<PAGE>


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

                                                                    EXHIBIT 10.1





                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                             Dated as of May 5, 2005

                                      among

                         AMERICAN COLOR GRAPHICS, INC.,
                                as the Borrower,


                 The Guarantors from time to time Party Hereto,


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

                                       and

                   The Lenders from time to time Party Hereto

                         BANC OF AMERICA SECURITIES LLC,
                                       as
                    Sole Lead Arranger and Sole Book Manager



<PAGE>


TABLE OF CONTENTS

<Table>
<Caption>
Section                                                                                                       Page
-------                                                                                                       ----
<S>                                                                                                           <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS........................................................................1
         1.01     Defined Terms...................................................................................1
         1.02     Other Interpretive Provisions..................................................................24
         1.03     Accounting Terms...............................................................................25
         1.04     Rounding.......................................................................................26
         1.05     Times of Day...................................................................................26
         1.06     Letter of Credit Amounts.......................................................................26
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS.................................................................26
         2.01     Loans..........................................................................................26
         2.02     Borrowings, Conversions and Continuations of Loans.............................................27
         2.03     Letters of Credit..............................................................................28
         2.04     Prepayments....................................................................................37
         2.05     Termination or Reduction of Commitments........................................................40
         2.06     Repayment of Loans.............................................................................41
         2.07     Interest.......................................................................................41
         2.08     Fees...........................................................................................42
         2.09     Computation of Interest and Fees...............................................................42
         2.10     Evidence of Debt...............................................................................43
         2.11     Payments Generally; Administrative Agent's Clawback............................................43
         2.12     Sharing of Payments by Lenders.................................................................45
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY...............................................................46
         3.01     Taxes..........................................................................................46
         3.02     Illegality.....................................................................................48
         3.03     Inability to Determine Rates...................................................................48
         3.04     Increased Costs................................................................................49
         3.05     Compensation for Losses........................................................................50
         3.06     Mitigation Obligations; Replacement of Lenders.................................................51
         3.07     Survival.......................................................................................51
ARTICLE IV GUARANTY..............................................................................................52
         4.01     The Guaranty...................................................................................52
         4.02     Obligations Unconditional......................................................................52
         4.03     Reinstatement..................................................................................53
         4.04     Certain Additional Waivers.....................................................................54
         4.05     Remedies.......................................................................................54
         4.06     Rights of Contribution.........................................................................54
         4.07     Guarantee of Payment; Continuing Guarantee.....................................................54
ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS..............................................................55
         5.01     Conditions of Closing Date and Initial Credit Extension........................................55
         5.02     Conditions to all Credit Extensions............................................................59
ARTICLE VI REPRESENTATIONS AND WARRANTIES........................................................................60
         6.01     Existence, Qualification and Power; Compliance with Laws.......................................60
         6.02     Authorization; No Contravention................................................................60
         6.03     Governmental Authorization; Other Consents.....................................................61
</Table>



                                       i



<PAGE>


<Table>
<S>                                                                                                              <C>
         6.04     Binding Effect.................................................................................61
         6.05     Financial Statements; No Material Adverse Effect...............................................61
         6.06     Litigation.....................................................................................62
         6.07     No Default.....................................................................................62
         6.08     Ownership of Property; Liens...................................................................62
         6.09     Environmental Compliance.......................................................................62
         6.10     Insurance......................................................................................63
         6.11     Taxes..........................................................................................63
         6.12     ERISA Compliance...............................................................................64
         6.13     Capital Structure/Subsidiaries.................................................................64
         6.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act.................65
         6.15     Disclosure.....................................................................................65
         6.16     Compliance with Laws...........................................................................66
         6.17     Intellectual Property..........................................................................66
         6.18     Collateral Documents; Nature of Obligations....................................................66
         6.19     Investments....................................................................................67
         6.20     Business Locations.............................................................................67
         6.21     Brokers' Fees..................................................................................67
         6.22     Labor Matters..................................................................................67
         6.23     Representations and Warranties from Other Loan Documents.......................................67
ARTICLE VII AFFIRMATIVE COVENANTS................................................................................67
         7.01     Financial Statements...........................................................................67
         7.02     Certificates; Other Information................................................................69
         7.03     Notices and Information........................................................................71
         7.04     Payment of Obligations.........................................................................72
         7.05     Preservation of Existence, Etc.................................................................73
         7.06     Maintenance of Properties......................................................................73
         7.07     Maintenance of Insurance.......................................................................73
         7.08     Compliance with Laws and Material Contractual Obligations......................................73
         7.09     Books and Records..............................................................................74
         7.10     Inspection Rights..............................................................................74
         7.11     Use of Proceeds................................................................................74
         7.12     Additional Guarantors..........................................................................74
         7.13     Pledged Assets.................................................................................74
         7.14     Deposit and Investment Accounts................................................................75
         7.15     Post-Closing Matters...........................................................................75
ARTICLE VIII NEGATIVE COVENANTS..................................................................................76
         8.01     Liens..........................................................................................76
         8.02     Investments....................................................................................78
         8.03     Indebtedness...................................................................................79
         8.04     Fundamental Changes............................................................................80
         8.05     Dispositions...................................................................................80
         8.06     Restricted Payments............................................................................81
         8.07     Change in Nature of Business...................................................................82
         8.08     Transactions with Affiliates and Insiders......................................................82
</Table>



                                       ii



<PAGE>


<Table>
<S>                                                                                                              <C>
         8.09     Burdensome Agreements..........................................................................82
         8.10     Use of Proceeds................................................................................83
         8.11     First Lien Leverage Ratio......................................................................83
         8.12     Capital Expenditures...........................................................................83
         8.13     Amendment and Prepayment of Other Indebtedness.................................................84
         8.14     Organization Documents; Fiscal Year............................................................84
         8.15     Ownership of Subsidiaries; Limitations on Parent...............................................84
         8.16     Sale Leasebacks................................................................................85
         8.17     Operating Lease Obligations....................................................................85
         8.18     No Foreign Subsidiaries........................................................................85
         8.19     Covenants with Respect to Immaterial Subsidiaries..............................................85
ARTICLE IX EVENTS OF DEFAULT AND REMEDIES........................................................................85
         9.01     Events of Default..............................................................................85
         9.02     Remedies Upon Event of Default.................................................................88
         9.03     Application of Funds...........................................................................88
ARTICLE X ADMINISTRATIVE AGENT...................................................................................89
         10.01             Appointment and Authority.............................................................89
         10.02             Rights as a Lender....................................................................90
         10.03             Exculpatory Provisions................................................................90
         10.04             Reliance by Administrative Agent......................................................91
         10.05             Delegation of Duties..................................................................91
         10.06             Resignation of Administrative Agent...................................................91
         10.07             Non-Reliance on Administrative Agent and Other Lenders................................92
         10.08             No Other Duties, Etc..................................................................93
         10.09             Administrative Agent May File Proofs of Claim.........................................93
         10.10             Collateral and Guaranty Matters.......................................................94
         10.11             Intercreditor Agreement...............................................................94
ARTICLE XI MISCELLANEOUS.........................................................................................94
         11.01             Amendments, Etc.......................................................................94
         11.02             Notices. Effectiveness of Electronic Communications...................................97
         11.03             No Waiver; Cumulative Remedies........................................................99
         11.04             Expenses; Indemnity; Damage Waiver....................................................99
         11.05             Payments Set Aside...................................................................101
         11.06             Successors and Assigns...............................................................101
         11.07             Treatment of Certain Information; Confidentiality....................................104
         11.08             Set-off..............................................................................105
         11.09             Interest Rate Limitation.............................................................106
         11.10             Counterparts; Integration; Effectiveness.............................................106
         11.11             Survival of Representations and Warranties...........................................106
         11.12             Severability.........................................................................107
         11.13             Replacement of Lenders...............................................................107
         11.14             Governing Law; Jurisdiction; Etc.....................................................108
         11.15             Waiver of Jury Trial.................................................................109
         11.16             Term of Agreement; Termination.......................................................109
         11.17             USA PATRIOT Act Notice...............................................................109
         11.18             Subordination of Intercompany Debt...................................................109
</Table>



                                      iii



<PAGE>


SCHEDULES

         1.01A        Restructuring Initiatives
         1.01B        Existing Letters of Credit
         2.01         Commitments and Applicable Percentages
         6.03         Required Consents, Authorizations, Notices and Filings
         6.10         Insurance
         6.12         ERISA Matters
         6.13(a)      Corporate Structure
         6.13(b)      Subsidiaries; Equity Interests in the Borrower
         6.17         Intellectual Property Matters
         6.20(a)      Real Properties
         6.20(b)      Collateral Locations
         6.20(c)      Chief Executive Office, Jurisdiction of Incorporation,
                      Principal Place of Business
         6.22         Collective Bargaining Agreements
         8.01         Existing Liens
         8.02         Existing Investments
         8.03         Existing Indebtedness
         11.02        Administrative Agent's Office, Certain Addresses for
                      Notices
         11.06        Processing and Recordation Fees


EXHIBITS

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



                                       iv



<PAGE>


                      AMENDED AND RESTATED CREDIT AGREEMENT

         This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, modified,
restated or supplemented from time to time, the "Agreement") is entered into as
of May 5, 2005 by and among AMERICAN COLOR GRAPHICS, INC., a New York
corporation (together with any permitted successors and assigns, the
"Borrower"), the Guarantors (as defined herein), the Lenders (as defined
herein), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer
(each, as defined herein).

                                    RECITALS

         The Borrower is party to that certain Credit Agreement dated as of July
3, 2003 (as amended as of February 9, 2004, February 11, 2005 and April 7, 2005)
among the Borrower, certain financial institutions party thereto, Bank of
America, as administrative agent (the "Existing Credit Agreement");

         The parties to this Agreement desire to amend the Existing Credit
Agreement as set forth herein and to restate the Existing Credit Agreement in
its entirety to read as follows; and

         The Borrower has requested that the Lenders extend credit to it from
time to time in an aggregate principal amount of $90,000,000 for the purposes
hereinafter set forth, and the Lenders are willing to do so on the terms and
conditions set forth herein.

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


                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

         1.01 DEFINED TERMS.

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

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

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

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



<PAGE>


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

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

         "Aggregate Revolving Commitments" means the Revolving Commitments of
all the Lenders. The amount of the Aggregate Revolving Commitments in effect on
the Closing Date is FIFTY-FIVE MILLION DOLLARS ($55,000,000).

         "Aggregate Term Loan Commitments" means the Term Loan Commitments of
all the Lenders. The amount of the Aggregate Term Loan Commitments in effect on
the Closing Date is THIRTY-FIVE MILLION DOLLARS ($35,000,000).

         "Agreement" has the meaning assigned to such term in the heading
hereof.

         "Applicable Percentage" means as to each Lender (a) with respect to
such Lender's Revolving Commitment at any time, the percentage (carried out to
the ninth decimal place) of the Aggregate Revolving Commitments represented by
such Lender's Revolving Commitment at such time; provided that if the commitment
of each Lender to make Revolving Loans and the obligation of the L/C Issuer to
make L/C Credit Extensions have been terminated pursuant to Section 9.02 or if
the Revolving Commitments have expired, then the Applicable Percentage of each
Lender shall be determined based on the Applicable Percentage of such Lender
most recently in effect, giving effect to any subsequent assignments, and (b)
with respect to such Lender's outstanding Term Loans at any time, the percentage
(carried out to the ninth decimal place), of the total aggregate principal
amount of the Term Loan represented by the Term Loans held by such Lender at
such time. The initial Applicable Percentage of each Lender is set forth
opposite the name of such Lender on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.

         "Applicable Rate" means, (a) with respect to Eurodollar Rate Loans and
Letter of Credit Fees for Letters of Credit, 5.50% per annum and (b) with
respect to Base Rate Loans, 4.50% per annum.

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

         "Assignee Group" means two or more Eligible Assignees that are
Affiliates of one another or two or more Approved Funds managed by the same
investment advisor.



                                       2
<PAGE>


         "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 11.06(b)), and accepted by the Administrative
Agent, in substantially the form of Exhibit E or any other form approved by the
Administrative Agent.

         "Attributable Indebtedness" means, on any date, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a Capital Lease.

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended March 31,
2004, and the related audited consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto.

         "Availability Period" means, with respect to the Revolving Commitments,
the period from the Closing Date to the earliest of (a) the Maturity Date, (b)
the date of termination of the Aggregate Revolving Commitments pursuant to
Section 2.05 and (c) the date of termination of the commitment of each Lender to
make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions
pursuant to Section 9.02.

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

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

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

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

         "Base Rate Revolving Loan" means a Revolving Loan that is a Base Rate
Loan.

         "Borrower" has the meaning specified in the heading hereof.

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



                                       3
<PAGE>


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

         "Businesses" means, at any time, a collective reference to the
businesses operated by the Loan Parties at such time.

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

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

         "Cash Collateralize" has the meaning specified in Section 2.03(g).

         "Cash Equivalents" means, as at any date, (a) securities issued or
directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than twelve
months from the date of acquisition, (b) Dollar denominated time deposits and
certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of
recognized standing having capital and surplus in excess of $100,000,000 or
(iii) any bank whose short-term commercial paper rating from S&P is at least A-2
or the equivalent thereof or from Moody's is at least P-2 or the equivalent
thereof (any such bank being an "Approved Bank"), in each case with maturities
of not more than 270 days from the date of acquisition, (c) commercial paper and
variable or fixed rate notes issued by any Approved Bank (or by the parent
company thereof) or any variable rate notes issued by, or guaranteed by, any
domestic corporation rated A-2 (or the equivalent thereof) or better by S&P or
P-2 (or the equivalent thereof) or better by Moody's and maturing not more than
270 days from the date of acquisition, (d) repurchase agreements entered into by
any Person with a bank or trust company (including any of the Lenders) or
recognized securities dealer having capital and surplus in excess of
$100,000,000 for direct obligations issued by or fully guaranteed by the United
States or any agency or instrumentality thereof in which such Person shall have
a perfected first priority security interest (subject to no other Liens) and
having, on the date of purchase thereof, a fair market value of at least 100% of
the amount of the repurchase obligations and (e) Investments, classified in
accordance with GAAP as current assets, in money market funds registered under
the Investment Company Act of 1940, as amended, which are operated in accordance
with Rule 2a-7 under the Investment Company Act of 1940 and the portfolios of
which are limited to Investments of the character described in the foregoing
subdivisions (a) through (d).



                                       4
<PAGE>


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

         "Change of Control" means the occurrence of any of the following
events: (a) the sale, lease, transfer or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Borrower and its Subsidiaries taken as a
whole to any "person" or "group" (within the meaning of Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934) other than the Sponsor, (b) the
Parent or the Borrower is liquidated or dissolved or adopts a plan of
liquidation or dissolution; (c) the Parent shall fail to own directly 100% of
the outstanding Capital Stock of the Borrower, (d) the Sponsor shall fail to own
beneficially, directly or indirectly, at least 40% of the outstanding Voting
Stock of the Parent, (e) a "person" or "group" (within the meaning of Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934) other than the
Sponsor shall have acquired beneficial ownership, directly or indirectly, of, or
shall have acquired by contract or otherwise, 30% or more of the outstanding
Voting Stock of the Parent, (f) during any period of 12 consecutive months, a
majority of the members of the board of directors or other equivalent governing
body of the Parent cease to be composed of individuals (i) who were members of
that board or equivalent governing body on the first day of such period, (ii)
whose election or nomination to that board or equivalent governing body was
approved by either the Sponsor or individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority of
that board or equivalent governing body or (iii) whose election or nomination to
that board or other equivalent governing body was approved by either the Sponsor
or individuals referred to in clauses (i) and (ii) above constituting at the
time of such election or nomination at least a majority of that board or
equivalent governing body (excluding, in the case of both clause (ii) and clause
(iii), any individual whose initial nomination for, or assumption of office as,
a member of that board or equivalent governing body occurs as a result of an
actual or threatened solicitation of proxies or consents for the election or
removal of one or more directors by any person or group other than a
solicitation for the election of one or more directors by or on behalf of the
board of directors) or (g) the occurrence of a "Change of Control" under, and as
defined in, the Second Lien Indenture. As used herein, "beneficial ownership"
shall have the meaning provided in Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act.

         "Closing Date" means the first date all the conditions precedent in
Section 5.01 are satisfied or waived in accordance with Section 11.01.

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

         "Collateral" means a collective reference to all real and personal
Property required to be pledged to the Administrative Agent (for the benefit of
the Lenders) pursuant to and in accordance with Section 7.13.



                                       5
<PAGE>

         "Collateral Documents" means a collective reference to the Security
Agreement, the Mortgage Instruments and such other security documents as may be
executed and delivered by the Loan Parties pursuant to the terms of Section 7.12
and Section 7.13.

         "Commitment" means, as to each Lender, the Revolving Commitment of such
Lender and/or the Term Loan Commitment of such Lender.

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

         "Consolidated Capital Expenditures" means, for any period, for the Loan
Parties on a consolidated basis, all capital expenditures made in such period,
as determined in accordance with GAAP, but excluding any such capital
expenditures made with the Net Cash Proceeds of an Involuntary Disposition.

         "Consolidated EBITDA" means, for any period, for the Loan Parties on a
consolidated basis, an amount equal to Consolidated Net Income plus, without
duplication (a) the following to the extent deducted in calculating such
Consolidated Net Income: (i) Consolidated Interest Charges, (ii) the provision
for current and deferred Federal, state, local and foreign income taxes payable
by the Loan Parties, (iii) depreciation and amortization expense, (iv)
restructuring charges, severance expenses and other non-recurring expenses of
the Loan Parties which do not represent a cash item in such period and (v)
non-cash losses or other non-cash charges from (A) Dispositions of or
write-downs of fixed assets and equipment and (B) impairment of goodwill minus
(b) the following to the extent included in calculating such Consolidated Net
Income: (i) current and deferred Federal, state, local and foreign income tax
credits and (ii) all non-cash items increasing Consolidated Net Income minus (c)
restructuring charges, severance expenses and other non-recurring expenses of
the Loan Parties paid during such period for restructuring initiatives adopted
after the Closing Date which represent a cash item in such current period
(whether or not such charges and expenses were accrued during such period).

         "Consolidated Excess Cash Flow" means, with respect to any fiscal year
period of the Loan Parties on a consolidated basis, an amount equal to (a)
Consolidated EBITDA minus (b) Consolidated Capital Expenditures paid in cash
minus (c) Consolidated Interest Charges paid in cash minus (d) Federal, state
and other income taxes actually paid by the Loan Parties on a consolidated basis
(net of tax refunds received) minus (e) Consolidated Scheduled Funded Debt
Payments minus (f) restructuring charges, severance expenses and other
non-recurring expenses of the Loan Parties which were previously accrued (but
not paid in cash in the period in which accrued) for restructuring initiatives
adopted prior to the Closing Date that are described on Schedule 1.01A and which
represent a cash item in such current period not to exceed the amount set forth
on Schedule 1.01A in the aggregate for all periods minus (g) Excess Pension
Contributions paid on or prior to March 31, 2008 minus (h) to the extent
included in Consolidated EBITDA, cash gains from the Disposition of fixed assets
and equipment.

         "Consolidated Interest Charges" means for any period for the Loan
Parties on a consolidated basis, the sum of all interest, premium payments,
amortization or write-off of deferred financing costs, debt discount, fees,
charges and related expenses of the Loan Parties in connection with borrowed
money (including capitalized interest, the interest component under Capital
Leases and the implied interest component of Synthetic Lease Obligations)) or in



                                       6
<PAGE>


connection with the deferred purchase price of assets, in each case to the
extent treated as interest in accordance with GAAP.

         "Consolidated Net Income" means, for any period, for the Loan Parties
on a consolidated basis, net income (excluding extraordinary items), as
determined in accordance with GAAP.

         "Consolidated Scheduled Funded Debt Payments" means, for any period,
for the Loan Parties on a consolidated basis, the sum of all scheduled payments
of principal on funded Indebtedness, as determined in accordance with GAAP. For
purposes of this definition, "scheduled payments of principal" (a) shall be
determined without giving effect to any reduction of such scheduled payments
resulting from the application of any voluntary or mandatory prepayments made
during the applicable period, (b) shall be deemed to include the portion of all
scheduled payments that represent reductions of Attributable Indebtedness in
respect of Capital Leases and Synthetic Lease Obligations (including the amount
payable as the "buyout" price at the end of the term thereof) and (c) shall not
include any voluntary prepayments or mandatory prepayments required pursuant to
Section 2.04.

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

         "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

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

         "Debt Issuance" means the issuance by any Loan Party of any
Indebtedness of the type referred to in clause (a) or (b) of the definition
thereof set forth in this Section 1.01.

         "Debt Issuance Prepayment Event" means the receipt by any Loan Party of
proceeds from any Debt Issuance other than an Excluded Debt Issuance.

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

         "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of a stated grace
period, or both, would be an Event of Default. It is understood and agreed that
the institution of any proceeding under any Debtor Relief Law relating to any
Loan Party or to all or any material part of its Property without the consent of
such Person shall constitute an immediate Default.



                                       7
<PAGE>


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

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

         "Disposition" or "Dispose" means any disposition (including pursuant to
a Sale and Leaseback Transaction) of any or all of the Property (including
without limitation the Capital Stock of a Subsidiary) of any Loan Party whether
by sale, lease, licensing, transfer or otherwise; provided, however, that the
term "Disposition" shall be deemed to exclude any Equity Issuance.

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

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

         "Environmental Laws" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any Hazardous Materials.

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



                                       8
<PAGE>


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

         "ERISA" means the Employee Retirement Income Security Act of 1974.

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

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

         "Eurodollar Rate" means, for any Interest Period with respect to a
Eurodollar Rate Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated by
the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for
Dollar deposits (for delivery on the first day of such Interest Period) with a
term equivalent to such Interest Period. If such rate is not available at such
time for any reason, then the "Eurodollar Rate" for such Interest Period shall
be the rate per annum determined by the Administrative Agent to be the rate at
which deposits in Dollars for delivery on the first day of such Interest Period
in same day funds in the approximate amount of the Eurodollar Rate Loan being
made, continued or converted by Bank of America and with a term equivalent to
such Interest Period would be offered by Bank of America's London Branch to
major banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.

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



                                       9
<PAGE>


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

         "Excess Pension Contributions" means, with respect to any fiscal year
of the Loan Parties on a consolidated basis, cash contributions to the Loan
Parties' three qualified defined benefit pension plans in existence on the
Closing Date in excess of the related pension expense amount included in the
calculation of Consolidated Net Income for such period.

         "Excluded Debt Issuance" means any Debt Issuance permitted by Section
8.03.

         "Excluded Disposition" means, with respect to any Loan Party, any
Disposition consisting of (a) the sale, lease, license, transfer or other
disposition of inventory in the ordinary course of such Loan Party's business,
(b) the sale, lease, license, transfer or other disposition of machinery,
equipment or other Property no longer used or useful in the conduct of such Loan
Party's business in an aggregate amount not to exceed (i) $1,000,000 during any
fiscal year and (ii) $4,000,000 during the term of this Agreement, (c) any sale,
lease, license, transfer or other disposition of Property by such Loan Party to
any Loan Party, (d) any Involuntary Disposition by such Loan Party, (e) leases
or subleases granted to others not interfering in any material respect with the
business of any Loan Party and (f) the granting of easements, rights-of-way,
restrictions and other similar encumbrances permitted by Section 8.01(g).

