<PAGE>

                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

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

                                                    PUBLISHED CUSIP NUMBER: ____

                                   $60,000,000
                           SECOND LIEN SENIOR SECURED
                               TERM LOAN AGREEMENT

                            Dated as of March 3, 2006

                                      Among

                              OPEN SOLUTIONS INC.,
                                  as Borrower,

                          THE GUARANTORS NAMED HEREIN,
                                 as Guarantors,

                        THE INITIAL LENDERS NAMED HEREIN,
                               as Initial Lenders,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                  as Administrative Agent and Collateral Agent

                                   ----------

                         WACHOVIA CAPITAL MARKETS, LLC,
              as Sole Bookrunner Manager and as Sole Lead Arranger

                                   ----------

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                     PAGE
-------                                                                     ----
<S>                                                                         <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS...............................     2

SECTION 1.01. Certain Defined Terms......................................     2
SECTION 1.02. Computation of Time Periods; Other Definitional
              Provisions.................................................    20
SECTION 1.03. Accounting Terms...........................................    20

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES.............................    21

SECTION 2.01. The Advances...............................................    21
SECTION 2.02. Making the Advances........................................    21
SECTION 2.03. Repayment of Advances......................................    22
SECTION 2.04. Prepayments................................................    22
SECTION 2.05. Interest...................................................    23
SECTION 2.06. Fees.......................................................    24
SECTION 2.07. Conversion of Advances.....................................    24
SECTION 2.08. Increased Costs, Etc.......................................    24
SECTION 2.09. Payments and Computations..................................    26
SECTION 2.10. Taxes......................................................    28
SECTION 2.11. Sharing of Payments, Etc...................................    30
SECTION 2.12. Use of Proceeds............................................    31
SECTION 2.13. Defaulting Lenders.........................................    31
SECTION 2.14. Evidence of Debt...........................................    33

ARTICLE III CONDITIONS OF LENDING........................................    34

SECTION 3.01. Conditions Precedent to Initial Extension of Credit........    34
SECTION 3.02. Determinations Under Section 3.01..........................    39

ARTICLE IV REPRESENTATIONS AND WARRANTIES................................    40

SECTION 4.01. Representations and Warranties of the Loan Parties.........    40

ARTICLE V COVENANTS OF THE LOAN PARTIES..................................    46

SECTION 5.01. Affirmative Covenants......................................    46
SECTION 5.02. Negative Covenants.........................................    51
SECTION 5.03. Reporting Requirements.....................................    60
SECTION 5.04. Financial Covenants........................................    63

ARTICLE VI EVENTS OF DEFAULT.............................................    64

SECTION 6.01. Events of Default..........................................    64

ARTICLE VII THE AGENTS...................................................    67

SECTION 7.01. Authorization and Action...................................    67
SECTION 7.02. Agents' Reliance, Etc......................................    68
</TABLE>

<PAGE>

<TABLE>
<S>                                                                         <C>
SECTION 7.03. Wachovia and Affiliates....................................    68
SECTION 7.04. Lender Credit Decision.....................................    69
SECTION 7.05. Indemnification............................................    69
SECTION 7.06. Successor Agents...........................................    69
SECTION 7.07. Administrative Agent May File Proofs of Claim..............    70
SECTION 7.08. Collateral and Guaranty Matters............................    70
SECTION 7.09. Other Agents; Arrangers and Managers.......................    71
SECTION 7.10. Intercreditor Agreement....................................    71

ARTICLE VIII GUARANTY....................................................    71

SECTION 8.01. Guaranty; Limitation of Liability..........................    71
SECTION 8.02. Guaranty Absolute..........................................    72
SECTION 8.03. Waivers and Acknowledgments................................    73
SECTION 8.04. Payments Free and Clear of Taxes, Etc......................    74
SECTION 8.05. Continuing Guaranty; Assignments...........................    74
SECTION 8.06. Subrogation................................................    74
SECTION 8.07. Guaranty Supplements.......................................    75
SECTION 8.08. Subordination..............................................    75
SECTION 8.09. Limitations on Enforcement.................................    76

ARTICLE IX MISCELLANEOUS.................................................    76

SECTION 9.01. Amendments, Etc............................................    76
SECTION 9.02. Notices, Etc...............................................    77
SECTION 9.03. No Waiver; Remedies........................................    79
SECTION 9.04. Costs and Expenses.........................................    79
SECTION 9.05. Right of Set-off...........................................    81
SECTION 9.06. Binding Effect.............................................    81
SECTION 9.07. Assignments and Participations.............................    81
SECTION 9.08. Execution in Counterparts..................................    84
SECTION 9.09. Confidentiality............................................    85
SECTION 9.10. Release of Collateral......................................    85
SECTION 9.11. Patriot Act Notice.........................................    85
SECTION 9.12. Intercreditor Agreement....................................    85
SECTION 9.13. Jurisdiction, Etc..........................................    85
SECTION 9.14. GOVERNING LAW..............................................    86
SECTION 9.15. WAIVER OF JURY TRIAL.......................................    87
</TABLE>

<PAGE>

SCHEDULES

Schedule I       - Commitments and Applicable Lending Offices
Schedule II      - Guarantors
Schedule III     - Pro Forma EBITDA
Schedule IV      - Cost Synergies
Schedule V       - BISYS Entities To Be Merged
Schedule 4.01(b) - Subsidiaries
Schedule 4.01(f) - Disclosed Litigation
Schedule 4.01(p) - Environmental Disclosure
Schedule 4.01(s) - Existing Debt
Schedule 4.01(t) - Surviving Debt
Schedule 4.01(u) - Liens
Schedule 4.01(v) - Owned Real Property
Schedule 4.01(w) - Investments
Schedule 4.01(x) - Intellectual Property
Schedule 4.01(y) - Material Contracts
Schedule 5.01(i) - Transactions with Affiliates

EXHIBITS

Exhibit A - Form of Note
Exhibit B - Form of Notice of Borrowing
Exhibit C - Form of Assignment and Acceptance
Exhibit D - Form of Security Agreement
Exhibit E - Form of Guaranty Supplement
Exhibit F - Form of Solvency Certificate
Exhibit G - Form of Intercreditor Agreement
Exhibit H - Form of Opinion of Counsel to the Loan Parties
Exhibit I - Form of Opinion of Local Counsel to the Loan Parties
<PAGE>

                 SECOND LIEN SENIOR SECURED TERM LOAN AGREEMENT

          SECOND LIEN SENIOR SECURED TERM LOAN AGREEMENT, dated as of March 3,
2006, among OPEN SOLUTIONS INC., a Delaware corporation (the "BORROWER"), the
Guarantors (as hereinafter defined), the Lenders (as hereinafter defined),
WACHOVIA BANK, NATIONAL ASSOCIATION ("WACHOVIA"), as collateral agent (together
with any successor collateral agent appointed pursuant to Article VII, in such
capacity, the "COLLATERAL AGENT") for the Secured Parties (as hereinafter
defined), Wachovia, as administrative agent (together with any successor
administrative agent appointed pursuant to Article VII, in such capacity, the
"ADMINISTRATIVE AGENT" and, together with the Collateral Agent, the "AGENTS")
for the Lenders (as hereinafter defined), and WACHOVIA CAPITAL MARKETS, LLC, as
Sole Bookrunner Manager and a Sole Lead Arranger (in such capacities, the
"ARRANGER").

                             PRELIMINARY STATEMENTS:

          (1) The Borrower formed Husky Acquisition Corporation, a Delaware
corporation and a wholly-owned direct subsidiary ("ACQUISITIONCO"), for the
purpose of acquiring (the "ACQUISITION") all of the issued and outstanding stock
of BIS LP Inc., a Delaware corporation (the "COMPANY"), and all of the Company's
Subsidiaries and assets, from BISYS Inc., a Delaware corporation (the "SELLER"),
all pursuant to the terms of the Purchase Agreement (as hereinafter defined).
After the Acquisition, the Borrower will own all of the issued and outstanding
stock of AcquisitionCo and AcquisitionCo will own all of the issued and
outstanding stock of the Company.

          (2) Simultaneously with entering into this Agreement, the Borrower is
entering into a senior secured first lien credit agreement, dated as of the date
hereof (as amended, amended and restated, supplemented, refinanced, replaced or
refunded (whether with the same or different lenders or agents), or otherwise
modified from time to time, in each case in accordance with Section 5.02(k), the
"FIRST LIEN SENIOR CREDIT FACILITIES") with the guarantors party thereto, the
lenders party thereto, certain agents and arrangers party thereto and Wachovia,
as administrative agent;

          (3) The Borrower has requested that (a) concurrently with the
consummation of the Acquisition, the Lenders lend to the Borrower up to
$60,000,000 pursuant to the Commitments under this Agreement which, together
with the proceeds of advances made to the Borrower by the lenders under the
First Lien Senior Credit Facilities and at least $130,000,000 of cash on hand,
shall be used to pay the purchase price in connection with the Acquisition, and
to pay fees, expenses, and costs related thereto. The Lenders have indicated
their willingness to agree to lend such amounts, but only on the terms and
conditions of this Agreement, including the granting of the Collateral pursuant
to the Collateral Documents and the making of the guarantees pursuant to Article
VIII hereof;

          (4) Concurrently with entering into this Agreement, the Collateral
Agent (on behalf of the Lenders hereunder) and the other parties thereto are
entering into the Intercreditor Agreement (as defined below), to which the
rights and remedies of the parties hereto are subject.

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

<PAGE>

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

          "ACQUISITION" has the meaning specified in the Preliminary Statements.

          "ACQUISITIONCO" has the meaning specified in the Preliminary
     Statements.

          "ADMINISTRATIVE AGENT" has the meaning specified in the recital of
     parties to this Agreement.

          "ADMINISTRATIVE AGENT'S ACCOUNT" means the account of the
     Administrative Agent specified by the Administrative Agent in writing to
     the Lenders from time to time.

          "ADVANCE" has the meaning specified in Section 2.01; collectively, the
     "Advances".

          "AFFILIATE" means, as to any Person, any other Person that, directly
     or indirectly, controls, is controlled by or is under common control with
     such Person or is a director or officer of such Person. For purposes of
     this definition, the term "control" (including the terms "controlling",
     "controlled by" and "under common control with") of a Person means the
     possession, direct or indirect, of the power to vote 10% or more of the
     Voting Interests of such Person or to direct or cause the direction of the
     management and policies of such Person, whether through the ownership of
     Voting Interests, by contract or otherwise.

          "AGENTS" has the meaning specified in the recital of parties to this
     Agreement.

          "AGREEMENT" means this Second Lien Senior Secured Term Loan Agreement,
     as amended.

          "AGREEMENT VALUE" means, for each Hedge Agreement, on any date of
     determination, an amount determined by the Administrative Agent equal to
     the amount, if any, that would be payable by any Loan Party or any of its
     Subsidiaries to its counterparty to such Hedge Agreement in accordance with
     its terms as if (a) such Hedge Agreement was being terminated early on such
     date of determination, (b) such Loan Party or Subsidiary was the sole
     "Affected Party" and (c) the Administrative Agent was the sole party
     determining such payment amount pursuant to the provisions of the ISDA
     Master Agreement in a commercially reasonable manner.

          "APPLICABLE LENDING OFFICE" means, with respect to each Lender, such
     Lender's Domestic Lending Office in the case of a Base Rate Advance and
     such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate
     Advance.

          "APPLICABLE MARGIN" means in respect of the Facility, (1)5.50% per
     annum for Base Rate Advances and 6.50% per annum for Eurodollar Rate
     Advances.

----------
(1)  The rates will be increased by 50 basis points if the Facility shall not be
     rated B3 or better by Moody's.

<PAGE>

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

          "ARRANGER" has the meaning specified in the recital of parties to this
     Agreement.

          "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered
     into by a Lender and an Eligible Assignee (with the consent of any party
     whose consent is required by Section 9.07 or the definition of "ELIGIBLE
     ASSIGNEE"), and accepted by the Administrative Agent, in accordance with
     Section 9.07 and in substantially the form of Exhibit C hereto or any other
     form approved by the Administrative Agent.

          "BANKRUPTCY LAW" means Title 11, U.S. Code, or any similar foreign,
     federal or state law for the relief of debtors.

          "BASE RATE" means a fluctuating interest rate per annum in effect from
     time to time, which rate per annum shall at all times be equal to the
     higher of:

               (a) the rate of interest established by Wachovia in Charlotte,
          North Carolina from time to time as Wachovia's prime rate; and

               (b) 1/2 of 1% per annum plus the Federal Funds Rate.

          The Base Rate is not intended to be nor will it necessarily be the
     lowest rate of interest extended by Wachovia to its customers.

          "BASE RATE ADVANCE" means an Advance that bears interest as provided
     in Section 2.05(a)(i).

          "BORROWER" has the meaning specified in the recital of parties to this
     Agreement.

          "BORROWER'S ACCOUNT" means the account of the Borrower specified by
     the Borrower in writing to the Administrative Agent from time to time.

          "BUSINESS DAY" means a day of the year on which banks are not required
     or authorized by law to close in New York, New York or Charlotte, North
     Carolina and, if the applicable Business Day relates to any Eurodollar Rate
     Advances, on which dealings are carried on in the London interbank market.

          "CAPITAL EXPENDITURES" means, for any Person for any period, all
     expenditures made, directly or indirectly, by such Person or any of its
     Subsidiaries during such period for equipment, computer software, fixed
     assets, real property or improvements, or for replacements or substitutions
     therefor or additions thereto, that have been or should be, in accordance
     with GAAP, reflected as additions to property, plant or equipment on a
     Consolidated balance sheet of such Person. For purposes of this definition,
     (a) the purchase price of equipment that is purchased simultaneously with
     the trade-in of existing equipment or with insurance proceeds shall be
     included in Capital Expenditures only to the extent of the gross amount of
     such purchase price less the credit granted by the seller of such equipment
     for the equipment being traded in at such time or the amount of such
     proceeds, as the case may be, (b) expenditures made in connection with the
     replacement, substitution, restoration or repair of assets to the extent
     financed with (i) insurance proceeds paid on account of loss or damage to
     the assets being replaced, restored or

<PAGE>

     repaired or (ii) awards of compensation arising from the taking by eminent
     domain or condemnation of the assets being replaced shall not constitute
     Capital Expenditures, (c) the purchase of plant, property or equipment or
     software to the extent financed with the proceeds of dispositions that are
     not required to be applied to prepay Advances pursuant to Section 2.04(b)
     shall not constitute Capital Expenditures and (d) up to $1,500,000 in the
     aggregate of expenditures during the period from the Effective Date to
     March 31, 2006 relating to the licensing of computer software from a Person
     identified to the Administrative Agent shall not constitute Capital
     Expenditures.

          "CAPITALIZED LEASES" means all leases that have been or should be, in
     accordance with GAAP, recorded as capitalized leases.

          "CASH EQUIVALENTS" means any of the following, to the extent owned by
     the Borrower or any of its Subsidiaries and having a maturity (except for
     clauses (d) and (g) below) of not greater than 12 months from the date of
     issuance thereof: (a) readily marketable direct obligations of the
     Government of the United States or any agency or instrumentality thereof or
     obligations unconditionally guaranteed by the full faith and credit of the
     Government of the United States, (b) insured certificates of deposit of or
     time deposits with any commercial bank that is a Lender or a member of the
     Federal Reserve System, issues (or the parent of which issues) commercial
     paper rated as described in clause (c) below, is organized under the laws
     of the United States or any State thereof and has combined capital and
     surplus of at least $500 million, (c) commercial paper issued by any
     corporation organized under the laws of any State of the United States and
     rated at least "Prime-2" (or the then equivalent grade) by Moody's or "A-2"
     (or the then equivalent grade) by S&P, (d) repurchase obligations of any
     Lender or of any commercial bank satisfying the requirements of clause (b)
     of this definition, having a term of not more than 30 days, with respect to
     securities issued or fully guaranteed or insured by the United States
     government, (e) securities issued or fully guaranteed by any state,
     commonwealth or territory of the United States, by any political
     subdivision or taxing authority of any such state, commonwealth or
     territory or by any foreign government, the securities of which state,
     commonwealth, territory, political subdivision, taxing authority or foreign
     government (as the case may be) are rated at least A by S&P or A by
     Moody's, (f) securities backed by standby letters of credit issued by any
     Lender or any commercial bank satisfying the requirements of clause (b) of
     this definition, or (g) Investments, classified in accordance with GAAP as
     Current Assets of the Borrower or any of its Subsidiaries, in money market
     investment programs registered under the Investment Company Act of 1940, as
     amended, which are administered by financial institutions having combined
     capital and surplus of at least $500 million, and the portfolios of which
     are limited such that all or substantially all of such Investments are
     Investments of the character, quality and maturity described in clauses (a)
     through (f) of this definition.

          "CASUALTY RECEIPT" means any cash received by or paid to or for the
     account of any Person in respect of proceeds of insurance or condemnation
     awards (and payments in lieu thereof) in respect of equipment, fixed assets
     or real property (including improvements thereon).

          "CERCLA" means the Comprehensive Environmental Response, Compensation
     and Liability Act of 1980, as amended from time to time.

          "CERCLIS" means the Comprehensive Environmental Response, Compensation
     and Liability Information System maintained by the U.S. Environmental
     Protection Agency.

<PAGE>

          "CFC" means an entity that is a controlled foreign corporation under
     Section 957 of the Internal Revenue Code.

          "CHANGE OF CONTROL" means the occurrence of any of the following: (a)
     during any period of up to 12 consecutive months, commencing before or
     after the date of this Agreement, the Continuing Directors shall cease for
     any reason to constitute a majority of the board of directors of the
     Borrower; or (b) any "person" or "group" (as such terms are used in
     Sections 13(d) and 14(d) of the Securities Exchange Act, but excluding any
     employee benefit plan of such person and its Subsidiaries, and any person
     or entity acting in its capacity as trustee, agent or other fiduciary or
     administrator of any such plan) shall become the "beneficial owner" (as
     defined in Rules 13(d)-3 and 13(d)-5 of the Securities Exchange Act) of
     more than 30% of the shares of the Borrower; or (c) the occurrence of a
     "change of control", "change in control" or similar circumstance under the
     First Lien Senior Credit Facilities, the Senior Subordinated Convertible
     Notes or any material subordinated debt instrument of the Borrower.

          "COLLATERAL" means all "Collateral" and "Mortgaged Property" referred
     to in the Collateral Documents upon which a Lien is purported to be created
     by any Collateral Document.

          "COLLATERAL ACCOUNT" has the meaning specified in the Security
     Agreement.

          "COLLATERAL AGENT" has the meaning specified in the recital of parties
     to this Agreement.

          "COLLATERAL AGENT'S OFFICE" means, with respect to the Collateral
     Agent or any successor Collateral Agent, the office of such Agent as such
     Agent may from time to time specify to the Borrower and the Administrative
     Agent.

          "COLLATERAL DOCUMENTS" means the Security Agreement, the Mortgages,
     each of the collateral documents, instruments and agreements delivered
     pursuant to Section 5.01(j) or (k), and each other agreement that creates
     or purports to create or perfect a Lien in favor of the Collateral Agent
     for the benefit of the Secured Parties, including under any intellectual
     property security agreement or supplement.

          "COMMITMENT" means with respect to any Lender at any time, the
     obligation of such Lender, if any, to make an Advance on the Effective Date
     in an aggregate principal amount not to exceed the amount set forth
     opposite such Lender's name on Schedule I hereto under the caption
     "Commitment".

          "COMPANY" has the meaning specified in the Preliminary Statements.

          "CONFIDENTIAL INFORMATION" means information that any Loan Party
     furnishes to any Agent or any Lender in a writing designated as
     confidential, but does not include any such information that is or becomes
     generally available to the public other than as a result of a breach by
     such Agent or any Lender of its obligations hereunder or that is or becomes
     available to such Agent or such Lender on a non-confidential basis from a
     source other than the Loan Parties.

          "CONSOLIDATED" refers to the consolidation of accounts in accordance
     with GAAP.

          "CONTINUING DIRECTORS" means the directors of the Borrower on the
     Effective Date and each other director if, in each case, such other
     director's nomination for election to the board of directors of the
     Borrower is recommended by at least a majority of the then Continuing
     Directors.

<PAGE>

          "CONVERSION", "CONVERT" and "CONVERTED" each refer to a conversion of
     Advances of one Type into Advances of the other Type pursuant to Section
     2.07 or 2.08.

          "CURRENT ASSETS" of any Person means all assets of such Person (other
     than cash and Cash Equivalents) that would, in accordance with GAAP, be
     classified as current assets on a balance sheet of such Person.

          "DEBT" of any Person means, without duplication, (a) all indebtedness
     of such Person for borrowed money, (b) all obligations of such Person for
     the deferred purchase price of property or services (other than current
     trade payables incurred in the ordinary course of such Person's business
     and any earn-out obligation until such obligation becomes a liability on
     the balance sheet of such Person in accordance with GAAP), (c) all
     obligations of such Person evidenced by notes, bonds, debentures or other
     similar instruments, (d) all obligations of such Person created or arising
     under any conditional sale or other title retention agreement with respect
     to property acquired by such Person (even though the rights and remedies of
     the seller or lender under such agreement in the event of default are
     limited to repossession or sale of such property), (e) all obligations of
     such Person as lessee under Capitalized Leases, (f) all obligations
     (contingent or otherwise) of such Person under acceptance, letter of credit
     or similar facilities, (g) all obligations of such Person in respect of
     Disqualified Equity Interests, (h) all obligations of such Person in
     respect of Hedge Agreements, valued at the Agreement Value thereof, (i) all
     Guaranteed Debt and Synthetic Debt of such Person and (j) all indebtedness
     and other payment obligations referred to in clauses (a) through (i) above
     of another Person secured by (or for which the holder of such Debt has an
     existing right, contingent or otherwise, to be secured by) any Lien on
     property (including, without limitation, accounts and contract rights)
     owned by such Person, even though such Person has not assumed or become
     liable for the payment of such indebtedness or other payment obligations.

          "DEBT FOR BORROWED MONEY" of any Person means, at any date of
     determination, the sum of (a) all items that, in accordance with GAAP,
     would be classified as indebtedness on a Consolidated balance sheet of such
     Person at such date, (b) all obligations (contingent or otherwise) of such
     Person under acceptance, letter of credit or similar facilities at such
     date, (c) all Synthetic Debt of such Person at such date and (d) all
     earnouts with respect to acquisitions after such earnouts shall have become
     payable.

          "DEBT PROCEEDS INVESTMENT" means the investment made on the Effective
     Date by the Borrower in the equity or Debt of AcquisitionCo in the
     following amounts from the following sources: (a) $290,000,000 in proceeds
     from the First Lien Senior Credit Facilities and (b) $60,000,000 in
     proceeds from the Facility.

          "DEFAULT" means any Event of Default or any event that would
     constitute an Event of Default but for the passage of time or the
     requirement that notice be given or both.

          "DEFAULT INTEREST" has the meaning specified in Section 2.05(b).

          "DEFAULTED ADVANCE" means, with respect to any Lender at any time, the
     portion of the Advance required to be made by such Lender to the Borrower
     pursuant to Section 2.01 or 2.02 at or prior to such time that has not been
     made by such Lender or by the Administrative Agent for the account of such
     Lender pursuant to Section 2.02(c) as of such time.

          "DEFAULTED AMOUNT" means, with respect to any Lender at any time, any
     amount required to be paid by such Lender to any Agent or any other Lender
     hereunder or under any other Loan

<PAGE>

     Document at or prior to such time that has not been so paid as of such
     time, including, without limitation, any amount required to be paid by such
     Lender to (a) the Administrative Agent pursuant to Section 2.02(c) to
     reimburse the Administrative Agent for the amount of the Advance made by
     the Administrative Agent for the account of such Lender, (b) any other
     Lender pursuant to Section 2.11 to purchase any participation in Advances
     owing to such other Lender and (c) any Agent pursuant to Section 7.05 to
     reimburse such Agent for such Lender's ratable share of any amount required
     to be paid by the Lenders to such Agent as provided therein. In the event
     that a portion of a Defaulted Amount shall be deemed paid pursuant to
     Section 2.13(a), the remaining portion of such Defaulted Amount shall be
     considered a Defaulted Amount originally required to be paid hereunder or
     under any other Loan Document on the same date as the Defaulted Amount so
     deemed paid in part.

          "DEFAULTING LENDER" means, at any time, any Lender that, at such time,
     (a) owes a Defaulted Advance or a Defaulted Amount or (b) shall take any
     action or be the subject of any action or proceeding of a type described in
     Section 6.01(f).

          "DISCLOSED LITIGATION" has the meaning specified in Section 3.01(d).

          "DISQUALIFIED EQUITY INTEREST" means any Equity Interest which, by its
     terms (or by the terms of any security or other Equity Interests into which
     it is convertible or for which it is exchangeable), or upon the happening
     of any event or condition (a) matures or is mandatorily redeemable (other
     than solely for Qualified Equity Interests), pursuant to a sinking fund
     obligation or otherwise (except as a result of a change of control or asset
     sale so long as any rights of the holders thereof upon the occurrence of a
     change of control or asset sale event shall be subject to the prior
     repayment in full of the Advances and all other Obligations that are
     accrued and payable and the termination of the Commitments), (b) is
     redeemable at the option of the holder thereof (other than solely for
     Qualified Equity Interests), in whole or in part, (c) provides for the
     scheduled payments of dividends in cash, or (d) is or becomes convertible
     into or exchangeable for Debt or any other Equity Interests that would
     constitute Disqualified Equity Interests, in any case described in the
     foregoing clause (a), (b), (c) or (d) hereof, prior to the date that is 180
     days after the Termination Date of the Facility.

          "DOMESTIC LENDING OFFICE" means, with respect to any Lender, the
     office of such Lender specified as its "Domestic Lending Office" opposite
     its name on Schedule I hereto or in the Assignment and Acceptance pursuant
     to which it became a Lender, as the case may be, or such other office of
     such Lender as such Lender may from time to time specify to the Borrower
     and the Administrative Agent.

          "EBITDA" means, at any date of determination, the sum, determined on a
     Consolidated basis, of (a) net income (or net loss) of the Borrower and its
     Subsidiaries, plus (b) without duplication and to the extent deducted in
     determining such net income, the sum of (i) interest expense, (ii) income
     tax expense, (iii) depreciation expense, (iv) amortization expense, (v) any
     non-cash charges, non-cash losses or non-cash expenses (including without
     limitation non-cash stock option expenses), (vi) any non-recurring fees,
     non-recurring cash charges or other non-recurring cash expenses in an
     aggregate amount which, for any Measurement Period, when aggregated with
     the amount of extraordinary or non-recurring cash losses described in
     clause (vii) below for such Measurement Period, do not exceed $5 million,
     (vii) any extraordinary or non-recurring cash losses which, for any
     Measurement Period, when aggregated with the amount of non-recurring fees,
     non-recurring cash charges and other non-recurring cash expenses described
     in clause (vi) above for such Measurement Period, do not exceed $5 million,
     (viii) any losses in respect of disposal of discontinued operations, and
     (ix) any losses in respect of business

<PAGE>

     dispositions or asset dispositions outside the ordinary course of business,
     in each case of the Borrower and its Subsidiaries determined in accordance
     with GAAP for the most recently completed Measurement Period, minus (c)
     without duplication and to the extent included in determining Consolidated
     net income, (i) any cash payments made or any reversal recorded during such
     period in respect of non-cash charges described in clause (b)(v) taken in a
     prior period, (ii) any extraordinary or non-recurring gains and (iii) any
     gains in respect of disposal of discontinued operations, in each case of
     the Borrower and its Subsidiaries, determined in accordance with GAAP for
     the most recently completed Measurement Period; provided that for each of
     the three fiscal quarters ended June 30, 2005, September 30, 2005, and
     December 31, 2005, EBITDA shall be the pro forma amounts set forth on
     Schedule III hereto; provided further that for purposes of calculating
     EBITDA as of the Effective Date and for each of the three Measurement
     Periods ending June 30, 2006, September 30, 2006 and December 31, 2006,
     "cost synergies" related to the Acquisition shall be deemed to be as set
     forth in Schedule IV hereto. The historical EBITDA for any Measurement
     Period of entities (A) that are acquired by the Borrower or any of its
     Subsidiaries after the Effective Date as permitted under the Loan Documents
     will be included in the calculation of EBITDA and (B) that are disposed of
     by the Borrower or any of its Subsidiaries after the Effective Date will be
     excluded in the calculation of EBITDA; provided that, in the case of
     entities that are acquired by the Borrower or any of its Subsidiaries after
     the Effective Date, the Administrative Agent shall be furnished with
     audited financial statements, or if audited financial statements are not
     available, other financial statements reasonably acceptable to the
     Administrative Agent, of such entities (or if the acquisition is of a
     division or branch of a larger business or a group of businesses, the
     audited financial statements, or if audited financial statements are not
     available, other financial statements reasonably acceptable to the
     Administrative Agent of such larger business or group of businesses, so
     long as the individual activities of the acquired entity are clearly
     reflected in such financial statements, together with a certificate
     certifying that the Borrower has reviewed the historical financial
     statements of the division or branch and that they reflect proper
     divisional accounting in relation to the large business or group of
     businesses), reasonably satisfactory to the Administrative Agent in all
     respects, confirming such historical results. In addition the calculation
     of EBITDA may be adjusted in a manner reasonably satisfactory to the
     Administrative Agent based on cost savings resulting from expense
     reductions related to any acquisition of entities by the Borrower or any of
     its Subsidiaries after the Effective Date as permitted under the Loan
     Documents, provided that the Administrative Agent shall have received such
     information relating to such acquisition as the Administrative Agent shall
     have reasonably requested.

          "EFFECTIVE DATE" has the meaning specified in Section 3.01.

          "ELIGIBLE ASSIGNEE" means (a) a Lender; (b) an Affiliate of a Lender;
     (c) an Approved Fund, (d) any Federal Reserve Bank, and (e) any other
     Person (other than an individual) approved by the Administrative Agent
     (each such approval not to be unreasonably withheld, delayed or
     conditioned); provided, however, that neither any Loan Party nor any
     Affiliate of a Loan Party shall qualify as an Eligible Assignee under this
     definition.

          "ENVIRONMENTAL ACTION" means any action, suit, demand, demand letter,
     claim, notice of non-compliance or violation, notice of liability or
     potential liability, investigation, proceeding, consent order or consent
     agreement relating in any way to any Environmental Law, any Environmental
     Permit or Hazardous Material or arising from alleged injury or threat to
     health, safety (to the extent relating to exposure to Hazardous Materials)
     or the environment, including, without limitation, (a) by any governmental
     or regulatory authority for enforcement, cleanup, removal, response,
     remedial or other actions or damages and (b) by any governmental or

<PAGE>

     regulatory authority or third party for damages, contribution,
     indemnification, cost recovery, compensation or injunctive relief.

          "ENVIRONMENTAL LAW" means any applicable Federal, state, local or
     foreign statute, law, ordinance, rule, regulation, code, order, writ,
     judgment, injunction, decree or judicial or legally binding agency
     interpretation, policy or guidance relating to pollution or protection of
     the environment, health or safety (to the extent relating to exposure to
     Hazardous Materials) or natural resources, including, without limitation,
     those relating to the use, handling, transportation, treatment, storage,
     disposal, release or discharge of Hazardous Materials.

          "ENVIRONMENTAL PERMIT" means any permit, approval, identification
     number, license or other authorization required under any Environmental
     Law.

          "EQUITY INTERESTS" means, with respect to any Person, shares of
     capital stock of (or other ownership or profit interests in) such Person,
     warrants, options or other rights for the purchase or other acquisition
     from such Person of shares of capital stock of (or other ownership or
     profit interests in) such Person, securities convertible into or
     exchangeable for shares of capital stock of (or other ownership or profit
     interests in) such Person or warrants, rights or options for the purchase
     or other acquisition from such Person of such shares (or such other
     interests), and other ownership or profit interests in such Person
     (including, without limitation, partnership, member or trust interests
     therein), whether voting or nonvoting.

          "EQUITY INVESTMENT" means the Excess Cash Investment and the Debt
     Proceeds Investment.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time, and the regulations promulgated and rulings
     issued thereunder.

          "ERISA AFFILIATE" means any Person that for purposes of Title IV of
     ERISA is a member of the controlled group of any Loan Party, or under
     common control with any Loan Party, within the meaning of Section 414(b) or
     (c) of the Internal Revenue Code or, solely for purposes of Section 412 of
     the Internal Revenue Code and Section 302 of ERISA, Section 414(m) or (o)
     of the Internal Revenue Code.

          "ERISA EVENT" means (a)(i) the occurrence of a reportable event,
     within the meaning of Section 4043 of ERISA, with respect to any Plan
     unless the 30 day notice requirement with respect to such event has been
     waived by the PBGC or (ii) the requirements of Section 4043(b) of ERISA
     apply with respect to a contributing sponsor, as defined in Section
     4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9),
     (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected
     to occur with respect to such Plan within the following 30 days; (b) the
     application for a minimum funding waiver with respect to a Plan; (c) the
     provision by the administrator of any Plan of a notice of intent to
     terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any
     such notice with respect to a plan amendment referred to in Section 4041(e)
     of ERISA); (d) the cessation of operations at a facility of any Loan Party
     or any ERISA Affiliate in the circumstances described in Section 4062(e) of
     ERISA; (e) the withdrawal by any Loan Party or any ERISA Affiliate from a
     Multiple Employer Plan during a plan year for which it was a substantial
     employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for
     imposition of a lien under Section 302(f) of ERISA shall have been met with
     respect to any Plan; (g) the adoption of an amendment to a Plan requiring
     the provision of security to such Plan pursuant to Section 307 of ERISA; or
     (h) the institution by the PBGC of proceedings to terminate a Plan pursuant
     to Section 4042 of ERISA, or the occurrence of any

<PAGE>

     event or condition described in Section 4042 of ERISA that could reasonably
     be expected to constitute grounds for the termination of, or the
     appointment of a trustee to administer, such Plan.

          "ESCROW BANK" has the meaning specified in Section 2.13(b).

          "EUROCURRENCY LIABILITIES" has the meaning specified in Regulation D
     of the Board of Governors of the Federal Reserve System, as in effect from
     time to time.

          "EURODOLLAR LENDING OFFICE" means, with respect to any Lender, the
     office of such Lender specified as its "Eurodollar Lending Office" opposite
     its name on Schedule I hereto or in the Assignment and Acceptance pursuant
     to which it became a Lender (or, if no such office is specified, its
     Domestic Lending Office), or such other office of such Lender as such
     Lender may from time to time specify to the Borrower and the Administrative
     Agent.

          "EURODOLLAR RATE" means, for any Interest Period for any Eurodollar
     Rate Advance, an interest rate per annum equal to the rate per annum
     obtained by dividing (a) the rate per annum (rounded upwards, if necessary,
     to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any
     successor page) as the London interbank offered rate for deposits in U.S.
     dollars at 11:00 A.M. (London time) two Business Days before the first day
     of such Interest Period for a period equal to such Interest Period
     (provided that, if for any reason such rate is not available, the term
     "Eurodollar Rate" shall mean, for any Interest Period for any Eurodollar
     Rate Advance, the rate per annum (rounded upwards, if necessary, to the
     nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
     interbank offered rate for deposits in U.S. dollars at approximately 11:00
     A.M. (London time) two Business Days prior to the first day of such
     Interest Period for a term comparable to such Interest Period; provided,
     however, if more than one rate is specified on Reuters Screen LIBO Page,
     the applicable rate shall be the arithmetic mean of all such rates), by (b)
     a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for
     such Interest Period.

          "EURODOLLAR RATE ADVANCE" means an Advance that bears interest as
     provided in Section 2.05(a)(ii).

          "EURODOLLAR RATE RESERVE PERCENTAGE" for any Interest Period for any
     Eurodollar Rate Advance means the reserve percentage applicable two
     Business Days before the first day of such Interest Period under
     regulations issued from time to time by the Board of Governors of the
     Federal Reserve System (or any successor) for determining the maximum
     reserve requirement (including, without limitation, any emergency,
     supplemental or other marginal reserve requirement) for a member bank of
     the Federal Reserve System in New York City with respect to liabilities or
     assets consisting of or including Eurocurrency Liabilities (or with respect
     to any other category of liabilities that includes deposits by reference to
     which the interest rate on Eurodollar Rate Advances is determined) having a
     term equal to such Interest Period.

          "EVENTS OF DEFAULT" has the meaning specified in Section 6.01.

          "EXCESS CASH FLOW" has the meaning set forth in the First Lien Senior
     Credit Facilities as in effect on the date hereof.

          "EXCESS CASH INVESTMENT" means the investment made in cash on the
     Effective Date by the Borrower from its excess cash on hand in the common
     equity or Debt of AcquisitionCo in an amount not less than $130,000,000.

<PAGE>

          "EXISTING DEBT" means Debt of each Loan Party and its Subsidiaries
     outstanding immediately before the occurrence of the Effective Date.

          "FACILITY" means, at any time, the aggregate amount of the Lenders'
     Commitments at such time.

          "FEDERAL FUNDS RATE" means, for any period, a fluctuating interest
     rate per annum equal for each day during such period to the weighted
     average of the rates on overnight Federal funds transactions with members
     of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for the next
     preceding Business Day) by the Federal Reserve Bank of New York, or, if
     such rate is not so published for any day that is a Business Day, the
     average of the quotations for such day for such transactions received by
     the Administrative Agent from three Federal funds brokers of recognized
     standing selected by it.

          "FEE LETTER" means the third amended and restated fee letter dated
     December 14, 2005 among the Borrower , the Administrative Agent and the
     Arranger, as amended.

          "FIRST LIEN OBLIGATIONS" shall have the meaning assigned to the term
     "Obligations" in the First Lien Senior Credit Facilities.

          "FIRST LIEN REPRESENTATIVE" shall have the meaning assigned to such
     term in the Intercreditor Agreement.

          "FIRST LIEN SENIOR CREDIT FACILITIES" has the meaning specified in the
     Preliminary Statements.

          "FISCAL YEAR" means a fiscal year of the Borrower and its Consolidated
     Subsidiaries ending on December 31 in any calendar year.

          "FOREIGN BENEFIT ARRANGEMENT" has the meaning specified in Section
     4.01(o)(v).

          "FOREIGN PLAN" has the meaning specified in Section 4.01(o)(v).

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

          "FUNDED DEBT" of any Person means Debt of such Person that by its
     terms matures more than one year after the date of determination or matures
     within one year from such date but is renewable or extendible, at the
     option of such Person, to a date more than one year after such date or
     arises under a revolving credit or similar agreement that obligates the
     lender or lenders to extend credit during a period of more than one year
     after such date, excluding all amounts of Funded Debt of such Person
     required to be paid or prepaid within one year after the date of
     determination.

          "GAAP" has the meaning specified in Section 1.03.

          "GOVERNMENTAL AUTHORITY" means any nation or government, any state,
     province, city, municipal entity or other political subdivision thereof,
     and any governmental, executive, legislative, judicial, administrative or
     regulatory agency, department, authority, instrumentality,

<PAGE>

     commission, board, bureau or similar body, whether federal, state,
     provincial, territorial, local or foreign.

          "GOVERNMENTAL AUTHORIZATION" means any authorization, approval,
     consent, franchise, license, covenant, order, ruling, permit,
     certification, exemption, notice, declaration or similar right, undertaking
     or other action of, to or by, or any filing, qualification or registration
     with, any Governmental Authority.

          "GRANTING LENDER" has the meaning specified in Section 9.07(k).

          "GUARANTEED DEBT" means, with respect to any Person, any obligation or
     arrangement of such Person to guarantee any Debt, leases, dividends or
     other payment obligations ("PRIMARY OBLIGATIONS") of any other Person (the
     "PRIMARY obligor") in any manner, whether directly or indirectly,
     including, without limitation, (a) the direct or indirect guarantee,
     endorsement (other than for collection or deposit in the ordinary course of
     business), co making, discounting with recourse or sale with recourse by
     such Person of the obligation of a primary obligor, (b) the obligation to
     make take-or-pay or similar payments, if required, regardless of
     nonperformance by any other party or parties to an agreement or (c) any
     obligation of such Person, whether or not contingent, (i) to purchase any
     such primary obligation or any property constituting direct or indirect
     security therefor, (ii) to advance or supply funds (A) for the purchase or
     payment of any such primary obligation or (B) to maintain working capital
     or equity capital of the primary obligor or otherwise to maintain the net
     worth or solvency of the primary obligor, (iii) to purchase property,
     assets, securities or services primarily for the purpose of assuring the
     owner of any such primary obligation of the ability of the primary obligor
     to make payment of such primary obligation or (iv) otherwise to assure or
     hold harmless the holder of such primary obligation against loss in respect
     thereof. The amount of any Guaranteed Debt shall be deemed to be an amount
     equal to the stated or determinable amount of the primary obligation in
     respect of which such Guaranteed Debt is made (or, if less, the maximum
     amount of such primary obligation for which such Person may be liable
     pursuant to the terms of the instrument evidencing such Guaranteed Debt)
     or, if not stated or determinable, the maximum reasonably anticipated
     liability in respect thereof (assuming such Person is required to perform
     thereunder), as determined by such Person in good faith.

          "GUARANTEED OBLIGATIONS" has the meaning specified in Section 8.01.

          "GUARANTORS" means the Subsidiaries of the Borrower listed on Schedule
     II hereto (which, for the avoidance of doubt shall not include the Company
     or the Subsidiaries of the Company listed on Schedule V hereto) and each
     other Subsidiary of the Borrower that shall be required to execute and
     deliver a guaranty or guaranty supplement pursuant to Section 5.01(j).

          "GUARANTY" means the guaranty set forth in Article VIII together with
     each other guaranty and guaranty supplement delivered pursuant to Section
     5.01(j), in each case as amended, amended and restated, modified or
     otherwise supplemented.

          "GUARANTY SUPPLEMENT" has the meaning specified in Section 8.07.

          "HAZARDOUS MATERIALS" means (a) petroleum or petroleum products,
     by-products or breakdown products, radioactive materials,
     asbestos-containing materials, polychlorinated biphenyls, toxic mold and
     radon gas and (b) any other chemicals, materials or substances designated,
     classified or regulated as hazardous or toxic or as a pollutant or
     contaminant under any Environmental Law.

<PAGE>

          "HEDGE AGREEMENTS" means interest rate, commodity or currency swap,
     cap or collar agreements, interest rate future or option contracts,
     currency swap agreements, currency future or option contracts and other
     hedging agreements (including, without limitation, all "swap agreements" as
     defined in 11 U.S.C. Section 101).

          "INDEMNIFIED PARTY" has the meaning specified in Section 9.04(b).

          "INFORMATION MEMORANDUM" means the information memorandum dated
     October 2005 used by the Arranger in connection with the syndication of the
     Commitments.

          "INITIAL EXTENSION OF CREDIT" means the Advances made by the Lenders
     on the Effective Date.

          "INITIAL LENDERS" means the banks, financial institutions and other
     institutional lenders listed on the signature pages hereof as the Initial
     Lenders.

          "INSUFFICIENCY" means, with respect to any Plan, the amount, if any,
     of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of
     ERISA.

          "INTELLECTUAL PROPERTY SECURITY AGREEMENT" has the meaning specified
     in the Security Agreement.

          "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement, in
     substantially the form of Exhibit G hereto, between the Collateral Agent
     and the collateral agent for the First Lien Senior Credit Facilities and
     acknowledged by the Borrower, as amended.

          "INTEREST PERIOD" means, for each Eurodollar Rate Advance, the period
     commencing on the date of such Eurodollar Rate Advance or the date of the
     Conversion of any Base Rate Advance into such Eurodollar Rate Advance, and
     ending on the last day of the period selected by the Borrower pursuant to
     the provisions below and, thereafter, each subsequent period commencing on
     the last day of the immediately preceding Interest Period and ending on the
     last day of the period selected by the Borrower pursuant to the provisions
     below. The duration of each such Interest Period shall be one, two, three,
     six or, if available to all Lenders of such Eurodollar Rate Advance, nine
     or twelve months, as the Borrower may, upon notice received by the
     Administrative Agent not later than 11:00 A.M. (Charlotte, North Carolina
     time) on the third Business Day prior to the first day of such Interest
     Period, select; provided, however, that:

               (a) the Borrower may not select any Interest Period with respect
          to any Eurodollar Rate Advance under the Facility that ends after the
          applicable Termination Date for the Facility;

               (b) whenever the last day of any Interest Period would otherwise
          occur on a day other than a Business Day, the last day of such
          Interest Period shall be extended to occur on the next succeeding
          Business Day, provided, however, that, if such extension would cause
          the last day of such Interest Period to occur in the next following
          calendar month, the last day of such Interest Period shall occur on
          the next preceding Business Day; and

               (c) whenever the first day of any Interest Period occurs on a day
          of an initial calendar month for which there is no numerically
          corresponding day in the calendar month that succeeds such initial
          calendar month by the number of months equal to the

<PAGE>

          number of months in such Interest Period, such Interest Period shall
          end on the last Business Day of such succeeding calendar month.

          "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
     amended from time to time, and the regulations promulgated and rulings
     issued thereunder.

          "INVENTORY" has the meaning specified in Section 1(b) of the Security
     Agreement.

          "INVESTMENT" means any loan or advance to any Person, any purchase or
     other acquisition of any Equity Interests or Debt or the assets comprising
     a division or business unit or a substantial part or all of the business of
     any Person which does not constitute a Capital Expenditure, any capital
     contribution to any Person or any other direct or indirect investment in
     any Person, including, without limitation, any acquisition by way of a
     merger or consolidation (or similar transaction) and any arrangement
     pursuant to which the investor incurs Debt of the types referred to in
     clause (i) or (j) of the definition of "DEBT" in respect of any Person.

          "ISDA MASTER AGREEMENT" means the Master Agreement
     (Multicurrency-Cross Border) published by the International Swap and
     Derivatives Association, Inc., as in effect from time to time.

          "LENDERS" means the Initial Lenders and each Person that shall become
     a Lender hereunder pursuant to Section 9.07 for so long as such Initial
     Lender or Person, as the case may be, shall be a party to this Agreement.

          "LIEN" means any lien, security interest or other charge or
     encumbrance of any kind, or any other type of preferential arrangement,
     including, without limitation, the lien or retained security title of a
     conditional vendor and any easement, right of way or other encumbrance on
     title to real property.

          "LOAN DOCUMENTS" means (a) this Agreement (including the Guaranty),
     (b) the Notes, (c) the Collateral Documents, (d) the Fee Letter, and (e)
     the Intercreditor Agreement, in each case as amended.

          "LOAN PARTIES" means the Borrower and the Guarantors.

          "MARGIN STOCK" has the meaning specified in Regulation U.

          "MATERIAL ADVERSE CHANGE" means (a) any event, condition or
     circumstance, individually or in the aggregate, that has had, or could
     reasonably be expected to have, a material adverse effect on the business,
     properties, assets, operations or financial condition of the Borrower and
     its subsidiaries, taken as a whole, or (b) an effect, event, occurrence,
     state of facts, or development that is or would reasonably be expected to
     be, in each case, individually or together with any other effect, event,
     occurrence, state of facts, or development, materially adverse, (i) as to
     the Company, to the assets, liabilities, financial condition, or results of
     operations of the Company and the Subsidiaries taken as a whole or (ii) as
     to a party to the Purchase Agreement, on the ability of such party to
     perform its obligations under the Purchase Agreement or consummate the
     Acquisition; provided, that none of the following shall be deemed, either
     alone or in combination, to constitute, and none of the following shall be
     taken into account in determining whether there has been or shall be, a
     Material Adverse Change to the extent such changes or effects do not result
     from or relate to or are not exacerbated by any failure to comply with any
     "Law" (as defined in the Purchase Agreement) by any of the Seller and its
     "Affiliates"

<PAGE>

     (as defined in the Purchase Agreement); any adverse change, effect, event,
     occurrence, state of facts, or development caused by (A) the execution or
     delivery of the Purchase Agreement by the parties thereto or the public
     announcement of the identity of the Borrower as purchaser under the
     Purchase Agreement or the Transactions (as defined in the Purchase
     Agreement); (B) conditions affecting the industry in which the Company or
     any of its Subsidiaries participate, the United States economy as a whole,
     or the capital markets in general, which do not disproportionately impact
     the Company and its Subsidiaries taken as a whole; (C) an act of terrorism,
     or an escalation of war, or hostilities involving the United States which
     do not disproportionately impact the Company and its Subsidiaries taken as
     a whole; or (D) a change in GAAP after the date of the Purchase Agreement
     which does not disproportionately impact the Company and its Subsidiaries
     taken as a whole. Solely for purposes of this definition, the term
     "Subsidiaries" shall have the meaning ascribed thereto in the Purchase
     Agreement.

          "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
     business, properties, assets, operations or financial condition of the
     Borrower and its Subsidiaries, taken as a whole, (b) the rights and
     remedies of any Agent or any Lender under any Transaction Document or (c)
     the ability of any Loan Party to perform its obligations under any
     Transaction Document to which it is or is to be a party.

          "MATERIAL CONTRACT" means, with respect to any Person, each contract
     to which such Person is a party involving aggregate consideration
     reasonably expected to be payable to or by such Person of $12,500,000 or
     more during any Fiscal Year.

          "MEASUREMENT PERIOD" means, at any date of determination, the most
     recently completed four consecutive fiscal quarters of the Borrower ending
     on or prior to such date.

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

          "MORTGAGE POLICIES" has the meaning specified in Section
     3.01(a)(iii)(B).

          "MORTGAGES" has the meaning specified in Section 3.01(a)(iii).

          "MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in Section
     4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate is
     making or accruing an obligation to make contributions, or has or could
     reasonably be expected, under Title IV of ERISA, to have any other
     obligation or liability.

          "MULTIPLE EMPLOYER PLAN" means a single employer plan, as defined in
     Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any
     Loan Party or any ERISA Affiliate and at least one Person other than the
     Loan Parties and the ERISA Affiliates or (b) was so maintained and in
     respect of which any Loan Party or any ERISA Affiliate could be reasonably
     likely to have liability under Section 4064 or 4069 of ERISA in the event
     such plan has been or were to be terminated.

          "NET CASH PROCEEDS" means, with respect to (a) any sale, lease,
     transfer or other disposition of any asset of or by any Person or (b) the
     incurrence or issuance of any Debt by any Person or (c) the sale or
     issuance of any Equity Interests by (including, without limitation, any
     capital contribution to) any Person or (d) any Casualty Receipt received by
     or paid to or for the account of any Person, the aggregate amount of cash
     received from time to time (whether as initial consideration or through
     payment or disposition of deferred consideration) by or on behalf of such
     Person in connection with such transaction after deducting therefrom only
     (without

<PAGE>

     duplication) (i) reasonable and customary brokerage commissions,
     underwriting fees and discounts, legal fees, finder's fees and other
     similar fees and commissions, (ii) the amount of taxes payable in
     connection with or as a result of such transaction and (iii) the amount of
     any Debt secured by a Lien on such asset that, by the terms of the
     agreement or instrument governing such Debt, is required to be repaid upon
     the consummation of such transaction (including interest, premium and other
     amounts required to be paid in connection therewith), in each case to the
     extent, but only to the extent, that the amounts so deducted are, at the
     time of receipt of such cash, actually paid to a Person that is not an
     Affiliate of such Person or any Loan Party or any Affiliate of any Loan
     Party and are properly attributable to such transaction or to the asset
     that is the subject thereof; provided, however, that in the case of taxes
     that are deductible under clause (ii) above but for the fact that, at the
     time of receipt of such cash, such taxes have not been actually paid or are
     not then payable, such Loan Party or such Subsidiary may deduct an amount
     (the "RESERVED AMOUNT") equal to the amount reserved in accordance with
     GAAP for such Loan Party's or such Subsidiary's reasonable estimate of such
     taxes, other than taxes for which such Loan Party or such Subsidiary is
     indemnified, provided further, however, that, at the time such taxes are
     paid, an amount equal to the amount, if any, by which the Reserved Amount
     for such taxes exceeds the amount of such taxes actually paid shall
     constitute "Net Cash Proceeds" of the type for which such taxes were
     reserved for all purposes hereunder; provided further that Net Cash
     Proceeds shall not include any cash receipts from any transaction described
     in clause (a) or (d) above to the extent (A) such cash receipts are
     reinvested in the business of the Borrower and its Subsidiaries (including
     through the purchase of at least a majority of the Equity Interests in a
     Person engaged in the businesses engaged in by the Borrower and its
     Subsidiaries or businesses reasonably related or ancillary thereto) within
     270 days after the date of receipt thereof or (B) the proceeds of such cash
     receipts (individually or in the aggregate) from any such transaction shall
     not exceed $1,000,000.

          "NEW OWNED PROPERTY" has the meaning specified in Section 5.01(j).

          "NOTE" means a promissory note of the Borrower payable to the order of
     any Lender, in substantially the form of Exhibit A hereto, evidencing the
     indebtedness of the Borrower to such Lender resulting from the Advance made
     by such Lender, as amended, endorsed or replaced.

          "NOTICE OF BORROWING" has the meaning specified in Section 2.02(a).

          "NPL" means the National Priorities List under CERCLA.

          "OBLIGATION" means the obligations of any Loan Party under the Loan
     Documents, including (a) the obligation to pay principal, interest,
     reimbursement amounts, charges, expenses, fees, attorneys' fees and
     disbursements, indemnities and other amounts payable by such Loan Party
     under any Loan Document and (b) the obligation of such Loan Party to
     reimburse any amount in respect of any of the foregoing that any Lender, in
     its sole discretion, may elect to pay or advance on behalf of such Loan
     Party.

          "OTHER TAXES" has the meaning specified in Section 2.10(b).

          "OWNED REAL PROPERTIES" means those properties listed in Schedule
     4.01(v) hereto.

          "PATRIOT ACT" means the Uniting and Strengthening America by Providing
     Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
     Pub. L. 107-56, signed into law October 26, 2001.

<PAGE>

          "PBGC" means the Pension Benefit Guaranty Corporation (or any
     successor).

          "PERMITTED ENCUMBRANCES" has the meaning specified in the Mortgages.

          "PERMITTED LIENS" means each of the following: (a) Liens for taxes,
     assessments and governmental charges or levies to the extent not required
     to be paid under Section 5.01(b); (b) Liens imposed by law, such as
     materialmen's, mechanics', carriers', workmen's and repairmen's Liens and
     other similar Liens arising in the ordinary course of business securing
     obligations that (i) are not overdue for a period of more than 30 days or
     are being contested in good faith by appropriate proceedings diligently
     prosecuted and (ii) individually or together with all other Permitted Liens
     outstanding on any date of determination do not materially adversely affect
     the use of the property to which they relate; (c) pledges or deposits in
     the ordinary course of business to secure obligations under workers'
     compensation laws, unemployment insurance or similar legislation or to
     secure public or statutory obligations; (d) deposits to secure the
     performance of bids, trade contracts, governmental contracts and leases
     (other than Debt for Borrowed Money), statutory obligations, surety, stay,
     customs and appeal bonds, performance bonds and other obligations of a like
     nature (including those to secure health, safety and environmental
     obligations) in each case incurred in the ordinary course of business; (e)
     easements, rights-of-way, restrictions, encroachments, protrusions and
     other similar encumbrances and minor title defects affecting real property
     which, in the aggregate, do not in any case materially interfere with the
     ordinary conduct of the business of the Borrower or any Subsidiary of the
     Borrower; (f) Liens securing judgments for the payment of money not
     constituting an Event of Default under Section 6.01(g); (g) leases,
     licenses, subleases or sublicenses granted to others in the ordinary course
     of business which do not (i) interfere in any material respect with the
     business of the Borrower or any Subsidiary of the Borrower or (ii) secure
     any Debt; (h) Liens in favor of customs and revenue authorities arising as
     a matter of law to secure payment of customs duties in connection with the
     importation of goods in the ordinary course of business; (i) Liens
     representing any interest or title of a licensor, lessor or sub-licensor
     under any lease or license entered into by the Borrower or any of its
     Subsidiaries in the ordinary course of business; (j) Liens (i) on cash
     advances in favor of the seller of any property to be acquired in an
     Investment permitted pursuant to Sections 5.02(f)(ix) and (x) to be applied
     against the purchase price for such Investment, and (ii) consisting of an
     agreement to dispose of any property in a disposition permitted under
     Section 5.02(e), in each case, solely to the extent such Investment or
     disposition, as the case may be, would have been permitted on the date of
     the creation of such Lien; (k) Liens arising out of conditional sale, title
     retention, consignment or similar arrangements for sale of goods entered
     into by the Borrower or any of its Subsidiaries in the ordinary course of
     business permitted by this Agreement; (l) Liens that are contractual rights
     of set-off (i) relating to the establishment of depository relations with
     banks in the ordinary course of business that are not given in connection
     with the issuance of Debt, (ii) relating to pooled deposit or sweep
     accounts of the Borrower or any of its Subsidiaries to permit satisfaction
     of overdraft or similar obligations incurred in the ordinary course of
     business of Borrower and its Subsidiaries or (iii) relating to purchase
     orders and other agreements entered into with customers of the Borrower or
     any of its Subsidiaries in the ordinary course of business; and (m) Liens
     solely on any cash earnest money deposits made by the Borrower or any of
     its Subsidiaries in connection with any letter of intent or purchase
     agreement permitted hereunder.

          "PERSON" means an individual, partnership, corporation (including a
     business trust), limited liability company, joint stock company, trust,
     unincorporated association, joint venture or other entity, or a government
     or any political subdivision or agency thereof.

          "PLAN" means a Single Employer Plan or a Multiple Employer Plan.

<PAGE>

          "PLEDGED DEBT" has the meaning specified in the Security Agreement.

          "PLEDGED SHARES" has the meaning specified in the Security Agreement.

          "POST PETITION INTEREST" has the meaning specified in Section 8.08(b).

          "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of
     September 15, 2005, by and among the Borrower, AcquisitionCo, the Company
     and the Seller.

          "QUALIFIED EQUITY INTERESTS" means any Equity Interests that are not
     Disqualified Equity Interests.

          "RECEIVABLES" has the meaning specified in Section 1(c) of the
     Security Agreement.

          "REGISTER" has the meaning specified in Section 9.07(d).

          "REGULATION U" means Regulation U of the Board of Governors of the
     Federal Reserve System, as in effect from time to time.

          "RELATED DOCUMENTS" means the Purchase Agreement and the First Lien
     Senior Credit Facilities.

          "REQUIRED LENDERS" means, at any time, Lenders owed or holding at
     least a majority in interest of the sum of the aggregate principal amount
     of the Advances outstanding at such time; provided, however, that if any
     Lender shall be a Defaulting Lender at such time, there shall be excluded
     from the determination of Required Lenders at such time the aggregate
     principal amount of the Advances owing to such Lender (in its capacity as a
     Lender) and outstanding at such time.

          "RESPONSIBLE OFFICER" means any officer of any Loan Party or any of
     its Subsidiaries.

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

          "SECURED OBLIGATIONS" has the meaning specified in Section 2 of the
     Security Agreement.

          "SECURED PARTIES" means the Agents and the Lenders.

          "SECURITY AGREEMENT" has the meaning specified in Section
     3.01(a)(iii).

          "SECURITIES EXCHANGE ACT" means Securities Exchange Act of 1934, as
     amended from time to time

          "SELLER" has the meaning specified in the Preliminary Statements.

          "SENIOR SUBORDINATED CONVERTIBLE NOTES" means the senior subordinated
     convertible notes due 2035 issued by the Borrower pursuant to the Senior
     Subordinated Convertible Notes Indenture, as amended to the extent
     permitted under the Loan Documents.

          "SENIOR SUBORDINATED CONVERTIBLE NOTES INDENTURE" means the indenture
     dated as of February 2, 2005 between the Borrower and U.S. Bank National
     Association, as trustee, as amended to the extent permitted under the Loan
     Documents.

<PAGE>

          "SINGLE EMPLOYER PLAN" means a single employer plan, as defined in
     Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any
     Loan Party or any ERISA Affiliate and no Person other than the Loan Parties
     and the ERISA Affiliates or (b) was so maintained and in respect of which
     any Loan Party or any ERISA Affiliate could be reasonably likely to have
     liability under Section 4069 of ERISA in the event such plan has been or
     were to be terminated.

          "SOLVENT" and "SOLVENCY" mean, with respect to any Person on a
     particular date, that on such date (a) the fair value of the property of
     such Person is greater than the total amount of liabilities, including,
     without limitation, contingent liabilities, of such Person, (b) the present
     fair salable value of the assets of such Person is not less than the amount
     that will be required to pay the probable liability of such Person on its
     debts as they become absolute and matured, (c) such Person does not intend
     to, and does not believe that it will, incur debts or liabilities beyond
     such Person's ability to pay such debts and liabilities as they mature and
     (d) such Person is not engaged in business or a transaction, and is not
     about to engage in business or a transaction, for which such Person's
     property would constitute an unreasonably small capital. The amount of
     contingent liabilities at any time shall be computed as the amount that, in
     the light of all the facts and circumstances existing at such time,
     represents the amount that can reasonably be expected to become an actual
     or matured liability.

          "SPC" has the meaning specified in Section 9.07(k).

          "SUBORDINATED OBLIGATIONS" has the meaning specified in Section 8.08.

          "SUBSIDIARY" of any Person means any corporation, partnership, joint
     venture, limited liability company, trust, estate or other business entity
     of which a majority of the shares of securities or other interests having
     ordinary voting power for the election of directors or other governing body
     (other than securities or interests having such power only by reason of the
     happening of a contingency) are at the time beneficially owned, or the
     management of which is otherwise controlled, directly, or indirectly
     through one or more intermediaries, or both, by such Person.

          "SUPPLEMENTAL COLLATERAL AGENT" has the meaning specified in Section
     7.01(c).

          "SURVIVING DEBT" means Debt of each Loan Party and its Subsidiaries
     outstanding immediately before and after giving effect to the Initial
     Extension of Credit.

          "SYNTHETIC DEBT" means, with respect to any Person, without
     duplication of any clause within the definition of 'Debt," all obligations
     of such Person that do not appear as indebtedness or liabilities on the
     balance sheet of such Person in respect of transactions entered into by
     such Person that are intended to function primarily as a financing or a
     borrowing of funds or that, upon the insolvency or bankruptcy of such
     Person or otherwise upon application of any Bankruptcy Law to such Person,
     would be characterized as indebtedness of such Person (without regard to
     accounting treatment), including, without limitation, under any lease that
     is treated as an operating lease for financial accounting purposes and a
     financing lease for tax purposes (i.e., a "synthetic lease").

          "TAXES" has the meaning specified in Section 2.10(a).

          "TERMINATION DATE" means the earlier of (a) the date of termination in
     whole of the Commitments pursuant to Section 6.01 and (b) if, on November
     30, 2011, (i) any of the Senior

<PAGE>

     Subordinated Convertible Notes shall remain outstanding, November 30, 2011
     or (ii) the Senior Subordinated Convertible Notes shall have been repaid in
     full, March 3, 2012.

          "TOTAL LEVERAGE RATIO" means, at any date of determination, the ratio
     of (a) Consolidated total Debt for Borrowed Money of the Borrower and its
     Subsidiaries at such date to (b) Consolidated EBITDA of the Borrower and
     its Subsidiaries for the most recently completed Measurement Period.

          "TRANSACTION" means the Acquisition and the other transactions
     contemplated by the Transaction Documents.

          "TRANSACTION DOCUMENTS" means, collectively, the Loan Documents and
     the Related Documents.

          "TYPE" refers to the distinction between Advances bearing interest
     based on the Base Rate and Advances bearing interest based on the
     Eurodollar Rate.

          "VOTING INTERESTS" means shares of capital stock issued by a
     corporation, or equivalent Equity Interests in any other Person, the
     holders of which are ordinarily, in the absence of contingencies, entitled
     to vote for the election of directors (or persons performing similar
     functions) of such Person, even if the right so to vote has been suspended
     by the happening of such a contingency.

          "WACHOVIA" has the meaning specified in the Preliminary Statements.

          "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any Debt at
     any date, the number of years obtained by dividing: (a) the sum of the
     products of (i) the amount of each then remaining installment, sinking
     fund, serial maturity or other required payments of principal, including
     payment at final maturity, in respect thereof, multiplied by (ii) the
     number of years, calculated to the nearest one-twelfth, that will elapse
     between such date and the making of such payment, by (b) the then
     outstanding principal amount of such Debt.

          "WELFARE PLAN" means a welfare plan, as defined in Section 3(1) of
     ERISA, that is maintained for employees of any Loan Party or in respect of
     which any Loan Party could be reasonably likely to have liability.

          "WITHDRAWAL LIABILITY" has the meaning specified in Part I of Subtitle
     E of Title IV of ERISA.

     SECTION 1.02. Computation of Time Periods; Other Definitional Provisions.
In this Agreement and the other Loan Documents in the computation of periods of
time from a specified date to a later specified date, the word "FROM" means
"from and including" and the words "TO" and "UNTIL" each mean "to but
excluding". References in the Loan Documents to any agreement or contract "AS
AMENDED" shall mean and be a reference to such agreement or contract as amended,
amended and restated, supplemented or otherwise modified from time to time in
accordance with its terms.

     SECTION 1.03. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles as in effect from time to time ("GAAP"). Except as
otherwise expressly provided herein, all terms of an accounting or financial
nature
<PAGE>

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

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

     SECTION 2.01. The Advances. Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make a single advance (an "ADVANCE") to the
Borrower on the Effective Date in an amount not to exceed such Lender's
Commitment at such time, consisting of Advances made simultaneously by the
Lenders ratably according to their Commitments. Amounts borrowed under this
Section 2.01 and repaid or prepaid may not be reborrowed.

     SECTION 2.02. Making the Advances. (a) The Advances shall be made on
notice, given not later than 11:00 A.M. (Charlotte, North Carolina time) on the
Effective Date, by the Borrower to the Administrative Agent, which shall give to
each Lender prompt notice thereof. Such notice by the Borrower (a "NOTICE OF
BORROWING") shall be in writing, or by telephone, confirmed immediately in
writing, or telex or telecopier, in substantially the form of Exhibit B hereto,
specifying therein the requested aggregate amount of the Advances to be made on
the Effective Date. The Advances made on the Effective Date shall initially be
Base Rate Advances. Each Lender shall, before 12:00 Noon (Charlotte, North
Carolina time) on the Effective Date, make available for the account of its
Applicable Lending Office to the Administrative Agent at the Administrative
Agent's Account, in same day funds, such Lender's ratable portion of such
Advances in accordance with such Lender's Commitment. After the Administrative
Agent's receipt of such funds and upon fulfillment of the applicable conditions
set forth in Article III, the Administrative Agent will make such funds
available to the Borrower by crediting the Borrower's Account or by wire
transfer of such funds to an account specified by the Borrower.

