<PAGE>

                                                                     EXHIBIT 4.1

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

                                          [Published CUSIP Number:_____________]

                                CREDIT AGREEMENT

                            Dated as of June 15, 2004

                                      among

                       TELEDYNE TECHNOLOGIES INCORPORATED,
                                as the Borrower,

             CERTAIN SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,
                               as the Guarantors,

                             BANK OF AMERICA, N.A.,
           as Administrative Agent, Swing Line Lender and L/C Issuer,

                              THE BANK OF NEW YORK,
                              as Syndication Agent

                                       and

                         THE OTHER LENDERS PARTY HERETO

                         BANC OF AMERICA SECURITIES LLC,
                              as Sole Book Manager

                                       and

                         BANC OF AMERICA SECURITIES, LLC
                                       and
                            BNY CAPITAL MARKETS, INC.
                             as Joint Lead Arrangers

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                  <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS.......................................................................     1
         1.01     Defined Terms..................................................................................     1
         1.02     Other Interpretive Provisions..................................................................    20
         1.03     Accounting Terms...............................................................................    21
         1.04     Rounding.......................................................................................    21
         1.05     References to Agreements and Laws..............................................................    21
         1.06     Times of Day...................................................................................    22
         1.07     Letter of Credit Amounts.......................................................................    22
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS.................................................................    22
         2.01     Revolving Loans................................................................................    22
         2.02     Borrowings, Conversions and Continuations of Loans.............................................    22
         2.03     Letters of Credit..............................................................................    24
         2.04     Swing Line Loans...............................................................................    32
         2.05     Prepayments....................................................................................    34
         2.06     Termination or Reduction of Aggregate Revolving Commitments....................................    35
         2.07     Repayment of Loans.............................................................................    36
         2.08     Interest.......................................................................................    36
         2.09     Fees...........................................................................................    36
         2.10     Computation of Interest and Fees...............................................................    37
         2.11     Evidence of Debt...............................................................................    37
         2.12     Payments Generally; Administrative Agent's Clawback............................................    37
         2.13     Sharing of Payments by Lenders.................................................................    39
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY...............................................................    40
         3.01     Taxes..........................................................................................    40
         3.02     Illegality.....................................................................................    41
         3.03     Inability to Determine Rates...................................................................    42
         3.04     Increased Costs................................................................................    42
         3.05     Funding Losses.................................................................................    43
         3.06     Mitigation Obligations; Replacement of Lenders.................................................    44
         3.07     Survival.......................................................................................    44
ARTICLE IV GUARANTY..............................................................................................    44
         4.01     The Guaranty...................................................................................    45
         4.02     Obligations Unconditional......................................................................    45
         4.03     Reinstatement..................................................................................    46
         4.04     Certain Additional Waivers.....................................................................    46
         4.05     Remedies.......................................................................................    46
         4.06     Rights of Contribution.........................................................................    46
         4.07     Guarantee of Payment; Continuing Guarantee.....................................................    47
ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS..............................................................    47
         5.01     Conditions of Initial Credit Extension.........................................................    47
         5.02     Conditions to all Credit Extensions............................................................    48
ARTICLE VI REPRESENTATIONS AND WARRANTIES........................................................................    49
         6.01     Existence, Qualification and Power.............................................................    49
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
         6.02     Authorization; No Contravention................................................................    49
         6.03     Governmental Authorization; Other Consents.....................................................    50
         6.04     Binding Effect.................................................................................    50
         6.05     Financial Statements; No Material Adverse Effect...............................................    50
         6.06     Litigation.....................................................................................    51
         6.07     No Default.....................................................................................    51
         6.08     Ownership of Property; Liens...................................................................    51
         6.09     Environmental Compliance.......................................................................    51
         6.10     Insurance......................................................................................    51
         6.11     Taxes..........................................................................................    51
         6.12     ERISA Compliance...............................................................................    52
         6.13     Subsidiaries...................................................................................    52
         6.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act.................    52
         6.15     Disclosure.....................................................................................    53
         6.16     Compliance with Laws...........................................................................    53
         6.17     Intellectual Property; Licenses, Etc...........................................................    53
         6.18     Solvency.......................................................................................    53
         6.19     Legal Name.....................................................................................    53
         6.20     Brokers' Fees..................................................................................    54
         6.21     Labor Matters..................................................................................    54
ARTICLE VII AFFIRMATIVE COVENANTS................................................................................    54
         7.01     Financial Statements...........................................................................    54
         7.02     Certificates; Other Information................................................................    55
         7.03     Notices.  Promptly notify the Administrative Agent and each Lender:............................    56
         7.04     Payment of Obligations.........................................................................    56
         7.05     Preservation of Existence, Etc.................................................................    56
         7.06     Maintenance of Properties......................................................................    56
         7.07     Maintenance of Insurance.......................................................................    57
         7.08     Compliance with Laws...........................................................................    57
         7.09     Books and Records..............................................................................    57
         7.10     Inspection Rights..............................................................................    57
         7.11     Use of Proceeds................................................................................    58
         7.12     Additional Guarantors..........................................................................    58
         7.13     ERISA Compliance...............................................................................    58
ARTICLE VIII NEGATIVE COVENANTS..................................................................................    58
         8.01     Liens..........................................................................................    58
         8.02     Investments....................................................................................    60
         8.03     Indebtedness...................................................................................    61
         8.04     Fundamental Changes............................................................................    62
         8.05     Dispositions...................................................................................    62
         8.06     Change in Nature of Business...................................................................    62
         8.07     Transactions with Affiliates and Insiders......................................................    63
         8.08     Burdensome Agreements..........................................................................    63
         8.09     Use of Proceeds................................................................................    63
         8.10     Financial Covenants............................................................................    63
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
         8.11     Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.........    64
         8.12     Sale Leasebacks................................................................................    64
ARTICLE IX EVENTS OF DEFAULT AND REMEDIES........................................................................    64
         9.01     Events of Default..............................................................................    64
         9.02     Remedies Upon Event of Default.................................................................    66
         9.03     Application of Funds...........................................................................    66
ARTICLE X ADMINISTRATIVE AGENT...................................................................................    67
         10.01    Appointment and Authority......................................................................    67
         10.02    Rights as a Lender.............................................................................    67
         10.03    Exculpatory Provisions.........................................................................    68
         10.04    Reliance by Administrative Agent...............................................................    68
         10.05    Delegation of Duties...........................................................................    69
         10.06    Credit Decision; Disclosure of Information by Administrative Agent.............................    69
         10.07    Non-Reliance on Administrative Agent and Other Lenders.........................................    70
         10.08    No Other Duties, Etc...........................................................................    70
         10.09    Administrative Agent May File Proofs of Claim..................................................    70
         10.10    Releases.......................................................................................    71
ARTICLE XI MISCELLANEOUS.........................................................................................    71
         11.01    Amendments, Etc................................................................................    71
         11.02    Notices; Effectiveness; Electronic Communication...............................................    72
         11.03    No Waiver; Cumulative Remedies.................................................................    73
         11.04    Expenses; Indemnity; Damage Waiver.............................................................    74
         11.05    Payments Set Aside.............................................................................    75
         11.05    Successors and Assigns.........................................................................    75
         11.06    Confidentiality................................................................................    78
         11.07    Set-off........................................................................................    79
         11.8     Interest Rate Limitation.......................................................................    79
         11.9     Counterparts...................................................................................    79
         11.10    Integration....................................................................................    79
         11.11    Survival of Representations and Warranties.....................................................    80
         11.12    Severability...................................................................................    80
         11.13    Replacement of Lenders.........................................................................    80
         11.14    Governing Law; Jurisdiction, Etc...............................................................    80
         11.15    Waiver of Right to Trial by Jury...............................................................    81
         11.16    USA PATRIOT Act Notice.........................................................................    81
</TABLE>

                                      iii

<PAGE>

SCHEDULES

         1.01     Existing Letters of Credit
         2.01     Commitments and Pro Rata Shares
         6.13     Subsidiaries
         6.21     Collective Bargaining Agreements
         8.01     Liens Existing on the Closing Date
         8.02     Investments Existing on the Closing Date
         8.03     Indebtedness Existing on the Closing Date
         11.02    Certain Addresses for Notices

EXHIBITS

         A        Form of Loan Notice
         B        Form of Swing Line Loan Notice
         C-1      Form of Revolving Note
         C-2      Form of Swing Line Note
         D        Form of Compliance Certificate
         E        Form of Assignment and Assumption
         F        Form of Joinder Agreement

                                       iv

<PAGE>

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT is entered into as of June 15, 2004 among
TELEDYNE TECHNOLOGIES INCORPORATED, a Delaware corporation (the "Borrower"), the
Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

         The Borrower has requested that the Lenders provide $280,000,000 in
credit facilities for the purposes set forth herein, and the Lenders are willing
to do so on the terms and conditions set forth herein.

         In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms.

         As used in this Agreement, the following terms shall have the meanings
set forth below:

         "Acquired Purchase Money Indebtedness" means the Indebtedness of any
Person that becomes a Subsidiary of the Borrower or Indebtedness directly
attributable to assets acquired by the Borrower or any of its Subsidiaries, in
each case, after the Closing Date pursuant to a Permitted Acquisition, if such
Indebtedness was outstanding prior to the time such Person became a Subsidiary
of the Borrower or such assets were so acquired and was not created in
contemplation of or in connection with such Person becoming a Subsidiary of the
Borrower or the acquisition of such assets and constitutes either (i)
obligations under Capital Leases or (ii) purchase money or other Indebtedness
incurred to finance the acquisition of fixed or capital assets and otherwise
satisfying the requirements of Section 8.01(i).

         "Acquisition", by any Person, means the acquisition by such Person, in
a single transaction or in a series of related transactions, of all or
substantially all of the Property of another Person or all or substantially all
of the Voting Stock of another Person, in each case whether or not involving a
merger or consolidation with such other Person and whether for cash, property,
services, assumption of Indebtedness, securities or otherwise.

         "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

         "Administrative Agent Fee Letter" means the letter agreement, dated
April 22, 2004 among the Borrower, the Administrative Agent and BAS.

         "Administrative Agent's Office" means the Administrative Agent's
address and, as appropriate, account as set forth on Schedule 11.02 or such
other address or account as the Administrative Agent may from time to time
notify the Borrower and the Lenders.

         "Administrative Questionnaire" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.

<PAGE>

         "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto. Without limiting the generality
of the foregoing, a Person shall be deemed to be Controlled by another Person if
such other Person possesses, directly or indirectly, power to vote 10% or more
of the securities having ordinary voting power for the election of directors,
managing general partners or the equivalent.

         "Aggregate Revolving Commitments" means the Revolving Commitments of
all the Lenders. The initial amount of the Aggregate Revolving Commitments in
effect on the Closing Date is TWO HUNDRED EIGHTY MILLION DOLLARS ($280,000,000).

         "Agreement" means this Credit Agreement, as amended, modified,
supplemented and extended in writing from time to time.

         "Applicable Rate" means in the case of the Revolving Loans, the Letters
of Credit and the Swing Line Loans, the following percentages per annum, based
upon the Debt to Capitalization Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 7.02(a):

<TABLE>
<CAPTION>
                 Debt to
Pricing      Capitalization
 Level            Ratio           Facility Fee     Letters of Credit     Eurodollar Loans      Base Rate Loans
--------------------------------------------------------------------------------------------------------------
<S>         <C>                   <C>              <C>                   <C>                   <C>
   1          Less than 35%           0.15%              0.475%               0.475%                  0%

   2        Less than 45% but         0.20%               0.55%                0.55%                  0%
             greater than or
              equal to 35%

   3        Less than 55% but         0.25%               0.75%                0.75%                  0%
             greater than or
              equal to 45%

   4         Greater than or          0.30%               0.95%                0.95%                  0%
              equal to 55%
</TABLE>

Any increase or decrease in the Applicable Rate resulting from a change in the
Debt to Capitalization Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is required to be
delivered pursuant to Section 7.02(a); provided, however, that if a Compliance
Certificate is not delivered when due in accordance with such Section, then
Pricing Level 4 shall apply as of the first Business Day after the date on which
such Compliance Certificate was required to have been delivered and shall
continue to apply until the first Business Day immediately following the date a
Compliance Certificate is delivered in accordance with Section 7.02(a),
whereupon the Applicable Rate shall be adjusted based upon the calculation of
the Debt to Capitalization Ratio contained in such Compliance Certificate. The
Applicable Rate in effect from the Closing Date through the first Business Day
immediately following the date a Compliance Certificate is required to be
delivered pursuant to Section 7.02(a) for the fiscal quarter ending June 27,
2004 shall be determined based upon Pricing Level 1.

         "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

                                       2
<PAGE>

         "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit E.

         "Attorney Costs" means and includes all reasonable fees, expenses and
disbursements of any law firm or other external counsel.

         "Attributable Indebtedness" means, on any date, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
(b) in respect of any Synthetic Lease, the capitalized amount of the remaining
lease payments under the relevant lease that would appear on a balance sheet of
such Person prepared as of such date in accordance with GAAP if such lease were
accounted for as a Capital Lease and (c) in respect of any Securitization
Transaction of any Person, the outstanding principal amount of such financing,
after taking into account reserve accounts and making appropriate adjustments,
determined by the Administrative Agent in its reasonable judgment.

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended December
28, 2003, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto.

         "Availability Period" means the period from and including the Closing
Date to the earliest of (i) the Maturity Date, (ii) the date of termination of
the Aggregate Revolving Commitments pursuant to Section 2.06, and (iii) the date
of termination of the commitment of each Lender to make Revolving Loans and of
the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to
Section 9.02.

         "Bank of America" means Bank of America, N.A. and its successors.

         "BAS" means Banc of America Securities LLC, in its capacity as joint
lead arranger and sole book manager.

         "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in the "prime rate" announced by Bank of America shall take
effect at the opening of business on the day specified in the public
announcement of such change.

         "Base Rate Loan" means a Loan that bears interest based on the Base
Rate.

         "BNY Fee Letter" means the letter agreement, dated April 22, 2004 among
the Borrower, the Bank of New York and BNY Capital Markets, Inc.

         "Borrower" has the meaning specified in the introductory paragraph
hereto.

         "Borrowing" means a borrowing consisting of simultaneous Loans of the
same Type and, in the case of Eurodollar Rate Loans, having the same Interest
Period made by each of the Lenders pursuant to Section 2.01.

                                       3
<PAGE>

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent's Office is located or
the State of California and, if such day relates to any Eurodollar Rate Loan,
means any such day on which dealings in Dollar deposits are conducted by and
between banks in the London interbank eurodollar market.

         "Capital Lease" means, as applied to any Person, any lease of any
Property by that Person as lessee which, in accordance with GAAP, is required to
be accounted for as a capital lease on the balance sheet of that Person.

         "Capital Stock" means (i) in the case of a corporation, capital stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, (iii) in the case of a partnership, partnership interests
(whether general or limited), (iv) in the case of a limited liability company,
membership interests and (v) 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 Collateralize" has the meaning specified in Section 2.03(g).

         "Cash Equivalents" means, as at any date, (a) securities issued or
directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than twelve
months from the date of acquisition, (b) Dollar denominated time deposits and
certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of
recognized standing having capital and surplus in excess of $500,000,000 or
(iii) any bank whose short-term commercial paper rating from S&P is at least A-1
or the equivalent thereof or from Moody's is at least P-1 or the equivalent
thereof (any such bank being an "Approved Bank"), in each case with maturities
of not more than 270 days from the date of acquisition, (c) commercial paper and
variable or fixed rate notes issued by any Approved Bank (or by the parent
company thereof) or any variable rate notes issued by, or guaranteed by, any
domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or
P-1 (or the equivalent thereof) or better by Moody's and maturing within six
months of the date of acquisition, (d) repurchase agreements entered into by any
Person with a bank or trust company (including any of the Lenders) or recognized
securities dealer having capital and surplus in excess of $500,000,000 for
direct obligations issued by or fully guaranteed by the United States in which
such Person shall have a perfected first priority security interest (subject to
no other Liens) and having, on the date of purchase thereof, a fair market value
of at least 100% of the amount of the repurchase obligations and (e)
Investments, classified in accordance with GAAP as current assets, in money
market investment programs registered under the Investment Company Act of 1940,
as amended, which are administered by reputable financial institutions having
capital of at least $500,000,000 and the portfolios of which are limited to
Investments of the character described in the foregoing subdivisions (a) through
(d).

          "Change in Law" means the occurrence, after the date of this
Agreement, of any of the following: (a) the adoption or taking effect of any
law, rule, regulation or treaty, (b) any change in any law, rule, regulation or
treaty or in the administration, interpretation or application thereof by any
Governmental Authority or (c) the making or issuance of any request, guideline
or directive (whether or not having the force of law) by any Governmental
Authority.

         "Change of Control" means an event or series of events by which:

                  (a) any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but
         excluding any employee benefit plan of such person or its subsidiaries,
         and any person or entity acting in its capacity as trustee, agent or
         other fiduciary

                                       4
<PAGE>

         or administrator of any such plan) becomes the "beneficial owner" (as
         defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
         1934, except that a person or group shall be deemed to have "beneficial
         ownership" of all Capital Stock that such person or group has the right
         to acquire (such right, an "option right"), whether such right is
         exercisable immediately or only after the passage of time), directly or
         indirectly, of twenty-five percent (25%) of the Capital Stock of the
         Borrower entitled to vote for members of the board of directors or
         equivalent governing body of the Borrower on a fully diluted basis (and
         taking into account all such securities that such person or group has
         the right to acquire pursuant to any option right); or

                  (b) during any period of 24 consecutive months, a majority of
         the members of the board of directors or other equivalent governing
         body of the Borrower cease to be composed of individuals (i) who were
         members of that board or equivalent governing body on the first day of
         such period, (ii) whose election or nomination to that board or
         equivalent governing body was approved by individuals referred to in
         clause (i) above constituting at the time of such election or
         nomination at least a majority of that board or equivalent governing
         body or (iii) whose election or nomination to that board or other
         equivalent governing body was approved by individuals referred to in
         clauses (i) and (ii) above constituting at the time of such election or
         nomination at least a majority of that board or equivalent governing
         body (excluding, in the case of both clause (ii) and clause (iii), any
         individual whose initial nomination for, or assumption of office as, a
         member of that board or equivalent governing body occurs as a result of
         an actual or threatened solicitation of proxies or consents for the
         election or removal of one or more directors by any person or group
         other than a solicitation for the election of one or more directors by
         or on behalf of the board of directors).

         "Closing Date" means the date hereof.

         "Commitment" means, as to each Lender, the Revolving Commitment of such
Lender.

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

         "Consolidated EBIT" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus the following to the extent deducted in calculating such
Consolidated Net Income: (a) Consolidated Interest Charges for such period and
(b) the provision for federal, state, local and foreign income taxes payable by
the Borrower and its Subsidiaries for such period.

         "Consolidated EBITDA" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus the following to the extent deducted in calculating such
Consolidated Net Income: (a) Consolidated Interest Charges for such period, (b)
the provision for federal, state, local and foreign income taxes payable by the
Borrower and its Subsidiaries for such period and (c) the amount of depreciation
and amortization expense for such period.

         "Consolidated Funded Indebtedness" means Funded Indebtedness of the
Borrower and its Subsidiaries on a consolidated basis.

         "Consolidated Interest Charges" means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i)
all interest, premium payments, debt discount, fees, charges and related
expenses of the Borrower and its Subsidiaries in connection with Indebtedness
(including capitalized interest and other fees and charges incurred under any
asset securitization program) or in connection with the deferred purchase price
of assets, in each case to the extent treated as interest in accordance with
GAAP, plus (ii) the portion of rent expense of the Borrower and its Subsidiaries
with

                                       5
<PAGE>

respect to such period under Capital Leases or Synthetic Leases that is treated
as interest in accordance with GAAP.

         "Consolidated Interest Coverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated EBIT for the period of the four
fiscal quarters most recently ended for which the Borrower has delivered
financial statements pursuant to Section 7.01(a) or (b) to (b) Consolidated
Interest Charges for the period of the four fiscal quarters most recently ended
for which the Borrower has delivered financial statements pursuant to Section
7.01(a) or (b).

         "Consolidated Leverage Ratio" means, as of any date of determination,
the ratio of (a) Consolidated Funded Indebtedness as of such date to (b)
Consolidated EBITDA for the period of the four fiscal quarters most recently
ended for which the Borrower has delivered financial statements pursuant to
Section 7.01(a) or (b).

         "Consolidated Net Income" means, for any period, for the Borrower and
its Subsidiaries on a consolidated basis, the net income of the Borrower and its
Subsidiaries (excluding extraordinary non-cash gains and extraordinary non-cash
losses) for that period, as determined in accordance with GAAP.

         "Consolidated Net Worth" means, as of any date of determination,
consolidated shareholders' equity of the Borrower and its Subsidiaries as of
that date determined in accordance with GAAP.

         "Consolidated Total Assets" means, as of any date of determination, for
the Borrower and its Subsidiaries on a consolidated basis, the value of all
properties and all right, title and interest in such properties which would be
classified as assets of the Borrower and its Subsidiaries, as determined in
accordance with GAAP.

         "Consolidated Total Capitalization" means, as of any date of
determination, the sum of (a) the Indebtedness of the Borrower and its
Subsidiaries on a consolidated basis and (b) Consolidated Net Worth, in each
case as of such date.

         "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "Control" has the meaning specified in the definition of "Affiliate."

         "Credit Extension" means each of the following: (a) a Borrowing and (b)
an L/C Credit Extension.

         "Debt Issuance" means the issuance by the Borrower or any Subsidiary of
any Indebtedness other than Indebtedness permitted under Section 8.03(b).

         "Debt to Capitalization Ratio" means, as of any date of determination,
for the Borrower and its Subsidiaries on a consolidated basis, the ratio of (a)
the Indebtedness of the Borrower and its Subsidiaries on such date to (b)
Consolidated Total Capitalization on such date.

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

                                       6
<PAGE>

         "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

         "Default Rate" means (a) with respect to Obligations other than Letter
of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum;
provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable
Rate) otherwise applicable to such Loan plus 2% per annum, and (b) with respect
to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum,
in all cases to the fullest extent permitted by applicable Laws.

         "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Loans, participations in L/C Obligations or participations in
Swing Line Loans required to be funded by it hereunder within one Business Day
of the date required to be funded by it hereunder, (b) has otherwise failed to
pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within one Business Day of the date when
due, unless the subject of a good faith dispute, or (c) has been deemed
insolvent or become the subject of a bankruptcy or insolvency proceeding.

         "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any Sale and Leaseback Transaction) of any Property
by the Borrower or any Subsidiary (including the Capital Stock of any
Subsidiary), including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith, but excluding (i) the sale, lease, license, transfer or
other disposition of inventory in the ordinary course of business of the
Borrower and its Subsidiaries, (ii) the sale, lease, license, transfer or other
disposition of machinery and equipment no longer used or useful in the conduct
of business of the Borrower and its Subsidiaries, (iii) any sale, lease,
license, transfer or other disposition of Property by the Borrower or any
Subsidiary to any Loan Party, (iv) any Involuntary Disposition by the Borrower
or any Subsidiary, (v) any Disposition by the Borrower or any Subsidiary to the
extent constituting a Permitted Investment and (vi) any sale, lease, license,
transfer or other disposition of Property by any Foreign Subsidiary to another
Foreign Subsidiary.

         "Dollar" and "$" mean lawful money of the United States.

         "Domestic Subsidiary" means any Subsidiary that is organized under the
laws of any political subdivision of the United States.

         "Earn Out Obligations" means, with respect to an Acquisition, all
obligations of the Borrower or any Subsidiary to make earn out or other
contingency payments pursuant to the documentation relating to such Acquisition.
The amount of any Earn Out Obligation shall be deemed to be the aggregate
liability in respect thereof as recorded on the balance sheet of the Borrower
and its Subsidiaries in accordance with GAAP.