         "Excluded Property" means, with respect to any Loan Party, (a) any
personal Property (including, without limitation, motor vehicles) in respect of
which perfection of a Lien is not either (i) governed by the Uniform Commercial
Code, (ii) the Personal Property Security Act of Ontario or (iii) effected by
appropriate evidence of the Lien being filed in either the United States
Copyright Office or the United States Patent and Trademark Office, (b) any
Property which, subject to the terms of Section 8.09, is subject to a Lien of
the type described in Section 8.01(i) pursuant to documents which prohibit such
Loan Party from granting any other Liens in such Property, (c) any leased real
Property that (i) is leased by a Loan Party on the Closing Date and is not
designated as a Mortgaged Property on Schedule 6.20(a) or (ii) is leased by a
Loan Party after the Closing Date, unless requested by the Administrative Agent
or the Required Lenders.

         "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) Taxes imposed on or
measured by its overall net income (however denominated), and franchise Taxes
imposed on it (in lieu of net income Taxes), by the jurisdiction (or any
political subdivision thereof) under the laws of which such recipient is
organized, in which its principal office is located or in which it is doing
business (other than by reason of any Loan Document) or, in the case of any
Lender, in which its applicable Lending Office is located, (b) any branch
profits Taxes imposed by the United States or any similar Tax imposed by any
other jurisdiction in which the Borrower is located, (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 11.13), any withholding Tax that is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new Lending Office) or is attributable to such Foreign Lender's
failure or inability (other than as a result of a Change in Law) to comply with
Section 3.01(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new Lending Office (or
assignment), to receive additional



                                       10
<PAGE>


amounts from the Borrower with respect to such withholding Tax pursuant to
Section 3.01(a) and (d) in the case of any Lender that is not a Foreign Lender,
U.S. backup withholding taxes required to be withheld.

         "Existing Credit Agreement" has the meaning assigned to such term in
the recitals hereof.

         "Existing Letters of Credit" means those letters of credit described on
Schedule 1.01B.

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

         "Fee Letter" means the letter agreement, dated as of the Closing Date,
among the Borrower, the Administrative Agent and the Arranger.

         "FIRREA" means the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as amended, and any successor statute thereto, as
interpreted by the rules and regulations thereunder, as amended, including,
without limitation, 12 CFR part 34.41 to 34.47.

         "First Lien Leverage Ratio" means, as of the last day of any fiscal
quarter of the Loan Parties, the ratio of (a) the sum of the Aggregate Revolving
Commitments plus the outstanding principal balance of the Term Loan as of such
date to (b) Consolidated EBITDA for the four fiscal quarter period ending on
such date.

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

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

         "Fully Satisfied" means, with respect to the Obligations as of any
date, that, as of such date, (a) all principal of and interest accrued to such
date which constitute Obligations (other than principal and interest arising
under Swap Contracts between any Loan Party and any counterparty that is not at
such time a Lender or an Affiliate thereof) shall have been irrevocably paid in
full in cash, (b) all fees, expenses and other amounts then due and payable
which constitute Obligations (other than fees, expenses and other amounts
arising under Swap Contracts between any Loan Party and any counterparty that is
not at such time a Lender or an



                                       11
<PAGE>


Affiliate thereof) shall have been irrevocably paid in cash, (c) all outstanding
Letters of Credit shall have been (i) terminated, (ii) fully irrevocably Cash
Collateralized or (iii) secured by one or more letters of credit on terms and
conditions, and with one or more financial institutions, reasonably satisfactory
to the L/C Issuer and (d) the Commitments shall have expired or been terminated
in full.

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

         "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

         "Governmental Authority" means the government of the United States or
any other nation, or of any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or
the European Central Bank).

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



                                       12
<PAGE>


         "Guarantors" means a collective reference to the Parent and the
Subsidiaries of the Borrower identified as "Guarantors" on the signature pages
hereto, and each other Person that subsequently becomes a Guarantor by executing
a Joinder Agreement as contemplated by Section 7.12, and "Guarantor" means any
one of them.

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

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

         "Honor Date" has the meaning specified in Section 2.03(c)(i).

         "Immaterial Subsidiaries" means Sullivan Marketing, Inc., a Delaware
corporation, Sullivan Media Corporation, a Delaware corporation, and American
Images of North America, Inc., a New York corporation.

         "Indebtedness" means, with respect to any Person, without duplication,
(a) all obligations of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes or similar instruments, or
upon which interest payments are customarily made, (c) all obligations of such
Person under conditional sale or other title retention agreements relating to
Property purchased by such Person (other than customary reservations or
retentions of title under agreements with suppliers entered into in the ordinary
course of business), (d) all obligations of such Person issued or assumed as the
deferred purchase price of Property or services purchased by such Person (other
than trade debt incurred in the ordinary course of business and due within six
months of the incurrence thereof) which would appear as liabilities on a balance
sheet of such Person prepared in accordance with GAAP, (e) all obligations of
such Person under take-or-pay or similar arrangements or under commodities
agreements, excluding obligations under deferred revenue arrangements between
the Loan Parties and their raw material suppliers entered into in the ordinary
course and in accordance with past practice, (f) the Attributable Indebtedness
of such Person with respect to Capital Leases and Synthetic Lease Obligations,
(g) all net obligations of such Person under Swap Contracts, (h) all direct and
contingent reimbursement obligations in respect of letters of credit (other than
trade letters of credit) and bankers' acceptances, including, without
duplication, all unreimbursed drafts drawn thereunder (less the amount of any
cash collateral securing any such letters of credit or and bankers'
acceptances), (i) the principal component or liquidation preference of all
preferred Capital Stock issued by a Loan Party and which by the terms thereof
could at any time prior to the Maturity Date be (at the request of the holders
thereof or otherwise) subject to mandatory sinking fund payments, mandatory
redemption or other acceleration, (j) the aggregate amount of uncollected
accounts receivable of such Person subject at such time to a sale or
securitization of receivables (or similar transaction) (whether or not such
transaction would be reflected on the balance sheet of such Person in accordance
with GAAP), (k) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on, or payable out of the proceeds of production from,



                                       13
<PAGE>


Property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed, (l) all Guarantees of such Person with
respect to Indebtedness of another Person and (m) the Indebtedness of any
partnership or unincorporated joint venture in which such Person is a general
partner or a joint venturer to the extent such Indebtedness is recourse to such
Person. The amount of (a) any obligation included in any calculation of
Indebtedness shall include only the principal amount thereof, and (b) any net
obligation under any Swap Contract on any date shall be deemed to be the Swap
Termination Value thereof as of such date.

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Indemnitees" has the meaning specified in Section 11.04(b).

         "Information" has the meaning specified in Section 11.07.

         "Intellectual Property" has the meaning specified in Section 6.17.

         "Intercompany Debt" shall have the meaning assigned such term in
Section 11.18.

         "Intercreditor Agreement" means that certain Intercreditor Agreement,
dated as of July 3, 2003, among Bank of America, N.A., as senior agent, The Bank
of New York, as trustee and collateral agent under the Second Lien Indenture,
and the Borrower.

         "Interest Payment Date" means, (a) as to any Loan other than a Base
Rate Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurodollar
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan, the second Business Day of each
April, July, October and January (for interest accruing through the last day of
the most recently ended calendar quarter) and the Maturity Date.

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

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

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

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



                                       14
<PAGE>


          "Investment" means, with respect to any Person, (a) any Acquisition,
(b) any other acquisition of Capital Stock, bonds, notes, debentures,
partnership, joint ventures or other ownership interests or other securities of
another Person, (c) any deposit with, or advance, loan or other extension of
credit to, another Person (other than deposits made in connection with the
purchase of equipment inventory and supplies in the ordinary course of business)
or (d) any other capital contribution to or investment in another Person,
including, without limitation, any Guarantee (including any support for a letter
of credit issued on behalf of such other Person) incurred for the benefit of
such other Person and any Disposition to such other Person for consideration
less than the fair market value of the Property disposed in such transaction,
but excluding any Restricted Payment to such other Person. Investments which are
capital contributions or purchases of Capital Stock which have a right to
participate in the profits of the issuer thereof shall be valued at the amount
(or, in the case of any Investment made with Property other than cash, the book
value of such Property) actually contributed or paid (including cash and
non-cash consideration and any assumption of Indebtedness) to purchase such
Capital Stock as of the date of such contribution or payment. Investments which
are loans, advances, extensions of credit or Guarantees shall be valued at the
principal amount of such loan, advance or extension of credit outstanding as of
the date of determination or, as applicable, the principal amount of the loan or
advance outstanding as of the date of determination actually guaranteed by such
Guarantees.

         "Involuntary Disposition" means any loss of, damage to or destruction
of, or any condemnation or other taking for public use of, any Property of any
Loan Party.

         "IRS" means the United States Internal Revenue Service.

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

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

         "Joinder Agreement" means a Joinder Agreement substantially in the form
of Exhibit D hereto, executed and delivered by a new Guarantor in accordance
with the provisions of Section 7.12.

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



                                       15
<PAGE>


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

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

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

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

         "L/C Obligations" means, as at any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For the
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.06. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be "outstanding" in the amount so
remaining available to be drawn.

         "Lenders" means a collective reference to the Persons identified as
"Lenders" on the signature pages hereto, together with any Person that
subsequently becomes a Lender by way of assignment in accordance with the terms
of Section 11.06, together with their respective successors , other than any
Person that ceases to be a Lender as a result of an assignment in accordance
with the terms of Section 11.06 or Section 11.13, and "Lender" means any one of
them.

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

         "Letter of Credit" means any standby letter of credit issued hereunder
and shall include the Existing Letters of Credit.

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

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

         "Letter of Credit Expiration Date" means the day that is 7 days prior
to the Maturity Date then in effect (or, if such day is not a Business Day, the
next preceding Business Day).

         "Letter of Credit Sublimit" means an amount equal to $40,000,000. The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Revolving Commitments.



                                       16
<PAGE>


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

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

         "Loan Documents" means this Agreement, each Note, each Letter of
Credit, each Issuer Document, each Joinder Agreement, the Collateral Documents
and the Fee Letter.

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

         "Loan Parties" means, collectively, the Borrower and each Guarantor,
and "Loan Party" means any one of them.

         "Loan Party Materials" has the meaning specified in Section 7.02.

         "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities
(actual or contingent) or condition (financial or otherwise) of the Borrower or
the Parent and its Subsidiaries taken as a whole; (b) a material impairment of
the ability of any Loan Party to perform its material obligations under any Loan
Document to which it is a party; (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against any Loan Party of
any Loan Document to which it is a party; or (d) a material adverse effect on
the Collateral (or the value thereof).

         "Maturity Date" means December 15, 2009.

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

         "Mortgage Instruments" shall have the meaning assigned such term in
Section 5.01(d).

         "Mortgage Policies" shall have the meaning assigned such term in
Section 5.01(d).

         "Mortgaged Properties" shall have the meaning assigned such term in
Section 5.01(d).

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



                                       17
<PAGE>


         "Net Cash Proceeds" means the aggregate cash or Cash Equivalents
proceeds received by any Loan Party in respect of any Disposition, Equity
Issuance, Debt Issuance or Involuntary Disposition, net of (a) direct costs
incurred in connection therewith (including, without limitation, legal,
accounting and investment banking fees, and sales commissions), (b) Taxes paid
or payable as a result thereof and (c) in the case of any Disposition, the
amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking
senior to any Lien of the Administrative Agent) on the related Property; it
being understood that "Net Cash Proceeds" shall include, without limitation, any
cash or Cash Equivalents received upon the sale or other disposition of any
non-cash consideration received by any such Loan Party in any Disposition,
Equity Issuance, Debt Issuance or Involuntary Disposition.

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

         "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under (a) any Loan
Document or otherwise with respect to any Loan or Letter of Credit, (b) any Swap
Contract of any Loan Party that (i) is in effect on the Closing Date with a
counterparty that is a Lender or an Affiliate of a Lender as of the Closing Date
or (ii) is entered into after the Closing Date with a counterparty that is a
Lender or an Affiliate of a Lender at the time such Swap Contract is entered
into, and (c) all obligations under any Treasury Management Agreement between
any Loan Party and the Administrative Agent or any Lender or Affiliate of a
Lender, in each case whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or
hereafter arising and including interest, expenses, costs and fees that accrue
after the commencement by or against any Loan Party or any Affiliate thereof of
any proceeding under any Debtor Relief Laws naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed claims
in such proceeding.

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

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

         "Other Taxes" means all present or future stamp or documentary Taxes or
any other excise or Property Taxes, charges or similar levies arising from any
payment made hereunder or



                                       18
<PAGE>


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

         "Outstanding Amount" means (a) with respect to Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of Revolving Loans, as the case may be,
occurring on such date; and (b) with respect to any L/C Obligations on any date,
the amount of such L/C Obligations on such date after giving effect to any L/C
Credit Extension occurring on such date and any other changes in the aggregate
amount of the L/C Obligations as of such date, including as a result of any
reimbursements by the Borrower of Unreimbursed Amounts.

         "Parent" means ACG Holdings, Inc., a Delaware corporation.

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

         "PBA" means the Pensions Benefit Act of Ontario and all regulations
thereunder and any successor legislation.

         "PBGC" means the United States Pension Benefit Guaranty Corporation.

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

         "Permitted Investments" means, at any time, Investments by the Loan
Parties permitted to exist at such time pursuant to the terms of Section 8.02.

         "Permitted Liens" means, at any time, Liens in respect of Property of
the Loan Parties permitted to exist at such time pursuant to the terms of
Section 8.01.

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

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

         "Platform" has the meaning specified in Section 7.02.

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



                                       19
<PAGE>


         "Real Properties" means, at any time, a collective reference to each of
the facilities and real Properties owned, leased or operated by the Loan Parties
at such time.

         "Register" has the meaning specified in Section 11.07(c).

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

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.

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

         "Required Financial Information" means, with respect to each fiscal
year or quarter of the Borrower, (a) the financial statements required to be
delivered pursuant to Section 7.01(a) or (b) for such fiscal year or quarter,
and (b) the certificate of the chief executive officer or the chief financial
officer of the Borrower required by Section 7.02(b) to be delivered with the
financial statements described in clause (a) above.

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

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

         "Restricted Payment" means, with respect to any Person, (a) any
dividend or other payment or distribution, direct or indirect, on account of any
shares of any class of Capital Stock of such Person, now or hereafter
outstanding (including without limitation any payment in connection with any
dissolution, merger, consolidation or disposition involving any Loan Party), or
to the holders, in their capacity as such, of any shares of any class of Capital
Stock of such Person, now or hereafter outstanding, (b) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for
value, direct or indirect, of any shares of any class of Capital Stock of such
Person, now or hereafter outstanding, and (c) any payment made to retire, or to
obtain the surrender of, any



                                       20
<PAGE>


outstanding warrants, options or other rights to acquire shares of any class of
Capital Stock of such Person, now or hereafter outstanding.

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

         "Revolving Loan" has the meaning specified in Section 2.01(a).

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

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

         "Sale and Leaseback Transaction" means any arrangement pursuant to
which any Loan Party, directly or indirectly, becomes liable as lessee,
guarantor or other surety with respect to any lease, whether an Operating Lease
or a Capital Lease, of any Property (a) which such Loan Party has sold or
transferred (or is to sell or transfer) to a Person which is not a Loan Party or
(b) which such Loan Party intends to use for substantially the same purpose as
any other Property which has been sold or transferred (or is to be sold or
transferred) by such Loan Party to another Person which is not a Loan Party in
connection with such lease.

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

         "Second Lien Indenture" means that certain Indenture, dated as of July
3, 2003, among the Borrower, the Parent and The Bank of New York, as trustee.

         "Second Lien Notes" means the Borrower's 10% Senior Second Secured
Notes due 2010 issued pursuant to the Second Lien Indenture.

         "Securities Laws" means the Securities Act of 1933, the Securities
Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the applicable
accounting and auditing principles, rules, standards and practices promulgated,
approved or incorporated by the SEC or the Public Company Accounting Oversight
Board, as each of the foregoing may be amended and in effect on any applicable
date hereunder.

         "Security Agreement" means the Amended and Restated Security and Pledge
Agreement, dated as of the Closing Date, among the Loan Parties and the
Administrative Agent.

         "Solvent" or "Solvency" means, with respect to any Person as of a
particular date, that on such date (a) such Person is able to pay its debts and
other liabilities, contingent obligations and other commitments as they mature
in the ordinary course of business, (b) such Person does not



                                       21
<PAGE>


intend to, and does not believe that it will, incur debts or liabilities beyond
such Person's ability to pay as such debts and liabilities mature in their
ordinary course, (c) such Person is not engaged in a business or a transaction,
and is not about to engage in a business or a transaction, for which such
Person's Property would constitute unreasonably small capital after giving due
consideration to the prevailing practice in the industry in which such Person is
engaged or is to engage, (d) the fair value of the Property of such Person is
greater than the total amount of liabilities, including, without limitation,
contingent liabilities, of such Person and (e) the present fair salable value of
the assets of such Person is not less than the amount that will be required to
pay the probable liability of such Person on its debts as they become absolute
and matured. In computing the amount of contingent liabilities at any time, it
is intended that such liabilities will be computed at the amount which, in light
of all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability.

         "Sponsor" means (a) for purposes of clause (d) of the definition of
"Change of Control", collectively, Metalmark Capital LLC (and its Affiliates
that are not portfolio Investments), The Morgan Stanley Leveraged Equity Fund
II, L.P., a Delaware limited partnership, Morgan Stanley Capital Partners III,
L.P., a Delaware limited partnership, Morgan Stanley Capital Investors, L.P., a
Delaware limited partnership, and MSCP III 892 Investors, L.P., a Delaware
limited partnership, and (b) for all other purposes, the Persons identified in
the preceding clause (a) and the other investors, including the officers and
directors of the Borrower or the Parent, who beneficially own voting stock of
the Parent on the Closing Date or, upon the death of any such individual
investor, such individual investor's executors, administrators, testamentary
trustees, heirs, legatees or beneficiaries.

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

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



                                       22
<PAGE>


any related schedules, a "Master Agreement"), including any such obligations or
liabilities under any Master Agreement.

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

         "Sylacauga IRB Arrangements" means the agreements entered into pursuant
to that certain Mortgage and Indenture of Trust and Lease Agreement dated
September 1, 1985 among the Industrial Development Board of the City of
Sylacauga, Alabama, The Bank of New York, as trustee, and the Borrower.

         "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of Property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

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

         "Tax Sharing Agreement" means that certain Amended and Restated Tax
Allocation Agreement dated as of August 15, 1995, by and between the Parent and
the Borrower.

         "Term Loan" has the meaning specified in Section 2.01(b).

         "Term Loan Commitment" means, as to each Lender, its obligation to make
its portion of the Term Loan to the Borrower pursuant to Section 2.01(b), in the
principal amount set forth opposite such Lender's name on Schedule 2.01.

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

         "Threshold Amount" means $5,000,000.

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

         "Treasury Management Agreement" means any agreement governing the
provision of treasury or cash management services, including deposit accounts,
funds transfer, automated



                                       23
<PAGE>


clearinghouse, zero balance accounts, returned check concentration, controlled
disbursement, lockbox, account reconciliation and reporting and trade finance
services.

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

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

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

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

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

         1.02 OTHER INTERPRETIVE PROVISIONS.

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

         (a) The definitions of terms herein shall apply equally to the singular
and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms.
The words "include," "includes" and "including" shall be deemed to be followed
by the phrase "without limitation." The word "will" shall be construed to have
the same meaning and effect as the word "shall." Unless the context requires
otherwise, (i) any definition of or reference to any agreement, instrument or
other document (including any Organization Document) shall be construed as
referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to include
such Person's successors and assigns, (iii) the words "herein," "hereof" and
"hereunder," and words of similar import when used in any Loan Document, shall
be construed to refer to such Loan Document in its entirety and not to any
particular provision thereof, (iv) all references in a Loan Document to
Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, the Loan Document in
which such references appear, and (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or
interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time.



                                       24
<PAGE>


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

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

         1.03 ACCOUNTING TERMS.

         (a) Generally. All accounting terms not specifically or completely
defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be
submitted pursuant to this Agreement shall be prepared in conformity with, GAAP
applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Audited Financial Statements;
provided, however, that calculations of Attributable Indebtedness under any
Synthetic Lease Obligations or the implied interest component of any Synthetic
Lease Obligations shall be made by the Borrower in accordance with accepted
financial practice and consistent with the terms of such Synthetic Lease
Obligations. For purposes of this Agreement, when used in reference to financial
statements of the Parent and its Subsidiaries, the term "consolidating" shall
mean that such financial statements set forth (i) the consolidating financial
condition and results of operations of the Parent and its active Subsidiaries
included in the consolidated group and (ii) on an unaudited basis only, the
consolidating financial condition and results of operations of the print and
premedia services segments of the Businesses.

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

         (c) Consolidation of Variable Interest Entities. All references herein
to consolidated financial statements of the Loan Parties or to the determination
of any amount for the Loan Parties on a consolidated basis or any similar
reference shall, in each case, be deemed to include each variable interest
entity that the Borrower is required to consolidate pursuant to FASB
Interpretation No. 46 - Consolidation of Variable Interest Entities: an
interpretation of ARB No. 51 (January 2003), as if such variable interest entity
were a Subsidiary as defined herein.



                                       25
<PAGE>


         1.04 ROUNDING.

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

         1.05 TIMES OF DAY.

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

         1.06 LETTER OF CREDIT AMOUNTS.

         Unless otherwise specified herein, the amount of a Letter of Credit at
any time shall be deemed to be the stated amount of such Letter of Credit in
effect at such time; provided, however, that with respect to any Letter of
Credit that, by its terms or the terms of any Issuer Document related thereto,
provides for one or more automatic increases in the stated amount thereof, the
amount of such Letter of Credit shall be deemed to be the maximum stated amount
of such Letter of Credit after giving effect to all such increases, whether or
not such maximum stated amount is in effect at such time.


                                   ARTICLE II
                      THE COMMITMENTS AND CREDIT EXTENSIONS

         2.01 LOANS.

         (a) Revolving Loans. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Revolving
Loan") to the Borrower from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender's Revolving Commitment; provided, however,
that after giving effect to any Borrowing of Revolving Loans, (i) the Total
Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and
(ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus
such Lender's Applicable Percentage of the Outstanding Amount of all L/C
Obligations shall not exceed such Lender's Revolving Commitment. Within the
limits of each Lender's Revolving Commitment, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay
under Section 2.04(a), and reborrow under this Section 2.01(a). Revolving Loans
may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

         (b) Term Loan. Subject to the terms and conditions set forth herein,
each Lender severally agrees to make its portion of a term loan (the "Term
Loan") to the Borrower on the Closing Date in an amount not to exceed such
Lender's Term Loan Commitment. Amounts



                                       26
<PAGE>


repaid on the Term Loan may not be reborrowed. The Term Loan may consist of Base
Rate Loans or Eurodollar Rate Loans, as further provided herein.