          (b) Anything in subsection (a) above to the contrary notwithstanding,
the Borrower may not select Eurodollar Rate Advances if the obligation of the
Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to
Section 2.07(b)(ii) or 2.08(c) or (d).

          (c) Unless the Administrative Agent shall have received written notice
from a Lender prior to the Effective Date that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of the
Advances, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the Effective Date in
accordance with subsection (a) of this Section 2.02 and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that such Lender shall not
have so made such ratable portion available to the Administrative Agent on the
Effective Date, such Lender agrees to pay to the Administrative Agent forthwith
on demand such corresponding amount and to pay interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid or paid to the Administrative Agent, at the Federal Funds Rate.
In the event such Lender does not pay such amount to the Administrative Agent
within three Business Days, the Borrower shall repay such amount to the
Administrative Agent with interest thereon

<PAGE>

for each day from the date such amount is made available to the Borrower until
the date such amount is repaid or paid to the Administrative Agent at the
interest rate applicable to Base Rate Advances. If such Lender shall pay to the
Administrative Agent such corresponding amount, such amount so paid shall
constitute such Lender's Advance for all purposes.

          (d) The failure of any Lender to make the Advance to be made by it on
the Effective Date shall not relieve any other Lender of its obligation, if any,
hereunder to make its Advance on the Effective Date, but no Lender shall be
responsible for the failure of any other Lender to make the Advance to be made
by such other Lender on the Effective Date.

     SECTION 2.03. Repayment of Advances. The Borrower shall repay to the
Administrative Agent for the ratable account of the Lenders the aggregate
outstanding principal amount of the Advances on the Termination Date.

     SECTION 2.04. Prepayments. (a) Optional. Subject to the prior payment in
full of the First Lien Obligations (provided that outstanding letters of credit
under the First Lien Senior Credit Facilities shall be deemed paid when cash
collateralized as provided therein) and the termination of the First Lien Senior
Credit Facilities, the Borrower may, upon at least one Business Day's notice in
the case of Base Rate Advances and three Business Days' notice in the case of
Eurodollar Rate Advances, in each case to the Administrative Agent stating the
proposed date and aggregate principal amount of the prepayment, and if such
notice is given the Borrower shall, prepay the outstanding aggregate principal
amount of the Advances in whole or ratably in part, together with (i) accrued
interest to the date of such prepayment on the aggregate principal amount
prepaid and (ii) any prepayment premium payable pursuant to clause (c) of this
Section 2.04; provided, however, that (A) each partial prepayment shall be in an
aggregate principal amount of $1,000,000 or an integral multiple of $250,000 in
excess thereof and (B) if any prepayment of a Eurodollar Rate Advance is made on
a date other than the last day of an Interest Period for such Advance, the
Borrower shall also pay any amounts owing pursuant to Section 9.04(c).

          (b) Mandatory. Subject to the provisions of the Intercreditor
Agreement but only following the payment in full of the First Lien Obligations
(provided that outstanding letters of credit under the First Lien Senior Credit
Facilities shall be deemed paid when cash collateralized as provided therein)
and the termination of the First Lien Senior Credit Facilities:

          (i) The Borrower shall, on the 90th day following the end of each
Fiscal Year, beginning with the Fiscal Year in which the First Lien Obligations
have been paid in full and the First Lien Senior Credit Facilities have been
terminated (provided that outstanding letters of credit under the First Lien
Senior Credit Facilities shall be deemed paid when cash collateralized as
provided therein), prepay an aggregate principal amount of the Advances in an
amount equal to, (A) at any time when the Total Leverage Ratio is greater than
or equal to 4.00:1.00, 75% of the amount of Excess Cash Flow for such Fiscal
Year, (B) at any time when the Total Leverage Ratio is greater than or equal to
3.50:1.00 and less than 4.00:1.00, 50% of the amount of Excess Cash Flow for
such Fiscal Year, (C) at any time when the Total Leverage Ratio is greater than
or equal to 3.00:1.00 and less than 3.50:1.00, 25% of the amount of Excess Cash
Flow for such Fiscal Year and (D) at any time when the Total Leverage Ratio is
less than 3.00:1.00, 0% of the amount of Excess Cash Flow for such Fiscal Year.

          (ii) The Borrower shall, on the date of receipt of any Net Cash
Proceeds by any Loan Party or any of its Subsidiaries, in each case after the
First Lien Obligations have been paid in full and the First Lien Senior Credit
Facilities have been terminated (provided that outstanding letters of credit
under the First Lien Senior Credit Facilities shall be deemed paid when cash
collateralized as provided therein), from (A) the sale, lease, transfer or other
disposition of any assets of any Loan Party or any of its Subsidiaries (other
than any sale, lease, transfer or other disposition of assets pursuant to
clauses (i)

<PAGE>

through (viii) of Section 5.02(e)), (B) the incurrence or issuance by any Loan
Party or any of its Subsidiaries of any Debt (other than Debt incurred or issued
pursuant to Section 5.02(b)), (C) the issuance of any class of equity, (D) any
capital contribution and (E) any Casualty Receipt received by or paid to or for
the account of any Loan Party or any of its Subsidiaries, prepay an aggregate
principal amount of the Advances in an amount equal to (x) 100% of the amount of
such Net Cash Proceeds in the case of clauses (A), (B) and (E), and (y) 50% of
the amount of such Net Cash Proceeds, in the case of clauses (C) and (D). No
prepayment made with Net Cash Proceeds received as a result of a transaction not
permitted by Section 5.02(b), (e) or (g)(i) shall be deemed either to cure any
Default resulting from a breach of Section 5.02(b), (e) or (g)(i) or to waive
any Lender's rights and remedies in connection therewith.

          (iii) All prepayments under this subsection (b) shall be made together
with (A) accrued interest to the date of such prepayment on the principal amount
prepaid, (B) any amounts owing pursuant to Section 9.04(c), and (C) any
prepayment premium payable pursuant to clause (c) of this Section 2.04. If any
payment of Eurodollar Rate Advances otherwise required to be made under this
Section 2.04(b) would be made on a day other than the last day of the applicable
Interest Period therefor, the Borrower may direct the Administrative Agent to
(and if so directed, the Administrative Agent shall) deposit such payment in the
Collateral Account until the last day of the applicable Interest Period at which
time the Administrative Agent shall apply the amount of such payment to the
prepayment of such Advances; provided, however, that such Advances shall
continue to bear interest as set forth in Section 2.05 until the last day of the
applicable Interest Period therefor.

          (c) Call Premium. In the event that all or any portion of the Facility
is repaid prior to the second anniversary of the Effective Date, such repayments
shall be accompanied by a prepayment fee equal to (a) 2.00% of the principal
amount repaid if such prepayment occurs prior to the first anniversary of the
Effective Date, and (b) 1.00% of the principal amount repaid if such repayments
occurs on or after the first anniversary of the Effective Date but prior to the
second anniversary of the Effective Date.

     SECTION 2.05. Interest. (a) Scheduled Interest. The Borrower shall pay
interest on the unpaid principal amount of each Advance owing to each Lender
from the date of such Advance until such principal amount shall be paid in full,
at the following rates per annum:

          (i) Base Rate Advances. During such periods as such Advance is a Base
     Rate Advance, a rate per annum equal at all times to the sum of (A) the
     Base Rate in effect from time to time plus (B) the Applicable Margin in
     effect from time to time, payable in arrears quarterly on the last day of
     each March, June, September and December during such periods and on the
     date such Base Rate Advance shall be Converted or paid in full.

          (ii) Eurodollar Rate Advances. During such periods as such Advance is
     a Eurodollar Rate Advance, a rate per annum equal at all times during each
     Interest Period for such Advance to the sum of (A) the Eurodollar Rate for
     such Interest Period for such Advance plus (B) the Applicable Margin in
     effect on the first day of such Interest Period, payable in arrears on the
     last day of such Interest Period and, if such Interest Period has a
     duration of more than three months, on each day that occurs during such
     Interest Period every three months from the first day of such Interest
     Period and on the date such Eurodollar Rate Advance shall be Converted or
     paid in full.

          (b) Default Interest. Upon the occurrence and during the continuance
of a Default under Section 6.01(a) or 6.01(f), the Administrative Agent may, and
upon the request of the Required Lenders shall, require that the Borrower pay
interest ("DEFAULT INTEREST") on (i) the unpaid principal amount of each Advance
owing to each Lender, payable in arrears on the dates referred to in clause (i)
or (ii) of Section 2.05(a), as applicable, and on demand, at a rate per annum
equal at all times to 2% per annum plus the rate per annum required to be paid
on such Advance pursuant to clause (i) or (ii) of

<PAGE>

Section 2.05(a), as applicable, and (ii) to the fullest extent permitted by
applicable law, the amount of any interest, fee or other amount payable under
this Agreement or any other Loan Document to any Agent or any Lender that is not
paid when due, from the date such amount shall be due until such amount shall be
paid in full, payable in arrears on the date such amount shall be paid in full
and on demand, at a rate per annum equal at all times to 2% per annum plus the
rate per annum required to be paid, in the case of interest, on the Type of
Advance on which such interest has accrued pursuant to clause (i) or (ii) of
Section 2.05(a), as applicable, and, in all other cases, on Base Rate Advances
pursuant to clause (i) of Section 2.05(a); provided, however, that following the
acceleration of the Advances, or the giving of notice by the Agent to accelerate
the Advances, pursuant to Section 6.01, Default Interest shall accrue and be
payable hereunder whether or not previously required by the Administrative
Agent.

          (c) Notice of Interest Period and Interest Rate. Promptly after
receipt of a notice of Conversion pursuant to Section 2.07 or a notice of
selection of an Interest Period pursuant to the terms of the definition of
"Interest Period", the Administrative Agent shall give notice to the Borrower
and each Lender of the applicable Interest Period and the applicable interest
rate determined by the Administrative Agent for purposes of clause (a)(i) or
(a)(ii) above.

     SECTION 2.06. Fees. The Borrower shall pay to each Agent for its own
account such fees as may from time to time be agreed between the Borrower and
such Agent.

     SECTION 2.07. Conversion of Advances. (a) Optional. The Borrower may on any
Business Day, upon notice given to the Administrative Agent not later than 11:00
A.M. (Charlotte, North Carolina time) on the third Business Day prior to the
date of the proposed Conversion and subject to the provisions of Sections
2.08(c) or (d), Convert all or any portion of the Advances of one Type into
Advances of the other Type; provided, however, that any Conversion of Eurodollar
Rate Advances into Base Rate Advances shall be made only on the last day of an
Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate
Advances into Eurodollar Rate Advances shall be in an amount not less than
$1,000,000 and each Conversion of Advances shall be made ratably among the
Lenders in accordance with their Commitments under the Facility. Each such
notice of Conversion shall, within the restrictions specified above, specify (i)
the date of such Conversion, (ii) the Advances to be Converted and (iii) if such
Conversion is into Eurodollar Rate Advances, the duration of the initial
Interest Period for such Advances. Each notice of Conversion shall be
irrevocable and binding on the Borrower.

          (b) Mandatory. (i) If the Borrower shall fail to select the duration
of any Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Administrative Agent will forthwith so notify the Borrower and the Lenders,
whereupon each such Eurodollar Rate Advance will automatically, on the last day
of the then existing Interest Period therefor, Convert into a Base Rate Advance.

          (ii) Upon the occurrence and during the continuance of any Event of
Default, at the Administrative Agent's discretion, (A) each Eurodollar Rate
Advance will, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance and (B) the obligation of the Lenders to make,
or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

     SECTION 2.08. Increased Costs, Etc. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation after the date hereof or (ii) the compliance with any guideline or
request from any central bank or other governmental authority (whether or not
having the force of law) imposed or made or becoming effective after the date
hereof, there shall be any increase in the cost to any Lender of agreeing to
make or of making, funding or maintaining Eurodollar Rate Advances (excluding,
for purposes of this Section 2.08, any such increased costs resulting from (x)
Taxes or Other Taxes (as to which Section 2.10 shall govern) and (y) changes in
the basis of taxation of overall

<PAGE>

net income or overall gross income by the United States or by the foreign
jurisdiction or state under the laws of which such Lender is organized or has
its Applicable Lending Office or any political subdivision thereof), then the
Borrower shall from time to time, upon demand by such Lender (with a copy of
such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Lender additional amounts sufficient to compensate such
Lender for such increased cost; provided, however, that a Lender claiming
additional amounts under this Section 2.08(a) agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
designate a different Applicable Lending Office if the making of such a
designation would avoid the need for, or reduce the amount of, such increased
cost that may thereafter accrue and would not, in the reasonable judgment of
such Lender, be otherwise disadvantageous in any material respect to such
Lender. Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs incurred
more than 180 days prior to the date that such Lender notifies the Borrower of
the event giving rise to such increased costs and of such Lender's intention to
claim compensation therefor; provided further that, if the event giving rise to
such increased costs is retroactive, then the 180-day period referred to above
shall be extended to include the period of retroactive effect thereof. A
certificate as to the amount of such increased cost, submitted to the Borrower
by such Lender, shall be conclusive and binding for all purposes, absent
manifest error.

          (b) If, due to either (i) the introduction or effectiveness of or any
change in or in the interpretation of any law or regulation after the date
hereof or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law)
imposed or made or becoming effective after the date hereof, there shall be any
increase in the amount of capital required or expected to be maintained by any
Lender or any corporation controlling such Lender as a result of or based upon
the existence of such Lender's commitment to lend hereunder, then, upon demand
by such Lender or such corporation (with a copy of such demand to the
Administrative Agent), the Borrower shall pay to the Administrative Agent for
the account of such Lender, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender or such corporation in
the light of such circumstances, to the extent that such Lender reasonably
determines such increase in capital to be allocable to the existence of such
Lender's commitment to lend hereunder; provided, however, that a Lender claiming
additional amounts under this Section 2.08(b) agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
designate a different Applicable Lending Office if the making of such a
designation would avoid the need for, or reduce the amount of, such increased
cost that may thereafter accrue and would not, in the reasonable judgment of
such Lender, be otherwise disadvantageous in any material respect to such
Lender. Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs incurred
more than 180 days prior to the date that such Lender notifies the Borrower of
the event giving rise to such increase in capital and of such Lender's intention
to claim compensation therefor; provided further that if the event giving rise
to such increase in capital is retroactive, then the 180-day period referred to
above shall be extended to include the period of retroactive effect thereof. A
certificate as to such amounts submitted to the Borrower by such Lender shall be
conclusive and binding for all purposes, absent manifest error.

          (c) If, with respect to any Eurodollar Rate Advances under the
Facility, Lenders owed at least 51% of the then aggregate unpaid principal
amount thereof notify the Administrative Agent that the Eurodollar Rate for any
Interest Period for such Advances will not adequately reflect the cost to such
Lenders of making, funding or maintaining their Eurodollar Rate Advances for
such Interest Period, the Administrative Agent shall forthwith so notify the
Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance under
the Facility will automatically, on the last day of the then existing Interest
Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the
Lenders to make, or to

<PAGE>

Convert Advances into, Eurodollar Rate Advances shall be suspended until the
Administrative Agent shall notify the Borrower that such Lenders have determined
that the circumstances causing such suspension no longer exist.

          (d) Notwithstanding any other provision of this Agreement, if, after
the date hereof, the introduction or effectiveness of or any change in or in the
interpretation of any law or regulation shall make it unlawful, or any central
bank or other governmental authority shall assert that it is unlawful, for any
Lender or its Eurodollar Lending Office to perform its obligations hereunder to
make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate
Advances hereunder, then, on notice thereof and demand therefor by such Lender
to the Borrower through the Administrative Agent, (i) each Eurodollar Rate
Advance under the Facility will automatically, upon such demand, Convert into a
Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert
Advances into, Eurodollar Rate Advances shall be suspended until the
Administrative Agent shall notify the Borrower that such Lender has determined
that the circumstances causing such suspension no longer exist; provided,
however, that, before making any such demand, such Lender agrees to use
reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different Eurodollar Lending Office if the making
of such a designation would allow such Lender or its Eurodollar Lending Office
to continue to perform its obligations to make Eurodollar Rate Advances or to
continue to fund or maintain Eurodollar Rate Advances and would not, in the
judgment of such Lender, be otherwise disadvantageous in any material respect to
such Lender.

          (e) In the event that any Lender demands payment of costs or
additional amounts pursuant to Section 2.08 or Section 2.10 or asserts, pursuant
to Section 2.08(d), that it is unlawful for such Lender to make Eurodollar Rate
Advances or becomes a Defaulting Lender then the Borrower may, so long as no
Event of Default has occurred and is continuing and so long as such costs or
additional amounts are more than those charged by other Lenders, upon at least
10 days' prior written notice to such Lender and the Administrative Agent, elect
to cause such Lender to assign its Advances and Commitments in full to one or
more Persons selected by the Borrower so long as (i) each such Person satisfies
the criteria of an Eligible Assignee, (ii) such Lender receives payment in full
in cash of the outstanding principal amount of all Advances made by it and all
accrued and unpaid interest thereon and all other amounts due and payable to
such Lender as of the date of such assignment (including, without limitation,
amounts owing pursuant to Sections 2.08, 2.10, 2.13 and 9.04) and (c) each such
Lender assignee agrees to accept such assignment and to assume all obligations
of such Lender hereunder in accordance with Section 9.07.

     SECTION 2.09. Payments and Computations. (a) The Borrower shall make each
payment hereunder and under the other Loan Documents, irrespective of any right
of counterclaim or set-off (except as otherwise provided in Section 2.13), not
later than 12:00 Noon (Charlotte, North Carolina time) on the day when due in
U.S. dollars to the Administrative Agent at the Administrative Agent's Account
in same day funds, with payments being received by the Administrative Agent
after such time being deemed to have been received on the next succeeding
Business Day. The Administrative Agent will promptly thereafter cause like funds
to be distributed (i) if such payment by the Borrower is in respect of
principal, interest, commitment fees or any other Obligation then payable
hereunder and under the other Loan Documents to more than one Lender, to such
Lenders for the account of their respective Applicable Lending Offices ratably
in accordance with the amounts of such respective Obligations then payable to
such Lenders and (ii) if such payment by the Borrower is in respect of any
Obligation then payable hereunder to one Lender, to such Lender for the account
of its Applicable Lending Office, in each case to be applied in accordance with
the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance
and recording of the information contained therein in the Register pursuant to
Section 9.07(d), from and after the effective date of such Assignment and
Acceptance, the Administrative Agent shall make all payments hereunder and under
the other Loan Documents in respect of the interest

<PAGE>

assigned thereby to the Lender assignee thereunder, and the parties to such
Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.

          (b) The Borrower hereby authorizes each Lender and each of its
Affiliates, if and to the extent payment owed to such Lender is not made when
due hereunder or under the other Loan Documents to charge from time to time
after the occurrence and during the continuance of an Event of Default, to the
fullest extent permitted by law, against any or all of the Borrower's accounts
with such Lender or such Affiliate any amount so due.

          (c) All computations of interest based on Wachovia's prime rate shall
be made by the Administrative Agent on the basis of a year of 365 or 366 days,
as the case may be, and all computations of interest based on the Eurodollar
Rate or the Federal Funds Rate shall be made by the Administrative Agent on the
basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest, fees or commissions are payable. Each determination by the
Administrative Agent of an interest rate, fee or commission hereunder shall be
conclusive and binding for all purposes, absent manifest error.

          (d) Whenever any payment hereunder or under the other Loan Documents
shall be stated to be due on a day other than a Business Day, such payment shall
be made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of payment of interest; provided,
however, that, if such extension would cause payment of interest on or principal
of Eurodollar Rate Advances to be made in the next following calendar month,
such payment shall be made on the next preceding Business Day.

          (e) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due any Lender hereunder
that the Borrower will not make such payment in full, the Administrative Agent
may assume that the Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance upon such
assumption, cause to be distributed to each such Lender on such due date an
amount equal to the amount then due such Lender. If and to the extent the
Borrower shall not have so made such payment in full to the Administrative
Agent, each such Lender shall repay to the Administrative Agent forthwith on
demand such amount distributed to such Lender together with interest thereon,
for each day from the date such amount is distributed to such Lender until the
date such Lender repays such amount to the Administrative Agent, at the Federal
Funds Rate.

          (f) Whenever any payment received by the Administrative Agent under
this Agreement and any of the other Loan Documents is insufficient to pay in
full all amounts due and payable to the Agents and the Lenders under or in
respect of this Agreement and the other Loan Documents on any date, such payment
shall be distributed by the Administrative Agent and applied by the Agents and
the Lenders in the following order of priority:

          (i) first, to the payment of all of the fees, indemnification
     payments, costs and expenses that are due and payable to the Agents (solely
     in their respective capacities as Agents) under or in respect of this
     Agreement and the other Loan Documents on such date, ratably based upon the
     respective aggregate amounts of all such fees, indemnification payments,
     costs and expenses owing to the Agents on such date;

          (ii) second, to the payment of all of the indemnification payments,
     costs and expenses that are due and payable to the Lenders under Sections
     9.04 hereof, Section 23 of the Security Agreement and any similar section
     of any of the other Loan Documents on such date,

<PAGE>

     ratably based upon the respective aggregate amounts of all such
     indemnification payments, costs and expenses owing to the Lenders on such
     date;

          (iii) third, to the payment of all of the amounts that are due and
     payable to the Administrative Agent and the Lenders under Sections 2.08 and
     2.10 on such date, ratably based upon the respective aggregate amounts
     thereof owing to the Administrative Agent and the Lenders on such date;

          (iv) fourth, to the payment of all of the accrued and unpaid interest
     on the Obligations of the Borrower under or in respect of the Loan
     Documents that is due and payable to the Administrative Agent and the
     Lenders under Section 2.05(b) on such date, ratably based upon the
     respective aggregate amounts of all such interest owing to the
     Administrative Agent and the Lenders on such date;

          (v) fifth, to the payment of all of the accrued and unpaid interest on
     the Advances that is due and payable to the Administrative Agent and the
     Lenders under Section 2.05(a) on such date, ratably based upon the
     respective aggregate amounts of all such interest owing to the
     Administrative Agent and the Lenders on such date;

          (vi) sixth, to the payment of the principal amount of all of the
     outstanding Advances that is due and payable to the Administrative Agent
     and the Lenders on such date, ratably based upon the respective aggregate
     amounts of all such principal owing to the Administrative Agent and the
     Lenders on such date; and

          (vii) seventh, to the payment of all other Obligations of the Loan
     Parties owing under or in respect of the Loan Documents that are due and
     payable to the Administrative Agent and the other Secured Parties on such
     date, ratably based upon the respective aggregate amounts of all such
     Obligations owing to the Administrative Agent and the other Secured Parties
     on such date.

If the Administrative Agent receives funds for application to the Obligations of
the Loan Parties under or in respect of the Loan Documents under circumstances
for which the Loan Documents do not specify the Advances or the Facility to
which, or the manner in which, such funds are to be applied, the Administrative
Agent may, but shall not be obligated to, elect to distribute such funds to each
of the Lenders in accordance with such Lender's pro rata share of the aggregate
principal amount of all Advances outstanding at such time.

     SECTION 2.10. Taxes. (a) Any and all payments by any Loan Party to or for
the account of any Lender or any Agent hereunder or under the Notes or any other
Loan Document shall be made, in accordance with Section 2.09 or the applicable
provisions of such other Loan Document, if any, free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding (i)
in the case of each Lender and each Agent, taxes that are imposed on (or
measured by) its overall net income by the United States and taxes that are
imposed on (or measured by) its overall net income (including franchise taxes in
lieu thereof) by the state or foreign jurisdiction under the laws of which such
Lender or such Agent, as the case may be, is organized or in which its principal
office is located or any political subdivision thereof and, in the case of each
Lender, taxes that are imposed on (or measured by) its overall net income
(including franchise taxes in lieu thereof) by the state or foreign jurisdiction
of such Lender's Applicable Lending Office or any political subdivision thereof
and (ii) any branch profits taxes imposed by the United States (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities in respect of payments hereunder or under any other Loan Document
being hereinafter referred to as "TAXES"). If any Loan Party shall be required
by law to deduct any Taxes from or in respect of any sum payable hereunder

<PAGE>

or under any Note or any other Loan Document to any Lender or any Agent, (i) the
sum payable by such Loan Party shall be increased as may be necessary so that
after such Loan Party and the Administrative Agent have made all required
deductions (including deductions applicable to additional sums payable under
this Section 2.10) such Lender or such Agent, as the case may be, receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) such Loan Party shall make all such deductions and (iii) such Loan Party
shall pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

          (b) In addition, each Loan Party shall pay any present or future
stamp, documentary, excise, property, intangible, mortgage recording or similar
taxes, charges or levies that arise from any payment made by such Loan Party
hereunder or under any Notes or any other Loan Documents or from the execution,
delivery or registration of, performance under, or otherwise with respect to,
this Agreement, the Notes or the other Loan Documents (hereinafter referred to
as "OTHER TAXES").

          (c) The Loan Parties shall indemnify each Lender and each Agent for
and hold them harmless against the full amount of Taxes and Other Taxes imposed
on or paid by such Lender or such Agent (as the case may be) and any liability
(including penalties, additions to tax, interest and expenses) arising therefrom
or with respect thereto. This indemnification shall be made within 30 days from
the date such Lender or such Agent (as the case may be) makes written demand
therefor.

          (d) Within 30 days after the date of any payment of Taxes, the
appropriate Loan Party shall furnish to the Administrative Agent, at its address
referred to in Section 9.02, the original or a certified copy of a receipt
evidencing such payment, to the extent such a receipt is issued therefor, or
other written proof of payment thereof that is reasonably satisfactory to the
Administrative Agent. In the case of any payment hereunder or under the Notes or
the other Loan Documents by or on behalf of a Loan Party through an account or
branch outside the United States or by or on behalf of a Loan Party by a payor
that is not a United States person, if such Loan Party determines that no Taxes
are payable in respect thereof, such Loan Party shall furnish, or shall cause
such payor to furnish, to the Administrative Agent, at such address, an opinion
of counsel acceptable to the Administrative Agent stating that such payment is
exempt from Taxes. For purposes of subsections (d) and (e) of this Section 2.10,
the terms "UNITED STATES" and "UNITED STATES PERSON" shall have the meanings
specified in Section 7701 of the Internal Revenue Code.

          (e) Each Lender organized under the laws of a jurisdiction outside the
United States shall, on or prior to the date of its execution and delivery of
this Agreement in the case of each Initial Lender and on the date of the
Assignment and Acceptance pursuant to which it becomes a Lender in the case of
each other Lender, and from time to time thereafter as reasonably requested in
writing by the Borrower (but only so long thereafter as such Lender remains
lawfully able to do so), provide each of the Administrative Agent and the
Borrower with two original Internal Revenue Service Forms W-8BEN or W-8ECI (or
in the case of a Lender that has certified in writing to the Administrative
Agent that it is not (i) a "bank" as defined in Section 881(c)(3)(A) of the
Internal Revenue Code, (ii) a 10-percent shareholder (within the meaning of
Section 871(h)(3)(B) of the Internal Revenue Code) of any Loan Party or (iii) a
controlled foreign corporation related to any Loan Party (within the meaning of
Section 864(d)(4) of the Internal Revenue Code), Internal Revenue Service Form
W-8BEN), as appropriate, or any successor or other form prescribed by the
Internal Revenue Service, certifying that such Lender is exempt from or entitled
to a reduced rate of United States withholding tax on payments pursuant to this
Agreement or the Notes or any other Loan Document or, in the case of a Lender
that has certified that it is not a "bank" as described above, certifying that
such Lender is a foreign corporation, partnership, estate or trust. If the forms
provided by a Lender at the time such Lender first becomes a party to this
Agreement (or designates a new lending office) indicate a United States interest
withholding tax rate in excess of zero, withholding tax at such rate shall be
considered excluded from Taxes unless and until such

<PAGE>

Lender provides the appropriate forms certifying that a lesser rate applies,
whereupon withholding tax at such lesser rate only shall be considered excluded
from Taxes for periods governed by such forms; provided, however, that if, at
the effective date of the Assignment and Acceptance pursuant to which a Lender
becomes a party to this Agreement, the Lender assignor was entitled to payments
under subsection (a) of this Section 2.10 in respect of United States
withholding tax with respect to interest paid at such date, then, to such
extent, the term Taxes shall include (in addition to withholding taxes that may
be imposed in the future or other amounts otherwise includable in Taxes) United
States withholding tax, if any, applicable with respect to the Lender assignee
on such date. If any form or document referred to in this subsection (e)
requires the disclosure of information, other than information necessary to
compute the tax payable and information required on the date hereof by Internal
Revenue Service Form W-8BEN or W-8ECI or the related certificate described
above, that the applicable Lender reasonably considers to be confidential, such
Lender shall give notice thereof to the Borrower and shall not be obligated to
include in such form or document such confidential information.

          (f) For any period with respect to which a Lender required to do so
has failed to provide the Borrower with the appropriate form, certificate or
other document described in subsection (e) above (other than if such failure is
due to a change in law, or in the interpretation or application thereof,
occurring after the date on which a form, certificate or other document
originally was required to be provided or if such form, certificate or other
document otherwise is not required under subsection (e) above), such Lender
shall not be entitled to indemnification under subsection (a) or (c) of this
Section 2.10 with respect to Taxes imposed by the United States by reason of
such failure; provided, however, that should a Lender become subject to Taxes
because of its failure to deliver a form, certificate or other document required
to be delivered by it hereunder, the Loan Parties shall take such steps as such
Lender shall reasonably request to assist such Lender to recover such Taxes.

          (g) If any Lender or the Administrative Agent receives a refund in
respect of any amounts paid by the Borrower pursuant to this Section 2.10, which
refund in the sole discretion of such Lender or the Administrative Agent is
allocable to such payment, it shall promptly notify the Borrower of such refund
and shall, within 15 days after receipt, repay such refund to the Borrower net
of all out-of-pocket expenses of such Lender or the Administrative Agent;
provided, however, that the Borrower, upon the request of such Lender or the
Administrative Agent, agrees to repay the amount paid over to the Borrower to
such Lender or the Administrative Agent in the event such Lender or the
Administrative Agent is required to repay such refund.

          (h) Any Lender claiming any additional amounts payable pursuant to
this Section 2.10 agrees to use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions) to change the jurisdiction of its
Applicable Lending Office if the making of such a change would avoid the need
for, or reduce the amount of, any such additional amounts that may thereafter
accrue and would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous in any material respect to such Lender.

     SECTION 2.11. Sharing of Payments, Etc. If any Lender shall obtain at any
time any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise, other than as a result of an assignment pursuant
to Section 9.07) (a) on account of Obligations due and payable to such Lender
hereunder and under the Notes and the other Loan Documents at such time in
excess of its ratable share (according to the proportion of (i) the amount of
such Obligations due and payable to such Lender at such time to (ii) the
aggregate amount of the Obligations due and payable to all Lenders hereunder and
under the Notes and the other Loan Documents at such time) of payments on
account of the Obligations due and payable to all Lenders hereunder and under
the Notes at such time obtained by all the Lenders at such time or (b) on
account of Obligations owing (but not due and payable) to such Lender hereunder
and under the Notes and the other Loan Documents at such time in excess of its
ratable share (according to the

<PAGE>

proportion of (i) the amount of such Obligations owing to such Lender at such
time to (ii) the aggregate amount of the Obligations owing (but not due and
payable) to all Lenders hereunder and under the Notes and the other Loan
Documents at such time) of payments on account of the Obligations owing (but not
due and payable) to all Lenders hereunder and under the Notes at such time
obtained by all of the Lenders at such time, such Lender shall forthwith
purchase from the other Lenders such interests or participating interests in the
Obligations due and payable or owing to them, as the case may be, as shall be
necessary to cause such purchasing Lender to share the excess payment ratably
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender, such purchase from
each other Lender shall be rescinded and such other Lender shall repay to the
purchasing Lender the purchase price to the extent of such Lender's ratable
share (according to the proportion of (i) the purchase price paid to such Lender
to (ii) the aggregate purchase price paid to all Lenders) of such recovery
together with an amount equal to such Lender's ratable share (according to the
proportion of (i) the amount of such other Lender's required repayment to (ii)
the total amount so recovered from the purchasing Lender) of any interest or
other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered; provided further that, so long as the Obligations under the
Loan Documents shall not have been accelerated, any excess payment received by
any Lender shall be shared on a pro rata basis only with other Lenders. The
Borrower agrees that any Lender so purchasing an interest or participating
interest from another Lender pursuant to this Section 2.11 may, to the fullest
extent permitted by law, exercise all its rights of payment (including the right
of set-off) with respect to such interest or participating interest, as the case
may be, as fully as if such Lender were the direct creditor of the Borrower in
the amount of such interest or participating interest, as the case may be.

     SECTION 2.12. Use of Proceeds. The proceeds of the Advances shall be
available solely to pay a portion of the purchase price in connection with the
Acquisition and to pay related fees and expenses.

     SECTION 2.13. Defaulting Lenders. (a) In the event that, at any one time,
(i) any Lender shall be a Defaulting Lender, (ii) such Defaulting Lender shall
owe a Defaulted Advance to the Borrower and (iii) the Borrower shall be required
to make any payment hereunder or under any other Loan Document to or for the
account of such Defaulting Lender, then the Borrower may, so long as no Default
shall have occurred or be continuing at such time and to the fullest extent
permitted by applicable law, set off and otherwise apply the Obligation of the
Borrower to make such payment to or for the account of such Defaulting Lender
against the obligation of such Defaulting Lender to make such Defaulted Advance.
In the event that, on any date, the Borrower shall so set off and otherwise
apply its obligation to make any such payment against the obligation of such
Defaulting Lender to make any such Defaulted Advance on or prior to such date,
the amount so set off and otherwise applied by the Borrower shall constitute for
all purposes of this Agreement and the other Loan Documents an Advance by such
Defaulting Lender made on the date of such setoff under the Facility pursuant to
which such Defaulted Advance was originally required to have been made pursuant
to Section 2.01. The Borrower shall notify the Administrative Agent at any time
the Borrower exercises its right of set-off pursuant to this subsection (a) and
shall set forth in such notice (A) the name of the Defaulting Lender and the
Defaulted Advance required to be made by such Defaulting Lender and (B) the
amount set off and otherwise applied in respect of such Defaulted Advance
pursuant to this subsection (a). Any portion of such payment otherwise required
to be made by the Borrower to or for the account of such Defaulting Lender which
is paid by the Borrower, after giving effect to the amount set off and otherwise
applied by the Borrower pursuant to this subsection (a), shall be applied by the
Administrative Agent as specified in subsection (b) or (c) of this Section 2.13.

          (b) In the event that, at any one time, (i) any Lender shall be a
Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Amount to
any Agent or any of the other Lenders and (iii) the Borrower shall make any
payment hereunder or under any other Loan Document to the Administrative Agent
for the account of such Defaulting Lender, then the Administrative Agent may, on
its behalf or on behalf of such other Agents or such other Lenders and to the
fullest extent permitted by

<PAGE>

applicable law, apply at such time the amount so paid by the Borrower to or for
the account of such Defaulting Lender to the payment of each such Defaulted
Amount to the extent required to pay such Defaulted Amount. In the event that
the Administrative Agent shall so apply any such amount to the payment of any
such Defaulted Amount on any date, the amount so applied by the Administrative
Agent shall constitute for all purposes of this Agreement and the other Loan
Documents payment, to such extent, of such Defaulted Amount on such date. Any
such amount so applied by the Administrative Agent shall be retained by the
Administrative Agent or distributed by the Administrative Agent to such other
Agents or such other Lenders, ratably in accordance with the respective portions
of such Defaulted Amounts payable at such time to the Administrative Agent, such
other Agents and such other Lenders and, if the amount of such payment made by
the Borrower shall at such time be insufficient to pay all Defaulted Amounts
owing at such time to the Administrative Agent, such other Agents and such other
Lenders, in the following order of priority:

          (i) first, to the Agents for any Defaulted Amounts then owing to them,
     in their capacities as such, ratably in accordance with such respective
     Defaulted Amounts then owing to the Agents; and

          (ii) second, to any other Lenders for any Defaulted Amounts then owing
     to such other Lenders, ratably in accordance with such respective Defaulted
     Amounts then owing to such other Lenders.

Any portion of such amount paid by the Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied by the
Administrative Agent pursuant to this subsection (b), shall be applied by the
Administrative Agent as specified in subsection (c) of this Section 2.13.

          (c) In the event that, at any one time, (i) any Lender shall be a
Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted Advance
or a Defaulted Amount and (iii) the Borrower, any Agent or any other Lender
shall be required to pay or distribute any amount hereunder or under any other
Loan Document to or for the account of such Defaulting Lender, then the Borrower
or such Agent or such other Lender shall pay such amount to the Administrative
Agent to be held by the Administrative Agent, to the fullest extent permitted by
applicable law, in escrow or the Administrative Agent shall, to the fullest
extent permitted by applicable law, hold in escrow such amount otherwise held by
it. Any funds held by the Administrative Agent in escrow under this subsection
(c) shall be deposited by the Administrative Agent in an account with a bank
(the "ESCROW BANK") selected by the Administrative Agent, in the name and under
the control of the Administrative Agent, but subject to the provisions of this
subsection (c). The terms applicable to such account, including the rate of
interest payable with respect to the credit balance of such account from time to
time, shall be the Escrow Bank's standard terms applicable to escrow accounts
maintained with it. Any interest credited to such account from time to time
shall be held by the Administrative Agent in escrow under, and applied by the
Administrative Agent from time to time in accordance with the provisions of,
this subsection (c). The Administrative Agent shall, to the fullest extent
permitted by applicable law, apply all funds so held in escrow from time to time
to the extent necessary to make any Advances required to be made by such
Defaulting Lender and to pay any amount payable by such Defaulting Lender
hereunder and under the other Loan Documents to the Administrative Agent or any
other Lender, as and when such Advances or amounts are required to be made or
paid and, if the amount so held in escrow shall at any time be insufficient to
make and pay all such Advances and amounts required to be made or paid at such
time, in the following order of priority:

          (i) first, to the Agents for any amounts then due and payable by such
     Defaulting Lender to them hereunder, in their capacities as such, ratably
     in accordance with such respective amounts then due and payable to the
     Agents;

<PAGE>

          (ii) second, to any other Lenders for any amount then due and payable
     by such Defaulting Lender to such other Lenders hereunder, ratably in
     accordance with such respective amounts then due and payable to such other
     Lenders; and

          (iii) third, to the Borrower for any Advance then required to be made
     by such Defaulting Lender pursuant to a Commitment of such Defaulting
     Lender.

In the event that any Lender that is a Defaulting Lender shall, at any time,
cease to be a Defaulting Lender, any funds held by the Administrative Agent in
escrow at such time with respect to such Lender shall be distributed by the
Administrative Agent to such Lender and applied by such Lender to the
Obligations owing to such Lender at such time under this Agreement and the other
Loan Documents ratably in accordance with the respective amounts of such
Obligations outstanding at such time.

          (d) The rights and remedies against a Defaulting Lender under this
Section 2.13 are in addition to other rights and remedies that the Borrower may
have against such Defaulting Lender with respect to any Defaulted Advance and
that any Agent or any Lender may have against such Defaulting Lender with
respect to any Defaulted Amount.

     SECTION 2.14. Evidence of Debt. (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Advance owing to
such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder. The Borrower agrees
that upon notice by any Lender to the Borrower (with a copy of such notice to
the Administrative Agent) to the effect that a promissory note or other evidence
of indebtedness is required or appropriate in order for such Lender to evidence
(whether for purposes of pledge, enforcement or otherwise) the Advances owing
to, or to be made by, such Lender, the Borrower shall promptly execute and
deliver to such Lender, with a copy to the Administrative Agent, a Note, in
substantially the form of Exhibit A hereto, payable to the order of such Lender
in a principal amount equal to the Commitment of such Lender. All references to
Notes in the Loan Documents shall mean Notes, if any, to the extent issued
hereunder.

          (b) The Register maintained by the Administrative Agent pursuant to
Section 9.07(d) shall include a control account, and a subsidiary account for
each Lender, in which accounts (taken together) shall be recorded (i) the date
and amount of the Advances made hereunder, the Type of such Advances and, if
appropriate, the Interest Period applicable thereto, (ii) the terms of each
Assignment and Acceptance delivered to and accepted by it, (iii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder, and (iv) the amount of any sum received by
the Administrative Agent from the Borrower hereunder and each Lender's share
thereof.

          (c) Entries made in good faith by the Administrative Agent in the
Register pursuant to subsection (b) above, and by each Lender in its account or
accounts pursuant to subsection (a) above, shall be prima facie evidence of the
amount of principal and interest due and payable or to become due and payable
from the Borrower to, in the case of the Register, each Lender and, in the case
of such account or accounts, such Lender, under this Agreement, absent manifest
error; provided, however, that the failure of the Administrative Agent or such
Lender to make an entry, or any finding that an entry is incorrect, in the
Register or such account or accounts shall not limit or otherwise affect the
obligations of the Borrower under this Agreement.

<PAGE>

                                   ARTICLE III

                              CONDITIONS OF LENDING

     SECTION 3.01. Conditions Precedent to Initial Extension of Credit. The
obligation of each Lender to make an Advance hereunder is subject to the
satisfaction of the following conditions precedent before or concurrently with
such Advance (and Article II of this Agreement shall become effective on and as
of the first date (the "EFFECTIVE DATE") on which such conditions precedent have
been satisfied):

          (a) The Administrative Agent and the Arranger shall have received on
     or before the day of the Initial Extension of Credit the following, each
     dated such day (or such other day as reasonably acceptable to the
     Administrative Agent) in form and substance reasonably satisfactory to the
     Administrative Agent and (except for the Notes) in sufficient copies for
     each Lender:

               (i) a counterpart to this agreement duly executed by a
          Responsible Officer of each Loan Party.

               (ii) The Notes payable to the order of the Lenders to the extent
          requested by the Lenders pursuant to the terms of Section 2.14.

               (iii) A security agreement in substantially the form of Exhibit D
          hereto (together with each other security agreement and security
          agreement supplement delivered pursuant to Section 5.01(j) or
          otherwise, in each case as amended, the "SECURITY AGREEMENT"), duly
          executed by each Loan Party, together with:

                    (A) certificates representing the Pledged Shares referred to
               therein accompanied by undated stock powers executed in blank and
               instruments evidencing the Pledged Debt indorsed in blank,

                    (B) financing statements in form appropriate for filing
               under the Uniform Commercial Code of all jurisdictions necessary
               in order to perfect the second priority (subject only to the Lien
               of the First Lien Representative in favor of the holders of the
               First Lien Obligations and Liens permitted under Section
               5.02(a)(iii) or (iv) and Permitted Liens arising solely by the
               operation of law) liens and security interests created under the
               Security Agreement, covering the Collateral described in the
               Security Agreement,

                    (C) completed requests for information, dated on or before
               the date of the Initial Extension of Credit, listing all
               effective financing statements filed in the jurisdictions
               referred to in clause (B) above that name any of the Loan Parties
               as debtor, together with copies of such other financing
               statements, all as reasonably satisfactory to the Administrative
               Agent,

                    (D) the Intellectual Property Security Agreement duly
               executed by each Loan Party, and

                    (E) evidence that all other action that the Administrative
               Agent may deem reasonably necessary in order to perfect the
               second priority (subject only to the Lien of the First Lien
               Representative in favor of the holders of the First Lien
               Obligations and Liens permitted under Section 5.02(a)(iii) or
               (iv) and Permitted Liens arising solely by the operation of law)
               liens and security interests created

<PAGE>

               under the Security Agreement has been taken (including, without
               limitation, receipt of duly executed payoff letters and UCC-3
               termination statements).

               (iv) Deeds of trust, trust deeds and mortgages in form and
          substance reasonably satisfactory to the Borrower and the
          Administrative Agent and its counsel and covering the Owned Real
          Properties (together with the Assignments of Leases and Rents referred
          to therein and each other mortgage delivered pursuant to Section
          5.01(j), in each case as amended, the "MORTGAGES"), duly executed by
          the appropriate Loan Party, together with:

                    (A) evidence that counterparts of the Mortgages have been
               either (x) duly recorded on or before the day of the Initial
               Extension of Credit or (y) duly executed, acknowledged and
               delivered in form suitable for filing or recording in all filing
               or recording offices that the Administrative Agent may deem
               reasonably necessary in order to create a valid second (subject
               only to the Lien of the First Lien Representative in favor of the
               holders of the First Lien Obligations and Liens permitted under
               Section 5.02(a)(iii) or (iv) and Permitted Liens arising solely
               by the operation of law) and subsisting Lien on the property
               described therein in favor of the Collateral Agent for the
               benefit of the Secured Parties and that all filing and recording
               taxes and fees have been paid,

                    (B) fully paid American Land Title Association Lender's
               Extended Coverage title insurance policies (the "MORTGAGE
               POLICIES") in form and substance, with endorsements and in amount
               acceptable to the Administrative Agent, issued, coinsured and
               reinsured by title insurers acceptable to the Administrative
               Agent, insuring the Mortgages to be valid second (subject only to
               the Lien of the First Lien Representative in favor of the holders
               of the First Lien Obligations and Liens permitted under Section
               5.02(a)(iii) or (iv) and Permitted Liens arising solely by the
               operation of law) and subsisting Liens on the property described
               therein, free and clear of all defects (including, but not
               limited to, mechanics' and materialmen's Liens) and encumbrances,
               excepting only Permitted Encumbrances, and providing for such
               other affirmative insurance (including endorsements for future
               advances under the Loan Documents and for mechanics' and
               materialmen's Liens) and such coinsurance and direct access
               reinsurance as the Administrative Agent may deem necessary or
               desirable,

                    (C) American Land Title Association form surveys, dated no
               more than 30 days before the day of the Initial Extension of
               Credit, certified to the Administrative Agent and the issuer of
               the Mortgage Policies in a manner satisfactory to the
               Administrative Agent by a land surveyor duly registered and
               licensed in the States in which the property described in such
               surveys is located and acceptable to the Administrative Agent,
               showing all buildings and other improvements, any off-site
               improvements, the location of any easements, parking spaces,
               rights of way, building set-back lines and other dimensional
               regulations and the absence of encroachments, either by such
               improvements or on to such property, and other defects, other
               than encroachments and other defects acceptable to the
               Administrative Agent,

                    (D) engineering, soils and other reports as to the
               properties described in the Mortgages as may be requested by the
               Administrative Agent, in form and substance and from professional
               firms acceptable to the Administrative Agent,

<PAGE>

                    (E) such consents and agreements of lessors and other third
               parties, and such estoppel letters and other confirmations, as
               the Administrative Agent may deem necessary or desirable,

                    (F) evidence of the insurance required by the terms of the
               Mortgages,

                    (G) Favorable opinions of local counsel for the Loan Parties
               (i) in states in which the Owned Real Properties are located,
               with respect to the enforceability and perfection of the
               Mortgages and any related fixture filings, in form and substance
               satisfactory to the Administrative Agent and the Borrower and
               (ii) in states in which the Loan Parties party to the Mortgages
               are organized or formed, with respect to the valid existence,
               corporate power and authority of such Loan Parties in the
               granting of the Mortgages, in form and substance satisfactory to
               the Administrative Agent and the Borrower, and

                    (H) evidence that all other action that the Administrative
               Agent may deem necessary or desirable in order to create valid
               second (subject only to the Lien of the First Lien Representative
               in favor of the holders of the First Lien Obligations and Liens
               permitted under Section 5.02(a)(iii) or (iv) and Permitted Liens
               arising solely by the operation of law) and subsisting Liens on
               the property described in the Mortgages has been taken.

               (v) Certified copies of (A) the resolutions of the Board of
          Directors of each Loan Party approving the Transaction and each
          Transaction Document to which it is or is to be a party as in full
          force and effect on, and without amendment or modification as of, the
          date of the Initial Extension of Credit, and of all documents
          evidencing other necessary corporate action, if any, with respect to
          the Transaction and each Transaction Document to which it is or is to
          be a party, (B) all documents evidencing (1) any governmental
          approvals and consents with respect to the Loan Documents and the
          First Lien Senior Credit Facilities and the transactions contemplated
          therein and (2) any material governmental approvals and consents with
          respect to the Acquisition and the Purchase Agreement and (C) other
          material third party approvals and consents, if any, with respect to
          the Transaction and each Transaction Document to which it is or is to
          be a party.

               (vi) A copy of the charter of each Loan Party certified by, and a
          copy of the good standing certificate in respect of such Loan Party
          issued by, the Secretary of State of the jurisdiction of
          incorporation, formation or organization of each Loan Party, dated
          reasonably near the date of the Initial Extension of Credit.

               (vii) A certificate of each Loan Party, signed on behalf of such
          Loan Party by its President or a Vice President and its Secretary or
          any Assistant Secretary, dated the date of the Initial Extension of
          Credit (the statements made in which certificate shall be true on and
          as of the date of the Initial Extension of Credit), certifying as to
          (A) the absence of any amendments to the charter of such Loan Party
          since the date of the Secretary of State's certificate referred to in
          Section 3.01(a)(vi), (B) a true and correct copy of the bylaws,
          limited partnership agreement or limited liability company agreement,
          as applicable, of such Loan Party as in effect on the date on which
          the resolutions referred to in Section 3.01(a)(v) were adopted and on
          the date of the Initial Extension of Credit, (C) the due
          incorporation, formation or organization and good

<PAGE>

          standing or valid existence of such Loan Party as a corporation,
          limited partnership or limited liability company, incorporated, formed
          or organized under the laws of the jurisdiction of its incorporation,
          formation or organization and the absence of any proceeding for the
          dissolution or liquidation of such Loan Party, (D) the accuracy in all
          material respects of the representations and warranties contained in
          the Loan Documents as though made on and as of the date of the Initial
          Extension of Credit and (E) the absence of any event occurring and
          continuing, or resulting from the Initial Extension of Credit, that
          constitutes a Default.

               (viii) A certificate of the Secretary or an Assistant Secretary
          of each Loan Party certifying the names and true signatures of the
          officers of such Loan Party authorized to sign each Transaction
          Document to which it is or is to be a party and the other documents to
          be delivered hereunder and thereunder.

               (ix) Certified copies of each of the Related Documents (including
          all schedules and exhibits thereto), duly executed by the parties
          thereto (it being acknowledged that the Purchase Agreement executed
          and delivered on September 15, 2005 is satisfactory to the
          Administrative Agent), together with all material agreements,
          instruments and other documents delivered in connection therewith as
          the Arranger shall reasonably request.

               (x) A certificate in substantially the form of Exhibit F hereto,
          attesting to the Solvency of the Loan Parties, before and after giving
          effect to the Transaction, from the Borrower's Chief Financial
          Officer.

               (xi) The Intercreditor Agreement, in substantially the form of
          Exhibit G hereto, duly executed by each party thereto and acknowledged
          by each Loan Party.

               (xii) Evidence of the Loan Parties' insurance coverage reasonably
          satisfactory to the Administrative Agent, demonstrating that the Loan
          Parties' existing insurance coverage remains in effect, together with
          endorsements naming the Administrative Agent, on behalf of the
          Lenders, as an additional insured or loss payee, as the case may be,
          and a broker's letter reasonably satisfactory to the Administrative
          Agent, dated on the Effective Date, to the effect that such coverage
          is customary and reasonable when compared to the insurance coverage
          purchased by similarly situated companies and that such coverage
          complies with the requirements of this Agreement and the Collateral
          Documents.

               (xiii) (A) Audited consolidated financial statements of (1) the
          Borrower and its Subsidiaries for the twelve-month period ended
          December 31, 2002, the twelve-month period ended December 31, 2003,
          and the twelve-month period ended December 31, 2004 and (2) the
          Company and its Subsidiaries for the twelve-month period ended June
          30, 2003, the twelve-month period ended June 30, 2004 and the
          twelve-month period ended June 30, 2005, in each case (x) audited by a
          nationally recognized independent accounting firm and (y) without any
          "going concern" or similar qualification, (B) unaudited consolidated
          financial statements of (1) the Borrower and its Subsidiaries, and (2)
          the Company and its Subsidiaries for any subsequent quarterly periods
          ended at least forty-five (45) days prior to the Effective Date
          (including, in any event, the restated consolidated balance sheet of
          the Company and its Subsidiaries as at December 31, 2005, and the
          related restated consolidated statement of income and restated
          consolidated statement of cash flows of the Company and its
          Subsidiaries for the six months then

<PAGE>

          ended ; (C) a management forecast (including a reasonably detailed
          statement of the underlying assumptions) of balance sheets, income
          statements and cash flow statements on a quarterly basis from the
          Effective Date through December 31, 2006 and on an annual basis for
          each year thereafter until the Facility hereunder has terminated, in
          each case, for the Borrower and its Subsidiaries (after giving effect
          to the Transaction); and (D) a pro forma balance sheet of the Borrower
          and its Subsidiaries (after giving effect to the Transaction) as of
          the end of the most recent fiscal quarter for which financial
          statements have been furnished pursuant to the preceding clause (A) or
          (B); none of which financial statements, information and forecasts
          furnished pursuant to any of the foregoing shall not be materially
          inconsistent with any financial statements, information or forecasts
          previously provided to the Arranger.

               (xiv) a certificate from the chief financial officer of the
          Borrower certifying and setting forth the following calculations in
          reasonable detail: (A) after giving pro forma effect to the
          Transaction and the Initial Extension of Credit, the pro forma EBITDA
          (calculated on a combined basis for the Borrower and its Subsidiaries
          and the Company and its Subsidiaries for the twelve-month period ended
          as of December 31, 2005, subject to such adjustments as are reasonably
          satisfactory to the Administrative Agent) shall be at least $110.0
          million; and (B) the ratio (as of the Effective Date, after giving
          effect to the Transaction and the Initial Extension of Credit) of the
          Consolidated total Debt of the Borrower and its Subsidiaries to such
          pro forma EBITDA shall not exceed 4.75:1.00.

               (xv) A Notice of Borrowing.

               (xvi) A favorable opinion of Simpson Thacher & Bartlett LLP,
          counsel for the Loan Parties, in substantially the form of Exhibit H
          hereto.

               (xvii) A favorable opinion of Barnes & Thornburg LLP, local
          counsel for the Loan Parties, in substantially the form of Exhibit I
          hereto and as to such other matters as the Administrative Agent may
          reasonably request.

          (b) The Administrative Agent shall be satisfied that all Existing
     Debt, other than Surviving Debt, has been prepaid, redeemed or defeased in
     full or otherwise satisfied and extinguished and all commitments, security
     interests and guaranties relating thereto terminated.

          (c) All material Governmental Authorizations and all shareholder,
     board of director, and material third party consents and approvals
     necessary in connection with the Transaction and the continued operation of
     the business of the Loan Parties, after giving effect to the Transaction,
     shall have been obtained (without the imposition of any conditions that are
     not acceptable to the Administrative Agent) and shall remain in effect. No
     law or regulation shall be applicable in the judgment of the Administrative
     Agent, in each case that restrains, prevents or imposes materially adverse
     conditions upon the Transaction or the rights of the Loan Parties or their
     Subsidiaries freely to transfer or otherwise dispose of, or to create any
     Lien on, any properties now owned or hereafter acquired by any of them

          (d) There shall exist no action, suit, investigation, litigation or
     proceeding involving any Loan Party or any of its Subsidiaries pending or
     threatened before any Governmental Authority that (i) could reasonably be
     expected to have a Material Adverse Effect other than the matters described
     on Schedule 4.01(f) hereto (the "DISCLOSED LITIGATION"), (ii) would
     reasonably be expected to restrain, prevent, or impose materially adverse
     conditions on the Transaction or

<PAGE>

     any element thereof or (iii) purports to affect the legality, validity or
     enforceability of any Transaction Document or the consummation of the
     Transaction, and there shall have been no adverse change in the status of
     the Disclosed Litigation from that described on Schedule 4.01(f) hereto.

          (e) The Borrower shall have paid all fees of the Agents and the
     Lenders and all expenses of the Agents (including the accrued fees and
     expenses of counsel to the Administrative Agent and the Arranger and local
     counsel to the Lenders) which are due and payable on or prior to the
     Effective Date and for which invoices have been received.

          (f) Each of the parties to the Transaction Documents shall have
     complied in all material respects with all covenants set forth therein to
     be complied with by it on or prior to the date of the consummation of the
     applicable Transaction, without any waiver or amendment adverse to the
     Lenders not consented to by the Administrative Agent of any term, provision
     or condition set forth therein, and in compliance with all applicable laws.

          (g) The terms and conditions of the Transaction (including any
     material agreements, instruments and documents relating thereto) and the
     pro forma capital and organizational structure of the Loan Parties shall be
     consistent with all information provided to the Administrative Agent prior
     to September 15, 2005, including the estimated sources and uses of funds,
     and otherwise reasonably satisfactory to the Administrative Agent in all
     material respects.

          (h) The Borrower shall have made the Excess Cash Investment and the
     Debt Proceeds Investment, and AcquisitionCo shall have received $480.0
     million in cash from the Equity Investment by the Borrower.

          (i) The Borrower shall have received not less than $290,000,000 in
     proceeds from advances under the First Lien Senior Credit Facilities.

          (j) The Facility shall have been rated by Standard & Poor's and by
     Moody's prior to the Effective Date and the results of such ratings shall
     have been provided to the Administrative Agent.

          (k) There shall have been no Material Adverse Change since June 30,
     2005.

          (l) The Administrative Agent shall have received such other approvals,
     opinions or documents as the Administrative Agent may reasonably request.

          (m) The representations and warranties contained in each Loan Document
     are true and correct in all material respects on and as of the Effective
     Date, before and after giving effect to the Advances made on such date and
     to the application of the proceeds therefrom, as though made on and as of
     such date, other than any such representations or warranties that, by their
     express terms, refer to a specific date other than the date of such
     Advances, in which case such representations and warranties shall be true
     and correct in all material respects as of such specific date.

          (n) No Default has occurred and is continuing, or would result from
     the Advances to be made on the Effective Date or from the application of
     the proceeds therefrom.

     SECTION 3.02. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to,
<PAGE>

approved or accepted or to be satisfied with each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to the Lenders unless an officer of the Administrative Agent
responsible for the transactions contemplated by the Loan Documents shall have
received notice from such Lender prior to the Initial Extension of Credit
specifying its objection thereto and such Lender shall not have made available
to the Administrative Agent such Lender's ratable portion of such Advances.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

     SECTION 4.01. Representations and Warranties of the Loan Parties. Each Loan
Party represents and warrants as follows:

          (a) Each Loan Party, and each of its Subsidiaries, (i) is a
     corporation, limited partnership or limited liability company duly
     organized, validly existing and in good standing under the laws of the
     jurisdiction of its incorporation, formation or organization, (ii) is duly
     qualified and in good standing as a foreign corporation or company in each
     other jurisdiction in which it owns or leases property or in which the
     conduct of its business requires it to so qualify or be licensed except
     where the failure to so qualify or be licensed could not be reasonably
     likely to have a Material Adverse Effect and (iii) has all requisite
     corporate, limited liability company or partnership (as applicable) power
     and authority (including, without limitation, all Governmental
     Authorizations) to own or lease and operate its properties and to carry on
     its business as now conducted and as proposed to be conducted except where
     the failure to do so could not be reasonably likely to have a Material
     Adverse Effect. All of the outstanding Equity Interests in the Borrower
     have been validly issued, are fully paid and non-assessable.

          (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate
     list of all Subsidiaries of each Loan Party, showing as of the date hereof
     (as to each such Subsidiary) the jurisdiction of its incorporation,
     formation or organization, the number of shares, membership interests or
     limited partnership interests (as applicable) of each class of its Equity
     Interests authorized, and the number outstanding, on the date hereof and
     the percentage of each such class of its Equity Interests owned (directly
     or indirectly) by such Loan Party and the number of shares, units or
     partnership interests covered by all outstanding options, warrants, rights
     of conversion or purchase and similar rights at the date hereof. All of the
     outstanding Equity Interests in each Loan Party's Subsidiaries have been
     validly issued, are fully paid and non-assessable and are owned by such
     Loan Party or one or more of its Subsidiaries free and clear of all Liens,
     except those created under the Collateral Documents.

          (c) The execution, delivery and performance by each Loan Party of each
     Transaction Document to which it is or is to be a party, and the
     consummation of the Transaction, are within such Loan Party's corporate,
     limited liability company or limited partnership (as applicable) powers,
     have been duly authorized by all necessary corporate, limited liability
     company or limited partnership (as applicable) action, and do not (i)
     contravene such Loan Party's charter, bylaws, limited liability company
     agreement, partnership agreement or other constituent documents, (ii)
     violate any law, rule, regulation (including, without limitation,
     Regulation X of the Board of Governors of the Federal Reserve System),
     order, writ, judgment, injunction, decree, determination or award, (iii)
     conflict with or result in the breach of, or constitute a default or
     require any payment to be made under, any loan agreement, indenture,
     mortgage, deed of trust, material lease or other material contract or
     material instrument binding on or affecting any Loan Party, any of its
     Subsidiaries or any of their properties or (iv) except for the Liens
     created under

<PAGE>

     the Loan Documents and the First Lien Senior Credit Facilities, result in
     or require the creation or imposition of any Lien upon or with respect to
     any of the properties of any Loan Party or any of its Subsidiaries. No Loan
     Party or any of its Subsidiaries is in violation of (x) the Patriot Act, or
     (y) any other law, rule, regulation, order, writ, judgment, injunction,
     decree, determination or award or in breach of any such contract, loan
     agreement, indenture, mortgage, deed of trust, lease or other instrument,
     the violation or breach of which could be reasonably likely to have a
     Material Adverse Effect.

          (d) No Governmental Authorization, and no notice to or filing with any
     Governmental Authority or any other third party, is required for (i) the
     due execution, delivery, or performance by any Loan Party of any
     Transaction Document to which it is or is to be a party, or for the
     consummation of the Transaction, (ii) the grant by any Loan Party of the
     Liens granted by it pursuant to the Collateral Documents, (iii) the
     perfection or maintenance of the Liens created under the Collateral
     Documents (including the second priority nature thereof), or (iv) to the
     knowledge of such Loan Party, the exercise by any Agent or any Lender of
     its rights under the Loan Documents or the remedies in respect of the
     Collateral pursuant to the Collateral Documents, except for the
     authorizations, approvals, actions, notices and filings which have been
     duly obtained, taken, given or made and are in full force and effect and
     filings necessary to perfect and maintain the Liens created under the
     Collateral Documents. As of the Effective Date, all applicable waiting
     periods in connection with the Transaction have expired (or received early
     termination) without any materially adverse action having been taken by any
     competent authority restraining, preventing or imposing materially adverse
     conditions upon the Transaction or the rights of the Loan Parties or their
     Subsidiaries freely to transfer or otherwise dispose of, or to create any
     Lien on, any properties now owned or hereafter acquired by any of them. The
     Acquisition has been consummated in accordance with the terms of the
     Transaction Documents, except to the extent any provision thereof has been
     waived or amended with the consent of the Administrative Agent, and in
     compliance with all applicable laws.

          (e) This Agreement has been, and each other Loan Document when
     delivered hereunder will have been, duly executed and delivered by each
     Loan Party party thereto. This Agreement is, and each other Loan Document
     when delivered hereunder will be, the legal, valid and binding obligation
     of each Loan Party party thereto, enforceable against such Loan Party in
     accordance with its terms, except as such enforceability may be subject to
     (i) the effects of bankruptcy, insolvency, fraudulent conveyance,
     reorganization, moratorium and other similar laws relating to or affecting
     creditors' rights generally, (ii) general equitable principles (whether
     considered in a proceeding in equity or at law) and (iii) an implied
     covenant of good faith and fair dealing.

          (f) There is no action, suit, investigation, litigation or proceeding
     affecting any Loan Party or any of its Subsidiaries, including any
     Environmental Action, pending or, to the knowledge of the Borrower,
     threatened before any Governmental Authority or arbitrator that (i) could
     reasonably be expected to have a Material Adverse Effect (other than the
     Disclosed Litigation) or (ii) purports to affect the legality, validity or
     enforceability of any Transaction Document or the consummation of the
     Transaction, and there has been no material adverse change in the status of
     the Disclosed Litigation from that described on Schedule 4.01(f) hereto.

          (g) (i) The Consolidated balance sheet of the Borrower and its
     Subsidiaries as at December 31, 2004, and the Consolidated statement of
     income and Consolidated statement of cash flows of the Borrower and its
     Subsidiaries for the fiscal year then ended, accompanied by an unqualified
     opinion of PricewaterhouseCoopers, independent public accountants, and the
     Consolidated balance sheet of the Borrower and its Subsidiaries as at
     December 31, 2005, and the

<PAGE>

     related Consolidated statement of income and Consolidated statement of cash
     flows of the Borrower and its Subsidiaries for the twelve months then
     ended, duly certified by the Chief Financial Officer of the Borrower,
     copies of which have been furnished to the Administrative Agent, fairly
     present in all material respects the Consolidated financial condition of
     the Borrower and its Subsidiaries as at such dates and the Consolidated
     results of operations of the Borrower and its Subsidiaries for the periods
     ended on such dates, all in accordance with GAAP applied on a consistent
     basis, and since December 31, 2004, there has been no event, development or
     occurrence that could reasonably be expected to have a Material Adverse
     Effect.

          (ii) The restated Consolidated balance sheet of the Company and its
     Subsidiaries as at June 30, 2005, and the related restated Consolidated
     statement of income and restated Consolidated statement of cash flows of
     the Company and its Subsidiaries for the fiscal year then ended,
     accompanied by an unqualified opinion of PricewaterhouseCoopers,
     independent public accountants, copies of which have been furnished to the
     Administrative Agent for the benefit of each Lender, fairly present in all
     material respects the Consolidated financial condition of the Company and
     its Subsidiaries as at such date and the Consolidated results of operations
     of the Company and its Subsidiaries for the period ended on such date, all
     in accordance with GAAP applied on a consistent basis.

          (iii) The restated Consolidated balance sheet of the Company and its
     Subsidiaries as at December 31, 2005, and the related restated Consolidated
     statement of income and restated Consolidated statement of cash flows of
     the Company and its Subsidiaries for the six months then ended, copies of
     which have been furnished to the Administrative Agent for the benefit of
     each Lender, fairly present in all material respects the Consolidated
     financial condition of the Company and its Subsidiaries as at such date and
     the Consolidated results of operations of the Company and its Subsidiaries
     for the period ended on such date, to the best of the Borrower's knowledge,
     all in accordance with generally accepted accounting principles applied on
     a consistent basis, subject to normal year-end adjustments and the absence
     of footnotes.

          (h) The Consolidated pro forma balance sheet of the Borrower and its
     Subsidiaries as at December 31, 2005 previously furnished to the Agents and
     to the Lenders, (i) has been prepared in good faith based on the same
     assumptions used to prepare the pro forma financial statements included in
     the Information Memorandum (which assumptions the Borrower believed to be
     reasonable at the time made available to the Lenders and the Borrower
     believes to be reasonable as of the Effective Date), (ii) subject to the
     assumptions and qualifications described in the Information Memorandum,
     accurately reflects all adjustments necessary to give effect to the
     Transaction, and (iii) fairly presents in all material respects the pro
     forma financial condition of the Borrower and its Subsidiaries as at
     December 31, 2005 as if the Transaction had occurred on such date.

          (i) Neither the Information Memorandum (as it may have been modified
     or supplemented in writing furnished to the Lenders prior to the Effective
     Date) nor any other written information, exhibit or report (other than
     projections and forecasts) furnished by or on behalf of any Loan Party to
     any Agent or any Lender in connection with the negotiation and syndication
     of the Loan Documents or pursuant to the terms of the Loan Documents
     contained any untrue statement of a material fact or omitted to state a
     material fact necessary to make the statements made therein not materially
     misleading in light of the circumstances in which they were made, and all
     projections and forecasts furnished by or on behalf of any Loan Party to
     any Agent or any Lender in connection with the negotiation and syndication
     of the Loan Documents or pursuant to the terms of the Loan Documents were
     prepared in good faith based upon assumptions believed by such Loan Party
     to be reasonable at the time they were made.

<PAGE>

          (j) The Borrower is not engaged in the business of extending credit
     for the purpose of purchasing or carrying Margin Stock, and no proceeds of
     any Advance will be used, directly or indirectly, to purchase or carry any
     Margin Stock or to extend credit to others for the purpose of purchasing or
     carrying any Margin Stock.

          (k) Neither any Loan Party nor any of its Subsidiaries is an
     "investment company", as defined in the Investment Company Act of 1940, as
     amended. Neither any Loan Party nor any of its Subsidiaries is a "holding
     company", as defined in the Public Utility Holding Company Act of 1935, as
     amended.

          (l) Each of the Loan Parties and its Subsidiaries has title in fee
     simple to, or a valid leasehold interest in, all its material real
     property, and good title to, or a valid leasehold interest in, all its
     other material property necessary for the conduct of its business, and none
     of such material property is subject to any Lien except as permitted by
     Section 5.02(a).

          (m) All filings and other actions reasonably necessary to perfect the
     security interest in the Collateral created under the Collateral Documents
     have been duly made or taken and are in full force and effect, and the
     Collateral Documents create in favor of the Collateral Agent for the
     benefit of the Secured Parties a valid and, together with such filings and
     other actions, perfected second priority (subject only to the Lien of the
     First Lien Representative in favor of the holders of the First Lien
     Obligations and Liens permitted under Section 5.02(a)(iii) or (iv) and
     Permitted Liens arising solely by the operation of law) security interest
     in the Collateral, securing the payment of the Secured Obligations. The
     Loan Parties are the legal and beneficial owners of the Collateral free and
     clear of any Lien, except for the liens and security interests created or
     permitted under the Loan Documents.

          (n) Each Loan Party is, individually and together with its
     Subsidiaries, Solvent.

          (o) (i) No ERISA Event has occurred or is reasonably likely to occur
     with respect to any Plan where such ERISA Event would have a Material
     Adverse Effect.

          (ii) Schedule B (Actuarial Information) to the most recent annual
     report (Form 5500 Series) for each Plan, copies of which have been filed
     with the Internal Revenue Service and furnished to the Lenders, is complete
     and accurate and fairly presents the funding status of such Plan in all
     material respects.

          (iii) Neither any Loan Party nor any ERISA Affiliate has incurred or
     is reasonably likely to incur any Withdrawal Liability to any Multiemployer
     Plan where such Withdrawal Liability would have a Material Adverse Effect.

          (iv) Where such reorganization or termination would have a Material
     Adverse Effect, neither any Loan Party nor any ERISA Affiliate has been
     notified by the sponsor of a Multiemployer Plan that such Multiemployer
     Plan is in reorganization or has been terminated, within the meaning of
     Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to
     be in reorganization or to be terminated, within the meaning of Title IV of
     ERISA.

          (v) With respect to each employee benefit arrangement mandated by
     non-U.S. law (a "FOREIGN BENEFIT ARRANGEMENT") and with respect to each
     employee benefit plan maintained or contributed to by any Loan Party or any
     Subsidiary of any Loan Party that is not subject to United States law (a
     "FOREIGN PLAN"), except where individually or in the aggregate, the
     liability that is reasonably likely to result therefrom would not have a
     Material Adverse Effect:

<PAGE>

               (A) Any employer and employee contributions required by law or by
          the terms of any Foreign Benefit Arrangement or any Foreign Plan have
          been made, or, if applicable, accrued, in accordance with normal
          accounting practices.

               (B) The fair market value of the assets of each funded Foreign
          Plan, the liability of each insurer for any Foreign Plan funded
          through insurance or the book reserve established for any Foreign
          Plan, together with any accrued contributions, is sufficient to
          procure or provide for the accrued benefit obligations, as of the date
          hereof, with respect to all current and former participants in such
          Foreign Plan according to the actuarial assumptions and valuations
          most recently used to account for such obligations in accordance with
          applicable generally accepted accounting principles.

               (C) Each Foreign Plan that is required to be registered has been
          registered and has been maintained in good standing with applicable
          regulatory authorities.

          (p) Except as would not reasonably be expected (whether individually
     or in the aggregate) to result in a Material Adverse Effect: (i) The
     operations and properties of each Loan Party and each of its Subsidiaries
     comply in all respects with all applicable Environmental Laws and
     Environmental Permits, all past non-compliance with such Environmental Laws
     and Environmental Permits has been resolved without ongoing obligations or
     costs, and no circumstances exist that would be reasonably likely to (A)
     form the basis of an Environmental Action against any Loan Party or any of
     its Subsidiaries or any of their properties or (B) cause any such property
     to be subject to any restrictions on ownership, occupancy, use or
     transferability under any Environmental Law.

          (ii) None of the properties currently or formerly owned or operated by
     any Loan Party or any of its Subsidiaries is listed or, to the knowledge of
     the Borrower, proposed for listing on the NPL or on the CERCLIS or any
     analogous foreign, state or local list or is adjacent to any such property;
     there are no and, to the knowledge of the Borrower, never have been any
     underground or aboveground storage tanks or any surface impoundments,
     septic tanks, pits, sumps or lagoons in which Hazardous Materials are being
     or have been treated, stored or disposed on any property currently owned or
     operated by any Loan Party or any of its Subsidiaries or, to the Borrower's
     knowledge, on any property formerly owned or operated by any Loan Party or
     any of its Subsidiaries; there is no friable asbestos or friable
     asbestos-containing material on any property currently owned or operated by
     any Loan Party or any of its Subsidiaries; and Hazardous Materials have not
     been released, discharged or disposed of on any property currently or
     formerly owned or operated by any Loan Party or any of its Subsidiaries.

          (iii) Except as otherwise set forth on Schedule 4.01(p) hereto,
     neither any Loan Party nor any of its Subsidiaries is undertaking, and has
     not completed, either individually or together with other potentially
     responsible parties, any investigation or assessment or remedial or
     response action relating to any actual or threatened release, discharge or
     disposal of Hazardous Materials at any site, location or operation, either
     voluntarily or pursuant to the order of any governmental or regulatory
     authority or the requirements of any Environmental Law; and all Hazardous
     Materials generated, used, treated, handled or stored at, or transported to
     or from, any property currently or formerly owned or operated by any Loan
     Party or any of its Subsidiaries have been disposed of in a manner not
     reasonably expected to result in material liability to any Loan Party or
     any of its Subsidiaries.

          (q) (i) As of the Effective Date, neither any Loan Party nor any of
     its Subsidiaries is party to any tax sharing agreement.

<PAGE>

          (ii) Each Loan Party, and each of its Subsidiaries and Affiliates, has
     filed or caused to be filed all tax returns (Federal, state, local and
     foreign) required to be filed and has paid or caused to be paid all taxes
     required to be shown thereon to be due, except (A) taxes that are being
     contested in good faith by appropriate proceedings and for which such Loan
     Party or such Subsidiary, as applicable, has set aside on its books any
     reserves required by GAAP or (B) to the extent the failure to do so could
     not reasonably be expected to result in a Material Adverse Effect.

          (r) Neither the business nor the properties of any Loan Party or any
     of its Subsidiaries are affected by any fire, explosion, accident, strike,
     lockout or other labor dispute, drought, storm, hail, earthquake, embargo,
     act of God or of the public enemy or other casualty (whether or not covered
     by insurance) that could be reasonably likely to have a Material Adverse
     Effect.

          (s) Set forth on Schedule 4.01(s) hereto is a complete and accurate
     list, as of the Effective Date, of all Existing Debt (other than Surviving
     Debt), showing as of the date hereof the obligor and the principal amount
     outstanding thereunder.

          (t) Set forth on Schedule 4.01(t) hereto is a complete and accurate
     list, as of the Effective Date, of all Surviving Debt, showing as of the
     date hereof the obligor and the principal amount outstanding thereunder,
     the maturity date thereof and the amortization schedule therefor.

          (u) Set forth on Schedule 4.01(u) hereto is a complete and accurate
     list, as of the Effective Date, of all Liens on the property or assets of
     any Loan Party or any of its Subsidiaries, showing as of the date hereof
     the lienholder thereof, the principal amount of the obligations secured
     thereby and the property or assets of such Loan Party or such Subsidiary
     subject thereto.

          (v) Set forth on Schedule 4.01(v) hereto is a complete and accurate
     list, as of the Effective Date, of all real property owned by any Loan
     Party or any of its Subsidiaries ("OWNED REAL PROPERTY"), showing as of the
     date hereof the street address, county or other relevant jurisdiction,
     state, record owner and book and estimated fair value thereof. Each Loan
     Party or such Subsidiary has good, marketable and insurable fee simple
     title to such real property, free and clear of all Liens, other than Liens
     created or permitted by the Loan Documents.

          (w) Set forth on Schedule 4.01(w) hereto is a complete and accurate
     list of all Investments held by any Loan Party or any of its Subsidiaries
     on the date hereof, showing as of the date hereof the amount, obligor or
     issuer and maturity, if any, thereof.

          (x) Set forth on Schedule 4.01(x) hereto is a complete and accurate
     list, as of the Effective Date, of all patents, trademarks, trade names,
     service marks and copyrights, and all applications therefor and licenses
     thereof, of each Loan Party or any of its Subsidiaries, showing as of the
     date hereof the jurisdiction in which it is registered, the registration
     number, the date of registration and the expiration date.

          (y) Set forth on Schedule 4.01(y) hereto is a complete and accurate
     list of all Material Contracts of each Loan Party and its Subsidiaries,
     showing as of the date hereof the parties, subject matter and term thereof.

          (z) The Obligations constitute "Designated Senior Indebtedness" of the
     Borrower under and as defined in the Senior Subordinated Convertible Notes
     Indenture.

<PAGE>

          (aa) The representations and warranties of the Borrower contained in
     the Purchase Agreement are true and correct in all material respects as of
     the Effective Date.

          (bb) None of the Loan Parties or any of their Subsidiaries is (i)
     named on the list of Specially Designated Nationals or Blocked Persons
     maintained by the U.S. Department of the Treasury's Office of Foreign
     Assets Control available at
     http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or (ii) (A) an
     agency of the government of a country, (B) an organization controlled by a
     country, or (C) a person resident in a country that is subject to a
     sanctions program identified on the list maintained by the U.S. Department
     of the Treasury's Office of Foreign Assets Control and available at
     http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as
     otherwise published from time to time, as such program may be applicable to
     such agency, organization or person, and the proceeds from any Advances
     hereunder will not be used to fund any operations in, finance any
     investments or activities in, or make any payments to, any such country,
     agency, organization or person.

          (cc) Set forth on Schedule V hereto is a complete and accurate list of
     all Subsidiaries of the Company on the date hereof, showing as of the date
     hereof the legal name and the jurisdiction of incorporation of each such
     Subsidiary.

                                   ARTICLE V

                          COVENANTS OF THE LOAN PARTIES

     SECTION 5.01. Affirmative Covenants. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid or any
Lender shall have any Commitment hereunder, each Loan Party will:

          (a) Compliance with Laws, Etc. Comply, and cause each of its
     Subsidiaries to comply (i) in all material respects, with the Racketeer
     Influenced and Corrupt Organizations Chapter of the Organized Crime Control
     Act of 1970 and the Patriot Act and (ii) with all other applicable laws,
     rules, regulations and orders, such compliance to include, without
     limitation, compliance with ERISA, except where the failure to do so with
     respect to this clause (ii) would not be reasonably likely (whether
     individually or in the aggregate) to have a Material Adverse Effect.

          (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
     Subsidiaries to pay and discharge, before the same shall become delinquent,
     (i) all material taxes, assessments and governmental charges or levies
     imposed upon it or upon its property and (ii) all lawful claims that, if
     unpaid, might by law become a Lien upon its property; provided, however,
     that no Loan Party shall be required to pay or discharge any such tax,
     assessment, charge or claim that is being contested in good faith and by
     proper proceedings and as to which appropriate reserves are being
     maintained as required by GAAP, unless and until any Lien resulting
     therefrom attaches to its property and becomes enforceable.

          (c) Compliance with Environmental Laws. Except as would not reasonably
     be expected (whether individually or in the aggregate) to result in a
     Material Adverse Effect, comply, and take all reasonable actions to cause
     each of its Subsidiaries and all lessees and other Persons operating or
     occupying its properties to comply, in all material respects, with all
     applicable Environmental Laws and Environmental Permits; obtain and renew,
     and take all reasonable actions to cause each of its Subsidiaries to obtain
     and renew, all Environmental

<PAGE>

     Permits necessary for its operations and properties; and conduct, to the
     extent required by applicable Environmental Law, and take all reasonable
     actions to cause each of its Subsidiaries to conduct, to the extent
     required by applicable Environmental Law, any investigation, study,
     sampling and testing, cleanup, removal or remedial or other action
     necessary to remove and clean up all Hazardous Materials from any of its
     properties, in accordance with the requirements of all applicable
     Environmental Laws; provided, however, that neither the Borrower nor any of
     its Subsidiaries shall be required to undertake any of the foregoing to the
     extent that its obligation to do so is being contested in good faith and by
     proper proceedings and appropriate reserves are being maintained with
     respect to such circumstances.

          (d) Maintenance of Insurance. Maintain, and cause each of its
     Subsidiaries to maintain, insurance with responsible and reputable
     insurance companies or associations and such insurance shall be maintained
     in such amounts and covering such risks as is usually carried by companies
     engaged in similar businesses and owning similar properties in the same
     general areas in which any Loan Party or any of its Subsidiaries operates.

          (e) Preservation of Corporate Existence, Etc. Preserve and maintain,
     and cause each of its Subsidiaries to preserve and maintain, (i) its
     existence, legal structure and legal name and (ii) its rights (charter and
     statutory), permits, licenses, approvals, privileges and franchises
     necessary in the normal conduct of its business, except, in each case, as
     otherwise permitted by Section 5.02(d) and except, in the case of clause
     (ii) above, to the extent that failure to do so could not reasonably be
     expected to have a Material Adverse Effect.

          (f) Visitation Rights. At any reasonable time and from time to time,
     permit any of the Agents or any of the Lenders, or any agents or
     representatives thereof, to examine and make copies of and abstracts from
     the records and books of account of, and visit the properties of, the
     Borrower and any of its Subsidiaries, and to discuss the affairs, finances
     and accounts of the Borrower and any of its Subsidiaries with any of their
     officers or directors and with their independent certified public
     accountants, all at the expense of the Borrower; provided that, excluding
     any such visits and inspections during the continuation of a Default, only
     the Administrative Agent on behalf of the Lenders may exercise rights of
     the Agents and the Lenders under this Section 5.01(f) and the
     Administrative Agent shall not exercise such rights more often than twice
     during any calendar year absent the existence of a Default; provided,
     further that if a Default exists, the Administrative Agent or any Lender
     (or any of their respective representatives or independent contractors) may
     do any of the foregoing at the expense of the Borrower at any time during
     normal business hours and upon reasonable advance notice.

          (g) Keeping of Books. Keep, and cause each of its Subsidiaries to
     keep, books of record and account, in which entries shall be made of all
     financial transactions and the assets and business of the Borrower and each
     such Subsidiary in accordance with generally accepted accounting principles
     in effect from time to time.

          (h) Maintenance of Properties, Etc. Maintain and preserve, and cause
     each of its Subsidiaries to maintain and preserve, all of its material
     properties that are material to the conduct of its business in good working
     order and condition, ordinary wear and tear excepted.

          (i) Transactions with Affiliates. Conduct, and cause each of its
     Subsidiaries to conduct, all transactions otherwise permitted under the
     Loan Documents with any of their Affiliates, other than transactions among
     the Loan Parties, on terms that are fair and reasonable and not materially
     less favorable to the Borrower or such Subsidiary than it would obtain in a

<PAGE>

     comparable arm's-length transaction with a Person not an Affiliate, other
     than the transactions listed on Schedule 5.01(i) hereto.

          (j) Covenant to Guarantee Obligations and Give Security. Upon (w) the
     request of the Collateral Agent following the occurrence and during the
     continuance of a Default, (x) the formation or acquisition of any
     Subsidiaries by any Loan Party, (y) the acquisition of fee owned real
     property by any Loan Party or any of its Subsidiaries with a fair market
     value in excess of $2,500,000 (a "NEW OWNED PROPERTY"), or (z) the
     acquisition after the Effective Date of any personal property by any Loan
     Party, and such property, in the judgment of the Collateral Agent, shall
     not already be subject to a perfected second priority (subject only to the
     Lien of the First Lien Representative in favor of the holders of the First
     Lien Obligations and other Liens permitted hereunder) security interest in
     favor of the Collateral Agent for the benefit of the Secured Parties, then
     in each case at the Borrower's expense:

               (i) in connection with the formation or acquisition of a
          Subsidiary of a Loan Party that is not a CFC or a Subsidiary of a CFC,
          within 30 days after such formation or acquisition, cause each such
          Subsidiary, to duly execute and deliver to the Collateral Agent a
          guaranty or guaranty supplement, in form and substance reasonably
          satisfactory to the Collateral Agent, guaranteeing the other Loan
          Parties' obligations under the Loan Documents,

               (ii) within 45 days after (A) such request or acquisition of
          property by any Loan Party, duly execute and deliver, and cause each
          Loan Party to duly execute and deliver, to the Collateral Agent such
          additional mortgages, pledges, assignments, security agreement
          supplements, intellectual property security agreement supplements and
          other security agreements as specified by, and in form and substance
          reasonably satisfactory to, the Collateral Agent, securing payment of
          all the Obligations of such Loan Party under the Loan Documents and
          constituting Liens on all such properties, (B) such formation or
          acquisition of any Subsidiary referred to in clause (i) above, (x)
          cause such Subsidiary to duly execute and deliver supplements to the
          Security Agreement and the Intellectual Property Security Agreement
          and other control and security agreements granting a security interest
          in substantially all of its assets as described therein, together with
          mortgages on any owned real property having a fair market value in
          excess of $2,500,000, and (y) cause each Loan Party acquiring Equity
          Interests in such Subsidiary to duly execute and deliver to the
          Collateral Agent a supplement to the Security Agreement pledging the
          Equity Interests in such Subsidiary, in each case as specified by, and
          in form and substance reasonably satisfactory to, the Collateral
          Agent, securing payment of all of the obligations of such Subsidiary
          or Loan Party, respectively, under the Loan Documents and (C) such
          formation or acquisition of any Subsidiary of a Loan Party that is a
          CFC directly owned by a Loan Party or a Subsidiary of a Loan Party
          that is required to become a Loan Party, cause each Loan Party
          (including any Subsidiaries of any Loan Party that are required to
          become Loan Parties) to pledge the Equity Interests of such CFC as
          otherwise provided in subclauses (B)(x) and (B)(y), except that only
          66% of the voting Equity Interests and 100% of the non-voting Equity
          Interests of such CFC shall be pledged in favor of the Secured
          Parties,

               (iii) notwithstanding anything to the contrary contained in this
          Section 5.01(j), in connection with the acquisition of a New Owned
          Property by a Loan Party, (A) within 30 days after such acquisition,
          furnish to the Administrative Agent a description, in detail
          satisfactory to the Administrative Agent, of such New Owned Property
          and (B) within 45 days after such acquisition, furnish to the
          Administrative

<PAGE>

          Agent each of the items set forth in Sections 3.01(a)(iv)(A), (iv)(B),
          (iv)(C), (iv)(D) and (iv)(F), mutatis mutandis, in each case in
          respect of such New Owned Property,

               (iv) within 45 days after such request, formation or acquisition,
          take, and cause each Loan Party and each newly acquired or newly
          formed Subsidiary of a Loan Party (other than any such Subsidiary that
          is a CFC or a Subsidiary that is held directly or indirectly by a CFC)
          to take, whatever action (including, without limitation, the recording
          of mortgages, the filing of Uniform Commercial Code financing
          statements, the giving of notices and the endorsement of notices on
          title documents) may be reasonably necessary in the reasonable opinion
          of the Collateral Agent to vest in the Collateral Agent (or in any
          representative of the Collateral Agent designated by it), for the
          benefit of the Secured Parties valid second-priority (subject only to
          the Lien of the First Lien Representative in favor of the holders of
          the First Lien Obligations and other Liens permitted hereunder) and
          subsisting Liens on the properties purported to be subject to the
          mortgages, pledges, assignments, security agreement supplements,
          intellectual property security agreement supplements and security
          agreements delivered pursuant to this Section 5.01(j), enforceable
          against all third parties in accordance with their terms, and

               (v) within 60 days after such request, formation or acquisition,
          deliver to the Collateral Agent, upon the reasonable request of the
          Collateral Agent, a signed copy of a favorable opinion, addressed to
          the Collateral Agent and the other Secured Parties, of counsel for the
          Loan Parties reasonably acceptable to the Collateral Agent as to (1)
          the matters contained in this Section 5.01(j)(i), (ii), (iii) and (iv)
          above, (2) such guaranties, guaranty supplements, mortgages, pledges,
          assignments, security agreement supplements, intellectual property
          security agreement supplements and other security agreements being
          legal, valid and binding obligations of each Loan Party party thereto
          enforceable in accordance with their terms, (3) such recordings,
          filings, notices, endorsements and other actions being sufficient to
          create valid perfected Liens on such properties and (4) such other
          matters as the Collateral Agent may reasonably request.

          (k) Further Assurances. (i) Promptly upon request by any Agent, or any
     Lender through the Administrative Agent, correct, and cause each of its
     Subsidiaries promptly to correct, any material defect or error that may be
     discovered in any Loan Document or in the execution, acknowledgment, filing
     or recordation thereof, and

          (ii) Promptly upon request by any Agent, or any Lender through the
     Administrative Agent, do, execute, acknowledge, deliver, record, re-record,
     file, re-file, register and re-register any and all such further acts,
     deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust
     deeds, assignments, financing statements and continuations thereof,
     termination statements, notices of assignment, transfers, certificates,
     assurances and other instruments as any Agent, or any Lender through the
     Administrative Agent, may reasonably require from time to time in order to
     (A) carry out more effectively the purposes of the Loan Documents, (B) to
     the fullest extent permitted by applicable law, subject any Loan Party's or
     any of its Subsidiaries' properties, assets, rights or interests to the
     Liens now or hereafter intended to be covered by any of the Collateral
     Documents, (C) perfect and maintain the validity, effectiveness and
     priority of any of the Collateral Documents and any of the Liens intended
     to be created thereunder and (D) assure, convey, grant, assign, transfer,
     preserve, protect and confirm more effectively unto the Secured Parties the
     rights granted or now or hereafter intended to be granted to the Secured
     Parties under any Loan Document or under any other instrument executed in
     connection with any Loan Document to which any Loan Party or any of its
     Subsidiaries is or is to be a party, and cause each of its Subsidiaries to
     do so.

<PAGE>

          (l) Preparation of Environmental Reports. At the reasonable request of
     the Administrative Agent or the Collateral Agent after the release or
     threatened release of hazardous materials or any condition reasonably
     likely to give rise to an Environmental Action that would regarding any of
     the foregoing be reasonably likely (whether individually or in the
     aggregate) to have a Material Adverse Effect, provide to the Lenders within
     60 days after such request, at the expense of the Borrower, an
     environmental site assessment report of reasonable scope for any of its or
     its Subsidiaries' properties described in the Mortgages, prepared by an
     environmental consulting firm reasonably acceptable to the Administrative
     Agent or the Collateral Agent, indicating the presence or absence of
     Hazardous Materials and the estimated cost of any compliance, removal or
     remedial action in connection with any Hazardous Materials on such
     properties; without limiting the generality of the foregoing, if the
     Administrative Agent or the Collateral Agent reasonably determines that a
     material risk exists that any such report will not be provided within the
     time referred to above, the Administrative Agent or the Collateral Agent
     may retain an environmental consulting firm to prepare such report at the
     expense of the Borrower, and the Borrower hereby grants and agrees to take
     all reasonable actions to cause any Subsidiary of the Borrower that owns
     any property described in the Mortgages to grant at the time of such
     request to the Agents, the Lenders, such firm and any agents or
     representatives thereof an irrevocable non-exclusive license, subject to
     the rights of tenants, to reasonably enter onto their respective properties
     to reasonably undertake such an assessment.

          (m) Compliance with Terms of Leaseholds. Make all payments and
     otherwise perform all obligations in respect of all leases of real property
     to which the Borrower or any of its Subsidiaries is a party, keep such
     leases in full force and effect and not allow such leases to lapse or be
     terminated or any rights to renew such leases to be forfeited or cancelled,
     notify the Administrative Agent of any default by any party with respect to
     such leases and cooperate with the Administrative Agent in all respects to
     cure any such default, and cause each of its Subsidiaries to do so, except,
     in any case, where the failure to do so, either individually or in the
     aggregate, could not be reasonably likely to have a Material Adverse
     Effect.

          (n) Performance of Material Contracts. Perform and observe all the
     terms and provisions of each Material Contract to be performed or observed
     by it, maintain each such Material Contract in full force and effect and
     enforce each such Material Contract in accordance with its terms, except,
     in any case, where the failure to do so, either individually or in the
     aggregate, could not be reasonably likely to have a Material Adverse
     Effect.

          (o) Use of Proceeds. Use the proceeds of each of the Advances solely
     for the purposes set forth in the Preliminary Statements hereof.

          (p) Maintenance of Credit Ratings. Maintain ratings of the Facility by
     Moody's and S&P.

          (q) Control Agreements. Use commercially reasonable efforts to duly
     execute and deliver to the collateral agent under the First Lien Senior
     Credit Facilities within 90 days after the Effective Date (i) each
     Securities Account Control Agreement referred to in the Security Agreement,
     duly executed by the Collateral Agent, the applicable Loan Party and the
     applicable securities intermediary and (ii) each Deposit Account Control
     Agreement referred to in the Security Agreement, duly executed by the
     Collateral Agent, the applicable Loan Party and the applicable depositary
     bank; provided that no Loan Party shall be required to deliver any such
     Securities Account Control Agreement or Deposit Account Control Agreement
     with respect to any securities account or deposit account as long as the
     aggregate principal amount of funds and

<PAGE>

     financial assets credited to all such securities accounts and deposit
     accounts does not exceed $2,000,000.

          (r) Merge BISYS Entities. Cause the Company and each Subsidiary of the
     Company listed on Schedule V hereto to be merged into one or more Loan
     Parties (in each case with a Loan Party being the surviving corporation)
     within 30 days after the Effective Date.

     SECTION 5.02. Negative Covenants. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid or any
Lender shall have any Commitment hereunder, each Loan Party and its Subsidiaries
will not, at any time:

          (a) Liens, Etc. Create, incur, assume or suffer to exist, or permit
     any of its Subsidiaries to create, incur, assume or suffer to exist, any
     Lien on or with respect to any of its properties of any character
     (including, without limitation, accounts) whether now owned or hereafter
     acquired, or sign or file or suffer to exist, or permit any of its
     Subsidiaries to sign or file or suffer to exist, under the Uniform
     Commercial Code of any jurisdiction, a financing statement that names any
     Loan Party or any of its Subsidiaries as debtor, or sign or suffer to
     exist, or permit any of its Subsidiaries to sign or suffer to exist, any
     security agreement authorizing any secured party thereunder to file such
     financing statement, or assign, or permit any of its Subsidiaries to
     assign, any accounts or other right to receive income, except:

               (i) Liens created under the Loan Documents;

               (ii) Permitted Liens for the Borrower and its Subsidiaries;

               (iii) Liens existing on the date hereof and described on Schedule
          4.01(u) hereto;

               (iv) purchase money Liens upon or in real property or equipment
          acquired or held by the Borrower or any of its Subsidiaries to secure
          the purchase price of such property or equipment or to secure Debt
          incurred solely for the purpose of financing the acquisition,
          construction or improvement of any such property or equipment to be
          subject to such Liens (other than any such Liens created in
          contemplation of such acquisition that do not secure the purchase
          price), or extensions, renewals or replacements of any of the
          foregoing for the same or a lesser amount; provided, however, that no
          such Lien shall extend to or cover any property other than the
          property or equipment being acquired, constructed or improved, and no
          such extension, renewal or replacement shall extend to or cover any
          property not theretofore subject to the Lien being extended, renewed
          or replaced; and provided further that the aggregate principal amount
          of the Debt secured by Liens permitted by this clause (iv) shall not
          exceed the amount permitted under Section 5.02(b)(iii)(B) at any time
          outstanding;

               (v) any Lien existing on any property or asset prior to the
          acquisition thereof by the Borrower or any Subsidiary of the Borrower
          or existing on any property or asset of any Person that becomes a
          Subsidiary of the Borrower after the date hereof prior to the time
          such Person becomes a Subsidiary of the Borrower; provided that (A)
          such Lien is not created in contemplation of or in connection with
          such acquisition or such Person becoming a Subsidiary of the Borrower,
          as applicable, (B) such Lien shall not apply to any other property or
          assets of the Borrower or any Subsidiary of the Borrower (other than
          proceeds) and (C) such Lien shall secure only those obligations which
          it secures on the date of such acquisition or the date such Person
          becomes a Subsidiary of the

<PAGE>

          Borrower, as applicable, and extensions, renewals, refinancings and
          replacements thereof that do not increase the outstanding principal
          amount thereof (plus accrued interest and premiums in respect
          thereof);

               (vi) Liens arising in connection with Capitalized Leases of the
          Borrower or any of its Subsidiaries permitted under Section
          5.02(b)(iii)(C); provided that no such Lien shall extend to or cover
          any Collateral or assets other than the assets subject to such
          Capitalized Leases;

               (vii) Liens created under or in respect of the First Lien Senior
          Credit Facilities;

               (viii) Liens of a collecting bank arising in the ordinary course
          of business under Section 4-208 of the Uniform Commercial Code in
          effect in the relevant jurisdiction covering only the items being
          collected upon;

               (ix) Liens granted by a Subsidiary of the Borrower that is not a
          Loan Party in favor of the Borrower or another Loan Party in respect
          of Debt owed by such Subsidiary;

               (x) Liens on securities held by the Borrower or any of its
          Subsidiaries representing an interest in a joint venture to which the
          Borrower or such Subsidiary is a party (provided that such joint
          venture is permitted under Section 5.02(f) and is not a Subsidiary of
          the Borrower) to the extent that (A) such Liens constitute purchase
          options, calls or similar rights of a counterparty to such joint
          venture and (B) such Liens are granted pursuant to the terms of the
          partnership agreement, joint venture agreement or other similar
          document or documents pursuant to which such joint venture was created
          or otherwise governing the rights and obligations of the parties to
          such joint venture; and

               (xi) other Liens with respect to property or assets of the
          Borrower or any Subsidiary of the Borrower with an aggregate fair
          market value (valued at the time of the creation of the Liens) for all
          such Liens in the aggregate not to exceed $7,500,000 at any time.

          (b) Debt. Create, incur, assume or suffer to exist, or permit any of
     its Subsidiaries to create, incur, assume or suffer to exist, any Debt,
     except:

               (i) in the case of the Borrower,

                    (A) Debt in respect of Hedge Agreements designed to hedge
               against fluctuations in interest rates or currency rates incurred
               in the ordinary course of business and consistent with prudent
               business practice, and

                    (B) Debt owed to, or guarantees in favor of, a wholly owned
               Subsidiary of the Borrower, which Debt, if such Subsidiary is a
               Loan Party, (x) shall be subordinated to the Obligations and (y)
               shall, in the case of intercompany advances, be evidenced by
               promissory notes pledged as security for the Obligations of the
               holder thereof under the Loan Documents to which such holder is a
               party and delivered to the Collateral Agent pursuant to the terms
               of the Security Agreement;

               (ii) in the case of any Subsidiary of the Borrower

<PAGE>

                    (A) which is a Loan Party, Debt owed to, or guarantees in
               favor of, the Borrower or to a wholly owned Subsidiary of the
               Borrower which is a Loan Party, provided that, in each case, such
               Debt shall, in the case of intercompany advances, be evidenced by
               promissory notes pledged as security for the Obligations of the
               holder thereof under the Loan Documents to which such holder is a
               party and delivered to the Collateral Agent pursuant to the terms
               of the Security Agreement, and

                    (B) which is not a Loan Party, (1) Debt owed to any Loan
               Party which is permitted by Section 5.02(f)(x) and (2) Debt used
               to finance working capital needs of such Subsidiary, provided
               that such Debt is not supported by a guarantee or collateral
               provided by a Loan Party and the aggregate amount of Debt
               permitted under this clause (B)(2) does not exceed $10,000,000;
               and

               (iii) the Guaranties and, in the case of the Borrower and its
          Subsidiaries,

                    (A) Debt under the Loan Documents,

                    (B) so long as no Default has occurred and is continuing,
               Debt secured by Liens permitted by Section 5.02(a)(iv) not to
               exceed in the aggregate $10,000,000 at any time outstanding,

                    (C) Capitalized Leases not to exceed in the aggregate
               $20,000,000 at any time outstanding,

                    (D) Debt of any Person that becomes a Subsidiary of the
               Borrower after the date hereof in accordance with the terms of
               Section 5.02(f) which Debt does not exceed $10,000,000 in the
               aggregate, is existing at the time such Person becomes a
               Subsidiary of the Borrower and is not created in contemplation of
               or in connection with such Person becoming a Subsidiary of the
               Borrower,

                    (E) Debt under or in respect of the First Lien Senior Credit
               Facilities,

                    (F) Surviving Debt existing on the date hereof and set forth
               in Schedule 4.01(t) hereto and extensions, renewals and
               replacements of any such Debt, provided that such extending,
               renewal or replacement Debt (1) shall not add guarantors,
               obligors or security from that which applied to the Debt being
               extended, renewed or replaced, (2) shall not be in principal
               amount that exceeds the principal amount of the Debt being
               extended, renewed or replaced (plus accrued interest and premium
               thereon), (3) shall not have an earlier maturity date or a
               decreased Weighted Average Life to Maturity than the Debt being
               extended, renewed or replaced, (4) shall be subordinated to the
               Obligations on the same terms (or, from the perspective of the
               Lenders, better terms), if any, as the Debt being extended,
               renewed or replaced and (5) shall not have terms relating to
               collateral (if any) or other material terms (taken as a whole)
               that are materially less favorable to the Loan Parties than the
               terms of the Debt being extended, renewed or replaced,

                    (G) Debt owed to any Person providing workers' compensation,
               health, disability or other employee benefits or property,
               casualty or liability

<PAGE>

               insurance, pursuant to reimbursement or indemnification
               obligations to such Person, in each case incurred in the ordinary
               course of business,

                    (H) (1) Debt of the Borrower or any Subsidiary of the
               Borrower in respect of performance bonds, bid bonds, appeal
               bonds, surety bonds, completion guarantees and similar
               obligations, in each case provided in the ordinary course of
               business and (2) any refinancings, renewals and replacements of
               any such Debt pursuant to the preceding clause (1) that do not
               increase the outstanding principal amount thereof (plus accrued
               interest and premium in respect thereof),

                    (I) Debt arising from the honoring by a bank or other
               financial institution of a check, draft or similar instrument
               drawn against insufficient funds in the ordinary course of
               business, provided that such Debt is extinguished within two
               Business Days of its incurrence,

                    (J) Debt arising from agreements of the Borrower or a
               Subsidiary of the Borrower providing for indemnification in
               connection with the disposition of any business, any assets or
               any Subsidiary of the Borrower, other than Guarantees of Debt
               incurred by any Person acquiring all or any portion of such
               business, assets or Subsidiary for the purpose of financing such
               acquisition; and

                    (K) So long as no Default has occurred and is continuing,
               other Debt of the Borrower in an aggregate principal amount not
               to exceed $7,500,000 at any one time outstanding.

          (c) Nature of Business. Enter into any business, either directly or
     through any Subsidiary of the Borrower, except for those businesses in
     which the Borrower and its Subsidiaries are engaged on the date of this
     Agreement (after giving effect to the Acquisition) or that are reasonably
     related or ancillary thereto.

          (d) Mergers, Etc. Merge into or consolidate with any Person or permit
     any Person to merge into it, or permit any of its Subsidiaries to do so,
     except that:

               (i) any Subsidiary of the Borrower may merge into or consolidate
          with any other Subsidiary of the Borrower, provided that, in the case
          of any such merger or consolidation, the Person formed by such merger
          or consolidation shall be a wholly owned Subsidiary of the Borrower,
          provided further that, in the case of any such merger or consolidation
          to which a Guarantor is a party, the Person formed by such merger or
          consolidation shall be a Guarantor;

               (ii) in connection with any acquisition permitted under Section
          5.02(f), the Borrower or any Subsidiary of the Borrower may merge into
          or consolidate with any other Person or permit any other Person to
          merge into or consolidate with it; provided that the Person surviving
          such merger shall be the Borrower or a wholly owned Subsidiary of the
          Borrower; and

               (iii) in connection with any sale or other disposition permitted
          under Section 5.02(e)(ii), any Subsidiary of the Borrower may merge
          into or consolidate with any other Person or permit any other Person
          to merge into or consolidate with it;

<PAGE>

     provided, however, that in each case, immediately before and after giving
     effect thereto, no Default shall have occurred and be continuing and in the
     case of any such merger to which the Borrower is a party, the Borrower is
     the surviving corporation.

          (e) Sales, Etc., of Assets. Sell, lease, transfer or otherwise dispose
     of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise
     dispose of, any assets, or agree or permit any of its Subsidiaries to agree
     to sell, lease, transfer or otherwise dispose of (including by the grant of
     any option or other right in favor of any Person to purchase, lease or
     otherwise acquire) any assets, except:

               (i) sales of Inventory in the ordinary course of its business and
          the granting of any option or other right in favor of any Person to
          purchase, lease or otherwise acquire Inventory in the ordinary course
          of its business;

               (ii) in a transaction authorized by Section 5.02(d);

               (iii) sales, transfers or other dispositions of assets among the
          Borrower and Guarantors;

               (iv) used, obsolete, worn out or surplus equipment or property in
          the ordinary course of business;

               (v) sales, transfers and dispositions of accounts receivable in
          connection with the compromise, settlement or collection thereof;

               (vi) dispositions resulting from any casualty or other insured
          damage to, or any taking under power of eminent domain or by
          condemnation or similar proceeding of, any property or asset of the
          Borrower or any Subsidiary of the Borrower;

               (vii) licensing and cross-licensing arrangements entered into in
          the ordinary course of business involving any technology or other
          intellectual property of the Borrower or any Subsidiary of the
          Borrower;

               (viii) (A) dispositions of cash or Cash Equivalents for fair
          value and (B) leases and subleases of property in the ordinary course
          of business not materially interfering with the business of the
          Borrower and its Subsidiaries;

               (ix) the sale of any other asset by the Borrower or any of its
          Subsidiaries so long as (A) immediately before and after giving effect
          thereto, no Default shall occur and be continuing, (B) the purchase
          price paid to the Borrower or such Subsidiary for such asset shall be
          no less than the fair market value of such asset at the time of such
          sale, (C) the purchase price for such asset shall be paid to the
          Borrower or such Subsidiary at least 75% in cash and (D) the aggregate
          fair market value of such asset and all other assets sold by the
          Borrower and its Subsidiaries, and the aggregate purchase price paid
          to the Borrower and all of its Subsidiaries for such asset and all
          other assets sold by the Borrower and its Subsidiaries, in each case
          during the same Fiscal Year pursuant to this clause (ix), shall not
          exceed $7,500,000; and

               (x) any other sale, transfer or other disposition of any asset by
          the Borrower or any of its Subsidiaries to the extent such sale,
          transfer or other disposition is permitted under the First Lien Senior
          Credit Facilities.

<PAGE>

     provided that in the case of sales of assets pursuant to clause (ix) above,
     the applicable Loan Party shall, on the date of receipt by such Loan Party
     or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay
     the Advances pursuant to, and in the amount and order of priority set forth
     in, Section 2.04(b)(ii), as specified therein.

          (f) Investments in Other Persons. Make or hold, or permit any of its
     Subsidiaries to make or hold, any Investment, except:

               (i) (A) equity Investments by the Borrower and its Subsidiaries
          in their Subsidiaries outstanding on the date hereof and (B)
          additional equity Investments in Loan Parties;

               (ii) loans and advances to employees in the ordinary course of
          the business of the Loan Parties and their Subsidiaries as presently
          conducted in compliance with all applicable laws (including the
          Sarbanes-Oxley Act of 2002, as amended) and in an aggregate principal
          amount not to exceed $1,000,000 at any time outstanding;

               (iii) Investments by the Loan Parties and their Subsidiaries in
          Cash Equivalents;

               (iv) Investments existing on the date hereof and described on
          Schedule 4.01(w) hereto;

               (v) Investments by the Borrower in Hedge Agreements permitted
          under Section 5.02(b)(i)(A);

               (vi) Investments consisting of intercompany Debt permitted under
          Section 5.02(b) among the Loan Parties;

               (vii) Investments of any Person existing at the time such Person
          becomes a Subsidiary of the Borrower or consolidates or merges with
          the Borrower or any of its Subsidiaries (including in connection with
          an Investment permitted under Section 5.02(f)(ix)) so long as such
          Investments were not made in contemplation of such Person becoming a
          Subsidiary of the Borrower or of such merger and such Person shall use
          commercially reasonable efforts to promptly cause such Investments to
          comply with this Agreement;

               (viii) Investments received in connection with the dispositions
          of assets permitted by Section 5.02(e);

               (ix) the purchase or other acquisition by the Borrower or any of
          its Subsidiaries of (A) all of the Equity Interests in any Person
          that, upon the consummation thereof, will be wholly owned directly by
          the Borrower or one or more of its wholly owned Subsidiaries
          (including, without limitation, as a result of a merger or
          consolidation) or (B) the assets comprising a division of business
          unit of, or all or a substantial part of the business of, any Person;
          provided that, with respect to each purchase or other acquisition made
          pursuant to this clause (ix):

                    (A) the Loan Parties and any such newly created or acquired
               Subsidiary shall comply with the requirements of Section 5.01(j);

<PAGE>

                    (B) the lines of business of the Person to be (or the
               property and assets of which are to be) so purchased or otherwise
               acquired shall be substantially the same lines of business as
               those of the Borrower and its Subsidiaries or lines of business
               reasonably related or ancillary thereto;

                    (C) the total cash consideration (including all assumption
               of debt, liabilities and other obligations in connection
               therewith) paid by or on behalf of the Borrower and its
               Subsidiaries for any such purchase or other acquisition, when
               aggregated with the total cash consideration (including all
               assumption of debt, liabilities and other obligations in
               connection therewith) paid by or on behalf of the Borrower and
               its Subsidiaries for all other purchases and other acquisitions
               made by the Borrower and its Subsidiaries pursuant to this clause
               (ix), shall not exceed, if immediately after giving pro forma
               effect to such purchase or other acquisition the Total Leverage
               Ratio shall be (1) higher than 4.00:1.00, $50,000,000, (2) higher
               than 3.50:1.00 but lower than or equal to 4.00:1.00, $75,000,000
               and (3) otherwise, $125,000,000; provided that immediately after
               giving effect to any such Investment either (a) the availability
               under the First Lien Senior Credit Facilities shall be at least
               $15,000,000 or (b) the Borrower shall have at least $15,000,000
               of cash on hand; provided, further that (i) Investments made in
               compliance with this Section 5.02(f)(ix)(C) may continue to be
               maintained in the event that the Total Leverage Ratio increases
               after the consummation of such Investment (other than as a result
               of such Investment and any transaction related thereto) so that
               such Investments would no longer be permitted had they been made
               after such increase and (ii) no Default as a result of a breach
               of this Section 5.02(f)(ix)(C) shall occur solely as a result of
               any such increase in the Total Leverage Ratio;

                    (D) (1) immediately before and immediately after giving pro
               forma effect to any such purchase or other acquisition, no
               Default shall have occurred and be continuing and (2) immediately
               after giving pro forma effect to such purchase or other
               acquisition, (x) the Borrower and its Subsidiaries shall be in
               pro forma compliance with the covenant set forth in Section 5.04,
               (y) the Total Leverage Ratio shall be at least 0.25 below the
               Maximum Total Leverage Ratio that shall then be applicable under
               Section 5.04 and (z) the Administrative Agent shall have received
               reasonable projections demonstrating pro forma compliance with
               such covenant through the Termination Date with respect to the
               Facility, such ratios and compliance to be determined on the
               basis of the financial statements most recently required to be
               delivered to the Administrative Agent and the Lenders pursuant to
               Section 5.03(b) or (c), as the case may be, as though such
               purchase or other acquisition had been consummated as of the
               first day of the fiscal period covered thereby; and

                    (E) such Loan Party shall have delivered to the
               Administrative Agent, on behalf of the Lenders, at least five
               Business Days prior to the date on which any such purchase or
               other acquisition is to be consummated, a certificate of a
               Responsible Officer, in form and substance reasonably
               satisfactory to the Administrative Agent, certifying that all of
               the requirements set forth in this clause (ix) have been
               satisfied or will be satisfied on or prior to the consummation of
               such purchase or other acquisition;

<PAGE>

               (x) Investments by Loan Parties in Subsidiaries that are not Loan
          Parties, including, without limitation, capital contributions, loans
          and advances by Loan Parties to Subsidiaries that are not Loan Parties
          and Guarantees by Loan Parties of Debt of Subsidiaries that are not
          Loan Parties, in an aggregate amount for all Investments made under
          this clause (x) not to exceed $20,000,000 at any time outstanding; and

               (xi) Investments by the Borrower and its Subsidiaries not
          otherwise permitted under this Section 5.02(f) in an aggregate amount
          not to exceed $7,500,000 plus an amount equal to any returns of
          capital actually received in cash in respect of any such Investments
          (which amount shall not exceed the amount of such Investment valued at
          cost at the time such Investment was made); provided that, with
          respect to each Investment made pursuant to this clause (xi), any
          determination of the amount of such Investment shall include all cash
          and noncash consideration (including, without limitation, the fair
          market value of all Equity Interests issued or transferred to the
          sellers thereof, all indemnities, earnouts and other contingent
          payment obligations to, and the aggregate amounts paid or to be paid
          under noncompete, consulting and other affiliated agreements with, the
          sellers thereof, all write-downs of property and assets and reserves
          for liabilities with respect thereto and all assumptions of debt,
          liabilities and other obligations in connection therewith) paid by or
          on behalf of the Borrower and its Subsidiaries in connection with such
          Investment.

          (g) Restricted Payments. Declare or pay any dividends, purchase,
     redeem, retire, defease or otherwise acquire for value any of its Equity
     Interests now or hereafter outstanding, return any capital to its
     stockholders, partners or members (or the equivalent Persons thereof) as
     such, make any distribution of assets, Equity Interests, obligations or
     securities to its stockholders, partners or members (or the equivalent
     Persons thereof) as such, or permit any of its Subsidiaries to do any of
     the foregoing, or permit any of its Subsidiaries to purchase, redeem,
     retire, defease or otherwise acquire for value any Equity Interests in the
     Borrower or to issue or sell any Equity Interests therein, except that so
     long as no Default shall have occurred and be continuing at the time of any
     action described below or would result therefrom:

               (i) the Borrower may (A) declare and pay dividends and
          distributions payable only in common stock of the Borrower and (B)
          except to the extent the Net Cash Proceeds thereof are required to be
          applied to the prepayment of the Advances pursuant to Section 2.04(b),
          purchase, redeem, retire, defease or otherwise acquire shares of its
          capital stock with the proceeds received contemporaneously from the
          issue of new shares of its capital stock with equal or inferior voting
          powers, designations, preferences and rights;

               (ii) any Subsidiary of the Borrower may declare and pay dividends
          ratably with respect to its capital stock, membership or partnership
          interests or similar Equity Interests; and

               (iii) the Borrower may make payments pursuant to and in
          accordance with stock option plans or other benefit plans and in
          compliance with all applicable laws (including the Sarbanes-Oxley Act
          of 2002, as amended) for management or employees of the Borrower and
          its Subsidiaries that have been approved by the board of directors of
          the Borrower in an amount not to exceed $1,000,000 during any fiscal
          year.

          (h) Amendments of Constitutive Documents, Etc. Amend, or permit any of
     its Subsidiaries to amend, (i) its certificate of incorporation or bylaws
     or other constitutive

<PAGE>

     documents or (ii) any documents or instruments governing any material Debt
     other than the Loan Documents, other than amendments that could not be
     reasonably expected to have a Material Adverse Effect or adversely affect
     the interests of the Lenders.

          (i) Accounting Changes. Make or permit, or permit any of its
     Subsidiaries to make or permit, any change in (i) accounting policies or
     reporting practices except as required by generally accepted accounting
     principles or (ii) its Fiscal Year.

          (j) Prepayments, Etc., of Certain Debt. Prepay, redeem, purchase,
     defease or otherwise satisfy prior to the scheduled maturity thereof in any
     manner, or make any payment in violation of any subordination terms of, the
     Senior Subordinated Convertible Notes.

          (k) Amendment, Etc., of Certain Documents. (i) Cancel, amend, modify
     or change in any manner any term or condition of any of the Senior
     Subordinated Convertible Notes or the Senior Subordinated Convertible Notes
     Indenture, or give any consent, waiver or approval thereunder, in any
     manner that would be or is reasonably likely to be materially adverse to
     the interests or rights of the Lenders or (ii) amend, supplement or
     otherwise modify any term of, or refinance, replace or refund any
     obligations under, the First Lien Senior Credit Facilities, in any manner
     that would be prohibited under the terms of the Intercreditor Agreement.

          (l) Negative Pledge. Enter into or suffer to exist, or permit any of
     its Subsidiaries to enter into or suffer to exist, any agreement
     prohibiting or conditioning the creation or assumption of any Lien upon any
     of its property or assets except (i) in favor of the Secured Parties or
     (ii) in connection with (A) the First Lien Senior Credit Facilities, (B)
     any purchase money Debt permitted by Section 5.02(b)(iii)(B) solely to the
     extent that the agreement or instrument governing such Debt prohibits a
     Lien on the property acquired with the proceeds of such Debt, (C) any
     Capitalized Lease permitted by Section 5.02(b)(iii)(C) solely to the extent
     that such Capitalized Lease prohibits a Lien on the property subject
     thereto or (D) any agreement or instrument governing the terms of Debt
     permitted under Section 5.02(b)(iii)(D) but only to the extent that such
     restrictions or conditions are imposed only on the Person who becomes a
     Subsidiary of the Borrower and such agreement or instrument was not entered
     into in contemplation of such Person becoming a Subsidiary of the Borrower.

          (m) Partnerships, Etc. Become a general partner in any general or
     limited partnership or joint venture, or permit any of its Subsidiaries to
     do so.

          (n) Speculative Transactions. Engage, or permit any of its
     Subsidiaries to engage, in any transaction involving commodity options or
     futures contracts or any similar speculative transactions.

          (o) Payment Restrictions Affecting Subsidiaries. Directly or
     indirectly, enter into or suffer to exist, or permit any of its
     Subsidiaries to enter into or suffer to exist, any agreement or arrangement
     limiting the ability of any of its Subsidiaries to declare or pay dividends
     or other distributions in respect of its Equity Interests or repay or
     prepay any Debt owed to, make loans or advances to, or otherwise transfer
     assets to or invest in, the Borrower or any Subsidiary of the Borrower
     (whether through a covenant restricting dividends, loans, asset transfers
     or investments, a financial covenant or otherwise), except (i) the Loan
     Documents, (ii) any agreement or instrument evidencing Surviving Debt or
     the First Lien Senior Credit Facilities, (iii) any agreement in effect at
     the time such Subsidiary becomes a Subsidiary of the Borrower, so long as
     such agreement was not entered into solely in contemplation of such Person
     becoming a Subsidiary of the Borrower and (iv) customary restrictions and
     conditions contained in

<PAGE>

     agreements relating to the sale of a Subsidiary of the Borrower or the sale
     of assets pending such sale, provided such restrictions apply only to the
     Subsidiary of the Borrower or assets to be sold.

          (p) Amendment, Etc., of Material Contracts. Cancel or terminate any
     Material Contract (in each case other than in accordance with its terms) or
     consent to or accept any cancellation or termination thereof (in each case
     other than in accordance with its terms), amend or otherwise modify any
     Material Contract or give any consent, waiver or approval thereunder, waive
     any default under or breach of any Material Contract, except if to do so
     could not reasonably be expected to have a Material Adverse Effect.

     SECTION 5.03. Reporting Requirements. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid or any
Lender shall have any Commitment hereunder, the Borrower will furnish to the
Agents and the Lenders:

          (a) Default Notice. As soon as possible and in any event within two
     days after the occurrence of each Default or any event, development or
     occurrence reasonably likely to have a Material Adverse Effect continuing
     on the date of such statement, a statement of the chief financial officer
     of the Borrower setting forth details of such Default or event and the
     action that the Borrower has taken and proposes to take with respect
     thereto.

          (b) Annual Financials. (i) As soon as available and in any event
     within 90 days after the end of each Fiscal Year, a copy of the annual
     audit report for such year for the Borrower and its Subsidiaries, including
     therein a Consolidated balance sheet of the Borrower and its Subsidiaries
     as of the end of such Fiscal Year and a Consolidated statement of income
     and a Consolidated statement of cash flows of the Borrower and its
     Subsidiaries for such Fiscal Year, in each case accompanied by an opinion
     of PricewaterhouseCoopers or other independent public accountants of
     recognized standing, together with a certificate of such accounting firm
     stating that in the course of the regular audit of the business of the
     Borrower and its Subsidiaries, which audit was conducted by such accounting
     firm in accordance with generally accepted auditing standards, such
     accounting firm has obtained no knowledge that a Default has occurred and
     is continuing, or if, in the opinion of such accounting firm, a Default has
     occurred and is continuing, a statement as to the nature thereof.

          (ii) As soon as available and in any event within 90 days after the
     end of each Fiscal Year, a copy of the consolidating statements of income
     of the Borrower and its Subsidiaries for such Fiscal Year in reasonable
     detail and duly certified by the Chief Financial Officer of the Borrower as
     having been prepared in accordance with GAAP.

          (c) Quarterly Financials. (i) As soon as available and in any event
     within 45 days after the end of each of the first three quarters of each
     Fiscal Year, commencing with the fiscal quarter ending June 30, 2006, a
     Consolidated balance sheet of the Borrower and its Subsidiaries as of the
     end of such quarter and a Consolidated statement of income and a
     Consolidated statement of cash flows of the Borrower and its Subsidiaries
     for the period commencing at the end of the previous fiscal quarter and
     ending with the end of such fiscal quarter and a Consolidated statement of
     income and a Consolidated statement of cash flows of the Borrower and its
     Subsidiaries for the period commencing at the end of the previous Fiscal
     Year and ending with the end of such quarter, setting forth in each case in
     comparative form the corresponding figures for the corresponding date or
     period of the preceding Fiscal Year, all in reasonable detail and duly
     certified (subject to normal year-end audit adjustments and the absence of
     footnotes) by the Chief Financial Officer of the Borrower as having been
     prepared in accordance with GAAP.

<PAGE>

          (ii) As soon as available and in any event within 45 days after the
     end of each of the first three quarters of each Fiscal Year, commencing
     with the fiscal quarter ending June 30, 2006, a copy of the consolidating
     statement of income of the Borrower and its Subsidiaries for the period
     commencing at the end of the previous Fiscal Year and ending with the end
     of such quarter in reasonable detail and duly certified (subject to normal
     year-end audit adjustments and the absence of footnotes) by the Chief
     Financial Officer of the Borrower as having been prepared in accordance
     with GAAP.

          (d) Monthly Financials. As soon as available and in any event within
     30 days after the end of each such month, a Consolidated balance sheet of
     the Borrower and its Subsidiaries as of the end of such month and a
     Consolidated statement of income and a Consolidated statement of cash flows
     of the Borrower and its Subsidiaries for the period commencing at the end
     of the previous month and ending with the end of such month and a
     Consolidated statement of income and a Consolidated statement of cash flows
     of the Borrower and its Subsidiaries for the period commencing at the end
     of the previous Fiscal Year and ending with the end of such month, setting
     forth in each case in comparative form the corresponding figures for the
     corresponding date or period of the preceding year, all in reasonable
     detail and duly certified by the Chief Financial Officer of the Borrower.

          (e) CFO Certificate. Commencing with the fiscal quarter ending June
     30, 2006, concurrently with the delivery of financial statements under
     paragraphs (b) and (c) above, a certificate of the Chief Financial Officer
     (i) stating that no Default has occurred and is continuing or, if a Default
     has occurred and is continuing, a statement as to the nature thereof and
     the action that the Borrower has taken and proposes to take with respect
     thereto, (ii) showing the computations used by the Borrower in determining
     compliance with the covenants contained in Section 5.04 and (iii) in the
     event of any change in GAAP used in the preparation of such financial
     statements, specifying the effect of such change on such financial
     statements.

          (f) Insurance. Together with delivery of annual financial statements,
     a report summarizing the insurance coverage (specifying type, amount and
     carrier) in effect for each Loan Party and its Subsidiaries and containing
     such additional information as any Agent may reasonably specify.

          (g) Annual Forecasts. As soon as available and in any event no later
     than 60 days after the end of each Fiscal Year, forecasts prepared by
     management of the Borrower, in form reasonably satisfactory to the
     Administrative Agent, of balance sheets, income statements and cash flow
     statements on a monthly basis for the Fiscal Year following such Fiscal
     Year.

          (h) Litigation. Promptly after the Borrower has knowledge of the
     commencement thereof, notice of all actions, suits, investigations,
     litigation and proceedings before any Governmental Authority affecting any
     Loan Party or any of its Subsidiaries of the type described in Section
     4.01(f) (including clauses (i) and (ii) thereof), and promptly after the
     occurrence thereof, notice of any material adverse change in the status of
     the Disclosed Litigation from that described on Schedule 4.01(f) hereto.

          (i) Securities Reports. To the extent not publicly available, promptly
     after the sending or filing thereof, copies of all proxy statements,
     financial statements and reports that any Loan Party or any of its
     Subsidiaries filed with the Securities and Exchange Commission or any
     Governmental Authority that may be substituted therefor, or with any
     national securities exchange.

<PAGE>

          (j) Schedule of Material Contracts. Together with the delivery of
     financial statements pursuant to Section 5.03(b) or (c), a report
     supplementing Schedule 4.01(y) hereto and a description of such changes in
     the information included in such Schedule as may be necessary for such
     Schedule to be accurate and complete.

          (k) Agreement Notices. Promptly upon receipt thereof, copies of all
     material notices, requests and other documents received by any Loan Party
     or any of its Subsidiaries under or pursuant to any Related Document or any
     instrument, indenture, loan or credit or similar agreement to which any
     Loan Party or any of its Subsidiaries is a party in respect of Debt of
     $5,000,000 or more, regarding or related to any breach or default by any
     party thereto or any other event that could materially impair the value of
     the interests or the rights of such Loan Party or otherwise have a Material
     Adverse Effect and copies of any material amendment, modification or waiver
     of any provision of any Related Document.

          (l) ERISA. (i) ERISA Events and ERISA Reports. (A) Promptly and in any
     event within 10 days after any Loan Party or any ERISA Affiliate knows or
     has reason to know that any ERISA Event has occurred which would be
     reasonably likely to result in a liability that would exceed $500,000, a
     statement of the Chief Financial Officer of the Borrower describing such
     ERISA Event and the action, if any, that such Loan Party or such ERISA
     Affiliate has taken and proposes to take with respect thereto and (B) on
     the date any records, documents or other information must be furnished to
     the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a copy
     of such records, documents and information.

          (ii) Plan Terminations. Promptly and in any event within two Business
     Days after receipt thereof by any Loan Party or any ERISA Affiliate, copies
     of each notice from the PBGC stating its intention to terminate any Plan or
     to have a trustee appointed to administer any Plan.

          (iii) Plan Annual Reports. Promptly and in any event within 30 days
     after a written request by any Agent, copies of each Schedule B (Actuarial
     Information) to the annual report (Form 5500 Series) with respect to each
     Plan.

          (iv) Multiemployer Plan Notices. Promptly and in any event within five
     Business Days after receipt thereof by any Loan Party or any ERISA
     Affiliate from the sponsor of a Multiemployer Plan, copies of each notice
     concerning (A) the imposition of Withdrawal Liability by any such
     Multiemployer Plan, (B) the reorganization or termination, within the
     meaning of Title IV of ERISA, of any such Multiemployer Plan or (C) the
     amount of liability incurred, or that may be incurred, by such Loan Party
     or any ERISA Affiliate in connection with any event described in clause (A)
     or (B), where, in any of the events listed in (A) or (B), the amounts set
     forth in (C) would be reasonably likely to result in liability that would
     exceed $500,000.

          (m) Environmental Conditions. Promptly after the assertion or
     occurrence thereof, notice of any Environmental Action against or of any
     noncompliance by any Loan Party or any of its Subsidiaries with any
     Environmental Law or Environmental Permit that could (i) reasonably be
     expected to have a Material Adverse Effect or (ii) cause any property
     described in the Mortgages to be subject to any restrictions on ownership,
     occupancy, use or transferability under any Environmental Law, except for
     ordinary course operational limitations imposed by any applicable
     Environmental Permit.

          (n) Real Property. Together with delivery of annual financial
     statements, a report supplementing Schedule 4.01(v) hereto, including an
     identification of all owned real property disposed of by such Loan Party or
     any of its Subsidiaries during such Fiscal Year, a list and

<PAGE>

     description (including the street address, county or other relevant
     jurisdiction, state, record owner, and book value thereof ) of all real
     property acquired during such Fiscal Year and a description of such other
     changes in the information included in such Schedule as may be necessary
     for such Schedule to be accurate and complete.

          (o) Other Information. Such other information respecting the business,
     financial condition, operations or properties of any Loan Party or any of
     its Subsidiaries as any Agent, or any Lender through the Administrative
     Agent, may from time to time reasonably request.

          Financial statements required to be delivered pursuant to Section
5.03(b) or (c) (to the extent any such documents are included in materials
otherwise filed with the Securities and Exchange Commission) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on
the date (i) on which the Borrower posts such documents, or provides a link
thereto on the Borrower's website on the Internet at
http://www.opensolutions.com; or (ii) on which such documents are posted on the
Borrower's behalf on IntraLinks/IntraAgency or another relevant website, if any,
to which each Lender and each Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided
that: (i) upon the request of the Administrative Agent or any Lender, the
Borrower shall deliver paper copies of such documents to the Administrative
Agent or such Lender, as the case may be, and (ii) the Borrower shall notify
(which may be by facsimile or electronic mail) the Administrative Agent for the
benefit of each Lender of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies)
of such documents. The Administrative Agent shall have no obligation to request
the delivery or to maintain copies of the financial statements referred to
above, and in any event shall have no responsibility to monitor compliance by
the Borrower with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such
documents.

     SECTION 5.04. Financial Covenants. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid or any
Lender shall have any Commitment hereunder, the Borrower will maintain at all
times a Total Leverage Ratio as of the last day of each fiscal quarter set forth
below of not more than the ratio set forth below opposite such fiscal quarter:
<PAGE>

<TABLE>
<CAPTION>
         QUARTER ENDING              RATIO
         --------------            ---------
<S>                                <C>
June 30, 2006                      5.00:1.00
September, 30, 2006                5.00:1.00
December 31, 2006                  4.75:1.00
March 31, 2007                     4.75:1.00
June 30, 2007                      4.75:1.00
September, 30, 2007                4.75:1.00
December 31, 2007                  4.50:1.00
March 31, 2008                     4.50:1.00
June 30, 2008                      4.50:1.00
September 30, 2008                 4.50:1.00
December 31, 2008 and thereafter   4.25:1.00
</TABLE>

                                   ARTICLE VI

                                EVENTS OF DEFAULT

     SECTION 6.01. Events of Default. If any of the following events ("EVENTS OF
DEFAULT") shall occur and be continuing:

          (a) (i) the Borrower shall fail to pay any principal of any Advance
     when the same shall become due and payable or (ii) the Borrower shall fail
     to pay any interest on any Advance, or any Loan Party shall fail to make
     any other payment under any Loan Document, in each case under this clause
     (ii) within 3 Business Days after the same shall become due and payable; or

          (b) any representation or warranty made or deemed made by any Loan
     Party (or any of its officers) under or in connection with any Loan
     Document shall prove to have been incorrect in any material respect when
     made or deemed made; or

          (c) the Borrower shall fail to perform or observe any term, covenant
     or agreement contained in Section 2.12, 5.01(e) (as it relates to
     preservation of corporate existence), (i), (j), (o), (q) or (r), 5.02,
     5.03(a) or 5.04; or

          (d) (i) any Loan Party shall fail to perform or observe any other
     term, covenant or agreement contained in Section 5.03(b), (c), (e), (g),
     (h) or (m) and such failure shall remain unremedied for 10 days after the
     earlier of the date on which (A) a Responsible Officer becomes aware of
     such failure or (B) written notice thereof shall have been given to the
     Borrower by any Agent or any Lender or (ii) any Loan Party shall fail to
     perform or observe any other term, covenant or agreement contained in any
     Loan Document (other than described in clauses (a), (b),

<PAGE>

     (c) or (d)(i) of this Section 6.01) on its part to be performed or
     observed and such failure shall remain unremedied for 30 days after the
     earlier of the date on which (A) a Responsible Officer becomes aware of
     such failure or (B) written notice thereof shall have been given to the
     Borrower by any Agent or any Lender; or

          (e) (i) any Loan Party or any of its Subsidiaries shall fail to pay
     any principal of, premium or interest on or any other amount payable in
     respect of any Debt of such Loan Party or such Subsidiary (as the case may
     be) that is outstanding in a principal amount (or, in the case of any Hedge
     Agreement, an Agreement Value) of at least $7,500,000 either individually
     or in the aggregate for all such Loan Parties and Subsidiaries (but
     excluding Debt outstanding hereunder and under the First Lien Senior Credit
     Facilities), when the same becomes due and payable (whether by scheduled
     maturity, required prepayment, acceleration, demand or otherwise), and such
     failure shall continue after the applicable grace period, if any, specified
     in the agreement or instrument relating to such Debt; or any other event
     shall occur or condition shall exist under any agreement or instrument
     relating to any such Debt and shall continue after the applicable grace
     period, if any, specified in such agreement or instrument, if the effect of
     such event or condition is to accelerate, or to permit the acceleration of,
     the maturity of such Debt or otherwise to cause, or to permit the holder
     thereof to cause, such Debt to mature; or any such Debt shall be declared
     to be due and payable or required to be prepaid or redeemed (other than by
     a regularly scheduled required prepayment or redemption), purchased or
     defeased, or an offer to prepay, redeem, purchase or defease such Debt
     shall be required to be made, in each case prior to the stated maturity
     thereof; or

          (ii) any Loan Party or any of its Subsidiaries shall fail to pay any
     principal of, premium or interest on or any other amount payable in respect
     of any Debt under the First Lien Senior Credit Facilities, when the same
     becomes due and payable at final maturity, and such failure shall continue
     after the applicable grace period, if any, specified in the agreement or
     instrument relating to such Debt; or any other event shall occur or
     condition shall exist under any agreement or instrument relating to any
     such Debt that has resulted in the acceleration of the maturity of such
     Debt; or any such Debt shall be declared to be due and payable or required
     to be prepaid prior to the stated maturity thereof; or

          (f) any Loan Party or any of its Subsidiaries shall generally not pay
     its debts as such debts become due, or shall admit in writing its inability
     to pay its debts generally, or shall make a general assignment for the
     benefit of creditors; or any proceeding shall be instituted by or against
     any Loan Party or any of its Subsidiaries seeking to adjudicate it a
     bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
     arrangement, adjustment, protection, relief, or composition of it or its
     debts under any law relating to bankruptcy, insolvency or reorganization or
     relief of debtors, or seeking the entry of an order for relief or the
     appointment of a receiver, trustee or other similar official for it or for
     any substantial part of its property and, in the case of any such
     proceeding instituted against it (but not instituted by it) that is being
     diligently contested by it in good faith, either such proceeding shall
     remain undismissed or unstayed for a period of 30 days or any of the
     actions sought in such proceeding (including, without limitation, the entry
     of an order for relief against, or the appointment of a receiver, trustee,
     custodian or other similar official for, it or any substantial part of its
     property) shall occur; or any Loan Party or any of its Subsidiaries shall
     take any corporate action to authorize any of the actions set forth above
     in this subsection (f); or

          (g) any judgments or orders, either individually or in the aggregate,
     for the payment of money in excess of $7,500,000, shall be rendered against
     any Loan Party or any of its Subsidiaries and either (i) enforcement
     proceedings shall have been commenced by any creditor

<PAGE>

     upon such judgment or order or (ii) there shall be any period of 30
     consecutive days during which a stay of enforcement of such judgment or
     order, by reason of a pending appeal or otherwise, shall not be in effect;
     provided, however, that any such judgment or order shall not give rise to
     an Event of Default under this Section 6.01(g)(ii) if and for so long as
     (A) the amount of such judgment or order is covered by a valid and binding
     policy of insurance in favor of such Loan Party or Subsidiary from an
     insurer that is rated at least "A" by A.M. Best Company, which policy
     covers full payment thereof and (B) such insurer has been notified, and has
     not disputed the claim made for payment, of the amount of such judgment or
     order; or

          (h) any non-monetary judgment or order shall be rendered against any
     Loan Party or any of its Subsidiaries that could be reasonably likely to
     have a Material Adverse Effect, and there shall be any period of 30
     consecutive days during which a stay of enforcement of such judgment or
     order, by reason of a pending appeal or otherwise, shall not be in effect;
     or

          (i) any material provision of any Loan Document after delivery thereof
     pursuant to Section 3.01 or 5.01(j) shall for any reason cease to be valid
     and binding on or enforceable against any Loan Party party to it, or any
     such Loan Party shall so state in writing; or

          (j) any Collateral Document after delivery thereof pursuant to Section
     3.01 or 5.01(j) shall for any reason (other than pursuant to the terms
     thereof) cease to create a valid and perfected second priority lien
     (subject only to the Lien of the First Lien Representative in favor of the
     holders of the First Lien Obligations and other Liens permitted hereunder)
     on and security interest in any material portion of the Collateral (or any
     Loan Party shall so assert or shall take any action to discontinue or to
     assert the invalidity or unenforceability thereof); or

          (k) a Change of Control shall occur; or

          (l) any ERISA Event shall have occurred with respect to a Plan and the
     sum (determined as of the date of occurrence of such ERISA Event) of the
     Insufficiency of such Plan and the Insufficiency of any and all other Plans
     with respect to which an ERISA Event shall have occurred and then exist (or
     the liability of the Loan Parties and the ERISA Affiliates related to such
     ERISA Event) exceeds $7,500,000; or

          (m) any Loan Party or any ERISA Affiliate shall have incurred
     Withdrawal Liability to a Multiemployer Plan in an amount that, when
     aggregated with all other amounts required to be paid to Multiemployer
     Plans by the Loan Parties and the ERISA Affiliates as Withdrawal Liability
     for Multiemployer Plans as to which a complete or partial withdrawal has
     occurred (determined as of the date of the notification of such incurrence
     to such Loan Party or ERISA Affiliate by the sponsor of such Multiemployer
     Plan), exceeds $7,500,000; or

          (n) any Loan Party or any ERISA Affiliate shall have been notified by
     the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
     reorganization or is being terminated, within the meaning of Title IV of
     ERISA, and as a result of such reorganization or termination the aggregate
     annual contributions of the Loan Parties and the ERISA Affiliates to all
     Multiemployer Plans that are then in reorganization or being terminated
     have been or will be increased over the amounts contributed to such
     Multiemployer Plans for the plan years of such Multiemployer Plans
     immediately preceding the plan year in which such reorganization or
     termination occurs by an amount exceeding $7,500,000;

then, subject to the terms of the Intercreditor Agreement, and in any such
event, the Administrative Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower,

<PAGE>

declare all or any portion of the Commitments of each Lender and the obligation
of each Lender to make Advances to be terminated, whereupon the same shall
forthwith terminate, and (ii) shall at the request, or may with the consent, of
the Required Lenders, by notice to the Borrower, declare all or any portion of
the Advances, all interest thereon and all other amounts payable under this
Agreement and the other Loan Documents to be forthwith due and payable,
whereupon all or such portion, as applicable, of the Advances, all such interest
and all such amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Borrower; provided, however, that in the event of
an actual or deemed entry of an order for relief, or commencement of any
proceeding, with respect to the Borrower under any Bankruptcy Law, (x) the
Commitments of each Lender and the obligation of each Lender to make Advances
shall automatically be terminated and (y) the Advances, all such interest and
all such amounts shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrower.

                                   ARTICLE VII

                                   THE AGENTS

     SECTION 7.01. Authorization and Action. (a) Each Lender hereby appoints and
authorizes each Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement and the other Loan Documents as
are delegated to such Agent by the terms hereof and thereof, together with such
powers and discretion as are reasonably incidental thereto. As to any matters
not expressly provided for by the Loan Documents (including, without limitation,
enforcement or collection of the Obligations of the Loan Parties), no Agent
shall be required to exercise any discretion or take any action, but shall be
required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Required Lenders,
and such instructions shall be binding upon all Lenders and all holders of
Notes; provided, however, that no Agent shall be required to take any action
that exposes such Agent to personal liability or that is contrary to this
Agreement or applicable law.

          (b) In furtherance of the foregoing, each Lender hereby appoints and
authorizes the Collateral Agent to act as the agent of such Lender for purposes
of acquiring, holding and enforcing any and all Liens on Collateral granted by
any of the Loan Parties to secure any of the Secured Obligations, together with
such powers and discretion as are reasonably incidental thereto. In this
connection, the Collateral Agent (and any Supplemental Collateral Agents
appointed by the Collateral Agent pursuant to Section 7.01(c) for purposes of
holding or enforcing any Lien on the Collateral (or any portion thereof) granted
under the Collateral Documents, or for exercising any rights or remedies
thereunder at the direction of the Collateral Agent (given with the requisite
consent of the Lenders as provided herein and in the other Loan Documents))
shall be entitled to the benefits of this Article VII (including, without
limitation, Section 7.05) as though the Collateral Agent (and any such
Supplemental Collateral Agents) were an "Agent" under the Loan Documents, as if
set forth in full herein with respect thereto.

          (c) Any Agent may execute any of its duties under this Agreement or
any other Loan Document (including for purposes of holding or enforcing any Lien
on the Collateral (or any portion thereof) granted under the Collateral
Documents or of exercising any rights and remedies thereunder at the direction
of the Collateral Agent) by or through agents, employees or attorneys-in-fact
and shall be entitled to advice of counsel and other consultants or experts
concerning all matters pertaining to such duties. The Collateral Agent may, with
the consent of the Borrower, not to be unreasonably withheld, also from time to
time, when the Collateral Agent deems it to be reasonably necessary, appoint one
or more trustees, co-trustees, collateral co-agents, collateral subagents or
attorneys-in-fact (each, a "SUPPLEMENTAL COLLATERAL AGENT") with respect to all
or any part of the Collateral; provided, however,

<PAGE>

that no such Supplemental Collateral Agent shall be authorized to take any
action with respect to any Collateral unless and except to the extent expressly
authorized in writing by the Collateral Agent (acting with the requisite consent
of the Lenders as provided herein and in the other Loan Documents). Should any
instrument in writing from the Borrower or any other Loan Party be required by
any Supplemental Collateral Agent so appointed by the Collateral Agent to more
fully or certainly vest in and confirm to such Supplemental Collateral Agent
such rights, powers, privileges and duties, the Borrower shall, or shall cause
such other Loan Party to, execute, acknowledge and deliver any and all such
instruments promptly upon the reasonable request by the Collateral Agent. If any
Supplemental Collateral Agent, or successor thereto, shall die, become incapable
of acting, resign or be removed, all rights, powers, privileges and duties of
such Supplemental Collateral Agent, to the extent permitted by law, shall
automatically vest in and be exercised by the Collateral Agent until the
appointment of a new Supplemental Collateral Agent. No Agent shall be
responsible for the negligence or misconduct of any agent, attorney-in-fact or
Supplemental Collateral Agent that it selects in accordance with the foregoing
provisions of this Section 7.01(c) in the absence of such Agent's gross
negligence or willful misconduct.

          (d) Each Agent agrees that upon the receipt of notices and written
information furnished by the Borrower pursuant to the requirements of the Loan
Documents, such Agent will promptly furnish copies thereof to the Lenders (by
electronic means or otherwise).

     SECTION 7.02. Agents' Reliance, Etc. Neither any Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with the Loan
Documents, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, each Agent: (a) may treat
the payee of any Note as the holder thereof until, in the case of the
Administrative Agent, the Administrative Agent receives and accepts an
Assignment and Acceptance entered into by the Lender that is the payee of such
Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any
other Agent, such Agent has received notice from the Administrative Agent that
it has received and accepted such Assignment and Acceptance, in each case as
provided in Section 9.07; (b) may consult with legal counsel (including counsel
for any Loan Party), independent public accountants and other experts selected
by it and shall not be liable for any action taken or omitted to be taken in
good faith by it in accordance with the advice of such counsel, accountants or
experts; (c) makes no warranty or representation to any Lender and shall not be
responsible to any Lender for any statements, warranties or representations
(whether written or oral) made in or in connection with the Loan Documents; (d)
shall not have any duty to ascertain or to inquire as to the performance,
observance or satisfaction of any of the terms, covenants or conditions of any
Loan Document on the part of any Loan Party or the existence at any time of any
Default under the Loan Documents or to inspect the property (including the books
and records) of any Loan Party; (e) shall not be responsible to any Lender for
the due execution, legality, validity, enforceability, genuineness, sufficiency
or value of, or the perfection or priority of any lien or security interest
created or purported to be created under or in connection with, any Loan
Document or any other instrument or document furnished pursuant thereto; and (f)
shall incur no liability under or in respect of any Loan Document by acting upon
any notice, consent, certificate or other instrument or writing (which may be by
telegram, telecopy or telex) believed by it to be genuine and signed or sent by
the proper party or parties.

     SECTION 7.03. Wachovia and Affiliates. With respect to its Commitments, the
Advances made by it and the Notes issued to it, if any, Wachovia shall have the
same rights and powers under the Loan Documents as any other Lender and may
exercise the same as though it were not an Agent; and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated, include Wachovia in its
individual capacity. Wachovia and its affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from, and generally engage in any kind of business with, any Loan
Party, any of its Subsidiaries and any Person that may do business with or own
securities of any Loan Party or any such Subsidiary, all as if Wachovia were not
an Agent and without any duty to

<PAGE>

account therefor to the Lenders. No Agent shall have any duty to disclose any
information obtained or received by it or any of its Affiliates relating to any
Loan Party or any of its Subsidiaries to the extent such information was
obtained or received in any capacity other than as such Agent.

     SECTION 7.04. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon any Agent or any other Lender and based
on the financial statements referred to in Section 4.01 and such other 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 any Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement.

     SECTION 7.05. Indemnification. (a) Each Lender severally agrees to
indemnify each Agent (to the extent not promptly reimbursed by the Borrower)
from and against such Lender's ratable share (determined as provided below) of
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against such Agent
in any way relating to or arising out of the Loan Documents or any action taken
or omitted by such Agent under the Loan Documents (collectively, the
"INDEMNIFIED COSTS"); provided, however, that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from such Agent's
gross negligence or willful misconduct as found in a final, non-appealable
judgment by a court of competent jurisdiction. Without limitation of the
foregoing, each Lender agrees to reimburse each Agent promptly upon demand for
its ratable share of any costs and expenses (including, without limitation, fees
and expenses of counsel) payable by the Borrower under Section 9.04, to the
extent that such Agent is not promptly reimbursed for such costs and expenses by
the Borrower and to the extent that the same do not result from such Agent's
gross negligence or willful misconduct as found in a final, non-appealable
judgment by a court of competent jurisdiction. In the case of any investigation,
litigation or proceeding giving rise to any Indemnified Costs, this Section 7.05
applies whether any such investigation, litigation or proceeding is brought by
any Lender or any other Person.

          (b) For purposes of this Section 7.05, the Lenders' respective ratable
shares of any amount shall be determined, at any time, according to the sum of
(i) the aggregate principal amount of the Advances outstanding at such time and
owing to the respective Lenders and (ii) the aggregate unused portions of their
respective Commitments at such time. The failure of any Lender to reimburse any
Agent promptly upon demand for its ratable share of any amount required to be
paid by the Lenders to such Agent as provided herein shall not relieve any other
Lender of its obligation hereunder to reimburse such Agent for its ratable share
of such amount, but no Lender shall be responsible for the failure of any other
Lender to reimburse such Agent for such other Lender's ratable share of such
amount. Without prejudice to the survival of any other agreement of any Lender
hereunder, the agreement and obligations of each Lender contained in this
Section 7.05 shall survive the payment in full of principal, interest and all
other amounts payable hereunder and under the other Loan Documents.

     SECTION 7.06. Successor Agents. Any Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower. Upon any such
resignation, the Required Lenders with the consent of the Borrower (not to be
unreasonably withheld) shall have the right to appoint a successor Agent. If no
successor Agent shall have been so appointed, and shall have accepted such
appointment, within 30 days after the retiring Agent's giving of notice of
resignation, then the retiring Agent may, on behalf of the Lenders, with the
consent of the Borrower (not to be unreasonably withheld) appoint a successor
Agent, which shall be a commercial bank organized under the laws of the United
States or of any State thereof and having a combined capital and surplus of at
least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by
a successor Agent and, in the case of a successor

<PAGE>

Collateral Agent, upon the execution and filing or recording of such financing
statements, or amendments thereto, and such amendments or supplements to such
other instruments or notices, as may be necessary or desirable, or as the
Required Lenders may request, in order to continue the perfection of the Liens
granted or purported to be granted by the Collateral Documents, such successor
Agent shall succeed to and become vested with all the rights, powers,
discretion, privileges and duties of the retiring Agent, and the retiring Agent
shall be discharged from its duties and obligations under the Loan Documents. If
within 45 days after written notice is given of the retiring Agent's resignation
under this Section 7.06 no successor Agent shall have been appointed and shall
have accepted such appointment, then on such 45th day (a) the retiring Agent's
resignation shall become effective, (b) the retiring Agent shall thereupon be
discharged from its duties and obligations under the Loan Documents and (c) the
Required Lenders shall thereafter perform all duties of the retiring Agent under
the Loan Documents until such time, if any, as the Required Lenders appoint a
successor Agent as provided above. After any retiring Agent's resignation
hereunder as Agent shall have become effective, the provisions of this Article
VII shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Agent under this Agreement.

     SECTION 7.07. Administrative Agent May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Advance shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on any Borrower) shall be
entitled and empowered, by intervention in such proceeding or otherwise:

          (a) to file and prove a claim for the whole amount of the principal
     and interest owing and unpaid in respect of the Advances and all other
     Obligations that are owing and unpaid and to file such other documents as
     may be necessary or advisable in order to have the claims of the Lenders
     and the Administrative Agent (including any claim for the reasonable
     compensation, expenses, disbursements and advances of the Lenders and the
     Administrative Agent and their respective agents and counsel and all other
     amounts due the Lenders and the Administrative Agent under Sections 2.05,
     2.06(b) and 9.04) allowed in such judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.06 and 9.04.

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

     SECTION 7.08. Collateral and Guaranty Matters. The Lenders irrevocably
authorize the Administrative Agent, at its option and in its discretion, in
connection with a sale of assets or stock of a Subsidiary of the Borrower
permitted under the Loan Documents:

          (a) to release any Lien on any property granted to or held by the
     Collateral Agent (and/or the Lenders) under any Loan Document; and

<PAGE>

          (b) to release any Guarantor from its obligations under the Guaranty
     if such Person ceases to be a Subsidiary of the Borrower as a result of a
     transaction permitted hereunder.

Upon request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent's authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Guaranty pursuant to this Section
7.08.

     SECTION 7.09. Other Agents; Arrangers and Managers. None of the Lenders or
other Persons identified on the facing page or signature pages of this Agreement
as a "syndication agent," "documentation agent," "bookrunner manager,"
"bookrunner," "lead arranger," "co-arranger" or "arranger" shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than to the extent expressly set forth herein and, in the case of such Lenders,
those applicable to all Lenders as such. Without limiting the foregoing, none of
the Lenders or other Persons so identified shall have or be deemed to have any
fiduciary relationship with any Lender. Each Lender acknowledges that it has not
relied, and will not rely, on any of the Lenders or other Persons so identified
in deciding to enter into this Agreement or in taking or not taking action
hereunder.

     SECTION 7.10. Intercreditor Agreement. Each of the Lenders hereby
acknowledges that it has received and reviewed the Intercreditor Agreement and
agrees to be bound by the terms thereof. Each Lender (and each Person that
becomes a Lender hereunder pursuant to Section 9.07) hereby (a) acknowledges
that Wachovia is acting under the Intercreditor Agreement in multiple capacities
as the Administrative Agent, the Collateral Agent and the collateral agent under
the Intercreditor Agreement and (b) waives any conflict of interest, now
contemplated or arising hereafter, in connection therewith and agrees not to
assert against Wachovia any claims, causes of action, damages or liabilities of
whatever kind or nature relating thereto, other than any such claim, cause or
action, damage or liability relating to Wachovia's gross negligence or willful
misconduct in acting in any such capacity as found in a final, non-appealable
judgment by a court of competent jurisdiction. Each Lender (and each Person that
becomes a Lender hereunder pursuant to Section 9.07) hereby authorizes and
directs Wachovia to enter into the Intercreditor Agreement on behalf of such
Lender and agrees that Wachovia, in its various capacities thereunder, may take
such actions on its behalf as is contemplated by the terms of the Intercreditor
Agreement.

                                  ARTICLE VIII

                                    GUARANTY

     SECTION 8.01. Guaranty; Limitation of Liability. (a) Each Guarantor,
jointly and severally, hereby absolutely, unconditionally and irrevocably
guarantees the punctual payment when due, whether at scheduled maturity or on
any date of a required prepayment or by acceleration, demand or otherwise, of
all obligations of each other Loan Party now or hereafter existing under or in
respect of the Loan Documents (including, without limitation, any extensions,
modifications, substitutions, amendments or renewals of any or all of the
foregoing obligations), whether direct or indirect, absolute or contingent, and
whether for principal, reimbursement obligations, interest (including Post
Petition Interest), premiums, fees, indemnities, contract causes of action,
costs, expenses or otherwise (such obligations being the "GUARANTEED
OBLIGATIONS"), and agrees to pay any and all expenses (including, without
limitation, fees and expenses of counsel) incurred by the Administrative Agent
or any other Secured Party in enforcing any rights under this Guaranty or any
other Loan Document. Without limiting the generality of the foregoing, each
Guarantor's liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by any other Loan Party to any Secured
Party under or in respect of the

<PAGE>

Loan Documents but for the fact that they are unenforceable or not allowable due
to the existence of a bankruptcy, reorganization or similar proceeding involving
such other Loan Party.

          (b) Each Guarantor, and by its acceptance of this Guaranty, the
Administrative Agent and each other Secured Party, hereby confirms that it is
the intention of all such Persons that this Guaranty and the obligations of each
Guarantor hereunder not constitute a fraudulent transfer or conveyance for
purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to
the extent applicable to this Guaranty and the obligations of each Guarantor
hereunder. To effectuate the foregoing intention, the Administrative Agent, the
other Secured Parties and the Guarantors hereby irrevocably agree that the
obligations of each Guarantor under this Guaranty at any time shall be limited
to the maximum amount as will result in the obligations of such Guarantor under
this Guaranty not constituting a fraudulent transfer or conveyance (after taking
into account the provisions of paragraph (c) below).

          (c) Each Guarantor hereby unconditionally and irrevocably agrees that
in the event any payment shall be required to be made to any Secured Party under
this Guaranty or any other guaranty, such Guarantor will contribute, to the
maximum extent permitted by law, such amounts to each other Guarantor and each
other guarantor so as to maximize the aggregate amount paid to the Secured
Parties under or in respect of the Loan Documents.

     SECTION 8.02. Guaranty Absolute. Each Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Loan Documents, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of any
Secured Party with respect thereto. The obligations of each Guarantor under or
in respect of this Guaranty are independent of the Guaranteed Obligations or any
other obligations of any other Loan Party under or in respect of the Loan
Documents, and a separate action or actions may be brought and prosecuted
against each Guarantor to enforce this Guaranty, irrespective of whether any
action is brought against the Borrower or any other Loan Party or whether the
Borrower or any other Loan Party is joined in any such action or actions. The
liability of each Guarantor under this Guaranty shall be irrevocable, absolute
and unconditional irrespective of, and each Guarantor hereby irrevocably waives
any defenses it may now have or hereafter acquire in any way relating to, any or
all of the following:

          (a) any lack of validity or enforceability of any Loan Document or any
     agreement or instrument relating thereto;

          (b) any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Guaranteed Obligations or any other
     obligations of any other Loan Party under or in respect of the Loan
     Documents, or any other amendment or waiver of or any consent to departure
     from any Loan Document, including, without limitation, any increase in the
     Guaranteed Obligations resulting from the extension of additional credit to
     any Loan Party or any of its Subsidiaries or otherwise;

          (c) any taking, exchange, release or non-perfection of, or any
     impairment of any Lien on or security interest in, any Collateral or any
     other collateral, or any taking, release or amendment or waiver of, or
     consent to departure from, any other guaranty, for all or any of the
     Guaranteed Obligations;

          (d) any manner of application of Collateral or any other collateral,
     or proceeds thereof, to all or any of the Guaranteed Obligations, or any
     manner of sale or other disposition of any Collateral or any other
     collateral for all or any of the Guaranteed Obligations or any other

<PAGE>

     obligations of any Loan Party under the Loan Documents or any other assets
     of any Loan Party or any of its Subsidiaries;

          (e) any change, restructuring or termination of the corporate
     structure or existence of any Loan Party or any of its Subsidiaries;

          (f) any failure of any Secured Party to disclose to any Loan Party any
     information relating to the business, condition (financial or otherwise),
     operations, performance, properties or prospects of any other Loan Party
     now or hereafter known to such Secured Party (each Guarantor waiving any
     duty on the part of the Secured Parties to disclose such information);

          (g) the failure of any other Person to execute or deliver this
     Guaranty, any Guaranty Supplement or any other guaranty or agreement or the
     release or reduction of liability of any Guarantor or other guarantor or
     surety with respect to the Guaranteed Obligations; or

          (h) any other circumstance (including, without limitation, any statute
     of limitations) or any existence of or reliance on any representation by
     any Secured Party that might otherwise constitute a defense available to,
     or a discharge of, any Loan Party or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by any Secured Party or any other Person upon the
insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party
or otherwise, all as though such payment had not been made.

     SECTION 8.03. Waivers and Acknowledgments. (a) Each Guarantor hereby
unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Guaranty and any requirement that any
Secured Party protect, secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against any Loan Party
or any other Person or any Collateral.

          (b) Each Guarantor hereby unconditionally and irrevocably waives any
right to revoke this Guaranty and acknowledges that this Guaranty is continuing
in nature and applies to all Guaranteed Obligations, whether existing now or in
the future.

          (c) Each Guarantor hereby unconditionally and irrevocably waives (i)
any defense arising by reason of any claim or defense based upon an election of
remedies by any Secured Party that in any manner impairs, reduces, releases or
otherwise adversely affects the subrogation, reimbursement, exoneration,
contribution or indemnification rights of such Guarantor or other rights of such
Guarantor to proceed against any of the other Loan Parties, any other guarantor
or any other Person or any Collateral and (ii) any defense based on any right of
set-off or counterclaim against or in respect of the obligations of such
Guarantor hereunder.

          (d) Each Guarantor acknowledges that the Collateral Agent may, without
notice to or demand upon such Guarantor and without affecting the liability of
such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial
sale in accordance with the Loan Documents, and each Guarantor hereby waives any
defense to the recovery by the Collateral Agent and the other Secured Parties
against such Guarantor of any deficiency after such nonjudicial sale and any
defense or benefits that may be afforded by applicable law.

<PAGE>

          (e) Each Guarantor hereby unconditionally and irrevocably waives any
duty on the part of any Secured Party to disclose to such Guarantor any matter,
fact or thing relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any other Loan Party or any
of its Subsidiaries now or hereafter known by such Secured Party.

          (f) Each Guarantor acknowledges that it will receive substantial
direct and indirect benefits from the financing arrangements contemplated by the
Loan Documents and that the waivers set forth in Section 8.02 and this Section
8.03 are knowingly made in contemplation of such benefits.

     SECTION 8.04. Payments Free and Clear of Taxes, Etc. Any and all payments
made by any Guarantor under or in respect of this Guaranty or any other Loan
Document shall be made, in accordance with Section 2.10, free and clear of and
without deduction for any and all present or future Taxes and subject to the
limitations set forth herein.

     SECTION 8.05. Continuing Guaranty; Assignments. This Guaranty is a
continuing guaranty and shall (a) remain in full force and effect until the
later of (i) the cash payment in full of the Guaranteed Obligations and all
other amounts payable under this Guaranty and (ii) the Termination Date subject
to the Agent's ability to release any Guarantor from its obligations in
connection with a sale permitted hereunder, (b) be binding upon each Guarantor,
its successors and assigns and (c) inure to the benefit of and be enforceable by
the Lenders, the Administrative Agent and their successors, transferees and
assigns. Without limiting the generality of the foregoing clause (c), any Lender
may assign or otherwise transfer all or any portion of its rights and
obligations hereunder (including, without limitation, all or any portion of its
Commitment, the Advances owing to it and the Note or Notes held by it) to any
other Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to such Lender herein or otherwise, in each
case as provided in Section 9.07. No Guarantor shall have the right to assign
its rights or obligations hereunder or any interest herein (other than pursuant
to transactions permitted by Section 5.02(d)) without the prior written consent
of the Administrative Agent and the Lenders.

     SECTION 8.06. Subrogation. Each Guarantor hereby unconditionally and
irrevocably agrees not to exercise any rights that it may now have or hereafter
acquire against the Borrower, any other Loan Party or any other insider
guarantor that arise from the existence, payment, performance or enforcement of
such Guarantor's obligations under or in respect of this Guaranty or any other
Loan Document, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of any Secured Party against the Borrower,
any other Loan Party or any other insider guarantor or any Collateral, whether
or not such claim, remedy or right arises in equity or under contract, statute
or common law, including, without limitation, the right to take or receive from
the Borrower, any other Loan Party or any other insider guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and until
all of the Guaranteed Obligations and all other amounts payable under this
Guaranty shall have been paid in full in cash and the Commitments shall have
expired or been terminated. If any amount shall be paid to any Guarantor in
violation of the immediately preceding sentence at any time prior to the latest
of (a) the payment in full in cash of the Guaranteed Obligations and all other
amounts payable under this Guaranty and (b) the Termination Date, such amount
shall be received and held in trust for the benefit of the Secured Parties,
shall be segregated from other property and funds of such Guarantor and shall
forthwith be paid or delivered to the Administrative Agent in the same form as
so received (with any necessary endorsement or assignment) to be credited and
applied to the Guaranteed Obligations and all other amounts payable under this
Guaranty, whether matured or unmatured, in accordance with the terms of the Loan
Documents, or to be held as Collateral for any Guaranteed Obligations or other
amounts payable under this Guaranty thereafter arising. If (i) any Guarantor
shall make payment to any Secured Party of all or any part of the Guaranteed

<PAGE>

Obligations, (ii) all of the Guaranteed Obligations and all other amounts
payable under this Guaranty shall have been paid in full in cash and (iii) the
Termination Date shall have occurred, the Secured Parties will, at such
Guarantor's request and expense, execute and deliver to such Guarantor
appropriate documents, without recourse and without representation or warranty,
necessary to evidence the transfer by subrogation to such Guarantor of an
interest in the Guaranteed Obligations resulting from such payment made by such
Guarantor pursuant to this Guaranty.

     SECTION 8.07. Guaranty Supplements. Upon the execution and delivery by any
Person of a guaranty supplement in substantially the form of Exhibit E hereto
(each, a "GUARANTY SUPPLEMENT"), (a) such Person shall be referred to as an
"ADDITIONAL GUARANTOR" and shall become and be a Guarantor hereunder, and each
reference in this Guaranty to a "GUARANTOR" shall also mean and be a reference
to such Additional Guarantor, and (b) each reference herein to " THIS GUARANTY",
"HEREUNDER", "HEREOF" or words of like import referring to this Guaranty, and
each reference in any other Loan Document to the "GUARANTY", "THEREUNDER",
"THEREOF" or words of like import referring to this Guaranty, shall mean and be
a reference to this Guaranty as supplemented by such Guaranty Supplement.

     SECTION 8.08. Subordination. Each Guarantor hereby subordinates any and all
debts, liabilities and other obligations owed to such Guarantor by each other
Loan Party (the "SUBORDINATED OBLIGATIONS") to the Guaranteed Obligations to the
extent and in the manner hereinafter set forth in this Section 8.08:

          (a) Prohibited Payments, Etc. Except during the continuance of an
     Event of Default (including the commencement and continuation of any
     proceeding under any Bankruptcy Law relating to any other Loan Party), each
     Guarantor may receive regularly scheduled payments from any other Loan
     Party on account of the Subordinated Obligations. After the occurrence and
     during the continuance of any Event of Default (including the commencement
     and continuation of any proceeding under any Bankruptcy Law relating to any
     other Loan Party), however, unless the Required Lenders otherwise agree, no
     Guarantor shall demand, accept or take any action to collect any payment on
     account of the Subordinated Obligations.

          (b) Prior Payment of Guaranteed Obligations. In any proceeding under
     any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees
     that the Secured Parties shall be entitled to receive payment in full in
     cash of all Guaranteed Obligations (including all interest and expenses
     accruing after the commencement of a proceeding under any Bankruptcy Law,
     whether or not constituting an allowed claim in such proceeding ("POST
     PETITION INTEREST")) before such Guarantor receives payment of any
     Subordinated Obligations.

          (c) Turn-Over. After the occurrence and during the continuance of any
     Event of Default, each Guarantor shall, if the Administrative Agent so
     requests, collect, enforce and receive payments on account of the
     Subordinated Obligations as trustee for the Secured Parties and deliver
     such payments to the Administrative Agent on account of the Guaranteed
     Obligations (including all Post Petition Interest), together with any
     necessary endorsements or other instruments of transfer, but without
     reducing or affecting in any manner the liability of such Guarantor under
     the other provisions of this Guaranty.

          (d) Administrative Agent Authorization. After the occurrence and
     during the continuance of any Event of Default, the Administrative Agent is
     authorized and empowered (but without any obligation to so do), in its
     discretion, (i) in the name of each Guarantor, to collect and enforce, and
     to submit claims in respect of, Subordinated Obligations and to apply any
     amounts received thereon to the Guaranteed Obligations (including any and
     all Post Petition Interest), and (ii) to require each Guarantor (A) to
     collect and enforce, and to submit claims in respect of, Subordinated
     Obligations and (B) to pay any amounts received on such obligations to the

<PAGE>

     Administrative Agent for application to the Guaranteed Obligations
     (including any and all Post Petition Interest).

     SECTION 8.09. Limitations on Enforcement. The Lenders agree that this
Guaranty may be enforced only by the action of the Administrative Agent acting
upon the instructions of the Required Lenders and that no Lender shall have any
right individually to seek to enforce or to enforce this Guaranty, it being
understood and agreed that the rights and the remedies with respect to this
Guaranty may be exercised by the Administrative Agent for the benefit of the
Lenders under the terms of this Agreement. The Lenders further agree that this
Guaranty may not be enforced against any director, officer, employee or
stockholder of the Guarantors (unless such Person is itself a Guarantor).
Enforcement of this Guaranty is also subject to the limitations set forth in the
Intercreditor Agreement.

                                   ARTICLE IX

                                  MISCELLANEOUS

     SECTION 9.01. Amendments, Etc. (a) No amendment or waiver of any provision
of this Agreement or the Notes or any other Loan Document, nor consent to any
departure by the Borrower or any other Loan Party therefrom, shall in any event
be effective unless the same shall be in writing and signed by the Required
Lenders (or by the Administrative Agent on their behalf upon its receipt of the
consent thereof) and the Borrower or the applicable Loan Party, as the case may
be, and acknowledged by the Administrative Agent, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such amendment, waiver or
consent shall:

          (i) extend or increase the Commitment of any Lender (or reinstate any
     Commitment terminated pursuant to Article VI) without the written consent
     of such Lender;

          (ii) postpone any date scheduled for any payment of principal or
     interest under Section 2.03 or 2.05, or any date fixed for the payment of
     fees or other amounts due the Lenders (or any of them) hereunder or under
     any other Loan Document without the written consent of each Lender directly
     affected thereby;

          (iii) reduce the principal of, or the rate of interest specified
     herein on, any Advance or any fees or other amounts payable hereunder or
     under any other Loan Document, without the written consent of each Lender
     directly affected thereby; provided, however, that only the consent of the
     Required Lenders shall be necessary (i) to amend the definition of "Default
     Rate" or to waive any obligation of the Borrower to pay interest at the
     Default Rate or (ii) to amend any financial covenant hereunder (or any
     defined term used therein) even if the effect of such amendment would be to
     reduce the rate of interest on any Advance or to reduce any fee payable
     hereunder;

          (iv) change any provision of this Section 9.01 without the written
     consent of each Lender, or change (i) the definition of "Required Lenders"
     without the written consent of each Lender or (ii) any other provision
     hereof specifying the number or percentage of Lenders required to amend,
     waive or otherwise modify any rights hereunder or make any determination or
     grant any consent hereunder, without the written consent of each Lender;

          (v) release all or substantially all of the Collateral in any
     transaction or series of related transactions, without the written consent
     of each Lender;
<PAGE>

          (vi) release one or more Guarantors if such release is in respect of a
     material portion of the value of the Guaranties to the Lenders, without the
     written consent of each Lender;

          (vii) change any prepayment premium payable pursuant to Section
     2.04(c), without the written consent of each Lender; or

          (viii) modify the definition of "Interest Period so as to permit the
     duration of Interest Periods to be in excess of six months without regard
     to availability thereof to all Lenders, without the written consent of each
     Lender directly affected thereby;

and provided further that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Lenders
required above, adversely affect the rights or duties of, or any fees or other
amounts payable to, the Administrative Agent under this Agreement or any other
Loan Document; (ii) Section 9.07(j) may not be amended, waived or otherwise
modified without the consent of each Granting Lender all or any part of whose
Advances are being funded by an SPC at the time of such amendment, waiver or
other modification; and (iii) the Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended
without the consent of such Lender.

          (b) The Borrower shall be permitted to replace any Lender that becomes
a "Non-Consenting Lender" (as defined below); provided that (i) such replacement
does not conflict with any requirement of law, (ii) no Event of Default shall
have occurred and be continuing at the time of such replacement, (iii) the
replacement financial institution shall purchase, at par, all Advances and other
amounts owing to such replaced Lender on or prior to the date of replacement,
(iv) the Borrower shall be liable to such replaced Lender under Section 9.04(c)
if any Eurodollar Rate Advance owing to such replaced Lender shall be purchased
other than on the last day of the Interest Period relating thereto, (v) the
replacement financial institution, if not already a Lender, shall be reasonably
satisfactory to the Administrative Agent, (vi) the replaced Lender shall be
obligated to make such replacement in accordance with the provisions of Section
9.07, and (vii) any such replacement shall not be deemed to be a waiver of any
rights that the Borrower, the Administrative Agent or any other Lender shall
have against the replaced Lender. In the event that (x) the Borrower or the
Administrative Agent has requested the Lenders to consent to a departure or
waiver of any provisions of the Loan Documents or to agree to any amendment
thereto, (y) the consent, waiver or amendment in question requires the agreement
of all Lenders in accordance with the terms of this Section 9.01 or all the
Lenders with respect to a certain class of the Loans and (z) more than 66 2/3%
of such Lenders have agreed to such consent, waiver or amendment, then any
Lender who does not agree to such consent, waiver or amendment shall be deemed a
"Non-Consenting Lender".

     SECTION 9.02. Notices, Etc. (a) All notices and other communications
provided for hereunder shall be in writing (including fax or e-mail
communication) and mailed, faxed or delivered, if to any Loan Party at the
address specified below its name on the signature pages hereof or of a Security
Agreement Supplement delivered pursuant to Section 5.01(j) or (k); if to any
Initial Lender, at its Domestic Lending Office specified opposite its name on
Schedule I hereto; if to any other Lender, at its Domestic Lending Office
specified in the Assignment and Acceptance pursuant to which it became a Lender;
if to the Administrative Agent or the Collateral Agent, at its address at 201
South College Street, NC0608/CP8, Charlotte, North Carolina 28288-0608,
Attention: Syndication Agency Services, Telecopier: 704-383-0288, Telephone:
704-374-2698, with a copy to: Wachovia Bank, National Association, One Wachovia
Center, 6th Floor, Charlotte, NC 28288-0760, Attention: Rob Sevin / Agency
Management, Telephone: 704-383-7546, Telecopier: 704-383-1625; or, as to any
party, at such other address as shall be designated

<PAGE>

by such party in a written notice to the other parties. All such notices and
other communications shall, when mailed, faxed or e-mailed, be effective when
deposited in the mails or transmitted by fax or e-mail, except that notices and
communications to any Agent pursuant to Article II, III or VII shall not be
effective until received by such Agent. Delivery by fax of an executed
counterpart of a signature page to any amendment or waiver of any provision of
this Agreement or the Notes or of any Exhibit hereto to be executed and
delivered hereunder shall be effective as delivery of an original executed
counterpart thereof.

          (b) The Borrower hereby agrees that it will provide to the
Administrative Agent all information, documents and other materials that it is
obligated to furnish to the Administrative Agent pursuant to the Loan Documents,
including, without limitation, all notices, requests, financial statements,
financial and other reports, certificates and other information materials, but
excluding any such communication that (i) relates to a request for a new, or a
Conversion of an existing, Advance (including any election of an interest rate
or interest period relating thereto), (ii) relates to the payment of any
principal or other amount due under this Agreement prior to the scheduled date
therefor, (iii) provides notice of any Default or (iv) is required to be
delivered to satisfy any condition precedent to the effectiveness of this
Agreement and/or any Advance (all such non-excluded communications being
referred to herein collectively as "COMMUNICATIONS"), by faxing the
Communications to a telecopier number specified by the Administrative Agent to
the Borrower or by delivering the Communications electronically in accordance
with Section 5.03(f). In addition, the Borrower agrees to continue to provide
the Communications to the Administrative Agent in the manner specified in the
Loan Documents but only to the extent requested by the Administrative Agent. The
Borrower further agrees that the Administrative Agent may make the
Communications available to the Lenders by posting the Communications on
SyndTrak or a substantially similar electronic transmission system (the
"PLATFORM").

          (c) THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT
PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL
THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES
(COLLECTIVELY, "AGENT PARTIES") HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER
OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT
LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE
BORROWER'S OR THE ADMINISTRATIVE AGENT'S TRANSMISSION OF COMMUNICATIONS THROUGH
THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN
A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE
RESULTED FROM SUCH AGENT PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

          (d) The Administrative Agent agrees that the receipt of the
Communications by the Administrative Agent at its telecopier number set forth
above shall constitute effective delivery of the Communications to the
Administrative Agent for purposes of the Loan Documents.  Each Lender agrees
that notice to it (as provided in the next sentence) specifying that the
Communications have been posted to the Platform shall constitute effective
delivery of the Communications to such Lender for purposes of

<PAGE>

the Loan Documents. Each Lender agrees (i) to notify the Administrative Agent in
writing (including by fax) from time to time of such Lender's E-mail address to
which the foregoing notice may be sent by electronic transmission and (ii) that
the foregoing notice may be sent to such E-mail address. Nothing herein shall
prejudice the right of the Administrative Agent or any Lender to give any notice
or other communication pursuant to any Loan Document in any other manner
specified in such Loan Document.

     SECTION 9.03. No Waiver; Remedies. No failure on the part of any Lender or
any Agent to exercise, and no delay in exercising, any right hereunder or under
any Note or any other Loan Document shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

     SECTION 9.04. Costs and Expenses. (a) The Loan Parties agree to pay from
time to time on demand (i) all reasonable out-of-pocket costs and expenses of
each Agent in connection with the preparation, execution, delivery,
administration, modification and amendment of, or any consent or waiver under
(in each case whether or not effective), the Loan Documents (including, without
limitation, (A) all due diligence, collateral review, syndication,
transportation, computer, duplication, appraisal, audit, insurance, consultant,
search, filing and recording fees and expenses, provided that so long as no
Event of Default has occurred and is continuing, any third party auditors,
appraisers or other consultants are engaged with the Borrower's consent, not to
be unreasonably withheld, and (B) the reasonable fees and expenses of counsel
for each Agent with respect thereto, with respect to advising such Agent as to
its rights and responsibilities, or the perfection, protection, interpretation
or preservation of rights or interests, under the Loan Documents, with respect
to negotiations with any Loan Party or with other creditors of any Loan Party or
any of its Subsidiaries arising out of any Default or any events or
circumstances that may give rise to a Default and with respect to presenting
claims in or otherwise participating in or monitoring any bankruptcy, insolvency
or other similar proceeding involving creditors' rights generally and any
proceeding ancillary thereto) and (ii) all costs and expenses of each Agent and
each Lender in connection with the enforcement of the Loan Documents, whether in
any action, suit or litigation, or any bankruptcy, insolvency or other similar
proceeding affecting creditors' rights generally (including, without limitation,
the reasonable fees and expenses of counsel for the Administrative Agent and
each Lender with respect thereto).

          (b) The Loan Parties agree to indemnify, defend and save and hold
harmless each Agent, each Lender and each of their Affiliates and their
respective officers, directors, employees, agents and advisors (each, an
"INDEMNIFIED PARTY") from and against, and shall pay on demand, any and all
claims, damages, losses, liabilities and expenses (including, without
limitation, reasonable fees and expenses of counsel and settlement costs) that
may be incurred by or asserted or awarded against any Indemnified Party, in each
case arising out of or in connection with or by reason of (including, without
limitation, in connection with any investigation, litigation or proceeding or
preparation of a defense in connection therewith) (i) the Facility, the actual
or proposed use of the proceeds of the Advances, the Transaction Documents or
any of the transactions contemplated thereby, including, without limitation, any
acquisition or proposed acquisition (including, without limitation, the
Acquisition) by the Borrower or any of its Subsidiaries or Affiliates of all or
any portion of the Equity Interests in or Debt securities or substantially all
of the assets of the Company or any of its Subsidiaries or (ii) the actual or
alleged presence of Hazardous Materials on any property of any Loan Party or any
of its Subsidiaries or any Environmental Action relating in any way to any Loan
Party or any of its Subsidiaries, except to the extent such claim, damage, loss,
liability or expense is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party's gross
negligence or willful misconduct. In the case of an investigation, litigation or
other proceeding to which the indemnity in this Section 9.04(b) applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by any Loan Party, its directors, shareholders or
creditors or an Indemnified Party

<PAGE>

or any other Person, whether or not any Indemnified Party is otherwise a party
thereto and whether or not the Transaction is consummated. Each Loan Party also
agrees that, without the prior written consent of the applicable Indemnified
Party (not to be unreasonably withheld), neither it nor any of its Affiliates
will settle, compromise or consent to the entry of any judgment in any pending
or threatened claim, action or proceeding in respect of which indemnification
has been or could be sought under the indemnification provisions hereof (whether
or not any Indemnified Party is an actual or potential party to such claim,
action or proceeding), unless such settlement, compromise or consent (a)
includes a full and unconditional written release of each Indemnified Party from
all liability arising out of such claim, action or proceeding and (b) does not
include any statement as to or an admission of fault, culpability or failure to
act by or on behalf of any Indemnified Party.

          In the event that an Indemnified Party is requested or required to
appear as a witness in any action brought by or on behalf of or against any Loan
Party or any of its Subsidiaries or Affiliates in which such Indemnified Party
is not named as a defendant, such Loan Party agrees to reimburse such
Indemnified Party for all reasonable expenses incurred by it in connection with
such Indemnified Party's appearing and preparing to appear as such a witness,
including, without limitation, the reasonable fees and expenses of its legal
counsel. Each Loan Party also agrees not to assert any claim against any Agent,
any Lender or any of their Affiliates, or any of their respective officers,
directors, employees, agents and advisors, on any theory of liability, for
special, indirect, consequential or punitive damages arising out of or otherwise
relating to the Facility, the actual or proposed use of the proceeds of the
Advances, the Transaction Documents or any of the transactions contemplated by
the Transaction Documents.

          (c) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance is made by the Borrower to or for the account of a Lender other
than on the last day of the Interest Period for such Advance, as a result of a
payment or Conversion pursuant to Section 2.04 or 2.08(d), acceleration of the
maturity of the Advances pursuant to Section 6.01 or for any other reason, or by
an Eligible Assignee to a Lender other than on the last day of the Interest
Period for such Advance upon an assignment of rights and obligations under this
Agreement pursuant to Section 9.07 as a result of a demand by the Borrower
pursuant to Section 2.08(e), or if the Borrower fails to make any payment or
prepayment of an Advance for which a notice of prepayment has been given or that
is otherwise required to be made, whether pursuant to Section 2.03, 2.04 or 6.01
or otherwise, or if the Borrower fails to borrow or continue, or Convert into, a
Eurodollar Rate Advance after the Borrower has given a notice therefor
hereunder, the Borrower shall, upon demand by such Lender (with a copy of such
demand to the Administrative Agent), pay to the Administrative Agent for the
account of such Lender any amounts required to compensate such Lender for any
additional losses, costs or expenses that it may reasonably incur as a result of
such payment or Conversion or such failure to pay or prepay, or to borrow,
continue or Convert, as the case may be, including, without limitation, any loss
(excluding loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Advance.

          (d) If any Loan Party fails to pay when due any costs, expenses or
other amounts payable by it under any Loan Document, including, without
limitation, fees and expenses of counsel and indemnities, such amount may be
paid on behalf of such Loan Party by the Administrative Agent or any Lender, in
its sole discretion.

          (e) Without prejudice to the survival of any other agreement of any
Loan Party hereunder or under any other Loan Document, the agreements and
obligations of the Loan Parties contained in Sections 2.08 and 2.10 and this
Section 9.04 shall survive the payment in full of principal, interest and all
other amounts payable hereunder and under any of the other Loan Documents.

<PAGE>

     SECTION 9.05. Right of Set-off. Upon (a) the occurrence and during the
continuance of any Event of Default and (b) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Advances due and payable pursuant to the
provisions of Section 6.01 or otherwise with the consent of the Required
Lenders, each Agent and each Lender and each of their respective Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and otherwise apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Agent, such Lender or such Affiliate to
or for the credit or the account of the Borrower against any and all of the
Obligations of the Borrower now or hereafter existing under the Loan Documents,
irrespective of whether such Agent or such Lender shall have made any demand
under this Agreement and although such Obligations may be unmatured. Each Agent
and each Lender agrees promptly to notify the Borrower after any such set-off
and application; provided, however, that the failure to give such notice shall
not affect the validity of such set-off and application. The rights of each
Agent and each Lender and their respective Affiliates under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Agent, such Lender and their respective Affiliates
may have.

     SECTION 9.06. Binding Effect. This Agreement shall become effective when it
shall have been executed by each Loan Party and each Agent and the
Administrative Agent shall have been notified by each Initial Lender that such
Initial Lender has executed it and thereafter shall be binding upon and inure to
the benefit of each Loan Party, each Agent and each Lender and their respective
successors and assigns, except that no Loan Party shall have the right to assign
its rights or obligations hereunder or any interest herein (other than pursuant
to transactions permitted by Section 5.02(d)) without the prior written consent
of the Lenders.

     SECTION 9.07. Assignments and Participations. (a) Each Lender may, and so
long as no Default shall have occurred and be continuing, if demanded by the
Borrower pursuant to Section 2.08(e) or 9.01(b) upon at least five Business
Days' notice to such Lender and the Administrative Agent will, assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement and the other Loan Documents (including, without limitation, all
or a portion of its Commitment, the Advances owing to it and the Note or Notes
held by it); provided, however, that (i) each such assignment shall be of a
uniform, and not a varying, percentage of all rights and obligations under and
in respect of the Facility (determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative
Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of
the Trade Date), (ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender, an Affiliate of any Lender
or an Approved Fund of any Lender or an assignment of all of a Lender's rights
and obligations under this Agreement, the aggregate amount of the Commitments
being assigned to such Eligible Assignee pursuant to such assignment (determined
as of the date of the Assignment and Acceptance with respect to such assignment)
shall in no event be less than $1,000,000 (or such lesser amount as shall be
approved by the Administrative Agent) under the Facility for which a Commitment
is being assigned, (iii) each partial assignment shall be made as an assignment
of a proportionate part of all of the assigning Lender's rights and obligations
under this Agreement with respect to the Advances or the Commitment assigned,
(iv) each such assignment shall be to an Eligible Assignee, (v) each such
assignment made as a result of a demand by the Borrower pursuant to Section
2.08(e) or 9.01(b) shall be arranged by the Borrower after consultation with the
Administrative Agent and shall be either an assignment of all of the rights and
obligations of the assigning Lender under this Agreement or an assignment of a
portion of such rights and obligations made concurrently with another such
assignment or other such assignments that together cover all of the rights and
obligations of the assigning Lender under this Agreement, (vi) no Lender shall
be obligated to make any such assignment as a result of a demand by the Borrower
pursuant to Section 2.08(e) or 9.01(b) unless and until such Lender shall have
received one or more payments from either the Borrower or one or more Eligible
Assignees in an aggregate amount at least equal to the aggregate

<PAGE>

outstanding principal amount of the Advances owing to such Lender, together with
accrued interest thereon to the date of payment of such principal amount and all
other amounts payable to such Lender under this Agreement, (vii) the parties to
each such assignment shall execute and deliver to the Administrative Agent, for
its acceptance and recording in the Register, an Assignment and Acceptance,
together with any Note or Notes subject to such assignment and (viii) the
Administrative Agent shall have received a processing and recordation fee of
$3,500 (which fee, in the event such assignment is made as a result of a demand
by the Borrower pursuant to Section 2.08(e) or 9.01(b), shall be payable by the
Borrower and/or the relevant Eligible Assignee); provided that only on such fee
shall be payable in connection with simultaneous assignments by or to two or
more related Approved Funds.

          (b) Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in such Assignment and Acceptance, (i) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (ii) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights (other than its rights under Sections 2.08, 2.10 and 9.04
to the extent any claim thereunder relates to an event arising prior to such
assignment) and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all of the remaining portion
of an assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto).

          (c) By executing and delivering an Assignment and Acceptance, each
Lender assignor thereunder and each assignee thereunder confirm to and agree
with each other and the other parties thereto and hereto as follows: (i) other
than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with any Loan
Document or any other instrument or document furnished pursuant thereto or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of, or the perfection or priority of any lien or security interest created or
purported to be created under or in connection with, any Loan Document or any
other instrument or document furnished pursuant thereto; (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of any Loan Party or the performance or
observance by any Loan Party of any of its obligations under any Loan Document
or any other instrument or document furnished pursuant thereto; (iii) such
assignee confirms that it has received a copy of this Agreement, together with
copies of the most recent financial statements referred to in Section 4.01 or
delivered pursuant to Section 5.03 and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into such Assignment and Acceptance; (iv) such assignee will, independently and
without reliance upon any Agent, such assigning Lender or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement; (v) such assignee confirms that it is an Eligible
Assignee; (vi) such assignee appoints and authorizes each Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
the Loan Documents as are delegated to such Agent by the terms hereof and
thereof, together with such powers and discretion as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance with
their terms all of the obligations that by the terms of this Agreement are
required to be performed by it as a Lender.

          (d) The Administrative Agent shall maintain at its address referred to
in Section 9.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitment under the Facility of, and principal amount of
the Advances owing under the Facility to, the Lender from time to time (the
"REGISTER"). The entries in the Register shall be conclusive and binding for all
purposes, absent manifest

<PAGE>

error, and the Borrower, the Agents and the Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or any
Agent or any Lender at any reasonable time and from time to time upon reasonable
prior notice.

          (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee, together with any Note or Notes (if any)
subject to such assignment, the Administrative Agent shall, if such Assignment
and Acceptance has been completed and is in substantially the form of Exhibit C
hereto, (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to the
Borrower and each other Agent. In the case of any assignment by a Lender, within
five Business Days after its receipt of such notice, the Borrower, at its own
expense, shall execute and deliver to the Administrative Agent in exchange for
the surrendered Note or Notes (if any) a new Note to the order of such Eligible
Assignee in an amount equal to the Commitment assumed by it under the Facility
pursuant to such Assignment and Acceptance and, if any assigning Lender that had
a Note or Notes prior to such Assignment and Acceptance has retained a
Commitment hereunder under the Facility, a new Note to the order of such
assigning Lender in an amount equal to the Commitment retained by it hereunder.
Such new Note or Notes shall be in an aggregate principal amount equal to the
aggregate principal amount of such surrendered Note or Notes, shall be dated the
effective date of such Assignment and Acceptance and shall otherwise be in
substantially the form of Exhibit A hereto.

          (f) Each Lender may sell participations to one or more Persons (other
than any Loan Party or any of its Affiliates) in or to all or a portion of its
rights and obligations under this Agreement (including, without limitation, all
or a portion of its Commitment, the Advances owing to it and the Note or Notes
(if any) held by it); provided, however, that (i) such Lender's obligations
under this Agreement (including, without limitation, its Commitments) shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) such Lender shall
remain the holder of any such Note for all purposes of this Agreement, (iv) the
Loan Parties, the Agents and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and (v) no participant under any such
participation shall have any right to approve any amendment or waiver of any
provision of any Loan Document, or any consent to any departure by any Loan
Party therefrom, except to the extent that such amendment, waiver or consent
would reduce the principal of, or interest on, the Advances or any fees or other
amounts payable hereunder, in each case to the extent subject to such
participation, postpone any date fixed for any payment of principal of, or
interest on, the Advances or any fees or other amounts payable hereunder, in
each case to the extent subject to such participation, or release all or
substantially all of the Collateral or the value of the Guaranties. The Borrower
agrees that each participant shall be entitled to the benefits of Sections 2.09,
2.10, 8.04 and 9.04(b) to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (a) of this Section.
To the extent permitted by law, each participant also shall be entitled to the
benefits of Section 9.05 as though it were a Lender, provided such participant
agrees to be subject to Section 2.11 as though it were a Lender. A participant
shall not be entitled to receive any greater payment under Sections 2.08 and
2.10 than the applicable Lender would have been entitled to receive with respect
to the participation sold to such participant, unless the sale of the
participation to such participant is made with the Borrower's prior written
consent.

          (g) Any Lender may, in connection with any assignment, pledge or
participation or proposed assignment, pledge or participation pursuant to this
Section 9.07, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Loan Parties furnished to such
Lender by or on behalf of the Loan Parties; provided, however, that, prior to
any such disclosure, the

<PAGE>

assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any Confidential Information received by it from
such Lender.

          (h) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time create a security interest in all or any portion of
its rights under this Agreement and the other Loan Documents (including, without
limitation, the Advances owing to it and the Note or Notes (if any) held by it)
in favor of any Federal Reserve Bank.

          (i) Notwithstanding anything to the contrary contained herein, any
Lender that is a Fund may create a security interest in all or any portion of
the Advances owing to it and any Note or Notes held by it to the trustee for
holders of obligations owed, or securities issued, by such Fund as security for
such obligations or securities, provided, that unless and until such trustee
actually becomes a Lender in compliance with the other provisions of this
Section 9.07, (i) no such pledge shall release the pledging Lender from any of
its obligations under the Loan Documents and (ii) such trustee shall not be
entitled to exercise any of the rights of a Lender under the Loan Documents even
though such trustee may have acquired ownership rights with respect to the
pledged interest through foreclosure or otherwise.

          (j) Notwithstanding anything to the contrary contained herein, any
Lender (a "GRANTING LENDER") may grant to a special purpose funding vehicle
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrower (an "SPC") the option to provide all or
any part of any Advance that such Granting Lender would otherwise be obligated
to make pursuant to this Agreement, provided that (i) nothing herein shall
constitute a commitment by any SPC to fund any Advance, and (ii) if an SPC
elects not to exercise such option or otherwise fails to make all or any part of
such Advance, the Granting Lender shall be obligated to make such Advance
pursuant to the terms hereof. The making of an Advance by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if,
such Advance were made by the Granting Lender. Each party hereto hereby agrees
that (i) no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement for which a Lender would be liable, (ii) no SPC shall be
entitled to the benefits of Sections 2.08 and 2.10 (or any other increased costs
protection provision) and (iii) the Granting Lender shall for all purposes,
including, without limitation, the approval of any amendment or waiver of any
provision of any Loan Document, remain the Lender of record hereunder. In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior Debt of any SPC, it will not institute against, or join
any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency, or liquidation proceeding under the
laws of the United States or any State thereof. Notwithstanding anything to the
contrary contained in this Agreement, any SPC may (i) with notice to, but
without prior consent of, the Borrower and the Administrative Agent and without
paying any processing fee therefor, assign all or any portion of its interest in
any Advance to the Granting Lender and (ii) disclose on a confidential basis any
non-public information relating to its funding of Advances to any rating agency,
commercial paper dealer or provider of any surety or guarantee or credit or
liquidity enhancement to such SPC. This subsection (k) may not be amended
without the prior written consent of each Granting Lender, all or any part of
whose Advances are being funded by any SPC at the time of such amendment.

     SECTION 9.08. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery by telecopier of an executed counterpart of a signature page to this
Agreement shall be effective as delivery of an original executed counterpart of
this Agreement.

<PAGE>

     SECTION 9.09. Confidentiality. Neither any Agent nor any Lender shall
disclose any Confidential Information to any Person without the consent of the
Borrower, other than (a) to such Agent's or such Lender's Affiliates and their
officers, directors, employees, agents and advisors and to actual or prospective
Eligible Assignees and participants, and then only on a confidential basis, (b)
as required by any law, rule or regulation or judicial process, (c) as requested
or required by any state, Federal or foreign authority or examiner (including
the National Association of Insurance Commissioners or any similar organization
or quasi-regulatory authority) regulating such Lender, (d) to any rating agency
when required by it, provided that, prior to any such disclosure, such rating
agency shall undertake to preserve the confidentiality of any Confidential
Information relating to the Loan Parties received by it from such Lender, (e) in
connection with any litigation or proceeding to which such Agent or such Lender
or any of its Affiliates may be a party or (f) in connection with the exercise
of any right or remedy under this Agreement or any other Loan Document.

     SECTION 9.10. Release of Collateral. Subject to the terms of the
Intercreditor Agreement, upon the sale, lease, transfer or other disposition of
any item of Collateral of any Loan Party (including, without limitation, as a
result of the sale, in accordance with the terms of the Loan Documents, of the
Loan Party that owns such Collateral) in accordance with the terms of the Loan
Documents, the Collateral Agent will, at the Borrower's expense, execute and
deliver to such Loan Party such documents as such Loan Party may reasonably
request to evidence the release of such item of Collateral from the assignment
and security interest granted under the Collateral Documents in accordance with
the terms of the Loan Documents.

     SECTION 9.11. Patriot Act Notice. Each Lender, and the Administrative Agent
(for itself and not on behalf of any Lender), hereby notifies the Loan Parties
that pursuant to the requirements of the Patriot Act, it is required to obtain,
verify and record information that identifies each Loan Party, which information
includes the name and address of such Loan Party and other information that will
allow such Lender or the Administrative Agent, as applicable, to identify such
Loan Party in accordance with the Patriot Act. The Borrower shall, and shall
cause each of its Subsidiaries to, provide such information and take such
actions as are reasonably requested by the Administrative Agent or any Lender in
order to assist the Administrative Agent and the Lenders in maintaining
compliance with the Patriot Act.

     SECTION 9.12. Intercreditor Agreement. Notwithstanding anything contained
herein to the contrary, in the event of any conflict between the provisions of
this Agreement and the provisions of the Intercreditor Agreement, the provisions
of the Intercreditor Agreement shall govern.

     SECTION 9.13. Jurisdiction, Etc. (a) EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE
UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM
ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, 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 ANY SUCH NEW YORK STATE
COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF
THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL
AFFECT ANY RIGHT THAT ANY PARTY MAY OTHERWISE HAVE TO

<PAGE>

BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS IN THE COURTS OF ANY JURISDICTION.

          (b) EACH OF THE PARTIES 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 OR THE OTHER
LOAN DOCUMENTS IN ANY NEW YORK STATE OR FEDERAL COURT. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT.

     SECTION 9.14. GOVERNING LAW. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

<PAGE>

     SECTION 9.15. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.15.

<PAGE>

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

                                        OPEN SOLUTIONS INC.,
                                        as Borrower


                                        By /s/ Kenneth J. Saunders
                                           -------------------------------------
                                        Name: Kenneth J. Saunders
                                        Title: Executive Vice President
                                               and Chief Financial Officer


                                        HUSKY ACQUISITION CORPORATION,
                                        as a Guarantor


                                        By /s/ Kenneth J. Saunders
                                           -------------------------------------
                                        Name: Kenneth J. Saunders
                                        Title: Treasurer

                                        Address for notices:
                                        455 Winding Brook Drive
                                        Glastonbury, CT 06033


                                        MAXXAR CORPORATION,
                                        as a Guarantor


                                        By /s/ Kenneth J. Saunders
                                           -------------------------------------
                                        Name: Kenneth J. Saunders
                                        Title: Treasurer

                                        Address for notices:
                                        455 Winding Brook Drive
                                        Glastonbury, CT 06033


                                        OPEN SOLUTIONS RDS TECHNOLOGIES,
                                        INC., as a Guarantor


                                        By /s/ Kenneth J. Saunders
                                           -------------------------------------
                                        Name: Kenneth J. Saunders
                                        Title: Treasurer

                                        Address for notices:
                                        455 Winding Brook Drive
                                        Glastonbury, CT 06033

<PAGE>

                                        RE:MEMBER DATA SERVICES, INC.,
                                        as a Guarantor


                                        By /s/ Kenneth J. Saunders
                                           -------------------------------------
                                        Name: Kenneth J. Saunders
                                        Title: Treasurer

                                        Address for notices:
                                        455 Winding Brook Drive
                                        Glastonbury, CT 06033



                                        WILDCAT ACQUISITION CORP.,
                                        as a Guarantor


                                        By /s/ Kenneth J. Saunders
                                           -------------------------------------
                                        Name: Kenneth J. Saunders
                                        Title: Treasurer

                                        Address for notices:
                                        455 Winding Brook Drive
                                        Glastonbury, CT 06033

<PAGE>

                                        Agents and Initial Lenders:

                                        WACHOVIA BANK, NATIONAL
                                        ASSOCIATION, as Administrative Agent,
                                        Collateral Agent and Initial Lender


                                        By /s/ John Bengough
                                           -------------------------------------
                                        Name: John Bengough
                                        Title: Vice President

<PAGE>

                                OMITTED SCHEDULES

     Pursuant to Item 601(b)(2) of Regulation S-K promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, Open Solutions
Inc. (the "Company") has, with respect to the Second Lien Senior Secured Term
Loan Agreement, dated as of March 3, 2006, among the Company, the Guarantors
named therein, the lending institutions named therein, the Administrative Agent
and the other parties thereto, omitted to file the schedules listed in the table
of contents herewith. These schedules will be supplementally furnished to the
Commission upon request.