         "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender;
(c) an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent (and in the case of an assignment of a
Revolving Commitment, the L/C Issuer and the Swing Line Lender), and (ii) with
respect to Revolving Loans, unless an Event of Default has occurred and is
continuing, the Borrower (each such approval not to be unreasonably withheld or
delayed); provided that notwithstanding the foregoing, "Eligible Assignee" shall
not include the Borrower or any of the Borrower's Affiliates or Subsidiaries.

         "Environmental Laws" means any and all federal, state, local, foreign
and other applicable statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants,

                                       7
<PAGE>

franchises, licenses, agreements or governmental restrictions in each case
relating to pollution and the protection of the environment or the release of
any materials into the environment, including those related to hazardous
substances or wastes, air emissions and discharges to waste or public systems.

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower, any other Loan Party or any of their
respective Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

         "Equity Issuance" means any issuance by the Borrower or any Subsidiary
to any Person of shares of its Capital Stock, other than (a) any issuance of
shares of its Capital Stock pursuant to the exercise of options or warrants, (b)
any issuance of shares of its Capital Stock pursuant to the conversion of any
debt securities to equity or the conversion of any class equity securities to
any other class of equity securities, (c) any issuance of options or warrants
relating to its Capital Stock, and (d) any issuance by the Borrower of shares of
its Capital Stock as consideration for a Permitted Acquisition. The term "Equity
Issuance" shall not be deemed to include any Disposition.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any regulations issued pursuant thereto.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o)
of the Internal Revenue Code for purposes of provisions relating to Section 412
of the Internal Revenue Code).

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA or the termination of a Pension Plan subject to Section 4064 of ERISA; (c)
a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (d) the filing of a notice of intent to terminate, the treatment
of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or
the commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate.

         "Eurodollar Base Rate" means, for any Interest Period with respect to a
Eurodollar Rate Loan:

                  (a) the rate per annum (carried out to the fifth decimal
         place) equal to the rate determined by the Administrative Agent to be
         the offered rate that appears on the page of the Telerate screen (or
         any successor thereto) that displays an average British Bankers
         Association Interest Settlement Rate for deposits in Dollars (for
         delivery on the first day of such Interest Period) with a term
         equivalent to such Interest Period, determined as of approximately
         11:00 a.m. (London time) two Business Days prior to the first day of
         such Interest Period, or

                                       8
<PAGE>

                  (b) if the rate referenced in the preceding clause (a) does
         not appear on such page or service or such page or service shall not be
         available, the rate per annum (carried out to the fifth decimal place)
         equal to the rate determined by the Administrative Agent to be the
         offered rate on such other page or other service that displays an
         average British Bankers Association Interest Settlement Rate for
         deposits in Dollars (for delivery on the first day of such Interest
         Period) with a term equivalent to such Interest Period, determined as
         of approximately 11:00 a.m. (London time) two Business Days prior to
         the first day of such Interest Period, or

                  (c) if the rates referenced in the preceding clauses (a) and
         (b) are not available, the rate per annum (rounded upward to the next
         1/100th of 1%) determined by the Administrative Agent as the rate of
         interest at which deposits in Dollars for delivery on the first day of
         such Interest Period in same day funds in the approximate amount of the
         Eurodollar Rate Loan being made, continued or converted by Bank of
         America and with a term equivalent to such Interest Period would be
         offered by Bank of America's London Branch to major banks in the London
         interbank eurodollar market at their request at approximately 4:00 p.m.
         (London time) two Business Days prior to the first day of such Interest
         Period.

         "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent to
be equal to the quotient obtained by dividing (a) the Eurodollar Base Rate for
such Eurodollar Loan for such Interest Period by (b) one minus the Eurodollar
Reserve Percentage for such Eurodollar Loan for such Interest Period.

         "Eurodollar Rate Loan" means a Loan that bears interest at a rate based
on the Eurodollar Rate.

         "Eurodollar Reserve Percentage" means, for any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the FRB for determining the
maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurodollar funding (currently
referred to as "Eurocurrecy liabilities"). The Eurodollar Rate for each
outstanding Eurodollar Rate Loan shall be adjusted automatically as of the
effective date of any change in the Eurodollar Reserve Percentage.

         "Event of Default" has the meaning specified in Section 9.01.

         "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) 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 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 11.14), any withholding tax that is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new Lending Office) or is attributable to such Foreign Lender's
failure or inability (other than as a result of a Change in Law) to comply with
Section 3.01(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 3.01(a).

                                       9
<PAGE>

         "Existing Letters of Credit" means the standby letters of credit
described by date of issuance, letter of credit number, undrawn amount, name of
beneficiary and date of expiry on Schedule 1.01.

         "Federal Funds Rate" means, for any day, the rate per annum equal to
the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

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

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

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

         "Fund" means any Person (other than a natural person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

         "Funded Indebtedness" means, as to any Person at a particular time,
without duplication, all of the following, whether or not included as
indebtedness or liabilities in accordance with GAAP:

                  (a) all obligations for borrowed money, whether current or
         long-term (including the Obligations) and all obligations of such
         Person evidenced by bonds, debentures, notes, loan agreements or other
         similar instruments;

                  (b) all purchase money Indebtedness;

                  (c) all obligations arising under letters of credit (including
         standby), bankers' acceptances, bank guaranties, surety bonds and
         similar instruments;

                  (d) all obligations in respect of the deferred purchase price
         of property or services (other than trade accounts payable in the
         ordinary course of business), including without limitation, any Earn
         Out Obligations;

                  (e) the Attributable Indebtedness of Capital Leases and
         Synthetic Leases;

                  (f) the Attributable Indebtedness of Securitization
         Transactions;

                  (g) all preferred stock or other equity interests providing
         for mandatory redemptions, sinking fund or like payments prior to the
         Maturity Date; and

                  (h) all Guarantees with respect to Indebtedness of the types
         specified in clauses (a) through (g) above of another Person; and

                                       10
<PAGE>

                  (i) all Indebtedness of the types referred to in clauses (a)
         through (h) above of any partnership or joint venture (other than a
         joint venture that is itself a corporation or limited liability
         company) in which such Person is a general partner or joint venturer,
         except to the extent such Indebtedness is expressly made non-recourse
         to such Person.

         For purposes hereof, (x) the amount of any obligation arising under
         letters of credit (including standby and commercial), bankers'
         acceptances, bank guaranties, surety bonds and similar instruments
         shall be the maximum amount available to be drawn thereunder and (y)
         the amount of any Guarantee shall be the amount of the Indebtedness
         subject to such Guarantee.

         "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board, consistently
applied.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

         "Guarantee" means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, and including any
obligation of such Person, (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or other obligation, (ii) to
purchase or lease property, securities or services for the purpose of assuring
the obligee in respect of such Indebtedness or other obligation of the payment
or performance of such Indebtedness or other obligation, (iii) to maintain
working capital, equity capital or any other financial statement condition or
liquidity or level of income or cash flow of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other obligation, or (iv)
entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance
thereof or to protect such obligee against loss in respect thereof (in whole or
in part), or (b) any Lien on any assets of such Person securing any Indebtedness
or other obligation of any other Person, whether or not such Indebtedness or
other obligation is assumed by such Person. The amount of any Guarantee shall be
deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good
faith. The term "Guarantee" as a verb has a corresponding meaning.

         "Guaranty" means the Guaranty made by the Guarantors in favor of the
Administrative Agent and the Lenders pursuant to Article IV hereof.

         "Guarantors" means each Domestic Subsidiary of the Borrower that is a
Material Subsidiary and each other Person that joins as a Guarantor pursuant to
Section 7.12, together with their successors and permitted assigns.

         "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.

         "Honor Date" has the meaning set forth in Section 2.03(c).

                                       11
<PAGE>

         "Indebtedness" means, as to any Person at any time, without
duplication, all items which would, in conformity with GAAP, be classified as
indebtedness on a balance sheet of such Person at such time, as well as the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:

                  (a) all Funded Indebtedness;

                  (b) net obligations under any Swap Contract;

                  (c) all Guarantees with respect to outstanding Indebtedness of
         the types specified in clauses (a) and (b) above of any other Person;
         and

                  (d) all Indebtedness of the types referred to in clauses (a)
         through (c) above of any partnership or joint venture (other than a
         joint venture that is itself a corporation or limited liability
         company) in which the Borrower or a Subsidiary is a general partner or
         joint venturer, unless such Indebtedness is expressly made non-recourse
         to the Borrower or such Subsidiary.

         For purposes hereof (y) the amount of any net obligation under any Swap
         Contract on any date shall be deemed to be the Swap Termination Value
         thereof as of such date and (z) the amount of any Guarantee shall be
         the amount of the Indebtedness subject to such Guarantee.

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Indemnitees" has the meaning specified in Section 11.04.

         "Interest Payment Date" means (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurodollar
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan),
the last Business Day of each March, June, September and December and the
Maturity Date.

         "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter, as selected by the Borrower in its Loan Notice; provided
that:

                           (i) any Interest Period that would otherwise end on a
                  day that is not a Business Day shall be extended to the next
                  succeeding Business Day unless such Business Day falls in
                  another calendar month, in which case such Interest Period
                  shall end on the next preceding Business Day;

                           (ii) any Interest Period that begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last
                  Business Day of the calendar month at the end of such Interest
                  Period; and

                           (iii) no Interest Period shall extend beyond the
                  Maturity Date.

         "Interim Financial Statements" has the meaning set forth in Section
5.01(c).

                                       12
<PAGE>

         "Internal Revenue Code" means the Internal Revenue Code of 1986.

         "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Capital Stock of another Person, (b) a loan, advance or
capital contribution to, Guarantee or assumption of debt of, or purchase or
other acquisition of any other debt or equity participation or interest in,
another Person, including any partnership or joint venture interest in such
other Person, or (c) an Acquisition. For purposes of covenant compliance, the
amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such
Investment.

         "Involuntary Disposition" means any loss of, damage to or destruction
of, or any condemnation or other taking for public use of, any Property of the
Borrower or any of its Subsidiaries.

         "IP Rights" has the meaning set forth in Section 6.17.

         "IRS" means the United States Internal Revenue Service.

         "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

         "Issuer Documents" means with respect to any Letter of Credit, the
Letter Credit Application, and any other document, agreement and instrument
entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor
of the L/C Issuer and relating to any such Letter of Credit.

         "Joinder Agreement" means a joinder agreement substantially in the form
of Exhibit F executed and delivered by a Domestic Subsidiary that is a Material
Subsidiary in accordance with the provisions of Section 7.12.

         "Laws" means, collectively, all international, foreign, federal, state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

         "L/C Advance" means, with respect to each Lender, such Lender's funding
of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

         "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Borrowing of Revolving Loans.

         "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

         "L/C Issuer" means Bank of America in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

         "L/C Obligations" means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C

                                       13
<PAGE>

Borrowings. For all purposes of this Agreement, if on any date of determination
a Letter of Credit has expired by its terms but any amount may still be drawn
thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of
Credit shall be deemed to be "outstanding" in the amount so remaining available
to be drawn.

         "Lenders" means each of the Persons identified as a "Lender" on the
signature pages hereto and their successors and assigns and, as the context
requires, includes the L/C Issuer and the Swing Line Lender.

         "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.

         "Letter of Credit" means (a) any standby letter of credit issued
hereunder and (b) any Existing Letter of Credit. Each Letter of Credit shall be
a standby letter of credit.

         "Letter of Credit Application" means an application and agreement for
the issuance or amendment of a letter of credit in the form from time to time in
use by the L/C Issuer.

         "Letter of Credit Expiration Date" means the day that is seven days
prior to the Maturity Date then in effect (or, if such day is not a Business
Day, the next preceding Business Day).

         "Letter of Credit Fee" has the meaning specified in Section 2.03(i).

         "Letter of Credit Sublimit" means an amount equal to the lesser of (a)
the Aggregate Revolving Commitments and (b) $25,000,000. The Letter of Credit
Sublimit is part of, and not in addition to, the Aggregate Revolving
Commitments.

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, and any financing lease having
substantially the same economic effect as any of the foregoing).

         "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Revolving Loan or Swing Line Loan.

         "Loan Documents" means this Agreement, each Note, each Letter of
Credit, each Letter of Credit Application, each Joinder Agreement, each Issuer
Document, each Request for Credit Extension, each Compliance Certificate, the
Administrative Agent Fee Letter, the BNY Fee Letter and each other document,
instrument or agreement from time to time executed by the Borrower or any of its
Subsidiaries or any Responsible Officer thereof and delivered in connection with
this Agreement.

         "Loan Notice" means a notice of (a) a Borrowing of Revolving Loans, (b)
a conversion of Loans from one Type to the other, or (c) a continuation of
Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall
be substantially in the form of Exhibit A.

         "Loan Parties" means, collectively, the Borrower and each Guarantor.

         "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, Properties, liabilities
(actual or contingent) or condition (financial or

                                       14
<PAGE>

otherwise) of the Borrower and its Subsidiaries taken as a whole; (b) a material
impairment of the ability of the Loan Parties taken as a whole to perform their
obligations under the Loan Documents; or (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against any Loan Party of
any Loan Document to which it is a party.

         "Material Subsidiary" means, as of any date of determination, any
Subsidiary of the Borrower that (i) has on such date Total Assets constituting
ten percent (10%) or more of Consolidated Total Assets or (ii) for the most
recently ended four fiscal quarter period has revenues constituting ten percent
or more of the consolidated revenues of the Borrower and its Subsidiaries for
such period, as determined in accordance with GAAP.

         "Maturity Date" means June 15, 2009.

         "Moody's" means Moody's Investors Service, Inc. and any successor
thereto.

         "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five plan years, has made or been obligated to make contributions.

         "Note" or "Notes" means the Revolving Notes and/or the Swing Line Note,
individually or collectively, as appropriate.

         "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against any
Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding. The foregoing
shall also include any Swap Contract between any Loan Party and any Lender or
Affiliate of a Lender.

         "Organization Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

         "Other Taxes" means 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 under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.

         "Outstanding Amount" means (i) with respect to any Loans on any date,
the aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of any Loans occurring on such date;
and (ii) with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension

                                       15
<PAGE>

occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on
such date.

         "Participant" has the meaning specified in Section 11.06(d).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

         "Permitted Acquisition" means Investments consisting of an Acquisition
by the Borrower or any Subsidiary of the Borrower, provided that (i) the
Property acquired (or the Property of the Person acquired) in such Acquisition
is used or useful in the same or a similar line of business as the Borrower and
its Subsidiaries were engaged in on the Closing Date (or any reasonable
extensions or expansions thereof), (ii) in the case of an Acquisition of the
Capital Stock of another Person, the board of directors (or other comparable
governing body) of such other Person shall have duly approved such Acquisition,
(iii) after giving effect to any such Acquisition on a Pro Forma Basis, the Loan
Parties are in compliance with the financial covenants set forth in Section 8.10
as of the most recent fiscal quarter for which the Borrower has delivered
financial statements pursuant to Section 7.01(a) or (b), (iv) the
representations and warranties made by the Loan Parties in any Loan Document
shall be true and correct in all material respects at and as if made as of the
date of such Acquisition (after giving effect thereto) except to the extent such
representations and warranties expressly relate to an earlier date, (v) no
Default or Event of Default has occurred and is continuing or would result
therefrom and (vi) if such transaction involves the purchase of an interest in a
partnership between the Borrower (or a Subsidiary of the Borrower) as a general
partner and entities unaffiliated with the Borrower or such Subsidiary as the
other partners, such transaction shall be effected by having such equity
interest acquired by a corporate holding company directly or indirectly
wholly-owned by the Borrower newly formed for the sole purpose of effecting such
transaction.

         "Permitted Investments" means, at any time, Investments by the Borrower
or any of its Subsidiaries permitted to exist at such time pursuant to the terms
of Section 8.02.

         "Permitted Liens" means, at any time, Liens in respect of Property of
the Borrower or any of its Subsidiaries permitted to exist at such time pursuant
to the terms of Section 8.01.

         "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Internal Revenue Code or Title IV of
ERISA, any ERISA Affiliate.

         "Pro Forma Basis" means, for purposes of calculating the financial
covenants set forth in Section 8.10 (including for purposes of determining the
Applicable Rate), that any Disposition, Involuntary Disposition or Acquisition
shall be deemed to have occurred as of the first day of the most recent four
fiscal quarter period preceding the date of such transaction for which the
Borrower has

                                       16
<PAGE>

delivered financial statements pursuant to Section 7.01(a) or (b). In connection
with the foregoing, (a) with respect to any Disposition or Involuntary
Disposition, (i) income statement and cash flow statement items (whether
positive or negative) attributable to the Property disposed of shall be excluded
to the extent relating to any period occurring prior to the date of such
transaction and (ii) Indebtedness which is retired shall be excluded and deemed
to have been retired as of the first day of the applicable period and (b) with
respect to any Acquisition (i) income statement items (whether positive or
negative) attributable to the Person or Property acquired shall be included to
the extent relating to any period applicable in such calculations to the extent
(A) such items are not otherwise included in such income statement items for the
Borrower and its Subsidiaries in accordance with GAAP or in accordance with any
defined terms set forth in Section 1.01 and (B) such items are supported by
audited financial statements or other information reasonably satisfactory to the
Administrative Agent and (ii) any Indebtedness incurred or assumed by the
Borrower or any Subsidiary (including the Person or Property acquired) in
connection with such transaction and any Indebtedness of the Person or Property
acquired which is not retired in connection with such transaction (A) shall be
deemed to have been incurred as of the first day of the applicable period and
(B) if such Indebtedness has a floating or formula rate, shall have an implied
rate of interest for the applicable period for purposes of this definition
determined by utilizing the rate which is or would be in effect with respect to
such Indebtedness as at the relevant date of determination.

         "Pro Rata Share" means, as to each Lender at any time, a fraction
(expressed as a percentage, carried out to the ninth decimal place), the
numerator of which is the amount of the Revolving Commitment of such Lender at
such time and the denominator of which is the amount of the Aggregate Revolving
Commitments at such time; provided that if the commitment of each Lender to make
Revolving Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 9.02, then the Pro Rata
Share of each Lender shall be determined based on the Pro Rata Share of such
Lender immediately prior to such termination and after giving effect to any
subsequent assignments made pursuant to the terms hereof. The initial Pro Rata
Share of each Lender is set forth opposite the name of such Lender on Schedule
2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable.

         "Property" means any interest of any kind in any property or asset,
whether real, personal or mixed, or tangible or intangible.

         "Register" has the meaning specified in Section 11.06(c).

         "Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the thirty-day notice period has been
waived.

         "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Loans, a Loan Notice, (b) with respect to an L/C
Credit Extension, a Letter of Credit Application, and (c) with respect to a
Swing Line Loan, a Swing Line Loan Notice.

         "Required Lenders" means, at any time, Lenders holding in the aggregate
more than fifty percent (50%) of (a) the Revolving Commitments or (b) if the
Revolving Commitments have been terminated, the outstanding Loans, L/C
Obligations, Swing Line Loans and participations therein. The Revolving
Commitments of, and the outstanding Loans held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Required
Lenders.

                                       17
<PAGE>

         "Responsible Officer" means the chief executive officer, president,
chief financial officer or treasurer of a Loan Party. Any document delivered
hereunder that is signed by a Responsible Officer of a Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Loan Party and such
Responsible Officer shall be conclusively presumed to have acted on behalf of
such Loan Party.

         "Revolving Commitment" means, as to each Lender, its obligation to (a)
make Revolving Loans to the Borrower pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender's name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

         "Revolving Loan" has the meaning specified in Section 2.01.

         "Revolving Note" has the meaning specified in Section 2.11(a).

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

         "Sale and Leaseback Transaction" means, with respect to the Borrower or
any Subsidiary, any arrangement, directly or indirectly, with any person whereby
the Borrower or such Subsidiary shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
being sold or transferred.

         "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

         "Securitization Transaction" means any financing transaction or series
of financing transactions (including factoring arrangements) pursuant to which
the Borrower or any Subsidiary may sell, convey or otherwise transfer, or grant
a security interest in, accounts, payments, receivables, rights to future lease
payments or residuals or similar rights to payment to a special purpose
subsidiary or affiliate of the Borrower.

         "Solvent" or "Solvency" means, with respect to any Person as of a
particular date, that on such date (a) such Person is able to pay its debts and
other liabilities, contingent obligations and other commitments as they mature
in the ordinary 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 Property 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 Property of such Person is greater than the
total amount of liabilities, including, without limitation, contingent
liabilities, of such Person and (e) the present fair salable value of the 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.

                                       18
<PAGE>

         "Subsidiary" of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority
of the shares of Capital Stock having ordinary voting power for the election of
directors or other governing body (other than Capital Stock having such power
only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by such Person. Unless
otherwise specified, all references herein to a "Subsidiary" or to
"Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Borrower.

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

         "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

         "Swing Line Lender" means Bank of America in its capacity as provider
of Swing Line Loans, or any successor swing line lender hereunder.

         "Swing Line Loan" has the meaning specified in Section 2.04(a).

         "Swing Line Loan Notice" means a notice of a Borrowing of Swing Line
Loans pursuant to Section 2.04(b), which, if in writing, shall be substantially
in the form of Exhibit B.

         "Swing Line Note" has the meaning specified in Section 2.11(a).

         "Swing Line Sublimit" means an amount equal to the lesser of (a)
$10,000,000 and (b) the Aggregate Revolving Commitments. The Swing Line Sublimit
is part of, and not in addition to, the Aggregate Revolving Commitments.

         "Synthetic Lease" means any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing arrangement
whereby the arrangement is considered borrowed money indebtedness for tax
purposes but is classified as an operating lease or does not otherwise appear on
the balance sheet under GAAP.

                                       19
<PAGE>

         "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

         "Threshold Amount" means $20,000,000.

         "Total Revolving Outstandings" means the aggregate Outstanding Amount
of all Revolving Loans, all Swing Line Loans and all L/C Obligations.

         "Type" means, with respect to any Loan, its character as a Base Rate
Loan or a Eurodollar Rate Loan.

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Internal
Revenue Code for the applicable plan year.

         "United States" and "U.S." mean the United States of America.

         "Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

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

         "Wholly Owned Subsidiary" means any Person 100% of whose Capital Stock
is at the time owned by the Borrower directly or indirectly through other
Persons 100% of whose Capital Stock is at the time owned, directly or
indirectly, by the Borrower.

1.02 Other Interpretive Provisions.

         With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:

                  (a) The meanings of defined terms are equally applicable to
         the singular and plural forms of the defined terms.

                  (b) (i) The words "herein," "hereto," "hereof" and "hereunder"
                  and words of similar import when used in any Loan Document
                  shall refer to such Loan Document as a whole and not to any
                  particular provision thereof.

                      (ii) Article, Section, Exhibit and Schedule references are
                  to the Loan Document in which such reference appears.

                      (iii) The term "including" is by way of example and not
                  limitation.

                      (iv) The term "documents" includes any and all
                  instruments, documents, agreements, certificates, notices,
                  reports, financial statements and other writings, however
                  evidenced, whether in physical or electronic form.

                                       20
<PAGE>

                  (c) In the computation of periods of time from a specified
         date to a later specified date, the word "from" means "from and
         including;" the words "to" and "until" each mean "to but excluding;"
         and the word "through" means "to and including."

                  (d) Section headings herein and in the other Loan Documents
         are included for convenience of reference only and shall not affect the
         interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms.

         (a) Except as otherwise specifically prescribed herein, all accounting
terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data (including financial ratios and other
financial calculations) required to be submitted pursuant to this Agreement
shall be prepared in conformity with, GAAP applied on a consistent basis, as in
effect from time to time, applied in a manner consistent with that used in
preparing the Audited Financial Statements; provided, however, that calculations
of Attributable Indebtedness under any Synthetic Lease or the implied interest
component of any Synthetic Lease shall be made by the Borrower in accordance
with accepted financial practice and consistent with the terms of such Synthetic
Lease.

         (b) If at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either
the Borrower or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Borrower shall negotiate in good faith to amend such ratio
or requirement to preserve the original intent thereof in light of such change
in GAAP (subject to the approval of the Required Lenders); provided that, until
so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.