         2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

         (a) Each Borrowing, each conversion of Loans from one Type to the
other, and each continuation of Eurodollar Rate Loans shall be made upon the
irrevocable notice from the Borrower to the Administrative Agent, which may be
given by telephone (provided that such telephonic notice complies with the
information requirements of the form of Loan Notice attached hereto). Each such
notice must be received by the Administrative Agent not later than 12:00 noon
(i) three Business Days prior to the requested date of any Borrowing of,
conversion to or continuation of Eurodollar Rate Loans, and (ii) on the
requested date of any Borrowing of Base Rate Loans. Each telephonic notice by
the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower. Each Borrowing
of, conversion to or continuation of Eurodollar Rate Loans shall be in a
principal amount of (1) with respect to Term Loans, $5,000,000 or a whole
multiple of $1,000,000 in excess thereof and (2) with respect to Revolving
Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof. Each
Borrowing of or conversion to Base Rate Loans shall be in a principal amount of
(1) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in
excess thereof and (2) with respect to Revolving Loans, except as provided in
Section 2.03(c), $150,000 or a whole multiple of $50,000 in excess thereof. Each
Loan Notice (whether telephonic or written) shall specify (i) whether the
Borrower is requesting a Borrowing, a conversion of Loans from one Type to the
other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of
the Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Loans to be borrowed, converted or
continued, (iv) the Type of Loans to be borrowed or to which existing Loans are
to be converted, and (v) if applicable, the duration of the Interest Period with
respect thereto. If the Borrower fails to specify a Type of Loan in a Loan
Notice or if the Borrower fails to give a timely notice requesting a conversion
or continuation, then the applicable Loans shall be made as, or converted to,
Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be
effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing
of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan
Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month.

         (b) Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of the amount of its Applicable Percentage of the
applicable Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify each Lender of
the details of any automatic conversion to Base Rate Loans described in the
preceding subsection. In the case of a Borrowing, each Lender shall make the
amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent's Office not later than 1:00 p.m. on
the Business Day specified in the applicable Loan Notice. Upon satisfaction of
the applicable conditions set forth in Section 5.02 (and, if such Borrowing is
the initial Credit Extension, Section 5.01), the Administrative Agent shall make
all funds so received available to the Borrower in like funds as received by the



                                       27
<PAGE>


Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date a Loan Notice with respect to a Borrowing
consisting of Revolving Loans is given by the Borrower, there are L/C Borrowings
outstanding, then the proceeds of such Borrowing first shall be applied to the
payment in full of any such L/C Borrowings, and second, shall be made available
to the Borrower as provided above.

         (c) Subject to Section 3.05, a Eurodollar Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurodollar Rate
Loan. During the existence of a Default, no Loans may be requested as, converted
to or continued as Eurodollar Rate Loans without the consent of the Required
Lenders.

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

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

         2.03     LETTERS OF CREDIT.

         (a) The Letter of Credit Commitment.

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



                                       28
<PAGE>


         hereof, the Borrower's ability to obtain Letters of Credit shall be
         fully revolving, and accordingly the Borrower may, during the foregoing
         period, obtain Letters of Credit to replace Letters of Credit that have
         expired or that have been drawn upon and reimbursed. On the Closing
         Date, all Existing Letters of Credit shall be deemed to have been
         issued pursuant hereto, and the Person that has issued such Letter of
         Credit shall be deemed to have granted to each Lender, and each Lender
         shall be deemed to have purchased from such Person, a participation in
         such Letter of Credit in accordance with paragraph (b)(ii) below. On
         and after the Closing Date, each Existing Letter of Credit shall
         constitute a Letter of Credit for the purposes hereof and shall be
         subject to and governed by the terms and conditions of this Agreement.

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

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

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

                  (iii) The L/C Issuer shall not be under any obligation to
         issue any Letter of Credit if:

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

                           (B) the issuance of such Letter of Credit would
                  violate one or more policies of the L/C Issuer of general
                  application to all account parties; or

                           (C) such Letter of Credit is to be denominated in a
                  currency other than Dollars;

                           (D) such Letter of Credit contains any provision for
                  automatic reinstatement of the stated amount after any drawing
                  thereunder; or



                                       29
<PAGE>


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

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

                  (v) The L/C Issuer shall be under no obligation to amend any
         Letter of Credit if (A) the L/C Issuer would have no obligation at such
         time to issue such Letter of Credit in its amended form under the terms
         hereof, or (B) the beneficiary of such Letter of Credit does not accept
         the proposed amendment to such Letter of Credit.

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

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

                  (i) Each Letter of Credit shall be issued or amended, as the
         case may be, upon the request of the Borrower delivered to the L/C
         Issuer (with a copy to the Administrative Agent) in the form of a
         Letter of Credit Application, appropriately completed and signed by a
         Responsible Officer of the Borrower. Such Letter of Credit Application
         must be received by the L/C Issuer and the Administrative Agent not
         later than 11:00 a.m. at least two Business Days (or such later date
         and time as the Administrative Agent and the L/C Issuer may agree in a
         particular instance in its sole discretion) prior to the proposed
         issuance date or date of amendment, as the case may be. In the case of
         a request for an initial issuance of a Letter of Credit, such Letter of
         Credit Application shall specify in form and detail satisfactory to the
         L/C Issuer: (A) the proposed issuance date of the requested Letter of
         Credit (which shall be a Business Day); (B) the amount thereof; (C) the
         expiry date thereof; (D) the name and address of the beneficiary
         thereof; (E) the documents to be presented by such beneficiary in case
         of any drawing thereunder; (F) the full text of any certificate to be
         presented by such beneficiary in case of any drawing thereunder; and
         (G) such other matters as the L/C Issuer may require. In the case of a
         request for an amendment of any outstanding Letter of Credit, such
         Letter of Credit Application shall specify in form and detail
         satisfactory to the L/C Issuer (1) the Letter of Credit to be amended;
         (2) the proposed date of amendment thereof (which shall be a Business
         Day); (3) the nature of the proposed amendment; and (4) such other
         matters as the L/C Issuer may require. Additionally, the Borrower shall
         furnish to the L/C Issuer and



                                       30
<PAGE>


         the Administrative Agent such other documents and information
         pertaining to such requested Letter of Credit issuance or amendment,
         including any Issuer Documents, as the L/C Issuer or the Administrative
         Agent may require.

                  (ii) Promptly after receipt of any Letter of Credit
         Application, the L/C Issuer will confirm with the Administrative Agent
         (by telephone or in writing) that the Administrative Agent has received
         a copy of such Letter of Credit Application from the Borrower and, if
         not, the L/C Issuer will provide the Administrative Agent with a copy
         thereof. Unless the L/C Issuer has received written notice from any
         Lender, the Administrative Agent or any Loan Party, at least one
         Business Day prior to the requested date of issuance or amendment of
         the applicable Letter of Credit , that one or more of the applicable
         conditions contained in Article V shall not then be satisfied, the L/C
         Issuer shall, on the requested date, issue a Letter of Credit for the
         account of the Borrower (or the applicable Subsidiary) or enter into
         the applicable amendment, as the case may be, in each case in
         accordance with the L/C Issuer's usual and customary business
         practices. Immediately upon the issuance of each Letter of Credit, each
         Lender shall be deemed to, and hereby irrevocably and unconditionally
         agrees to, purchase from the L/C Issuer a risk participation in such
         Letter of Credit in an amount equal to the product of such Lender's
         Applicable Percentage times the amount of such Letter of Credit.

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

                  (iv) Promptly after its delivery of any Letter of Credit or
         any amendment to a Letter of Credit to an advising bank with respect
         thereto or to the beneficiary thereof, the



                                       31
<PAGE>


         L/C Issuer will also deliver to the Borrower and the Administrative
         Agent a true and complete copy of such Letter of Credit or amendment.

         (c) Drawings and Reimbursements; Funding of Participations.

                  (i) Upon receipt from the beneficiary of any Letter of Credit
         of any notice of a drawing under such Letter of Credit, the L/C Issuer
         shall notify the Borrower and the Administrative Agent thereof and of
         the date that the L/C Issuer is to make payment under such Letter of
         Credit (such payment date, the "Honor Date"). Not later than 11:00 a.m.
         on the Honor Date, the Borrower shall reimburse the L/C Issuer through
         the Administrative Agent in an amount equal to the amount of such
         drawing. If the Borrower fails to so reimburse the L/C Issuer by such
         time, the Administrative Agent shall promptly notify each Lender of the
         Honor Date, the amount of the unreimbursed drawing (the "Unreimbursed
         Amount"), and the amount of such Lender's Applicable Percentage
         thereof. In such event, the Borrower shall be deemed to have requested
         a Borrowing of Base Rate Revolving Loans to be disbursed on the Honor
         Date in an amount equal to the Unreimbursed Amount, without regard to
         the minimum and multiples specified in Section 2.02 for the principal
         amount of Base Rate Loans, but subject to the amount of the unutilized
         portion of the Aggregate Revolving Commitments and the conditions set
         forth in Section 5.02 (other than the delivery of a Loan Notice). Any
         notice given by the L/C Issuer or the Administrative Agent pursuant to
         this Section 2.03(c)(i) may be given by telephone if immediately
         confirmed in writing; provided that the lack of such an immediate
         confirmation shall not affect the conclusiveness or binding effect of
         such notice.

                  (ii) Each Lender (including the Lender acting as L/C Issuer)
         shall upon any notice pursuant to Section 2.03(c)(i) make funds
         available to the Administrative Agent for the account of the L/C Issuer
         at the Administrative Agent's Office in an amount equal to its
         Applicable Percentage of the Unreimbursed Amount not later than 1:00
         p.m. on the Business Day specified in such notice by the Administrative
         Agent, whereupon, subject to the provisions of Section 2.03(c)(iii),
         each Lender that so makes funds available shall be deemed to have made
         a Base Rate Revolving Loan to the Borrower in such amount. The
         Administrative Agent shall remit the funds so received to the L/C
         Issuer.

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



                                       32
<PAGE>


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

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

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

         (d) Repayment of Participations.

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

                  (ii) If any payment received by the Administrative Agent for
         the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
         required to be returned under any of the



                                       33
<PAGE>


         circumstances described in Section 11.05 (including pursuant to any
         settlement entered into by the L/C Issuer in its discretion), each
         Lender shall pay to the Administrative Agent for the account of the L/C
         Issuer its Applicable Percentage thereof on demand of the
         Administrative Agent, plus interest thereon from the date of such
         demand to the date such amount is returned by such Lender, at a rate
         per annum equal to the Federal Funds Rate from time to time in effect.
         The obligations of the Lenders under this clause shall survive the
         payment in full of the Obligations and the termination of this
         Agreement.

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

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

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

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

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

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

         provided that nothing in this Section 2.03(e) shall be deemed a waiver
of (A) any rights of the Borrower to the extent such waiver is not permitted
under applicable Law or (B) the provisos to the third and fourth sentences in
Section 2.03(f).



                                       34
<PAGE>


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

         (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
any Agent-Related Person nor any of the respective correspondents, participants
or assignees of the L/C Issuer shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of
the Lenders or the Required Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Issuer Document. The Borrower
hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrower's
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of the L/C Issuer, any
Agent-Related Person nor any of the respective correspondents, participants or
assignees of the L/C Issuer shall be liable or responsible for any of the
matters described in clauses (i) through (v) of Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding, the
Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to the Borrower, to the extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered by the Borrower which
the Borrower proves were caused by the L/C Issuer's willful misconduct or gross
negligence or the L/C Issuer's willful failure to pay under any Letter of Credit
after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

         (g) Cash Collateral. Upon the request of the Administrative Agent, (i)
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any L/C Obligations for any reason
remains outstanding, the Borrower shall, in each case, immediately Cash
Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05
and 9.02(c) set forth certain additional requirements to deliver Cash Collateral
hereunder. For purposes of this Section 2.03, Section 2.05 and Section 9.02(c),
"Cash Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances



                                       35
<PAGE>


pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented to
by the Lenders). Derivatives of such term have corresponding meanings. The
Borrower hereby grants to the Administrative Agent, for the benefit of the L/C
Issuer and the Lenders, a security interest in all such cash, deposit accounts
and all balances therein and all proceeds of the foregoing. Cash Collateral
shall be maintained in blocked accounts at Bank of America (which, unless an
Event of Default exists, may be invested in Cash Equivalents).

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

         (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender, in accordance with its Applicable
Percentage of the Aggregate Revolving Commitments, a Letter of Credit Fee (the
"Letter of Credit Fee") accruing at the Applicable Rate times the daily amount
available to be drawn under such Letter of Credit. For the purposes of computing
the daily amount available to be drawn under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with Section 1.06.
Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and
(ii) due and payable on the second Business Day of each April, July, October and
January (for Letter of Credit Fees accruing through the last day of the most
recently ended calendar quarter) , commencing with the first such date to occur
after the issuance of such Letter of Credit, on the Letter of Credit Expiration
Date and thereafter on demand. Notwithstanding anything to the contrary
contained herein, while any Event of Default exists, all Letter of Credit Fees
shall accrue at the Default Rate.

         (j) Fronting Fee and Processing Charges Payable to L/C Issuer. The
Borrower shall pay directly to the L/C Issuer, for its own account, a fronting
fee for each Letter of Credit in the amounts and at the times specified in the
Fee Letter. In addition, the Borrower shall pay directly to the L/C Issuer for
its own account the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect. Such customary
fees and standard costs and charges are due and payable on demand and are
nonrefundable.

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

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



                                       36
<PAGE>


         2.04 PREPAYMENTS.

         (a) Voluntary Prepayments of Loans. The Borrower may, upon notice to
the Administrative Agent, at any time (i) subject to subsection (c) below,
voluntarily prepay Base Rate Loans in whole or in part without premium or
penalty, and (ii) subject to subsection (c) below and Section 3.05, voluntarily
prepay Eurodollar Rate Loans in whole or in part on the last day of the
applicable Interest Period without premium or penalty; provided that (i) such
notice must be received by the Administrative Agent not later than 12:00 noon
(A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans
and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of
Term Loans (whether Eurodollar Rate Loans or Base Rate Loans) shall be in a
principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess
thereof (or, if less, the entire principal amount thereof then outstanding); and
(iii) any prepayment of Revolving Loans shall be in a principal amount of (A)
$1,000,000 or a whole multiple of $500,000 in excess thereof with respect to
Eurodollar Rate Loans and (B) $150,000 or a whole multiple of $50,000 in excess
thereof with respect to Base Rate Loans (or in each case, if less, the entire
principal amount thereof then outstanding). Each such notice shall specify the
date and amount of such prepayment and the Type(s) of Loans to be prepaid. The
Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of the amount of such Lender's Applicable Percentage of such
prepayment. If such notice is given by the Borrower, the Borrower shall make
such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan
shall be accompanied by all accrued interest on the amount prepaid, together
with any additional amounts required pursuant to Section 3.05. Each such
prepayment shall be applied to the Loans of the Lenders in accordance with their
respective Applicable Percentages.

         (b) Mandatory Prepayments.

                  (i) Aggregate Revolving Commitments. If for any reason the
         Total Revolving Outstandings at any time exceed the Aggregate Revolving
         Commitments then in effect, the Borrower shall immediately prepay
         Revolving Loans and/or Cash Collateralize the L/C Obligations in an
         aggregate amount equal to such excess; provided, however, that the
         Borrower shall not be required to Cash Collateralize the L/C
         Obligations pursuant to this Section 2.04(b)(i) unless, after the
         prepayment in full of the Revolving Loans, the Total Revolving
         Outstandings exceed the Letter of Credit Sublimit.

                  (ii) Consolidated Excess Cash Flow. Within 100 days after the
         end of each fiscal year (commencing with the fiscal year ending March
         31, 2006), the Borrower shall prepay the Loans in an amount equal to
         the sum of (A) 50% of Consolidated Excess Cash Flow for such prior
         fiscal year minus (B) the amount of any voluntary prepayments made
         during such fiscal year of the Term Loan or (to the extent accompanied
         by a reduction in the Aggregate Revolving Commitments) the Revolving
         Loans (such prepayment to be applied as set forth in clause (vi)
         below).

                  (iii) (A) Dispositions. Immediately upon the occurrence of any
         Disposition (other than an Excluded Disposition) that, when aggregated
         with all other Dispositions



                                       37
<PAGE>


         (other than Excluded Dispositions) occurring during the same fiscal
         year, generates Net Cash Proceeds in excess of $1,000,000, the Borrower
         shall prepay the Loans in an aggregate amount equal to 100% of such
         excess (such prepayment to be applied as set forth in clause (vi)
         below); provided that no more than $4,000,000 of Net Cash Proceeds from
         Dispositions (other than Excluded Dispositions) shall be exempt from
         the prepayments required by this clause (iii)(A) during the term of
         this Agreement.

                  (B) Involuntary Dispositions. Immediately upon the failure of
         the Loan Parties to apply the full amount equal to the Net Cash
         Proceeds of any Involuntary Disposition in the manner required by
         Section 7.07(b), the Borrower shall prepay the Loans in an aggregate
         amount equal to 100% of such Net Cash Proceeds that were not so applied
         (such prepayment to be applied as set forth in clause (vi) below);

                  (iv) Debt Issuances. Immediately upon the occurrence of a Debt
         Issuance Prepayment Event, the Borrower shall prepay the Loans in an
         aggregate amount equal to 100% of the Net Cash Proceeds of the related
         Debt Issuance (such prepayment to be applied as set forth in clause
         (vi) below).

                  (v) Equity Issuances. Immediately upon the occurrence of an
         Equity Issuance (other than any Equity Issuance to the Sponsor or to
         any employee of a Loan Party), the Borrower shall prepay the Loans in
         an aggregate amount equal to 50% of the Net Cash Proceeds of such
         Equity Issuance (such prepayment to be applied as set forth in clause
         (vi) below).

                  (vi) Application of Mandatory Prepayments. All amounts
         required to be paid pursuant to this Section 2.04(b) shall be applied
         as follows:

                           (A) with respect to all amounts prepaid pursuant to
                  Section 2.04(b)(i), to Revolving Loans and (after all
                  Revolving Loans have been repaid) to Cash Collateralize L/C
                  Obligations (without a corresponding reduction to the
                  Aggregate Revolving Commitments);

                           (B) with respect to all amounts prepaid pursuant to
                  Section 2.04(b)(ii), first to prepay the Term Loan and second
                  to prepay Revolving Loans and/or Cash Collateralize the L/C
                  Obligations in an aggregate amount equal to such excess
                  (without a corresponding reduction to the Aggregate Revolving
                  Commitments); and

                           (C) with respect to all amounts prepaid pursuant to
                  Section 2.04(b)(iii), (iv) or (v), first to prepay the Term
                  Loan and second to reduce the Aggregate Revolving Commitments
                  (and, to the extent outstanding, to prepay the Revolving Loans
                  and (after all Revolving Loans have been repaid) to Cash
                  Collateralize L/C Obligations by a corresponding amount), it
                  being understood that the Borrower shall be entitled to retain
                  the portion of any prepayment amount applied to reduce the
                  Aggregate Revolving Commitments to the extent that Revolving
                  Loans and/or L/C Obligations are not outstanding in an
                  aggregate amount at least equal to such reduction.



                                       38
<PAGE>


         Within the parameters of the applications set forth above, prepayments
         shall be applied first to Base Rate Loans and then to Eurodollar Rate
         Loans in direct order of Interest Period maturities. All prepayments
         under this Section 2.04(b) shall be subject to Section 3.05, but
         otherwise without premium or penalty, and shall be accompanied by
         interest on the principal amount prepaid through the date of
         prepayment.

                  (vii) Prepayment Account. If the Borrower is required to make
         a mandatory prepayment of Eurodollar Rate Loans under this Section
         2.04(b), the Borrower shall have the right, in lieu of making such
         prepayment in full, to deposit an amount equal to such mandatory
         prepayment with the Administrative Agent in a cash collateral account
         maintained (pursuant to documentation reasonably satisfactory to the
         Administrative Agent) by and in the sole dominion and control of the
         Administrative Agent. Any amounts so deposited shall be held by the
         Administrative Agent as collateral for the prepayment of such
         Eurodollar Rate Loans and shall be applied to the prepayment of the
         applicable Eurodollar Rate Loans at the end of the current Interest
         Periods applicable thereto. At the request of the Borrower, amounts so
         deposited shall be invested by the Administrative Agent in Cash
         Equivalents maturing prior to the date or dates on which it is
         anticipated that such amounts will be applied to prepay such Eurodollar
         Rate Loans; any interest earned on such Cash Equivalents will be for
         the account of the Borrower and the Borrower will deposit with the
         Administrative Agent the amount of any loss on any such Cash
         Equivalents to the extent necessary in order that the amount of the
         prepayment to be made with the deposited amounts may not be reduced.
         Solely for purposes of calculating any prepayment compensation payable
         pursuant to Section 2.04(c) and any commitment reduction compensation
         payable pursuant to Section 2.05(c), any such prepayment and any such
         commitment reduction shall be deemed to have been made on the date such
         cash collateral is deposited with the Administrative Agent pursuant to
         this Section 2.04(b)(vii).

         (c) Prepayment Compensation. As a result of the impracticability and
difficulty of ascertaining and quantifying actual damages to the Lenders caused
by early prepayments of the Term Loan and by mutual agreement of the
Administrative Agent, the Lenders and the Loan Parties as to a reasonable
approximation of the damages to the Lenders as a result of such early
prepayment, all prepayments of the Term Loan that are made pursuant to Section
2.04(a) or Section 2.04(b)(iii), Section 2.04(b)(iv) or Section 2.04(b)(v) shall
be accompanied by a compensation payment of (i) the principal amount of such
prepayment multiplied by 3.0%, in the case of any such prepayment made on or
prior to the date that is 180 days after the Closing Date, (ii) the principal
amount of such prepayment multiplied by 2.0%, in the case of any such prepayment
made during the period beginning on the date that is 181 days after the Closing
Date and ending on the date that is 540 days after the Closing Date, (iii) the
principal amount of such prepayment multiplied by 1.0%, in the case of any such
prepayment made during the period beginning on the date that is 541 days after
the Closing Date and ending on the date that is 900 days after the Closing Date
and (iv) no compensation, in the case of any such prepayment made after the date
that is 900 days after the Closing Date. Notwithstanding the foregoing, if the
unpaid principal amount of the Term Loan and all interest and other amounts in
respect thereof shall become due and payable prior to the scheduled maturity of
such amounts for any reason



                                       39
<PAGE>


under Section 9.02, then the Lenders shall be entitled to the compensation as
calculated in Section 2.04(c)(i), (ii) or (iii), as of the date of such amounts
become due and payable under Section 9.02. Any prepayment compensation payable
pursuant to this Section 2.04(c) shall be presumed to be the amount of damages
suffered by the Lenders as a result of the early prepayment of the Term Loan and
each Loan Party agrees that it is reasonable under the existing circumstances.
All compensation payable pursuant to this Section 2.04(c) shall constitute
Obligations.

         2.05     TERMINATION OR REDUCTION OF COMMITMENTS.

         (a) Voluntary Reductions. The Borrower may, upon notice to the
Administrative Agent, terminate the Aggregate Revolving Commitments, or from
time to time permanently reduce the Aggregate Revolving Commitments; provided
that (i) any such notice shall be received by the Administrative Agent not later
than 12:00 noon five Business Days prior to the date of termination or
reduction, (ii) any such partial reduction shall be in an aggregate amount of
$5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the
Borrower shall not terminate or reduce the Aggregate Revolving Commitments if,
after giving effect thereto and to any concurrent prepayments hereunder, the
Total Revolving Outstandings would exceed the Aggregate Revolving Commitments,
and (iv) if, after giving effect to any reduction of the Aggregate Revolving
Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate
Revolving Commitments, the Letter of Credit Sublimit shall be automatically
reduced by the amount of such excess.

         (b) Mandatory Reductions. (i) The Aggregate Revolving Commitments
automatically shall be permanently reduced from time to time in accordance with
the terms of Section 2.04(b)(vi). (ii) The Aggregate Term Loan Commitments
automatically shall be terminated on the Closing Date upon funding of the Term
Loan.

