this Agreement.

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

                                           CROSS COUNTRY TRAVCORPS, INC.,


                                           by /s/ Emil Hensel
                                              --------------------------------
                                              Name:  Emil Hensel
                                              Title: Chief Financial Officer
<PAGE>
                                                                              84


                                      CITICORP USA, INC., individually and as
                                      Administrative Agent, Collateral
                                      Agent, Issuing Bank and Swingline Lender,


                                      by /s/ Nicolas T. Erni
                                         --------------------------------
                                         Name:  Nicolas T. Erni
                                         Title: Director


                                      SALOMON SMITH BARNEY INC., as Arranger,


                                      by  /s/ Nicolas T. Erni
                                         --------------------------------
                                         Name:  Nicolas T. Erni
                                         Title: Attorney-in-Fact

                                      BANKERS TRUST COMPANY,
                                      individually and as Syndication Agent,


                                      by  /s/ Scottie D. Lindsey
                                         --------------------------------
                                         Name:  Scottie D. Lindsey
                                         Title: Vice President

                                      BANK OF AMERICA, N.A.,


                                      by /s/ Lucine Kirchhoff
                                         --------------------------------
                                         Name:  Lucine Kirchhoff
                                         Title: Managing Director

                                      FLEET NATIONAL BANK, N.A.,


                                      by /s/ Daniel Johnson
                                         --------------------------------
                                         Name:  Daniel Johnson
                                         Title: Vice President

                                      GE CAPITAL,

                                      by /s/ Eileen Mccolgan
                                         --------------------------------
                                         Name:  Eileen McColgan
                                         Title: Duly Authorized Signatory



<PAGE>
                                                                              85


                                         IBJ WHITEHALL BANK & TRUST


                                         by /s/ David Thauman
                                            --------------------------------
                                              Name:  David Thaumann
                                              Title: Director


                                         ING (U.S.) CAPITAL LLC


                                         by  /s/ William C. Pover
                                            --------------------------------
                                              Name:  William C. Pover
                                              Title: Director


                                         MERRILL LYNCH CAPITAL CORPORATION,


                                         by  /s/ Carol J.e. Feeley
                                            --------------------------------
                                            Name:  Carol J.E. Feeley
                                            Title: Vice President


                                         PROVIDENT BANK OF MARYLAND,


                                         by /s/ Jennifer L. Kissner
                                            --------------------------------
                                              Name:  Jennifer L. Kissner
                                              Title: Assistant Vice President


                                         SOVEREIGN BANK,


                                         by  /s/ Christopher A. Childs
                                            --------------------------------
                                              Name:  Christopher A. Childs
                                              Title: Senior Vice President


                                         SUNTRUST BANK, N.A.,


                                         by  /s/ Daniel S. Komitor
                                            --------------------------------
                                              Name:  Daniel S. Komitor
                                              Title: Director

<PAGE>
                                                                              86


                                      WACHOVIA BANK, N.A.,
                                      individually and as Documentation Agent,

                                      by
                                         --------------------------------
                                           Name:
                                           Title:
<PAGE>


                                                                         ANNEX 1


                                  COMMITMENTS

<TABLE>
<CAPTION>

Lender                   Revolving    Tranche A-1    Tranche A-2       Total
------                   ---------    -----------    -----------       -----

<S>                    <C>            <C>            <C>            <C>
Citicorp USA           $  5,000,000   $ 19,146,667           --     $ 24,146,667

GE Capital                5,000,000     19,146,667           --       24,146,667

Wachovia Bank             5,000,000     19,146,667           --       24,146,667

Bankers Trust             3,000,000     11,488,000           --       14,488,000

Suntrust Bank             3,000,000     11,488,000      3,000,000     17,488,000

Fleet Bank                2,000,000      7,658,667     10,000,000     19,658,667

IBJ Whitehall             2,000,000      7,658,667           --        9,658,667

ING US Capital            2,000,000      7,658,667           --        9,658,667

Sovereign Bank            2,000,000      7,658,667           --        9,658,667

Provident Bank
of Maryland               1,000,000      3,829,333           --        4,829,333

Merrill Lynch                  --             --        8,500,000      8,500,000

Bank of America                --             --        8,500,000      8,500,000

TOTAL                  $ 30,000,000   $114,880,002   $ 30,000,000   $174,880,002
</TABLE>