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

                                CREDIT AGREEMENT

                                   dated as of
                               September 11, 2001
                                      among

                        VOLT INFORMATION SCIENCES, INC.,
                      GATTON VOLT CONSULTING GROUP LIMITED,
                          The Guarantors Party Hereto,

                            The Lenders Party Hereto,

                                       and

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

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

               $127,500,000 (Short-Term) Revolving Credit Facility

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

                 THE CHASE MANHATTAN BANK, as Lead Arranger and
                                   Bookrunner

                                       and

                              FLEET NATIONAL BANK,
                              as Syndication Agent

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                                   Exhibit 4.2
<PAGE>

CREDIT AGREEMENT dated as of September 11, 2001 among VOLT INFORMATION SCIENCES,
INC. (the "Domestic Borrower"), GATTON VOLT CONSULTING GROUP LIMITED ("Gatton")
and any other Subsidiary Borrower (defined below) that hereafter becomes a party
hereto, VOLT MANAGEMENT CORP., VOLT DELTA RESOURCES, INC., DATANATIONAL, INC.,
VOLT-AUTOLOGIC DIRECTORIES S.A., LTD., VOLT HUMAN RESOURCES, INC., VOLT
INFORMATION SCIENCES FUNDING, INC., and any other Guarantor (defined below) that
becomes a party hereto, the Lenders (defined below) party hereto, and THE CHASE
MANHATTAN BANK, as Administrative Agent (defined below), and FLEET NATIONAL
BANK, ("Fleet") as Syndication Agent (defined below).

                                    RECITALS

      The Domestic Borrower wishes to be able to borrow, to obtain other
extensions of credit for itself and for Gatton and other Subsidiary Borrowers;
Gatton wishes to borrow, Fleet wishes to serve as Syndication Agent and the
Guarantors are prepared to guaranty payment of the Borrowers' obligations to the
Lenders, the Administrative Agent, the Issuing Bank and the Syndication Agent.
The Lenders are prepared to lend and the Administrative Agent is prepared to act
in such capacity, all subject to the terms and conditions of this Agreement.

      NOW THEREFORE, in consideration of the mutual agreements herein, the
parties hereto hereby agree as follows:

Definitions

Defined Terms.

      As used in this Agreement, the following terms have the meanings specified
below:

      "ABR", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

      "Account Receivable" shall mean the rights of a Person to receive payment
for goods sold or leased or for services rendered in the ordinary course of
business.

      "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing or
Eurocurrency Borrowing for any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO
Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

      "Administrative Agent" means The Chase Manhattan Bank, in its capacity as
administrative agent for the Lenders hereunder.

      "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent, and as to any Lender, means such
Administrative Questionnaire most recently delivered by such Lender to the
Administrative Agent.

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

      "Aggregate Principal Amount Outstanding" shall mean, at any time, the sum
of (i) the aggregate principal amount at such time of all outstanding Loans
denominated in dollars and (ii) the aggregate Equivalent Dollar Amount at such
time of the principal amount of all outstanding Eurocurrency Loans.
<PAGE>

      "Alternate Base Rate" means, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day, and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

      "Alternative Currency" shall mean Sterling or euro.

      "Applicable Percentage" means, with respect to any Lender, the percentage
of the total Commitments represented by such Lender's Commitment. If the
Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

      "Applicable Rate" means, for any day, with respect to any Eurodollar Loan
or Eurocurrency Loan, or with respect to the facility fees payable hereunder, as
the case may be, the applicable rate per annum set forth below under the caption
"Eurodollar/Eurocurrency Loan Spread" or "Facility Fee Rate":

-----------------------------------------------------------------------------
 Ratio of Debt for Borrowed  Eurodollar/Eurocurrency         Facility Fee
       Money to EBITDA            Loan Spread                     Rate
-----------------------------------------------------------------------------

            >/= 2.5                117.5 bpts                   30 bpts
-----------------------------------------------------------------------------

       >/= 2.0 but < 2.5            87.5 bpts                   25 bpts
-----------------------------------------------------------------------------

       >/= 1.5 but < 2.0            77.5 bpts                 22.5 bpts
-----------------------------------------------------------------------------

       >/= 1.0 but < 1.5             7.5 bpts                   20 bpts
-----------------------------------------------------------------------------

            < 1.0                   62.5 bpts                   20 bpts
-----------------------------------------------------------------------------

However, if at any time (a) Fitch shall no longer rate the Domestic Borrower as
BBB or better, and (b) neither Moody's nor S & P shall rate the Domestic
Borrower as their respective equivalent of Fitch's BBB, or better, the following
increases will apply to the Spreads and Fees set forth above. If more than one
of Fitch, S&P and Moody's shall rate the Domestic Borrower, the higher (or
highest) rating shall apply for purposes of the grid below. Notwithstanding
anything to the contrary contained in this Agreement: (i) for the first three
months following the Effective Date such Spreads and Fees will be determined on
the basis of a deemed BBB- rating (as set forth below) unless there is a
downgrade during such period to below BBB-, in which case such lower rating will
immediately take effect; and (ii) absent such a downgrade, such deemed BBB-
rating will also continue for all such purposes beyond such three month period
unless (x) a reaffirmation of the current (actual) BBB rating or an upgrade was
made during such three month period, in which case such reaffirmed BBB rating or
such upgrade will take effect upon expiration of such three month period, (y)
there is an upgrade or reaffirmation of the current (actual) BBB rating after
such three month period has expired, in which case such upgrade or reaffirmation
will immediately take effect or (z) there is a downgrade to below BBB-after such
three month period has expired, in which case such lower rating will immediately
take effect.
<PAGE>

-----------------------------------------------------------------------------
                            Eurodollar/Eurocurrency          Facility Fee
          Rating              Loan Spread Increase          Rate Increase
-----------------------------------------------------------------------------

            BBB-                   25 bpts                      10 bpts
-----------------------------------------------------------------------------

            BB +                   50 bpts                      15 bpts
-----------------------------------------------------------------------------

         BB or lower               25 bpts                      25 bpts
-----------------------------------------------------------------------------

(All ratings referred to above are intended to correspond to ratings of the
Domestic Borrower with respect to the Senior Notes unless there is a rating for
this Agreement specifically, in which case such ratings are intended to
correspond to such specific rating. If neither such rating shall exist, the
second grid above shall cease to apply.) For purpose of the first grid above,
the Domestic Borrower represents and warrants that its ratio of Debt for
Borrowed Money to EBITDA, as of the end of the second quarter of fiscal 2001,
was 2.11. Any changes in the Applicable Rate based upon the leverage ratio will
take effect five Business Days after receipt by the Administrative Agent of the
financial statements to be provided under Section 5.01 (a) or (b) and the
compliance certificate under Section 5.01 (c)(ii) showing the new ratio;
provided, however, that if such financial statements and compliance certificate
are not delivered when due in accordance with the terms hereof, then effective
on the latest date on which they are required to be delivered hereunder, the
leverage ratio will be deemed to be greater than 2.5.

      "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

      "Associated Costs Rate" means the rate determined in accordance with
Schedule 2.13.

      "Autologic" means Autologic Information International, Inc, a Delaware
corporation.

      "Availability Period" means the period from and including the Effective
Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

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

      "Borrowers" means, collectively, the Domestic Borrower, Gatton and, from
and after such time as a Subsidiary Borrower (in addition to Gatton) becomes a
party hereto (as a "Borrower") pursuant to Section 2.20, such Subsidiary
Borrower.

      "Borrowing" means (a) Revolving Loans to the same Borrower of the same
Type, made, converted or continued on the same date and, in the case of
Eurocurrency Loans and Eurodollar Loans, as to which a single Interest Period is
in effect, (b) a Competitive Loan or group of
<PAGE>

Competitive Loans of the same Type made on the same date and as to which a
single Interest Period is in effect or (c) a Swingline Loan.

      "Borrowing Request" means a request by a Borrower for a Revolving
Borrowing in accordance with Section 2.03 or a request deemed to have been made
by the Domestic Borrower for an ABR Revolving Borrowing in accordance with
Section 2.10(a).

      "Business Day" means any day that is not a Saturday, Sunday or other day
on which commercial banks in New York City are authorized or required by law to
remain closed; provided that, (i) when used in connection with a Eurodollar
Loan, the term "Business Day" shall also exclude any day on which banks are not
open for dealings in dollar deposits in the London interbank market, (ii) when
used in connection with a Eurocurrency Loan to be made in Sterling, "Business
Day" shall also exclude any day on which commercial banks are not open for
foreign exchange business in London, and (iii) when used in connection with a
Eurocurrency Loan to be made in euro, "Business Day" shall also exclude any day
on which commercial banks are not open for foreign exchange business in London
or Frankfurt am Main, Germany (or such other principal financial center or
centers in such participating member state or states (as defined in Section
9.14) as the Administrative Agent may from time to time nominate for this
purpose).

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

      "Change in Control" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof) other than
the Shaw Group, of shares representing more than 25% of the aggregate ordinary
voting power represented by the issued and outstanding capital stock of the
Domestic Borrower if the Shaw Group shall not have direct beneficial ownership
of shares representing at least 25% of the aggregate ordinary voting power
represented by the issued and outstanding capital stock of the Domestic
Borrower; (b) occupation of a majority of the seats (other than vacant seats) on
the board of directors of the Domestic Borrower by Persons who were neither (i)
nominated by the board of directors of the Domestic Borrower nor (ii) appointed
by directors so nominated; or (c) the acquisition of direct or indirect Control
of the Domestic Borrower by any Person or group other than the Shaw Group.

      "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or the Issuing
Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender
or by such Lender's or the Issuing Bank's holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

      "Charges" has the meaning set forth in Section 9.13.
<PAGE>

      "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Competitive Loans or Swingline Loans.

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

      "Commitment" means, with respect to each Lender, the commitment of such
Lender to make Revolving Loans and to acquire participations in Letters of
Credit and Swingline Loans hereunder, expressed as an amount representing the
maximum aggregate amount of such Lender's Revolving Credit Exposure hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section
2.09, and (b) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 9.04 or as contemplated under Section
9.16. The initial amount of each Lender's Commitment is set forth on Schedule
2.01, or in the Assignment and Acceptance pursuant to which such Lender shall
have assumed its Commitment, as applicable. The initial aggregate amount of the
Lenders' Commitments is $127,500,000.

      "Competitive Bid" means an offer by a Lender to make a Competitive Loan in
accordance with Section 2.04.

      "Competitive Bid Rate" means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

      "Competitive Bid Request" means a request by a Borrower for Competitive
Bids in accordance with Section 2.04.

      "Competitive Loan" means a Loan made pursuant to Section 2.04.

      "Consolidated Assets" means, as of the date of determination thereof, all
assets of the Domestic Borrower and its consolidated Subsidiaries that would, in
accordance with GAAP, be classified on a consolidated balance sheet of the
Domestic Borrower and its consolidated Subsidiaries as assets.

      "Consolidated Net Income" shall mean for any accounting period net income
determined in accordance with GAAP, as reported in the consolidated results for
the Domestic Borrower reporting group.

      "Consolidated Net Worth" means at any time as of which the amount thereof
is to be determined, the sum of the following in respect of the Domestic
Borrower and its Subsidiaries (determined on a consolidated basis in accordance
with GAAP): (i) the amount of issued and outstanding share capital, plus (ii)
the amount of additional paid-in capital and retained income (or, in the case of
a deficit minus the amount of such deficit), plus (iii) the amount of all
accumulated other comprehensive income minus (iv) the amount of any treasury
stock, all as determined in accordance with GAAP applied on a consistent basis.

      "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.
<PAGE>

      "Current Portion of Long Term Debt" shall mean the scheduled principal
payments on all Indebtedness (including Capital Lease Obligations but excluding
Indebtedness under this Agreement) with an original maturity of greater than one
year (scheduled or otherwise) of the Domestic Borrower and its Subsidiaries on a
consolidated basis in accordance with GAAP, for the four fiscal quarters
following the end of any fiscal quarter.

      "Credit Document" means each of (i) this Agreement, each Note (if any),
each application and other agreement in respect of any Letter of Credit, in each
case as supplemented, modified, or amended from time to time, (ii) the Guaranty
of Payment, and (iii) each instrument or agreement supplementing (by joinder or
otherwise), modifying or amending, or waiving any provision of, any Credit
Document.

      "Debt for Borrowed Money" means all Indebtedness, excluding (i)
commitments and contingent obligations in respect of undrawn letters of credit
and Guarantees (except, in each case, to the extent constituting Guarantees in
respect of Debt for Borrowed Money of a Person other than a Borrower), (ii)
Hedging Obligations, and (iii) trade payables and other liabilities (not for
borrowed money) ordinarily incurred in the normal course of business.

      "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

      "Denomination Date" shall mean, in relation to any Eurocurrency Borrowing,
the date that is three Business Days before the date of such Borrowing.

      "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

      "dollars" or "$" refers to lawful money of the United States of America.

      "Domestic Borrower" means Volt Information Sciences, Inc., a New York
corporation.

      "EBITDA" means, for any period, operating profit plus interest income of
the Domestic Borrower and its Subsidiaries for such period plus the sum of (i)
depreciation expense and (ii) amortization expense, all as certified by a
Financial Officer on a quarterly basis for such period, and all determined on a
consolidated basis in accordance with GAAP consistently applied.

      "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).

      "Eligible Accounts Receivable" means each Account Receivable of the
Domestic Borrower or any of its Subsidiaries which are included in the
consolidated results of the Domestic Borrower's financial reporting group;
provided, however, that an Account Receivable shall not be deemed an "Eligible
Account Receivable" if such Account Receivable:
<PAGE>

arises out of a sale or lease made by the Domestic Borrower or a Subsidiary to
an Affiliate of the Domestic Borrower or by a Subsidiary or to a Person
Controlled by an Affiliate of the Domestic Borrower or of a Subsidiary; or

the Account Receivable was generated on account of services performed by, or
goods sold or leased by, Autologic or a subsidiary of Autologic.

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

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Domestic Borrower or any Subsidiary 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.

      "Equivalent Dollar Amount" shall mean, with respect to an amount of an
Alternative Currency on any date, the amount of dollars that may be purchased
with such amount of such Alternative Currency at the Spot Exchange Rate on such
date.

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

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

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

Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

      "euro" has the meaning set forth in Section 9.14.

      "Eurocurrency", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are denominated in an
Alternative Currency and bearing interest at a rate determined by reference to
the Adjusted LIBO Rate.

      "Eurodollar", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are denominated in
dollars and bear interest at a rate determined by reference to the Adjusted LIBO
Rate (or, in the case of a Competitive Loan, the LIBO Rate).

      "Event of Default" has the meaning assigned to such term in Article VII.

      "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of any Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which a Borrower is located and (c) in the case of
a Foreign Lender (other than an assignee pursuant to a request by a Borrower
under Section 2.19(b)), any withholding tax that is imposed on amounts payable
to such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office) or is attributable to such
Foreign Lender's failure to comply with Section 2.17(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 a Borrower with respect to such withholding tax pursuant to Section
2.17(a).

      "Federal Funds Effective Rate" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

      "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Domestic Borrower.

      "Fitch" means Fitch IBCA, Duff & Phelps.

      "Fixed Rate" means, with respect to any Competitive Loan (other than a
Eurodollar Competitive Loan), the fixed rate of interest per annum specified by
the Lender making such Competitive Loan in its related Competitive Bid.
<PAGE>

      "Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
Rate.

      "Fleet" means Fleet National Bank, a national banking association.

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

      "GAAP" means generally accepted accounting principles in the United States
of America.

      "Gatton" means Gatton Volt Consulting Group Limited, a corporation
organized under the laws of the United Kingdom.

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

      "Guarantee" of or by any Person (the "guarantor") means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person
(the "primary obligor") in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or
lease property, securities or services for the purpose of assuring the owner of
such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or
obligation; provided, that the term Guarantee shall include both the Guaranty of
Payment and the Noteholder Guaranties of Payment, but shall not include
endorsements for collection or deposit in the ordinary course of business.

      "Guarantors" means, collectively, Volt Management Corp., Volt Delta
Resources Inc., DataNational, Inc., Volt Information Sciences Funding, Inc.,
Volt-Autologic Directories S.A., Ltd., Volt Human Resources, Inc., and every
other domestic Subsidiary required to become a Guarantor under Section 5.10 or
Section 2.20.

      "Guaranty of Payment" means the Joint and Several Guaranty of Payment made
as of the Effective Date by the Guarantors who are parties to this Agreement as
of the Effective Date, as the same may be joined in, supplemented, amended or
otherwise modified pursuant to Section 2.20 or Section 5.10, or otherwise.

      "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,
<PAGE>

infectious or medical wastes and all other substances or wastes of any nature
regulated pursuant to any Environmental Law.

      "Hedging Agreement" means any interest rate protection agreement, foreign
currency exchange agreement, commodity price protection agreement or other
interest or currency exchange rate or commodity price hedging arrangement.

      "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty and (j) all obligations,
contingent or otherwise, of such Person in respect of banker's acceptances. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Intercompany Debt" means loans, advances and any other extensions of
credit made by the Domestic Borrower and/or any Subsidiary to any other
Subsidiary.

      "Interest Election Request" means a request by a Borrower to convert or
continue a Revolving Borrowing in accordance with Section 2.08.

      "Interest Payment Date" means (a) with respect to any ABR Loan (other than
a Swingline Loan), the last day of each March, June, September and December, (b)
with respect to any Eurodollar Loan or Eurocurrency Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in
the case of a Eurodollar Borrowing or a Eurocurrency Borrowing with an Interest
Period of more than three months' duration, each day prior to the last day of
such Interest Period that occurs at intervals of three months' duration, after
the first day of such Interest Period, (c) with respect to any Fixed Rate Loan,
the last day of the Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Fixed Rate Borrowing with an Interest
Period of more than 90 days' duration (unless otherwise specified in the
applicable Competitive Bid Request), each day prior to the last day of such
Interest Period that occurs at intervals of 90 days' duration after the first
day of such Interest Period, and any other dates that are specified in the
applicable Competitive Bid Request as Interest Payment Dates with respect to
such Borrowing and (d) with respect to any Swingline Loan, the day that such
Loan is required to be repaid.
<PAGE>

      "Interest Period" means (a) with respect to any Eurocurrency Borrowing or
Eurodollar Borrowing, the period commencing on the date of such Borrowing and
ending (x) on a date agreed upon among the Lenders pursuant to Section 2.08(e),
or (y) on the numerically corresponding day in the calendar month that is one,
two, three or six months after the date of such Borrowing, and (b) with respect
to any Fixed Rate Borrowing, the period (which shall not be less than 7 days nor
more than 360 days) commencing on the date of such Borrowing and ending on the
date specified in the applicable Competitive Bid Request; provided, that (i) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurocurrency Borrowing or Eurodollar Borrowing only, such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, and (ii) any Interest
Period pertaining to a Eurodollar Borrowing or Eurocurrency Borrowing that
commences on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the last calendar month of such
Interest Period) shall end on the last Business Day of the last calendar month
of such Interest Period. For purposes hereof, the date of a Borrowing initially
shall be the date on which such Borrowing is made and, in the case of a
Revolving Borrowing, thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.

      "Issuing Bank" means The Chase Manhattan Bank, in its capacity as the
issuer of Letters of Credit hereunder, and its successors in such capacity as
provided in Section 2.06(i). The Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing
Bank, in which case the term "Issuing Bank" shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate.

      "LC Disbursement" means a payment made by the Issuing Bank pursuant to a
Letter of Credit.

      "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Domestic Borrower at such time. The LC Exposure of any Lender at any time
shall be its Applicable Percentage of the total LC Exposure at such time.