         (c) Commitment Reduction Compensation. As a result of the
impracticability and difficulty of ascertaining and quantifying actual damages
to the Lenders caused by early reductions of the Aggregate Revolving Commitments
and by mutual agreement of the Administrative Agent, the Lenders and the Loan
Parties as to a reasonable approximation of the damages to the Lenders as a
result of such early reductions, all reductions of the Aggregate Revolving
Commitments that are made pursuant to Section 2.05(a) or in connection with a
mandatory prepayment made pursuant to Section 2.04(b)(iii), Section 2.04(b)(iv)
or Section 2.04(b)(v) shall be accompanied by a compensation payment of (i) the
Reduction Amount multiplied by 3.0%, in the case of any such reduction occurring
on or prior to the date that is 180 days after the Closing Date, (ii) the
Reduction Amount multiplied by 2.0%, in the case of any such reduction occurring
made during the period beginning on the date that is 181 days after the Closing
Date and ending on the date that is 540 days after the Closing Date, (iii) the
Reduction Amount multiplied by 1.0%, in the case of any such reduction occurring
during the period beginning on the date that is 541 days after the Closing Date
and ending on the date that is 900 days after the Closing Date and (iv) no
compensation, in the case of any such reduction occurring after the date that is
900 days after the Closing Date. Notwithstanding the foregoing, if the Aggregate
Revolving Commitments shall be terminated and the unpaid principal amount of the
Revolving Loans and all interest and other amounts in respect thereof



                                       40
<PAGE>


shall become due and payable prior to the scheduled maturity of such amounts for
any reason under Section 9.02, then the Lenders shall be entitled to the
compensation as calculated in Section 2.05(c)(i), (ii) or (iii), as of the date
of such amounts become due and payable under Section 9.02. Any prepayment
compensation payable pursuant to this Section 2.05(c) shall be presumed to be
the amount of damages suffered by the Lenders as a result of the early reduction
of the Aggregate Revolving Commitments and each Loan Party agrees that it is
reasonable under the existing circumstances. For purposes of this Section
2.05(c), "Reduction Amount" means, in respect of any reduction of the Aggregate
Revolving Commitments pursuant to Section 2.05(a) or in connection with a
mandatory prepayment made pursuant to Section 2.04(b)(iii), Section 2.04(b)(iv)
or Section 2.04(b)(v), the portion of such reduction, if any, that reduces a
previously utilized amount of the Aggregate Revolving Commitments. All
compensation payable pursuant to this Section 2.05(c) shall constitute
Obligations.

         (d) General. The Administrative Agent will promptly notify the Lenders
of any notice of termination or reduction of the Aggregate Revolving
Commitments. Any reduction of the Aggregate Revolving Commitments shall be
applied to the Revolving Commitment of each Lender according to its Applicable
Percentage. All commitment and other fees accrued until the effective date of
any termination of the Aggregate Revolving Commitments shall be paid on the
effective date of such termination.

         2.06 REPAYMENT OF LOANS.

         The Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of the Loans outstanding on such date.

         2.07 INTEREST.

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

         (b) (i) If any amount of principal of any Loan is not paid when due
(without regard to any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws.

         (ii) If any amount (other than principal of any Loan ) payable by the
Borrower under any Loan Document is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or
otherwise, then, upon the request of the Required Lenders, such amount shall
thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.

         (iii) Upon the request of the Required Lenders, if any Event of Default
exists, the Borrower shall pay interest on the principal amount of all
outstanding Obligations hereunder at a



                                       41
<PAGE>


fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws.

         (iv) Accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable upon demand.

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

         2.08 FEES.

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

         (a) Commitment Fee. The Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with its Applicable Percentage, a
commitment fee accruing at 2.50% per annum times the actual daily amount by
which the Aggregate Revolving Commitments exceed the sum of (i) the Outstanding
Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations.
The commitment fee shall accrue at all times during the Availability Period,
including at any time during which one or more of the conditions in Article V is
not met, and shall be due and payable quarterly in arrears on the second
Business Day of each April, July, October and January (for commitment fees
accruing through the last day of the most recently ended calendar quarter),
commencing with the first such date to occur after the Closing Date, and on the
Maturity Date.

         (b) Other Fees. The Borrower shall pay to the Arranger and the
Administrative Agent for their own respective accounts fees in the amounts and
at the times specified in the Fee Letter. Such fees shall be fully earned when
paid and shall not be refundable for any reason whatsoever.

         2.09 COMPUTATION OF INTEREST AND FEES.

         All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America's "prime rate" shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year). Interest shall
accrue on each Loan for the day on which the Loan is made, and shall not accrue
on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid, provided that any Loan that is repaid on the same day on which it is
made shall, subject to Section 2.11(a), bear interest for one day. Each
determination by the Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error.



                                       42
<PAGE>


         2.10 EVIDENCE OF DEBT.

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

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

         2.11 PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK.

         (a) General. All payments to be made by the Borrower shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein, all payments by the
Borrower hereunder shall be made to the Administrative Agent, for the account of
the respective Lenders to which such payment is owed, at the Administrative
Agent's Office in Dollars and in immediately available funds not later than 2:00
p.m. on the date specified herein. The Administrative Agent will promptly
distribute to each Lender its Applicable Percentage (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer
to such Lender's Lending Office. All payments received by the Administrative
Agent after 2:00 p.m. shall be deemed received on the next succeeding Business
Day and any applicable interest or fee shall continue to accrue. If any payment
to be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of
time shall be reflected in computing interest or fees, as the case may be.

         (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any
Borrowing of Base Rate Loans, prior



                                       43
<PAGE>


to 12:00 noon on the date of such Borrowing) that such Lender will not make
available to the Administrative Agent such Lender's share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with Section 2.02 (or, in the case of a Borrowing of
Base Rate Loans, that such Lender has made such share available on such date in
accordance with and at the time required by Section 2.02) and may, in reliance
upon such assumption, make available to the Borrower a corresponding amount. In
such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender
agrees to pay to the Administrative Agent forthwith on demand such corresponding
amount in immediately available funds with interest thereon, for each day from
and including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent at the greater of the
Federal Funds Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation. If such Lender
has not paid such amount to the Administrative Agent within two Business Days
following the Administrative Agent's demand therefor, then the Borrower agrees
to pay to the Administrative Agent forthwith on demand such corresponding amount
in immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent at the interest rate
applicable to Base Rate Loans. If the Borrower and such Lender shall pay such
interest to the Administrative Agent for the same or an overlapping period, the
Administrative Agent shall promptly remit to the Borrower the amount of such
interest paid by the Borrower for such period. If such Lender pays its share of
the applicable Borrowing to the Administrative Agent, then the amount so paid
shall constitute such Lender's Loan included in such Borrowing. Any payment by
the Borrower shall be applied as a reduction of the Obligation represented by
the portion of the Borrowing not funded by the Defaulting Lender but shall be
without prejudice to any claim the Borrower may have against a Lender that shall
have failed to make such payment to the Administrative Agent. Nothing in this
Section 2.11(b) shall be deemed to relieve any Lender from liability for the
failure to perform its obligations hereunder.

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

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



                                       44
<PAGE>


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

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

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

         2.12 SHARING OF PAYMENTS BY LENDERS.

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

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

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



                                       45
<PAGE>


Each Loan Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.


                                   ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01 TAXES.

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

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

         (c) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent, each Lender and the L/C Issuer, within 10 days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto
(except to the extent such penalties, interest and expenses directly resulted
from the gross negligence or willful misconduct of such Person), whether or not
such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability (including a schedule setting forth in reasonable
detail the amount of Indemnified Taxes or Other Taxes) delivered to the Borrower
by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by
the Administrative Agent on its own behalf or on behalf of a Lender or the L/C
Issuer, shall be conclusive absent manifest error.

         (d) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such



                                       46
<PAGE>


Governmental Authority evidencing such payment, a copy of the return reporting
such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.

         (e) Status of Lenders. Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the jurisdiction
in which the Borrower is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by the Borrower or the Administrative Agent, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if requested by the Borrower or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent (including
Internal Revenue Service Form W-9) as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements.

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

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

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

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

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

         (f) Treatment of Certain Refunds. If the Administrative Agent, any
Lender or the L/C Issuer determines, in its sole discretion, that it has
received a refund of any Taxes or Other



                                       47
<PAGE>


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

         3.02 ILLEGALITY.

         If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to
determine or charge interest rates based upon the Eurodollar Rate, or any
Governmental Authority has imposed material restrictions on the authority of
such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank market, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrower shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
Upon any such prepayment or conversion, the Borrower shall also pay accrued
interest on the amount so prepaid or converted.

         3.03 INABILITY TO DETERMINE RATES.

         If the Required Lenders determine that for any reason in connection
with any request for a Eurodollar Rate Loan or a conversion to or continuation
thereof that (a) Dollar deposits are not being offered to banks in the London
interbank eurodollar market for the applicable amount and Interest Period of
such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for
determining the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan does not
adequately and fairly reflect the cost to such Lenders



                                       48
<PAGE>


of funding such Loan, the Administrative Agent will promptly so notify the
Borrower and each Lender. Thereafter, the obligation of the Lenders to make or
maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent
(upon the instruction of the Required Lenders) revokes such notice. Upon receipt
of such notice, the Borrower may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurodollar Rate Loans or, failing that, will be
deemed to have converted such request into a request for a Borrowing of Base
Rate Loans in the amount specified therein.

         3.04 INCREASED COSTS.

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

                  (i) impose, modify or deem applicable any reserve, special
         deposit, compulsory loan, insurance charge or similar requirement
         against assets of, deposits with or for the account of, or credit
         extended or participated in by, any Lender (except any reserve
         requirement contemplated by Section 3.04(e)) or the L/C Issuer;

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

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

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Rate Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or the
L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or
of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such Lender or the L/C Issuer, the Borrower will
pay to such Lender or the L/C Issuer, as the case may be, such additional amount
or amounts as will compensate such Lender or the L/C Issuer, as the case may be,
for such additional costs incurred or reduction suffered.

         (b) Capital Requirements. If any Lender or the L/C Issuer determines
that any Change in Law affecting such Lender or the L/C Issuer or any Lending
Office of such Lender or such Lender's or the L/C Issuer's holding company, if
any, regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or the L/C Issuer's capital or on the capital of
such Lender's or the L/C Issuer's holding company, if any, as a consequence of
this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender's or the L/C Issuer's holding



                                       49
<PAGE>


company could have achieved but for such Change in Law (taking into
consideration such Lender's or the L/C Issuer's policies and the policies of
such Lender's or the L/C Issuer's holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender or the
L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer or such Lender's or the L/C Issuer's
holding company for any such reduction suffered.

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

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

         (e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each
Lender, as long as such Lender shall be required to maintain reserves with
respect to liabilities or assets consisting of or including Eurocurrency funds
or deposits (currently known as "Eurocurrency liabilities"), additional interest
on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual
costs of such reserves allocated to such Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive), which shall
be due and payable on each date on which interest is payable on such Loan,
provided the Borrower shall have received at least 10 days' prior notice (with a
copy to the Administrative Agent) of such additional interest from such Lender.
If a Lender fails to give notice 10 days prior to the relevant Interest Payment
Date, such additional interest shall be due and payable 10 days from receipt of
such notice.

         3.05 COMPENSATION FOR LOSSES.

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

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



                                       50
<PAGE>


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

                  (c) any assignment of a Eurodollar Rate Loan on a day other
         than the last day of the Interest Period therefor as a result of a
         request by the Borrower pursuant to Section 11.13;

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

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

         3.06 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

         (a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 3.04, or the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to
Section 3.02, then (upon request of the Borrower, except in the case of Section
3.02) such Lender shall use reasonable efforts to designate a different Lending
Office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be,
in the future, or eliminate the need for the notice pursuant to Section 3.02, as
applicable, and (ii) in each case, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.

         (b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, 3.02 or 3.04, the Borrower may replace such Lender in accordance
with Section 11.13.

         3.07 SURVIVAL.

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



                                       51
<PAGE>


                                   ARTICLE IV
                                    GUARANTY

         4.01 THE GUARANTY.

         Each of the Guarantors hereby jointly and severally guarantees to (a)
each Lender, (b) each Affiliate of a Lender that enters into a Swap Contract or
a Treasury Management Agreement with a Loan Party, (c) each Person (and/or
applicable affiliate thereof) that (i) is party to a Swap Contract with a Loan
Party that was (A) in effect on the Closing Date and such Person was a Lender as
of the Closing Date or (B) entered into after the Closing Date and such Person
was a Lender or an Affiliate of a Lender at the time such Swap Contract was
entered into, and (ii) that ceases to be a Lender as a result of an assignment
in accordance with the terms of Section 11.06 or Section 11.13 and (d) the
Administrative Agent as hereinafter provided, as primary obligor and not as
surety, the prompt payment of the Obligations in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) strictly in accordance with the terms thereof.
The Guarantors hereby further agree that if any of the Obligations are not paid
in full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise), the
Guarantors will, jointly and severally, promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Obligations, the same will be promptly paid in
full when due (whether at extended maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise) in accordance
with the terms of such extension or renewal.

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

         4.02 OBLIGATIONS UNCONDITIONAL.

         The obligations of the Guarantors under Section 4.01 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Loan Documents, Swap
Contracts or Treasury Management Agreements, or any other agreement or
instrument referred to therein, or any substitution, release, impairment or
exchange of any other guarantee of or security for any of the Obligations, and,
to the fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever which might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor, it being the intent of this
Section 4.02 that the obligations of the Guarantors hereunder shall be absolute
and unconditional under any and all circumstances. Each Guarantor agrees that
its rights of subrogation, indemnity, reimbursement or contribution against the
Borrower or any other Guarantor for amounts paid under this Article IV shall not
be enforceable until, and shall be subordinate and subject in right of payment
to, the Obligations, until such time as the Obligations have been Fully
Satisfied. Without limiting the generality of the foregoing, it is agreed that,
to the fullest extent permitted by law, the



                                       52
<PAGE>


occurrence of any one or more of the following shall not alter or impair the
liability of any Guarantor hereunder which shall remain absolute and
unconditional as described above:

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

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

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

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

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

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

         4.03 REINSTATEMENT.

         The obligations of the Guarantors under this Article IV shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Obligations is rescinded or must be
otherwise restored by any holder of any of the Obligations, whether as a result
of any proceedings in bankruptcy or reorganization or otherwise, and each
Guarantor agrees that it will indemnify the Administrative Agent and each Lender
on demand for all reasonable costs and expenses (including, without limitation,
fees and expenses of counsel) incurred



                                       53
<PAGE>


by the Administrative Agent or such Lender in connection with such rescission or
restoration, including any such costs and expenses incurred in defending against
any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any bankruptcy, insolvency or similar law.

         4.04 CERTAIN ADDITIONAL WAIVERS.

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

         4.05 REMEDIES.

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

         4.06 RIGHTS OF CONTRIBUTION.

         The Guarantors hereby agree as among themselves that, in connection
with payments made hereunder, each Guarantor shall have a right of contribution
from each other Guarantor in accordance with applicable Law. Such contribution
rights shall be subordinate and subject in right of payment to the Obligations
until such time as the Obligations have been Fully Satisfied, and none of the
Guarantors shall exercise any such contribution rights until the Obligations
have been Fully Satisfied.

         4.07 GUARANTEE OF PAYMENT; CONTINUING GUARANTEE.

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



                                       54
<PAGE>


                                    ARTICLE V
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         5.01 CONDITIONS OF CLOSING DATE AND INITIAL CREDIT EXTENSION.

        The occurrence of the Closing Date, the effectiveness of this Agreement
and the obligation of the L/C Issuer and each Lender to make its initial Credit
Extension hereunder is subject to satisfaction of the following conditions
precedent:

                  (a) Loan Documents, Organization Documents, Etc. The
         Administrative Agent's receipt of the following, each of which shall be
         originals or telecopies (followed promptly by originals) unless
         otherwise specified, each properly executed by a Responsible Officer of
         the signing Loan Party and dated the Closing Date (or, in the case of
         certificates of governmental officials, each duly issued and certified
         by the governmental issuer and dated a recent date before the Closing
         Date) and each in form and substance satisfactory to the Administrative
         Agent:

                           (i) executed counterparts of this Agreement and the
                  other Loan Documents;

                           (ii) a Note executed by the Borrower in favor of each
                  Lender requesting a Note;

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

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

                           (v) good standing certificates of each Loan Party in
                  (A) the jurisdiction of its incorporation or organization and
                  (B) each jurisdiction where its ownership, lease or operation
                  of Properties or the conduct of its business requires such
                  qualification, except to the extent that failure to do so
                  would not reasonably be expected to have a Material Adverse
                  Effect.

                  (b) Opinions of Counsel. The Administrative Agent shall have
         received, in each case dated as of the Closing Date and in form and
         substance reasonably satisfactory to the Administrative Agent:



                                       55
<PAGE>


                           (i) a legal opinion of Gibson, Dunn & Crutcher LLP;

                           (ii) a legal opinion of special local counsel for
                  each Loan Party not organized in the State of Delaware or New
                  York;

                           (iii) a legal opinion of special local counsel for
                  the Loan Parties for each state in which any Mortgaged
                  Property is located; and

                           (iv) a legal opinion of special Canadian counsel for
                  the Loan Parties.

                  (c) Personal Property Collateral. The Administrative Agent
         shall have received:

                           (i) searches of Uniform Commercial Code filings in
                  the jurisdiction of the chief executive office of each Loan
                  Party and each jurisdiction where any Collateral is located or
                  where a filing would need to be made in order to perfect the
                  Administrative Agent's security interest in the Collateral,
                  copies of the financing statements on file in such
                  jurisdictions and evidence that no Liens exist other than
                  Permitted Liens;

                           (ii) UCC financing statements for each appropriate
                  jurisdiction as is necessary, in the Administrative Agent's
                  reasonable discretion, to perfect the Administrative Agent's
                  security interest in the Collateral;

                           (iii) searches of ownership of, and Liens on,
                  Intellectual Property of each Loan Party in the appropriate
                  governmental offices;

                           (iv) all certificates evidencing any certificated
                  Capital Stock pledged to the Administrative Agent pursuant to
                  the Security Agreement, together with undated stock powers,
                  duly executed in blank, attached thereto;

                           (v) duly executed notices of grant of security
                  interest in the form required by the Security Agreement as are
                  necessary, in the Administrative Agent's reasonable
                  discretion, to perfect the Administrative Agent's security
                  interest in any Collateral consisting of federally registered
                  Intellectual Property;

                           (vi) all instruments and chattel paper in the
                  possession of any of the Loan Parties, together with allonges
                  or assignments as may be necessary or appropriate to perfect
                  the Administrative Agent's security interest in the Collateral
                  (other than any such portion thereof having an aggregate value
                  not exceeding $100,000);

                           (vii) duly executed deposit account control
                  agreements as are necessary, in the Administrative Agent's
                  reasonable discretion, to perfect the Administrative Agent's
                  security interest in the Collateral consisting of deposit
                  accounts (other than



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<PAGE>


                  deposit accounts for which no such agreements are required
                  under Section 7.14(a)); and

                           (viii) in the case of any personal property
                  Collateral located at a premises leased by a Loan Party, such
                  estoppel letters, consents and waivers from the landlords on
                  such real property as may be required by the Administrative
                  Agent.

                  (d) Real Property Collateral. Subject to Section 7.15, the
         Administrative Agent shall have received, in form and substance
         reasonably satisfactory to it:

                           (i) fully executed and notarized amendments to the
                  mortgages, deeds of trust or deeds to secure debt (each, as
                  the same may be amended, modified, restated or supplemented
                  from time to time, a "Mortgage Instrument" and collectively
                  the "Mortgage Instruments") encumbering the fee interest
                  and/or leasehold interest of any Loan Party in each of the
                  Real Properties designated in Schedule 6.20(a) as a "Mortgaged
                  Property" (each a "Mortgaged Property" and collectively the
                  "Mortgaged Properties");

                           (ii) in the case of the Alabama real property
                  leasehold interest constituting Mortgaged Property, evidence
                  that the applicable lease, a memorandum of lease with respect
                  thereto, or other evidence of such lease in form and substance
                  reasonably satisfactory to the Administrative Agent, has been
                  or will be recorded in all places to the extent necessary or
                  desirable, in the reasonable judgment of the Administrative
                  Agent, so as to enable the Mortgage Instrument encumbering
                  such leasehold interest to effectively create a valid and
                  enforceable first priority lien (subject to Permitted Liens)
                  on such leasehold interest in favor of the Administrative
                  Agent (or such other Person as may be required or desired
                  under local law) for the benefit of Lenders;

                           (iii) affidavits of the Borrower to the Title
                  Insurance Company (hereinafter defined) that, to the knowledge
                  of the Borrower, there are no material changes to the maps or
                  plats of an as-built survey of the sites of the real property
                  covered by the Mortgage Instruments certified to the
                  Administrative Agent and the title insurance company issuing
                  the policies referred to in Section 5.01(d)(iv) (the "Title
                  Insurance Company") which the Borrower delivered in connection
                  with the closing of the Existing Credit Agreement reasonably
                  satisfactory to each of the Administrative Agent and the Title
                  Insurance Company, dated a date reasonably satisfactory to
                  each of the Administrative Agent and the Title Insurance
                  Company as sufficient to delete any standard printed survey
                  exception which otherwise would be contained in the Mortgage
                  Policies (hereinafter defined);

                           (iv) Copies of the 2003 ALTA mortgagee title
                  insurance policies corresponding to each of the eight Mortgage
                  Instruments and an endorsement to each 2003 ALTA mortgagee
                  title insurance policy bringing down the coverage



                                       57
<PAGE>


                  under such policy to the Closing Date and confirming coverage
                  issued by Chicago Title Company or another title insurance
                  company reasonably acceptable to the Administrative Agent (the
                  "Mortgage Policies") with respect to each Mortgaged Property,
                  assuring the Administrative Agent that each of the Mortgage
                  Instruments creates a valid and enforceable first priority
                  mortgage lien on the applicable Mortgaged Property, free and
                  clear of all defects and encumbrances except Permitted Liens,
                  which Mortgage Policies shall otherwise be in form and
                  substance reasonably satisfactory to the Administrative Agent
                  and shall include such endorsements as were included in the
                  2003 ALTA mortgagee title insurance policies;

                           (v) evidence as to (A) whether any Mortgaged Property
                  is in an area designated by the Federal Emergency Management
                  Agency as having special flood or mud slide hazards (a "Flood
                  Hazard Property") and (B) if any Mortgaged Property is a Flood
                  Hazard Property, the applicable Loan Party's written
                  acknowledgment of receipt of written notification from the
                  Administrative Agent as to the fact that such Mortgaged
                  Property is a Flood Hazard Property and (2) copies of
                  insurance policies or certificates of insurance of the Loan
                  Parties evidencing flood insurance satisfactory to the
                  Administrative Agent; and

                           (vi) with respect to each Mortgaged Property, a
                  subordination agreement between the Administrative Agent and
                  The Bank of New York, as trustee under the Second Lien
                  Indenture.

                  (e) Evidence of Insurance. Receipt by the Administrative Agent
         of copies of insurance policies or certificates of insurance of the
         Loan Parties evidencing liability and casualty insurance meeting the
         requirements set forth in the Loan Documents, including, but not
         limited to, naming the Administrative Agent as additional insured (in
         the case of liability insurance) or loss payee or mortgagee, as its
         interest may appear (in the case of hazard insurance).