         (c) Notwithstanding the above, the parties hereto acknowledge and agree
that all calculations of the financial covenants in Section 8.10 (including for
purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis.

1.04 Rounding.

         Any financial ratios required to be maintained by the Borrower pursuant
to this Agreement shall be calculated by dividing the appropriate component by
the other component, carrying the result to one place more than the number of
places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest number).

1.05 References to Agreements and Laws.

         Unless otherwise expressly provided herein, (a) references to
Organization Documents, agreements (including the Loan Documents) and other
contractual instruments shall be deemed to include all subsequent amendments,
restatements, extensions, supplements and other modifications thereto, but only
to the extent that such amendments, restatements, extensions, supplements and
other modifications are not prohibited by any Loan Document; and (b) references
to any Law shall include all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such Law.

                                       21
<PAGE>

1.06 Times of Day.

         Unless otherwise specified, all references herein to times of day shall
be references to Pacific time (daylight or standard, as applicable).

1.07 Letter of Credit Amounts.

         Unless otherwise specified, all references herein to the amount of a
Letter of Credit at any time shall be deemed to mean the maximum face amount of
such Letter of Credit after giving effect to all increases thereof contemplated
by such Letter of Credit or the Issuer Document related thereto, whether or not
such maximum face amount is in effect at such time.

                                   ARTICLE II

                      THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 Revolving Loans.

         Subject to the terms and conditions set forth herein, each Lender
severally agrees to make loans (each such loan, a "Revolving Loan") to the
Borrower in Dollars from time to time on any Business Day during the
Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of such Lender's Revolving Commitment; provided, however, that after
giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving
Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the
aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such
Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus
such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender's Revolving Commitment. Within the limits of each
Lender's Revolving Commitment, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.01, prepay under Section
2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate
Loans or Eurodollar Rate Loans, as further provided herein; provided, however,
all Borrowings made on the Closing Date shall be made as Base Rate Loans.

2.02 Borrowings, Conversions and Continuations of Loans.

         (a) Each Borrowing, each conversion of Loans from one Type to the
other, and each continuation of Eurodollar Rate Loans shall be made upon the
Borrower's irrevocable notice to the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Administrative Agent not
later than 10:00 a.m. (i) three Business Days prior to the requested date of any
Borrowing of, conversion to or continuation of, Eurodollar Rate Loans or of any
conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the
requested date of any Borrowing of Base Rate Loans. Each telephonic notice by
the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower. Each Borrowing
of, conversion to or continuation of Eurodollar Rate Loans shall be in a
principal amount of $3,000,000 or a whole multiple of $500,000 in excess
thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of
or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or
a whole multiple of $500,000 in excess thereof. Each Loan Notice (whether
telephonic or written) shall specify (i) whether the Borrower is requesting a
Borrowing, a conversion of Loans from one Type to the other, or a continuation
of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion
or continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Loans to be borrowed, converted or continued, (iv) the Type
of Loans to be borrowed or to which existing Loans are to be converted, and (v)

                                       22
<PAGE>

if applicable, the duration of the Interest Period with respect thereto. If the
Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower
fails to give a timely notice requesting a conversion or continuation, then the
applicable Loans shall be made as, or converted to, Base Rate Loans. Any such
automatic conversion to Base Rate Loans shall be effective as of the last day of
the Interest Period then in effect with respect to the applicable Eurodollar
Rate Loans. If the Borrower requests a Borrowing of, conversion to, or
continuation of Eurodollar Rate Loans in any Loan Notice, but fails to specify
an Interest Period, it will be deemed to have specified an Interest Period of
one month.

         (b) Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of the amount of its Pro Rata Share of the
applicable Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify each Lender of
the details of any automatic conversion to Base Rate Loans as described in the
preceding subsection. In the case of a Borrowing, each Lender shall make the
amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent's Office not later than 11:00 a.m.
on the Business Day specified in the applicable Loan Notice. Upon satisfaction
of the applicable conditions set forth in Section 5.02 (and, if such Borrowing
is the initial Credit Extension, Section 5.01), the Administrative Agent shall
make all funds so received available to the Borrower in like funds as received
by the Administrative Agent either by (i) crediting the account of the Borrower
on the books of Bank of America with the amount of such funds or (ii) wire
transfer of such funds, in each case in accordance with instructions provided to
(and reasonably acceptable to) the Administrative Agent by the Borrower;
provided, however, that if, on the date of a Borrowing of Revolving Loans, there
are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be
applied, first, to the payment in full of any such L/C Borrowings, and second,
to the Borrower as provided above.

         (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of the Interest Period for such
Eurodollar Rate Loan. During the existence of a Default or Event of Default, no
Loans may be requested as, converted to or continued as Eurodollar Rate Loans
without the consent of the Required Lenders, and the Required Lenders may demand
that any or all of the then outstanding Eurodollar Rate Loans be converted
immediately to Base Rate Loans.

         (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Interest Period for Eurodollar
Rate Loans upon determination of such interest rate. The determination of the
Eurodollar Rate by the Administrative Agent shall be conclusive in the absence
of manifest error. At any time that Base Rate Loans are outstanding, the
Administrative Agent shall notify the Borrower and the Lenders of any change in
Bank of America's prime rate used in determining the Base Rate promptly
following the public announcement of such change.

         (e) After giving effect to all Borrowings, all conversions of Loans
from one Type to the other, and all continuations of Loans as the same Type,
there shall not be more than 10 Interest Periods in effect with respect to the
Revolving Loans.

         (f) The Borrower may at any time and from time to time, upon prior
written notice by the Borrower to the Administrative Agent, increase the
Aggregate Revolving Commitments by up to ONE HUNDRED MILLION DOLLARS
($100,000,000) with additional Revolving Commitments from any existing Lender or
new Revolving Commitments from any other Person selected by the Borrower and
approved by the Administrative Agent (not to be unreasonably withheld); provided
that:

                  (i) any such increase shall be in a minimum principal amount
         of $10 million and in integral multiples of $5 million in excess
         thereof;

                                       23
<PAGE>

                  (ii) no Default or Event of Default shall be continuing at the
         time of any such increase;

                  (iii) no existing Lender shall be under any obligation to
         increase its Revolving Commitment and any such decision whether to
         increase its Revolving Commitment shall be in such Lender's sole and
         absolute discretion;

                  (iv) any new Lender shall join this Agreement by executing
         such joinder documents as customarily and reasonably required by the
         Administrative Agent; and

                  (v) as a condition precedent to such increase, the Borrower
         shall deliver to the Administrative Agent a certificate of each Loan
         Party dated as of the date of such increase (in sufficient copies for
         each Lender) signed by a Responsible Officer of such Loan Party (A)
         certifying and attaching the resolutions adopted by such Loan Party
         approving or consenting to such increase and (B) in the case of the
         Borrower, certifying that, before and after giving effect to such
         increase, (1) the representations and warranties contained in Article
         VI and the other Loan Documents are true and correct on and as of the
         date of such increase, except to the extent that such representations
         and warranties specifically refer to an earlier date, in which case
         they are true and correct as of such earlier date, and except that for
         purposes of this Section 2.02(f), the representations and warranties
         contained in subsections (a) and (b) of Section 6.05 shall be deemed to
         refer to the most recent statements furnished pursuant to clauses (a)
         and (b), respectively, of Section 7.01, and (2) no Default or Event of
         Default exists.

The Borrower shall prepay any Loans outstanding on the date of any such increase
(and pay any additional amounts required pursuant to Section 3.05) to the extent
necessary to keep the outstanding Loans ratable with any revised Revolving
Commitments arising from any nonratable increase in the Commitments under this
Section 2.02(f). In connection with any such increase in the Aggregate Revolving
Commitments, the Letter of Credit Sublimit shall be increased by the same amount
and Schedule 2.01 shall be revised by the Administrative Agent to reflect the
new Revolving Commitments and distributed to the Lenders.

2.03 Letters of Credit.

         (a) The Letter of Credit Commitment.

                  (i) Subject to the terms and conditions set forth herein, (A)
         the L/C Issuer agrees, in reliance upon the agreements of the other
         Lenders set forth in this Section 2.03, (1) from time to time on any
         Business Day during the period from the Closing Date until the Letter
         of Credit Expiration Date, to issue Letters of Credit in Dollars for
         the account of the Borrower or any of its Subsidiaries, and to amend or
         extend Letters of Credit previously issued by it, in accordance with
         subsection (b) below, and (2) to honor drawings under the Letters of
         Credit; and (B) the Lenders severally agree to participate in Letters
         of Credit issued for the account of the Borrower or its Subsidiaries
         and any drawings thereunder; provided that after giving effect to any
         L/C Credit Extension with respect to any Letter of Credit, (x) the
         Total Revolving Outstandings shall not exceed the Aggregate Revolving
         Commitments, (y) the aggregate Outstanding Amount of the Revolving
         Loans of any Lender, plus such Lender's Pro Rata Share of the
         Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata
         Share of the Outstanding Amount of all Swing Line Loans shall not
         exceed such Lender's Revolving Commitment or (z) the Outstanding Amount
         of the L/C Obligations shall not exceed the Letter of Credit Sublimit.
         Each request by the Borrower for the issuance or amendment of a Letter
         of Credit shall be deemed to be a representation by the Borrower that
         the L/C Credit Extension so requested complies with the conditions set
         forth in the proviso to the preceding sentence. Within the foregoing
         limits, and

                                       24
<PAGE>

         subject to the terms and conditions hereof, the Borrower's ability to
         obtain Letters of Credit shall be fully revolving, and accordingly the
         Borrower may, during the foregoing period, obtain Letters of Credit to
         replace Letters of Credit that have expired or that have been drawn
         upon and reimbursed. Furthermore, each Lender acknowledges and confirms
         that it has a participation interest in the liability of the L/C Issuer
         under each Existing Letter of Credit in a percentage equal to its Pro
         Rata Share of Revolving Loans. The Borrower's reimbursement obligations
         in respect of each Existing Letter of Credit, and each Lender's
         obligations in connection therewith, shall be governed by the terms of
         this Agreement.

                  (ii) The L/C Issuer shall not issue any Letter of Credit if:

                           (A) subject to Section 2.03(b)(iii), the expiry date
                  of such requested Letter of Credit would occur more than
                  twelve months after the date of issuance or last renewal,
                  unless the Required Lenders have approved such expiry date;

                           (B) the expiry date of such requested Letter of
                  Credit would occur after the Letter of Credit Expiration Date,
                  unless all the Lenders have approved such expiry date;

                  (iii) The L/C Issuer shall be under no obligation to issue any
         Letter of Credit if:

                           (A) any order, judgment or decree of any Governmental
                  Authority or arbitrator shall by its terms purport to enjoin
                  or restrain the L/C Issuer from issuing such Letter of Credit,
                  or any Law applicable to the L/C Issuer or any request or
                  directive (whether or not having the force of law) from any
                  Governmental Authority with jurisdiction over the L/C Issuer
                  shall prohibit or request that the L/C Issuer refrain from,
                  the issuance of letters of credit generally or such Letter of
                  Credit in particular or shall impose upon the L/C Issuer with
                  respect to such Letter of Credit any restriction, reserve or
                  capital requirement (for which the L/C Issuer is not otherwise
                  compensated hereunder) not in effect on the Closing Date, or
                  shall impose upon the L/C Issuer any unreimbursed loss, cost
                  or expense which was not applicable on the Closing Date and
                  which the L/C Issuer in good faith deems material to it;

                           (B) the issuance of such Letter of Credit would
                  violate one or more policies of the L/C Issuer;

                           (C) except as otherwise agreed by the Administrative
                  Agent and the L/C Issuer, such Letter of Credit is in an
                  initial amount less than $500,000, or is to be denominated in
                  a currency other than Dollars; or

                           (D) a default of any Lender's obligations to fund
                  under Section 2.03(c) exists or any Lender is at such time a
                  Defaulting Lender hereunder, unless the L/C Issuer has entered
                  into satisfactory arrangements with the Borrower or such
                  Lender to eliminate the L/C Issuer's risk with respect to such
                  Lender

                  (iv) The L/C Issuer shall not amend any Letter of Credit if
         the L/C Issuer would not be permitted at such time to issue such Letter
         of Credit in its amended form under the terms hereof.

                  (v) The L/C Issuer shall be under no obligation to amend any
         Letter of Credit if (A) the L/C Issuer would have no obligation at such
         time to issue such Letter of Credit in its amended

                                       25
<PAGE>

         form under the terms hereof, or (B) the beneficiary of such Letter of
         Credit does not accept the proposed amendment to such Letter of Credit.

                  (vi) The L/C Issuer shall be under no obligation to issue or
         amend any Letter of Credit if the L/C Issuer has received written
         notice from any Lender, the Administrative Agent or any Loan Party, on
         or prior to the Business Day prior to the requested date of issuance or
         amendment of such Letter of Credit, that one or more applicable
         conditions contained in Article V shall not then be satisfied.

                  (vi) The L/C Issuer shall act on behalf of the Lenders with
         respect to any Letters of Credit issued by it and the documents
         associated therewith, and the L/C Issuer shall have all of the benefits
         and immunities (A) provided to the Administrative Agent in Article X
         with respect to any acts taken or omissions suffered by the L/C Issuer
         in connection with Letters of Credit issued by it or proposed to be
         issued by it and Issuer Documents pertaining to such Letters of Credit
         as fully as if the term "Administrative Agent" as used in Article X
         included the L/C Issuer with respect to such acts or omissions, and (B)
         as additionally provided herein with respect to the L/C Issuer.

         (b) Procedures for Issuance and Amendment of Letters of Credit;
Auto-Renewal Letters of Credit.

                  (i) Each Letter of Credit shall be issued or amended, as the
         case may be, upon the request of the Borrower delivered to the L/C
         Issuer (with a copy to the Administrative Agent) in the form of a
         Letter of Credit Application, appropriately completed and signed by a
         Responsible Officer of the Borrower. Such Letter of Credit Application
         must be received by the L/C Issuer and the Administrative Agent not
         later than 10:00 a.m. at least two (2) Business Days (or such later
         date and time as the Administrative Agent and the L/C Issuer may agree
         in a particular instance in its sole discretion) prior to the proposed
         issuance date or date of amendment, as the case may be. In the case of
         a request for an initial issuance of a Letter of Credit, such Letter of
         Credit Application shall specify in form and detail satisfactory to the
         L/C Issuer: (A) the proposed issuance date of the requested Letter of
         Credit (which shall be a Business Day); (B) the amount thereof; (C) the
         expiry date thereof; (D) the name and address of the beneficiary
         thereof; (E) the documents to be presented by such beneficiary in case
         of any drawing thereunder; (F) the full text of any certificate to be
         presented by such beneficiary in case of any drawing thereunder; and
         (G) such other matters as the L/C Issuer may reasonably require. In the
         case of a request for an amendment of any outstanding Letter of Credit,
         such Letter of Credit Application shall specify in form and detail
         reasonably satisfactory to the L/C Issuer (A) the Letter of Credit to
         be amended; (B) the proposed date of amendment thereof (which shall be
         a Business Day); (C) the nature of the proposed amendment; and (D) such
         other matters as the L/C Issuer may reasonably require. Additionally,
         the Borrower shall furnish to the L/C Issuer and the Administrative
         Agent such other documents and information pertaining to such requested
         Letter of Credit issuance or amendment, including any Issuer Documents,
         as the L/C Issuer or the Administrative Agent may reasonably require.

                  (ii) Promptly after receipt of any Letter of Credit
         Application, the L/C Issuer will confirm with the Administrative Agent
         (by telephone or in writing) that the Administrative Agent has received
         a copy of such Letter of Credit Application from the Borrower and, if
         not, the L/C Issuer will provide the Administrative Agent with a copy
         thereof. Unless the L/C Issuer has received written notice from any
         Lender, the Administrative Agent or any Loan Party, at least one
         Business Day prior to the requested date of issuance or amendment of
         the applicable Letter of Credit, that one or more applicable conditions
         in Article V shall not then be satisfied, then,

                                       26
<PAGE>

         subject to the terms and conditions hereof, the L/C Issuer shall, on
         the requested date, issue a Letter of Credit for the account of the
         Borrower (or the applicable Subsidiary) or enter into the applicable
         amendment, as the case may be, in each case in accordance with the L/C
         Issuer's usual and customary business practices. Immediately upon the
         issuance of each Letter of Credit, each Lender shall be deemed to, and
         hereby irrevocably and unconditionally agrees to, purchase from the L/C
         Issuer a risk participation in such Letter of Credit in an amount equal
         to the product of such Lender's Pro Rata Share times the amount of such
         Letter of Credit.

                  (iii) If the Borrower so requests in any applicable Letter of
         Credit Application, the L/C Issuer may, in its sole and absolute
         discretion, agree to issue a Letter of Credit that has automatic
         extension provisions (each, an "Auto-Extension Letter of Credit");
         provided that any such Auto-Extension Letter of Credit must permit the
         L/C Issuer to prevent any such extension at least once in each
         twelve-month period (commencing with the date of issuance of such
         Letter of Credit) by giving prior notice to the beneficiary thereof not
         later than a day (the "Non-Extension Notice Date") in each such
         twelve-month period to be agreed upon at the time such Letter of Credit
         is issued. Unless otherwise directed by the L/C Issuer, the Borrower
         shall not be required to make a specific request to the L/C Issuer for
         any such extension. Once an Auto-Extension Letter of Credit has been
         issued, the Lenders shall be deemed to have authorized (but may not
         require) the L/C Issuer to permit the extension of such Letter of
         Credit at any time to an expiry date not later than the Letter of
         Credit Expiration Date; provided, however, that the L/C Issuer shall
         not permit any such extension if (A) the L/C Issuer has determined that
         it would not be permitted, or would have no obligation at such time to
         issue such Letter of Credit in its revised (as extended) form under the
         terms hereof (by reason of the provisions clause (ii) or (iii) of
         Section 2.03(a) or otherwise), or (B) it has received notice (which may
         be by telephone or in writing) on or before the day that is five
         Business Days before the Non-Extension Notice Date (1) from the
         Administrative Agent that the Required Lenders have elected not to
         permit such extension or (2) from the Administrative Agent, any Lender
         or any Loan Party that one or more of the applicable conditions
         specified in Section 5.02 is not then satisfied, and in each such case
         directing the L/C Issuer not to permit such extension.

                           (iv) If the Borrower so requests in any applicable
         Letter of Credit Application, the L/C Issuer may, in its sole and
         absolute discretion, agree to issue a Letter of Credit that permits the
         automatic reinstatement of all or a portion of the stated amount
         thereof after any drawing thereunder (each, an "Auto-Reinstatement
         Letter of Credit"). Unless otherwise directed by the L/C Issuer, the
         Borrower shall not be required to make a specific request to the L/C
         Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter
         of Credit has been issued, except as provided in the following
         sentence, the Lenders shall be deemed to have authorized (but may not
         require) the L/C Issuer to reinstate all or a portion of the stated
         amount thereof in accordance with the provisions of such Letter of
         Credit. Notwithstanding the foregoing, if such Auto-Reinstatement
         Letter of Credit permits the L/C Issuer to decline to reinstate all or
         any portion of the stated amount thereof after a drawing thereunder by
         giving notice of such non-reinstatement within a specified number of
         days after such drawing (the "Non-Reinstatement Deadline"), the L/C
         Issuer shall not permit such reinstatement if it has received a notice
         (which may be by telephone or in writing) on or before the day that is
         five Business Days before the Non-Reinstatement Deadline (A) from the
         Administrative Agent that the Required Lenders have elected not to
         permit such reinstatement or (B) from the Administrative Agent, any
         Lender or the Borrower that one or more of the applicable conditions
         specified in Section 5.02 is not then satisfied (treating such
         reinstatement as an L/C Credit Extension for purposes of this clause)
         and, in each case, directing the L/C Issuer not to permit such
         reinstatement.

                                       27
<PAGE>

                  (v) Promptly after its delivery of any Letter of Credit or any
         amendment to a Letter of Credit to an advising bank with respect
         thereto or to the beneficiary thereof, the L/C Issuer will also deliver
         to the Borrower and the Administrative Agent a true and complete copy
         of such Letter of Credit or amendment.

         (c) Drawings and Reimbursements; Funding of Participations.

                  (i) Upon receipt from the beneficiary of any Letter of Credit
         of any notice of drawing under such Letter of Credit, the L/C Issuer
         shall notify the Borrower and the Administrative Agent thereof. Not
         later than 12:00 p.m. on the date of any payment by the L/C Issuer
         under a Letter of Credit if the L/C Issuer delivers notice of such
         payment by 10:00 a.m. on such day (or, if notice of such payment by the
         L/C Issuer is made after 10:00 a.m., not later than 10:00 a.m. the next
         succeeding Business Day) (each such date, an "Honor Date"), the
         Borrower shall reimburse the L/C Issuer through the Administrative
         Agent in an amount equal to the amount of such drawing. If the Borrower
         fails to so reimburse the L/C Issuer by such time, the Administrative
         Agent shall promptly notify each Lender of the Honor Date, the amount
         of the unreimbursed drawing (the "Unreimbursed Amount"), and the amount
         of such Lender's Pro Rata Share thereof. In such event, the Borrower
         shall be deemed to have requested a Borrowing of Base Rate Loans to be
         disbursed on the Honor Date in an amount equal to the Unreimbursed
         Amount, without regard to the minimum and multiples specified in
         Section 2.02 for the principal amount of Base Rate Loans, but subject
         to the amount of the unutilized portion of the Aggregate Revolving
         Commitments and the conditions set forth in Section 5.02 (other than
         the delivery of a Loan Notice). Any notice given by the L/C Issuer or
         the Administrative Agent pursuant to this Section 2.03(c)(i) may be
         given by telephone if immediately confirmed in writing; provided that
         the lack of such an immediate confirmation shall not affect the
         conclusiveness or binding effect of such notice.

                  (ii) Each Lender shall upon any notice pursuant to Section
         2.03(c)(i) make funds available to the Administrative Agent for the
         account of the L/C Issuer at the Administrative Agent's Office in an
         amount equal to its Pro Rata Share of the Unreimbursed Amount not later
         than 12:00 p.m. on the Business Day specified in such notice by the
         Administrative Agent, whereupon, subject to the provisions of Section
         2.03(c)(iii), each Lender that so makes funds available shall be deemed
         to have made a Base Rate Loan to the Borrower in such amount. The
         Administrative Agent shall remit the funds so received to the L/C
         Issuer.

                  (iii) With respect to any Unreimbursed Amount that is not
         fully refinanced by a Borrowing of Base Rate Loans because the
         conditions set forth in Section 5.02 cannot be satisfied or for any
         other reason, the Borrower shall be deemed to have incurred from the
         L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount
         that is not so refinanced, which L/C Borrowing shall be due and payable
         on demand (together with interest) and shall bear interest at the
         Default Rate. In such event, each Lender's payment to the
         Administrative Agent for the account of the L/C Issuer pursuant to
         Section 2.03(c)(ii) shall be deemed payment in respect of its
         participation in such L/C Borrowing and shall constitute an L/C Advance
         from such Lender in satisfaction of its participation obligation under
         this Section 2.03.

                  (iv) Until each Lender funds its Revolving Loan or L/C Advance
         pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any
         amount drawn under any Letter of Credit, interest in respect of such
         Lender's Pro Rata Share of such amount shall be solely for the account
         of the L/C Issuer.

                                       28
<PAGE>

                  (v) Each Lender's obligation to make Revolving Loans or L/C
         Advances to reimburse the L/C Issuer for amounts drawn under Letters of
         Credit, as contemplated by this Section 2.03(c), shall be absolute and
         unconditional and shall not be affected by any circumstance, including
         (A) any set-off, counterclaim, recoupment, defense or other right which
         such Lender may have against the L/C Issuer, the Borrower or any other
         Person for any reason whatsoever; (B) the occurrence or continuance of
         a Default, or (C) any other occurrence, event or condition, whether or
         not similar to any of the foregoing; provided, however, that each
         Lender's obligation to make Revolving Loans pursuant to this Section
         2.03(c) is subject to the conditions set forth in Section 5.02 (other
         than delivery by the Borrower of a Loan Notice). No such making of an
         L/C Advance shall relieve or otherwise impair the obligation of the
         Borrower to reimburse the L/C Issuer for the amount of any payment made
         by the L/C Issuer under any Letter of Credit, together with interest as
         provided herein.