      "Lenders" means the Persons listed on Schedule 2.01 and any other Person
that shall have become a party hereto pursuant to an Assignment and Acceptance,
other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Acceptance. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

      "Letter of Credit" means any letter of credit issued pursuant to this
Agreement.

      "LIBO Rate" means, with respect to any Eurodollar Borrowing or
Eurocurrency Borrowing for any Interest Period, the rate appearing on the
applicable page of the Telerate Service (or any successor to or substitute for
such Service, providing rate quotations comparable to those currently provided
on such page of such Service, as determined by the Administrative Agent from
time to time for purposes of providing quotations of interest rates applicable
to deposits in the London interbank market) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period as the
rate for dollar deposits with a maturity comparable to such Interest Period. The
"LIBO Rate" with respect to any
<PAGE>

Eurocurrency Borrowing or, in the event that the rate set forth above is at any
time not available for any reason with respect to any Eurodollar Borrowing for
the applicable Interest Period, such Eurodollar Borrowing, shall be the rate at
which deposits of an amount for which the Equivalent Dollar Amount is $5,000,000
for a maturity comparable to such Interest Period in the currency in which such
Borrowing is denominated are offered to the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, (i) two Business Days prior to
the commencement of such Interest Period with respect to a Eurodollar Borrowing
or (ii) on the Quotation Date for such Interest Period with respect to a
Eurocurrency Borrowing.

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

      "Loans" means the loans made by the Lenders to the Borrowers pursuant to
this Agreement.

      "Margin" means, with respect to any Competitive Loan bearing interest at a
rate based on the LIBO Rate, the marginal rate of interest, if any, to be added
to or subtracted from the LIBO Rate to determine the rate of interest applicable
to such Loan, as specified by the Lender making such Loan in its related
Competitive Bid.

      "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise, of
the Domestic Borrower and the Subsidiaries taken as a whole, (b) the ability of
the Domestic Borrower to perform any of its obligations under this Agreement or
any other Credit Document or (c) the rights of or benefits available to the
Lenders under this Agreement or any other Credit Document.

      "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Hedging Agreements,
of any one or more of the Domestic Borrower and its Subsidiaries in an aggregate
principal amount exceeding $4,000,000. For purposes of determining Material
Indebtedness, the "principal amount" of the obligations of the Domestic Borrower
or any Subsidiary in respect of any Hedging Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements in accordance
with GAAP) that the Domestic Borrower or such Subsidiary would be required to
pay if such Hedging Agreement were terminated at such time.

      "Material Subsidiary" means any Subsidiary Borrower and any Subsidiary
which, at any date of determination thereof, has total assets having a fair
market value (without deduction for any Liens) of $500,000 or more.

      "Maturity Date" means September 9, 2002.

      "Maximum Rate" has the meaning set forth in Section 9.13.
<PAGE>

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

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

      "Net Proceeds" means, (a) with respect to any Permitted Autologic Sale (i)
the gross sales price or consideration paid or given in any form in respect of
such sale, net of (ii) the sum of (A) all reasonable and necessary fees and
out-of-pocket expenses paid by the Domestic Borrower and the Subsidiaries to
third parties (other than Affiliates) in connection with such sale, (B) the
amount of all payments required to be made by the Domestic Borrower and the
Subsidiaries as a result of such sale to repay Indebtedness (other than Loans)
secured by any asset included in such sale, or otherwise subject to mandatory
prepayment as a result of such sale (other than any such mandatory prepayment
pursuant to this Agreement), and (C)(1) the amount of all taxes paid (or
reasonably estimated to be payable) by the Domestic Borrower and the
Subsidiaries, and (2) the amount of any reserves established by the Domestic
Borrower and the Subsidiaries to fund contingent liabilities reasonably
estimated to be payable, in each case under (C) during the year that such sale
occurred or the next succeeding year and that are directly attributable to such
sale (as determined reasonably and in good faith by the chief financial officer
of the Domestic Borrower); provided, however, that in the case of a sale of an
asset by a Person in which the Domestic Borrower or a Subsidiary owns less than
100% of the equity thereof, the items under clauses (a)(i) and (a)(ii) except
for item (C)(2) of clause (ii) will be equitably apportioned to account for the
share of such price received by the Domestic Borrower and the Subsidiaries and
the cost incurred by the Domestic Borrower and the Subsidiaries; and (b) with
respect to a Thousand Oaks Financing, the (i) the gross amount of the proceeds
of such new loan(s), net of (ii) the sum of (A) all reasonable and necessary
fees and out-of-pocket expenses paid by the borrower and any guarantors with
respect to such (re)financing (the "Thousand Oaks Obligors") to third parties
(other than Affiliates) in connection with such (re)financing, and (B) the
amount of all payments required to be made by the Thousand Oaks Obligors as a
result of such (re)financing to repay Indebtedness (other than Loans) secured by
the Thousand Oaks Building or otherwise subject to mandatory prepayment as a
result of such (re)financing (other than any such mandatory prepayment pursuant
to this Agreement); provided, however, that if the Thousand Oaks Building is
financed or refinanced at a time when the Domestic Borrower or a Subsidiary owns
less than 100% of the equity in the Person which owns the Thousand Oaks
Building, the items under clause (b)(i) and (b)(ii) will be equitably
apportioned to account for the (re)financing proceeds received by or the fees
and expenses incurred by the Domestic Borrower and the Subsidiaries.

      "Note" means each promissory note executed and delivered by any Borrower
to a Lender as set forth in Section 2.10(e).

      "Noteholder Guaranties of Payment" means, collectively, the six Guaranty
Agreements each dated on or about the date hereof made by each of the Guarantors
in favor of the holders of the Senior Notes, and (if applicable) any future
guaranty agreement pertaining to the Senior Notes.

      "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made
<PAGE>

hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement.

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

      "Permitted Autologic Sale" means (i) a sale of any or all the Domestic
Borrower's shares in Autologic, (ii) the sale by Autologic, or any subsidiary of
Autologic, of any substantial portion of its assets outside the ordinary course
of business, or (iii) the sale of the Thousand Oaks Building, or of an interest
in the Person which owns the fee interest in the Thousand Oaks Building.

      "Permitted Encumbrances" means:

            (a) Liens imposed by law for taxes that are not yet due or are being
      contested in compliance with Section 5.04;

            (b) carriers', warehousemen's, mechanics', materialmen's,
      repairmen's and other like Liens imposed by law, arising in the ordinary
      course of business and securing obligations that are not overdue by more
      than 30 days or are being contested in compliance with Section 5.04;

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

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

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

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

      "Permitted Investments" means:

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

            (b) investments in commercial paper denominated in dollars and
      maturing within 270 days from the date of acquisition thereof and having,
      at such date of acquisition, a credit rating of at least A-2 from S&P and
      at least P-2 from Moody's;
<PAGE>

            (c) investments in certificates of deposit, banker's acceptances and
      time deposits maturing within one year from the date of acquisition
      thereof issued or guaranteed by or placed with, and money market deposit
      accounts issued or offered by, any domestic office of any commercial bank
      organized under the laws of the United States of America or any State
      thereof which has a combined capital and surplus and undivided profits of
      not less than $500,000,000 and which is rated at least A-2 by S&P and P-2
      by Moody's in the note or commercial paper rating category; and

            (d) fully collateralized repurchase agreements with a term of not
      more than 30 days for securities described in clause (a) above and entered
      into with a financial institution satisfying the criteria described in
      clause (c) above.

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

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

      "Prime Rate" means the rate of interest per annum publicly announced from
time to time by The Chase Manhattan Bank as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

      "Quotation Date" means, with respect to a Eurocurrency Borrowing, the day
on which quotations would ordinarily be quoted by prime banks in the London
interbank market for deposits in the applicable Alternative Currency for
delivery on the first day of the applicable Interest Period, as determined by
the Administrative Agent; provided that if there is more than one such day, the
latest of such days shall be the Quotation Date.

      "Register" has the meaning set forth in Section 9.04.

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

      "Required Lenders" means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time; provided
that, for purposes of declaring the Loans to be due and payable pursuant to
Article VII, and for all purposes after the Loans become due and payable
pursuant to Article VII or the Commitments expire or terminate, the outstanding
Competitive Loans of the Lenders shall be included in their respective Revolving
Credit Exposures in determining the Required Lenders.

      "Restricted Payment" means any dividend or other distribution (whether in
cash, securities or other property) with respect to any shares of any class of
capital stock of the Domestic Borrower or any Subsidiary, or any payment
(whether in cash, securities or other
<PAGE>

property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any such shares of capital stock of the Domestic Borrower or of any option,
warrant or other right to acquire any such shares of capital stock of the
Domestic Borrower.

      "Revolving Credit Exposure" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Revolving Loans
denominated in dollars, plus the Equivalent Dollar Amount of the outstanding
principal amount of such Lender's Eurocurrency Loans, plus such Lender's LC
Exposure and Swingline Exposure at such time.

      "Revolving Loan" means a Loan made pursuant to Section 2.03.

      "Shaw Group" means William Shaw, Jerome Shaw and their respective spouses
and descendants.

      "S&P" means Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc.

      "Senior Notes" has the meaning set forth in the definition of Senior Note
Purchase Agreement.

      "Senior Note Purchase Agreement" means, collectively, the Note Purchase
Agreements dated as of August 28, 1996 governing the Domestic Borrower's
$50,000,000 7.92% Senior Notes due August 28, 2004 (the "Senior Notes"), as
amended by Amendment No. 1 to Note Purchase Agreement dated as of August 28,
2001, but excluding any and all other amendments or supplements thereto.

      "Sharing Agreement" means the Sharing Agreement dated on or about the date
of this Agreement among the holders of the Senior Notes, the Lenders and the
Administrative Agent.

      "Spot Exchange Rate" shall mean, on any day, with respect to an
Alternative Currency, the spot rate at which dollars are offered on such day by
The Chase Manhattan Bank in London for such Alternative Currency at
approximately 11:00 A.M. (London time).

      "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred
to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurocurrency Loans and Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

      "Sterling" or "(pound)" shall mean the lawful money of the United Kingdom.
<PAGE>

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

      "Subsidiary" means any subsidiary of the Domestic Borrower.

      "Subsidiary Borrower" means Gatton and any other Subsidiary of the
Domestic Borrower which becomes a Borrower pursuant to Section 2.20.

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

      "Swingline Lender" means The Chase Manhattan Bank, in its capacity as
lender of Swingline Loans hereunder.

      "Swingline Loan" means a Loan made pursuant to Section 2.05.

      "Syndication Agent" means Fleet National Bank, in its capacity as
Syndication Agent hereunder.

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

      "Thousand Oaks Building" means the building presently owned by Volt Realty
Two, Inc., located at 1050 Rancho Conejo Boulevard in Thousand Oaks, California,
which is presently leased to Autologic.

      "Thousand Oaks Obligors" has the meaning set forth in the definition of
Net Proceeds.

      "Thousand Oaks Financing" means any financing or refinancing (after the
Effective Date) of any mortgage debt covering the Thousand Oaks Building.

      "Transactions" means the execution, delivery and performance by the
Borrowers of this Agreement, the borrowing of Loans, the use of the proceeds
thereof and the issuance of Letters of Credit hereunder.

      "Type", when used in reference to any Loan or Borrowing, refers to (i)
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate
Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a
Fixed Rate and (ii) the currency in which such Loan or the Loans comprising such
Borrowing are denominated.
<PAGE>

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

Classification of Loans and Borrowings.

      For purposes of this Agreement, Loans may be classified and referred to by
Class (e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by
Class and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

Terms Generally.

      The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words
"include", "includes" and "including" shall be deemed to be followed by the
phrase "without limitation". The word "will" shall be construed to have the same
meaning and effect as the word "shall". Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any Person shall be construed to
include such Person's successors and assigns, (c) the words "herein", "hereof"
and "hereunder", and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (d)
all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

Accounting Terms; GAAP.

      Except as otherwise expressly provided herein, all terms of an accounting
or financial nature shall be construed in accordance with GAAP, as in effect
from time to time; provided that, if the Borrowers notify the Administrative
Agent that the Borrowers request an amendment to any provision hereof to
eliminate the effect of any change occurring after the date hereof in GAAP or in
the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrowers that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith.

The Credits
<PAGE>

Commitments.

      Subject to the terms and conditions set forth herein, each Lender agrees
to make Revolving Loans to the Borrowers from time to time during the
Availability Period in an aggregate principal amount that will not result in (a)
such Lender's Revolving Credit Exposure exceeding such Lender's Commitment, (b)
the sum of the total Revolving Credit Exposures plus the aggregate principal
amount of outstanding Competitive Loans exceeding the total Commitments or (c)
the aggregate principal amount of Loans outstanding to the Subsidiary Borrowers
in the aggregate exceeding $30,000,000. Within the foregoing limits and subject
to the terms and conditions set forth herein, the Borrowers may borrow, prepay
and reborrow Revolving Loans.

Loans and Borrowings.

Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving
Loans made by the Lenders ratably in accordance with their respective
Commitments. Each Competitive Loan shall be made in accordance with the
procedures set forth in Section 2.04. The failure of any Lender to make any Loan
required to be made by it shall not relieve any other Lender of its obligations
hereunder; provided that the Commitments and Competitive Bids of the Lenders are
several and no Lender shall be responsible for any other Lender's failure to
make Loans as required.

Subject to Section 2.14, (i) each Revolving Borrowing shall be comprised
entirely of ABR Loans, Eurodollar Loans or Eurocurrency Loans, as the applicable
Borrower may request in accordance herewith, and (ii) each Competitive Borrowing
shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans as the
applicable Borrower may request in accordance herewith; provided that the
Equivalent Dollar Amount of the aggregate principal amount of Eurocurrency Loans
outstanding at the time of any Borrowing shall not exceed $30,000,000. Each
Swingline Loan shall be an ABR Loan. Each Lender at its option may make any
Eurodollar Loan or Eurocurrency Loan by causing any domestic or foreign branch
or Affiliate of such Lender to make such Loan; provided that any exercise of
such option shall not affect the obligation of the Borrowers to repay such Loan
in accordance with the terms of this Agreement.

At the commencement of each Interest Period for any Eurodollar Revolving
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $500,000 and not less than $2,000,000. At the commencement of each
Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall
be in an aggregate amount which is an integral multiple (as applicable) of
(pound)500,000 and not less than (pound)1,000,000 or 500,000 euro and not less
than 2,000,000 euro. At the time that each ABR Revolving Borrowing is made, such
Borrowing shall be in an aggregate amount that is an integral multiple of
$500,000 and not less than $1,000,000; provided that an ABR Revolving Borrowing
may be in an aggregate amount that is equal to the entire unused balance of the
total Commitments or that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.06(e) or the repayment of a
Competitive Loan as contemplated by Section 2.10(a). For purposes of this
Section, any Eurocurrency Revolving Borrowing shall be deemed to be in an amount
equal to the Equivalent Dollar Amount of such Eurocurrency Revolving Borrowing
determined as of its Denomination
<PAGE>

Date. Each Competitive Borrowing shall be in an aggregate amount that is an
integral multiple of $500,000 and not less than $2,000,000. Each Swingline Loan
shall be in an amount that is an integral multiple of $10,000 and not less than
$250,000. Borrowings of more than one Type and Class may be outstanding at the
same time; provided that there shall not at any time be more than a total of
eight (8) Eurodollar Revolving Borrowings and Eurocurrency Revolving Borrowings
outstanding.

Notwithstanding any other provision of this Agreement, the Borrowers shall not
be entitled to request, or to elect to convert or continue, any Borrowing if the
Interest Period requested with respect thereto would end after the Maturity
Date.

Requests for Revolving Borrowings.

      To request a Revolving Borrowing, the applicable Borrower shall notify the
Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of the proposed Borrowing, (b) in the case of a
Eurocurrency Borrowing, not later than 11:00 a.m., London time, three Business
Days before the date of the proposed Borrowing, or (c) in the case of an ABR
Borrowing, not later than 11:00 a.m., New York City time, on the Business Day of
the proposed Borrowing; provided that any such notice of an ABR Revolving
Borrowing to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.06(e) must be given not later than 10:00 a.m., New York City time, on
the date of the proposed Borrowing. Each such telephonic Borrowing Request shall
be irrevocable and shall be confirmed promptly by hand delivery or telecopy to
the Administrative Agent of a written Borrowing Request in a form approved by
the Administrative Agent and signed by the applicable Borrower. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

the aggregate amount of the requested Borrowing, which in the case of a
Eurocurrency Borrowing shall be expressed in the applicable Alternative
Currency;

the date of such Borrowing, which shall be a Business Day;

whether such Borrowing is to be an ABR Borrowing, a Eurodollar Borrowing or a
Eurocurrency Borrowing (and, if so, whether Sterling or euro);

in the case of a Eurodollar Borrowing or a Eurocurrency Borrowing, the initial
Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term "Interest Period"; and

the location and number of such Borrower's account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.07.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing or
Eurocurrency Revolving Borrowing, then the applicable Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following
(i) receipt of a Borrowing Request in accordance with this Section or (ii) the
time at which the Administrative Agent is deemed to have received a Borrowing
Request in
<PAGE>

accordance with Section 2.10(a), as applicable, the Administrative Agent shall
advise each Lender of the details thereof and of the amount of such Lender's
Loan to be made as part of the requested Borrowing.

Competitive Bid Procedure.

Subject to the terms and conditions set forth herein, from time to time during
the Availability Period the Domestic Borrower may request Competitive Bids and
may (but shall not have any obligation to) accept Competitive Bids and borrow
Competitive Loans; provided that the sum of the total Revolving Credit Exposures
plus the aggregate principal amount of outstanding Competitive Loans at any time
shall not exceed the total Commitments. To request Competitive Bids, the
Domestic Borrower shall notify the Administrative Agent of such request by
telephone, in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New
York City time, four Business Days before the date of the proposed Borrowing
and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York
City time, one Business Day before the date of the proposed Borrowing; provided
that the Domestic Borrower may submit up to (but not more than) three
Competitive Bid Requests on the same day, but a Competitive Bid Request shall
not be made within five Business Days after the date of any previous Competitive
Bid Request, unless any and all such previous Competitive Bid Requests shall
have been withdrawn or all Competitive Bids received in response thereto
rejected. Each such telephonic Competitive Bid Request shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Competitive Bid Request in a form approved by the Administrative Agent and
signed by the Domestic Borrower. Each such telephonic and written Competitive
Bid Request shall specify the following information in compliance with Section
2.02:

the aggregate amount of the requested Borrowing;

the date of such Borrowing, which shall be a Business Day;

whether such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate
Borrowing;

the Interest Period to be applicable to such Borrowing, which shall be a period
contemplated by the definition of the term "Interest Period"; and

the location and number of the Domestic Borrower's account to which funds are to
be disbursed, which shall comply with the requirements of Section 2.07.

If the Domestic Borrower makes two or three telephonic Competitive Bid Requests
on any day, it may, for convenience confirm such Requests in one combined
written Competitive Bid Request (rather than separate written Competitive Bid
Requests) so long as such combined Competitive Bid Request is in a form approved
by the Administrative Agent, is signed by the Domestic Borrower and includes the
information described in clauses (i) through (v) above for each Borrowing of
Competitive Loans requested in such composite Request. Promptly following
receipt of a Competitive Bid Request in accordance with this Section, the
Administrative Agent shall notify the Lenders of the details thereof by
telecopy, inviting the Lenders to submit Competitive Bids.