                  (f) Officer's Certificates. The Administrative Agent shall
         have received a certificate or certificates executed by the chief
         executive officer or the chief financial officer of the Borrower as of
         the Closing Date, in form and substance satisfactory to the
         Administrative Agent, stating that (A) the conditions specified in
         Sections 5.02(a) and (b) have been satisfied, (B) each Loan Party is in
         compliance with all material existing financial obligations, (C) all
         governmental, shareholder and third party consents and approvals, if
         any, with respect to the Loan Documents and the transactions
         contemplated thereby have been obtained (and attaching copies thereof),
         (D) no action, suit, investigation or proceeding is pending or
         threatened in any court or before any arbitrator or governmental
         instrumentality that purports to affect any Loan Party or any
         transaction contemplated by the Loan Documents, if such action, suit,
         investigation or proceeding would reasonably be expected to have a
         Material Adverse Effect, (E) the Obligations constitute (i) "Senior
         Lender Claims" under and as defined in the Intercreditor Agreement and
         (ii) "First Priority Lien Obligations" under and as defined in the
         Second Lien Indenture, (F) the Loan Parties are Solvent on a
         consolidated basis, and (G) on the basis of income statement



                                       58
<PAGE>


         items for the 12-month period ending on March 31, 2005, the Loan
         Parties would be in compliance with the financial covenant set forth in
         Section 8.11 as of the first date provided for the measurement of such
         financial covenant in accordance with the terms of such Section.

                  (g) Fees. Any fees required to be paid on or before the
         Closing Date shall have been paid.

                  (h) Attorney Costs. The Borrower shall have paid all
         reasonable fees, charges and disbursements of one counsel of the
         Administrative Agent, and in addition, local counsel in each
         jurisdiction that the Administrative Agent reasonably determines, to
         the extent invoiced prior to or on the Closing Date.

                  (i) Existing Credit Agreement. The Administrative Agent shall
         have received evidence, in form and substance reasonably satisfactory
         to the Administrative Agent, of (i) the termination of the commitments
         to make extensions of credit to the Borrower by the lenders party to
         the Existing Credit Agreement and (ii) the payment in full of all
         amounts owing under the Existing Credit Agreement.

                  (j) Notice of Designation of First Lien Obligation. The
         Borrower shall have delivered a notice to the trustee under the Second
         Lien Indenture in the form of Exhibit 5.01.

Without limiting the generality of the provisions of Section 10.04, for purposes
of determining compliance with the conditions specified in this Section 5.01,
each Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required hereunder.

         5.02 CONDITIONS TO ALL CREDIT EXTENSIONS.

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

                 (a) The representations and warranties of the Loan Parties
        contained in Article VI or any other Loan Document, or which are
        contained in any certificate furnished at any time pursuant to Section
        7.01 and 7.02 hereof shall be true and correct in all material respects
        on and as of the date of such Credit Extension, except to the extent
        that such representations and warranties specifically refer to an
        earlier date, in which case they shall be true and correct in all
        material respects as of such earlier date, and, except that for purposes
        of this Section 5.02, the representations and warranties contained in
        subsections (a) and (b) of Section 6.05 shall be deemed to refer to the
        most recent statements furnished pursuant to clause (a) and clauses (b)
        and (c), respectively, of Section 7.01.



                                       59
<PAGE>


                  (b) No Default shall exist and be continuing either prior to
         or after giving effect to such proposed Credit Extension and the
         application of the proceeds thereof (with such determination based, in
         the case of determining compliance with Section 8.11, on the most
         recent financial statements delivered pursuant to Sections 7.01(a) or
         7.01(b)).

                  (c) The Administrative Agent shall have received a Request for
         Credit Extension in accordance with the requirements hereof.

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


                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

         The Loan Parties represent and warrant to the Administrative Agent and
the Lenders that:

         6.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS.

         Each Loan Party (a) is duly organized or formed, validly existing and
in good standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own or
lease its assets and carry on its business and (ii) execute, deliver and perform
its obligations under the Loan Documents, if any, to which it is a party and (c)
is duly qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license; except in each
case referred to in clause (b)(i) or (c), to the extent that failure to do so
would not reasonably be expected to have a Material Adverse Effect.

         6.02 AUTHORIZATION; NO CONTRAVENTION.

         The execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is party, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a)
contravene the terms of any of such Person's Organization Documents; (b)
conflict with or result in any breach or contravention of, or result in or
require the creation of any Lien under, or require any payment to be made under
(i) any Contractual Obligation to which such Person is a party or affecting such
Person or the Property of such Person or any of its Subsidiaries or (ii) any
order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which such Person or its property is subject; or (c) violate any Law
(including, without limitation, Regulation U or Regulation X issued by the FRB).
Each Loan Party and each Subsidiary thereof is in compliance with all
Contractual Obligations referred to in clause (b)(i), except to the extent that
failure to do so would not reasonably be expected to have a Material Adverse
Effect



                                       60
<PAGE>


         6.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS.

         No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or any other Person is
necessary or required in connection with the execution, delivery or performance
by, or enforcement against, any Loan Party of any Loan Document, except for (a)
consents, authorizations, notices and filings described in Schedule 6.03, all of
which have been obtained or made or have the status described in such Schedule
6.03 and (b) filings to perfect the Liens created by the Collateral Documents.

         6.04 BINDING EFFECT.

         Each Loan Document has been duly executed and delivered by each Loan
Party that is party thereto. Each Loan Document constitutes a legal, valid and
binding obligation of each Loan Party that is party thereto, enforceable against
such Loan Party in accordance with its terms except as enforceability may be
limited by applicable Debtor Relief Laws and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).

         6.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

         (a) The Audited Financial Statements (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; and (ii) fairly present in all material
respects the financial condition of the Loan Parties as of the date thereof and
their results of operations for the period covered thereby in accordance with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein.

         (b) The unaudited consolidated and consolidating balance sheet of the
Loan Parties dated December 31, 2004, the related consolidated and consolidating
statements of income or operations and the related consolidated statement of
cash flows for the fiscal quarter ended on that date (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein, and (ii) fairly present in all
material respects the financial condition of the Loan Parties as of the date
thereof and their results of operations for the period covered thereby, subject,
in the case of clauses (i) and (ii), to the absence of footnotes and to normal
year-end audit adjustments.

         (c) During the period from March 31, 2004 to and including the Closing
Date, there has been no sale, transfer or other disposition by any Loan Party of
any material part of the business or Property of the Loan Parties, taken as a
whole, (other than the Disposition by the Borrower of property, plant and
equipment associated with its former facility in Pittsburg, California) and no
purchase or other acquisition by any of them of any business or property
(including any Capital Stock of any other Person) material in relation to the
consolidated financial condition of the Loan Parties, taken as a whole, in each
case, which is not reflected in the foregoing financial statements or in the
notes thereto and has not otherwise been disclosed in writing to the Lenders on
or prior to the Closing Date.



                                       61
<PAGE>


         (d) All financial statements delivered pursuant to Sections 7.01(a),
(b) and (c) have been prepared in accordance with GAAP (except as may otherwise
be permitted under Sections 7.01(a), (b) and (c)) and present fairly in all
material respects (on the basis disclosed in the footnotes to such financial
statements) the consolidated and consolidating financial condition, results of
operations and cash flows of the Loan Parties as of such date and for such
periods.

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

         6.06 LITIGATION.

         There are no actions, suits, proceedings, claims or disputes pending
or, to the knowledge of the Loan Parties after due and diligent investigation,
threatened or contemplated, at law, in equity, in arbitration or before any
Governmental Authority, by or against any Loan Party or against any of its
properties or revenues that (a) purport to affect or pertain to any of the Loan
Documents, or any of the transactions contemplated thereby or (b) either
individually or in the aggregate, if determined adversely, would reasonably be
expected to have a Material Adverse Effect.

         6.07 NO DEFAULT.

         No Loan Party is in default under or with respect to any Contractual
Obligation that would, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. No Default has occurred and is
continuing or would result from the consummation of the transactions
contemplated by the Loan Documents.

         6.08 OWNERSHIP OF PROPERTY; LIENS.

         Each Loan Party has good record and marketable title in fee simple to,
or valid leasehold interests in, all real Property necessary or used in the
ordinary conduct of its business, except for such defects in title as would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. None of the Property of any Loan Party is subject to any Liens
other than Permitted Liens.

         6.09 ENVIRONMENTAL COMPLIANCE.

         Except in each case as where the existence and/or occurrence of any of
the following would not reasonably be expected to have a Material Adverse
Effect:

                  (a) Each of the Real Properties and all operations at the Real
         Properties are in compliance with all applicable Environmental Laws,
         and there is no violation of any Environmental Law with respect to the
         Real Properties or the Businesses.

                  (b) None of the Real Properties contains, or to the knowledge
         of the Responsible Officers of the Loan Parties has previously
         contained, any Hazardous Materials at, on or



                                       62
<PAGE>


         under the Real Properties in amounts or concentrations that constitute
         or constituted a violation of, or could give rise to liability under,
         Environmental Laws.

                  (c) No Loan Party has received any written notice of, or
         inquiry from any Governmental Authority regarding, any violation,
         alleged violation, non-compliance, liability or potential liability
         regarding environmental matters or compliance with Environmental Laws
         with regard to any of the Real Properties or the Businesses, except for
         such notice or inquiry that has been fully and finally adjudicated,
         withdrawn, settled or otherwise resolved; nor does any Responsible
         Officer of any Loan Party have knowledge or reason to believe that any
         such notice will be received or is being threatened.

                  (d) Hazardous Materials have not been transported or disposed
         of from the Real Properties, or generated, treated, stored or disposed
         of at, on or under any of the Real Properties or any other location, in
         each case by or on behalf of any Loan Party in violation of, or in a
         manner that could give rise to liability under, any applicable
         Environmental Law.

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

                  (f) During any Loan Party's period of ownership or lease (with
         respect to real Property previously owned or operated by any Loan
         Party) or, to the knowledge of the Responsible Officers of the Loan
         Parties, at any time (with respect to real Property currently owned or
         operated by any Loan Party), there has been no release, or threat of
         release, of Hazardous Materials at or from the Real Properties, or
         arising from or related to the operations (including, without
         limitation, disposal) of any Loan Party in connection with the Real
         Properties or otherwise in connection with the Businesses, in violation
         of or in amounts or in a manner that could give rise to liability under
         Environmental Laws.

         6.10 INSURANCE.

         All of the tangible Property of the Borrower and its Subsidiaries is
insured with financially sound and reputable insurance companies that are not
Affiliates of the Loan Parties, in such amounts, with such deductibles and
covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar Property in localities where the Loan Parties
operate. The present insurance coverage of the Loan Parties is outlined as to
carrier, policy number, expiration date, type and amount on Schedule 6.10.

         6.11 TAXES.

         The Loan Parties have filed all Federal income tax returns and all
other material Federal, state and other tax returns and reports required to be
filed, and have paid all Federal income taxes and all other material Federal,
state and other taxes, assessments, fees and other governmental



                                       63
<PAGE>


charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith
by appropriate proceedings diligently conducted and for which adequate reserves
have been provided in accordance with GAAP. There is no proposed tax assessment
against the Borrower or any Subsidiary that would, if made, have a Material
Adverse Effect. No Loan Party is party to any tax sharing agreement other than
the Tax Sharing Agreement.

         6.12 ERISA COMPLIANCE.

         Except as specifically disclosed in Schedule 6.19:

         (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code, the PBA and other federal, provincial
or state Laws. Each Plan which is intended to qualify under Section 401(a) of
the Code has received a favorable determination letter from the IRS and, to the
best knowledge of the Loan Parties, nothing has occurred which would cause the
loss of such qualification. The Borrower and each ERISA Affiliate have made all
required contributions to any Plan when due, and no application for a funding
waiver or an extension of any amortization period has been made with respect to
any Plan.

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

         (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) the Unfunded Pension Liability of all Pension Plans does not exceed
$40,000,000 in the aggregate; (iii) neither the Borrower nor any ERISA Affiliate
has incurred, or reasonably expects to incur, any liability under Title IV of
ERISA with respect to any Pension Plan (other than premiums due and not
delinquent under Section 4007 of ERISA) that would not reasonably be expected to
have a Material Adverse Effect; (iv) neither the Borrower nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any material liability
(and no event has occurred which, with the giving of notice under Section 4219
of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA
with respect to a Multiemployer Plan; and (v) neither the Borrower nor any ERISA
Affiliate has engaged in a transaction that could be subject to Section 4069 or
4212(c) of ERISA that would reasonably be expected to have a Material Adverse
Effect; and (vi) no Lien has arisen, choate or inchoate, in respect of the Loan
Parties or any of their Property in connection with any Plan (save for
contribution amounts not yet due).

         6.13 CAPITAL STRUCTURE/SUBSIDIARIES.

         The corporate capital and ownership structure of the Loan Parties as of
the Closing Date is as described in Schedule 6.13(a). Set forth on Schedule
6.13(b) is a complete and accurate list as of the Closing Date with respect each
of the Loan Parties of (i) jurisdiction of incorporation, (ii) number of shares
of each class of Capital Stock outstanding, (iii) number and percentage of



                                       64
<PAGE>


outstanding shares of each class owned (directly or indirectly) by the Loan
Parties and (iv) number and effect, if exercised, of all outstanding options,
warrants, rights of conversion or purchase and all other similar rights with
respect thereto as of the Closing Date. The outstanding Capital Stock of all
such Persons is validly issued, fully paid and non-assessable and is owned by
the Loan Parties, directly or indirectly, in the manner set forth on Schedule
6.13(b), free and clear of all Liens (other than those arising under or
contemplated in connection with the Loan Documents). Other than as set forth in
Schedule 6.13(b), none of the Loan Parties has outstanding any securities
convertible into or exchangeable for its Capital Stock nor does any such Person
have outstanding any rights to subscribe for or to purchase or any options for
the purchase of, or any agreements providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character relating to
its Capital Stock.

         6.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
         COMPANY ACT.

         (a) The Borrower is not engaged and will not engage, principally or as
one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock.

         (b) None of the Loan Parties (i) is a "holding company," or a
"subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company," within the meaning
of the Public Utility Holding Company Act of 1935, (ii) is or is required to be
registered as an "investment company" under the Investment Company Act of 1940
or (iii) is subject to regulation under any other Law which limits its ability
to incur Indebtedness.

         6.15 DISCLOSURE.

         Each Loan Party has disclosed to the Administrative Agent and the
Lenders all agreements, instruments and corporate or other restrictions to which
it is subject, and all other matters known to it, that, individually or in the
aggregate, would reasonably be expected to result in a Material Adverse Effect.
No report, financial statement, certificate or other written information (a)
prepared by or at the request of any Loan Party or (b) to such Loan Party's
knowledge, otherwise furnished by or on behalf of such Loan Party in each case
to the Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder
or under any other Loan Document pursuant to a provision of any Loan Document or
pursuant to a specific request from the Administrative Agent (or any Lender
through the Administrative Agent) in accordance with the Loan Documents (in each
case, as modified or supplemented by other information so furnished), when taken
as a whole, contains any misstatement of material fact or omits to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that (i) with
respect to projected financial information, the Loan Parties represent only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time and (ii) with respect to reports, financial
statements, certificates and other information that was not prepared at the
request of any Loan



                                       65
<PAGE>


Party, the Loan Parties represent only that they are not aware that such
materials contain any material misstatements of fact or material omissions..

         6.16 COMPLIANCE WITH LAWS.

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

         6.17 INTELLECTUAL PROPERTY.

         Each Loan Party owns, or has the legal right to use, all material
trademarks, service marks, trade names, trade dress, patents, copyrights,
technology, know-how and processes (the "Intellectual Property") reasonably
necessary for each of them to conduct its business as currently conducted. Set
forth on Schedule 6.17 is a list of all Intellectual Property registered or
pending registration with the United States Copyright Office or the United
States Patent and Trademark Office and owned by each Loan Party or that any Loan
Party has the exclusive right to use. Except as set forth on Schedule 6.17, no
written claim has been received by any Loan Party and currently is pending by
any Person challenging the use of, or the validity or effectiveness of, the
Intellectual Property owned by such Loan Party under applicable Law, nor does
any Loan Party know of any such claim, and, to the knowledge of the Responsible
Officers of the Loan Parties, the use of the Intellectual Property by any Loan
Party or the granting of a right or a license in respect of the Intellectual
Property from any Loan Party does not infringe on the rights of any Person,
except for such claims and infringements that, in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. As of the Closing
Date, none of the Intellectual Property used by the Loan Parties is subject to
any exclusive licensing agreement or similar arrangement except as set forth on
Schedule 6.17.

         6.18 COLLATERAL DOCUMENTS; NATURE OF OBLIGATIONS.

         (a) The provisions of the Collateral Documents are effective to create
in favor of the Administrative Agent for the benefit of the Lenders and any
other secured parties identified therein, a legal, valid and enforceable first
priority (subject to Permitted Liens) security interest in all right, title and
interest of the Loan Parties in the Collateral described therein and all
proceeds thereof. Except for filings completed prior to the Closing Date and as
contemplated by this Agreement and the Collateral Documents, no filing or other
action will be necessary to perfect or protect such security interest.

         (b) All of the Obligations constitute (i) "Senior Lender Claims" under
and as defined in the Intercreditor Agreement and (ii) "First Priority Lien
Obligations" under and as defined in the Second Lien Indenture.



                                       66
<PAGE>


         6.19 INVESTMENTS.

         None of the Loan Parties holds any Investments other than Permitted
Investments.

         6.20 BUSINESS LOCATIONS.

         Set forth on Schedule 6.20(a) is a list of all Real Properties located
in the United States that are owned or leased by the Loan Parties as of the
Closing Date. Set forth on Schedule 6.20(b) is a list of all locations where any
tangible personal Property of a Loan Party is located as of the Closing Date.
Set forth on Schedule 6.20(c) is the chief executive office, jurisdiction of
incorporation or formation and principal place of business of each Loan Party as
of the Closing Date.

         6.21 BROKERS' FEES.

         No Loan Party has any obligation to any Person in respect of any
finder's, broker's, investment banking or other similar fee in connection with
any of the transactions contemplated under the Loan Documents.

         6.22 LABOR MATTERS.

         There are no collective bargaining agreements or Multiemployer Plans
covering the employees of a Loan Party as of the Closing Date except as forth on
Schedule 6.22, and none of the Loan Parties has suffered any strikes, walkouts,
work stoppages or other material labor difficulty within the last five years.

         6.23 REPRESENTATIONS AND WARRANTIES FROM OTHER LOAN DOCUMENTS.

         Each of the representations and warranties made by any of the Loan
Parties in any of the other Loan Documents is true and correct in all material
respects.


                                   ARTICLE VII
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall not be Fully Satisfied, or any Letter of Credit
shall remain outstanding, each Loan Party shall:

         7.01 FINANCIAL STATEMENTS.

         Deliver to the Administrative Agent and each Lender, in form and detail
satisfactory to the Administrative Agent and the Required Lenders:

                  (a) as soon as available, but in any event within 90 days
         after the end of each fiscal year of the Loan Parties, (i) a
         consolidated balance sheet of the Loan Parties as at the end of such
         fiscal year, and the related consolidated statements of income or
         operations, shareholders' equity and cash flows for such fiscal year,
         setting forth in each



                                       67
<PAGE>


         case in comparative form the figures for the previous fiscal year, all
         in reasonable detail and prepared in accordance with GAAP, audited and
         accompanied by a report and an opinion of independent certified public
         accountants of recognized national standing, which report and opinion
         shall be prepared in accordance with generally accepted auditing
         standards and applicable Securities Laws and shall not be subject to
         any "going concern" or like qualification or exception or contain any
         qualification arising out of the scope of the audit or contain
         explanatory language that questions the ability of the Loan Parties to
         continue as a going concern and (ii) a consolidating income statement
         of the Loan Parties as at the end of such fiscal year, setting forth in
         comparative form the figures for the previous fiscal year, all in
         reasonable detail and certified by the chief executive officer or the
         chief financial officer of the Borrower as fairly presenting the
         financial condition of the Loan Parties in accordance with GAAP;

                  (b) as soon as available, but in any event within 45 days
         after the end of each fiscal quarter of each fiscal year of the Parent,
         a consolidated and consolidating balance sheet of the Loan Parties as
         at the end of such fiscal quarter, and the related consolidated and
         consolidating statements of income or operations and a consolidated
         statement of cash flows for such fiscal quarter and for the portion of
         the Loan Parties' fiscal year then ended, setting forth in each case in
         comparative form the figures for the corresponding fiscal quarter of
         the previous fiscal year and the corresponding portion of the previous
         fiscal year (other than balance sheet information), all in reasonable
         detail, such statements to be certified by the chief executive officer
         or the chief financial officer of the Borrower as fairly presenting the
         financial condition, results of operations and cash flows of the Loan
         Parties in accordance with GAAP, subject only to normal year-end audit
         adjustments and the absence of footnotes and such consolidating
         statements to be certified by the chief executive officer or the chief
         financial officer of the Borrower to the effect that such statements
         are fairly stated in all material respects when considered in relation
         to the consolidated financial statements of the Loan Parties; and

                  (c) as soon as available, but in any event within 30 days
         after the end of each calendar month (or 45 days in the case of any
         month that is also the last month of a fiscal quarter), a consolidated
         and consolidating balance sheet of the Loan Parties as at the end of
         such fiscal month, and the related consolidated and consolidating
         statements of income or operations and a consolidated statement of cash
         flows for such fiscal month and for the portion of the Loan Parties'
         fiscal year then ended, setting forth in each case in comparative form
         the figures for the corresponding calendar month of the previous fiscal
         year and the corresponding portion of the previous fiscal year (other
         than balance sheet information), all in reasonable detail, such
         statements to be certified by the chief executive officer or the chief
         financial officer of the Borrower as fairly presenting the financial
         condition, results of operations and cash flows of the Loan Parties in
         accordance with GAAP, subject only to normal year-end audit adjustments
         and the absence of footnotes and such consolidating statements to be
         certified by the chief executive officer or the chief financial officer
         of the Borrower to the effect that such statements are fairly stated in
         all material respects when considered in relation to the consolidated
         financial statements of the Loan Parties.



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<PAGE>


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

         7.02 CERTIFICATES; OTHER INFORMATION.

         Deliver to the Administrative Agent (for delivery to each Lender), in
form and detail satisfactory to the Administrative Agent and the Required
Lenders:

                  (a) concurrently with the delivery of the financial statements
         referred to in Section 7.01(a), a certificate of its independent
         certified public accountants stating that in making the examination
         necessary therefor no knowledge was obtained of any Default under the
         financial covenants set forth in Sections 8.11 and 8.12 or, if any such
         Default shall exist, stating the nature and status of such event;

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

                  (c) concurrently with the delivery of the financial statements
         referred to in Sections 7.01(a), (b) and (c), a management report
         setting forth in comparative form (on a consolidated basis) the
         corresponding figures from the most recent budget for the current
         fiscal year delivered pursuant to Section 7.02(d);

                  (d) as soon as available and in no event later than 45 days
         after the end of each fiscal year of the Loan Parties, beginning with
         the fiscal year ending March 31, 2006, an annual budget of the Loan
         Parties containing projected consolidated financial statements and a
         consolidating income statement of the Loan Parties by business segment,
         in each case for the next fiscal year;

                  (e) within 100 days after the end of each fiscal year of the
         Loan Parties (commencing with the fiscal year ending March 31, 2006), a
         certificate containing information regarding (i) the calculation of
         Consolidated Excess Cash Flow (which the Borrower shall use reasonable
         efforts to deliver prior to the date any related prepayment is
         required) and (ii) the amount of all Dispositions (other than Excluded
         Dispositions), Involuntary Dispositions, Debt Issuances and Equity
         Issuances (other than Equity Issuance to directors, officers and
         employees) that occurred during the prior fiscal year;

                  (f) promptly after any request by the Administrative Agent or
         any Lender, copies of any detailed audit reports, management letters or
         written recommendations submitted to the board of directors (or the
         audit committee of the board of directors) of any Loan Party by
         independent accountants in connection with the accounts or books of any
         Loan Party, or any audit of any of them;



                                       69
<PAGE>


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

                  (h) promptly after the same are available, (i) copies of each
         annual report, proxy or financial statement or other material report
         generally sent to the stockholders of any Loan Party, and copies of all
         annual, regular, periodic and special reports and registration
         statements which any Loan Party may file or be required to file with
         the SEC under Section 13 or 15(d) of the Securities Exchange Act of
         1934, (ii) copies of each annual report, financial statement or other
         material report or other material communication to a holder of any
         Indebtedness in an outstanding principal amount exceeding $5,000,000 by
         any Loan Party in its capacity as such a holder and not otherwise
         required to be delivered to the Administrative Agent pursuant hereto
         and (iii) upon the request of the Administrative Agent, all reports and
         written information to and from the United States Environmental
         Protection Agency, or any state or local agency responsible for
         environmental matters, the United States Occupational Health and Safety
         Administration, or any state or local agency responsible for health and
         safety matters, or any successor agencies or authorities concerning
         environmental, health or safety matters;

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

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

Documents required to be delivered pursuant to Section 7.01(a), (b) or (c) or
Section 7.02(h) may, but are not required to, be delivered electronically and if
so delivered, shall be deemed to have been delivered on the date (i) on which
the Loan Parties post such documents, or provides a link thereto, on the Loan
Parties' website on the Internet at the website address listed on Schedule
11.02; or (ii) on which such documents are posted on the Loan Parties' behalf on
an Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that: (i) the Loan
Parties shall deliver paper copies of such documents to the Administrative Agent
or any Lender that requests the Loan Parties to deliver such paper copies until
a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the Loan Parties shall notify the
Administrative Agent and each Lender (by telecopier or electronic mail) of the
posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such documents.
Notwithstanding anything contained herein, in every instance the Loan Parties
shall be required to provide paper copies of the Compliance Certificates
required by Section 7.02(b) to the Administrative Agent and each of the Lenders.
Except for such Compliance Certificates, the



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<PAGE>


Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Loan Parties 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.

The Loan Parties hereby acknowledge that (a) the Administrative Agent and/or the
Arranger may make available to the Lenders and the L/C Issuer materials and/or
information provided by or on behalf of the Loan Parties hereunder
(collectively, "Loan Party Materials") by posting the Loan Party Materials on
IntraLinks or another similar electronic system (the "Platform") and (b) certain
of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to
receive material non-public information with respect to any of the Loan Parties
or their securities) (each, a "Public Lender"). The Loan Parties hereby agree
that (w) all Loan Party Materials that are to be made available to Public
Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a minimum,
shall mean that the word "PUBLIC" shall appear prominently on the first page
thereof; (x) by marking Loan Party Materials "PUBLIC," the Loan Parties shall be
deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer
and the Lenders to treat such Loan Party Materials as not containing any
material non-public information with respect to the Borrower or its securities
for purposes of United States Federal and state securities laws (provided,
however, that to the extent such Loan Party Materials constitute Information,
they shall be treated as set forth in Section 11.07); (y) all Loan Party
Materials marked "PUBLIC" are permitted to be made available through a portion
of the Platform designated "Public Investor;" and (z) the Administrative Agent
and the Arranger shall be entitled to treat any Loan Party Materials that are
not marked "PUBLIC" as being suitable only for posting on a portion of the
Platform not designated "Public Investor." Notwithstanding the foregoing, the
Loan Parties shall be under no obligation to mark any Loan Party Materials
"PUBLIC."

         7.03 NOTICES AND INFORMATION.

         (a) Promptly notify the Administrative Agent (who shall notify the
other Lenders) of the occurrence of any Default and the nature thereof.

         (b) Promptly notify the Administrative Agent (who shall notify the
other Lenders) of any matter that has resulted or would reasonably be expected
to result in a Material Adverse Effect, including (i) breach or non-performance
of, or any default under, a Contractual Obligation of any Loan Party; (ii) any
dispute, litigation, investigation, proceeding or suspension between any Loan
Party and any Governmental Authority; or (iii) the commencement of, or any
material development in, any material litigation or proceeding affecting any
Loan Party, including pursuant to any applicable Environmental Laws.

         (c) Promptly notify the Administrative Agent (who shall notify the
other Lenders) of the occurrence of any ERISA Event.

         (d) Promptly notify the Administrative Agent (who shall notify the
other Lenders) of any material change in accounting policies or financial
reporting practices by any Loan Party.



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<PAGE>


         (e) Upon the reasonable written request of the Administrative Agent
following the occurrence of any event or the discovery of any condition which
the Administrative Agent or the Required Lenders reasonably believe has caused
(or could be reasonably expected to cause) the representations and warranties
set forth in Section 6.09 to be untrue in any material respect, the Loan Parties
will furnish or cause to be furnished to the Administrative Agent, at the Loan
Parties' expense, a report of an environmental assessment of reasonable scope,
form and depth, (including, where appropriate, invasive soil or groundwater
sampling) by a consultant reasonably acceptable to the Administrative Agent as
to the nature and extent of the presence of any Hazardous Materials on any Real
Properties and as to the compliance by any Loan Party with Environmental Laws at
such Real Properties. If the Loan Parties fail to deliver such an environmental
report within seventy-five (75) days after receipt of such written request then
the Administrative Agent may arrange for same, and the Loan Parties hereby grant
to the Administrative Agent and its representatives access to the Real
Properties to reasonably undertake such an assessment (including, where
appropriate, invasive soil or groundwater sampling). The reasonable cost of any
assessment arranged for by the Administrative Agent pursuant to this provision
will be payable by the Loan Parties on demand and added to the obligations
secured by the Collateral Documents.

         (f) At the time of delivery of the financial statements and reports
provided for in Section 7.01(a), deliver to the Administrative Agent a report
signed by an Responsible Officer of the Borrower setting forth (i) a list of
registration numbers for all patents, trademarks, service marks, trade names and
copyrights awarded to any Loan Party since the last day of the immediately
preceding fiscal year and (ii) a list of all patent applications, trademark
applications, service mark applications, trade name applications and copyright
applications submitted by any Loan Party since the last day of the immediately
preceding fiscal year and the status of each such application, all in such form
as shall be reasonably satisfactory to the Administrative Agent.

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

         7.04 PAYMENT OF OBLIGATIONS.

         Pay and discharge as the same shall become due and payable, all its
obligations and liabilities, including (a) all material Tax liabilities,
assessments and governmental charges or levies upon it or any of its Property,
unless the same are being contested in good faith by appropriate proceedings
diligently conducted and adequate reserves in accordance with GAAP are being
maintained by the applicable Loan Party; (b) all lawful claims which, if unpaid,
would by law become a Lien upon any material portion of its Property; and (c)
all material Indebtedness, as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing
such Indebtedness.



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<PAGE>


         7.05 PRESERVATION OF EXISTENCE, ETC.

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

         7.06 MAINTENANCE OF PROPERTIES.

         (a) Maintain, preserve and protect all of its material properties and
equipment necessary in the operation of its business in good working order and
condition, ordinary wear and tear and Involuntary Dispositions excepted; and (b)
make all necessary repairs thereto and renewals and replacements thereof; and
(c) use the standard of care typical in the industry in the operation and
maintenance of its facilities.

         7.07 MAINTENANCE OF INSURANCE.

         (a) Maintain in full force and effect insurance (including worker's
compensation insurance, liability insurance, property insurance and business
interruption insurance) in such amounts, covering such risks and liabilities and
with such deductibles or self-insurance retentions as are in accordance with
normal industry practice. The Administrative Agent shall be named as additional
insured (in the case of liability insurance) or loss payee or mortgagee, as its
interest may appear (in the case of hazard insurance), with respect to any such
insurance providing coverage in respect of any Collateral, and each provider of
any such insurance shall agree, by endorsement upon the policy or policies
issued by it or by independent instruments furnished to the Administrative
Agent, that it will give the Administrative Agent thirty (30) days prior written
notice before any such policy or policies shall lapse, be canceled or be
terminated.

         (b) In the event that the Loan Parties receive Net Cash Proceeds on
account of any Involuntary Disposition, the Loan Parties shall, within 270 days
following the receipt thereof, apply (or cause to be applied) an amount equal to
such Net Cash Proceeds to (i) repair or replace the Property subject to such
Involuntary Disposition or (ii) prepay the Loans (and Cash Collateralize L/C
Obligations) in accordance with the terms of Section 2.04(b)(iii)(B); provided,
however, that such Person shall not undertake to repair or replace such Property
unless no Default exists at such time. Pending final application thereof, the
Loan Parties may apply such Net Cash Proceeds to temporarily reduce the
Revolving Loans. All insurance proceeds shall be subject to the security
interest of the Administrative Agent (for the ratable benefit of the Lenders)
under the Collateral Documents.

         7.08 COMPLIANCE WITH LAWS AND MATERIAL CONTRACTUAL OBLIGATIONS.

         Comply with the requirements of all Laws, all Contractual Obligations,
and all orders, writs, injunctions and decrees applicable to it or to its
business or Property, except in such



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<PAGE>


instances in which the failure to comply therewith would not reasonably be
expected to have a Material Adverse Effect.

         7.09 BOOKS AND RECORDS.

         (a) Maintain proper books of record and account, in which full, true
and correct in all material respects entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Loan Party; and (b) maintain such books
of record and account in material conformity with all applicable requirements of
any Governmental Authority having regulatory jurisdiction over the Loan Party.

         7.10 INSPECTION RIGHTS.

         Permit representatives and independent contractors of the
Administrative Agent (who may be accompanied by the Lenders) to visit and
inspect any of its Properties, to examine its corporate, financial and operating
records, and make copies thereof or abstracts therefrom, and to discuss its
affairs, finances and accounts with its directors, officers, and (so long as an
officer of the Borrower is given the opportunity to be present) independent
public accountants, all at the expense of the Borrower and at such reasonable
times during normal business hours and as often as may be reasonably desired,
upon at least five Business Days advance notice to the Borrower; provided,
however, that, unless an Event of Default shall exist, the Agent and the Lenders
shall not exercise their rights under this sentence more often than once during
any calendar year and then only upon the request of the Required Lenders;
provided, further, that when an Event of 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 without advance notice.

         7.11 USE OF PROCEEDS.

         Use the proceeds of the Credit Extensions for general corporate
purposes not in contravention of any Law or of any Loan Document.

         7.12 ADDITIONAL GUARANTORS.

         Notify the Administrative Agent at the time that any Person becomes a
Subsidiary of the Borrower after the Closing Date, and promptly thereafter (and
in any event within 30 days), cause such Person to (i) become a Guarantor by
executing and delivering to the Administrative Agent a Joinder Agreement, and
(ii) deliver to the Administrative Agent items of the types referred to for each
of the initial Loan Parties pursuant to Section 5.01, all in form, content and
scope reasonably satisfactory to the Administrative Agent.

         7.13 PLEDGED ASSETS.

         (a) Capital Stock. Cause 100% of the issued and outstanding Capital
Stock of the Borrower and of each Subsidiary of the Borrower to be subject at
all times to a first priority, perfected Lien in favor of the Administrative
Agent pursuant to the terms and conditions of the



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<PAGE>


Collateral Documents or such other security documents as the Administrative
Agent shall reasonably request.

         (b) Other Assets. (i) Cause all of the owned and leased real and
personal Property other than Excluded Property of each Loan Party to be subject
at all times to first priority (except in the case of Property subject to a Lien
of the type described in Section 8.01(i)), perfected and, in the case of real
Property (whether leased or owned), title insured Liens in favor of the
Administrative Agent to secure the Obligations pursuant to the terms and
conditions of the Collateral Documents or, with respect to any such Property
acquired subsequent to the Closing Date, such other additional security
documents as the Administrative Agent shall reasonably request, subject in any
case to Permitted Liens and (ii) deliver such other documentation as the
Administrative Agent may reasonably request in connection with the foregoing,
including, without limitation, appropriate UCC-1 financing statements, real
estate title insurance policies, surveys, environmental reports, landlord's
waivers, certified resolutions and other organizational and authorizing
documents of such Person, favorable opinions of counsel to such Person (which
shall cover, among other things, the legality, validity, binding effect and
enforceability of the documentation referred to above and the perfection of the
Administrative Agent's Liens thereunder) and other items of the types required
to be delivered pursuant to Section 5.01(c) and (d), all in form, content and
scope reasonably satisfactory to the Administrative Agent.

         7.14 DEPOSIT AND INVESTMENT ACCOUNTS.

         (a) Cause all cash, Cash Equivalents and investment property to be held
in deposit accounts or securities accounts subject to control agreements
providing the Administrative Agent with the right to direct the disposition of
funds upon an Event of Default and otherwise in form and substance satisfactory
to the Administrative Agent; provided that the Loan Parties will not be required
to obtain such agreements with respect to one or more deposit or securities
accounts so long as the aggregate balance of funds on deposit in such accounts
at any time does not exceed $1,000,000 (determined after deduction of
unpresented checks in accordance with GAAP).

         (b) To the extent that, as the close of business on any Business Day,
the Loan Parties have on deposit in any one or more deposit accounts that are
not subject to a control agreements in favor of the Administrative Agent cash
balances in excess of $1,000,000 in the aggregate (determined after deduction of
unpresented checks in accordance with GAAP), transfer such excess cash to a
deposit account that is subject to a control agreement in favor of the
Administrative Agent by the close of business on the following Business Day.

         7.15 POST-CLOSING MATTERS.

         To the extent not delivered on the Closing Date, on or before May 25,
or such later day as the Administrative Agent shall determine in its discretion,
deliver all documents of the type required pursuant to Section 5.01(d) with
respect to the leased real Property located in Sylacauga, Alabama.



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                                  ARTICLE VIII
                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall not be Fully Satisfied, or any Letter of Credit
shall remain outstanding, no Loan Party shall, directly or indirectly:

         8.01 LIENS.

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

                  (a) Liens in favor of the Administrative Agent arising
         pursuant to the Loan Documents;

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

                  (c) Liens (other than Liens imposed under ERISA) for Taxes,
         assessments or governmental charges, levies or other similar amounts
         (i) that are not yet due, (ii) which are being contested in good faith
         and by appropriate proceedings diligently conducted, if adequate
         reserves with respect thereto are maintained on the books of the
         applicable Person in accordance with GAAP, or (iii) with respect to
         which the applicable Loan Party has made adequate payment with respect
         to the underlying obligation to release such Lien and is awaiting
         release of such Lien;

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

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

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



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<PAGE>


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

                  (h) Liens securing judgments for the payment of money not
         constituting an Event of Default under Section 9.01(h);

                  (i) Liens securing Indebtedness permitted under Section
         8.03(e); provided that (i) such Liens do not at any time encumber any
         Property other than the Property financed by such Indebtedness, (ii)
         the Indebtedness secured thereby does not exceed the cost or fair
         market value, whichever is lower, of the Property being acquired on the
         date of acquisition and (iii) such Liens attach to such Property
         concurrently with or within 90 days after the acquisition thereof;

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

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

                  (l) 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;

                  (m) Liens deemed to exist in connection with Investments in
         repurchase agreements permitted under Section 8.02;

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

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

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

                  (q) Liens securing Indebtedness evidenced by the Second Lien
         Notes and the Second Lien Indenture provided that such Indebtedness is
         permitted pursuant to Section 8.03(b) and such Liens are subordinated
         to the Liens subject to the Intercreditor Agreement; and

                  (r) other Liens securing liabilities not exceeding $1,000,000
         in the aggregate.



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<PAGE>


         8.02 INVESTMENTS.

         Make any Investments, except:

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

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

                  (c) Investments consisting of advances or loans to directors,
         officers, employees, agents, customers or suppliers in an aggregate
         principal amount (including Investments of such type set forth in
         Schedule 8.02) not to exceed $1,000,000 at any time outstanding;
         provided that all such advances must be in compliance with applicable
         Laws, including, but not limited to, the Sarbanes-Oxley Act of 2002.

                  (d) Investments in any Loan Party other than the Parent,
         provided that any such Investment that is made in the form of a loan
         shall be evidenced by a promissory note that shall be delivered to the
         Administrative Agent and pledged as Collateral;

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

                  (f) Guarantees constituting Indebtedness permitted by Section
         8.03 (other than Section 8.03(c)), to the extent such Guarantees also
         constitute Investments;

                  (g) prior to June 6, 2005, loans by the Borrower to Digiscope
         LLC in an aggregate principal amount not to exceed $100,000;

                  (h) Investments by the Borrower in the Parent to enable the
         Parent to make Restricted Payments permitted pursuant to Sections
         8.06(c), 8.06(d), 8.06(e) or 8.06(g);

                  (i) other Investments by the Borrower and its Subsidiaries not
         to exceed an aggregate amount of (i) $500,000 during any fiscal year
         and (ii) $2,000,000 less the amount of Restricted Payments made
         pursuant to Section 8.06(f) during the term of this Agreement;

                  (j) contributions of capital to Immaterial Subsidiaries
         provided such Subsidiaries use such contributions to simultaneously pay
         off accumulated intercompany debt of such Immaterial Subsidiaries to
         the Borrower or the Parent existing on the Closing Date and described
         on Schedule 8.02; and

                  (k) to the extent constituting Investments, purchases of
         equipment by the Borrower to be owned by the Borrower but subject to a
         purchase option in favor of the



                                       78
<PAGE>


         customer for whose account such equipment was purchased, with such
         option being exercisable at the end of a specified contractual term,
         entered into in accordance with past practice and in the ordinary
         course of business.

         8.03 INDEBTEDNESS.

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

                  (a) Indebtedness under the Loan Documents;

                  (b) Indebtedness of the Borrower and its Subsidiaries
         outstanding on the Closing Date and set forth in Schedule 8.03 (and
         renewals, refinancings, refundings and extensions thereof; provided
         that (i) the amount of such Indebtedness is not increased at the time
         of such refinancing, refunding, renewal or extension except by an
         amount equal to a reasonable premium or other reasonable amount paid,
         and fees and expenses reasonably incurred, in connection with such
         refinancing, renewal, refunding or extension and by an amount equal to
         any existing commitments unutilized thereunder and (ii) the terms
         relating to amortization, maturity, collateral (if any) and
         subordination (if any), and other material terms taken as a whole, of
         any such refinancing, refunding, renewal or extension Indebtedness, and
         of any agreement entered into and of any instrument issued in
         connection therewith, are no less favorable in any material respect to
         the Loan Parties or the Lenders than the terms of any agreement or
         instrument governing the Indebtedness being refinanced, refunded,
         renewed or extended and the interest rate applicable to any such
         refinancing, refunding, renewal or extension of Indebtedness does not
         exceed a market interest rate (as determined in good faith by the chief
         financial officer of the Borrower) as of the date of such refinancing,
         refunding, renewal or extension;

                  (c) Intercompany Debt and Guarantees with respect to
         Indebtedness, so long as in each case the related Investment made by
         the holder of such Indebtedness or by the provider of such Guarantee,
         as applicable, is permitted under Section 8.02 (other than Section
         8.02(f));

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

                  (e) purchase money Indebtedness (including obligations in
         respect of Capital Leases or Synthetic Lease Obligations) hereafter
         incurred by the Borrower or any of its Subsidiaries to finance the
         acquisition of Property provided that (i) the total of all such
         Indebtedness for all such Persons taken together shall not exceed an
         aggregate principal



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<PAGE>


         amount of $23,000,000 at any time outstanding; (ii) such Indebtedness
         when incurred shall not exceed the purchase price or value of the
         Property acquired; and (iii) no such Indebtedness shall be refinanced
         for a principal amount in excess of the principal balance outstanding
         thereon at the time of such refinancing;

                  (f) Indebtedness incurred after the Closing Date in connection
         with the Sylacauga IRB (and on the same terms and conditions as the
         related Indebtedness outstanding thereunder on the Closing) in an
         aggregate amount not to exceed $1,000,000;

                  (g) subordinated Indebtedness owing to any Sponsor, provided
         that the amount, terms and condition thereof are satisfactory to the
         Required Lenders;

                  (h) Guarantees in an aggregate amount not to exceed $500,000
         at any time outstanding; and

                  (i) other Indebtedness in an aggregate principal amount not to
         exceed $3,000,000 at any one time outstanding.

         8.04 FUNDAMENTAL CHANGES.

         Except in connection with an Excluded Disposition, merge, dissolve,
liquidate, consolidate with or into another Person, or Dispose of (whether in
one transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to or in favor of any Person;
provided that, notwithstanding the foregoing provisions of this Section 8.04 but
subject to the terms of Sections 7.12 and 7.13, (a) the Borrower may merge or
consolidate with any of its Subsidiaries provided that the Borrower shall be the
continuing or surviving corporation, (b) any Loan Party other than the Parent or
the Borrower may merge or consolidate with any other Loan Party other than the
Parent or the Borrower, (c) any Subsidiary of the Borrower may merge with any
Person that is not a Loan Party in connection with a Disposition permitted under
Section 8.05 and (d) any Subsidiary of the Borrower may dissolve, liquidate or
wind up its affairs at any time provided that such dissolution, liquidation or
winding up, as applicable, would not reasonably be expected to have a Material
Adverse Effect.

         8.05 DISPOSITIONS.

        Make any Disposition other than an Excluded Disposition unless (a) at
least 85% of the consideration received in connection therewith shall be in cash
or Cash Equivalents, such cash or Cash Equivalent payment to be contemporaneous
with consummation of transaction, and the total consideration received in
connection therewith shall be in an amount not less than the fair market value
of the Property disposed of, (b) such transaction is not a Sale and Leaseback
Transaction, (c) such transaction does not involve the sale or other disposition
of a minority equity interest in any Loan Party other than the Parent, (d) such
transaction does not involve a sale or other disposition of receivables other
than receivables owned by or attributable to other Property concurrently being
disposed of in a transaction otherwise permitted under this Section 8.05, (e)
the aggregate net book value of all of the assets sold or otherwise disposed of
in all such transactions during any fiscal year shall not exceed $5,000,000, (f)
the aggregate net book value of all of the assets sold or otherwise



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<PAGE>


disposed of in all such transactions after the Closing Date shall not exceed
$15,000,000, (g) immediately prior to and after giving effect to such
Disposition, no Default exists and (h) no later than five (5) Business Days
prior to any such Disposition, the Borrower shall have delivered to the
Administrative Agent a certificate of the chief executive officer or the chief
financial officer of the Borrower specifying the anticipated date of such
Disposition, briefly describing the assets to be sold or otherwise disposed of
and setting forth the net book value of such assets, the aggregate consideration
and the Net Cash Proceeds to be received for such assets in connection with such
Disposition.