                  (vi) If any Lender fails to make available to the
         Administrative Agent for the account of the L/C Issuer any amount
         required to be paid by such Lender pursuant to the foregoing provisions
         of this Section 2.03(c) by the time specified in Section 2.03(c)(ii),
         the L/C Issuer shall be entitled to recover from such Lender (acting
         through the Administrative Agent), on demand, such amount with interest
         thereon for the period from the date such payment is required to the
         date on which such payment is immediately available to the L/C Issuer
         at a rate per annum equal to the greater of the Federal Funds Rate and
         a rate determined by the L/C Issuer in accordance with banking industry
         rules on interbank compensation. A certificate of the L/C Issuer
         submitted to any Lender (through the Administrative Agent) with respect
         to any amounts owing under this clause (vi) shall be conclusive absent
         manifest error.

         (d) Repayment of Participations.

                  (i) At any time after the L/C Issuer has made a payment under
         any Letter of Credit and has received from any Lender such Lender's L/C
         Advance in respect of such payment in accordance with Section 2.03(c),
         if the Administrative Agent receives for the account of the L/C Issuer
         any payment in respect of the related Unreimbursed Amount or interest
         thereon (whether directly from the Borrower or otherwise, including
         proceeds of Cash Collateral applied thereto by the Administrative
         Agent), the Administrative Agent will distribute to such Lender its Pro
         Rata Share thereof (appropriately adjusted, in the case of interest
         payments, to reflect the period of time during which such Lender's L/C
         Advance was outstanding) in the same funds as those received by the
         Administrative Agent.

                  (ii) If any payment received by the Administrative Agent for
         the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
         required to be returned under any of the circumstances described in
         Section 11.06 (including pursuant to any settlement entered into by the
         L/C Issuer in its discretion), each Lender shall pay to the
         Administrative Agent for the account of the L/C Issuer its Pro Rata
         Share thereof on demand of the Administrative Agent, plus interest
         thereon from the date of such demand to the date such amount is
         returned by such Lender, at a rate per annum equal to the Federal Funds
         Rate from time to time in effect. The obligations of the Lenders under
         this clause shall survive the payment in full of the Obligations and
         the termination of this Agreement.

         (e) Obligations Absolute. The obligation of the Borrower to reimburse
the L/C Issuer for each drawing under each Letter of Credit and to repay each
L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:

                                       29
<PAGE>

                  (i) any lack of validity or enforceability of such Letter of
         Credit, this Agreement or any other Loan Document;

                  (ii) the existence of any claim, counterclaim, set-off,
         defense or other right that the Borrower may have at any time against
         any beneficiary or any transferee of such Letter of Credit (or any
         Person for whom any such beneficiary or any such transferee may be
         acting), the L/C Issuer or any other Person, whether in connection with
         this Agreement, the transactions contemplated hereby or by such Letter
         of Credit or any agreement or instrument relating thereto, or any
         unrelated transaction;

                  (iii) any draft, demand, certificate or other document
         presented under such Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein being
         untrue or inaccurate in any respect; or any loss or delay in the
         transmission or otherwise of any document required in order to make a
         drawing under such Letter of Credit;

                  (iv) any payment by the L/C Issuer in good faith under such
         Letter of Credit against presentation of a draft or certificate that
         does not strictly comply with the terms of such Letter of Credit; or
         any payment made by the L/C Issuer under such Letter of Credit to any
         Person purporting to be a trustee in bankruptcy, debtor-in-possession,
         assignee for the benefit of creditors, liquidator, receiver or other
         representative of or successor to any beneficiary or any transferee of
         such Letter of Credit, including any arising in connection with any
         proceeding under any Debtor Relief Law; or

                  (v) any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing, including any other circumstance
         that might otherwise constitute a defense available to, or a discharge
         of, the Borrower or any Subsidiary.

         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will promptly notify the L/C Issuer. The Borrower shall be conclusively
deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

         (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document (other than to
determine that such document appears on its face to be in compliance with the
terms of such Letter of Credit) or the authority of the Person executing or
delivering any such document. None of the L/C Issuer, the Administrative Agent,
any of their respective Related Parties nor correspondent, participant or
assignee of the L/C Issuer shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of
the Lenders or the Required Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Issuer Document. The Borrower
hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrower's
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties, nor any
correspondent, participant or assignee of the L/C Issuer, shall be liable or
responsible for any of the matters described in clauses (i) through (v) of
Section 2.03(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower may have

                                       30
<PAGE>

a claim against the L/C Issuer, and the L/C Issuer may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower which the Borrower
proves were caused by the L/C Issuer's willful misconduct or gross negligence or
the L/C Issuer's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of Credit. In
furtherance and not in limitation of the foregoing, the L/C Issuer may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary,
and the L/C Issuer shall not be responsible for the validity or sufficiency of
any instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason.

         (g) Cash Collateral. Upon the request of the Administrative Agent, (i)
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any L/C Obligations for any reason
remains outstanding, the Borrower shall, in each case, immediately Cash
Collateralize the then Outstanding Amount of all L/C Obligations. Section 2.05
and 9.02(c) set forth certain additional requirements to deliver Cash Collateral
hereunder. For purposes of this Section 2.03, Section 2.05 and Section 9.02(c),
"Cash Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant to
documentation in form and substance reasonably satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented to
by the Lenders). Derivatives of such term have corresponding meanings. The
Borrower hereby grants to the Administrative Agent, for the benefit of the L/C
Issuer and the Lenders, a security interest in all such cash, deposit accounts
and all balances therein and all proceeds of the foregoing. Cash collateral
shall be maintained in blocked, non-interest bearing deposit accounts at Bank of
America.

         (h) Applicability of ISP98. Unless otherwise expressly agreed by the
L/C Issuer and the Borrower when a Letter of Credit is issued (including any
such agreement applicable to an Existing Letter of Credit), the rules of the ISP
shall apply to each Letter of Credit.

         (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share a
Letter of Credit fee (the "Letter of Credit Fee") for each Letter of Credit
equal to the Applicable Rate times the daily maximum amount available to be
drawn under such Letter of Credit (whether or not such maximum amount is then in
effect under such Letter of Credit). Letter of Credit Fees shall be (i) computed
on a quarterly basis in arrears and (ii) due and payable on the first Business
Day after the end of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand. If there is any
change in the Applicable Rate during any quarter, the daily maximum amount of
each Letter of Credit shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect. Notwithstanding anything to the contrary contained herein, upon the
request of the Required Lenders, while an Event of Default exists, all Letter of
Credit Fees shall accrue at the Default Rate.

         (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a
fronting fee with respect to each Letter of Credit, at the rate per annum
specified in the Administrative Agent Fee Letter, computed on the actual daily
maximum amount available to be drawn under such Letter of Credit (whether or not
such maximum amount is then in effect under such Letter of Credit), due and
payable quarterly in arrears on the first Business Day after the end of each
March, June, September and December, commencing with the first such date to
occur after the issuance of such Letter of Credit and on the Letter of Credit
Expiration Date.

                                       31
<PAGE>

In addition, the Borrower shall pay directly to the L/C Issuer for its own
account the customary issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of the L/C Issuer relating to
letters of credit as from time to time in effect. Such customary fees and
standard costs and charges are due and payable on demand and are nonrefundable.

         (k) Conflict with Issuer Documents. In the event of any conflict
between the terms hereof and the terms of any Issuer Document, the terms hereof
shall control.

         (l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary, the Borrower shall be
obligated to reimburse the L/C Issuer hereunder for any and all drawings under
such Letter of Credit. The Borrower hereby acknowledges that the issuance of
Letters of Credit for the account of Subsidiaries inures to the benefit of the
Borrower, and that the Borrower's business derives substantial benefits from the
businesses of such Subsidiaries.

2.04 Swing Line Loans.

         (a) Swing Line Facility. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees, in reliance upon the agreements of the
other Lenders set forth in this Section 2.04, to make loans (each such loan, a
"Swing Line Loan") to the Borrower in Dollars from time to time on any Business
Day during the Availability Period in an aggregate amount not to exceed at any
time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact
that such Swing Line Loans, when aggregated with the Pro Rata Share of the
Outstanding Amount of Revolving Loans and L/C Obligations of the Swing Line
Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of
such Lender's Revolving Commitment; provided, however, that after giving effect
to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed
the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount
of the Revolving Loans of any Lender, plus such Lender's Pro Rata Share of the
Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of
the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's
Revolving Commitment, and provided, further, that the Borrower shall not use the
proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.
Within the foregoing limits, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.04, prepay under Section
2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base
Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall
be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the Swing Line Lender a risk participation in such Swing Line Loan in an
amount equal to the product of such Lender's Pro Rata Share times the amount of
such Swing Line Loan.

         (b) Borrowing Procedures. Each Borrowing of Swing Line Loans shall be
made upon the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum principal amount of $500,000 and integral
multiples of $100,000 in excess thereof, and (ii) the requested borrowing date,
which shall be a Business Day. Each such telephonic notice must be confirmed
promptly by delivery to the Swing Line Lender and the Administrative Agent of a
written Swing Line Loan Notice, appropriately completed and signed by a
Responsible Officer of the Borrower. Promptly after receipt by the Swing Line
Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will
confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Loan Notice and, if not,
the Swing Line Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof. Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at
the request of any Lender) prior to 2:00 p.m. on the date of the

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<PAGE>

proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not
to make such Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 2.04(a), or (B) that one or more of the
applicable conditions specified in Article V is not then satisfied, then,
subject to the terms and conditions hereof, the Swing Line Lender will, not
later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan
Notice, make the amount of its Swing Line Loan available to the Borrower.

         (c) Refinancing of Swing Line Loans.

                  (i) The Swing Line Lender at any time in its sole and absolute
         discretion may request, on behalf of the Borrower (which hereby
         irrevocably requests and authorizes the Swing Line Lender to so request
         on its behalf), that each Lender make a Base Rate Loan in an amount
         equal to such Lender's Pro Rata Share of the amount of Swing Line Loans
         then outstanding. Such request shall be made in writing (which written
         request shall be deemed to be a Loan Notice for purposes hereof) and in
         accordance with the requirements of Section 2.02, without regard to the
         minimum and multiples specified therein for the principal amount of
         Base Rate Loans, but subject to the unutilized portion of the Aggregate
         Revolving Commitments and the conditions set forth in Section 5.02. The
         Swing Line Lender shall furnish the Borrower with a copy of the
         applicable Loan Notice promptly after delivering such notice to the
         Administrative Agent. Each Lender shall make an amount equal to its Pro
         Rata Share of the amount specified in such Loan Notice available to the
         Administrative Agent in immediately available funds for the account of
         the Swing Line Lender at the Administrative Agent's Office not later
         than 10:00 a.m. on the day specified in such Loan Notice, whereupon,
         subject to Section 2.04(c)(ii), each Lender that so makes funds
         available shall be deemed to have made a Base Rate Loan to the Borrower
         in such amount. The Administrative Agent shall remit the funds so
         received to the Swing Line Lender.

                  (ii) If for any reason any Swing Line Loan cannot be
         refinanced by such a Borrowing of Revolving Loans in accordance with
         Section 2.04(c)(i), the request for Base Rate Loans submitted by the
         Swing Line Lender as set forth herein shall be deemed to be a request
         by the Swing Line Lender that each of the Lenders fund its risk
         participation in the relevant Swing Line Loan and each Lender's payment
         to the Administrative Agent for the account of the Swing Line Lender
         pursuant to Section 2.04(c)(i) shall be deemed payment in respect of
         such participation.

                  (iii) If any Lender fails to make available to the
         Administrative Agent for the account of the Swing Line Lender any
         amount required to be paid by such Lender pursuant to the foregoing
         provisions of this Section 2.04(c) by the time specified in Section
         2.04(c)(i), the Swing Line Lender shall be entitled to recover from
         such Lender (acting through the Administrative Agent), on demand, such
         amount with interest thereon for the period from the date such payment
         is required to the date on which such payment is immediately available
         to the Swing Line Lender at a rate per annum equal to the greater of
         the Federal Funds Rate and a rate determined by the Swing Line Lender
         in accordance in accordance with banking industry rules on interbank
         compensation. A certificate of the Swing Line Lender submitted to any
         Lender (through the Administrative Agent) with respect to any amounts
         owing under this clause (iii) shall be conclusive absent manifest
         error.

                  (iv) Each Lender's obligation to make Revolving Loans or to
         purchase and fund risk participations in Swing Line Loans pursuant to
         this Section 2.04(c) shall be absolute and unconditional and shall not
         be affected by any circumstance, including (A) any set-off,
         counterclaim, recoupment, defense or other right that such Lender may
         have against the Swing Line Lender, the Borrower or any other Person
         for any reason whatsoever, (B) the occurrence or continuance of a
         Default, or (C) any other occurrence, event or condition, whether or
         not similar

                                       33
<PAGE>

         to any of the foregoing; provided, however, that each Lender's
         obligation to make Revolving Loans pursuant to this Section 2.04(c) is
         subject to the conditions set forth in Section 5.02. No such purchase
         or funding of risk participations shall relieve or otherwise impair the
         obligation of the Borrower to repay Swing Line Loans, together with
         interest as provided herein.

         (d) Repayment of Participations.

                  (i) At any time after any Lender has purchased and funded a
         risk participation in a Swing Line Loan, if the Swing Line Lender
         receives any payment on account of such Swing Line Loan, the Swing Line
         Lender will distribute to such Lender its Pro Rata Share of such
         payment (appropriately adjusted, in the case of interest payments, to
         reflect the period of time during which such Lender's risk
         participation was funded) in the same funds as those received by the
         Swing Line Lender.

                  (ii) If any payment received by the Swing Line Lender in
         respect of principal or interest on any Swing Line Loan is required to
         be returned by the Swing Line Lender under any of the circumstances
         described in Section 11.06 (including pursuant to any settlement
         entered into by the Swing Line Lender in its discretion), each Lender
         shall pay to the Swing Line Lender its Pro Rata Share thereof on demand
         of the Administrative Agent, plus interest thereon from the date of
         such demand to the date such amount is returned, at a rate per annum
         equal to the Federal Funds Rate. The Administrative Agent will make
         such demand upon the request of the Swing Line Lender. The obligations
         of the Lenders under this clause shall survive the payment in full of
         the Obligations and the termination of this Agreement.

         (e) Interest for Account of Swing Line Lender. The Swing Line Lender
shall be responsible for invoicing the Borrower for interest on the Swing Line
Loans. Until each Lender funds its Revolving Loans that are Base Rate Loans or
risk participation pursuant to this Section 2.04 to refinance such Lender's Pro
Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share
shall be solely for the account of the Swing Line Lender.

         (f) Payments Directly to Swing Line Lender. The Borrower shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

2.05     Prepayments.

         (a) Voluntary Prepayments of Loans.

                  (i) Revolving Loans. The Borrower may, upon notice from the
         Borrower to the Administrative Agent, at any time or from time to time
         voluntarily prepay Revolving Loans in whole or in part without premium
         or penalty; provided that (A) such notice must be received by the
         Administrative Agent not later than 10:00 a.m. (1) three (3) Business
         Days prior to any date of prepayment of Eurodollar Rate Loans and (2)
         on the date of prepayment of Base Rate Loans; (B) any such prepayment
         of Eurodollar Rate Loans shall be in a principal amount of $1,000,000
         or a whole multiple of $100,000 in excess thereof (or, if less, the
         entire principal amount thereof then outstanding) and (C) any
         prepayment of Base Rate Loans shall be in a principal amount of
         $500,000 or a whole multiple of $100,000 in excess thereof (or, if
         less, the entire principal amount thereof then outstanding). Each such
         notice shall specify the date and amount of such prepayment and the
         Type(s) of Loans to be prepaid. The Administrative Agent will promptly
         notify each Lender of its receipt of each such notice, and of the
         amount of such Lender's Pro Rata Share of such prepayment. If such
         notice is given by the Borrower, the Borrower shall make such
         prepayment and the payment amount specified in such notice shall be due
         and payable on the date

                                       34
<PAGE>

         specified therein. Any prepayment of a Eurodollar Rate Loan shall be
         accompanied by all accrued interest on the amount prepaid, together
         with any additional amounts required pursuant to Section 3.05. Each
         such prepayment shall be applied to the Loans of the Lenders in
         accordance with their respective Pro Rata Shares.

                  (ii) Swing Line Loans. The Borrower may, upon notice to the
         Swing Line Lender (with a copy to the Administrative Agent), at any
         time or from time to time, voluntarily prepay Swing Line Loans in whole
         or in part without premium or penalty; provided that (i) such notice
         must be received by the Swing Line Lender and the Administrative Agent
         not later than 1:00 p.m. on the date of the prepayment, and (ii) any
         such prepayment shall be in a minimum principal amount of $500,000 or a
         whole multiple of $100,000 in excess thereof (or, if less, the entire
         principal thereof then outstanding). Each such notice shall specify the
         date and amount of such prepayment. If such notice is given by the
         Borrower, the Borrower shall make such prepayment and the payment
         amount specified in such notice shall be due and payable on the date
         specified therein.

         (b) Mandatory Prepayments of Loans.

                  (i) Revolving Commitments. If for any reason the Total
         Revolving Outstandings at any time exceed the Aggregate Revolving
         Commitments then in effect, the Borrower shall immediately prepay
         Revolving Loans and/or the Swing Line Loans and/or Cash Collateralize
         the L/C Obligations in an aggregate amount equal to such excess;
         provided, however, that the Borrower shall not be required to Cash
         Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)
         unless after the prepayment in full of the Revolving Loans and Swing
         Line Loans the Total Revolving Outstandings exceed the Aggregate
         Revolving Commitments then in effect.

                  (ii) Application of Mandatory Prepayments. All amounts
         required to be paid pursuant to Section 2.05(b)(i) shall be applied to
         Revolving Loans and Swing Line Loans and (after all Revolving Loans and
         all Swing Line Loans have been repaid) to Cash Collateralize L/C
         Obligations. Within the parameters of the applications set forth above,
         prepayments shall be applied first to Base Rate Loans and then to
         Eurodollar Rate Loans in direct order of Interest Period maturities.
         All prepayments under this Section 2.05(b) shall be subject to Section
         3.05, but otherwise without premium or penalty, and shall be
         accompanied by interest on the principal amount prepaid through the
         date of prepayment.

2.06 Termination or Reduction of Aggregate Revolving Commitments.

         The Borrower may, upon notice to the Administrative Agent, terminate
the Aggregate Revolving Commitments, or from time to time permanently reduce the
Aggregate Revolving Commitments to an amount not less than the Outstanding
Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that
(i) any such notice shall be received by the Administrative Agent not later than
9:00 a.m. five (5) Business Days prior to the date of termination or reduction,
(ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or
any whole multiple of $1,000,000 in excess thereof and (iii) if, after giving
effect to any reduction of the Aggregate Revolving Commitments, the Letter of
Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate
Revolving Commitments, such sublimit shall be automatically reduced by the
amount of such excess. The Administrative Agent will promptly notify the Lenders
of any such notice of termination or reduction of the Aggregate Revolving
Commitments. Any reduction of the Aggregate Revolving Commitments shall be
applied to the Revolving Commitment of each Lender according to its Pro Rata
Share. All fees accrued with respect thereto until the effective date of any
termination of the Aggregate Revolving Commitments shall be paid on the
effective date of such termination.

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<PAGE>

2.07 Repayment of Loans.

         (a) Revolving Loans. The Borrower shall repay to the Lenders on the
Maturity Date the aggregate principal amount of all Revolving Loans outstanding
on such date.

         (b) Swing Line Loans. The Borrower shall repay each Swing Line Loan on
the earlier to occur of (i) demand by the Swing Line Lender and (ii) the
Maturity Date.

2.08 Interest.

         (a) Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the sum of (A) the
Eurodollar Rate for such Interest Period plus (B) the Applicable Rate; (ii) each
Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate
plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Rate.

         (b) Upon the occurrence and during the continuation of an Event of
Default, the Borrower shall pay interest on the principal amount of all
outstanding Obligations at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.

         (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

2.09 Fees.

         In addition to certain fees described in subsections (i) and (j) of
Section 2.03:

                  (a) Facility Fee. The Borrower shall pay to the Administrative
         Agent for the account of each Lender in accordance with its Pro Rata
         Share, a facility fee equal to the Applicable Rate times the actual
         daily amount of the Aggregate Revolving Commitments (or, if the
         Aggregate Revolving Commitments have terminated, on the Outstanding
         Amount of all Revolving Loans, Swing Line Loans and L/C Obligations),
         regardless of usage. The facility fee shall accrue at all times during
         the Availability Period (and thereafter so long as any Revolving Loans,
         Swing Line Loans or L/C Obligations remain outstanding), including at
         any time during which one or more of the conditions in Article V is not
         met, and shall be due and payable quarterly in arrears on the last
         Business Day of each March, June, September and December, commencing
         with the first such date to occur after the Closing Date, and on the
         Maturity Date (and, if applicable, thereafter on demand). The facility
         fee shall be calculated quarterly in arrears, and if there is any
         change in the Applicable Rate during any quarter, the actual daily
         amount shall be computed and multiplied by the Applicable Rate
         separately for each period during such quarter that such Applicable
         Rate was in effect.

                  (b) Administrative Agent Fee Letter. The Borrower shall pay to
         BAS and the Administrative Agent for their own respective accounts fees
         in the amounts and at the times specified in the Fee Letter. Such fees
         shall be fully earned when paid and shall be non-refundable for any
         reason whatsoever; provided, however, that the Borrower shall be
         entitled to receive from

                                       36
<PAGE>

         the Administrative Agent the prorated amount of the administrative
         agent fee for any applicable year if the Administrative Agent should
         voluntarily resign in such year.

2.10 Computation of Interest and Fees.

         All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America's "prime rate" shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year). Interest shall
accrue on each Loan for the day on which the Loan is made, and shall not accrue
on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid, provided that any Loan that is repaid on the same day on which it is
made shall, subject to Section 2.12(a), bear interest for one day. Each
determination by the Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error.

2.11 Evidence of Debt.

         (a) The Credit Extensions made by each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Obligations. In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error. Upon the request of any Lender made through
the Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a promissory note, which shall evidence such
Lender's Loans in addition to such accounts or records. Each such promissory
note shall (i) in the case of Revolving Loans, be in the form of Exhibit C-1 (a
"Revolving Note") and (ii) in the case of Swing Line Loans, be in the form of
Exhibit C-2 (a "Swing Line Note"). Each Lender may attach schedules to its Note
and endorse thereon the date, Type (if applicable), amount and maturity of its
Loans and payments with respect thereto.

         (b) In addition to the accounts and records referred to in subsection
(a), each Lender and the Administrative Agent shall maintain in accordance with
its usual practice accounts or records evidencing the purchases and sales by
such Lender of participations in Letters of Credit and Swing Line Loans. In the
event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.

2.12 Payments Generally; Administrative Agent's Clawback.

         (a) General . All payments to be made by the Borrower shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein, all payments by the
Borrower hereunder shall be made to the Administrative Agent, for the account of
the respective Lenders to which such payment is owed, at the Administrative
Agent's Office in Dollars and in immediately available funds not later than
11:00 a.m. on the date specified herein. The Administrative Agent will promptly
distribute to each Lender its Pro Rata Share (or other applicable share as
provided herein) of such payment in like funds as received by wire transfer to
such Lender's Lending Office. All payments received by the Administrative Agent
after 11:00 a.m. shall be deemed received on

                                       37
<PAGE>

the next succeeding Business Day and any applicable interest or fee shall
continue to accrue. If any payment to be made by the Borrower shall come due on
a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing
interest or fees, as the case may be.