Each Lender may (but shall not have any obligation to) make one or more
Competitive Bids to the Domestic Borrower in response to a Competitive Bid
Request. Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and
<PAGE>

must be received by the Administrative Agent by telecopy, in the case of a
Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time,
three Business Days before the proposed date of such Competitive Borrowing, and
in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City
time, on the proposed date of such Competitive Borrowing. Competitive Bids that
do not conform substantially to the form approved by the Administrative Agent
may be rejected by the Administrative Agent, and the Administrative Agent shall
so notify the applicable Lender as promptly as practicable. Each Competitive Bid
shall specify (i) the principal amount (which shall be a minimum of $2,000,000
and an integral multiple of $500,000 and which may equal the entire principal
amount of the Competitive Borrowing requested by the Domestic Borrower) of the
Competitive Loan or Loans that the Lender is willing to make, (ii) the
Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan
or Loans (expressed as a percentage rate per annum in the form of a decimal to
no more than four decimal places) and (iii) the Interest Period applicable to
each such Loan and the last day thereof.

The Administrative Agent shall promptly notify the Domestic Borrower by telecopy
of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid and the identity of the Lender that shall have made such
Competitive Bid.

Subject only to the provisions of this paragraph, the Domestic Borrower may
accept or reject any Competitive Bid. The Domestic Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, in the case of a Eurodollar Competitive Borrowing,
not later than 10:30 a.m., New York City time, three Business Days before the
date of the proposed Competitive Borrowing, and in the case of a Fixed Rate
Borrowing, not later than 10:30 a.m., New York City time, on the proposed date
of the Competitive Borrowing; provided that (i) the failure of the Domestic
Borrower to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) the Domestic Borrower shall not accept a Competitive Bid
made at a particular Competitive Bid Rate if the Domestic Borrower rejects a
Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount
of the Competitive Bids accepted by the Domestic Borrower shall not exceed the
aggregate amount of the requested Competitive Borrowing specified in the related
Competitive Bid Request, (iv) to the extent necessary to comply with clause
(iii) above, the Domestic Borrower may accept Competitive Bids at the same
Competitive Bid Rate in part, which acceptance, in the case of multiple
Competitive Bids at such Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such Competitive Bid, and (v) except pursuant
to clause (iv) above, no Competitive Bid shall be accepted for a Competitive
Loan unless such Competitive Loan is in a minimum principal amount of $2,000,000
and an integral multiple of $500,000; provided further that if a Competitive
Loan must be in an amount less than $2,000,000 because of the provisions of
clause (iv) above, such Competitive Loan may be for a minimum of $500,000 or any
integral multiple thereof, and in calculating the pro rata allocation of
acceptances of portions of multiple Competitive Bids at a particular Competitive
Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral
multiples of $500,000 in a manner determined by the Domestic Borrower. A notice
given by the Domestic Borrower pursuant to this paragraph shall be irrevocable.
<PAGE>

The Administrative Agent shall promptly notify each bidding Lender by telecopy
whether or not its Competitive Bid has been accepted (and, if so, the amount and
Competitive Bid Rate so accepted), and each successful bidder will thereupon
become bound, subject to the terms and conditions hereof, to make the
Competitive Loan in respect of which its Competitive Bid has been accepted.

If the Administrative Agent shall elect to submit a Competitive Bid in its
capacity as a Lender, it shall submit such Competitive Bid directly to the
Domestic Borrower at least one quarter of an hour earlier than the time by which
the other Lenders are required to submit their Competitive Bids to the
Administrative Agent pursuant to paragraph (b) of this Section.

The Domestic Borrower shall pay the Administrative Agent for its own account the
sum of $2,500 for each Competitive Bid Request. Amounts owing under this
paragraph shall be payable quarterly in arrears on the last day of each March,
June, September and December.

Swingline Loans.

Subject to the terms and conditions set forth herein, the Swingline Lender
agrees to make Swingline Loans to the Domestic Borrower from time to time during
the Availability Period, in an aggregate principal amount at any time
outstanding that will not result in (i) the aggregate principal amount of
outstanding Swingline Loans exceeding $15,000,000, or (ii) the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans exceeding the total Commitments. Within the foregoing limits
and subject to the terms and conditions set forth herein, the Domestic Borrower
may borrow, prepay and reborrow Swingline Loans.

To request a Swingline Loan, the Domestic Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 2 p.m., New York City time, on the day of a proposed Swingline Loan.
Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan, and
the maturity date thereof, which shall be a Business Day occurring subsequent to
the date of such Swingline Loan but not later than the earlier of (i) the date
that is thirty (30) days from the date of such Swingline Loan or (ii) the
Maturity Date (provided that Swingline Loans are subject to earlier mandatory
repayment as provided in the proviso of Section 2.10(a)). The Administrative
Agent will promptly advise the Swingline Lender of any such notice received from
the Domestic Borrower. The Swingline Lender shall make each Swingline Loan
available to the Domestic Borrower by means of a credit to the general deposit
account of the Domestic Borrower with the Swingline Lender (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m.,
New York City time, on the requested date of such Swingline Loan.

The Swingline Lender may by written notice given to the Administrative Agent not
later than 10:00 a.m., New York City time, on any Business Day require the
Lenders to acquire participations on such Business Day in all or a portion of
the Swingline Loans outstanding. Such notice shall specify the aggregate amount
of Swingline Loans in which Lenders will
<PAGE>

participate. Promptly upon receipt of such notice, the Administrative Agent will
give notice thereof to each Lender, specifying in such notice such Lender's
Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the Administrative Agent, for the account of the Swingline Lender,
such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever. Each Lender shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same manner as
provided in Section 2.07 with respect to Loans made by such Lender (and Section
2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders),
and the Administrative Agent shall promptly pay to the Swingline Lender the
amounts so received by it from the Lenders. The Administrative Agent shall
notify the Domestic Borrower of any participations in any Swingline Loan
acquired pursuant to this paragraph, and thereafter payments in respect of such
Swingline Loan shall be made to the Administrative Agent and not to the
Swingline Lender. Any amounts received by the Swingline Lender from the Domestic
Borrower (or other party on behalf of the Domestic Borrower) in respect of a
Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale
of participations therein shall be promptly remitted to the Administrative
Agent; any such amounts received by the Administrative Agent shall be promptly
remitted by the Administrative Agent to the Lenders that shall have made their
payments pursuant to this paragraph and to the Swingline Lender, as their
interests may appear. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Domestic Borrower of any
default in the payment thereof. Notwithstanding the foregoing, a Lender shall
not have any obligation to acquire a participation in a Swingline Loan pursuant
to this paragraph if an Event of Default shall have occurred and be continuing
at the time such Swingline Loan was made and such Lender shall have notified the
Swingline Lender in writing, at least one Business Day prior to the time such
Swingline Loan was made, that such Event of Default has occurred and that such
Lender will not acquire participations in Swingline Loans made while such Event
of Default is continuing.

Letters of Credit.

General.

      Subject to the terms and conditions set forth herein, the Domestic
Borrower may request the issuance of Letters of Credit for its own account, in a
form reasonably acceptable to the Administrative Agent and the Issuing Bank, at
any time and from time to time during the Availability Period (other than the
last five Business Days thereof). In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by the Domestic
Borrower to, or entered into by the Domestic Borrower with, the Issuing Bank
relating to any Letter of Credit, the terms and conditions of this Agreement
shall control.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.
<PAGE>

      To request the issuance of a Letter of Credit (or the amendment, renewal
or extension of an outstanding Letter of Credit), the Domestic Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, the date of issuance, amendment, renewal or extension, the
date on which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If requested
by the Issuing Bank, the Domestic Borrower also shall submit a letter of credit
application on the Issuing Bank's standard form in connection with any request
for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each
Letter of Credit the Domestic Borrower shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension (i)
the LC Exposure shall not exceed $25,000,000, and (ii) the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans shall not exceed the total Commitments. The Issuing Bank shall
give the Domestic Borrower and the Administrative Agent reasonably prompt notice
of the issuance of each Letter of Credit (or the amendment, renewal or extension
of an outstanding Letter of Credit) and the Administrative Agent, in turn, shall
give reasonably prompt notice thereof to the Lenders.

Expiration Date.

      Each Letter of Credit shall expire at or prior to the close of business at
the principal office of the Issuing Bank on the date that is five Business Days
prior to the Maturity Date.

Participations.

      By the issuance of a Letter of Credit (or an amendment to a Letter of
Credit increasing the amount thereof) and without any further action on the part
of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each
Lender, and each Lender hereby acquires from the Issuing Bank, a participation
in such Letter of Credit equal to such Lender's Applicable Percentage of the
aggregate amount available to be drawn under such Letter of Credit. In addition,
the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires
from the Issuing Bank, a participation in each Existing Letter of Credit equal
to such Lender's Applicable Percentage of the stated amount of each Existing
Letter of Credit, effective on the Effective Date. In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for the account of the Issuing Bank,
such Lender's Applicable Percentage of each LC Disbursement made by the Issuing
Bank and not reimbursed by the Domestic Borrower on the date due as provided in
paragraph (e) of this Section, or of any reimbursement payment required to be
refunded to the Domestic Borrower for any reason. Each Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination
<PAGE>

of the Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever.

Reimbursement.

      If the Issuing Bank shall make any LC Disbursement in respect of a Letter
of Credit, the Domestic Borrower shall reimburse such LC Disbursement by paying
to the Administrative Agent an amount equal to such LC Disbursement not later
than 12:00 noon, New York City time, on the date that such LC Disbursement is
made, if the Domestic Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such
notice has not been received by the Domestic Borrower prior to such time on such
date, then not later than 12:00 noon, New York City time, on (i) the Business
Day that the Domestic Borrower receives such notice, if such notice is received
prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the
Business Day immediately following the day that the Domestic Borrower receives
such notice, if such notice is not received prior to such time on the day of
receipt; provided that, if such LC Disbursement is not less than $1,000,000, the
Domestic Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 or 2.05 that such payment be financed
with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and,
to the extent so financed, the Domestic Borrower's obligation to make such
payment shall be discharged and replaced by the resulting ABR Revolving Loans or
Swingline Loan. If the Domestic Borrower fails to make such payment when due,
the Administrative Agent shall notify each Lender of the applicable LC
Disbursement, the payment then due from the Domestic Borrower in respect thereof
and such Lender's Applicable Percentage thereof. Promptly following receipt of
such notice, each Lender shall pay to the Administrative Agent its Applicable
Percentage of the payment then due from the Domestic Borrower, in the same
manner as provided in Section 2.07 with respect to Loans made by such Lender
(and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of
the Lenders), and the Administrative Agent shall promptly pay to the Issuing
Bank the amounts so received by it from the Lenders. Promptly following receipt
by the Administrative Agent of any payment from the Domestic Borrower pursuant
to this paragraph, the Administrative Agent shall distribute such payment to the
Issuing Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing
Bank as their interests may appear. Any payment made by a Lender pursuant to
this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than
the funding of ABR Revolving Loans or a Swingline Loan as contemplated above)
shall not constitute a Loan and shall not relieve the Domestic Borrower of its
obligation to reimburse such LC Disbursement.

Obligations Absolute.

      The Domestic Borrower's obligation to reimburse LC Disbursements as
provided in paragraph (e) of this Section shall be absolute, unconditional and
irrevocable, and shall be performed strictly in accordance with the terms of
this Agreement under any and all circumstances whatsoever and irrespective of
(i) any lack of validity or enforceability of any Letter of Credit or this
Agreement, or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by the Issuing Bank under a Letter of Credit against
presentation of a draft or other document that does not comply with the terms of
such Letter of Credit, or (iv) any other event or circumstance
<PAGE>

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

Disbursement Procedures.

      The Issuing Bank shall, promptly following its receipt thereof, examine
all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Bank shall promptly notify the Administrative Agent and the
Domestic Borrower by telephone (confirmed by telecopy) of such demand for
payment and whether the Issuing Bank has made or will make an LC Disbursement
thereunder; provided that any failure to give or delay in giving such notice
shall not relieve the Domestic Borrower of its obligation to reimburse the
Issuing Bank and the Lenders with respect to any such LC Disbursement.

Interim Interest.

      If the Issuing Bank shall make any LC Disbursement, then, unless the
Domestic Borrower shall reimburse such LC Disbursement in full on the date such
LC Disbursement is made, the unpaid amount thereof shall bear interest, for each
day from and including the date such LC Disbursement is made to but excluding
the date that the Domestic Borrower reimburses such LC Disbursement, at the rate
per annum then applicable to ABR Revolving Loans; provided that, if the Domestic
Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph
(e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant
to this paragraph shall be for the account of the Issuing Bank, except that
interest accrued on and after
<PAGE>

the date of payment by any Lender pursuant to paragraph (e) of this Section to
reimburse the Issuing Bank shall be for the account of such Lender to the extent
of such payment.

Replacement of the Issuing Bank.

      The Issuing Bank may be replaced at any time by written agreement among
the Domestic Borrower, the Administrative Agent, the replaced Issuing Bank and
the successor Issuing Bank. The Administrative Agent shall notify the Lenders of
any such replacement of the Issuing Bank. At the time any such replacement shall
become effective, the Domestic Borrower shall pay all unpaid fees accrued for
the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and
after the effective date of any such replacement, (i) the successor Issuing Bank
shall have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii)
references herein to the term "Issuing Bank" shall be deemed to refer to such
successor or to any previous Issuing Bank, or to such successor and all previous
Issuing Banks, as the context shall require. After the replacement of an Issuing
Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of Credit.

Cash Collateralization.

      If any Event of Default shall occur and be continuing, on the Business Day
that the Domestic Borrower receives notice from the Administrative Agent or the
Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders
with LC Exposure representing greater than 50% of the total LC Exposure)
demanding the deposit of cash collateral pursuant to this paragraph, the
Domestic Borrower shall deposit in an account with the Administrative Agent, in
the name of the Administrative Agent and for the benefit of the Lenders, an
amount in cash equal to the LC Exposure as of such date plus any accrued and
unpaid interest thereon; provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default described in clause (h) or (i) of Article
VII. Such deposit shall be held by the Administrative Agent as collateral for
the payment and performance of the obligations of the Borrowers under this
Agreement. The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of the Administrative Agent and at the
Borrowers' risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in such account. Moneys in
such account shall be applied by the Administrative Agent to reimburse the
Issuing Bank for LC Disbursements for which it has not been reimbursed and, to
the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Domestic Borrower for the LC Exposure at such
time or, if the maturity of the Loans has been accelerated (but subject to the
consent of Lenders with LC Exposure representing greater than 50% of the total
LC Exposure), be applied to satisfy other obligations of the Borrowers under
this Agreement. If the Domestic Borrower is required to provide an amount of
cash collateral hereunder as a result of the occurrence of an Event of Default,
such amount (to the
<PAGE>

extent not applied as aforesaid) shall be returned to the Domestic Borrower
within three Business Days after all Events of Default have been cured or
waived.

Funding of Borrowings.

Each Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders not later than 12:00 noon, New York City time, or, in the case of
funds in an Alternative Currency, 12:00 noon, London time; provided that
Swingline Loans shall be made as provided in Section 2.05. The Administrative
Agent will make such Loans available to the applicable Borrower by promptly
crediting the amounts so received, in like funds, to an account of such Borrower
maintained with the Administrative Agent in New York City or London, as the case
may be, and designated by such Borrower in the applicable Borrowing Request or
Competitive Bid Request; provided that (i) ABR Revolving Loans made to finance
the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be
remitted by the Administrative Agent to the Issuing Bank and (ii) ABR Revolving
Loans made to finance the repayment of the principal amount of a Competitive
Loan as provided in Section 2.10(a) shall be remitted by the Administrative
Agent to the Lender of such Competitive Loan.

Unless the Administrative Agent shall have received notice from a Lender prior
to the proposed date of any Borrowing that such Lender will not make available
to the Administrative Agent such Lender's share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the applicable Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the applicable Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available
to such Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation, or (ii) in the case of a
Borrower, the interest rate applicable to ABR Loans. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing.

Interest Elections.

Each Revolving Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Eurodollar Revolving
Borrowing or a Eurocurrency Revolving Borrowing, shall have an initial Interest
Period as specified in such Borrowing Request. Thereafter, the applicable
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Revolving Borrowing or a
Eurocurrency Revolving Borrowing, may elect Interest Periods therefor, all as
provided in this Section. The Borrowers may elect
<PAGE>

different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. This Section shall not apply
to Competitive Borrowings or Swingline Borrowings, which may not be converted or
continued, but which may, in accordance with the other terms and conditions of
this Agreement, be refinanced by Revolving Borrowings.

To make an election pursuant to this Section, the applicable Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if such Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by such
Borrower.

Each telephonic and written Interest Election Request shall specify the
following information in compliance with Section 2.02:

the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing);

the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;

whether the resulting Borrowing is to be an ABR Borrowing, a Eurodollar
Borrowing or a Eurocurrency Borrowing (and, if so, whether Sterling or euro);
and

if the resulting Borrowing is a Eurodollar Borrowing or a Eurocurrency
Borrowing, the Interest Period to be applicable thereto after giving effect to
such election, which shall be a period contemplated by the definition of the
term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing or a
Eurocurrency Borrowing but does not specify an Interest Period, then (if a
Eurocurrency Borrowing or a Eurodollar Borrowing, as the case may be, is
available at such time pursuant to the terms hereof) the applicable Borrower
shall be deemed to have selected an Interest Period of one month's duration.

Promptly following receipt of an Interest Election Request, the Administrative
Agent shall advise each Lender of the details thereof and of such Lender's
portion of each resulting Borrowing.

If a Borrower fails to deliver a timely Interest Election Request with respect
to a Eurodollar Revolving Borrowing or a Eurocurrency Borrowing prior to the end
of the Interest Period applicable thereto, then, unless such Borrowing is repaid
as provided herein, at the end of such Interest Period (i) such a Eurodollar
Borrowing shall be converted to an ABR Borrowing, and (ii) such a Eurocurrency
Borrowing shall be
<PAGE>

continued for a one month Interest Period unless such an Interest Period would
extend beyond the Maturity Date, in which case such a Eurocurrency Borrowing
shall be continued for an Interest Period of a duration of shorter than one
month which is mutually agreed upon among the Lenders, and if no such agreement
can be reached, such Eurocurrency Borrowing shall be repaid upon the close of
the then expiring Interest Period. Notwithstanding any contrary provision
hereof, if the Administrative Agent has received notice from a Borrower or any
Lender that an Event of Default has occurred and is continuing, then, so long as
an Event of Default is continuing (i) no outstanding Revolving Borrowing may be
converted to or continued as a Eurodollar Borrowing or a Eurocurrency Borrowing,
and (ii) unless repaid, each Eurodollar Revolving Borrowing and each
Eurocurrency Revolving Borrowing shall be converted to an ABR Borrowing at the
end of the Interest Period applicable thereto.

Termination and Reduction of Commitments.

Unless previously terminated, the Commitments shall terminate on the Maturity
Date.

The Borrowers may at any time voluntarily terminate, or from time to time
voluntarily reduce, the Commitments; provided that (i) each voluntary reduction
of the Commitments shall be in an amount that is an integral multiple of
$500,000 (and not less than $500,000) and (ii) the Borrowers shall not
voluntarily terminate or reduce the Commitments if, after giving effect to any
concurrent prepayment of the Loans in accordance with Section 2.11, the sum of
the Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans would exceed the total Commitments.

            The Borrowers shall notify the Administrative Agent of any election
            to terminate or reduce the Commitments under paragraph (b) of this
            Section at least three Business Days prior to the effective date of
            such termination or reduction, specifying such election and the
            effective date thereof. Promptly following receipt of any notice,
            the Administrative Agent shall advise the Lenders of the contents
            thereof. Each notice delivered by the Borrowers pursuant to this
            Section shall be irrevocable.

