$150,000,000

                                CREDIT AGREEMENT

                                      among

                                MPS GROUP, INC.,
                                   as Borrower

                                       and

               THE MATERIAL DOMESTIC SUBSIDIARIES OF THE BORROWER
                        FROM TIME TO TIME PARTIES HERETO,
                                 as Guarantors,

                           THE LENDERS PARTIES HERETO,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                            as Administrative Agent,

                              Fleet National Bank,
                              as Syndication Agent,

                              Lloyds TSB Bank plc,
                                 SunTrust Bank,

                 Merrill LYNCH BUSINESS FINANCIAL SERVICES INC,
                           as Co-Documentation Agents.


                          Dated as of November 21, 2003

                         WACHOVIA CAPITAL MARKETS, LLC,
                      as Sole Lead Arranger and Book Runner


<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
<S>                                                                                                             <C>
                                                                                                                Page

ARTICLE I  DEFINITIONS............................................................................................1
         Section 1.1       Defined Terms..........................................................................1
         Section 1.2       Other Definitional Provisions.........................................................25
         Section 1.3       Accounting Terms......................................................................25

ARTICLE II  THE LOANS; AMOUNT AND TERMS..........................................................................26
         Section 2.1       Revolving Loans.......................................................................26
         Section 2.2       Letter of Credit Subfacility..........................................................28
         Section 2.3       Swingline Loan Subfacility............................................................31
         Section 2.4       Fees..................................................................................33
         Section 2.5       Commitment Reductions.................................................................34
         Section 2.6       Prepayments...........................................................................34
         Section 2.7       Lending Offices.......................................................................36
         Section 2.8       Default Rate and Payment Dates........................................................36
         Section 2.9       Conversion Options....................................................................37
         Section 2.10      Computation of Interest and Fees......................................................37
         Section 2.11      Pro Rata Treatment and Payments.......................................................38
         Section 2.12      Non-Receipt of Funds by the Administrative Agent......................................40
         Section 2.13      Inability to Determine Interest Rate..................................................41
         Section 2.14      Illegality............................................................................41
         Section 2.15      Requirements of Law...................................................................42
         Section 2.16      Borrower's Indemnity of Lenders.......................................................43
         Section 2.17      Taxes.................................................................................44
         Section 2.18      Indemnification; Nature of Issuing Lender's Duties....................................46

ARTICLE III  REPRESENTATIONS AND WARRANTIES......................................................................47
         Section 3.1       Financial Condition...................................................................47
         Section 3.2       No Change.............................................................................48
         Section 3.3       Corporate Existence; Compliance with Law..............................................48
         Section 3.4       Corporate Power; Authorization; Enforceable Obligations...............................48
         Section 3.5       No Legal Bar; No Default..............................................................48
         Section 3.6       No Material Litigation................................................................49
         Section 3.7       Investment Company Act................................................................49
         Section 3.8       Margin Regulations....................................................................49
         Section 3.9       ERISA.................................................................................49
         Section 3.10      Environmental Matters.................................................................50
         Section 3.11      Use of Proceeds.......................................................................51
         Section 3.12      Subsidiaries..........................................................................51
         Section 3.13      Ownership.............................................................................51
         Section 3.14      Indebtedness..........................................................................51
         Section 3.15      Taxes.................................................................................51
         Section 3.16      Intellectual Property.................................................................51
         Section 3.17      Solvency..............................................................................52
         Section 3.18      Investments...........................................................................52
         Section 3.19      Location of Chief Executive Office....................................................52
         Section 3.20      No Burdensome Restrictions............................................................52
         Section 3.21      Brokers' Fees.........................................................................52
         Section 3.22      Labor Matters.........................................................................53
         Section 3.23      Security Documents....................................................................53
         Section 3.24      Accuracy and Completeness of Information..............................................53
         Section 3.25      Material Contracts....................................................................53
         Section 3.26      Insurance.............................................................................53
         Section 3.27      Tax Shelter Regulations...............................................................54

ARTICLE IV  CONDITIONS PRECEDENT.................................................................................54
         Section 4.1       Conditions to Closing Date and Initial Extensions of Credit...........................54
         Section 4.2       Conditions to All Extensions of Credit................................................57

ARTICLE V  AFFIRMATIVE COVENANTS.................................................................................58
         Section 5.1       Financial Statements..................................................................58
         Section 5.2       Certificates; Other Information.......................................................59
         Section 5.3       Payment of Obligations................................................................61
         Section 5.4       Conduct of Business and Maintenance of Existence......................................61
         Section 5.5       Maintenance of Property; Insurance....................................................61
         Section 5.6       Inspection of Property; Books and Records; Discussions................................61
         Section 5.7       Notices...............................................................................62
         Section 5.8       Environmental Laws....................................................................63
         Section 5.9       Financial Covenants...................................................................63
         Section 5.10      Additional Subsidiary Guarantors......................................................64
         Section 5.11      Compliance with Law...................................................................64
         Section 5.12      Pledged Assets........................................................................64
         Section 5.13      Further Assurances Regarding Collateral...............................................65

ARTICLE VI  NEGATIVE COVENANTS...................................................................................65
         Section 6.1       Indebtedness..........................................................................65
         Section 6.2       Liens.................................................................................66
         Section 6.3       Nature of Business....................................................................66
         Section 6.4       Consolidation, Merger, Sale or Purchase of Assets, etc................................66
         Section 6.5       Advances, Investments and Loans.......................................................68
         Section 6.6       Transactions with Affiliates..........................................................68
         Section 6.7       Ownership of Subsidiaries; Restrictions...............................................68
         Section 6.8       Fiscal Year; Organizational Documents; Material Contracts; Subordinated Indebtedness; Accounting
                           Policies..............................................................................69
         Section 6.9       Limitation on Restricted Actions......................................................69
         Section 6.10      Restricted Payments...................................................................70
         Section 6.11      Sale Leasebacks.......................................................................70
         Section 6.12      No Further Negative Pledges...........................................................70

ARTICLE VII  EVENTS OF DEFAULT...................................................................................71
         Section 7.1       Events of Default.....................................................................71
         Section 7.2       Acceleration; Remedies................................................................73

ARTICLE VIII  THE AGENT..........................................................................................74
         Section 8.1       Appointment...........................................................................74
         Section 8.2       Delegation of Duties..................................................................74
         Section 8.3       Exculpatory Provisions................................................................74
         Section 8.4       Reliance by Administrative Agent......................................................75
         Section 8.5       Notice of Default.....................................................................75
         Section 8.6       Non-Reliance on Administrative Agent and Other Lenders................................76
         Section 8.7       Lenders Indemnification of Agent......................................................76
         Section 8.8       Administrative Agent in Its Individual Capacity.......................................77
         Section 8.9       Successor Administrative Agent........................................................77
         Section 8.10      Other Agents..........................................................................77

ARTICLE IX  MISCELLANEOUS........................................................................................77
         Section 9.1       Amendments, Waivers and Release of Collateral.........................................77
         Section 9.2       Notices...............................................................................79
         Section 9.3       No Waiver; Cumulative Remedies........................................................80
         Section 9.4       Survival of Representations and Warranties............................................80
         Section 9.5       Payment of Expenses and Taxes.........................................................80
         Section 9.6       Successors and Assigns; Participations; Purchasing Lenders............................81
         Section 9.7       Adjustments; Set-off..................................................................84
         Section 9.8       Table of Contents and Section Headings................................................85
         Section 9.9       Counterparts..........................................................................85
         Section 9.10      Effectiveness.........................................................................85
         Section 9.11      Severability..........................................................................85
         Section 9.12      Integration...........................................................................85
         Section 9.13      Governing Law.........................................................................86
         Section 9.14      Consent to Jurisdiction and Service of Process........................................86
         Section 9.15      [Intentionally Omitted]...............................................................86
         Section 9.16      Confidentiality.......................................................................86
         Section 9.17      Acknowledgments.......................................................................87
         Section 9.18      Waivers of Jury Trial.................................................................88

ARTICLE X  GUARANTY..............................................................................................88
         Section 10.1      The Guaranty..........................................................................88
         Section 10.2      Bankruptcy............................................................................89
         Section 10.3      Nature of Liability...................................................................89
         Section 10.4      Independent Obligation................................................................89
         Section 10.5      Authorization.........................................................................90
         Section 10.6      Reliance..............................................................................90
         Section 10.7      Waiver................................................................................90
         Section 10.8      Limitation on Enforcement.............................................................91
         Section 10.9      Confirmation of Payment...............................................................92

</TABLE>

<PAGE>



Schedules

Schedule 1.1-1                      Account Designation Letter
Schedule 1.1-2                      Permitted Investments
Schedule 1.1-3                      Permitted Liens
Schedule 2.1(a)                     Schedule of Lenders and Commitments
Schedule 2.1(b)(i)                  Form of Notice of Borrowing
Schedule 2.1(e)                     Form of Revolving Note
Schedule 2.3(d)                     Form of Swingline Note
Schedule 2.9                        Form of Notice of Conversion/Extension
Schedule 2.17                       2.17 Certificate
Schedule 3.12                       Subsidiaries
Schedule 3.19                       Chief Executive Offices
Schedule 3.22                       Labor Matters
Schedule 3.26                       Insurance
Schedule 4.1-1                      Form of Secretary's Certificate
Schedule 4.1-2                      Form of Solvency Certificate
Schedule 5.2(b)                     Form of Officer's Compliance Certificate
Schedule 5.10                       Form of Joinder Agreement
Schedule 5.13                       Collateral Matters
Schedule 9.2                        Schedule of Lenders' Lending Offices
Schedule 9.6(c)                     Form of Commitment Transfer Supplement


<PAGE>

     CREDIT AGREEMENT,  dated as of November 21, 2003, among MPS GROUP,  INC., a
Florida  corporation (the "Borrower"),  those Material Domestic  Subsidiaries of
the Borrower  identified as a "Guarantor" on the signature pages hereto and such
other Material  Domestic  Subsidiaries  of the Borrower as may from time to time
become  a  party  hereto  (individually  a  "Guarantor"  and  collectively,  the
"Guarantors"),  the several banks and other  financial  institutions as may from
time to time become parties to this Agreement (collectively,  the "Lenders"; and
individually,  a "Lender"), and WACHOVIA BANK, NATIONAL ASSOCIATION,  a national
banking association,  as administrative agent for the Lenders hereunder (in such
capacity, the "Administrative Agent"), Fleet National Bank, as syndication agent
(in such capacity,  the "Syndication  Agent"), and Lloyds TSB Bank plc, SunTrust
Bank  and  Merrill  Lynch  Business   Financial   Services   Inc.,   each  as  a
co-documentation agent (each in such capacity, a "Co-Documentation Agent").


                              W I T N E S S E T H:


     WHEREAS,  the Borrower has requested  that the Lenders make loans and other
financial accommodations to the Borrower in the amount of up to $150,000,000, as
more particularly described herein; and

     WHEREAS,  the Lenders  have  agreed to make such loans and other  financial
accommodations to the Borrower on the terms and conditions contained herein.

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


                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1       Defined Terms.

     As used in this Agreement,  terms defined in the preamble to this Agreement
have the meanings therein indicated,  and the following terms have the following
meanings:

     "Account  Designation  Letter" shall mean the Notice of Account Designation
Letter  dated the Closing  Date from the  Borrower to the  Administrative  Agent
substantially in the form attached hereto as Schedule 1.1-1.

     "Additional  Credit  Party" shall mean each Person that becomes a Guarantor
by execution of a Joinder Agreement in accordance with Section 5.10.

     "Administrative  Agent"  shall  have the  meaning  set  forth in the  first
paragraph of this Agreement and any successors in such capacity.

     "Administrative  Agent's  Office" shall mean, with respect to any currency,
the Administrative Agent's address and, as appropriate,  account as set forth on
Schedule 9.2 with  respect to such  currency,  or such other  address or account
with respect to such currency as the Administrative  Agent may from time to time
notify to the Borrower and the Lenders.

     "Affiliate"  shall mean as to any Person,  any other Person  (excluding any
Subsidiary) which,  directly or indirectly,  is in control of, is controlled by,
or is under common control with, such Person. For purposes of this definition, a
Person shall be deemed to be "controlled by" a Person if such Person  possesses,
directly or  indirectly,  power either (a) to vote 10% or more of the securities
having ordinary voting power for the election of directors of such Person or (b)
to direct or cause the direction of the  management  and policies of such Person
whether by contract or otherwise.

     "Agreement"  or "Credit  Agreement"  shall mean this Credit  Agreement,  as
amended, restated, modified or supplemented from time to time in accordance with
its terms.

     "Aggregate  Revolving Committed Amount" shall have the meaning set forth in
Section 2.1.

     "Alternate  Base Rate" shall  mean,  for any day, a rate per annum equal to
the  greater  of (a) the Prime  Rate in  effect on such day and (b) the  Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes  hereof:
"Prime Rate" shall mean,  at any time,  the rate of interest per annum  publicly
announced  from time to time by Wachovia at its  principal  office in Charlotte,
North  Carolina  as its prime  rate.  Each  change in the  Prime  Rate  shall be
effective as of the opening of business on the day such change in the Prime Rate
occurs.  The parties  hereto  acknowledge  that the rate  announced  publicly by
Wachovia as its Prime Rate is an index or base rate and shall not necessarily be
its lowest or best rate charged to its  customers  or other banks;  and "Federal
Funds Effective Rate" shall mean, 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 on the next succeeding Business Day, the average of the quotations for
the day of such  transactions  received by the  Administrative  Agent from three
federal funds brokers of recognized  standing  selected by it. If for any reason
the  Administrative  Agent shall have determined (which  determination  shall be
conclusive in the absence of manifest  error) that it is unable to ascertain the
Federal Funds Effective Rate, for any reason, including the inability or failure
of the Administrative  Agent to obtain sufficient  quotations in accordance with
the terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition,  as appropriate,  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 opening of business on the date of such
change.

     "Alternate  Base Rate  Loans"  shall mean Loans  that bear  interest  at an
interest rate based on the Alternate Base Rate.

     "Applicable  Percentage"  shall mean,  for any day,  the rate per annum set
forth below opposite the applicable  level then in effect,  it being  understood
that the  Applicable  Percentage  for (i) Alternate Base Rate Loans shall be the
percentage set forth under the column  "Alternate Base Rate Margin",  (ii) LIBOR
Rate Loans shall be the percentage set forth under the column "LIBOR Rate Margin
and  Letter  of Credit  Fees",  (iii) the  Letter  of Credit  Fees  shall be the
percentage  set forth  under the column  "LIBOR Rate Margin and Letter of Credit
Fees" and (vi) the  Commitment  Fee shall be the  percentage set forth under the
column "Commitment Fee":

<TABLE>
<CAPTION>
                                                    LIBOR Rate
                                     Alternate       Margin and
                  Leverage           Base Rate        Letter of        Commitment
  Level             Ratio              Margin        Credit Fees          Fee

         <c>                      <c>             <c>              <c>
   I           >2.0 to 1.00           0.750%          1.750%            0.500%

   II          <= 2.00 to 1.00 but    0.500%          1.500%            0.375%
                 > 1.50 to 1.00

   III         <= 1.50 to 1.00 but    0.250%          1.250%            0.375%
                 > 1.00 to 1.00

   IV          <= 1.00 to 1.00        0.000%          1.000%            0.300%
</TABLE>

     The Applicable  Percentage  shall, in each case, be determined and adjusted
quarterly  on the date  five  (5)  Business  Days  after  the date on which  the
Administrative  Agent has received from the Borrower the  financial  information
and certifications  required to be delivered to the Administrative Agent and the
Lenders in accordance with the provisions of Sections 5.1(a) and (b) and Section
5.2(b) (each an "Interest Determination Date"). Such Applicable Percentage shall
be effective from such Interest  Determination Date until the next such Interest
Determination  Date. The initial Applicable  Percentages shall be based on Level
III until the first Interest  Determination Date occurring after the delivery of
the officer's compliance  certificate pursuant to Section 5.2(b) for the quarter
ended March 31, 2004.  After the Closing  Date,  if the  Borrower  shall fail to
provide the quarterly  financial  information and  certifications  in accordance
with  the  provisions  of  Sections  5.1(a)  and (b)  and  Section  5.2(b),  the
Applicable  Percentage  from the date five (5)  Business  Days after the date by
which the  Borrower was so required to provide such  financial  information  and
certifications to the Administrative  Agent and the Lenders, be based on Level I
until such time as such information and certifications  are provided,  whereupon
the Level shall be determined by the then current Leverage Ratio.

     "Arranger" shall mean Wachovia Capital Markets,  LLC, as Sole Lead Arranger
and Book Runner, together with its successors and/or assigns.

     "Asset  Coverage  Ratio" shall mean, as of any date of  determination,  the
ratio of (a)  Funded  Debt of the Credit  Parties  and their  Subsidiaries  on a
consolidated  basis to (b) the aggregate book value of Receivables of the Credit
Parties and their Subsidiaries on a consolidated basis.

     "Asset  Disposition" shall mean the disposition of any or all of the assets
(including,  without  limitation,  the  Capital  Stock  of a  Subsidiary  or any
ownership  interest in a joint  venture) of any Credit  Party or any  Subsidiary
whether by sale,  lease,  transfer or  otherwise.  The term "Asset  Disposition"
shall not include (i) the sale,  lease,  transfer or other disposition of assets
permitted by Section  6.4(a)(i),  (ii), (iii), (iv), (v), (vii) or (viii) hereof
or (ii) any Equity Issuance.

     "Bankruptcy  Code" shall mean the Bankruptcy Code in Title 11 of the United
States Code, as amended, modified, succeeded or replaced from time to time.

     "Borrower"  shall have the meaning set forth in the first paragraph of this
Agreement.

     "Borrowing  Date" shall mean, in respect of any Loan, the date such Loan is
made.

     "Business" shall have the meaning set forth in Section 3.10.

     "Business Day" shall mean a day other than a Saturday,  Sunday or other day
on which commercial banks in Charlotte, North Carolina or New York, New York are
authorized  or required by law to close;  provided,  however,  that when used in
connection with a rate determination, borrowing or payment in respect of a LIBOR
Rate Loan,  the term "Business Day" shall also exclude any day on which banks in
London,  England are not open for  dealings in deposits of Dollars in the London
interbank market.

     "Capitalization  Ratio" shall mean with  respect to the Credit  Parties and
their Subsidiaries on a consolidated basis for the twelve month period ending on
the last day of any fiscal quarter of the Borrower, the ratio of (a) Funded Debt
of the Credit Parties and their Subsidiaries on a consolidated basis on the last
day of such period to (b) the sum of (i) Funded  Debt of the Credit  Parties and
their  Subsidiaries  on a consolidated  basis on the last day of such period and
(ii)  Consolidated  Net Worth of the Credit Parties and their  Subsidiaries on a
consolidated basis for such period.

     "Capital  Lease"  shall mean any lease of property,  real or personal,  the
obligations  with respect to which are required to be  capitalized  on a balance
sheet of the lessee in accordance with GAAP.

     "Capital Lease  Obligations"  shall mean the capitalized  lease obligations
relating to a Capital Lease determined in accordance with GAAP.

     "Capital Stock" shall mean (a) in the case of a corporation, capital stock,
(b) in the  case of an  association  or  business  entity,  any and all  shares,
interests,  participations,  rights or other equivalents (however designated) of
capital stock, (c) in the case of a partnership,  partnership interests (whether
general or limited), (d) in the case of a limited liability company,  membership
interests and (e) any other interest or  participation  that confers on a Person
the right to receive a share of the profits and losses of, or  distributions  of
assets of, the issuing Person.

     "Cash  Equivalents"  shall mean (a) securities issued or directly and fully
guaranteed  or  insured  by the  United  States  of  America  or any  agency  or
instrumentality  thereof  (provided that the full faith and credit of the United
States of America is pledged in support  thereof) having  maturities of not more
than twelve months from the date of acquisition ("Government Obligations"),  (b)
U.S.  dollar  denominated  (or foreign  currency  fully  hedged) time  deposits,
certificates of deposit, eurodollar time deposits and eurodollar certificates of
deposit  of (i) any  domestic  commercial  bank of  recognized  standing  having
capital and surplus in excess of $100,000,000 or (ii) any bank whose  short-term
commercial  paper rating from S&P is at least A-1 or the  equivalent  thereof or
from Moody's is at least P-1 or the  equivalent  thereof (any such bank being an
"Approved  Bank"),  in each case with  maturities of not more than 364 days from
the date of acquisition,  (c) commercial  paper and variable or fixed rate notes
issued by any Approved Bank (or by the parent  company  thereof) or any variable
rate notes issued by or guaranteed by any domestic corporation rated A-1 (or the
equivalent  thereof)  or better  by S&P or P-1 (or the  equivalent  thereof)  or
better by Moody's and maturing  within twelve months of the date of acquisition,
(d)  repurchase  agreements  with an  Approved  Bank or a bank or trust  company
(including  a Lender) or a  recognized  securities  dealer  having  capital  and
surplus  in excess of  $500,000,000  for direct  obligations  issued by or fully
guaranteed  by  the  United  States  of  America  or  any  agency  thereof,  (e)
obligations  of any state of the  United  States  of  America  or any  political
subdivision thereof for the payment of the principal and redemption price of and
interest  on which  there  shall  have  been  irrevocably  deposited  Government
Obligations  maturing  as to  principal  and  interest  at times and in  amounts
sufficient to provide such  payment,  (f) auction  preferred  stock rated in the
highest  short-term  credit  rating  category by S&P or  Moody's,  and (g) money
market funds the assets of which are primarily invested in the above.

     "Change of Control"  shall mean any Person or two or more Persons acting in
concert shall have acquired "beneficial ownership," directly or indirectly,  of,
or shall have  acquired by contract or  otherwise,  or shall have entered into a
contract or arrangement  that,  upon  consummation,  will result in its or their
acquisition  of,  or  control  over,  Voting  Stock of the  Borrower  (or  other
securities  convertible into such Voting Stock)  representing 35% or more of the
combined  voting power of all Voting Stock of the  Borrower,  or (b)  Continuing
Directors  shall cease for any reason to constitute a majority of the members of
the  board  of  directors  of the  Borrower  then in  office.  As  used  herein,
"beneficial  ownership"  shall have the  meaning  provided  in Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934.

     "Closing Date" shall mean the date of this Agreement.

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended from time
to time.

     "Co-Documentation  Agent"  shall  have the  meaning  set forth in the first
paragraph of this Agreement and any successors in such capacity.

     "Collateral"  shall mean a collective  reference to the collateral which is
identified in, and at any time will be covered by, the Security Documents.

     "Commitment"  shall mean the Revolving  Commitment,  the LOC Commitment and
the Swingline Commitment, individually or collectively, as appropriate.

     "Commitment Fee" shall have the meaning set forth in Section 2.4(a).

     "Commitment  Percentage" shall mean the Revolving Commitment Percentage and
the LOC Commitment Percentage, as appropriate.

     "Commitment  Period"  shall mean the period from and  including the Closing
Date to but not including the Maturity Date.

     "Commitment   Transfer   Supplement"  shall  mean  a  Commitment   Transfer
Supplement, substantially in the form of Schedule 9.6(c).

     "Commonly  Controlled  Entity"  shall  mean  an  entity,   whether  or  not
incorporated, which is under common control with the Borrower within the meaning
of Section  4001 of ERISA or is part of a group which  includes the Borrower and
which is treated as a single employer under Section 414 of the Code.

     "Consolidated Capital Expenditures" shall mean, for any period, all capital
expenditures  of the Credit  Parties and their  Subsidiaries  on a  consolidated
basis  for  such  period,  as  determined  in  accordance  with  GAAP.  The term
"Consolidated  Capital  Expenditures" shall not include capital  expenditures in
respect of the reinvestment of proceeds derived from Recovery Events received by
the Credit Parties and their  Subsidiaries to the extent that such  reinvestment
is permitted under the Credit Documents.

     "Consolidated   EBITDA"  shall  mean,  for  any  period,  the  sum  of  (a)
Consolidated  Net  Income  for such  period,  plus (b) an amount  which,  in the
determination of Consolidated Net Income for such period,  has been deducted for
(i) Consolidated Interest Expense, (ii) total federal,  state, local and foreign
income,  value  added and  similar  taxes and (iii)  depreciation,  amortization
expense and other non-cash charges (including, without limitation, restructuring
charges,  non-cash stock,  option or  compensation  expense,  non-recurring  and
non-cash   charges  related  to  Non-Core  Assets  to  the  extent  deducted  in
calculating  Consolidated  Net Income,  plus (c) amounts expensed as a result of
stock option  buybacks which become cash charges  during such period,  minus (d)
cash  payments  during such period  related to  restructuring  charges for which
reserves  have  been  taken  in the  current  period  or prior  periods,  all as
determined in accordance with GAAP and as determined on a consolidated basis.

     "Consolidated  Fixed Charges" shall mean,  with respect to the Borrower and
its Subsidiaries,  for the periods indicated,  the sum of, without  duplication,
(a)  Consolidated  Interest  Expense and (b)  Scheduled  Funded  Debt  Payments,
including,   without   duplication,   payments  made  with  respect  to  earnout
obligations,  made  during  the  four-quarter  period  ending  on  the  date  of
computation thereof.

     "Consolidated  Interest  Expense"  shall  mean,  for any  period,  all cash
interest expense of the Credit Parties and their Subsidiaries,  as determined in
accordance with GAAP.

     "Consolidated Net Income" shall mean, for any period, net income (excluding
extraordinary items) after taxes for such period of the Credit Parties and their
Subsidiaries on a consolidated basis, as determined in accordance with GAAP.

     "Consolidated Net Worth" shall mean, as of any date of  determination,  the
net worth for such  period of the Credit  Parties  and their  Subsidiaries  on a
consolidated basis, as determined in accordance with GAAP.

     "Consolidated  Rental  Expense"  shall mean, for any period with respect to
the Credit Parties and their  Subsidiaries on a consolidated  basis,  all rental
expenses of the Credit  Parties and their  Subsidiaries  related to the lease of
real property during such period, as determined in accordance with GAAP.

     "Consolidated  Total Assets"  shall mean, as of any date of  determination,
total  assets of the Credit  Parties and their  Subsidiaries  on a  consolidated
basis, as determined in accordance with GAAP.

     "Continuing   Directors"  shall  mean,  during  any  period  of  up  to  24
consecutive  months  commencing  after the Closing Date,  individuals who at the
beginning of such 24 month period were directors of the Borrower  (together with
any new director whose  election by the  Borrower's  board of directors or whose
nomination for election by the Borrower's shareholders was approved by a vote of
at least a majority  of the  directors  then  still in office  who  either  were
directors at the beginning of such period or whose  election or  nomination  for
election was previously so approved).

     "Copyright Licenses" shall mean any written agreement naming any Obligor as
licensor and granting any right under any Copyright.

     "Copyrights"  shall mean (a) all registered United States copyrights in all
Works,  now existing or hereafter  created or acquired,  all  registrations  and
recordings  thereof,  and all applications in connection  therewith,  including,
without  limitation,  registrations,  recordings and  applications in the United
States Copyright Office and (b) all renewals thereof including.

     "Credit  Documents"  shall  mean this  Agreement,  each of the  Notes,  any
Joinder  Agreement,  the LOC  Documents,  the Security  Documents and each other
agreement,  certificate, document or instrument delivered in connection with any
Credit Document, whether or not specifically mentioned herein or therein.

     "Credit Party" shall mean any of the Borrower or the Guarantors.

     "Credit Party Obligations" shall mean, without duplication,  (i) all of the
obligations  (including  the  Obligations)  of the Credit Parties to the Lenders
(including the Issuing Lender) and the Administrative  Agent,  whenever arising,
under this Agreement, the Notes or any of the other Credit Documents (including,
but not limited to, any interest  accruing after the occurrence of a filing of a
petition of  bankruptcy  under the  Bankruptcy  Code with  respect to any Credit
Party,  regardless  of  whether  such  interest  is an allowed  claim  under the
Bankruptcy  Code) and (ii) all liabilities and  obligations,  whenever  arising,
owing from any Credit Party or any of its Subsidiaries to any Hedging  Agreement
Provider arising under any Secured Hedging Agreement.

     "Debt  Issuance" shall mean the issuance of any  Indebtedness  for borrowed
money by any Credit Party or any of its  Subsidiaries  (excluding,  for purposes
hereof,  any Equity Issuance or any  Indebtedness of any Credit Party and/or its
Subsidiaries permitted to be incurred pursuant to Section 6.1 hereof).

     "Debtor  Relief Laws" means the Bankruptcy  Code of the United States,  and
all other liquidation,  conservatorship,  bankruptcy, assignment for the benefit
of   creditors,    moratorium,    rearrangement,    receivership,    insolvency,
reorganization,  or similar  debtor  relief  laws of the United  States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

     "Default" shall mean any of the events specified in Section 7.1, whether or
not any  requirement  for the giving of notice or the lapse of time, or both, or
any other condition, has been satisfied.

     "Defaulting  Lender" shall mean, at any time, any Lender that, at such time
(a) has  failed  to make a Loan  required  pursuant  to the term of this  Credit
Agreement,  including the funding of a Participation Interest in accordance with
the  terms  hereof,  (b) has  failed to pay to the  Administrative  Agent or any
Lender an  amount  owed by such  Lender  pursuant  to the  terms of this  Credit
Agreement,  or (c)  has  been  deemed  insolvent  or  has  become  subject  to a
bankruptcy  or  insolvency  proceeding  or to a  receiver,  trustee  or  similar
official.

     "Dollars"  and "$" shall  mean  dollars  in lawful  currency  of the United
States of America.

     "Domestic Lending Office" shall mean, initially,  the office of each Lender
designated as such Lender's  Domestic  Lending Office shown on Schedule 9.2; and
thereafter,  such other  office of such  Lender as such  Lender may from time to
time specify to the Administrative  Agent and the Borrower as the office of such
Lender at which Alternate Base Rate Loans of such Lender are to be made.

     "Domestic  Subsidiary"  shall mean any  Subsidiary  that is  organized  and
existing  under  the laws of the  United  States  or any  state or  commonwealth
thereof or under the laws of the District of Columbia.

     "Environmental  Laws" shall mean any and all applicable  foreign,  Federal,
state,  local  or  municipal  laws,  rules,   orders,   regulations,   statutes,
ordinances,  codes, decrees, requirements of any Governmental Authority or other
Requirement of Law (including  common law)  regulating,  relating to or imposing
liability or standards of conduct  concerning  protection of human health or the
environment,  as now or may at any  time be in  effect  during  the term of this
Agreement.

     "Equity  Issuance"  shall  mean any  issuance  by any  Credit  Party or any
Subsidiary  to any Person which is not a Credit Party of (a) shares or interests
of its Capital Stock,  (b) any shares or interests of its Capital Stock pursuant
to the exercise of options or warrants or other similar  rights,  (c) any shares
or  interests  of its  Capital  Stock  pursuant  to the  conversion  of any debt
securities  to equity or (d) warrants or options or other  similar  rights which
are  exercisable  for or  convertible  into shares or  interests  of its Capital
Stock. The term "Equity Issuance" shall not include any Asset Disposition or any
Debt Issuance.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended from time to time.

     "Eurodollar  Reserve  Percentage"  shall mean for any day,  the  percentage
(expressed as a decimal and rounded  upwards,  if necessary,  to the next higher
1/100th  of 1%) which is in effect  for such day as  prescribed  by the  Federal
Reserve Board (or any successor) for determining the maximum reserve requirement
(including without limitation any basic,  supplemental or emergency reserves) in
respect of eurocurrency liabilities, as defined in Regulation D of such Board as
in effect from time to time, or any similar category of liabilities for a member
bank of the Federal Reserve System in New York City.

     "Event of Default"  shall mean any of the events  specified in Section 7.1;
provided,  however, with respect to any such event, that any requirement for the
giving  of notice or the lapse of time,  or both,  or any other  condition  with
respect thereto, has been satisfied.

     "Extension of Credit" shall mean, as to any Lender, the making of a Loan by
such Lender or the issuance of, or participation  in, a Letter of Credit by such
Lender.

     "Federal  Funds  Effective  Rate"  shall have the  meaning set forth in the
definition of "Alternate Base Rate".

     "Fee  Letter"  shall mean the  letter  agreement  dated  October  10,  2003
addressed to the Borrower from the  Administrative  Agent and the  Arranger,  as
amended,  restated,  modified,  supplemented or otherwise  replaced from time to
time.

     "Fixed  Charge  Coverage  Ratio"  shall  mean,  with  respect to the Credit
Parties and their  Subsidiaries  on a  consolidated  basis for the twelve  month
period ending on the last day of any fiscal  quarter of the Borrower,  the ratio
of (a) Consolidated EBITDA for such period plus Consolidated Rental Expenses for
such period  plus all amounts  deducted  from  Consolidated  Net Income (but not
added back in the  determination  of  Consolidated  EBITDA)  attributable to the
payment of Consolidated  Fixed Charges for such period to (b) Consolidated Fixed
Charges for such period plus Consolidated Rental Expense for such period.

     "Foreign  Acquisition"  shall mean any acquisition or any series of related
acquisitions  by a Credit  Party or any of its  Subsidiaries  of the assets or a
majority  of the Voting  Stock of a Person that is not  incorporated,  formed or
organized  in the United  States,  or any  division,  line of  business or other
business unit of a Person that is not  incorporated,  formed or organized in the
United States.

     "Foreign  Subsidiary"  shall  mean any  Subsidiary  which is not a Domestic
Subsidiary.