         (b) Insufficient Funds. If at any time insufficient funds are received
by and available to the Administrative Agent to pay fully all amounts of
principal, L/C Borrowings, interest and fees then due hereunder, such funds
shall be applied (i) first, toward costs and expenses (including Attorney Costs
and amounts payable under Article III) incurred by the Administrative Agent and
each Lender, (ii) second, toward repayment 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 (iii) third, toward
repayment of principal and L/C Borrowings then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal and L/C
Borrowings then due to such parties.

         (c) (i) Funding by Lenders; Presumption by Administrative Agent. Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Revolving Loan that such Lender will not make available to
the Administrative Agent such Lender's share of such Revolving Loan, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with Section 2.02 and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable Revolving
Loan available to the Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent forthwith on demand
such corresponding amount in immediately available funds with interest thereon,
for each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(A) in the case of a payment to be made by such Lender, the greater of the
Federal Funds Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation and (B) in the
case of a payment to be made by the Borrower, the interest rate applicable to
Base Rate Loans. If the Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative
Agent shall promptly remit to the Borrower the amount of such interest paid by
the Borrower for such period. If such Lender pays its share of the applicable
Revolving Loan to the Administrative Agent, then the amount so paid shall
constitute such Lender's Revolving Loan included in such Borrowing. Any payment
by the Borrower shall be without prejudice to any claim the Borrower may have
against a Lender that shall have failed to make such payment to the
Administrative Agent.

         (ii) Payments by Borrower; Presumptions by Administrative Agent. 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 L/C Issuer 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 L/C Issuer, as the case may be, the
amount due. In such event, if the Borrower has not in fact made such payment,
then each of the Lenders or the L/C Issuer, as the case may be, severally agrees
to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or the L/C Issuer, in immediately available funds
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 Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.

         A notice of the Administrative Agent to any Lender or the Borrower with
respect to any amount owing under this subsection (c) shall be conclusive,
absent manifest error.

                                       38
<PAGE>

         (d) Failure to Satisfy Conditions Precedent. If any Lender makes
available to the Administrative Agent funds for any Loan to be made by such
Lender as provided in the foregoing provisions of this Article II, and such
funds are not made available to the Borrower by the Administrative Agent because
the conditions to the applicable Credit Extension set forth in Article V are not
satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.

         (e) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Loans, to fund participations in Letters of Credit and Swing
Line Loans and to make payments pursuant to Section 11.04(c) are several and not
joint. The failure of any Lender to make any Loan, to fund any such
participation or to make any payment under Section 11.04(c) on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to
do so on such date, no Lender shall be responsible for the failure of any other
Lender to so make its Loan, to purchase its participation or to make its payment
under Section 11.04(c).

         (f) Funding Source. Nothing herein shall be deemed to obligate any
Lender to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

2.13 Sharing of Payments by Lenders.

         If any Lender shall, by exercising any right of setoff or counterclaim
or otherwise, obtain payment in respect of any principal of or interest on any
of the Revolving Loans made by it, or the participations in L/C Obligations or
in Swing Line Loans held by it resulting in such Lender's receiving payment of a
proportion of the aggregate amount of such Loans or participations and accrued
interest thereon greater than its pro rata share thereof as provided herein,
then the Lender receiving such greater proportion shall (a) notify the
Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the Revolving Loans and subparticipations in L/C Obligations
and Swing Line Loans of the other Lenders, or make such other adjustments as
shall be equitable, 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 Loans and other amounts owing them,
provided that:

         (a) if any such participations or subparticipations are purchased and
all or any portion of the payment giving rise thereto is recovered, such
participations or subparticipations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest; and

         (b) the provisions of this Section shall not be construed to apply to
(x) any payment made by the Borrower pursuant to and in accordance with the
express terms of this Agreement or (y) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Revolving Loans or subparticipations in L/C Obligations or Swing Line Loans to
any assignee or participant, other than to the Borrower or any Subsidiary
thereof (as to which the provisions of this Section shall apply).

Each Loan Party 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 such
Loan Party's rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Loan
Party in the amount of such participation.

                                       39
<PAGE>

                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

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

         (b) Payment of Other Taxes by the Borrower. Without limiting the
provisions of subsection (a) above, the Borrower shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.

         (c) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent, each Lender and the L/C Issuer, within 10 days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, 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 L/C Issuer (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or the L/C
Issuer, shall be conclusive absent manifest error.

         (d) Evidence of Payments. 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) Status of Lenders. Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the jurisdiction
in which the Borrower is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by the Borrower or the Administrative Agent, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if requested by the Borrower or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements.

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<PAGE>

Without limiting the generality of the foregoing, in the event that the Borrower
is resident for tax purposes in the United States, any Foreign Lender shall
deliver to the Borrower and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Borrower or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:

         (i) duly completed copies of Internal Revenue Service Form W-8BEN
         claiming eligibility for benefits of an income tax treaty to which the
         United States is a party,

         (ii) duly completed copies of Internal Revenue Service Form W-8ECI,

         (iii) in the case of a Foreign Lender claiming the benefits of the
         exemption for portfolio interest under section 881(c) of the Code, (x)
         a certificate to the effect that such Foreign Lender is not (A) a
         "bank" within the meaning of section 881(c)(3)(A) of the Code, (B) a
         "10 percent shareholder" of the Borrower within the meaning of section
         881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation"
         described in section 881(c)(3)(C) of the Code and (y) duly completed
         copies of Internal Revenue Service Form W-8BEN, or

         (iv) any other form prescribed by applicable law as a basis for
         claiming exemption from or a reduction in United States Federal
         withholding tax duly completed together with such supplementary
         documentation as may be prescribed by applicable law to permit the
         Borrower to determine the withholding or deduction required to be made.

         (f) Treatment of Certain Refunds. If the Administrative Agent, any
Lender or the L/C Issuer determines, in its reasonable discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section, it shall promptly pay to the
Borrower an amount equal to such refund (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this Section
with respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent, such Lender or the L/C
Issuer, as the case may be, and without interest (other than any interest paid
by the relevant Governmental Authority with respect to such refund), provided
that the Borrower, upon the request of the Administrative Agent, such Lender or
the L/C Issuer, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the L/C Issuer in the
event the Administrative Agent, such Lender or the L/C Issuer is required to
repay such refund to such Governmental Authority. This subsection shall not be
construed to require the Administrative Agent, any Lender or the L/C Issuer to
make available its tax returns (or any other information relating to its taxes
that it deems confidential) to the Borrower or any other Person.

         Notwithstanding anything to the contrary contained herein, the Borrower
shall not be required to make any payments to any Lender pursuant to this
Section 3.01 relating to any Taxes or Other Taxes paid by a Lender more than 180
days prior to such Lender's request for any additional payment or compensation
pursuant to this Section 3.01.

3.02 Illegality.

         If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to
determine or charge interest rates based upon the Eurodollar Rate, or any
Governmental Authority has imposed material restrictions on the authority of
such Lender to purchase or

                                       41
<PAGE>

sell, or to take deposits of, Dollars in the London interbank market, then, on
notice thereof by such Lender to the Borrower through the Administrative Agent,
any obligation of such Lender to make or continue Eurodollar Rate Loans or to
convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such
Lender notifies the Administrative Agent and the Borrower that the circumstances
giving rise to such determination no longer exist. Upon receipt of such notice,
the Borrower shall, upon demand from such Lender (with a copy to the
Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such
Eurodollar Rate Loans to such day, or immediately, if such Lender may not
lawfully continue to maintain such Eurodollar Rate Loans. Upon any such
prepayment or conversion, the Borrower shall also pay accrued interest on the
amount so prepaid or converted.

3.03 Inability to Determine Rates.

         If the Administrative Agent determines that for any reason in
connection with any request for a Eurodollar Rate Loan or a conversion to or
continuation thereof that (a) Dollar deposits are not being offered to banks in
the London interbank eurodollar market for the applicable amount and Interest
Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not
exist for determining the Eurodollar Base Rate for any requested Interest Period
with respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Base Rate
for any requested Interest Period with respect to a proposed Eurodollar Rate
Loan does not adequately and fairly reflect the cost to the Lenders of funding
such Loan, the Administrative Agent will promptly notify the Borrower and all
Lenders. Thereafter, the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended until the Administrative Agent revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending
request for a Borrowing, conversion or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the amount specified therein.

3.04 Increased Costs.

         (a) Increased Costs Generally. If any Change in Law shall:

         (i) impose, modify or deem applicable any reserve, special deposit,
         compulsory loan, insurance charge or similar requirement against assets
         of, deposits with or for the account of, or credit extended or
         participated in by, any Lender (except any reserve requirement
         reflected in the Eurodollar Rate) or the L/C Issuer;

         (ii) subject any Lender or the L/C Issuer to any tax of any kind
         whatsoever with respect to this Agreement, any Letter of Credit, any
         participation in a Letter of Credit or any Eurodollar Loan made by it,
         or change the basis of taxation of payments to such Lender or the L/C
         Issuer in respect thereof (except for Indemnified Taxes or Other Taxes
         covered by Section 3.01 and the imposition of, or any change in the
         rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or

         (iii) impose on any Lender or the L/C Issuer or the London interbank
         market any other condition, cost or expense affecting this Agreement or
         Eurodollar Loans made by such Lender or any Letter of Credit or
         participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or the
L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or
of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount

                                       42
<PAGE>

of any sum received or receivable by such Lender or the L/C Issuer hereunder
(whether of principal, interest or any other amount) then, upon request of such
Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C
Issuer, as the case may be, such additional amount or amounts as will compensate
such Lender or the L/C Issuer, as the case may be, for such additional costs
incurred or reduction suffered.

         (b) Capital Requirements. If any Lender or the L/C Issuer determines
that any Change in Law affecting such Lender or the L/C Issuer or any Lending
Office of such Lender or such Lender's or the L/C Issuer's holding company, if
any, regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or the L/C Issuer's capital or on the capital of
such Lender's or the L/C Issuer's holding company, if any, as a consequence of
this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender's or the L/C Issuer's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
the L/C Issuer's policies and the policies of such Lender's or the L/C Issuer's
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer or
such Lender's or the L/C Issuer's holding company for any such reduction
suffered.

         (c) Certificates for Reimbursement. A certificate of a Lender or the
L/C Issuer setting forth the amount or amounts necessary to compensate such
Lender or the L/C Issuer or its holding company, as the case may be, as
specified in subsection (a) or (b) of this Section and delivered to the Borrower
shall be conclusive absent manifest error. The Borrower shall pay such Lender or
the L/C Issuer, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

         (d) Delay in Requests. Failure or delay on the part of any Lender or
the L/C Issuer to demand compensation pursuant to the foregoing provisions of
this Section shall not constitute a waiver of such Lender's or the L/C Issuer's
right to demand such compensation, provided that the Borrower shall not be
required to compensate a Lender or the L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions
suffered more than six months prior to the date that such Lender or the L/C
Issuer, as the case may be, notifies the Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender's or the L/C
Issuer's intention to claim compensation therefor (except that, if the Change in
Law giving rise to such increased costs or reductions is retroactive, then the
six-month period referred to above shall be extended to include the period of
retroactive effect thereof).

3.05 Funding Losses.

         Upon demand of any Lender (with a copy to the Administrative Agent)
from time to time, the Borrower shall promptly compensate such Lender for and
hold such Lender harmless from any loss, cost or expense incurred by it as a
result of:

                  (a) any continuation, conversion, payment or prepayment of any
         Loan other than a Base Rate Loan on a day other than the last day of
         the Interest Period for such Loan (whether voluntary, mandatory,
         automatic, by reason of acceleration, or otherwise);

                  (b) any failure by the Borrower (for a reason other than the
         failure of such Lender to make a Loan) to prepay, borrow, continue or
         convert any Loan other than a Base Rate Loan on the date or in the
         amount notified by the Borrower; or

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<PAGE>

                  (c) any assignment of a Eurodollar Rate Loan on a day other
         than the last day of the Interest Period therefor as a result of a
         request by the Borrower pursuant to Section 11.14.

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

         For purposes of calculating amounts payable by the Borrower to the
Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining
the Eurodollar Rate for such Loan by a matching deposit or other borrowing in
the London interbank eurodollar market for a comparable amount and for a
comparable period, whether or not such Eurodollar Rate Loan was in fact so
funded.

         Notwithstanding anything to the contrary contained herein, the Borrower
shall not be required to make any payments to any Lender pursuant to this
Section 3.05 relating to any loss, cost or expense incurred by a Lender more
than 180 days prior to such Lender's request for any additional payment or
compensation pursuant to this Section 3.05.

3.06 Mitigation Obligations; Replacement of Lenders.

         (a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 3.04, or 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 3.01, or if any Lender gives a notice pursuant to
Section 3.02, 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 reasonable judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section
3.01 or 3.04, as the case may be, in the future, or eliminate the need for the
notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

         (b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, 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 3.01, the Borrower may replace such Lender in accordance with Section
11.14.

3.07 Survival.

         All of the Borrower's obligations under this Article III shall survive
termination of the Aggregate Revolving Commitments and repayment of all other
Obligations hereunder, subject to the limitations contained in this Article III.

                                   ARTICLE IV

                                    GUARANTY

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<PAGE>

4.01 The Guaranty.

         Each of the Guarantors hereby jointly and severally guarantees to each
Lender, each Affiliate of a Lender that enters into a Swap Contract, and the
Administrative Agent as hereinafter provided, as primary obligor and not as
surety, the prompt payment of the Obligations in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) strictly in accordance with the terms thereof.
The Guarantors hereby further agree that if any of the Obligations are not paid
in full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise), the
Guarantors will, jointly and severally, promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Obligations, the same will be promptly paid in
full when due (whether at extended maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise) in accordance
with the terms of such extension or renewal.

         Notwithstanding any provision to the contrary contained herein or in
any other of the Loan Documents or Swap Contracts, the obligations of each
Guarantor under this Agreement and the other Loan Documents shall be limited to
an aggregate amount equal to the largest amount that would not render such
obligations subject to avoidance under the Debtor Relief Laws or any comparable
provisions of any applicable state law.

4.02 Obligations Unconditional.

         The obligations of the Guarantors under Section 4.01 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Loan Documents or Swap
Contracts, or any other agreement or instrument referred to therein, or any
substitution, release, impairment or exchange of any other guarantee of or
security for any of the Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 4.02 that the obligations of the
Guarantors hereunder shall be absolute and unconditional under any and all
circumstances. Each Guarantor agrees that such Guarantor shall have no right of
subrogation, indemnity, reimbursement or contribution against the Borrower or
any other Guarantor for amounts paid under this Article IV until such time as
the Obligations have been paid in full and the Commitment have expired or
terminated. Without limiting the generality of the foregoing, it is agreed that,
to the fullest extent permitted by law, the occurrence of any one or more of the
following shall not alter or impair the liability of any Guarantor hereunder,
which shall remain absolute and unconditional as described above:

                  (a) at any time or from time to time, without notice to any
         Guarantor, the time for any performance of or compliance with any of
         the Obligations shall be extended, or such performance or compliance
         shall be waived;

                  (b) any of the acts mentioned in any of the provisions of any
         of the Loan Documents, any Swap Contract between any Loan Party and any
         Lender, or any Affiliate of a Lender, or any other agreement or
         instrument referred to in the Loan Documents or such Swap Contracts
         shall be done or omitted;

                  (c) the maturity of any of the Obligations shall be
         accelerated, or any of the Obligations shall be modified, supplemented
         or amended in any respect, or any right under any of the Loan
         Documents, any Swap Contract between any Loan Party and any Lender, or
         any Affiliate of a Lender, or any other agreement or instrument
         referred to in the Loan Documents or such Swap Contracts shall be
         waived or any other guarantee of any of the Obligations or any security
         therefor shall be released, impaired or exchanged in whole or in part
         or otherwise dealt with;

                                       45
<PAGE>

                  (d) any Lien granted to, or in favor of, the Administrative
         Agent or any Lender or Lenders as security for any of the Obligations
         shall fail to attach or be perfected; or

                  (e) any of the Obligations shall be determined to be void or
         voidable (including, without limitation, for the benefit of any
         creditor of any Guarantor) or shall be subordinated to the claims of
         any Person (including, without limitation, any creditor of any
         Guarantor).

         With respect to its obligations hereunder, each Guarantor hereby
expressly waives diligence, presentment, demand of payment, protest and all
notices whatsoever, and any requirement that the Administrative Agent or any
Lender exhaust any right, power or remedy or proceed against any Person under
any of the Loan Documents, any Swap Contract between any Loan Party and any
Lender, or any Affiliate of a Lender, or any other agreement or instrument
referred to in the Loan Documents or such Swap Contracts, or against any other
Person under any other guarantee of, or security for, any of the Obligations.

4.03 Reinstatement.

         The obligations of the Guarantors under this Article IV shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Obligations is rescinded or must be
otherwise restored by any holder of any of the Obligations, whether as a result
of any proceedings in bankruptcy or reorganization or otherwise, and each
Guarantor agrees that it will indemnify the Administrative Agent and each Lender
on demand for all reasonable costs and expenses (including, without limitation,
fees and expenses of counsel) incurred by the Administrative Agent or such
Lender in connection with such rescission or restoration, including any such
costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.

4.04 Certain Additional Waivers.

         Each Guarantor agrees that such Guarantor shall have no right of
recourse to security for the Obligations, except through the exercise of rights
of subrogation pursuant to Section 4.02 and through the exercise of rights of
contribution pursuant to Section 4.06.

4.05 Remedies.

         The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, the Obligations may be declared to be forthwith due
and payable as provided in Section 9.02 (and shall be deemed to have become
automatically due and payable in the circumstances provided in said Section
9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other
prohibition preventing such declaration (or preventing the Obligations from
becoming automatically due and payable) as against any other Person and that, in
the event of such declaration (or the Obligations being deemed to have become
automatically due and payable), the Obligations (whether or not due and payable
by any other Person) shall forthwith become due and payable by the Guarantors
for purposes of Section 4.01. The Guarantors acknowledge and agree that their
obligations hereunder are secured in accordance with the terms of the Collateral
Documents and that the Lenders may exercise their remedies thereunder in
accordance with the terms thereof.

4.06 Rights of Contribution.

         The Guarantors agree among themselves that, in connection with payments
made hereunder, each Guarantor shall have contribution rights against the other
Guarantors as permitted under applicable law.

                                       46
<PAGE>

Such contribution rights shall be subordinate and subject in right of payment to
the obligations of such Guarantors under the Loan Documents and no Guarantor
shall exercise such rights of contribution until all Obligations have been paid
in full and the Commitments have terminated.

4.07 Guarantee of Payment; Continuing Guarantee.

         The guarantee in this Article IV is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all Obligations
whenever arising.

                                    ARTICLE V

                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

5.01 Conditions of Initial Credit Extension.

         The obligation of the L/C Issuer and each Lender to make its initial
Credit Extension hereunder is subject to satisfaction of the following
conditions precedent:

                  (a) Loan Documents. Receipt by the Administrative Agent of
         executed counterparts of this Agreement and the other Loan Documents,
         each properly executed by a Responsible Officer of the signing Loan
         Party and, in the case of this Agreement, by each Lender.

                  (b) Opinions of Counsel. Receipt by the Administrative Agent
         of favorable opinions of legal counsel to the Loan Parties, addressed
         to the Administrative Agent and each Lender, dated as of the Closing
         Date, and in form and substance satisfactory to the Administrative
         Agent.

                  (c) Financial Statements. The Administrative Agent shall have
         received:

                           (i) consolidated financial statements of the Borrower
                  and its Subsidiaries for the fiscal years ended December 29,
                  2002 and December 28, 2003, including balance sheets and
                  income and cash flow statements, in each case, audited by
                  independent public accountants of recognized national standing
                  and prepared in conformity with GAAP; and

                           (ii) unaudited consolidated financial statements of
                  the Borrower and its Subsidiaries for the three month period
                  ending March 28, 2004, including balance sheets and statements
                  of income or operations, shareholders' equity and cash flows
                  (the "Interim Financial Statements").

                  (d) No Material Adverse Change. There shall not have occurred
         a material adverse change since December 28, 2003 in the business,
         assets, Properties, liabilities (actual or contingent), operations or
         condition (financial or otherwise) of the Borrower and its Subsidiaries
         taken as a whole.

                  (e) Litigation. There shall not exist any action, suit,
         investigation or proceeding against the Borrower or any Subsidiary
         pending or, to the knowledge of the Borrower, threatened in any court
         or before an arbitrator or Governmental Authority that could reasonably
         be expected to have a Material Adverse Effect.

                  (f) Organization Documents, Resolutions, Etc. Receipt by the
         Administrative Agent of the following, each of which shall be originals
         or facsimiles (followed promptly by originals), in form and substance
         reasonably satisfactory to the Administrative Agent and its legal
         counsel:

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<PAGE>

                           (i) copies of the Organization Documents of each Loan
                  Party certified to be true and complete as of a recent date by
                  the appropriate Governmental Authority of the state or other
                  jurisdiction of its incorporation or organization, where
                  applicable, and certified by a secretary or assistant
                  secretary of such Loan Party to be true and correct as of the
                  Closing Date;

                           (ii) such certificates of resolutions or other
                  action, incumbency certificates and/or other certificates of
                  Responsible Officers of each Loan Party as the Administrative
                  Agent may require evidencing the identity, authority and
                  capacity of each Responsible Officer thereof authorized to act
                  as a Responsible Officer in connection with this Agreement and
                  the other Loan Documents to which such Loan Party is a party;
                  and

                           (iii) such documents and certifications as the
                  Administrative Agent may reasonably require to evidence that
                  each Loan Party is duly organized or formed, and is validly
                  existing, in good standing and qualified to engage in business
                  in its state of organization or formation and each other
                  jurisdiction where its ownership, lease or operation of
                  properties or the conduct of its business requires such
                  qualification, except to the extent that failure to do so
                  could not reasonably be expected to have a Material Adverse
                  Effect.

                  (g) Repayment of Existing Credit Agreements. Receipt by the
         Administrative Agent of satisfactory evidence that the Borrower's
         existing credit agreement dated as of October 29, 1999 has been
         simultaneously repaid in full and terminated.

                  (h) Officer's Certificate. Closing Certificate. Receipt by the
         Administrative Agent of a certificate signed by a Responsible Officer
         of the Borrower certifying that the conditions specified in Sections
         5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfied.

                  (i) Fees. Receipt by the Administrative Agent and the Lenders
         of any fees required to be paid on or before the Closing Date.

                  (j) Attorney Costs. The Borrower shall have paid all Attorney
         Costs of the Administrative Agent to the extent invoiced prior to or on
         the Closing Date, plus such additional amounts of Attorney Costs as
         shall constitute its reasonable estimate of Attorney Costs incurred or
         to be incurred by it through the closing proceedings.

                  Without limiting the generality of the provisions of Section
         10.04, for purposes of determining compliance with the conditions
         specified in this Section 5.01, each Lender that has signed this
         Agreement shall be deemed to have consented to, approved or accepted or
         to be satisfied with, each document or other matter required thereunder
         to be consented to or approved by or acceptable or satisfactory to a
         Lender unless the Administrative Agent shall have received notice from
         such Lender prior to the proposed Closing Date specifying its objection
         thereto.

5.02 Conditions to all Credit Extensions.

         The obligation of each Lender to honor any Request for Credit Extension
(other than a Loan Notice requesting only a conversion of Revolving Loans to the
other Type, or a continuation of Eurodollar Rate Loans) is subject to the
following conditions precedent:

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<PAGE>

                  (a) The representations and warranties of the Borrower and
         each other Loan Party contained in Article VI or any other Loan
         Document shall be true and correct on and as of the date of such Credit
         Extension, except to the extent that such representations and
         warranties specifically refer to an earlier date, in which case they
         shall be true and correct as of such earlier date, and except that for
         purposes of this Section 5.02, the representations and warranties
         contained in subsections (a) and (b) of Section 6.05 shall be deemed to
         refer to the most recent statements furnished pursuant to clauses (a)
         and (b), respectively, of Section 7.01.

                  (b) No Default shall exist, or would result from such proposed
         Credit Extension or from the application thereof.

                  (c) The Administrative Agent and, if applicable, the L/C
         Issuer or the Swing Line Lender shall have received a Request for
         Credit Extension in accordance with the requirements hereof.

         Each Request for Credit Extension (other than a Loan Notice requesting
only a conversion of Revolving Loans to the other Type or a continuation of
Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 5.02(a),
(b) and (c) have been satisfied on and as of the date of the applicable Credit
Extension.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that:

6.01 Existence, Qualification and Power.

         Each Loan Party (a) is a corporation, partnership or limited liability
company duly organized or formed, validly existing and in good standing under
the Laws of the jurisdiction of its incorporation or organization, (b) has all
requisite power and authority and all requisite governmental licenses,
authorizations, consents and approvals to (i) own its assets and carry on its
business and (ii) execute, deliver and perform its obligations under the Loan
Documents to which it is a party, and (c) is duly qualified and is licensed and
in good standing under the Laws of each jurisdiction where its ownership, lease
or operation of properties or the conduct of its business requires such
qualification or license; except in each case referred to in clause (b)(i) or
(c), to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect. As of the Closing Date, Teledyne Brown
Engineering, Inc., Teledyne Continental Motors, Inc. and Teledyne Instruments,
Inc. are the only Material Subsidiaries of the Borrower.

6.02     Authorization; No Contravention.

         The execution, delivery and performance by each Loan Party of each Loan
Document to which such Loan Party is party, have been duly authorized by all
necessary corporate or other organizational action, and do not (a) contravene
the terms of any of such Loan Party's Organization Documents; (b) conflict with
or result in any breach or contravention of, or the creation of any Lien under,
or require any payment to be made under (i) any Contractual Obligation to which
such Loan Party is a party or (ii) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Loan Party or its
Property is subject; or (c) violate any Law (including, without limitation,
Regulation U or

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<PAGE>

Regulation X issued by the FRB); except in each case referred to in clause (b)
to the extent it would not reasonably be expected to have a Material Adverse
Effect.

6.03 Governmental Authorization; Other Consents.

         No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or any other Person with
respect to any Contractual Obligation is necessary or required in connection
with the execution, delivery or performance by, or enforcement against, any Loan
Party of this Agreement or any other Loan Document other than those that have
already been obtained and are in full force and effect or the failure of which
to have been obtained would not reasonably be expected to have a Material
Adverse Effect.

6.04 Binding Effect.

         This Agreement and each other Loan Document has been duly executed and
delivered by each Loan Party that is party thereto. This Agreement and each
other Loan Document constitutes a legal, valid and binding obligation of each
Loan Party that is party thereto, enforceable against each such Loan Party in
accordance with its terms.

6.05 Financial Statements; No Material Adverse Effect.

         (a) The Audited Financial Statements (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present in all material respects
the financial condition of the Borrower and its Subsidiaries as of the date
thereof and their results of operations for the period covered thereby in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; and (iii) show all material
indebtedness and other liabilities, direct or contingent, of the Borrower and
its Subsidiaries as of the date thereof, including liabilities for taxes,
commitments and Indebtedness in accordance with GAAP consistently applied.

         (b) The Interim Financial Statements (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present in all material respects
the financial condition of the Borrower and its Subsidiaries as of the date
thereof and their results of operations for the period covered thereby, subject,
in the case of clauses (i) and (ii), to the absence of footnotes and to normal
year-end audit adjustments; and (iii) show all material indebtedness and other
liabilities, direct or contingent, of the Borrower and its Subsidiaries as of
the date thereof, including liabilities for taxes, material commitments and
Indebtedness in accordance with GAAP consistently applied.

         (c) From the date of the Audited Financial Statements to and including
the Closing Date, there has been no Disposition by the Borrower or any
Subsidiary, or any Involuntary Disposition, of any material part of the business
or Property of the Borrower and its Subsidiaries, taken as a whole, and no
purchase or other acquisition by any of them of any business or Property
(including any Capital Stock of any other Person) material in relation to the
consolidated financial condition of the Borrower and its Subsidiaries, taken as
a whole, in each case, which is not reflected in the foregoing financial
statements or in the notes thereto or has not otherwise been disclosed publicly
by the Borrower or in writing to the Lenders on or prior to the Closing Date.

         (d) The financial statements delivered pursuant to Section 7.01(a) and
(b) have been prepared in accordance with GAAP consistently applied (except as
may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in
all material respects (on the basis disclosed in the footnotes to such financial

                                       50
<PAGE>

statements) the consolidated and consolidating financial condition, results of
operations and cash flows of the Borrower and its Subsidiaries as of such date
and for such periods.

         (e) Since the date of the Audited Financial Statements, there has been
no event or circumstance that has had or could reasonably be expected to have a
Material Adverse Effect.

6.06 Litigation.

         There are no actions, suits, proceedings, claims or disputes pending
or, to the knowledge of the Borrower after reasonable investigation, threatened
or contemplated, at law, in equity, in arbitration or before any Governmental
Authority, by or against the Borrower or any of its Subsidiaries or against any
of their properties or revenues that (a) purport to affect or pertain to this
Agreement or any other Loan Document, or any of the transactions contemplated
hereby or (b) could reasonably be expected to have a Material Adverse Effect.

6.07 No Default.

         Neither the Borrower nor any Subsidiary is in default under or with
respect to any Contractual Obligation that could reasonably be expected to have
a Material Adverse Effect. No Default has occurred and is continuing or would
result from the consummation of the transactions contemplated by this Agreement
or any other Loan Document.

6.08 Ownership of Property; Liens.

         Each of the Borrower and its Subsidiaries has good record and
marketable title in fee simple to, or valid leasehold interests in, all real
property necessary or used in the ordinary conduct of its business, except for
such defects in title as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. The property of the Borrower and
its Subsidiaries is subject to no Liens, other than Permitted Liens.

6.09 Environmental Compliance.

         The Borrower and its Subsidiaries conduct in the ordinary course of
business a review of the effect of existing Environmental Laws and claims
alleging potential liability or responsibility for violation of any
Environmental Law on their respective businesses, operations and properties, and
as a result thereof the Borrower has reasonably concluded that such
Environmental Laws and claims could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

6.10 Insurance.

         The properties of the Borrower and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the
Borrower, in such amounts and covering such risks as are customarily carried by
companies engaged in similar businesses.

6.11 Taxes.

         The Borrower and its Subsidiaries have filed all federal, state and
other material tax returns and reports required to be filed, and have paid all
federal, material state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with

                                       51
<PAGE>

GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary
that would, if made, have a Material Adverse Effect.

6.12 ERISA Compliance.

         (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Internal Revenue Code and other federal or
state Laws. Each Plan that is intended to qualify under Section 401(a) of the
Internal Revenue Code has received a favorable determination letter from the IRS
or an application for such a letter is currently being processed by the IRS with
respect thereto and, to the best knowledge of the Loan Parties, nothing has
occurred which would prevent, or cause the loss of, such qualification. Each
Loan Party and each ERISA Affiliate have made all required contributions to each
Plan subject to Section 412 of the Internal Revenue Code, and no application for
a funding waiver or an extension of any amortization period pursuant to Section
412 of the Internal Revenue Code has been made with respect to any Plan.

         (b) There are no pending or, to the best knowledge of the Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could be reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect.

         (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability that would reasonably be
expected to have a Material Adverse Effect; (iii) no Loan Party nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability under
Title IV of ERISA with respect to any Pension Plan (other than premiums due and
not delinquent under Section 4007 of ERISA); (iv) no Loan Party nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability (and no
event has occurred which, with the giving of notice under Section 4219 of ERISA,
would result in such liability) under Sections 4201 or 4243 of ERISA with
respect to a Multiemployer Plan; and (v) no Loan Party nor any ERISA Affiliate
has engaged in a transaction that could be subject to Sections 4069 or 4212(c)
of ERISA.

6.13 Subsidiaries.

         Set forth on Schedule 6.13 is a complete and accurate list as of the
Closing Date of each Subsidiary, together with (i) jurisdiction of formation,
(ii) number of shares of each class of Capital Stock outstanding, (iii) number
and percentage of outstanding shares of each class owned (directly or
indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if
exercised, of all outstanding options, warrants, rights of conversion or
purchase and all other similar rights with respect thereto. The outstanding
Capital Stock of each Subsidiary is validly issued, fully paid and
non-assessable.

6.14 Margin Regulations; Investment Company Act; Public Utility Holding Company
Act.

         (a) The Borrower is not engaged and will not engage, principally or as
one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock.
Following the application of the proceeds of each Borrowing or drawing under
each Letter of Credit, not more than 25% of the value of the assets (either of
the Borrower only or of the Borrower and its Subsidiaries on a consolidated
basis) subject to the provisions of Section 8.01 or Section 8.05 or subject to
any restriction contained in any agreement or instrument between the Borrower
and any Lender or any Affiliate of any Lender relating to Indebtedness and
within the scope of Section 9.01(e) will be margin stock.

                                       52
<PAGE>

         (b) None of the Borrower, any Person Controlling the Borrower, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

6.15 Disclosure.

         Each Loan Party has disclosed to the Administrative Agent and the
Lenders all agreements, instruments and corporate or other restrictions to which
it or any of its Subsidiaries is subject, and all other matters known to it,
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect. No report, financial statement, certificate or
other information furnished by or on behalf of any Loan Party to the
Administrative Agent or any Lender in connection with the this Agreement or
under any other Loan Document (in each case, as modified or supplemented by
other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information, the Loan Parties
represent only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.

6.16 Compliance with Laws.

         Each of the Borrower and each Subsidiary is in compliance with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its properties, except in such instances in which (a)
such requirement of Law or order, writ, injunction or decree is being contested
in good faith by appropriate proceedings diligently conducted or (b) the failure
to comply therewith could not reasonably be expected to have a Material Adverse
Effect.

6.17 Intellectual Property; Licenses, Etc.

         The Borrower and its Subsidiaries own, or possess the legal right to
use, all of the material trademarks, service marks, trade names, copyrights,
patents, patent rights, franchises, licenses and other intellectual property
rights (collectively, "IP Rights") that are reasonably necessary for the
operation of their respective businesses. Except for such claims and
infringements that could not reasonably be expected to have a Material Adverse
Effect, no claim has been asserted and is pending by any Person challenging or
questioning the use of any IP Rights or the validity or effectiveness of any IP
Rights, nor does any Loan Party know of any such claim, and, to the knowledge of
the Responsible Officers of the Loan Parties, the use of any IP Rights by the
Borrower or any Subsidiary or the granting of a right or a license in respect of
any IP Rights from the Borrower or any Subsidiary does not infringe on the
rights of any Person.

6.18 Solvency.

         The Loan Parties are Solvent on a consolidated basis.

6.19 Legal Name.

         The exact legal name and state of organization of each Loan Party is as
set forth on the signature pages hereto.

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<PAGE>

6.20 Brokers' Fees.

         Except for the Administrative Agent Fee Letter and the BNY Fee Letter,
neither the Borrower nor any Subsidiary has any obligation to any Person in
respect of any finder's, broker's, investment banking or other similar fee in
connection with any of the transactions contemplated under the Loan Documents.

6.21 Labor Matters.

         There are no collective bargaining agreements (except as set forth on
Schedule 6.21) or Multiemployer Plans covering the employees of the Borrower or
any Subsidiary as of the Closing Date and neither the Borrower nor any
Subsidiary has suffered any strikes, walkouts, work stoppages or other material
labor difficulty within the last five years.

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Loan Parties shall and shall cause each of
its Subsidiaries to:

7.01 Financial Statements.

         Deliver to the Administrative Agent, in form and detail reasonably
satisfactory to the Administrative Agent and the Required Lenders, with
sufficient copies for each Lender:

                  (a) as soon as available, but in any event within 100 days
         after the end of each fiscal year of the Borrower, a consolidated
         balance sheet of the Borrower and its Subsidiaries as at the end of
         such fiscal year, and the related consolidated statements of income or
         operations, shareholders' equity and cash flows for such fiscal year,
         setting forth in each case in comparative form the figures for the
         previous fiscal year, all in reasonable detail and prepared in
         accordance with GAAP, audited and accompanied by a report of an
         independent certified public accountant of nationally recognized
         standing reasonably acceptable to the Required Lenders, which report
         and opinion shall be prepared in accordance with generally accepted
         auditing standards and shall not be subject to any "going concern" or
         like qualification or exception or any qualification or exception as to
         the scope of such audit;

                  (b) as soon as available, but in any event within 50 days
         after the end of each of the first three fiscal quarters of each fiscal
         year of the Borrower, a consolidated balance sheet including
         shareholders' equity of the Borrower and its Subsidiaries as at the end
         of such fiscal quarter and latest fiscal year end in comparative form,
         the related consolidated statements of income or operations for such
         fiscal quarter and for the portion of the Borrower's fiscal year then
         ended, setting forth in each case in comparative form the figures for
         the corresponding fiscal quarter of the previous fiscal year and the
         corresponding portion of the previous fiscal year, and the related
         statement of cash flows for the portion of the Borrower's fiscal year
         then ended, setting forth in comparative form the figures for the
         corresponding portion of the previous fiscal year all in reasonable
         detail and certified by a Responsible Officer of the Borrower as fairly
         presenting the financial condition, results of operations,
         shareholders' equity and cash flows of the Borrower and its
         Subsidiaries in accordance with GAAP, subject only to normal year-end
         audit adjustments and the absence of footnotes; and

                                       54
<PAGE>

         As to any information contained in materials furnished pursuant to
         Section 7.02(b), the Borrower shall not be separately required to
         furnish such information under clause (a) or (b) above, but the
         foregoing shall not be in derogation of the obligation of the Borrower
         to furnish the information and materials described in subsections (a)
         and (b) above at the times specified therein.

7.02 Certificates; Other Information.

         Deliver to the Administrative Agent, in form and detail reasonably
satisfactory to the Administrative Agent and the Required Lenders, with
sufficient copies for each Lender:

                  (a) concurrently with the delivery of the financial statements
         referred to in Sections 7.01(a) and (b), a duly completed Compliance
         Certificate signed by a Responsible Officer of the Borrower;

                  (b) promptly after the same are available, copies of each
         annual report, proxy or financial statement or other report or
         communication sent to the stockholders of the Borrower, and copies of
         all annual, regular, periodic and special reports and registration
         statements which the Borrower may file or be required to file with the
         SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or
         to a holder of any Indebtedness owed by the Borrower or any Subsidiary
         in its capacity as such a holder and not otherwise required to be
         delivered to the Administrative Agent pursuant hereto;

                  (c) promptly, and in any event within ten days after receipt
         thereof by any Loan Party or any Subsidiary thereof, copies of each
         notice or other correspondence received from the SEC (or comparable
         agency in any applicable non-U.S. jurisdiction) concerning any
         investigation or possible investigation or other inquiry by such agency
         regarding financial or other operational results of the Borrower or any
         Subsidiary thereof; and

                  (d) promptly, such additional information regarding the
         business, financial or corporate affairs of the Borrower or any
         Subsidiary, or compliance with the terms of the Loan Documents, as the
         Administrative Agent or any Lender may from time to time reasonably
         request.

         Documents required to be delivered pursuant to Section 7.01(a) or (b)
or Section 7.02(b) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower's
website on the Internet at the website address listed on Schedule 11.02; or (ii)
on which such documents are posted on the Borrower's behalf on
IntraLinks/IntraAgency or another relevant website, if any, to which each Lender
and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent); provided that: (i)
the Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender upon the request of the Administrative Agent or such Lender
to deliver such paper copies and (ii) the Borrower shall notify the
Administrative Agent and each Lender (by telecopier or electronic mail) of the
posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such documents.
Notwithstanding anything contained herein, in every instance the Borrower shall
be required to provide paper copies of the Compliance Certificates required by
Section 7.02(a) to the Administrative Agent and each of the Lenders. Except for
such Compliance Certificates, the Administrative Agent shall have no obligation
to request the delivery or to maintain copies of the documents referred to
above, and in any event shall have no responsibility to monitor compliance by
the Borrower with any such request for

                                       55
<PAGE>

delivery, and each Lender shall be solely responsible for requesting delivery to
it or maintaining its copies of such documents.

7.03 Notices. Promptly notify the Administrative Agent and each Lender:

                  (a) of the occurrence of any Default.

                  (b) of any matter that has resulted or could reasonably be
expected to result in a Material Adverse Effect, including (i) breach or
non-performance of, or any default under, a Contractual Obligation of the
Borrower or any Subsidiary; (ii) any dispute, litigation, investigation,
proceeding or suspension between the Borrower or any Subsidiary and any
Governmental Authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting the Borrower or any
Subsidiary, including pursuant to any applicable Environmental Laws.

                  (c) of the occurrence of any ERISA Event.

                  (d) of any material change in accounting policies or financial
reporting practices by the Borrower or any Subsidiary.

         Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto. Each notice pursuant to Section
7.03(a) shall describe with particularity any and all provisions of this
Agreement and any other Loan Document that have been breached.

7.04 Payment of Obligations.

         Pay and discharge as the same shall become due and payable, all its
obligations and liabilities, including (a) all material tax liabilities,
assessments and governmental charges or levies upon it or its properties or
assets, unless the same are being contested in good faith by appropriate
proceedings diligently conducted and adequate reserves in accordance with GAAP
are being maintained by the Borrower or such Subsidiary; (b) all lawful claims
which, if unpaid, would by law become a Lien upon its property, and (c) all
Indebtedness, as and when due and payable, but subject to any subordination
provisions contained in any instrument or agreement evidencing such
Indebtedness, except in the case of clauses (b) and (c), to the extent any
failure to pay or discharge such claim or Indebtedness could not reasonably be
expected to have a Material Adverse Effect.

7.05 Preservation of Existence, Etc.

         (a) Preserve, renew and maintain in full force and effect its legal
existence and good standing under the Laws of the jurisdiction of its
organization except in a transaction permitted by Section 8.04 or 8.05 and (b)
take all reasonable action to maintain all rights, privileges, permits, licenses
and franchises necessary or desirable in the normal conduct of its business,
except to the extent that the failure to do so could not reasonably be expected
to have a Material Adverse Effect and (c) preserve or renew all of its material
registered patents, trademarks, trade names and service marks, the
non-preservation of which could reasonably be expected to have a Material
Adverse Effect.

7.06 Maintenance of Properties.

         (a) Maintain, preserve and protect all of its material properties and
equipment necessary in the operation of its business in good working order and
condition, ordinary wear and tear excepted; (b) make

                                       56
<PAGE>

all necessary repairs thereto and renewals and replacements thereof, except
where the failure to do so could not reasonably be expected to have a Material
Adverse Effect and (c) use the standard of care typical in the industry in the
operation and maintenance of its facilities, except where the failure to do so
could not reasonably be expected to have a Material Adverse Effect.

7.07 Maintenance of Insurance.

         Maintain in full force and effect insurance (including worker's
compensation insurance, liability insurance, casualty insurance and business
interruption insurance) with financially sound and reputable insurance companies
not Affiliates of the Borrower, in such amounts, with such deductibles and
covering such risks as are customarily carried by similarly situated companies.

7.08 Compliance with Laws.

         Comply with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its business or property, except
in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted; or (b) the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect.

7.09 Books and Records.

         (a) With respect to the Borrower, maintain proper books of record and
account, in which full, true and correct entries in conformity in all material
respects with GAAP consistently applied shall be made of all financial
transactions and matters involving the assets and business of the Borrower and
its Subsidiaries; and (b) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Borrower or such Subsidiary, as the case may
be.

7.10 Inspection Rights.

         Permit representatives and independent contractors of the
Administrative Agent and each Lender to visit and inspect any of its properties,
to examine its corporate, financial and operating records, and make copies
thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its Responsible Officers, and at such reasonable times during
normal business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrower; provided, however, that when an Event of Default
exists and/or after the occurrence of an event or events that have a Material
Adverse Effect, the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing as well as discuss the affairs, finances and accounts of such Loan
Party with its directors and independent public accountants, all at the expense
of the Borrower at any time during normal business hours after having provided
reasonable notice. Notwithstanding the foregoing, no Loan Party or any of its
Subsidiaries shall be required to disclose (a) any materials subject to a
confidentiality obligation binding upon such Person (but provided further that
such Person shall, at the request of the Lender, use commercially reasonable
efforts to obtain permission for such disclosure and, in the event permission
cannot be obtained, furnish some information regarding the matters to which such
materials relate as can reasonably be furnished without violation of such
confidentiality obligations) or (b) any communications protected by
attorney-client privilege, the disclosure or inspection of which would waive
such privilege.

                                       57
<PAGE>

7.11 Use of Proceeds.

         Use the proceeds of the Credit Extensions to finance working capital,
make Permitted Acquisitions and for other lawful corporate purposes, provided
that in no event shall the proceeds of the Credit Extensions be used in
contravention of any Law or of any Loan Document.

7.12 Additional Guarantors.

         Promptly, and in any event, not later than thirty (30) days, after the
acquisition or formation of any Material Subsidiary, notify the Administrative
Agent thereof in writing, and cause such Person to (a) become a Guarantor by
executing and delivering to the Administrative Agent a Joinder Agreement or such
other documents as the Administrative Agent shall deem appropriate for such
purpose, and (b) deliver to the Administrative Agent documents of the types
referred to in Section 5.01(f) and favorable opinions of counsel to such Person
(which shall cover, among other things, the legality, validity, binding effect
and enforceability of the documentation referred to in clause (a)), all in form,
content and scope reasonably satisfactory to the Administrative Agent.

7.13 ERISA Compliance.

         Do, and cause each of its ERISA Affiliates to do, each of the
following: (a) maintain each Plan in compliance in all material respects with
the applicable provisions of ERISA, the Internal Revenue Code and other federal
or state law except where termination of such Plan is permitted by the terms of
such Plan and any applicable collective bargaining agreement and in accordance
with the applicable provisions of ERISA, the Internal Revenue Code and other
applicable Laws; (b) cause each Plan that is qualified under Section 401(a) of
the Internal Revenue Code to maintain such qualification; and (c) make all
required contributions to any Plan subject to Section 412 of the Internal
Revenue Code.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, no Loan Party shall, nor shall it permit any
Subsidiary to, directly or indirectly:

8.01 Liens.

         Create, incur, assume or suffer to exist any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired, other
than the following:

                  (a) Liens pursuant to any Loan Document;

                  (b) Liens existing on the date hereof and listed on Schedule
         8.01 and any renewals or extensions thereof, provided that (i) the
         property covered thereby is not changed, (ii) the amount secured or
         benefited thereby is not increased, (iii) the direct or contingent
         obligor with respect thereto is not changed and (iv) any renewal or
         extension of the obligations secured or benefited thereby is permitted
         by Section 8.03(b);

                  (c) Liens (other than Liens imposed under ERISA) for taxes,
         assessments or governmental charges or levies not yet due or which are
         being contested in good faith and by

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         appropriate proceedings diligently conducted, if adequate reserves with
         respect thereto are maintained on the books of the applicable Person in
         accordance with GAAP;

                  (d) statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, materialmen and suppliers and other Liens
         imposed by law or pursuant to customary reservations or retentions of
         title arising in the ordinary course of business, provided that such
         Liens secure only amounts not yet due and payable or, if due and
         payable, are unfiled and no other action has been taken to enforce the
         same or are being contested in good faith by appropriate proceedings
         for which adequate reserves determined in accordance with GAAP have
         been established;

                  (e) pledges or deposits in the ordinary course of business in
         connection with workers' compensation, unemployment insurance and other
         social security legislation, other than any Lien imposed by ERISA;

                  (f) deposits to secure the performance of bids, trade
         contracts and leases (other than Indebtedness), statutory obligations,
         surety bonds (other than bonds related to judgments or litigation),
         performance bonds and other obligations of a like nature incurred in
         the ordinary course of business;

                  (g) easements, rights-of-way, restrictions and other similar
         encumbrances affecting real property which, in the aggregate, are not
         substantial in amount, and which do not in any case materially detract
         from the value of the property subject thereto or materially interfere
         with the ordinary conduct of the business of the applicable Person;

                  (h) Liens securing judgments for the payment of money not
         constituting an Event of Default under Section 9.01(h) or securing
         appeal or other surety bonds related to such judgments;

                  (i) Liens securing Indebtedness permitted under Section
         8.03(e); provided that (i) such Liens do not at any time encumber any
         Property other than the Property financed by such Indebtedness, (ii)
         the Indebtedness secured thereby does not exceed the cost or fair
         market value, whichever is lower, of the Property being acquired on the
         date of acquisition and (iii) such Liens attach to such Property
         concurrently with or within ninety days after the acquisition thereof;

                  (j) leases or subleases granted to others not interfering in
         any material respect with the business of the Borrower or any of its
         Subsidiaries;

                  (k) any interest of title of a lessor under, and Liens arising
         from UCC financing statements (or equivalent filings, registrations or
         agreements in foreign jurisdictions) relating to, leases permitted by
         this Agreement;

                  (l) normal and customary rights of setoff upon deposits of
         cash in favor of banks or other depository institutions;

                  (m) Liens of a collection bank arising under Section 4-210 of
         the Uniform Commercial Code on items in the course of collection;

                  (n) Liens of sellers of goods to the Borrower and any of its
         Subsidiaries arising under Article 2 of the Uniform Commercial Code or
         similar provisions of applicable law in the ordinary course of
         business, covering only the goods sold and securing only the unpaid
         purchase price for such goods and related expenses;

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<PAGE>

                  (o) other Liens which secure Indebtedness of the Borrower and
         its Subsidiaries; provided that the aggregate principal amount of
         Indebtedness secured thereby shall not at any time exceed $10,000,000;

                  (p) Liens granted in favor of any Governmental Authority
         created pursuant to cost-type contracts, progress-billing contracts or
         advance-pay contracts with such Governmental Authority to which the
         Borrower or any of its Subsidiaries is a party in the materials and
         products of the Borrower and its Subsidiaries subject to such contracts
         or, in the case of advance-pay contracts only, any advance payments
         made thereunder to the Borrower and its Subsidiaries by such
         Governmental Authority; and

                  (q) Liens on any Property of the Borrower or any of its
         Subsidiaries acquired after the Closing Date pursuant to a Permitted
         Acquisition or any Liens on any Property of any Person that becomes a
         Subsidiary after the Closing Date pursuant to a Permitted Acquisition
         provided that, in each case (i) such Liens secure only Acquired
         Purchase Money Indebtedness permitted under Section 8.03(g), (ii) such
         Liens were not created in contemplation of or in connection with any
         such Permitted Acquisition and (iii) such Liens do not at any time
         encumber any Property other than the Property financed by such Acquired
         Purchase Money Indebtedness.

8.02     Investments.

         Make any Investments, except:

                  (a) Investments held by the Borrower or such Subsidiary in the
         form of cash or Cash Equivalents;

                  (b) Investments existing as of the Closing Date and set forth
         in Schedule 8.02;

                  (c) Investments in any Person that is a Loan Party prior to
         giving effect to such Investment;

                  (d) Investments consisting of extensions of credit in the
         nature of accounts receivable or notes receivable arising from the
         grant of trade credit in the ordinary course of business, and
         Investments received in satisfaction or partial satisfaction thereof
         from financially troubled account debtors to the extent reasonably
         necessary in order to prevent or limit loss;

                  (e) Guarantees permitted by Section 8.03;

                  (f) Investments permitted by Section 8.04, Section 8.06 or
         Section 8.07;

                  (g) Permitted Acquisitions;

                  (h) Investments by any Loan Party in joint ventures not to
         exceed at any time an amount equal to twenty percent (20%) of
         Consolidated Total Assets as of the last day of the most recently ended
         fiscal quarter for which the Borrower shall have delivered financial
         statements pursuant to Section 7.01(a) or (b), as the case may be; and

                  (i) the Borrower may purchase, redeem, acquire or retire
         shares of its Capital Stock.

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<PAGE>

8.03 Indebtedness.

         Create, incur, assume or suffer to exist any Indebtedness, except:

                  (a) Indebtedness under the Loan Documents;

                  (b) Indebtedness of the Borrower and its Subsidiaries set
         forth in Schedule 8.03 and any renewals, refinancings and extensions
         thereof on terms and conditions not materially less favorable to the
         applicable debtor(s); provided that the amount of such Indebtedness is
         not increased at the time of such refinancing, refunding, renewal or
         extension except by an amount equal to a reasonable premium or other
         amount paid, and fees and expenses reasonably incurred, in connection
         with such refinancing and by an amount equal to any existing
         commitments utilized thereunder;

                  (c) intercompany Indebtedness permitted under Section 8.02;

                  (d) obligations (contingent or otherwise) of the Borrower or
         any Subsidiary existing or arising under any Swap Contract, provided
         that (i) such obligations are (or were) entered into by such Person in
         the ordinary course of business for the purpose of directly mitigating
         risks associated with liabilities, commitments, investments, assets, or
         property held or reasonably anticipated by such Person, or changes in
         the value of securities issued by such Person, and not for purposes of
         speculation or taking a "market view;" and (ii) such Swap Contract does
         not contain any provision exonerating the non-defaulting party from its
         obligation to make payments on outstanding transactions to the
         defaulting party;

                  (e) purchase money Indebtedness (including obligations in
         respect of Capital Leases or Synthetic Leases) hereafter incurred by
         the Borrower or any of its Subsidiaries to finance the purchase of
         fixed assets and renewals, refinancings and extensions thereof,
         provided that (i) the total of all such Indebtedness for all such
         Persons taken together shall not exceed an aggregate principal amount
         of $25,000,000 at any one time outstanding; (ii) such Indebtedness when
         incurred shall not exceed the purchase price of the asset(s) financed;
         and (iii) no such Indebtedness shall be refinanced for a principal
         amount in excess of the principal balance outstanding thereon at the
         time of such refinancing;

                  (f) unsecured Indebtedness (except to the extent of any Liens
         permitted pursuant to Section 8.01(o)) of the Borrower and the
         Guarantors; provided that, (i) such Indebtedness, when added to the
         then outstanding Indebtedness of the Borrower and its Subsidiaries
         would not cause the Loan Parties to be in violation of Section 8.10 on
         a pro forma basis; and provided, further that (ii) such Indebtedness
         permitted pursuant to this clause (f) which is Indebtedness of the
         Guarantors shall not exceed in the aggregate at any one time
         outstanding, $25,000,000 and (iii) such Indebtedness permitted pursuant
         to this clause (f) may not (other than unsecured Indebtedness (except
         to the extent of any Liens permitted pursuant to Section 8.01(q))
         assumed in connection with a Permitted Acquisition in an aggregate
         amount not to exceed at any one time outstanding $20,000,000) contain
         covenants more restrictive than the covenants contained herein; and

                  (g) Acquired Purchase Money Indebtedness of the Borrower and
         its Subsidiaries in an aggregate principal amount not to exceed
         $45,000,000 at any one time outstanding.

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<PAGE>

8.04 Fundamental Changes.

         Merge, dissolve, liquidate, consolidate with or into another Person, or
Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or
in favor of any Person; provided that, subject to Section 7.12 and provided
that, after giving effect to any such transaction, no Default or Event of
Default shall exist, (a) the Borrower may merge or consolidate with any of its
Subsidiaries provided that the Borrower shall be the continuing or surviving
corporation, (b) any Subsidiary of the Borrower may merge or consolidate with
any other Subsidiary of the Borrower provided that if a Loan Party is a party
thereto, a Loan Party shall be the continuing or surviving corporation, (c) any
Loan Party other than the Borrower may merge or consolidate with any other Loan
Party other than the Borrower, (d) any Foreign Subsidiary may be merged or
consolidated with or into any Loan Party provided that such Loan Party shall be
the continuing or surviving corporation, (e) any Foreign Subsidiary may be
merged or consolidated with or into any other Foreign Subsidiary and (f) any
Subsidiary may wind up, liquidate or dissolve itself so long as it transfers all
or substantially all of its assets to a Loan Party prior to such wind up,
liquidation or dissolution.

8.05 Dispositions.

         Make any Disposition unless (a) the consideration paid in connection
therewith shall be cash or Cash Equivalents paid contemporaneously with
consummation of the transaction and shall be in an amount not less than the fair
market value of the Property disposed of, (b) such transaction does not involve
a sale or other disposition of receivables other than receivables owned by or
attributable to other Property concurrently being disposed of in a transaction
otherwise permitted under this Section 8.05, and (c) the total book value of all
of the assets sold or otherwise disposed of by the Borrower and its Subsidiaries
in all such transactions in any fiscal year of the Borrower represent less than
ten percent (10%) of Consolidated Total Assets determined as of the last day of
the immediately preceding fiscal year; provided that, in determining compliance
with this Section 8.05 a Disposition shall be excluded to the extent the net
proceeds of such Disposition are used within a period of 365 days following such
Disposition to acquire assets or property useful in the ordinary course of
business of the Borrower or its Subsidiaries. Notwithstanding the foregoing, the
parties hereto agree that the Borrower may sell the assets or Capital Stock of
Teledyne Continental Motors, Inc. ("TCM") for cash consideration; provided that,
the net proceeds of such Disposition are used by the Borrower within a period of
365 days following such Disposition to acquire assets or property useful in the
ordinary course of business of the Borrower or its Subsidiaries. Provided that
no Default or Event of Default exists or arises therefrom, upon the sale,
exchange, transfer or other disposition of all of the assets or Capital Stock of
a Loan Party not prohibited by this Section 8.05, such Loan Party shall be
deemed automatically and unconditionally released and discharged from all
obligations hereunder without any further action required on the part of the
Administrative Agent or any Lender. The Administrative Agent shall, upon the
Loan Parties' request and at the Loan Parties' expense, deliver such
documentation as is reasonably necessary to evidence such release and discharge.
For purposes of clarification, the release of TCM in accordance with the terms
hereof shall not constitute a Material Adverse Effect.

8.06 Change in Nature of Business.

         Enter into any business, either directly or indirectly through a
Subsidiary, except for (a) any business in which the Borrower or the applicable
Subsidiary is engaged in on the Closing Date, (b) any business that is
reasonably related thereto, (c) any business that is substantially the same
industry as any business conducted by the Borrower or such Subsidiary on the
Closing Date or (d) any other business on a non-material basis to the extent
acquired by the Borrower in a Permitted Acquisition so long as the other
business or businesses acquired by the Borrower pursuant to such Permitted
Acquisition otherwise satisfy the requirements of clauses (a), (b) or (c) of
this Section 8.06.

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8.07 Transactions with Affiliates and Insiders.

         Enter into or permit to exist any transaction or series of transactions
with any officer, director or Affiliate of such Person other than (a) advances
of working capital to any Loan Party, (b) transfers of cash and assets to any
Loan Party, (c) intercompany transactions expressly permitted by Section 8.02,
Section 8.03, Section 8.04 or Section 8.05, (d) compensation and reimbursement
of expenses of officers and directors in accordance with the Borrower's policies
which comply in all material respects with applicable Laws and (e) except as
otherwise specifically limited in this Agreement, other transactions which are
entered into in the ordinary course of such Person's business on terms and
conditions substantially as favorable to such Person as would be obtainable by
it in a comparable arms-length transaction with a Person other than an officer,
director or Affiliate.

8.08 Burdensome Agreements.

         Enter into, or permit to exist, any Contractual Obligation that, by its
terms, encumbers or restricts on the ability of any such Person to (i) pay
dividends or make any other distributions to any Loan Party on its Capital Stock
or with respect to any other interest or participation in, or measured by, its
profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party,
(iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any
of its Property to any Loan Party, or (v) perform its obligations as a Loan
Party pursuant to the Loan Documents or any renewals, refinancings, exchanges,
refundings or extension thereof, except (in respect of any of the matters
referred to in clauses (i)-(iv) above) for (1) this Agreement and the other Loan
Documents, (2) any document or instrument governing Indebtedness incurred
pursuant to Section 8.03(e), provided that any such restriction contained
therein relates only to the asset or assets constructed or acquired in
connection therewith, (3) any document or instrument governing Indebtedness
incurred pursuant to Section 8.03(f), (4) any Permitted Lien or any document or
instrument governing any Permitted Lien, provided that any such restriction
contained therein relates only to the asset or assets subject to such Permitted
Lien, (5) customary restrictions and conditions contained in any agreement
relating to the sale of any Property permitted under Section 8.05 pending the
consummation of such sale or (6) restrictions and limitations imposed by
applicable law.

8.09 Use of Proceeds.

         Use the proceeds of any Credit Extension, whether directly or
indirectly, and whether immediately, incidentally or ultimately, to purchase or
carry margin stock (within the meaning of Regulation U of the FRB) or to extend
credit to others for the purpose of purchasing or carrying margin stock or to
refund indebtedness originally incurred for such purpose.

8.10 Financial Covenants.

         (a) Consolidated Net Worth. Permit Consolidated Net Worth at any time
to be less than the sum of 75% of Consolidated Net Worth as of December 28,
2003, increased on a cumulative basis as of the end of each fiscal quarter of
the Borrower, commencing with the fiscal quarter ending June 27, 2004 by an
amount equal to 50% of Consolidated Net Income (to the extent positive) for the
fiscal quarter then ended plus 75% of the amount of all Equity Issuances after
the Closing Date.

         (b) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio
as of the end of any fiscal quarter of the Borrower to be greater than 3.0:1.0.

         (c) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to
be less than 3.0 to 1.0.

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<PAGE>

8.11     Organization Documents; Fiscal Year.

         (a) Amend, modify or change its Organization Documents in a manner
adverse to the Lenders; or (b) change its fiscal year without providing prior
written notice to the Administrative Agent.

8.12     Sale Leasebacks.

         Enter into any Sale and Leaseback Transaction in an amount in excess of
$15 million in the aggregate during the term of this Agreement.

                                   ARTICLE IX

                         EVENTS OF DEFAULT AND REMEDIES

9.01     Events of Default.

         Any of the following shall constitute an Event of Default:

                  (a) Non-Payment. The Borrower or any other Loan Party fails to
         pay (i) when and as required to be paid herein, any amount of principal
         of any Loan or any L/C Obligation, or (ii) within three Business Days
         after the same becomes due, any interest on any Loan or on any L/C
         Obligation, or any commitment fee or other fee due hereunder, or (iii)
         within five Business Days after the same becomes due, any other amount
         payable hereunder or under any other Loan Document; or

                  (b) Specific Covenants. The Borrower fails to perform or
         observe any term, covenant or agreement contained in any of Section
         7.01, 7.02, 7.03, 7.05(a), 7.10, 7.11, or 7.12 or Article VIII or

                  (c) Other Defaults. Any Loan Party fails to perform or observe
         any other covenant or agreement (not specified in subsection (a) or (b)
         above) contained in any Loan Document on its part to be performed or
         observed and such failure continues for thirty days; or

                  (d) Representations and Warranties. Any representation,
         warranty, certification or statement of fact made or deemed made by or
         on behalf of the Borrower or any other Loan Party herein, in any other
         Loan Document, or in any document delivered in connection herewith or
         therewith shall be incorrect or misleading in any material respect when
         made or deemed made; or

                  (e) Cross-Default. (i) The Borrower or any Subsidiary (A)
         fails to make any payment when due (whether by scheduled maturity,
         required prepayment, acceleration, demand, or otherwise) in respect of
         any Indebtedness or Guarantee (other than Indebtedness hereunder and
         Indebtedness under Swap Contracts) having an aggregate principal amount
         (including undrawn committed or available amounts and including amounts
         owing to all creditors under any combined or syndicated credit
         arrangement) of more than the Threshold Amount, or (B) fails to observe
         or perform any other agreement or condition relating to any such
         Indebtedness or Guarantee having an aggregate principal amount
         (including undrawn committed or available amounts and including amounts
         owing to all creditors under any combined or syndicated credit
         arrangement) of more than the Threshold Amount or contained in any
         instrument or agreement evidencing, securing or relating thereto, or
         any other event occurs, the effect of which default or

                                       64
<PAGE>

         other event is to cause, or to permit the holder or holders of such
         Indebtedness or the beneficiary or beneficiaries of such Guarantee (or
         a trustee or agent on behalf of such holder or holders or beneficiary
         or beneficiaries) to cause, with the giving of notice if required, such
         Indebtedness to be demanded or to become due or to be repurchased,
         prepaid, defeased or redeemed (automatically or otherwise), or an offer
         to repurchase, prepay, defease or redeem such Indebtedness to be made,
         prior to its stated maturity, or such Guarantee to become payable or
         cash collateral in respect thereof to be demanded; or (ii) there occurs
         under any Swap Contract an Early Termination Date (as defined in such
         Swap Contract) resulting from (A) any event of default under such Swap
         Contract as to which the Borrower or any Subsidiary is the Defaulting
         Party (as defined in such Swap Contract) or (B) any Termination Event
         (as so defined) under such Swap Contract as to which the Borrower or
         any Subsidiary is an Affected Party (as so defined) and, in either
         event, the Swap Termination Value owed by the Borrower or such
         Subsidiary as a result thereof is greater than the Threshold Amount; or

                  (f) Insolvency Proceedings, Etc. Any Loan Party or any of its
         Subsidiaries institutes or consents to the institution of any
         proceeding under any Debtor Relief Law, or makes an assignment for the
         benefit of creditors; or applies for or consents to the appointment of
         any receiver, trustee, custodian, conservator, liquidator,
         rehabilitator or similar officer for it or for all or any material part
         of its property; or any receiver, trustee, custodian, conservator,
         liquidator, rehabilitator or similar officer is appointed without the
         application or consent of such Person and the appointment continues
         undischarged or unstayed for sixty (60) calendar days; or any
         proceeding under any Debtor Relief Law relating to any such Person or
         to all or any material part of its property is instituted without the
         consent of such Person and continues undismissed or unstayed for sixty
         calendar days, or an order for relief is entered in any such
         proceeding; or

                  (g) Inability to Pay Debts; Attachment. (i) The Borrower or
         any Subsidiary becomes unable or admits in writing its inability or
         fails generally to pay its debts as they become due, or (ii) any writ
         or warrant of attachment or execution or similar process is issued or
         levied against all or any material part of the property of any such
         Person and is not released, vacated or fully bonded within thirty days
         after its issue or levy; or

                  (h) Judgments. There is entered against the Borrower or any
         Subsidiary (i) one or more final judgments or orders for the payment of
         money in an aggregate amount exceeding the Threshold Amount (to the
         extent not covered by independent third-party insurance as to which the
         insurer does not dispute coverage), or (ii) any one or more
         non-monetary final judgments that have, or could reasonably be expected
         to have, individually or in the aggregate, a Material Adverse Effect
         and, in either case, there is a period of thirty (30) consecutive days
         during which such judgment is not vacated, satisfied or discharged or a
         stay of enforcement of such judgment, by reason of a pending appeal
         posting of bond or otherwise, is not in effect; or

                  (i) ERISA. (i) An ERISA Event occurs with respect to a Pension
         Plan or Multiemployer Plan which has resulted or could reasonably be
         expected to result in liability of the Borrower under Title IV of ERISA
         to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
         amount in excess of the Threshold Amount, or (ii) the Borrower or any
         ERISA Affiliate fails to pay when due, after the expiration of any
         applicable grace period, any installment payment with respect to its
         withdrawal liability under Section 4201 of ERISA under a Multiemployer
         Plan in an aggregate amount in excess of the Threshold Amount; or

                  (j) Invalidity of Loan Documents. Any Loan Document, at any
         time after its execution and delivery and for any reason other than as
         expressly permitted hereunder or satisfaction in full of all the
         Obligations, ceases to be in full force and effect or fails to give the

                                       65
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         Administrative Agent and/or the Lenders the rights, powers and
         privileges purported to be created by the Loan Documents; or any Loan
         Party or any other Person on behalf of a Loan Party contests in any
         manner the validity or enforceability of any Loan Document; or any Loan
         Party denies that it has any or further liability or obligation under
         any Loan Document, or purports to revoke, terminate or rescind any Loan
         Document; or

                  (k) Change of Control. There occurs any Change of Control.

9.02     Remedies Upon Event of Default.

         If any Event of Default occurs and is continuing, the Administrative
Agent shall, at the request of, or may, with the consent of, the Required
Lenders, take any or all of the following actions:

                  (a) declare the commitment of each Lender to make Loans and
         any obligation of the L/C Issuer to make L/C Credit Extensions to be
         terminated, whereupon such commitments and obligation shall be
         terminated;

                  (b) declare the unpaid principal amount of all outstanding
         Loans, all interest accrued and unpaid thereon, and all other amounts
         owing or payable hereunder or under any other Loan Document to be
         immediately due and payable, without presentment, demand, protest or
         other notice of any kind, all of which are hereby expressly waived by
         the Borrower;

                  (c) require that the Borrower Cash Collateralize the L/C
         Obligations (in an amount equal to the then Outstanding Amount
         thereof); and

                  (d) exercise on behalf of itself and the Lenders all rights
         and remedies available to it and the Lenders under the Loan Documents
         or applicable law;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

9.03 Application of Funds.

         After the exercise of remedies provided for in Section 9.02 (or after
the Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set
forth in the proviso to Section 9.02), any amounts received on account of the
Obligations shall be applied by the Administrative Agent in the following order:

         First, to payment of that portion of the Obligations constituting fees,
         indemnities, expenses and other amounts (including Attorney Costs and
         amounts payable under Article III) payable to the Administrative Agent
         in its capacity as such;

         Second, to payment of that portion of the Obligations constituting
         fees, indemnities and other amounts (other than principal and interest)
         payable to the Lenders (including Attorney Costs and amounts payable
         under Article III), ratably among them in proportion to the amounts
         described in this clause Second payable to them;

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<PAGE>

         Third, to payment of that portion of the Obligations constituting
         accrued and unpaid interest on the Loans and L/C Borrowings and fees,
         premiums and scheduled periodic payments, and any interest accrued
         thereon, due under any Swap Contract between any Credit Party and any
         Lender, or any Affiliate of a Lender, to the extent such Swap Contract
         is permitted by Section 8.03(d), ratably among the Lenders (and, in the
         case of such Swap Contracts, Affiliates of Lenders) in proportion to
         the respective amounts described in this clause Third held by them;

         Fourth, to payment of that portion of the Obligations constituting
         unpaid principal of the Loans and L/C Borrowings and breakage,
         termination or other payments, and any interest accrued thereon, due
         under any Swap Contract between any Credit Party and any Lender, or any
         Affiliate of a Lender, to the extent such Swap Contract is permitted by
         Section 8.03(d), and to Cash Collateralize that portion of L/C
         Obligations comprised of the aggregate undrawn amount of Letters of
         Credit, ratably among the Lenders (and, in the case of such Swap
         Contracts, Affiliates of Lenders) in proportion to the respective
         amounts described in this clause Fourth held by them; and

         Last, the balance, if any, after all of the Obligations have been
         indefeasibly paid in full, to the Borrower or as otherwise required by
         Law.

         Subject to Section 2.03(c), amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above
shall be applied to satisfy drawings under such Letters of Credit as they occur.
If any amount remains on deposit as Cash Collateral after all Letters of Credit
have either been fully drawn or expired, such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above.

                                    ARTICLE X

                              ADMINISTRATIVE AGENT

10.01 Appointment and Authority.

         Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank
of America to act on its behalf as the Administrative Agent hereunder and under
the other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article
are solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and neither the Borrower nor any other Loan Party shall have rights as a
third party beneficiary of any of such provisions.

10.02 Rights as a Lender.

         The Person serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor
to the Lenders.

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10.03 Exculpatory Provisions.

         The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, the Administrative Agent:

         (a) shall not be subject to any fiduciary or other implied duties,
         regardless of whether a Default has occurred and is continuing;

         (b) shall not have any duty to take any discretionary action or
         exercise any discretionary powers, except discretionary rights and
         powers expressly contemplated hereby or by the other Loan Documents
         that the Administrative Agent is required to exercise as directed in
         writing by the Required Lenders (or such other number or percentage of
         the Lenders as shall be expressly provided for herein or in the other
         Loan Documents), provided that the Administrative Agent shall not be
         required to take any action that, in its opinion or the opinion of its
         counsel, may expose the Administrative Agent to liability or that is
         contrary to any Loan Document or applicable law; and

         (c) shall not, except as expressly set forth herein and in the other
         Loan Documents, 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 Affiliates that is communicated to or obtained by the Person
         serving as 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 (i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrower, a
Lender or the L/C Issuer.

         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 this Agreement or any other 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 or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article V or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

10.04 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 (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance
of a Letter

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of Credit, that by its terms must be fulfilled to the satisfaction of a Lender
or the L/C Issuer, the Administrative Agent may presume that such condition is
satisfactory to such Lender or the L/C Issuer unless the Administrative Agent
shall have received notice to the contrary from such Lender or the L/C Issuer
prior to the making of such Loan or the issuance of such Letter of Credit. The
Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent 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 any such counsel, accountants or experts.

10.05 Delegation of Duties.

         The Administrative Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document 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 by or through their respective Related
Parties. The exculpatory provisions of this Article shall apply to any such
sub-agent and to 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.

10.06 Resignation of Administrative Agent.

         The Administrative Agent may at any time give notice of its resignation
to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice
of resignation, the Required Lenders shall have the right, in consultation with
the Borrower, to appoint a successor, which shall be a bank with an office in
the United States, or an Affiliate of any such bank with an office in the United
States. If no such successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a
successor Administrative Agent meeting the qualifications set forth above;
provided that if the Administrative Agent shall notify the Borrower and the
Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice
and (1) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
the L/C Issuer directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this Section. Upon the
acceptance of a successor's appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section). The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the retiring Administrative Agent's resignation hereunder and
under the other Loan Documents, the provisions of this Article and Section 11.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.

         Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute its resignation as L/C Issuer and Swing Line
Lender. Upon the acceptance of a successor's appointment as Administrative Agent
hereunder, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line
Lender, (b)

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the retiring L/C Issuer and Swing Line Lender shall be discharged from all of
their respective duties and obligations hereunder or under the other Loan
Documents, and (c) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangement satisfactory to the retiring L/C Issuer to
effectively assume the obligations of the retiring L/C Issuer with respect to
such Letters of Credit.

10.07 Non-Reliance on Administrative Agent and Other Lenders.

         Each Lender and the L/C Issuer acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

10.08 No Other Duties, Etc.

         Anything herein to the contrary notwithstanding, none of the Book
Manager or Joint Lead Arrangers listed on the cover page hereof shall have any
powers, duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent, a
Lender or the L/C Issuer hereunder.

10.09 Administrative Agent May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

                  (a) to file and prove a claim for the whole amount of the
         principal and interest owing and unpaid in respect of the Loans, L/C
         Obligations and all other Obligations that are owing and unpaid and to
         file such other documents as may be necessary or advisable in order to
         have the claims of the Lenders, the L/C Issuer and the Administrative
         Agent (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Lenders, the L/C Issuer and the
         Administrative Agent and their respective agents and counsel and all
         other amounts due the Lenders, the L/C Issuer and the Administrative
         Agent under Sections 2.03(i) and (j), 2.09 and 11.04) allowed in such
         judicial proceeding; and

                  (b) to collect and receive any monies or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender, the L/C Issuer to make such payments to the Administrative Agent
and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and

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its agents and counsel, and any other amounts due the Administrative Agent under
Sections 2.09 and 11.04.

         Nothing contained herein shall be deemed to authorize the
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment
or composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender
in any such proceeding.

10.10 Releases.

         The Lenders and the L/C Issuer irrevocably authorize the Administrative
Agent, at its option and in its discretion, to release any Guarantor from its
obligations under the Guaranty if such Person ceases to be a Subsidiary as a
result of a transaction permitted hereunder.

         Upon request by the Administrative Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent's authority to release
any Guarantor from its obligations under the Guaranty, pursuant to this Section
10.10.

                                   ARTICLE XI

                                  MISCELLANEOUS

11.01 Amendments, Etc.

         No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrower or the applicable Loan Party, as the case may be, and
acknowledged by the Administrative Agent, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no such amendment, waiver or consent shall:

                  (a) extend or increase the Commitment of any Lender (or
         reinstate any Commitment terminated pursuant to Section 9.02) without
         the written consent of such Lender (it being understood and agreed that
         a waiver of any condition precedent set forth in Section 5.02 or of any
         Default or Event of Default or a mandatory reduction in Commitments is
         not considered an extension or increase in Commitments of any Lender);

                  (b) postpone any date fixed by this Agreement or any other
         Loan Document for any payment of principal, interest, fees or other
         amounts due to the Lenders (or any of them) hereunder or under any
         other Loan Document without the written consent of each Lender directly
         affected thereby;

                  (c) reduce the principal of, or the rate of interest specified
         herein on, any Loan or L/C Borrowing, or any fees or other amounts
         payable hereunder or under any other Loan Document without the written
         consent of each Lender directly affected thereby; provided, however,
         that only the consent of the Required Lenders shall be necessary to
         amend the definition of "Default Rate" or to waive any obligation of
         the Borrower to pay interest at the Default Rate;

                  (d) change Section 2.13 or Section 9.03 in a manner that would
         alter the pro rata sharing of payments or the order of application of
         payments required thereby without the written consent of each Lender
         directly affected thereby;

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<PAGE>

                  (e) change any provision of this Section or the definition of
         "Required Lenders" or any other provision hereof specifying the number
         or percentage of Lenders required to amend, waive or otherwise modify
         any rights hereunder or make any determination or grant any consent
         hereunder without the written consent of each Lender directly affected
         thereby;

                  (f) release the Borrower or, except in connection with a
         merger or consolidation permitted under Section 8.04 or a Disposition
         permitted under Section 8.05, all or substantially all of the
         Guarantors, from its or their obligations under the Loan Documents
         without the written consent of each Lender directly affected thereby;

         and, provided further, that (i) no amendment, waiver or consent shall,
unless in writing and signed by the L/C Issuer in addition to the Lenders
required above, affect the rights or duties of the L/C Issuer under this
Agreement or any Letter of Credit Application relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless
in writing and signed by the Swing Line Lender in addition to the Lenders
required above, affect the rights or duties of the Swing Line Lender under this
Agreement; (iii) no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent in addition to the Lenders required above,
affect the rights or duties of the Administrative Agent under this Agreement or
any other Loan Document; and (iv) the Administrative Agent Fee Letter and the
BNY Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto. Notwithstanding anything to the
contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent
of such Lender.

Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (x) each Lender is entitled to vote as
such Lender sees fit on any bankruptcy reorganization plan that affects the
Loans, and each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code supersedes the unanimous consent provisions set forth herein
and (y) the Required Lenders shall determine whether or not to allow a Loan
Party to use cash collateral in the context of a bankruptcy or insolvency
proceeding and such determination shall be binding on all of the Lenders.

11.02 Notices; Effectiveness; Electronic Communication.

         (a) General. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in
subsection (b) below), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopier as follows, and all
notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows:

                  (i) if to the Borrower, the Administrative Agent, the L/C
         Issuer or the Swing Line Lender, to the address, facsimile number,
         electronic mail address or telephone number specified for such Person
         on Schedule 11.02 or to such other address, facsimile number,
         electronic mail address or telephone number as shall be designated by
         such party in a notice to the other parties; and

                  (ii) if to any other Lender, to the address, facsimile number,
         electronic mail address or telephone number specified in its
         Administrative Questionnaire or to such other address, facsimile
         number, electronic mail address or telephone number as shall be
         designated by such

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<PAGE>

         party in a notice to the Borrower, the Administrative Agent, the L/C
         Issuer and the Swing Line Lender.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

         (b) Electronic Communications. Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the foregoing
shall not apply to notices to any Lender or the L/C Issuer pursuant to Article
II if such Lender or the L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Borrower
may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices
or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

         (c) Change of Address, Etc. Each of the Borrower, the Administrative
Agent, the L/C Issuer and the Swing Line Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by
notice to the other parties hereto. Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by
notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing
Line Lender.

         (d) Reliance by Administrative Agent and Lenders. The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Loan Notices and Swing Line Loan Notices) purportedly
given by or on behalf of the Borrower even if (i) such notices were not made in
a manner specified herein, were incomplete or were not preceded or followed by
any other form of notice specified herein, or (ii) the terms thereof, as
understood by the recipient, varied from any confirmation thereof. The Borrower
shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the
Related Parties from all losses, costs, expenses and liabilities resulting from
the reliance by such Person on each notice purportedly given by or on behalf of
the Borrower. All telephonic notices to and other communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.

11.03 No Waiver; Cumulative Remedies.

         No failure by any Lender, the L/C Issuer or the Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder shall operate as a waiver

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<PAGE>

thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

11.04 Expenses; Indemnity; Damage Waiver.

         (a) Costs and Expenses. The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of external counsel
for the Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C
Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, any Lender or the
L/C Issuer (including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or the L/C Issuer), in connection with the
enforcement or protection of its rights (A) in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including
all such reasonable out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.

         (b) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses (including
the reasonable fees, charges and disbursements of any counsel for any
Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by
any third party or by the Borrower or any other Loan Party arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by the L/C Issuer
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 or operated by the Borrower or
any of its Subsidiaries, or any Environmental Liability related in any way to
the Borrower or any of its Subsidiaries, 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, whether brought by a third
party or by the Borrower or any other Loan Party, and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee, (y) result from a claim
brought by the Borrower or any other Loan Party against an Indemnitee for breach
in bad faith of such Indemnitee's obligations hereunder or under any other Loan
Document, if the Borrower or such Loan Party has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction or (z) are based on any theory of liability for punitive
damages.

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         (c) Reimbursement by Lenders. To the extent that the Borrower for any
reason fails to indefeasibly pay any amount required under subsection (a) or (b)
of this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof), the L/C Issuer or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or the L/C Issuer in
its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in
connection with such capacity. The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d).

         (d) Waiver of Consequential Damages, Etc. To the fullest 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 direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof. No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed by it through telecommunications,
electronic, internet or other information transmission systems in connection
with the Loans, this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby.

11.05 Payments Set Aside.

         To the extent that any payment by or on behalf of any Loan Party is
made to the Administrative Agent, the L/C Issuer or any Lender, or the
Administrative Agent, the L/C Issuer or any Lender exercises its right of
set-off, and such payment or the proceeds of such set-off or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the
Administrative Agent or such Lender in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or
such set-off had not occurred, and (b) each Lender and the L/C Issuer severally
agrees to pay to the Administrative Agent upon demand its applicable share of
any amount so recovered from or repaid by the Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made
at a rate per annum equal to the Federal Funds Rate from time to time in effect.
The obligations of the Lenders and the L/C Issuer under clause (b) of the
preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement.

11.06 Successors and Assigns.

         (a) Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that neither the
Borrower nor any other Loan Party may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the provisions
of subsection (b) of this Section, (ii) by way of participation in accordance
with the provisions of subsection (d) of this Section or (iii) by way of pledge
or assignment of a security interest subject to the restrictions of subsection
(f) of this Section (and any other attempted assignment or

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<PAGE>

transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (d) of this Section and, to
the extent expressly contemplated hereby, the Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

         (b) Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it); provided that (i)
except in the case of an assignment of the entire remaining amount of the
assigning Lender's Commitment and the Loans at the time owing to it or in the
case of an assignment to a Lender or an Affiliate of a Lender or an Approved
Fund with respect to a Lender, the aggregate amount of the Commitment (which for
this purpose includes Loans outstanding thereunder) or, if the Commitment is not
then in effect, the principal outstanding balance of the Loans of the assigning
Lender subject to each such assignment, determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if "Trade Date" is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5,000,000 unless the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower, otherwise consents (each such consent not to be
unreasonably withheld or delayed); (ii) each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender's Loans and
Commitments, and rights and obligations with respect thereto, assigned, except
that this clause (ii) shall not apply to rights in respect of Swing Line Loans;
(iii) any assignment of a Revolving Commitment must be approved by the
Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person
that is the proposed assignee is itself a Lender (whether or not the proposed
assignee would otherwise qualify as an Eligible Assignee) (each such approval
not to be unreasonably withheld or delayed); and (iv) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Assumption, together with a processing and recordation fee of $3,500, and
the Eligible Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire. Subject to acceptance and
recording thereof by the Administrative Agent pursuant to subsection (c) of this
Section, from and after the effective date specified in each Assignment and
Assumption, the Eligible Assignee thereunder shall be a party to this Agreement
and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption 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 3.01, 3.04, 3.05, 11.04 and 11.05 with respect to facts and
circumstances occurring prior to the effective date of such assignment). Upon
request, the Borrower (at its expense) shall execute and deliver a Note to the
assignee Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this subsection shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with subsection (d) of this Section.

         (c) Register. The Administrative Agent, acting solely for this purpose
as an agent of the Borrower, shall maintain at the Administrative Agent's Office
a copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of

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<PAGE>

this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

         (d) Participations. Any Lender may at any time, without the consent of,
or notice to, the Borrower or the Administrative Agent, sell participations to
any Person (other than a natural person or the Borrower or any of the Borrower's
Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such
Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans (including such Lender's
participations in L/C Obligations and/or Swing Line Loans) owing to it);
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 such obligations and (iii) the Borrower, the
Administrative Agent 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. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in clauses (a) through (g) of the first proviso to Section 11.01 that
directly affects such Participant. Subject to subsection (e) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to subsection (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 11.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.13 as though it were a Lender.

         (e) Limitation upon Participation Rights. A Participant shall not be
entitled to receive any greater payment under Section 3.01 or 3.04 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower's prior written consent. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.01 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 3.01(e) as though it were a
Lender.

         (f) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

         (g) Electronic Execution of Assignments. The words "execution,"
"signed," "signature," and words of like import in any Assignment and Assumption
shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions
Act.

         (g) Resignation as L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank
of America assigns all of its Commitment and Loans pursuant to subsection (b)
above, Bank of America may, (i) upon thirty days' notice to the Borrower and the
Lenders, resign as L/C Issuer and/or (ii) upon thirty days' notice to the
Borrower, resign as Swing Line Lender. In the event of any such resignation as
L/C Issuer or Swing Line Lender, the

                                       77
<PAGE>

Borrower shall be entitled to appoint from among the Lenders a successor L/C
Issuer or Swing Line Lender hereunder; provided, however, that no failure by the
Borrower to appoint any such successor shall affect the resignation of Bank of
America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of
America resigns as L/C Issuer, it shall retain all the rights and obligations of
the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of
the effective date of its resignation as L/C Issuer and all L/C Obligations with
respect thereto (including the right to require the Lenders to make Base Rate
Loans or fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all
the rights of the Swing Line Lender provided for hereunder with respect to Swing
Line Loans made by it and outstanding as of the effective date of such
resignation, including the right to require the Lenders to make Base Rate Loans
or fund risk participations in outstanding Swing Line Loans pursuant to Section
2.04(c).

11.07 Confidentiality.

         Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential); (b) to the extent requested by any regulatory
authority; (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process provided, however, that the Administrative
Agent and/or such Lender will give the Borrower as soon as reasonably
practicable prior notice of any such requirement or subpoena so that the
Borrower may seek a protective order or other appropriate remedy to prevent such
disclosure unless such applicable law or regulation or subpoena expressly
provides that no such prior notice shall be given to the Borrower; (d) to any
other party to this Agreement; (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder; (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any Eligible
Assignee of or Participant in, or any prospective Eligible Assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii)
any direct or indirect contractual counterparty or prospective counterparty (or
such contractual counterparty's or prospective counterparty's professional
advisor) to any credit derivative transaction relating to obligations of the
Loan Parties; (g) with the consent of the Borrower; (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section, (ii) becomes available to the Administrative Agent or any Lender
on a nonconfidential basis from a source other than the Borrower who was not
known by the Administrative Agent or such Lender to be bound by a
confidentiality agreement or legal obligation of confidentiality with respect to
such information or (iii) is independently developed by the Administrative Agent
or any Lender without the use of confidential information; or (i) to the
National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's or its Affiliates' investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates. In
addition, the Administrative Agent and the Lenders may disclose the existence of
this Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the
Administrative Agent and the Lenders in connection with the administration and
management of this Agreement, the other Loan Documents, the Commitments, and the
Credit Extensions. For the purposes of this Section, "Information" means all
information received from any Loan Party relating to any Loan Party or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by any Loan Party; provided that, in the case of information received
from a Loan Party after the date hereof, such information is clearly identified
in writing at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have

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<PAGE>

complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

11.08 Set-off.

         In addition to any rights and remedies of the Lenders provided by law,
upon the occurrence and during the continuance of any Event of Default, each
Lender, the L/C Issuer and each of their respective Affiliates is authorized at
any time and from time to time, without prior notice to the Borrower or any
other Loan Party, any such notice being waived by the Borrower (on its own
behalf and on behalf of each Loan Party) to the fullest extent permitted by law,
to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held by, and other indebtedness at any time
owing by, such Lender to or for the credit or the account of the respective Loan
Parties against any and all Obligations owing to such Lender hereunder or under
any other Loan Document, now or hereafter existing, irrespective of whether or
not the Administrative Agent or such Lender shall have made demand under this
Agreement or any other Loan Document and although such Obligations may be
contingent or unmatured or denominated in a currency different from that of the
applicable deposit or indebtedness. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such set-off and application
made by such Lender; provided, however, that the failure to give such notice
shall not affect the validity of such set-off and application.

11.09 Interest Rate Limitation.

         Notwithstanding anything to the contrary contained in any Loan
Document, the interest paid or agreed to be paid under the Loan Documents shall
not exceed the maximum rate of non-usurious interest permitted by applicable Law
(the "Maximum Rate"). If the Administrative Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.

11.10 Counterparts.

         This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

11.11 Integration.

         This Agreement, together with the other Loan Documents, comprises the
complete and integrated agreement of the parties on the subject matter hereof
and thereof and supersedes all prior agreements, written or oral, on such
subject matter. In the event of any conflict between the provisions of this
Agreement and those of any other Loan Document, the provisions of this Agreement
shall control; provided that the inclusion of supplemental rights or remedies in
favor of the Administrative Agent or the Lenders in any other Loan Document
shall not be deemed a conflict with this Agreement. Each Loan Document was
drafted with the joint participation of the respective parties thereto and shall
be construed neither against nor in favor of any party, but rather in accordance
with the fair meaning thereof.

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<PAGE>

11.12 Survival of Representations and Warranties.

         All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by
the Administrative Agent and each Lender, regardless of any investigation made
by the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

11.13 Severability.

         If any provision of this Agreement or the other Loan Documents is held
to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan
Documents shall not be affected or impaired thereby and (b) the parties shall
endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

11.14 Replacement of Lenders.

         Under any circumstances set forth herein providing that the Borrower
shall have the right to replace a Lender as a party to this Agreement, the
Borrower may, upon notice to such Lender and the Administrative Agent, replace
such Lender by causing such Lender to assign its Commitment and outstanding
Loans (with the assignment fee to be paid by the Borrower in such instance)
pursuant to Section 11.06(b) to one or more other Lenders or Eligible Assignees
procured by the Borrower; provided, however, that if the Borrower elects to
exercise such right with respect to any Lender pursuant to Section 3.06(b), it
shall be obligated to replace all Lenders that have made similar requests for
compensation pursuant to Section 3.01 or 3.04. The Borrower shall (x) pay in
full all principal, interest, fees and other amounts owing to such Lender
through the date of replacement (including any amounts payable pursuant to
Section 3.05), (y) provide appropriate assurances and indemnities (which may
include letters of credit) to the L/C Issuer and the Swing Line Lender as each
may reasonably require with respect to any continuing obligation to fund
participation interests in any L/C Obligations or any Swing Line Loans then
outstanding, and (z) release such Lender from its obligations under the Loan
Documents. Any Lender being replaced shall execute and deliver an Assignment and
Assumption with respect to such Lender's Commitment and outstanding Loans and
participations in L/C Obligations and Swing Line Loans.

11.15 Governing Law; Jurisdiction, Etc.

         (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, the LAW OF THE STATE OF NEW YORK applicable to agreements
made and to be performed entirely within such State; PROVIDED THAT THE
ADMINISTRATIVE Agent AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.

         (b) SUBMISSION TO JURISDICTION. ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND

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<PAGE>

BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO. EACH PARTY HERETO WAIVES PERSONAL SERVICE OF ANY
SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY THE LAW OF SUCH STATE.

11.16 Waiver of Right to Trial by Jury.

         EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

11.17 USA PATRIOT Act Notice.

         Each Lender and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements of
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act"), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the Act.

                            [SIGNATURE PAGES FOLLOW]

                                       81
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

BORROWER:                     TELEDYNE TECHNOLOGIES INCORPORATED,
                              a Delaware corporation

                              By: /s/ Dale A. Schnittjer
                                  ----------------------------------------
                              Name: Dale A. Schnittjer
                              Title:Vice President and Chief Financial Officer

GUARANTORS:                   TELEDYNE BROWN ENGINEERING, INC.,
                              a Delaware corporation

                              By: /s/ Shelley Green
                                  ----------------------------------------
                              Name: Shelley D. Green
                              Title:Treasurer

                              TELEDYNE CONTINENTAL MOTORS, INC.
                              a Delaware corporation

                              By: /s/ Shelley Green
                                  ----------------------------------------
                              Name: Shelley D. Green
                              Title:Treasurer

                              TELEDYNE INSTRUMENTS, INC.,
                              a Delaware corporation

                              By: /s/ Shelley Green
                                  ----------------------------------------
                              Name: Shelley D. Green
                              Title:Treasurer

<PAGE>

ADMINISTRATIVE
AGENT:                        BANK OF AMERICA, N.A.,
                              as Administrative Agent

                              By: /s/ Russell A. McClymont
                                  ----------------------------------------
                              Name: Russell A. McClymont
                              Title: Vice President

LENDERS:                      BANK OF AMERICA, N.A.,
                              as a Lender, L/C Issuer and Swing Line Lender

                              By: /s/ Russell A. McClymont
                                  ----------------------------------------
                              Name: Russell A. McClymont
                              Title: Vice President

                              THE BANK OF NEW YORK

                              By: /s/Elizabeth Ying
                                  ----------------------------------------
                              Name: Elizabeth Ying
                              Title: Vice President

                              BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                              By: /s/ Ro Toyoshima
                                  ----------------------------------------
                              name: Ro Toyoshima
                              Title: Vice President

                              BANK ONE, N.A.

                              By: /s/Jennifer Wysocki
                                  ----------------------------------------
                              Name: Jennifer Wysocki
                              Title: Associate Underwriter

                              MELLON BANK, N.A.
                              By: /s/ John Cate
                                  ----------------------------------------
                              Name: John Cate
                              Title: 1st Vice President

                              SUNTRUST BANK

                              By: /s/ Jack Mackmull
                                  ----------------------------------------
                              Name: Jack Mackmull
                              Title: Director

                              COMERICA WEST INCORPORATED

                              By: /s/ Elise Walker
                                  ----------------------------------------
                              Name: Elise Walker
                              Title: Vice President

<PAGE>

                              WELLS FARGO BANK, N.A.

                              By: /s/ Ling Li
                                  ----------------------------------------
                              Name: Ling Li
                              Title: Vice President

                              CALYON NEW YORK BRANCH

                              By: /s/ James Gibson
                                  ----------------------------------------
                              Name: James Gibson
                              Title: Managing Director

                              By: /s/ Rod Hurst
                                  ----------------------------------------
                              Name: Rod Hurst
                              Title: Director

                              SUMITOMO MITSUI BANKING CORPORATION

                              By: /s/ Al Galluzzo
                                  ----------------------------------------
                              Name: Al Galluzzo
                              Title: Senior Vice President