     Subject to Section 2.11(c), the Commitments shall be automatically
permanently reduced (or terminated if applicable) by an amount equal to one-half
of the Net Proceeds of each Permitted Autologic Sale and each Thousand Oaks
Financing. Upon the closing of each Permitted Autologic Sale and each Thousand
Oaks Financing, the Domestic Borrower shall provide the Administrative Agent
with a reasonably detailed written statement showing the calculation of Net
Proceeds with respect to the applicable Permitted Autologic Sale or Thousand
Oaks Financing.

Any termination or reduction of the Commitments (whether voluntary or mandatory)
shall be permanent. Each reduction of the Commitments (whether voluntary or
mandatory) shall be made ratably among the Lenders in accordance with their
respective Commitments.
<PAGE>

Repayment of Loans; Refinancing of Competitive Loans; Evidence of Debt.

The Domestic Borrower and each respective Subsidiary Borrower (including Gatton)
hereby jointly and severally and unconditionally promise to pay to the
Administrative Agent for the account of each Lender on the Maturity Date the
then unpaid principal amount of each Revolving Loan made to such respective
Subsidiary Borrower. The Domestic Borrower hereby unconditionally promises to
pay (i) to the Administrative Agent for the account of each Lender, on the
Maturity Date the then unpaid principal amount of each Revolving Loan made to
the Domestic Borrower, (ii) to the Administrative Agent for the account of the
Lender thereof, the then unpaid principal amount of each Competitive Loan on the
last day of the Interest Period applicable to such Loan and (iii) to the
Swingline Lender, the then unpaid principal amount of each Swingline Loan on the
maturity date thereof requested in accordance with Section 2.05; provided that
on each date that a Revolving Borrowing or Competitive Borrowing is made, the
Domestic Borrower shall repay all Swingline Loans then outstanding. Unless the
Administrative Agent shall have received notice from the Domestic Borrower prior
to 10:00 a.m., New York City time, on the last day of the Interest Period
applicable to a Competitive Loan that such Borrower will repay the principal
amount of such Competitive Loan with its own funds and does not wish to request
an ABR Revolving Borrowing to refinance the principal amount of such Competitive
Loan, then the Domestic Borrower shall be deemed to have submitted a Borrowing
Request pursuant to Section 2.03 for an ABR Revolving Borrowing in the principal
amount of such Competitive Loan to finance the repayment of the principal amount
of such Competitive Loan on the last day of the Interest Period applicable to
such Competitive Loan, and the Administrative Agent shall promptly advise each
Lender of the details of such deemed Borrowing Request and of the amount of such
Lender's ABR Revolving Loan to be made as part of the deemed requested
Borrowing.

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

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

The entries made in the accounts maintained pursuant to paragraph (b) or (c) of
this Section shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in
any manner affect the obligation of the Borrowers to repay the Loans in
accordance with the terms of this Agreement.

Any Lender may request that Loans made by it be evidenced by a promissory note.
In such event, the Borrowers shall prepare, execute and deliver to such Lender a
promissory note payable to the order of such Lender (or, if requested by such
Lender, to such Lender
<PAGE>

and its registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 9.04) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

Voluntary and Mandatory Prepayment of Loans.

The Borrowers shall have the right at any time and from time to time to prepay
any Borrowing in whole or in part, subject to prior notice in accordance with
paragraph (b) of this Section; provided that the Domestic Borrower shall not
have the right to voluntarily prepay any Competitive Loan without the prior
consent of the Lender thereof.

The applicable Borrower shall notify the Administrative Agent (and, in the case
of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed
by telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time,
three Business Days before the date of prepayment, (ii) in the case of
prepayment of a Eurocurrency Revolving Borrowing, not later than 11:00 a.m.,
London time, three Business Days before the date of prepayment, (iii) in the
case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New
York City time, one Business Day before the date of prepayment or (iv) in the
case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City
time, on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid. Promptly following receipt of any such notice
relating to a Revolving Borrowing, the Administrative Agent shall advise the
Lenders of the contents thereof. Each voluntary partial prepayment of any
Revolving Borrowing shall be in an amount that would be permitted in the case of
an advance of a Revolving Borrowing of the same Type as provided in Section
2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the
Loans included in the prepaid Borrowing. Prepayments shall be accompanied by
accrued interest to the extent required by Section 2.13.

Immediately upon the closing of a Permitted Autologic Sale or Thousand Oaks
Financing, the Domestic Borrower shall be required to pay the Administrative
Agent, as hereinafter provided in this Section 2.11(c), the amount (if any) by
which the sum of the Revolving Credit Exposures plus the aggregate principal
amount of all outstanding Competitive Loans would (but for such mandatory
payment) exceed the total Commitments following the reduction of the Commitments
in accordance with Section 2.09(d). Mandatory prepayments made in connection
with a Permitted Autologic Sale or Thousand Oaks Financing shall be paid to the
Administrative Agent for the account of the Lenders and, if applicable, the
Issuing Bank as hereinafter provided. Except in the case of a Competitive
Borrowing, which shall be last in order of application unless all Lenders other
than the Lender who made such Loan agree otherwise in writing, the Domestic
Borrower shall be entitled to designate the order (of Borrowings) in which any
mandatory prepayment required in connection with a Permitted Autologic Sale or
Thousand Oaks Financing shall be applied. In the case of any prepayment of a
Eurodollar Borrowing or a Eurocurrency Borrowing in connection with a Permitted
Autologic Sale or Thousand Oaks Financing, if the Domestic Borrower shall
request in writing prior to or simultaneously with the making
<PAGE>

of such payment, the Lenders shall hold such payment as cash collateral in an
interest bearing account until the end of the applicable Interest Period(s), to
the extent necessary to avoid a break-funding cost with respect to such
Eurodollar Borrowing or Eurocurrency Borrowing, which cost would otherwise be
payable by the Borrowers under Section 2.16; provided, however, that in the case
of any cash collateralization of any portion of a Eurocurrency Loan, the
Administrative Agent shall be authorized and directed to immediately convert the
dollars paid to it for such cash collateral purposes into an equivalent amount
of the applicable Alternative Currency by applying the Spot Exchange Rate
thereto. If the application of such mandatory prepayments results in the
satisfaction of all Loans, the Administrative Agent shall pay any remaining
mandatory prepayments to the Administrative Agent to hold as cash collateral (in
an interest bearing account) against the Domestic Borrower's reimbursement
obligations with respect to the Letters of Credit, if any Letter of Credit is
outstanding at the time. (If no Letter of Credit is outstanding under such
circumstances, the Commitments shall terminate.) If there is any excess after
such payment to the Administrative Agent on account of Letter of Credit
reimbursement obligations, the same will be repaid to the Domestic Borrower. In
the event of the cash collateralization of any obligation to repay a Eurodollar
Borrowing or a Eurocurrency Borrowing, or in the event cash collateral is
provided to the Administrative Agent as aforesaid, to the extent necessary to
cause the total Commitments to not fall below the sum of the Revolving Credit
Exposures plus the aggregate outstanding principal amount of the Competitive
Loans, the mandatory and permanent reduction in the Commitments required under
Section 2.09(d) shall not occur until the actual application of such cash
collateral against the principal of such Loans and/or (if applicable) the
Administrative Agent's return of such (Letter of Credit reimbursement) cash
collateral to the Domestic Borrower upon termination of all LC Exposures;
provided, however, that the Borrowers shall not be permitted to effect new
Borrowings and the Domestic Borrower shall not be permitted to cause the
issuance of new Letters of Credit hereunder if the same would cause the sum of
the Revolving Credit Exposures plus the principal amount of outstanding
Competitive Loans to exceed the aggregate amount to which the Commitments are
required to be reduced upon the completion of all such applications of cash
collateral and termination of all L/C Exposures as aforesaid.

Fees.

The Domestic Borrower agrees to pay to the Administrative Agent for the account
of each Lender a facility fee, which shall accrue at the Applicable Rate on the
daily amount of the Commitment of such Lender (whether used or unused) during
the period from and including the Effective Date to but excluding the date on
which such Commitment terminates; provided that, if such Lender continues to
have any Revolving Credit Exposure after its Commitment terminates, then such
facility fee shall continue to accrue on the daily amount of such Lender's
Revolving Credit Exposure from and including the date on which its Commitment
terminates to but excluding the date on which such Lender ceases to have any
Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on
the last day of March, June, September and December of each year and on the date
on which the Commitments terminate, commencing on the first such date to occur
after the date hereof; provided that any facility fees accruing after the date
on which the Commitments terminate shall be payable on demand. All facility fees
shall be computed on the basis of a
<PAGE>

year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

The Domestic Borrower agrees to pay (i) to the Administrative Agent for the
account of each Lender a participation fee with respect to its participations in
Letters of Credit, (A) which shall accrue in the case of a standby Letter of
Credit, at the same Applicable Rate as would apply in calculating interest on
Eurodollar Revolving Loans on the average daily amount of such Lender's LC
Exposure with respect to such standby Letter of Credit (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from
and including the Effective Date to but excluding the later of the date on which
such Lender's Commitment terminates and the date on which such Lender ceases to
have any LC Exposure with respect to such standby Letter of Credit, and (B)
which shall be, in the case of a documentary Letter of Credit, calculated at the
rate of .25% of the face amount of the Letter of Credit in question; and (ii) to
the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per
annum on the average daily amount of the LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from
and including the Effective Date to but excluding the later of the date of
termination of the Commitments and the date on which there ceases to be any LC
Exposure, as well as the Issuing Bank's standard fees with respect to the
issuance, amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder. Participation fees and fronting fees accrued through and
including the last day of March, June, September and December of each year,
shall be payable on each such last day, commencing on the first such date to
occur after the Effective Date; provided that all such fees shall be payable on
the date on which the Commitments terminate and any such fees accruing after the
date on which the Commitments terminate shall be payable on demand. Any other
fees payable to the Issuing Bank pursuant to this paragraph shall be payable
within 10 days after demand. All participation fees and fronting fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).

[Intentionally omitted].

The Borrowers agree to pay to the Administrative Agent, for its own account,
fees payable in the amounts and at the times separately agreed upon among the
Borrowers and the Administrative Agent.

All fees payable hereunder shall be paid on the dates due, in immediately
available funds, to the Administrative Agent (or to the Issuing Bank, in the
case of fees payable to it) for distribution, in the case of facility fees and
participation fees, to the Lenders. Fees paid shall not be refundable under any
circumstances.

Interest.

The Loans comprising each ABR Borrowing (including each Swingline Loan) shall
bear interest at the Alternate Base Rate.
<PAGE>

The Loans comprising each Eurodollar Borrowing and Eurocurrency Borrowing shall
bear interest (i) in the case of a Eurodollar Revolving Loan or a Eurocurrency
Loan, at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate plus, in the case of a Eurocurrency Loan
funded in the United Kingdom, the Associated Costs Rate, or (ii) in the case of
a Eurodollar Competitive Loan, at the LIBO Rate for the Interest Period in
effect for such Borrowing plus (or minus, as applicable) the Margin applicable
to such Loan.

Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable to such
Loan.

Notwithstanding the foregoing, upon the occurrence and during the continuance of
an Event of Default, (i) interest on Loans shall accrue at a rate equal to
(after as well as before judgment) 2% per annum plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section
or (ii) in the case of any other amount not paid when due, such amount shall
bear interest at a rate equal to 2% per annum plus the rate applicable to ABR
Loans as provided in paragraph (a) of this Section.

Accrued interest on each Loan shall be payable in arrears on each Interest
Payment Date for such Loan and, in the case of Revolving Loans, upon termination
of the Commitments; provided that (i) interest accrued pursuant to paragraph (d)
of this Section shall be payable on demand, (ii) in the event of any repayment
or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan
prior to the end of the Availability Period), accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or
prepayment and (iii) in the event of any conversion of any Eurodollar Revolving
Loan or Eurocurrency Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

All interest hereunder shall be computed on the basis of a year of 360 days (or
365 days in the case of either an ABR Loan where interest is calculated with
reference to the Prime Rate or a Eurocurrency Loan funded in Sterling), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.

Alternate Rate of Interest.

      If prior to the commencement of any Interest Period for a Eurodollar
Borrowing or a Eurocurrency Borrowing:

the Administrative Agent determines (which determination shall be conclusive
absent manifest error) that adequate and reasonable means do not exist for
ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest Period;

the Administrative Agent is advised by the Required Lenders (or, in the case of
a Eurodollar Competitive Loan, the Lender that is required to make such Loan)
that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
Period will not
<PAGE>

adequately and fairly reflect the cost to such Lenders (or Lender) of making or
maintaining their Loans (or its Loan) included in such Borrowing for such
Interest Period; or

the Administrative Agent determines (which determination shall be conclusive
absent manifest error) that it would be illegal to conduct a Eurodollar
Borrowing at the time in question;

then the Administrative Agent shall give notice thereof to the Borrowers and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrowers and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Borrowing or a
Eurocurrency Borrowing shall be ineffective, (ii) if any Borrowing Request
requests a Eurodollar Revolving Borrowing or a Eurocurrency Revolving Borrowing
, such Borrowing shall be made as an ABR Borrowing and (iii) any request by the
Domestic Borrower for a Eurodollar Competitive Borrowing shall be ineffective;
provided that (A) if the circumstances giving rise to such notice do not affect
all the Lenders, then requests by the Domestic Borrower for Eurodollar
Competitive Borrowings may be made to Lenders that are not affected thereby and
(B) if the circumstances giving rise to such notice affect only one Type of
Borrowings, then the other Type of Borrowings shall be permitted.

Increased Costs.

If any Change in Law shall:

impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit
extended by, any Lender (except any such reserve requirement reflected in the
Adjusted LIBO Rate) or the Issuing Bank; or

impose on any Lender or the Issuing Bank or the London interbank market any
other condition affecting this Agreement or Eurocurrency Loans or Eurodollar
Loans or Fixed Rate 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, Eurocurrency Loan or Fixed
Rate Loan (or of maintaining its obligation to make any such Loan) or to
increase the cost to such Lender or the Issuing Bank of participating in,
issuing or maintaining any Letter of Credit or to reduce the amount of any sum
received or receivable by such Lender or the Issuing Bank hereunder (whether of
principal, interest or otherwise), then the Borrowers will pay to such Lender or
the Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank, as the case may be, for such
additional costs incurred or reduction suffered.

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

A certificate of a Lender or the Issuing Bank setting forth the amount or
amounts necessary to compensate such Lender or the Issuing Bank or its holding
company, as the case may be, as specified in paragraph (a) or (b) of this
Section shall be delivered to the Borrowers and shall be conclusive absent
manifest error. The Borrowers shall pay such Lender or the Issuing Bank, as the
case may be, the amount shown as due on any such certificate within 10 days
after receipt thereof.

Failure or delay on the part of any Lender or the Issuing Bank to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's or the Issuing Bank's right to demand such compensation; provided that
the Borrowers shall not be required to compensate a Lender pursuant to this
Section for any increased costs or reductions incurred more than 90 days prior
to the date that such Lender notifies the Borrowers of the Change in Law giving
rise to such increased costs or reductions and of such Lender's intention to
claim compensation therefor; provided further that, if the Change in Law giving
rise to such increased costs or reductions is retroactive, then the 90-day
period referred to above shall be extended to include the period of retroactive
effect thereof.

Notwithstanding the foregoing provisions of this Section, a Lender shall not be
entitled to compensation pursuant to this Section in respect of any Competitive
Loan if the Change in Law that would otherwise entitle it to such compensation
shall have been publicly announced prior to submission of the Competitive Bid
pursuant to which such Loan was made.

Break Funding Payments.

      In the event of (a) the payment of any principal of any Eurodollar Loan,
Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurodollar Loan or Eurocurrency Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Revolving Loan on the date specified in any
notice delivered pursuant hereto, (d) the failure to borrow any Competitive Loan
after accepting the Competitive Bid to make such Loan, or (e) the assignment of
any Eurodollar Loan, Eurocurrency Loan or Fixed Rate Loan other than on the last
day of the Interest Period applicable thereto as a result of a request by the
Borrowers pursuant to Section 2.19, then, in any such event, the Borrowers shall
compensate each Lender for the loss, cost and expense attributable to such
event. In the case of a Eurodollar Loan or a Eurocurrency Loan, such loss, cost
or expense to any Lender shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the
rate that would have been applicable to such Loan, for the period from the date
of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of
such period, for deposits in the applicable currency of a comparable amount and
period from other banks in the eurodollar or eurocurrency market, as applicable.
A certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Borrowers and shall be conclusive
<PAGE>

absent manifest error. The Borrowers shall pay such Lender the amount shown as
due on any such certificate within 10 days after receipt thereof.

Taxes.

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

In addition, the Borrowers shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

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

As soon as practicable after any payment of Indemnified Taxes or Other Taxes by
the Borrowers to a Governmental Authority, the Borrowers 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.

Any Foreign Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which a Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to such Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by such Borrower as will permit such payments to be made
without withholding or at a reduced rate.

Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
<PAGE>

Each Borrower shall make each payment required to be made by it hereunder
(whether of principal, interest, fees or reimbursement of LC Disbursements, or
of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to
12:00 noon, local time, at the place of payment, on the date when due, in the
currency in which such Loan was made and in federal funds or such other
immediately available funds as may be customary for the settlement of
international transactions in the relevant currency at such place, without
set-off or counterclaim. Any amounts received after such time on any date may,
in the discretion of the Administrative Agent, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to the Administrative Agent to such
account as the Administrative Agent shall have specified and, unless and until
otherwise specified, all such payments payable in dollars shall be made to the
Administrative Agent at its offices at 270 Park Avenue, New York, New York,
except payments to be made directly to the Issuing Bank or Swingline Lender as
expressly provided herein and except that payments pursuant to Sections 2.15,
2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension.

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

If any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Revolving Loans or participations in LC Disbursements or Swingline Loans
resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Revolving Loans and participations in LC Disbursements
and Swingline Loans and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Revolving Loans and
participations in LC Disbursements and Swingline Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans and participations in LC
Disbursements and Swingline Loans; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrowers pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or
<PAGE>

participant, other than to the Borrowers or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). Each Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrowers rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrowers in the amount of such participation.

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

If any Lender shall fail to make any payment required to be made by it pursuant
to Section 2.05(c), 2.06(d) or (e), 2.07(b) or 2.18(d), then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof),
apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender's obligations under such Sections
until all such unsatisfied obligations are fully paid.

Mitigation Obligations; Replacement of Lenders.

If any Lender requests compensation under Section 2.15, or if the Borrowers are
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, 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 judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrowers
hereby agree to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

If any Lender requests compensation under Section 2.15, or if one or more
Borrowers are required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrowers may, at their sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions
<PAGE>

contained in Section 9.04), all its interests, rights and obligations under this
Agreement (other than any outstanding Competitive Loans held by it) to an
assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrowers
shall have received the prior written consent of the Administrative Agent (and,
if a Commitment is being assigned, the Issuing Bank and Swingline Lender), which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans (other than
Competitive Loans) and participations in LC Disbursements and Swingline Loans,
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrowers (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 or payments required to be made pursuant to
Section 2.17, such assignment will result in a reduction in such compensation or
payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrowers to require such assignment
and delegation cease to apply.

Subsidiary Borrowers.