         8.06 RESTRICTED PAYMENTS.

         Declare or make, directly or indirectly, any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, except that:

                  (a) each Subsidiary of the Borrower may make Restricted
         Payments (directly or indirectly) to any Loan Party other than the
         Parent;

                  (b) the Borrower and each Subsidiary of the Borrower may
         declare and make dividend payments or other distributions payable
         solely in the Capital Stock of such Person;

                  (c) the Borrower may make Restricted Payments to the Parent
         pursuant to the Tax Sharing Agreement for its proportionate share of
         the tax liability of the affiliated group of corporations that file
         consolidated federal income tax returns (or that file state or local
         income tax returns on a consolidated or combined basis);

                  (d) the Borrower may make Restricted Payments to the Parent in
         an aggregate amount not to exceed $500,000 during any fiscal year to
         enable the Parent to repurchase shares of its Capital Stock held by
         departing directors, officers and employees;

                  (e) the Borrower may make Restricted Payments to the Parent in
         an aggregate amount not to exceed $250,000 during any fiscal year to
         enable the Parent to pay its general operating expenses;

                  (f) other Restricted Payments not to exceed an aggregate
         amount of (i) $500,000 during any fiscal year and (ii) $2,000,000 less
         the amount of Investments made pursuant to Section 8.02(i) during the
         term of this Agreement;

                  (g) the Borrower may make Restricted Payments to the Parent in
         amounts necessary to permit the Parent to (i) make payments in respect
         of its indemnification obligations owing to directors, officers or
         other Persons under the Parent's Organization Documents or pursuant to
         written agreements with any such Person, or obligations in respect of
         director and officer insurance (including premiums therefor) or (ii)
         satisfy its obligations, or through the Borrower satisfy its
         obligations, under any registration rights agreement or (iii) make
         payments in respect of indemnification obligations of the Parent in
         connection with any issuance by the Parent of shares of its Capital
         Stock.



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<PAGE>


         8.07 CHANGE IN NATURE OF BUSINESS.

         Engage in any material line of business substantially different from
those lines of business conducted by the Borrower and its Subsidiaries on the
date hereof or any business substantially related or incidental thereto.

         8.08 TRANSACTIONS WITH AFFILIATES AND INSIDERS.

         Enter into or permit to exist any transaction or series of transactions
with any officer, director or Affiliate of such Person other than (a) advances
of working capital to any Loan Party other than the Parent, (b) transfers of
cash and assets to any Loan Party other than the Parent, (c) intercompany
transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04,
Section 8.05 or Section 8.06, (d) reasonable compensation, benefits, indemnities
and reimbursement of expenses of officers and directors, (e) except as otherwise
specifically limited in this Agreement, other transactions which are entered
into on terms and conditions substantially as favorable to such Person as would
be obtainable by it in a comparable arms-length transaction with a Person other
than an officer, director or Affiliate, (f) the grant or sale of shares, or
options to purchase shares, of common Capital Stock of the Parent to directors,
officers, and certain other key employees of the Parent and its Subsidiaries and
(g) other transactions with a value not exceeding (i) $100,000 individually and
(ii) $1,000,000 in the aggregate during the term of this Agreement.
Notwithstanding anything to the contrary in this Agreement and in addition to
the other restrictions contained herein, the Loan Parties shall not enter into
any transaction or series of transactions involving payments or other
contributions of assets to Metalmark Capital LLC (and its Affiliates that are
not portfolio Investments), whether on arms-length terms or otherwise, with a
value exceeding $300,000 per fiscal year in the aggregate.

         8.09 BURDENSOME AGREEMENTS.

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



                                       82
<PAGE>


         (b) Enter into any Contractual Obligation that prohibits or otherwise
restricts the existence of any Lien upon any of its Property in favor of the
Administrative Agent (for the benefit of the Lenders) for the purpose of
securing the Obligations, whether now owned or hereafter acquired, or requiring
the grant of any security for any obligation if such Property is given as
security for the Obligations, except (i) any document or instrument governing
Indebtedness incurred pursuant to Section 8.03(e), provided that any such
restriction contained therein relates only to the asset or assets constructed or
acquired in connection therewith, (ii) in connection with any Permitted Lien
(other than pursuant to Section 8.02(b)) or any document or instrument governing
such Permitted Lien, provided that any such restriction contained therein
relates only to the asset or assets subject to such Permitted Lien and (iii)
pursuant to customary restrictions and conditions contained in any agreement
relating to the sale of any Property permitted under Section 8.05, pending the
consummation of such sale.

         8.10 USE OF PROCEEDS.

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

         8.11 FIRST LIEN LEVERAGE RATIO.

         Permit the First Lien Leverage Ratio as of the last day of any fiscal
quarter of the Parent to be greater than the ratio set forth below opposite such
fiscal quarter:

<Table>
<Caption>
                                MARCH 31                JUNE 30              SEPTEMBER 30           DECEMBER 31
                              ------------            ------------           ------------           ------------
<S>                           <C>                     <C>                    <C>                    <C>
          2005                     N/A                    N/A                2.60 to 1.00           2.60 to 1.00
          2006                2.50 to 1.00            2.50 to 1.00           2.45 to 1.00           2.40 to 1.00
          2007                2.35 to 1.00            2.30 to 1.00           2.25 to 1.00           2.20 to 1.00
          2008                2.15 to 1.00            2.15 to 1.00           2.10 to 1.00           2.00 to 1.00
       THEREAFTER             2.00 to 1.00            2.00 to 1.00           2.00 to 1.00           2.00 to 1.00
</Table>

         8.12 CAPITAL EXPENDITURES.

         Permit Consolidated Capital Expenditures for any fiscal year to exceed
(i) for the fiscal year 2006, $15,000,000 and (ii) for any fiscal year
thereafter, $13,000,000. To the extent that any portion of the Consolidated
Capital Expenditures limitation (determined without giving effect to the
operation of this sentence) is not used during any fiscal year, such unused
available amount may be carried forward and used during the next fiscal year
only; provided, however, that with respect to any fiscal year, Consolidated
Capital Expenditures made during such fiscal year shall be deemed to be made
first with respect to the applicable limitation for such fiscal year and then
with respect to any carry-forward from the preceding fiscal year.



                                       83
<PAGE>


         8.13 AMENDMENT AND PREPAYMENT OF OTHER INDEBTEDNESS.

         (a) Amend or modify any of the terms of any Indebtedness of any of the
Loan Parties (other than Indebtedness under the Loan Documents) if such
amendment or modification would add or change any terms in a manner adverse to
the Loan Parties or the Lenders, or shorten the final maturity or average life
to maturity or require any payment to be made sooner than originally scheduled
or increase the interest rate applicable thereto; or

         (b) make (or give any notice or offer to purchase with respect thereto)
any voluntary, optional or other non-scheduled payment (the "buyout" price at
the end of the term of any Capital Lease or Synthetic Lease being treated
hereunder as scheduled), prepayment, redemption, acquisition for value
(including without limitation, by way of depositing money or securities with the
trustee with respect thereto before due for the purpose of paying when due),
refund, refinance or exchange of any Indebtedness of such Loan Party (other than
Indebtedness under the Loan Documents) (in each case, whether or not mandatory),
except for (i) refinancings or refundings permitted Section 8.03(b), (ii)
Intercompany Debt owed to a Loan Party and (iii) the non-cash retirement of
Indebtedness arising from the Sylacauga IRB Arrangements.

         8.14 ORGANIZATION DOCUMENTS; FISCAL YEAR.

         (a) Amend, modify or change its Organization Documents in a manner
adverse to the rights of the Lenders or (b) change its fiscal year.

         8.15 OWNERSHIP OF SUBSIDIARIES; LIMITATIONS ON PARENT.

         Notwithstanding any other provisions of this Agreement to the contrary:

                  (a) (i) Permit any Person (other than the Borrower or any of
         its Subsidiaries) to own any Capital Stock of any Subsidiary of the
         Borrower except as a result of or in connection with a dissolution,
         merger, consolidation or disposition of a Subsidiary not prohibited by
         Section 8.04 or Section 8.05, (ii) permit any Subsidiary of the
         Borrower to issue or have outstanding any shares of preferred Capital
         Stock or (iii) permit, create, incur, assume or suffer to exist any
         Lien on any Capital Stock of any Subsidiary of the Borrower, except for
         Permitted Liens.

                  (b) Permit the Parent to (i) hold any assets or have any
         liabilities other than (A) the Capital Stock of the Borrower, (B) the
         liabilities under the Loan Documents and its Guarantee of the
         Borrower's obligations under the Second Lien Indenture, (C) tax
         liabilities in the ordinary course of business, (D) corporate,
         administrative and operating expenses in the ordinary course of
         business or (E) intercompany payables and receivables in connection
         with the Tax Sharing Agreement and employee stock compensation plans or
         (ii) engage in any business other than (A) owning the Capital Stock of
         the Borrower and activities incidental or related thereto, (B) acting
         as a Guarantor hereunder and pledging its assets to the Administrative
         Agent, for the benefit of the Lenders, pursuant to the Collateral
         Documents to which it is a party and (C) Guaranteeing the Borrower's
         obligations under the



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<PAGE>


         Second Lien Indenture and pledging its assets to the trustee
         thereunder, for the benefit of the holders of the Second Lien Notes.

         8.16 SALE LEASEBACKS.

         Enter into any Sale and Leaseback Transaction.

         8.17 OPERATING LEASE OBLIGATIONS.

         Enter into, assume or permit to exist any obligations for the payment
of rental under Operating Leases which in the aggregate for all such Loan
Parties would exceed $7,000,000 in any fiscal year.

         8.18 NO FOREIGN SUBSIDIARIES.

         Create, acquire or permit to exist any Subsidiary that is not organized
under the laws of a political subdivision of the United States.

         8.19 COVENANTS WITH RESPECT TO IMMATERIAL SUBSIDIARIES.

         Notwithstanding anything to the contrary contained in this Agreement:

         (a) permit any Immaterial Subsidiary to (i) except as permitted by
Section 8.03(b), create, incur, assume or suffer to exist any Indebtedness or
any Lien upon its Property, (ii) make any Investments, (iii) except as permitted
by Section 8.04, merge or consolidate with any Affiliate and (iv) engage in any
business; or

         (b) except as permitted by Section 8.02(j), make any Investments in any
Immaterial Subsidiary.

                                   ARTICLE IX
                         EVENTS OF DEFAULT AND REMEDIES

         9.01 EVENTS OF DEFAULT.

         Any of the following shall constitute an Event of Default:

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

                  (b) Specific Covenants. Any Loan Party fails to perform or
         observe any term, covenant or agreement contained in any of Section
         7.03(a), 7.05, 7.10, 7.11, 7.12, 7.13 or 7.15 or Article VIII; or



                                       85
<PAGE>


                  (c) Other Defaults. (i) Any Loan Party fails to perform or
         observe any covenant or agreement contained in any of Sections 7.01,
         7.02 or 7.03(b)-(f) and such failure continues for 5 Business Days; or

                  (ii) Any Loan Party fails to perform or observe any other
         covenant or agreement (not specified in subsection (a), (b) or (c)(i)
         above) contained in any Loan Document on its part to be performed or
         observed and such failure continues for 30 days; or

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

                  (e) Cross-Default. (i) Any Loan Party (A) fails to perform or
         observe (beyond the applicable grace period with respect thereto, if
         any) any Contractual Obligation if such failure would reasonably be
         expected to have a Material Adverse Effect, (B) fails to make any
         payment when due (whether by scheduled maturity, required prepayment,
         acceleration, demand, or otherwise) in respect of any Indebtedness or
         Guarantee (other than Indebtedness hereunder, Intercompany Debt and
         Indebtedness under Swap Contracts) having an aggregate principal amount
         (including undrawn committed or available amounts and including amounts
         owing to all creditors under any combined or syndicated credit
         arrangement) of more than the Threshold Amount, or (C) fails to observe
         or perform any other agreement or condition relating to any
         Indebtedness or Guarantee described in the foregoing clause (B) or
         contained in any instrument or agreement evidencing, securing or
         relating thereto, or any other event occurs, the effect of which
         default or other event is to cause, or to permit the holder or holders
         of such Indebtedness or the beneficiary or beneficiaries of such
         Guarantee (or a trustee or agent on behalf of such holder or holders or
         beneficiary or beneficiaries) to cause, with the giving of notice if
         required, such Indebtedness to be demanded or to become due or to be
         repurchased, prepaid, defeased or redeemed (automatically or
         otherwise), or an offer to repurchase, prepay, defease or redeem such
         Indebtedness to be made, prior to its stated maturity, or such
         Guarantee to become payable or cash collateral in respect thereof to be
         demanded; or (ii) there occurs under any Swap Contract an Early
         Termination Date (as defined in such Swap Contract) resulting from (A)
         any event of default under such Swap Contract as to which the Borrower
         or any Subsidiary is the Defaulting Party (as defined in such Swap
         Contract) or (B) any Termination Event (as so defined) under such Swap
         Contract as to which the Borrower or any Subsidiary is an Affected
         Party (as so defined) and, in either event, the Swap Termination Value
         owed by the Borrower or such Subsidiary as a result thereof is greater
         than the Threshold Amount; or

                  (f) Insolvency Proceedings, Etc. Any Loan Party institutes or
         consents to the institution of any proceeding under any Debtor Relief
         Law, or makes an assignment for the benefit of creditors; or applies
         for or consents to the appointment of any receiver,



                                       86
<PAGE>


         trustee, custodian, conservator, liquidator, rehabilitator or similar
         officer for it or for all or any material part of its property; or any
         receiver, trustee, custodian, conservator, liquidator, rehabilitator or
         similar officer is appointed without the application or consent of such
         Person and the appointment continues undischarged or unstayed for 60
         calendar days; or any proceeding under any Debtor Relief Law relating
         to any such Person or to all or any material part of its property is
         instituted without the consent of such Person and continues undismissed
         or unstayed for 60 calendar days, or an order for relief is entered in
         any such proceeding; or

                  (g) Inability to Pay Debts; Attachment. (i) Any Loan Party
         becomes unable or admits in writing its inability or fails generally to
         pay its debts (exclusive of Intercompany Debt) as they become due, or
         (ii) any writ or warrant of attachment or execution or similar process
         is issued or levied against all or any material part of the property of
         any such Person and is not released, vacated or fully bonded within 30
         days after its issue or levy; or

                  (h) Judgments. There is entered against any Loan Party (i) any
         one or more final judgments or orders for the payment of money in an
         aggregate amount exceeding the Threshold Amount (to the extent not
         covered by independent third-party insurance as to which the insurer
         does not dispute coverage), or (ii) any one or more non-monetary final
         judgments that have, or would reasonably be expected to have,
         individually or in the aggregate, a Material Adverse Effect and, in
         either case, (A) enforcement proceedings are commenced by any creditor
         upon such judgment or order, or (B) there is a period of 10 consecutive
         days during which a stay of enforcement of such judgment, by reason of
         a pending appeal or otherwise, is not in effect; or

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

                  (j) Invalidity of Loan Documents; Guarantees. (i) Any Loan
         Document, at any time after its execution and delivery and for any
         reason other than as expressly permitted hereunder or satisfaction in
         full of all the Obligations, ceases to be in full force and effect; or
         any Loan Party contests in any manner the validity or enforceability of
         any Loan Document; or any Loan Party denies that it has any or further
         liability or obligation under any Loan Document, or purports to revoke,
         terminate or rescind any Loan Document; or (ii) except as the result of
         or in connection with a dissolution, merger or disposition of a
         Subsidiary not prohibited by Section 8.04 or Section 8.05, the Guaranty
         given by any Guarantor hereunder or any provision thereof shall cease
         to be in full force and effect, or any Guarantor hereunder or any
         Person acting by or on behalf of such Guarantor shall deny or disaffirm
         such Guarantor's obligations under its Guaranty, or any Guarantor



                                       87
<PAGE>


         shall default in the due performance or observance of any term,
         covenant or agreement on its part to be performed or observed pursuant
         to its Guaranty; or

                  (k) Change of Control. A Change of Control occurs.

         9.02 REMEDIES UPON EVENT OF DEFAULT.

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

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

                  (b) declare the unpaid principal amount of all outstanding
         Loans, all interest accrued and unpaid thereon, and all other amounts
         owing or payable hereunder (including, without limitation, amounts
         under Sections 2.04(c) and 2.05(c)) or under any other Loan Document to
         be immediately due and payable, without presentment, demand, protest or
         other notice of any kind, all of which are hereby expressly waived by
         the Loan Parties;

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

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

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

         9.03 APPLICATION OF FUNDS.

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



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<PAGE>


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

         Second, to payment of that portion of the Obligations constituting
fees, indemnities and other amounts (other than principal, interest and Letter
of Credit Fees) payable to the Lenders (including fees, charges and
disbursements of counsel to the respective Lenders and the L/C Issuer and
amounts payable under Article III), ratably among them in proportion to the
respective amounts described in this clause Second payable to them;

         Third, to payment of that portion of the Obligations constituting
accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C
Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer
in proportion to the respective amounts described in this clause Third payable
to them;

         Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans, L/C Borrowings, obligations under Swap Contracts,
obligations under Treasury Management Agreements and to Cash Collateralize the
undrawn amounts of Letters of Credit, ratably among such parties in proportion
to the respective amounts described in this clause Fourth held by them;

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

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


                                    ARTICLE X
                              ADMINISTRATIVE AGENT

         10.01 APPOINTMENT AND AUTHORITY.

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



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         10.02 RIGHTS AS A LENDER.

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

         10.03 EXCULPATORY PROVISIONS.

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

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

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

                  (c) shall not, except as expressly set forth herein and in the
         other Loan Documents, have any duty to disclose, and shall not be
         liable for the failure to disclose, any information relating to the
         Borrower or any of its Affiliates that is communicated to or obtained
         by the Person serving as the Administrative Agent or any of its
         Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken
by it (i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrower, a
Lender or the L/C Issuer.

The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement



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or any other Loan Document, (ii) the contents of any certificate, report or
other document delivered hereunder or thereunder or in connection herewith or
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in
Article V or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.

         10.04 RELIANCE BY ADMINISTRATIVE AGENT.

         The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance
of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or the L/C Issuer, the Administrative Agent may presume that such
condition is satisfactory to such Lender or the L/C Issuer unless the
Administrative Agent shall have received notice to the contrary from such Lender
or the L/C Issuer prior to the making of such Loan or the issuance of such
Letter of Credit. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

         10.05 DELEGATION OF DUTIES.

         The Administrative Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by the Administrative Agent. The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article shall apply to any such
sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.

         10.06 RESIGNATION OF ADMINISTRATIVE AGENT.

        The Administrative Agent may at any time give notice of its resignation
to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice
of resignation, the Required Lenders shall have the right, in consultation with
the Borrower, to appoint a successor, which shall be a bank with an office in
the United States, or an Affiliate of any such bank with an office in the United
States. If no such successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the



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<PAGE>


Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the Administrative Agent shall
notify the Borrower and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (1) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan
Documents and (2) all payments, communications and determinations provided to be
made by, to or through the Administrative Agent shall instead be made by or to
each Lender and the L/C Issuer directly, until such time as the Required Lenders
appoint a successor Administrative Agent as provided for above in this Section.
Upon the acceptance of a successor's appointment as Administrative Agent
hereunder, such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring (or retired)
Administrative Agent, and the retiring Administrative Agent shall be discharged
from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided above in this
Section). The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the retiring Administrative
Agent's resignation hereunder and under the other Loan Documents, the provisions
of this Article and Section 10.04 shall continue in effect for the benefit of
such retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring Administrative Agent was acting as Administrative Agent.

Any resignation by Bank of America as Administrative Agent pursuant to this
Section shall also constitute its resignation as L/C Issuer. Upon the acceptance
of a successor's appointment as Administrative Agent hereunder, (a) such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer
shall be discharged from all of its duties and obligations hereunder or under
the other Loan Documents, and (c) the successor L/C Issuer shall issue letters
of credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or make other arrangements satisfactory to the retiring
L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with
respect to such Letters of Credit.

         10.07 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

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



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         10.08 NO OTHER DUTIES, ETC.

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

         10.09 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

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

                  (a) to file and prove a claim for the whole amount of the
         principal and interest owing and unpaid in respect of the Loans, L/C
         Obligations and all other Obligations that are owing and unpaid and to
         file such other documents as may be necessary or advisable in order to
         have the claims of the Lenders, the L/C Issuer and the Administrative
         Agent (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Lenders, the L/C Issuer and the
         Administrative Agent and their respective agents and counsel and all
         other amounts due the Lenders, the L/C Issuer and the Administrative
         Agent under Sections 2.03(i) and (j), 2.08 and 11.04) allowed in such
         judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender and the L/C Issuer to make such payments to the Administrative Agent
and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.08
and 11.04.

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



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         10.10 COLLATERAL AND GUARANTY MATTERS.

         The Lenders and the L/C Issuer irrevocably authorize the Administrative
Agent, at its option and in its discretion,

                  (a) to release any Lien on any Property granted to or held by
         the Administrative Agent under any Loan Document (i) upon termination
         of the Aggregate Revolving Commitments and payment in full of all
         Obligations outstanding under the Loan Documents (other than contingent
         indemnification obligations) and the expiration or termination of all
         Letters of Credit, (ii) that is transferred or to be transferred as
         part of or in connection with any Disposition permitted hereunder or
         under any other Loan Document, or (iii) subject to Section 11.01, if
         approved, authorized or ratified in writing by the Required Lenders;

                  (b) to subordinate any Lien on any Property granted to or held
         by the Administrative Agent under any Loan Document to the holder of
         any Lien on such Property that is permitted by Section 8.01(i); and

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

         Upon request by the Administrative Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent's authority to release
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 10.10.

         10.11 INTERCREDITOR AGREEMENT.

         Each Lender hereby authorizes the Administrative Agent to take such
action, on its behalf, as is necessary to exercise its rights and perform its
obligations under the Intercreditor Agreement.


                                   ARTICLE XI
                                  MISCELLANEOUS

         11.01 AMENDMENTS, ETC.

        (a) General. No amendment or waiver of any provision of this Agreement
or any other Loan Document, and no consent to any departure by any Loan Party
therefrom, shall be effective except, in the case of this Agreement, pursuant to
an agreement or agreements in writing entered into by each of the Loan Parties
and the Required Lenders, or, the case of any other Loan Document, pursuant to
an agreement or agreements in writing entered into by the Administrative Agent
and the Loan Parties that are parties thereto and consented to in writing by



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<PAGE>


the Required Lenders, and each such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given; provided,
however, that:

                  (i) no such amendment, waiver or consent shall, without the
         written consent of each Lender directly affected thereby:

                           (A) extend or increase the Commitment of any Lender
                  (or reinstate any Commitment terminated pursuant to Section
                  9.02) (it being understood and agreed that a waiver of any
                  condition precedent set forth in Section 5.02 or of any
                  Default or Event of Default or mandatory reduction in the
                  Commitments shall not constitute a change in the terms of any
                  Commitment of any Lender);

                           (B) postpone any date fixed by any Loan Document for
                  any payment (excluding mandatory prepayments) of principal,
                  interest, fees or other amounts due to the Lenders (or any of
                  them) thereunder;

                           (C) reduce or forgive the principal of, or the rate
                  of interest specified herein on, any Loan or L/C Borrowing, or
                  any fees or other amounts payable under any Loan Document;
                  provided, however, that only the consent of the Required
                  Lenders shall be necessary to amend the definition of "Default
                  Rate" or to waive any obligation of the Borrower to pay
                  interest or Letter of Credit Fees at the Default Rate;

                           (D) change Section 2.12 or Section 9.03 in a manner
                  that would alter the pro rata sharing of payments required
                  thereby;

                           (E) change any provision of this Section or the
                  definition of "Required Lenders" or any other provision hereof
                  specifying the number or percentage of Lenders required to
                  amend, waive or otherwise modify any rights hereunder or make
                  any determination or grant any consent hereunder;

                           (F) (i) except as the result of or in connection with
                  a Disposition not prohibited by Section 8.05, release all or
                  substantially all of the Collateral and (ii) except as
                  otherwise provided in Section 10.10, release all or
                  substantially all of the Guarantors;

                           (G) release the Borrower from its obligations under
                  the Loan Documents;

                  (ii) without the consent of Lenders holding in the aggregate
         at least a majority of the Revolving Commitments (or if the Revolving
         Commitments have been terminated, the outstanding Revolving Loans and
         participations (whether funded or not) in any L/C Obligations (and/or
         participations therein), for purposes of determining whether the
         conditions precedent set forth in Section 5.02(b) shall have been
         satisfied in respect of any proposed Credit Extension, (A) no Default
         or Event of Default may be waived and (B) no amendment, waiver or
         consent of Section 7.03(a), Section 7.12, Section 7.13 or Article VIII
         shall be effective;



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<PAGE>


                  (iii) without the consent of Lenders holding in the aggregate
         at least a majority of the outstanding Term Loan (and/or participations
         therein), (i) amend, change, waive, discharge or terminate Section 9.03
         so as to alter the manner of application of any payment in respect of
         the Obligations or proceeds of Collateral or (ii) amend, change, waive,
         discharge or terminate Section 2.04(b)(vi) so as to alter the manner of
         application of proceeds of any mandatory prepayment required by Section
         2.04(b)(ii), (iii), (iv) or (v) hereof;

                  (iv) without the written consent of (i) Lenders holding a
         majority of the Revolving Commitments (or if the Revolving Commitments
         have been terminated, the outstanding Revolving Loans (and
         participations in any L/C Obligations) and (ii) Lenders holding at
         least a majority of the outstanding Term Loan (and participations
         therein), impose any greater restriction on the ability of any Lender
         to assign any of its rights or obligations hereunder (it being
         understood that, for purposes of this clause (iv), the aggregate amount
         of each Lender's risk participation and funded participation in L/C
         Obligations shall be deemed to be held by such Lender);

                  (v) no amendment, waiver or consent shall, unless in writing
         and signed by the L/C Issuer in addition to the Lenders required above,
         affect the rights or duties of the L/C Issuer under this Agreement or
         any Issuer Document relating to any Letter of Credit issued or to be
         issued by it;

                  (vi) no amendment, waiver or consent shall, unless in writing
         and signed by the Administrative Agent in addition to the Lenders
         required above, affect the rights or duties of the Administrative Agent
         under this Agreement or any other Loan Document; and

                  (vii) the Fee Letter may be amended, or rights or privileges
         thereunder waived, in a writing executed only by the parties thereto.

         (b) Defaulting Lenders. 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.

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



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         11.02 NOTICES. EFFECTIVENESS OF ELECTRONIC COMMUNICATIONS.

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

                  (i) if to any Loan Party, the Administrative Agent or the L/C
         Issuer, to the address, telecopier number, electronic mail address or
         telephone number specified for such Person on Schedule 11.02; and

                  (ii) if to any other Lender, to the address, telecopier
         number, electronic mail address or telephone number specified in its
         Administrative Questionnaire.

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

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

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



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         (c) The Platform. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE."
THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS
OF THE LOAN PARTY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE LOAN PARTY MATERIALS. NO
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING 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 ANY AGENT
PARTY IN CONNECTION WITH THE LOAN PARTY MATERIALS OR THE PLATFORM. In no event
shall the Administrative Agent or any of its Related Parties (collectively, the
"Agent Parties") have any liability to any Loan Party, any Lender, the L/C
Issuer or any other Person for losses, claims, damages, liabilities or expenses
of any kind (whether in tort, contract or otherwise) arising out of any Loan
Party's or the Administrative Agent's transmission of Loan Party Materials
through the Internet, except to the extent that such losses, claims, damages,
liabilities or expenses are determined by a court of competent jurisdiction by a
final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Agent Party; provided, however, that in no event
shall any Agent Party have any liability to any Loan Party, any Lender, the L/C
Issuer or any other Person for indirect, special, incidental, consequential or
punitive damages (as opposed to direct or actual damages).

         (d) Change of Address, Etc. Each of the Loan Parties, the
Administrative Agent and the L/C Issuer may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to the
other parties hereto. Each other Lender may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to the
Borrower, the Administrative Agent and the L/C Issuer. In addition, each Lender
agrees to notify the Administrative Agent from time to time to ensure that the
Administrative Agent has on record (i) an effective address, contact name,
telephone number, telecopier number and electronic mail address to which notices
and other communications may be sent and (ii) accurate wire instructions for
such Lender.

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



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         11.03 NO WAIVER; CUMULATIVE REMEDIES.

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

         11.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

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

         (b) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses (including
the fees, charges and disbursements of any counsel for any Indemnitee), incurred
by any Indemnitee or asserted against any Indemnitee by any third party or by
any Loan Party arising out of, in connection with, or as a result of (i) the
execution or delivery of any Loan Document or any agreement or instrument
contemplated thereby, the performance by the parties thereto of their respective
obligations thereunder, the consummation of the transactions contemplated
thereby, or, in the case of the Administrative Agent (and any sub-agent thereof)
and its Related Parties only, the administration of this Agreement and the other
Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of
the proceeds therefrom (including any refusal by the L/C Issuer to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any real Property owned or operated by any Loan Party, or
any Environmental Liability arising from any act or omission of any Loan Party,
or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the



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foregoing, whether based on contract, tort or any other theory, whether brought
by a third party or by any Loan Party, and regardless of whether any Indemnitee
is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim
brought by any Loan Party against an Indemnitee for breach in bad faith of such
Indemnitee's obligations under any of the Loan Documents, if any Loan Party has
obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction.

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

         (d) Waiver of Consequential Damages, Etc. To the fullest extent
permitted by applicable law, none of the Loan Parties shall assert, and each of
the Loan Parties hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a
result of, any Loan Document or any agreement or instrument contemplated
thereby, the transactions contemplated thereby, any Loan or Letter of Credit or
the use of the proceeds thereof. No Indemnitee referred to in subsection (b)
above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in
connection with any of the Loan Documents or the transactions contemplated
except to the extent that such damages are caused by the gross negligence or
willful misconduct of such Indemnified Party or a breach in bad faith of such
Indemnified Party's obligations under any Loan Document (in each case as
determined in a final and nonappealable judgment by a court of competent
jurisdiction).

         (e) Payments. All amounts due under this Section shall be payable not
later than ten Business Days after demand therefor.

         (f) Survival. The agreements in this Section shall survive the
resignation of the Administrative Agent and/or the L/C Issuer, as applicable,
the replacement of any Lender, the termination of the Aggregate Revolving
Commitments and the repayment, satisfaction or discharge of all the Obligations.



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         11.05 PAYMENTS SET ASIDE.

         To the extent that any payment by or on behalf of any Loan Party is
made to the Administrative Agent, the L/C Issuer or any Lender, or the
Administrative Agent, the L/C Issuer or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the
Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each Lender
and the L/C Issuer severally agrees to pay to the Administrative Agent upon
demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to the
Federal Funds Rate from time to time in effect. The obligations of the Lenders
and the L/C Issuer under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Agreement.

         11.06 SUCCESSORS AND ASSIGNS.

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that no Loan Party may assign or otherwise transfer any
of its rights or obligations hereunder (other than in connection with a
transaction permitted by this Agreement) without the prior written consent of
the Administrative Agent and each Lender, and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an Eligible
Assignee in accordance with the provisions of subsection (b) of this Section,
(ii) by way of participation in accordance with the provisions of subsection (d)
of this Section, or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of subsection (f) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and void).
Nothing in any Loan Document, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in subsection (d)
of this Section and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

         (b) Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C
Obligations) at the time owing to it); provided that

         (i) except in the case of an assignment of the entire remaining amount
         of the assigning Lender's Commitment and the Loans at the time owing to
         it or in the case of an assignment to a Lender or an Affiliate of a
         Lender or an Approved Fund with respect to a



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         Lender, the aggregate amount of the Commitment (which for this purpose
         includes Loans outstanding thereunder) or, if the Revolving Commitments
         are not then in effect, the outstanding principal balance of the Loans
         of the assigning Lender subject to each such assignment, determined as
         of the date the Assignment and Assumption with respect to such
         assignment is delivered to the Administrative Agent or, if "Trade Date"
         is specified in the Assignment and Assumption, as of the Trade Date,
         shall not be less than $3,000,000 in the case of an assignment of
         Revolving Loans and $1,000,000 in the case of an assignment of Term
         Loans unless each of the Administrative Agent and, so long as no Event
         of Default has occurred and is continuing, the Borrower otherwise
         consents (each such consent not to be unreasonably withheld or
         delayed); provided, however, that concurrent assignments to members of
         an Assignee Group and concurrent assignments from members of an
         Assignee Group to a single Eligible Assignee (or to an Eligible
         Assignee and members of its Assignee Group) will be treated as a single
         assignment for purposes of determining whether such minimum amount has
         been met;

                  (ii) each partial assignment shall be made as an assignment of
         a proportionate part of all the assigning Lender's rights and
         obligations under this Agreement with respect to the Loans or the
         Commitment assigned, except that this clause (ii) shall not apply to
         rights in respect of the Term Loan;

                  (iii) any assignment of a Revolving Commitment must be
         approved by the Administrative Agent and the L/C Issuer unless the
         Person that is the proposed assignee is itself a Lender (whether or not
         the proposed assignee would otherwise qualify as an Eligible Assignee);
         and

                  (iv) the parties to each assignment shall execute and deliver
         to the Administrative Agent an Assignment and Assumption, together with
         a processing and recordation fee in the amount, if any, required as set
         forth in Schedule 11.06, and the Eligible Assignee, if it shall not be
         a Lender, shall deliver to the Administrative Agent an Administrative
         Questionnaire.

         Subject to acceptance and recording thereof by the Administrative Agent
         pursuant to subsection (c) of this Section, from and after the
         effective date specified in each Assignment and Assumption, the
         Eligible Assignee thereunder shall be a party to this Agreement and, to
         the extent of the interest assigned by such Assignment and Assumption,
         have the rights and obligations of a Lender under this Agreement, and
         the assigning Lender thereunder shall, to the extent of the interest
         assigned by such Assignment and Assumption, be released from its
         obligations under this Agreement (and, in the case of an Assignment and
         Assumption covering all of the assigning Lender's rights and
         obligations under this Agreement, such Lender shall cease to be a party
         hereto but shall continue to be entitled to the benefits of Sections
         3.01, 3.04, 3.05, and 11.04 with respect to facts and circumstances
         occurring prior to the effective date of such assignment). Upon
         request, the Borrower (at its expense) shall execute and deliver a Note
         to the assignee Lender. Any assignment or transfer by a Lender of
         rights or obligations under this Agreement that does not comply with
         this subsection shall be



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         treated for purposes of this Agreement as a sale by such Lender of a
         participation in such rights and obligations in accordance with
         subsection (d) of this Section.

         (c) Register. The Administrative Agent, acting solely for this purpose
as an agent of the Borrower, shall maintain at the Administrative Agent's Office
a copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by each of the Borrower and the L/C Issuer at any
reasonable time and from time to time upon reasonable prior notice. In addition,
at any time that a request for a consent for a material or other substantive
change to the Loan Documents is pending, any Lender may request and receive from
the Administrative Agent a copy of the Register.

         (d) Participations. Any Lender may at any time, without the consent of,
or notice to, the Borrower or the Administrative Agent, sell participations to
any Person (other than a natural person or the Borrower or any of the Borrower's
Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such
Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans (including such Lender's
participations in L/C Obligations) owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent, the Lenders
and the L/C Issuer shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement.

         Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 11.01 that affects such Participant. Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 11.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.12 as though it were a
Lender.

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



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Participant and such Participant agrees, for the benefit of the Borrower, to
comply with Section 3.01(e) as though it were a Lender.

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

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

         (h) Resignation as L/C Issuer after Assignment. Notwithstanding
anything to the contrary contained herein, if at any time Bank of America
assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank
of America may, upon 30 days' notice to the Borrower and the Lenders, resign as
L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower
shall be entitled to appoint from among the Lenders a successor L/C Issuer
hereunder; provided, however, that no failure by the Borrower to appoint any
such successor shall affect the resignation of Bank of America as L/C Issuer. If
Bank of America resigns as L/C Issuer, it shall retain all the rights, powers,
privileges and duties of the L/C Issuer hereunder with respect to all Letters of
Credit outstanding as of the effective date of its resignation as L/C Issuer and
all L/C Obligations with respect thereto (including the right to require the
Lenders to make Base Rate Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C
Issuer, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer, and (b) the
successor L/C Issuer shall issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or make
other arrangements satisfactory to Bank of America to effectively assume the
obligations of Bank of America with respect to such Letters of Credit.

         11.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.

         Each of the Administrative Agent, the Lenders and the L/C Issuer agrees
to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its Affiliates and to its and its
Affiliates' respective partners, directors, officers, employees, agents,
advisors and representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the



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National Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the Borrower or (h) to
the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower
provided that in the case of any request, subpoena or proposed release or
disclosure of Information described in clause (c) above, the party believing it
is obligated to release or disclose shall, subject to compliance with the
applicable law, regulations, subpoena or other legal process, use commercially
reasonable efforts to notify the Borrower prior to such release or disclosure.

         For purposes of this Section, "Information" means all information
received from any Loan Party relating to any Loan Party or any of their
respective businesses, other than any such information that is available to the
Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis
prior to disclosure by the Loan Parties, provided that, in the case of
information received from the Loan Parties after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

         Each of the Administrative Agent, the Lenders and the L/C Issuer
acknowledges that (a) the Information may include material non-public
information concerning the Loan Parties, (b) it has developed compliance
procedures regarding the use of material non-public information and (c) it will
handle such material non-public information in accordance with applicable Law,
including Federal and state securities Laws.

         11.08 SET-OFF.

         If an Event of Default shall have occurred and be continuing, each
Lender, the L/C Issuer and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
applicable law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final, in whatever currency) at any time held and
other obligations (in whatever currency) at any time owing by such Lender, the
L/C Issuer or any such Affiliate to or for the credit or the account of any Loan
Party against any and all of the obligations of such Loan Party now or hereafter
existing under any of the Loan Documents to such Lender or the L/C Issuer,
irrespective of whether or not such Lender or the L/C Issuer shall have made any
demand under such Loan Documents and although such obligations of such Loan
Party may be contingent or unmatured or are owed to a branch or office of such
Lender or the



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L/C Issuer different from the branch or office holding such deposit or obligated
on such indebtedness. The rights of each Lender, the L/C Issuer and their
respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, the L/C Issuer or
their respective Affiliates may have. Each Lender and the L/C Issuer agrees to
notify the Borrower and the Administrative Agent promptly after any such setoff
and application, provided that the failure to give such notice shall not affect
the validity of such setoff and application

         11.09 INTEREST RATE LIMITATION.

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

         11.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS.

         This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract. This Agreement and the other Loan Documents constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof. Except as provided in Section 5.01, this Agreement
shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties
hereto. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

         11.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by
the Administrative Agent and each Lender, regardless of any investigation made
by the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge



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of any Default at the time of any Credit Extension, and shall continue in full
force and effect until such time as the Obligations under the Loan Documents
have been Fully Satisfied.

         11.12 SEVERABILITY.

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

         11.13 REPLACEMENT OF LENDERS.

         If (i) any Lender requests compensation under Section 3.04, (ii) the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01 or
is required to convert Eurodollar Rate Loans to Base Rate Loans pursuant to
Section 3.02, or (iii) any Lender is a Defaulting Lender, then the Borrower may,
at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 11.06), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee
that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment), provided that:

                  (a) the Borrower shall have paid to the Administrative Agent
         the assignment fee specified in Section 11.06(b);

                  (b) such Lender shall have received payment of an amount equal
         to the outstanding principal of its Loans and L/C Advances, accrued
         interest thereon, accrued fees and all other amounts payable to it
         hereunder and under the other Loan Documents (including any amounts
         under Section 3.05) from the assignee (to the extent of such
         outstanding principal and accrued interest and fees) or the Borrower
         (in the case of all other amounts);

                  (c) in the case of any such assignment resulting from a claim
         for compensation under Section 3.04 or payments required to be made
         pursuant to Section 3.01, such assignment will result in a reduction in
         such compensation or payments thereafter; and

                  (d) such assignment does not conflict with applicable Laws.



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A Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.

         11.14 GOVERNING LAW; JURISDICTION; ETC.

         (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, the LAW OF THE STATE OF NEW YORK.

         (b) SUBMISSION TO JURISDICTION. EACH OF THE LOAN PARTIES IRREVOCABLY
AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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. NO PROVISION OF ANY
THE LOAN DOCUMENTS SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY
LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THE LOAN DOCUMENTS AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE
COURTS OF ANY JURISDICTION.

        (c) WAIVER OF VENUE. EACH OF THE LOAN PARTIES IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.

         (d) SERVICE OF PROCESS. EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS
TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NO
PROVISION OF ANY THE LOAN DOCUMENTS WILL AFFECT THE RIGHT OF ANY OF THE PARTIES
HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.



                                      108
<PAGE>


         11.15 WAIVER OF JURY TRIAL.

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

         11.16 TERM OF AGREEMENT; TERMINATION.

         The term of this Agreement shall be until the Obligations under the
Loan Documents (other than Obligations arising under Swap Contracts between any
Loan Party and any counterparty that is not at such time a Lender or an
Affiliate thereof) have been Fully Satisfied. The Administrative Agent shall be
permitted to execute and deliver written evidence of the termination of this
Agreement (including the Guaranty) and the other Loan Documents and the release
of all security interests created by the Collateral Documents at such time as
the Obligations (other than Obligations arising under Swap Contracts between any
Loan Party and any counterparty that is not at such time a Lender or an
Affiliate thereof) have been Fully Satisfied, and the Administrative Agent shall
have no obligation or duty to notify any Person that is not at such time a
Lender (or an Affiliate thereof) of the termination of the Loan Documents
(including the Guaranty) and release of security interests.

         11.17 USA PATRIOT ACT NOTICE.

         Each Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies each Loan Party that pursuant to the requirements of the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
"Act"), it is required to obtain, verify and record information that identifies
such 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 Act.

         11.18 SUBORDINATION OF INTERCOMPANY DEBT.

         Each of the Loan Parties agrees that all intercompany Indebtedness
among any of the Loan Parties (the "Intercompany Debt") is subordinated in right
of payment, to the prior payment in full of all Obligations. Notwithstanding any
provision of any Loan Document to the contrary, provided that no Event of
Default has occurred and is continuing, the Loan Parties may make



                                      109
<PAGE>


and receive payments with respect to the Intercompany Debt to the extent
otherwise permitted by this Agreement; provided, that, in the event of and
during the continuation of any Event of Default, no payment shall be made by or
on behalf of any Loan Party on account of any Intercompany Debt. In the event
that any Loan Party receives any payment of any Intercompany Debt at a time when
such payment is prohibited by this Section 11.18, such payment shall be held by
such Loan Party, in trust for the benefit of, and shall be paid forthwith over
and delivered, upon written request, to, the Administrative Agent.





        [The remainder of this page has been left blank intentionally.]



                                      110
<PAGE>


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

                                  AMERICAN COLOR GRAPHICS, INC.


                                  By: /s/ Patrick W. Kellick
                                  ----------------------------------------------
                                  Name: Patrick W. Kellick
                                  Title: Senior Vice President and Chief
                                         Financial Officer


                                  ACG HOLDINGS, INC.


                                  By: /s/ Timothy M. Davis
                                  ----------------------------------------------
                                  Name: Timothy M. Davis
                                  Title: Senior Vice President/Administration,
                                         Secretary and General Counsel



<PAGE>


                                  BANK OF AMERICA, N.A.,
                                  as Administrative Agent


                                  By: /s/ Charles Graber
                                  ----------------------------------------------
                                  Name: Charles Graber
                                  Title: Vice President



<PAGE>


                                  BANK OF AMERICA, N.A.,
                                  as L/C Issuer


                                  By: /s/ John A. Fulton
                                  ----------------------------------------------
                                  Name: John A. Fulton
                                  Title: Vice President



<PAGE>


                                  BANC OF AMERICA SECURITIES LLC
                                  AS AGENT FOR BANK OF AMERICA, N.A.,
                                  as Lender


                                  By:  /s/ Toby Gilbert
                                  ----------------------------------------------
                                  Name: Toby Gilbert
                                  Title: Associate



<PAGE>


                                   EXHIBIT B-1

                             FORM OF REVOLVING NOTE

                                                              ____________, 20__

         FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises
to pay to _____________________ or its registered assigns (the "Lender"), in
accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Revolving Loan from time to time made by the Lender to
the Borrower under that certain Amended and Restated Credit Agreement, dated as
of May ___, 2005 (as amended, modified, restated or supplemented from time to
time, the "Agreement;" the terms defined therein being used herein as therein
defined), among the Borrower, the Guarantors from time to time party thereto,
the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent and L/C Issuer.

         The Borrower promises to pay interest on the unpaid principal amount of
each Revolving Loan from the date of such Revolving Loan until such principal
amount is paid in full, at such interest rates and at such times as provided in
the Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent's Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall thereafter bear interest,
to be paid upon demand, until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.

         This Note is one of the Notes referred to in the Agreement, is entitled
to the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. This Note is also entitled to the
benefits of the Guaranty and is secured by the Collateral. Upon the occurrence
and continuation of one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Note shall become, or may
be declared to be, immediately due and payable all as provided in the Agreement.
Revolving Loans made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of business
and otherwise as provided in the Agreement. The Lender may also attach schedules
to this Note and endorse thereon the date, amount and maturity of its Revolving
Loans and payments with respect thereto.

         The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.


                                       AMERICAN COLOR GRAPHICS, INC.

                                       By:
                                             -----------------------------------
                                       Name:
                                             -----------------------------------
                                       Title:
                                             -----------------------------------



<PAGE>


                                   EXHIBIT B-2

                                FORM OF TERM NOTE


                                                               ___________, 20__

         FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises
to pay to _____________________ or its registered assigns (the "Lender"), in
accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Term Loan from time to time made by the Lender to the
Borrower under that certain Amended and Restated Credit Agreement, dated as of
May , 2005 (as amended, modified, restated or supplemented from time to time,
the "Agreement;" the terms defined therein being used herein as therein
defined), among the Borrower, the Guarantors from time to time party thereto,
the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent and L/C Issuer.

         The Borrower promises to pay interest on the unpaid principal amount of
each Term Loan from the date of such Term Loan until such principal amount is
paid in full, at such interest rates and at such times as provided in the
Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent's Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall thereafter bear interest,
to be paid upon demand, until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.

         This Note is one of the Notes referred to in the Agreement, is entitled
to the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. This Note is also entitled to the
benefits of the Guaranty and is secured by the Collateral. Upon the occurrence
and continuation of one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Note shall become, or may
be declared to be, immediately due and payable all as provided in the Agreement.
Term Loans made by the Lender shall be evidenced by one or more loan accounts or
records maintained by the Lender in the ordinary course of business and
otherwise as provided in the Agreement. The Lender may also attach schedules to
this Note and endorse thereon the date, amount and maturity of its Term Loans
and payments with respect thereto.

         The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.


                                       AMERICAN COLOR GRAPHICS, INC.

                                       By:
                                             -----------------------------------
                                       Name:
                                             -----------------------------------
                                       Title:
                                             -----------------------------------