     "Funded Debt" shall mean, with respect to any Person,  without duplication,
(a) all  Indebtedness of such Person for borrowed money,  (b) all obligations of
such Person evidenced by bonds,  debentures,  notes or similar  instruments,  or
upon which interest  payments are customarily  made, (c) all obligations of such
Person under  conditional sale or other title retention  agreements  relating to
property  purchased  by  such  Person  (other  than  customary  reservations  or
retentions of title under agreements with suppliers entered into in the ordinary
course of business),  (d) all  obligations  of such Person  incurred,  issued or
assumed as the deferred purchase price of property or services purchased by such
Person  (other than trade debt  incurred in the ordinary  course of business and
due  within  six  months  of the  incurrence  thereof)  which  would  appear  as
liabilities  on a balance  sheet of such  Person  and  including,  in any event,
earnout obligations, (e) the principal portion of all obligations of such Person
under  Capital  Leases,  (f) the  maximum  face  amount of all letters of credit
issued or bankers' acceptances facilities created for the account of such Person
and,   without   duplication,   all  drafts  drawn  thereunder  (to  the  extent
unreimbursed),  (g) all preferred  Capital Stock issued by such Person and which
by the  terms  thereof  could  be (at the  request  of the  holders  thereof  or
otherwise)  subject to mandatory  sinking  fund  payments,  redemption  or other
acceleration  prior to the date which is six months after the Maturity Date, (h)
the  principal  balance  outstanding  under any synthetic  lease,  tax retention
operating lease,  off-balance sheet loan or similar  off-balance sheet financing
product,  (i) all  Indebtedness  of others of the type  described in clauses (a)
through (h) hereof secured by (or for which the holder of such  Indebtedness has
an existing  right,  contingent or otherwise,  to be secured by) any Lien on, or
payable out of the proceeds of production  from,  property  owned or acquired by
such Person,  whether or not the obligations  secured thereby have been assumed,
provided  that for  purposes  hereof  the amount of such  Indebtedness  shall be
limited to the greater of (A) the amount of such  Indebtedness as to which there
is  recourse  to or  liability  of such  Person  and (B) the fair  market of the
property  which is subject to the Lien,  (j) all  Guaranty  Obligations  of such
Person with respect to  Indebtedness  of another Person of the type described in
clauses (a) through (i) hereof,  and (k) all  Indebtedness of the type described
in clauses (a) through (i) hereof of any  partnership  or  unincorporated  joint
venture in which such  Person is a general  partner or a joint  venturer  in the
amount  such  Indebtedness  is recourse  to or is a  liability  of such  Person;
provided,  however,  that Funded Debt shall not include  Indebtedness  among the
Credit Parties and their  Subsidiaries to the extent such Indebtedness  would be
eliminated on a consolidated basis.

     "GAAP" shall mean generally accepted accounting principles in effect in the
United States of America applied on a consistent basis, subject, however, in the
case of  determination  of compliance  with the  financial  covenants set out in
Section 5.9, to the provisions of Section 1.3.

     "Government Acts" shall have the meaning set forth in Section 2.19.

     "Governmental Authority" shall mean any nation or government,  any state or
other  political  subdivision  thereof  and  any  entity  exercising  executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to government.

     "Guaranty  Obligations"  shall mean,  with  respect to any Person,  without
duplication,  any  obligations  of such Person (other than  endorsements  in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing  or intended to guarantee any  Indebtedness  of any other Person in
any manner,  whether direct or indirect,  and including  without  limitation any
obligation,  whether or not contingent, (i) to purchase any such Indebtedness or
any property constituting security therefor, (ii) to advance or provide funds or
other  support  for the  payment  or  purchase  of any such  Indebtedness  or to
maintain  working  capital,  solvency or other balance  sheet  condition of such
other Person  (including  without  limitation keep well agreements,  maintenance
agreements,  comfort  letters or similar  agreements  or  arrangements)  for the
benefit of any holder of  Indebtedness  of such other Person,  (iii) to lease or
purchase Property,  securities or services primarily for the purpose of assuring
the holder of such  Indebtedness,  or (iv) to otherwise  assure or hold harmless
the holder of such Indebtedness  against loss in respect thereof.  The amount of
any Guaranty  Obligation  hereunder  shall (subject to any limitations set forth
therein) be deemed to be an amount equal to the outstanding principal amount (or
maximum  principal  amount,  if larger) of the  Indebtedness in respect of which
such Guaranty Obligation is made.

     "Guarantor" shall have the meaning set forth in the first paragraph of this
Agreement.

     "Guaranty"  shall mean the guaranty of the  Guarantors set forth in Article
X.

     "Hedging  Agreements" shall mean, with respect to any Person, any agreement
entered into to protect such Person against  fluctuations  in interest rates, or
currency or raw materials values,  including,  without limitation,  any interest
rate swap, cap or collar  agreement or similar  arrangement  between such Person
and  one or  more  counterparties,  any  foreign  currency  exchange  agreement,
currency protection agreements, commodity purchase or option agreements or other
interest or exchange rate or commodity price hedging agreements.

     "Hedging  Agreement  Provider"  shall mean any Person  that  enters  into a
Secured Hedging Agreement with a Credit Party or any of its Subsidiaries that is
permitted by Section 6.1(d) to the extent such Person is a Lender,  an Affiliate
of a Lender or any other  Person that was a Lender (or an Affiliate of a Lender)
at the time it entered into the Secured Hedging Agreement but has ceased to be a
Lender  (or  whose  Affiliate  has  ceased  to be a  Lender)  under  the  Credit
Agreement.

     "Indebtedness" shall mean, with respect to any Person, without duplication,
(a) all  obligations of such Person for borrowed  money,  (b) all obligations of
such Person evidenced by bonds,  debentures,  notes or similar  instruments,  or
upon which interest  payments are customarily  made, (c) all obligations of such
Person under  conditional sale or other title retention  agreements  relating to
property  purchased  by  such  Person  (other  than  customary  reservations  or
retentions of title under agreements with suppliers entered into in the ordinary
course of business), (d) all obligations of such Person issued or assumed as the
deferred purchase price of property or services  purchased by such Person (other
than trade debt  incurred in the ordinary  course of business and due within six
months of the incurrence thereof) which would appear as liabilities on a balance
sheet of such Person,  (e) all  obligations of such Person under  take-or-pay or
similar  arrangements or under commodities  agreements,  (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, or payable out of
the  proceeds of  production  from,  property  owned or acquired by such Person,
whether or not the obligations  secured thereby have been assumed  provided that
for  purposes  hereof  the amount of such  Indebtedness  shall be limited to the
greater of (A) the amount of such  Indebtedness as to which there is recourse to
such Person and (B) the fair market  value of the  property  which is subject to
the  Lien,  (g)  all  Guaranty  Obligations  of  such  Person  with  respect  to
Indebtedness of another Person,  (h) the principal portion of all obligations of
such Person under Capital Leases plus any accrued interest thereon,  (i) all net
obligations of such Person under Hedging  Agreements,  (j) the maximum amount of
all letters of credit issued or bankers' acceptances  facilities created for the
account of such Person and, without duplication, all drafts drawn thereunder (to
the extent unreimbursed or not cash  collateralized),  (k) all preferred Capital
Stock  issued by such  Person  and which by the terms  thereof  could be (at the
request of the holders thereof or otherwise)  subject to mandatory  sinking fund
payments,   redemption  or  other   acceleration,   (l)  the  principal  balance
outstanding   under  any  synthetic  lease,   tax  retention   operating  lease,
off-balance sheet loan or similar off-balance sheet financing product where such
transaction is considered  borrowed money  indebtedness  for tax purposes but is
classified  as  an  operating  lease  in  accordance  with  GAAP,  and  (m)  the
Indebtedness  of any partnership or  unincorporated  joint venture in which such
Person is a general partner or a joint venturer in the amount such  Indebtedness
is recourse to such Person.

     "Insolvency"  shall  mean,  with  respect to any  Multiemployer  Plan,  the
condition that such Plan is insolvent within the meaning of such term as used in
Section 4245 of ERISA.

     "Insolvent" shall mean being in a condition of Insolvency.

     "Intellectual Property" shall mean, collectively, all Copyrights, Copyright
Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses.

     "Interest  Determination  Date" shall have the meaning  assigned thereto in
the definition of "Applicable Percentage".

     "Interest  Payment Date" shall mean (a) as to any Alternate  Base Rate Loan
or Swingline  Loan,  the last  Business Day of each March,  June,  September and
December during the term of this Agreement and on the applicable  Maturity Date,
(b) as to any LIBOR Rate Loan having an Interest Period of three months or less,
the last day of such  Interest  Period,  (c) as to any LIBOR Rate Loan having an
Interest  Period longer than three months,  each day which is three months after
the first day of such Interest  Period and the last day of such Interest  Period
and (d) as to any Loan which is the subject of a mandatory  prepayment  required
pursuant to Section 2.5(b) hereof, the date of such prepayment.

     "Interest Period" shall mean, with respect to any LIBOR Rate Loan,

               (i)  initially,  the period  commencing on the Borrowing  Date or
          conversion  date,  as the case may be, with respect to such LIBOR Rate
          Loan and ending one, two, three or six months thereafter,  as selected
          by the  Borrower in the notice of  borrowing  or notice of  conversion
          given with respect thereto; and

               (ii)  thereafter,  each period  commencing on the last day of the
          immediately  preceding  Interest Period  applicable to such LIBOR Rate
          Loan and  ending  one,  two,  three or six months as  selected  by the
          Borrower by irrevocable  notice to the  Administrative  Agent not less
          than three  Business  Days  prior to the last day of the then  current
          Interest Period with respect thereto;

               provided  that  the  foregoing  provisions  are  subject  to  the
          following:

                    (A) if any Interest  Period  pertaining to a LIBOR Rate Loan
               would  otherwise  end on a day that is not a Business  Day,  such
               Interest Period shall be extended to the next succeeding Business
               Day unless the  result of such  extension  would be to carry such
               Interest  Period into another  calendar month in which event such
               Interest Period shall end on the immediately  preceding  Business
               Day;

                    (B) any Interest Period pertaining to a LIBOR Rate Loan that
               begins on the last Business Day of a calendar  month (or on a day
               for  which  there  is no  numerically  corresponding  day  in the
               calendar  month at the end of such Interest  Period) shall end on
               the last Business Day of the relevant calendar month;

                    (C) if the  Borrower  shall fail to give  notice as provided
               above,  the  Borrower  shall be deemed to have been  selected  an
               Alternate Base Rate Loan to replace the affected LIBOR Rate Loan;

                    (D) any  Interest  Period in  respect of any Loan that would
               otherwise  extend  beyond the  applicable  Maturity Date for such
               Loan shall end on such Maturity Date;

                    (E) no more than five (5) LIBOR  Rate Loans may be in effect
               at any time; provided that, for purposes hereof, LIBOR Rate Loans
               with different  Interest  Periods shall be considered as separate
               LIBOR Rate  Loans,  even if they shall begin on the same date and
               have the  same  duration,  although  borrowings,  extensions  and
               conversions  may, in accordance  with the provisions  hereof,  be
               combined at the end of existing  Interest Periods to constitute a
               new LIBOR Rate Loan with a single Interest Period.

     "Investment"  shall mean all outlays of money made,  directly or indirectly
in,  to or from any  Person,  whether  in cash or by  acquisition  of  shares of
Capital  Stock,  property  (for  investment  purposes),  assets (for  investment
purposes),  indebtedness or other  obligations or securities or by loan advance,
capital contribution or otherwise.

     "Issuing Lender" shall mean Wachovia.

     "Issuing Lender Fees" shall have the meaning set forth in Section 2.4(c).

     "Joinder  Agreement"  shall mean a Joinder  Agreement  substantially in the
form of Schedule 5.10,  executed and delivered by an Additional  Credit Party in
accordance with the provisions of Section 5.10.

     "Lender"  shall have the meaning set forth in the first  paragraph  of this
Agreement.

     "Letters of Credit"  shall mean any letter of credit  issued by the Issuing
Lender  pursuant to the terms hereof,  as such Letters of Credit may be amended,
modified, extended, renewed or replaced from time to time.

     "Letter of Credit  Facing  Fee" shall have the meaning set forth in Section
2.4(b).

     "Letter of Credit Fee" shall have the meaning set forth in Section 2.4(b).

     "Leverage  Ratio" shall mean,  with respect to the Credit Parties and their
Subsidiaries  on a consolidated  basis for the twelve month period ending on the
last day of any fiscal quarter of the Borrower,  the ratio of (a) Funded Debt of
the Credit Parties and their  Subsidiaries  on a consolidated  basis on the last
day of such period to (b) Consolidated EBITDA for such period.

     "LIBOR"  shall  mean,  for any  LIBOR  Rate  Loan for any  Interest  Period
therefor,  the rate per annum  (rounded  upwards,  if necessary,  to the nearest
1/100 of 1%) appearing on Telerate Page 3750 or any successor page as the London
interbank  offered  rate for  deposits  in Dollars at  approximately  11:00 a.m.
(London time) two Business  Days prior to the first day of such Interest  Period
for a term  comparable to such Interest  Period.  If for any reason such rate is
not  available,  the term  "LIBOR"  shall mean,  for any LIBOR Rate Loan for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary,  to
the nearest  1/100 of 1%)  appearing  on Reuters  Screen LIBO Page as the London
interbank  offered  rate for  deposits  in Dollars at  approximately  11:00 A.M.
(London time) two Business  Days prior to the first day of such Interest  Period
for a term comparable to such Interest Period;  provided,  however, if more than
one rate is specified on Reuters Screen LIBO Page, the applicable  rate shall be
the arithmetic  mean of all such rates (rounded  upwards,  if necessary,  to the
nearest  1/100 of 1%). If, for any reason,  neither of such rates is  available,
then "LIBOR" shall mean the rate per annum at which, as reasonably determined by
the  Administrative  Agent,  Dollars in an amount  comparable  to the Loans then
requested are being offered to leading banks at approximately  11:00 A.M. London
time, two (2) Business Days prior to the commencement of the applicable Interest
Period for  settlement in  immediately  available  funds by leading banks in the
London interbank market for a period equal to the Interest Period selected.

     "LIBOR  Lending  Office" shall mean,  initially,  the office of each Lender
designated  as such  Lender's  LIBOR  Lending  Office shown on Schedule 9.2; and
thereafter,  such other  office of such  Lender as such  Lender may from time to
time specify to the Administrative  Agent and the Borrower as the office of such
Lender at which the LIBOR Rate Loans of such Lender are to be made.

     "LIBOR  Market Index Rate" shall mean,  for any day, the rate for one month
Dollar deposits as reported on Telerate page 3750 as of 11:00 a.m., London time,
on such day, or if such day is not a London  business day, then the  immediately
preceding London business day (or if not so reported,  then as determined by the
Administrative Agent from another recognized source or interbank quotation).

     "LIBOR Rate" shall mean a rate per annum (rounded upwards, if necessary, to
the next higher 1/100th of 1%) determined by the  Administrative  Agent pursuant
to the following formula:

             LIBOR Rate =               LIBOR
                          ------------------------------------
                          1.00 - Eurodollar Reserve Percentage

     "LIBOR Rate Loan" shall mean Loans the rate of interest applicable to which
is based on the LIBOR Rate.

     "Lien" shall mean any mortgage, pledge, hypothecation,  assignment, deposit
arrangement,  encumbrance,  lien (statutory or other),  charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement and any Capital Lease having
substantially the same economic effect as any of the foregoing).

     "Loan" shall mean a Revolving Loan or a Swingline Loan as appropriate.

     "LOC  Commitment"  shall mean the commitment of the Issuing Lender to issue
Letters of Credit and with respect to each Lender, the commitment of such Lender
to purchase participation interests in the Letters of Credit up to such Lender's
LOC  Committed  Amount as  specified in Schedule  2.1(a),  as such amount may be
reduced from time to time in accordance with the provisions hereof.

     "LOC  Commitment  Percentage"  shall mean, for each Lender,  the percentage
identified  as its  LOC  Commitment  Percentage  on  Schedule  2.1(a),  as  such
percentage may be modified in connection  with any assignment made in accordance
with the provisions of Section 9.6(c).

     "LOC Committed  Amount" shall mean,  collectively,  the aggregate amount of
all of the LOC Commitments of the Lenders to issue and participate in Letters of
Credit as  referenced  in  Section  2.3 and,  individually,  the  amount of each
Lender's LOC Commitment as specified in Schedule 2.1(a).

     "LOC  Documents"  shall mean,  with  respect to any Letter of Credit,  such
Letter of Credit, any amendments thereto,  any documents delivered in connection
therewith, any application therefor, and any agreements, instruments, guarantees
or other  documents  (whether  general in application or applicable only to such
Letter of Credit)  governing or providing for (i) the rights and  obligations of
the parties concerned or (ii) any collateral security for such obligations.

     "LOC  Obligations"  shall  mean,  at any time,  the sum of (i) the  maximum
amount  which is, or at any time  thereafter  may become,  available to be drawn
under  Letters  of  Credit  then  outstanding,   assuming  compliance  with  all
requirements  for  drawings  referred to in such Letters of Credit plus (ii) the
aggregate  amount of all drawings under Letters of Credit honored by the Issuing
Lender but not theretofore reimbursed.

     "Mandatory  Borrowing"  shall have the meaning set forth in Section  2.2(e)
and Section 2.3(b)(ii), as the context may require.

     "Material  Adverse Effect" shall mean a material  adverse effect on (a) the
business,  operations,  property or condition  (financial  or  otherwise) of the
Credit Parties and their  Subsidiaries  taken as a whole, (b) the ability of the
Borrower or any Guarantor to perform its obligations,  when such obligations are
required to be performed,  under this  Agreement,  any of the Notes or any other
Credit Document or (c) the validity or enforceability of this Agreement,  any of
the Notes or any of the other Credit  Documents or the rights or remedies of the
Administrative Agent or the Lenders hereunder or thereunder.

     "Material  Contract" shall mean any contract or other arrangement,  whether
written or oral, to which any Credit Party or any of its Subsidiaries is a party
as to which the breach, nonperformance,  cancellation or failure to renew by any
party thereto could reasonably be expected to have a Material Adverse Effect.

     "Material Domestic  Subsidiary" shall mean any Domestic  Subsidiary that is
also a Material Subsidiary.

     "Material  Subsidiary"  shall mean,  as of any date of  determination,  any
Subsidiary of the Borrower  that (a) is  identified as a Material  Subsidiary on
Schedule 3.12 attached hereto,  which schedule may be modified from time to time
by the Borrower by written notice to the Administrative Agent, (b) together with
its  Subsidiaries on a consolidated  basis,  during the twelve months  preceding
such date of  determination,  accounts for (or to which may be or is attributed)
ten  percent  (10%)  or  more of the  net  income  or  assets  (determined  on a
consolidated  basis) of the  Borrower and its  Subsidiaries  or (c) is otherwise
necessary  for  the  ongoing  business   operations  of  the  Borrower  and  its
Subsidiaries taken as a whole.

     "Materials of  Environmental  Concern" shall mean any gasoline or petroleum
(including  crude oil or any  fraction  thereof)  or  petroleum  products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental  Law,  including,  without  limitation,  asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

     "Maturity Date" shall mean the third anniversary of the Closing Date.

     "Moody's" shall mean Moody's Investors Service, Inc.

     "Multiemployer  Plan"  shall mean a Plan which is a  multiemployer  plan as
defined in Section 4001(a)(3) of ERISA.

     "Net Cash Proceeds" shall mean the aggregate cash proceeds  received by any
Credit  Party or any  Subsidiary  in  respect of any Asset  Disposition  or Debt
Issuance,  net  of  (a)  direct  costs  paid  or  payable  as a  result  thereof
(including,  without  limitation,  reasonable  legal,  accounting and investment
banking fees, and sales  commissions)  and (b) taxes paid or payable as a result
thereof;  it being  understood that "Net Cash Proceeds"  shall include,  without
limitation, any cash received upon the sale or other disposition of any non-cash
consideration  received by any Credit Party or any  Subsidiary in respect of any
Asset Disposition or Debt Issuance.

     "Non-Core  Assets"  shall mean (a) with  respect to the  Borrower  and each
Material  Subsidiary,  all assets  that are  determined  by the  Borrower or the
Material Subsidiary,  respectively,  to be no longer necessary for the operation
of the Business in an aggregate amount not to exceed  $10,000,000 in fair market
value unless otherwise approved by the Required Lenders and (b) any assets owned
by a Subsidiary of the Borrower that does not constitute a Material Subsidiary.

     "Note" or  "Notes"  shall mean the  Revolving  Notes  and/or the  Swingline
Notes, collectively, separately or individually, as appropriate.

     "Notice  of  Borrowing"  shall  mean the  written  notice of  borrowing  as
referenced and defined in Section 2.1(b)(i) or 2.3(b)(i), as appropriate.

     "Notice of Conversion/Extension" shall mean the written notice of extension
or conversion as referenced and defined in Section 2.9

     "Obligations" shall mean, collectively, Loans and LOC Obligations.

     "Obligor" or "Obligors" shall mean the Borrower and the Guarantors.

     "Operating  Lease"  shall  mean,  as  applied  to  any  Person,  any  lease
(including,  without limitation, leases which may be terminated by the lessee at
any time) of any  property  (whether  real,  personal  or mixed)  which is not a
Capital Lease other than any such lease in which that Person is the lessor.

     "Participant" shall have the meaning set forth in Section 9.6(b).

     "Participation  Interest"  shall  mean  the  purchase  by  a  Lender  of  a
participation  interest  in Letters of Credit as  provided in Section 2.2 and in
Swingline Loans as provided in Section 2.3.

     "Patent  License"  shall  mean all  agreements,  whether  written  or oral,
providing for the grant by or to an Obligor of any right to manufacture,  use or
sell any invention covered by a Patent.

     "Patents"  shall mean (a) all  letters  patent of the United  States or any
other country and all reissues and extensions  thereof and (b) all  applications
for letters  patent of the United States or any other country and all divisions,
continuations and continuations-in-part thereof.

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

     "Permitted Acquisition" shall mean any acquisition or any series of related
acquisitions by a Credit Party or any of its Subsidiaries of  substantially  all
of the assets or a majority of the Voting  Stock of a Person,  or any  division,
line of  business  or other  business  unit of a  Person  (such  Person  or such
division,  line of business or other  business  unit of such Person  referred to
herein as the  "Target"),  in which the assets (or Target's  assets) are used or
are useful in the same or  similar  line of  business  as that  permitted  to be
engaged in by the Credit Parties and their Subsidiaries  pursuant to Section 6.3
hereof, so long as (a) if before and immediately after giving effect to any such
acquisition  the Leverage  Ratio is greater than 1.0 to 1.0, the Credit  Parties
shall demonstrate to the reasonable satisfaction of the Administrative Agent and
the Required  Lenders that the Credit  Parties,  after giving effect to any such
acquisition   (including  such  adjustments  to  the  acquired  company  as  are
consistent with the Borrower's past  practices),  will be in compliance on a Pro
Forma Basis with all of the terms and provisions of the financial  covenants set
forth in Section  5.9, (b) if the Target shall be (or become as a result of such
acquisition) a Material Domestic Subsidiary, the Administrative Agent, on behalf
of the Lenders,  shall have received (or shall  receive in  connection  with the
closing of such acquisition),  to the extent provided in the Security Documents,
a first  priority  perfected  security  interest in all  Collateral  (including,
without  limitation,  Capital Stock) acquired with respect to the Target and the
Target, if a Material Domestic  Subsidiary (or if it becomes a Material Domestic
Subsidiary  as a result of such  acquisition),  shall  have  executed  a Joinder
Agreement promptly after the consummation of such acquisition in accordance with
the terms of Section 5.10,  (c) if the  acquisition  is of Capital  Stock,  such
acquisition has been approved by the Board of Directors  and/or  shareholders of
the applicable Credit Party and the Target, (d) the  Administrative  Agent shall
have  received  a  certificate  from  a  Responsible  Officer  of  the  Borrower
certifying  that,  in the  reasonable  judgment of the  Borrower  and the Credit
Parties,  due diligence with respect to the Target has been prudently  conducted
under the  circumstances  applicable to such  acquisition  and (e) to the extent
there are any Loans outstanding  hereunder (before or after giving effect to the
contemplated acquisition),  total consideration (including,  without limitation,
assumed Indebtedness,  earnout payments (paid or accrued) and any other deferred
payment but excluding stock  consideration)  (i) paid by any Credit Party or any
of its  Subsidiaries  in connection  with any  acquisition (or series of related
acquisitions)  shall not exceed the greater of (A) 10% of Consolidated Net Worth
and (B)  $75,000,000,  (ii) paid for all  Permitted  Acquisitions  which (x) are
financed in part or in whole with the proceeds of any Loan  hereunder or (y) are
consummated  while any Loans hereunder are  outstanding  (before or after giving
effect to such  acquisition)  shall not  exceed  $200,000,000  in the  aggregate
during the term of this Agreement for all such acquisitions,  and (iii) paid for
all  Foreign  Acquisitions  that are  financed in whole or in part from with the
proceeds of any Loan  hereunder  shall not exceed  $35,000,000  in the aggregate
during the term of this Agreement.

     "Permitted Investments" shall mean:

          (i) cash and Cash Equivalents;

          (ii) amounts owing to the Borrower or any of its  Subsidiaries  or any
     receivables and advances to suppliers, in each case if created, acquired or
     made in  accordance  with past  practices and payable or  dischargeable  in
     accordance with customary trade terms;

          (iii)  Investments in and loans or advances by any Credit Party to any
     other Credit Party;

          (iv)  Investment  in and loans or  advances  by a Credit  Party to any
     Subsidiary  of the Borrower  (other than any Credit  Party) in an aggregate
     amount not to exceed $35,000,000 at any time outstanding;

          (v) loans,  prepaid  commissions and advances to officers,  directors,
     employees and  Affiliates  in the ordinary  course of business or otherwise
     approved by the Borrower's  board of directors;  provided,  that such loan,
     prepaid  commission or advance is not made in violation of any  Requirement
     of Law.

          (vi) Investments  (including debt obligations)  received in connection
     with the  bankruptcy  or  reorganization  of suppliers and customers and in
     settlement of delinquent obligations of, and other disputes with, customers
     and suppliers;

          (vii)  Investments,   acquisitions  or  transactions  permitted  under
     Section 6.4(b);

          (viii) Permitted Acquisitions;

          (ix) loans and advances by the Borrower or any of its  Subsidiaries to
     third parties in an aggregate amount not to exceed  $10,000,000 at any time
     outstanding  so long as  such  Person  is in the  same or  similar  line of
     business as the Borrower and its Subsidiaries;

          (x)  additional  loan  advances  and/or  Investments  of a nature  not
     contemplated  by the foregoing  clauses  hereof,  provided that such loans,
     advances  and/or  Investments  made  pursuant  to this clause (x) shall not
     exceed an aggregate amount of $15,000,000 at any time outstanding;

          (xi) Investments in and loans or advances by any Foreign Subsidiary of
     the Borrower in another Foreign Subsidiary of the Borrower;

          (xii) Investments in and loans or advances by a Foreign  Subsidiary of
     the Borrower to a Credit  Party,  provided that such loans and advances are
     fully  subordinated  to the Credit Party  Obligations  on terms  reasonably
     satisfactory to the Administrative Agent; and

          (xiii)  intercompany  loans existing on the Closing Date and described
     on Schedule 1.1-2.

     "Permitted Liens" shall mean:

               (i)  Liens  created  by  or  otherwise  existing,   under  or  in
          connection with this Agreement or the other Credit  Documents in favor
          of the Lenders;

               (ii) Liens in favor of a Hedging Agreement Provider in connection
          with any Secured  Hedging  Agreement,  but only (A) to the extent such
          Liens are on the same collateral as to which the Administrative  Agent
          on  behalf  of the  Lenders  also has a Lien  and (B) if such  Hedging
          Agreement  Provider  and the  Lenders  shall  share  pari passu in the
          collateral subject to such Liens;

               (iii) Liens  securing  purchase  money  Indebtedness  and Capital
          Lease  Obligations  to the  extent  permitted  under  Section  6.1(a);
          provided,   that  (A)  any  such  Lien   attaches  to  such   property
          concurrently with or within 30 days after the acquisition  thereof and
          (B) such Lien  attaches  solely to the  property  so  acquired in such
          transaction;

               (iv) Liens for taxes, assessments,  charges or other governmental
          levies  not yet due or as to which the  period of grace (not to exceed
          60 days),  if any,  related thereto has not expired or which are being
          contested  in good faith by  appropriate  proceedings,  provided  that
          adequate  reserves with respect thereto are maintained on the books of
          the any  Credit  Party or its  Subsidiaries,  as the  case may be,  in
          conformity with GAAP;

               (v)   carriers',    warehousemen's,    landlord's,    mechanics',
          materialmen's, processor's, repairmen's or other like Liens arising in
          the ordinary  course of business which are not overdue for a period of
          more  than 60 days or  which  are  being  contested  in good  faith by
          appropriate proceedings;

               (vi)   pledges  or   deposits   in   connection   with   workers'
          compensation,   unemployment   insurance  and  other  social  security
          legislation  and deposits  securing  liability  to insurance  carriers
          under  insurance  or  self-insurance   arrangements  incurred  in  the
          ordinary course of business;

               (vii) deposits to secure the performance of bids, trade contracts
          (other than for borrowed money), leases, statutory obligations, surety
          and appeal bonds,  performance  bonds and other  obligations of a like
          nature  incurred in accordance  with past  practices or as approved by
          the Board of Directors;

               (viii) any  extension,  renewal  or  replacement  (or  successive
          extensions,  renewals or  replacements),  in whole or in part,  of any
          Lien  referred  to  in  the  foregoing  clauses;  provided  that  such
          extension,  renewal or  replacement  Lien shall be limited to all or a
          part of the property  which  secured the Lien so extended,  renewed or
          replaced;

               (ix) Liens existing on the Closing Date and set forth on Schedule
          1.1-3; provided that (a) no such Lien shall at any time be extended to
          cover  property or assets  other than the  property or assets  subject
          thereto  on the  Closing  Date  and (b) the  principal  amount  of the
          Indebtedness  secured by such Liens  shall not be  extended,  renewed,
          refunded or refinanced,  except for Indebtedness of the type described
          in  Section  6.1(a)  provided  that  no  such  Indebtedness  shall  be
          refinanced for a principal  amount in excess of the principal  balance
          outstanding thereon at the time of such refinancing;

               (x)  easements,  rights-of-way,  restrictions  (including  zoning
          restrictions),  minor  defects  or  irregularities  in title and other
          similar  charges  or  encumbrances   not,  in  any  material  respect,
          impairing  the  use  of  the  encumbered  Property  for  its  intended
          purposes; and

               (xi) Liens on equipment arising from  precautionary UCC financing
          statements  relating  to the  lease of such  equipment  to the  extent
          permitted by this Agreement.

     "Person"  shall  mean  an  individual,  partnership,  corporation,  limited
liability company,  business trust, joint stock company,  trust,  unincorporated
association,  joint venture,  Governmental Authority or other entity of whatever
nature.

     "Plan" shall mean, at any particular  time, any employee benefit plan which
is covered  by Title IV of ERISA and in  respect of which any Credit  Party or a
Commonly  Controlled  Entity is (or, if such plan were  terminated at such time,
would under  Section 4069 of ERISA be deemed to be) an  "employer" as defined in
Section 3(5) of ERISA.

     "Pledge  Agreement" shall mean the Pledge Agreement dated as of the Closing
Date  executed  by the Credit  Parties in favor of the  Administrative  Agent as
amended, modified, restated or supplemented from time to time.

     "Prime  Rate"  shall  have  the  meaning  set  forth in the  definition  of
Alternate Base Rate.

     "Pro Forma Basis" shall mean,  with respect to any  transaction,  that such
transaction  shall  be  deemed  to  have  occurred  as of the  first  day of the
twelve-month period ending as of the most recent month end preceding the date of
such transaction.

     "Properties" shall have the meaning set forth in Section 3.10(a).

     "Purchasing Lenders" shall have the meaning set forth in Section 9.6(c).

     "Receivables"  shall  mean,  as of any date of  determination  and  without
duplication, the aggregate book value of all receivables as shown on the balance
sheets of the Borrower and its Subsidiaries (before deductions or allowances for
doubtful accounts).

     "Recovery  Event"  shall mean the receipt by any Credit Party or any of its
Subsidiaries  of any cash insurance  proceeds or  condemnation  award payable by
reason of theft, loss, physical  destruction or damage,  taking or similar event
with respect to any of their respective property or assets.

     "Register" shall have the meaning set forth in Section 9.6(d).

     "Reorganization"  shall mean, with respect to any  Multiemployer  Plan, the
condition that such Plan is in reorganization within the meaning of such term as
used in Section 4241 of ERISA.

     "Related Fund" shall mean, with respect to any Lender, any fund or trust or
entity that invests in commercial  bank loans in the ordinary course of business
and is advised or managed by (i) such Lender,  (ii) an Affiliate of such Lender,
(iii) any other  Lender or any  Affiliate  thereof  or (iv) the same  investment
advisor as any Person described in clauses (i) through (iii).

     "Reportable  Event"  shall  mean any of the  events  set  forth in  Section
4043(c)  of ERISA,  other than those  events as to which the  thirty-day  notice
period is waived under PBGC Reg. ss.4043.

     "Required  Lenders"  shall  mean,  at  any  time,  Lenders  holding  in the
aggregate  a  majority  of (i)  the  Commitments  (and  Participation  Interests
therein) or (ii) if the Commitments have been terminated,  the outstanding Loans
and  Participation  Interests  (including  the  Participation  Interests  of the
Issuing Lender in any Letters of Credit and of the Swingline Lender in Swingline
Loans)  provided,  however,  that if any Lender shall be a Defaulting  Lender at
such time,  then there  shall be  excluded  from the  determination  of Required
Lenders,   Obligations  (including   Participation   Interests)  owing  to  such
Defaulting Lender and such Defaulting Lender's Commitments, or after termination
of the  Commitments,  the  principal  balance of the  Obligations  owing to such
Defaulting Lender.

     "Requirement  of Law" shall mean each law,  treaty,  rule or  regulation or
determination of an arbitrator or a court or other  Governmental  Authority,  in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

     "Responsible  Officer"  shall  mean,  as to (a)  the  Borrower,  any of the
President and the Chief Executive  Officer or the Chief Financial Officer or (b)
any other Credit Party, any duly authorized officer thereof.

     "Restricted  Payment"  shall mean (a) any  dividend or other  distribution,
direct or  indirect,  on account of any shares of any class of Capital  Stock of
any Credit Party or any of its Subsidiaries,  now or hereafter outstanding,  (b)
any redemption,  retirement,  sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of Capital
Stock  of  any  Credit  Party  or  any of  its  Subsidiaries,  now or  hereafter
outstanding,  (c) any payment made to retire, or to obtain the surrender of, any
outstanding warrants,  options or other rights to acquire shares of any class of
Capital Stock of any Credit Party or any of its  Subsidiaries,  now or hereafter
outstanding,  or (d) any payment or prepayment of principal of, premium, if any,
or interest on, redemption,  purchase,  retirement,  defeasance, sinking fund or
similar payment with respect to, any Subordinated Indebtedness.

     "Revolving  Commitment"  shall  mean,  with  respect  to each  Lender,  the
commitment  of such Lender to make  Revolving  Loans in an  aggregate  principal
amount at any time outstanding up to such Lender's Revolving Committed Amount.

     "Revolving  Commitment   Percentage"  shall  mean,  for  each  Lender,  the
percentage identified as its Revolving Commitment Percentage on Schedule 2.1(a),
as such  percentage may be modified in connection  with any  assignment  made in
accordance with the provisions of Section 9.6(c).

     "Revolving  Committed  Amount"  shall  mean  the  amount  of each  Lender's
Revolving  Commitment  as  specified on Schedule  2.1(a),  as such amount may be
reduced from time to time in accordance with the provisions hereof.

     "Revolving Loans" shall have the meaning set forth in Section 2.1.

     "Revolving  Note" or "Revolving  Notes" shall mean the promissory  notes of
the  Borrower in favor of each of the Lenders  evidencing  the  Revolving  Loans
provided   pursuant  to  Section  2.1(e),   individually  or  collectively,   as
appropriate,  as such promissory notes may be amended,  modified,  supplemented,
extended, renewed or replaced from time to time.

     "S&P"  shall mean  Standard & Poor's  Ratings  Group,  a division of McGraw
Hill, Inc, or any successor to the rating agency business thereof.

     "Scheduled   Funded  Debt   Payments"   shall  mean,  as  of  any  date  of
determination  for the Credit  Parties  and their  Subsidiaries,  the sum of all
scheduled  payments of principal on Funded Debt for the applied period ending on
the date of determination  (including the principal component of payments due on
Capital   Leases   during  the   applicable   period   ending  on  the  date  of
determination).

     "Secured  Hedging  Agreement"  shall mean any Hedging  Agreement  between a
Credit Party and a Hedging Agreement Provider secured by Collateral, as amended,
modified, supplemented, extended or restated from time to time.

     "Security  Documents"  shall  mean the  Pledge  Agreement  and  such  other
documents   executed  and  delivered  in  connection  with  the  attachment  and
perfection of the  Administrative  Agent's security  interests and liens arising
thereunder, including, without limitation, UCC financing statements.

     "Single  Employer  Plan"  shall mean any Plan which is not a  Multiemployer
Plan.

     "Subordinated  Indebtedness"  shall mean any  Indebtedness  incurred by any
Credit Party that is specifically  subordinated in right of payment to the prior
payment of the Credit Party  Obligations on terms  reasonably  acceptable to the
Administrative Agent and the Lenders.

     "Subsidiary"  shall mean,  as to any Person,  a  corporation,  partnership,
limited  liability  company  or other  entity of which  shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership  interests  having  such  power only by reason of the  happening  of a
contingency)  to elect a majority of the board of directors or other managers of
such  corporation,  partnership  or other  entity are at the time owned,  or the
management of which is otherwise controlled,  directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to  "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Borrower.

     "Swingline Commitment" shall mean the commitment of the Swingline Lender to
make Swingline Loans in an aggregate principal amount at any time outstanding up
to the Swingline Committed Amount, and the commitment of the Lenders to purchase
participation   interests  in  the  Swingline   Loans  as  provided  in  Section
2.3(b)(ii),  as such amounts may be reduced from time to time in accordance with
the provisions hereof.

     "Swingline  Committed  Amount"  shall  mean  the  amount  of the  Swingline
Lender's Swingline Commitment as specified in Section 2.3(a).

     "Swingline Lender" shall mean Wachovia.

     "Swingline  Loan" or "Swingline  Loans" shall have the meaning set forth in
Section 2.3(a).

     "Swingline Note" shall mean the promissory note of the Borrower in favor of
the Swingline Lender evidencing the Swingline Loans provided pursuant to Section
2.3(d),  as  such  promissory  note  may  be  amended,  modified,  supplemented,
extended, renewed or replaced from time to time.

     "Syndication Agent" shall have the meaning set forth in the first paragraph
of this Agreement and any successors in such capacity.

     "Target" shall have the meaning set forth in the definition of
"Permitted Acquisition" in Section 1.1.

     "Taxes" shall have the meaning set forth in Section 2.17.

     "Trademark License" shall means any agreement,  written or oral,  providing
for the grant by or to an Obligor of any right to use any Trademark.

     "Trademarks" shall mean (a) all trademarks,  trade names,  corporate names,
company  names,  business  names,  fictitious  business  names,  trade dress and
service marks, logos and other source or business identifiers,  and the goodwill
associated  therewith,  now  existing  or  hereafter  adopted or  acquired,  all
registrations  and  recordings  thereof,  and  all  applications  in  connection
therewith,  whether in the United States  Patent and Trademark  Office or in any
similar  office or agency of the United  States,  any State thereof or any other
country or any political subdivision thereof, or otherwise, and (b) all renewals
thereof.

     "Tranche"  shall mean the  collective  reference  to LIBOR Rate Loans whose
Interest  Periods  begin and end on the same day.  A Tranche  may  sometimes  be
referred to as a "LIBOR Tranche".

     "Transfer  Effective  Date"  shall  have  the  meaning  set  forth  in each
Commitment Transfer Supplement.

     "2.17 Certificate" shall have the meaning set forth in Section 2.17(b).

     "Type" shall mean,  as to any Loan,  its nature as an  Alternate  Base Rate
Loan or LIBOR Rate Loan, as the case may be.

     "UCC" shall mean the Uniform Commercial Code as in effect from time to time
in the State of North Carolina.

     "Voting Stock" shall mean, with respect to any Person, Capital Stock issued
by  such  Person  the  holders  of  which  are  ordinarily,  in the  absence  of
contingencies,  entitled  to vote for the  election  of  directors  (or  persons
performing similar  functions) of such Person,  even though the right so to vote
may be or have been suspended by the happening of such a contingency.

     "Wachovia"  shall mean  Wachovia  Bank,  National  Association,  a national
banking association.

     "Works"  shall mean all works  which are  subject to  copyright  protection
pursuant to Title 17 of the United States Code.

     Section 1.2 Other Definitional Provisions.

          (a) Unless  otherwise  specified  therein,  all terms  defined in this
     Agreement  shall have the defined  meanings when used in the Notes or other
     Credit  Documents or any  certificate  or other  document made or delivered
     pursuant hereto.

          (b) The words "hereof",  "herein" and "hereunder" and words of similar
     import when used in this Agreement shall refer to this Agreement as a whole
     and  not to any  particular  provision  of  this  Agreement,  and  Section,
     subsection,  Schedule and Exhibit  references are to this Agreement  unless
     otherwise specified.

          (c) The  meanings  given  to terms  defined  herein  shall be  equally
     applicable to both the singular and plural forms of such terms.

          Section 1.3 Accounting Terms.

     Unless otherwise  specified herein,  all accounting terms used herein shall
be interpreted,  all accounting  determinations hereunder shall be made, and all
financial  statements  required to be delivered  hereunder  shall be prepared in
accordance with GAAP applied on a basis  consistent with the most recent audited
consolidated  financial  statements  of the  Borrower  delivered to the Lenders;
provided that, if the Borrower notifies the Administrative  Agent that it wishes
to amend any  covenant in Section 5.9 to  eliminate  the effect of any change in
GAAP on the operation of such covenant (or if the Administrative  Agent notifies
the  Borrower  that the  Required  Lenders  wish to amend  Section  5.9 for such
purpose),  then the Borrower's compliance with such covenant shall be determined
on the basis of GAAP in effect  immediately  before the relevant  change in GAAP
became  effective,  until either such notice is  withdrawn  or such  covenant is
amended in a manner satisfactory to the Borrower and the Required Lenders.

     The Borrower shall deliver to the  Administrative  Agent and each Lender at
the same time as the  delivery of any annual or quarterly  financial  statements
given in accordance  with the  provisions  of Section 5.1, (i) a description  in
reasonable  detail of any  material  change  in the  application  of  accounting
principles  employed in the preparation of such financial  statements from those
applied in the most recently preceding quarterly or annual financial  statements
as to which no objection  shall have been made in accordance with the provisions
above and (ii) a reasonable  estimate of the effect on the financial  statements
on account of such changes in application.

     Notwithstanding  the above, the parties hereto  acknowledge and agree that,
for  purposes  of all  calculations  made  in  determining  compliance  for  any
applicable  period  with  the  financial  covenants  set  forth in  Section  5.9
(including  without  limitation  for  purposes of the  definition  of "Pro Forma
Basis" set forth in Section 1.1) and the other  compliance tests included herein
(including,  without  limitation,  the  definition of "Material  Subsidiary"  in
Section  1.1),  after  consummation  of any  Permitted  Acquisition,  (A) income
statement  items and other  balance sheet items  (whether  positive or negative)
attributable to the Target  acquired in such  transaction  (with  adjustments as
described in the definition of "Permitted Acquisition" set forth in Section 1.1)
shall be included in such calculations to the extent relating to such applicable
period,  and (B)  Indebtedness of a Target which is retired in connection with a
Permitted  Acquisition  shall be excluded from such  calculations  and deemed to
have been retired as of the first day of such applicable period.



                                   ARTICLE II

                           THE LOANS; AMOUNT AND TERMS

     Section 2.1 Revolving Loans.

     (a) Revolving  Commitment.  During the  Commitment  Period,  subject to the
terms and conditions hereof, each Lender severally,  but not jointly,  agrees to
make  revolving  credit loans  ("Revolving  Loans") to the Borrower from time to
time in an aggregate principal amount of up to ONE HUNDRED FIFTY Million DOLLARS
($150,000,000)  (as such aggregate  maximum amount may reduced from time to time
as provided in Section 2.5, the "Aggregate  Revolving Committed Amount") for the
purposes hereinafter set forth; provided,  however, that (i) with regard to each
Lender  individually,  the aggregate principal amount of such Lender's Revolving
Commitment   Percentage  of  outstanding  Revolving  Loans  plus  such  Lender's
Revolving  Commitment  Percentage  of  outstanding  Swingline  Loans  plus  such
Lender's LOC  Commitment  Percentage  of LOC  Obligations  shall not exceed such
Lender's  Revolving  Committed  Amount  and  (ii)  with  regard  to the  Lenders
collectively,  the aggregate principal amount of the outstanding Revolving Loans
plus  outstanding  Swingline  Loans  plus LOC  Obligations  shall not exceed the
Aggregate Revolving  Committed Amount.  Revolving Loans may consist of Alternate
Base Rate Loans or LIBOR Rate Loans, or a combination  thereof,  as the Borrower
may request,  and may be repaid and reborrowed in accordance with the provisions
hereof; provided, however, Revolving Loans made on the Closing Date or on any of
the three Business Days following the Closing Date may only consist of Alternate
Base Rate  Loans.  LIBOR  Rate Loans  shall be made by each  Lender at its LIBOR
Lending Office and Alternate Base Rate Loans at its Domestic Lending Office.

     (b) Revolving Loan Borrowings.

          (i) Notice of Borrowing.  The Borrower  shall request a Revolving Loan
     borrowing by written  notice (or  telephone  notice  promptly  confirmed in
     writing which confirmation may be by fax) to the  Administrative  Agent not
     later than 11:00 A.M. (Charlotte,  North Carolina time) on the Business Day
     prior to the date of requested borrowing in the case of Alternate Base Rate
     Loans,  and on the third  Business  Day prior to the date of the  requested
     borrowing in the case of LIBOR Rate Loans.  Each such request for borrowing
     shall  be  irrevocable  and  shall  specify  (A) that a  Revolving  Loan is
     requested,  (B) the  date of the  requested  borrowing  (which  shall  be a
     Business  Day),  (C) the  aggregate  principal  amount to be borrowed,  (D)
     whether the  borrowing  shall be comprised  of  Alternate  Base Rate Loans,
     LIBOR  Rate  Loans or a  combination  thereof,  and if LIBOR Rate Loans are
     requested,  the Interest Period(s) therefor.  A form of Notice of Borrowing
     (a "Notice  of  Borrowing")  is  attached  as  Schedule  2.1(b)(i).  If the
     Borrower  shall  fail to  specify in any such  Notice of  Borrowing  (I) an
     applicable  Interest  Period in the case of a LIBOR  Rate  Loan,  then such
     notice shall be deemed to be a request for an Interest Period of one month,
     or (II) the type of  Revolving  Loan  requested,  then such notice shall be
     deemed to be a request  for an  Alternate  Base  Rate Loan  hereunder.  The
     Administrative Agent shall give notice to each Lender promptly upon receipt
     of each Notice of  Borrowing,  the contents  thereof and each such Lender's
     share  thereof.  All  Revolving  Loans made prior to the earlier of (i) the
     completion of the syndication of the Commitments to financial  institutions
     which shall become  Lenders  hereunder or (ii) thirty days from the Closing
     Date, shall bear interest at the Alternate Base Rate.

          (ii) Minimum  Amounts.  Each Revolving Loan which is an Alternate Base
     Rate Loan  shall be in a minimum  aggregate  amount  of  $1,000,000  and in
     integral  multiples of $500,000 in excess thereof (or the remaining  amount
     of the Aggregate  Revolving Committed Amount, if less). Each Revolving Loan
     which is a LIBOR  Rate  Loan  shall be in a  minimum  aggregate  amount  of
     $1,000,000 and in integral multiples of $1,000,000 in excess thereof.

          (iii)  Advances.  Each  Lender  will  make  its  Revolving  Commitment
     Percentage of each Revolving Loan borrowing available to the Administrative
     Agent for the account of the  Borrower at the office of the  Administrative
     Agent   specified   in  Section  9.2,  or  at  such  other  office  as  the
     Administrative  Agent may  designate in writing,  by 1:00 P.M.  (Charlotte,
     North  Carolina  time) on the date  specified in the  applicable  Notice of
     Borrowing and in funds immediately  available to the Administrative  Agent.
     Such  borrowing  will  then  be  made  available  to  the  Borrower  by the
     Administrative  Agent by crediting the account of the Borrower on the books
     of such office with the  aggregate  of the amounts  made  available  to the
     Administrative  Agent by the  Lenders  and in like funds as received by the
     Administrative Agent.

     (c) Repayment. The principal amount of all Revolving Loans shall be due and
payable in full on the Maturity  Date,  unless  accelerated  sooner  pursuant to
Section 7.2.

     (d) Interest.  Subject to the  provisions of Section 2.8,  Revolving  Loans
shall bear interest as follows:

          (i) Alternate Base Rate Loans.  During such periods as Revolving Loans
     shall be comprised of Alternate  Base Rate Loans,  each such Alternate Base
     Rate Loan shall bear  interest  at a per annum rate equal to the sum of the
     Alternate Base Rate plus the Applicable Percentage; and

          (ii) LIBOR Rate Loans. During such periods as Revolving Loans shall be
     comprised  of LIBOR  Rate  Loans,  each such  LIBOR  Rate Loan  shall  bear
     interest  at a per annum  rate  equal to the sum of the LIBOR Rate plus the
     Applicable Percentage.

          Interest  on  Revolving  Loans  shall be  payable  in  arrears on each
     Interest Payment Date.

     (e) Revolving  Notes.  Each Lender's  Revolving  Committed  Amount shall be
evidenced by a duly executed  promissory  note of the Borrower to such Lender in
substantially the form of Schedule 2.1(e) attached hereto.

     Section 2.2 Letter of Credit Subfacility.

     (a)  Issuance.  Subject to the terms and  conditions  hereof and of the LOC
Documents,  if any, and any other terms and conditions  which the Issuing Lender
may reasonably  require,  during the Commitment  Period the Issuing Lender shall
issue,  and the Lenders shall  participate in, Letters of Credit for the account
of the  Borrower  from time to time upon  request  in a form  acceptable  to the
Issuing  Lender;  provided,  however,  that  (i)  the  aggregate  amount  of LOC
Obligations  shall not at any time exceed TWENTY MILLION  DOLLARS  ($20,000,000)
(the "LOC Committed Amount"), (ii) the aggregate principal amount of outstanding
Revolving Loans plus outstanding  Swingline Loans plus LOC Obligations shall not
at any time  exceed the  Aggregate  Revolving  Committed,  (iii) all  Letters of
Credit  shall be  denominated  in Dollars  and (iv)  Letters of Credit  shall be
issued for lawful  corporate  purposes  and may be issued as standby  letters of
credit,  including in connection with workers'  compensation and other insurance
programs, and trade letters of credit. Except as otherwise expressly agreed upon
by all the Lenders with a Revolving  Commitment,  no Letter of Credit shall have
an original  expiry date more than twelve (12) months from the date of issuance;
provided, however, so long as no Default or Event of Default has occurred and is
continuing  and subject to the other  terms and  conditions  to the  issuance of
Letters  of Credit  hereunder,  the  expiry  dates of  Letters  of Credit may be
extended  annually  or  periodically  from  time to time on the  request  of the
Borrower or by  operation of the terms of the  applicable  Letter of Credit to a
date not more than  twelve (12)  months  from the date of  extension;  provided,
further,  that no Letter of Credit, as originally  issued or as extended,  shall
have an expiry date extending  beyond the Maturity  Date.  Each Letter of Credit
shall  comply with the related LOC  Documents.  The  issuance and expiry date of
each Letter of Credit  shall be a Business  Day.  Any  Letters of Credit  issued
hereunder shall be in a minimum original face amount of $50,000 unless otherwise
agreed to by the Issuing  Lender.  Wachovia  shall be the Issuing  Lender on all
Letters of Credit issued on or after the Closing Date.

     (b) Notice and Reports.  The request for the issuance of a Letter of Credit
shall be submitted to the Issuing  Lender at least five (5) Business  Days prior
to the requested date of issuance. The Issuing Lender will promptly upon request
provide to the Administrative  Agent for dissemination to the Lenders a detailed
report  specifying  the Letters of Credit which are then issued and  outstanding
and any activity with respect  thereto which may have occurred since the date of
any prior report, and including therein,  among other things, the account party,
the  beneficiary,  the  face  amount,  expiry  date as well as any  payments  or
expirations which may have occurred.  The Issuing Lender will further provide to
the Administrative  Agent promptly upon request copies of the Letters of Credit.
The Issuing  Lender  will  provide to the  Administrative  Agent  promptly  upon
request a summary  report  of the  nature  and  extent of LOC  Obligations  then
outstanding.

     (c)  Participations.  Each Lender upon issuance of a Letter of Credit shall
be deemed to have  purchased  without  recourse  a risk  participation  from the
Issuing Lender in such Letter of Credit and the obligations  arising  thereunder
and any collateral  relating thereto, in each case in an amount equal to its LOC
Commitment  Percentage of the obligations  under such Letter of Credit and shall
absolutely,  unconditionally  and irrevocably assume, as primary obligor and not
as surety,  and be obligated to pay to the Issuing Lender therefor and discharge
when due, its LOC Commitment  Percentage of the  obligations  arising under such
Letter  of  Credit.  Without  limiting  the scope  and  nature of each  Lender's
participation in any Letter of Credit, to the extent that the Issuing Lender has
not been reimbursed as required  hereunder or under any LOC Document,  each such
Lender shall pay to the Issuing  Lender its LOC  Commitment  Percentage  of such
unreimbursed drawing in same day funds on the day of notification by the Issuing
Lender of an unreimbursed  drawing  pursuant to the provisions of subsection (d)
hereof.  The  obligation of each Lender to so reimburse the Issuing Lender shall
be absolute and  unconditional  and shall not be affected by the occurrence of a
Default,  an Event  of  Default  or any  other  occurrence  or  event.  Any such
reimbursement  shall not  relieve  or  otherwise  impair the  obligation  of the
Borrower to reimburse  the Issuing  Lender under any Letter of Credit,  together
with interest as hereinafter provided.

     (d) Reimbursement.  In the event of any drawing under any Letter of Credit,
the Issuing  Lender will  promptly  notify the Borrower  and the  Administrative
Agent.  The Borrower  shall  reimburse the Issuing  Lender on the day of drawing
under any Letter of Credit  (with the  proceeds  of a  Revolving  Loan  obtained
hereunder  or  otherwise)  in same day  funds as  provided  herein or in the LOC
Documents.  If the  Borrower  shall  fail to  reimburse  the  Issuing  Lender as
provided herein, the unreimbursed  amount of such drawing shall bear interest at
a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage
for Revolving  Loans that are  Alternate  Base Rate Loans plus two percent (2%).
Unless  the  Borrower  shall  immediately  notify  the  Issuing  Lender  and the
Administrative  Agent of its intent to otherwise  reimburse the Issuing  Lender,
the Borrower shall be deemed to have requested a Revolving Loan in the amount of
the drawing as provided in subsection (e) hereof,  the proceeds of which will be
used to satisfy the  reimbursement  obligations.  The  Borrower's  reimbursement
obligations   hereunder   shall  be  absolute   and   unconditional   under  all
circumstances irrespective of any rights of set-off,  counterclaim or defense to
payment  the  Borrower  may  claim  or have  against  the  Issuing  Lender,  the
Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn
upon or any other Person,  including without limitation any defense based on any
failure of the  Borrower to receive  consideration  or the  legality,  validity,
regularity or  unenforceability of the Letter of Credit. The Issuing Lender will
promptly notify the other Lenders of the amount of any unreimbursed  drawing and
each Lender shall  promptly pay to the  Administrative  Agent for the account of
the Issuing Lender in Dollars and in immediately  available funds, the amount of
such Lender's LOC  Commitment  Percentage  of such  unreimbursed  drawing.  Such
payment shall be made on the day such notice is received by such Lender from the
Issuing  Lender if such notice is  received  at or before 2:00 P.M.  (Charlotte,
North  Carolina  time),  otherwise such payment shall be made at or before 12:00
Noon  (Charlotte,  North Carolina time) on the Business Day next  succeeding the
day such  notice is  received.  If such  Lender  does not pay such amount to the
Issuing Lender in full upon such request,  such Lender shall, on demand,  pay to
the  Administrative  Agent for the account of the Issuing Lender interest on the
unpaid  amount during the period from the date of such drawing until such Lender
pays such amount to the Issuing  Lender in full at a rate per annum equal to, if
paid  within two (2)  Business  Days of the date of drawing,  the Federal  Funds
Effective Rate and  thereafter at a rate equal to the Alternate Base Rate.  Each
Lender's obligation to make such payment to the Issuing Lender, and the right of
the Issuing  Lender to receive the same,  shall be absolute  and  unconditional,
shall not be affected by any  circumstance  whatsoever and without regard to the
termination of this Agreement or the Commitments  hereunder,  the existence of a
Default or Event of Default or the acceleration of the Credit Party  Obligations
hereunder  and shall be made  without  any  offset,  abatement,  withholding  or
reduction whatsoever.

     (e) Repayment with Revolving  Loans. On any day on which the Borrower shall
have requested,  or been deemed to have requested, a Revolving Loan to reimburse
a drawing under a Letter of Credit, the  Administrative  Agent shall give notice
to the Lenders that a Revolving Loan has been  requested or deemed  requested in
connection  with a drawing  under a Letter of Credit,  in which case a Revolving
Loan  borrowing  comprised  entirely  of  Alternate  Base Rate Loans  (each such
borrowing,  a "Mandatory  Borrowing")  shall be immediately made (without giving
effect to any termination of the  Commitments  pursuant to Section 7.2) pro rata
based on each Lender's respective  Revolving Commitment  Percentage  (determined
before giving effect to any termination of the  Commitments  pursuant to Section
7.2) and the proceeds  thereof shall be paid directly to the Issuing  Lender for
application to the respective LOC  Obligations.  Each Lender hereby  irrevocably
agrees to make such Revolving Loans  immediately upon any such request or deemed
request on account of each  Mandatory  Borrowing in the amount and in the manner
specified in the  preceding  sentence and on the same such date  notwithstanding
(i) the amount of Mandatory Borrowing may not comply with the minimum amount for
borrowings of Revolving Loans  otherwise  required  hereunder,  (ii) whether any
conditions specified in Section 4.2 are then satisfied,  (iii) whether a Default
or an Event of Default then exists,  (iv) failure for any such request or deemed
request for Revolving Loan to be made by the time otherwise  required in Section
2.1(b), (v) the date of such Mandatory  Borrowing,  or (vi) any reduction in the
Aggregate  Revolving  Committed  Amount after any such Letter of Credit may have
been  drawn  upon;  provided,  however,  that in the  event  any such  Mandatory
Borrowing  should be less than the minimum  amount for  borrowings  of Revolving
Loans otherwise  provided in Section  2.1(b)(ii),  the Borrower shall pay to the
Administrative  Agent for its own account an administrative  fee of $500. In the
event  that any  Mandatory  Borrowing  cannot for any reason be made on the date
otherwise  required above  (including,  without  limitation,  as a result of the
commencement of a proceeding under the Bankruptcy  Code),  then each such Lender
hereby  agrees  that it shall  forthwith  fund  (as of the  date  the  Mandatory
Borrowing would otherwise have occurred,  but adjusted for any payments received
from  the  Borrower  on or after  such  date and  prior  to such  purchase)  its
Participation Interests in the LOC Obligations;  provided,  further, that in the
event any Lender  shall fail to fund its  Participation  Interest on the day the
Mandatory  Borrowing  would  otherwise  have  occurred,  then the amount of such
Lender's unfunded  Participation Interest therein shall bear interest payable by
such Lender to the Issuing  Lender  upon  demand,  at the rate equal to, if paid
within two (2) Business Days of such date, the Federal Funds Effective Rate, and
thereafter at a rate equal to the Alternate Base Rate.

     (f) Modification,  Extension. The issuance of any supplement, modification,
amendment,  renewal,  or extension to any Letter of Credit  shall,  for purposes
hereof,  be treated in all  respects the same as the issuance of a new Letter of
Credit hereunder.

     (g)  Uniform  Customs and  Practices.  The  Issuing  Lender  shall have the
Letters of Credit be subject to The Uniform Customs and Practice for Documentary
Credits,  as published as of the date of issue by the  International  Chamber of
Commerce  (the  "UCP"),  in which case the UCP may be  incorporated  therein and
deemed in all respects to be a part thereof.

     Section 2.3 Swingline Loan Subfacility.

     (a) Swingline  Commitment.  During the  Commitment  Period,  subject to the
terms and conditions hereof,  the Swingline Lender, in its individual  capacity,
agrees to make certain revolving credit loans in Dollars to the Borrower (each a
"Swingline  Loan" and,  collectively,  the  "Swingline  Loans") for the purposes
hereinafter set forth; provided,  however, (i) the aggregate amount of Swingline
Loans  outstanding  at  any  time  shall  not  exceed  FIFTEEN  MILLION  DOLLARS
($15,000,000)  (the  "Swingline  Committed  Amount"),  and  (ii)  the  aggregate
principal amount of the outstanding  Revolving Loans plus outstanding  Swingline
Loans plus LOC Obligations  shall not exceed the Aggregate  Revolving  Committed
Amount.  Swingline  Loans  hereunder may be repaid and  reborrowed in accordance
with the provisions hereof.

     (b) Swingline Loan Borrowings.

          (i) Notice of Borrowing and  Disbursement.  The Swingline  Lender will
     make  Swingline  Loans  available  to the Borrower on any Business Day upon
     request  made by the Borrower  not later than 2:00 P.M.  (Charlotte,  North
     Carolina time) on such Business Day. A notice of request for Swingline Loan
     borrowing shall be made in the form of Schedule  2.1(b)(i) with appropriate
     modifications. Swingline Loan borrowings hereunder shall be made in minimum
     amounts of $100,000 and in integral amounts of $100,000 in excess thereof.

          (ii) Repayment of Swingline Loans. Each Swingline Loan borrowing shall
     be due and payable on the Maturity Date.  The Swingline  Lender may, at any
     time,  in its sole  discretion,  by written  notice to the Borrower and the
     Administrative  Agent, demand repayment of its Swingline Loans. If Borrower
     shall fail to repay such Swingline  Loans on the date of such demand,  then
     the Borrower  shall be deemed to have  requested a Revolving Loan borrowing
     comprised  entirely  of  Alternate  Base Rate  Loans in the  amount of such
     Swingline Loans; provided,  however, that, in the following  circumstances,
     any such demand  shall also be deemed to have been given one  Business  Day
     prior to each of (i) the Maturity Date, (ii) the occurrence of any Event of
     Default described in Section 7.1(e),  (iii) upon acceleration of the Credit
     Party  Obligations  hereunder,  whether  on  account of an Event of Default
     described  in Section  7.1(e) or any other Event of  Default,  and (iv) the
     exercise of  remedies  in  accordance  with the  provisions  of Section 7.2
     hereof  (each such  Revolving  Loan  borrowing  made on account of any such
     deemed request therefor as provided herein being hereinafter referred to as
     "Mandatory Borrowing").  Each Lender hereby irrevocably agrees to make such
     Revolving Loans promptly upon any such request or deemed request on account
     of each  Mandatory  Borrowing in the amount and in the manner  specified in
     the preceding  sentence and on the same such date  notwithstanding  (I) the
     amount of Mandatory  Borrowing  may not comply with the minimum  amount for
     borrowings of Revolving Loans otherwise  required  hereunder,  (II) whether
     any conditions specified in Section 4.2 are then satisfied, (III) whether a
     Default  or an Event of  Default  then  exists,  (IV)  failure  of any such
     request  or  deemed  request  for  Revolving  Loans  to be made by the time
     otherwise  required in Section  2.1(b)(i),  (V) the date of such  Mandatory
     Borrowing,  or (VI) any  reduction  in the  Revolving  Committed  Amount or
     termination  of  the  Revolving  Commitments   immediately  prior  to  such
     Mandatory Borrowing or Contemporaneously  therewith.  In the event that any
     Mandatory  Borrowing  cannot for any  reason be made on the date  otherwise
     required  above  (including,   without  limitation,  as  a  result  of  the
     commencement of a proceeding under the Bankruptcy  Code),  then each Lender
     hereby  agrees  that  it  shall  forthwith  purchase  (as of the  date  the
     Mandatory  Borrowing  would  otherwise have occurred,  but adjusted for any
     payments received from the Borrower on or after such date and prior to such
     purchase) from the Swingline Lender such  participations in the outstanding
     Swingline Loans as shall be necessary to cause each such Lender to share in
     such Swingline Loans ratably based upon its respective Revolving Commitment
     Percentage  (determined  before  giving  effect to any  termination  of the
     Commitments  pursuant  to  Section  7.2),  provided  that (A) all  interest
     payable on the  Swingline  Loans shall be for the account of the  Swingline
     Lender  until  the  date  as  of  which  the  respective  participation  is
     purchased,  and (B) at the time any purchase of participations  pursuant to
     this sentence is actually made, the purchasing  Lender shall be required to
     pay to the  Swingline  Lender  interest  on the  principal  amount  of such
     participation  purchased for each day from and including the day upon which
     the Mandatory  Borrowing would otherwise have occurred to but excluding the
     date of  payment  for such  participation,  at the rate  equal  to, if paid
     within two (2) Business  Days of the date of the Mandatory  Borrowing,  the
     Federal  Funds  Effective  Rate,  and  thereafter  at a rate  equal  to the
     Alternate Base Rate.

     (c) Interest on Swingline Loans.  Subject to the provisions of Section 2.8,
Swingline Loans shall bear interest at the LIBOR Market Index Rate (as that rate
may  change  from day to day),  plus the  Applicable  Percentage  for LIBOR Rate
Loans.

     (d)  Swingline  Note.  The  Swingline  Loans shall be  evidenced  by a duly
executed promissory note of the Borrower to the Swingline Lender in the original
amount  of the  Swingline  Committed  Amount  and  substantially  in the form of
Schedule 2.3(d).

     Section 2.4 Fees.

     (a) Commitment  Fee. In  consideration  of the Revolving  Commitments,  the
Borrower  agrees to pay to the  Administrative  Agent for the ratable benefit of
the Lenders  holding  Revolving  Commitments a commitment  fee (the  "Commitment
Fee") in an amount equal to the  Applicable  Percentage per annum on the average
daily  unused  amount,  from the Closing  Date through the first to occur of the
Maturity  Date or  termination  of the  Revolving  Commitment,  of the Aggregate
Revolving  Committed Amount.  For purposes of computation of the Commitment Fee,
LOC Obligations shall be considered usage of the Aggregate  Revolving  Committed
Amount  but  Swingline  Loans  shall not be  considered  usage of the  Aggregate
Revolving  Committed  Amount.  The Commitment Fee shall be payable  quarterly in
arrears on the last Business Day of each calendar quarter.

     (b) Letter of Credit Fees. In  consideration  of the LOC  Commitments,  the
Borrower  agrees to pay to the Issuing Lender a fee (the "Letter of Credit Fee")
equal to the Applicable Percentage per annum on the average daily maximum amount
available  to be drawn  under each Letter of Credit from the date of issuance to
the date of  expiration.  In addition to such Letter of Credit Fee,  the Issuing
Lender may charge,  and retain for its own account  without sharing by the other
Lenders,  an  additional  facing  fee (the  "Letter  of Credit  Facing  Fee") of
one-eighth of one percent (0.125%) per annum on the average daily maximum amount
available to be drawn under each such Letter of Credit issued by it. The Issuing
Lender  shall  promptly  pay over to the  Administrative  Agent for the  ratable
benefit of the Lenders  (including the Issuing Lender) the Letter of Credit Fee.
The  Letter of Credit  Fee shall be  payable  quarterly  in  arrears on the last
Business Day of each calendar quarter.

     (c) Issuing  Lender Fees.  In addition to the Letter of Credit Fees payable
pursuant to subsection (b) hereof,  the Borrower shall pay to the Issuing Lender
for its own account  without  sharing by the other  Lenders the  reasonable  and
customary  charges  from time to time of the Issuing  Lender with respect to the
amendment,  transfer,  administration,   cancellation  and  conversion  of,  and
drawings  under,  such  Letters of Credit  (collectively,  the  "Issuing  Lender
Fees").

     (d)  Administrative  Fee. The Borrower agrees to pay to the  Administrative
Agent the annual administrative fee as described in the Fee Letter.

     Section 2.5 Commitment Reductions.

     (a) Voluntary Reductions. The Borrower shall have the right to terminate or
permanently  reduce the  unused  portion of the  Aggregate  Revolving  Committed
Amount at any time or from  time to time  upon not less  than five (5)  Business
Days' prior notice to the  Administrative  Agent (which shall notify the Lenders
thereof as soon as  practicable)  of each such  termination or reduction,  which
notice  shall  specify  the  effective  date  thereof and the amount of any such
reduction  (which  shall be in a  minimum  amount  of  $5,000,000  and  integral
multiples  of  $1,000,000  in  excess  thereof)  and  shall be  irrevocable  and
effective  upon  receipt  by the  Administrative  Agent;  provided  that no such
reduction or termination shall be permitted if after giving effect thereto,  and
to any  prepayments of the Loans made on the effective date thereof,  the sum of
the  outstanding   Revolving  Loans  plus   outstanding   Swingline  Loans  plus
outstanding  LOC  Obligations  would exceed the  Aggregate  Revolving  Committed
Amount.

     (b) Mandatory Reductions. On any date that the Revolving Loans are required
to be prepaid  pursuant to the terms of Section 2.6(b) (ii), (iii) and (iv), the
Aggregate Revolving Committed Amount shall be automatically  permanently reduced
by the  amount  of such  required  prepayment  and/or  reduction  to the  extent
required pursuant to Section 2.6(b)(v).

     (c) Swingline Committed Amount. If the Aggregate Revolving Committed Amount
is reduced pursuant to Section 2.6(a) or (b) below the then Swingline  Committed
Amount,  the Swingline  Committed  Amount shall  automatically  be reduced by an
amount such that the Swingline  Committed Amount equals the Aggregate  Revolving
Committed Amount.

     (d) Maturity Date. The Revolving  Commitment,  the Swingline Commitment and
the LOC Commitment shall automatically terminate on the Maturity Date.

     Section 2.6 Prepayments.

     (a) Optional Prepayments. The Borrower shall have the right to prepay Loans
in whole or in part  from time to time;  provided,  however,  that each  partial
prepayment  of (i) a LIBOR Rate Loan shall be in a minimum  aggregate  amount of
$1,000,000  and integral  multiples of $1,000,000  in excess  thereof and (ii) a
Swingline Loan shall be in a minimum  aggregate  amount of $100,000 and integral
multiples of $10,000 in excess thereof (or, in each case,  the full balance,  if
less).  The Borrower shall give three (3) Business Days'  irrevocable  notice in
the case of LIBOR Rate Loans and one Business  Day's  irrevocable  notice in the
case of  Alternate  Base Rate Loans,  to the  Administrative  Agent (which shall
notify the Lenders thereof as soon as  practicable).  Amounts prepaid under this
Section  2.6(a)  shall be applied to the  outstanding  Loans as the Borrower may
elect;  provided  that each Lender shall receive its pro rata share (except with
respect to prepayments of Swingline  Loans) of any such prepayment  based on its
Revolving Commitment Percentage. All prepayments under this Section 2.6(a) shall
be subject to Section 2.16, but otherwise  without premium or penalty.  Interest
on the principal amount prepaid shall be payable on the next occurring  Interest
Payment Date that would have occurred had such Loans not been prepaid or, at the
request of the  Administrative  Agent,  interest on the principal amount prepaid
shall be payable on any date that a  prepayment  is made  hereunder  through the
date of  prepayment.  Amounts  prepaid on the Revolving  Loans and the Swingline
Loans may be reborrowed in accordance with the terms hereof.

     (b) Mandatory Prepayments.

          (i) Aggregate  Revolving  Committed  Amount.  If at any time after the
     Closing Date, the aggregate  principal amount of the outstanding  Revolving
     Loans plus  outstanding  Swingline Loans plus LOC Obligations  shall exceed
     the Aggregate  Revolving Committed Amount, the Borrower shall promptly (and
     in  any  event  within  one  Business   Day)  prepay  the  Loans  and  cash
     collateralize the LOC Obligations in an amount sufficient to eliminate such
     excess (such prepayment to be applied as set forth in clause (v) below).

          (ii)  Asset  Dispositions.  Promptly  following  receipt  of Net  Cash
     Proceeds in excess of $10,000,000  from one or more Asset  Dispositions  in
     the aggregate during any twelve month period, the Borrower shall prepay the
     Loans (and during the  continuance of any Default or Event of Default) cash
     collateralize  the LOC  Obligation  in an  aggregate  amount  equal  to one
     hundred  percent  (100%) of the Net Cash Proceeds  received from such Asset
     Disposition in excess of the $10,000,000  threshold  referenced above (such
     prepayment to be applied as set forth in clause (v) below).

          (iii)  Issuances.  Promptly (and in any event within one Business Day)
     upon receipt by any Credit Party of proceeds  from any Debt  Issuance,  the
     Borrower shall prepay the Loans (and during the  continuance of any Default
     or Event of Default cash collateralize the LOC Obligations) in an aggregate
     amount equal to one hundred percent (100%) of the Net Cash Proceeds of such
     Debt  Issuance  (such  prepayment  to be applied as set forth in clause (v)
     below).

          (iv) Recovery  Event.  To the extent of cash proceeds  received by any
     Credit Party in connection  with a Recovery  Event which are not applied in
     accordance with Section 6.4(a)(iii),  promptly (and in any event within one
     Business  Day)   following  the   expiration  of  the  period  allowed  for
     reinvesting  such  cash  proceeds  pursuant  to  Section  6.4(a)(iii),  the
     Borrower shall prepay the Loans (and during the  continuance of any Default
     or Event of  Default  cash  collateralize  the LOC  Obligations)  aggregate
     amount equal to  one-hundred  percent  (100%) of such cash  proceeds  (such
     prepayment to be applied as set forth in clause (v) below).

          (v) Application of Mandatory  Prepayments.  All amounts required to be
     paid pursuant to this Section 2.6(b) shall be applied as follows:  (A) with
     respect to all amounts prepaid pursuant to Section 2.6(b)(i), (1) first, to
     the Swingline  Loans and (2) second,  to the  Revolving  Loans and (B) with
     respect to all amounts  prepaid  pursuant to  Sections  2.6(b)(ii)  through
     (iv), (1) first, to the Swingline Loans, (2) second, to the Revolving Loans
     (with  a  corresponding  reduction  in the  Aggregate  Revolving  Committed
     Amount; provided, however, with respect to subsection (ii) above, only that
     portion  of  Asset   Dispositions   which  exceeds  five  percent  (5%)  of
     Consolidated  Total  Assets in any twelve  month  period  shall result in a
     corresponding  reduction of the Aggregate  Revolving  Committed Amount) and
     (3)  third,  (after  all  Revolving  Loans  have  been  repaid),  to a cash
     collateral account in respect of LOC Obligations.  Within the parameters of
     the  applications  set forth above,  prepayments  shall be applied first to
     Alternate  Base Rate Loans and then to LIBOR Rate Loans in direct  order of
     Interest  Period  maturities.  Each Lender shall receive its pro rata share
     (except  with  respect  to  prepayments  of  Swingline  Loans)  of any such
     prepayment based on its Revolving  Commitment  Percentage.  All prepayments
     under  this  Section  2.6(b)  shall  be  subject  to  Section  2.16  and be
     accompanied by interest on the principal amount prepaid through the date of
     prepayment.

     (c) Hedging  Obligations  Unaffected.  Any  repayment  or  prepayment  made
pursuant  to this  Section  2.6 shall not affect the  Borrower's  obligation  to
continue to make  payments  under any  Secured  Hedging  Agreement,  which shall
remain in full force and effect  notwithstanding  such  repayment or prepayment,
subject to the terms of such Secured Hedging Agreement.

     Section 2.7 Lending Offices.

     LIBOR Rate Loans shall be made by each Lender at its LIBOR  Lending  Office
and Alternate Base Rate Loans at its Domestic Lending Office.

     Section 2.8 Default Rate and Payment Dates.

     Upon the occurrence,  and during the  continuance,  of an Event of Default,
the principal of and, to the extent permitted by law,  interest on the Loans and
any other amounts owing hereunder or under the other Credit  Documents shall, at
the discretion of the Required Lenders,  bear interest,  payable on demand, at a
per annum rate 2% greater than the rate which would  otherwise be applicable (or
if no rate is applicable, whether in respect of interest, fees or other amounts,
then the  Alternate  Base Rate plus the  Applicable  Percentage  with respect to
Alternate  Base Rate Loans plus 2% and such interest  shall be payable on demand
by the Administrative Agent).

     Section 2.9 Conversion Options.

     (a) The Borrower  may, in the case of Revolving  Loans,  elect from time to
time to convert  Alternate  Base Rate Loans to LIBOR Rate  Loans,  by giving the
Administrative  Agent at least three  Business Days' prior  irrevocable  written
notice of such election. A form of Notice of Conversion/Extension is attached as
Schedule  2.9.  If the date  upon  which an  Alternate  Base  Rate Loan is to be
converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall
be made on the next succeeding Business Day and during the period from such last
day of an Interest Period to such  succeeding  Business Day such Loan shall bear
interest  as if it  were  an  Alternate  Base  Rate  Loan.  All or any  part  of
outstanding  Alternate  Base Rate Loans may be  converted  as  provided  herein,
provided  that (i) no Loan may be  converted  into a LIBOR  Rate  Loan  when any
Default or Event of Default has  occurred  and is  continuing  and (ii)  partial
conversions  of  Revolving  Loans shall be in an aggregate  principal  amount of
$1,000,000 or a whole multiple of $500,000 in excess thereof.

     (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an
Interest  Period with respect  thereto by  compliance  by the Borrower  with the
notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan
may be  continued  as such when any Default or Event of Default has occurred and
is continuing,  in which case such Loan shall be  automatically  converted to an
Alternate  Base  Rate Loan at the end of the  applicable  Interest  Period  with
respect thereto. If the Borrower shall fail to give timely notice of an election
to continue a LIBOR Rate Loan,  or the  continuation  of LIBOR Rate Loans is not
permitted hereunder,  such LIBOR Rate Loans shall be automatically  converted to
Alternate  Base Rate Loans at the end of the  applicable  Interest  Period  with
respect thereto.

     Section 2.10 Computation of Interest and Fees.

     (a) Interest  payable  hereunder  with respect to Alternate Base Rate Loans
based on the Prime Rate shall be  calculated  on the basis of a year of 365 days
(or 366 days,  as  applicable)  for the actual  days  elapsed.  All other  fees,
interest and all other  amounts  payable  hereunder  shall be  calculated on the
basis of a 360 day year for the actual days elapsed.  The  Administrative  Agent
shall  as soon as  practicable  notify  the  Borrower  and the  Lenders  of each
determination of a LIBOR Rate on the Business Day of the determination  thereof.
Any  change  in the  interest  rate on a Loan  resulting  from a  change  in the
Alternate Base Rate shall become  effective as of the opening of business on the
day on which such change in the Alternate Base Rate shall become effective.  The
Administrative  Agent shall as soon as  practicable  notify the Borrower and the
Lenders of the effective date and the amount of each such change.

     (b) Each  determination  of an interest  rate by the  Administrative  Agent
pursuant to any provision of this  Agreement  shall be conclusive and binding on
the   Borrower  and  the  Lenders  in  the  absence  of  manifest   error.   The
Administrative  Agent  shall,  at the  request of the  Borrower,  deliver to the
Borrower a statement showing the computations used by the  Administrative  Agent
in determining any interest rate.

     Section 2.11 Pro Rata Treatment and Payments.

     (a) Each  borrowing of Revolving  Loans and any  reduction of the Revolving
Commitments  shall  be made  pro  rata  according  to the  respective  Revolving
Commitment Percentages of the Lenders.  During an Event of Default, each payment
under this Credit Agreement or any Note shall be applied, (i) first, to any fees
then due and owing by the  Borrower  pursuant to Section 2.4,  (ii)  second,  to
interest  then due and owing  hereunder  and under the Notes,  (iii)  third,  to
principal then due and owing  hereunder and under the Notes and (iv) fourth,  to
all  other  Credit  Party  Obligations  then  due and  owing  under  the  Credit
Documents.  Each payment on account of any fees pursuant to Section 2.4 shall be
made pro rata in accordance with the respective amounts due and owing (except as
to the Letter of Credit  Facing  Fees  retained  by the  Issuing  Lender and the
Issuing Lender Fees).  Each payment (other than  prepayments) by the Borrower on
account of principal of and  interest on the  Revolving  Loans shall be made pro
rata according to the respective  amounts due and owing  hereunder.  Prepayments
made pursuant to Section 2.6 shall be applied in  accordance  with such section.
Each  optional  prepayment on account of principal of the Loans shall be applied
in accordance  with Section 2.6(a) and each  mandatory  prepayment on account of
principal of the Loans shall be applied in accordance with Section  2.6(b).  All
payments  (including  prepayments)  to be made by the  Borrower  on  account  of
principal,  interest  and  fees  shall  be  made  without  defense,  set-off  or
counterclaim  (except as provided in Section  2.17(b))  and shall be made to the
Administrative  Agent  for the  account  of the  Lenders  at the  Administrative
Agent's office specified on Schedule 9.2 in Dollars and in immediately available
funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when
due. The  Administrative  Agent shall  distribute  such  payments to the Lenders
entitled thereto promptly upon receipt in like funds as received. If any payment
hereunder  (other than payments on the LIBOR Rate Loans) becomes due and payable
on a day other than a Business  Day,  such payment shall be extended to the next
succeeding  Business Day,  and, with respect to payments of principal,  interest
thereon shall be payable at the then applicable  rate during such extension.  If
any  payment on a LIBOR Rate Loan  becomes due and payable on a day other than a
Business  Day, the  maturity  thereof  shall be extended to the next  succeeding
Business Day unless the result of such extension would be to extend such payment
into another  calendar  month,  in which event such payment shall be made on the
immediately preceding Business Day.

     (b)  Allocation  of Payments  After Event of Default.  Notwithstanding  any
other provision of this Credit  Agreement to the contrary,  after the occurrence
and during the  continuance  of an Event of Default,  all amounts  collected  or
received  by the  Administrative  Agent or any  Lender on  account of the Credit
Party  Obligations  or any other  amounts  outstanding  under any of the  Credit
Documents  or in respect of the  Collateral  shall be paid over or  delivered as
follows to the extent such order is permitted by applicable law:

          FIRST,  to the  payment  of all  reasonable  out-of-pocket  costs  and
     expenses (including, without limitation, reasonable attorneys' fees) of the
     Administrative Agent in connection with enforcing the rights of the Lenders
     under  the  Credit  Documents  and  any  protective  advances  made  by the
     Administrative  Agent with respect to the  Collateral  under or pursuant to
     the terms of the Security Documents;

          SECOND, to payment of any fees owed to the Administrative Agent;

          THIRD,  to the  payment  of all  reasonable  out-of-pocket  costs  and
     expenses  (including,  without limitation,  reasonable  attorneys' fees) of
     each of the  Lenders in  connection  with  enforcing  its rights  under the
     Credit Documents or otherwise with respect to the Credit Party  Obligations
     owing to such Lender;

          FOURTH,  to  the  payment  of  all of  the  Credit  Party  Obligations
     consisting  of accrued fees and interest  (including,  without  limitation,
     accrued fees and interest arising under any Secured Hedging Agreement);

          FIFTH,  to the  payment  of the  outstanding  principal  amount of the
     Credit Party Obligations, and including with respect to any Secured Hedging
     Agreement,  any  breakage,  termination  or other  payments  due under such
     Secured Hedging Agreement and any interest accrued thereon;

          SIXTH,  to all other Credit Party  Obligations  and other  obligations
     which  shall have  become due and  payable  under the Credit  Documents  or
     otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above;
     and

          SEVENTH,  to the  payment of the  surplus,  if any,  to whoever may be
     lawfully entitled to receive such surplus.

          In carrying out the foregoing,  (i) amounts  received shall be applied
     in the numerical order provided until exhausted prior to application to the
     next succeeding  category;  (ii) each of the Lenders and Hedging  Agreement
     Providers shall receive an amount equal to its pro rata share (based on the
     proportion that the then outstanding Loans and LOC Obligations held by such
     Lender or the  outstanding  obligations  payable to such Hedging  Agreement
     Provider bears to the aggregate then outstanding Loans, LOC Obligations and
     obligations  payable  under all  Secured  Hedging  Agreements)  of  amounts
     available to be applied pursuant to clauses "THIRD",  "FOURTH", "FIFTH" and
     "SIXTH"  above;  and (iii) to the extent  that any  amounts  available  for
     distribution  pursuant  to clause  "FIFTH"  above are  attributable  to the
     issued but undrawn  amount of outstanding  Letters of Credit,  such amounts
     shall be held by the Administrative  Agent in a cash collateral account and
     applied (A) first,  to reimburse  the Issuing  Lender from time to time for
     any  drawings  under such  Letters of Credit  and (B) then,  following  the
     expiration of all Letters of Credit,  to all other obligations of the types
     described in clauses  "FIFTH" and "SIXTH"  above in the manner  provided in
     this Section 2.11(b).  Notwithstanding  the foregoing terms of this Section
     2.11, only Collateral proceeds and payments under the Guaranty with respect
     to Secured  Hedging  Agreements  shall be applied to obligations  under any
     Secured Hedging Agreement.

     Section 2.12 Non-Receipt of Funds by the Administrative Agent.

     (a) Unless the Administrative  Agent shall have been notified in writing by
a Lender  prior to the date a Loan is to be made by such  Lender  (which  notice
shall be effective  upon  receipt)  that such Lender does not intend to make the
proceeds of such Loan available to the Administrative  Agent, the Administrative
Agent may  assume  that such  Lender  has made such  proceeds  available  to the
Administrative  Agent on such date, and the Administrative Agent may in reliance
upon such  assumption  (but  shall not be  required  to) make  available  to the
Borrower a corresponding  amount.  If such  corresponding  amount is not in fact
made available to the Administrative  Agent, the  Administrative  Agent shall be
able to recover such corresponding  amount from such Lender. If such Lender does
not pay such  corresponding  amount  forthwith upon the  Administrative  Agent's
demand therefor, the Administrative Agent will promptly notify the Borrower, and
the Borrower shall promptly pay such corresponding  amount to the Administrative
Agent.  The  Administrative  Agent shall also be  entitled  to recover  from the
Lender  or the  Borrower,  as the case may be,  interest  on such  corresponding
amount in respect of each day from the date such  corresponding  amount was made
available  by  the  Administrative  Agent  to the  Borrower  to  the  date  such
corresponding  amount is  recovered by the  Administrative  Agent at a per annum
rate equal to (i) from the Borrower at the  applicable  rate for the  applicable
borrowing  pursuant  to the  Notice of  Borrowing  and (ii) from a Lender at the
Federal Funds Effective Rate.

     (b) Unless the Administrative  Agent shall have been notified in writing by
the  Borrower,  prior to the date on which any payment is due from it  hereunder
(which notice shall be effective upon receipt) that the Borrower does not intend
to make such payment, the Administrative Agent may assume that such Borrower has
made such payment when due, and the  Administrative  Agent may in reliance  upon
such  assumption (but shall not be required to) make available to each Lender on
such  payment  date an amount  equal to the portion of such  assumed  payment to
which such Lender is entitled  hereunder,  and if the  Borrower  has not in fact
made such payment to the  Administrative  Agent,  such Lender shall,  on demand,
repay to the  Administrative  Agent the amount made available to such Lender. If
such amount is repaid to the Administrative  Agent on a date after the date such
amount  was  made  available  to  such  Lender,  such  Lender  shall  pay to the
Administrative  Agent on demand  interest  on such amount in respect of each day
from the date such amount was made available by the Administrative Agent to such
Lender to the date such amount is recovered by the Administrative Agent at a per
annum rate equal to the Federal Funds Effective Rate.

     (c) A certificate of the Administrative  Agent submitted to the Borrower or
any Lender with  respect to any amount  owing under this  Section  2.12 shall be
conclusive in the absence of manifest error.

     Section 2.13 Inability to Determine Interest Rate.

     Notwithstanding  any  other  provision  of  this  Agreement,   if  (i)  the
Administrative  Agent shall reasonably  determine (which  determination shall be
conclusive and binding absent manifest  error) that, by reason of  circumstances
affecting the relevant  market,  reasonable  and adequate means do not exist for
ascertaining  LIBOR for such Interest Period, or (ii) the Required Lenders shall
reasonably determine (which determination shall be conclusive and binding absent
manifest  error) that the LIBOR Rate does not  adequately and fairly reflect the
cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested
be   outstanding  as  a  LIBOR  Tranche   during  such  Interest   Period,   the
Administrative   Agent   shall   forthwith   give   telephone   notice  of  such
determination,  confirmed in writing, to the Borrower,  and the Lenders at least
two Business  Days prior to the first day of such  Interest  Period.  Unless the
Borrower  shall have  notified  the  Administrative  Agent upon  receipt of such
telephone notice that it wishes to rescind or modify its request  regarding such
LIBOR Rate Loans,  any Loans that were  requested to be made as LIBOR Rate Loans
shall be made as Alternate  Base Rate Loans and any Loans that were requested to
be  converted  into or  continued  as LIBOR  Rate  Loans  shall  remain as or be
converted  into  Alternate  Base  Rate  Loans.  Until any such  notice  has been
withdrawn  by the  Administrative  Agent,  no  further  Loans  shall be made as,
continued as, or converted  into,  LIBOR Rate Loans for the Interest  Periods so
affected.

     Section 2.14 Illegality.

     (a)  Notwithstanding  any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
by the relevant Governmental  Authority to any Lender shall make it unlawful for
such Lender or its LIBOR Lending  Office to make or maintain LIBOR Rate Loans as
contemplated by this Credit Agreement,  then such Lender (an "Affected Lender"),
by written notice to the Borrower and to the  Administrative  Agent (which shall
include a certificate  of such Lender stating with  reasonable  detail the basis
for such notice), may declare that LIBOR Rate Loans will not thereafter (for the
duration  of  such  unlawfulness  or  impossibility)  be  made  by  such  Lender
hereunder, whereupon any request for a LIBOR Rate Loan (in the affected currency
or  currencies)  shall,  as to such  Lender  only,  be  deemed a  request  for a
Alternate  Base Rate Loan  (unless it should  also be illegal  for the  Affected
Lender to provide  an  Alternate  Base Rate Loan,  in which case such Loan shall
bear interest at a commensurate rate reasonably determined by the Administrative
Agent and agreed to by the  Affected  Lender and, so long as no Event of Default
shall have occurred and be continuing,  the Borrower),  unless such  declaration
shall be subsequently withdrawn.

     (b) In the event any Lender shall exercise its rights above with respect to
any Loans,  all payments and prepayments of principal which would otherwise have
been  applied  to repay the LIBOR  Rate  Loans that would have been made by such
Lender or the converted LIBOR Rate Loans of such Lender shall instead be applied
to repay  the  Alternate  Base  Rate  Loans  made by such  Lender in lieu of, or
resulting from the conversion, of such LIBOR Rate Loans.

     (c) For  purposes of this  Section  2.14,  a notice to the  Borrower by any
Lender shall be effective  as to each such Loan,  if lawful,  on the last day of
the Interest Period  currently  applicable to such Loan; in all other cases such
notice shall be effective on the date of receipt by the Borrower.

     Section 2.15 Requirements of Law.

     (a) If the  adoption of or any change in any  Requirement  of Law or in the
interpretation  or  application  thereof or  compliance  by any Lender  with any
request or  directive  (whether or not having the force of law) from any central
bank or other Governmental Authority made subsequent to the date hereof:

          (i) shall subject such Lender to any tax of any kind  whatsoever  with
     respect to any Letter of Credit or any application  relating  thereto,  any
     LIBOR Rate Loan made by it, or change the basis of  taxation of payments to
     such  Lender in respect  thereof  (except for changes in the rate of tax on
     the overall net income of such Lender);

          (ii) shall  impose,  modify or hold  applicable  any reserve,  special
     deposit,  compulsory  loan or similar  requirement  against assets held by,
     deposits or other liabilities in or for the account of, advances,  loans or
     other  extensions of credit by, or any other  acquisition  of funds by, any
     office of such Lender which is not otherwise  included in the determination
     of the LIBOR Rate hereunder; or

          (iii) shall impose on such Lender any other condition;

          and the result of any of the foregoing is to increase the cost to such
     Lender of making or  maintaining  LIBOR Rate Loans or the Letters of Credit
     or to reduce any amount  receivable  hereunder or under any Note,  then, in
     any such case,  the  Borrower  shall  promptly  pay such  Lender,  upon its
     demand, any additional amounts necessary to compensate such Lender for such
     additional cost or reduced amount  receivable which such Lender  reasonably
     deems to be material as determined by such Lender with respect to its LIBOR
     Rate Loans or Letters of Credit,  provided,  that the Borrower shall not be
     required to pay to such Lender such  additional  amounts under this Section
     2.15 for any  amount  incurred  as a  result  of such  additional  costs or
     reduction  more than 90 days after the date that such Lender or the Issuing
     Bank first  became  aware (or more than 90 days  after a prudent  lender or
     issuing  bank active in the  lending  market  generally  should have become
     aware) of such  additional  costs or reduction  and of such Lender's or the
     Issuing Bank's intention to claim compensation  therefore. A certificate as
     to any additional  amounts  payable  pursuant to this Section  submitted by
     such Lender,  through the  Administrative  Agent,  to the Borrower shall be
     conclusive  in the absence of  manifest  error.  Each Lender  agrees to use
     reasonable  efforts  (including  reasonable  efforts to change its Domestic
     Lending Office or LIBOR Lending Office,  as the case may be) to avoid or to
     minimize  any amounts  which might  otherwise  be payable  pursuant to this
     paragraph of this Section;  provided,  however, that such efforts shall not
     cause the  imposition  on such Lender of any  additional  costs or legal or
     regulatory  burdens  deemed  by such  Lender in its sole  discretion  to be
     material.

     (b) If any Lender shall have reasonably  determined that the adoption of or
any  change in any  Requirement  of Law  regarding  capital  adequacy  or in the
interpretation  or  application  thereof  or  compliance  by such  Lender or any
corporation  controlling  such Lender with any  request or  directive  regarding
capital adequacy  (whether or not having the force of law) from any central bank
or Governmental  Authority made subsequent to the date hereof does or shall have
the effect of reducing the rate of return on such Lender's or such corporation's
capital as a  consequence  of its  obligations  hereunder  to a level below that
which such Lender or such corporation could have achieved but for such adoption,
change  or  compliance   (taking  into   consideration  such  Lender's  or  such
corporation's policies with respect to capital adequacy) by an amount reasonably
deemed by such Lender in its sole  discretion to be material,  then from time to
time,  within fifteen (15) days after demand by such Lender,  the Borrower shall
pay to such Lender such  additional  amount as shall be certified by such Lender
as being  required  to  compensate  it for such  reduction,  provided,  that the
Borrower  shall not be required to pay to such  Lender such  additional  amounts
under this  Section 2.15 for any amount  incurred as a result of such  reduction
more than 90 days  after the date that such  Lender or the  Issuing  Bank  first
became aware (or more than 90 days after a prudent lender or issuing bank active
in the lending market  generally should have become aware) of such reduction and
of  such  Lender's  or  the  Issuing  Bank's  intention  to  claim  compensation
therefore.  Such a certificate as to any additional  amounts  payable under this
Section submitted by a Lender (which  certificate shall include a description of
the  basis  for the  computation),  through  the  Administrative  Agent,  to the
Borrower shall be conclusive absent manifest error.

     (c) The  agreements in this Section 2.15 shall survive the  termination  of
this Agreement and payment of the Notes and all other amounts payable hereunder.

     Section 2.16 Borrower's Indemnity of Lenders.

     The Borrower hereby agrees to indemnify each Lender and to hold such Lender
harmless from any funding loss or expense which such Lender may sustain or incur
as a  consequence  of (a) default by the  Borrower  in payment of the  principal
amount of or interest on any Loan by such  Lender in  accordance  with the terms
hereof,  (b) default by the Borrower in accepting a borrowing after the Borrower
has given a notice in  accordance  with the terms  hereof,  (c)  default  by the
Borrower  in making  any  prepayment  after the  Borrower  has given a notice in
accordance  with the terms  hereof,  and/or (d) the making by the  Borrower of a
prepayment of a LIBOR Rate Loan, or the  conversion  thereof,  on a day which is
not the last day of the  Interest  Period  with  respect  thereto,  in each case
including, but not limited to, any such loss or expense arising from interest or
fees  payable  by such  Lender to lenders  of funds  obtained  by it in order to
maintain its LIBOR Rate Loans  hereunder.  A  certificate  as to any  additional
amounts payable  pursuant to this Section  submitted by any Lender,  through the
Administrative  Agent, to the Borrower (which  certificate  must be delivered to
the Administrative  Agent within thirty days following such default,  prepayment
or conversion) shall be presumptively  correct in the absence of manifest error.
The  agreements in this Section shall survive  termination of this Agreement and
payment of the Notes and all other amounts payable hereunder.

     Section 2.17 Taxes.

     (a) All payments made by the Borrower  hereunder or under any Note will be,
except as  provided  in Section  2.17(b),  made free and clear of,  and  without
deduction or  withholding  for, any present or future  taxes,  levies,  imposts,
duties,  fees,  assessments or other charges of whatever nature now or hereafter
imposed by any Governmental  Authority or by any political subdivision or taxing
authority  thereof or therein with respect to such payments  (but  excluding any
tax imposed on or measured by the net income or profits of a Lender  pursuant to
the laws of the  jurisdiction  in which it is organized or the  jurisdiction  in
which  the  principal  office or  applicable  lending  office of such  Lender is
located or is or should be qualified to do business or any  subdivision  thereof
or therein)  and all  interest,  penalties or similar  liabilities  with respect
thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments
or other charges being referred to collectively as "Taxes"). If any Taxes are so
levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and
such additional amounts as may be necessary so that every payment of all amounts
due under this Agreement or under any Note,  after  withholding or deduction for
or on account of any Taxes, will not be less than the amount provided for herein
or in such Note. The Borrower will furnish to the  Administrative  Agent as soon
as  practicable  after  the date the  payment  of any Taxes is due  pursuant  to
applicable law certified copies (to the extent reasonably available and required
by law) of tax receipts  evidencing  such payment by the Borrower.  The Borrower
agrees to indemnify  and hold harmless  each Lender,  and reimburse  such Lender
upon its written  request,  for the amount of any Taxes so levied or imposed and
paid by such Lender.

     (b) Each Lender that is not a United States person (as such term is defined
in Section  7701(a)(30)  of the Code)  agrees to deliver to the Borrower and the
Administrative Agent on or prior to the Closing Date, or in the case of a Lender
that is an assignee or transferee of an interest under this  Agreement  pursuant
to Section 9.6(d) (unless the respective  Lender was already a Lender  hereunder
immediately  prior  to  such  assignment  or  transfer),  on the  date  of  such
assignment or transfer to such Lender,  (i) if the Lender is a "bank" within the
meaning of Section  881(c)(3)(A) of the Code, two accurate and complete original
signed  copies of Internal  Revenue  Service Form W-8BEN or W-8ECI (or successor
forms) certifying such Lender's  entitlement to a complete exemption from United
States  withholding tax with respect to payments to be made under this Agreement
and under any Note,  or (ii) if the Lender is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code, either Internal Revenue Service Form W-8BEN or
W-8ECI as set forth in clause (i) above, or (x) a certificate  substantially  in
the form of Schedule 2.17 (any such certificate,  a "2.17  Certificate") and (y)
two accurate and complete  original  signed copies of Internal  Revenue  Service
Form  W-8  (or  successor  form)  certifying  such  Lender's  entitlement  to an
exemption  from  United  States  withholding  tax with  respect to  payments  of
interest to be made under this  Agreement and under any Note. In addition,  each
Lender agrees that it will deliver upon the Borrower's  request updated versions
of the foregoing, as applicable,  whenever the previous certification has become
obsolete or inaccurate in any material  respect,  together with such other forms
as may be  required in order to confirm or  establish  the  entitlement  of such
Lender to a continued  exemption from or reduction in United States  withholding
tax with respect to payments under this Agreement and any Note.  Notwithstanding
anything  to the  contrary  contained  in Section  2.17(a),  but  subject to the
immediately  succeeding  sentence,  (x) each Borrower shall be entitled,  to the
extent it is required to do so by law,  to deduct or withhold  Taxes  imposed by
the United States (or any political  subdivision or taxing authority  thereof or
therein) from interest,  fees or other amounts payable hereunder for the account
of any Lender  which is not a United  States  person (as such term is defined in
Section  7701(a)(30)  of the Code) for U.S.  Federal  income tax purposes to the
extent that such Lender has not provided to the Borrower U.S.  Internal  Revenue
Service  Forms  that  establish  a complete  exemption  from such  deduction  or
withholding  and (y) the  Borrower  shall not be  obligated  pursuant to Section
2.17(a)  hereof to gross-up  payments to be made to a Lender in respect of Taxes
imposed by the United States if (I) such Lender has not provided to the Borrower
the  Internal  Revenue  Service  Forms  required to be provided to the  Borrower
pursuant to this  Section  2.17(b) or (II) in the case of a payment,  other than
interest,  to a Lender  described in clause (ii) above,  to the extent that such
Forms do not  establish a complete  exemption  from  withholding  of such Taxes.
Notwithstanding  anything to the contrary contained in the preceding sentence or
elsewhere in this Section 2.17, the Borrower  agrees to pay  additional  amounts
and to indemnify each Lender in the manner set forth in Section 2.17(a) (without
regard  to  the  identity  of  the  jurisdiction   requiring  the  deduction  or
withholding)  in respect of any amounts  deducted or withheld by it as described
in the  immediately  preceding  sentence  as a result of any  changes  after the
Closing Date in any  applicable  law,  treaty,  governmental  rule,  regulation,
guideline or order, or in the interpretation thereof,  relating to the deducting
or withholding of Taxes.

     (c) Each Lender  agrees to use  reasonable  efforts  (including  reasonable
efforts to change its Domestic  Lending Office or LIBOR Lending  Office,  as the
case may be) to avoid or to  minimize  any  amounts  which  might  otherwise  be
payable pursuant to this Section; provided, however, that such efforts shall not
cause  the  imposition  on such  Lender  of any  additional  costs  or  legal or
regulatory burdens deemed by such Lender in its sole discretion to be material.

     (d) If the Borrower  pays any  additional  amount  pursuant to this Section
2.17 with  respect to a Lender,  such  Lender  shall use  reasonable  efforts to
obtain a refund of tax or credit against its tax  liabilities on account of such
payment;  provided  that  such  Lender  shall  have no  obligation  to use  such
reasonable  efforts if either (i) it is in an excess foreign tax credit position
or (ii) it believes  in good  faith,  in its sole  discretion,  that  claiming a
refund or credit would cause adverse tax  consequences  to it. In the event that
such  Lender  receives  such a refund or credit,  such  Lender  shall pay to the
Borrower an amount that such Lender  reasonably  determines  is equal to the net
tax benefit obtained by such Lender as a result of such payment by the Borrower.
In the event that no refund or credit is obtained with respect to the Borrower's
payments to such Lender  pursuant to this Section  2.17,  then such Lender shall
upon request provide a certification  that such Lender has not received a refund
or credit  for such  payments.  Nothing  contained  in this  Section  2.17 shall
require  a Lender to  disclose  or detail  the basis of its  calculation  of the
amount of any tax benefit or any other amount or the basis of its  determination
referred to in the proviso to the first  sentence  of this  Section  2.17 to the
Borrower or any other party.

     (e) The  agreements in this Section 2.17 shall survive the  termination  of
this  Agreement  and the  payment  of the Notes and all  other  amounts  payable
hereunder.

     Section 2.18 Indemnification; Nature of Issuing Lender's Duties.

     (a) In addition to its other  obligations  under  Section 2.2, the Borrower
hereby agrees to protect,  indemnify,  pay and save each Issuing Lender harmless
from and against  any and all claims,  demands,  liabilities,  damages,  losses,
costs,  charges and expenses  (including  reasonable  attorneys'  fees) that the
Issuing Lender may incur or be subject to as a consequence,  direct or indirect,
of (i) the  issuance  of any Letter of Credit or (ii) the failure of the Issuing
Lender  to honor a  drawing  under a Letter  of Credit as a result of any act or
omission,  whether rightful or wrongful,  of any present or future de jure or de
facto government or governmental  authority (all such acts or omissions,  herein
called "Government Acts").

     (b) As between the Borrower  and the Issuing  Lender,  the  Borrower  shall
assume all risks of the acts, omissions or misuse of any Letter of Credit by the
beneficiary  thereof.  The Issuing Lender shall not be responsible  for: (i) the
form,  validity,  sufficiency,  accuracy,  genuineness  or legal  effect  of any
document  submitted  by any party in  connection  with the  application  for and
issuance  of any Letter of Credit,  even if it should in fact prove to be in any
or all respects invalid,  insufficient,  inaccurate,  fraudulent or forged; (ii)
the  validity or  sufficiency  of any  instrument  transferring  or assigning or
purporting  to transfer or assign any Letter of Credit or the rights or benefits
thereunder  or  proceeds  thereof,  in whole or in  part,  that may  prove to be
invalid or  ineffective  for any reason;  (iii) failure of the  beneficiary of a
Letter of Credit to comply fully with conditions  required in order to draw upon
a  Letter  of  Credit;  (iv)  errors,  omissions,  interruptions  or  delays  in
transmission or delivery of any messages,  by mail, cable,  telegraph,  telex or
otherwise,  whether or not they be in cipher;  (v) errors in  interpretation  of
technical terms;  (vi) any loss or delay in the transmission or otherwise of any
document  required in order to make a drawing under a Letter of Credit or of the
proceeds  thereof;  and (vii) any  consequences  arising from causes  beyond the
control of the Issuing Lender,  including,  without  limitation,  any Government
Acts.  None of the above  shall  affect,  impair,  or prevent the vesting of the
Issuing Lender's rights or powers hereunder.

     (c) In  furtherance  and  extension  and not in  limitation of the specific
provisions  hereinabove  set forth,  any action  taken or omitted by the Issuing
Lender,  under or in  connection  with  any  Letter  of  Credit  or the  related
certificates,  if taken or omitted  in good  faith,  shall not put such  Issuing
Lender under any resulting liability to the Borrower. It is the intention of the
parties  that this  Agreement  shall be  construed  and  applied to protect  and
indemnify the Issuing  Lender against any and all risks involved in the issuance
of the Letters of Credit, all of which risks are hereby assumed by the Borrower,
including,  without  limitation,  any and all  risks of the  acts or  omissions,
whether rightful or wrongful,  of any Government  Authority.  The Issuing Lender
shall not, in any way, be liable for any failure by the Issuing Lender or anyone
else to pay any drawing under any Letter of Credit as a result of any Government
Acts or any other cause beyond the control of the Issuing Lender.

     (d) Nothing in this  Section  2.19 is  intended to limit the  reimbursement
obligation of the Borrower  contained in Section 2.2(d) hereof.  The obligations
of the Borrower  under this Section 2.19 shall survive the  termination  of this
Agreement.  No act or omissions of any current or prior  beneficiary of a Letter
of Credit shall in any way affect or impair the rights of the Issuing  Lender to
enforce any right, power or benefit under this Agreement.

     (e)  Notwithstanding  anything to the  contrary  contained  in this Section
2.19,  the Borrower  shall have no obligation to indemnify any Issuing Lender in
respect of any  liability  incurred by such  Issuing  Lender  arising out of the
gross  negligence,  willful  misconduct  or  bad  faith  of the  Issuing  Lender
(including  action not taken by an Issuing Lender),  as determined by a court of
competent jurisdiction.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     To  induce  the  Lenders  to  enter  into  this  Agreement  and to make the
Extensions of Credit herein  provided for, the Credit Parties  hereby  represent
and warrant to the Administrative Agent and to each Lender that:

     Section 3.1 Financial Condition.

     The Borrower has  delivered to the  Administrative  Agent and the . Lenders
(a) balance sheets and the related statements of income and of cash flows of the
Borrower and its Subsidiaries for fiscal years ended December 31, 2000, 2001 and
2002 audited by a nationally  recognized  accounting firm, (b) unaudited balance
sheets and the related  statements  of income and of cash flows of the  Borrower
and its Subsidiaries  through September 30, 2003 and (c) three-year  projections
of the  Borrower  and its  Subsidiaries,  all in form and  substance  reasonably
satisfactory  to the  Administrative  Agent and certified by the chief financial
officer of the  Borrower  that (i) with  respect to the  audited  and  unaudited
financial  statements,  such  financial  statements are complete and correct and
fairly present the financial  condition of the Borrower and its  Subsidiaries as
at the  dates  indicated,  subject,  with  respect  to the  unaudited  financial
statements, to changes resulting from audit and normal year-end adjustments, and
(ii) with  respect to the  projections,  they were  prepared in good faith based
upon, to the best of such officer's knowledge,  reasonable assumptions. All such
financial  statements,  including the related schedules and notes thereto,  have
been  prepared in  accordance  with GAAP  applied  consistently  throughout  the
periods involved (except as disclosed therein).

     Section 3.2 No Change.

     Since  December 31, 2002 (and after  delivery of annual  audited  financial
statements  in  accordance  with  Section  5.1(a),  since  the  date of the most
recently  delivered  annual  audited  financial  statements)  there  has been no
development  or event  which has had or could  reasonably  be expected to have a
Material Adverse Effect.

     Section 3.3 Corporate Existence; Compliance with Law.

     Each of the Credit Parties (a) is duly organized,  validly  existing and in
good  standing  under  the  laws of the  jurisdiction  of its  incorporation  or
organization,  (b) has the requisite  power and authority and the legal right to
own and operate all its  property,  to lease the  property it operates as lessee
and to  conduct  the  business  in which it is  currently  engaged,  (c) is duly
qualified  to  conduct  business  and in good  standing  under  the laws of each
jurisdiction where its ownership,  lease or operation of property or the conduct
of its  business  requires  such  qualification  except to the  extent  that the
failure to so qualify or be in good standing could not,  either  individually or
in the aggregate,  reasonably be expected to have a Material  Adverse Effect and
(d) is in compliance with all  Requirements of Law except to the extent that the
failure  to so comply  with any given  Requirement  of Law would not result in a
Material Adverse Effect.

     Section 3.4 Corporate Power; Authorization; Enforceable Obligations.

     Each of the Credit Parties has full power and authority and the legal right
to make,  deliver and perform the Credit  Documents to which it is party and has
taken all necessary  limited  liability company or corporate action to authorize
the execution,  delivery and performance by it of the Credit  Documents to which
it is party. No consent or authorization of, filing with, notice to or other act
by or in respect of, any Governmental  Authority or any other Person is required
in connection with the borrowings  hereunder or with the execution,  delivery or
performance of any Credit Document by the Credit Parties (other than those which
have  been  obtained)  or with the  validity  or  enforceability  of any  Credit
Document  against the Credit  Parties  (except such filings as are  necessary in
connection  with the perfection of the Liens created by such Credit  Documents).
Each Credit Document to which it is a party has been duly executed and delivered
on behalf of the Credit Parties party thereto.  Each Credit Document to which it
is a party  constitutes  a legal,  valid and  binding  obligation  of the Credit
Parties party  thereto,  enforceable  against such Credit  Parties in accordance
with  its  terms,   except  as  enforceability  may  be  limited  by  applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general  equitable  principles
(whether enforcement is sought by proceedings in equity or at law).

     Section 3.5 No Legal Bar; No Default.

     The  execution,  delivery  and  performance  of the Credit  Documents,  the
borrowings  thereunder and the use of the proceeds of the Loans will not violate
any material Requirement of Law and will not result in, or require, the creation
or  imposition  of any  Lien on any of its or  their  respective  properties  or
revenues  pursuant to any  Requirement of Law other than the Liens arising under
or contemplated in connection with the Credit Documents.

     Section 3.6 No Material Litigation.

     No  litigation,   investigation,   claim,   criminal   prosecution,   civil
investigative  demand,  imposition of criminal or civil fines and penalties,  or
any other  proceeding of or before any arbitrator or  Governmental  Authority is
pending  or, to the best  knowledge  of the  Credit  Parties,  threatened  by or
against (a) any Credit Party or any of its Subsidiaries or against any of its or
their  respective  properties  or  revenues  or (b) with  respect  to the Credit
Documents or any Loan or any of the transactions  contemplated  hereby,  in each
case which could reasonably be expected to have a Material Adverse Effect.

     Section 3.7 Investment Company Act.

     No Credit Party is an "investment company", or a company "controlled" by an
"investment company",  within the meaning of the Investment Company Act of 1940,
as amended.

     Section 3.8 Margin Regulations.

     No part of the  proceeds  of any Loan  hereunder  will be used  directly or
indirectly for any purpose which violates,  which would be inconsistent  with or
which  would  require  any Lender to make any  filing in  accordance  with,  the
provisions  of  Regulation  T, U or X of the Board of  Governors  of the Federal
Reserve  System as now and from time to time  hereafter  in  effect.  The Credit
Parties and their Subsidiaries taken as a group do not own "margin stock" except
as  identified in the  financial  statements  referred to in Section 3.1 and the
aggregate  value of all  "margin  stock"  owned by the Credit  Parties and their
Subsidiaries taken as a group does not exceed 25% of the value of their assets.

     Section 3.9 ERISA.

     Neither a Reportable Event nor an "accumulated  funding deficiency" (within
the  meaning of Section  412 of the Code or Section  302 of ERISA) has  occurred
during the five-year  period prior to the date on which this  representation  is
made or deemed made with respect to any Plan,  and each Plan has complied in all
material  respects  with the  applicable  provisions  of ERISA and the Code.  No
termination  of a Single  Employer Plan has occurred  resulting in any liability
that has  remained  underfunded,  and no Lien in favor of the PBGC or a Plan has
arisen,  during such five-year period. The present value of all accrued benefits
under each Single  Employer Plan (based on those  assumptions  used to fund such
Plans) did not, as of the last annual  valuation date prior to the date on which
this  representation  is made or deemed made,  exceed the value of the assets of
such Plan allocable to such accrued  benefits by an amount which,  as determined
in accordance with GAAP, could reasonably be expected to have a Material Adverse
Effect. Neither any Credit Party nor any Commonly Controlled Entity is currently
subject  to  any  liability  for  a  complete  or  partial   withdrawal  from  a
Multiemployer Plan.

     Section 3.10 Environmental Matters.

     Except as could not  reasonably  be  expected  to have a  Material  Adverse
Effect:

          (a) The  facilities and  properties  owned,  leased or operated by the
     Credit  Parties  or any of their  Subsidiaries  (the  "Properties")  do not
     contain any Materials of Environmental Concern in amounts or concentrations
     which constitute a violation of any Environmental Law.

          (b) The  Properties  and all  operations of the Credit  Parties and/or
     their  Subsidiaries  at the Properties  are in compliance,  and have in the
     last five years been in  compliance,  in all respects  with all  applicable
     Environmental  Laws, and there is no  contamination  at, under or about the
     Properties  or  violation  of any  Environmental  Law with  respect  to the
     Properties or the business  operated by the Credit  Parties or any of their
     Subsidiaries (the "Business").

          (c) No Credit  Party has  received  any  written  or actual  notice of
     violation,  alleged  violation,  non-compliance,   liability  or  potential
     liability regarding  environmental matters or compliance with Environmental
     Laws with regard to any of the  Properties  or the  Business,  nor does the
     Credit  Parties nor any of their  Subsidiaries  have knowledge or reason to
     believe that any such notice will be received or is being threatened.

          (d) Materials of  Environmental  Concern have not been  transported or
     disposed of from the  Properties  in  violation  of, or in a manner or to a
     location which could give rise to liability  under any  Environmental  Law,
     nor have any Materials of  Environmental  Concern been generated,  treated,
     stored or disposed of at, on or under any of the  Properties  in  violation
     of, or in a manner that could give rise to liability  under, any applicable
     Environmental Law.

          (e) No judicial proceeding or governmental or administrative action is
     pending or, to the knowledge of the Credit Parties,  threatened,  under any
     Environmental Law to which any Credit Party or any Subsidiary is or will be
     named as a party with respect to the  Properties or the  Business,  nor are
     there any consent decrees or other decrees, consent orders,  administrative
     orders or other orders, or other  administrative  or judicial  requirements
     outstanding  under any  Environmental Law with respect to the Properties or
     the Business.

          (f) There has been no release or threat of  release  of  Materials  of
     Environmental Concern at or from the Properties, or arising from or related
     to the operations of any Credit Party or any Subsidiary in connection  with
     the Properties or otherwise in connection  with the Business,  in violation
     of or in amounts or in a manner  that  could give rise to  liability  under
     Environmental Laws.

     Section 3.11 Use of Proceeds.

     The  proceeds of the  Extensions  of Credit  shall be used by the  Borrower
solely to pay fees and  expenses  owing to the  Lenders  and the  Administrative
Agent in  connection  with this Credit  Agreement  and (ii)  provide for working
capital  and  other  general   corporate   purposes  of  the  Borrower  and  its
Subsidiaries  including,  but not limited to, Permitted Acquisitions and capital
expenditures.

     Section 3.12 Subsidiaries.

     Set  forth  on  Schedule  3.12  is a  complete  and  accurate  list  of all
Subsidiaries  of the Credit  Parties as of the Closing Date.  Information on the
attached Schedule includes state of incorporation or organization; the number of
shares of each class of Capital Stock or other equity interests outstanding; the
number and percentage of outstanding  shares of each class of Capital Stock; the
number and effect, if exercised, of all outstanding options, warrants, rights of
conversion or purchase and similar rights and an indication  whether or not such
Subsidiary is a Material  Subsidiary.  The  outstanding  Capital Stock and other
equity  interests of all such  Subsidiaries  are validly issued,  fully paid and
non-assessable  and are  owned,  free and clear of all Liens  (other  than those
arising under or contemplated in connection with the Credit Documents).

     Section 3.13 Ownership.

     Each Credit  Party and its  Subsidiaries  is the owner of, and has good and
marketable  title to or a valid  leasehold  interest  in, all of its  respective
assets,  and none of such  assets is subject  to any Lien  other than  Permitted
Liens.

     Section 3.14 Indebtedness.

     Except as otherwise  permitted  under  Section 6.1, the Credit  Parties and
their Subsidiaries have no Indebtedness.

     Section 3.15 Taxes.

     Each of the Credit Parties and its  Subsidiaries has filed, or caused to be
filed, all tax returns (federal,  state, local and foreign) required to be filed
and paid (a) all amounts of taxes shown  thereon to be due  (including  interest
and penalties) and (b) all other taxes, fees, assessments and other governmental
charges  (including  mortgage  recording  taxes,  documentary  stamp  taxes  and
intangibles  taxes)  owing by it,  except  for such  taxes (i) which are not yet
delinquent  or (ii)  that  are  being  contested  in good  faith  and by  proper
proceedings,  and  against  which  adequate  reserves  are being  maintained  in
accordance with GAAP.

     Section 3.16 Intellectual Property.

     Each of the Borrowers and its Subsidiaries  owns or possesses rights to use
all licenses,  copyrights,  copyright  applications,  patents,  patent rights or
licenses, patent applications,  trademarks, trademark rights, trade names, trade
name  rights,  copyrights  and rights with  respect to the  foregoing  which are
required to conduct  its  business  except  where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.  No event has occurred
which,  to the knowledge of the Borrower,  permits,  or after notice or lapse of
time or both would permit,  the  revocation or  termination  of any such rights,
and, to the knowledge of the Borrower,  neither the Borrower nor any  Subsidiary
is liable to any Person for  infringement  under  Applicable Law with respect to
any such  rights as a result  of its  business  operations,  except as could not
reasonably be expected to have a Material Adverse Effect.


     Section 3.17 Solvency.

     The fair  saleable  value of the Credit  Parties'  assets taken as a whole,
measured on a going  concern  basis,  exceeds all  probable  liabilities  of the
Credit Parties together as a whole,  including those to be incurred  pursuant to
this Credit  Agreement.  None of the Credit Parties (a) has  unreasonably  small
capital in relation to the  business in which it is or proposes to be engaged or
(b) has  incurred,  or believes  that it will incur after  giving  effect to the
transactions contemplated by this Credit Agreement,  debts beyond its ability to
pay such debts as they become due.

     Section 3.18 Investments.

     All  Investments  of each of the Credit  Parties and its  Subsidiaries  are
Permitted Investments.

     Section 3.19 Location of Chief Executive Office.

     Set forth on  Schedule  3.19 is the chief  executive  office and  principal
place of business of each of the Credit Parties and their  Subsidiaries  and the
State of incorporation  or organization of each such Person,  in each case as of
the Closing Date.

     Section 3.20 No Burdensome Restrictions.

     None of the  Credit  Parties or any of its  Subsidiaries  is a party to any
agreement or  instrument  or subject to any other  obligation  or any charter or
corporate restriction or any provision of any applicable law, rule or regulation
which, individually or in the aggregate,  could reasonably be expected to have a
Material Adverse Effect.

     Section 3.21 Brokers' Fees.

     None of the Credit Parties or any of its Subsidiaries has any obligation to
any Person in respect of any  finder's,  broker's,  investment  banking or other
similar fee in connection with any of the  transactions  contemplated  under the
Credit  Documents other than the closing and other fees payable pursuant to this
Credit Agreement.

     Section 3.22 Labor Matters.

     As of the Closing Date,  there are no collective  bargaining  agreements or
Multiemployer  Plans  covering the employees of any of the Credit Parties or any
of its  Subsidiaries as of the Closing Date, other than as set forth in Schedule
3.22 hereto,  and none of the Credit Parties or any of its  Subsidiaries (i) has
suffered  any  strikes,   walkouts,  work  stoppages  or  other  material  labor
difficulty within the last five years,  other than as set forth in Schedule 3.22
hereto or (ii) has knowledge of any potential or pending strike, walkout or work
stoppage.  As of the Closing Date,  other than as set forth on Schedule 3.22, no
unfair labor  practice  complaint is pending  against any Credit Party or any of
its  Subsidiaries  or, to the best knowledge of the Credit  Parties,  threatened
against any Credit Party or any of its Subsidiaries.

     Section 3.23 Security Documents.

     The Security  Documents  create valid security  interests in, and Liens on,
the Collateral  purported to be covered  thereby,  which security  interests and
Liens are currently perfected security interests and Liens that are prior to all
other Liens other than Permitted Liens.

     Section 3.24 Accuracy and Completeness of Information.

     All  factual  information   heretofore,   contemporaneously   or  hereafter
furnished by or on behalf of any Credit Party or any of its  Subsidiaries to the
Administrative  Agent or any Lender for purposes of or in  connection  with this
Agreement or any other Credit Document,  or any transaction  contemplated hereby
or thereby,  is or will be true and  accurate in all  material  respects and not
incomplete  by  omitting  to state  any  material  fact  necessary  to make such
information  not  misleading.  There is no fact now known to any Credit Party or
any of its  Subsidiaries  which has, or could  reasonably be expected to have, a
Material  Adverse  Effect  which  fact  has not been set  forth  herein,  in the
financial  statements  of the  Borrower  and its  Subsidiaries  furnished to the
Administrative Agent and/or the Lenders, or in any certificate, opinion or other
written  statement  made or furnished by any Credit Party to the  Administrative
Agent and/or the Lenders.

     Section 3.25 Material Contracts.

     All of the Material  Contracts are in full force and effect and no material
defaults of any Credit party or its  Subsidiaries  currently  exist  thereunder,
except where the failure of such  contract to be in full force and effect or any
such  defaults  thereunder  could not  reasonably be expected to have a Material
Adverse Effect.

     Section 3.26 Insurance.

     The insurance  coverage of the Credit Parties and their  Subsidiaries as of
the Closing Date is outlined as to carrier, policy number, expiration date, type
and  amount on  Schedule  3.26 and such  insurance  coverage  complies  with the
requirements set forth in Section 5.5(b).

     Section 3.27 Tax Shelter Regulations.

     The  Borrower  does not intend to treat the Loans and the Letters of Credit
and related transactions as being a "reportable transaction" (within the meaning
of Treasury  Regulation Section 1.6011-4).  In the event the Borrower determines
to take any action inconsistent with such intention, it will promptly notify the
Administrative  Agent  thereof.  If the Borrower so notifies the  Administrative
Agent, the Borrower  acknowledges  that one or more of the Lenders may treat its
Loans,  Letters of Credit and  Participation  Interests in  Swingline  Loans and
Letters  of  Credit  as  part  of a  transaction  that is  subject  to  Treasury
Regulation Section 301.6112-1,  and such Lender or Lenders, as applicable,  will
maintain the lists and other records required by such Treasury Regulation.


                                   ARTICLE IV

                              CONDITIONS PRECEDENT

     Section 4.1 Conditions to Closing Date and Initial Extensions of Credit.

     This  Agreement  shall become  effective  upon,  and the obligation of each
Lender  to make the  initial  Revolving  Loans  and the  Swingline  Loans on the
Closing  Date is  subject  to,  the  satisfaction  of the  following  conditions
precedent:

          (a)  Execution  of  Agreement.  The  Administrative  Agent  shall have
     received (i)  counterparts of this Agreement,  (ii) for the account of each
     applicable Lender, a Revolving Note, (iii) for the account of the Swingline
     Lender,  the Swingline Note and (iv)  counterparts of the Pledge  Agreement
     conforming  to the  requirements  of this  Agreement and executed by a duly
     authorized  officer  of each  party  thereto,  and in each case in form and
     substance satisfactory to the Lenders.

          (b) Authority Documents.  The Administrative Agent shall have received
     the following:

                    (i) Articles of Incorporation/Charter  Documents.  Copies of
               the articles of  incorporation  or other  charter  documents,  as
               applicable,  of  each  Credit  Party  certified  to be  true  and
               complete  as of a  recent  date by the  appropriate  Governmental
               Authority of the state of its incorporation.

                    (ii)  Resolutions.  Copies  of  resolutions  of the board of
               directors of each Credit Party  approving and adopting the Credit
               Documents, the transactions  contemplated therein and authorizing
               execution  and  delivery  thereof,  certified  by a secretary  or
               assistant   secretary  of  such  Credit  Party   (pursuant  to  a
               secretary's  certificate  in  substantially  the form of Schedule
               4.1-1  attached  hereto)  as of the  Closing  Date to be true and
               correct and in force and effect as of such date.

                    (iii)  Bylaws/Operating  Agreement.  A copy of the bylaws or
               comparable  operating agreement of each Credit Party certified by
               a secretary or assistant secretary of such Credit Party (pursuant
               to  a  secretary's  certificate  in  substantially  the  form  of
               Schedule 4.1-1 attached hereto) as of the Closing Date to be true
               and correct and in force and effect as of such date.

                    (iv) Good Standing. Copies of certificates of good standing,
               existence  or its  equivalent  with  respect to each Credit Party
               certified  as of a recent  date by the  appropriate  Governmental
               Authorities of the state of  incorporation  or  organization  and
               each other  state in which the  failure  to so qualify  and be in
               good  standing  could  reasonably  be expected to have a Material
               Adverse  Effect  on the  business  or  operations  of the  Credit
               Parties and their Subsidiaries taken as a whole.

                    (v)  Incumbency.  An incumbency  certificate  of each Credit
               Party certified by a secretary or assistant  secretary  (pursuant
               to  a  secretary's  certificate  in  substantially  the  form  of
               Schedule 4.1-1 attached  hereto) to be true and correct as of the
               Closing Date.

          (c) Legal  Opinions of Counsel.  The  Administrative  Agent shall have
     received  opinions of legal counsel  (including local counsel to the extent
     required by the  Administrative  Agent) for the Credit  Parties,  dated the
     Closing  Date and  addressed to the  Administrative  Agent and the Lenders,
     which opinions shall be in form and substance reasonably  acceptable to the
     Administrative Agent.

          (d)  Filings  and  Other  Actions  Relating  to  the  Collateral.  The
     Administrative   Agent  shall  have   received,   in  form  and   substance
     satisfactory to the Administrative Agent:

               (i) duly authorized UCC financing statements for each appropriate
          jurisdiction  as is  necessary,  in the  Administrative  Agent's  sole
          discretion, to perfect the Administrative Agent's security interest in
          the Collateral; and

               (ii)  duly   executed   consents   as  are   necessary,   in  the
          Administrative  Agent's  sole  discretion,  to  perfect  the  Lenders'
          security interest in the Collateral.

          (e) Liability and Casualty Insurance.  The Administrative  Agent shall
     have received  copies of insurance  policies or  certificates  of insurance
     evidencing  liability,   casualty  and  business   interruption   insurance
     reasonably satisfactory to the Administrative Agent.

          (f) Fees. The Administrative Agent and the Lenders shall have received
     all fees, if any, owing pursuant to the Fee Letter and Section 2.4, and the
     Agent shall be reasonably  satisfied with the aggregate  amount of fees and
     expenses  payable in connection with the  consummation of the  transactions
     contemplated in this Agreement.

          (g) Litigation. There shall not exist any material pending litigation,
     investigation,   bankruptcy  or  insolvency,  injunction,  order  or  claim
     affecting or relating to any Credit Party or any of its Subsidiaries,  this
     Agreement  and the  other  Credit  Documents,  that has not  been  settled,
     dismissed, vacated, discharged or terminated prior to the Closing Date.

          (h) Solvency Certificate. The Administrative Agent shall have received
     an officer's  certificate  prepared by the chief  financial  officer of the
     Borrower as to the financial condition, solvency and related matters of the
     Credit  Parties,  taken as a whole,  in each case after  giving  effect the
     initial borrowings under the Credit Documents, in substantially the form of
     Schedule 4.1-2 attached hereto.

          (i) Account  Designation  Letter. The Administrative  Agent shall have
     received the executed  Account  Designation  Letter in the form of Schedule
     1.1-1 hereto.

          (j) Corporate Structure. The corporate structure of the Credit Parties
     and their  Subsidiaries  shall be as described in Schedule 3.12, and, after
     giving effect to the  transactions  contemplated in this  Agreement,  shall
     otherwise be satisfactory to the Administrative  Agent and the Lenders. The
     Administrative Agent and the Lenders shall be satisfied with the management
     of the Credit  Parties  and their  Subsidiaries  and with all  legal,  tax,
     accounting,  business  and  other  matters  relating  to  the  transactions
     contemplated   by  this   Agreement   and,  after  giving  effect  to  such
     transactions, the Credit Parties and their Subsidiaries.

          (k) Consents.  The  Administrative  Agent shall have received evidence
     that all  governmental,  shareholder,  board of director and material third
     party  consents and approvals  necessary in connection  with the financings
     and other  transactions  contemplated  hereby  have been  obtained  and all
     applicable  waiting  periods have expired without any action being taken by
     any authority that could restrain,  prevent or impose any material  adverse
     conditions on such  transactions or that could seek or threaten any of such
     transactions.

          (l) Due  Diligence.  The  Administrative  Agent and the Arranger shall
     have  completed in form and scope  reasonably  satisfactory  thereto  their
     business,  legal,  financial and  environmental due diligence of the Credit
     Parties  and  their  Subsidiaries  (including  due  diligence  relating  to
     management,  strategy,  material  customers  and  contracts and a review of
     outstanding  accounts  receivables,   contract  processing  procedures  and
     accounts receivables billing procedures).

          (m)  Compliance  with  Laws.  The  financings  and other  transactions
     contemplated  hereby shall be in compliance  with all  applicable  laws and
     regulations  (including all applicable  securities and banking laws,  rules
     and regulations).

          (n) Bankruptcy. There shall be no bankruptcy or insolvency proceedings
     with respect to the any Credit Party or any of its Subsidiaries.

          (o) Material  Adverse  Effect.  No material  adverse change shall have
     occurred since December 31, 2002 in the business,  properties,  operations,
     or  condition  (financial  or  otherwise)  of the Credit  Parties and their
     Subsidiaries  taken  as a whole  and  there  shall  not have  occurred  any
     material disruption or material adverse change in the financial and capital
     markets  that impair the  Arranger's  ability to arrange a  syndication  of
     Lenders for borrowings  under this  Agreement.  There has been no event and
     there  exists no  condition  or state of facts  that  could  reasonably  be
     expected to have a Material Adverse Effect.

          (p) Financial Statements. The Administrative Agent shall have received
     copies of the financial  statements referred to in Section 3.1 hereof, each
     in form and substance satisfactory to it.

          (q) Termination of Existing  Indebtedness.  All existing  Indebtedness
     for borrowed money of the Credit Parties and their Subsidiaries (other than
     the Indebtedness  listed on Schedule 6.1(a)) shall have been repaid in full
     and terminated and all Liens relating thereto shall have been terminated.

          (r)  Officer's  Certificates.  The  Administrative  Agent  shall  have
     received a certificate executed by a Responsible Officer of the Borrower as
     of the Closing  Date  stating that (i) no action,  suit,  investigation  or
     proceeding is pending or, to the knowledge of any Credit Party,  threatened
     in any court or before any arbitrator or governmental  instrumentality that
     purports to affect any Credit Party or any other  transaction  contemplated
     by the Credit Documents, if such action, suit,  investigation or proceeding
     could  reasonably  be expected to have a Material  Adverse  Effect and (ii)
     immediately  after giving effect to this Credit  Agreement  (including  the
     initial Extensions of Credit hereunder), the other Credit Documents and all
     the transactions contemplated therein to occur on such date, (A) no Default
     or  Event  of  Default  exists,  (B)  all  representations  and  warranties
     contained  herein and in the other Credit Documents are true and correct in
     all material  respects,  and (C) the Credit Parties are in compliance  with
     each of the  financial  covenants  set forth in Section  5.9 on a pro forma
     basis  after  giving  effect  to  the  transactions  contemplated  in  this
     Agreement, and demonstrating compliance with such financial covenants.

          (s)  Additional  Matters.  All other  documents  and legal  matters in
     connection  with the  transactions  contemplated by this Agreement shall be
     reasonably  satisfactory in form and substance to the Administrative  Agent
     and its counsel.

     Section 4.2 Conditions to All Extensions of Credit.

     The obligation of each Lender to make any Extension of Credit  hereunder is
subject to the satisfaction of the following conditions precedent on the date of
making such Extension of Credit:

          (a) Representations and Warranties. The representations and warranties
     made by the Credit Parties herein,  in the Security  Documents or which are
     contained in any  certificate  furnished at any time under or in connection
     herewith  shall be true and correct in all  material  respects on and as of
     the date of such Extension of Credit as if made on and as of such date.

          (b) No  Default  or Event of  Default.  No Default or Event of Default
     shall have  occurred and be  continuing on such date or after giving effect
     to the  Extension  of Credit to be made on such date unless such Default or
     Event of Default shall have been waived in accordance with this Agreement.

          (c) Compliance with  Commitments.  Immediately  after giving effect to
     the making of any such  Extension  of Credit  (and the  application  of the
     proceeds  thereof),  (i)  the  sum  of  outstanding  Revolving  Loans  plus
     outstanding  Swingline  Loans  plus LOC  Obligations  shall not  exceed the
     Aggregate  Revolving  Committed Amount,  (ii) the LOC Obligations shall not
     exceed the LOC  Committed  Amount and (iii) the  Swingline  Loans shall not
     exceed the Swingline Committed Amount.

          (d) Additional  Conditions to Extensions of Credit.  If such Extension
     of Credit is made pursuant to Sections 2.1, 2.2 or 2.3, all  conditions set
     forth in such Section shall have been satisfied.

     Each request for an Extension of Credit and each acceptance by the Borrower
of any such  Extension of Credit shall be deemed to constitute a  representation
and warranty by the Borrower as of the date of such Extension of Credit that the
applicable  conditions in  paragraphs  (a) through (d) of this Section have been
satisfied.


                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

     The Credit Parties hereby  covenant and agree that on the Closing Date, and
thereafter for so long as this Agreement is in effect and until the  Commitments
have  terminated,  no Note remains  outstanding  and unpaid and the Credit Party
Obligations, together with interest, Commitment Fees and all other amounts owing
to the  Administrative  Agent or any  Lender  hereunder,  are paid in full,  the
Credit Parties shall, and shall cause each of their Subsidiaries, to:

     Section 5.1 Financial Statements.

     Furnish to the Administrative Agent and each of the Lenders:

          (a) Annual  Financial  Statements.  As soon as  available,  but in any
     event within ninety-five (95) days after the end of each fiscal year of the
     Borrower, a copy of the consolidated and consolidating balance sheet of the
     Borrower  and its  consolidated  Subsidiaries  as at the end of such fiscal
     year and the related  consolidated and  consolidating  statements of income
     and  retained   earnings  and  of  cash  flows  of  the  Borrower  and  its
     consolidated  Subsidiaries  for such  year,  audited  (with  respect to the
     consolidated  statements  only) by a firm of independent  certified  public
     accountants of nationally  recognized standing reasonably acceptable to the
     Administrative  Agent,  in each  case  setting  forth in  comparative  form
     consolidated  and  consolidating  figures for the  preceding  fiscal  year,
     reported on without a "going concern" or like  qualification  or exception,
     or  qualification  indicating that the scope of the audit was inadequate to
     permit  such  independent  certified  public  accountants  to certify  such
     financial statements without such qualification; and

          (b) Quarterly  Financial  Statements.  As soon as available and in any
     event within  fifty (50) days after the end of each of the fiscal  quarters
     of the Borrower except the last fiscal quarter of any given fiscal year, in
     which  case   subsection   (a)  above  shall  apply,   a   company-prepared
     consolidated  and  consolidating  balance  sheet  of the  Borrower  and its
     consolidated  Subsidiaries  as at  the  end  of  such  period  and  related
     company-prepared  consolidating and consolidating  statements of income and
     retained  earnings and of cash flows for the Borrower and its  consolidated
     Subsidiaries  for such  quarterly  period and for the portion of the fiscal
     year ending with such  period,  in each case setting  forth in  comparative
     form consolidated and consolidating figures for the corresponding period or
     periods of the preceding fiscal year (subject to normal recurring  year-end
     audit  adjustments  and the absence of footnotes) and including  management
     discussion and analysis of operating results.

     all such  financial  statements  to be complete and correct in all material
respects  (subject,  in the case of  interim  statements,  to  normal  recurring
year-end audit  adjustments  and the absence of footnotes) and to be prepared in
reasonable  detail  and,  in the  case of the  annual  and  quarterly  financial
statements  provided  in  accordance  with  subsections  (a) and (b)  above,  in
accordance  with GAAP  applied  consistently  throughout  the periods  reflected
therein and further  accompanied  by a description  of, and an estimation of the
effect on the  financial  statements  on account  of, a change,  if any,  in the
application of accounting principles as provided in Section 1.3.

     Section 5.2 Certificates; Other Information.

     Furnish to the Administrative Agent and each of the Lenders:

          (a)  concurrently  with  the  delivery  of  the  financial  statements
     referred to in Section  5.1(a)  above,  a  certificate  of the  independent
     certified public accountants reporting on such financial statements stating
     that in making the examination necessary therefor no knowledge was obtained
     of  any  Default  or  Event  of  Default,   except  as  specified  in  such
     certificate;

          (b)  concurrently  with  the  delivery  of  the  financial  statements
     referred  to in  Sections  5.1(a)  and 5.1(b)  above,  a  certificate  of a
     Responsible  Officer in substantially  the form of Schedule 5.2(b) attached
     hereto stating that, to the best of such Responsible  Officer's  knowledge,
     during such period each of the Credit Parties  observed or performed in all
     material respects all of its covenants and other agreements,  and satisfied
     in all material respects every condition, contained in this Agreement to be
     observed,  performed or satisfied by it, and that such Responsible  Officer
     has  obtained no  knowledge  of any  Default or Event of Default  except as
     specified  in such  certificate  and such  certificate  shall  include  the
     calculations  in reasonable  detail  required to indicate  compliance  with
     Section 5.9 as of the last day of such period;

          (c) promptly  after the filing  thereof,  a copy of (i) each report or
     other  filing  made by the  Borrower  or any or its  Subsidiaries  with the
     Securities  and  Exchange  Commission  and required by the  Securities  and
     Exchange  Commission to be delivered to the shareholders of the Borrower or
     any Subsidiary thereof, (ii) each report made by any of the Borrower or any
     Subsidiary  thereof to the Securities  and Exchange  Commission on Form 8-K
     and  (iii)  each  final  registration  statement  of  the  Borrower  or any
     Subsidiary  thereof  filed with the  Securities  and  Exchange  Commission,
     except in connection with pension plans and other employee benefit plans;

          (d) within  ninety  (95) days after the end of each fiscal year of the
     Borrower,  a  certificate  containing  information  regarding the aggregate
     amount of all Asset Dispositions, Debt Issuances, and Equity Issuances that
     were made during the prior fiscal year and amounts  received in  connection
     with any Recovery Event during the prior fiscal year;

          (e)  promptly  upon  receipt  thereof,  a copy of any other  report or
     "management  letter"  submitted by  independent  accountants  to any Credit
     Party or any of its Subsidiaries in connection with any annual,  interim or
     special audit of the books of such Person; and

          (f) promptly,  such additional  financial and other information as the
     Administrative  Agent,  on  behalf  of any  Lender,  may from  time to time
     reasonably request.

     Documents  required to be delivered pursuant to Section 5.1 or this Section
5.2 (to the extent any such documents are included in materials  otherwise filed
with the Securities and Exchange Commission) may be delivered electronically and
if so delivered, shall be deemed to have been delivered on the date (i) on which
the Borrower posts such documents,  or provides a link thereto on the Borrower's
website on the Internet at the website  address listed in Section 9.2 or (ii) on
which such  documents are delivered to the  Administrative  Agent for posting on
the Borrower's behalf on  IntraLinks/IntraAgency or another relevant website, if
any, to which each Lender and the  Administrative  Agent have access  (whether a
commercial,  third-party  website or  whether  sponsored  by the  Administrative
Agent);  provided  that:  (i) the Borrower  shall  deliver  paper copies of such
documents to the  Administrative  Agent or any Lender that requests the Borrower
to deliver such paper copies until a written request to cease  delivering  paper
copies is given by the Administrative Agent or such Lender and (ii) the Borrower
shall notify (which may be by facsimile or electronic  mail) the  Administrative
Agent and each  Lender of the posting of any such  documents  and provide to the
Administrative  Agent by electronic mail electronic versions (i.e., soft copies)
of such documents.  Notwithstanding anything contained herein, in every instance
the  Borrower  shall be  required  to  provide  paper  copies of the  compliance
certificates  required by Section 5.2(b) to the Administrative Agent and each of
the Lenders. Except for such compliance  certificates,  the Administrative Agent
shall have no  obligation  to request the delivery or to maintain  copies of the
documents  referred to above, and in any event shall have no  responsibility  to
monitor compliance by the Borrower with any such request for delivery,  and each
Lender shall be solely responsible for requesting  delivery to it or maintaining
its copies of such documents.

     Section 5.3 Payment of Obligations.

     Pay,  discharge or otherwise  satisfy at or before  maturity or before they
become delinquent,  as the case may be, all its taxes (Federal, state, local and
any other  taxes) and all its other  obligations  and  liabilities  of  whatever
nature and any  additional  costs that are imposed as a result of any failure to
so pay, discharge or otherwise satisfy such obligations and liabilities,  except
when the  amount  or  validity  of such  obligations,  liabilities  and costs is
currently being contested in good faith by appropriate proceedings and reserves,
if applicable,  in conformity  with GAAP with respect thereto have been provided
on the books of the  Borrower or its  Subsidiaries,  as the case may be,  unless
such failure to pay or satisfy such obligations could not reasonably be expected
to have a Material Adverse Effect.

     Section 5.4 Conduct of Business and Maintenance of Existence.

     Continue to engage in business of the same general type as now conducted by
it on the Closing Date and preserve, renew and keep in full force and effect its
corporate  existence  and take all  reasonable  action to  maintain  all rights,
privileges  and  franchises  necessary or desirable in the normal conduct of its
business;  comply with all  Requirements  of Law  applicable to it except to the
extent that failure to comply therewith could not, in the aggregate,  reasonably
be expected to have a Material Adverse Effect.

     Section 5.5 Maintenance of Property; Insurance.

     (a) Keep all material property useful and necessary in its business in good
working order and condition (ordinary wear and tear and obsolescence  excepted);
and

     (b) Maintain  with  financially  sound and  reputable  insurance  companies
insurance  on all  its  material  property  (including  without  limitation  its
material tangible Collateral) in at least such amounts and against at least such
risks as are  usually  insured  against in the same  general  area by  companies
engaged in the same or a similar  business;  and  furnish to the  Administrative
Agent,  upon written  request,  full  information  as to the insurance  carried;
provided,  however,  that the Credit Parties and their Subsidiaries may maintain
self  insurance  plans to the extent  companies  of similar  size and in similar
businesses do so.

     Section 5.6 Inspection of Property; Books and Records; Discussions.

     Keep proper  books of records  and account in which full,  true and correct
entries in conformity with GAAP and all Requirements of Law shall be made of all
dealings and  transactions  in relation to its  businesses and  activities;  and
permit,  during  regular  business  hours  and  upon  reasonable  notice  by the
Administrative  Agent or any Lender, the  Administrative  Agent or any Lender to
visit and inspect any of its  properties and examine and make abstracts from any
of its books and records (other than materials  protected by the attorney-client
privilege and materials which the Borrower may not disclose without violation of
a  confidentiality  obligation  binding upon it) at any  reasonable  time and as
often as may  reasonably be desired,  and to discuss the  business,  operations,
properties  and  financial and other  condition of the Credit  Parties and their
Subsidiaries  with  officers  and  employees  of the  Credit  Parties  and their
Subsidiaries  in each  case at the  Borrower's  expense  provided  that,  in the
absence of an Event of Default,  Borrower shall not be responsible for the costs
and expenses of more than two visits and inspections per calendar year.

     Section 5.7 Notices.

     Give notice in writing to the  Administrative  Agent (which shall  promptly
transmit such notice to each Lender) of:

          (a) promptly,  but in any event within two (2) Business Days after any
     Credit Party knows or has reason to know  thereof,  the  occurrence  of any
     Default or Event of Default;

          (b) promptly,  any default or event of default  under any  Contractual
     Obligation  of any  Credit  Party or any of its  Subsidiaries  which  could
     reasonably  be  expected  to have a  Material  Adverse  Effect or involve a
     monetary claim in excess of $5,000,000;

          (c) promptly, any litigation, or any investigation or proceeding known
     to a Credit Party,  affecting  any Credit Party or any of its  Subsidiaries
     which,  if adversely  determined,  could  reasonably  be expected to have a
     Material Adverse Effect;

          (d) as soon as possible and in any event within thirty (30) days after
     any Credit Party knows or has reason to know thereof: (i) the occurrence or
     expected  occurrence  of any  Reportable  Event with respect to any Plan, a
     failure to make any required  contribution  to a Plan,  the creation of any
     Lien in favor of the PBGC (other  than a  Permitted  Lien) or a Plan or any
     withdrawal from, or the termination,  Reorganization  or Insolvency of, any
     Multiemployer  Plan or (ii) the institution of proceedings or the taking of
     any other action by the PBGC or any Credit Party or any Commonly Controlled
     Entity or any  Multiemployer  Plan with respect to the withdrawal  from, or
     the terminating, Reorganization or Insolvency of, any Plan;

          (e)  promptly,  after any Credit Party  becomes  involved in a pending
     civil  or  criminal  investigation,   criminal  action  or  civil  proposed
     debarment,  exclusion or other sanctioning action related to any Federal or
     state healthcare program; and

          (f) promptly, any other development or event which could reasonably be
     expected to have a Material Adverse Effect.

     Each notice pursuant to this Section shall be accompanied by a statement of
a  Responsible  Officer  setting  forth  details of the  occurrence  referred to
therein  and  stating  what action the  Borrower  proposes to take with  respect
thereto.  In the case of any  notice  of a  Default  or Event  of  Default,  the
Borrower  shall specify that such notice is a Default or Event of Default notice
on the face thereof.

     Section 5.8 Environmental Laws.

     (a) Comply in all material  respects  with,  and ensure  compliance  in all
material  respects by all tenants and  subtenants,  if any, with, all applicable
Environmental  Laws and  obtain  and comply in all  material  respects  with and
maintain,  and ensure that all tenants and  subtenants  obtain and comply in all
material  respects  with  and  maintain,   any  and  all  licenses,   approvals,
notifications,  registrations  or permits  required by applicable  Environmental
Laws except to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect;

     (b) Conduct and complete all investigations, studies, sampling and testing,
and all remedial,  removal and other actions required under  Environmental  Laws
and  promptly  comply  in all  material  respects  with all  lawful  orders  and
directives of all Governmental  Authorities regarding  Environmental Laws except
to the extent  that the same are being  contested  in good faith by  appropriate
proceedings  and the  pendency  of such  proceedings  could  not  reasonably  be
expected to have a Material Adverse Effect; and

     (c) Defend,  indemnify and hold harmless the  Administrative  Agent and the
Lenders,  and their  respective  employees,  agents,  officers and directors and
affiliates,  from and  against any and all claims,  demands,  penalties,  fines,
liabilities, settlements, damages, costs and expenses of whatever kind or nature
known  or  unknown,  contingent  or  otherwise,  arising  out of,  or in any way
relating  to the  violation  of,  noncompliance  with or  liability  under,  any
Environmental Law applicable to the operations of any Credit Party or any of its
Subsidiaries  or the  Properties,  or any  orders,  requirements  or  demands of
Governmental  Authorities  related  thereto,   including,   without  limitation,
reasonable attorney's and consultant's fees,  investigation and laboratory fees,
response costs, court costs and litigation  expenses,  except to the extent that
any of the foregoing  arise out of the gross  negligence,  bad faith, or willful
misconduct of the party seeking indemnification therefor. The agreements in this
paragraph  shall survive  repayment of the Notes and all other  amounts  payable
hereunder.

     Section 5.9 Financial Covenants.

     Commencing on the day  immediately  following the Closing Date, each of the
Credit Parties shall,  and shall cause each of its  Subsidiaries to, comply with
the following financial covenants:

          (a) Leverage  Ratio.  The Leverage  Ratio,  as of the last day of each
     fiscal quarter of the Borrower shall be less than or equal to 2.50 to 1.0.

          (b) Fixed Charge Coverage  Ratio.  The Fixed Charge Coverage Ratio, as
     of the last day of each fiscal  quarter of the  Borrower,  shall be greater
     than or equal to 1.50 to 1.0.

          (c) Capitalization Ratio. The Capitalization Ratio, as of the last day
     of each fiscal quarter of the Borrower, shall be less than or equal to 0.50
     to 1.0.

          (d) Asset Coverage Ratio. The Asset Coverage Ratio, as of the last day
     of each fiscal quarter of the Borrower, shall be less than or equal to 0.85
     to 1.0.

     Section 5.10 Additional Subsidiary Guarantors.

     The Credit Parties will cause each of their Material Domestic Subsidiaries,
whether newly formed, after acquired or otherwise existing, to promptly become a
Guarantor  hereunder by way of execution of a Joinder Agreement in substantially
the form of Schedule 5.10 attached hereto. The guaranty  obligations of any such
Additional Credit Party shall be secured by, among other things,  the Collateral
of the  Additional  Credit Party and such  Material  Domestic  Subsidiary  shall
execute and deliver to the Administrative  Agent such Security Documents,  legal
opinions  and  related  documents  as the  Administrative  Agent may  reasonably
request with respect to such Collateral.

     Section 5.11 Compliance with Law.

     To the extent failure to do so would have a Material  Adverse Effect,  each
Credit Party will,  and will cause each of its  Subsidiaries  to (a) observe and
remain in compliance  with all  applicable  Requirements  of Law and maintain in
full force and effect all permits,  authorizations,  registrations  and consents
from any Governmental  Authority,  in each case applicable to the conduct of its
business and (b) keep in full force and effect all licenses,  certifications  or
accreditations necessary for any Property to carry on its business.

     Section 5.12 Pledged Assets.

     Each Credit Party will cause (i) 100% of the issued and outstanding Capital
Stock of each Domestic Subsidiary and (ii) 65% (or such greater percentage which
would not  result in  material  adverse  tax  consequences)  of the  issued  and
outstanding  Capital Stock  entitled to vote (within the meaning of Treas.  Reg.
Section  1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not
entitled to vote (within the meaning of Treas.  Reg. Section  1.956-2(c)(2))  of
each  Foreign  Subsidiary  directly  owned  by  the  Borrower  or  any  Domestic
Subsidiary  of the  Borrower  to be  subject  at all times to a first  priority,
perfected  Lien in favor of the  Administrative  Agent pursuant to the terms and
conditions  of the Security  Documents or such other  security  documents as the
Administrative  Agent shall  reasonably  request.  Each Credit Party shall,  and
shall cause each of its  Subsidiaries  to,  adhere to the covenants set forth in
the Security Documents.

     Section 5.13 Further Assurances Regarding Collateral.

     The Credit  Parties  shall  within 30 days after the Closing  Date (or such
later  date as may be  agreed to by the  Administrative  Agent)  deliver  to the
Administrative Agent the items set forth on Schedule 5.13.


                                   ARTICLE VI

                               NEGATIVE COVENANTS

     The Credit Parties hereby  covenant and agree that on the Closing Date, and
thereafter for so long as this Agreement is in effect and until the  Commitments
have  terminated,  no Note remains  outstanding  and unpaid and the Credit Party
Obligations,  together with interest, Commitment Fee and all other amounts owing
to the Administrative Agent or any Lender hereunder, are paid in full that:

     Section 6.1 Indebtedness.

     Each of the Credit  Parties will not, nor will it permit any Subsidiary to,
contract, create, incur, assume or permit to exist any Indebtedness, except:

          (a) Indebtedness of the Borrower and its  Subsidiaries  existing as of
     the Closing Date as referenced in the  financial  statements  referenced in
     Section 3.1 and renewals, refinancings or extensions thereof in a principal
     amount not in excess of that  outstanding  as of the date of such  renewal,
     refinancing or extension;

          (b)  Indebtedness  arising or existing  under this  Agreement  and the
     other Credit Documents;

          (c) Indebtedness of the Borrower and its  Subsidiaries  incurred after
     the Closing Date consisting of Capital Leases or  Indebtedness  incurred to
     provide all or a portion of the purchase price or cost of  construction  of
     an asset provided that (i) such Indebtedness when incurred shall not exceed
     the  purchase  price or cost of  construction  of such asset;  (ii) no such
     Indebtedness  shall be refinanced  for a principal  amount in excess of the
     principal balance outstanding thereon at the time of such refinancing;  and
     (iii) the total amount of all such Indebtedness shall not exceed $5,000,000
     at any time outstanding;

          (d)  unsecured  intercompany  Indebtedness  among the Credit  Parties,
     provided that any such Indebtedness  shall be (i) fully subordinated to the
     Credit Party Obligations hereunder on terms reasonably  satisfactory to the
     Administrative  Agent and (ii) evidenced by promissory notes which shall be
     pledged to the  Administrative  Agent as  Collateral  for the Credit  Party
     Obligations;

          (e) unsecured intercompany  Indebtedness owing by a Foreign Subsidiary
     of Borrower to another Foreign Subsidiary of Borrower;

          (f) unsecured intercompany  Indebtedness owing by a Foreign Subsidiary
     of Borrower to a Credit Party provided that such Indebtedness constitutes a
     Permitted Investment;

          (g)   Indebtedness   and  obligations   owing  under  Secured  Hedging
     Agreements  and other  Hedging  Agreements  entered into in order to manage
     existing or  anticipated  interest rate,  exchange rate or commodity  price
     risks and not for speculative purposes;

          (h)  Indebtedness  and  obligations  of  Credit  Parties  owing  under
     documentary   letters  of  credit  for  the  purchase  of  goods  or  other
     merchandise  (but not under standby,  direct pay or other letters of credit
     except for the Letters of Credit hereunder) generally;

          (i) Guaranty  Obligations in respect of Indebtedness of a Credit Party
     to the  extent  such  Indebtedness  is  permitted  to exist or be  incurred
     pursuant to this Section 6.1;

          (j)  unsecured  Indebtedness  of the Credit  Parties  in an  aggregate
     amount not to exceed  $50,000,000 in the aggregate at any time outstanding;
     and

          (k) other unsecured  Indebtedness of Subsidiaries of the Borrower that
     are not Guarantors  not to exceed  $15,000,000 in the aggregate at any time
     outstanding.

          Section 6.2 Liens.

     Each of the Credit  Parties will not, nor will it permit any Subsidiary to,
contract,  create, incur, assume or permit to exist any Lien with respect to any
of its property or assets of any kind  (whether  real or  personal,  tangible or
intangible),  whether  now owned or  hereafter  acquired,  except for  Permitted
Liens.

     Section 6.3 Nature of Business.

     Each of the Credit  Parties will not, nor will it permit any  Subsidiary to
engage in any business  other than (i) the same line of business as that engaged
in by the Borrower and its  Subsidiaries  on the Closing Date or (ii) a business
reasonably related thereto.


     Section 6.4 Consolidation, Merger, Sale or Purchase of Assets, etc.

     Each of the Credit Parties will not, nor will it permit any Subsidiary to,

          (a) dissolve,  liquidate or wind up its affairs, sell, transfer, lease
     or  otherwise  dispose  of its  property  or  assets or agree to do so at a
     future  time,  except that the  following,  without  duplication,  shall be
     expressly permitted:

               (i) the sale,  transfer,  lease or other disposition of inventory
          and materials in the ordinary course of business;

               (ii) the sale,  transfer  or other  disposition  of cash and Cash
          Equivalents;

               (iii)  (A) the  disposition  of  property  or  assets as a direct
          result of a Recovery Event or (B) the sale,  lease,  transfer or other
          disposition of machinery, parts and equipment no longer used or useful
          in  the  conduct  of  the  business  of  the  Borrower  or  any of its
          Subsidiaries,  so long  as the  net  proceeds  therefrom  are  used to
          replace  such  machinery,  parts  and  equipment  or  to  purchase  or
          otherwise acquire new assets or property within 180 days of receipt of
          the net proceeds;

               (iv) the sale,  lease or transfer of property or assets (for fair
          market value) between the Borrower and any Guarantor;

               (v) the sale,  lease or  transfer  of  property  or assets from a
          Credit Party other than the Borrower to another Credit Party;

               (vi) the sale,  lease or  transfer  of  property or assets not to
          exceed five percent (5%) of Consolidated Total Assets in the aggregate
          in any fiscal year,  provided  that in  connection  with any transfer,
          sale or lease of  assets in  exchange  for  other  assets,  including,
          without  limitation,  any  transfer  of  property  relinquished  in  a
          like-kind   exchange,   the  fair  market   value  of  the  assets  so
          transferred,  sold,  leased or  exchanged  shall not count  toward the
          aforementioned  percentage  if the fair  market  value  of the  assets
          received  in such  transfer,  sale or  exchange is equal to or greater
          than the fair market  value of the  disposed  assets and to the extent
          the fair  market  value of the assets  received  is less than the fair
          market value of the disposed assets then the difference in such values
          only shall be counted toward the percentage set forth above;

               (vii) the sale,  lease or  transfer  of property or assets from a
          Foreign  Subsidiary of the Borrower to another  Foreign  Subsidiary of
          the Borrower, or from a Foreign Subsidiary of the Borrower to a Credit
          Party; and

               (viii) the dissolution,  liquidation or wind up of affairs of any
          Subsidiary   as  a  result  of  the   consummation   of  a  merger  or
          consolidation to the extent expressly permitted under Section 6.4(b);

     provided,  that, in the case of clauses (i), (ii), (iii) and (vi) above, at
least 75% of the  consideration  received  therefor by the Borrower or any other
Credit  Party  is in the  form of cash or  Cash  Equivalents,  provided  that in
connection  with any  transfer,  sale or lease of assets in  exchange  for other
assets, including,  without limitation, any transfer of property relinquished in
a  like-kind  exchange,  the fair  market  value of any asset  received  in such
transfer, sale or exchange shall not count toward the aforementioned percentage,
if the fair  market  value of the  assets  received  in such  transfer,  sale or
exchange  is equal to or  greater  than the fair  market  value of the  disposed
assets and to the extent the fair  market  value of the assets  received is less
than the fair market value of the disposed  assets then the  difference  in such
values only shall be counted toward the requirement  set forth above;  provided,
further,  that in the case of clause (vi)  above,  the  Borrower  may exceed the
limitation  provided therein to the extent that assets are sold for cash and the
Net Cash  Proceeds  received  therefrom  are applied to  permanently  reduce the
Revolving Commitments pursuant to Section 2.6(b); or

          (b) (i) purchase,  lease or otherwise acquire (in a single transaction
     or a series of related  transactions)  the property or assets of any Person
     (other  than  purchases  or  other   acquisitions  of  inventory,   leases,
     materials,  property  and  equipment  in the  ordinary  course of business,
     except as otherwise  limited or  prohibited  herein and assets  acquired in
     exchange for other assets so long as the related disposition of such assets
     was permitted  under Section  6.4(a)) or (ii) enter into any transaction of
     merger  or  consolidation,  except  for  (A)  investments  or  acquisitions
     permitted  pursuant to Section  6.5, (B) the merger or  consolidation  of a
     Credit  Party with and into  another  Credit  Party;  provided  that if the
     Borrower  is  a  party   thereto,   the  Borrower  will  be  the  surviving
     corporation;  (C) the merger or  consolidation  of a Target  with or into a
     Credit Party  provided that (x) if such Credit Party is the  Borrower,  the
     Borrower shall be the surviving entity of such merger or consolidation, and
     (y) if such Credit  Party is not the  Borrower,  such Credit Party shall be
     the surviving  entity of such merger or  consolidation  or the Target shall
     become a Credit Party upon the consummation of such merger or consolidation
     in  accordance  with the  terms of this  Agreement,  and (D) the  merger or
     consolidation of a Foreign  Subsidiary of the Borrower with another Foreign
     Subsidiary  of the  Borrower,  with a Target  that  will  become a  Foreign
     Subsidiary  of the  Borrower  upon  the  consummation  of  such  merger  or
     consolidation or with a Credit Party, provided that in the case of a merger
     or  consolidation  with a Credit Party, the Credit Party is the survivor of
     such merger.

          Section 6.5 Advances, Investments and Loans.

     Each of the Credit  Parties will not, nor will it permit any Subsidiary to,
make any Investment except for Permitted Investments.

     Section 6.6 Transactions with Affiliates.

     Each of the Credit  Parties will not, nor will it permit any Subsidiary to,
enter  into any  transaction  or series of  transactions,  whether or not in the
ordinary  course  of  business,  with  any  officer,  director,  shareholder  or
Affiliate other than on terms and conditions substantially as favorable as would
be obtainable in a comparable arm's-length  transaction with a Person other than
an officer, director, shareholder or Affiliate.

     Section 6.7 Ownership of Subsidiaries; Restrictions.

     Each of the Credit  Parties will not, nor will it permit any Subsidiary to,
create, form or acquire any Subsidiaries, except for Domestic Subsidiaries which
are joined as Additional  Credit  Parties in  accordance  with the terms hereof,
Foreign  Subsidiaries  existing as of the Closing Date and Foreign  Subsidiaries
acquired,  formed or created in  connection  with a Permitted  Acquisition.  The
Borrower  will not sell,  transfer,  pledge or otherwise  dispose of any Capital
Stock or other equity interests in any of its  Subsidiaries,  nor will it permit
any of its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of
any of their  Capital Stock or other equity  interests,  except in a transaction
permitted by Section 6.4.

     Section 6.8 Fiscal  Year;  Organizational  Documents;  Material  Contracts;
Subordinated Indebtedness; Accounting Policies.

     Each of the Credit  Parties will not, nor will it permit any Subsidiary to,
change its fiscal year.  Each of the Credit Parties will not, nor will it permit
any Subsidiary  to, amend,  modify or change its articles of  incorporation  (or
corporate charter or other similar organizational  document) or bylaws (or other
similar  document)  without the prior written consent of the Required Lenders if
such amendment, modification or change could reasonably be expected to adversely
affect the Lenders or the Administrative Agent, or such amendment,  modification
or change  adversely  affects the  Borrower's  ability to repay the Credit Party
Obligations or any Guarantor's ability to perform its Guaranty  hereunder.  Each
of the Credit  Parties will not, nor will it permit any  Subsidiary  to, without
the prior written consent of the Administrative  Agent, amend, modify, cancel or
terminate  or fail to renew or  extend or permit  the  amendment,  modification,
cancellation  or  termination  of any of the Material  Contracts,  except in the
event that such amendments,  modifications,  cancellations or terminations could
not reasonably be expected to have a Material Adverse Effect.  The Borrower will
not, without the prior written consent of the Required Lenders,  amend,  modify,
waive or extend or permit the  amendment,  modification,  waiver or extension of
any term of the Subordinated  Indebtedness or of any documentation  governing or
evidencing the such Subordinated Indebtedness in a manner that is adverse to the
interests of the Lenders or the issuer of such Subordinated  Indebtedness.  Each
of the Credit  Parties will not, nor will it permit any  Subsidiary  to, without
the prior written  consent of the  Administrative  Agent,  change its accounting
policies, except as required in order to comply with GAAP.

     Section 6.9 Limitation on Restricted Actions.

     Each of the Credit  Parties will not, nor will it permit any Subsidiary to,
directly or indirectly,  create or otherwise  cause or suffer to exist or become
effective any  encumbrance  or  restriction on the ability of any such Person to
(a) pay  dividends  or make any other  distributions  to any Credit Party on its
Capital  Stock or with  respect to any other  interest or  participation  in, or
measured by, its profits,  (b) pay any  Indebtedness or other obligation owed to
any Credit  Party,  (c) make loans or  advances to any Credit  Party,  (d) sell,
lease or transfer any of its  properties or assets to any Credit  Party,  or (e)
act as a Guarantor and pledge its assets pursuant to the Credit Documents or any
renewals,  refinancings,  exchanges, refundings or extension thereof, except (in
respect of any of the  matters  referred to in clauses  (a)-(d)  above) for such
encumbrances or  restrictions  existing under or by reason of (i) this Agreement
and the other  Credit  Documents,  (ii)  applicable  law,  (iii) any document or
instrument governing Indebtedness incurred pursuant to Section 6.1(c);  provided
that any such restriction  contained therein relates only to the asset or assets
constructed or acquired in connection  therewith,  or (iv) any Permitted Lien or
any document or instrument  governing any Permitted Lien; provided that any such
restriction  contained  therein  relates only to the asset or assets  subject to
such Permitted Lien.

     Section 6.10 Restricted Payments.

     Each of the Credit  Parties will not, nor will it permit any Subsidiary to,
directly or indirectly, declare, order, make or set apart any sum for or pay any
Restricted  Payment,  except (a) to make  dividends  payable  solely in the same
class  of  Capital  Stock  of  such  Person,  (b) to  make  dividends  or  other
distributions  payable to any  Credit  Party  (directly  or  indirectly  through
Subsidiaries)  (c) so long as no Default or Event of Default has occurred and is
continuing or would result therefrom and so long as, after giving effect to such
payment on a pro forma basis, the Credit Parties would be in compliance with the
financial  covenants  set forth in Section 5.9, to make  dividends,  redemptions
and/or  repurchases  in respect of the Borrower's  common stock,  options and/or
warrants in an aggregate  amount not to exceed  $100,000,000  during the term of
this  Agreement,  and (d) so long as no Default or Event of Default has occurred
and is continuing or would result  therefrom,  the Borrower and its Subsidiaries
may make scheduled payments with respect to any earnout obligation and regularly
scheduled payments of interest in respect of any Subordinated Indebtedness.

     Section 6.11 Sale Leasebacks.

     Each of the Credit  Parties will not, nor will it permit any Subsidiary to,
directly or  indirectly  become or remain  liable as lessee or as  guarantor  or
other surety with respect to any lease,  whether an operating lease or a Capital
Lease, of any property (whether real,  personal or mixed),  whether now owned or
hereafter  acquired,  (a) which any Credit Party or any  Subsidiary  has sold or
transferred  or is to sell or transfer to a Person  which is not another  Credit
Party or Subsidiary or (b) which any Credit Party or any  Subsidiary  intends to
use for substantially the same purpose as any other property which has been sold
or is to be sold or  transferred  by such  Credit  Party or such  Subsidiary  to
another  Person which is not another  Credit Party or  Subsidiary  in connection
with such lease.

     Section 6.12 No Further Negative Pledges.

     Each of the Credit  Parties will not, nor will it permit any Subsidiary to,
enter into,  assume or become subject to any agreement  prohibiting or otherwise
restricting  the  creation  or  assumption  of any Lien upon its  properties  or
assets,  whether now owned or hereafter acquired,  or requiring the grant of any
security  for such  obligation  if security is given for some other  obligation,
except (a)  pursuant  to this  Agreement  and the other  Credit  Documents,  (b)
pursuant to any document or instrument governing  Indebtedness incurred pursuant
to Section 6.1(c),  provided that any such restriction contained therein relates
only to the asset or assets constructed or acquired in connection  therewith and
(c) in  connection  with  any  Permitted  Lien  or any  document  or  instrument
governing  any Permitted  Lien,  provided  that any such  restriction  contained
therein relates only to the asset or assets subject to such Permitted Lien.


                                   ARTICLE VII

                                EVENTS OF DEFAULT

     Section 7.1 Events of Default.

     An Event of Default shall exist upon the occurrence of any of the following
specified events (each an "Event of Default"):

          (a) The Borrower  shall fail to pay any principal on any Loan when due
     in accordance with the terms thereof or hereof;  or the Borrower shall fail
     to  reimburse  the  Issuing  Lender  for any LOC  Obligations  when  due in
     accordance  with the terms  hereof;  or the Borrower  shall fail to pay any
     interest on any Loan or any fee or other amount payable  hereunder when due
     in  accordance  with the terms  thereof  or hereof and such  failure  shall
     continue  unremedied  for three (3) Business Days (or any  Guarantor  shall
     fail  to pay on the  Guaranty  in  respect  of any of the  foregoing  or in
     respect of any other Guaranty  Obligations  thereunder within the aforesaid
     period of time); or

          (b) Any  representation or warranty made or deemed made herein, in the
     Security  Documents  or in any of the other  Credit  Documents  or which is
     contained in any  certificate,  document or  financial  or other  statement
     furnished  at any time under or in  connection  with this  Agreement  shall
     prove to have been incorrect,  false or misleading in any material  respect
     on or as of the date made or deemed made; or

          (c) (i) Any Credit Party shall fail to perform, comply with or observe
     any term, covenant or agreement  applicable to it contained in Section 5.4,
     Section 5.7(a),  Section 5.9 or Article VI hereof; or (ii) any Credit Party
     shall fail to comply  with any other  covenant,  contained  in this  Credit
     Agreement or the other Credit Documents or any other agreement, document or
     instrument among any Credit Party, the Administrative Agent and the Lenders
     or executed by any Credit Party in favor of the Administrative Agent or the
     Lenders  (other than as described in Sections  7.1(a),  7.1(b) or 7.1(c)(i)
     above),  and in the event  such  breach or  failure to comply is capable of
     cure, is not cured within thirty (30) days of its occurrence; or

          (d) Any Credit Party or any of its  Subsidiaries  shall (i) default in
     any payment of principal of or interest on any Indebtedness (other than the
     Notes) in a principal  amount  outstanding  of at least  $10,000,000 in the
     aggregate for the Credit Parties and their  Subsidiaries  beyond the period
     of grace (not to exceed 30 days),  if any,  provided in the  instrument  or
     agreement under which such  Indebtedness  was created;  (ii) default in the
     observance or performance of any other  agreement or condition  relating to
     any Indebtedness in a principal amount  outstanding of at least $10,000,000
     in the aggregate for the Credit Parties and their Subsidiaries or contained
     in any instrument or agreement evidencing, securing or relating thereto, or
     any other event shall occur or condition exist, the effect of which default
     or other event or condition is to cause, or to permit the holder or holders
     of such  Indebtedness or beneficiary or beneficiaries of such  Indebtedness
     (or a trustee or agent on behalf of such  holder or holders or  beneficiary
     or  beneficiaries)  to cause,  with the giving of notice if required,  such
     Indebtedness to become due prior to its stated maturity; or (iii) breach or
     default any Secured Hedging Agreement; or

          (e) The Borrower or any of the Borrower's  Material  Subsidiaries,  or
     each of any  two or  more  Subsidiaries  that  do not  constitute  Material
     Subsidiaries but, if consolidated,  would constitute a Material Subsidiary,
     (i) shall  commence  any case,  proceeding  or other  action  (A) under any
     existing or future law of any jurisdiction,  domestic or foreign,  relating
     to bankruptcy, insolvency,  reorganization or relief of debtors, seeking to
     have an order  for  relief  entered  with  respect  to it,  or  seeking  to
     adjudicate  it  a  bankrupt  or  insolvent,   or  seeking   reorganization,
     arrangement, adjustment, winding-up, liquidation,  dissolution, composition
     or other relief with respect to it or its debts, or (B) seeking appointment
     of a receiver,  trustee,  custodian,  conservator or other similar official
     for it or for all or any substantial part of its assets, or the Borrower or
     any  Subsidiary  shall  make a general  assignment  for the  benefit of its
     creditors;  or (ii)  shall be  subject  to the  commencement  of any  case,
     proceeding  or other  action of a nature  referred  to in clause  (i) above
     which  (A)  results  in the  entry  of an  order  for  relief  or any  such
     adjudication  or appointment or (B) remains  undismissed,  undischarged  or
     unbonded  for a  period  of 60  days;  or (iii)  shall  be  subject  to the
     commencement of any case,  proceeding or other action seeking issuance of a
     warrant of attachment,  execution, distraint or similar process against all
     or any  substantial  part of its  assets  which  results in the entry of an
     order for any such relief which shall not have been vacated, discharged, or
     stayed or bonded pending  appeal within 60 days from the entry thereof;  or
     (iv) shall be subject to any action in  furtherance  of, or indicating  its
     consent to, approval of, or  acquiescence  in, any of the acts set forth in
     clauses (i), (ii), or (iii) above;  or (v) shall generally not, or shall be
     unable to, or shall  admit in writing  its  inability  to, pay its debts as
     they become due; or

          (f) One or more judgments or decrees shall be entered  against the any
     Credit  Party  or any of its  Subsidiaries  involving  in the  aggregate  a
     liability  (to the extent not paid when due or  covered  by  insurance)  of
     $10,000,000  or more and all such  judgments or decrees shall not have been
     paid and satisfied,  vacated,  discharged,  stayed or bonded pending appeal
     within 30 days from the entry thereof; or

          (g) (i) Any Person shall engage in any  "prohibited  transaction"  (as
     defined in Section 406 of ERISA or Section 4975 of the Code)  involving any
     Plan, (ii) any "accumulated  funding deficiency" (as defined in Section 302
     of ERISA),  whether or not waived,  shall exist with respect to any Plan or
     any Lien in favor of the PBGC or a Plan (other than a Permitted Lien) shall
     arise on the assets of any Credit Party or any Commonly  Controlled Entity,
     (iii) a Reportable Event shall occur with respect to, or proceedings  shall
     commence to have a trustee appointed,  or a trustee shall be appointed,  to
     administer or to terminate,  any Single  Employer  Plan,  which  Reportable
     Event or commencement of proceedings or appointment of a Trustee is, in the
     reasonable  opinion  of the  Required  Lenders,  likely  to  result  in the
     termination of such Plan for purposes of Title IV of ERISA, (iv) any Single
     Employer Plan shall  terminate  for purposes of Title IV of ERISA,  (v) any
     Credit Party or any of its Subsidiaries or any Commonly  Controlled  Entity
     shall, or in the reasonable  opinion of the Required  Lenders is likely to,
     incur any liability in connection with a withdrawal from, or the Insolvency
     or  Reorganization  of, any  Multiemployer  Plan or (vi) any other  similar
     event or condition shall occur or exist with respect to a Plan; and in each
     case in clauses (i) through (vi) above,  such event or condition,  together
     with all other such  events or  conditions,  if any,  could have a Material
     Adverse Effect; or

          (h) There shall occur a Change of Control; or

          (i) The Guaranty or any material  provision thereof shall cease to be,
     or is claimed by the Borrower or any of its Subsidiaries to not be, in full
     force and effect or any  Guarantor or any Person  acting by or on behalf of
     any Guarantor shall deny or disaffirm any Guarantor's obligations under the
     Guaranty; or

          (j) Any other Credit  Document  shall fail to be, or is claimed by the
     Borrower or any of its Subsidiaries to not be, in any material respect,  in
     full  force  and  effect or to give the  Administrative  Agent  and/or  the
     Lenders  the  security  interests,  liens,  rights,  powers and  privileges
     purported to be created thereby (except as such documents may be terminated
     or no longer in force and  effect  in  accordance  with the terms  thereof,
     other than those  indemnities  and  provisions  which by their  terms shall
     survive).

          (k) Any default  (which is not waived or cured  within the  applicable
     period of grace) or event of  default  shall  occur  under any of  document
     governing or evidencing any Subordinated  Indebtedness or the subordination
     provisions  contained therein shall cease to be in full force and effect or
     to give the Lenders  the  rights,  powers and  privileges  purported  to be
     created thereby.

          Section 7.2 Acceleration; Remedies.

     Upon the  occurrence  and during the  continuance  of an Event of  Default,
then, and in any such event, (a) if such event is an Event of Default  specified
in  Section  7.1(e)  above,  automatically  the  Commitments  shall  immediately
terminate and the Loans (with accrued interest  thereon),  and all other amounts
under the Credit Documents  (including  without limitation the maximum amount of
all contingent liabilities under Letters of Credit) shall immediately become due
and payable,  and (b) if such event is any other Event of Default, any or all of
the following actions may be taken: (i) with the written consent of the Required
Lenders,  the  Administrative  Agent  may,  or upon the  written  request of the
Required  Lenders,  the  Administrative  Agent shall,  by notice to the Borrower
declare the  Commitments to be terminated  forthwith,  whereupon the Commitments
shall  immediately  terminate;  (ii) the  Administrative  Agent may, or upon the
written  request of the Required  Lenders,  the  Administrative  Agent shall, by
notice of default to the  Borrower,  declare  the Loans (with  accrued  interest
thereon) and all other  amounts  owing under this  Agreement and the Notes to be
due and payable  forthwith and direct the Borrower to pay to the  Administrative
Agent  cash  collateral  as  security  for the LOC  Obligations  for  subsequent
drawings  under then  outstanding  Letters  of Credit in an amount  equal to the
maximum  amount of which may be drawn under Letters of Credit then  outstanding,
whereupon the same shall immediately become due and payable;  (iii) exercise any
rights  or  remedies  of the  Administrative  Agent or the  Lenders  under  this
Agreement or any other  Credit  Document,  including,  without  limitation,  any
rights or remedies with respect to the  Collateral  and (iv) exercise any rights
or remedies  available to the  Administrative  Agent or Lenders under applicable
law.


                                  ARTICLE VIII

                                    THE AGENT

     Section 8.1 Appointment.

     Each Lender  hereby  irrevocably  designates  and appoints  Wachovia  Bank,
National  Association  as the  Administrative  Agent of such  Lender  under this
Agreement,  and each such Lender irrevocably  authorizes Wachovia Bank, National
Association, as the Administrative Agent for such Lender, to take such action on
its behalf under the  provisions  of this  Agreement and to exercise such powers
and perform such duties as are expressly  delegated to the Administrative  Agent
by the  terms  of  this  Agreement,  together  with  such  other  powers  as are
reasonably  incidental  thereto.  Notwithstanding  any provision to the contrary
elsewhere in this Agreement,  the Administrative Agent shall not have any duties
or  responsibilities,  except those expressly set forth herein, or any fiduciary
relationship   with  any   Lender,   and  no   implied   covenants,   functions,
responsibilities,  duties,  obligations or  liabilities  shall be read into this
Agreement or otherwise exist against the Administrative Agent.

     Section 8.2 Delegation of Duties.

     The Administrative Agent may execute any of its duties under this Agreement
by or through  agents or  attorneys-in-fact  and shall be  entitled to advice of
counsel  concerning all matters  pertaining to such duties.  The  Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact  selected by it with  reasonable  care.  Without  limiting the
foregoing,  the  Administrative  Agent may appoint one of its  affiliates as its
agent to perform the functions of the Administrative Agent hereunder relating to
the advancing of funds to the Borrower and  distribution of funds to the Lenders
and  to  perform  such  other  related  functions  of the  Administrative  Agent
hereunder as are reasonably incidental to such functions.

     Section 8.3 Exculpatory Provisions.

     Neither  the  Administrative  Agent  nor  any of its  officers,  directors,
employees,  agents,  attorneys-in-fact or affiliates shall be (i) liable for any
action  lawfully  taken or omitted to be taken by it or such Person  under or in
connection  with  this  Agreement  (except  for its or such  Person's  own gross
negligence or willful  misconduct)  or (ii)  responsible in any manner to any of
the Lenders for any recitals, statements,  representations or warranties made by
the  Borrower or any  officer  thereof  contained  in this  Agreement  or in any
certificate, report, statement or other document referred to or provided for in,
or  received  by the  Administrative  Agent under or in  connection  with,  this
Agreement or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of any of the Credit Documents or for any failure of the Borrower
to perform its obligations  hereunder or thereunder.  The  Administrative  Agent
shall not be under any obligation to any Lender to ascertain or to inquire as to
the observance or performance by the Borrower of any of the agreements contained
in, or conditions of, this  Agreement,  or to inspect the  properties,  books or
records of the Borrower.

     Section 8.4 Reliance by Administrative Agent.

     The  Administrative  Agent shall be  entitled  to rely,  and shall be fully
protected  in relying,  upon any Note,  writing,  resolution,  notice,  consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message,  statement,  order or other document or conversation  believed by it in
good faith to be genuine and correct  and to have been  signed,  sent or made by
the proper  Person or Persons and upon advice and  statements  of legal  counsel
(including,   without   limitation,   counsel  to  the  Borrower),   independent
accountants  and  other  experts  selected  by  the  Administrative  Agent.  The
Administrative  Agent  may deem and  treat  the  payee of any Note as the  owner
thereof for all purposes unless (a) a written notice of assignment,  negotiation
or transfer thereof shall have been filed with the Administrative  Agent and (b)
the  Administrative  Agent shall have  received  the written  agreement  of such
assignee to be bound hereby as fully and to the same extent as if such  assignee
were an original Lender party hereto,  in each case in form  satisfactory to the
Administrative  Agent.  The  Administrative  Agent shall be fully  justified  in
failing or  refusing  to take any action  under this  Agreement  unless it shall
first  receive such advice or  concurrence  of the Required  Lenders as it deems
appropriate or it shall first be indemnified to its  satisfaction by the Lenders
against any and all  liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative  Agent shall
in all cases be fully protected in acting,  or in refraining from acting,  under
any of the Credit Documents in accordance with a request of the Required Lenders
or all of the Lenders, as may be required under this Agreement, and such request
and any action  taken or failure to act pursuant  thereto  shall be binding upon
all the Lenders and all future holders of the Notes.

     Section 8.5 Notice of Default.

     The Administrative Agent shall not be deemed to have knowledge or notice of
the  occurrence  of any  Default  or  Event  of  Default  hereunder  unless  the
Administrative Agent has received notice from a Lender or the Borrower referring
to this Agreement,  describing such Default or Event of Default and stating that
such notice is a "notice of default". In the event that the Administrative Agent
receives  such a notice,  the  Administrative  Agent  shall give  prompt  notice
thereof to the  Lenders.  The  Administrative  Agent shall take such action with
respect to such Default or Event of Default as shall be  reasonably  directed by
the   Required   Lenders;   provided,   however,   that  unless  and  until  the
Administrative  Agent shall have received such  directions,  the  Administrative
Agent may (but shall not be  obligated  to) take such  action,  or refrain  from
taking such action, with respect to such Default or Event of Default as it shall
deem  advisable in the best  interests of the Lenders  except to the extent that
this Credit  Agreement  expressly  requires  that such  action be taken,  or not
taken,  only with the consent or upon the authorization of the Required Lenders,
or all of the Lenders, as the case may be.

     Section 8.6 Non-Reliance on Administrative Agent and Other Lenders.

     Each Lender expressly  acknowledges that neither the  Administrative  Agent
nor any of its officers,  directors,  employees,  agents,  attorneys-in-fact  or
affiliates has made any  representation or warranty to it and that no act by the
Administrative  Agent hereinafter taken,  including any review of the affairs of
the Borrower,  shall be deemed to constitute any  representation  or warranty by
the  Administrative   Agent  to  any  Lender.  Each  Lender  represents  to  the
Administrative  Agent that it has,  independently  and without reliance upon the
Administrative  Agent or any  other  Lender,  and  based on such  documents  and
information  as it  has  deemed  appropriate,  made  its  own  appraisal  of and
investigation  into the  business,  operations,  property,  financial  and other
condition and creditworthiness of the Borrower and made its own decision to make
its Loans hereunder and enter into this  Agreement.  Each Lender also represents
that it will,  independently and without reliance upon the Administrative  Agent
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  analysis,
appraisals  and decisions in taking or not taking  action under this  Agreement,
and to make such  investigation as it deems necessary to inform itself as to the
business,   operations,    property,   financial   and   other   condition   and
creditworthiness  of  the  Borrower.  Except  for  notices,  reports  and  other
documents   expressly   required  to  be   furnished   to  the  Lenders  by  the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or  responsibility  to provide any Lender  with any credit or other  information
concerning  the  business,   operations,   property,   condition  (financial  or
otherwise),  prospects or  creditworthiness  of the Borrower which may come into
the possession of the  Administrative  Agent or any of its officers,  directors,
employees, agents, attorneys-in-fact or affiliates.

     Section 8.7 Lenders Indemnification of Agent.

     The Lenders  agree to indemnify  the  Administrative  Agent in its capacity
hereunder (to the extent not reimbursed by the Borrower and without limiting the
obligation  of the Borrower to do so),  ratably  according  to their  respective
Commitment  Percentages in effect on the date on which indemnification is sought
under this  Section,  from and  against  any and all  liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements of any kind whatsoever  which may at any time (including,  without
limitation,  at any time  following  the  payment of the  Notes) be imposed  on,
incurred by or asserted against the Administrative  Agent in any way relating to
or arising  out of any  Credit  Document  or any  documents  contemplated  by or
referred to herein or therein or the transactions contemplated hereby or thereby
or  any  action  taken  or  omitted  by the  Administrative  Agent  under  or in
connection with any of the foregoing; provided, however, that no Lender shall be
liable for the payment of any portion of such liabilities,  obligations, losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
to the extent resulting from the Agent's gross negligence or willful misconduct,
as  determined  by a court of competent  jurisdiction.  The  agreements  in this
Section 8.7 shall survive the  termination  of this Agreement and payment of the
Notes and all other amounts payable hereunder.

     Section 8.8 Administrative Agent in Its Individual Capacity.

     The  Administrative  Agent and its  affiliates  may make  loans to,  accept
deposits from and generally  engage in any kind of business with the Borrower as
though the  Administrative  Agent were not the  Administrative  Agent hereunder.
With  respect to its Loans made or renewed by it and any Note  issued to it, the
Administrative  Agent shall have the same rights and powers under this Agreement
as any Lender and may exercise the same as though it were not the Administrative
Agent,  and the terms  "Lender" and "Lenders"  shall include the  Administrative
Agent in its individual capacity.

     Section 8.9 Successor Administrative Agent.

     The Administrative  Agent may resign as Administrative  Agent upon 30 days'
prior notice to the Borrower and the Lenders. If the Administrative  Agent shall
resign as  Administrative  Agent under this  Agreement  and the Notes,  then the
Required  Lenders shall appoint from among the Lenders a successor agent for the
Lenders, which successor agent shall be approved by the Borrower, whereupon such
successor  agent  shall  succeed  to  the  rights,  powers  and  duties  of  the
Administrative  Agent,  and the term  "Administrative  Agent"  shall  mean  such
successor  agent effective upon such  appointment  and approval,  and the former
Agent's rights,  powers and duties as Administrative  Agent shall be terminated,
without  any  other  or  further  act  or  deed  on  the  part  of  such  former
Administrative  Agent or any of the parties to this  Agreement or any holders of
the Notes. After any retiring Agent's  resignation as Administrative  Agent, the
provisions  of this  Section  8.9 shall  inure to its  benefit as to any actions
taken or omitted to be taken by it while it was Administrative  Agent under this
Agreement.

     Section 8.10 Other Agents.

     Each of the Syndication Agent and any Co-Documentation  Agent shall have no
duties  or  obligations,  and  thus  no  liabilities,  in  their  capacity  as a
Syndication Agent and Documentation,  respectively, under this Agreement and the
other Credit Documents.


                                   ARTICLE IX

                                  MISCELLANEOUS

     Section 9.1 Amendments, Waivers and Release of Collateral.

     Neither  this  Agreement,  nor any of the other Credit  Documents,  nor any
terms hereof or thereof may be amended, supplemented,  waived or modified except
in accordance with the provisions of this Section. The Required Lenders may, or,
with the written consent of the Required Lenders,  the Administrative Agent may,
from  time to time,  (a)  enter  into  with  the  Borrower  written  amendments,
supplements or  modifications  hereto and to the other Credit  Documents for the
purpose of adding any provisions to this Agreement or the other Credit Documents
or changing in any manner the rights of the Lenders or of the Borrower hereunder
or thereunder or (b) waive, on such terms and conditions as the Required Lenders
may specify in such instrument, any of the requirements of this Agreement or the
other Credit Documents or any Default or Event of Default and its  consequences;
provided,  however,  that  no  such  waiver  and  no  such  amendment,   waiver,
supplement, modification or release shall:

          (i) reduce the amount or extend the scheduled  date of maturity of any
     Loan or Note or any installment  thereon,  or reduce the stated rate of any
     interest or fee payable  hereunder  (except in connection  with a waiver of
     interest at the increased  post-default  rate) or extend the scheduled date
     of any payment thereof or increase the amount or extend the expiration date
     of any Lender's  Commitment,  in each case  without the written  consent of
     each Lender directly affected thereby; or

          (ii)  amend,  modify or waive any  provision  of this  Section  9.1 or
     reduce the  percentage  specified in the  definition  of Required  Lenders,
     without the written consent of all the Lenders; or

          (iii) amend, modify or waive any provision of Article VIII without the
     written consent of the then Administrative Agent; or

          (iv) release all or  substantially  all of the  Guarantors  from their
     obligations  under the Guaranty,  without the written consent of all of the
     Lenders; or

          (v) release all or  substantially  all of the Collateral,  without the
     written consent of all of the Lenders; or

          (vi)  amend,  modify or waive any  provision  of the Credit  Documents
     requiring  consent,  approval  or  request of the  Required  Lenders or all
     Lenders,  without the  written  consent of all of the  Required  Lenders or
     Lenders as appropriate; or

          (vii) amend,  modify or waive any  provision  of Section  2.11(b) in a
     manner that would alter the pro rata sharing of payments  required  thereby
     without the written consent of each Lender;

     provided,  further,  that no  amendment,  waiver or consent  affecting  the
rights  or  duties  of the  Administrative  Agent,  the  Issuing  Lender  or the
Swingline  Lender  under any Credit  Document  shall in any event be  effective,
unless in writing and signed by the  Administrative  Agent,  the Issuing  Lender
and/or the Swingline Lender, as applicable,  in addition to the Lenders required
hereinabove to take such action.

     Any such waiver,  any such amendment,  supplement or  modification  and any
such  release  shall  apply  equally to each of the Lenders and shall be binding
upon the Borrower,  the other Credit Parties,  the Lenders,  the  Administrative
Agent and all  future  holders  of the  Notes.  In the case of any  waiver,  the
Borrower,  the other Credit Parties,  the Lenders and the  Administrative  Agent
shall be restored to their former  position and rights  hereunder  and under the
outstanding Loans and Notes and other Credit Documents, and any Default or Event
of Default  permanently  waived shall be deemed to be cured and not  continuing;
but no such waiver shall extend to any  subsequent  or other Default or Event of
Default, or impair any right consequent thereon.

     Notwithstanding  any of the foregoing to the  contrary,  the consent of the
Borrower shall not be required for any amendment,  modification or waiver of the
provisions of Article VIII (other than the provisions of Section 8.9); provided,
however,  that the  Administrative  Agent  will  provide  written  notice to the
Borrower  of any such  amendment,  modification  or  waiver.  In  addition,  the
Borrower and the Lenders  hereby  authorize the  Administrative  Agent to modify
this Credit Agreement by unilaterally amending or supplementing  Schedule 2.1(a)
from time to time in the manner  requested by the Borrower,  the  Administrative
Agent or any Lender in order to reflect  any  assignments  or  transfers  of the
Loans  as  provided  for  hereunder;   provided  further,   however,   that  the
Administrative  Agent shall promptly deliver a copy of any such  modification to
the Borrower and each Lender.

     Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (x) each Lender is entitled to vote as
such  Lender sees fit on any  bankruptcy  reorganization  plan that  affects the
Loans,  and each Lender  acknowledges  that the provisions of Section 1126(c) of
the Bankruptcy Code supersedes the unanimous consent provisions set forth herein
and (y) the  Required  Lenders may  consent to allow a Credit  Party to use cash
collateral in the context of a bankruptcy or insolvency proceeding.

     Section 9.2 Notices.

          Except as otherwise provided in Article II, all notices,  requests and
     demands to or upon the respective  parties hereto to be effective  shall be
     in  writing  (including  by  telecopy),  and,  unless  otherwise  expressly
     provided  herein,  shall be deemed to have been duly given or made (a) when
     delivered by hand, (b) when  transmitted  via telecopy (or other  facsimile
     device) to the  number set out  herein,  (c) the day  following  the day on
     which  the same has been  delivered  prepaid  (or  pursuant  to an  invoice
     arrangement) to a reputable national overnight air courier service,  or (d)
     the  third  Business  Day  following  the day on which  the same is sent by
     certified or registered mail,  postage  prepaid,  in each case addressed as
     follows  in the case of the  Borrower,  the other  Credit  Parties  and the
     Administrative  Agent,  and as set forth on Schedule 9.2 in the case of the
     Lenders,  or to such other  address  as may be  hereafter  notified  by the
     respective parties hereto and any future holders of the Notes:

     The Borrower          MPS Group, Inc.
     and the other         One Independent Drive
     Credit Parties:       Jacksonville, Florida  32202
                           Attention:  Chief Financial Officer
                           Telecopier:  (904) 360-2000
                           Telephone:  (904) 360-2505
                           Internet Address: www.mpsgroup.com

     The Administrative    Wachovia Bank, National Association,
                            as Administrative Agent
     Agent:                Charlotte Plaza
                           201 South College Street, CP-8
                           Charlotte, North Carolina  28288-0680
                           Attention: Syndication Agency Services
                           Telecopier:  (704) 383-0550
                           Telephone:  (704) 383-6481

                                    with a copy to:

                                    Wachovia Bank, National Association
                                    301 South College St., NC0760
                                    Charlotte, North Carolina  28288-0608
                                    Attention:  Will Goley, Director
                                    Telecopier:  (704) 383-7611
                                    Telephone:  (704) 383-8180

          Section 9.3 No Waiver; Cumulative Remedies.

     No  failure  to  exercise  and no delay in  exercising,  on the part of the
Administrative  Agent or any  Lender,  any  right,  remedy,  power or  privilege
hereunder  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise of any right,  remedy,  power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights,  remedies,  powers and  privileges  herein  provided are
cumulative  and not  exclusive of any rights,  remedies,  powers and  privileges
provided by law.

     Section 9.4 Survival of Representations and Warranties.

     All  representations  and  warranties  made  hereunder and in any document,
certificate or statement  delivered  pursuant  hereto or in connection  herewith
shall survive the execution and delivery of this Agreement and the Notes and the
making of the Loans;  provided  that any  representation  and  warranty  made or
deemed  made after the  Closing  Date which by its  express  terms  relates to a
specific  date or period  shall only be required to be true as of such  specific
date or period and all such  representations  and warranties  shall terminate on
the date upon which the  Commitments  have been  terminated and all Credit Party
Obligations have been paid in full.

     Section 9.5 Payment of Expenses and Taxes.

     The Borrower  agrees (a) to pay or reimburse the  Administrative  Agent and
the Arranger for all their reasonable and other out-of-pocket costs and expenses
incurred in connection with the development,  preparation, negotiation, printing
and  execution  of, and any  amendment,  supplement  or  modification  to,  this
Agreement  and the other Credit  Documents and any other  documents  prepared in
connection herewith or therewith, and the consummation and administration of the
transactions  contemplated hereby and thereby, together with the reasonable fees
and disbursements of counsel to the Administrative  Agent and the Arranger,  (b)
to pay or  reimburse  each  Lender  and  the  Administrative  Agent  for all its
reasonable  out-of-pocket  costs and expenses  incurred in  connection  with the
enforcement  or  preservation  of any rights under this  Agreement and the other
Credit Documents,  including, without limitation, the reasonable and actual fees
and  disbursements  of counsel to the  Administrative  Agent and to the  Lenders
(including  reasonable  allocated costs of in-house legal  counsel),  and (c) on
demand, to pay,  indemnify,  and hold each Lender and the  Administrative  Agent
harmless from, any and all recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying,  stamp, excise and other
similar  taxes,  if any,  which may be  payable or  determined  to be payable in
connection with the execution and delivery of, or consummation or administration
of any of the  transactions  contemplated  by, or any  amendment,  supplement or
modification  of, or any  waiver or consent  under or in respect  of, the Credit
Documents and any such other documents, and (d) to pay, indemnify, and hold each
Lender  and the  Administrative  Agent and their  Affiliates  harmless  from and
against, any and all other liabilities, obligations, losses, damages, penalties,
actions,  judgments,  suits,  costs,  expenses or  disbursements  of any kind or
nature  whatsoever  with  respect  to  the  execution,  delivery,   enforcement,
performance  and  administration  of the  Credit  Documents  and any such  other
documents  and the use,  or  proposed  use, of proceeds of the Loans (all of the
foregoing, collectively, the "indemnified liabilities"); provided, however, that
the Borrower shall not have any obligation hereunder to the Administrative Agent
or any Lender with  respect to  indemnified  liabilities  arising from the gross
negligence,  bad faith or willful misconduct of the Administrative  Agent or any
such Lender, as determined by a court of competent jurisdiction.  The agreements
in this Section 9.5 shall  survive  repayment of the Loans,  Notes and all other
Credit Party Obligations.

     Section 9.6 Successors and Assigns; Participations; Purchasing Lenders.

     (a) This  Agreement  shall be binding  upon and inure to the benefit of the
Borrower, the Lenders, the Administrative Agent, all future holders of the Notes
and their  respective  successors and assigns,  except that the Borrower may not
assign or transfer any of its rights or obligations  under this Agreement or the
other Credit Documents without the prior written consent of each Lender.

     (b) Any  Lender  may,  in the  ordinary  course of its  commercial  banking
business and in accordance  with applicable law, at any time sell to one or more
banks or other  entities  ("Participants")  participating  interests in any Loan
owing to such  Lender,  any Note held by such  Lender,  any  Commitment  of such
Lender, or any other interest of such Lender hereunder. In the event of any such
sale by a Lender of  participating  interests to a  Participant,  such  Lender's
obligations  under this Agreement to the other parties to this  Agreement  shall
remain  unchanged,   such  Lender  shall  remain  solely   responsible  for  the
performance  thereof,  such Lender  shall remain the holder of any such Note for
all purposes under this Agreement, and the Borrower and the Administrative Agent
shall  continue to deal solely and directly with such Lender in connection  with
such  Lender's  rights and  obligations  under this  Agreement.  No Lender shall
transfer  or grant any  participation  under  which the  Participant  shall have
rights to approve  any  amendment  to or waiver of this  Agreement  or any other
Credit  Document  except to the extent such amendment or waiver would (i) extend
the scheduled  maturity of any Loan or Note or any installment  thereon in which
such Participant is participating,  or reduce the stated rate or extend the time
of payment of interest or fees thereon  (except in  connection  with a waiver of
interest at the  increased  post-default  rate) or reduce the  principal  amount
thereof,  or increase  the amount of the  Participant's  participation  over the
amount thereof then in effect (it being  understood that a waiver of any Default
or  Event  of  Default  shall  not  constitute  a  change  in the  terms of such
participation, and that an increase in any Commitment or Loan shall be permitted
without consent of any  participant if the  Participant's  participation  is not
increased as a result  thereof),  (ii) release all or  substantially  all of the
Guarantors  from their  obligations  under the  Guaranty,  (iii)  release all or
substantially  all of the  Collateral,  or (iv)  consent  to the  assignment  or
transfer  by the  Borrower  of any of its  rights  and  obligations  under  this
Agreement. In the case of any such participation, the Participant shall not have
any rights  under  this  Agreement  or any of the other  Credit  Documents  (the
Participant's  rights against such Lender in respect of such participation to be
those  set  forth  in the  agreement  executed  by such  Lender  in favor of the
Participant  relating thereto) and all amounts payable by the Borrower hereunder
shall be determined as if such Lender had not sold such participation;  provided
that each Participant  shall be entitled to the benefits of Sections 2.14, 2.15,
2.16 and 9.5 with respect to its  participation in the Commitments and the Loans
outstanding from time to time;  provided  further,  that no Participant shall be
entitled to receive  any  greater  amount  pursuant  to such  Sections  than the
transferor  Lender would have been  entitled to receive in respect of the amount
of the  participation  transferred by such transferor Lender to such Participant
had no such transfer occurred.

     (c) Any  Lender  may,  in the  ordinary  course of its  commercial  banking
business and in accordance  with  applicable law, at any time, sell or assign to
any Lender or any Affiliate or Related Fund thereof and, with the consent of the
Administrative  Agent and,  so long as no Event of Default has  occurred  and is
continuing,  the Borrower (in each case, which consent shall not be unreasonably
withheld or delayed), to one or more additional banks or, financial institutions
or other  entities (each a "Purchasing  Lender"),  all or any part of its rights
and  obligations  under  this  Agreement  and the Notes in  minimum  amounts  of
$5,000,000 or an integral  multiple of $1,000,000 in excess thereof with respect
to its Revolving Commitment, its Revolving Loans (or, if less, the entire amount
of such Lender's  obligations),  pursuant to a Commitment  Transfer  Supplement,
executed by such  Purchasing  Lender and such  transferor  Lender  (and,  to the
extent required above, the Administrative Agent and the Borrower), and delivered
to the  Administrative  Agent for its  acceptance and recording in the Register;
provided,  however,  that any sale or assignment to an existing Lender shall not
require the consent of the  Administrative  Agent or the  Borrower nor shall any
such sale or assignment be subject to the minimum  assignment  amounts specified
herein. Upon such execution,  delivery, acceptance and recording, from and after
the Transfer  Effective Date specified in such Commitment  Transfer  Supplement,
(x) the Purchasing  Lender thereunder shall be a party hereto and, to the extent
provided in such Commitment Transfer Supplement, have the rights and obligations
of a Lender  hereunder  with a  Commitment  as set  forth  therein,  and (y) the
transferor  Lender  thereunder  shall, to the extent provided in such Commitment
Transfer Supplement, be released from its obligations under this Agreement (and,
in the case of a Commitment  Transfer  Supplement  covering all or the remaining
portion of a transferor  Lender's rights and  obligations  under this Agreement,
such transferor Lender shall cease to be a party hereto; provided, however, that
such Lender shall still be entitled to any indemnification rights that expressly
survive hereunder). Such Commitment Transfer Supplement shall be deemed to amend
this Agreement to the extent,  and only to the extent,  necessary to reflect the
addition of such  Purchasing  Lender and the resulting  adjustment of Commitment
Percentages  arising  from the  purchase by such  Purchasing  Lender of all or a
portion of the rights  and  obligations  of such  transferor  Lender  under this
Agreement and the Notes. On or prior to the Transfer Effective Date specified in
such Commitment Transfer  Supplement,  the Borrower,  at its own expense,  shall
execute  and  deliver  to the  Administrative  Agent in  exchange  for the Notes
delivered  to the  Administrative  Agent  pursuant to such  Commitment  Transfer
Supplement new Notes to the order of such  Purchasing  Lender in an amount equal
to the Commitment assumed by it pursuant to such Commitment  Transfer Supplement
and, unless the transferor Lender has not retained a Commitment  hereunder,  new
Notes to the order of the transferor Lender in an amount equal to the Commitment
retained by it  hereunder.  Such new Notes  shall be dated the Closing  Date and
shall  otherwise  be in the  form  of the  Notes  replaced  thereby.  The  Notes
surrendered  by the  transferor  Lender shall be returned by the  Administrative
Agent to the Borrower marked "canceled".

     (d) The  Administrative  Agent shall maintain at its address referred to in
Section 9.2 a copy of each Commitment Transfer Supplement  delivered to it and a
register (the  "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 from time to time. The entries in the Register  shall be  conclusive,  in
the absence of manifest error, and the Borrower,  the  Administrative  Agent and
the Lenders may treat each Person  whose name is recorded in the Register as the
owner of the Loan  recorded  therein  for all  purposes of this  Agreement.  The
Register  shall be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

     (e) Upon its receipt of a duly  executed  Commitment  Transfer  Supplement,
together with payment to the  Administrative  Agent by the transferor  Lender or
the Purchasing  Lender, as agreed between them, of a registration and processing
fee of $3,500.00 for each Purchasing  Lender listed in such Commitment  Transfer
Supplement and the Notes subject to such  Commitment  Transfer  Supplement,  the
Administrative Agent shall (i) accept such Commitment Transfer Supplement,  (ii)
record the information  contained  therein in the Register and (iii) give prompt
notice of such acceptance and recordation to the Lenders and the Borrower.

     (f) The Borrower  authorizes  each Lender to disclose to any Participant or
Purchasing Lender (each, a "Transferee") and any prospective  Transferee any and
all financial  information in such Lender's  possession  concerning the Borrower
and its  Affiliates  which has been  delivered to such Lender by or on behalf of
the  Borrower  pursuant to this  Agreement  or which has been  delivered to such
Lender by or on behalf of the Borrower in connection  with such Lender's  credit
evaluation  of the  Borrower and its  Subsidiaries  prior to becoming a party to
this  Agreement,  in each case  subject  to the  confidentiality  provisions  in
Section 9.16.

     (g) At the time of each assignment pursuant to this Section 9.6 to a Person
which is not already a Lender  hereunder and which is not a United States person
(as such term is defined in Section  7701(a)(30) of the Code) for Federal income
tax purposes,  the respective  assignee Lender shall provide to the Borrower and
the Administrative Agent the appropriate Internal Revenue Service Forms (and, if
applicable, a 2.17 Certificate) described in Section 2.17.

     (h) Nothing herein shall prohibit any Lender from pledging or assigning any
of its rights under this Agreement (including,  without limitation, any right to
payment of principal and interest under any Note) to any Federal Reserve Bank in
accordance with applicable laws.

     Section 9.7 Adjustments; Set-off.

     (a) Each Lender agrees that if any Lender (a "benefited  Lender")  shall at
any time receive any payment of all or part of its Loans,  or interest  thereon,
or  receive  any  collateral  in  respect   thereof   (whether   voluntarily  or
involuntarily,  by  set-off,  pursuant  to events or  proceedings  of the nature
referred to in Section  7.1(e),  or otherwise) in a greater  proportion than any
such payment to or collateral  received by any other Lender,  if any, in respect
of such other Lender's Loans, or interest  thereon,  such benefited Lender shall
purchase  for cash  from the  other  Lenders a  participating  interest  in such
portion of each such other  Lender's  Loan,  or shall provide such other Lenders
with the benefits of any such collateral,  or the proceeds thereof,  as shall be
necessary to cause such benefited Lender to share the excess payment or benefits
of such  collateral  or proceeds  ratably  with each of the  Lenders;  provided,
however,  that if all or any  portion  of such  excess  payment or  benefits  is
thereafter  recovered  from  such  benefited  Lender,  such  purchase  shall  be
rescinded,  and the purchase price and benefits returned,  to the extent of such
recovery,  but  without  interest.  The  Borrower  agrees  that  each  Lender so
purchasing  a portion  of  another  Lender's  Loans may  exercise  all rights of
payment (including,  without limitation, rights of set-off) with respect to such
portion as fully as if such Lender were the direct holder of such portion.

     (b) In addition to any rights and  remedies of the Lenders  provided by law
(including, without limitation, other rights of set-off), each Lender shall have
the right,  without  prior  notice to any Credit  Party,  any such notice  being
expressly  waived by the Credit  Parties to the extent  permitted by  applicable
law, upon the occurrence and during the continuance of any Event of Default,  to
setoff and appropriate and apply any and all deposits (general or special,  time
or  demand,  provisional  or final),  in any  currency,  and any other  credits,
indebtedness  or  claims,  in any  currency,  in each  case  whether  direct  or
indirect,  absolute or  contingent,  matured or  unmatured,  at any time held or
owing by such Lender or any branch or agency thereof to or for the credit or the
account of any Credit Party,  or any part thereof in such amounts as such Lender
may elect,  against and on account of the Credit Party Obligations owing to such
Lender  hereunder  and claims of every  nature and  description  of such  Lender
against the Borrower  and the other Credit  Parties,  in any  currency,  whether
arising  hereunder,  under the Notes or under any documents  contemplated  by or
referred  to herein or therein,  as such  Lender may elect,  whether or not such
Lender  has  made  any  demand  for  payment  and  although  such   obligations,
liabilities  and claims may be contingent or unmatured.  The aforesaid  right of
set-off may be exercised by such Lender  against any Credit Party or against any
trustee  in  bankruptcy,  debtor in  possession,  assignee  for the  benefit  of
creditors,  receiver or execution,  judgment or attachment  creditor of any such
Credit Party, or against anyone else claiming through or against any such Credit
Party or any such trustee in bankruptcy, debtor in possession,  assignee for the
benefit of creditors,  receiver, or execution,  judgment or attachment creditor,
notwithstanding  the  fact  that  such  right of  set-off  shall  not have  been
exercised by such Lender prior to the  occurrence of any Event of Default.  Each
Lender  agrees   promptly  to  notify  the  applicable   Credit  Party  and  the
Administrative Agent after any such set-off and application made by such Lender;
provided,  however,  that the failure to give such  notice  shall not affect the
validity of such set-off and application.

     Section 9.8 Table of Contents and Section Headings.

     The table of contents and the Section and  subsection  headings  herein are
intended for convenience only and shall be ignored in construing this Agreement.

     Section 9.9 Counterparts.

     This  Agreement  may be  executed  by one or  more of the  parties  to this
Agreement on any number of separate  counterparts,  and all of said counterparts
taken together shall be deemed to constitute one and the same agreement.

     Section 9.10 Effectiveness.

     This Credit  Agreement  shall become  effective on the date on which all of
the parties have signed a copy hereof (whether the same or different copies) and
shall have  delivered the same to the  Administrative  Agent pursuant to Section
9.2 or, in the case of the Lenders, shall have given to the Administrative Agent
written,  telecopied or telex notice (actually received) at such office that the
same has been signed and mailed to it.

     Section 9.11 Severability.

     Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

     Section 9.12 Integration.

     This  Agreement and the other Credit  Documents  represent the agreement of
the  Borrower,  the  Administrative  Agent and the Lenders  with  respect to the
subject matter hereof, and there are no promises, undertakings,  representations
or warranties by the  Administrative  Agent, the Borrower or any Lender relative
to the subject matter hereof not expressly set forth or referred to herein or in
the other Credit Documents.

     Section 9.13 Governing Law.

     This  Agreement  and  the  other  Credit   Documents  and  the  rights  and
obligations of the parties under this  Agreement and the other Credit  Documents
shall be governed by, and construed and interpreted in accordance  with, the law
of the State of North Carolina.

     Section 9.14 Consent to Jurisdiction and Service of Process.

     All judicial  proceedings  brought  against the  Borrower  and/or any other
Credit Party with respect to this Agreement, any Note or any of the other Credit
Documents may be brought in any state or federal court of competent jurisdiction
in the  State  of  North  Carolina,  and,  by  execution  and  delivery  of this
Agreement, each of the Borrower and the other Credit Parties accepts, for itself
and in  connection  with its  properties,  generally  and  unconditionally,  the
non-exclusive  jurisdiction of the aforesaid courts and irrevocably agrees to be
bound by any final judgment  rendered thereby in connection with this Agreement,
any Note or any other Credit  Document from which no appeal has been taken or is
available.  Each of the Borrower and the other Credit Parties irrevocably agrees
that all  service of process  in any such  proceedings  in any such court may be
effected  by mailing a copy  thereof by  registered  or  certified  mail (or any
substantially  similar form of mail),  postage prepaid, to it at its address set
forth in Section 9.2 or at such other address of which the Administrative  Agent
shall  have  been  notified   pursuant   thereto,   such  service  being  hereby
acknowledged  by the each of the  Borrower  and the other  Credit  Parties to be
effective and binding service in every respect. Each of the Borrower,  the other
Credit Parties,  the Administrative Agent and the Lenders irrevocably waives any
objection,  including,  without limitation, any objection to the laying of venue
based on the grounds of forum non conveniens  which it may now or hereafter have
to the  bringing  of any such  action or  proceeding  in any such  jurisdiction.
Nothing  herein  shall  affect the right to serve  process  in any other  manner
permitted  by law or shall  limit the right of any  Lender to bring  proceedings
against  the  Borrower  or the other  Credit  Parties  in the court of any other
jurisdiction.

     Section 9.15 [Intentionally Omitted].

     Section 9.16 Confidentiality.

     Each of the  Administrative  Agent and the Lenders  agrees to maintain  the
confidentiality  of the Information (as defined below),  except that Information
may be disclosed (a) to its and its Affiliates' directors,  officers,  employees
and agents,  including  accountants,  legal counsel and other advisors (it being
understood  that the Persons to whom such disclosure is made will be informed of
the  confidential  nature  of such  Information  and  instructed  to  keep  such
Information  confidential) solely for use in connection with this Agreement; (b)
to the extent requested by any regulatory authority;  (c) to the extent required
by applicable  laws or  regulations  or by any subpoena or similar legal process
provided,  that  unless  prohibited  by  applicable  law  or  court  order,  the
Administrative  Agent or such  Lender  shall  notify  Borrower  as  promptly  as
practicable after receipt thereof of any governmental request, subpoena or court
order for disclosure of any such non-public information;  (d) to any other party
to this Agreement; (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding  relating to this Agreement or the enforcement
of  rights  hereunder;   (f)  subject  to  an  agreement  containing  provisions
substantially the same as those of this section, to (i) any Purchasing Lender of
or Participant  in, or any prospective  Purchasing  Lender of or Participant in,
any of its  rights or  obligations  under this  Agreement  or (ii) any direct or
indirect   contractual   counterparty  or  prospective   counterparty  (or  such
contractual counterparty's or prospective  counterparty's  professional advisor)
to any  credit  derivative  transaction  relating  to  obligations  of the  Loan
Parties;  (g)  with  the  consent  of  the  Borrower;  (h) 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 or any Lender
on a nonconfidential  basis from a source other than the Borrower; or (i) to the
National   Association   of  Insurance   Commissioners   or  any  other  similar
organization or any nationally  recognized rating agency that requires access to
information  about  a  Lender's  or  its  Affiliates'  investment  portfolio  in
connection with ratings issued with respect to such Lender or its Affiliates. In
addition, the Administrative Agent and the Lenders may disclose the existence of
this Agreement and information  about this Agreement to market data  collectors,
similar service providers to the lending industry,  and service providers to the
Administrative  Agent and the Lenders in connection with the  administration and
management  of  this  Agreement,   the  other  Loan  Documents,   the  Revolving
Commitments,  and the  Credit  Extensions.  For the  purposes  of this  Section,
"Information"  means all information  received from any Credit Party relating to
any  Credit  Party or its  business,  other  than any such  information  that is
available to the Administrative  Agent or any Lender on a nonconfidential  basis
prior  to  disclosure  by any  Credit  Party;  provided  that,  in the  case  of
information received from a Credit Party after the date hereof, such information
is clearly  identified in writing at the time of delivery as  confidential.  Any
Person  required to maintain the  confidentiality  of Information as provided in
this Section shall be  considered to have complied with its  obligation to do so
if  such  Person  has  exercised  the  same  degree  of  care  to  maintain  the
confidentiality  of such  Information  as such  Person  would  accord to its own
confidential  information.  Notwithstanding  anything  herein  to the  contrary,
"Information"  shall not include,  and the Administrative  Agent and each Lender
may disclose without limitation of any kind, any information with respect to the
"tax  treatment"  and "tax  structure"  (in each  case,  within  the  meaning of
Treasury  Regulation Section 1.6011-4) of the transactions  contemplated  hereby
and all materials of any kind  (including  opinions or other tax analyses)  that
are  provided to the  Administrative  Agent or such Lender  relating to such tax
treatment  and tax  structure;  provided  that with  respect to any  document or
similar  item  that in  either  case  contains  information  concerning  the tax
treatment or tax structure of the transaction as well as other information, this
sentence  shall only apply to such portions of the document or similar item that
relate to the tax treatment or tax structure of the Loans, Letters of Credit and
transactions contemplated hereby.

     Section 9.17 Acknowledgments.

     The Borrower and the other Credit Parties each hereby acknowledges that:

          (a) it has been advised by counsel in the  negotiation,  execution and
     delivery of each Credit Document;

          (b) neither the Administrative  Agent nor any Lender has any fiduciary
     relationship with or duty to the Borrower or any other Credit Party arising
     out of or in connection  with this Agreement and the  relationship  between
     Administrative  Agent and  Lenders,  on one hand,  and the Borrower and the
     other Credit Parties,  on the other hand, in connection  herewith is solely
     that of debtor and creditor; and

          (c) no joint venture exists among the Lenders or among the Borrower or
     the other Credit Parties and the Lenders.

     Section 9.18 Waivers of Jury Trial.

     THE BORROWER,  THE OTHER CREDIT PARTIES,  THE ADMINISTRATIVE  AGENT AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


                                    ARTICLE X

                                    GUARANTY

     Section 10.1 The Guaranty.

     In order to induce the Lenders to enter into this Credit  Agreement and any
Hedging  Agreement  Provider to enter into any Secured Hedging  Agreement and to
extend credit hereunder and thereunder and in recognition of the direct benefits
to be received by the Guarantors from the Extensions of Credit hereunder and any
Secured  Hedging  Agreement,  each of the  Guarantors  hereby  agrees  with  the
Administrative   Agent  and  the  Lenders  as  follows:   the  Guarantor  hereby
unconditionally  and  irrevocably  jointly and  severally  guarantees as primary
obligor and not merely as surety the full and prompt  payment when due,  whether
upon  maturity,  by  acceleration  or  otherwise,  of any and all  Credit  Party
Obligations.  If any or all of the  Credit  Party  Obligations  becomes  due and
payable  hereunder  or under  any  Secured  Hedging  Agreement,  each  Guarantor
unconditionally   promises  to  pay  such  Credit  Party   Obligations   to  the
Administrative  Agent, the Lenders,  the Hedging Agreement  Providers,  or their
respective order, or demand, together with any and all reasonable  out-of-pocket
expenses  which may be  incurred by the  Administrative  Agent or the Lenders in
collecting any of the Credit Party Obligations.

     Notwithstanding  any provision to the contrary  contained  herein or in any
other of the Credit  Documents,  to the extent the  obligations  of a  Guarantor
shall be adjudicated to be invalid or unenforceable  for any reason  (including,
without  limitation,  because of any applicable state or federal law relating to
fraudulent conveyances or transfers) then the obligations of each such Guarantor
hereunder  shall be limited to the  maximum  amount  that is  permissible  under
applicable law (whether federal or state and including,  without limitation, the
Bankruptcy Code).

     Section 10.2 Bankruptcy.

     Additionally,  each  of  the  Guarantors  unconditionally  and  irrevocably
guarantees  jointly  and  severally  the  payment  of any and all  Credit  Party
Obligations  of the Borrower to the Lenders and any Hedging  Agreement  Provider
whether or not due or payable by the Borrower upon the  occurrence of any of the
events  specified in Section 7.1(e),  and  unconditionally  promises to pay such
Credit  Party  Obligations  to the  Administrative  Agent for the account of the
Lenders and to any such Hedging  Agreement  Provider,  or order,  on demand,  in
lawful money of the United States. Each of the Guarantors further agrees that to
the extent that the  Borrower or a Guarantor  shall make a payment or a transfer
of an interest in any property to the  Administrative  Agent, any Lender, or any
Hedging  Agreement  Provider,  which  payment or transfer or any part thereof is
subsequently  invalidated,   declared  to  be  fraudulent  or  preferential,  or
otherwise  is  avoided,  and/or  required  to be  repaid  to the  Borrower  or a
Guarantor, the estate of the Borrower or a Guarantor, a trustee, receiver or any
other  party  under any  bankruptcy  law,  state or federal  law,  common law or
equitable  cause,  then  to the  extent  of such  avoidance  or  repayment,  the
obligation  or part  thereof  intended  to be  satisfied  shall be  revived  and
continued in full force and effect as if said payment had not been made.

     Section 10.3 Nature of Liability.

     The liability of each Guarantor  hereunder is exclusive and  independent of
any  security  for or other  guaranty  of the Credit  Party  Obligations  of the
Borrower whether  executed by any such Guarantor,  any other guarantor or by any
other  party,  and no  Guarantor's  liability  hereunder  shall be  affected  or
impaired by (a) any direction as to application of payment by the Borrower or by
any other party, or (b) any other  continuing or other guaranty,  undertaking or
maximum  liability  of a guarantor  or of any other party as to the Credit Party
Obligations  of the Borrower,  or (c) any payment on or in reduction of any such
other guaranty or undertaking, or (d) any dissolution,  termination or increase,
decrease or change in personnel by the Borrower,  or (e) any payment made to the
Administrative  Agent,  the Lenders,  or any Hedging  Agreement  Provider on the
Credit Party Obligations which the Administrative  Agent, such Lenders,  or such
Hedging  Agreement  Providers repay the Borrower  pursuant to court order in any
bankruptcy,  reorganization,  arrangement,  moratorium  or other  debtor  relief
proceeding,  and each of the  Guarantors  waives  any right to the  deferral  or
modification of its obligations hereunder by reason of any such proceeding.

     Section 10.4 Independent Obligation.

     The  obligations  of  each  Guarantor  hereunder  are  independent  of  the
obligations  of any other  guarantor or the Borrower,  and a separate  action or
actions may be brought and  prosecuted  against  each  Guarantor  whether or not
action is brought against any other guarantor or the Borrower and whether or not
any other Guarantor or the Borrower is joined in any such action or actions.

     Section 10.5 Authorization.

     Each of the Guarantors authorizes the Administrative Agent, each Lender and
each Hedging  Agreement  Provider  without  notice or demand (except as shall be
required by applicable  statute and cannot be waived),  and without affecting or
impairing its liability hereunder,  from time to time to (a) renew,  compromise,
extend,  increase,  accelerate  or otherwise  change the time for payment of, or
otherwise  change the terms of the Credit Party  Obligations or any part thereof
in accordance with this Agreement and any Secured Hedging  Agreement,  including
any  increase or decrease  of the rate of  interest  thereon,  (b) take and hold
security  from any guarantor or any other party for the payment of this Guaranty
or the Credit Party Obligations and exchange, enforce waive and release any such
security, (c) apply such security and direct the order or manner of sale thereof
as the  Administrative  Agent and the Lenders in their  discretion may determine
and  (d)  release  or  substitute  any one or more  endorsers,  guarantors,  the
Borrower or other obligors.

     Section 10.6 Reliance.

     It is not  necessary  for the  Administrative  Agent,  the Lenders,  or any
Hedging  Agreement  Providers  to  inquire  into the  capacity  or powers of the
Borrower or the  officers,  directors,  members,  partners  or agents  acting or
purporting  to act on its  behalf,  and  any  indebtedness  made or  created  in
reliance  upon  the  professed  exercise  of such  powers  shall  be  guaranteed
hereunder.

     Section 10.7 Waiver.

     (a) Each of the Guarantors waives any right (except as shall be required by
applicable  statute and cannot be waived) to require the  Administrative  Agent,
any  Lender  or any  Hedging  Agreement  Provider  to (i)  proceed  against  the
Borrower,  any other  guarantor  or any other  party,  (ii)  proceed  against or
exhaust any security  held from the Borrower,  any other  guarantor or any other
party,  or (iii)  pursue any other  remedy in the  Administrative  Agent's,  any
Lender's,  or any Hedging  Agreement  Provider's power  whatsoever.  Each of the
Guarantors  waives any  defense  based on or arising  out of any  defense of the
Borrower,  any other  guarantor or any other party other than payment in full of
the Credit Party Obligations,  including without limitation any defense based on
or arising out of the  disability  of the Borrower,  any other  guarantor or any
other party, or the unenforceability of the Credit Party Obligations or any part
thereof from any cause,  or the cessation from any cause of the liability of the
Borrower  other  than  payment  in full of the  Credit  Party  Obligations.  The
Administrative Agent or any of the Lenders may, at their election,  foreclose on
any  security  held  by the  Administrative  Agent  or a  Lender  by one or more
judicial or nonjudicial  sales,  whether or not every aspect of any such sale is
commercially  reasonable  (to the extent such sale is  permitted  by  applicable
law),  or exercise  any other right or remedy the  Administrative  Agent and any
Lender may have  against  the  Borrower  or any other  party,  or any  security,
without  affecting  or  impairing  in any way  the  liability  of any  Guarantor
hereunder  except to the extent the Credit Party  Obligations  have been paid in
full. Each of the Guarantors waives any defense arising out of any such election
by the Administrative  Agent and each of the Lenders,  even though such election
operates to impair or extinguish  any right of  reimbursement  or subrogation or
other right or remedy of the Guarantors  against the Borrower or any other party
or any security.

     (b)  Each  of  the  Guarantors   waives  all   presentments,   demands  for
performance,  protests  and notices,  including  without  limitation  notices of
nonperformance, notice of protest, notices of dishonor, notices of acceptance of
this  Guaranty,  and notices of the  existence,  creation or incurring of new or
additional Credit Party  Obligations.  Each Guarantor assumes all responsibility
for being and keeping itself informed of the Borrower's  financial condition and
assets,  and of all other  circumstances  bearing upon the risk of nonpayment of
the Credit Party Obligations and the nature, scope and extent of the risks which
such  Guarantor  assumes  and incurs  hereunder,  and agrees  that  neither  the
Administrative Agent nor any Lender shall have any duty to advise such Guarantor
of information known to it regarding such circumstances or risks.

     (c) Each of the Guarantors hereby agrees it will not exercise any rights of
subrogation which it may at any time otherwise have as a result of this Guaranty
(whether  contractual,  under  Section  509  of the  U.S.  Bankruptcy  Code,  or
otherwise)  to the  claims of the  Lenders  or any  Hedging  Agreement  Provider
against the Borrower or any other  guarantor of the Credit Party  Obligations of
the  Borrower  owing  to  the  Lenders  or  such  Hedging   Agreement   Provider
(collectively, the "Other Parties") and all contractual, statutory or common law
rights of reimbursement, contribution or indemnity from any Other Party which it
may at any time  otherwise  have as a result of this Guaranty until such time as
the Credit Party  Obligations  shall have been paid in full and the  Commitments
have been  terminated.  Each of the  Guarantors  hereby  further  agrees  not to
exercise any right to enforce any other remedy which the  Administrative  Agent,
the Lenders or any Hedging  Agreement  Provider now have or may  hereafter  have
against any Other Party,  any endorser or any other guarantor of all or any part
of the Credit  Party  Obligations  of the  Borrower  and any benefit of, and any
right to participate in, any security or collateral  given to or for the benefit
of the Lenders and/or the Hedging  Agreement  Providers to secure payment of the
Credit Party  Obligations  of the  Borrower  until such time as the Credit Party
Obligations  shall  have  been  paid  in  full  and the  Commitments  have  been
terminated.

     Section 10.8 Limitation on Enforcement.

     The Lenders and the Hedging  Agreement  Providers  agree that this Guaranty
may be enforced only by the action of the  Administrative  Agent acting upon the
instructions of the Required Lenders or such Hedging Agreement Provider and that
no Lender or Hedging  Agreement  Provider shall have any right  individually  to
seek to enforce or to enforce this Guaranty, it being understood and agreed that
such rights and remedies may be  exercised by the  Administrative  Agent for the
benefit of the Lenders under the terms of this  Agreement.  The Lenders  further
agree that this  Guaranty  may not be enforced  against any  director,  officer,
employee or stockholder of the Guarantors.

     Section 10.9 Confirmation of Payment.

     The  Administrative  Agent and the Lenders will, upon request after payment
of the Credit  Party  Obligations  which are the  subject of this  Guaranty  and
termination of the Commitments  relating thereto,  confirm to the Borrower,  the
Guarantors or any other Person that the Credit Party  Obligations have been paid
in  full  and  the  Commitments  relating  thereto  terminated,  subject  to the
provisions of Section 10.2.



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


BORROWER:                                   MPS GROUP, INC.,
                                            a Florida corporation

                                            By:
                                            Name:    Robert P. Crouch
                                            Title:   Senior Vice President,
                                                     Chief Financial Officer
                                                     and Treasurer

                                   [Signatures Continue on Following Pages]




<PAGE>




GUARANTORS:           Accounting Principals, Ltd.,
                        a Pennsylvania limited partnership
                        By:      MODIS, GP, INC.,
                                 a Florida corporation and its General Partner
                      Beeline.com, Inc.,
                        a Florida corporation
                      Idea Integration Corp.,
                        a Florida corporation
                      MPS IP Services Corp.,
                        a Florida corporation
                      Modis Consulting Partners, Inc.,
                        a Texas corporation
                      Modis GP, Inc.,
                        a Florida corporation
                      Modis LP-2, Inc.,
                        a Florida corporation
                      Special Counsel, Inc.,
                        a Maryland corporation


                                            By:
                                            Name:    Robert P. Crouch
                                            Title:   Senior Vice President
                                                     and Treasurer of each of
                                                     the foregoing


                      ENTEGEE, Inc.,
                        a Massachusetts corporation
                      MODIS, INC.,
                        a Florida corporation


                                            By:
                                            Name:    Robert P. Crouch
                                            Title:   Treasurer of each of the
                                                     foregoing

                                  [Signatures Continue on Following Pages]






<PAGE>

                      MPS ASSET MANAGEMENT CORP.,
                        a Florida corporation
                      SOLIANT HEALTH, INC.,
                        a Georgia corporation


                                            By:
                                            Name:    Robert P. Crouch
                                            Title:   Authorized Representative
                                                     of each of the foregoing

                                   [Signatures Continue on Following Pages]



<PAGE>




ADMINISTRATIVE AGENT
AND LENDER:                WACHOVIA BANK, NATIONAL ASSOCIATION,
                                  as Administrative Agent and as a Lender


                                            By:
                                            Name:
                                            Title:

                         (Signatures Continue on Following Pages]


<PAGE>



LENDERS:                   Fleet National Bank,
                                   as Syndication Agent and as a Lender


                                            By:
                                            Name:
                                            Title:

                          [Signatures Continue on Following Pages]


<PAGE>



 Lenders:                   Lloyds TSb Bank Plc,
                                 as a Co-Documentation Agent and as a Lender


                                            By:
                                            Name:
                                            Title:

                                            By:
                                            Name:
                                            Title:

                          [Signatures Continue on Following Pages]


<PAGE>



                              SunTrust Bank,
                                  as a Co-Documentation Agent and as a Lender


                                            By:
                                            Name:
                                            Title:

                           [Signatures Continue on Following Pages]


<PAGE>



                            Merrill LYNCH BUSINESS FINANCIAL SERVICES Inc.,
                                  as a Co-Documentation Agent and as a Lender


                                            By:
                                            Name:
                                            Title:

                           [Signatures Continue on Following Pages]


<PAGE>


                              BRANCH BANKING AND TRUST COMPANY,
                                      as a Lender


                                            By:
                                            Name:
                                            Title:


                            [Signatures Continue on Following Page]

<PAGE>
                             LASAlle Bank, National association,
                                      as a Lender


                                            By:
                                            Name:
                                            Title:

                                        [End of Signatures]