With the written consent of the Administrative Agent, which may be granted or
withheld in its sole discretion, in addition to Gatton, one or more Subsidiaries
of the Domestic Borrower of which the Domestic Borrower directly or indirectly
owns securities or other ownership interests representing more than 75% of the
equity and more than 75% of the ordinary voting power may become a borrower
(each, a "Subsidiary Borrower") under this Agreement, and shall thereafter be,
subject to the terms and conditions set forth herein, entitled to borrow
Revolving Loans. As a condition to becoming a Subsidiary Borrower, such
Subsidiary (i) shall execute and deliver to the Administrative Agent an
instrument substantially in the form of Exhibit 2.20 hereto, and (ii) shall
execute and/or deliver such other certificates, instruments, resolutions,
documents and opinions in respect of such Subsidiary as were required to be
delivered pursuant to Article IV hereof by the Domestic Borrower as a condition
to effectiveness of this Agreement, or as the Administrative Agent may otherwise
require in its sole discretion. In addition, it shall be a further condition to
becoming a Subsidiary Borrower that each such Subsidiary which is organized
under the laws of the United States or any State or other political subdivision
thereof, shall simultaneously with becoming a Subsidiary Borrower also become a
Guarantor with respect to the Indebtedness of all other Borrowers by joining in
the Guaranty of Payment, and providing all other documents in connection with
such joinder, as would be required of a new Guarantor pursuant to Section 5.10.

Representations and Warranties

      Subject to Section 9.17, each of the Domestic Borrower, Gatton and each
Guarantor (and, from and after such time as (i) any other Subsidiary Borrower
becomes a party hereto pursuant to Section 2.20, such other Subsidiary Borrower,
and (ii) any other Subsidiary becomes a Guarantor pursuant to Section 5.10, such
other Subsidiary) represents and warrants to (and where applicable covenants
with) the Lenders, the Issuing Bank, and the Administrative Agent that:

Organization; Powers.

      Each of the Domestic Borrower and its Subsidiaries is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as
now conducted and, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
<PAGE>

Effect, is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required.

Authorization; Enforceability.

      The Transactions are within the Borrowers' and the Guarantors' corporate
powers and have been duly authorized by all necessary corporate and, if
required, stockholder action. This Agreement has been duly executed and
delivered by the Borrowers and the Guarantors, and constitutes a legal, valid
and binding obligation of the Borrowers and the Guarantors, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

Governmental Approvals; No Conflicts.

      The Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect, (b)
will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of the Domestic Borrower or any of its
Subsidiaries (including Gatton and the Guarantors) or any order of any
Governmental Authority, (c) will not violate or result in a default under any
indenture, agreement or other instrument binding upon the Domestic Borrower or
any of its Subsidiaries (including Gatton and the Guarantors) or its assets, or
give rise to a right thereunder to require any payment to be made by the
Domestic Borrower or any of its Subsidiaries (including Gatton and the
Guarantors), and (d) will not result in the creation or imposition of any Lien
on any asset of the Domestic Borrower or any of its Subsidiaries (including
Gatton and the Guarantors).

Financial Condition.

The Domestic Borrower has heretofore furnished to the Lenders its consolidated
balance sheet and statements of income, stockholders equity and cash flows (i)
as of and for the fiscal year ended October 31, 2000, reported on by Ernst &
Young LLP, independent public accountants, and (ii) as of and for the fiscal
quarter and the portion of the fiscal year ended May 6, 2001, certified by a
Financial Officer. Such financial statements present fairly, in all material
respects, the financial position and results of operations and cash flows of the
Domestic Borrower and its consolidated Subsidiaries as of such dates and for
such periods in accordance with GAAP, subject to year-end audit adjustments and
the absence of footnotes in the case of the statements referred to in clause
(ii) above.

The Domestic Borrower and its Subsidiaries have no liabilities, contingent or
otherwise, that were required under GAAP to be, but have not been, disclosed in
the financial statements referred to in paragraph (a) of this Section.

Schedule 3.04 sets forth a list of all Indebtedness described in Section 6.01(b)
and (e) as of the Effective Date.

Properties.
<PAGE>

Each of the Domestic Borrower and its Subsidiaries has good title to, or valid
leasehold interests in, all its real and personal property material to its
business, except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes. All material assets of the Domestic
Borrower and of its Subsidiaries are free and clear of any Liens, except such as
are permitted by Section 6.02. Neither the Domestic Borrower nor any Subsidiary
is a party to any contract, agreement, lease or instrument (other than a Credit
Document) the performance of which, either unconditionally or upon the happening
of an event, will result in or require the creation of a Lien, on any of its
property or assets, except as permitted by Section 6.02.

Each of the Domestic Borrower and its Subsidiaries owns, or is licensed to use,
all trademarks, tradenames, copyrights, patents and other intellectual property
material to its business, and the use thereof by the Domestic Borrower and its
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

Litigation and Environmental Matters.

There are no actions, suits or proceedings by or before any arbitrator or
Governmental Authority pending against or, to the knowledge of the Borrowers or
the Guarantors, threatened against or affecting the Domestic Borrower or any of
its Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other
than the Disclosed Matters) or (ii) that involve this Agreement, the Guaranty of
Payment, any other Credit Document or the Transactions.

Except for the Disclosed Matters and except with respect to any other matters
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, neither the Domestic Borrower nor any of
its Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) has become subject to any Environmental
Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

Compliance with Laws and Agreements; No Default.

      Each of the Domestic Borrower and its Subsidiaries (including Gatton and
the Guarantors) is in compliance with all laws, regulations and orders of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. The Domestic Borrower is
current in all required disclosure and otherwise in compliance in all material
respects with applicable federal and state securities laws and/or rules and
regulations of the Securities and Exchange Commission, and with applicable state
securities laws and/or rules and regulations of state securities authorities and
of any stock exchanges or other self regulatory organizations having
jurisdiction of the Domestic Borrower and/or its securities. No Default exists.
<PAGE>

Investment and Holding Company Status; Federal Reserve Regulations.

Neither the Domestic Borrower nor any of its Subsidiaries (including Gatton and
the Guarantors) is (a) an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940 or (b) a "holding company"
as defined in, or subject to regulation under, the Public Utility Holding
Company Act of 1935.

Neither the Domestic Borrower nor any Subsidiary (including Gatton and the
Guarantors) is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying any
margin stock (within the meaning of Regulation U of the Board). No part of the
proceeds of any Loan or of any drawing under any Letter of Credit will be used,
directly or indirectly and whether immediately, incidentally or ultimately, for
any purpose which entails a violation of or which is inconsistent with, the
provisions of the regulations of the Board, including Regulation T, U or X
thereof.

Taxes.

      Each of the Domestic Borrower and its Subsidiaries (including Gatton and
the Guarantors) has timely filed or caused to be filed all Tax returns and
reports required to have been filed and has paid or caused to be paid all Taxes
required to have been paid by it, except Taxes that are being contested in good
faith by appropriate proceedings and for which the Domestic Borrower or such
Subsidiary, as applicable, has set aside on its books adequate reserves in
accordance with GAAP.

ERISA.

      No ERISA Event has occurred or is reasonably expected to occur that, when
taken together with all other such ERISA Events for which liability is
reasonably expected to occur, could reasonably be expected to result in a
Material Adverse Effect. The present value of all accumulated benefit
obligations under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed by more
than $500,000 the fair market value of the assets of such Plan, and the present
value of all accumulated benefit obligations of all underfunded Plans (based on
the assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed by more than $500,000 the fair market value of
the assets of all such underfunded Plans. Neither any Borrower nor any ERISA
Affiliate sponsors any employee welfare benefit plan (as defined in ERISA
Section 3(1) ("Employee Welfare Benefit Plan")) which provides any post-retiree
welfare benefits directly or through the purchase of insurance.

Subsidiaries; Joint Ventures.

      Schedule 3.11 sets forth as of the Effective Date a list of all
Subsidiaries, all investments (including Intercompany Debt) in Persons in which
the Domestic Borrower or one or more of its Subsidiaries (including Gatton and
the Guarantors) own twenty percent (20%) or more of the voting securities or
interests of such Persons, and all joint ventures and partnerships to which the
Domestic Borrower or any Subsidiary is a party, the respective jurisdictions of
organization thereof, and the percentages of interest of the Domestic Borrower
and any Subsidiary therein.
<PAGE>

Except as disclosed on Schedule 3.11, the Domestic Borrower has no Subsidiaries
or investments as described above in, or joint ventures or partnerships with,
any Person as of the Effective Date.

Use of Proceeds.

      The proceeds of the Loans and the Letters of Credit will be used to
refinance existing Indebtedness and for general corporate purposes of one or
more of the Borrowers and their respective subsidiaries, all in accordance with
the terms and provisions hereof. No Letter of Credit shall have as its
beneficiary any employee or be used directly to pay any compensation,
indemnification, workers' compensation claim or other direct or indirect
remuneration, or any loan or advance to, any employee, officer, or director of
the Domestic Borrower or any Subsidiary (including Gatton and the Guarantors).

Labor Matters.

      There are no material strikes or other material labor disputes or
grievances pending or, to the knowledge of the Borrowers, threatened, against
the Domestic Borrower or any Subsidiary (including Gatton and the Guarantors).

Solvency.

      After giving effect to the Loans and the Letters of Credit (a) the fair
salable value of the assets of the Domestic Borrower and its Subsidiaries, on a
consolidated basis, will exceed the amount that will be required to be paid on
or in respect of the existing debts and other liabilities (including contingent
liabilities) of the Domestic Borrower and its Subsidiaries, on a consolidated
basis, as they mature, (b) the assets of the Domestic Borrower and its
Subsidiaries, on a consolidated basis, will not constitute unreasonably small
capital to carry out their businesses as conducted or as proposed to be
conducted, including the capital needs of the Domestic Borrower and its
Subsidiaries, on a consolidated basis (taking into account the particular
capital requirements of the businesses conducted by such entities and the
projected capital requirements and capital availability of such businesses) and
(c) the Borrowers and the Guarantors do not intend to, and do not believe that
they will, incur debts beyond their ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be received by it and the
amounts to be payable on or in respect of its obligations).

Disclosure.

      The Domestic Borrower has disclosed to the Lenders and the Issuing Bank
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. None of the reports, financial statements, certificates
or other information furnished by or on behalf of the Borrowers or the
Guarantors to the Administrative Agent and the Issuing Bank or any Lender in
connection with the negotiation of this Agreement or the Guaranty of Payment, or
delivered hereunder or thereunder (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 Borrowers and the
Guarantors represent
<PAGE>

only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.

Offices.

      The principal offices maintained by the Domestic Borrower and each of the
Guarantors in the United States are located as set forth on Schedule 3.16.

Conditions

Effective Date.

      This Agreement shall become effective on the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.02):

The Administrative Agent (or its counsel) shall have received: (i) from each
party hereto either (A) a counterpart of this Agreement signed on behalf of such
party or (B) written evidence satisfactory to the Administrative Agent (which
may include telecopy transmission of a signed signature page of this Agreement)
that such party has signed a counterpart of this Agreement; and (ii) from each
party thereto either (A) a counterpart of the Guaranty of Payment signed on
behalf of such party or (B) written evidence satisfactory to the Administrative
Agent (which may include telecopy transmission of a signed signature page of the
Guaranty of Payment) that such party has signed a counterpart of the Guaranty of
Payment.

The Administrative Agent shall have received a favorable written opinion
(addressed to, and reasonably acceptable to, the Administrative Agent, the
Syndication Agent, the Issuing Bank and the Lenders and dated the Effective
Date) of (i) in-house counsel to the Domestic Borrower and the Guarantors
covering certain corporate matters, (ii) Jenkens & Gilchrist Parker Chapin LLP,
outside counsel to the Domestic Borrower and the Guarantors, covering such
matters relating to the Domestic Borrower and the Guarantors, this Agreement,
the Guaranty of Payment or the Transactions as the Lenders and the Issuing Bank
shall reasonably request, and (iii) in-house counsel to Gatton covering due
authorization, valid execution, enforceability and such other matters relating
to Gatton, this Agreement or the Transactions as the Lenders and the Issuing
Bank shall reasonably request. The Domestic Borrower, the Guarantors and Gatton
(as applicable) hereby request such counsel to deliver such opinions.

The Administrative Agent shall have received (i) a certificate of the Secretary
or an Assistant Secretary of each of the Domestic Borrower, each of the
Guarantors and Gatton (as indicated below) certifying (A) that there have been
no amendments or other changes to the Domestic Borrower's Certificate of
Incorporation or by-laws since August 17, 2000, and (B) that the copies Gatton's
and each Guarantor's organizational documents attached to their respective
certificates (of the Secretary or Assistant Secretary of each of them) are true,
complete and unamended; (ii) (A) a good standing certificate in respect of the
Domestic Borrower and each Guarantor from the Secretary of State of their
respective
<PAGE>

jurisdictions of organization (long-form, listing all charter papers on file in
his or her office), dated as of a recent date prior to the Effective Date and
(B) an equivalent "good standing" confirmation for Gatton; (iii) a certificate
as to tax status of the Domestic Borrower from appropriate taxing authorities in
its jurisdiction of organization, as of a recent date prior to the Effective
Date; (iv) a true copy, certified as of the Effective Date by the Secretary or
an Assistant Secretary of each of the Domestic Borrower, each Guarantor and
Gatton, of the resolutions of their respective Boards of Directors authorizing
the execution, delivery and performance of this Agreement and the other Credit
Documents to which it is a party, which shall be satisfactory to the
Administrative Agent in form, scope and substance; and (v) certificates signed
by the Secretary or an Assistant Secretary of each of the Domestic Borrower,
each Guarantor and Gatton, dated as of the Effective Date, as to the incumbency
and specimen signatures of the officers of the Domestic Borrower, each Guarantor
and Gatton (as applicable) authorized to sign this Agreement and the other
Credit Documents and each certificate or other document or instrument to be
delivered by the Domestic Borrower, each Guarantor and Gatton pursuant hereto or
thereto, and certification by one of such officers of the Domestic Borrower,
each Guarantor and Gatton as to the incumbency and specimen signature of such
respective Secretary or Assistant Secretary. The Administrative Agent shall also
have received UCC searches satisfactory to the Lenders, run against the Domestic
Borrower in New York County, New York, Orange County, California, the Secretary
of State's Office in New York and the Secretary of State's Office in California
and run against the Guarantors in the jurisdictions specified by the
Administrative Agent, as well as such other good standing certificates, tax
status certificates, search reports, shareholders' consents, other documents and
other certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the
Domestic Borrower, the Guarantors and/or Gatton, the authorization of the
Transactions and any other legal matters relating to the Domestic Borrower
and/or Gatton, this Agreement or the Transactions, all in form and substance
satisfactory to the Administrative Agent and its counsel.

The Administrative Agent shall have received and approved the financial
statements described in Section 3.04.

Each Lender shall have received and approved copies (which may be a conformed
copies) of the Senior Note Purchase Agreement, and all amendments and
supplements thereto (including any amendment made in connection with the making
of the Noteholder Guaranties of Payment), as well as the Noteholder Guaranties
of Payment, the Sharing Agreement and the written consent of the holders of the
Senior Notes to the Guaranty of Payment.

The Administrative Agent shall have received a certificate, dated the Effective
Date and signed by the President, a Vice President or a Financial Officer of the
Domestic Borrower, confirming compliance with the conditions set forth in
paragraphs (a) and (b) of Section 4.02.

The Administrative Agent and each Lender shall have received all fees and other
amounts due and payable to them on or prior to the Effective Date, including, to
the extent invoiced,
<PAGE>

reimbursement or payment of all out-of-pocket expenses of the Administrative
Agent required to be reimbursed or paid by the Borrowers hereunder.

The Administrative Agent and the Lenders shall have received a letter
satisfactory to them, confirming the Borrower's obligations to pay certain fees
to the Administrative Agent and the Lenders.

            (i)The Administrative Agent shall have received for the account of
each Lender with a Commitment of at least (A) $15,000,000 but less than
$20,000,000, an "up front" fee equal to the amount of such Lender's Commitment
multiplied by 22.5 basis points, and (B) $20,000,000 or more, an "up front" fee
equal to the amount of such Lender's Commitment multiplied by 30 basis points.

            (j) (i) The Domestic Borrower shall have paid (A) all principal,
interest and fees (including break-funding fees with respect to "Eurodollar
Loans" and 'Eurocurrency Loans" being prepaid thereunder) accrued to but
excluding the Effective Date under both the Amended and Restated Credit
Agreement dated as of August 17, 2000, as amended, and the Amended and Restated
Credit Agreement dated as of December 22, 1998, as amended, in each case among
the "Borrowers" and the "Lenders" named therein and The Chase Manhattan Bank as
"Administrative Agent", or any fee letter referred to therein or related
thereto, and (B) any and all LC Disbursements under the said Amended and
Restated Credit Agreements, as amended; and (ii) all "Commitments" (as defined
in the said Amended and Restated Credit Agreements) shall be terminated, and
such termination shall be confirmed in a writing by the Domestic Borrower,
Gatton and The Chase Manhattan Bank in its capacity as "Administrative Agent"
under the said Amended and Restated Credit Agreements.

The Administrative Agent shall notify the Domestic Borrower, the Issuing Bank,
and the Lenders of the Effective Date, and such notice shall be conclusive and
binding.

Each Credit Event.

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

The representations and warranties of the Borrowers and the Guarantors set forth
in this Agreement shall be true and correct on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable.

At the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, no Default shall have occurred and be continuing.

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

Affirmative Covenants

      Until the Commitments have expired or been terminated and the principal of
and interest on each Loan and all fees payable hereunder shall have been paid in
full and all Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, subject to Section 9.17, each of the
Domestic Borrower, Gatton and each Guarantor (and, from and after such time as
(i) any other Subsidiary Borrower becomes a party hereto pursuant to Section
2.20, such other Subsidiary Borrower, and (ii) any other Subsidiary becoming a
Guarantor pursuant to Section 5.10, such other Subsidiary) covenants and agrees
with the Lenders, the Issuing Bank, and the Administrative Agent that:

Financial Statements and Other Information.

      The Borrowers and the Guarantors will furnish to the Administrative Agent,
the Issuing Bank, and each Lender:

within 100 days after the end of each fiscal year of the Domestic Borrower, its
audited consolidated balance sheet and related statements of operations,
stockholders' equity and cash flows as of the end of and for such year, setting
forth in each case in comparative form the figures for the previous fiscal year,
all reported on by Ernst & Young LLP or other independent public accountants of
recognized national standing (without a "going concern" or like qualification or
exception and without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements present fairly
in all material respects the financial condition and results of operations of
the Domestic Borrower and its consolidated Subsidiaries on a consolidated basis
in accordance with GAAP consistently applied;

within 60 days after the end of each of the first three fiscal quarters of each
fiscal year of the Domestic Borrower, its consolidated balance sheet and related
statements of operations, stockholders' equity and cash flows as of the end of
and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding
period or periods of (or, in the case of the balance sheet, as of the end of)
the previous fiscal year, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and results
of operations of the Domestic Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;

concurrently with any delivery of financial statements under clause (a) or (b)
above, a certificate of a Financial Officer of the Domestic Borrower (i)
certifying as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with Section 6.10 and (iii) stating whether any change
in GAAP or in the application thereof has occurred since the date of the audited
financial statements referred to in Section 3.04 and, if any such change has
<PAGE>

occurred, specifying the effect of such change on the financial statements
accompanying such certificate;

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

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

concurrently with the information furnished under clause (a) and clause (b)
above, a list of all Subsidiaries and the aggregate principal amount of any
Intercompany Debt owed by each of them; and

promptly following any request therefor, such other information regarding the
operations, business affairs and financial condition of the Domestic Borrower,
Gatton, any Guarantor or any other Subsidiary, or compliance with the terms of
this Agreement, as the Administrative Agent or any Lender may reasonably
request.

