<PAGE>

                                                                   EXHIBIT 10.46

                           REVOLVING CREDIT AGREEMENT

                            DATED AS OF APRIL 5, 2002

                                      AMONG

                         SYKES ENTERPRISES, INCORPORATED

                                   AS BORROWER

                   THE LENDERS FROM TIME TO TIME PARTY HERETO

                                       AND

                                  SUNTRUST BANK

                  AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

                                       AND

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                              AS SYNDICATION AGENT



                   SUNTRUST ROBINSON HUMPHREY CAPITAL MARKETS,
                  A DIVISION OF SUNTRUST CAPITAL MARKETS, INC.,
                        AS LEAD ARRANGER AND BOOK MANAGER


<PAGE>

                                TABLE OF CONTENTS

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                                                                                                                     Page
                                                                                                                     ----
<S>                                                                                                                  <C>
ARTICLE I DEFINITIONS; CONSTRUCTION..............................................................................      1

         Section 1.1   Definitions...............................................................................      1

         Section 1.2   Classifications of Loans and Borrowings...................................................     16

         Section 1.3   Accounting Terms and Determination........................................................     16

         Section 1.4   Terms Generally...........................................................................     17

ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS...................................................................     17

         Section 2.1   General Description of Facilities.........................................................     17

         Section 2.2   Revolving Loans...........................................................................     17

         Section 2.3   Procedure for Revolving Borrowings........................................................     18

         Section 2.4   Swingline Commitment......................................................................     18

         Section 2.5   Procedure for Swingline Borrowing; Etc. ..................................................     18

         Section 2.6   Funding of Borrowings.....................................................................     19

         Section 2.7   Interest Elections........................................................................     20

         Section 2.8   Optional Reduction and Termination of Commitments.........................................     21

         Section 2.9   Repayment of Loans........................................................................     21

         Section 2.10   Evidence of Indebtedness.................................................................     22

         Section 2.11   Prepayments..............................................................................     22

         Section 2.12   Interest on Loans........................................................................     23

         Section 2.13   Fees.....................................................................................     24

         Section 2.14   Computation of Interest and Fees.........................................................     24

         Section 2.15   Inability to Determine Interest Rates....................................................     25

         Section 2.16   Illegality...............................................................................     25

         Section 2.17   Additional Interest Costs................................................................     25

         Section 2.18   Increased Costs..........................................................................     26

         Section 2.19   Funding Indemnity........................................................................     27

         Section 2.20   Taxes....................................................................................     27
</TABLE>


                                       i
<PAGE>

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<S>                                                                                                                   <C>
         Section 2.21   Payments Generally; Pro Rata Treatment; Sharing of Set-offs..............................     28

         Section 2.22   Mitigation of Obligations; Replacement of Lenders........................................     29

         Section 2.23   Letters of Credit........................................................................     30

ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT..................................................     33

         Section 3.1   Conditions To Effectiveness...............................................................     33

         Section 3.2   Each Credit Event.........................................................................     35

         Section 3.3   Delivery of Documents.....................................................................     35

ARTICLE IV REPRESENTATIONS AND WARRANTIES........................................................................     35

         Section 4.1   Existence; Power..........................................................................     35

         Section 4.2   Organizational Power; Authorization.......................................................     36

         Section 4.3   Governmental Approvals; No Conflicts......................................................     36

         Section 4.4   Financial Statements......................................................................     36

         Section 4.5   Litigation and Environmental Matters......................................................     36

         Section 4.6   Compliance with Laws and Agreements.......................................................     36

         Section 4.7   Investment Company Act, Etc. .............................................................     36

         Section 4.8   Taxes.....................................................................................     37

         Section 4.9   Margin Regulations........................................................................     37

         Section 4.10   ERISA....................................................................................     37

         Section 4.11   Ownership of Property....................................................................     37

         Section 4.12   Disclosure...............................................................................     37

         Section 4.13   Labor Relations..........................................................................     37

         Section 4.14   Insurance................................................................................     38

         Section 4.15   Subsidiaries.............................................................................     38

         Section 4.16   Principal Place of Business..............................................................     38

         Section 4.17   Solvency.................................................................................     38

         Section 4.18   Pledge Agreements........................................................................     38

ARTICLE V AFFIRMATIVE COVENANTS..................................................................................     38

         Section 5.1   Financial Statements and Other Information................................................     38
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                   <C>
         Section 5.2   Notices of Material Events................................................................     39

         Section 5.3   Existence; Conduct of Business............................................................     40

         Section 5.4   Compliance with Laws, Etc. ...............................................................     40

         Section 5.5   Payment of Obligations....................................................................     40

         Section 5.6   Books and Records.........................................................................     40

         Section 5.7   Visitation, Inspection, Etc. .............................................................     40

         Section 5.8   Maintenance of Properties; Insurance......................................................     41

         Section 5.9   Use of Proceeds and Letters of Credit.....................................................     41

         Section 5.10   Additional Subsidiaries..................................................................     41

         Section 5.11   Pledged Shares...........................................................................     41

         Section 5.12   Further Assurances.......................................................................     41

ARTICLE VI FINANCIAL COVENANTS...................................................................................     42

         Section 6.1   Leverage Ratio............................................................................     42

         Section 6.2   Fixed Charge Coverage Ratio...............................................................     42

         Section 6.3   Consolidated Net Worth....................................................................     42

ARTICLE VII NEGATIVE COVENANTS...................................................................................     42

         Section 7.1   Indebtedness..............................................................................     42

         Section 7.2   Negative Pledge...........................................................................     43

         Section 7.3   Fundamental Changes.......................................................................     44

         Section 7.4   Investments, Loans, Capital Expenditures, Etc. ...........................................     44

         Section 7.5   Restricted Payments.......................................................................     45

         Section 7.6   Sale of Assets............................................................................     45

         Section 7.7   Transactions with Affiliates..............................................................     46

         Section 7.8   Restrictive Agreements....................................................................     46

         Section 7.9   Sale and Leaseback Transactions...........................................................     46

         Section 7.10   Hedging Agreements.......................................................................     46

         Section 7.11   Amendment to Material Documents..........................................................     46

         Section 7.12   Accounting Changes.......................................................................     46
</TABLE>


                                      iii
<PAGE>

<TABLE>
<S>                                                                                                                   <C>
ARTICLE VIII EVENTS OF DEFAULT...................................................................................     47

         Section 8.1   Events of Default.........................................................................     47

ARTICLE IX THE ADMINISTRATIVE AGENT..............................................................................     49

         Section 9.1   Appointment of Administrative Agent.......................................................     49

         Section 9.2   Nature of Duties of Administrative Agent..................................................     49

         Section 9.3   Lack of Reliance on the Administrative Agent..............................................     50

         Section 9.4   Certain Rights of the Administrative Agent................................................     50

         Section 9.5   Reliance by Administrative Agent..........................................................     50

         Section 9.6   The Administrative Agent in its Individual Capacity.......................................     50

         Section 9.7   Successor Administrative Agent............................................................     50

ARTICLE X MISCELLANEOUS..........................................................................................     51

         Section 10.1   Notices..................................................................................     51

         Section 10.2   Waiver; Amendments.......................................................................     52

         Section 10.3   Expenses; Indemnification................................................................     53

         Section 10.4   Successors and Assigns...................................................................     54

         Section 10.5   Governing Law; Jurisdiction; Consent to Service of Process...............................     56

         Section 10.6   WAIVER OF JURY TRIAL.....................................................................     56

         Section 10.7   Right of Setoff..........................................................................     56

         Section 10.8   Counterparts; Effectiveness; Integration.................................................     57

         Section 10.9   Survival.................................................................................     57

         Section 10.10  Severability.............................................................................     57

         Section 10.11  Confidentiality..........................................................................     57

         Section 10.12  Interest Rate Limitation.................................................................     57

         Section 10.13  Currency Conversion......................................................................     58

         Section 10.14  Exchange Rates...........................................................................     58

         Section 10.15  Redenomination of Certain Foreign Currencies.............................................     59

         Section 10.16  Complete Agreement.......................................................................     59
</TABLE>


                                       iv
<PAGE>

<TABLE>
<S>                             <C>     <C>
Schedules

         Schedule I             -       Pricing Grid
         Schedule 1.1-A                 Foreign Currency Bank Accounts
         Schedule 1.1-B                 Investment Policy
         Schedule 4.5                   Pending or Threatened Litigation
         Schedule 4.15          -       Subsidiaries
         Schedule 4.16          -       Principal Place of Business
         Schedule 7.1           -       Outstanding Indebtedness
         Schedule 7.2           -       Existing Liens
         Schedule 7.4           -       Existing Investments
         Schedule I-D           -       To the Subsidiary Guarantee Agreement
         Schedule I-D-1         -       To Supplement No.___ to the Subsidiary Guarantee Agreement
         Schedule I-E           -       To the Indemnity, Subrogation and Contribution Agreement
         Schedule I-E-1         -       To Supplement No.___ to the Indemnity, Subrogation and Contribution
                                        Agreement

         Schedule I-F           -       To the Pledge Agreement
         Schedule II-F          -       To the Pledge Agreement

         Annex I-D              -       To the Subsidiary Guarantee Agreement
         Annex I-E              -       To the Indemnity, Subrogation and Contribution Agreement

Exhibits

         Exhibit A              -       Form of Revolving Credit Note
         Exhibit B              -       Form of Swingline Note
         Exhibit C              -       Form of Assignment and Acceptance
         Exhibit D              -       Form of Subsidiary Guarantee Agreement
         Exhibit E              -       Form of Indemnity, Subrogation and Contribution Agreement
         Exhibit F              -       Form of Pledge Agreement



         Exhibit 2.1                    Form of Lender Addition Agreement
         Exhibit 2.3            -       Form of Notice of Revolving Borrowing
         Exhibit 2.5                    Form of Notice of Swingline Borrowing
         Exhibit 2.7            -       Form of Continuation/Conversion
         Exhibit 3.1(b)(vi)     -       Form of Secretary's Certificate
         Exhibit 3.1(b)(ix)     -       Form of Officer's Certificate
         Exhibit 5.1(c)                 Form of Covenant Compliance Certificate
</TABLE>


                                       v
<PAGE>

                           REVOLVING CREDIT AGREEMENT

                  THIS REVOLVING CREDIT AGREEMENT (this "Agreement") is made and
entered into as of April 5, 2002, by and among SYKES ENTERPRISES, INCORPORATED,
a Florida corporation (the "Borrower"), the several banks and other financial
institutions from time to time party hereto (the "Lenders"), and SUNTRUST BANK,
in its capacity as Administrative Agent for the Lenders (the "Administrative
Agent") and in its capacity as Collateral Agent for the Lenders (the "Collateral
Agent").

                              W I T N E S S E T H:

                  WHEREAS, the Borrower has requested that the Lenders establish
in its favor a revolving credit facility in the aggregate principal amount of up
to $60,000,000 (which may be increased up to the aggregate principal amount of
$75,000,000 by the addition of New Lenders after the Closing Date as provided in
Section 2.1), with a swingline subfacility in the aggregate principal amount of
up to $10,000,000 and a letter of credit subfacility in the aggregate principal
amount of up to $15,000,000 thereunder;

                  WHEREAS, the Borrower has further requested that a portion of
such revolving credit facility and such letter of credit subfacility be made and
issued in certain currencies other than U.S. dollars in an aggregate principal
amount of up to the U.S. dollar equivalent of $25,000,000;

                  WHEREAS, subject to the terms and conditions of this
Agreement, the Lenders severally, to the extent of their respective Commitments,
are willing to establish the requested revolving credit facility.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Borrower, the Lenders and the
Administrative Agent agree as follows:

                                   ARTICLE I

                            DEFINITIONS; CONSTRUCTION

                  SECTION 1.1 DEFINITIONS. In addition to the other terms
defined herein, the following terms used herein shall have the meanings herein
specified (to be equally applicable to both the singular and plural forms of the
terms defined):

                  "ADJUSTED LIBO RATE" shall mean, with respect to each Interest
Period for a Eurocurrency Borrowing the rate per annum obtained by dividing (i)
LIBOR for such Interest Period by (ii) a percentage equal to 1.00 minus the
Eurocurrency Reserve Percentage.

                  "ADMINISTRATIVE AGENT" shall have the meaning assigned to such
term in the opening paragraph hereof.

                  "ADMINISTRATIVE QUESTIONNAIRE" shall mean, with respect to
each Lender, an administrative questionnaire in the form prepared by the
Administrative Agent and submitted to the Administrative Agent duly completed by
such Lender.

                  "AFFILIATE" shall mean, as to any Person, any other Person
that directly, or indirectly through one or more intermediaries, Controls, is
Controlled by, or is under common Control with, such Person.

                  "AGGREGATE REVOLVING COMMITMENTS" shall mean the sum of the
Revolving Commitments of all Lenders at any time outstanding. On the Closing
Date, the Aggregate Revolving Commitments equal the U.S. Dollar Equivalent of
$60,000,000.


                                       1
<PAGE>

                  "APPLICABLE LENDING OFFICE" shall mean, for each Lender and
for each Type of Loan, the "Lending Office" of such Lender (or an Affiliate of
such Lender) designated for such Type of Loan in the Administrative
Questionnaire submitted by such Lender or such other office of such Lender (or
an Affiliate of such Lender) as such Lender may from time to time specify to the
Administrative Agent and the Borrower as the office by which its Loans of such
Type are to be made and maintained.

                  "APPLICABLE MARGIN" shall mean, as of any date, with respect
to all Eurocurrency Borrowings and Base Rate Borrowings outstanding on such
date, the percentage per annum designated in the "Pricing Grid" attached hereto
as Schedule I as applicable to Eurocurrency Borrowings or Base Rate Borrowings,
as the case may be, based on the Leverage Ratio. The Applicable Margin for
Eurocurrency Borrowings shall initially be 1.25% and the Applicable Margin for
Base Rate Borrowings shall initially be 0.25%; provided, however, that
commencing with the delivery to the Administrative Agent of the Borrower's
financial statements required by Section 5.1(a) or (b) and the compliance
certificate required by Section 5.1(c) for the fiscal year ended December 31,
2001 and for each fiscal quarter in each fiscal year thereafter, the Applicable
Margin shall be reset to the percentage designated in Schedule I based on the
Leverage Ratio as of the last day of such fiscal quarter then ended, such
Applicable Margin being effective as of the second Business Day following the
date that the Administrative Agent receives such financial statements and
certificate; and provided further, however, that if at any time the Borrower
shall have failed to deliver such financial statements and certificate when due,
the Applicable Margin shall be at Level IV until such time as such financial
statements and certificate are delivered, at which time the Applicable Margin
shall be determined as provided above.

                  "APPLICABLE PERCENTAGE" shall mean, as of any date, with
respect to the commitment fee, the percentage per annum designated in the
"Pricing Grid" attached hereto as Schedule I based on the Leverage Ratio and the
Utilization Rate. The Applicable Percentage shall initially be 0.50%; provided,
however, that commencing with delivery to the Administrative Agent of the
Borrower's financial statements required by Section 5.1(a) or (b) and the
compliance certificate required by section 5.1(c) for the fiscal year ended
December 31, 2001 and for each fiscal quarter in each fiscal year thereafter,
the Applicable Percentage shall be reset to the percentage designated in
Schedule I based on the Leverage Ratio as of the last day of such fiscal quarter
then ended and the Utilization Rate for said fiscal quarter; such Applicable
Percentage being effective as of the second Business Day following the date that
the Administrative Agent receives such financial statements and certificate; and
provided further, however, that if any time the Borrower shall have failed to
deliver such financial statements and certificate when due, the Applicable
Percentage shall be at Level IV and a Utilization Rate of less than 50% until
such time as such financial statements and certificate are delivered, at which
time the Applicable Percentage shall be determined as provided above.

                  "ASSET DISPOSITION" shall mean any 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 the Borrower or any Subsidiary
whether by sale, lease, transfer or otherwise.

                  "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and
acceptance entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 10.4(b)) and accepted by the
Administrative Agent, in the form of Exhibit C attached hereto or any other form
approved by the Administrative Agent.

                  "AVAILABILITY PERIOD" shall mean the period from the Closing
Date to the Commitment Termination Date.

                  "BASE RATE" shall mean the higher of (a) the per annum rate
which the Administrative Agent publicly announces from time to time to be its
prime lending rate, as in effect from time to time, and (b) the Federal Funds
Rate, as in effect from time to time, plus one-half of one percent (0.50%). The
Administrative Agent's prime lending rate is a reference rate and does not
necessarily represent the lowest or best rate charged to customers. The
Administrative Agent may make commercial loans or other loans at rates of
interest at, above or below the Administrative Agent's prime lending rate. Each
change in the Administrative Agent's prime lending rate or in the Federal Funds
Rate shall be effective from and including the date such change is effective.
"BASE RATE" when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, bears interest at a rate
determined by reference to the Base Rate.


                                       2
<PAGE>

                  "BORROWER" shall have the meaning assigned to such term in the
opening paragraph hereof.

                  "BORROWING" shall mean a borrowing consisting of (a) Loans of
the same Class and Type, made, converted or continued on the same date and, in
the case of Eurocurrency Loans, as to which a single Interest Period is in
effect or (b) a Swingline Loan.

                   "BUSINESS DAY" shall mean any day that is not a Saturday,
Sunday or other day on which commercial banks in Atlanta, Georgia and New York,
New York are authorized or required by law to close; provided, that when used in
connection with (a) a Borrowing of, a payment or prepayment of principal or
interest on, a conversion of or into, or an Interest Period for, a Eurocurrency
Loan or (b) an issuance of a Letter of Credit, (i) in a Foreign Currency other
than Euros, the term "BUSINESS DAY" shall also exclude any day on which banks
are not open for dealings in deposits in the applicable currency in the London
interbank market, and (ii) in Euros, the term "BUSINESS DAY" shall also exclude
any day on which the TARGET payment system is not open for settlement of
payments in Euros.

                  "CALCULATION DATE" shall mean the last Business Day of each
calendar quarter.

                  "CANADIAN DOLLARS" shall mean the lawful money of Canada.

                  "CAPITAL EXPENDITURES" shall mean for any period, without
duplication, (a) the additions to property, plant and equipment and other
capital expenditures of the Borrower and its Subsidiaries that are (or would be)
set forth on a consolidated statement of cash flows of the Borrower for such
period prepared in accordance with GAAP and (b) Capital Lease Obligations
incurred by the Borrower and its Subsidiaries during such period.

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

                  "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 having maturities of not more than twelve (12)
months from the date of acquisition, (b) time deposits and certificates of
deposits maturing within one year from the date of acquisition thereof or
repurchase agreements with financial institutions whose short-term unsecured
debt rating is A or above as obtained from either S&P or Moody's, (c) commercial
paper or Eurocommercial paper with a rating of at least A-1 by S&P or at least
P-1 by Moody's, with maturities of not more than twelve (12) months from the
date of acquisition, (d) repurchase obligations entered into with any Lender, or
any other Person whose short-term senior unsecured debt rating from S&P is at
least A-1 or from Moody's is at least P-1, which are secured by a fully
perfected security interest in any obligation of the type described in (a) above
and has a market value of the time such repurchase is entered into of not less
than 100% of the repurchase obligation of such Lender or such other Person
thereunder, (e) marketable direct obligations issued by any state of the United
States of America or any political subdivision of any such state or any public
instrumentality thereof maturing within twelve (12) months from the date of
acquisition thereof or providing for the resetting of the interest rate
applicable thereto not less often than annually and, at the time of acquisition,
having one of the two highest ratings obtainable from either S&P or Moody's, and
(f) money market funds which have at least $1,000,000,000 in assets and which
invest primarily in securities of the types described in clauses (a) through (e)
above.

                  "CHANGE IN CONTROL" shall mean the occurrence of one or more
of the following events: (a) any sale, lease, exchange or other transfer (in a
single transaction or a series of related transactions) of all or substantially


                                       3
<PAGE>

all of the assets of the Borrower to any Person or "group" (within the meaning
of the Securities Exchange Act of 1934 and the rules of the Securities and
Exchange Commission thereunder in effect on the date hereof), (b) the
acquisition of ownership, directly or indirectly, beneficially or of record, by
any Person or "group" (within the meaning of the Securities Exchange Act of 1934
and the rules of the Securities and Exchange Commission thereunder as in effect
on the date hereof), other than John Sykes, of 30% or more of the outstanding
shares of the Voting Stock of the Borrower; or (c) occupation of a majority of
the seats (other than vacant seats) on the board of directors of the Borrower by
Persons who were neither (i) nominated or appointed by the current board of
directors or (ii) appointed by directors so nominated or appointed.

                  "CHANGE IN LAW" shall mean (a) the adoption of any applicable
law, rule or regulation after the date of this Agreement, (b) any change in any
applicable law, rule or regulation, or any change in the interpretation or
application thereof, by any Governmental Authority after the date of this
Agreement, or (c) compliance by any Lender (or its Applicable Lending Office) or
the Issuing Bank (or for purposes of Section 2.16(b), by such Lender's or the
Issuing Bank's holding company, if applicable) with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement.

                  "CLASS", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans or Swingline Loans and when used in reference to any Commitment,
refers to whether such Commitment is a Revolving Commitment or a Swingline
Commitment.

                  "CLOSING DATE" shall mean the date on which the conditions
precedent set forth in Section 3.1 and Section 3.2 have been satisfied or waived
in accordance with Section 10.2.

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

                  "COLLATERAL" shall mean a collective reference to the
"Collateral" which is identified in, and at any time will be covered by, each
Pledge Agreement.

                  "COLLATERAL AGENT" shall have the meaning assigned to such
term in the opening paragraph hereof.

                  "COMMITMENT" shall mean a Revolving Commitment or a Swingline
Commitment or any combination thereof (as the context shall permit or require).

                  "COMMITMENT TERMINATION DATE" shall mean the earliest of (a)
May 31, 2005, (b) the date on which the Revolving Commitments are terminated
pursuant to Section 2.8 and (c) the date on which all amounts outstanding under
this Agreement have been declared or have automatically become due and payable
(whether by acceleration or otherwise) in accordance with Section 8.1.

                  "CONFIDENTIAL MEMORANDUM" shall mean the Confidential
Memorandum dated February 2002, relating to the Borrower and the transactions
contemplated by this Agreement and the other Loan Documents.

                  "CONSOLIDATED EBIT" shall mean, for the Borrower and its
Subsidiaries for any period, an amount equal to the sum of (a) Net Income for
such period plus (b) to the extent deducted in determining Net Income for such
period, (i) Interest Expense, (ii) income tax expense, (iii) for any period
ending on or prior to September 30, 2002 only, one-time restructuring and
impairment charges not to exceed $16,100,000 for the fiscal year ended 2001, and
(iv) all other non-cash charges, determined on a consolidated basis in
accordance with GAAP in each case for such period.

                  "CONSOLIDATED EBITDA" shall mean, for the Borrower and its
Subsidiaries for any period, an amount equal to the sum of Consolidated EBIT
plus depreciation and amortization, determined on a consolidated basis in
accordance with GAAP in each case for such period.

                  "CONSOLIDATED EBITR" shall mean, for the Borrower and its
Subsidiaries for any period, an amount equal to the sum of (a) Consolidated EBIT
and (b) Consolidated Lease Expense.


                                       4
<PAGE>

                  "CONSOLIDATED FIXED CHARGES" shall mean, for the Borrower and
its Subsidiaries for any period, an amount equal to the sum (without
duplication) of (a) Consolidated Interest Expense for such period and (b)
Consolidated Lease Expense for such period.

                  "CONSOLIDATED INTEREST EXPENSE" shall mean, for the Borrower
and its Subsidiaries for any period determined on a consolidated basis in
accordance with GAAP, the sum of (a) total cash interest expense, including
without limitation the interest component of any payments in respect of Capital
Lease Obligations capitalized or expensed during such period (whether or not
actually paid during such period) plus (b) the net amount payable (or minus the
net amount receivable) under Hedging Agreements during such period (whether or
not actually paid or received during such period).

                  "CONSOLIDATED LEASE EXPENSE" shall mean, for any period, the
aggregate amount of fixed and contingent rentals payable by the Borrower and its
Subsidiaries with respect to leases of real and personal property (excluding
capital leases) determined on a consolidated basis in accordance with GAAP for
such period.

                   "CONSOLIDATED NET INCOME" shall mean, for any period, the net
income (or loss) of the Borrower and its Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP, but excluding therefrom (to the
extent otherwise included therein) (a) any extraordinary gains or losses, (b)
any gains attributable to write-ups of assets, (c) any equity interest of the
Borrower or any Subsidiary of the Borrower in the unremitted earnings of any
Person that is not a Subsidiary and (d) any income (or loss) of any Person
accrued prior to the date it becomes a Subsidiary or is merged into or
consolidated with the Borrower or any Subsidiary on the date that such Person's
assets are acquired by the Borrower or any Subsidiary.

                  "CONSOLIDATED NET WORTH" shall mean, as of any date, (a) the
total assets of the Borrower and its Subsidiaries that would be reflected on the
Borrower's consolidated balance sheet as of such date prepared in accordance
with GAAP, after eliminating all amounts properly attributable to minority
interests, if any, in the stock and surplus of Subsidiaries, minus (b) the total
liabilities of the Borrower and its Subsidiaries (including all amounts properly
attributable to minority interests, if any, in the stock and surplus of
subsidiaries) that would be reflected on the Borrower's consolidated balance
sheet as of such date prepared in accordance with GAAP.

                  "CONSOLIDATED TOTAL DEBT" shall mean, as of any date of
determination, all Indebtedness of the Borrower and its Subsidiaries that would
be reflected on a consolidated balance sheet of the Borrower prepared in
accordance with GAAP as of such date (other than Indebtedness described in
clause (k) of the definition thereof) including, but not limited to, all
outstanding Loans and LC Disbursements.

                  "CONTROL" shall mean the power, directly or indirectly, either
to (a) vote 5% or more of securities having ordinary voting power for the
election of directors (or persons performing similar functions) of a Person or
(b) direct or cause the direction of the management and policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
The terms "CONTROLLING", "CONTROLLED BY", and "UNDER COMMON CONTROL WITH" have
meanings correlative thereto.

                  "DEFAULT" shall mean any condition or event that, with the
giving of notice or the lapse of time or both, would constitute an Event of
Default.

                  "DEFAULT INTEREST" shall have the meaning assigned to such
term in Section 2.11(b).

                  "DOMESTIC LOAN PARTY" shall mean any Loan Party that is
incorporated or organized under the laws of any State of the United States or
the District of Columbia.

                  "DOMESTIC SUBSIDIARY" shall mean any Subsidiary that is
incorporated or organized under the laws of any State of the United States or
the District of Columbia.

                  "EMU LEGISLATION" shall mean the legislative measures of the
European Union for the introduction of, changeover to or operation of the Euro
in one or more member states.


                                       5
<PAGE>

                  "ENVIRONMENTAL LAWS" shall mean all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by or with any Governmental
Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, Release or threatened Release of any
Hazardous Material or to health and safety matters.

                  "ENVIRONMENTAL LIABILITY" shall mean any liability, contingent
or otherwise (including any liability for damages, costs of environmental
investigation and remediation, costs of administrative oversight, fines, natural
resource damages, penalties or indemnities), of the Borrower or any Subsidiary
directly or indirectly resulting from or based upon (a) any actual or alleged
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
any actual or alleged exposure to any Hazardous Materials, (d) the Release or
threatened Release of any Hazardous Materials or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

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

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

                  "ERISA EVENT" shall mean (a) any "reportable event", as
defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Plan (other than an event for which the 30-day notice period is
waived); (b) the existence with respect to any Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by the Borrower or any of
its ERISA Affiliates of any liability under Title IV of ERISA with respect to
the termination of any Plan; (e) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator appointed by the PBGC of any
notice relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (f) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

                  "EURO" shall mean the single currency of the European Union as
constituted by the Treaty on European Union and as referred to in the EMU
Legislation.

                  "EUROCURRENCY" when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
bears interest at a rate determined by reference to, the Adjusted LIBO Rate.

                  "EUROCURRENCY RESERVE PERCENTAGE" shall mean, with respect to
any currency, the aggregate of the maximum reserve percentages (including,
without limitation, any emergency, supplemental, special or other marginal
reserves) expressed as a decimal (rounded upwards to the next 1/100th of 1%) in
effect on any day to which the Administrative Agent is subject with respect to
the Adjusted LIBO Rate pursuant to regulations issued by the Board of Governors
of the Federal Reserve System (or any Governmental Authority succeeding to any
of its principal functions) with respect to eurocurrency funding (currently
referred to as "eurocurrency liabilities" under Regulation D) or by any
Governmental Authority of the jurisdiction of such currency or any jurisdiction
in which Loans in such currency are made to which banks in such jurisdiction are
subject for any category of deposits or liabilities customarily used to fund
loans in such currency or by reference to which interest rates applicable to
loans in such currency are determined. Eurocurrency Loans shall be deemed to
constitute eurocurrency funding and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under Regulation D or any other
applicable law, rule or regulation. The


                                       6
<PAGE>

Eurocurrency Reserve Percentage shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

                  "EVENT OF DEFAULT" shall have the meaning provided in Article
VIII.

                  "EXCHANGE RATE" shall mean on any day, for purposes of
determining the U.S. Dollar Equivalent of any Foreign Currency, the offered spot
rate of exchange of the Administrative Agent or, if the Administrative Agent
shall so determine, one of its affiliates, at or about 10:00 a.m. (Atlanta,
Georgia time) on such date, at which such Foreign Currency may be sold for U.S.
Dollars for delivery two Business Days later; provided that if at the time of
any such determination, for any reason, no such spot rate is being quoted, the
Administrative Agent, after consultation with the Borrower, may use any
reasonable method it deems appropriate to determine such rate, and such
determination shall be conclusive absent manifest error.

                  "EXCLUDED TAXES" shall mean with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment to be
made by or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 2.22(b), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement (or designates a new lending office) or is attributable to
such Foreign Lender's failure to comply with Section 2.20(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 2.20(a).

                  "FEDERAL FUNDS RATE" shall mean, for any day, the rate per
annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
member banks of the Federal Reserve System arranged by Federal funds brokers, as
published by the Federal Reserve Bank of New York on the next succeeding
Business Day or if such rate is not so published for any Business Day, the
Federal Funds Rate for such day shall be the average rounded upwards, if
necessary, to the next 1/100th of 1% of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by the Administrative Agent.

                  "FIXED CHARGE COVERAGE RATIO" shall mean, for any period of
four consecutive fiscal quarters of the Borrower and its Subsidiaries on a
consolidated basis, the ratio of (a) Consolidated EBITR for such period to (b)
Consolidated Fixed Charges for such period.

                  "FOREIGN CURRENCY" shall mean Euros, Canadian Dollars, Pounds
and/or Krona, as applicable, made available by the Lenders hereunder for the
making of Eurocurrency Loans or the issuance of Letters of Credit.

                  "FOREIGN CURRENCY COMMITMENT" shall mean that portion of the
Aggregate Revolving Commitments that may be used by the Borrower for the making
of Eurocurrency Loans by the Lenders or for the issuance of Letters of Credit by
the Issuing Bank in any Foreign Currency in an aggregate U.S. Dollar Equivalent
principal amount not to exceed, subject to the further provisions of this
Agreement, $25,000,000, as such amount may be reduced from time to time pursuant
to the terms of this Agreement.

                  "FOREIGN CURRENCY PAYMENT ACCOUNTS" shall mean those bank
accounts specified on Schedule 1.1-A for receipt of payments, both from the
Lenders and the Borrower, in any Foreign Currency, as specified on Schedule
1.1-A, or such other bank accounts as may hereafter be specified by the
Administrative Agent in writing to the Borrower and the Lenders as being the
applicable bank accounts for receipt of payments in such currencies.

                  "FOREIGN LENDER" shall mean any Lender that is organized under
the laws of a jurisdiction other than that of the Borrower. For purposes of this
definition, the United States of America or any State thereof or the District of
Columbia shall constitute one jurisdiction.


                                       7
<PAGE>

                  "FOREIGN PLAN" means any pension, profit sharing, deferred
compensation, or other employee benefit plan, program or arrangement maintained
by any foreign Subsidiary of the Borrower which, under applicable local law, is
required to be funded through a trust or other funding vehicle, but shall not
include any benefit provided by a foreign government or its agencies.

                  "FOREIGN SUBSIDIARY" shall mean, with respect to any Person,
any Subsidiary of such Person that is not a Domestic Subsidiary.

                  "GAAP" shall mean generally accepted accounting principles in
the United States applied on a consistent basis and subject to the terms of
Section 1.3.

                  "GOVERNMENTAL APPROVALS" shall mean all authorizations,
consents, approvals, permits, licenses and exemptions of, registrations and
filings with, and reports to, all Governmental Authorities including, without
limitation, all licenses, permits, authorizations, waivers, privileges and
franchises which are necessary under any applicable Requirement of Law for the
Borrower or any Subsidiary to legally own and operate its property and carry on
its business.

                  "GOVERNMENTAL AUTHORITY" shall mean the government of the
United States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

                  "GUARANTEE" of or by any Person (the "GUARANTOR") shall mean
any obligation, contingent or otherwise, of the guarantor guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "PRIMARY OBLIGOR") in any manner, whether directly or
indirectly and including any obligation, direct or indirect, of the guarantor
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued in support of
such Indebtedness or obligation; provided, that the term "Guarantee" shall not
include endorsements for collection or deposits in the ordinary course of
business. The amount of any Guarantee shall be deemed to be an amount equal to
the stated or determinable amount of the primary obligation in respect of which
Guarantee is made or, if not so stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required to
perform thereunder) as determined by such Person in good faith. The term
"Guarantee" used as a verb has a corresponding meaning.

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

                  "HEDGING AGREEMENTS" shall mean interest rate swap, cap or
collar agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts, foreign exchange agreements,
commodity agreements and other similar agreements or arrangements designed to
protect against fluctuations in interest rates, currency values or commodity
values.

                  "INDEBTEDNESS" of any Person shall mean, without duplication
(a) all obligations of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments,
(c) all obligations of such Person in respect of the deferred purchase price of
property or services (other than trade payables incurred in the ordinary course
of business; provided, that for purposes of Section 8.1(f), trade payables
overdue by more than 120 days shall be included in this definition except to the
extent that any of such trade payables are being disputed in good faith and by
appropriate measures); and further provided, that the Borrower's contractual
obligations (i) to Cisco Systems Capital Corporation ("CISCO") pursuant to that
certain agreement dated February 5, 2002 that requires the Borrower to pay the
sum of $910,791 to Cisco on each of April


                                       8
<PAGE>

1, 2002, April 1, 2003 and April 1, 2004 for software maintenance, and (ii) to
Devine, Inc. f/k/a E-Share ("DEVINE") pursuant to that certain agreement dated
June 13, 2000 that requires the Borrower to pay to Devine the sum of $2,400,000
in 2002 and $2,300,000 in 2003 for the purchase of software licenses and various
services, shall not be included in this definition, (d) all obligations of such
Person under any conditional sale or other title retention agreement(s) relating
to property acquired by such Person, (e) all Capital Lease Obligations of such
Person, (f) all obligations, contingent or otherwise, of such Person in respect
of letters of credit, acceptances or similar extensions of credit, (g) all
Guarantees of such Person of the type of Indebtedness described in clauses (a)
through (e) above, (h) all Indebtedness of a third party secured by any Lien on
property owned by such Person, whether or not such Indebtedness has been assumed
by such Person, (i) all obligations of such Person, contingent or otherwise, to
purchase, redeem, retire or otherwise acquire for value any common stock of such
Person, (j) Off-Balance Sheet Liabilities and (k) all obligations under any
Hedging Arrangements. The Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer, except to the extent that the terms of such
Indebtedness provide that such Person is not liable therefor.

                  "INDEMNIFIED TAXES" shall mean Taxes other than Excluded
Taxes.

                  "INDEMNITY AND CONTRIBUTION AGREEMENT" shall mean the
Indemnity, Subrogation and Contribution Agreement, substantially in the form of
Exhibit E, among the Borrower, the Subsidiary Guarantors and the Administrative
Agent, and any and all modifications, amendments, supplements or restatements
thereof.

                   "INTEREST PERIOD" shall mean (i) with respect to any
Eurocurrency Borrowing, a period of one, three or six months and (ii) with
respect to a Swingline Loan, a period of such duration not to exceed seven (7)
days, as the Borrower may request and the Swingline Lender may agree in
accordance with Section 2.5; provided, that:

                  (a) the initial Interest Period for such Borrowing shall
         commence on the date of such Borrowing (including the date of any
         conversion from a Borrowing of another Type) and each Interest Period
         occurring thereafter in respect of such Borrowing shall commence on the
         day on which the next preceding Interest Period expires;

                  (b) if any Interest Period would otherwise end on a day other
         than a Business Day, such Interest Period shall be extended to the next
         succeeding Business Day, unless, in the case of a Eurocurrency
         Borrowing, such Business Day falls in another calendar month, in which
         case such Interest Period would end on the next preceding Business Day;

                  (c) any Interest Period which 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 such calendar month; and

                  (d) no Interest Period may extend beyond the Commitment
         Termination Date or the Swingline Termination Date, as the case may be.

For purposes hereof, the date of a Borrowing initially shall be the date on
which such Borrowing is made and thereafter shall be the effective date of the
most recent conversion or continuation of such Borrowing.

                  "ISSUING BANK" shall mean SunTrust Bank or any other Lender,
each in its capacity as an issuer of Letters of Credit pursuant to Section 2.23.

                  "KRONA" shall mean the lawful money of Sweden.

                  "LC COMMITMENT" shall mean that portion of the Aggregate
Revolving Commitments that may be used by the Borrower for the issuance of
Letters of Credit (in U.S. Dollars or in any Foreign Currency) in an aggregate
face amount not to exceed, subject to the further provisions of this Agreement,
$15,000,000.

                  "LC DISBURSEMENT" shall mean a payment made by the Issuing
Bank pursuant to a Letter of Credit.


                                       9
<PAGE>

                  "LC DOCUMENTS" shall mean the Letters of Credit and all
applications, agreements and instruments relating to the Letters of Credit.

                  "LC EXPOSURE" shall mean, at any time, the sum of (a) the
aggregate undrawn amount of all outstanding Letters of Credit denominated in
U.S. Dollars at such time, plus (b) the aggregate of the U.S. Dollar Equivalents
of the undrawn amounts of all outstanding Letters of Credit denominated in a
Foreign Currency at such time, plus (c) the aggregate amount of all LC
Disbursements denominated in U.S. Dollars that have not been reimbursed by or on
behalf of the Borrower at such time, plus (d) the aggregate of the U.S. Dollar
Equivalent of the amounts of all LC Disbursements denominated in a Foreign
Currency that have not been reimbursed by or on behalf of the Borrower at such
time. The LC Exposure of any Lender shall be its Pro Rata Share of the total LC
Exposure at such time.

                  "LENDER ADDITION AGREEMENT" shall have the meaning assigned to
such term in Section 2.1.

                  "LENDERS" shall have the meaning assigned to such term in the
opening paragraph of this Agreement and shall include, where appropriate, the
Swingline Lender.

                  "LETTER OF CREDIT" shall mean any letter of credit issued by
the Issuing Bank pursuant to Section 2.21 for the account of the Borrower
pursuant to the LC Commitment.

                  "LEVERAGE RATIO" shall mean, for any period of four
consecutive fiscal quarters of the Borrower and its Subsidiaries on a
consolidated basis, the ratio of (a) Consolidated Total Debt for such period to
(b) Consolidated EBITDA for such period.

                  "LIBOR" shall mean, relative to any Interest Period for each
Eurocurrency Borrowing in any applicable Foreign Currency, the rate per annum
quoted at or about 11:00 a.m. (London, England time) two Business Days before
the commencement of such Interest Period on that page of the Reuters, Telerate
or Bloomberg reporting service (as then being used by the Administrative Agent
to obtain such interest rate quotes) that displays British Bankers' Association
interest settlement rates for deposits in the applicable Foreign Currency of
such Eurocurrency Borrowing, or if such page or such service shall cease to be
available, such other page or other service (as the case may be) for the purpose
of displaying British Bankers' Association interest settlement rates as
reasonably determined by the Administrative Agent upon advising the Borrower as
to the use of any such other service. If for any reason any such settlement
interest rate for such Interest Period is not available to the Administrative
Agent through any such interest rate reporting service, then "LIBOR" with
respect to such Eurocurrency Borrowing will be the rate at which the
Administrative Agent is offered deposits for such applicable currency in the
U.S. Dollar Equivalent amount of such Eurocurrency Borrowing for a period
approximately equal to such Interest Period in the London interbank market at
10:00 a.m. (Atlanta, Georgia time) two Business Days before the commencement of
such Interest Period.

                  "LIEN" shall mean any mortgage, pledge, security interest,
lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment,
deposit arrangement, or other arrangement having the practical effect of the
foregoing or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement and any capital lease having
the same economic effect as any of the foregoing).

                  "LOAN DOCUMENTS" shall mean, collectively, this Agreement, the
Notes (if any), the LC Documents, all Notices of Borrowing, the Subsidiary
Guarantee Agreement, the Indemnity and Contribution Agreement, all Pledge
Agreements and any and all other instruments, agreements, documents and writings
executed in connection with any of the foregoing (excluding, however, any
Hedging Agreement relating to Obligations entered into with any counterparty
that was a Lender (or an Affiliate thereof) at the time such Hedging Agreement
was entered into).

                  "LOAN PARTIES" shall mean the Borrower and the Subsidiary Loan
Parties.


                                       10
<PAGE>

                  "LOANS" shall mean all Revolving Loans and Swingline Loans in
the aggregate or any of them, as the context shall require.

                  "MATERIAL ADVERSE EFFECT" shall mean, with respect to any
event, act, condition or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, or governmental investigation or
proceeding), whether singly or in conjunction with any other event or events,
act or acts, condition or conditions, occurrence or occurrences whether or not
related, a material adverse change in, or a material adverse effect on, (a) the
business, results of operations, financial condition, assets, liabilities or
prospects of the Borrower and of the Borrower and its Subsidiaries taken as a
whole, (b) the ability of the Loan Parties to perform any of their respective
obligations under the Loan Documents, (c) the rights and remedies of the
Administrative Agent, the Issuing Bank and the Lenders under any of the Loan
Documents or (d) the legality, validity or enforceability of any of the Loan
Documents.

                  "MATERIAL INDEBTEDNESS" shall mean Indebtedness (other than
the Loans and Letters of Credit) to a single Person and such Person's Affiliates
or obligations in respect of one or more Hedging Agreements, of any one or more
of the Borrower and the Subsidiaries in an aggregate principal amount exceeding
$5,000,000. For purposes of determining Material Indebtedness, the "principal
amount" of the obligations of the Borrower or any Subsidiary in respect to any
Hedging Agreement at any time shall be the maximum aggregate amount (giving
effect to any netting agreements) that the Borrower or such Subsidiary would be
required to pay if such Hedging Agreement were terminated at such time.

                  "MATERIAL SUBSIDIARY" shall mean, as of any date of
determination, (a) a direct or indirect Domestic Subsidiary of the Borrower or
(b) a direct Foreign Subsidiary of a Domestic Loan Party, in each case that,
together with its Subsidiaries on a consolidated basis, during the most recently
ended four fiscal quarter period accounts for (or to which may be attributed)
15% or more of the Consolidated EBITDA or assets of the Borrower and its
Subsidiaries.

                  "MAXIMUM RATE" shall have the meaning set forth in Section
10.12.

                  "MOODY'S" shall mean Moody's Investors Service, Inc., or any
successor thereto.

                  "MULTIEMPLOYER PLAN" shall have the meaning set forth in
Section 4001(a)(3) of ERISA.

                  "NET CASH PROCEEDS" shall mean the aggregate cash proceeds
received by the Borrower or any Subsidiary in respect of any Asset Disposition,
net of (a) direct costs (including, without limitation, legal, accounting and
investment banking fees, and sales commissions), (b) amounts held in escrow to
be applied as part of the purchase price, or otherwise subject, pursuant to
contract, to rights of the purchaser as a reduction or return of the purchase
price, of any Asset Disposition, (c) in the case of any Asset Disposition,
amounts required to be paid to the holder of any Indebtedness permitted by
Section 7.1 and secured by a Lien on the assets being sold or otherwise disposed
of in such Asset Disposition, or (d) 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 the Borrower or any Subsidiary in any Asset
Disposition and any cash released from escrow or from adjustment rights of the
purchaser as part of the purchase price in connection with any Asset
Disposition.

                  "NEW LENDER" shall have the meaning assigned to such term in
Section 2.1.

                  "NOTES" shall mean, collectively, the Revolving Credit Notes
and the Swingline Notes.

                  "NOTICES OF BORROWING" shall mean, collectively, the Notices
of Revolving Borrowing and the Notices of Swingline Borrowings.

                  "NOTICE OF CONVERSION/CONTINUATION" shall mean the notice
given by the Borrower to the Administrative Agent in respect of the conversion
or continuation of an outstanding Borrowing as provided in Section 2.7(b)
hereof.


                                       11
<PAGE>

                  "NOTICE OF REVOLVING BORROWING" shall have the meaning as set
forth in Section 2.3.

                  "NOTICE OF SWINGLINE BORROWING" shall have the meaning as set
forth in Section 2.5.

                  "OBLIGATIONS" shall mean all amounts owing by the Borrower to
the Administrative Agent, the Issuing Bank or any Lender (including the
Swingline Lender) pursuant to or in connection with this Agreement or any other
Loan Document, including without limitation, all principal, interest (including
any interest accruing after the filing of any petition in bankruptcy or the
commencement of any insolvency, reorganization or like proceeding relating to
the Borrower, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding), all reimbursement obligations, fees, expenses,
indemnification and reimbursement payments, costs and expenses (including all
fees and expenses of counsel to the Administrative Agent and any Lender
(including the Swingline Lender) incurred pursuant to this Agreement or any
other Loan Document), whether direct or indirect, absolute or contingent,
liquidated or unliquidated, now existing or hereafter arising hereunder or
thereunder, together with all renewals, extensions, modifications or
refinancings thereof.

                  "OFF-BALANCE SHEET LIABILITIES" of any Person shall mean (a)
any repurchase obligation or liability of such Person with respect to accounts
or notes receivable sold by such Person, (b) any liability of such Person under
any sale and leaseback transactions which do not create a liability on the
balance sheet of such Person, (c) any liability of such Person under any
so-called "synthetic" lease transaction or (d) any obligation arising with
respect to any other transaction which is the functional equivalent of or takes
the place of borrowing but which does not constitute a liability on the balance
sheet of such Person.

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

                  "PARTICIPANT" shall have the meaning set forth in Section
10.4(c).

                  "PAYMENT OFFICE" shall mean the office of the Administrative
Agent located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or such
other location as to which the Administrative Agent shall have given written
notice to the Borrower and the other Lenders.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation
referred to and defined in ERISA, and any successor entity performing similar
functions.

                  "PERMITTED ENCUMBRANCES" shall mean:

                  (a) Liens (other than Liens created or imposed under ERISA)
         imposed by law for taxes, assessments or governmental charge or levies
         not yet due or which are being contested in good faith by appropriate
         proceedings and with respect to which adequate reserves are being
         maintained in accordance with GAAP (and as to which the property
         subject to such Lien is not yet subject to foreclosure, sale or loss on
         account thereof);

                  (b) statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, materialmen and other Liens imposed by law
         created in the ordinary course of business for amounts not yet due or
         which are being contested in good faith by appropriate proceedings and
         with respect to which adequate reserves are being maintained in
         accordance with GAAP (and as to which the property subject to such Lien
         is not yet subject to foreclosure, sale or loss on account thereof);

                  (c) pledges and deposits made in the ordinary course of
         business in compliance with workers' compensation, unemployment
         insurance and other social security laws or regulations;

                  (d) deposits to secure the performance of bids, trade
         contracts, leases, statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature (exclusive of
         obligations for the payment of borrowed money), in each case in the
         ordinary course of business;


                                       12
<PAGE>

                  (e) judgment and attachment Liens not giving rise to an Event
         of Default or Liens created by or existing from any litigation or legal
         proceeding that are currently being contested in good faith by
         appropriate proceedings and with respect to which adequate reserves are
         being maintained in accordance with GAAP (and as to which the property
         subject to such Lien is not yet subject to foreclosure, sale or loss on
         account thereof);

                  (e) easements, zoning restrictions, rights-of-way and similar
         encumbrances on real property imposed by law or arising in the ordinary
         course of business that do not secure any monetary obligations and do
         not materially detract from the value of the affected property or
         materially interfere with the ordinary conduct of business of the
         Borrower and its Subsidiaries taken as a whole; and

                  (f) Liens created by or pursuant to the Pledge Agreements or
         any of the other Loan Documents;

provided, except as set forth in clause (f) above, that the term "Permitted
Encumbrances" shall not include any Lien securing Indebtedness.

                  "PERMITTED INVESTMENTS" shall mean those Investments that are
consistent with the Borrower's investment policy set forth in Schedule 1.1-B.

                  "PERSON" shall mean any individual, partnership, firm,
corporation, association, joint venture, limited liability company, trust or
other entity, or any Governmental Authority.

                  "PLAN" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                  "PLEDGE AGREEMENTS" shall mean, collectively, each separate
Pledge Agreement, substantially in the form of Exhibit F, made by the Borrower
or, if applicable, a Subsidiary Pledgor in favor of the Collateral Agent for the
benefit of the Lenders, and any and all modifications, amendments, supplements
or restatements thereof.

                  "PLEDGED SHARES" shall mean, collectively, all issued and
outstanding shares of Capital Stock of the Subsidiary Pledgees.

                  "POUNDS" shall mean the lawful money of the United Kingdom.

                  "PRO RATA SHARE" shall mean, with respect to any Lender at any
time, a percentage, the numerator of which shall be the sum of such Lender's
Revolving Commitment and the denominator of which shall be the sum of all
Lenders' Revolving Commitments; or if the Revolving Commitments have been
terminated or expired or if the Loans have been declared to be due and payable,
a percentage, the numerator of which shall be the sum of such Lender's Revolving
Credit Exposure and the denominator of which shall be the sum of the aggregate
Revolving Credit Exposure of all Lenders.

                  "REGULATION D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System, as the same may be in effect from time
to time, and any successor regulations.

                  "RELATED PARTIES" shall mean, with respect to any specified
Person, such Person's Affiliates and the respective directors, officers,
employees, agents and advisors of such Person and such Person's Affiliates.

                  "RELEASE" means any release, spill, emission, leaking,
dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching
or migration into the environment (including ambient air, surface water,
groundwater, land surface or subsurface strata) or within any building,
structure, facility or fixture.


                                       13
<PAGE>

                  "REQUIRED LENDERS" shall mean, at any time, Lenders holding
51% or more of the aggregate outstanding Revolving Credit Exposures at such time
or if the Lenders have no Revolving Credit Exposure outstanding, then Lenders
holding 51% or more of the Aggregate Revolving Commitments.

                  "REQUIREMENT OF LAW" shall mean, as to any Person, the
articles or certificate of incorporation and bylaws or other organizational or
governing documents of such Person, and each law, rule, regulation or treaty, 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 Person or any of its property is subject.

                  "RESET DATE" shall have the meaning set forth in Section
10.14.

                  "RESPONSIBLE OFFICER" shall mean any of the president, the
chief executive officer, the chief operating officer, the chief financial
officer, the treasurer or a vice president of the Borrower or such other
representative of the Borrower as may be designated in writing by any one of the
foregoing with the consent of the Administrative Agent; and, with respect to the
financial covenants only, the chief financial officer or the treasurer of the
Borrower.

                  "RESTRICTED PAYMENT" shall have the meaning set forth in
Section 7.5.

                  "REVOLVING BORROWING" shall mean a Borrowing under a Revolving
Loan.

                  "REVOLVING COMMITMENT" shall mean, with respect to each
Lender, the obligation of such Lender to make Revolving Loans to the Borrower
and to participate in Letters of Credit and Swingline Loans in an aggregate
principal amount not exceeding the U.S. Dollar Equivalent of the amount set
forth with respect to such Lender on the signature pages to this Agreement, or
in the case of a Person becoming a Lender after the Closing Date as permitted by
(a) Section 2.1, the amount of the new "Revolving Commitment" as provided in the
Lender Addition Agreement executed by such Person as a New Lender or (b) Section
10.4, the amount of the assigned "Revolving Commitment" as provided in the
Assignment and Acceptance Agreement executed by such Person as an assignee, as
the same may be changed pursuant to terms hereof.

                  "REVOLVING CREDIT EXPOSURE" shall mean, with respect to any
Lender at any time, the sum of (a) the outstanding principal amount of such
Lender's Revolving Loans denominated in U.S. Dollars, plus (b) the U.S. Dollar
Equivalent of the outstanding principal amount of such Lender's Revolving Loans
denominated in any Foreign Currency, plus (c) such Lender's LC Exposure, plus
(d) such Lender's Swingline Exposure.

                  "REVOLVING CREDIT NOTE" shall mean a promissory note of the
Borrower payable to the order of a requesting Lender in the principal amount of
such Lender's Revolving Commitment, in substantially the form of Exhibit A, and
any and all renewals, extensions or modifications of any thereof.

                  "REVOLVING LOAN" shall mean a loan made by a Lender (other
than the Swingline Lender) to the Borrower under its Revolving Commitment, which
may either be a Base Rate Loan or a Eurocurrency Loan.

                  "S&P" shall mean Standard & Poor's, or any successor thereto.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "SOLVENT" or "SOLVENCY" shall mean, with respect to any Person
as of a particular date, that on such date (a) such Person is able to realize
upon its assets and pay its debts and other liabilities, contingent obligations
and other commitments as they mature in the normal course of business, (b) such
Person does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's ability to pay as such debts and liabilities
mature in their ordinary course, (c) such Person is not engaged in a business or
a transaction, and is not about to engage in a business or a transaction, for
which such Person's properties and assets would constitute unreasonably small
capital after giving due consideration to the prevailing practice in the
industry in which such Person is engaged or is to engage, (d) the fair value of
the properties and assets of such Person is greater than the total amount of
liabilities, including, without limitation, contingent liabilities, of such
Person and (e) the present fair


                                       14
<PAGE>

saleable value of the properties and assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its
debts as they become absolute and matured. In computing the amount of contingent
liabilities at any time, it is intended that such liabilities will be computed
at the amount which, in light of all the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability.

                  "SUBSIDIARY" shall mean, with respect to any Person (the
"PARENT"), any corporation, partnership, joint venture, limited liability
company, association or other entity the accounts of which would be consolidated
with those of the parent in the parent's consolidated financial statements if
such financial statements were prepared in accordance with GAAP as of such date,
as well as any other corporation, partnership, joint venture, limited liability
company, association or other entity (a) of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the
ordinary voting power, or in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, Controlled or held,
or (b) that is, as of such date, otherwise Controlled, by the parent or one or
more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent. Unless otherwise indicated, all references to "SUBSIDIARY" hereunder
shall mean a Subsidiary of the Borrower.

                  "SUBSIDIARY GUARANTEE AGREEMENT" shall mean the Subsidiary
Guarantee Agreement, substantially in the form of Exhibit D, made by the
Subsidiary Guarantors in favor of the Administrative Agent for the benefit of
the Lenders, and any and all modifications, amendments, supplements or
restatements thereof.

                  "SUBSIDIARY GUARANTORS" shall mean, collectively, Sykes
Realty, Inc., a Florida corporation, Sykes Global Holdings, LLC, a Delaware
limited liability company, Sykes LP Holdings, LLC, a Delaware limited liability
company, Sykes Financial Services, Inc., a Maryland corporation, and Sykes
Enterprises - South Africa, Inc., a Florida corporation, and all other direct
and indirect Material Subsidiaries of the Borrower (excluding, however, Foreign
Subsidiaries), now or at any time hereafter in existence.

                  "SUBSIDIARY LOAN PARTY" shall mean each Subsidiary Guarantor
and, if applicable, Subsidiary Pledgor.

                  "SUBSIDIARY PLEDGEES" shall mean, collectively, (a) each of
the Subsidiary Guarantors and all other direct and indirect Material
Subsidiaries that are Domestic Subsidiaries, now or at any time hereafter in
existence, and (b) McQueen International, Limited, a Scottish corporation, and
all other direct Material Subsidiaries that are Foreign Subsidiaries, now or at
any time hereafter in existence.

                  "SUBSIDIARY PLEDGORS" shall mean, collectively, all direct and
indirect Material Subsidiaries that own the Capital Stock of any Subsidiary
Pledgee, if any, now or at time hereafter in existence.

                  "SWINGLINE COMMITMENT" shall mean the commitment of the
Swingline Lender to make Swingline Loans in an aggregate principal amount at any
time outstanding not to exceed $10,000,000.

                  "SWINGLINE EXPOSURE" shall mean, with respect to each Lender,
the principal amount of the Swingline Loans in which such Lender is legally
obligated either to make a Base Rate Loan or to purchase a participation in
accordance with Section 2.5, which shall equal such Lender's Pro Rata Share of
all outstanding Swingline Loans.

                  "SWINGLINE LENDER" shall mean SunTrust Bank, or any other
Lender that may agree to make Swingline Loans hereunder.

                  "SWINGLINE LOAN" shall mean a loan made to the Borrower by the
Swingline Lender under the Swingline Commitment.

                  "SWINGLINE NOTE" shall mean the promissory note of the
Borrower payable to the order of the Swingline Lender in the principal amount of
the Swingline Commitment, substantially in the form of Exhibit B.


                                       15
<PAGE>

                  "SWINGLINE RATE" shall mean, for any Interest Period, the Base
Rate or the rate as offered by the Administrative Agent and accepted by the
Borrower. The Borrower is under no obligation to accept this rate and the
Administrative Agent is under no obligation to provide it.

                  "SWINGLINE TERMINATION DATE" shall mean the date that is seven
(7) Business Days prior to the Commitment Termination Date.

                  "TARGET" shall mean the Trans-European Automated Real-Time
Gross Settlement Express Transfer system.

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

                  "TYPE", when used in reference to a Loan or Borrowing, refers
to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Base
Rate.

                  "U.S. DOLLAR(S)" and the sign "$" shall mean lawful money of
the United States of America.

                  "U.S. DOLLAR EQUIVALENT" shall mean, on any date of
determination, (a) with respect to any amount in U.S. Dollars, such amount, and
(b) with respect to any amount in any Foreign Currency, the equivalent in U.S.
Dollars of such amount, determined by the Administrative Agent pursuant to
Section 10.14 using the applicable Exchange Rate with respect to such Foreign
Currency at the time in effect under the provisions of such Section.

                  "UTILIZATION RATE" shall mean the percentage rate determined
by dividing (a) the U.S. Dollar Equivalent of the average outstanding Revolving
Credit Exposure (excluding, however, any Swingline Exposure) during the
applicable fiscal quarter of measurement of the Borrower by (b) the average
aggregate Revolving Commitments in effect during such fiscal quarter.

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

                  "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 to vote has
been suspended by the happening of such a contingency.

                  SECTION 1.2 CLASSIFICATIONS OF LOANS AND BORROWINGS. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g. a "Revolving Loan" or "Swingline Loan") or by Type (e.g. a "Eurocurrency
Loan" or "Base Rate Loan") or by Class and Type (e.g. "Revolving Eurocurrency
Loan"). Borrowings also may be classified and referred to by Class (e.g.
"Revolving Borrowing") or by Type (e.g. "Eurocurrency Borrowing") or by Class
and Type (e.g. "Revolving Eurocurrency Borrowing").

                  SECTION 1.3 ACCOUNTING TERMS AND DETERMINATION. Unless
otherwise defined or 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 as in effect from time to time, applied on a basis
consistent (except for such changes approved by the Borrower's independent
public accountants) with the most recent audited consolidated financial
statements of the Borrower delivered pursuant to Section 5.1(a); provided, that
if the Borrower notifies the Administrative Agent that the Borrower wishes to
amend any covenant in Article VI 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 Article VI 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.


                                       16
<PAGE>

                  SECTION 1.4 TERMS GENERALLY. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". In the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including" and the word
"to" means "to but excluding". Unless the context requires otherwise (i) any
definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document
as it was originally executed or as it may from time to time be amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (ii) any reference
herein to any Person shall be construed to include such Person's successors and
permitted assigns, (iii) the words "hereof", "herein" and "hereunder" and words
of similar import shall be construed to refer to this Agreement as a whole and
not to any particular provision hereof, (iv) all references to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles,
Sections, Exhibits and Schedules to this Agreement and (v) all references to a
specific time shall be construed to refer to the time in the city and state of
the Administrative Agent's principal office, unless otherwise indicated.

                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENTS

                  SECTION 2.1 GENERAL DESCRIPTION OF FACILITIES. Subject to and
upon the terms and conditions herein set forth, (a) the Lenders hereby establish
in favor of the Borrower a revolving credit facility pursuant to which the
Lenders severally agree (to the extent of each Lender's Pro Rata Share up to
such Lender's Revolving Commitment) to make Revolving Loans to the Borrower in
accordance with Section 2.2, (b) the Swingline Lender agrees to make Swingline
Loans in accordance with Section 2.4, (c) the Issuing Bank agrees to issue
Letters of Credit in accordance with Section 2.23, and (d) each Lender agrees to
purchase a participation interest in the Swingline Loans and the Letters of
Credit pursuant to the terms and conditions hereof; provided, that in no event
shall (x) the Revolving Credit Exposure of any Lender (determined in accordance
with Section 10.14) exceed at any time its Revolving Commitment then in effect,
(y) the sum of the aggregate Revolving Credit Exposures (determined in
accordance with Section 10.14) exceed at any time the Aggregate Revolving
Commitments from time to time in effect, or (z) the U.S. Dollar Equivalent
amount of outstanding Revolving Loans and LC Obligations funded and issued in
Foreign Currency (determined in accordance with Section 10.14) exceed the
Foreign Currency Commitment from time to time in effect. The Aggregate Revolving
Commitments may be increased from time to time following additional syndication
to banks and other financial institutions acceptable to the Borrower and the
Administrative Agent; provided, that the Aggregate Revolving Commitments shall
not exceed $75,000,000. In order to effectuate such increase in the Aggregate
Revolving Commitments, the Borrower, the Administrative Agent and each bank or
financial institution which will become a Lender hereunder (a "NEW LENDER")
shall execute and deliver a Lender Addition Agreement, substantially in the form
of Exhibit 2.1 attached hereto (a "LENDER ADDITION AGREEMENT"). The increased
Aggregate Revolving Commitments as well as the Revolving Commitment for the New
Lender shall be set forth in the Lender Addition Agreement. As a condition to
the effectiveness of such Lender Addition Agreement, the Borrower shall deliver
to the Administrative Agent a Revolving Credit Note payable to the New Lender in
the face amount of the New Lender's Revolving Commitment.

                  SECTION 2.2 REVOLVING LOANS. Subject to the terms and
conditions set forth herein, each Lender severally agrees to make Revolving
Loans to the Borrower, from time to time during the Availability Period, in the
aggregate U.S. Dollar Equivalent principal amount outstanding at any time that
will not result in (a) such Lender's Revolving Credit Exposure (determined in
accordance with Section 10.14) exceeding such Lender's Revolving Commitment or
(b) the sum of the aggregate Revolving Credit Exposures of all Lenders
(determined in accordance with Section 10.14) exceeding the Aggregate Revolving
Commitments. Funding of any Revolving Loans shall be in any combination of U.S.
Dollars and Foreign Currency as specified by the Borrower as set forth in
Section 2.3; provided, that subject to the further applicable limitations set
forth in Section 2.23(a) with regard to the issuance of Letters of Credit, the
U.S. Dollar Equivalent amount of outstanding Revolving Loans and LC Obligations
funded and issued in Foreign Currency (determined, with respect to such
Revolving Loans and LC Obligations, in accordance with Section 10.14) shall at
no time exceed the Foreign Currency Commitment then in


                                       17
<PAGE>

effect. During the Availability Period, the Borrower shall be entitled to
borrow, prepay and reborrow Revolving Loans in accordance with the terms and
conditions of this Agreement; provided, that the Borrower may not borrow or
reborrow should there exist a Default or Event of Default.

                  SECTION 2.3 PROCEDURE FOR REVOLVING BORROWINGS. The Borrower
shall give the Administrative Agent written notice (or telephonic notice
promptly confirmed in writing) of each Revolving Borrowing substantially in the
form of Exhibit 2.3 attached hereto (a "NOTICE OF REVOLVING BORROWING") (a)
prior to 11:00 a.m. on the requested date of each Base Rate Borrowing, and (b)
prior to 11:00 a.m. three (3) Business Days prior to the requested date of each
Eurocurrency Borrowing. Each Notice of Revolving Borrowing shall be irrevocable
and shall specify:

                  (a) the aggregate principal amount of such Borrowing and, in
         the case of a Eurocurrency Borrowing, if applicable, the Foreign
         Currency in which such Eurocurrency Borrowing is to be funded,

                  (b) the date of such Borrowing (which shall be a Business
         Day),

                  (c) the Type of such Revolving Loan comprising such Borrowing,

                  (d) in the case of a Eurocurrency Borrowing, the duration of
         the initial Interest Period applicable thereto (subject to the
         provisions of the definition of Interest Period), and

                  (e) the location and number of the Borrower's account to which
         funds are to be disbursed, which shall comply with the requirements of
         Section 2.6 or other disbursement instructions that shall have been
         given by the Borrower to the Administrative Agent.

Subject to Section 2.15, each Revolving Borrowing shall consist entirely of Base
Rate Loans or Eurocurrency Loans, as the Borrower may request; provided, that
any Revolving Borrowings funded in Foreign Currency may only be outstanding as
Eurocurrency Loans. If any Notice of Revolving Borrowing requests a Eurocurrency
Borrowing but does not specify a currency, the Borrower shall be deemed to have
selected a currency in U.S. Dollars. If no Type of Borrowing is specified, then
the requested Borrowing shall be (a) in the case of a Borrowing denominated in
U.S. Dollars, a Base Rate Borrowing, and (b) in the case of any other Borrowing,
a Eurocurrency Borrowing. The aggregate principal amount of each Eurocurrency
Borrowing shall be not less than $2,500,000 or a larger multiple of $500,000 or,
in the case of a Eurocurrency Borrowing funded in a Foreign Currency, not less
than the U.S. Dollar Equivalent of $2,500,000 or a larger multiple of the U.S.
Dollar Equivalent of $500,000, and the aggregate principal amount of each Base
Rate Borrowing shall not be less than $1,000,000 or a larger multiple of
$100,000; provided, that Base Rate Loans made pursuant to Section 2.23(d) may be
made in lesser amounts as provided therein. At no time shall the total number of
Eurocurrency Borrowings outstanding at any time exceed ten (10). Promptly
following the receipt of a Notice of Revolving Borrowing in accordance herewith,
the Administrative Agent shall advise each Lender of the details thereof and the
amount of such Lender's Revolving Loan to be made as part of the requested
Revolving Borrowing.

                  SECTION 2.4 SWINGLINE COMMITMENT. Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Borrower, from time to time from the Closing Date to the Swingline
Termination Date, in an aggregate principal amount outstanding at any time not
to exceed the lesser of (a) the Swingline Commitment then in effect and (b) the
difference between the Aggregate Revolving Commitments and the sum of the
aggregate Revolving Credit Exposures of all Lenders; provided, that the
Swingline Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan. The Borrower shall be entitled to borrow, repay and
reborrow Swingline Loans in accordance with the terms and conditions of this
Agreement.

                  SECTION 2.5 PROCEDURE FOR SWINGLINE BORROWING; ETC.

                  (a) The Borrower shall give the Administrative Agent written
notice (or telephonic notice promptly confirmed in writing) of each Swingline
Borrowing ("NOTICE OF SWINGLINE BORROWING") prior to 11:00 a.m. on the requested
date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be


                                       18
<PAGE>

irrevocable and shall specify: (i) the principal amount of such Swingline Loan,
(ii) the date of such Swingline Loan (which shall be a Business Day) and (iii)
the account of the Borrower to which the proceeds of such Swingline Loan should
be credited. The Administrative Agent will promptly advise the Swingline Lender
of each Notice of Swingline Borrowing. Each Swingline Loan shall accrue interest
at the Swingline Rate or any other interest rate as agreed between the Borrower
and the Swingline Lender and shall have an Interest Period (subject to the
definition thereof) as agreed between the Borrower and the Swingline Lender. The
aggregate principal amount of each Swingline Loan shall be not less than
$500,000 or a larger multiple of $100,000, or such other minimum amounts agreed
to by the Swingline Lender and the Borrower. The Swingline Lender will make the
proceeds of each Swingline Loan available to the Borrower in U.S. Dollars in
immediately available funds at the account specified by the Borrower in the
applicable Notice of Swingline Borrowing not later than 1:00 p.m. on the
requested date of such Swingline Loan. The Administrative Agent will notify the
Lenders on a quarterly basis if any Swingline Loans occurred during such
quarter.

                  (b) The Swingline Lender, at any time and from time to time in
its sole discretion, may, on behalf of the Borrower (which hereby irrevocably
authorizes and directs the Swingline Lender to act on its behalf), give a Notice
of Revolving Borrowing to the Administrative Agent requesting the Lenders
(including the Swingline Lender) to make Base Rate Loans in an amount equal to
the unpaid principal amount of any Swingline Loan. Each Lender will make the
proceeds of its Base Rate Loan included in such Borrowing available to the
Administrative Agent for the account of the Swingline Lender in accordance with
Section 2.6, which will be used solely for the repayment of such Swingline Loan.

                  (c) If for any reason a Base Rate Borrowing may not be (as
determined in the sole discretion of the Administrative Agent), or is not, made
in accordance with the foregoing provisions, then each Lender (other than the
Swingline Lender) shall purchase an undivided participating interest in such
Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that
such Base Rate Borrowing should have occurred. On the date of such required
purchase, each Lender shall promptly transfer, in immediately available funds,
the amount of its participating interest to the Administrative Agent for the
account of the Swingline Lender. If such Swingline Loan bears interest at a rate
other than the Base Rate, such Swingline Loan shall automatically become a Base
Rate Loan on the effective date of any such participation and interest shall
become payable on demand.

Each Lender's obligation to make a Base Rate Loan pursuant to Section 2.5(b) or
to purchase the participating interests pursuant to Section 2.5(c) shall be
absolute and unconditional and shall not be affected by any circumstance,
including without limitation (i) any setoff, counterclaim, recoupment, defense
or other right that such Lender or any other Person may have or claim against
the Swingline Lender, the Borrower or any other Person for any reason
whatsoever, (ii) the existence of a Default or an Event of Default (other than
an Event of Default in existence at the time of the making of any Swingline Loan
by the Swingline Lender of which the Swingline Lender had actual knowledge) or
the termination of any Lender's Revolving Commitment, (iii) the existence (or
alleged existence) of any event or condition which has had or could reasonably
be expected to have a Material Adverse Effect, (iv) any breach of this Agreement
or any other Loan Document by the Borrower, the Administrative Agent or any
Lender or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing. If such amount is not in fact made
available to the Swingline Lender by any Lender, the Swingline Lender shall be
entitled to recover such amount on demand from such Lender, together with
accrued interest thereon for each day from the date of demand thereof at the
Federal Funds Rate. Until such time as such Lender makes its required payment,
the Swingline Lender shall be deemed to continue to have outstanding Swingline
Loans in the amount of the unpaid participation for all purposes of the Loan
Documents. In addition, such Lender shall be deemed to have assigned any and all
payments made of principal and interest on its Loans and any other amounts due
to it hereunder, to the Swingline Lender to fund the amount of such Lender's
participation interest in such Swingline Loans that such Lender failed to fund
pursuant to this Section, until such amount has been purchased in full.

                  SECTION 2.6 FUNDING OF BORROWINGS.

                  (a) Each Lender will make available each Loan to be made by it
hereunder and funded in U.S. Dollars on the proposed date thereof by wire
transfer in immediately available funds by 1:00 p.m. to the Administrative Agent
at the Payment Office; provided, that the Swingline Loans will be made as set
forth in Section 2.5. Each Lender will make available each Loan to be made by it
hereunder and funded in a Foreign


                                       19
<PAGE>

Currency on the proposed date thereof by wire transfer in immediately available
funds by 11:00 a.m. (local time at the bank where the applicable Foreign
Currency Payment Account is maintained) to the Foreign Currency Payment Account
for the benefit of the Administrative Agent. The Administrative Agent will make
such Loans available to the Borrower by promptly crediting the amounts that it
receives, in like funds by the close of business on such proposed date, to an
account maintained by the Borrower with the Administrative Agent or at the
Borrower's option, by effecting a wire transfer of such amounts to an account
designated by the Borrower to the Administrative Agent, provided, that Loans
made to finance the reimbursement of an LC Disbursement shall be remitted by the
Administrative Agent to the Issuing Bank.

                  (b) Unless the Administrative Agent shall have been notified
by any Lender (a) prior to 5:00 p.m. one (1) Business Day prior to the date of a
Borrowing denominated in U.S. Dollars and (b) prior to 5:00 p.m. two (2)
Business Days prior to the date of a Borrowing denominated in a Foreign
Currency, in each case in which such Lender is participating, that such Lender
will not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent on such date, and the
Administrative Agent, in reliance on such assumption, may make available to the
Borrower on such date a corresponding amount. If such corresponding amount is
not in fact made available to the Administrative Agent by such Lender on the
date of such Borrowing, the Administrative Agent shall be entitled to recover
such corresponding amount on demand from such Lender together with interest (a)
at the Federal Funds Rate for a Borrowing denominated in U.S. Dollars and (b) at
a rate equal to the Administrative Agent's overnight cost of funds, as
determined by the Administrative Agent in its sole discretion, for a Borrowing
denominated in a Foreign Currency, in each case, for up to two (2) days, and
thereafter at the rate specified for such Borrowing. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the Borrower, and the
Borrower shall immediately pay such corresponding amount to the Administrative
Agent together with interest at the rate specified for such Borrowing. Nothing
in this subsection shall be deemed to relieve any Lender from its obligation to
fund its Pro Rata Share of any Borrowing hereunder or to prejudice any rights
which the Borrower may have against any Lender as a result of any default by
such Lender hereunder.

                  (c) All Revolving Borrowings shall be made by the Lenders on
the basis of their respective Pro Rata Shares. No Lender shall be responsible
for any default by any other Lender in its obligations hereunder, and each
Lender shall be obligated to make its Loans provided to be made by it hereunder,
regardless of the failure of any other Lender to make its Loans hereunder.

                  SECTION 2.7 INTEREST ELECTIONS.

                  (a) Each Borrowing initially shall be of the Type specified in
the applicable Notice of Borrowing, and in the case of a Eurocurrency Borrowing,
shall have an initial Interest Period as specified in such Notice of Borrowing.
Thereafter, the Borrower may elect to convert such Borrowing into a different
Type or to continue such Borrowing, and in the case of a Eurocurrency Borrowing,
may elect Interest Periods therefor, all as provided in this Section. The
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. This
Section shall NOT apply to Swingline Borrowings, which may not be converted or
continued.

                  (b) To make an election pursuant to this Section, the Borrower
shall give the Administrative Agent prior written notice (or telephonic notice
promptly confirmed in writing) of each Borrowing (a "NOTICE OF
CONVERSION/CONTINUATION") that is to be converted or continued, as the case may
be, (i) prior to 11:00 a.m. on the requested date of a continuation of or
conversion into a Base Rate Borrowing, and (ii) prior to 11:00 a.m. three (3)
Business Days prior to the requested date of a continuation of or conversion
into a Eurocurrency Borrowing. Each such Notice of Conversion/Continuation shall
be irrevocable and shall specify (i) the Borrowing to which such Notice of
Continuation/Conversion applies and if different options are being elected with
respect to different portions thereof, the portions thereof that are to be
allocated to each resulting Borrowing (in which case the information to be
specified pursuant to clauses (iii) and (iv) shall be specified for each
resulting Borrowing); (ii) the effective date of the election made pursuant to
such Notice of Continuation/Conversion, which shall be a Business Day, (iii)
whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurocurrency
Borrowing; and (iv) if the resulting Borrowing is to be a Eurocurrency
Borrowing, the currency of such Borrowing and the Interest Period


                                       20
<PAGE>

applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of "Interest Period". If any such Notice of
Continuation/Conversion requests a Eurocurrency Borrowing but does not specify a
currency and/or an Interest Period, the Borrower shall be deemed to have
selected a currency in U.S. Dollars and an Interest Period of one month, as the
case may be. The principal amount of any resulting Borrowing shall satisfy the
minimum borrowing amount for Eurocurrency Borrowings and Base Rate Borrowings
set forth in Section 2.3.

                  (c) If, on the expiration of any Interest Period in respect of
any Eurocurrency Borrowing, the Borrower shall have failed to deliver a Notice
of Conversion/Continuation, then, unless such Borrowing is repaid as provided
herein, the Borrower shall be deemed to have elected to convert such Borrowing
to a Base Rate Borrowing (after converting, if necessary, the amount of such
Borrowing into U.S. Dollars as provided in Section 10.14). No Borrowing may be
converted into, or continued as, a Eurocurrency Borrowing if a Default or an
Event of Default exists, unless the Administrative Agent and each of the Lenders
shall have otherwise consented in writing and, absent such consent, the
obligation of the Lenders to fund Loans in a Foreign Currency, and to make,
continue or convert Loans into Eurocurrency Borrowings shall be suspended. No
conversion of any Eurocurrency Loans shall be permitted except on the last day
of the Interest Period in respect thereof.

                  (d) Upon receipt of any Notice of Conversion/Continuation, the
Administrative Agent shall promptly notify each Lender of the details thereof
and of such Lender's portion of each resulting Borrowing.

                  SECTION 2.8 OPTIONAL REDUCTION AND TERMINATION OF COMMITMENTS.

                  (a) Unless previously terminated, all Revolving Commitments
shall terminate on the Commitment Termination Date, except that the Swingline
Commitment shall terminate on the Swingline Termination Date.

(b) Upon at least three (3) Business Days' prior written notice (or telephonic
notice promptly confirmed in writing) to the Administrative Agent (which notice
shall be irrevocable), the Borrower may reduce the Aggregate Revolving
Commitments in part or terminate the Aggregate Revolving Commitments in whole;
provided, that (i) any partial reduction shall apply to reduce proportionately
and permanently the Revolving Commitment of each Lender, (ii) any partial
reduction pursuant to this Section 2.8 shall be in an amount of at least
$2,000,000 and any larger multiple of $1,000,000, and (iii) no such reduction
shall be permitted which would reduce the Aggregate Revolving Commitments to an
amount less than the outstanding Revolving Credit Exposures (after converting,
if necessary, any outstanding Eurocurrency Borrowings to their U.S. Dollar
Equivalent amounts in accordance with Section 10.14 and after giving effect to
payments on such proposed reduction date) of all Lenders. Any such reduction in
the Aggregate Revolving Commitments shall result in a proportionate reduction
(rounded to the next lowest integral multiple of $100,000 or, in the case of the
Foreign Currency Commitment, the U.S. Dollar Equivalent of $100,000) in the
Foreign Currency Commitment, the Swingline Commitment and the LC Commitment.

                  (c) The Administrative Agent shall give prompt notice to each
Lender of any such termination or reduction of the Revolving Commitments. Any
termination of the Revolving Commitments pursuant to this Section 2.8 is
permanent and may not be reinstated.

                  SECTION 2.9 REPAYMENT OF LOANS.

                  (a) The outstanding principal amount of all Revolving Loans
shall be due and payable (together with accrued and unpaid interest thereon) on
the Commitment Termination Date. The Borrower agrees to repay the principal
amount of each Eurocurrency Loan and the accrued and unpaid interest thereon in
the applicable Foreign Currency of such Eurocurrency Loan or, where such Foreign
Currency has converted to Euros, in Euros. Notwithstanding the foregoing, if,
after the making of any Eurocurrency Loan in any Foreign Currency, currency
control or exchange regulations are imposed in the country which issues such
Foreign Currency with the result that the type of Foreign Currency in which such
Eurocurrency Loan was made (the "ORIGINAL CURRENCY") no longer exists or the
Borrower is not able to make payment to the Administrative agent for the account
of the Lenders in such Original Currency, then all payments to be made by the
Borrower hereunder in such Original Currency shall instead be made when due in
U.S. Dollars in an amount equal to the U.S. Dollar Equivalent (as of the date of


                                       21
<PAGE>

repayment) of such payment due, it being the intention of the parties hereto
that the Borrower take all risks of the imposition of any such currency control
or exchange regulations.

                  (b) The principal amount of each Swingline Borrowing shall be
due and payable (together with accrued interest thereon) on the earlier of (i)
the last day of the Interest Period applicable to such Borrowing and (ii) the
Swingline Termination Date.

                  SECTION 2.10 EVIDENCE OF INDEBTEDNESS.

                  (a) Each Lender shall maintain in accordance with its usual
practice appropriate records evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender from time to time, including
the amounts of principal and interest payable thereon and paid to such Lender
from time to time under this Agreement. The Administrative Agent shall maintain
appropriate records in which shall be recorded (i) the Revolving Commitment of
each Lender, (ii) the amount of each Loan made hereunder by each Lender, the
Class and Type thereof and the currency and Interest Period applicable thereto,
(iii) the date of each continuation of all or a portion thereof pursuant to
Section 2.7, (iv) the date of each conversion of all or a portion thereof to
another Type pursuant to Section 2.7, (v) the date and amount of any principal
or interest due and payable or to become due and payable from the Borrower to
each Lender hereunder in respect of such Loans and (vi) both the date and amount
of any sum received by the Administrative Agent hereunder from the Borrower in
respect of the Loans and each Lender's Pro Rata Share thereof. The entries made
in such records shall be prima facie evidence of the existence and amounts of
the obligations of the Borrower therein recorded; provided, that the failure or
delay of any Lender or the Administrative Agent in maintaining or making entries
into any such record or any error therein shall not in any manner affect the
obligation of the Borrower to repay the Loans (both principal and unpaid accrued
interest) of such Lender in accordance with the terms of this Agreement.

                  (b) At the request of any Lender (including the Swingline
Lender) at any time, the Borrower agrees that it will execute and deliver to
such Lender a Revolving Credit Note payable to the order of such Lender and, in
the case of the Swingline Lender only, a Swingline Note. At the request of the
Borrower, any such Note may be executed and delivered by the Borrower outside of
the State of Florida in such location within the continental United States as
may be acceptable to the Administrative Agent, and the Administrative Agent or
such Lender will provide, if requested by the Borrower, reasonable
documentation, including affidavits, evidencing acceptance of such delivery in
such location.

                  SECTION 2.11 PREPAYMENTS.

                  (a) Mandatory Prepayments. The Borrower shall be required to
make mandatory principal prepayments from 100% of the Net Cash Proceeds
(including all Net Cash Proceeds received on any purchase money Indebtedness
held by the recipient of such Net Cash Proceeds) from any Asset Disposition
involving 5% or more of the total assets of the Borrower and its Subsidiaries on
a consolidated basis as reflected on the Borrower's most recent annual
consolidated balance sheet delivered to the Administrative Agent pursuant to
Section 5.1(a), unless such Net Cash Proceeds are fully reinvested by the
Borrower (or, if applicable, such Subsidiary) in replacement assets owned by the
Borrower or such Guarantor within eighteen (18) months from the date of closing
such Asset Disposition. In such case, the Borrower will deliver to the
Administrative Agent, concurrently with such prepayment, a certificate signed by
a Responsible Officer, in form and substance satisfactory to the Administrative
Agent, setting the forth the calculation of such Net Cash Proceeds. All such
prepayments shall be applied as follows: first, to any outstanding Swingline
Loans, second, to any outstanding Revolving Loans (but without a corresponding
permanent reduction in the Revolving Commitments), and last, after all Swingline
Loans and all Revolving Loans have been repaid, to the Borrower. Further, if at
any time after the Closing Date, the aggregate Revolving Credit Exposures shall
exceed the Aggregate Revolving Commitments, then (i) on the last day of any
Interest Period for any Eurocurrency Borrowing and (ii) on any other date in the
event Base Rate Borrowings shall be outstanding, the Borrower shall prepay
Revolving Loans in an amount equal to the lesser of (A) the amount necessary to
eliminate such excess (after giving effect to any other prepayment of Loans on
such date) and (B) the amount of the Borrowings referred to in clauses (i) and
(ii), as applicable. Further, if, on any Reset Date, (i) the aggregate Revolving
Credit Exposure exceeds 105% of the Aggregate Revolving Commitments then in
effect, or (ii) the sum of the U.S. Dollar Equivalent of (A) the aggregate
principal amount of outstanding Revolving Loans denominated in a Foreign
Currency, plus (B) the undrawn amounts of outstanding Letters of Credit
denominated in


                                       22
<PAGE>

a Foreign Currency, plus (C) the aggregate amount of LC Disbursements
denominated in a Foreign Currency that have not been reimbursed by or on behalf
of the Borrower exceeds 105% of the Foreign Currency Commitment then in effect,
then, in either such case, the Borrower shall be required to make mandatory
principal prepayments of such Revolving Loans in an aggregate amount sufficient
to eliminate such excess. Immediately upon determining the need to make any such
prepayment, the Borrower shall notify the Administrative Agent of such required
prepayment and of the identity of the particular Revolving Loans being prepaid.
If the Administrative Agent shall notify the Borrower that the Administrative
Agent has determined that any prepayment is required under this Section 2.11(a),
the Borrower shall make such prepayment no later than the second Business Day
following such notice. Any mandatory prepayment of Revolving Loans pursuant
hereto shall not be limited by the notice provision for prepayments set forth in
Section 2.11(b). Each such prepayment shall be accompanied by a payment of all
accrued and unpaid interest on the Loans prepaid and all amounts required
pursuant to Sections 2.17 and 2.19.

                  (b) Optional Prepayments. The Borrower shall have the right at
any time and from time to time to prepay any Borrowing, in whole or in part,
without premium or penalty, by giving irrevocable written notice (or telephonic
notice promptly confirmed in writing) to the Administrative Agent (i) in the
case of prepayment of any Eurocurrency Borrowing, prior to 11:00 a.m. three (3)
Business Days prior to any such prepayment, (ii) in the case of any prepayment
of any Base Rate Borrowing, prior to 11:00 a.m. on the date of such prepayment
and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date
of such prepayment. Each such notice shall be irrevocable and shall specify the
proposed date of such prepayment and the principal amount of each Borrowing or
portion thereof to be prepaid. Upon receipt of any such notice, the
Administrative Agent shall promptly notify each affected Lender of the contents
thereof and of such Lender's Pro Rata Share of any such prepayment. If such
notice is given, the aggregate amount specified in such notice shall be due and
payable on the date designated in such notice, together with accrued interest to
such date on the amount so prepaid in accordance with Section 2.12(d); provided,
that if a Eurocurrency Borrowing is prepaid on a date other than the last day of
an Interest Period applicable thereto, the Borrower shall also pay all amounts
required pursuant to Section 2.19. Each partial prepayment of any Loan (other
than a Swingline Loan) shall be in an amount that would be permitted in the case
of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3
or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a
Borrowing shall be applied ratably to the Loans comprising such Borrowing.

                  SECTION 2.12 INTEREST ON LOANS.

                  (a) The Borrower shall pay interest on each Base Rate Loan at
the Base Rate in effect from time to time and on each Eurocurrency Loan at the
Adjusted LIBO Rate for the applicable Interest Period in effect for such Loan
plus, in each case, the Applicable Margin in effect from time to time but, in no
event, to exceed the Maximum Rate.

                  (b) The Borrower shall pay interest on each Swingline Loan at
the Swingline Rate in effect from time to time but, in no event, to exceed the
Maximum Rate.

                  (c) While an Event of Default exists or after acceleration, at
the option of the Required Lenders, the Borrower shall pay interest ("DEFAULT
INTEREST") with respect to all Eurocurrency Loans at the rate otherwise
applicable for the then-current Interest Period plus an additional 2% per annum
until the last day of such Interest Period, and thereafter, and with respect to
all Base Rate Loans (including all Swingline Loans) and all other Obligations
hereunder (other than Loans), at an all-in rate in effect for Base Rate Loans,
plus an additional 2% per annum but, in no event, to exceed the Maximum Rate.

                  (d) Interest on the principal amount of all Loans shall accrue
from and including the date such Loans are made to but excluding the date of any
repayment thereof. Interest on all outstanding Base Rate Loans shall be payable
quarterly in arrears on the last day of each March, June, September and December
and on the Commitment Termination Date or the Maturity Date, as the case may be.
Interest on all outstanding Eurocurrency Loans shall be payable on the last day
of each Interest Period applicable thereto, and, in the case of any Eurocurrency
Loans having an Interest Period in excess of three months, on each day which
occurs every three months after the initial date of such Interest Period, and on
the Commitment Termination Date or the Maturity Date, as the case may be.
Interest on each Swingline Loan shall be payable on the maturity date of such
Loan, which shall be the last day of the Interest Period applicable thereto, and
on the Swingline Termination Date. Interest on any


                                       23
<PAGE>

Loan which is converted into a Loan of another Type or which is repaid or
prepaid shall be payable on the date of such conversion or on the date of any
such repayment or prepayment (on the amount repaid or prepaid) thereof. All
Default Interest shall be payable on demand.

                  (e) The Administrative Agent shall determine each interest
rate applicable to the Loans hereunder and shall promptly notify the Borrower
and the Lenders of such rate in writing (or by telephone, promptly confirmed in
writing). Any such determination shall be conclusive and binding for all
purposes, absent manifest error.

                  SECTION 2.13 FEES.

                  (a) Administrative Agent Fees. The Borrower shall pay to the
Administrative Agent for its own account fees in the amounts and at the times
previously agreed upon by the Borrower and the Administrative Agent, as more
fully set forth in that certain fee letter, dated February 6, 2002, from the
Administrative Agent to the Borrower.

                  (b) Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the Applicable Percentage (determined quarterly based on the
Utilization Rate in accordance with Schedule I) on the average daily amount of
the unused Revolving Commitment of such Lender during the Availability Period;
provided, that if such Lender continues to have any Revolving Credit Exposure
after the Commitment Termination Date, then the commitment fee shall continue to
accrue on the amount of such Lender's unused Revolving Commitment from and after
the Commitment Termination Date to the date that all of such Lender's Revolving
Credit Exposure has been paid in full. The Applicable Percentage shall initially
be 0.50%, but shall be reset from time to time as provided in the definition of
"Applicable Percentage" herein. Accrued commitment fees shall be payable in
arrears on the last day of each March, June, September and December of each year
and on the Commitment Termination Date, commencing on the first such date after
the Closing Date; provided, that any commitment fees accruing after the
Commitment Termination Date shall be payable on demand. For purposes of
computing commitment fees with respect to the Revolving Commitments, the
Revolving Commitment of each Lender shall be deemed used to the extent of the
outstanding Revolving Loans and LC Exposure of such Lender (but outstanding
Swingline Loans shall not be deemed usage of the Revolving Commitment of any
Lender).

                  (c) Letter of Credit Fees. The Borrower agrees to pay (i) to
the Administrative Agent, for the account of each Lender, a letter of credit fee
with respect to its participation in each Letter of Credit, which shall accrue
at the Applicable Margin for Eurocurrency Borrowings then in effect on the
average daily amount of such Lender's LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) attributable to such Letter of
Credit during the period from and including the date of issuance of such Letter
of Credit to but excluding the date on which such Letter expires or is drawn in
full (including without limitation any LC Exposure that remains outstanding
after the Commitment Termination Date) and (ii) to the Issuing Bank for its own
account a fronting fee, which shall accrue at the rate of 0.125% per annum on
the average daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the Availability Period
(or until the date that such Letter of Credit is irrevocably cancelled,
whichever is later), as well as the Issuing Bank's standard fees with respect to
issuance, amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder. For any Letter of Credit issued with a face amount in
Foreign Currency, the fees shall be converted into U.S. Dollars in accordance
with Section 10.14 as of two (2) Business Days before the issuance date thereof,
and thereafter five (5) Business Days before any fee with respect thereto shall
be due and payable hereunder. While an Event of Default exists or after
acceleration, at the option of the Required Lenders, the fees payable by the
Borrower under this Section 2.13(c) shall be increased an additional 2% per
annum.

                  (d) Payments. Accrued fees shall be payable quarterly in
arrears on the last day of each March, June, September and December, commencing
on June 30, 2002 and on the Commitment Termination Date (and if later, the date
the Loans and LC Exposure shall be repaid in their entirety).

                  SECTION 2.14 COMPUTATION OF INTEREST AND FEES. Interest on any
Base Rate Loans or any Swingline Loans based on the Administrative Agent's prime
lending rate hereunder and interest on any Eurocurrency Loans funded in Canadian
Dollars or Pounds shall be computed on the basis of a year of 365 days (or


                                       24
<PAGE>

366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and all
fees hereunder shall be computed on the basis of a year of 360 days and paid for
the actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest or fees are payable (to the
extent computed on the basis of days elapsed). Each determination by the
Administrative Agent of an interest amount or fee hereunder shall be made in
good faith and, except for manifest error, shall be final, conclusive and
binding for all purposes.

                  SECTION 2.15 INABILITY TO DETERMINE INTEREST RATES. If prior
to the commencement of any Interest Period for any Eurocurrency Borrowing,

                  (a) the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower) that, by reason
of circumstances affecting the relevant interbank market, adequate means do not
exist for ascertaining LIBOR for such Interest Period, or

                  (b) the Administrative Agent shall have received notice from
the Required Lenders that the Adjusted LIBO Rate does not adequately and fairly
reflect the cost to such Lenders (or Lender, as the case may be) of making,
funding or maintaining their (or its, as the case may be) Eurocurrency Loans for
such Interest Period,

the Administrative Agent shall give written notice (or telephonic notice,
promptly confirmed in writing) to the Borrower and to the Lenders as soon as
practicable thereafter. In the case of Eurocurrency Loans, until the
Administrative Agent shall notify the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) the obligations of
the Lenders to fund Loans in any Foreign Currency or to make Eurocurrency
Revolving Loans or to continue or convert outstanding Loans as or into
Eurocurrency Loans shall be suspended and (ii) all such affected Loans shall be
converted into Base Rate Loans on the last day of the then current Interest
Period applicable thereto unless the Borrower prepays such Loans in accordance
with this Agreement. Unless the Borrower notifies the Administrative Agent at
least one Business Day before the date of any Eurocurrency Revolving Borrowing
for which a Notice of Revolving Borrowing has previously been given that it
elects not to borrow on such date, then such Revolving Borrowing shall be made
as a Base Rate Borrowing.

                  SECTION 2.16 ILLEGALITY. If any Change in Law shall make in
unlawful or impossible for any Lender to make, maintain or fund any Eurocurrency
Loan or to fund any Loans in any Foreign Currency, or the Issuing Bank to issue
any Letter of Credit or to provide payment thereunder in any Foreign Currency,
and such Lender or Issuing Bank, as the case may be, shall so notify the
Administrative Agent, the Administrative Agent shall promptly give notice
thereof to the Borrower and the other Lenders, whereupon until such Lender or
Issuing Bank, as the case may be, notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such suspension no longer exist,
the obligation of such Lender to make such Eurocurrency Revolving Loans, or to
continue or convert such outstanding Loans as or into Eurocurrency Loans, or to
issue any such Letters of Credit, shall be suspended. In the case of the making
of a Eurocurrency Revolving Borrowing, such Lender's Revolving Loan shall be
made as a Base Rate Loan as part of the same Revolving Borrowing for the same
Interest Period and if the affected Eurocurrency Loan is then outstanding, such
Loan shall be converted to a Base Rate Loan either (a) on the last day of the
then current Interest Period applicable to such Eurocurrency Loan if such Lender
may lawfully continue to maintain such Loan to such date or (b) immediately if
such Lender shall determine that it may not lawfully continue to maintain such
Eurocurrency Loan to such date. Notwithstanding the foregoing, the affected
Lender shall, prior to giving such notice to the Administrative Agent, designate
a different Applicable Lending Office if such designation would avoid the need
for giving such notice and if such designation would not otherwise be
disadvantageous to such Lender in the good faith exercise of its discretion.

                  SECTION 2.17 ADDITIONAL INTEREST COSTS.

                  (a) If and so long as any Lender is required to comply with
reserve assets, liquidity, cash margin or other requirements of any monetary or
other authority (including any such requirement imposed by the European Central
Bank or the European System of Central Banks, but excluding requirements
reflected in the Eurocurrency Reserve Percentage) in respect of any of such
Lender's Eurocurrency Loans in any Foreign Currency, such Lender may require the
Borrower to pay, contemporaneously with each payment of interest on each of such
Loans subject to such requirements, additional interest on such Loan at a rate
per annum specified by such Lender to be the cost of such Lender of complying
with such requirements in relation to such Loan.


                                       25
<PAGE>

                  (b) Any additional interest owed pursuant to Section 2.17(a)
above shall be determined by the relevant Lender and notified to the Borrower
(with a copy to the Administrative Agent) in the form of a certificate setting
forth such additional interest at least five (5) Business Days before each date
on which interest is payable for the relevant Loan, and such additional interest
so notified to the Borrower by such Lender shall be payable to the
Administrative Agent for the account of such Lender on each date on which
interest is payable for such Loan.

                  (c) Failure or delay on the part of any Lender on any occasion
to demand additional interest pursuant to this Section 2.17 shall not constitute
a waiver of such Lender's right to demand such additional interest on any
subsequent occasion.

                  SECTION 2.18 INCREASED COSTS.

                  (a) If any Change in Law shall:

                           (i) impose, modify or deem applicable any reserve,
                  special deposit or similar requirement that is not otherwise
                  included in the determination of the Adjusted LIBO Rate
                  hereunder against assets of, deposits with or for the account
                  of, or credit extended by, any Lender (except any such reserve
                  requirement reflected in the Adjusted LIBO Rate) or the
                  Issuing Bank; or

                           (ii) impose on any Lender or on the Issuing Bank or
                  the Eurocurrency interbank market any other condition
                  affecting this Agreement or any Eurocurrency Loans made by
                  such Lender or any Letter of Credit or any participation
                  therein;

and the result of the foregoing is to increase the cost to such Lender of
making, converting into, continuing or maintaining a Eurocurrency Loan or to
increase the cost to such Lender or the Issuing Bank of participating in or
issuing any Letter of Credit or to reduce the amount received or receivable by
such Lender or the Issuing Bank hereunder (whether of principal, interest or any
other amount), then the Borrower shall promptly pay, upon written notice from
and demand by such Lender or the Issuing Bank on the Borrower (with a copy of
such notice and demand to the Administrative Agent), to the Administrative Agent
for the account of such Lender or the Issuing Bank, within five (5) Business
Days after the date of such notice and demand, additional amount or amounts
sufficient to compensate such Lender or the Issuing Bank, as the case may be,
for such additional costs incurred or reduction suffered.

                  (b) If any Lender or the Issuing Bank shall have determined
that on or after the date of this Agreement any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's or the Issuing Bank's capital (or on the capital of such Lender's or
the Issuing Bank's parent corporation) as a consequence of its obligations
hereunder or under or in respect of any Letter of Credit to a level below that
which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's
parent corporation could have achieved but for such Change in Law (taking into
consideration such Lender's or the Issuing Bank's policies or the policies of
such Lender's or the Issuing Bank's parent corporation with respect to capital
adequacy) then, from time to time, within five (5) Business Days after receipt
by the Borrower of written demand by such Lender (with a copy thereof to the
Administrative Agent), the Borrower shall pay to such Lender or the Issuing Bank
such additional amounts as will compensate such Lender or the Issuing Bank or
such Lender's or the Issuing Bank's parent corporation for any such reduction
suffered.

                  (c) A certificate of a Lender or the Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or such Lender's or the Issuing Bank's parent corporation, as the case may
be, specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower (with a copy to the Administrative Agent) and shall be conclusive,
absent manifest error. The Borrower shall pay any such Lender or the Issuing
Bank, as the case may be, such amount or amounts within 10 days after receipt
thereof.

                  (d) Failure or delay on the part of any Lender or the Issuing
Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender's or the Issuing Bank's right to demand such compensation.


                                       26
<PAGE>

                  SECTION 2.19 FUNDING INDEMNITY. In the event of (a) any
payment, prepayment, conversion or continuation of a Eurocurrency Loan other
than on the last day of the Interest Period applicable thereto (including as a
result of a mandatory prepayment, an Event of Default or otherwise), (b) any
failure to make a principal payment of a Eurocurrency Loan on the due date
thereof or (c) any failure by the Borrower to borrow, prepay, convert or
continue any Eurocurrency Loan on the date specified by the Borrower in any
applicable notice (regardless of whether such notice is withdrawn or revoked),
then, in any such event, the Borrower shall compensate each Lender, within five
(5) Business Days after written demand from such Lender, for any loss, cost or
expense attributable to such event. In the case of a Eurocurrency Loan, such
loss, cost or expense shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (A) the amount of interest that would have
accrued on the principal amount of such Eurocurrency Loan if such event had not
occurred at the Adjusted LIBO Rate applicable to such Eurocurrency Loan for the
period from the date of such event to the last day of the then current Interest
Period therefor (or in the case of a failure to borrow, convert or continue, for
the period that would have been the Interest Period for such Eurocurrency Loan)
over (B) the amount of interest that would accrue on the principal amount of
such Eurocurrency Loan for the same period if the Adjusted LIBO Rate were set on
the date such Eurocurrency Loan was prepaid or converted or the date on which
the Borrower failed to borrow, convert or continue such Eurocurrency Loan. A
certificate as to any additional amount payable under this Section 2.19
submitted to the Borrower by any Lender shall be conclusive, absent manifest
error.

                  SECTION 2.20 TAXES.

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

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

                  (c) The Borrower shall indemnify the Administrative Agent,
each Lender and the Issuing Bank, within five (5) Business Days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
paid by the Administrative Agent, such Lender or the Issuing Bank, as the case
may be, on or with respect to any payment by or on account of any obligation of
the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its
own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive
absent manifest error. The Administrative Agent, such Lender or the Issuing
Bank, as applicable, shall give the Borrower written notice of any payment of
Indemnified Taxes or Other Taxes to be made hereunder with respect to which the
Borrower has an indemnity obligation, but the failure of the Administrative
Agent, such Lender or the Issuing Bank, as applicable, to give such notice shall
not limit its right to receive indemnification hereunder. The Administrative
Agent, such Lender or the Issuing Bank, as applicable, shall use reasonable
efforts to cooperate with the Borrower in seeking a refund of such payment of
Indemnified Taxes or Other Taxes.

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

                  (e) Each Foreign Lender shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made


                                       27
<PAGE>

without withholding or at a reduced rate. Without limiting the generality of the
foregoing, each Foreign Lender agrees that it will deliver to the Administrative
Agent and the Borrower (or in the case of a Participant, to the Lender from
which the related participation shall have been purchased) (i) two (2) duly
completed copies of Internal Revenue Service Form W8-BEN or W8-ECT, or any
successor form thereto, as the case may be, certifying in each case that such
Foreign Lender is entitled to receive payments made by the Borrower hereunder
and under the Notes payable to it, without deduction or withholding of any
United States federal income taxes and (ii) a duly completed Internal Revenue
Service Form W-8 or W-9, or any successor form thereto, as the case may be, to
establish an exemption from United State backup withholding tax. Each such
Foreign Lender shall deliver to the Borrower and the Administrative Agent such
forms on or before the date that it becomes a party to this Agreement (or in the
case of a Participant, on or before the date such Participant purchases the
related participation). In addition, each such Lender shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered by
such Lender. Each such Lender shall promptly notify the Borrower and the
Administrative Agent at any time that it determines that it is no longer in a
position to provide any previously delivered certificate to the Borrower (or any
other form of certification adopted by the U.S. taxing authorities for such
purpose).

                  (f) The Borrower shall not be obligated to pay any additional
amounts to any Lender pursuant to this Section in respect of United States
federal withholding taxes to the extent imposed as a result of (i) the failure
of such Lender to deliver to the Borrower the form or forms, as applicable to
such Lender, pursuant to clause (e), (ii) such form or forms not establishing a
complete exemption from U.S. federal withholding tax or the information or
certifications made therein by the Lender being untrue or inaccurate on the date
delivered in any material respect, or (iii) the Lender designating a successor
lending office at which it maintains its Loans which has the effect of causing
such Lender to become obligated for tax payments in excess of those in effect
immediately prior to such designation; provided, however, that the Borrower
shall be obligated to gross up any payments to any such Lender pursuant to this
Section in respect of United States federal withholding taxes, if any such
failure to deliver a form or forms or the failure of such form or forms to
establish a complete exemption from U.S. federal withholding tax or inaccuracy
or untruth contained therein resulted from a change in any applicable statute,
treaty, regulation or other applicable law or any interpretation of any of the
foregoing occurring after the Closing Date, which change rendered such Lender no
longer legally entitled to deliver such form or forms or otherwise ineligible
for a complete exemption from U.S. federal withholding tax, or rendered the
information or certification made in such form or forms untrue or inaccurate in
a material respect.

                  SECTION 2.21 PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING
OF SET-OFFS.

                  (a) The Borrower shall make each payment required to be made
by it hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.17, 2.18, 2.19, 2.20, or
otherwise) (i) in the case of payments in U.S. Dollars, no later than 12:00
noon, on the date when due, and (ii) in the case of payments in any Foreign
Currency, no later than the close of business (at the bank where the applicable
Foreign Currency Payment Account is maintained), on the date when due, in each
case in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made (i) in the case of U.S. Dollars, to the Administrative Agent at
the Payment Office, and (ii) in the case of payments in any Foreign Currency, to
the applicable Foreign Currency Payment, except payments to be made directly to
the Issuing Bank or Swingline Lender as expressly provided herein and except
that payments pursuant to Sections 2.17, 2.18, 2.19 and 2.20 and 10.3 shall be
made directly to the Persons entitled thereto. If the Borrower does not, or is
unable for any reason to, effect payment of a Eurocurrency Loan or reimbursement
of LC Disbursements to the Lenders in the applicable Foreign Currency or if the
Borrower shall default in the payment when due of any payment in such Foreign
Currency, the Lenders may, at their option, require such payment to be made to
the Lenders in the U.S. Dollar Equivalent of such Foreign Currency determined in
accordance with Section 10.14. With respect to any amount due and payable in any
Foreign Currency, the Borrower agrees to hold the Lenders harmless from any
losses incurred by the Lenders arising from any change in the value of U.S.
Dollars in relation to such currency between the date such payment became due
and the date of payment thereof (other than losses incurred by any Lender due to
the gross negligence or willful misconduct of such Lender). The Administrative
Agent shall distribute any such payments received by it for the account of any
other Person to the appropriate recipient promptly following receipt thereof. If
any payment hereunder shall be due on a day that is not a Business Day, the date
for payment shall be extended to the next


                                       28
<PAGE>

succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be made payable for the period of such extension.

                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such parties.

                  (c) If any Lender shall, by exercising any right of set-of or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in LC Disbursements
that would result in such Lender receiving payment of a greater proportion of
the aggregate amount of its Revolving Loans and participations in LC
Disbursements or Swingline Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the
Revolving Loans and participations in LC Disbursements and Swingline Loans of
other Lenders to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Revolving Loans and
participations in LC Disbursements and Swingline Loans; provided, that (i) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements or Swingline Loans to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). The Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

                  (d) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or
the Issuing Bank, as the case may be, the amount or amounts due. In such event,
if the Borrower has not in fact made such payment, then each of the Lenders or
the Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.5(b), 2.6(b), 2.21(d), Section 2.23(d) or
(e) or 10.3(d), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for the account of such Lender to satisfy
such Lender's obligations under such Sections until all such unsatisfied
obligations are fully paid.

                  SECTION 2.22 MITIGATION OF OBLIGATIONS; REPLACEMENT OF
LENDERS.

                  (a) If any Lender requests compensation under Section 2.18, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.20,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the sole judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable under Section 2.18 or Section 2.20, as the
case may be, in the future and (ii) would not subject


                                       29
<PAGE>

such Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Borrower hereby agrees to pay all costs and
expenses incurred by any Lender in connection with such designation or
assignment.

                  (b) If any Lender requests compensation under Section 2.18, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority of the account of any Lender pursuant to Section 2.20, or
if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions set forth in
Section 10.4(b) all its interests, rights and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be another
Lender); provided, that (i) the Borrower shall have received the prior written
consent of the Administrative Agent, which consent shall not be unreasonably
withheld, (ii) such Lender shall have received payment of an amount equal to the
U.S. Dollar Equivalent of the outstanding principal amount of all Loans owed to
it, accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (in the case of such outstanding principal and
accrued interest) and from the Borrower (in the case of all other amounts) and
(iii) in the case of a claim for compensation under Section 2.18 or payments
required to be made pursuant to Section 2.20, such assignment will result in a
reduction in such compensation or payments. A Lender shall not be required to
make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.

                  SECTION 2.23 LETTERS OF CREDIT.

                  (a) During the Availability Period, the Issuing Bank, in
reliance upon the agreements of the other Lenders pursuant to Section 2.23(d),
agrees to issue, at the request and for the account of the Borrower, Letters of
Credit on behalf of the Borrower on the terms and conditions hereinafter set
forth; provided, that (i) each Letter of Credit shall expire on the earlier of
(A) the date one year after the date of issuance of such Letter of Credit (or in
the case of any renewal or extension thereof, one year after such renewal or
extension) and (B) the date that is five (5) Business Days prior to the
Commitment Termination Date; (ii) each Letter of Credit shall be in a stated
amount of at least the U.S. Dollar Equivalent of $500,000; and (iii) the
Borrower may not request any Letter of Credit, if, after giving effect to such
issuance (A) the aggregate LC Exposure would exceed the LC Commitment, (B) the
aggregate Revolving Credit Exposures of all Lenders would exceed the Aggregate
Revolving Commitments, or (C) the issuance of such Letter of Credit would
violate any legal or regulatory restriction then applicable to the Issuing Bank
or any Lender as notified by the Issuing Bank or such Lender to the
Administrative Agent before the date of issuance of such Letter of Credit.
Letters of Credit may be issued in face amounts of any Foreign Currency;
provided, that the sum of the U.S. Dollar Equivalent of (i) the aggregate
principal amount of outstanding Revolving Loans denominated in a Foreign
Currency, plus (ii) the undrawn amounts of outstanding Letters of Credit
denominated in a Foreign Currency, plus (iii) the aggregate amount of LC
Disbursements denominated in a Foreign Currency that have not been reimbursed by
or on behalf of the Borrower shall not exceed the Foreign Currency Commitment
then in effect. Upon the issuance of each Letter of Credit each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Issuing Bank without recourse a participation in such Letter of Credit equal
to such Lender's Pro Rata Share of the aggregate amount available to be drawn
under such Letter of Credit. Each issuance of a Letter of Credit shall be deemed
to utilize the Revolving Commitment of each Lender by an amount equal to the
amount of such participation.

                  (b) To request the issuance of a Letter of Credit (or any
amendment, renewal or extension of an outstanding Letter of Credit), the
Borrower shall give the Issuing Bank and the Administrative Agent irrevocable
written notice at least three (3) Business Days prior to the requested date of
such issuance specifying (i) the date (which shall be a Business Day) such
Letter of Credit is to be issued (or amended, extended or renewed, as the case
may be), (ii) the expiration date of such Letter of Credit, (iii) the amount of
such Letter of Credit and if the Letter of Credit is to be issued in a Foreign
Currency, the currency of issuance, (iv) if the Letter of Credit is to be issued
on behalf of a Subsidiary, the name and address of such Subsidiary, (v) the name
and address of the beneficiary thereof and (vi) such other information as shall
be necessary to prepare, amend, renew or extend such Letter of Credit. In
addition to the satisfaction of the conditions in Article III, the issuance of
such Letter of Credit (or any amendment which increases the amount of such
Letter of Credit) will be subject to the further conditions that such Letter of
Credit shall be in such form and contain such terms as the Issuing Bank shall
approve and that the Borrower and, if applicable, such Subsidiary on whose
behalf such Letter of Credit is being issued, shall have executed and delivered


                                       30
<PAGE>

any additional applications, agreements and instruments relating to such Letter
of Credit as the Issuing Bank shall reasonably require; provided, that in the
event of any conflict between such applications, agreements or instruments and
this Agreement, the terms of this Agreement shall control.

                  (c) At least two (2) Business Days prior to the issuance of
any Letter of Credit, the Issuing Bank will confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has received
such notice and if not, the Issuing Bank will provide the Administrative Agent
with a copy thereof. Unless the Issuing Bank has received notice from the
Administrative Agent on or before the Business Day immediately preceding the
date the Issuing Bank is to issue the requested Letter of Credit (1) directing
the Issuing Bank not to issue the Letter of Credit because such issuance is not
then permitted hereunder because of the limitations set forth in Section 2.23(a)
or that one or more conditions specified in Article III are not then satisfied,
then, subject to the terms and conditions hereof, the Issuing Bank shall, on the
requested date, issue such Letter of Credit in accordance with the Issuing
Bank's usual and customary business practices.

                  (d) The Issuing Bank shall examine all documents purporting to
represent a demand for payment under a Letter of Credit promptly following its
receipt thereof. The Issuing Bank shall notify the Borrower and the
Administrative Agent of such demand for payment and whether the Issuing Bank has
made or will make a LC Disbursement thereunder; provided, that any failure to
give or delay in giving such notice shall not relieve the Borrower of its
obligation to reimburse the Issuing Bank and the Lenders with respect to such LC
Disbursement. The Borrower shall be irrevocably and unconditionally obligated to
reimburse the Issuing Bank for the amount of any LC Disbursements paid by the
Issuing Bank in respect of such drawing in U.S. Dollars with regard to any such
Letter of Credit which has been issued in U.S. Dollars or in the applicable
Foreign Currency in which such LC Disbursement shall have been made with regard
to any such Letter of Credit which has been issued in a Foreign Currency,
without presentment, demand or other formalities of any kind. Unless the
Borrower shall have notified the Issuing Bank and the Administrative Agent prior
to 11:00 a.m. on the Business Day immediately prior to the date on which such
drawing is honored that the Borrower intends to reimburse the Issuing Bank for
the amount of such drawing in funds other than from the proceeds of Revolving
Loans, the Borrower shall be deemed to have timely given a Notice of Revolving
Borrowing to the Administrative Agent requesting the Lenders to make a Base Rate
Borrowing on the date on which such drawing is honored in an exact U.S. Dollar
Equivalent amount due to the Issuing Bank; provided, that for purposes solely of
such Borrowing, the conditions precedents set forth in Section 3.2 hereof shall
not be applicable. The Administrative Agent shall notify the Lenders of such
Borrowing in accordance with Section 2.3, and each Lender shall make the
proceeds of its Base Rate Loan included in such Borrowing available to the
Administrative Agent for the account of the Issuing Bank in accordance with
Section 2.6. The proceeds of such Borrowing shall be applied directly by the
Administrative Agent to reimburse the Issuing Bank for such LC Disbursement
(after converting such proceeds, if necessary, into the Foreign Currency of such
LC Disbursement).

                  (e) If for any reason a Base Rate Borrowing may not be (as
determined in the sole discretion of the Administrative Agent), or is not, made
in accordance with the foregoing provisions, then each Lender (other than the
Issuing Bank) shall be obligated to fund the participation that such Lender
purchased pursuant to subsection (a) in an amount equal to its Pro Rata Share of
such LC Disbursement on and as of the date which such Base Rate Borrowing should
have occurred. Each Lender's obligation to fund its participation shall be
absolute and unconditional and shall not be affected by any circumstance,
including without limitation (i) any setoff, counterclaim, recoupment, defense
or other right that such Lender or any other Person may have against the Issuing
Bank or any other Person for any reason whatsoever, (ii) the existence of a
Default or an Event of Default or the termination of the Aggregate Revolving
Commitments, (iii) any adverse change in the condition (financial or otherwise)
of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by
the Borrower or any other Lender, (v) any amendment, renewal or extension of any
Letter of Credit or (vi) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing. On the date that such
participation is required to be funded, each Lender shall promptly transfer, in
immediately available funds, the amount of its participation to the
Administrative Agent for the account of the Issuing Bank; provided, to the
extent that it is ultimately determined that the Borrower is relieved of its
obligation to reimburse the Issuing Bank because of the Issuing Bank's gross
negligence or willful misconduct in determining that the documents received
under any applicable Letter of Credit comply with the terms thereof, the Issuing
Bank will be obligated to refund to the paying Lenders all amounts paid to the
Issuing Bank to reimburse the Issuing Bank for the applicable LC Disbursement.
Whenever, at any time after the Issuing Bank has received from any such Lender
the funds for its participation in a


                                       31
<PAGE>

LC Disbursement, the Issuing Bank (or the Administrative Agent on its behalf)
receives any payment on account thereof, the Administrative Agent or the Issuing
Bank, as the case may be, will distribute to such Lender its Pro Rata Share of
such payment; provided, that if such payment is required to be returned for any
reason to the Borrower or to a trustee, receiver, liquidator, custodian or
similar official in any bankruptcy proceeding, such Lender will return to the
Administrative Agent or the Issuing Bank any portion thereof previously
distributed by the Administrative Agent or the Issuing Bank to it.

                  (f) To the extent that any Lender shall fail to pay any amount
required to be paid pursuant to paragraph (d) of this Section 2.23 on the due
date therefor, such Lender shall pay interest to the Issuing Bank (through the
Administrative Agent) on such amount from such due date to the date such payment
is made at a rate per annum equal to the Federal Funds Rate; provided, that if
such Lender shall fail to make such payment to the Issuing Bank within three (3)
Business Days of such due date, then, retroactively to the due date, such Lender
shall be obligated to pay interest on such amount at the Default Rate.

                  (g) If any Event of Default shall occur and be continuing, on
the Business Day that the Borrower receives notice from the Administrative Agent
or the Required Lenders demanding the deposit of cash collateral pursuant to
this paragraph, the Borrower shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
Lenders, an amount in cash equal to the U.S. Dollar Equivalent amount of such LC
Exposure as of such date plus any accrued and unpaid interest thereon; provided,
that the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, with
demand or notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower described in clause (g) or (h) of Section 8.1. Such
deposit shall be held by the Administrative Agent as collateral for the payment
and performance of the obligations of the Borrower under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits in interest-bearing money market or bank
demand accounts, which investments shall be made at the request of the Borrower,
subject, however, to the reasonable approval of the Administrative Agent, and at
the Borrower's risk and expense, such deposits shall not bear interest. Interest
and profits, if any, on such investments shall accumulate in such account.
Moneys in such account shall applied by the Administrative Agent to reimburse
the Issuing Bank for LC Disbursements for which it had not been reimbursed and
to the extent so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for the LC Exposure at such time or,
if the maturity of the Loans has been accelerated, with the consent of the
Required Lenders, be applied to satisfy other obligations of the Borrower under
this Agreement. If the Borrower is required to provide an amount of cash
collateral hereunder as a result of the occurrence of an Event of Default, such
amount (to the extent not so applied as aforesaid) shall be returned to the
Borrower with three Business Days after all Events of Default have been cured or
waived.

                  (h) Promptly following the end of each fiscal quarter, the
Issuing Bank shall deliver (through the Administrative Agent) to each Lender and
the Borrower a report describing the aggregate Letters of Credit outstanding at
the end of such fiscal quarter. Upon the request of any Lender from time to
time, the Issuing Bank shall deliver to such Lender any other information
reasonably requested by such Lender with respect to each Letter of Credit then
outstanding.

                  (i) The Borrower's obligation to reimburse LC Disbursements
hereunder shall be absolute, unconditional and irrevocable and shall be
performed strictly in accordance with the terms of this Agreement under all
circumstances whatsoever and irrespective of any of the following circumstances:

                           (i) Any lack of validity or enforceability of any
                  Letter of Credit or this Agreement;

                           (ii) The existence of any claim, set-off, defense or
                  other right which the Borrower or any Subsidiary or Affiliate
                  of the Borrower may have at any time against a beneficiary or
                  any transferee of any Letter of Credit (or any Persons or
                  entities for whom any such beneficiary or transferee may be
                  acting), any Lender (including the Issuing Bank) or any other
                  Person, whether in connection with this Agreement or the
                  Letter of Credit or any document related hereto or thereto or
                  any unrelated transaction;


                                       32
<PAGE>

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

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

                           (v) Any other event or circumstance whatsoever,
                  whether or not similar to any of the foregoing, that might,
                  but for the provisions of this Section, constitute a legal or
                  equitable discharge of, or provide a right of setoff against,
                  the Borrower's obligations hereunder; or

                           (vi) The existence of a Default or an Event of
                  Default.

Neither the Administrative Agent, the Issuing Bank, the Lenders nor any Related
Party of any of the foregoing shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit
or any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to above), or any error, omission, interruption, loss
or delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Bank;
provided, that the foregoing shall not be construed to excuse the Issuing Bank
from liability to the Borrower to the extent of any direct damages (as opposed
to consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower
that are caused by the Issuing Bank's failure to exercise care when determining
whether drafts or other documents presented under a Letter of Credit comply with
the terms thereof. The parties hereto expressly agree, that in the absence of
gross negligence or willful misconduct on the part of the Issuing Bank (as
finally determined by a court of competent jurisdiction), the Issuing Bank shall
be deemed to have exercised care in each such determination. In furtherance of
the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented that appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

                  (j) Each Letter of Credit shall be subject to the Uniform
Customs and Practices for Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500, as the same may be amended from time to
time, and, to the extent not inconsistent therewith, the governing law of this
Agreement set forth in Section 10.5.

                                   ARTICLE III

               CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT

                  SECTION 3.1 CONDITIONS TO EFFECTIVENESS. The obligations of
the Lenders (including the Swingline Lender) to make Loans and the obligation of
the Issuing Bank to issue any Letter of Credit hereunder shall not become
effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 10.2).

                  (a) The Administrative Agent and the Collateral Agent each
shall have received all fees and other amounts due and payable on or prior to
the Closing Date, including reimbursement or payment of all out-of-pocket
expenses (including reasonable fees, charges and disbursements of counsel to the
Administrative Agent and the Collateral Agent) required to be reimbursed or paid
by the Borrower hereunder, under any other Loan Document and under any agreement
with the Administrative Agent, the Collateral Agent or SunTrust Robinson
Humphrey Capital Markets, a division of SunTrust Capital Markets, Inc., as
Arranger.


                                       33
<PAGE>

                  (b) The Administrative Agent (or its counsel) shall have
received the following, each of which shall be in form and substance reasonably
satisfactory to the Administrative Agent (and its counsel):

                           (i) a counterpart of this Agreement signed by or on
                  behalf of each party thereto or written evidence satisfactory
                  to the Administrative Agent (which may include telecopy
                  transmission of a signed signature page of this Agreement)
                  that such party has signed a counterpart of this Agreement;

                           (ii) if requested by any Lender, duly executed Notes
                  payable to such Lender;

                           (iii) a duly executed Subsidiary Guarantee Agreement
                  and Indemnity and Contribution Agreement of each Subsidiary
                  Guarantor;

                           (iv) a separate duly executed Pledge Agreement of the
                  Borrower and each Subsidiary Pledgor, together with, if
                  applicable, original stock certificates evidencing all of the
                  Pledged Shares, accompanied by all necessary instruments of
                  transfer or assignment, duly executed in blank and, if the
                  Administrative Agent shall so request, with signatures
                  guaranteed by a member of a registered national securities
                  exchange or the National Association of Securities Dealers,
                  Inc. or by a commercial bank or trust company having an office
                  or correspondent in the United States;

                           (v) any financing statement which may be required
                  under Section 9-315 of the revised U.C.C. to perfect a
                  security interest in certain proceeds of the Collateral that
                  do not constitute Pledged Shares or other securities or
                  instruments;

                           (vi) a certificate of the Secretary or Assistant
                  Secretary of each Loan Party, attaching and certifying copies
                  of its bylaws and of the resolutions of its boards of
                  directors, authorizing the execution, delivery and performance
                  of the Loan Documents to which it is a party and certifying
                  the name, title and true signature of each officer of such
                  Loan Party executing the Loan Documents to which it is a
                  party;

                           (vii) certified copies of the articles of
                  incorporation or other charter documents of each Loan Party,
                  together with certificates of good standing, existence or its
                  equivalent, as may be available from the Secretary of State or
                  other appropriate governing agency of the jurisdiction of
                  incorporation or organization of such Loan Party and each
                  other jurisdiction where such Loan Party is required to be
                  qualified to do business as a foreign corporation;

                           (viii) a favorable written opinion of legal counsel
                  to the Loan Parties, addressed to the Administrative Agent and
                  each of the Lenders, and covering such matters relating to the
                  Loan Parties, the Loan Documents and the transactions
                  contemplated therein as the Administrative Agent or the
                  Required Lenders shall reasonably request;

                           (ix) a certificate, dated the Closing Date and signed
                  by a Responsible Officer, confirming compliance with the
                  conditions set forth in paragraphs (a), (b) and (c) of Section
                  3.2 and, further, demonstrating compliance with Sections 6.1,
                  6.2 and 6.3 as of the most recent fiscal quarter ended;

                           (x) duly executed payoff letters with respect to all
                  Indebtedness of the Borrower to be refinanced at closing and
                  evidence that all commitments of the lenders under the credit
                  facilities relating to such Indebtedness, including without
                  limitation, the Borrower's existing syndicated credit
                  facilities agented by Bank of America, N.A., are being
                  terminated, together with all releases or terminations of all
                  Liens related thereto;

                           (xi) duly executed Notices of Borrowing, if
                  applicable;


                                       34
<PAGE>

                           (xii) certified copies of all Governmental Approvals,
                  including any required Governmental Approvals in connection
                  with the execution, delivery, performance, validity and
                  enforceability of this Agreement and each of the other Loan
                  Documents or the use of the proceeds of any of the Loans
                  hereunder;

                           (xiii) UCC, judgment and tax lien searches in the
                  jurisdiction of the chief executive office and jurisdiction of
                  incorporation or organization of each Loan Party, together
                  with copies of all financing statements on file in such
                  jurisdictions (with all attachments) and evidence that no
                  Liens exist on any assets or properties of any such Loan Party
                  (other than Liens permitted by Section 7.2); and

                           (xiv) a duly executed loan closing statement and
                  disbursement authorization agreement.

                  SECTION 3.2 EACH CREDIT EVENT. The obligation of each Lender
to make a Loan on the occasion of any Borrowing and of the Issuing Bank to
issue, amend, renew or extend any Letter of Credit is subject to the
satisfaction of the following conditions:

                  (a) at the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default or Event of Default shall exist;

                  (b) all representations and warranties of each Loan Party set
forth in the Loan Documents shall be true and correct in all material respects
on and as of the date of such Borrowing or the date of issuance, amendment,
extension or renewal of such Letter of Credit, in each case before and after
giving effect thereto;

                  (c) since December 31, 2001 (i.e., the date of the most recent
financial statements of the Borrower described in Section 5.1(a)), there shall
have been no change which has had or could reasonably be expected to have a
Material Adverse Effect; and

                  (d) the Administrative Agent shall have received such other
documents, certificates, information or legal opinions as the Administrative
Agent or the Required Lenders may reasonably request, all in form and substance
reasonably satisfactory to the Administrative Agent or the Required Lenders.

                  Each Borrowing and each issuance, amendment, extension or
renewal of any Letter of Credit shall be deemed to constitute a representation
and warranty by the Borrower on the date thereof as to the matters specified in
paragraphs (a), (b) and (c) of this Section 3.2.

                  SECTION 3.3 DELIVERY OF DOCUMENTS. All of the Loan Documents,
certificates, legal opinions and other documents and papers referred to in this
Article III, unless otherwise specified, shall be delivered to the
Administrative Agent for the account of each of the Lenders and, except for the
Notes, in sufficient counterparts or copies for each of the Lenders and shall be
in form and substance satisfactory in all respects to the Administrative Agent.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  The Borrower represents and warrants to the Administrative
Agent and each Lender as follows:

                  SECTION 4.1 EXISTENCE; POWER. The Borrower and each of its
Subsidiaries (i) is duly organized, validly existing and in good standing as a
corporation, partnership or other legal entity, as applicable, under the laws of
the jurisdiction of its organization, (ii) has all requisite power and authority
to carry on its business as now conducted, and (iii) is duly qualified to do
business, and is in good standing, in each jurisdiction where such qualification
is required, except where a failure to be so qualified could not reasonably be
expected to result in a Material Adverse Effect.


                                       35
<PAGE>

                  SECTION 4.2 ORGANIZATIONAL POWER; AUTHORIZATION. The
execution, delivery and performance by each Loan Party of the Loan Documents to
which it is a party are within such Loan Party's organizational powers and have
been duly authorized by all necessary organizational, and if required,
stockholder or partner action. This Agreement has been duly executed and
delivered by the Borrower, and constitutes, and each other Loan Document to
which any Loan Party is a party, when executed and delivered by such Loan Party,
will constitute, valid and binding obligations of the Borrower or such Loan
Party (as the case may be), enforceable against it in accordance with their
respective terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity.

                  SECTION 4.3 GOVERNMENTAL APPROVALS; NO CONFLICTS. The
execution, delivery and performance by the Borrower of this Agreement, and by
each Loan Party of the other Loan Documents to which it is a party (a) do not
require Governmental Approvals, except those as have been obtained or made and
are in full force and effect or where the failure to do so, individually or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect, (b) will not violate any applicable Requirement of Law, (c) will not
violate or result in a default under any indenture, material agreement or other
material instrument binding on the Borrower or any of its Subsidiaries or any of
its assets or give rise to a right thereunder to require any payment to be made
by the Borrower or any of its Subsidiaries and (d) will not result in the
creation or imposition of any Lien on any asset of the Borrower or any of its
Subsidiaries, except Liens (if any) created under the Loan Documents.

                  SECTION 4.4 FINANCIAL STATEMENTS. The Borrower has furnished
to each Lender the consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as of December 31, 2001 and the related consolidated
statements of operations, changes in shareholders' equity and cash flows for the
fiscal year then ended audited by Deloitte Touche Tohmatsu LLP, certified public
accountants. Such financial statements fairly present the consolidated financial
condition of the Borrower and its consolidated Subsidiaries as of such date and
the consolidated results of operations for such period in conformity with GAAP
consistently applied. Since December 31, 2001, there have been no changes with
respect to the Borrower and its Subsidiaries which have had or could reasonably
be expected to have, singly or in the aggregate, a Material Adverse Effect.

                  SECTION 4.5 LITIGATION AND ENVIRONMENTAL MATTERS.

                  (a) Except as disclosed in Schedule 4.5 attached hereto, no
litigation, investigation or proceeding of or before any arbitrators or
Governmental Authorities is pending against or, to the knowledge of the
Borrower, threatened against or affecting the Borrower or any of its
Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination that could reasonably be expected to have, either individually or
in the aggregate, a Material Adverse Effect or (ii) which in any manner draws
into question the validity or enforceability of this Agreement or any other Loan
Document.

                  (b) Neither the Borrower nor any of its Subsidiaries (i) has
failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law,
(ii) has become subject to any Environmental Liability, (iii) has received
notice of any claim with respect to any Environmental Liability or (iv) knows of
any basis for any Environmental Liability, except where such events, either
singly or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect.

                  SECTION 4.6 COMPLIANCE WITH LAWS AND AGREEMENTS. The Borrower
and each Subsidiary are in compliance with (a) all applicable Requirements of
Law, and (b) all indentures, agreements or other instruments binding upon it or
its properties, except where non-compliance, either singly or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

                  SECTION 4.7 INVESTMENT COMPANY ACT, ETC. Neither the Borrower
nor any of its Subsidiaries is (a) an "investment company", as defined in, or
subject to regulation under, the Investment Company Act of 1940, as amended, (b)
a "holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935, as amended or (c) otherwise subject to any
other regulatory scheme limiting its ability to incur debt.


                                       36
<PAGE>

                  SECTION 4.8 TAXES. The Borrower and its Subsidiaries and each
other Person for whose taxes the Borrower or any Subsidiary could become liable
have timely filed or caused to be filed all Federal income tax returns and all
other material tax returns that are required to be filed by them, and have paid
all taxes shown to be due and payable on such returns or on any assessments made
against it or its property and all other taxes, fees or other charges imposed on
it or any of its property by any Governmental Authority, except (a) to the
extent the failure to do so would not have a Material Adverse Effect or (b)
where the same are currently being contested in good faith by appropriate
proceedings and for which the Borrower or such Subsidiary, as the case may be,
has set aside on its books adequate reserves. The charges, accruals and reserves
on the books of the Borrower and its Subsidiaries in respect of such taxes are
adequate, and no tax liabilities that could be materially in excess of the
amount so provided are anticipated.

                  SECTION 4.9 MARGIN REGULATIONS. None of the proceeds of any of
the Loans or Letters of Credit will be used for "purchasing" or "carrying" any
"margin stock" with the respective meanings of each of such terms under
Regulation U as now and from time to time hereafter in effect or for any purpose
that violates the provisions of the applicable Margin Regulations. After
application of the proceeds of the Loans, the issuance of the Letters of Credit,
and any acquisitions permitted hereunder, less than 25% of the assets of each of
the Borrower and its Subsidiaries consists of "margin stock" (as defined in
Regulation U of the Board of Governors of the Federal Reserve System).

                  SECTION 4.10 ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $5,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed by more than $5,000,000 the fair market value of
the assets of all such underfunded Plans.

                  SECTION 4.11 OWNERSHIP OF PROPERTY.

                  (a) Each of the Borrower and its Subsidiaries has good title
to, or valid leasehold interests in, all of its real and personal property
material to the operation of its business.

                  (b) Each of the Borrower and its Subsidiaries owns, or is
licensed, or otherwise has the right, to use, all patents, trademarks, service
marks, trade names, copyrights and other intellectual property material to its
business, and the use thereof by the Borrower and its Subsidiaries does not
infringe on the rights of any other Person, except for any such infringements
that, individually or in the aggregate, would not have a Material Adverse
Effect.

                  SECTION 4.12 DISCLOSURE. The Borrower has disclosed to the
Lenders all agreements, instruments, and corporate or other restrictions to
which the Borrower or any of its Subsidiaries is subject, and all other matters
known to any of them, that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect. Neither the Confidential
Memorandum nor any of the reports (including, without limitation, all reports
that the Borrower or any of its Subsidiaries are required to file with the
Securities and Exchange Commission or any other Governmental Authority),
financial statements, certificates or other information furnished by or on
behalf of the Borrower or any such Subsidiary to the Administrative Agent or any
Lender in connection with the negotiation or syndication of this Agreement or
any other Loan Document or delivered hereunder or thereunder (as modified or
supplemented by any other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, taken as a whole, in light of the circumstances under which
they were made, not misleading.

                  SECTION 4.13 LABOR RELATIONS. There are no strikes, lockouts
or other material labor disputes or grievances against the Borrower or any of
its Subsidiaries, or, to the Borrower's knowledge, threatened against or
affecting the Borrower or any of its Subsidiaries, and no significant unfair
labor practice, charges or grievances are pending against the Borrower or any of
its Subsidiaries, or to the Borrower's knowledge, threatened against any of


                                       37
<PAGE>

them before any Governmental Authority. All payments due from the Borrower or
any of its Subsidiaries pursuant to the provisions of any collective bargaining
agreement have been paid or accrued as a liability on the books of the Borrower
or any such Subsidiary, except where the failure to do so could not reasonably
be expected to have a Material Adverse Effect.

                  SECTION 4.14 INSURANCE. Each of the Borrower and its
Subsidiaries currently maintains insurance with respect to its material
properties and businesses with financially sound and reputable insurers, having
coverages against losses or damages of the kinds customarily insured against by
companies in the same or similar businesses operating in the same or similar
locations, has paid all amounts of insurance premiums now due and owing with
respect to such insurance policies and coverages and such policies and coverages
are in full force and effect.

                  SECTION 4.15 SUBSIDIARIES. Schedule 4.15 sets forth the name
of each direct and indirect Subsidiary of the Borrower and, as to each
Subsidiary, the type of entity, jurisdiction of its incorporation or
organization, the number of shares of each class of Capital Stock, partnership
or other equity interests outstanding, the number and percentage of outstanding
shares of each class of Capital Stock, partnership or other equity interests
owned, directly or indirectly, by the Borrower or any of its Subsidiaries, and
identifies whether such Subsidiary is a Subsidiary Loan Party (and, if so,
whether such Subsidiary is a Subsidiary Guarantor and/or a Subsidiary Pledgor)
or a Subsidiary Pledgee, in each case as of the Closing Date. The outstanding
Capital Stock and other equity interests of all such Subsidiaries is validly
issued, fully paid and non-assessable and is owned free and clear of all Liens
(other than those arising under or contemplated by any Pledge Agreement).

                  SECTION 4.16 PRINCIPAL PLACE OF BUSINESS. Schedule 4.16 sets
forth the chief executive office and principal place of business of each of the
Loan Parties.

                  SECTION 4.17 SOLVENCY Each of the Loan Parties is Solvent and,
in executing the Loan Documents and consummating the transactions contemplated
thereby, none of the Loan Parties intends to hinder, delay or defraud either
present or future creditors or other Persons to which one or more of the Loan
Parties is or will become indebted.

                  SECTION 4.18 PLEDGE AGREEMENTS. Upon the execution and
delivery of each Pledge Agreement and the delivery to the Collateral Agent of
the stock certificates evidencing the Pledged Shares, the Collateral Agent shall
have a valid, perfected first priority and enforceable Lien on the Collateral.

                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

                  The Borrower covenants and agrees that so long as any Lender
has a Commitment hereunder or the principal of and interest on any Loan or any
fee or any LC Disbursement remains unpaid or any Letter of Credit remains
outstanding or so long as any Hedging Agreement with any Lender (or an Affiliate
thereof) relating to the Obligations remains in effect:

                  SECTION 5.1 FINANCIAL STATEMENTS AND OTHER INFORMATION. The
Borrower will deliver to the Administrative Agent and each Lender:

                  (a) as soon as available and in any event within 90 days after
the end of each fiscal year of Borrower, a copy of the annual audited report for
such fiscal year for the Borrower and its Subsidiaries, containing a
consolidated balance sheet of the Borrower and its Subsidiaries as of the end of
such fiscal year and the related consolidated statements of operations, changes
in shareholders' equity and cash flows (together with all footnotes thereto) of
the Borrower and its Subsidiaries for such fiscal year, setting forth in each
case in comparative form the figures for the previous fiscal year, all in
reasonable detail and reported on by independent public accountants of
nationally recognized standing (without a "going concern" or like qualification
and without any qualification as to scope of such audit) to the effect that such
financial statements present fairly in all material respects the financial
condition and the results of operations of the Borrower and its Subsidiaries for
such fiscal year on a consolidated


                                       38
<PAGE>

basis in accordance with GAAP and that the examination by such accountants in
connection with such consolidated financial statements has been made in
accordance with generally accepted auditing standards;

                  (b) as soon as available and in any event within 45 days after
the end of each of the first three fiscal quarters of each fiscal year of the
Borrower, an unaudited condensed consolidated balance sheet of the Borrower and
its Subsidiaries as of the end of such fiscal quarter and the related unaudited
consolidated statements of operations and cash flow of the Borrower and its
Subsidiaries, in the case of such consolidated statement of operations, for such
fiscal quarter and the then elapsed portion of such fiscal year and, in the case
of such statement of cash flow, only for the then elapsed portion of such fiscal
year, setting forth in each case, as applicable, in comparative form the figures
for the corresponding quarter and the corresponding portion of Borrower's
previous fiscal year, all certified by the chief financial officer or controller
of the Borrower as presenting fairly in all material respects the financial
condition and results of operations of the Borrower and its Subsidiaries on a
consolidated basis in accordance with GAAP, subject to normal year-end audit
adjustments and the absence of footnotes;

                  (c) concurrently with the delivery of the financial statements
referred to in clauses (a) and (b) above, a certificate of a Responsible
Officer, (i) certifying as to whether there exists a Default or Event of Default
on the date of such certificate, and if a Default or an Event of Default then
exists, specifying the details thereof and the action which the Borrower has
taken or proposes to take with respect thereto, (ii) setting forth in reasonable
detail calculations demonstrating compliance with Article VI in the form of
Exhibit 5.1(c) hereto and (iii) stating whether any change in GAAP or the
application thereof has occurred since the date of the Borrower's audited
financial statements referred to in Section 4.4 and, if any change has occurred,
specifying the effect of such change on the financial statements accompanying
such certificate;

                  (d) concurrently with the delivery of the financial statements
referred to in clause (a) above, a certificate of the accounting firm that
reported on such financial statements stating whether they obtained any
knowledge during the course of their examination of such financial statements of
any Default or Event of Default (which certificate may be limited to the extent
required by accounting rules or guidelines);

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

                  (f) promptly following any request therefor, such other
information regarding the results of operations, business affairs and financial
condition of the Borrower or any Subsidiary as the Administrative Agent or any
Lender may reasonably request.

                  SECTION 5.2 NOTICES OF MATERIAL EVENTS. The Borrower will
furnish to the Administrative Agent and each Lender written notice of each of
the following, promptly after it becomes known to a Responsible Officer:

                  (a) the occurrence of any Default or Event of Default;

                  (b) the filing or commencement of any action, suit or
proceeding by or before any arbitrator or Governmental Authority against or, to
the knowledge of the Borrower, affecting the Borrower or any Subsidiary which,
if adversely determined, could reasonably be expected to result in a Material
Adverse Effect;

                  (c) the occurrence of any event or any other development by
which the Borrower or any of its Subsidiaries (i) fails to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) becomes subject to any
Environmental Liability, (iii) receives notice of any claim with respect to any
Environmental Liability, or (iv) becomes aware of any basis for any
Environmental Liability and in each of the preceding clauses, which individually
or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect;


                                       39
<PAGE>

                  (d) the occurrence of any ERISA Event that alone, or together
with any other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Borrower and its Subsidiaries in an aggregate amount
exceeding $5,000,000;

                  (e) the failure of the Borrower or any of its Subsidiaries (i)
to make any material contributions to any Foreign Plan by the required due date
for such contribution if such default could reasonably be expected to have a
Material Adverse Effect; or (ii) to fund any Foreign Plan to the extent required
by the law of the jurisdiction whose law governs such Foreign Plan based on the
actuarial assumptions reasonably used at any time if such underfunding (together
with any penalties likely to result) could reasonably be expected to have a
Material Adverse Effect, or the occurrence of any material change anticipated to
any Foreign Plan that could reasonably be expected to have a Material Adverse
Effect;

                  (f) the receipt of any notice or other communication from any
Governmental Authority of a material violation of any Requirement of Law by the
Borrower or any of its Subsidiaries; and

                  (g) any other development that results in, or could reasonably
be expected to result in, a Material Adverse Effect.

                  Each notice delivered under this Section shall be accompanied
by a written statement of a Responsible Officer setting forth the details of the
event or development requiring such notice and any action taken or proposed to
be taken with respect thereto.

                  SECTION 5.3 EXISTENCE; CONDUCT OF BUSINESS. The Borrower will,
and will cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and maintain in full force and effect its legal
existence and its respective rights, licenses, permits, privileges, franchises,
patents, copyrights, trademarks and trade names material to the conduct of its
business (including, without limitation, all required Governmental Approvals)
and will continue to engage in the same business as presently conducted or such
other businesses that are reasonably related thereto; provided, that nothing in
this Section shall prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 7.3.

                  SECTION 5.4 COMPLIANCE WITH LAWS, ETC. The Borrower will, and
will cause each of its Subsidiaries to, comply with all Requirements of Law
applicable to it, its properties or assets or the conduct of its business,
except where the failure to do so, either individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.5 PAYMENT OF OBLIGATIONS. The Borrower will, and
will cause each of its Subsidiaries to, pay and discharge at or before maturity
or before the same shall become delinquent or in default, as the case may be, in
accordance with industry practice (subject, where applicable, to specified grace
periods), all of its obligations and liabilities (including without limitation
all tax liabilities and claims that could result in a statutory Lien), except
where (a) the validity or amount thereof is being contested in good faith by
appropriate measures, (b) the Borrower or such Subsidiary has set aside on its
books adequate reserves with respect thereto in accordance with GAAP (or its
equivalent for any Foreign Subsidiary), (c) the failure to make payment pending
such contest could not reasonably be expected to result in a Material Adverse
Effect.

                  SECTION 5.6 BOOKS AND RECORDS. The Borrower will, and will
cause each of its Subsidiaries to, keep proper books of record and account in
which full, true and correct entries shall be made of all dealings and
transactions in relation to its business and activities to the extent necessary
to prepare the consolidated financial statements of Borrower in conformity with
GAAP (or its equivalent for any Foreign Subsidiary).

                  SECTION 5.7 VISITATION, INSPECTION, ETC. The Borrower will,
and will cause each of its Subsidiaries to, permit any representative of the
Administrative Agent or any Lender, to visit and inspect its properties, to
examine its books and records and to make copies and take extracts therefrom
(other than materials protected by the attorney-client privilege and materials
which the Borrower or any of its Subsidiaries may not disclose without violation
of a confidentiality obligation upon it), and to discuss its affairs, finances
and accounts with any of its officers and with its independent certified public
accountants, all at such reasonable times and as


                                       40
<PAGE>

often as the Administrative Agent or any Lender may reasonably request after
reasonable prior notice to the Borrower, provided that at any time following the
occurrence and during the continuance of a Default or an Event of Default, no
prior notice to the Borrower shall be required. The cost of the inspection
referred to in the preceding sentence shall be borne by the Lenders unless an
Event of Default has occurred and is continuing, in which case the cost of such
inspection shall be borne by the Borrower and its Subsidiaries.

                  SECTION 5.8 MAINTENANCE OF PROPERTIES; INSURANCE. The Borrower
will, and will cause each of its Subsidiaries to, (a) keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear except where the failure to do so, either
individually or it the aggregate, could not reasonably be expected to result in
a Material Adverse Effect and (b) maintain with financially sound and reputable
insurance companies, insurance with respect to its properties and business, and
the properties and business of its Subsidiaries, against loss or damage of the
kinds customarily insured against by companies in the same or similar businesses
operating in the same or similar locations.

                  SECTION 5.9 USE OF PROCEEDS AND LETTERS OF CREDIT. The
Borrower will use the proceeds of all Loans to pay off and refinance all
outstanding amounts under the Borrower's existing syndicated credit facilities
agented by Bank of America, N.A. and thereafter to fund future acquisitions
permitted by Section 7.4(c), to provide for working capital and for other
general corporate purposes of the Borrower and its Subsidiaries. No part of the
proceeds of any Loan will be used, whether directly or indirectly, for any
purpose that would violate any rule or regulation of the Board of Governors of
the Federal Reserve System, including Regulations T, U or X. All Letters of
Credit will be used for general corporate purposes of the Borrower or a
Subsidiary.

                  SECTION 5.10 ADDITIONAL SUBSIDIARIES. If any additional
Subsidiary is acquired or formed after the Closing Date, the Borrower, within
ten (10) Business Days after such Subsidiary is acquired or formed, (a) will
notify the Administrative Agent and the Lenders thereof and, (i) if such
Subsidiary meets the definition of a "Subsidiary Guarantor" herein, will cause
such Subsidiary to become a Subsidiary Guarantor by executing agreements
reasonably acceptable to the Administrative Agent and substantially in the forms
of Annex I to Exhibit D and Annex I to Exhibit E, (ii) if such Subsidiary meets
the definition of a "Subsidiary Pledgor" herein and is the holder of the Capital
Stock of any Subsidiary which meets the definition of a "Subsidiary Pledgee"
herein, will cause such Subsidiary to become a Subsidiary Pledgor by executing
an agreement reasonably acceptable to the Administrative Agent and substantially
in the form of Exhibit F, and (iii) if such Subsidiary meets the definition of a
"Subsidiary Pledgee" herein and is a direct Material Subsidiary of the Borrower,
will execute a supplemental schedule reasonably acceptable to the Administrative
Agent and substantially in the form of Schedule II to Exhibit F, and (b) will
deliver, or will cause such Subsidiary to deliver, simultaneously therewith
similar documents applicable to such Subsidiary required under Section 3.1 as
reasonably requested by the Administrative Agent.

                  SECTION 5.11 PLEDGED SHARES. The Borrower will pledge, and
will cause each Subsidiary Pledgor to pledge, to the Collateral Agent, (a) 100%
of the Capital Stock or other equity interest of each Subsidiary Pledgee that is
a Domestic Subsidiary and (b) 65% of the Capital Stock or other equity interest
of each Subsidiary Pledgee that is a Foreign Subsidiary, in each case, by
executing an agreement reasonably acceptable to the Administrative Agent and
substantially in the form of Exhibit F, and (b) will deliver or, if applicable,
will cause such Subsidiary to deliver, simultaneously therewith the documents
and other items required under Section 3.1(b)(iv) as reasonably requested by the
Administrative Agent.

                  SECTION 5.12 FURTHER ASSURANCES. The Borrower will, and will
cause each of its Subsidiaries to, make, execute, endorse, acknowledge and
deliver any amendments, modifications or supplements hereto and restatements
hereof and any other agreements, instruments or documents, and take any and all
such actions, as may from time to time be reasonably requested by the Collateral
Agent or the Required Lenders to perfect and maintain the validity and priority
of the Liens granted pursuant to the Pledge Agreement and to effect, confirm or
further assure or protect and preserve the interests, rights and remedies of the
Administrative Agent, the Collateral Agent and the Lenders under this Agreement
and the other Loan Documents (including, without limitation, any and all
instruments necessary or appropriate to effect the guarantee of the Obligations
by all Subsidiaries Loan Parties created or acquired after the date hereof and
the pledge of Capital Stock of all Subsidiary Pledgees created or acquired after
the date hereof).


                                       41
<PAGE>

                                   ARTICLE VI

                               FINANCIAL COVENANTS

                  The Borrower covenants and agrees that so long as any Lender
has a Commitment hereunder or the principal of or interest on or any Loan
remains unpaid or any fee or any LC Disbursement remains unpaid or any Letter of
Credit remains outstanding or so long as any Hedging Agreement with any Lender
(or an Affiliate thereof) relating to the Obligations remains in effect:

                  SECTION 6.1 LEVERAGE RATIO. The Borrower and its Subsidiaries
will have, as of the end of each fiscal quarter of the Borrower, commencing with
the fiscal quarter ending December 31, 2001, a Leverage Ratio of not greater
than 2.50:1.0, calculated on a rolling four-quarter basis and determined in
accordance with GAAP.

                  SECTION 6.2 FIXED CHARGE COVERAGE RATIO. The Borrower and its
Subsidiaries will have, as of the end of each fiscal quarter of the Borrower,
(a) commencing with the fiscal quarter ending December 31, 2001 through and
including the fiscal quarter ending December 31, 2002, a Fixed Charge Coverage
Ratio of not less than 1.50:1.0 and (b) commencing with the fiscal quarter
ending March 31, 2003 and thereafter, a Fixed Charge Coverage Ratio of not less
than 2.00:1.00, in each case, calculated on a rolling four-quarter basis and
determined in accordance with GAAP.

                  SECTION 6.3 CONSOLIDATED NET WORTH. The Borrower and its
Subsidiaries will have, as of the end of each fiscal quarter of the Borrower,
commencing with the fiscal quarter ending March 31, 2002, a Consolidated Net
Worth in an amount equal to or greater than the sum of (a) $162,530,200, plus
(b) 50% of cumulative Consolidated Net Income accrued since the end of such
fiscal quarter, all determined in accordance with GAAP; provided, that if
Consolidated Net Income is negative in any fiscal quarter the amount added for
such fiscal quarter shall be zero and such negative Consolidated Net Income
shall not reduce the amount of Consolidated Net Income added from any previous
fiscal quarter.

                                  ARTICLE VII

                               NEGATIVE COVENANTS

                  The Borrower covenants and agrees that so long as any Lender
has a Commitment hereunder or the principal of or interest on any Loan remains
unpaid or any fee or any LC Disbursement remains unpaid or any Letter of Credit
remains outstanding or so long as any Hedging Agreement with any Lender (or an
Affiliate thereof) relating to the Obligations remains in effect:

                  SECTION 7.1 INDEBTEDNESS. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume or suffer to exist any
Indebtedness, except:

                  (a)      Indebtedness created pursuant to the Loan Documents
(including Letters of Credit);

                  (b)      Indebtedness existing on the date hereof and set
forth on Schedule 7.1 and extensions, renewals and replacements of any such
Indebtedness that do not increase the outstanding principal amount thereof
(immediately prior to giving effect to such extension, renewal or replacement)
or shorten the maturity or the weighted average life thereof;

                  (c)      Indebtedness of the Borrower or any Subsidiary
incurred to finance the acquisition, construction or improvement of any fixed or
capital assets, including Capital Lease Obligations and any Indebtedness assumed
in connection with the acquisition of any such assets or secured by a Lien on
any such assets prior to the acquisition thereof; provided, that such
Indebtedness is incurred prior to or within 90 days after such acquisition or
the completion of such construction or improvements or extensions, renewals, and
replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof (immediately prior to giving effect to such extension,
renewal or replacement) or shorten the maturity or the weighted average life
thereof;


                                       42
<PAGE>

provided further, that the aggregate principal amount of such Indebtedness does
not exceed $5,000,000 at any time outstanding during any fiscal year of the
Borrower;

                  (d) Indebtedness of the Borrower owing to any Subsidiary and
of any Subsidiary owing to the Borrower or any other Subsidiary; provided, that
any such Indebtedness, that is owed to a Subsidiary that is not a Subsidiary
Loan Party shall be subject to Section 7.4; provided further, that:

                           (i) with respect to any Subsidiary that is not a
                  Subsidiary Loan Party, such Indebtedness shall not exceed
                  $5,000,000 at any time outstanding, except for Indebtedness of
                  McQueen International, Limited to the Borrower in existence on
                  the Closing Date and listed in Schedule 7.1 (provided, that
                  such Indebtedness is unsecured and is evidenced by a
                  promissory note or other written obligation to pay acceptable
                  to the Administrative Agent which provides that such
                  Indebtedness is fully subordinate to the payment and
                  performance of the Obligations on terms acceptable to the
                  Administrative Agent);

                           (ii) with respect to all Subsidiaries that are not
                  Subsidiary Loan Parties, such Indebtedness shall not exceed
                  $10,000,000 at any time outstanding, except as otherwise
                  permitted under clause (i) above with regard to certain
                  existing Indebtedness of McQueen International, Limited to the
                  Borrower;

                           (iii) with respect to (A) any Foreign Subsidiary that
                  is a Subsidiary Loan Party and (B) all Foreign Subsidiaries
                  that are Subsidiary Loan Parties, the amount of any such
                  Indebtedness in excess of what is in existence on the Closing
                  Date and listed in Schedule 7.1 shall not exceed, individually
                  as to any such Foreign Subsidiary that is a Subsidiary Loan
                  Party or in the aggregate as to all such Foreign Subsidiaries
                  that are Subsidiary Loan Parties, $25,000,000 at any time
                  outstanding.

                  (e) Guarantees by the Borrower of Indebtedness of any
Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other
Subsidiary; provided, that Guarantees by any Loan Party of Indebtedness of any
Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.4;

                  (f) Indebtedness of any Person which becomes a Subsidiary
after the date of this Agreement; provided, that (i) such Indebtedness exists at
the time as such Person becomes a Subsidiary and is not created in contemplation
of or in connection with such Person becoming a Subsidiary and (ii) the
aggregate principal amount of such Indebtedness permitted hereunder shall not
exceed $5,000,000 at any time outstanding;

                  (g) Indebtedness in respect of obligations under Hedging
Agreements permitted by Section 7.10; and

                  (h) other unsecured Indebtedness in an aggregate principal
amount not to exceed $10,000,000 at any time outstanding.

                  SECTION 7.2 NEGATIVE PLEDGE. The Borrower will not, and will
not permit any of its Subsidiaries to, create, incur, assume or suffer to exist
any Lien on any of its assets or property now owned or hereafter acquired,
except:

                  (a) Liens created in favor of the Collateral Agent for the
benefit of the Lenders pursuant to the Pledge Agreement or any of the other Loan
Documents;

                  (b) Permitted Encumbrances;

                  (c) any Liens on any property or asset of the Borrower or any
Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided,
that (i) such Lien shall not apply or extend at any time to any other property
or asset of the Borrower or any Subsidiary and (ii) the principal amount of the
Indebtedness secured by such Liens shall not be extended, renewed, refunded or
refinanced;


                                       43
<PAGE>

                  (d) purchase money Liens upon or in any fixed or capital
assets to secure the purchase price or the cost of construction or improvement
of such fixed or capital assets or to secure Indebtedness incurred solely for
the purpose of financing the acquisition, construction or improvement of such
fixed or capital assets (including Liens securing any Capital Lease
Obligations); provided, that (i) such Lien secures Indebtedness permitted by
Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90
days after the acquisition, improvement or completion of the construction
thereof; (iii) such Lien does not extend to any other asset; and (iv) the
Indebtedness secured thereby does not exceed the cost of acquiring, constructing
or improving such fixed or capital assets;

                  (e) any Lien (i) existing on any asset of any Person at the
time such Person becomes a Subsidiary of the Borrower, (ii) existing on any
asset of any Person at the time such Person is merged with or into the Borrower
or any Subsidiary of the Borrower or (iii) existing on any asset prior to the
acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided,
that any such Lien was not created in the contemplation of any of the foregoing
and any such Lien secures only those obligations which it secures on the date
that such Person becomes a Subsidiary or the date of such merger or the date of
such acquisition;

                  (f) other Liens arising in the ordinary course of business of
the Borrower or any Subsidiary, as applicable; provided, that the principal
amount of the Indebtedness secured by such Liens shall not exceed $10,000,000 in
the aggregate at any time outstanding; and

                  (g) extensions, renewals, or replacements of any Lien referred
to in paragraphs (b) through (f) of this Section; provided, that the principal
amount of the Indebtedness secured thereby is not increased and that any such
extension, renewal or replacement is limited to the assets originally encumbered
thereby.

                  SECTION 7.3 FUNDAMENTAL CHANGES.

                  (a) The Borrower will not, and will not permit any Material
Subsidiary to, merge into or consolidate into any other Person, or permit any
other Person to merge into or consolidate with it, or liquidate or dissolve;
provided, that if at the time thereof and immediately after giving effect
thereto, no Default or Event of Default shall have occurred and be continuing
(i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or
such Subsidiary if the Borrower is not a party to such merger or if the Borrower
is a party to such merger but is not merged in such transaction) is the
surviving Person, (ii) any Subsidiary may merge into another Subsidiary;
provided, that if any party to such merger is a Subsidiary Loan Party, the
surviving Person shall be or become a Subsidiary Loan Party, (iii) any
Subsidiary may liquidate or dissolve if the Borrower determines in good faith
that such liquidation or dissolution is in the best interests of the Borrower
and is not materially disadvantageous to the Lenders; provided, that any such
merger involving a Person that is not a wholly-owned Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by Section
7.4.

                  (b) The Borrower will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Borrower and its Subsidiaries on the
date hereof and businesses reasonably related thereto.

                  SECTION 7.4 INVESTMENTS, LOANS, CAPITAL EXPENDITURES, ETC.

                  (a) The Borrower will not, and will not permit any of its
Subsidiaries to, purchase, hold or acquire (including pursuant to any merger
with any Person that was not a wholly-owned Subsidiary prior to such merger),
any common stock, evidence of indebtedness or other securities (including any
option, warrant, or other right to acquire any of the foregoing) of, make or
permit to exist any loans or advances to, Guarantee any obligations of, or make
or permit to exist any investment or any other interest in, any other Person
(all of the foregoing being collectively called "INVESTMENTS"), or purchase or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person that constitute a business unit, except:

                           (i) Investments (other than Permitted Investments)
                  existing on the date hereof and set forth on Schedule 7.4
                  (including Investments in Subsidiaries);


                                       44
<PAGE>

                           (ii) Permitted Investments;

                           (iii) Investments in the common stock or securities
                  of any other Person (including any option, warrant or other
                  right to acquire any such stock or securities) or purchases,
                  leases or other acquisitions (in one transaction or a series
                  of transactions) of any assets of any other Person; provided,
                  that (A) the aggregate cash cost of any such Investments or
                  acquisitions (which includes assumed Indebtedness) in any
                  fiscal year of the Borrower does not exceed $25,000,000; (B)
                  the aggregate cash cost of all such Investments and other
                  acquisitions (which includes assumed Indebtedness) does not in
                  any fiscal year of the Borrower exceed $50,000,000; and (C)
                  the aggregate cash cost of all such Investments and other
                  acquisitions (which includes assumed Indebtedness) does not
                  exceed $100,000,000 for the term of the Loans; provided
                  further, that the foregoing limitations shall only be
                  applicable to a particular transaction if, after giving effect
                  to such transaction, Consolidated Total Debt exceeds cash and
                  Cash Equivalents of the Borrower;

                           (iv) Guarantees constituting Indebtedness permitted
                  by Section 7.1; provided, that the aggregate principal amount
                  of Indebtedness of Subsidiaries that are not Subsidiary Loan
                  Parties that is Guaranteed by any Loan Party shall be subject
                  to the limitation set forth in clause (v) of this Section 7.4;

                           (v) Investments made by the Borrower in or to any
                  Subsidiary and by any Subsidiary to the Borrower or in or to
                  another Subsidiary; provided, that (A) any common stock held
                  by any Loan Party shall be pledged pursuant to the Pledge
                  Agreement and (B) the aggregate amount of Investments by Loan
                  Parties in or to, and Guarantees by Loan Parties of
                  Indebtedness of any Subsidiary that is not a Subsidiary Loan
                  Party (including all such Investments and Guarantees existing
                  as of the Closing Date) shall not exceed $5,000,000 at any
                  time outstanding;

                           (vi) loans or advances to employees, officers or
                  directors of the Borrower or any Subsidiary in the ordinary
                  course of business for travel, relocation and related
                  expenses; and

                           (vii) Hedging Agreements permitted by Section 7.10.

                  (b) The Borrower will not, and will not permit any of its
Subsidiaries to, make Capital Expenditures in the aggregate in excess of
$75,000,000 during any fiscal year of the Borrower; provided, that the foregoing
limitation shall only be applicable to a particular expenditure if, after giving
effect to such expenditure, Consolidated Total Debt exceeds cash and Cash
Equivalents of the Borrower.

                  SECTION 7.5 RESTRICTED PAYMENTS. The Borrower will not, and
will not permit its Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any dividend on any class of its stock, or make any
payment on account of, or set apart assets for a sinking or other analogous fund
for, the purchase, redemption, retirement, defeasance or other acquisition of,
any shares of common stock or Indebtedness subordinated to the Obligations of
the Borrower or any options, warrants, or other rights to purchase such common
stock or such Indebtedness, whether now or hereafter outstanding (each, a
"RESTRICTED PAYMENT"), except for (a) dividends payable by the Borrower solely
in shares of any class of its common stock, (b) Restricted Payments made by any
Subsidiary to the Borrower or to another Subsidiary Loan Party and (c) cash
dividends paid on, and cash redemptions of, the common stock of the Borrower;
provided, that (i) no Default or Event of Default has occurred and is continuing
at the time such dividend is paid or redemption is made, and (ii) the aggregate
amount of all such Restricted Payments made by the Borrower in any fiscal year
of the Borrower does not exceed 5% of Consolidated Net Worth (if greater than
$0) as at the end of the immediately preceding fiscal year of the Borrower.

                  SECTION 7.6 SALE OF ASSETS The Borrower will not, and will not
permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or
otherwise dispose of, any of its assets, business or property, whether now owned
or hereafter acquired or issue, sell or otherwise transfer any shares of a
Subsidiary's Capital Stock to any Person other than the Borrower or a Subsidiary
Loan Party (or to qualify directors if required by applicable law), except:


                                       45
<PAGE>

                  (a) the sale or other disposition for fair market value of
         obsolete or worn out property or other property not necessary for
         operations disposed of in the ordinary course of business;

                  (b) the sale of Investments in the ordinary course of
         business; and

                  (c) the disposition of assets in an aggregate amount not to
         exceed, at any time during the term of this Agreement, 15% of the total
         assets of the Borrower and its Subsidiaries on a consolidated basis as
         reflected on the Borrower's most recent annual consolidated balance
         sheet delivered to the Administrative Agent pursuant to Section 5.1(a).

                  SECTION 7.7 TRANSACTIONS WITH AFFILIATES. The Borrower will
not, and will not permit any of its Subsidiaries to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except (a) in the ordinary course of business at prices and
on terms and conditions not less favorable to the Borrower or such Subsidiary
than could be obtained on an arm's-length basis from unrelated third parties,
(b) transactions between or among the Borrower and the Subsidiary Loan Parties
not involving any other Affiliates and (c) any Restricted Payment permitted by
Section 7.5.

                  SECTION 7.8 RESTRICTIVE AGREEMENTS. The Borrower will not, and
will not permit any Subsidiary to, directly or indirectly, enter into, incur or
permit to exist any agreement that prohibits, restricts or imposes any condition
upon (a) the ability of the Borrower or any Subsidiary to create, incur or
permit any Lien upon any of its assets or properties, whether now owned or
hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or
other distributions with respect to its Capital Stock, to make or repay loans or
advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of
the Borrower or any other Subsidiary or to transfer any of its property or
assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the
foregoing shall not apply to restrictions or conditions imposed by law or by
this Agreement or any other Loan Document, (ii) the foregoing shall not apply to
customary restrictions and conditions contained in agreements relating to the
sale of a Subsidiary, or of any assets, pending such sale, provided such
restrictions and conditions apply only to the Subsidiary or assets that are sold
and such sale is permitted hereunder, (iii) clause (a) shall not apply to
restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions and conditions
apply only to the property or assets securing such Indebtedness and (iv) clause
(a) shall not apply to customary provisions in leases and other contracts
restricting the assignment thereof.

                  SECTION 7.9 SALE AND LEASEBACK TRANSACTIONS. The Borrower will
not, and will not permit any of the Subsidiaries to, enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereinafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
sold or transferred.

                  SECTION 7.10 HEDGING AGREEMENTS. The Borrower will not, and
will not permit any of the Subsidiaries to, enter into any Hedging Agreement,
other than Hedging Agreements entered into in the ordinary course of business to
hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in
the conduct of its business or the management of its liabilities. Solely for the
avoidance of doubt, the Borrower acknowledges that a Hedging Agreement entered
into for speculative purposes or of a speculative nature (which shall be deemed
to include any Hedging Agreement under which the Borrower or any of the
Subsidiaries is or may become obliged to make any payment (a) in connection with
the purchase by any third party of any common stock or any Indebtedness or (b)
as a result of changes in the market value of any common stock or any
Indebtedness) is not a Hedging Agreement entered into in the ordinary course of
business to hedge or mitigate risks.

                  SECTION 7.11 AMENDMENT TO MATERIAL DOCUMENTS. The Borrower
will not, and will not permit any Subsidiary to, amend, modify or waive any of
its rights in a manner materially adverse to the Lenders under its certificate
of incorporation, bylaws or other organizational documents.

                  SECTION 7.12 ACCOUNTING CHANGES(a). The Borrower will not, and
will not permit any Subsidiary to, make any significant change in accounting
treatment or reporting practices, except as required by


                                       46
<PAGE>

GAAP, or change the fiscal year of the Borrower or of any Subsidiary, except to
change the fiscal year of a Subsidiary to conform its fiscal year to that of the
Borrower.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

                  SECTION 8.1 EVENTS OF DEFAULT. If any of the following events
(each an "Event of Default") shall occur:

                  (a) the Borrower shall fail to pay any principal of any Loan
or of any reimbursement obligation in respect of any LC Disbursement when and as
the same shall become due and payable, whether at the due date thereof or at a
date fixed for prepayment or otherwise; or

                  (b) the Borrower shall fail to pay any interest on any Loan or
any fee or any other amount (other than an amount payable under clause (a) of
this Article) payable under this Agreement or any other Loan Document, when and
as the same shall become due and payable, and such failure shall continue
unremedied for a period of three (3) or more Business Days; or

                  (c) any representation or warranty made or deemed made by or
on behalf of the Borrower or any Subsidiary in or in connection with this
Agreement or any other Loan Document (including the Schedules attached thereto)
and any amendments or modifications hereof or waivers hereunder, or in any
certificate, report, financial statement or other document submitted to the
Administrative Agent or the Lenders by any Loan Party or any representative of
any Loan Party pursuant to or in connection with this Agreement or any other
Loan Document shall prove to be incorrect in any material respect when made or
deemed made or submitted; or

                  (d) the Borrower shall fail to observe or perform any covenant
or agreement contained in Sections 5.1 (a) through (g), inclusive, 5.2, 5.3
(with respect to the Borrower's existence), 5.9, 5.10, 5.11, 5.12 or Articles VI
or VII; or

                  (e) any Loan Party shall fail to observe or perform any
covenant or agreement contained in this Agreement (other than those referred to
in clauses (a), (b), (c) and (d) above), and such failure shall remain
unremedied for 30 days after the earlier of (i) any Responsible Officer of the
Borrower becomes aware of such failure, or (ii) notice thereof shall have been
given to the Borrower by the Administrative Agent or any Lender; or

                  (f) the Borrower or any Subsidiary (whether as primary obligor
or as guarantor or other surety) shall fail to pay any principal of or premium
or interest on any Material Indebtedness that is outstanding, when and as the
same shall become due and payable (whether at scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement or
instrument evidencing such Indebtedness; or any other event shall occur or
condition shall exist under any agreement or instrument relating to such
Indebtedness and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or permit the acceleration of, the maturity of such
Indebtedness; or any such Indebtedness shall be declared to be due and payable
or required to be prepaid or redeemed (other than by a regularly scheduled
required prepayment or redemption), purchased or defeased, or any offer to
prepay, redeem, purchase or defease such Indebtedness shall be required to be
made, in each case prior to the stated maturity thereof; or

                  (g) the Borrower or any Subsidiary shall (i) commence a
voluntary case or other proceeding or file any petition seeking liquidation,
reorganization or other relief under any federal, state or foreign bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the
appointment of a custodian, trustee, receiver, liquidator or other similar
official of it or any substantial part of its property, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (i) of this Section, (iii) apply for
or consent to the appointment of a custodian, trustee, receiver, liquidator or
other similar official for the Borrower or any such Subsidiary or for a
substantial part of its assets, (iv) file an answer admitting


                                       47
<PAGE>

the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors, or (vi) take any
action for the purpose of effecting any of the foregoing; or

                  (h) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Borrower or any Subsidiary or its debts, or any
substantial part of its assets, under any federal, state or foreign bankruptcy,
insolvency or other similar law now or hereafter in effect or (ii) the
appointment of a custodian, trustee, receiver, liquidator or other similar
official for the Borrower or any Subsidiary or for a substantial part of its
assets, and in any such case, such proceeding or petition shall remain
undismissed for a period of 60 days or an order or decree approving or ordering
any of the foregoing shall be entered; or

                  (i) the Borrower or any Subsidiary shall become unable to pay,
shall admit in writing its inability to pay, or shall fail to pay, its debts as
they become due; or

                  (j) an ERISA Event shall have occurred that, in the opinion of
the Required Lenders, when taken together with other ERISA Events that have
occurred, could reasonably be expected to result in liability to the Borrower
and the Subsidiaries in an aggregate amount exceeding $5,000,000; or

                  (k) any judgment or order for the payment of money that
exceeds $5,000,000 in the aggregate (or, in the case of any judgment or order
for the payment of money entered against the Borrower in that certain pending
class action suit against the Borrower identified on Schedule 4.5, where the
amount not covered by insurance, inclusive of any applicable deductibles or
retainage, exceeds $5,000,000) or that has, or could reasonably be expected to
have, a Material Adverse Effect shall be rendered against the Borrower or any
Subsidiary, and either (i) enforcement proceedings shall have been commenced by
any creditor upon such judgment or order or (ii) there shall be a period of 30
consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect; or

                  (l) any non-monetary judgment or order shall be rendered
against the Borrower or any Subsidiary that has, or could reasonably be expected
to have, a Material Adverse Effect, and there shall be a period of 30
consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect; or

                  (m) a Change in Control shall occur or exist; or

                  (n) any material provision of the Subsidiary Guarantee
Agreement shall for any reason cease to be valid and binding on, or enforceable
against, any Subsidiary Guarantor, or any Subsidiary Guarantor shall so state in
writing, or any Subsidiary Guarantor shall seek to terminate its Subsidiary
Guarantee Agreement or any of its covenants and agreements thereunder; or

                  (o) any material provision of any Pledge Agreement shall for
any reason cease to be valid and binding on, or enforceable against, the
Borrower or any Subsidiary Pledgor or shall cease to give the Collateral Agent
the Liens, rights, powers and privileges purported to be created thereby in
favor of the Collateral Agent for the benefit of the Lenders, or the Borrower or
any such Subsidiary Pledgor shall so state in writing, or the Borrower or any
such Subsidiary Pledgor shall seek to terminate any Pledge Agreement or any of
its covenants and agreements thereunder; or

                  (p) the Borrower or any of its Subsidiaries shall default in
the performance or observance of any term, condition or provision of any
Material Contract which could reasonably be expected to result in a Material
Adverse Effect; or

                  (q) the Borrower or any of its Subsidiaries shall default in
the performance or observance of any term, condition or provision of any Hedging
Agreement with any Lender (or an Affiliate thereof) relating to the Obligations,
and such failure shall continue after the applicable grace period, if any,
specified in such Hedging Agreement; or


                                       48
<PAGE>

                  (r) an event of default shall have occurred under any other
Loan Document;

then, and in every such event (other than an event with respect to the Borrower
described in clause (g) or (h) of this Section) and at any time thereafter
during the continuance of such event, the Administrative Agent may, and upon the
written request of the Required Lenders shall, by notice to the Borrower, take
any or all of the following actions, at the same or different times: (i)
terminate the Commitments, whereupon the Commitment of each Lender shall
terminate immediately; (ii) declare the principal of and any accrued interest on
the Loans, and all other Obligations owing hereunder, to be, whereupon the same
shall become, due and payable immediately, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower,
(iii) enforce, or direct the Collateral Agent to enforce, any or all of the
Liens created pursuant to the Pledge Agreement and (iv) exercise all remedies
contained in any other Loan Document; and that, if an Event of Default specified
in either clause (g) or (h) shall occur, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon, and all fees, and all other Obligations shall automatically
become due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower.

                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

                  SECTION 9.1 APPOINTMENT OF ADMINISTRATIVE AGENT.

                  (a) Each Lender irrevocably appoints SunTrust Bank as the
Administrative Agent (for purposes of this Article IX, the term "Administrative
Agent" shall also include SunTrust Bank in its capacity as Collateral Agent
under the Pledge Agreement) and authorizes it to take such actions on its behalf
and to exercise such powers as are delegated to the Administrative Agent under
this Agreement and the other Loan Documents, together with all such actions and
powers that are reasonably incidental thereto. The Administrative Agent may
perform any of its duties hereunder by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and
powers through their respective Related Parties. The exculpatory provisions set
forth in this Article shall apply to any such sub-agent and the Related Parties
of the Administrative Agent and any such sub-agent and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

                  (b) The Issuing Bank shall act on behalf of the Lenders with
respect to any Letters of Credit issued by it and the documents associated
therewith until such time and except for so long as the Administrative Agent may
agree at the request of the Required Lenders to act for the Issuing Bank with
respect thereto; provided, that the Issuing Bank shall have all the benefits and
immunities (i) provided to the Administrative Agent in this Article IX with
respect to any acts taken or omissions suffered by the Issuing Bank in
connection with Letters of Credit issued by it or proposed to be issued by it
and the application and agreements pertaining to the Letters of Credit as fully
as the term "Administrative Agent" as used in this Article IX included the
Issuing Bank with respect to such acts or omissions and (ii) as additionally
provided in this Agreement with respect to the Issuing Bank.

                  SECTION 9.2 NATURE OF DUTIES OF ADMINISTRATIVE AGENT. The
Administrative Agent shall not have any duties or obligations except those
expressly set forth in this Agreement and the other Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default or an Event of Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except those discretionary rights and powers
expressly contemplated by the Loan Documents that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.2), and (c) except as expressly set forth in the Loan
Documents, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other


                                       49
<PAGE>

number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 10.2) or in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall not be deemed
to have knowledge of any Default or Event of Default unless and until written
notice thereof is given to the Administrative Agent by the Borrower or any
Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements, or other terms and conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article III or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

                  SECTION 9.3 LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT. Each
of the Lenders, the Swingline Lender and the Issuing Bank acknowledges 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 credit analysis and decision to enter into this
Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, continue to make its own decisions in
taking or not taking of any action under or based on this Agreement, any related
agreement or any document furnished hereunder or thereunder.

                  SECTION 9.4 CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT. If the
Administrative Agent shall request instructions from the Required Lenders with
respect to any action or actions (including the failure to act) in connection
with this Agreement, the Administrative Agent shall be entitled to refrain from
such act or taking such act, unless and until it shall have received
instructions from such Lenders; and the Administrative Agent shall not incur
liability to any Person by reason of so refraining. Without limiting the
foregoing, no Lender shall have any right of action whatsoever against the
Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder in accordance with the instructions of the
Required Lenders where required by the terms of this Agreement.

                  SECTION 9.5 RELIANCE BY ADMINISTRATIVE AGENT. The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed, sent or made by the proper Person. The Administrative
Agent may also rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person and shall not incur any liability
for relying thereon. The Administrative Agent may consult with legal counsel
(including counsel for the Borrower), independent public accountants and other
experts selected by it and shall not be liable for any action taken or not taken
by it in accordance with the advice of such counsel, accountants or experts.

                  SECTION 9.6 THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL
CAPACITY. The bank serving as the Administrative Agent shall have the same
rights and powers under this Agreement and any other Loan Document in its
capacity as a Lender as any other Lender and may exercise or refrain from
exercising the same as though it were not the Administrative Agent; and the
terms "Lenders", "Required Lenders", "holders of Notes", or any similar terms
shall, unless the context clearly otherwise indicates, include the
Administrative Agent in its individual capacity. The bank acting as the
Administrative Agent and its Affiliates may accept deposits from, lend money to,
and generally engage in any kind of business with the Borrower or any Subsidiary
or Affiliate of the Borrower as if it were not the Administrative Agent
hereunder.

                  SECTION 9.7 SUCCESSOR ADMINISTRATIVE AGENT.

                  (a) The Administrative Agent may resign at any time by giving
notice thereof to the Lenders and the Borrower. Upon any such resignation, the
Required Lenders shall have the right to appoint a successor Administrative
Agent, subject to the approval by the Borrower provided that no Default or Event
of Default shall exist at such time. If no successor Administrative Agent shall
have been so appointed, and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Bank, appoint a successor Administrative


                                       50
<PAGE>

Agent, which shall be (i) one of the other Lenders under this Agreement or (ii)
a commercial bank organized under the laws of the United States of America or
any state thereof or a bank which maintains an office in the United States,
having a combined capital and surplus of at least $500,000,000.

                  (b) Upon the acceptance of its appointment as the
Administrative Agent hereunder by a successor, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations under
this Agreement and the other Loan Documents. If within 45 days after written
notice is given of the retiring Administrative Agent's resignation under this
Section 9.7 no successor Administrative Agent shall have been appointed and
shall have accepted such appointment, then on such 45th day (i) the retiring
Administrative Agent's resignation shall become effective, (ii) the retiring
Administrative Agent shall thereupon be discharged from its duties and
obligations under the Loan Documents and (iii) the Required Lenders shall
thereafter perform all duties of the retiring Administrative Agent under the
Loan Documents until such time as the Required Lenders appoint a successor
Administrative Agent as provided above. After any retiring Administrative
Agent's resignation hereunder, the provisions of this Article IX shall continue
in effect for the benefit of such retiring Administrative Agent and its
representatives and agents in respect of any actions taken or not taken by any
of them while it was serving as the Administrative Agent.

                                   ARTICLE X

                                  MISCELLANEOUS

                  SECTION 10.1 NOTICES.

                  (a) Except in the case of notices and other communications
expressly permitted to be given by telephone, all notices and other
communications to any party herein to be effective shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

<TABLE>
<S>                                                       <C>
                  To the Borrower and
                     any Subsidiary Loan Party:           Sykes Enterprises, Incorporated
                                                          100 North Tampa Street, Suite 3900
                                                          Tampa, Florida 33602
                                                          Attention:  Chief Financial Officer
                                                          Telecopy Number: (813) 233-6185

                  With a copy to:                         Sykes Enterprises, Incorporated
                                                          100 North Tampa Street, Suite 3900
                                                          Tampa, Florida 33602
                                                          Attention:  General Counsel
                                                          Telecopy Number: (813) 233-6185

                  To the Administrative Agent,
                           Collateral Agent and
                           Swingline Lender:              SunTrust Bank
                                                          401 East Jackson Street
                                                          18th Floor, MC 4182
                                                          Tampa, Florida 33602
                                                          Attention: Donald Campisano,
                                                              Director
                                                          Telecopy Number:  (813) 224-2833
</TABLE>


                                       51
<PAGE>

<TABLE>
<CAPTION>
<S>                                                       <C>
                  With a copy to:                         SunTrust Capital Markets, Inc.
                                                          303 Peachtree Street, N. E., 25th Floor
                                                          Atlanta, Georgia 30308
                                                          Attention:  Agency Services
                                                          Telecopy Number: (404) 658-4906

                  To the Issuing Bank:                    SunTrust Bank
                                                          25 Park Place, N.E./MC 3706
                                                          Atlanta, Georgia 30303
                                                          Attention:  Michael E. Sullivan,
                                                              Group Vice President
                                                          Telecopy Number:  (404) 588-8129

                  To any other Lender:                    the address set forth in the Administrative Questionnaire
</TABLE>

                  Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the other parties
hereto. All such notices and other communications shall, when transmitted by
overnight delivery, or faxed, be effective when delivered for overnight
(next-day) delivery, or transmitted in legible form by facsimile machine,
respectively, or if mailed, upon the third Business Day after the date deposited
into the mails or if delivered, upon delivery; provided, that notices delivered
to the Administrative Agent, the Issuing Bank or the Swingline Lender shall not
be effective until actually received by such Person at its address specified in
this Section 10.1.

                  (b) Any agreement of the Administrative Agent and the Lenders
herein to receive certain notices by telephone or facsimile is solely for the
convenience and at the request of the Borrower. The Administrative Agent and the
Lenders shall be entitled to rely on the authority of any Person purporting to
be a Person authorized by the Borrower to give such notice and the
Administrative Agent and Lenders shall not have any liability to the Borrower or
other Person on account of any action taken or not taken by the Administrative
Agent or the Lenders in reliance upon such telephonic or facsimile notice. The
obligation of the Borrower to repay the Loans and all other Obligations
hereunder shall not be affected in any way or to any extent by any failure of
the Administrative Agent and the Lenders to receive written confirmation of any
telephonic or facsimile notice or the receipt by the Administrative Agent and
the Lenders of a confirmation which is at variance with the terms understood by
the Administrative Agent and the Lenders to be contained in any such telephonic
or facsimile notice.

                  SECTION 10.2 WAIVER; AMENDMENTS.

                  (a) No failure or delay by the Administrative Agent, the
Issuing Bank or any Lender in exercising any right or power hereunder or any
other Loan Document, and no course of dealing between the Borrower and the
Administrative Agent or any Lender, shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power or any abandonment or
discontinuance of steps to enforce such right or power, preclude any other or
further exercise thereof or the exercise of any other right or power hereunder
or thereunder. The rights and remedies of the Administrative Agent, the Issuing
Bank and the Lenders hereunder and under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies provided by law. No waiver of
any provision of this Agreement or any other Loan Document or consent to any
departure by the Borrower therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section, and then such waiver
or consent shall be effective only in the specific instance and for the purpose
for which given. Without limiting the generality of the foregoing, the making of
a Loan or the issuance of a Letter of Credit shall not be construed as a waiver
of any Default or Event of Default, regardless of whether the Administrative
Agent, any Lender or the Issuing Bank may have had notice or knowledge of such
Default or Event of Default at the time.

                  (b) No amendment or waiver of any provision of this Agreement
or the other Loan Documents, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Borrower and the Required Lenders or the Borrower and the
Administrative Agent with the consent of the Required Lenders and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, that no amendment or waiver shall:
(i) increase the Commitment of any Lender without the written consent of such
Lender, (ii) reduce the principal


                                       52
<PAGE>

amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or
reduce any fees payable hereunder, without the written consent of each Lender
affected thereby, (iii) postpone the date fixed for any payment of any principal
of, or interest on, any Loan or LC Disbursement or interest thereon or any fees
hereunder or reduce the amount of, waive or excuse any such payment, or postpone
the scheduled date for the termination or reduction of any Commitment, without
the written consent of each Lender affected thereby, (iv) change Section 2.21(b)
or (c) in a manner that would alter the pro rata sharing of payments required
thereby, without the written consent of each Lender affected thereby, (v) change
any of the provisions of this Section or the definition of "Required Lenders" or
any other provision hereof specifying the number or percentage of Lenders which
are required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the consent of each
Lender; (vi) release any Subsidiary Guarantor or limit the liability of any such
Subsidiary Guarantor under any Subsidiary Guarantee Agreement, without the
consent of each Lender; (vii) except as a result of any merger of a Subsidiary
Pledgee permitted by Section 7.3 where such Subsidiary Pledgee is not the
surviving Person, release any of the Collateral securing any of the Obligations
or agree to subordinate any Lien in such Collateral to any other creditor of the
Borrower or any Subsidiary, without, in each case, the consent of each Lender;
provided further, that no such agreement shall amend, modify or otherwise affect
the rights, duties or obligations of the Administrative Agent, the Issuing Bank
or the Swingline Lender without the prior written consent of such Person.

                  SECTION 10.3 EXPENSES; INDEMNIFICATION.

                  (a) The Borrower shall pay (i) all reasonable, out-of-pocket
costs and expenses of the Administrative Agent, the Collateral Agent and their
respective Affiliates, including the reasonable fees, charges and disbursements
of counsel for the Administrative Agent, the Collateral Agent and their
respective Affiliates, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents and any amendments, modifications or waivers thereof (whether or not
the transactions contemplated in this Agreement or any other Loan Document shall
be consummated), (ii) all reasonable out-of-pocket expenses incurred by the
Issuing Bank in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket costs and expenses (including, without limitation, the reasonable
fees, charges and disbursements of outside counsel and the reasonable allocated
cost of inside counsel) incurred by the Administrative Agent, the Collateral
Agent, the Issuing Bank or any Lender (including the Swingline Lender) in
connection with the enforcement or protection of its rights in connection with
this Agreement, including its rights under this Section, or in connection with
the Loans made or any Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

                  (b) The Borrower shall indemnify the Administrative Agent, the
Collateral Agent, the Issuing Bank and each Lender, and each Related Party of
any of the foregoing (each, an "INDEMNITEE") against, and hold each of them
harmless from, any and all costs, losses, liabilities, claims, damages and
related expenses, including the fees, charges and disbursements of any counsel
for any Indemnitee, which may be incurred by or asserted against any Indemnitee
arising out of, in connection with or as a result of (i) the execution or
delivery of this Agreement or any other agreement or instrument contemplated
hereby, the performance by the parties hereto of their respective obligations
hereunder or the consummation of any of the transactions contemplated hereby,
(ii) any Loan or Letter of Credit or any actual or proposed use of the proceeds
therefrom (including any refusal by the Issuing Bank to honor a demand for
payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit),
(iii) any actual or alleged presence or release of Hazardous Materials on or
from any property owned by the Borrower or any Subsidiary or any Environmental
Liability related in any way to the Borrower or any Subsidiary or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to
any of the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided, that the
Borrower shall not be obligated to indemnify any Indemnitee for any of the
foregoing arising out of such Indemnitee's gross negligence or willful
misconduct as determined by a court of competent jurisdiction in a final and
nonappealable judgment.

                  (c) The Borrower shall pay, and hold the Administrative Agent,
the Collateral Agent and each of the Lenders harmless from and against, any and
all present and future stamp, documentary, and other similar taxes with respect
to this Agreement and any other Loan Documents, any collateral described
therein, or any payments due thereunder, and save the Administrative Agent and
each Lender harmless from and against any and all liabilities with respect to or
resulting from any delay or omission to pay such taxes.


                                       53
<PAGE>

                  (d) To the extent that the Borrower fails to pay any amount
required to be paid to the Administrative Agent, the Collateral Agent, the
Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) hereof, each
Lender severally agrees to pay to the Administrative Agent, the Collateral
Agent, the Issuing Bank or the Swingline Lender, as the case may be, such
Lender's Pro Rata Share (determined as of the time that the unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided, that the
unreimbursed expense or indemnified payment, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline
Lender in its capacity as such.

                  (e) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER
SHALL NOT ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST ANY INDEMNITEE, ON ANY
THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES
(AS OPPOSED TO ACTUAL OR DIRECT DAMAGES) ARISING OUT OF, IN CONNECTION WITH OR
AS A RESULT OF, THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED
HEREBY, THE TRANSACTIONS CONTEMPLATED THEREIN, ANY LOAN OR ANY LETTER OF CREDIT
OR THE USE OF PROCEEDS THEREOF.

                  (f) All amounts due under this Section shall be payable
promptly after written demand therefor.

                  SECTION 10.4 SUCCESSORS AND ASSIGNS.

                  (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, except that the Borrower may not assign or transfer any of its rights
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void).

                  (b) Any Lender may at any time assign to one or more assignees
all or a portion of its rights and obligations under this Agreement and the
other Loan Documents (including all or a portion of its Commitment and the Loans
and LC Exposure at the time owing to it); provided, that (i) except in the case
of an assignment to a Lender or an Affiliate of a Lender, each of the Borrower
and the Administrative Agent (and, in the case of an assignment of all or a
portion of a Commitment or any Lender's obligations in respect of its LC
Exposure or Swingline Exposure, the Issuing Bank and the Swingline Lender) must
give their prior written consent (which consent shall not be unreasonably
withheld or delayed), (ii) except in the case of an assignment to a Lender or an
Affiliate of a Lender or an assignment of the entire amount of the assigning
Lender's Commitment hereunder or an assignment while an Event of Default has
occurred and is continuing, the amount of the Commitment of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $1,000,000 (unless the Borrower and the
Administrative Agent shall otherwise consent), (iii) each partial assignment
shall be made as an assignment of a proportionate part of all the assigning
Lender's rights and obligations under this Agreement and the other Loan
Documents, (iv) the assigning Lender and the assignee shall execute and deliver
to the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee payable by the assigning Lender or the assignee
(as determined between such Persons) in an amount equal to $1,000, (v) such
assignee, if it is not a Lender, shall deliver a duly completed Administrative
Questionnaire to the Administrative Agent; and (vi) such assignee, if a Foreign
Lender, shall have complied with its obligations under Section 2.20(e);
provided, that any consent of the Borrower otherwise required hereunder shall
not be required if an Event of Default has occurred and is continuing. Upon the
execution and delivery of the Assignment and Acceptance and payment by such
assignee to the assigning Lender of an amount equal to the purchase price agreed
between such Persons, such assignee shall become a party to this Agreement and
any other Loan Documents to which such assigning Lender is a party and, to the
extent of such interest assigned by such Assignment and Acceptance, shall have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender shall be released from its obligations hereunder to a corresponding
extent (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.17, 2.18, 2.19 and 2.20 and 10.3. Upon the consummation
of any such assignment hereunder, the assigning Lender, the Administrative Agent
and the Borrower shall make appropriate arrangements to have new Notes issued in
exchange for the existing Notes if so requested by either or both the


                                       54
<PAGE>

assigning Lender or the assignee. Any assignment or other transfer by a Lender
that does not fully comply with the terms of this clause (b) shall be treated
for purposes of this Agreement as a sale of a participation pursuant to clause
(c) below.

                  (c) Any Lender may at any time, without the consent of the
Borrower, the Administrative Agent, the Collateral Agent, the Issuing Bank or
the Swingline Lender, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment, the Loans
owing to it and its LC Exposure); provided, that (i) such Lender's obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of its
obligations hereunder, and (iii) the Borrower, the Administrative Agent, the
Collateral Agent, the Issuing Bank, the Swingline Lender and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement and the other Loan
Documents. Any agreement between such Lender and the Participant with respect to
such participation shall provide that such Lender shall retain the sole right
and responsibility to enforce this Agreement and the other Loan Documents and
the right to approve any amendment, modification or waiver of this Agreement and
the other Loan Documents; provided, that such participation agreement may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver of this Agreement described in the
first proviso of Section 10.2(b) that affects the Participant. The Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.17,
2.18, 2.19 and 2.20 to the same extent as if it were a Lender hereunder and had
acquired its interest by assignment pursuant to paragraph (b); provided, that no
Participant shall be entitled to receive any greater payment under Section 2.17
2.18 or 2.20 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant unless the sale of such
participation is made with the Borrower's prior written consent. To the extent
permitted by law, the Borrower agrees that each Participant shall be entitled to
the benefits of Section 2.21 as though it were a Lender, provided, that such
Participant agrees to share with the Lenders the proceeds thereof in accordance
with Section 2.21 as fully as if it were a Lender hereunder. Notwithstanding the
foregoing, a Participant that would be a Foreign Lender if it were a Lender
shall not be entitled to the benefits of Section 2.20 unless the Borrower is
notified of such participation sold to such Participant and such Participant
first complies, for the benefit of the Borrower, with Section 2.20(e) as though
it were a Lender hereunder.

                  (d) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement and its Notes
(if any) to secure its obligations to a Federal Reserve Bank without complying
with this Section; provided, that no such pledge or assignment shall release a
Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

                  (e) Notwithstanding anything to the contrary contained herein,
any Lender (a "Granting Lender") may grant to a special purpose funding vehicle
(an "SPV"), identified as such in writing from time to time by the Granting
Lender to the Administrative Agent and the Borrower, the option to provide to
the Borrower all or any part of any Loan that such Granting Lender would
otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided, that (i) nothing herein shall constitute a commitment by any SPV to
make any Loan and (ii) if an SPV elects not to exercise such option or otherwise
fails to provide all or any part of any Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof. The making of a Loan
by an SPV hereunder shall utilize the Commitment of the Granting Lender to the
same extent, and as if such Loan were made by such Granting Lender. Each party
hereto hereby agrees that no SPV shall be liable for any indemnity or similar
payment obligation under this Agreement (all liability for which shall remain
with the Granting Lender). In furtherance of the foregoing, each party hereto
hereby agrees (which agreement shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the payment in full
of all outstanding commercial paper or other senior indebtedness of any SPV, it
will not institute against, or join any other person in instituting against,
such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State. Notwithstanding
anything to the contrary in this Section 10.4, any SPV may (i) with notice to,
but without the prior written consent of, the Borrower and the Administrative
Agent and without paying any processing fee therefor, assign all or a portion of
its interests in any Loans to the Granting Lender or to any financial
institutions (consented to by the Borrower and the Administrative Agent)
providing liquidity and/or credit support to or for the account of such SPV to
support the funding or maintenance of Loans and (ii) disclose on a confidential
basis any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPV. As


                                       55
<PAGE>

this Section 10.4(e) applies to any particular SPV, this Section may not be
amended without the written consent of such SPV.

                  SECTION 10.5 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE
OF PROCESS.

                  (a) This Agreement and the other Loan Documents shall be
construed in accordance with and be governed by the law (without giving effect
to the conflict of law principles thereof) of the State of Florida.

                  (b) The Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the non-exclusive jurisdiction of the
United States District Court of the Middle District of Florida, and of any state
court of the State of Florida located in Hillsborough County and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement or any other Loan Document or the transactions contemplated
hereby or thereby, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such Florida state court or, to the extent permitted by applicable law, such
Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Loan Document shall affect any right that
the Administrative Agent, the Issuing Bank or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan
Document against the Borrower or its properties in the courts of any
jurisdiction.

                  (c) The Borrower irrevocably and unconditionally waives any
objection which it may now or hereafter have to the laying of venue of any such
suit, action or proceeding described in paragraph (b) of this Section and
brought in any court referred to in the first sentence of paragraph (b) of this
Section. Each of the parties hereto irrevocably waives, to the fullest extent
permitted by applicable law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

                  (d) Each party to this Agreement irrevocably consents to the
service of process in the manner provided for notices in Section 10.1. Nothing
in this Agreement or in any other Loan Document will affect the right of any
party hereto to serve process in any other manner permitted by law.

                  SECTION 10.6 WAIVER OF JURY TRIAL. EACH PARTY HERETO
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 10.7 RIGHT OF SETOFF. In addition to any rights now or
hereafter granted under applicable law and not by way of limitation of any such
rights, each Lender and the Issuing Bank shall have the right, at any time or
from time to time upon the occurrence and during the continuance of an Event of
Default, without prior notice to the Borrower, any such notice being expressly
waived by the Borrower to the extent permitted by applicable law, to set off and
apply against all deposits (general or special, time or demand, provisional or
final) of the Borrower and any Subsidiary at any time held or other obligations
at any time owing by such Lender and the Issuing Bank to or for the credit or
the account of the Borrower against any and all Obligations held by such Lender
or the Issuing Bank, as the case may be, irrespective of whether such Lender or
the Issuing Bank shall have made demand hereunder and although such Obligations
may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the
Administrative Agent and the Borrower after any such set-off and any application
made by such Lender and the Issuing Bank, as the case may be; provided, that the
failure to give such notice shall not affect the validity of such set-off and
application.


                                       56
<PAGE>

                  SECTION 10.8 COUNTERPARTS; EFFECTIVENESS; INTEGRATION. This
Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Notwithstanding execution of this Agreement by the Borrower and each
of the Lenders party hereto and satisfaction (or waiver) of each of the
conditions set forth in Section 3.1, this Agreement shall not be or become
effective and binding upon the parties until executed and accepted by the
Administrative Agent in its capacity as such on behalf of the Lenders. This
Agreement, the other Loan Documents, and any separate letter agreement(s)
relating to any fees payable to the Administrative Agent constitute the entire
agreement among the parties hereto and thereto regarding the subject matters
hereof and thereof and supersede all prior agreements and understandings, oral
or written, regarding such subject matters.

                  SECTION 10.9 SURVIVAL. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, the Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect so long as (a) the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid or any Letter of Credit is outstanding, (b) the Commitments have not
expired or terminated and (c) any Hedging Agreement with any Lender (or an
Affiliate thereof) relating to the Obligations remains in effect. The provisions
of Sections 2.17, 2.18, 2.19, 2.20, and 10.3 and Article IX shall survive and
remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any provision hereof. All representations and warranties made
herein, in the certificates, reports, notices, and other documents delivered
pursuant to this Agreement shall survive the execution and delivery of this
Agreement and the other Loan Documents, and the making of the Loans and the
issuance of the Letters of Credit.

                  SECTION 10.10 SEVERABILITY. Any provision of this Agreement or
any other Loan Document held to be illegal, invalid or unenforceable in any
jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of
such illegality, invalidity or unenforceability without affecting the legality,
validity or enforceability of the remaining provisions hereof or thereof; and
the illegality, invalidity or unenforceability of a particular provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

                  SECTION 10.11 CONFIDENTIALITY. Each of the Administrative
Agent, the Issuing Bank and each Lender agrees to take normal and reasonable
precautions to maintain the confidentiality of any information designated in
writing as confidential and provided to it by the Borrower or any Subsidiary,
except that such information may be disclosed (a) to any Related Party of the
Administrative Agent, the Collateral Agent, the Issuing Bank or any such Lender,
including without limitation accountants, legal counsel and other advisors, (b)
to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (c) to the extent requested by any regulatory agency or
authority, (d) to the extent that such information becomes publicly available
other than as a result of a breach of this Section, or which becomes available
to the Administrative Agent, the Collateral Agent, the Issuing Bank, any Lender
or any Related Party of any of the foregoing on a nonconfidential basis from a
source other than the Borrower, (e) in connection with the exercise of any
remedy hereunder or any suit, action or proceeding relating to this Agreement or
to any Hedging Agreement relating to the Obligations or the enforcement of
rights hereunder or thereunder, (f) subject to provisions substantially similar
to this Section 10.11, to any actual or prospective assignee or Participant, or
to any Person involved in any Hedging Agreement relating to the Obligations
(including any swap counterparties), or (g) with the consent of the Borrower.
Any Person required to maintain the confidentiality of any information as
provided for 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 its
own confidential information.

                  SECTION 10.12 INTEREST RATE LIMITATION. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which may be treated
as interest on such Loan under applicable law (collectively, the "CHARGES"),
shall exceed the maximum lawful rate of interest (the "MAXIMUM RATE") which may
be contracted for, charged, taken, received or reserved by


                                       57
<PAGE>

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

                  SECTION 10.13 CURRENCY CONVERSION. All payments of Obligations
under this Agreement, the Notes or any other Loan Document shall be made in U.S.
Dollars, except for Loans funded, or reimbursement obligations with respect to
Letters of Credit issued, in any Foreign Currency, which shall be repaid,
including interest thereon, in the applicable currency. If any payment of any
Obligation, whether through payment by the Borrower or the proceeds of any
collateral, shall be made in a currency other than the currency required
hereunder, such amount shall be converted into the currency required hereunder
at the current market rate for the purchase of the currency required hereunder
with the currency in which such obligation was paid, as quoted by the Lender who
is the Administrative Agent in accordance with the methods customarily used by
such Lender for such purposes as of the time of such determination. The parties
hereto hereby agree, to the fullest extent that they may effectively do so under
applicable law, that (a) if for the purposes of obtaining any judgment or award
it becomes necessary to convert from any currency other than the currency
required hereunder into the currency required hereunder any amount in connection
with the Obligations, then the conversion shall be made as provided above on the
Business Day before the day on which the judgment or award is given, (b) in the
event that there is a change in the rate of exchange prevailing between the
Business Day before the day on which the judgment or award is given and the date
of payment, the Borrower will pay to the Administrative Agent, for the benefit
of the Lenders, such additional amounts (if any) as may be necessary, and the
Administrative Agent, on behalf of the Lenders, will pay to the Borrower such
excess amounts (if any) as result from such change in the rate of exchange, to
assure that the amount paid on such date is the amount in such other currency,
which when converted at the rate of exchange described herein on the date of
payment, is the amount then due in the currency required hereunder, and (c) any
amount due from the Borrower under this Section 10.13 shall be due as a separate
debt and shall not be affected by judgment or award being obtained for any other
sum due. For the avoidance of doubt, the parties affirm and agree that neither
the fixation of the conversion rate of Pounds or Kronas against the Euro as a
single currency, in accordance with the Treaty Establishing the European
Economic Community, as amended by the Treaty on the European Union (The
Maastricht Treaty), nor the conversion of the Obligations under this Agreement
from Pounds or Kronas into Euros will be a reason for early termination or
revision of this Agreement or prepayment of any amount due under this Agreement
or create any liability of any party towards any other party for any direct or
consequential loss arising from any of these events. As of the date that Pounds
or Kronas are no longer the lawful currency of the United Kingdom or Sweden, as
the case may be, all funding and payment Obligations to be made in such affected
currency under this Agreement shall be satisfied in Euros. If, in relation to
the currency of any member state of the European Union that adopts the Euro as
its lawful currency, the basis of accrual of interest expressed in this
Agreement in respect of that currency shall be inconsistent with any convention
or practice in the London interbank market for the basis of accrual of interest
in respect of the Euro, such expressed basis shall be replaced by such
convention or practice with effect from the date on which such member state
adopts the Euro as its lawful currency; provided, that if any Borrowing in the
currency of such member state is outstanding immediately prior to such date,
such replacement shall take effect, with respect to such Borrowing, at the end
of the then current Interest Period.

                  SECTION 10.14 EXCHANGE RATES.

                  (a) Not later than 2:00 p.m. on each Calculation Date, the
Administrative Agent shall (i) determine the Exchange Rate as of such
Calculation Date with respect to the applicable Foreign Currency, and (b) give
notice thereof to the Lenders and the Borrower. The Exchange Rates so determined
shall become effective on the first Business Day immediately following the
relevant Calculation Date (a "RESET DATE"), shall remain effective until the
next succeeding Reset Date, and shall for all purposes of this Agreement (other
than Section 10.13 or any other provision expressly requiring the use of a
current Exchange Rate) be the Exchange Rates employed in determining the U.S.
Dollar Equivalent of any amounts of Foreign Currency.

                  (b) Not later than 5:00 p.m. on each Reset Date and each date
on which Loans and/or Letters of Credit denominated in any Foreign Currency are
made or issued, the Administrative Agent shall (i) determine the


                                       58
<PAGE>

U.S. Dollar Equivalent of the aggregate principal amounts of the Revolving Loans
and the LC Exposure denominated in such currencies (after giving effect to any
Loans and/or Letters of Credit denominated in such currencies being made,
issued, repaid, or cancelled or reduced on such date), and (ii) notify the
Lenders and the Borrower of the results of such determination.

                  SECTION 10.15 REDENOMINATION OF CERTAIN FOREIGN CURRENCIES.

                  (a) Each obligation of any party to this Agreement to make a
payment denominated in Pounds or Kronas shall, in the event that the United
Kingdom or Sweden, as applicable, adopts the Euro as its lawful currency after
the date hereof, be redenominated into Euro at the time of such adoption (in
accordance with the EMU Legislation). In such event, if the basis of accrual of
interest expressed in this Agreement in respect of Pounds or Kronas shall be
inconsistent with any convention or practice in the London interbank market for
the basis of accrual of interest in respect of the Euro, such expressed basis
shall be replaced by such convention or practice with effect from the date on
which the United Kingdom or Sweden, as applicable, adopts the Euro as its lawful
currency; provided, that if any Borrowing in Pounds or Kronas is outstanding
immediately prior to such date, such replacement shall take effect, with respect
to such Borrowing, at the end of the then current Interest Period.

                  (b) Without prejudice and in addition to any method of
conversion or rounding prescribed by any EMU Legislation and (i) without
limiting the liability of any Borrower for any amount due under this Agreement
or any of the other Loan Documents and (ii) without increasing any Commitment of
any Lender, all references in this Agreement to minimum amounts (or integral
multiples thereof) denominated in Pounds or Kronas shall, immediately upon the
adoption by the United Kingdom or Sweden, as applicable, of the Euro as its
lawful currency, be replaced by references to such minimum amounts (or integral
multiples thereof) as shall be specified herein with respect to Borrowings
denominated in Euro.

                  (c) Each provision of this Agreement shall be subject to such
reasonable changes of construction as the Administrative Agent and the Borrower
may from time to time agrees to be appropriate to reflect the adoption of the
Euro by the United Kingdom or Sweden, as applicable, and any relevant market
conventions or practices relating to the Euro.

                  SECTION 10.16 COMPLETE AGREEMENT. The Loan Documents
constitute the entire understanding among the Loan Parties, the Lenders, the
Swingline Lender, the Issuing Bank, and the Administrative Agent and supersede
all earlier or contemporaneous agreements, whether written or oral, concerning
the subject matter of the Loan Documents. THIS WRITTEN AGREEMENT TOGETHER WITH
THE OTHER LOAN DOCUMENTS REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

                        [Signatures follow on next page]


                                       59
<PAGE>

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


                                       SYKES ENTERPRISES, INCORPORATED

                                       By: /s/  W. Michael Kipphut
                                           ------------------------------------
                                           Name:  W. Michael Kipphut
                                           Title:  Group Executive and
                                                 Senior Vice President - Finance

                                       SUNTRUST BANK,

                                       AS ADMINISTRATIVE AGENT, AS COLLATERAL
                                          AGENT, AS ISSUING BANK, AS SWINGLINE
                                          LENDER AND AS A LENDER

                                       By  /s/  Karen C. Copeland
                                           ------------------------------------
                                           Name:  Karen C. Copeland
                                           Title:    Vice President

                                       Revolving Commitment:  $25,000,000

                                       Swingline Commitment: $10,000,000


                                      S-1
<PAGE>

                                       WACHOVIA BANK, NATIONAL ASSOCIATION

                                       By: /s/  J. Andrew Phelps
                                           ------------------------------------
                                       Name:  J. Andrew Phelps
                                       Title:  Vice President

                                            Revolving Commitment:  $20,000,000


                                      S-2
<PAGE>

                                       BNP PARIBAS

                                       By:   /s/  Craig Pierce
                                           -------------------------------------
                                       Name: Craig Pierce
                                       Title:   Associate

                                       By:  /s/  Mike Shryock
                                           -------------------------------------
                                       Name: Mike Shryock
                                       Title:  Vice President

                                       Revolving Commitment:  $15,000,000


                                      S-3

<PAGE>

                                   SCHEDULE I
                                  PRICING GRID

<TABLE>
<CAPTION>
                                            Applicable Margin                      Applicable Percentage
          Leverage Ratio                       (per annum)                              (per annum)
                                     Base Rate            LIBOR             Commitment Fee        Commitment Fee
                                                                           if Utilization     if Utilization Rate
                                                                              Rate < 50%           > or =  +50%
<S>                                  <C>                  <C>              <C>                <C>
Level I:  <  1.00                      0.25%              1.25%                0.50%                 0.25%
Level II:  > or = 1.00 and < 1.50      0.50%              1.50%                0.50%                 0.275%
Level III:  > or = 1.50 and < 2.00     0.75%              1.75%                0.50%                 0.30%
Level IV:  > or = 2.00                 1.00%              2.00%                0.50%                 0.35%
</TABLE>


                                  Schedule I-1