Notices of Certain Events.

      The Borrowers and the Guarantors will furnish to the Administrative Agent,
the Issuing Bank, and each Lender prompt written notice of the following:
<PAGE>

the occurrence of any Default;

the filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Domestic Borrower,
Gatton, any Guarantor or any Affiliate of a Borrower that, if adversely
determined, could reasonably be expected to result in a Material Adverse Effect;

the occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liability
of the Domestic Borrower and its Subsidiaries in an aggregate amount exceeding
$1,000,000;

any other development that results in, or could reasonably be expected to result
in, a Material Adverse Effect;

the formation or acquisition of any Material Subsidiary or the acquisition of
any material assets or business;

the incurrence by any Subsidiary which is not a Guarantor of Intercompany Debt
totalling $5,000,000 or more in the aggregate;

a Subsidiary, acquired or organized after the Effective Date under the laws of
the United States or any State or other political subdivision thereof, achieving
total assets with a fair market value (without deduction for any Liens) of
$5,000,000 or more; or

            (h) a Subsidiary that is not a Guarantor becoming a guarantor under
a Noteholder Guaranty of Payment.

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

Existence; Conduct of Business.

      Each Borrower and each Guarantor will, and will cause each of its
subsidiaries to, do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence and the rights, licenses,
permits, privileges and franchises material to the conduct of its business;
provided that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution permitted under Section 6.03.

Payment of Obligations.

      Each Borrower and each Guarantor will, and will cause each of its
subsidiaries to, pay its obligations, including Tax liabilities, that, if not
paid, could result in a Material Adverse Effect before the same shall become
delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) such Borrower,
such Guarantor or such subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP, (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect, and (d) the same shall be paid or discharged or fully and
adequately bonded before it might become a lien or charge upon any material
property or asset of any Borrower, any Guarantor or any such subsidiary.
<PAGE>

Maintenance of Properties; Insurance.

      Each Borrower and each Guarantor will, and will cause each of its
subsidiaries to, keep and maintain all property material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted.
Each Borrower and each Guarantor shall, and shall cause each of its subsidiaries
to, keep its properties (including, without limitation, fixed assets) adequately
insured at all times in the same manner and to the same extent, and carry such
other insurance (with insurance companies rated no lower than "A" by A.M. Best &
Co., Inc., or otherwise approved by the Administrative Agent) including, without
limitation, business interruption insurance, insurance against fire, public
liability insurance, and insurance against lack of fidelity by employees,
against such risks and in such amounts, and having such deductible amounts as
are customary, with companies in the same or similar businesses operating in the
same or similar locations, and which is no less than is required by law.

Books and Records; Inspection Rights.

      Each Borrower and each Guarantor will, and will cause each of its
subsidiaries to, keep proper books of record and account in which full, true and
correct entries are made of all dealings and transactions in relation to its
business and activities. Each Borrower and each Guarantor will, and will cause
each of its subsidiaries to, permit any representatives designated by the
Administrative Agent, the Issuing Bank, or any Lender, upon reasonable prior
notice, to visit and inspect its properties, to examine and make extracts from
its books and records, and to discuss its affairs, finances and condition with
its officers and independent accountants, all at such reasonable times and as
often as reasonably requested.

Compliance with Laws.

      Each Borrower and each Guarantor will, and will cause each of its
subsidiaries to, comply with all laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

Use of Proceeds and Letters of Credit.

      The proceeds of the Loans, and the Letters of Credit, will be used only
for the purposes set forth in Section 3.12. No part of the proceeds of any Loan
or of any drawing under any Letter of Credit will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations
of the Board, including Regulations U and X.

Further Assurances.

      Each Borrower and each Guarantor shall, and shall cause each of its
subsidiaries to, execute any and all further documents, agreements, and
instruments, and take all further actions, that the Administrative Agent, the
Issuing Bank, or any Lender shall reasonably request in order to effectuate the
transactions contemplated by this Agreement and the other Credit Documents,
including such further documents, agreements, instruments and actions to grant,
preserve, protect and perfect the rights of the Lenders, the Issuing Bank and
the Administrative Agent purported to
<PAGE>

be created hereunder (including Liens in any cash collateral deposited
hereunder), and under the other Credit Documents.

Additional Guarantors.

      If, after the Effective Date, (i) any additional Subsidiary organized
under the laws of the United States or any State or other political subdivision
thereof is formed or acquired, which new domestic Subsidiary shall at any time
have total assets with a fair market value of $5,000,000 or more, or (ii) any
Subsidiary (now existing or hereafter formed or acquired, and irrespective of
the amount of its total assets) shall either (x) become indebted in an aggregate
principal amount of $5,000,000 or more on account of Intercompany Debt, or (y)
be required to become a guarantor under a Noteholder Guaranty of Payment, the
Domestic Borrower will (A) so notify the Administrative Agent, and (B) cause
each such Subsidiary to become a "Guarantor" under the Guaranty of Payment,
jointly and severally with all the other Guarantors, by joining in this
Agreement and the Guaranty of Payment pursuant to documentation reasonably
satisfactory to the Administrative Agent, within 10 Business Days (1) in the
case of clause (i), after such Subsidiary first achieves such $5,000,000 total
asset value, or (2) in the case of clause (ii), after such Intercompany Debt has
reached the said $5,000,000 threshold or such requirement to become a guarantor
has taken effect, as applicable; provided, however, that the Uruguayan
Subsidiary known as Tainol, S.A. shall not be required to become a Guarantor
pursuant to foregoing clause (ii)(x)unless the aggregate principal amount of its
Intercompany Debt shall exceed $12,500,000.

Negative Covenants

      Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full and
all Letters of Credit have expired or terminated and all LC Disbursements shall
have been reimbursed, subject to Section 9.17, the Domestic Borrower, Gatton and
each of the Guarantors (and, from and after such time as (i) another Subsidiary
Borrower becomes a party hereto pursuant to Section 2.20, such other Subsidiary
Borrower, and (ii) any other Subsidiary becomes a Guarantor pursuant to Section
5.10, such other Subsidiary) covenants and agrees with the Lenders, the Issuing
Bank, and the Administrative Agent that:

Indebtedness.

      The Domestic Borrower will not, and will not permit any Subsidiary to,
create, incur, assume or permit to exist any Indebtedness, except:

Indebtedness created hereunder or under the Guaranty of Payment;

unsecured Indebtedness of (i) the Domestic Borrower evidenced by the Senior
Notes, and (ii) one or more Subsidiaries under the Noteholder Guaranties of
Payment, in each case not exceeding $30,000,000 in aggregate principal amount at
any one time;

advances from customers received in the ordinary course of business;

performance guaranties, trade guarantees, and bid guarantees of the performance
of contractual obligations of wholly owned Subsidiaries of the Domestic
Borrower; provided that such guarantees and contractual obligations arise in the
ordinary course of business and that such contractual obligations are not for
borrowed money;
<PAGE>

other Indebtedness of the Subsidiaries (i) constituting Intercompany Debt, in
any amount (subject to compliance with Section 5.10), or (ii) to one or more
other Persons, in an aggregate principal amount not exceeding $30,000,000 plus
the amount of any Indebtedness arising from a Thousand Oaks Financing, at any
time outstanding; provided that (in the case of (i) and (ii)) there would not be
any Default after giving effect to the incurrence of any Indebtedness permitted
under this paragraph; and

unsecured Indebtedness of the Domestic Borrower not having any priority superior
in any respect to the Indebtedness of the Domestic Borrower hereunder.

Liens; Certain Asset Sales.

      The Domestic Borrower will not, and will not permit any Subsidiary to,
create, incur, assume or permit to exist any Lien on any property or asset now
owned or hereafter acquired by it, or assign or sell any income or revenues
(including Accounts Receivable) or rights in respect of any thereof, except:

Permitted Encumbrances;

any Lien on any property or asset of the Domestic Borrower or any Subsidiary
existing on the date hereof and set forth in Schedule 6.02; provided that (i)
such Lien shall not encumber or apply to any other property or asset of the
Domestic Borrower or any Subsidiary and (ii) such Lien shall secure only those
obligations which it secures on the date hereof;

Liens securing Indebtedness, other than Indebtedness arising from a Thousand
Oaks Financing, permitted under clause (e)(ii) of Section 6.01;

Liens securing Indebtedness arising from a Thousand Oaks Financing, provided
that such Liens do not encumber or apply to any asset or property other than the
Thousand Oaks Building and the rents, fixtures and other personal property
associated therewith, which would ordinarily be encumbered in a conventional
mortgage financing; and

assignments or sales of Accounts Receivable permitted under clause (ii) of
Section 6.03(b).

Fundamental Changes.

Other than a merger which constitutes an integral part of a transaction
resulting directly in a Permitted Autologic Sale, the Domestic Borrower will
not, and will not permit any Subsidiary to, merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it,
or liquidate or dissolve, except that, if at the time thereof and immediately
after giving effect thereto no Default shall have occurred and be continuing (i)
any Subsidiary may merge into the Domestic Borrower in a transaction in which
the Domestic Borrower is the surviving corporation, (ii) any Subsidiary (other
than a Subsidiary Borrower) may merge into any Subsidiary in a transaction in
which the surviving entity is a Subsidiary (provided that the Domestic
Borrower's proportionate interest in the assets and business of the merged
Subsidiary has not diminished), (iii) any
<PAGE>

Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the
Domestic Borrower or to another Subsidiary (provided that the Domestic
Borrower's proportionate interest in the assets sold, transferred, leased, or
disposed of has not diminished), and (iv) any Subsidiary (other than a
Subsidiary Borrower) may liquidate or dissolve if the Domestic Borrower
determines in good faith that such liquidation or dissolution is in the best
interests of the Domestic Borrower and is not materially disadvantageous to the
Lenders.

            (b) Except for (i) sales of inventory in the ordinary course of
business and the disposition of obsolete, surplus, or otherwise unusable
equipment, (ii) sales or transfers of Accounts Receivable from the Domestic
Borrower to a Guarantor, from a Guarantor to the Domestic Borrower or from a
Guarantor to another Guarantor, and (iii) a Permitted Autologic Sale subject to
compliance with Sections 2.09(d) and 2.11(c), the Domestic Borrower will not,
and will not permit any Subsidiaries to, sell, transfer, lease or otherwise
dispose of (in one transaction or in a series of transactions) stock of any
Subsidiary (whether owned on the Effective Date or thereafter acquired), or
assets (whether owned on the Effective Date or thereafter acquired) representing
in any fiscal year, 15% of Consolidated Assets as of the end of the most
recently completed fiscal year; provided, that there shall be excluded from such
annual amount, for the purposes of this sentence, the amount of the proceeds of
any such disposition that within 180 days from the date thereof are applied to
the acquisition by the Domestic Borrower or a Subsidiary thereof of operating
assets used in the ordinary course of its business or, if the proceeds are
received less than 180 days before the Maturity Date, provided that the Domestic
Borrower can demonstrate to the reasonable satisfaction of the Administrative
Agent that the same will be applied within such 180 day period. Without limiting
the foregoing, except as set forth above neither the Domestic Borrower nor any
Subsidiary shall sell, assign, discount or otherwise dispose of notes, accounts
receivable or other rights to receive payment, with or without recourse, except
for collections and credits in the ordinary course of business.

            (c) The Domestic Borrower will not, and will not permit any of its
Subsidiaries to, engage in any business other than businesses of the type
conducted by the Domestic Borrower and its Subsidiaries on the date of execution
of this Agreement and businesses reasonably related thereto except to an extent
not material to the Domestic Borrower and its Subsidiaries taken as a whole.

Investments, Loans, Advances, Guarantees and Acquisitions.

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

Permitted Investments;
<PAGE>

investments by the Domestic Borrower existing on the date hereof in the capital
stock of its Subsidiaries;

loans or advances to employees not exceeding $1,000,000 in the aggregate at any
one time outstanding;

Guarantees constituting Indebtedness permitted by Section 6.01;

            (e) a merger permitted under Section 6.03(a);

            (f) other investments not exceeding, in the aggregate (for all such
investments by the Domestic Borrower and all Subsidiaries), $10,000,000;

            (g) Intercompany Debt, subject to compliance with Section 5.10; and

            (h) loans or advances by a Subsidiary to the Domestic Borrower,
subject to the Domestic Borrower's compliance with Section 6.01(f).

Hedging Agreements.

      The Domestic Borrower will not, and will not permit any of its
Subsidiaries to, enter into any Hedging Agreement, other than Hedging Agreements
entered into in the ordinary course of business to hedge or mitigate risks to
which the Domestic Borrower or any Subsidiary is exposed in the conduct of its
business or the management of its liabilities.

Restricted Payments.

      The Domestic Borrower will not, and will not permit any of its
Subsidiaries to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, except: (i) payments to holders of options
to acquire shares of capital stock of the Borrower or of a Subsidiary, which
payments are made to terminate such options in connection with a Permitted
Autologic Sale, and provided that the amount of any such payment does not exceed
the difference between the per share price paid to the stockholders under the
terms of the Permitted Autologic Sale in question and the per share exercise
price under such option; and (ii) Subsidiaries may declare and pay dividends
ratably with respect to their capital stock and, if at the time thereof and
after giving effect thereto no Default shall have occurred and be continuing,
(a) the Domestic Borrower may declare and pay dividends with respect to its
capital stock, (b) the Domestic Borrower may purchase, redeem, retire, acquire,
cancel or terminate any shares of its capital stock or any option, warrant or
other right to acquire any such shares, and (c) the Domestic Borrower may make
Restricted Payments pursuant to and in accordance with stock option plans or
other benefit plans for management or employees of the Domestic Borrower and its
Subsidiaries. Notwithstanding anything in the foregoing sentence to the
contrary, the Domestic Borrower shall not in any fiscal year make payment of any
dividend (other than a stock dividend) or any other payment in respect of its
capital stock which would cause the total of all such payments in such fiscal
year to exceed 25% of its Consolidated Net Income for the prior fiscal year.

Transactions with Affiliates.
<PAGE>

      The Domestic Borrower will not, and will not permit any of its
Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or
purchase, lease or otherwise acquire any property or assets from, or otherwise
engage in any other transactions with, any of its Affiliates, except (a) in the
ordinary course of business at prices and on terms and conditions not less
favorable to the Domestic Borrower or such Subsidiary than could be obtained on
an arm's-length basis from unrelated third parties, (b) transactions between or
among the Domestic Borrower and its wholly owned Subsidiaries not involving any
other Affiliate, (c) any Restricted Payment permitted by Section 6.06, and (d)
existing employment agreements with William Shaw or Jerome Shaw (or replacement
of employment agreements with such individuals on terms not materially less
favorable to the Domestic Borrower or its Subsidiaries).

Restrictive Agreements.

      The Domestic Borrower will not, and will not permit any of its
Subsidiaries to, directly or indirectly, enter into, incur or permit to exist
any agreement or other arrangement that prohibits, restricts or imposes any
condition upon the ability of any Subsidiary to pay dividends or other
distributions with respect to any shares of its capital stock or to make or
repay loans or advances to the Domestic Borrower or any other Subsidiary or to
Guarantee Indebtedness of the Domestic Borrower or any other Subsidiary;
provided that (i) the foregoing shall not apply to restrictions and conditions
imposed by law or by this Agreement, (ii) the foregoing shall not apply to
restrictions and conditions existing on the date hereof identified on Schedule
6.08 (but shall apply to any extension or renewal of, or any amendment or
modification expanding the scope of, any such restriction or condition), and
(iii) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is
to be sold and such sale is permitted hereunder.

Priority of Obligations.

      The Borrowers and the Guarantors will not permit or suffer any present or
future unsecured Indebtedness of any of the Borrowers or any of the Guarantors
to have any priority superior in any respect to the Indebtedness of the
Borrowers hereunder or the Guarantors under the Guaranty of Payment.

Certain Financial Covenants.

The Domestic Borrower will not permit or suffer Consolidated Net Worth at the
end of any fiscal year to be less than the sum of (i) $230,000,000 and (ii) 50%
of Consolidated Net Income for the fiscal year (if greater than zero for such
year) of the Domestic Borrower being measured.

The Domestic Borrower will not permit or suffer the ratio, as of the last day of
any fiscal quarter of the Domestic Borrower, of (i) EBITDA for the period of
four consecutive fiscal quarters of the Domestic Borrower ending on such date to
(ii) tax expense attributable to operating income and to interest income plus
gross interest expense, dividends and Current Portion of Long Term Debt, to be
less than 1.5 to 1.0.
<PAGE>

The Domestic Borrower will not permit or suffer the ratio, as of the last day of
any fiscal quarter of the Domestic Borrower, of (i) Debt for Borrowed Money to
(ii) EBITDA (measured for the four fiscal quarters then ended), to be greater
than 3.0 to 1.0, except that as of the last day of the fourth quarter of the
2001 fiscal year the level may exceed 3.0 to 1.0 but may not exceed 3.15 to 1.0.

The Domestic Borrower will not permit or suffer the ratio of (i) the total
amount of Eligible Accounts Receivable less the amount of all reserves against
uncollectibility (both general and specific) taken by the Domestic Borrower
reporting group to (ii) the aggregate principal Indebtedness under this
Agreement, the Senior Note Purchase Agreement and any other unsubordinated and
unsecured obligation of any kind (constituting Indebtedness), whether actual,
contingent or otherwise (including the amount of all undrawn letters of credit),
of the Domestic Borrower and its Subsidiaries determined on a consolidated basis
in accordance with GAAP, to be less than 2.0 to 1.0 as of the end of any fiscal
quarter of the Domestic Borrower.

Accounting, Fiscal Year.

      The Domestic Borrower will not change the accounting policies of the
Domestic Borrower or any Subsidiary in any way that could have a material effect
on the presentation of financial reports, or change the fiscal year of the
Domestic Borrower or any Subsidiary from that in effect on the Effective Date
except that the Domestic Borrower may change its fiscal year once if (i) in
connection with such change the Domestic Borrower provides the Administrative
Agent, each Lender, and the Issuing Bank with restated financial statements and
compliance certificates (including reasonably detailed computations showing
compliance with the financial covenants contained in Section 6.10) all in form,
scope and substance acceptable to the Administrative Agent, in its sole
discretion, which restated financial statements shall present information as if
such change in fiscal year had been made one calendar year earlier, and (ii) no
Default exists or would exist after giving effect to such change and
restatement. By way of illustration, if commencing January 1, 2002 there is no
Default and the Domestic Borrower changes its fiscal year to the calendar year,
then the Domestic Borrower must provide restated financial statements and
compliance certificates for calendar year 2000 as if such calendar year had been
the Domestic Borrower's fiscal year, and there shall not result any Default
under such restated 2000 calendar year financial statements or under the current
calendar year financial statements. Notwithstanding the foregoing, accounting
policies may change to accord with a change in GAAP; provided further, that in
the event of any such change, all financial reports required hereunder that are
thereby affected shall thereafter be presented in two formats, one of which
shall reflect such change and the other of which shall reflect the original
accounting policy, the covenants contained in Sections 6.10 continuing to be
calculated on the basis of such original accounting policy.

Equal and Ratable Lien; Equitable Lien.

      If notwithstanding the prohibition contained in Section 6.02, the Domestic
Borrower shall, or shall permit any of its Subsidiaries to, directly or
indirectly create, incur, assume or permit to exist any Lien securing
Indebtedness for borrowed money, other than those Liens permitted by the
provisions of clauses (a) through (c) of Section 6.02, it will make or cause to
be made effective a provision whereby the Loans and other obligations of the
Borrowers hereunder and those of the Guarantors under the Guaranty of Payment
will be secured equally and ratably
<PAGE>

with any and all other obligations thereby secured, such security to be pursuant
to agreements reasonably satisfactory to the Required Lenders, the Issuing Bank
and the Administrative Agent and, in any such case, the Loans and other
obligations of the Borrowers hereunder and the obligations of the Guarantors
under the Guaranty of Payment shall have the benefit, to the fullest extent
that, and with such priority as, the holders of the Loans and other obligations
of the Borrowers hereunder and the obligations of the Guarantors under the
Guaranty of Payment may be entitled under applicable law, of an equitable Lien
on such property. Such violation of Section 6.02 will constitute an Event of
Default, whether or not provision is made for an equal and ratable Lien pursuant
to this Section 6.12.

Events of Default

      If any of the following events ("Events of Default") shall occur:
<PAGE>

(i) a Borrower shall fail to pay any principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement, or (ii) a Guarantor shall fail to
make any payment under the Guaranty of Payment, in any such case when and as the
same shall become due and payable, whether at the due date thereof or at a date
fixed for prepayment thereof or otherwise;

a Borrower shall fail to pay any interest on any Loan or fail to pay any fee or
any other amount (other than an amount referred to in clause (a) of this
Article) payable under this Agreement, in any such case within two Business Days
after the same shall become due and payable;

any representation or warranty made or deemed made by or on behalf of a Borrower
or any Subsidiary (whether or not a Guarantor) in or in connection with this
Agreement, the Guaranty of Payment, or any amendment or modification hereof or
thereof, or waiver hereunder or thereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection
with this Agreement, the Guaranty of Payment, or any amendment or modification
hereof or thereof or waiver hereunder or thereunder, shall prove to have been
incorrect in any material respect when made or deemed made;

a Borrower or a Guarantor shall fail to observe or perform any covenant,
condition or agreement contained in Section 5.02, 5.03 (with respect to the
Borrowers' and the Guarantors' existence), 5.08 or 5.10 , or in Article VI;

a Borrower or a Guarantor shall fail to observe or perform any covenant,
condition or agreement contained in this Agreement (other than those specified
in clause (a), (b) or (d) of this Article), and such failure, if capable of
being remedied, shall continue unremedied for a period of 30 days after notice
thereof from the Administrative Agent to the Domestic Borrower (which notice
will be given at the request of any Lender or the Issuing Bank);

a Borrower or any Subsidiary (whether or not a Guarantor) shall fail to make any
payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable;

any event or condition occurs that results in any Material Indebtedness becoming
due prior to its scheduled maturity or that enables or permits (with or without
the giving of notice, the lapse of time or both) the holder or holders of any
Material Indebtedness or any trustee or agent on its or their behalf to cause
any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity;

an involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of a
Borrower, a Guarantor or any Material Subsidiary or its debts, or of a
substantial part of its assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for a Borrower, a Guarantor or any Material Subsidiary or
<PAGE>

for a substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;

a Borrower, a Guarantor or any Material Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (h) of this Article, (iii) apply for
or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for a Borrower, a Guarantor or any Material
Subsidiary or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors or (vi)
take any action for the purpose of effecting any of the foregoing;

a Borrower, a Guarantor or any Material Subsidiary shall become unable, admit in
writing or fail generally to pay its debts as they become due;

one or more judgments for the payment of money in an aggregate amount in excess
of $1,000,000 shall be rendered against a Borrower, a Guarantor, any Subsidiary
or any combination thereof and the same shall remain undischarged for a period
of 30 consecutive days during which execution shall not be effectively stayed,
or any action shall be legally taken by a judgment creditor to attach or levy
upon any assets of a Borrower, a Guarantor or any Subsidiary to enforce any such
judgment(s) for the payment of money in an aggregate amount in excess of
$1,000,000;

an ERISA Event shall have occurred that, in the opinion of the Required Lenders,
alone or when taken together with all other ERISA Events that have occurred,
could reasonably be expected to result in liability of the Domestic Borrower and
its Subsidiaries in an aggregate amount exceeding (i) $500,000 in any year or
(ii) $1,000,000 for all periods;

a Change in Control shall occur; or

any Credit Document (including the Guaranty of Payment) shall cease to be, or it
shall be asserted by or on behalf of a Borrower, a Guarantor or any successor to
any of them that any Credit Document (including the Guaranty of Payment) is not,
in full force and effect and enforceable in accordance with its terms;

then, and in every such event (other than an event with respect to a Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrowers and the
Guarantors, take one or more of the following actions, at the same or different
times: (i) terminate the Commitments, and thereupon the Commitments shall
terminate immediately, (ii) declare the Loans then outstanding to be due and
payable in whole (or in part, in which case any principal not so declared to be
due and payable may thereafter be declared to be due and payable), and thereupon
the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and all fees and other obligations of the Borrowers and
the Guarantors accrued hereunder, shall become due and payable immediately,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrowers and the Guarantors, (iii) require cash
collateral as contemplated by Section 2.06(j), and (iv) enforce any or all of
the Lenders' and/or the Administrative Agent's rights under the Guaranty of
Payment; and in case of any event with respect to a Borrower described in clause
(h) or (i) of this Article, the Commitments shall
<PAGE>

automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the
Borrowers and the Guarantors accrued hereunder, shall automatically become due
and payable and the obligation to provide cash collateral as aforesaid shall
automatically arise, in each case, without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrowers and the
Guarantors.

The Administrative Agent and Syndication Agent

Each of the Lenders and the Issuing Bank hereby irrevocably appoints the
Administrative Agent and the Syndication Agent as its agent and authorizes the
Administrative Agent and the Syndication Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
and the Syndication Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.

Any bank serving as the Administrative Agent or as the Syndication Agent
hereunder shall have the same rights and powers in its capacity as a Lender or
Issuing Bank as any other Lender or Issuing Bank and may exercise the same as
though it were not the Administrative Agent or the Syndication Agent, and such
bank and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with the Borrowers or any Subsidiary or other
Affiliate thereof as if it were not the Administrative Agent or the Syndication
Agent hereunder.

The Administrative Agent and the Syndication Agent shall not have any duties or
obligations except those expressly set forth herein. Without limiting the
generality of the foregoing, (a) the Administrative Agent and the Syndication
Agent shall not be subject to any fiduciary or other implied duties, regardless
of whether a Default has occurred and is continuing, (b) the Administrative
Agent and the Syndication Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Issuing Bank or by the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 9.02), and (c) except as expressly set
forth herein, the Administrative Agent and the Syndication Agent shall not have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrowers, the Guarantors or any of the Subsidiaries
that is communicated to or obtained by any bank serving as Administrative Agent
or the Syndication Agent or any of its respective Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or wilful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to the Administrative Agent by a Borrower, a Guarantor or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement, the Guaranty of Payment or any other Credit
Document, (ii) the contents of any consent, certificate, report or other
document delivered hereunder or in connection herewith or therewith, (iii) the
performance or observance of
<PAGE>

any of the covenants, agreements or other terms or conditions set forth herein
or therein, (iv) the validity, enforceability, effectiveness or genuineness of
this Agreement, the Guaranty of Payment or any other Credit Document or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent and the Syndication Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. Each
of the Administrative Agent and the Syndication Agent also may rely upon any
statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon. The
Administrative Agent and the Syndication Agent may consult with legal counsel
(who may be counsel for the Borrowers and/or the Guarantors), 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. The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Credit Document unless it shall first receive such advice or concurrence
of the Required Lenders (or, if so specified by this Agreement, all the Lenders)
as it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action (it being
understood that this provision shall not release the Administrative Agent from
performing any action with respect to the Borrowers and/or the Guarantors
expressly required to be performed by it pursuant to the terms hereof) under
this Agreement. The Administrative Agent shall in all cases be fully protected
in acting, or in refraining from acting, under this Agreement and the other Loan
Documents in accordance with a request of the Required Lenders (or, if so
specified by this Agreement, all the Lenders), and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders.

The Administrative Agent may perform any and all its duties and exercise its
rights and powers 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 its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding
paragraphs 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.

Subject to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by
notifying the Lenders, the Issuing Bank, the Borrowers and the Guarantors. Upon
any such resignation, the Required Lenders shall have the right, in consultation
with the Borrowers, to appoint a successor to the Administrative Agent. If no
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 Issuing Bank, appoint
<PAGE>

a successor Administrative Agent which shall be a bank with an office in New
York, New York, or an Affiliate of any such bank. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Borrowers to a successor Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed among the Borrowers
and such successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.03 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 it was acting as Administrative Agent. The
Syndication Agent may resign at any time by notifying the Administrative Agent,
the Lenders, the Issuing Bank, the Borrowers and the Guarantors.

Each Lender acknowledges that it has, independently and without reliance upon
the Administrative Agent or the Syndication Agent or any other Lender or the
Issuing Bank and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent or the Syndication Agent or any other
Lender or the Issuing Bank 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 related
agreement or any document furnished hereunder or thereunder.

Miscellaneous

Notices.

      Except in the case of notices and other communications expressly permitted
to be given by telephone, 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 telecopy, as follows:

            (a) if to a Borrower or a Guarantor, to such Borrower or Guarantor
      c/o Volt Information Sciences, Inc., 560 Lexington Avenue, 15th Floor, New
      York, New York 10022, Attention of James J. Groberg, Senior Vice President
      and Chief Financial Officer (Telecopy No. (212) 704-2417), with a copy to
      Volt Information Sciences, Inc., 560 Lexington Avenue, 15th Floor, New
      York, New York 10022, Attention of Howard B. Weinreich, General Counsel
      (Telecopy No. (212) 704-2417);

            (b) if to the Administrative Agent, to The Chase Manhattan Bank,
      Agent Bank Services Group, One Chase Manhattan Plaza, New York, New York
      10081, Attention of Janet Belden (Telecopy No. (212) 552-5658), with a
      copy to The Chase
<PAGE>

      Manhattan Bank, 1166 Avenue of the Americas, New York 10036, Attention of
      Carol Kornbluth (Telecopy No. (212) 899-2908);

            (c) if to the Syndication Agent, to Fleet National Bank, 1185 Avenue
      of the Americas, New York, New York 10036, Attention of Roman Mordkovich
      (telecopy No. (212) 819-4120);

            (d) if to the Issuing Bank, to it at The Chase Manhattan Bank, 1166
      Avenue of the Americas, New York, New York 10036, Attention of Carol
      Kornbluth (Telecopy No. (212) 899-2908);

            (e) if to the Swingline Lender, to it at The Chase Manhattan Bank,
      1166 Avenue of the Americas, New York, New York 10036, Attention of Carol
      Kornbluth (Telecopy No. (212) 899-2908); and

            (f) if to any other Lender, to it at its address (or telecopy
      number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

Waivers; Amendments.

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

Neither this Agreement nor any provision hereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into
by the Borrowers, the Guarantors and the Required Lenders or by the Borrowers,
the Guarantors and the Administrative Agent with the consent of the Required
Lenders; provided that no such agreement shall (i) increase the Commitment of
any Lender without the written consent of such Lender, (ii) reduce the principal
amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or
reduce any fees payable hereunder, without the written consent of each Lender
affected thereby, (iii) postpone the scheduled date of payment of the principal
amount of any Loan or LC Disbursement (including any mandatory prepayment
<PAGE>

under Section 2.11), or any interest thereon, or any fees payable hereunder, or
reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of
each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, or (v) change any of the provisions of this
Section or the definition of "Required Lenders" or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or
modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender; provided further that no
such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent, the Syndication Agent, the Issuing Bank or the
Swingline Lender hereunder without the prior written consent of the
Administrative Agent, the Syndication Agent, the Issuing Bank or the Swingline
Lender, as the case may be.

Expenses; Indemnity; Damage Waiver.

The Borrowers and the Guarantors 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 counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of this Agreement or any amendments,
modifications or waivers of the provisions hereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket expenses incurred by the Issuing Bank in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all out-of-pocket expenses incurred
by the Administrative Agent, the Issuing Bank or any Lender, including the fees,
charges and disbursements of any counsel for the Administrative Agent, the
Issuing Bank or any Lender, in connection with the enforcement or protection of
its rights in connection with this Agreement or any other Credit Document,
including its rights under this Section, or in connection with the Loans made or
Letters of Credit issued hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans or Letters of Credit.

The Borrowers and the Guarantors shall indemnify the Administrative Agent, the
Syndication Agent, the Issuing Bank and each Lender, 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 fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties thereto or hereto of their
respective obligations thereunder or hereunder or the consummation of the
Transactions or any other transactions contemplated thereby or hereby, (ii) any
Loan or Letter of Credit or the use of the proceeds therefrom (including any
refusal by the Issuing Bank to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or
operated by a Borrower, a Guarantor or any Subsidiary, or any Environmental
Liability
<PAGE>

related in any way to a Borrower, a Guarantor or any Subsidiary, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to
any of the foregoing, whether based on contract, tort or any other theory
(including any investigation of, preparation for, or defense of any pending or
threatened claim, investigation, litigation or proceeding) 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 resulted from the gross negligence or
wilful misconduct of such Indemnitee.

To the extent that a Borrower fails to pay any amount required to be paid by it
to the Administrative Agent, the Syndication Agent, the Issuing Bank or the
Swingline Lender under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent, the Syndication Agent, the
Issuing Bank or the Swingline Lender, 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, the Syndication Agent, the Issuing Bank or the
Swingline Lender in its capacity as such.

To the extent permitted by applicable law, no party hereto shall assert against
any other party hereto, and each party hereto hereby waives, any claim against
any other party hereto, 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 or any
agreement or instrument contemplated hereby, the Transactions, any Loan or
Letter of Credit or the use of the proceeds thereof.

All amounts due under this Section shall be payable not later than ten days
after written demand therefor.

Successors and Assigns.

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 (including any Affiliate of the Issuing Bank that issues any Letter of
Credit), except that no Borrower or Guarantor may assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
the Issuing Bank and of each Lender (and any attempted assignment or transfer by
a Borrower without such consent 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 (including any Affiliate of the Issuing Bank that issues any
Letter of Credit) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Issuing Bank and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this
Agreement.

Any Lender may assign to one or more assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it); provided that (i) except in
the case of an assignment to a
<PAGE>

Lender or an Affiliate of a Lender, each of the Domestic Borrower and the
Administrative Agent (and, in the case of an assignment of all or a portion of a
Commitment or any Lender's obligations in respect of its LC Exposure or
Swingline Exposure, the Issuing Bank and the Swingline Lender, as the case may
be) must give their prior written consent to such assignment (which consent
shall not be unreasonably withheld), (ii) except in the case of an assignment to
a Lender or an Affiliate of a Lender or an assignment of the entire remaining
amount of the assigning Lender's Commitment, the amount of the Commitment of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 unless each of the
Domestic Borrower and the Administrative Agent otherwise consent, (iii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement, except that
this clause (iii) shall not apply to rights in respect of outstanding
Competitive Loans, (iv) the parties to each assignment shall execute and deliver
to the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500, and (v) the assignee, if it shall not
be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and provided further that any consent of the Domestic Borrower
otherwise required under this paragraph shall not be required if an Event of
Default has occurred and is continuing. Subject to acceptance and recording
thereof pursuant to paragraph (d) of this Section, from and after the effective
date specified in each Assignment and Acceptance the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such Assignment
and Acceptance, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph 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 paragraph (e) of this Section.

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

Upon its receipt of a duly completed Assignment and Acceptance executed by an
assigning Lender and an assignee, the assignee's completed Administrative
Questionnaire (unless the
<PAGE>

assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such
assignment required by paragraph (b) of this Section, the Administrative Agent
shall accept such Assignment and Acceptance and record the information contained
therein in the Register. No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in this
paragraph.

Any Lender may, without the consent of any Borrower or Guarantor, the
Administrative Agent, the Syndication Agent, the Issuing Bank or the Swingline
Lender, sell participations to one or more banks or other entities (a
"Participant") in all or a portion of such Lender's rights and obligations under
this Agreement the Guaranty of Payment and the other Credit Documents (including
all or a portion of its Commitment and the 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 Borrowers, the Guarantors, the
Administrative Agent, the Issuing Bank 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, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.
Subject to paragraph (f) of this Section, the Borrowers and the Guarantors agree
that each Participant shall be entitled to the benefits of Sections 2.15, 2.16
and 2.17 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 9.08
as though it were a Lender, provided such Participant agrees to be subject to
Section 2.18(c) as though it were a Lender.

A Participant shall not be entitled to receive any greater payment under Section
2.15 or 2.17 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 Domestic 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 2.17 unless the Domestic
Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrowers and the Guarantors, to
comply with Section 2.17(e) as though it were a Lender.

Any Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement, the Guaranty of Payment and the
other Credit Documents to secure obligations of such Lender, including any
pledge or assignment to secure obligations to a Federal Reserve Bank, and this
Section shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release
a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.
<PAGE>

Survival.

      All covenants, agreements, representations and warranties made by the
Borrowers and the Guarantors herein and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement shall be considered
to have been relied upon by the other parties hereto and shall survive the
execution and delivery of this Agreement and the Guaranty of Payment, and the
making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, the Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
or any Letter of Credit is outstanding and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.

Counterparts; Integration; Effectiveness.

      This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This
Agreement and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

Severability.

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

Right of Setoff.

      If an Event of Default shall have occurred and be continuing, each Lender,
the Issuing Bank, and each of its respective Affiliates is hereby authorized at
any time and from time to time, 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 and other obligations at any time owing
by such Lender, the Issuing Bank, or Affiliate to or for the credit or the
account of any Borrower or
<PAGE>

any Guarantor against any of and all the obligations of such Borrower or
Guarantor now or hereafter existing under this Agreement or the Guaranty of
Payment held by such Lender, or by the Issuing Bank, irrespective of whether or
not such Lender or the Issuing Bank shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each
Lender and of the Issuing Bank under this Section are in addition to other
rights and remedies (including other rights of setoff) which such Lender or the
Issuing Bank may have.

      Governing Law; Jurisdiction; Consent to Service of Process; Judgement
            Currency .

This Agreement is, and shall be deemed to be, a contract entered into under and
pursuant to the laws of the State of New York, and shall be in all respects
governed, construed, applied and enforced in accordance with the laws of the
State of New York without regard to conflicts of laws principles of New York
State law other than ss. 5-1401 of the New York General Obligations Law.

Each party hereto hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of the Supreme Court of the State
of New York sitting in New York County and of the United States District Court
of the Southern District of New York, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court. Each party hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that
any party hereto may otherwise have to bring any action or proceeding relating
to this Agreement against any other party hereto or its properties in the courts
of any jurisdiction.

Each party hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement in any court referred to in paragraph (b)
of this Section. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

Each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 9.01. Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other
manner permitted by law. Gatton and the Guarantors hereby irrevocably and
unconditionally designate the Domestic Borrower located at its address set forth
in Section 9.01, as agent of Gatton and each Guarantor to receive for and on
behalf of Gatton and each Guarantor, service of process in any legal action or
proceeding arising out of or relating to this Agreement. It is understood that a
copy of such process served on such agent will be promptly forwarded by mail to
Gatton or any such Guarantor as applicable at its address set forth in Section
9.01, but the failure of
<PAGE>

Gatton or such Guarantor to receive such copy shall not affect in any way the
service of such process.

If for the purpose of obtaining judgment in any court it is necessary to convert
a sum due hereunder in one currency into another currency, the parties hereto
agree, to the fullest extent that they may effectively do so under applicable
law, that the rate of exchange used shall be the spot rate at which in
accordance with normal banking procedures the first currency could be purchased
in New York City with such other currency by the Person obtaining such judgment
on the Business Day preceding that on which final judgment is given. The parties
agree, to the fullest extent that they may effectively do so under applicable
law, that the obligations of each Borrower to make payments in any currency of
the principal of and interest on the Loans and any other amounts due from such
Borrower hereunder to the Administrative Agent as provided in Section 2.18: (i)
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with Section 9.09(e)), in any
currency other than the relevant currency, except to the extent that such tender
or recovery shall result in the actual receipt by the Administrative Agent at
its relevant office as provided in Section 2.18 on behalf of the Lenders of the
full amount of the relevant currency expressed to be payable in respect of the
principal of and interest on the Loans and all other amounts due hereunder (it
being assumed for purposes of this clause (i) that the Administrative Agent will
convert any amount tendered or recovered); (ii) shall be enforceable as an
alternative or additional cause of action for the purpose of recovering in the
relevant currency the amount, if any, by which such actual receipt shall fall
short of the full amount of the relevant currency so expressed to be payable;
and (iii) shall not be affected by an unrelated judgment being obtained for any
other sum due under this Agreement.

WAIVER OF JURY TRIAL.

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

Headings.

      Article and Section (and subsection) headings and the Table of Contents
used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.
<PAGE>

Confidentiality.

      Each of the Administrative Agent, the Issuing Bank 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, (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 any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of any Borrower
or Guarantor or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent, the Issuing Bank or any Lender on a
nonconfidential basis from a source other than a Borrower or a Guarantor. For
the purposes of this Section, "Information" means all information received from
any Borrower or Guarantor relating to any Borrower or Guarantor or any of their
respective businesses, other than any such information that is available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis
prior to disclosure by a Borrower or a Guarantor; provided that, in the case of
information received from a Borrower or a Guarantor after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.
<PAGE>

Interest Rate Limitation.

      Notwithstanding anything herein to the contrary, if at any time the
interest rate applicable to any Loan or other amount due hereunder, together
with all fees, charges and other amounts which are treated as interest on such
Loan or other amount under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the party holding such Loan or other
amount in accordance with applicable law, the rate of interest payable in
respect of such Loan or other amount hereunder, together with all Charges
payable in respect thereof, shall be limited to the Maximum Rate and, to the
extent lawful, the interest and Charges that would have been payable in respect
of such Loan or other amount but were not payable as a result of the operation
of this Section shall be cumulated and the interest and Charges payable to such
party in respect of other Loans or amounts or periods shall be increased (but
not above the Maximum Rate therefor) until such cumulated amount, together with
interest thereon at the Federal Funds Effective Rate to the date of repayment,
shall have been received by such party.

European Economic and Monetary Union; Possible Transition from Sterling to euro.

Definitions. In this Section 9.14 and in each other provision of this Agreement
to which reference is made in this Section 9.14 expressly or impliedly, the
following terms have the meanings given to them in this Section 9.14:

      "commencement of the third stage of EMU" means January 1, 1999 or the date
on which circumstances arise which (in the opinion of the Administrative Agent)
have substantially the same effect and result in substantially the same
consequences as commencement of the third stage of EMU as contemplated by the
Treaty on European Union.

      "EMU" means economic and monetary union as contemplated in the Treaty on
European Union.

       "EMU legislation" means legislative measures of the European Council for
the introduction of, changeover to or operation of a single or unified European
currency (whether known as the euro or otherwise), being in part the
implementation of the third stage of EMU;

      "euro" means the single currency of participating member states of the
EMU;

      "euro unit" means the currency unit of the euro;

      "national currency unit" means the unit of currency (other than a euro
unit) of a participating member state;

      "participating member state" means each state so described in any EMU
legislation; and

      "Treaty on European Union" means the Treaty of Rome of March 25, 1957, as
amended by the Single European Act 1986 and the Maastricht Treaty (which was
signed at Maastricht on February 7, 1992, and came into force on November 1,
1993), as amended from time to time.
<PAGE>

Effectiveness of Provisions. If and to the extent that any of the provisions of
subsections (c) to (j) below (inclusive) relate to the United Kingdom or any
other state (or Sterling or the currency of any such other state) that is not a
participating member state on the commencement of the third stage of EMU, such
provision shall become effective in relation to the United Kingdom or such other
state (and Sterling or the currency of such other state) at and from the date on
which the United Kingdom or such other state becomes a participating member
state.

Redenomination and Alternative Currencies. Each obligation under this Agreement
of a party to this Agreement which has been denominated in the national currency
unit of a participating member state shall be redenominated into the euro unit
in accordance with EMU legislation, provided, that if and to the extent that any
EMU legislation provides that following the commencement of the third stage of
EMU an amount denominated either in the euro or in the national currency unit of
a participating member state and payable within that participating member state
by crediting an account of the creditor can be paid by the debtor either in the
euro unit or in the national currency unit, each party to this Agreement shall
be entitled to pay or repay any such amount either in the euro unit or in such
national currency unit.

Loans. Any Loan in the currency of a participating member state shall be made in
the euro unit.

Business Days. With respect to any amount denominated or to be denominated in
the euro or a national currency unit, any reference to a "Business Day" shall be
construed as a reference to a day (other than a Saturday or Sunday) on which
banks are generally open for business in

London and New York City and

Frankfurt am Main, Germany (or such principal financial center or centers in
such participating member state or states as the Administrative Agent may from
time to time nominate for this purpose).

Payments to the Administrative Agent. Sections 2.10 and 2.18 shall be construed
so that, in relation to the payment of any amount of euro units or national
currency units, such amount shall be made available to the Administrative Agent
in immediately available, freely transferable, cleared funds to such account
with such bank in Frankfurt am Main, Germany (or such other principal financial
center in such participating member state as the Administrative Agent may from
time to time nominate for this purpose) as the Administrative Agent shall from
time to time nominate for this purpose.

Payments by the Administrative Agent to the Lenders. Any amount payable by the
Administrative Agent to the Lenders under this Agreement in the currency of a
participating member state shall be paid in the euro unit.

Payments by the Administrative Agent Generally. With respect to the payment of
any amount denominated in the euro or in a national currency unit, the
Administrative Agent
<PAGE>

shall not be liable to the Borrowers, the Guarantors or any of the Lenders in
any way whatsoever for any delay, or the consequences of any delay, in the
crediting to any account of any amount required by this Agreement to be paid by
the Administrative Agent if the Administrative Agent shall have taken all
relevant steps to achieve, on the date required by this Agreement, the payment
of such amount in immediately available, freely transferable, cleared funds (in
the euro unit or, as the case may be, in a national currency unit) to the
account with the bank in the principal financial center in the participating
member state which the Borrowers or, as the case may be, any Lender shall have
specified for such purpose. In this subsection (h), "all relevant steps" means
all such steps as may be prescribed from time to time by the regulations or
operating procedures or such clearing or settlement system as the Administrative
Agent may from time to time determine for the purpose of clearing or settling
payments of the euro.

Basis of Accrual. If the basis of accrual of interest or fees expressed in this
Agreement with respect to the currency of any state that becomes a participating
state shall be inconsistent with any convention or practice in the London
interbank market or, as the case may be, the Paris interbank market for the
basis of accrual of interest or fees in respect of the euro, such convention or
practice shall replace such expressed basis effective as of and from the date on
which such state becomes a participating member state; provided, that if any
Loan in the currency of such state is outstanding immediately prior to such
date, such replacement shall take effect, with respect to such Loan, at the end
of the then current Interest Period.

Rounding and Other Consequential Changes. Without prejudice and in addition to
any method of conversion or rounding prescribed by any EMU legislation and
without prejudice to the respective liabilities for Indebtedness of each
Borrower and each Guarantor to the Lenders, and the Lenders to the Borrowers
under or pursuant to this Agreement:

each reference in this Agreement to a minimum amount (or an integral multiple
thereof) in a national currency unit to be paid to or by the Administrative
Agent shall be replaced by a reference to such reasonably comparable and
convenient amount (or an integral multiple thereof) in the euro unit as the
Administrative Agent may from time to time specify; and

except as expressly provided in this subsection 9.14, each provision of this
Agreement shall be subject to such reasonable changes of construction as the
Administrative Agent may from time to time specify to be necessary or
appropriate to reflect the introduction of or changeover to the euro in
participating member states.

Increased Costs. The Borrowers shall from time to time, at the request of the
Administrative Agent, pay to the Administrative Agent for the account of each
Lender the amount of any cost or increased cost incurred by, or of any reduction
in any amount payable to or in the effective return on its capital to, or of
interest or other return foregone by, such Lender or any holding company of such
Lender as a result of the introduction of, changeover to or operation of the
euro in any participating member state to the extent such introduction,
changeover or operation relates to such Lender's obligations hereunder; provided
that the Borrowers shall not be required to pay to any Lender any amounts under
this paragraph for any period prior to the date on which such Lender gives
notice to the
<PAGE>

Borrowers that such amounts are payable unless such Lender gives notice within
180 days after it becomes aware or should have been aware of the event giving
rise to such payment obligation.

Multiple Borrowers.

As set forth in Section 2.10, the Domestic Borrower shall be jointly and
severally liable with each respective Subsidiary Borrower in respect of the
principal of, and interest on, all Loans made to such respective Subsidiary
Borrower hereunder. No Subsidiary Borrower (including Gatton) shall be liable
for the repayment of the principal of, and interest on, Loans made to the
Domestic Borrower or to another Subsidiary Borrower, or for reimbursement of an
LC Disbursement for the account of the Domestic Borrower; provided, however,
that nothing contained herein shall been deemed to affect the liability under
the Guaranty of Payment of any Subsidiary Borrower that is also a Guarantor
thereunder. Except as expressly set forth above in this Section 9.15(a) with
respect to the liability of a Subsidiary Borrower with regard to principal and
interest on Loans to the Domestic Borrower or to any other Subsidiary Borrower
or on account of LC Disbursements, and subject to Section 9.17, each Borrower
and each Guarantor agrees that the representations and warranties made by, and
the liabilities, obligations, and covenants of and applicable to, any or all of
the Borrowers and the Guarantors under this Agreement, shall be in every case
(whether or not specifically so stated in each such case herein) joint and
several in all circumstances. Except if otherwise expressly stated, every notice
by or to any Borrower or Guarantor shall be deemed also to constitute
simultaneous notice by or to each other Borrower and each other Guarantor (as
applicable), every act or omission by any Borrower or Guarantor shall be binding
upon each Borrower and Guarantor, and (subject to Section 9.17) the
Administrative Agent, the Issuing Bank and the Lenders are fully authorized by
each Borrower and each Guarantor to act and rely also upon the representations
and warranties, covenants, notices, acts, and omissions of each other Borrower
and each other Guarantor. Without limiting the generality of the foregoing, each
Borrower and each Guarantor agrees that the obligations of each of them
hereunder and under the other Credit Documents shall be enforceable against each
of them notwithstanding that this Agreement, the Guaranty of Payment or any
other Credit Document may be unenforceable in any respect against any other
Borrower or Guarantor.

      (b) The Domestic Borrower is accepting joint and several liability for all
obligations of the Subsidiary Borrowers with respect to the Loans made to a
Subsidiary Borrower hereunder in consideration of the financial accommodations
to be provided by the Lenders under this Agreement, for the mutual benefit,
directly and indirectly, of each of the Borrowers and in consideration of the
undertakings of each Subsidiary Borrower to accept its own liability for such
obligations.

     (c) The Domestic Borrower and each respective Subsidiary Borrower, jointly
and severally, hereby irrevocably and unconditionally accepts, not merely as a
surety but also as a co-debtor, joint and several liability with each other as
set forth herein, with respect to the payment and performance of all of such
obligations with respect to the Loans made to such respective Subsidiary
Borrower, it being the intention of the parties hereto that all such obligations
shall be joint and several as aforesaid, without preference or distinction among
them. If and to the extent that either of the Domestic Borrower or such
respective Subsidiary Borrower shall fail to make any payment with respect to
any of such obligations as and when due or to perform any of such obligations in
accordance with the terms hereof, then in each such event the other such
Borrower, subject to paragraph (a) of this Section 9.15, will make such payment
with respect to, or perform, such obligation.

     (d) The obligations with respect to the Loans made to a Subsidiary Borrower
under the provisions of Section 2.10 and this Section 9.15 constitute full
recourse obligations of each of the Domestic Borrower and such Subsidiary
<PAGE>

Borrower (as applicable) enforceable against each such Person to the full extent
of its properties and assets, irrespective of the validity, regularity or
enforceability of this Agreement, the other Credit Documents or any other
circumstances whatsoever.

     (e) Except as otherwise expressly provided in this Agreement, the Domestic
Borrower and each Subsidiary Borrower (as applicable) hereby waives notice of
acceptance of its joint and several liability, notice of any Loans made under
this Agreement, notice of any action at any time taken or omitted by the Lenders
or the Administrative Agent under or in respect of any of such obligations, and,
generally, to the extent permitted by applicable law, all demands, notices and
other formalities of every kind in connection with this Agreement. The Domestic
Borrower and each Subsidiary Borrower (as applicable) hereby assents to, and
waives notice of, any extension or postponement of the time for the payment of
any of such obligations, the acceptance of any payment of any of such
obligations, the acceptance of any partial payment thereon, any waiver, consent
or other action or acquiescence by the Lenders or the Administrative Agent at
any time or times in respect of any default by either the Domestic Borrower or
any Subsidiary Borrower in the performance or satisfaction of any term,
covenant, condition or provision of this Agreement, any and all other
indulgences whatsoever by the Lenders or the Administrative Agent in respect of
any of such obligations, and the taking, addition, substitution or release, in
whole or in part, at any time or times, of any security for any of such
obligations or the addition, substitution or release, in whole or in part, of
the Domestic Borrower or any Subsidiary Borrower. Without limiting the
generality of the foregoing, all Borrowers assent to any other action or delay
in acting or failure to act on the part of the Lenders or the Administrative
Agent with respect to the failure by any other Borrower or any Guarantor to
comply with any of its respective obligations, including any failure to strictly
or diligently assert any right or to pursue any remedy or to comply fully with
applicable laws or regulations thereunder, which might, but for the provisions
of this Section 9.15, afford grounds for terminating, discharging or relieving
any of the Borrowers, in whole or in part, from any of its obligations under
this Section 9.15 or Section 2.10, it being the intention of each of the
Borrowers that, so long as any of such obligations hereunder remains
unsatisfied, the obligations of the Borrowers under this Section 9.15 and
Section 2.10 shall not be discharged except by performance and then only to the
extent of such performance. Such obligations of each of the Borrowers under this
Section 9.15 or Section 2.10 shall not be diminished or rendered unenforceable
by any winding up, reorganization, arrangement, liquidation, re-construction or
similar proceeding with respect to any of the Borrowers, any Guarantor, any of
the Lenders or the Administrative Agent. The joint and several liability of the
Domestic Borrower and each Subsidiary Borrower to the extent provided for
hereunder shall continue in full force and effect notwithstanding any
absorption, merger, amalgamation or any other change whatsoever in the name,
membership, constitution or place of formation of any of the Borrowers, any
Guarantor, any of the Lenders or the Administrative Agent.

     (f) The provisions of this Section 9.15 are made for the benefit of the
Lenders and the Administrative Agent and their successors and assigns, and may
be enforced in good faith from time to time against the Borrowers as often as
occasion therefor may arise and without any requirement on the part of the
Lenders or the Administrative Agent first to marshal any of their claims or to
exercise any of their rights against any other Borrower or any Guarantor, or to
exhaust any remedies available to them against any other Borrower or any
Guarantor, or to resort to any other source or means of obtaining payment of any
of the obligations with respect to the Loans to Subsidiary Borrowers hereunder
or to elect any other remedy. The provisions of this Section 9.15 shall remain
in effect until all of such obligations shall have been paid in full or
otherwise fully satisfied. If at any time, any payment, or any part thereof,
made in respect of any of such obligations, is rescinded or must otherwise be
restored or returned by the Lenders upon the insolvency, bankruptcy or
reorganization of any Borrower, or otherwise, the provisions of this Section
9.15 and Section 2.10 (if applicable) will forthwith be reinstated in effect, as
though such payment had not been made.
<PAGE>

      SECTION 9.16 Possible Increase in Facility.

            (a) The Borrowers shall have the right to request one increase in
the maximum principal amount of Revolving Loans available hereunder, by an
amount not in excess of $7,500,000. Any such increase may be attributable to a
voluntary agreement by one or more of the original Lenders to increase their
Commitments and/or to any proposed addition of one or more new lenders (as
"Lenders" hereunder). No consent of any Lender or the Administrative Agent will
be required for an increase attributable to such a voluntary agreement by an
original Lender. However, the consent of the Administrative Agent or the
Required Lenders shall be required as to the identity of any such proposed new
lender. Any such increase in the aggregate Commitments shall be effected
pursuant to an amendment to this Agreement and supporting documentation,
reasonably satisfactory to the Administrative Agent, which amendment will cause
the Commitments and the Applicable Percentages to be adjusted in accordance with
such new or additional Commitment(s). The Borrowers shall be responsible for all
costs and expenses (including reasonable attorney's fees) of the Administrative
Agent in connection with any such amendment.

            (b) The effectiveness of any such amendment (and the increase in
availability contemplated above) will, in addition to satisfaction of the
requirements embodied in the foregoing paragraph (a), be dependent upon there
being no outstanding Eurodollar Loans or Eurocurrency Loans, immediately prior
to such effectiveness.

      SECTION 9.17 Responsibility for Representations and Warranties,
Affirmative Covenants and Negative Covenants.

      Notwithstanding the literal language of the preambles to Articles III, V
and VI, it is agreed that each of the Domestic Borrower, Gatton, any other
Subsidiary Borrower and each Guarantor is and will be responsible thereunder
only for itself and for its own subsidiaries. However, such responsibility of
the Subsidiary Borrowers (including Gatton) and the Guarantors with respect to
the matters covered in Article VI (other than in Section 6.10) will extend to
the Subsidiary Borrowers and the Guarantors acting and refraining from acting
consistently with the Domestic Borrower's obligations as to Subsidiaries which
are Subsidiary Borrowers or Guarantors as are set forth in Article VI (except
for Section 6.10).
<PAGE>

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

VOLT INFORMATION SCIENCES, INC.       THE CHASE MANHATTAN BANK, as a
                                      Lender and as Administrative Agent

By: ______________________________    By: ___________________________________
     Name:                                 Name:
     Title:                                Title:

GATTON VOLT CONSULTING GROUP          VOLT MANAGEMENT CORP.
LIMITED

By: _______________________________   By: __________________________________
     Name:                                 Name:
     Title                                 Title:

FLEET NATIONAL BANK,                  VOLT DELTA RESOURCES, INC.
as a Lender

By: _______________________________   By: ________________________________
     Name:                                 Name:
     Title:                                Title:

BANK OF AMERICA, N.A., as a Lender    DATANATIONAL, INC.

By: _______________________________   By: ________________________________
     Name:                                 Name:
     Title:                                Title:

MELLON BANK, N.A., as a Lender        VOLT-AUTOLOGIC DIRECTORIES S.A., LTD.

By: _______________________________   By: ________________________________
     Name:                                 Name:
     Title:                                Title:

WELLS FARGO BANK, N.A., as a Lender   VOLT HUMAN RESOURCES, INC.

By: _______________________________   By: ________________________________
     Name:                                 Name:
     Title:                                Title:

LLOYD TSB BANK PLC, as a Lender       VOLT INFORMATION SCIENCES
                                      FUNDING, INC.

By: _______________________________   By: ___________________________________
     Name:                                 Name:
     Title:                                Title: