<PAGE>

                                CREDIT AGREEMENT


                           Dated as of April 25, 2001


                                      among


                                ICT GROUP, INC.,
                                  as Borrower,


                      CERTAIN SUBSIDIARIES OF THE BORROWER,
                                 as Guarantors,


                            THE LENDERS NAMED HEREIN


                                       AND


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


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


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


                                FLEET BANK, N.A.,
                             as Documentation Agent


<PAGE>
                                TABLE OF CONTENTS
                                      Page
<TABLE>
<CAPTION>
<S>      <C>                                                                                                     <C>
SECTION 1  DEFINITIONS............................................................................................1
         1.1      Definitions.....................................................................................1
         1.2      Computation of Time Periods....................................................................24
         1.3      Accounting Terms...............................................................................24
         1.4      Currency Equivalents Generally.................................................................25
         1.5      Introduction of Euro; National Currency Unit Advances, Etc.....................................25

SECTION 2  CREDIT FACILITIES.....................................................................................25
         2.1      Commitments....................................................................................25
         2.2      Method of Borrowing............................................................................26
         2.3      Interest.......................................................................................28
         2.4      Repayment......................................................................................28
         2.5      Notes..........................................................................................28
         2.6      Additional Provisions relating to Letters of Credit............................................28
         2.7      Additional Provisions relating to Swingline Loans..............................................32

SECTION 3  OTHER PROVISIONS RELATING TO CREDIT FACILITIES........................................................33
         3.1      Default Rate...................................................................................33
         3.2      Extension and Conversion.......................................................................33
         3.3      Prepayments....................................................................................34
         3.4      Reduction and Termination of Commitments.......................................................35
         3.5      Fees...........................................................................................35
         3.6      Capital Adequacy...............................................................................36
         3.7      Limitation on Eurocurrency Loans...............................................................37
         3.8      Illegality.....................................................................................37
         3.9      Requirements of Law............................................................................37
         3.10     Treatment of Affected Loans....................................................................38
         3.11     Taxes..........................................................................................39
         3.12     Compensation...................................................................................41
         3.13     Pro Rata Treatment.............................................................................41
         3.14     Sharing of Payments............................................................................42
         3.15     Payments, Computations, Etc....................................................................43
         3.16     Evidence of Debt...............................................................................44

SECTION 4  GUARANTY..............................................................................................45
         4.1      The Guaranty...................................................................................45
         4.2      Obligations Unconditional......................................................................46
         4.3      Reinstatement..................................................................................47
         4.4      Certain Additional Waivers.....................................................................47
         4.5      Remedies.......................................................................................47
         4.6      Rights of Contribution.........................................................................47
         4.7      Guarantee of Payment; Continuing Guarantee.....................................................48

SECTION 5  CONDITIONS............................................................................................48
         5.1      Closing Conditions.............................................................................48
         5.2      Conditions to all Extensions of Credit.........................................................51
</TABLE>

                                       i
<PAGE>
<TABLE>
<CAPTION>
<S>      <C>                                                                                                    <C>
SECTION 6  REPRESENTATIONS AND WARRANTIES........................................................................51
         6.1      Financial Condition............................................................................51
         6.2      No Changes or Restricted Payments..............................................................52
         6.3      Organization; Existence; Compliance with Law...................................................52
         6.4      Power; Authorization; Enforceable Obligations..................................................52
         6.5      No Legal Bar...................................................................................53
         6.6      No Material Litigation and Disputes............................................................53
         6.7      No Defaults....................................................................................53
         6.8      Ownership and Operation of Property............................................................53
         6.9      Intellectual Property..........................................................................53
         6.10     No Burdensome Restrictions.....................................................................54
         6.11     Taxes..........................................................................................54
         6.12     ERISA..........................................................................................54
         6.13     Governmental Regulations, Etc..................................................................55
         6.14     Subsidiaries...................................................................................56
         6.15     Purpose of Extensions of Credit................................................................56
         6.16     Environmental Matters..........................................................................56
         6.17     No Material Misstatements......................................................................57
         6.18     Labor Matters..................................................................................57
         6.19     Security Documents.............................................................................58
         6.20     Location of Real Property and Leased Premises..................................................58
         6.21     Solvency.......................................................................................58
         6.22     No Other Broker's Fees.........................................................................59

SECTION 7  AFFIRMATIVE COVENANTS.................................................................................59
         7.1      Information Covenants..........................................................................59
         7.2      Preservation of Existence and Franchises.......................................................62
         7.3      Books and Records..............................................................................62
         7.4      Compliance with Law............................................................................62
         7.5      Payment of Taxes and Other Indebtedness........................................................62
         7.6      Insurance......................................................................................63
         7.7      Maintenance of Property........................................................................63
         7.8      Performance of Obligations.....................................................................63
         7.9      Use of Proceeds................................................................................63
         7.10     Audits/Inspections.............................................................................64
         7.11     Financial Covenants............................................................................64
         7.12     Additional Guarantors..........................................................................64

SECTION 8  NEGATIVE COVENANTS....................................................................................66
         8.1      Indebtedness...................................................................................66
         8.2      Liens..........................................................................................67
         8.3      Nature of Business.............................................................................67
         8.4      Merger and Consolidation, Dissolution and Acquisitions.........................................67
         8.5      Asset Dispositions.............................................................................68
         8.6      Investments....................................................................................68
         8.7      Restricted Payments............................................................................68
         8.8      Modifications and Payments in respect of Funded Debt...........................................69
         8.9      Transactions with Affiliates...................................................................69
         8.10     Fiscal Year; Organizational Documents..........................................................69
</TABLE>

                                       ii
<PAGE>

<TABLE>
<CAPTION>

<S>      <C>                                                                                                    <C>
         8.11     Limitation on Restricted Actions...............................................................70
         8.12     Ownership of Subsidiaries......................................................................70
         8.13     Sale Leasebacks................................................................................70
         8.14     No Further Negative Pledges....................................................................70

SECTION 9  EVENTS OF DEFAULT.....................................................................................71
         9.1      Events of Default..............................................................................71
         9.2      Acceleration; Remedies.........................................................................73

SECTION 10  AGENCY PROVISIONS....................................................................................74
         10.1     Appointment, Powers and Immunities.............................................................74
         10.2     Reliance by Administrative Agent...............................................................74
         10.3     Defaults.......................................................................................75
         10.4     Rights as a Lender.............................................................................75
         10.5     Indemnification................................................................................75
         10.6     Non-Reliance on Administrative Agent and Other Lenders.........................................76
         10.7     Successor Administrative Agent.................................................................76

SECTION 11  MISCELLANEOUS........................................................................................77
         11.1     Notices........................................................................................77
         11.2     Right of Set-Off; Adjustments..................................................................78
         11.3     Benefit of Agreement...........................................................................79
         11.4     No Waiver; Remedies Cumulative.................................................................80
         11.5     Expenses; Indemnification......................................................................81
         11.6     Amendments, Waivers and Consents...............................................................82
         11.7     Counterparts...................................................................................83
         11.8     Headings.......................................................................................83
         11.9     Survival.......................................................................................83
         11.10    Governing Law; Submission to Jurisdiction; Venue...............................................83
         11.11    Severability...................................................................................84
         11.12    Entirety.......................................................................................84
         11.13    Binding Effect; Termination....................................................................84
         11.14    Confidentiality................................................................................84
         11.15    Source of Funds................................................................................85
         11.16    Judgment Currency..............................................................................85
         11.17    Conflict.......................................................................................86


</TABLE>
                                      iii
<PAGE>

                                    SCHEDULES
<TABLE>
<CAPTION>

<S>                        <C>
Schedule 2.1               Lenders and Commitments
Schedule 2.2(a)(i)         Form of Notice of Borrowing
Schedule 2.2(a)(ii)        Form of Notice of Request of Letter of Credit
Schedule 2.5               Form of Revolving Note
Schedule 3.2               Form of Notice of Extension/Conversion
Schedule 5.1(g)(v)         Form of Officer's Certificate
Schedule 6.2               Material Sales, Material Acquisitions and Restricted Payments
Schedule 6.8               Liens
Schedule 6.14              Subsidiaries
Schedule 6.18              Labor Matters
Schedule 6.20(a)           Locations of Owned and Leased Real Property
Schedule 6.20(b)           Locations of Tangible Personal Property
Schedule 6.20(c)           Locations of Chief Executive Office/Principal Place of Business
Schedule 7.1(c)            Form of Officer's Compliance Certificate
Schedule 7.6               Insurance
Schedule 7.12              Form of Joinder Agreement
Schedule 8.1               Indebtedness
Schedule 8.6               Investments
Schedule 8.11              Limitation on Restricted Actions
Schedule 8.12              Ownership of Subsidiaries
Schedule 11.1              Lenders' Addresses
Schedule 11.3(b)           Form of Assignment and Acceptance
</TABLE>


                                       iv

<PAGE>
                                CREDIT AGREEMENT


         THIS CREDIT AGREEMENT, dated as of April 25, 2001 (the "Credit
Agreement"), is by and among ICT GROUP, INC., a Pennsylvania corporation (the
"Borrower"), the Subsidiaries of the Borrower identified as Guarantors on the
signature pages hereto and such other Subsidiaries and Affiliates of the
Borrower as may from time to time become Guarantors hereunder in accordance with
the provisions hereof (the "Guarantors"), the lenders named herein and such
other lenders as may become a party hereto (the "Lenders"), and BANK OF AMERICA,
N.A., as Administrative Agent for the Lenders (in such capacity, the
"Administrative Agent").

                               W I T N E S S E T H

         WHEREAS, the Credit Parties have requested that the Lenders provide $85
million in credit facilities for the purposes hereinafter set forth; and

         WHEREAS, the Lenders have agreed to make the requested credit
facilities available to the Borrower on the terms and conditions hereinafter set
forth.

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


                                    SECTION 1

                                   DEFINITIONS

1.1      Definitions.

         As used in this Credit Agreement, the following terms shall have the
meanings specified below unless the context otherwise requires:

                  "Acquisition", by any Person, means the purchase or
         acquisition by such Person of any Capital Stock of another Person other
         than a Credit Party or all or any substantial portion of the Property
         (other than Capital Stock) of another Person other than a Credit Party,
         whether or not involving a merger or consolidation with such other
         Person.

                  "Adjusted Base Rate" means the Base Rate plus the Applicable
         Percentage.

                  "Adjusted Eurocurrency Rate" means the Eurocurrency Rate plus
         the Applicable Percentage plus the MLA Cost, if any.

                  "Administrative Agent" shall have the meaning provided in the
         heading hereof, together with any successors or assigns.

                  "Administrative Agent's Fee Letter" means that certain letter
         agreement, dated as of March 9, 2001, between the Administrative Agent
         and the Borrower, as amended, modified, restated or supplemented from
         time to time.

<PAGE>

                  "Affiliate" means, with respect to any Person, any other
         Person (i) directly or indirectly controlling or controlled by or under
         direct or indirect common control with such Person or (ii) directly or
         indirectly owning or holding five percent (5%) or more of the Capital
         Stock in such Person. For purposes of this definition, "control" when
         used with respect to any Person means the power to direct the
         management and policies of such Person, directly or indirectly, whether
         through the ownership of voting securities, by contract or otherwise;
         and the terms "controlling" and "controlled" have meanings correlative
         to the foregoing.

                  "Aggregate Foreign Currency Committed Amount" shall have the
         meaning provided to such term in Section 2.1(a).

                  "Aggregate Revolving Committed Amount" shall have the meaning
         provided such term in Section 2.1(a).

                  "Applicable Currency" means, with respect to any Revolving
         Loan, Dollars or the Available Foreign Currency in which such Revolving
         Loan is denominated.

                  "Applicable Lending Office" means, for each Lender, the office
         of such Lender (or of an Affiliate of such Lender) as such Lender may
         from time to time specify to the Administrative Agent and the Borrower
         by written notice as the office by which its Eurocurrency Loans are
         made and maintained.

                  "Applicable Percentage" means for any day, the rate per annum
         set forth below opposite the applicable Consolidated Leverage Ratio
         then in effect, it being understood that the Applicable Percentage for
         (i) Base Rate Loans shall be the percentage set forth under the column
         "Base Rate Margin", (ii) Eurocurrency Loans shall be the percentage set
         forth under the column "Eurocurrency Margin", (iii) the Low Usage Fee
         shall be the percentage set forth under the column "Low Usage Fee" and
         (iv) the Commitment Fee shall be the percentage set forth under the
         column "Commitment Fee":
<TABLE>
<CAPTION>
                  Consolidated
    Pricing         Leverage         Base Rate                                                        Commitment
     Level           Ratio             Margin         Eurocurrency Margin        Low Usage Fee           Fee
     -----           -----             ------         -------------------        -------------           ---
<S>                    <C>             <C>                   <C>                     <C>                <C>
       I              <1.0             0.00%                 1.25%                   0.05%              0.250%
      II         >1.0 but <1.5         0.00%                 1.50%                   0.05%              0.300%
     III         >1.5 but <2.0         0.25%                 1.75%                   0.00%              0.375%
      IV              >2.0             0.50%                 2.25%                   0.00%              0.500%
</TABLE>

         The Applicable Percentage shall be determined and adjusted on each of
         the following dates (each a "Rate Determination Date") five (5)
         Business Days after the date by which each annual and quarterly
         compliance certificates and related financial statements and
         information are required in accordance with the provisions of Sections
         7.1(a), (b) and (c), as appropriate; provided that:

                           (i) the initial Applicable Percentages shall be based
                  on pricing level II and shall remain in effect at such pricing
                  level (or any higher (more expensive) pricing level as would
                  otherwise apply) until the first Rate Determination Date to

<PAGE>

                  occur in connection with the delivery of the quarterly
                  financial statements and appropriate compliance certificate
                  for the fiscal quarter ending September 30, 2001, after the
                  Closing Date, and

                           (ii) notwithstanding the foregoing, in the event an
                  annual or quarterly compliance certificate and related
                  financial statements and information are not delivered timely
                  to the Administrative Agent and the Lenders by the date
                  required by Section 7.1(a), (b) or (c), as appropriate, then
                  (A) the Applicable Percentages shall be determined and
                  adjusted upon delivery of the appropriate compliance
                  certificate and related financial statements and information
                  and (B) (i) if the applicable pricing level is thereupon
                  adjusted to a higher (more expensive) level, then such
                  adjustment shall be retroactive to the date such compliance
                  certificates and related financial statements and information
                  were required to be delivered by Section 7.1(a), (b) or (c),
                  as appropriate, and (ii) if the applicable pricing level is
                  thereupon adjusted to a lower (less expensive) level, then
                  such adjustment shall be retroactive to the date such
                  compliance certificates and related financial statements and
                  information were actually delivered.

         Subject to the qualifications set forth above, each Applicable
         Percentage shall be effective from a Rate Determination Date until the
         next Rate Determination Date. The Administrative Agent shall determine
         the appropriate Applicable Percentages in the pricing matrix promptly
         upon receipt of the quarterly or annual compliance certificate and
         related financial information and shall promptly notify the Borrower
         and the Lenders of any change thereof. Such determinations by the
         Administrative Agent shall be conclusive absent manifest error.
         Adjustments in the Applicable Percentages shall be effective as to
         existing Extensions of Credit as well as new Extensions of Credit made
         thereafter.

                  "Asset Disposition" shall mean and include (i) the sale, lease
         or other disposition of any Property by any member of the Consolidated
         Group (including the Capital Stock of a Subsidiary), but for purposes
         hereof shall not include, in any event, (A) the sale of inventory in
         the ordinary course of business, (B) the sale, lease or other
         disposition of machinery and equipment no longer used or useful in the
         conduct of business, (C) a sale, lease, transfer or disposition of
         Property to a Credit Party and (D) a Sale and Leaseback Transactions,
         and (ii) receipt by any member of the Consolidated Group of any cash
         insurance proceeds or condemnation award payable by reason of theft,
         loss, physical destruction or damage, taking or similar event with
         respect to any of its Property.

                  "Australian Dollars" means the unit of lawful currency of
         Australia.

                  "Available Foreign Currency" means (a) British Pounds
         Sterling, (b) Australian Dollars, (c) euro, (d) Irish Pounds, (e)
         Canadian Dollars and (f) any other currency which is (i) freely traded
         in the offshore interbank foreign exchange markets, freely transferable
         and freely convertible into Dollars and readily utilized for the
         settlement of private international debt transactions and (ii)
         requested by the Borrower and approved by each Lender.

                  "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.

<PAGE>

                  "Bankruptcy Event" means, with respect to any Person, the
         occurrence of any of the following with respect to such Person: (i) a
         court or governmental agency having jurisdiction in the premises shall
         enter a decree or order for relief in respect of such Person in an
         involuntary case under any applicable bankruptcy, insolvency or other
         similar law now or hereafter in effect, or appointing a receiver,
         liquidator, assignee, custodian, trustee, sequestrator (or similar
         official) of such Person or for any substantial part of its Property or
         ordering the winding up or liquidation of its affairs; or (ii) there
         shall be commenced against such Person an involuntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, or any case, proceeding or other action for the appointment
         of a receiver, liquidator, assignee, custodian, trustee, sequestrator
         (or similar official) of such Person or for any substantial part of its
         Property or for the winding up or liquidation of its affairs, and such
         involuntary case or other case, proceeding or other action shall remain
         undismissed, undischarged or unbonded for a period of sixty (60)
         consecutive days; or (iii) such Person shall commence a voluntary case
         under any applicable bankruptcy, insolvency or other similar law now or
         hereafter in effect, or consent to the entry of an order for relief in
         an involuntary case under any such law, or consent to the appointment
         or taking possession by a receiver, liquidator, assignee, custodian,
         trustee, sequestrator (or similar official) of such Person or for any
         substantial part of its Property or make any general assignment for the
         benefit of creditors; or (iv) such Person shall be unable to, or shall
         admit in writing its inability to, pay its debts generally as they
         become due.

                  "Base Rate" means, for any day, the rate per annum equal to
         the higher of (a) the Federal Funds Rate for such day plus one-half of
         one percent (0.5%) and (b) the Prime Rate for such day. Any change in
         the Base Rate due to a change in the Prime Rate or the Federal Funds
         Rate shall be effective on the effective date of such change in the
         Prime Rate or Federal Funds Rate.

                  "Base Rate Loan" means any Loan bearing interest at a rate
         determined by reference to the Base Rate.

                  "Borrower" means ICT Group, Inc., a Pennsylvania corporation,
         as referenced in the opening paragraph, its successors and permitted
         assigns.

                  "Brennan Family" means John J. Brennan and Donald P. Brennan
         and their respective spouses and children; trusts established for the
         benefit of any or all of the foregoing; and partnership, trusts,
         limited liability companies and other companies under majority control
         of John J. Brennan and/or Donald P. Brennan.

                  "British Pounds Sterling" means the lawful currency of the
         United Kingdom.

                  "Business Day" means any day that (a) the Trans-European
         Automated Real-time Gross settlement Express Transfer system is
         scheduled to be open for business and (b) banks are generally open for
         business in London, Frankfurt, Charlotte, North Carolina and/or in any
         other principal financial center as the Administrative Agent shall from
         time to time determine for this purpose.

                  "Canadian Dollars" means the lawful currency of Canada.

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

<PAGE>

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

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

                  "Change of Control" means the occurrence of any of the
         following events: (i) the Brennan Family shall at any time fail to own
         more than 35% of the combined voting power of all Voting Stock of the
         Borrower, (ii) any Person or two or more Persons acting in concert
         shall have acquired beneficial ownership, directly or indirectly, of,
         or shall have acquired by contract or otherwise, or shall have entered
         into a contract or arrangement that, upon consummation, will result in
         its or their acquisition of or control over, Voting Stock of the
         Borrower (or other securities convertible into such Voting Stock)
         representing a greater percentage of the combined voting power of all
         Voting Stock of the Borrower than the percentage thereof held by the
         Brennan Family, or (iii) during any period of up to 24 consecutive
         months, commencing after the Closing Date, individuals who at the
         beginning of such 24 month period were directors of the Borrower
         (together with any new director whose election by the Borrower's board
         of directors or whose nomination for election by the Borrower's
         shareholders was approved by a vote of at least two-thirds of the
         directors then still in office who either were directors at the
         beginning of such period or whose election or nomination for election
         was previously so approved) cease for any reason to constitute a
         majority of the directors of the Borrower then in office. 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.

<PAGE>
                  "Closing Date" means the date hereof.

                  "Collateral" means a collective reference to the collateral
         that is identified in, and at any time is covered by, the Collateral
         Documents.

                  "Collateral Documents" means a collective reference to the
         Security Agreement, the Pledge Agreement and such other documents
         executed and delivered in connection with the attachment and perfection
         of the Administrative Agent's security interests and liens arising
         thereunder, including without limitation UCC financing statements and
         patent, trademark and copyright filings.

                  "Commitment" means the Revolving Commitment, the LOC
         Commitment and the Swingline Commitment.

                  "Commitment Fee" shall have the meaning provided in Section
         3.5(a).

                  "Commitment Period" means the period from and including the
         Closing Date to but not including the earlier of (i) the Termination
         Date or (ii) the date on which the Commitments terminate in accordance
         with the provisions of this Credit Agreement.

                  "Committed Amount" means any of the Revolving Committed
         Amount, the LOC Committed Amount and/or the Swingline Committed Amount.

                  "Consolidated Capital Expenditures" means, for any period for
         the Consolidated Group, without duplication, all expenditures (whether
         paid in cash or other consideration) during such period that, in
         accordance with GAAP, are or should be included in additions to
         property, plant and equipment or similar items reflected in the
         consolidated statement of cash flows for such period; provided, that
         Consolidated Capital Expenditures shall not include, for purposes
         hereof, expenditures of proceeds of insurance settlements, condemnation
         awards and other settlements in respect of lost, destroyed, damaged or
         condemned assets, equipment or other property to the extent such
         expenditures are made to replace or repair such lost, destroyed,
         damaged or condemned assets, equipment or other property or otherwise
         to acquire assets or properties useful in the business of the members
         of the Consolidated Group.

                  "Consolidated EBITDA" means, for any period for the
         Consolidated Group, the sum of (i) Consolidated Net Income, plus (ii)
         to the extent deducted in determining net income, (A) Consolidated
         Interest Expense, (B) taxes and (C) depreciation and amortization, in
         each case on a consolidated basis determined in accordance with GAAP.
         Except as otherwise expressly provided, the applicable period shall be
         the four consecutive fiscal quarters ending as of the date of
         determination.

                  "Consolidated EBITDAR" means, for any period for the
         Consolidated Group, the sum of (i) Consolidated EBITDA, plus (ii) rent
         and lease expense, minus (iii) cash taxes paid, in each case determined
         on a consolidated basis in accordance with GAAP. Except as otherwise
         expressly provided, the applicable period shall be the four consecutive
         fiscal quarters ending as of the date of determination.

                  "Consolidated Fixed Charge Coverage Ratio" means, for any
         period, the ratio of Consolidated EBITDAR to Consolidated Fixed
         Charges.

<PAGE>

                  "Consolidated Fixed Charges" means, for any period for the
         Consolidated Group, the sum of (i) Consolidated Interest Expense, plus
         (ii) rent and lease expense, plus (iii) scheduled payments of principal
         of Consolidated Funded Debt (including, for purposes hereof, scheduled
         reductions in commitments resulting in mandatory repayments of
         principal), in each case on a consolidated basis determined in
         accordance with GAAP. Except as otherwise expressly provided, the
         applicable period shall be the four consecutive fiscal quarters ending
         as of the date of determination.

                  "Consolidated Group" means the Borrower and its consolidated
         subsidiaries, as determined in accordance with GAAP.

                  "Consolidated Interest Expense" means, for any period for the
         Consolidated Group, all interest expense, including the amortization of
         debt discount and premium, the interest component under Capital Leases
         and the implied interest component under Securitization Transactions,
         in each case on a consolidated basis determined in accordance with
         GAAP. Except as expressly provided otherwise, the applicable period
         shall be the four consecutive fiscal quarters ending as of the date of
         determination.

                  "Consolidated Net Income" means, for any period for the
         Consolidated Group, net income (or loss) determined on a consolidated
         basis in accordance with GAAP, but excluding for purposes of
         determining the Consolidated Leverage Ratio and the Consolidated Fixed
         Charge Coverage Ratio any extraordinary gains or losses and related tax
         effects thereon. Except as otherwise expressly provided, the applicable
         period shall be the four consecutive fiscal quarters ending as of the
         date of determination.

                  "Consolidated Net Worth" means, as of any date, consolidated
         shareholders' equity or net worth of the Consolidated Group as
         determined in accordance with GAAP.

                  "Consolidated Funded Debt" means Funded Debt of the
         Consolidated Group determined on a consolidated basis in accordance
         with GAAP.

                  "Consolidated Leverage Ratio" means, as of the last day of
         each fiscal quarter, the ratio of Consolidated Funded Debt on such day
         to Consolidated EBITDA for the period of four consecutive fiscal
         quarters ending as of such day.

                  "Consolidated Revenues" means, for any period for the
         Consolidated Group, revenues determined on a consolidated basis in
         accordance with GAAP.

                  "Continue", "Continuation", and "Continued" shall refer to the
         continuation pursuant to Section 3.2 hereof of a Eurocurrency Loan from
         one Interest Period to the next Interest Period.

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

                  "Convert", "Conversion", and "Converted" shall refer to a
         conversion pursuant to Section 3.2 or Sections 3.7 through 3.12,
         inclusive, of a Base Rate Loan into a Eurocurrency Loan.

<PAGE>

                  "Credit Documents" means, collectively, this Credit Agreement,
         the Notes, the LOC Documents, the Collateral Documents, the
         Administrative Agent's Fee Letter, and all other related agreements and
         documents issued or delivered hereunder or thereunder or pursuant
         hereto or thereto.

                  "Credit Party" means any of the Borrower and the Guarantors.

                  "Debt Transaction" means, with respect to any member of the
         Consolidated Group, any sale, issuance, placement, assumption or
         guaranty of Subordinated Debt, whether or not evidenced by promissory
         note or other written evidence of indebtedness.

                  "Default" means any event, act or condition which with notice
         or lapse of time, or both, would constitute an Event of Default.

                  "Defaulting Lender" means, at any time, any Lender that (a)
         has failed to make a Loan or purchase a Participation Interest required
         pursuant to the terms of this Credit Agreement within one Business Day
         of when due, (b) other than as set forth in (a) above, has failed to
         pay to the Administrative Agent or any Lender an amount owed by such
         Lender pursuant to the terms of this Credit Agreement within one
         Business Day of when due, unless such amount is subject to a good faith
         dispute or (c) has been deemed insolvent or has become subject to a
         bankruptcy or insolvency proceeding or with respect to which (or with
         respect to any of the assets of which) a receiver, trustee or similar
         official has been appointed.

                  "Determination Date" means (a) the date of any requested
         borrowing of a Foreign Currency Loan, (b) the date of any requested
         Conversion into, or Continuation of, a Foreign Currency Loan, (c) the
         last Business Day of each month, (d) the date of any reduction of the
         Aggregate Revolving Committed Amount pursuant to Section 3.4 and (e)
         during the occurrence and continuation of an Event of Default, such
         other dates as may be determined by the Administrative Agent or
         requested by the Required Lenders (but in no event more frequently than
         once a week).

                  "Dollar Amount" means, on any date, (i) as to any amount
         denominated in Dollars, the amount thereof at such time, and (ii) as to
         any amount denominated in Available Foreign Currency, the equivalent
         amount in Dollars as determined by the Administrative Agent at such
         time on the basis of the Spot Rate for the purchase of Dollars with the
         applicable Available Foreign Currency on the most recent Determination
         Date.

                  "Dollars" and "$" means dollars in lawful currency of the
         United States.

                  "Domestic Credit Party" means a Credit Party that is
         incorporated or organized under the laws of any State of the United
         States or the District of Columbia.

                  "Domestic Subsidiary" means any Subsidiary that is
         incorporated or organized under the laws of any State of the United
         States or the District of Columbia.

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
         Lender or any fund that invests in bank loans and is managed by an
         investment advisor to a Lender; and (iii) any other Person approved by
         the Administrative Agent and, unless an Event of Default has occurred
         and is continuing at the time any assignment is effected in accordance
         with Section 11.3, the Borrower (such approval by the Administrative

<PAGE>

         Agent or the Borrower not to be unreasonably withheld or delayed and
         such approval to be deemed given by the Borrower if no objection is
         received by the assigning Lender and the Administrative Agent from the
         Borrower within five Business Days after notice of such proposed
         assignment has been provided by the assigning Lender to the Borrower);
         provided, however, that neither the Borrower nor an Affiliate of the
         Borrower shall qualify as an Eligible Assignee.

                  "Environmental Laws" means any and all lawful and applicable
         federal, state, local and foreign statutes, laws, regulations,
         ordinances, rules, judgments, orders, decrees, permits, concessions,
         grants, franchises, licenses, agreements and other governmental
         restrictions relating to the environment or to emissions, discharges,
         releases or threatened releases of Materials of Environmental Concern
         into the environment including, without limitation, ambient air,
         surface water, ground water, or land, or otherwise relating to the
         manufacture, processing, distribution, use, treatment, storage,
         disposal, transport, or handling of Materials of Environmental Concern.

                  "Equity Transaction" means, with respect to any member of the
         Consolidated Group, any issuance or sale of shares of its capital stock
         or other equity interest, other than an issuance (i) to a member of the
         Consolidated Group, (ii) in connection with a conversion of debt
         securities to equity, (iii) in connection with exercise by a present or
         former employee, officer, director or consultant under a stock
         incentive plan, stock option plan or other equity-based compensation
         plan or arrangement and (iv) of Capital Stock of the Borrower in
         connection with a Permitted Acquisition.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended, and any successor statute thereto, as interpreted by
         the rules and regulations thereunder, all as the same may be in effect
         from time to time. References to sections of ERISA shall be construed
         also to refer to any successor sections.

                  "ERISA Affiliate" means an entity which is under common
         control with any member of the Consolidated Group within the meaning of
         Section 4001(a)(14) of ERISA, or is a member of a group which includes
         any member of the Consolidated Group and which is treated as a single
         employer under Sections 414(b) or (c) of the Internal Revenue Code.

                  "ERISA Event" means (i) with respect to any Plan, the
         occurrence of a Reportable Event or the substantial cessation of
         operations (within the meaning of Section 4062(e) of ERISA); (ii) the
         withdrawal by any member of the Consolidated Group or any ERISA
         Affiliate from a Multiple Employer Plan during a plan year in which it
         was a substantial employer (as such term is defined in Section
         4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan;
         (iii) the distribution of a notice of intent to terminate or the actual
         termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA;
         (iv) the institution of proceedings to terminate or the actual
         termination of a Plan by the PBGC under Section 4042 of ERISA; (v) any
         event or condition which might constitute grounds under Section 4042 of
         ERISA for the termination of, or the appointment of a trustee to
         administer, any Plan; (vi) the complete or partial withdrawal of any
         member of the Consolidated Group or any ERISA Affiliate from a
         Multiemployer Plan; (vii) the conditions for imposition of a lien under
         Section 302(f) of ERISA exist with respect to any Plan; or (viii) the
         adoption of an amendment to any Plan requiring the provision of
         security to such Plan pursuant to Section 307 of ERISA.

<PAGE>

                  "euro" means the single currency of participating member
         states of the European Community.

                  "Eurocurrency Loan" means any Loan that bears interest at a
         rate based upon the Eurocurrency Rate.

                  "Eurocurrency Rate" means, for any Eurocurrency Loan for any
         Interest Period therefor, the rate per annum (rounded upwards, if
         necessary, to the nearest 1/100 of 1%) determined by the Administrative
         Agent to be equal to the quotient obtained by dividing (a) the
         Interbank Offered Rate for such Eurocurrency Loan for such Interest
         Period by (b) 1 minus the Eurocurrency Reserve Requirement for such
         Eurocurrency Loan for such Interest Period.

                  "Eurocurrency Reserve Requirement" means, at any time, the
         maximum rate at which reserves (including, without limitation, any
         marginal, special, supplemental, or emergency reserves) are required to
         be maintained under regulations issued from time to time by the Board
         of Governors of the Federal Reserve System (or any successor) by member
         banks of the Federal Reserve System against "Eurocurrency liabilities"
         (as such term is used in Regulation D). Without limiting the effect of
         the foregoing, the Eurocurrency Reserve Requirement shall reflect any
         other reserves required to be maintained by such member banks with
         respect to (i) any category of liabilities which includes deposits by
         reference to which the Eurocurrency Rate is to be determined, or (ii)
         any category of extensions of credit or other assets which include
         Eurocurrency Loans. The Eurocurrency Rate shall be adjusted
         automatically on and as of the effective date of any change in the
         Eurocurrency Reserve Requirement.

                  "European Community" means those European countries that are
         signatories to the Treaty on European Union.

                  "Event of Default" shall have the meaning provided in Section
         9.1.

                  "Executive Officer" of any Person means any of the chief
         executive officer or the chief financial officer of such Person.

                  "Extension of Credit" means, as to any Lender, the making of,
         or participation in, a Loan by such Lender (including Continuations and
         Conversions thereof) or the issuance or extension of, or participation
         in, a Letter of Credit by such Lender.

                  "Federal Funds Rate" means, for any day, the rate per annum
         (rounded upwards, if necessary, to the nearest 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 the Administrative Agent (in its individual capacity) on
         such day on such transactions as determined by the Administrative
         Agent.

                  "Fees" means all fees payable pursuant to Section 3.5.

<PAGE>


                  "Foreign Currency Loan" means any Revolving Loan denominated
         in Available Foreign Currency.

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

                  "Funded Debt" means, with respect to any Person, without
         duplication, (i) all obligations for borrowed money, (ii) all
         obligations evidenced by bonds, debentures, notes or similar
         instruments, or upon which interest payments are customarily made,
         (iii) all purchase money Indebtedness (including for purposes hereof,
         indebtedness and obligations in respect of conditional sale or title
         retention arrangements included in clause (c) of the definition of
         "Indebtedness" and obligations in respect of the deferred purchase
         price of property or services included in clause (d) of the definition
         of "Indebtedness"), including without limitation the principal portion
         of all obligations under Capital Leases, (iv) all Support Obligations
         with respect to Funded Debt of another Person, (v) the maximum
         available amount of all standby letters of credit or acceptances issued
         or created, (vi) all Funded Debt of another Person secured by a Lien on
         any Property, whether or not such Funded Debt has been assumed,
         provided that for purposes hereof the amount of such Funded Debt shall
         be limited to the amount of such Funded Debt as to which there is
         recourse or the fair market value of the property which is subject to
         the Lien, if less, (vii) the outstanding attributed principal amount
         under any Securitization Transaction, (viii) the principal balance
         outstanding under Synthetic Leases and (ix) the amount of all
         contingent obligations (including, without limitation, obligations to
         make earn-out payments) incurred in connection with Permitted
         Acquisitions or Acquisitions consummated prior to the Closing Date to
         the extent that such amounts are reasonably likely to be payable as
         determined by the Administrative Agent in its reasonable discretion.
         The Funded Debt of any Person shall include the Funded Debt of any
         partnership or joint venture in which such Person is a general partner
         or joint venturer, but only to the extent to which there is recourse to
         such Person for the payment of such Funded Debt.

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

                  "Governmental Authority" means any federal, state, local or
         foreign court or governmental agency, authority, instrumentality or
         regulatory body.

                  "Guaranteed Obligations" means, without duplication, (i) all
         of the obligations of the Borrower to the Lenders (including the
         Issuing Lender) and the Administrative Agent, whenever arising, under
         this Credit Agreement, the Notes, the Collateral Documents or any of
         the other Credit Documents (including, but not limited to, any interest
         accruing after the occurrence of a Bankruptcy Event with respect to any
         Credit Party, regardless of whether such interest is an allowed claim
         under the Bankruptcy Code) and (ii) all liabilities and obligations,
         whenever arising, owing from any Credit Party to any Lender, or any
         Affiliate of a Lender, arising under any Hedging Agreement relating to
         the Obligations to the extent permitted hereunder.

                  "Guarantors" means each Person identified as a "Guarantor" on
         the signature pages hereto and each other Person which may hereafter
         become a Guarantor by execution of a Joinder Agreement, together with
         their successors and permitted assigns, and "Guarantor" means any one
         of them.

                  "Hedging Agreements" means any interest rate protection
         agreement or foreign currency exchange agreement.

<PAGE>

                  "Indebtedness" means, with respect to any Person, without
         duplication, (a) all obligations for borrowed money, (b) all
         obligations evidenced by bonds, debentures, notes or similar
         instruments, or upon which interest payments are customarily made, (c)
         all obligations under conditional sale or other title retention
         agreements relating to Property purchased (other than customary
         reservations or retentions of title under agreements with suppliers
         entered into in the ordinary course of business), (d) all obligations
         issued or assumed as the deferred purchase price of Property or
         services purchased (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, (e) all
         obligations under take-or-pay or similar arrangements or under
         commodities agreements, (f) all Indebtedness of others secured by (or
         for which the holder of such Indebtedness has an existing right,
         contingent or otherwise, to be secured by) any Lien on, or payable out
         of the proceeds of production from, Property owned or acquired, whether
         or not the obligations secured thereby have been assumed, (g) all
         Support Obligations with respect to Indebtedness of another Person, (h)
         the principal portion of all obligations under Capital Leases, (i) all
         obligations under Hedging Agreements, (j) the maximum amount of all
         standby letters of credit issued or bankers' acceptances facilities
         created for the account and, without duplication, all drafts drawn
         thereunder (to the extent unreimbursed), (k) all preferred Capital
         Stock which by the terms thereof could be (at the request of the
         holders thereof or otherwise (other than at the discretion of such
         Person)) subject to mandatory sinking fund payments, redemption or
         other acceleration (other than as a result of a Change of Control or an
         Asset Disposition that does not in fact result in a redemption of such
         preferred Capital Stock) at any time during the term of the Credit
         Agreement, (l) the principal portion of all obligations under Synthetic
         Leases, (m) the Indebtedness of any partnership or unincorporated joint
         venture in which such Person is a general partner or a joint venturer,
         (n) with respect to any member of the Consolidated Group, the
         outstanding attributed principal amount under any Securitization
         Transaction and (o) all contingent obligations (including, without
         limitation, obligations to make earn-out payments) incurred in
         connection with Permitted Acquisitions or Acquisitions consummated
         prior to the Closing Date.

                  "Interbank Offered Rate" means, for any Eurocurrency Loan for
         any Interest Period therefor, the rate per annum (rounded upwards, if
         necessary, to the nearest 1/100 of 1%) appearing on Dow Jones Telerate
         Page 3740 or 3750, as applicable (or any successor or equivalent page),
         as the London interbank offered rate for deposits in the Applicable
         Currency and in the approximate amount of the Loan to be made or
         continued as, or converted into, such Eurocurrency Loan at
         approximately 11:00 a.m. (London time) two Business Days prior to the
         first day of such Interest Period for a term comparable to such
         Interest Period; provided, however, if more than one rate is specified
         on Telerate Page 3740 or 3750, as applicable, the relevant rate shall
         be the arithmetic mean of all such rates. If for any reason such rate
         is not available, the term "Interbank Offered Rate" shall mean, for any
         Eurocurrency Loan for any Interest Period therefor, (a) the rate per
         annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
         appearing on Reuters Screen LIBO Page as the London interbank offered
         rate for deposits in the Applicable Currency and in the approximate
         amount of the Loan to be made or continued as, or converted into, such
         Eurocurrency Loan at approximately 11:00 a.m. (London time) two
         Business Days prior to the first day of such Interest Period for a term
         comparable to such Interest Period; provided, however, if more than one
         rate is specified on Reuters Screen LIBO Page, the applicable rate
         shall be the arithmetic mean of all such rates (rounded upwards, if
         necessary, to the nearest 1/100 of 1%), or (b) if no rate is available
         on the Reuters Screen LIBO page, then the rate determined by the
         Administrative Agent at which the Applicable Currency in the

<PAGE>

         approximate amount of the Loan to be made or continued as, or converted
         into, such Eurocurrency Loan is offered by leading banks in the London
         interbank market at approximately 11:00 a.m. (London time) two Business
         Days prior to the first day of the applicable Interest Period (rounded
         upwards, if necessary, to the nearest 1/100th of 1%).

                  "Interest Payment Date" means (i) as to any Base Rate Loan and
         any Swingline Loan, the last day of each March, June, September and
         December, and the Termination Date, and (ii) as to any Eurocurrency
         Loan, the last day of each Interest Period for such Loan, the date of
         repayment of principal of such Loan and the Termination Date, and in
         addition where the applicable Interest Period is more than three
         months, then also on the date three months from the beginning of the
         Interest Period, and each three months thereafter. If an Interest
         Payment Date falls on a date which is not a Business Day, such Interest
         Payment Date shall be deemed to be the next succeeding Business Day.

                  "Interest Period" means a period of one, two, three or six
         months' duration, as the Borrower may elect, in each case commencing on
         the date of the borrowing (including Conversions, Continuations and
         renewals); provided, however, (A) if any Interest Period would end on a
         day which is not a Business Day, such Interest Period shall be extended
         to the next succeeding Business Day (except that in the case of
         Eurocurrency Loans where the next succeeding Business Day falls in the
         next succeeding calendar month, then on the next preceding Business
         Day), (B) no Interest Period shall extend beyond the Termination Date,
         and (C) in the case of Eurocurrency Loans, where an Interest Period
         begins on a day for which there is no numerically corresponding day in
         the calendar month in which the Interest Period is to end, such
         Interest Period shall end on the last day of such calendar month.

                  "Internal Revenue Code" means the Internal Revenue Code of
         1986, as amended, and any successor statute thereto, as interpreted by
         the rules and regulations issued thereunder, in each case as in effect
         from time to time. References to sections of the Internal Revenue Code
         shall be construed also to refer to any successor sections.

                  "Investment" in any Person means (a) the acquisition (whether
         for cash, property, services, assumption of Indebtedness, securities or
         otherwise) of Capital Stock, bonds, notes, debentures, partnership,
         joint ventures or other ownership interests or other securities of such
         Person, (b) any deposit with, or advance, loan or other extension of
         credit to, such Person (other than deposits made in connection with the
         purchase of equipment or other assets in the ordinary course of
         business) or (c) any other capital contribution to or investment in
         such Person, including, without limitation, any Support Obligations
         (including any support for a letter of credit issued on behalf of such
         Person) incurred for the benefit of such Person, but excluding any
         Restricted Payment to such Person.

                  "Irish Pounds" means the lawful currency of Ireland.

                  "Irrevocable Conversion Rate" means, with respect to any
         National Currency Unit, the rate adopted and irrevocably fixed by the
         European Council (in accordance with Article 109l(4) of the Treaty on
         European Union) on December 31, 1998 as the official exchange rate at
         which such National Currency Unit shall be converted into euro, and
         euro shall be converted into such National Currency Unit.

                  "Issuing Lender" means Bank of America.

<PAGE>

                  "Joinder Agreement" means a joinder agreement substantially in
         the form of Schedule 7.12 hereto executed and delivered by a Subsidiary
         in accordance with the provisions of Section 7.12.

                  "Lenders" means each of the Persons identified as a "lender"
         on the signature pages hereto, and their successors and assigns.

                  "Letter of Credit" means any standby or trade letter of credit
         issued by the Issuing Lender for the account of the Borrower in
         accordance with the terms of Section 2.1(b).

                  "Licenses" means all licenses, permits and other grants of
         authority obtained or required to be obtained from any Governmental
         Authorities in connection with the management or operation of the
         business of the members of the Consolidated Group or the ownership,
         lease, license or use of any Property of the members of the
         Consolidated Group.

                  "Lien" means any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, security interest, encumbrance, lien (statutory or
         otherwise), preference, priority or charge of any kind (including any
         agreement to give any of the foregoing, any conditional sale or other
         title retention agreement, any financing or similar statement or notice
         filed under the Uniform Commercial Code as adopted and in effect in the
         relevant jurisdiction or other similar recording or notice statute, and
         any lease in the nature thereof).

                  "Loan" or "Loans" means the Revolving Loans and/or the
         Swingline Loans, and the Base Rate Loans, Eurocurrency Loans and Quoted
         Rate Swingline Loans comprising such Loans.

                  "LOC Commitment" means, with respect to the Issuing Lender,
         the commitment of the Issuing Lender to issue, and to honor payment
         obligations under, Letters of Credit and, with respect to each Lender,
         the commitment of such Lender to purchase participation interests in
         the Letters of Credit up to such Lender's LOC Committed Amount.

                  "LOC Committed Amount" shall have the meaning provided in
         Section 2.1(b).

                  "LOC Documents" means, with respect to any Letter of Credit,
         such Letter of Credit, any amendments thereto, any documents delivered
         in connection therewith, any application therefor, and any agreements,
         instruments, guarantees or other documents (whether general in
         application or applicable only to such Letter of Credit) governing or
         providing for (i) the rights and obligations of the parties concerned
         or at risk or (ii) any collateral security for such obligations.

                  "LOC Obligations" means, at any time, the sum of (i) the
         maximum amount which is, or at any time thereafter may become,
         available to be drawn under Letters of Credit then outstanding,
         assuming compliance with all requirements for drawings referred to in
         such Letters of Credit plus (ii) the aggregate amount of all drawings
         under Letters of Credit honored by the Issuing Lender but not
         theretofore reimbursed.

                  "Low Usage Fee" shall have the meaning provided in Section
         3.5(b).

                  "Material Adverse Effect" means a material adverse effect on
         (i) the condition (financial or otherwise), operations, business,
         assets or liabilities of the Consolidated Group taken as a whole, (ii)

<PAGE>

         the ability of any member of the Consolidated Group to perform any
         material obligation under any Credit Document to which it is a party or
         (iii) the material rights and remedies of the Administrative Agent and
         the Lenders under the Credit Documents.

                  "Materials of Environmental Concern" means any gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         defined or regulated as such in or under any Environmental Laws,
         including, without limitation, asbestos, polychlorinated biphenyls and
         urea-formaldehyde insulation.

                  "MLA Cost" means the cost imputed to a Lender in respect of
         any Foreign Currency Loan resulting from the imposition from time to
         time under or pursuant to the Bank of England Act 1998 (the "Act")
         and/or by the Bank of England and/or the Financial Services Authority
         (the "FSA") (or other United Kingdom governmental authorities or
         agencies) of a requirement to place non-interest-bearing cash ratio
         deposits or Special Deposits (whether interest bearing or not) with the
         Bank of England and/or pay fees to the FSA calculated by reference to
         liabilities used to fund such Foreign Currency Loan. The Administrative
         Agent shall determine the MLA Cost and such determinations shall be
         conclusive absent manifest error.

                  "Moody's" means Moody's Investors Service, Inc., or any
         successor or assignee of the business of such company in the business
         of rating securities.

                  "Multiemployer Plan" means a Plan which is a "multiemployer
         plan" as defined in Sections 3(37) or 4001(a)(3) of ERISA.

                  "Multiple Employer Plan" means a Plan (other than a
         Multiemployer Plan) which any member of the Consolidated Group or any
         ERISA Affiliate and at least one employer other than the members of the
         Consolidated Group or any ERISA Affiliate are contributing sponsors.

                  "National Currency Unit" means a fraction or multiple of one
         euro expressed in units of Irish Pounds. Foreign Currency Loans
         requested to be denominated in National Currency Units shall be
         available only in accordance with Section 1.5.

                  "Net Cash Proceeds" means the aggregate proceeds paid in cash
         or Cash Equivalents received by any member of the Consolidated Group in
         connection with any Asset Disposition or Debt Transaction, net of (a)
         direct costs (including, without limitation, legal, accounting and
         investment banking fees, and sales commissions) and (b) taxes paid or
         payable as a result thereof; 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 Consolidated Party in any Asset
         Disposition or Debt Transaction.

                  "Note" or "Notes" means any of the Revolving Notes.

                  "Notice of Borrowing" means a written notice of borrowing in
         substantially the form of Schedule 2.2(a)(i), as required by Section
         2.2(a).

                  "Notice of Continuation/Conversion" means the written notice
         of Continuation or Conversion in substantially the form of Schedule
         3.2, as required by Section 3.2.

                  "Obligations" means the Revolving Loans, Swingline Loans and
         LOC Obligations.

<PAGE>

                  "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 which is not a Capital Lease other
         than any such lease in which that Person is the lessor.

                  "Other Taxes" shall have the meaning provided in Section 3.11.

                  "Participation Interest" means the purchase by a Lender of a
         participation in LOC Obligations as provided in Section 2.6(b), in
         Swingline Loans as provided in Section 2.7 and in Loans as provided in
         Section 3.16.

                  "PBGC" means the Pension Benefit Guaranty Corporation
         established pursuant to Subtitle A of Title IV of ERISA and any
         successor thereof.

                  "Permitted Acquisition" means any Acquisition by a member of
         the Consolidated Group, provided that (i) the Property acquired (or the
         Property of the Person acquired) in such Acquisition shall be used or
         useful in the same or similar line of business as the members of the
         Consolidated Group on the Closing Date, (ii) in the case of an
         Acquisition of the Capital Stock of another Person, the board of
         directors (or other comparable governing body) of such other Person
         shall have duly approved such Acquisition, (iii) no Default or Event of
         Default shall exist immediately after giving effect to such
         Acquisition, (iv) the representations and warranties made by the Credit
         Parties in any Credit Document shall be true and correct in all
         material respects at and as if made as of the date of such Acquisition
         (after giving effect thereto) except to the extent such representations
         and warranties expressly relate to an earlier date, (v) if the
         consideration paid in connection with any Acquisition exceeds
         $1,000,000, the Borrower shall have delivered to the Administrative
         Agent a Pro Forma Compliance Certificate demonstrating that, upon
         giving effect to such Acquisition on a Pro Forma Basis, the Credit
         Parties would be in compliance with the financial covenants set forth
         in Section 7.11, (vi) if the Acquisition involves an interest in a
         partnership and a requirement that a member of the Consolidated Group
         be a general partner, the general partner shall be a newly formed
         special purpose Subsidiary of the Borrower, and (vii) the aggregate
         consideration (cash and non-cash consideration, including any
         assumption of Indebtedness, the maximum amount of any deferred purchase
         price obligation and any Capital Stock of the Borrower issued to the
         seller) paid in connection with all Acquisitions shall not exceed $10
         million in any twelve month period.

                  "Permitted Investments" means Investments which are (a) cash
         and Cash Equivalents; (b) accounts receivable created, acquired or made
         in the ordinary course of business and payable or dischargeable in
         accordance with customary trade terms; (c) Investments consisting of
         Capital Stock, obligations, securities or other Property received in
         settlement of accounts receivable (created in the ordinary course of
         business) from bankrupt obligors; (d) Investments existing as of the
         Closing Date and set forth in Schedule 8.6; (e) advances or loans to
         directors, officers and employees that do not exceed $1,000,000 in the
         aggregate at any one time outstanding; (f) advances or loans to
         customers and suppliers in the ordinary course of business that do not
         exceed $1,000,000 in the aggregate at any one time outstanding; (g)
         Investments existing on the Closing Date by members of the Consolidated
         Group in their Subsidiaries and Affiliates, (h) Investments by members
         of the Consolidated Group in and to Domestic Credit Parties, (i)
         Investments which constitute Permitted Acquisitions, (j) Investments by
         Foreign Subsidiaries in and to other Foreign Subsidiaries, (k)
         Investments by the Borrower and its Domestic Subsidiaries in and to
         Foreign Subsidiaries, provided that (i) from the Closing Date to April
         25, 2002, the aggregate amount (on a cost basis and net of any

<PAGE>

         repayment of such Investments during such period) of all such
         Investments made shall not exceed $10,000,000, (ii) from April 25, 2002
         to April 25, 2003, the aggregate outstanding amount (on a cost basis
         and net of any repayment of such Investments during such period) of all
         such Investments made after the Closing Date shall not at any time
         exceed $25,000,000, and (iii) after April 25, 2003, the aggregate
         amount (on a cost basis and net of any repayment of such Investments
         during such period) of all such Investments made after such date shall
         not exceed $35,000,000 and the aggregate outstanding amount (on a cost
         basis and net of any repayment of such Investments during such period)
         of all such Investments made after the Closing Date shall not exceed
         $45,000,000, and (k) Investments of a nature not contemplated in the
         foregoing subsections in an amount not to exceed $1,000,000 in the
         aggregate at any time outstanding.

                  "Permitted Liens" means:

                  (i) Liens in favor of the Administrative Agent to secure the
         obligations of the Credit Parties under the Credit Documents;

                  (ii) Liens in favor of a Lender or an Affiliate of a Lender
         pursuant to a Hedging Agreement permitted hereunder, but only (A) to
         the extent such Liens secure obligations under such agreements
         permitted under Section 8.1, (B) to the extent such Liens are on the
         same collateral as to which the Lenders hereunder also have a Lien, and
         (C) so long as the obligations under such Hedging Agreement and the
         loans and obligations hereunder and under the other Credit Documents
         shall share pari passu in the collateral subject to such Liens;

                  (iii) Liens (other than Liens created or imposed under ERISA)
         for taxes, assessments or governmental charges or levies not yet due or
         Liens for taxes being contested in good faith by appropriate
         proceedings for which adequate reserves determined in accordance with
         GAAP have been established (and as to which the Property subject to any
         such Lien is not yet subject to foreclosure, sale or loss on account
         thereof);

                  (iv) 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 (and as to which the Property subject to any such Lien
         is not yet subject to foreclosure, sale or loss on account thereof);

                  (v) Liens (other than Liens created or imposed under ERISA)
         incurred or deposits made by any member of the Consolidated Group in
         the ordinary course of business in connection with workers'
         compensation, unemployment insurance and other types of social
         security, or to secure the performance of tenders, statutory
         obligations, bids, leases, government contracts, performance and
         return-of-money bonds and other similar obligations (exclusive of
         obligations for the payment of borrowed money);

                  (vi) Liens in connection with attachments or judgments
         (including judgment or appeal bonds) provided that the judgments
         secured shall, within 30 days after the entry thereof, have been
         discharged or execution thereof stayed pending appeal, or shall have
         been discharged within 30 days after the expiration of any such stay;

<PAGE>

                  (vii) easements, rights-of-way, covenants, restrictions
         (including zoning restrictions), minor defects or irregularities in
         title and other similar charges or encumbrances not, in any material
         respect, impairing the use of the encumbered Property for its intended
         purposes;

                  (viii) Liens on Property of any Person securing purchase money
         and sale/leaseback Indebtedness (including Capital Leases and Synthetic
         Leases) of such Person to the extent permitted under Section 8.1(c),
         provided that any such Lien attaches only to the Property financed or
         leased and such Lien attaches concurrently with or within 90 days after
         the acquisition thereof;

                  (ix) leases or subleases granted to others not interfering in
         any material respect with the business of any member of the
         Consolidated Group;

                  (x) any interest or 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 Credit Agreement;

                  (xi) 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;

                  (xii) Liens created or deemed to exist in connection with a
         Securitization Transaction permitted hereunder (including any related
         filings of any financing statements), but only to the extent that any
         such Lien relates to the applicable Securitization Receivables actually
         sold, contributed, financed or otherwise conveyed or pledged pursuant
         to such transaction;

                  (xiii) Liens deemed to exist in connection with Investments in
         repurchase agreements which constitute Permitted Investments;

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

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

                  (xvi) Liens existing as of the Closing Date and set forth on
         Schedule 6.8; provided that (a) no such Lien shall at any time be
         extended to or cover any Property other than the Property subject
         thereto on the Closing Date and (b) the principal amount of the
         Indebtedness secured by such Liens shall not be increased and shall not
         be extended, renewed, refunded or refinanced on terms and conditions
         less favorable to the Credit Parties than for such existing
         Indebtedness.

                  "Person" means any individual, partnership, joint venture,
         firm, corporation, limited liability company, association, trust or
         other enterprise (whether or not incorporated) or any Governmental
         Authority.

                  "Plan" means any employee benefit plan (as defined in Section
         3(3) of ERISA) which is covered by ERISA and with respect to which any
         member of the Consolidated Group or any ERISA Affiliate is (or, if such
         plan were terminated at such time, would under Section 4069 of ERISA be
         deemed to be) an "employer" within the meaning of Section 3(5) of
         ERISA.

<PAGE>

                  "Pledge Agreement" means the pledge agreement dated as of the
         Closing Date given by the Borrower and certain other Credit Parties
         identified therein to the Administrative Agent to secure the
         obligations of the Credit Parties under the Credit Documents, as such
         pledge agreement may be amended and modified from time to time.

                  "Prime Rate" means the per annum rate of interest established
         from time to time by Bank of America as its prime rate, which rate may
         not be the lowest rate of interest charged by Bank of America.

                  "Prior Credit Facility" means the Credit Agreement, dated as
         of April 21, 1998, by and among ICT Group, Inc., Eurotel Marketing
         Limited, Yarkley Enterprises, Inc., Harvest Resources, Inc., ICT/Canada
         Marketing, Inc., Fleet Bank, NA (formerly BankBoston, N.A.) and Summit
         Bank, as amended.

                  "Pro Forma Basis" means, for purposes of calculating
         (utilizing the principles set forth in the second paragraph of Section
         1.3) the applicable pricing level under the definition of "Applicable
         Percentage" and determining compliance with each of the financial
         covenants set forth in Section 7.11, that any transaction shall be
         deemed to have occurred as of the first day of the four fiscal-quarter
         period ending as of the most recent fiscal quarter end preceding the
         date of such transaction with respect to which the Administrative Agent
         has received the Required Financial Information. As used herein,
         "transaction" shall mean (i) any merger or consolidation as referred to
         in Section 8.4, (ii) any Asset Disposition as referred to in Section
         8.5, (iii) any Acquisition as referred to in the definition of
         "Permitted Acquisition" or (iv) any Restricted Payment as referred to
         in Section 8.8. In connection with any calculation of the financial
         covenants set forth in Section 7.11 upon giving effect to a transaction
         on a Pro Forma Basis:

                           (A) for purposes of any such calculation in respect
                  of any Asset Disposition referred to in Section 8.5, (1)
                  income statement items (whether positive or negative)
                  attributable to the Property disposed of in such Asset
                  Disposition shall be excluded and (2) any Indebtedness which
                  is retired in connection with such Asset Disposition shall be
                  excluded and deemed to have been retired as of the first day
                  of the applicable period; and

                           (B) for purposes of any such calculation in respect
                  of any merger or consolidation referred to in Section 8.4 or
                  any Acquisition referred to in the definition of "Permitted
                  Acquisition", (1) any Indebtedness incurred by any member of
                  the Consolidated Group in connection with such transaction (x)
                  shall be deemed to have been incurred as of the first day of
                  the applicable period and (y) if such Indebtedness has a
                  floating or formula rate, shall have an implied rate of
                  interest for the applicable period for purposes of this
                  definition determined by utilizing the rate which is or would
                  be in effect with respect to such Indebtedness as at the
                  relevant date of determination, and (2) income statement items
                  (whether positive or negative) attributable to the Property
                  acquired in such transaction or pursuant to the Acquisition
                  comprising such transaction, as applicable, shall be included
                  beginning as of the first day of the applicable period.

                  "Pro Forma Compliance Certificate" means a certificate of an
         Executive Officer of the Borrower delivered to the Administrative Agent
         in connection with (i) any merger or consolidation referred to in
         Section 8.4 (if the delivery of such certificate is required therein),
         (ii) any Asset Disposition referred to in Section 8.5, (iii) any
         Acquisition referred to in the definition of "Permitted Acquisition"
         (if the delivery of such certificate is required therein) or (iv) any

<PAGE>

         Restricted Payment as referred to in Section 8.7, as applicable, and
         containing reasonably detailed calculations, upon giving effect to the
         applicable transaction on a Pro Forma Basis, of the Consolidated Fixed
         Charge Coverage Ratio, the Consolidated Interest Coverage Ratio, the
         Consolidated Leverage Ratio, the Consolidated Senior Leverage Ratio and
         Consolidated EBITDA as of the most recent fiscal quarter end preceding
         the date of the applicable transaction with respect to which the
         Administrative Agent shall have received the Required Financial
         Information.

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

                  "Quoted Rate" means, with respect to a Quoted Rate Swingline
         Loan, the fixed or floating percentage rate per annum, if any, offered
         by the Swingline Lender and accepted by the Borrower in accordance with
         the provisions hereof.

                  "Quoted Rate Swingline Loan" means a Swingline Loan bearing
         interest at the Quoted Rate.

                  "Rate Determination Date" shall have the meaning provided in
         the definition of "Applicable Percentage".

                  "Register" shall have the meaning provided in Section 11.3(c).

                  "Regulation D, O, T, U, or X" means Regulation D, O, T, U or
         X, respectively, of the Board of Governors of the Federal Reserve
         System as from time to time in effect and any successor to all or a
         portion thereof.

                  "Reportable Event" means any of the events set forth in
         Section 4043(c) of ERISA, other than those events as to which the
         notice requirement has been waived by regulation.

                  "Required Financial Information" means the annual and
         quarterly compliance certificates and related financial statements and
         information required by the provisions of Sections 7.1(a), (b) and (c).

                  "Required Lenders" means, at any time, Lenders having at least
         sixty-six and two-thirds (66K%) of the Commitments or, if the
         Commitments have been terminated, Lenders having at least sixty-six and
         two-thirds (66K%) of the aggregate principal Dollar Amount of the
         Obligations outstanding (taking into account in each case Participation
         Interests or obligations to participate therein); provided that the
         Commitments of, and outstanding principal Dollar Amount of Obligations
         (taking into account Participation Interests or obligations to
         participate therein) owing to, a Defaulting Lender shall be excluded
         for purposes hereof in making a determination of Required Lenders.

                  "Requirement of Law" means, as to any Person, the certificate
         of incorporation and by-laws or other organizational or governing
         documents of such Person, and any law, treaty, rule, regulation or
         ordinance (including, without limitation, Environmental Laws) or
         determination of an arbitrator or a court or other Governmental
         Authority, in each case applicable to or binding upon such Person or to
         which any of its material Property is subject.

<PAGE>

                  "Restricted Payment" means (i) any dividend or other payment
         or distribution, direct or indirect, on account of any shares of any
         class of Capital Stock of any member of the Consolidated Group, now or
         hereafter outstanding (including without limitation any payment in
         connection with any dissolution, merger, consolidation or disposition
         involving any member of the Consolidated Group), or to the holders, in
         their capacity as such, of any shares of any class of Capital Stock of
         any member of the Consolidated Group, now or hereafter outstanding
         (other than dividends or distributions payable in the same class of
         Capital Stock of the applicable Person or dividends or distributions
         payable to any Credit Party (directly or indirectly through
         Subsidiaries)), (ii) 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 any member of
         the Consolidated Group, now or hereafter outstanding, and (iii) any
         payment made to retire, or to obtain the surrender of, any outstanding
         warrants, options or other rights to acquire shares of any class of
         Capital Stock of any member of the Consolidated Group, now or hereafter
         outstanding.

                  "Revolving Commitment" means, with respect to each Lender, the
         commitment of such Lender to make Revolving Loans in an aggregate
         principal Dollar Amount up to such Lender's Revolving Commitment
         Percentage at such time of the Aggregate Revolving Committed Amount at
         such time.

                  "Revolving Commitment Percentage" means, for each Lender, a
         fraction (expressed as a percentage) the numerator of which is the
         Revolving Committed Amount of such Lender at such time and the
         denominator of which is the Aggregate Revolving Committed Amount at
         such time. The initial Revolving Commitment Percentage of each Lender
         is set forth on Schedule 2.1.

                  "Revolving Committed Amount" means, with respect to each
         Lender, the amount of such Lender's Revolving Commitment. The initial
         Revolving Committed Amount of each Lender is set forth on Schedule 2.1.

                  "Revolving Loan" shall have the meaning provided in Section
         2.1(a).

                  "Revolving Note" or "Revolving Notes" means the promissory
         notes in favor of each of the Lenders evidencing the Revolving Loans
         and Swingline Loans in substantially the form attached as Schedule 2.5,
         individually or collectively, as appropriate, as such promissory notes
         may be amended, modified, supplemented, extended, renewed or replaced
         from time to time.

                  "S&P" means Standard & Poor's Ratings Group, a division of The
         McGraw Hill Companies, Inc., or any successor or assignee of the
         business of such division in the business of rating securities.

                  "Sale and Leaseback Transaction" means any arrangement
         pursuant to which any member of the Consolidated Group, 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 member of the Consolidated Group has sold
         or transferred (or is to sell or transfer) to, or arranged the purchase
         by, a Person which is not a member of the Consolidated Group or (b)
         which such member of the Consolidated Group 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 member of
         the Consolidated Group to another Person which is not a member of the
         Consolidated Group in connection with such lease.

<PAGE>

                  "Securities Exchange Act" means the Securities Exchange Act of
         1934.

                  "Securitization Transaction" means any financing transaction
         or series of financing transactions that have been or may be entered
         into by a member of the Consolidated Group pursuant to which such
         member of the Consolidated Group may sell, convey or otherwise transfer
         to (i) a Subsidiary or affiliate (a "Securitization Subsidiary"), or
         (ii) any other Person, or may grant a security interest in, any
         accounts receivable, notes receivable, rights to future lease payments
         or residuals or other similar rights to payment (the "Securitization
         Receivables") (whether such Securitization Receivables are then
         existing or arising in the future) of such member of the Consolidated
         Group, and any assets related thereto, including without limitation,
         all security interests in merchandise or services financed thereby, the
         proceeds of such Securitization Receivables, and other assets which are
         customarily sold or in respect of which security interests are
         customarily granted in connection with securitization transactions
         involving such assets.

                  "Security Agreement" means the security agreement dated as of
         the Closing Date given by the Credit Parties to the Administrative
         Agent to secure the obligations of the Credit Parties under the Credit
         Documents, as such security agreement may be amended and modified from
         time to time.

                  "Single Employer Plan" means any Plan which is covered by
         Title IV of ERISA, but which is not a Multiemployer Plan or a Multiple
         Employer Plan.

                  "Spot Rate" means, for any currency, the rate quoted by the
         Administrative Agent as the spot rate for the purchase by the
         Administrative Agent of such currency with another currency through its
         foreign exchange trading office at approximately 8:00 a.m. (Charlotte
         time) on the date two Business Days prior to the date as of which the
         foreign exchange computation is made.

                  "Standby Letter of Credit Fee" shall have the meaning provided
         in Section 3.5(c)(i).

                  "Subordinated Debt" means any Indebtedness of a member of the
         Consolidated Group which by its terms is expressly subordinated in
         right of payment to the prior payment of the obligations of the Credit
         Parties under the Credit Documents on terms and conditions and
         evidenced by documentation satisfactory to the Administrative Agent and
         the Required Lenders.

                  "Subsidiary" means, as to any Person at any time, (a) any
         corporation more than 50% of whose Capital Stock of any class or
         classes having by the terms thereof ordinary voting power to elect a
         majority of the directors of such corporation (irrespective of whether
         or not at such time, any class or classes of such corporation shall
         have or might have voting power by reason of the happening of any
         contingency) is at such time owned by such Person directly or
         indirectly through Subsidiaries, and (b) any partnership, association,
         joint venture or other entity of which such Person directly or
         indirectly through Subsidiaries owns at such time more than 50% of the
         Capital Stock.

                  "Support Obligations" means, with respect to any Person,
         without duplication, any obligations of such Person (other than
         endorsements in the ordinary course of business of negotiable
         instruments for deposit or collection) guaranteeing or intended to
         guarantee any Indebtedness of any other Person in any manner, whether
         direct or indirect, and including without limitation any obligation,
         whether or not contingent, (i) to purchase any such Indebtedness or any
         Property constituting security therefor, (ii) to advance or provide
         funds or other support for the payment or purchase of any such

<PAGE>

         Indebtedness or to maintain working capital, solvency or other balance
         sheet condition of such other Person (including without limitation keep
         well agreements, maintenance agreements, comfort letters or similar
         agreements or arrangements) for the benefit of any holder of
         Indebtedness of such other Person, (iii) to lease or purchase Property,
         securities or services primarily for the purpose of assuring the holder
         of such Indebtedness, or (iv) to otherwise assure or hold harmless the
         holder of such Indebtedness against loss in respect thereof. The amount
         of any Support Obligation hereunder shall (subject to any limitations
         set forth therein) be deemed to be an amount equal to the outstanding
         principal amount (or maximum principal amount, if larger) of the
         Indebtedness in respect of which such Support Obligation is made.

                  "Swingline Commitment" means, with respect to the Swingline
         Lender, the commitment of the Swingline Lender to make Swingline Loans
         in an aggregate principal amount at any time outstanding up to the
         Swingline Committed Amount and, with respect to each Lender, the
         commitment of such Lender to purchase participation interests in
         Swingline Loans up to such Lender's Revolving Commitment Percentage.

                  "Swingline Committed Amount" shall have the meaning provided
         in Section 2.1(c).

                  "Swingline Lender" means Bank of America.

                  "Swingline Loan" shall have the meaning provided in Section
         2.1(c).

                  "Synthetic Lease" means any synthetic lease, tax retention
         operating lease, off-balance sheet loan or similar off-balance sheet
         financing product where such transaction is considered borrowed money
         indebtedness for tax purposes but is classified as an Operating Lease
         under GAAP.

                  "Taxes" shall have the meaning provided in Section 3.11.

                  "Termination Date" means April 25, 2004 or such later date as
         to which all of the Lenders may in their sole discretion by written
         consent agree.

                  "Total Capitalization" means the sum of Consolidated Net Worth
         plus Consolidated Funded Debt, in each case as of the last day of the
         most recently ended fiscal quarter for which the Borrower has delivered
         the compliance certificate and related financial statements required by
         Section 7.1(a), (b) and (c), as appropriate.

                  "Trade Letter of Credit Fee" shall have the meaning provided
         in Section 3.5(c)(ii).

                  "Transition Period Cutoff Date" shall mean December 31, 2001,
         or such other date as may be established by legislative measures of the
         European Council (including, without limitation, European Council
         regulations) for the introduction of, changeover to or operation of the
         euro.

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

<PAGE>

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

                  "Wholly Owned Subsidiary" of any Person means any Subsidiary
         100% of whose Voting Stock is at the time owned by such Person directly
         or indirectly through other Wholly Owned Subsidiaries.

1.2      Computation of Time Periods.

         For purposes of computation of periods of time hereunder, the word
"from" means "from and including" and the words "to" and "until" each mean "to
but excluding."

1.3      Accounting Terms.

         Except as otherwise expressly provided herein, all accounting terms
used herein shall be interpreted, and all financial statements and certificates
and reports as to financial matters required to be delivered to the Lenders
hereunder shall be prepared, in accordance with GAAP applied on a consistent
basis. All calculations made for the purposes of determining compliance with
this Credit Agreement shall (except as otherwise expressly provided herein) be
made by application of GAAP applied on a basis consistent with the most recent
annual or quarterly financial statements delivered pursuant to Section 7.1 (or,
prior to the delivery of the first financial statements pursuant to Section 7.1,
consistent with the annual audited financial statements referenced in Section
6.1(i)); provided, however, if (a) the Borrower shall object to determining such
compliance on such basis at the time of delivery of such financial statements
due to any change in GAAP or the rules promulgated with respect thereto or (b)
the Administrative Agent or the Required Lenders shall so object in writing
within 60 days after delivery of such financial statements, then such
calculations shall be made on a basis consistent with the most recent financial
statements delivered by the Credit Parties to the Lenders as to which no such
objection shall have been made.

Notwithstanding the above, the parties hereto acknowledge and agree that, for
purposes of all calculations made under the financial covenants set forth in
Section 7.11 (including without limitation for purposes of the definitions of
"Applicable Percentage" and "Pro Forma Basis"), (i) in connection with any Asset
Disposition referred to in Section 8.5, (A) income statement items (whether
positive or negative) attributable to the Property disposed of shall be excluded
to the extent relating to any period occurring prior to the date of such
transaction and (B) Indebtedness which is retired shall be excluded and deemed
to have been retired as of the first day of the applicable period and (ii) in
connection with any merger or consolidation referred to in Section 8.4 or any
Acquisition referred to in the definition of "Permitted Acquisition", (A) income
statement items attributable to the Person or Property acquired shall, to the
extent not otherwise included in such income statement items for the members of
the Consolidated Group in accordance with GAAP or in accordance with any defined
terms set forth in Section 1.1, be included to the extent relating to any period
applicable in such calculations, (B) Indebtedness of the Person or Property
acquired shall be deemed to have been incurred as of the first day of the
applicable period and (C) pro forma adjustments may be included to the extent
that such adjustments would be permitted under GAAP and give effect to items
that are (x) directly attributable to such transaction, (y) expected to have a
continuing impact on the Consolidated Group and (z) factually supportable.

<PAGE>

1.4      Currency Equivalents Generally.

         For all purposes of the Credit Agreement (but not for purposes of the
preparation of any financial statements delivered pursuant hereto), the
equivalent in any Available Foreign Currency or other currency of an amount in
Dollars, and the equivalent in Dollars of an amount in any Available Foreign
Currency or other currency, shall be determined at the Spot Rate.

1.5      Introduction of Euro; National Currency Unit Advances, Etc.

         (a) National Currency Unit Advances. Prior to the Transition Period
Cutoff Date, and upon request by a Borrower in accordance with Section 2.2(a),
Foreign Currency Loans may be funded and maintained in National Currency Units
designated by the Borrower in its Notice of Borrowing. Repayments of Foreign
Currency Loans that were funded in National Currency Units shall be made in such
National Currency Units; provided, however, that any Foreign Currency Loan that
is (i) denominated in National Currency Units and (ii) outstanding as of the
Transition Period Cutoff Date shall be automatically redenominated into euro as
of the close of business on such date at the applicable Irrevocable Conversion
Rate; and provided further that repayments of all such Foreign Currency Loans
made after the Transition Period Cutoff Date shall be denominated in euro. After
the Transition Period Cutoff Date, Foreign Currency Loans shall no longer be
funded in National Currency Units.

         (b) Conversions to Euro. For the avoidance of doubt, the parties hereto
affirm and agree that neither the fixation of the conversion rate of a National
Currency Unit against the euro as a single currency, in accordance with the
Treaty on European Union, nor the conversion of any Obligations from a National
Currency Units, into euro, shall require the early termination of the Credit
Agreement or the prepayment of any amount due under the Credit Documents or
create any liability of one party to another party for any direct or
consequential loss arising from any of such events.

         (c) Currency Translations; Rounding. Any translation from one currency
or currency unit to another shall be at the rate specified herein or, if not so
specified, then at the official rate of exchange legally recognized by the
central bank of the country issuing such currency for the conversion of that
currency or currency unit into the other. Any such translation shall be rounded
up or down by the Administrative Agent acting in accordance with any Requirement
of Law on rounding or, if there is no such law, acting reasonably in accordance
with its market practice.

         (d) Changes in Currency. If a change in any currency of a country
occurs, the Credit Agreement will be amended to the extent the Administrative
Agent (acting reasonably) specifies to be necessary to reflect the change in
currency and to put the parties hereto in the same position, as far as possible,
that they would have been in if no change in currency had occurred; provided
that any such amendments will not adversely affect the Lenders.


                                    SECTION 2

                                CREDIT FACILITIES

2.1      Commitments.
         -----------

         (a) Revolving Commitment. During the Commitment Period, subject to the
terms and conditions hereof, each Lender severally agrees to make revolving

<PAGE>

credit loans (the "Revolving Loans") to the Borrower in Dollars and Available
Foreign Currency from time to time in the Dollar Amount of such Lender's
Revolving Commitment Percentage of such Revolving Loans for the purposes
hereinafter set forth; provided that (i) with regard to the Lenders
collectively, (A) the aggregate principal Dollar Amount of Obligations
outstanding at any time shall not exceed EIGHTY-FIVE MILLION DOLLARS
($85,000,000) (as such amount may be reduced from time to time in accordance
with the provisions hereof, the "Aggregate Revolving Committed Amount") and (B)
the aggregate principal Dollar Amount of Foreign Currency Loans outstanding at
any time shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount
may be reduced from time to time in accordance with the provisions hereof, the
"Aggregate Foreign Currency Committed Amount"), and (ii) with regard to each
Lender individually, the Dollar Amount of such Lender's Revolving Commitment
Percentage of Obligations outstanding at any time shall not exceed such Lender's
Revolving Committed Amount. Revolving Loans may consist of Base Rate Loans or
Eurocurrency Loans, or a combination thereof, as the Borrower may request,
except that Foreign Currency Loans shall be funded as Eurocurrency Loans only.
Revolving Loans may be repaid and reborrowed in accordance with the provisions
hereof.

         (b) Letter of Credit Commitment. During the Commitment Period, subject
to the terms and conditions hereof and of the LOC Documents, if any, and such
other terms and conditions which the Issuing Lender may reasonably require, the
Issuing Lender shall issue, and the Lenders shall participate in, such Letters
of Credit in Dollars as the Borrower may request for its own account or for the
account of another Credit Party as provided herein, in a form acceptable to the
Issuing Lender, for the purposes hereinafter set forth; provided that (i) the
aggregate amount of LOC Obligations shall not at any time exceed TWO MILLION
DOLLARS ($2,000,000) (as such amount may be reduced from time to time in
accordance with the provisions hereof, the "LOC Committed Amount"), (ii) with
regard to the Lenders collectively, the aggregate principal Dollar Amount of
Obligations outstanding at any time shall not exceed the Aggregate Revolving
Committed Amount and (iii) with regard to each Lender individually, the Dollar
Amount of such Lender's Revolving Commitment Percentage of Obligations
outstanding at any time shall not exceed such Lender's Revolving Committed
Amount. Letters of Credit shall not have an original expiry date more than one
year from the date of issuance or extension. No Letter of Credit shall have an
expiry date, whether as originally issued or by extension, extending beyond the
Termination Date. Each Letter of Credit shall comply with the related LOC
Documents. The issuance date of each Letter of Credit shall be a Business Day.

         (c) Swingline Commitment. During the Commitment Period, subject to the
terms and conditions hereof, the Swingline Lender agrees to make certain
revolving credit loans (the "Swingline Loans") to the Borrower in Dollars from
time to time for the purposes hereinafter set forth; provided that (i) the
aggregate principal amount of Swingline Loans shall not at any time exceed THREE
MILLION DOLLARS ($3,000,000) (as such amount may be reduced from time to time in
accordance with the provisions hereof, the "Swingline Committed Amount") and
(ii) with regard to the Lenders collectively, the aggregate principal Dollar
Amount of Obligations outstanding at any time shall not exceed the Aggregate
Revolving Committed Amount. Swingline Loans may consist of Base Rate Loans or
Quoted Rate Swingline Loans, or a combination thereof, as the Borrower may
request, and may be repaid and reborrowed in accordance with the provisions
hereof.

2.2      Method of Borrowing.

         (a) Notice of Request for Extensions of Credit. The Borrower shall
request an Extension of Credit by written notice (or telephonic notice promptly
confirmed in writing) as follows:

<PAGE>

                  (i) Revolving Loans. In the case of Revolving Loans, to the
         Administrative Agent not later than 11:00 A.M. (Charlotte time) on the
         Business Day prior to the date of the requested borrowing in the case
         of Base Rate Loans, on the third Business Day prior to the date of the
         requested borrowing in the case of Eurocurrency Loans (other than
         Foreign Currency Loans) and on the fourth Business Day prior to the
         date of the requested borrowing in the case of Foreign Currency Loans.
         Each such request for borrowing shall be irrevocable and shall specify
         (A) that a Revolving Loan is requested, (B) the date of the requested
         borrowing (which shall be a Business Day), (C) the aggregate principal
         amount to be borrowed, (D) the Applicable Currency of the requested
         borrowing and (E) whether the borrowing shall be comprised of Base Rate
         Loans, Eurocurrency Loans or a combination thereof, and if Eurocurrency
         Loans are requested, the Interest Period(s) therefor. A form of Notice
         of Borrowing is attached as Schedule 2.2(a)(i). The Administrative
         Agent shall give notice to each Lender promptly upon receipt of each
         Notice of Borrowing pursuant to this Section 2.2(a)(i), the contents
         thereof and each Lender's share of any borrowing to be made pursuant
         thereto.

                  (ii) Letters of Credit. In the case of Letters of Credit, to
         the Issuing Lender with a copy to the Administrative Agent not later
         than 11:00 A.M. (Charlotte time) on the third Business Day prior to the
         date of the requested issuance or extension (or such shorter period as
         may be agreed by the Issuing Lender). Each such request for issuance or
         extension of a Letter of Credit shall be irrevocable and shall specify,
         among other things, (A) that a Letter of Credit is requested, (B) the
         date of the requested issuance or extension, (C) the type, amount,
         expiry date and terms on which the Letter of Credit is to be issued or
         extended, and (D) the beneficiary. A form of Notice of Request for
         Letter of Credit is attached as Schedule 2.2(a)(ii).

                  (iii) Swingline Loans. In the case of Swingline Loans, to the
         Swingline Lender with a copy to the Administrative Agent not later than
         11:00 A.M. (Charlotte time) on the Business Day of the requested
         borrowing. Each such request for borrowing shall be irrevocable and
         shall specify (A) that a Swingline Loan is requested, (B) the date of
         the requested borrowing (which shall be a Business Day), (C) the
         aggregate principal amount to be borrowed, and (D) the interest rate
         option and maturity requested therefor. A form of Notice of Borrowing
         is attached as Schedule 2.2(a)(iii). Notwithstanding the foregoing, in
         the event that an "auto borrow" or "zero balance" or similar
         arrangement shall then be in place between the Borrower and the
         Swingline Lender, the Borrower shall request Swingline Loans pursuant
         to such alternative notice arrangements, if any, provided thereunder or
         in connection therewith. Each Swingline Loan shall have a maturity date
         as the Borrower may request and the Swingline Lender may agree.

         (b) Minimum Amounts. Each Revolving Loan advance shall be (i) in the
case of Eurocurrency Loans denominated in Dollars, in a minimum principal amount
of $1,000,000 and integral multiples of $250,000 in excess thereof, (ii) in the
case of Eurocurrency Loans denominated in Available Foreign Currency, in a
principal amount of a whole multiple of 1,000 units of such Available Foreign
Currency in excess of a Dollar Amount of $1,000,000 and (iii) in the case of
Base Rate Loans, $1,000,000 (or, if less, the remaining Aggregate Revolving
Committed Amount) and integral multiples of $100,000 in excess thereof. Each
Swingline Loan advance shall be in a minimum principal amount of $50,000 and
integral multiples of $50,000 in excess thereof (or the remaining amount of the
Swingline Committed Amount, if less), provided that in the event that an
"auto-borrow" or "zero balance" or other similar arrangement shall then be in
place between the Borrower and the Swingline Lender, each Swingline Loan advance
shall be in such minimum amounts, if any, provided by such agreement.

<PAGE>

         (c) Information Not Provided. If in connection with any such request
for a Revolving Loan, the Borrower shall fail to specify (i) an applicable
Interest Period in the case of a Eurocurrency Loan, the Borrower shall be deemed
to have requested an Interest Period of one month, or (ii) the type of Loan
requested, the Borrower shall be deemed to have requested a Base Rate Loan.

         (d) Maximum Number of Eurocurrency Loans. In connection with any
request for a Revolving Loan, Revolving Loans may be comprised of no more than
five (5) Eurocurrency Loans outstanding at any time. For purposes hereof,
Eurocurrency Loans with separate or different Interest Periods will be
considered as separate Eurocurrency Loans even if their Interest Periods expire
on the same date.

2.3      Interest.

         Subject to Section 3.1, the Loans shall bear interest at a per annum
rate, payable in arrears on each applicable Interest Payment Date (or at such
other times as may be specified herein), as follows:

                  (a) Base Rate Loans. During such periods as the Loans shall be
         comprised of Base Rate Loans, the Adjusted Base Rate;

                  (b) Eurocurrency Loans. During such periods as the Loans shall
         be comprised of Eurocurrency Loans, the Adjusted Eurocurrency Rate; and

                  (c) Quoted Rate Swingline Loans. During such periods as the
         Swingline Loans shall be comprised of Quoted Rate Swingline Loans, the
         Quoted Rate.

2.4      Repayment.

                  (a) Revolving Loans. The principal amount of all Revolving
         Loans shall be due and payable in full on the Termination Date.

                  (b) Swingline Loans. The principal amount of all Swingline
         Loans shall be due and payable in full on the earlier of (A) the
         maturity date agreed to by the Swingline Lender and the Borrower with
         respect to such Swingline Loan, or (B) the Termination Date.

2.5      Notes.

         The Revolving Loans and Swingline Loans shall be evidenced by the
         Revolving Notes.

2.6      Additional Provisions relating to Letters of Credit.

         (a) Reports. The Issuing Lender will provide to the Administrative
Agent for dissemination to the Lenders quarterly a detailed summary report on
each Letter of Credit, including, among other things, the Credit Party for whose
account the Letter of Credit is issued, the beneficiary, the face amount, and
the expiry date. The Issuing Lender will provide copies of the Letters of Credit
to the Administrative Agent and the Lenders promptly upon request.

         (b) Participation. Upon the issuance of a Letter of Credit, each Lender
shall be deemed to have purchased without recourse a risk participation from the
Issuing Lender in such Letter of Credit and the obligations arising thereunder,
in each case in an amount equal to its pro rata share of the obligations under

<PAGE>

such Letter of Credit (based on the respective Revolving Commitment Percentages
of the Lenders) and shall absolutely, unconditionally and irrevocably assume, as
primary obligor and not as surety, and be obligated to pay to the Issuing Lender
therefor and discharge when due, its pro rata share of the obligations arising
under such Letter of Credit. Without limiting the scope and nature of each
Lender's participation in any Letter of Credit, to the extent that the Issuing
Lender has not been reimbursed as required hereunder or under any such Letter of
Credit, each Lender shall pay to the Issuing Lender its pro rata share of such
unreimbursed drawing in same day funds on the day of notification by the Issuing
Lender of an unreimbursed drawing pursuant to the provisions of subsection (d)
hereof. The obligation of each Lender to so reimburse the Issuing Lender shall
be absolute and unconditional and shall not be affected by the occurrence of a
Default, an Event of Default or any other occurrence or event. Any such
reimbursement shall not relieve or otherwise impair the obligation of the
Borrower to reimburse the Issuing Lender under any Letter of Credit, together
with interest as hereinafter provided.

         (c) Reimbursement. In the event of any drawing under any Letter of
Credit, the Issuing Lender will promptly notify the Borrower. Unless the
Borrower shall immediately notify the Issuing Lender that the Borrower intends
to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall
be deemed to have requested that the Lenders make a Revolving Loan in the amount
of the drawing as provided in subsection (d) hereof on the related Letter of
Credit, the proceeds of which will be used to satisfy the related reimbursement
obligations. The Borrower promises to reimburse the Issuing Lender on the day of
drawing under any Letter of Credit (either with the proceeds of a Revolving Loan
obtained hereunder or otherwise) in same day funds. If the Borrower shall fail
to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount
of such drawing shall bear interest at a per annum rate equal to the Adjusted
Base Rate plus two percent (2%). The Borrower's reimbursement obligations
hereunder shall be absolute and unconditional under all circumstances
irrespective of any rights of setoff, counterclaim or defense to payment the
Borrower may claim or have against the Issuing Lender, the Administrative Agent,
the Lenders, the beneficiary of the Letter of Credit drawn upon or any other
Person, including without limitation any defense based on any failure of the
Borrower or any other Credit Party to receive consideration or the legality,
validity, regularity or unenforceability of the Letter of Credit. The Issuing
Lender will promptly notify the other Lenders of the amount of any unreimbursed
drawing and each Lender shall promptly pay to the Administrative Agent for the
account of the Issuing Lender in Dollars and in immediately available funds, the
amount of such Lender's Revolving Commitment Percentage of such unreimbursed
drawing. Such payment shall be made on the day such notice is received by such
Lender from the Issuing Lender if such notice is received at or before 2:00 P.M.
(Charlotte time) otherwise such payment shall be made at or before 12:00 Noon
(Charlotte time) on the Business Day next succeeding the day such notice is
received. If such Lender does not pay such amount to the Issuing Lender in full
upon such request, such Lender shall, on demand, pay to the Administrative Agent
for the account of the Issuing Lender interest on the unpaid amount during the
period from the date of such drawing until such Lender pays such amount to the
Issuing Lender in full at a rate per annum equal to, if paid within two (2)
Business Days of the date that such Lender is required to make payments of such
amount pursuant to the preceding sentence, the Federal Funds Rate and thereafter
at a rate equal to the Base Rate. Each Lender's obligation to make such payment
to the Issuing Lender, and the right of the Issuing Lender to receive the same,
shall be absolute and unconditional, shall not be affected by any circumstance
whatsoever and without regard to the termination of this Credit Agreement or the
Commitments hereunder, the existence of a Default or Event of Default or the
acceleration of the obligations of the Borrower hereunder and shall be made
without any offset, abatement, withholding or reduction whatsoever.
Simultaneously with the making of each such payment by a Lender to the Issuing
Lender, such Lender shall, automatically and without any further action on the
part of the Issuing Lender or such Lender, acquire a participation in an amount
equal to such payment (excluding the portion of such payment constituting

<PAGE>

interest owing to the Issuing Lender) in the related unreimbursed drawing
portion of the LOC Obligation and in the interest thereon and in the related LOC
Documents, and shall have a claim against the Borrower with respect thereto.

         (d) Repayment with Revolving Loans. On any day on which the Borrower
shall have requested, or been deemed to have requested, a Revolving Loan advance
to reimburse a drawing under a Letter of Credit, the Administrative Agent shall
give notice to the Lenders that a Revolving Loan has been requested or deemed
requested by the Borrower to be made in connection with a drawing under a Letter
of Credit, in which case a Revolving Loan advance comprised of Base Rate Loans
(or Eurocurrency Loans to the extent the Borrower has complied with the
procedures of Section 2.2(a)(i) with respect thereto) shall be promptly made to
the Borrower by all Lenders (notwithstanding any termination of the Commitments
pursuant to Section 9.2) pro rata based on the respective Revolving Commitment
Percentages of the Lenders (determined before giving effect to any termination
of the Commitments pursuant to Section 9.2) and the proceeds thereof shall be
paid directly to the Issuing Lender for application to the respective LOC
Obligations. Each such Lender hereby irrevocably agrees to make its Revolving
Commitment Percentage of each such Revolving Loan promptly upon any such request
or deemed request in the amount, in the manner and on the date specified in the
preceding sentence notwithstanding (i) the amount of such borrowing may not
comply with the minimum amount for advances of Revolving Loans otherwise
required hereunder, (ii) whether any conditions specified in Section 5.2 are
then satisfied, (iii) whether a Default or an Event of Default then exists, (iv)
failure for any such request or deemed request for Revolving Loan to be made by
the time otherwise required hereunder, (v) whether the date of such borrowing is
a date on which Revolving Loans are otherwise permitted to be made hereunder or
(vi) any termination of the Commitments relating thereto immediately prior to or
contemporaneously with such borrowing. In the event that any Revolving Loan
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code with respect to the Borrower or any Credit Party), then each
such Lender hereby agrees that it shall forthwith purchase (as of the date such
borrowing would otherwise have occurred, but adjusted for any payments received
from the Borrower on or after such date and prior to such purchase) from the
Issuing Lender such participation in the outstanding LOC Obligations as shall be
necessary to cause each such Lender to share in such LOC Obligations ratably
(based upon the respective Commitment Percentages of the Lenders (determined
before giving effect to any termination of the Commitments pursuant to Section
9.2)), provided that in the event such payment is not made on the day of
drawing, such Lender shall pay in addition to the Issuing Lender interest on the
amount of its unfunded Participation Interest at a rate equal to, if paid within
two (2) Business Days of the date of drawing, the Federal Funds Rate, and
thereafter at the Base Rate.

         (e) Designation of other Credit Parties as Account Parties.
Notwithstanding anything to the contrary set forth in this Credit Agreement,
including without limitation Section 2.2(a)(ii) hereof, a Letter of Credit
issued hereunder may contain a statement to the effect that such Letter of
Credit is issued for the account of a Credit Party other than the Borrower,
provided that notwithstanding such statement, the Borrower shall be the actual
account party for all purposes of this Credit Agreement for such Letter of
Credit and such statement shall not affect the Borrower's reimbursement
obligations hereunder with respect to such Letter of Credit.

         (f) Renewal, Extension. The renewal or extension of any Letter of
Credit shall, for purposes hereof, be treated in all respects the same as the
issuance of a new Letter of Credit hereunder.

         (g) Uniform Customs and Practices. The Issuing Lender may have the
Letters of Credit be subject to The Uniform Customs and Practice for Documentary
Credits (the "UCP") or the International Standby Practices 1998 (the "ISP98"),
in either case as published as of the date of issue by the International Chamber
of Commerce, in which case the UCP or the ISP98, as applicable, may be
incorporated therein and deemed in all respects to be a part thereof.

<PAGE>

         (h) Indemnification; Nature of Issuing Lender's Duties.

                  (i) In addition to its other obligations under this Section
         2.6, the Borrower hereby agrees to protect, indemnify, pay and save the
         Issuing Lender and the Lenders harmless from and against any and all
         claims, demands, liabilities, damages, losses, costs, charges and
         expenses (including reasonable attorneys' fees) that the Issuing Lender
         or any Lender may incur or be subject to as a consequence, direct or
         indirect, of (A) the issuance of any Letter of Credit or (B) the
         failure of the Issuing Lender to honor a drawing under a Letter of
         Credit as a result of any act or omission, whether rightful or
         wrongful, of any present or future de jure or de facto government or
         governmental authority (all such acts or omissions, herein called
         "Government Acts").

                  (ii) As between the Borrower and the Issuing Lender, the
         Borrower shall assume all risks of the acts, omissions or misuse of any
         Letter of Credit by the beneficiary thereof. The Issuing Lender shall
         not be responsible: (A) for the form, validity, sufficiency, accuracy,
         genuineness or legal effect of any document submitted by any party in
         connection with the application for and issuance of any Letter of
         Credit, even if it should in fact prove to be in any or all respects
         invalid, insufficient, inaccurate, fraudulent or forged; (B) for the
         validity or sufficiency of any instrument transferring or assigning or
         purporting to transfer or assign any Letter of Credit or the rights or
         benefits thereunder or proceeds thereof, in whole or in part, that may
         prove to be invalid or ineffective for any reason; (C) for errors,
         omissions, interruptions or delays in transmission or delivery of any
         messages, by mail, cable, telegraph, telex or otherwise, whether or not
         they be in cipher; (D) for any loss or delay in the transmission or
         otherwise of any document required in order to make a drawing under a
         Letter of Credit or of the proceeds thereof; and (E) for any
         consequences arising from causes beyond the control of the Issuing
         Lender, including, without limitation, any Government Acts. None of the
         above shall affect, impair, or prevent the vesting of the Issuing
         Lender's rights or powers hereunder.

                  (iii) In furtherance and extension and not in limitation of
         the specific provisions hereinabove set forth, any action taken or
         omitted by the Issuing Lender, under or in connection with any Letter
         of Credit or the related certificates, if taken or omitted in good
         faith, shall not put such Issuing Lender under any resulting liability
         to the Borrower or any other Credit Party. It is the intention of the
         parties that this Credit Agreement shall be construed and applied to
         protect and indemnify the Issuing Lender against any and all risks
         involved in the issuance of the Letters of Credit, all of which risks
         are hereby assumed by the Borrower (on behalf of itself and each of the
         other Credit Parties), including, without limitation, any and all
         Government Acts. The Issuing Lender shall not, in any way, be liable
         for any failure by the Issuing Lender or anyone else to pay any drawing
         under any Letter of Credit as a result of any Government Acts or any
         other cause beyond the control of the Issuing Lender.

                  (iv) Nothing in this subsection (h) is intended to limit the
         reimbursement obligations of the Borrower contained in subsection (d)
         above. The obligations of the Borrower under this subsection (h) shall
         survive the termination of this Credit Agreement. No act or omissions
         of any current or prior beneficiary of a Letter of Credit shall in any
         way affect or impair the rights of the Issuing Lender to enforce any
         right, power or benefit under this Credit Agreement.

<PAGE>

                  (v) Notwithstanding anything to the contrary contained in this
         subsection (h), the Borrower shall have no obligation to indemnify the
         Issuing Lender in respect of any liability incurred by the Issuing
         Lender (A) arising solely out of the gross negligence or willful
         misconduct of the Issuing Lender, as determined by a court of competent
         jurisdiction, or (B) caused by the Issuing Lender's failure to pay
         under any Letter of Credit after presentation to it of a request
         strictly complying with the terms and conditions of such Letter of
         Credit, as determined by a court of competent jurisdiction, unless such
         payment is prohibited by any law, regulation, court order or decree.

         (i) Responsibility of Issuing Lender. It is expressly understood and
agreed that the obligations of the Issuing Lender hereunder to the Lenders are
only those expressly set forth in this Credit Agreement and that the Issuing
Lender shall be entitled to assume that the conditions precedent set forth in
Section 5.2 have been satisfied unless it shall have acquired actual knowledge
that any such condition precedent has not been satisfied; provided, however,
that nothing set forth in this Section 2.6 shall be deemed to prejudice the
right of any Lender to recover from the Issuing Lender any amounts made
available by such Lender to the Issuing Lender pursuant to this Section 2.6 in
the event that it is determined by a court of competent jurisdiction that the
payment with respect to a Letter of Credit constituted gross negligence or
willful misconduct on the part of the Issuing Lender.

         (j) Conflict with LOC Documents. In the event of any conflict between
this Credit Agreement and any LOC Document (including any letter of credit
application), this Credit Agreement shall control.

2.7      Additional Provisions relating to Swingline Loans.

         The Swingline Lender may, at any time, in its sole discretion, by
written notice to the Borrower and the Lenders, demand repayment of its
Swingline Loans by way of a Revolving Loan advance, in which case the Borrower
shall be deemed to have requested a Revolving Loan advance comprised solely of
Base Rate Loans in the amount of such Swingline Loans; provided, however, that
any such demand shall be deemed to have been given one Business Day prior to the
Termination Date and on the date of the occurrence of any Event of Default
described in Section 9.1 and upon acceleration of the indebtedness hereunder and
the exercise of remedies in accordance with the provisions of Section 9.2. Each
Lender hereby irrevocably agrees to make its Revolving Commitment Percentage of
each such Revolving Loan in the amount, in the manner and on the date specified
in the preceding sentence notwithstanding (I) the amount of such borrowing may
not comply with the minimum amount for advances of Revolving Loans otherwise
required hereunder, (II) whether any conditions specified in Section 5.2 are
then satisfied, (III) whether a Default or an Event of Default then exists, (IV)
failure of any such request or deemed request for Revolving Loan to be made by
the time otherwise required hereunder, (V) whether the date of such borrowing is
a date on which Revolving Loans are otherwise permitted to be made hereunder or
(VI) any termination of the Commitments relating thereto immediately prior to or
contemporaneously with such borrowing. In the event that any Revolving Loan
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code with respect to the Borrower or any other Credit Party), then
each Lender hereby agrees that it shall forthwith purchase (as of the date such
borrowing would otherwise have occurred, but adjusted for any payments received
from the Borrower on or after such date and prior to such purchase) from the
Swingline Lender such Participation Interests in the outstanding Swingline Loans
as shall be necessary to cause each such Lender to share in such Swingline Loans
ratably based upon its Revolving Commitment Percentage (determined before giving
effect to any termination of the Commitments pursuant to Section 3.4), provided
that (A) all interest payable on the Swingline Loans shall be for the account of
the Swingline Lender until the date as of which the respective Participation
Interest is funded and (B) at the time any purchase of Participation Interests

<PAGE>

pursuant to this sentence is actually made, the purchasing Lender shall be
required to pay to the Swingline Lender, to the extent not paid to the Swingline
Lender by the Borrower in accordance with the terms of Section 2.4(b), interest
on the principal amount of Participation Interests purchased for each day from
and including the day upon which such borrowing would otherwise have occurred to
but excluding the date of payment for such Participation Interests, at the rate
equal to the Federal Funds Rate.


                                    SECTION 3

                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

3.1      Default Rate.

         Upon the occurrence, and during the continuance, of an Event of
Default, (i) the principal of and, to the extent permitted by law, interest on
the Loans and any other amounts owing hereunder or under the other Credit
Documents shall bear interest, payable on demand, at a per annum rate 2% greater
than the rate which would otherwise be applicable (or if no rate is applicable,
whether in respect of interest, fees or other amounts, then the Adjusted Base
Rate plus 2%) and (ii) the Standby Letter of Credit Fee and the Trade Letter of
Credit Fee shall accrue at a per annum rate 2% greater than the rate which would
otherwise be applicable.

3.2      Extension and Conversion.

         The Borrower shall have the option, on any Business Day, to extend
existing Loans into a subsequent permissible Interest Period or to convert Loans
into Loans of another interest rate type; provided, however, that (i) except as
provided in Section 3.10, Eurocurrency Loans may be converted into Base Rate
Loans or extended as Eurocurrency Loans for new Interest Periods only on the
last day of the Interest Period applicable thereto, (ii) Eurocurrency Loans may
be extended, and Base Rate Loans may be converted into Eurocurrency Loans, only
if the conditions precedent set forth in Section 5.2 are satisfied on the date
of Continuation or Conversion, (iii) Loans extended as, or converted into,
Eurocurrency Loans shall be subject to the terms of the definition of "Interest
Period" and shall be in such minimum amounts as provided in Section 2.2(b), (iv)
any request for Continuation or Conversion of a Eurocurrency Loan which shall
fail to specify an Interest Period shall be deemed to be a request for an
Interest Period of one month and (v) except as provided in Section 3.10, Foreign
Currency Loans may be extended only as Eurocurrency Loans and may not be
converted into Base Rate Loans. The Borrower shall deliver a Notice of
Extension/Conversion (or telephonic notice promptly confirmed in writing) to the
Administrative Agent not later than 11:00 A.M. (Charlotte time) (a) on the
Business Day of the requested Continuation or Conversion in the case of the
Conversion of a Eurocurrency Loan into a Base Rate Loan, (b) on the third
Business Day prior to the date of the requested Continuation or Conversion in
the case of the Continuation of a Eurocurrency Loan as, or Conversion of a Base
Rate Loan into, a Eurocurrency Loan (that is not a Foreign Currency Loan), and
(c) on the fourth Business Day prior to the date of the requested Contination or
Conversion, in the case of the Continuation of a Eurocurrency Loan as, or
Conversion of a Base Rate Loan into, a Eurocurrency Loan that is a Foreign
Currency Loan. The Notice of Extension/Conversion shall specify (a) the date of
the proposed Continuation or Conversion, (b) the Loans to be Continued or
Converted, (c) in the case of a Conversion, the type(s) of Loans and the
Applicable Currency into which such Loans are to be converted and (d) if
appropriate, the applicable Interest Periods with respect thereto. Each request
for Continuation or Conversion shall be irrevocable and shall constitute a
representation and warranty by the Borrower of the matters specified in Section

<PAGE>

5.2. In the event the Borrower fails to request Continuation or Conversion of
any Eurocurrency Loan in accordance with this Section, or any such Conversion or
Continuation is not permitted or required by this Section, then such
Eurocurrency Loan shall be automatically converted into a Base Rate Loan at the
end of the Interest Period applicable thereto. The Administrative Agent shall
give each Lender notice as promptly as practicable of any such proposed
Continuation or Conversion affecting any Revolving Loan.

3.3      Prepayments.

         (a) Voluntary Prepayments. The Loans may be repaid in whole or in part
without premium or penalty; provided that (i) Eurocurrency Loans may be prepaid
only upon three (3) Business Days' prior written notice to the Administrative
Agent and must be accompanied by payment of any amounts owing under Section
3.12, and (ii) partial prepayments shall be (A) in the case of Eurocurrency
Loans, in a minimum principal Dollar Amount of $1,000,000 and integral multiples
of $250,000 in excess thereof, (B) in the case of Base Rate Loans, in minimum
principal amounts of $1,000,000 and integral multiples of $100,000 in excess
thereof and (C) in the case of Swingline Loans, in minimum principal amounts of
$50,000 and integral multiples of $50,000 in excess thereof, provided that in
the event that an "auto-borrow" or "zero balance" or other similar arrangement
shall then be in place between the Borrower and the Swingline Lender, Swingline
Loans shall be prepaid in such minimum amounts, if any, provided by such
agreement.

         (b)      Mandatory Prepayments.

                  (i)      Committed Amounts.

                           (A) If at any time the aggregate principal Dollar
                  Amount of Obligations shall exceed the Aggregate Revolving
                  Committed Amount, then the Administrative Agent shall give
                  notice thereof to the Borrower and immediately upon receipt of
                  such notice the Borrower shall make payment on the Revolving
                  Loans and/or Swingline Loans or make payment to a cash
                  collateral account in respect of LOC Obligations in an amount
                  sufficient to eliminate the excess.

                           (B) If on any Determination Date the Administrative
                  Agent determines that the aggregate principal Dollar Amount of
                  Foreign Currency Loans exceeds the Aggregate Foreign Currency
                  Loan Committed Amount by more than $500,000, then the
                  Administrative Agent shall give notice thereof to the Borrower
                  and immediately upon receipt of such notice the Borrower shall
                  make payment on the Foreign Currency Loans such that after
                  giving effect to such payment the aggregate principal Dollar
                  Amount of Foreign Currency Loans shall not exceed the Foreign
                  Currency Loan Committed Amount.

                           (C) If at any time the aggregate amount of LOC
                  Obligations shall exceed the LOC Committed Amount, the
                  Borrower shall immediately make payment to a cash collateral
                  account in respect of the LOC Obligations in an amount
                  sufficient to eliminate the excess.

                           (D) If at any time the aggregate principal amount of
                  Swingline Loans shall exceed the Swingline Committed Amount,
                  the Borrower shall immediately make payment on the Swingline
                  Loans in an amount sufficient to eliminate the excess.

<PAGE>

                  (ii) Asset Dispositions. The Obligations shall be immediately
         prepaid as hereafter provided in an amount equal to one hundred percent
         (100%) of the Net Cash Proceeds received from any Asset Disposition to
         the extent (A) such Net Cash Proceeds are not reinvested in the same or
         similar property or assets within six (6) months of the date of such
         Asset Disposition, and (B) the aggregate amount of such Net Cash
         Proceeds not reinvested in accordance with the foregoing clause (A)
         shall exceed $3,000,000 in any fiscal year.

                  (iii) Debt Transactions. The Obligations shall be immediately
         prepaid as hereafter provided in an amount equal to one hundred percent
         (100%) of the Net Cash Proceeds received from any Debt Transaction.

         (c) Application. Voluntary prepayments shall be applied as specified by
the Borrower or, if not so specified, first to Base Rate Loans, then to
Eurocurrency Loans and Quoted Rate Swingline Loans in direct order of Interest
Period maturities and then to a cash collateral account to secure LOC
Obligations. Mandatory prepayments shall be applied first to Base Rate Loans,
then to Eurocurrency Loans and Quoted Rate Swingline Loans in direct order of
Interest Period maturities and then to a cash collateral account to secure LOC
Obligations (with a corresponding reduction in the Aggregate Revolving Committed
Amount in an aggregate amount of prepayments required in respect of Asset
Dispositions and Debt Transactions under clauses (ii) and (iii) of Section
3.3(b) hereof.

3.4      Reduction and Termination of Commitments.

         (a) Voluntary Reduction of Commitments. The Commitments may be
terminated or permanently reduced in whole or in part by the Borrower upon three
(3) Business Days' prior written notice to the Administrative Agent, provided
that (i) after giving effect to any voluntary reduction the aggregate amount of
Obligations shall not exceed the Aggregate Revolving Committed Amount, as
reduced, and (ii) partial reductions shall be in a minimum principal amount of
$5,000,000, and in integral multiples of $1,000,000 in excess thereof.

         (b) Termination of Commitments. The Commitments shall terminate on the
Termination Date.

3.5      Fees.

         (a) Commitment Fee. In consideration of the Revolving Commitments, the
Borrower agrees to pay to the Administrative Agent for the ratable benefit of
the Lenders a commitment fee (the "Commitment Fee") equal to the Applicable
Percentage per annum on the average daily unused amount of the Aggregate
Revolving Committed Amount for the applicable period. The Commitment Fee shall
be payable quarterly in arrears on the last Business Day of each March, June,
September and December for the immediately preceding quarter (or a portion
thereof). For purposes of computation of the Commitment Fee, (i) Swingline Loans
shall not be counted toward or considered usage of the Aggregate Revolving
Committed Amount and (ii) LOC Obligations shall be counted toward and considered
usage of the Aggregate Revolving Committed Amount.

         (b) Low Usage Fee. In consideration of the Revolving Commitments, the
Borrower agrees to pay to the Administrative Agent for the ratable benefit of
the Lenders a low usage fee (the "Low Usage Fee") equal to the Applicable

<PAGE>

Percentage per annum on the outstanding Obligations for any day that the average
outstanding Obligations for such day do not exceed an amount equal to
twenty-five percent (25%) of the Aggregate Revolving Committed Amount. The Low
Usage Fee shall be payable quarterly in arrears on the last Business Day of each
March, June, September and December for the immediately preceding calendar
quarter (or portion thereof) beginning with the first such date to occur after
the Closing Date (as well as on the Termination Date).

         (c)      Letter of Credit Fees.

                  (i) Standby Letter of Credit Issuance Fee. In consideration of
         the issuance of standby Letters of Credit, the Borrower promises to pay
         to the Administrative Agent for the account of each Lender a fee (the
         "Standby Letter of Credit Fee") on such Lender's Revolving Commitment
         Percentage of the average daily maximum amount available to be drawn
         under each such standby Letter of Credit computed at a per annum rate
         for each day from the date of issuance to the date of expiration equal
         to the Applicable Percentage for Eurocurrency Loans. The Standby Letter
         of Credit Fee shall be payable quarterly in arrears on the last
         Business Day of each March, June, September and December for the
         immediately preceding quarter (or a portion thereof).

                  (ii) Trade Letter of Credit Issuance Fee. In consideration of
         the issuance of trade Letters of Credit, the Borrower promises to pay
         to the Administrative Agent for the account of each Lender a fee (the
         "Trade Letter of Credit Fee") on such Lender's Revolving Commitment
         Percentage of the average daily maximum amount available to be drawn
         under each such trade Letter of Credit computed at a per annum rate for
         each day from the date of issuance to the date of expiration equal to
         fifty percent (50%) of the Applicable Percentage for Eurocurrency
         Loans. The Trade Letter of Credit Fee shall be payable quarterly in
         arrears on the last Business Day of each March, June, September and
         December for the immediately preceding quarter (or a portion thereof)
         and on the Termination Date.

                  (iii) Issuing Lender Fees. In addition to the Standby Letter
         of Credit Fee and the Trade Letter of Credit Fee, the Borrower promises
         to pay to the Administrative Agent for the account of the Issuing
         Lender without sharing by the other Lenders (i) a letter of credit
         fronting fee (the "Issuing Lender Fee") of one-eighth of one percent
         (0.125%) on the average daily maximum amount available to be drawn
         under each Letter of Credit computed at a per annum rate for each day
         from the date of issuance to the date of expiration and (ii) the
         customary charges from time to time of the Issuing Lender with respect
         to the issuance, amendment, transfer, administration, cancellation and
         conversion of, and drawings under, such Letters of Credit. The Issuing
         Lender Fee hereunder shall be payable quarterly in arrears on the last
         day of each March, June, September and December for the immediately
         preceding quarter (or portion thereof) and on the Termination Date.

         (d) Administrative Fees. The Borrower agrees to pay to the
Administrative Agent, for its own account, the fees referred to in the
Administrative Agent's Fee Letter.

3.6      Capital Adequacy.

         If, after the date hereof, the adoption or the becoming effective of,
or any change in, or any change by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof in
the interpretation or administration of, any applicable law, rule or regulation
regarding capital adequacy, or compliance by such Lender with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on such Lender's (including, for purposes
hereof, the parent company of such Lender) capital or assets as a consequence of
its commitments or obligations hereunder to a level below that which such Lender
could have achieved but for such adoption, effectiveness, change or compliance

<PAGE>

(taking into consideration such Lender's policies with respect to capital
adequacy), then, upon notice from such Lender to the Borrower, the Borrower
shall be obligated to pay to such Lender such additional amount or amounts as
will compensate such Lender for such reduction. Any Lender claiming compensation
under this Section 3.6 shall furnish to the Borrower and the Administrative
Agent a statement setting forth the additional amount or amounts to be paid to
it hereunder which shall be conclusive in the absence of manifest error. In
determining such amount, such Lender may use any reasonable averaging and
attribution methods.

3.7      Limitation on Eurocurrency Loans.

         If on or prior to the first day of any Interest Period for any
         Eurocurrency Loan:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive) that by reason of circumstances affecting the
         relevant market, adequate and reasonable means do not exist for
         ascertaining the Eurocurrency Rate for the Applicable Currency for such
         Interest Period;

                  (b) the Required Lenders determine (which determination shall
         be conclusive) and notify the Administrative Agent that the
         Eurocurrency Rate will not adequately and fairly reflect the cost to
         the Lenders of funding Eurocurrency Loans for the Applicable Currency
         for such Interest Period; or

                  (c) the Required Lenders determine (which determination shall
         be conclusive) and notify the Administrative Agent that deposits in the
         requested currency (in the requested amounts) are not being offered to
         such Lenders in the interbank eurocurrency market for the requested
         Interest Period;

then the Administrative Agent shall give the Borrower prompt notice thereof, and
so long as such condition remains in effect, the Lenders shall be under no
obligation to make additional Eurocurrency Loans, Continue Eurocurrency Loans,
or to Convert Base Rate Loans into Eurocurrency Loans with respect to the
affected currency.

3.8      Illegality.

         Notwithstanding any other provision of this Credit Agreement, in the
event that it becomes unlawful for any Lender (or its Applicable Lending Office)
to make, maintain, or fund Eurocurrency Loans hereunder in the Applicable
Currency, then such Lender shall promptly notify the Borrower thereof and such
Lender's obligation to make or Continue Eurocurrency Loans and to Convert Base
Rate Loans into Eurocurrency Loans with respect to the affected currency shall
be suspended until such time as such Lender may again make, maintain, and fund
Eurocurrency Loans in the affected currency (in which case the provisions of
Section 3.10 shall be applicable).

3.9      Requirements of Law.

         If, after the date hereof, the adoption of any applicable law, rule, or
regulation, or any change in any applicable law, rule, or regulation, or any
change in the interpretation or administration thereof by any Governmental
Authority, central bank, or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its Applicable Lending

<PAGE>

Office) with any request or directive (whether or not having the force of law)
of any such Governmental Authority, central bank, or comparable agency:

                  (i) shall subject such Lender (or its Applicable Lending
         Office) to any tax, duty, or other charge with respect to any
         Eurocurrency Loans, its Notes, or its obligation to make Eurocurrency
         Loans, or change the basis of taxation of any amounts payable to such
         Lender (or its Applicable Lending Office) under this Credit Agreement
         or its Notes in respect of any Eurocurrency Loans (other than taxes
         imposed on the overall net income of such Lender by the jurisdiction in
         which such Lender has its principal office or such Applicable Lending
         Office);

                  (ii) shall impose, modify, or deem applicable any reserve,
         special deposit, assessment, or similar requirement (other than the
         Eurocurrency Reserve Requirement utilized in the determination of the
         Eurocurrency Rate) relating to any extensions of credit or other assets
         of, or any deposits with or other liabilities or commitments of, such
         Lender (or its Applicable Lending Office), including the Commitment of
         such Lender hereunder; or

                  (iii) shall impose on such Lender (or its Applicable Lending
         Office) or the London interbank market any other condition affecting
         this Credit Agreement or its Notes or any of such extensions of credit
         or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, Converting into, Continuing, or
maintaining any Eurocurrency Loans or to reduce any sum received or receivable
by such Lender (or its Applicable Lending Office) under this Credit Agreement or
its Notes with respect to any Eurocurrency Loans, then the Borrower shall pay to
such Lender on demand such amount or amounts as will compensate such Lender for
such increased cost or reduction (but which amount or amounts shall not be in
duplication of any amount or amounts payable to such Lender under Section 3.11).
If any Lender requests compensation by the Borrower under this Section 3.9, the
Borrower may, by notice to such Lender (with a copy to the Administrative
Agent), suspend the obligation of such Lender to make or Continue Eurocurrency
Loans, or to Convert Base Rate Loans into Eurocurrency Loans, until the event or
condition giving rise to such request ceases to be in effect (in which case the
provisions of Section 3.10 shall be applicable); provided that such suspension
shall not affect the right of such Lender to receive the compensation so
requested. Each Lender shall promptly notify the Borrower and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Lender to compensation pursuant to this Section 3.9 and
will designate a different Applicable Lending Office if such designation will
avoid the need for, or reduce the amount of, such compensation and will not, in
the judgment of such Lender, be otherwise disadvantageous to it. Any Lender
claiming compensation under this Section 3.9 shall furnish to the Borrower and
the Administrative Agent a statement setting forth the additional amount or
amounts to be paid to it hereunder which shall be conclusive in the absence of
manifest error. In determining such amount, such Lender may use any reasonable
averaging and attribution methods.

3.10     Treatment of Affected Loans.

         If the obligation of any Lender to make any Eurocurrency Loan or to
Continue, or to Convert Base Rate Loans into, Eurocurrency Loans shall be
suspended pursuant to Section 3.8 or 3.9 hereof, such Lender's Eurocurrency
Loans shall be automatically Converted into Base Rate Loans on the last day(s)
of then current Interest Period(s) for such Eurocurrency Loans (or, in the case
of a Conversion required by Section 3.8 hereof, on such earlier date as such
Lender may specify to the Borrower with a copy to the Administrative Agent) and,

<PAGE>

unless and until such Lender gives notice as provided below that the
circumstances specified in Section 3.8 or 3.9 hereof that gave rise to such
Conversion no longer exist:

                  (a) to the extent that such Lender's Eurocurrency Loans have
         been so Converted, all payments and prepayments of principal that would
         otherwise be applied to such Lender's Eurocurrency Loans shall be
         applied instead to its Base Rate Loans; and

                  (b) all Loans that would otherwise be made or Continued by
         such Lender as Eurocurrency Loans shall be made or Continued instead as
         Base Rate Loans, and all Base Rate Loans of such Lender that would
         otherwise be Converted into Eurocurrency Loans shall remain as Base
         Rate Loans.

If such Lender gives notice to the Borrower (with a copy to the Administrative
Agent) that the circumstances specified in Section 3.8 or 3.9 hereof that gave
rise to the Conversion of such Lender's Eurocurrency Loans pursuant to this
Section 3.10 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Eurocurrency Loans made by other
Lenders are outstanding, such Lender's Base Rate Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Eurocurrency Loans, to the extent necessary so that, after
giving effect thereto, all Loans held by the Lenders holding Eurocurrency Loans
and by such Lender are held pro rata (as to principal amounts, interest rate
basis, and Interest Periods) in accordance with their respective Commitments.

3.11     Taxes.

         (a) Any and all payments by any Credit Party to or for the account of
any Lender or the Administrative Agent hereunder or under any other Credit
Document shall be made free and clear of and without deduction for any and all
present or future taxes, duties, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case
of each Lender and the Administrative Agent, taxes imposed on its income, and
franchise taxes imposed on it, by the jurisdiction under the laws of which such
Lender (or its Applicable Lending Office) or the Administrative Agent (as the
case may be) is organized or any political subdivision thereof (all such
non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings,
and liabilities being hereinafter referred to as "Taxes"). If any Credit Party
shall be required by law to deduct or withhold any Taxes from or in respect of
any sum payable under this Credit Agreement or any other Credit Document to any
Lender or the Administrative Agent, (i) the sum payable shall be increased as
necessary so that after making all required deductions and withholdings
(including deductions and withholdings applicable to additional sums payable
under this Section 3.11) such Lender or the Administrative Agent receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) such Credit Party shall make such deductions and withholdings, (iii) such
Credit Party shall pay the full amount deducted or withheld to the relevant
taxation authority or other authority in accordance with applicable law, and
(iv) such Credit Party shall furnish to the Administrative Agent, at its address
referred to in Section 11.1, the original or a certified copy of a receipt
evidencing payment thereof.

         (b) In addition, the Borrower agrees to pay any and all present or
future stamp or documentary taxes and any other excise or property taxes or
charges or similar levies which arise from any payment made under this Credit
Agreement or any other Credit Document or from the execution or delivery of, or
otherwise with respect to, this Credit Agreement or any other Credit Document
(hereinafter referred to as "Other Taxes").

<PAGE>

         (c) The Borrower agrees to indemnify each Lender and the Administrative
Agent for the full amount of Taxes and Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on
amounts payable under this Section 3.11) paid by such Lender or such
Administrative Agent (as the case may be) and any liability (including
penalties, interest, and expenses) arising therefrom or with respect thereto.

         (d) Each Lender that is not a United States person under Section
7701(a)(30) of the Internal Revenue Code, on or prior to the date of its
execution and delivery of this Credit Agreement in the case of each Lender
listed on the signature pages hereof and on or prior to the date on which it
becomes a Lender in the case of each other Lender, and from time to time
thereafter if requested in writing by the Borrower or the Administrative Agent
(but only so long as such Lender remains lawfully able to do so), shall provide
the Borrower and the Administrative Agent with (i) Internal Revenue Service Form
W-8 BEN or W-8 ECI, as appropriate, or any successor form prescribed by the
Internal Revenue Service, certifying that such Lender is entitled to benefits
under an income tax treaty to which the United States is a party which reduces
to zero the rate of withholding tax on payments of interest or certifying that
the income receivable pursuant to this Credit Agreement is effectively connected
with the conduct of a trade or business in the United States, (ii) Internal
Revenue Service Form W-8 or W-9, as appropriate, or any successor form
prescribed by the Internal Revenue Service, and/or (iii) any other form or
certificate required by any taxing authority (including any certificate required
by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that
such Lender is entitled to an exemption from tax on payments pursuant to this
Credit Agreement or any of the other Credit Documents.

         (e) For any period with respect to which a Lender has failed to provide
the Borrower and the Administrative Agent with the appropriate form pursuant to
Section 3.11(d) (unless such failure is due to a change in treaty, law, or
regulation occurring subsequent to the date on which a form originally was
required to be provided), such Lender shall not be entitled to indemnification
under Section 3.11(a), 3.11(b) or 3.11(c) with respect to Taxes imposed by the
United States; provided, however, that should a Lender, which is otherwise
exempt from or subject to a reduced rate of withholding tax, become subject to
Taxes because of its failure to deliver a form required hereunder, the Borrower
shall take such steps as such Lender shall reasonably request to assist such
Lender to recover such Taxes.

         (f) If any Credit Party is required to pay additional amounts to or for
the account of any Lender pursuant to this Section 3.11, then such Lender will
agree to use reasonable efforts to change the jurisdiction of its Applicable
Lending Office so as to eliminate or reduce any such additional payment which
may thereafter accrue if such change, in the judgment of such Lender, is not
otherwise disadvantageous to such Lender.

         (g) Within thirty (30) days after the date of any payment of Taxes, the
applicable Credit Party shall furnish to the Administrative Agent the original
or a certified copy of a receipt evidencing such payment.

         (h) Without prejudice to the survival of any other agreement of the
Credit Parties hereunder, the agreements and obligations of the Credit Parties
contained in this Section 3.11 shall survive the repayment of the Loans, LOC
Obligations and other obligations under the Credit Documents and the termination
of the Commitments hereunder.

<PAGE>

3.12     Compensation.

         Upon the request of any Lender, the Borrower shall pay to such Lender
such amount or amounts as shall be sufficient (in the reasonable opinion of such
Lender) to compensate it for any loss, cost, or expense (including loss of
anticipated profits) incurred by it as a result of:

                  (a) any payment, prepayment, or Conversion of a Eurocurrency
         Loan for any reason (including, without limitation, (i) in connection
         with any assignment by Bank of America pursuant to Section 11.3(b) as
         part of the primary syndication of the Loans during the 90-day period
         immediately following the Closing Date and (ii) the acceleration of the
         Loans pursuant to Section 9.2) on a date other than the last day of the
         Interest Period for such Loan; or

                  (b) any failure by the Borrower for any reason (including,
         without limitation, the failure of any condition precedent specified in
         Section 5 to be satisfied) to borrow, Convert, Continue, or prepay a
         Eurocurrency Loan on the date for such borrowing, Conversion,
         Continuation, or prepayment specified in the relevant notice of
         borrowing, prepayment, Continuation, or Conversion under this Credit
         Agreement.

With respect to Eurocurrency Loans, such indemnification may include an amount
equal to the excess, if any, of (a) the amount of interest which would have
accrued on the amount so prepaid, or not so borrowed, Converted or Continued,
for the period from the date of such prepayment or of such failure to borrow,
Convert or Continue to the last day of the applicable Interest Period (or, in
the case of a failure to borrow, Convert or Continue, the Interest Period that
would have commenced on the date of such failure) in each case at the applicable
rate of interest for such Eurocurrency Loans provided for herein (excluding,
however, the Applicable Percentage included therein, if any) over (b) the amount
of interest (as reasonably determined by such Lender) which would have accrued
to such Lender on such amount by placing such amount on deposit for a comparable
period with leading banks in the interbank Eurocurrency market. The covenants of
the Borrower set forth in this Section 3.12 shall survive the repayment of the
Loans, LOC Obligations and other obligations under the Credit Documents and the
termination of the Commitments hereunder.

3.13     Pro Rata Treatment.

         Except to the extent otherwise provided herein:

                  (a) Loans. Each Revolving Loan advance, each payment or
         prepayment of principal of any Revolving Loan (other than Swingline
         Loans) or reimbursement obligations arising from drawings under Letters
         of Credit, each payment of interest on any Revolving Loan, and each
         payment of interest thereon, each payment of the Commitment Fee, each
         payment of the Low Usage Fee, each payment of the Letter of Credit Fee,
         each reduction of Aggregate Revolving Committed Amount, and each
         conversion or extension of Revolving Loan shall be allocated pro rata
         among the Lenders according to the respective Revolving Commitment
         Percentages of the Lenders.

                  (b) Advances. No Lender shall be responsible for the failure
         or delay by any other Lender in its obligation to make its ratable
         share of a borrowing hereunder; provided, however, that the failure of
         any Lender to fulfill its obligations hereunder shall not relieve any
         other Lender of its obligations hereunder. Unless the Administrative
         Agent shall have been notified (i) by any Lender prior to the date of
         any requested borrowing that such Lender does not intend to make
         available to the Administrative Agent its ratable share of such

<PAGE>

         borrowing to be made on such date or (ii) by the Borrower prior to the
         date of any payment that the Borrower does not intend to make such
         payment available to the Administrative Agent on such date, the
         Administrative Agent may assume that such Lender or the Borrower, as
         applicable, has made such amount available to the Administrative Agent
         on the appropriate date, and in reliance upon such assumption, the
         Administrative Agent (in its sole discretion but without any obligation
         to do so) may make available to the Borrower or the Lenders, as
         applicable, a corresponding amount. If the appropriate amount is not in
         fact made available to the Administrative Agent by any Lender or the
         Borrower, as applicable, the Administrative Agent shall be able to
         recover such amount from such Lender. If such Lender does not pay such
         amount forthwith upon the Administrative Agent's demand therefor, the
         Administrative Agent will promptly notify the Borrower, and the
         Borrower shall immediately pay such amount to the Administrative Agent.
         The Administrative Agent shall also be entitled to recover from such
         Lender or the Borrower, as the case may be, interest on such amount in
         respect of each day from the date such amount was made available by the
         Administrative Agent to the Borrower to the date such amount is
         recovered by the Administrative Agent at a per annum rate equal to (i)
         from the Borrower at the applicable rate for the applicable borrowing
         pursuant to the Notice of Borrowing and (ii) from a Lender, if paid
         within two (2) Business Days of the date such amount was made available
         by the Administrative Agent to the Borrower, the Federal Funds Rate and
         thereafter at a rate equal to the Base Rate.

3.14     Sharing of Payments.

         (a) Lenders. The Lenders agree that, in the event that any Lender shall
obtain payment in respect of any Revolving Loan, LOC Obligation or any other
obligation owing to such Lender under this Credit Agreement through the exercise
of a right of setoff, banker's lien or counterclaim, or pursuant to a secured
claim under Section 506 of the Bankruptcy Code or other security or interest
arising from, or in lieu of, such secured claim, received by such Lender under
any applicable bankruptcy, insolvency or other similar law or otherwise, or by
any other means, in excess of its pro rata share of such payment as provided for
in this Credit Agreement, such Lender shall promptly purchase from the other
Lenders a participation in such Revolving Loan, LOC Obligation and other
obligations in such amounts, and make such other adjustments from time to time,
as shall be equitable to the end that all the Lenders share such payment in
accordance with the respective Revolving Commitment Percentages of the Lenders,
as provided for in this Credit Agreement. The Lenders further agree that if
payment to any such Lender obtained by such Lender through the exercise of a
right of setoff, banker's lien, counterclaim or other event as aforesaid shall
be rescinded or must otherwise be restored, each Lender which shall have shared
the benefit of such payment shall, by repurchase of a participation theretofore
sold, return its share of that benefit (together with its share of any accrued
interest payable with respect thereto) to each such Lender whose payment shall
have been rescinded or otherwise restored. The Borrower agrees that any Lender
so purchasing such a participation may, to the fullest extent permitted by law,
exercise all rights of payment, including setoff, banker's lien or counterclaim,
with respect to such participation as fully as if such Lender were a holder of
such Revolving Loan, LOC Obligation or other obligation in the amount of such
participation. If under any applicable bankruptcy, insolvency or other similar
law, any Lender receives a secured claim in lieu of a setoff to which this
Section 3.14 applies, such Lender shall, to the extent practicable, exercise its
rights in respect of such secured claim in a manner consistent with the rights
of the Lenders under this Section 3.14 to share in the benefits of any recovery
on such secured claim.

         (b) Lenders and Administrative Agent. Except as otherwise expressly
provided in this Credit Agreement, if any Lender or the Administrative Agent
shall fail to remit to the Administrative Agent or any other Lender an amount

<PAGE>

payable by such Lender or the Administrative Agent to the Administrative Agent
or such other Lender pursuant to this Credit Agreement on the date when such
amount is due, such payments shall be made together with interest thereon for
each date from the date such amount is due until the date such amount is paid to
the Administrative Agent or such other Lender at a rate per annum equal to the
Federal Funds Rate.

3.15     Payments, Computations, Etc.

         (a) Generally. The Administrative Agent shall provide the Borrower on
or prior to the date on which any interest or Fees are due hereunder with notice
of the amount of interest or Fees then due and, notwithstanding anything herein
to the contrary, the Borrower shall be obligated to make payment of such
interest or Fees on the later of the date when due and the date the
Administrative Agent provides notice of the amount of interest or Fees then due.
Each payment by a Credit Party on account of principal, interest, fees or other
amounts shall be made to the Administrative Agent at the Administrative Agent's
Office in Dollars (except as set forth below) and in immediately available funds
and shall be made without any setoff, deduction, counterclaim or withholding of
any kind. Payments of principal of, interest on or any other amount relating to
a Foreign Currency Loan shall be made in the Available Foreign Currency in which
such Foreign Currency Loan is denominated. Payments denominated in Dollars shall
be made no later than 2:00 p.m. (Charlotte time) on the relevant date and
payments denominated in an Available Foreign Currency shall be made by such time
as the Administrative Agent may determine to be necessary for such funds to be
credited on such date in accordance with normal banking practices in the place
of payment. Payments received after such time shall be deemed to have been
received on the next succeeding Business Day. The Administrative Agent may (but
shall not be obligated to) debit the amount of any such payment which is not
made by such time to any ordinary deposit account of the Borrower maintained
with such Administrative Agent (with notice to the Borrower). The Borrower
shall, at the time it makes any payment under this Credit Agreement, specify to
the Administrative Agent the Loans, LOC Obligations, Fees, interest or other
amounts payable by the Borrower hereunder to which such payment is to be applied
(and in the event that it fails so to specify, or if such application would be
inconsistent with the terms hereof, the Administrative Agent shall distribute
such payment to the Lenders in such manner as the Administrative Agent may
determine to be appropriate in respect of obligations owing by the Borrower
hereunder, subject to the terms of Section 3.14(a) and Section 3.15(b)). The
Administrative Agent will distribute such payments to the Lenders if any such
payment is received prior to 12:00 Noon (Charlotte, North Carolina time or
London time, as appropriate) on a Business Day in like funds as received prior
to the end of such Business Day and otherwise such Administrative Agent will
distribute such payment to the Lenders entitled thereto on the next succeeding
Business Day. Whenever any payment hereunder shall be stated to be due on a day
which is not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day (subject to accrual of interest and Fees for the period
of such extension). Except as expressly provided otherwise herein, all
computations of interest and fees shall be made on the basis of the actual
number of days elapsed over a year of 360 days ( except (a) the computation of
interest on Base Rate Loans determined by reference to the Prime Rate shall be
calculated based on a year of 365 or 366 days, as appropriate, and (b) the
computation of interest on Foreign Currency Loans may be made on such
alternative basis as the Administrative Agent reasonably determines to be
consistent with market practice). Interest shall accrue from and include the
date of borrowing, but exclude the date of payment.

         (b) Allocation of Payments After Event of Default. Notwithstanding any
other provisions of this Credit Agreement to the contrary, after the occurrence
and during the continuance of an Event of Default, all amounts collected or
received on or in respect of the Obligations (or other amounts owing under the
Credit Documents in connection therewith) shall be paid over or delivered as
follows:

<PAGE>

                           FIRST, to the payment of all reasonable out-of-pocket
                  costs and expenses (including without limitation reasonable
                  attorneys' fees) of the Administrative Agent incurred in
                  connection with the execution of its duties as Administrative
                  Agent in exercising or attempting to exercise rights and
                  remedies in respect of the collateral and all protective
                  advances made with respect thereto;

                           SECOND, to the payment of all reasonable
                  out-of-pocket costs and expenses (including without limitation
                  reasonable attorneys' fees) of the Administrative Agent in
                  connection with enforcing the rights and remedies of the
                  Lenders under the Credit Documents and any protective advances
                  made with respect thereto;

                           THIRD, to payment of any fees owed to the
                  Administrative Agent;

                           FOURTH, to the payment of all reasonable
                  out-of-pocket costs and expenses (including without
                  limitation, reasonable attorneys' fees) of each of the Lenders
                  hereunder in connection with enforcing its rights under the
                  Credit Documents or otherwise with respect to the Obligations
                  owing to such Lender;

                           FIFTH, to the payment of all accrued interest and
                  fees on or in respect of the Obligations;

                           SIXTH, to the payment of the outstanding principal
                  amount of the Obligations (including the payment or cash
                  collateralization of the outstanding LOC Obligations);

                           SEVENTH, to all other Obligations and other
                  obligations which shall have become due and payable under the
                  Credit Documents otherwise and not repaid pursuant to clauses
                  "FIRST" through "SIXTH" above; and

                           EIGHTH, to the payment of the surplus, if any, to
                  whoever may be lawfully entitled to receive such surplus.

         In carrying out the foregoing, (i) amounts received shall be applied in
         the numerical order provided until exhausted prior to application to
         the next succeeding category; and (ii) except as otherwise provided,
         the Lenders shall receive amounts ratably in accordance with their
         respective pro rata share (based on the proportion that then
         outstanding Obligations held by such Lenders bears to the aggregate
         amount of Obligations then outstanding) of amounts available to be
         applied pursuant to clauses "FOURTH", "FIFTH", "SIXTH" and "SEVENTH"
         above; and (iii) to the extent that any amounts available for
         distribution pursuant to clause "SIXTH" above are attributable to the
         issued but undrawn amount of outstanding Letters of Credit, such
         amounts shall be held by the Administrative Agent in a cash collateral
         account and applied (A) first, to reimburse the Issuing Lender for any
         drawings under such Letters of Credit and (B) then, following the
         expiration of all Letters of Credit, to all other obligations of the
         types described in clauses "FIFTH", "SIXTH", "SEVENTH" and "EIGHTH"
         above in the manner provided in this Section 3.15(b).

3.16     Evidence of Debt.

         (a) Each Lender shall maintain an account or accounts evidencing each
Revolving Loan made by such Lender to the Borrowers from time to time, including
the amounts of principal and interest payable and paid to such Lender from time
to time under this Credit Agreement. Each Lender will make reasonable efforts to

<PAGE>

maintain the accuracy of its account or accounts and to promptly update its
account or accounts from time to time, as necessary.

         (b) The Administrative Agent shall maintain the Register pursuant to
Section 11.3(c)(i), and a subaccount for each Lender, in which Register and
subaccounts (taken together) shall be recorded (A) the amount, type and Interest
Period of each such Revolving Loan hereunder, (B) the amount of any principal or
interest due and payable or to become due and payable to each Lender hereunder
and (C) the amount of any sum received by the Administrative Agent hereunder
from or for the account of the Borrower and each Lender's share thereof. The
Administrative Agent will make reasonable efforts to maintain the accuracy of
the subaccounts referred to in the preceding sentence and to promptly update
such subaccounts from time to time, as necessary.

         (c) The entries made in the accounts, Register and subaccounts
maintained pursuant to subsection (b) of this Section 3.16 (and, if consistent
with the entries of the Administrative Agent, subsection (a)) shall be prima
facie evidence of the existence and amounts of the obligations of the Credit
Parties therein recorded; provided, however, that the failure of any Lender or
the Administrative Agent to maintain any such account, such Register or such
subaccount, as applicable, or any error therein, shall not in any manner affect
the obligation of the Credit Parties to repay the Obligations and other amounts
owing hereunder to such Lender.

                                    SECTION 4

                                    GUARANTY
4.1      The Guaranty.

         (a) Each of the Guarantors hereby jointly and severally guarantees to
the Administrative Agent and to each of the holders of Guaranteed Obligations,
as hereinafter provided, as primary obligor and not as surety, the prompt
payment of the Guaranteed 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 Guaranteed 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 Guaranteed 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.

         (b) Notwithstanding any provision to the contrary contained herein or
in any other of the Credit Documents or Hedging Agreements, to the extent the
obligations of a Guarantor shall be adjudicated to be invalid or unenforceable
for any reason (including, without limitation, because of any applicable state,
provincial or federal law relating to fraudulent conveyances or transfers or the
granting of financial assistance) then the obligations of each Guarantor under
this Credit Agreement and the other Credit Documents shall be limited to the
maximum amount that is permissible under applicable law (whether federal, state
or provincial and including, without limitation, the Bankruptcy Code). In such
case or otherwise at the request of the Administrative Agent, each Credit Party
shall take such action and shall execute and deliver all such further documents
required by the Administrative Agent to cause the obligations of such Guarantor
to be enforceable to the extent required by this Agreement.

<PAGE>

4.2      Obligations Unconditional.

         The obligations of the Guarantors under Section 4.1 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Credit Documents or Hedging
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 Guaranteed 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 4.2 that the
obligations of the Guarantors hereunder shall be absolute and unconditional
under any and all circumstances. Each Guarantor agrees that such Guarantor shall
have no right of subrogation, indemnity, reimbursement or contribution against
the Borrower or any other Guarantor for amounts paid under this Section 4 until
such time as the holders of the Guaranteed Obligations have been paid in full in
respect of all Guaranteed Obligations, all Commitments under this Credit
Agreement have been terminated and no Person or Governmental Authority shall
have any right to request any return or reimbursement of funds from the Lenders
in connection with monies received under the Credit Documents or Hedging
Agreements between any member of the Consolidated Group and any Lender, or any
Affiliate of a Lender. Without limiting the generality of the foregoing, it is
agreed that, to the fullest extent permitted by law, the occurrence of any one
or more of the following shall not alter or impair the liability of any
Guarantor hereunder which shall remain absolute and unconditional as described
above:

                  (a) at any time or from time to time, without notice to any
         Guarantor, the time for any performance of or compliance with any of
         the Guaranteed 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 Credit Documents, any Hedging Agreement between any member of
         the Consolidated Group and any Lender or any Affiliate of a Lender, or
         any other agreement or instrument referred to in the Credit Documents
         or such Hedging Agreements shall be done or omitted;

                  (c) the maturity of any of the Guaranteed Obligations shall be
         accelerated, or any of the Guaranteed Obligations shall be modified,
         supplemented or amended in any respect, or any right under any of the
         Credit Documents, any Hedging Agreement between any member of the
         Consolidated Group and any Lender or any Affiliate of a Lender, or any
         other agreement or instrument referred to in the Credit Documents or
         such Hedging Agreements shall be waived or any other guarantee of any
         of the Guaranteed 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 Guaranteed
         Obligations shall fail to attach or be perfected; or

                  (e) any of the Guaranteed 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

<PAGE>

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 Credit Documents, any Hedging Agreement between any member of the
Consolidated Group and any Lender, or any Affiliate of a Lender, or any other
agreement or instrument referred to in the Credit Documents or such Hedging
Agreements, or against any other Person under any other guarantee of, or
security for, any of the Guaranteed Obligations.

4.3      Reinstatement.

         The obligations of the Guarantors under this Section 4 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 Guaranteed Obligations is rescinded
or must be otherwise restored by any holder of any of the Guaranteed
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, reasonable fees and expenses of
counsel) incurred by the Administrative Agent or such Lender in connection with
such rescission or restoration, including any such costs and expenses incurred
in defending against any claim alleging that such payment constituted a
preference, fraudulent transfer or similar payment under any bankruptcy,
insolvency or similar law.

4.4      Certain Additional Waivers.

         Each Guarantor agrees that such Guarantor shall have no right of
recourse to security for the Guaranteed Obligations, except through the exercise
of rights of subrogation pursuant to Section 4.2 and through the exercise of
rights of contribution pursuant to Section 4.6.

4.5      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 Guaranteed Obligations may be declared to be
forthwith due and payable as provided in Section 9.2 (and shall be deemed to
have become automatically due and payable in the circumstances provided in said
Section 9.2) for purposes of Section 4.1 notwithstanding any stay, injunction or
other prohibition preventing such declaration (or preventing the Guaranteed
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or the Guaranteed Obligations
being deemed to have become automatically due and payable), the Guaranteed
Obligations (whether or not due and payable by any other Person) shall forthwith
become due and payable by the Guarantors for purposes of Section 4.1. 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.

4.6      Rights of Contribution.

         The Guarantors hereby agree, as among themselves, that if any Guarantor
shall become an Excess Funding Guarantor (as defined below), each other
Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the
succeeding provisions of this Section 4.6), pay to such Excess Funding Guarantor
an amount equal to such Guarantor's Pro Rata Share (as defined below and
determined, for this purpose, without reference to the properties, assets,
liabilities and debts of such Excess Funding Guarantor) of such Excess Payment
(as defined below). The payment obligation of any Guarantor to any Excess
Funding Guarantor under this Section 4.6 shall be subordinate and subject in
right of payment to the prior payment in full of the obligations of such
Guarantor under the other provisions of this Section 4, and such Excess Funding

<PAGE>

Guarantor shall not exercise any right or remedy with respect to such excess
until payment and satisfaction in full of all of such obligations. For purposes
hereof, (a) "Excess Funding Guarantor" shall mean, in respect of any obligations
arising under the other provisions of this Section 4 (hereafter, the "Guarantied
Obligations"), a Guarantor that has paid an amount in excess of its Pro Rata
Share of the Guarantied Obligations; (b) "Excess Payment" shall mean, in respect
of any Guarantied Obligations, the amount paid by an Excess Funding Guarantor in
excess of its Pro Rata Share of such Guarantied Obligations; and (c) "Pro Rata
Share", for the purposes of this Section 4.6, shall mean, for any Guarantor, the
ratio (expressed as a percentage) of (i) the amount by which the aggregate
present fair saleable value of all of its assets and properties exceeds the
amount of all debts and liabilities of such Guarantor (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the
obligations of such Guarantor hereunder) to (ii) the amount by which the
aggregate present fair saleable value of all assets and other properties of the
Borrower and all of the Guarantors exceeds the amount of all of the debts and
liabilities (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of the Borrower and the Guarantors
hereunder) of the Borrower and all of the Guarantors, all as of the Closing Date
(if any Guarantor becomes a party hereto subsequent to the Closing Date, then
for the purposes of this Section 4.6 such subsequent Guarantor shall be deemed
to have been a Guarantor as of the Closing Date and the information pertaining
to, and only pertaining to, such Guarantor as of the date such Guarantor became
a Guarantor shall be deemed true as of the Closing Date).

4.7      Guarantee of Payment; Continuing Guarantee.

         The guarantee in this Section 4 is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all Guaranteed
Obligations whenever arising.


                                    SECTION 5

                                   CONDITIONS

5.1      Closing Conditions.

         The obligation of the Lenders to enter into this Credit Agreement and
to make the initial Extensions of Credit shall be subject to satisfaction of the
following conditions (in form and substance acceptable to the Lenders):

                  (a) Executed Credit Documents. Receipt by the Administrative
         Agent of: (i) multiple counterparts of this Credit Agreement, (ii) a
         Revolving Note for each Lender and (iii) multiple counterparts of the
         Collateral Documents, in each case executed by a duly authorized
         officer of each party thereto and in each case conforming to the
         requirements of this Credit Agreement.

                  (b) Legal Opinions. Receipt by the Administrative Agent of
         multiple counterparts of opinions of counsel for the Credit Parties
         relating to the Credit Documents and the transactions contemplated
         therein, in form and substance satisfactory to the Administrative Agent
         and the Lenders and including, among other things, opinions regarding
         enforceability of the Credit Documents and the perfection of the
         security interests created thereby.

                  (c) Financial Information. Receipt by the Lenders of such
         financial information regarding the members of the Consolidated Group
         as may be requested by, and in each case in form and substance
         satisfactory to, the Administrative Agent and the Lenders.

<PAGE>


                  (d) Personal Property Collateral. Receipt by the
         Administrative Agent of the following:

                      (i) UCC Financing Statements. Duly executed UCC financing
                statements for each jurisdiction as is necessary or appropriate,
                in the Administrative Agent's discretion, to perfect the
                security interests granted under the Collateral Documents.

                      (ii) Certificated Interests. Original certificates
                evidencing the Capital Stock that is pledged under the Pledge
                Agreement, together with undated stock transfer powers executed
                in blank.

                      (iii) Intellectual Property. Such patent, trademark and
                copyright notices and filings as necessary or appropriate, in
                the Administrative Agent's discretion, to perfect the security
                interests granted under the Security Agreement in Intellectual
                Property.

                  (e) Evidence of Insurance. Receipt by the Administrative Agent
         of insurance certificates or policies evidencing casualty insurance
         (including builders' risk and all-risk permanent policies) and
         liability conforming to the requirements of this Credit Agreement and
         the other Credit Documents, showing the Administrative Agent as sole
         loss payee with respect to casualty insurance and as additional insured
         with respect to liability insurance, in each case together with
         evidence of payment of premiums thereon.

                  (f) Absence of Legal Proceedings. There shall not exist any
         action, suit, investigation or proceeding pending in any court or
         before any arbitrator or Governmental Authority which could reasonably
         be expected to have a Material Adverse Effect.

                  (g) Corporate Documents.  Receipt by the Administrative Agent
         of the following (or their equivalent) for each of the Credit Parties:

                           (i) Charter Documents. Copies of the articles or
                  certificates of incorporation or other charter documents of
                  such Credit 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 and certified
                  by a secretary or assistant secretary of such Credit Party to
                  be true and correct as of the Closing Date.

                           (ii) Bylaws. A copy of the bylaws, operating
                  agreement or equivalent of such Credit Party certified by a
                  secretary or assistant secretary of such Credit Party to be
                  true and correct and in force and effect as of the Closing
                  Date.

                           (iii) Resolutions. Copies of resolutions of the board
                  of directors of such Credit Party approving and adopting the
                  Credit Documents to which it is a party, the transactions
                  contemplated therein and authorizing execution and delivery
                  thereof, certified by a secretary or assistant secretary of
                  such Credit Party to be true and correct and in force and
                  effect as of the Closing Date.

                           (iv) Good Standing. (A) certificates of good
                  standing, existence or its equivalent certified as of a recent
                  date by the appropriate governmental authorities of the state
                  of incorporation and each other state in which the failure to
<PAGE>

                  so qualify and be in good standing would be reasonably likely
                  to have a Material Adverse Effect and (B) certificates
                  indicating payment of all corporate franchise taxes certified
                  as of a recent date by the appropriate governmental taxing
                  authorities of the state of incorporation and each other state
                  in which the failure to pay corporate franchise taxes would be
                  reasonably likely to have a Material Adverse Effect.

                      (v) Officer's Certificate. An officer's certificate for
                each of the Credit Parties dated as of the Closing Date
                substantially in the form of Schedule 5.1(g)(v) with appropriate
                insertions and attachments.

                  (h) Priority of Liens. The Administrative Agent shall have
         received satisfactory evidence that (i) the Administrative Agent, on
         behalf of the Lenders, holds a perfected, first priority Lien on all
         Collateral and (ii) none of the Collateral is subject to any Liens
         other than Permitted Liens.

                  (i) Termination of Prior Credit Facility; Payoff Letter. The
         Borrower shall have repaid in full all of the loans and other
         obligations under the Prior Credit Facility and shall have terminated
         all of the commitments under the Prior Credit Facility. The
         Administrative Agent shall have received a payoff letter from the
         agent, on behalf of the lenders, under the Prior Credit Facility
         regarding the repayment of the obligations under the Prior Credit
         Facility and the release of the liens securing the Prior Credit
         Facility.

                  (j) Officer's Certificates. The Administrative Agent shall
         have received a certificate or certificates executed by an Executive
         Officer of the Borrower as of the Closing Date, in form and substance
         satisfactory to the Administrative Agent, stating that (A)
         governmental, shareholder and third party consents and approvals, if
         any, with respect to the Credit Documents and the transactions
         contemplated thereby have been obtained and are in full force and
         effect, and all applicable waiting periods shall have expired without
         any action that could have a Material Adverse Effect on the
         transactions contemplated hereby being taken by any authority, (B) 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 Credit Party or any transaction contemplated by
         the Credit Documents, if such action, suit, investigation or proceeding
         could have a Material Adverse Effect, and no order, decree, judgment,
         ruling or injunction restrains the consummation of the transactions
         contemplated in the Credit Documents, and (C) immediately after giving
         effect to the initial Loans made and Letters of Credit issued on the
         Closing Date, (1) no Default or Event of Default exists, (2) all
         representations and warranties contained herein and in the other Credit
         Documents are true and correct in all material respects and (3) the
         Credit Parties are in pro forma compliance with each of the financial
         covenants set forth in Section 7.11 (assuming for purposes hereof that
         such financial covenants were measured as of, and for the 12-month
         period ending on, such date).

                  (k) Fees and Expenses. Payment by the Credit Parties of all
         fees and expenses owed by them to the Lenders and the Administrative
         Agent, including, without limitation, payment to the Administrative
         Agent of the fees set forth in the Administrative Agent's Fee Letter.

<PAGE>

5.2      Conditions to all Extensions of Credit.

         The obligation of each Lender to make any Extension of Credit hereunder
(including the initial Extension of Credit to be made hereunder) is subject to
the satisfaction of the following conditions precedent on the date of making
such Extension of Credit:

                  (a) Representations and Warranties. The representations and
warranties made by the Credit Parties herein and in the other Credit Documents
and which are contained in any certificate furnished at any time under or in
connection herewith shall be true and correct in all material respects on and as
of the date of such Extension of Credit as if made on and as of such date
(except for those which expressly relate to an earlier date).

                  (b) No Default or Event of Default. No Default or Event of
Default shall have occurred and be continuing on such date or after giving
effect to the Extension of Credit to be made on such date unless such Default or
Event of Default shall have been waived in accordance with this Credit
Agreement.

                  (c) Other Conditions. The Borrower shall have satisfied the
conditions set forth in Section 2 and, in the case of Continuations and
Conversions, Section 3.2.

         Each request for an Extension of Credit (including Continuations and
Conversions) and each acceptance by the Borrower of an Extension of Credit
(including Continuations and Conversions) shall be deemed to constitute a
representation and warranty by the Borrower as of the date of such Extension of
Credit that the applicable conditions in this Section 5.2 have been satisfied.

                                    SECTION 6

                         REPRESENTATIONS AND WARRANTIES

         To induce the Lenders to enter into this Credit Agreement and to make
the Extensions of Credit hereunder, each of the Credit Parties hereby represents
and warrants to the Administrative Agent and to each Lender that:

6.1      Financial Condition.

         Each of the financial statements described below (copies of which have
heretofore been provided to the Administrative Agent for distribution to the
Lenders) have been prepared in accordance with GAAP consistently applied
throughout the periods covered thereby, are complete and correct in all material
respects and present fairly the financial condition (including disclosure of all
material liabilities, contingent or otherwise) and results from operations of
the entities and for the periods specified, subject in the case of interim
company-prepared statements to normal year-end adjustments and the absence of
footnotes:

                  (i) the audited consolidated balance sheets of the Borrower
         and its consolidated subsidiaries dated as of December 31, 1998,
         December 31, 1999 and December 31, 2000, together with the related
         audited statements of income, stockholders' equity and cash flows for
         the respective fiscal year then ended, certified by Arthur Andersen &
         Co., certified public accountants; and

<PAGE>

                  (ii) after the Closing Date, the annual and quarterly
         financial statements provided in accordance with Sections 7.1(a) and
         (b).

6.2      No Changes or Restricted Payments.

         Since December 31, 2000,

                  (i) for the period to the Closing Date, except as set forth on
         Schedule 6.2, (A) there have been no material sales, transfers or other
         dispositions of any material part of the business or property of the
         members of the Consolidated Group, nor have there been any material
         purchases or other acquisitions of any business or property (including
         the Capital Stock of any other person) by the members of the
         Consolidated Group, which are not reflected in the annual audited or
         company-prepared quarterly financial statements referenced in Section
         6.1(i) and (ii) hereof, and (B) no Restricted Payments have been
         declared or paid by members of the Consolidated Group; and

                  (ii) there has been no circumstance, development or event
         relating to or affecting the members of the Consolidated Group which
         has had or could reasonably be expected to have a Material Adverse
         Effect.

6.3      Organization; Existence; Compliance with Law.

         Each of the members of the Consolidated Group (a) is duly organized,
validly existing in good standing under the laws of the jurisdiction of its
incorporation or organization, (b) has the corporate or other necessary power
and authority, and the legal right to own and operate its Property, to lease the
Property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified as a foreign entity and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of Property or the conduct of its business requires such
qualification, other than in such jurisdictions where the failure to be so
qualified and in good standing would not, in the aggregate, have a Material
Adverse Effect, and (d) is in compliance with all Requirements of Law, except to
the extent that the failure to comply therewith would not, in the aggregate, be
reasonably expected to have a Material Adverse Effect.

6.4      Power; Authorization; Enforceable Obligations.

         Each of the Credit Parties has the corporate or other necessary power
and authority, and the legal right, to make, deliver and perform the Credit
Documents to which it is a party and has taken all necessary corporate or other
action to authorize the execution, delivery and performance by it of the Credit
Documents to which it is a party. No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with acceptance of Extensions of Credit
or the making of the guaranties hereunder or with the execution, delivery or
performance of any Credit Documents by the Credit Parties (other than those
which have been obtained, such filings as are required by the Securities and
Exchange Commission and to fulfill other reporting requirements with
Governmental Authorities) or with the validity or enforceability of any Credit
Document against the Credit Parties (except such filings as are necessary in
connection with the perfection of the Liens created by such Credit Documents).
Each Credit Document to which it is a party constitutes a legal, valid and
binding obligation of such Credit Party enforceable against such Credit Party in
accordance with its terms, except as enforceability may be limited by applicable

<PAGE>

bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).

6.5      No Legal Bar.

         The execution, delivery and performance of the Credit Documents, the
borrowings hereunder and the use of the Extensions of Credit will not violate
any Requirement of Law or any Contractual Obligation of any member of the
Consolidated Group (except those as to which waivers or consents have been
obtained), and will not result in, or require, the creation or imposition of any
Lien on any of its respective properties or revenues pursuant to any Requirement
of Law or Contractual Obligation other than the Liens arising under or
contemplated in connection with the Credit Documents.

6.6      No Material Litigation and Disputes.

         (a) No claim, litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the best knowledge of the
Credit Parties, threatened by or against, any members of the Consolidated Group
or against any of their respective properties or revenues which (a) relate to
the Credit Documents or any of the transactions contemplated hereby or thereby
or (b) if adversely determined, would reasonably be expected to have a Material
Adverse Effect.

         (b) No default exists and, to the best knowledge of the Credit Parties,
no default has been asserted, under any Contractual Obligations to which any
members of the Consolidated Group are party which individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect.

6.7      No Defaults.

         No Default or Event of Default has occurred and is continuing.

6.8      Ownership and Operation of Property.

         Each of the members of the Consolidated Group (i) has good record and
marketable title to, or a valid leasehold interest in, all its material real
property, and good title to, or a valid leasehold interest in, all its other
material property, and none of such property is subject to any Lien, except for
Permitted Liens, and (ii) has obtained all material licenses, permits,
franchises or other certifications, consents, approvals and authorizations,
governmental or private, necessary to the ownership of its Property and to the
conduct of its business.

6.9      Intellectual Property.

         Each of the members of the Consolidated Group owns, or has the legal
right to use, all United States trademarks, tradenames, copyrights, patents,
technology, know-how and processes, if any, necessary for each of them to
conduct its business as currently conducted (the "Intellectual Property") except
for those the failure to own or have such legal right to use would not be
reasonably expected to have a Material Adverse Effect. No claim has been
asserted and is pending by any Person challenging or questioning the use of any
such Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor does any Credit Party know of any such claim, and the
use of such Intellectual Property by the members of the Consolidated Group does
not infringe on the rights of any Person, except for such claims and
infringements that, in the aggregate, would not be reasonably expected to have a
Material Adverse Effect.

<PAGE>

6.10     No Burdensome Restrictions.

         No Requirement of Law or Contractual Obligation of the members of the
Consolidated Group would be reasonably expected to have a Material Adverse
Effect.

6.11     Taxes.

         Each of the members of the Consolidated Group has filed or caused to be
filed all income tax returns (federal, state, local and foreign) and all other
material tax returns which are required to be filed and has paid (i) all amounts
shown therein to be due (including interest and penalties) and (ii) all other
taxes, fees, assessments and other governmental charges (including mortgage
recording taxes, documentary stamp taxes and intangibles taxes) owing, except
for such taxes which are not yet delinquent or as are being contested in good
faith by appropriate proceedings for which adequate reserves determined in
accordance with GAAP have been established unless the failure to make any such
payment could give rise to an immediate right to foreclose on a Lien securing
such amounts. No tax claim or assessment has been asserted against members of
the Consolidated Group which if adversely determined would reasonably be
expected to have a Material Adverse Effect.

6.12     ERISA

         Except as would not reasonably be expected to have a Material Adverse
Effect:

         (a) During the five-year period prior to the date on which this
representation is made or deemed made: (i) no ERISA Event has occurred, and, to
the best knowledge of the Credit Parties, no event or condition has occurred or
exists as a result of which any ERISA Event could reasonably be expected to
occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as
such term is defined in Section 302 of ERISA and Section 412 of the Internal
Revenue Code, whether or not waived, has occurred with respect to any Plan;
(iii) each Plan has been maintained, operated, and funded in compliance with its
own terms and in material compliance with the provisions of ERISA, the Internal
Revenue Code, and any other applicable federal or state laws; and (iv) no lien
in favor of the PBGC or a Plan has arisen or is reasonably likely to arise on
account of any Plan.

         (b) The actuarial present value of all "benefit liabilities" (as
defined in Section 4001(a)(16) of ERISA), whether or not vested, under each
Single Employer Plan, as of the last annual valuation date prior to the date on
which this representation is made or deemed made (determined, in each case, in
accordance with Financial Accounting Standards Board Statement 87, utilizing the
actuarial assumptions used in such Plan's most recent actuarial valuation
report), did not exceed as of such valuation date the fair market value of the
assets of such Plan.

         (c) No member of the Consolidated Group nor any ERISA Affiliate has
incurred, or, to the best knowledge of the Credit Parties, could be reasonably
expected to incur, any withdrawal liability under ERISA to any Multiemployer
Plan or Multiple Employer Plan. No member of the Consolidated Group nor any
ERISA Affiliate would become subject to any withdrawal liability under ERISA if
any member of the Consolidated Group or any ERISA Affiliate were to withdraw
completely from all Multiemployer Plans and Multiple Employer Plans as of the
valuation date most closely preceding the date on which this representation is
made or deemed made. No member of the Consolidated Group nor any ERISA Affiliate
has received any notification that any Multiemployer Plan is in reorganization
(within the meaning of Section 4241 of ERISA), is insolvent (within the meaning
of Section 4245 of ERISA), or has been terminated (within the meaning of Title

<PAGE>

IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit
Parties, reasonably expected to be in reorganization, insolvent, or terminated.

         (d) No prohibited transaction (within the meaning of Section 406 of
ERISA or Section 4975 of the Internal Revenue Code) or breach of fiduciary
responsibility has occurred with respect to a Plan which has subjected or may
subject any member of the Consolidated Group or any ERISA Affiliate to any
liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of
the Internal Revenue Code, or under any agreement or other instrument pursuant
to which any member of the Consolidated Group or any ERISA Affiliate has agreed
or is required to indemnify any person against any such liability.

         (e) No member of the Consolidated Group nor any ERISA Affiliates has
any material liability with respect to "expected post-retirement benefit
obligations" within the meaning of the Financial Accounting Standards Board
Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of
ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Internal
Revenue Code apply has been administered in compliance in all material respects
of such sections.

         (f) Neither the execution and delivery of this Credit Agreement nor the
consummation of the financing transactions contemplated thereunder will involve
any transaction which is subject to the prohibitions of Sections 404, 406 or 407
of ERISA or in connection with which a tax could be imposed pursuant to Section
4975 of the Internal Revenue Code. The representation by the Credit Parties in
the preceding sentence is made in reliance upon and subject to the accuracy of
the Lenders' representation in Section 11.15 with respect to their source of
funds and is subject, in the event that the source of the funds used by the
Lenders in connection with this transaction is an insurance company's general
asset account, to the application of Prohibited Transaction Class Exemption
95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under
Section 401(c)(1)(A) of ERISA, or the issuance of any other prohibited
transaction exemption or similar relief, to the effect that assets in an
insurance company's general asset account do not constitute assets of an
"employee benefit plan" within the meaning of Section 3(3) of ERISA of a "plan"
within the meaning of Section 4975(e)(1) of the Internal Revenue Code.

6.13     Governmental Regulations, Etc.

         (a) No part of the proceeds of the Extensions of Credit hereunder will
be used, directly or indirectly, for the purpose of purchasing or carrying any
"margin stock" within the meaning of Regulation U, or for the purpose of
purchasing or carrying or trading in any other securities. If requested by any
Lender or the Administrative Agent, the Borrower will furnish to the
Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form U-1 referred to in said Regulation
U. No indebtedness being reduced or retired out of the proceeds of the
Extensions of Credit hereunder was or will be incurred for the purpose of
purchasing or carrying any margin stock within the meaning of Regulation U or
any "margin security" within the meaning of Regulation T. "Margin stock" within
the meanings of Regulation U does not constitute more than 25% of the value of
the consolidated assets of the Borrower and its Subsidiaries. None of the
transactions contemplated by this Credit Agreement (including, without
limitation, the direct or indirect use of the proceeds of the Loans) will
violate or result in a violation of the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, or regulations issued pursuant
thereto, or Regulation T, U or X.

         (b) None of the members of the Consolidated Group is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act or the Investment Company Act of 1940, each as amended. In addition,
none of the members of the Consolidated Group is (i) an "investment company"

<PAGE>

registered or required to be registered under the Investment Company Act of
1940, as amended, and is not controlled by such a company, or (ii) a "holding
company", or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary" of a "holding company", within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

         (c) No director, executive officer or principal shareholder of any
member of the Consolidated Group is a director, executive officer or principal
shareholder of any Lender. For the purposes hereof the terms "director",
"executive officer" and "principal shareholder" (when used with reference to any
Lender) have the respective meanings assigned thereto in Regulation O.

6.14     Subsidiaries.

         Set forth on Schedule 6.14 are all the Subsidiaries of the Borrower,
including the jurisdiction of organization, classes of Capital Stock (including
options, warrants, rights of subscription, conversion and exchangeability and
other similar rights), ownership and ownership percentages thereof. The
outstanding shares of Capital Stock shown have been validly issued, fully paid
and are non-assessable and owned free of Liens other than Permitted Liens. The
outstanding shares of Capital Stock shown are not the subject of buy-sell,
voting trust or other shareholder agreement except as identified on Schedule
6.14.

6.15     Purpose of Extensions of Credit.

         Extensions of Credit hereunder will be used by the Borrower solely to
finance working capital, capital expenditures and other corporate purposes of
the Borrower and its Subsidiaries (including, but not limited to, Permitted
Acquisitions).

6.16     Environmental Matters.

         Except as would not reasonably be expected to have a Material Adverse
Effect:

         (a) Each of the facilities and properties owned, leased or operated by
the members of the Consolidated Group (the "Subject Properties") and all
operations at the Subject Properties are in compliance with all applicable
Environmental Laws, and there is no violation of any Environmental Law with
respect to the Subject Properties or the businesses operated by the members of
the Consolidated Group (the "Businesses"), and there are no conditions relating
to the Businesses or Subject Properties that could give rise to liability under
any applicable Environmental Laws.

         (b) None of the Subject Properties contains, or has previously
contained, any Materials of Environmental Concern at, on or under the Subject
Properties in amounts or concentrations that constitute or constituted a
violation of, or could give rise to liability under, Environmental Laws.

         (c) None of the members of the Consolidated Group has received any
written or verbal 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 Subject Properties or the
Businesses, nor does any member of the Consolidated Group have knowledge or
reason to believe that any such notice will be received or is being threatened.

         (d) Materials of Environmental Concern have not been transported or
disposed of from the Subject Properties, or generated, treated, stored or
disposed of at, on or under any of the Subject Properties or any other location,
in each case by or on behalf any members of the Consolidated Group in violation

<PAGE>

of, or in a manner that would be reasonably likely to give rise to liability
under, any applicable Environmental Law.

         (e) No judicial proceeding or governmental or administrative action is
pending or, to the best knowledge of any Credit Party, threatened, under any
Environmental Law to which any member of the Consolidated Group 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
any member of the Consolidated Group, the Subject Properties or the Businesses.

         (f) There has been no release or, threat of release of Materials of
Environmental Concern at or from the Subject Properties, or arising from or
related to the operations (including, without limitation, disposal) of any
member of the Consolidated Group in connection with the Subject 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.

6.17     No Material Misstatements.

         None of (i) the information contained in the Confidential Information
Memorandum, or (ii) any other information, reports, financial statements,
exhibits or schedules, taken as a whole, furnished by or on behalf of any member
of the Consolidated Group to the Administrative Agent or any Lender in
connection with the negotiation of the Credit Documents or included therein or
delivered pursuant thereto contained, contains or will contain any material
misstatement of fact or omitted, omits or will omit to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were, are or will be made, not materially misleading, provided that
to the extent any such information, report, financial statement, exhibit or
schedule was based upon or constitutes a forecast or projection, each of the
Credit Parties represents only that it acted in good faith and utilized
reasonable assumptions and due care in the preparation of such information,
report, financial statement, exhibit or schedule.

6.18     Labor Matters.

         Except as set forth in Schedule 6.18,

                  (i) There are no strikes or lockouts against any members of
         the Consolidated Group pending or, to the best knowledge of the Credit
         Parties, threatened;

                  (ii) the hours worked by and payments made to employees of the
         Consolidated Group have not been in violation of the Fair Labor
         Standards Act or any other applicable federal, state, local or foreign
         law dealing with such matters in any case where a Material Adverse
         Effect would reasonably be expected to occur as a result of the
         violation thereof;

                  (iii) all payments due from members of the Consolidated Group,
         or for which any claim may be made against a member of the Consolidated
         Group, on account of wages and employee health and welfare insurance
         and other benefits, have been paid or accrued as a liability on the
         books of the respective members of the Consolidated Group; and

                  (iv) as of the Closing Date, none of the members of the
         Consolidated Group is party to a collective bargaining agreement.

<PAGE>

6.19     Security Documents.

         (a) Security Agreement. The Security Agreement is effective to create
in favor of the Administrative Agent, for the ratable benefit of the holders of
the Secured Obligations identified therein, a legal valid and enforceable
security interest in the Collateral (as defined in the Security Agreement) owned
by the Credit Parties and, when financing statements in appropriate form are
filed in the appropriate offices for the locations specified in Schedule 2 to
the Security Agreement, the Security Agreement shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the grantors thereunder in such Collateral that may be perfected by filing,
recording or registering a financing statement under the Uniform Commercial Code
as in effect, in each case prior and superior in right to any other Lien on any
Collateral other than Permitted Liens.

         (b) Pledge Agreement. The Pledge Agreement is effective to create in
favor of the Administrative Agent, for the ratable benefit of the holders of the
Secured Obligations identified therein, a legal valid and enforceable security
interest in the Collateral (as defined in the Pledge Agreement) and, when such
Collateral is delivered to the Administrative Agent, the Pledge Agreement shall
constitute a fully perfected first priority Lien on, and security interest in,
all right, title and interest of the pledgors thereunder in such Collateral, in
each case prior and superior in right to any other Lien.

         (c) Intellectual Property. The Security Agreement together with the
Notice of Grant of Security Interest in Trademarks and the Notice of Grant of
Security Interest in Patents filed with the United States Patent and Trademark
Office, and the Notice of Grant of Security Interest in Copyrights filed with
the United States Copyright Office will constitute a fully perfected Lien on,
and security interest in, all right, title and interest of the grantors
thereunder in all Patents and Patent Licenses, Trademarks and Trademark Licenses
and Copyrights and Copyright Licenses (each as defined in the Security
Agreement) and in which a security interest may be perfected by filing,
recording or registration of a Notice in the United States Patent and Trademark
Office and the United States Copyright Office, in each case prior and superior
in right to any other Lien other than Permitted Liens.

6.20     Location of Real Property and Leased Premises.

         Set forth on Schedule 6.20(a) is a complete and correct list of all
real property located in the United States that is owned or leased by any Credit
Party with street address and state where located. Set forth on Schedule 6.20(b)
is a list of all locations in the United States where any tangible personal
property of any Credit Party is located, including street address and state
where located. Set forth on Schedule 6.20(c) is the chief executive office and
principal place of business of each member of the Consolidated Group.

6.21     Solvency.

         Immediately after giving effect to the initial Extensions of Credit
made on the Closing Date, (i) the fair value of the assets of the Credit
Parties, taken as a whole, will exceed their debts and liabilities,
subordinated, contingent or otherwise; (ii) the present fair saleable value of
the property of the Credit Parties, taken as a whole, will be greater than the
amount that will be required to pay the probably liability of their debts and
other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and mature; and (iii) the Credit Parties,
taken as a whole, will not have unreasonably small capital with which to conduct
the business in which they are engaged as such business is now conducted and is
proposed to be conducted following the Closing Date.

<PAGE>

6.22     No Other Broker's Fees.

         None of the members of the Consolidated Group owes to any Person other
than the Lenders and their affiliates, or otherwise has any obligation in
respect of any finder's, broker's, investment banker's or other similar fee in
connection with the transactions contemplated in the Credit Agreement and the
other Credit Documents.

                                    SECTION 7

                              AFFIRMATIVE COVENANTS

         Each Credit Party hereby covenants and agrees that so long as this
Credit Agreement is in effect or any amounts payable hereunder or under any
other Credit Document shall remain outstanding, and until all of the Commitments
hereunder shall have terminated:

7.1      Information Covenants.

         The Credit Parties will furnish, or cause to be furnished, to the
Administrative Agent and each of the Lenders:

                  (a) Annual Financial Statements. As soon as available, and in
         any event within 90 days after the close of each fiscal year of the
         members of the Consolidated Group, a consolidated and consolidating
         balance sheet and income statement of the members of the Consolidated
         Group as of the end of such fiscal year, together with related
         consolidated and consolidating statements of operations and retained
         earnings and of cash flows for such fiscal year, in each case setting
         forth in comparative form consolidated and consolidating figures for
         the preceding fiscal year, all such financial information described
         above to be in reasonable form and detail and audited by independent
         certified public accountants of recognized national standing reasonably
         acceptable to the Administrative Agent and whose opinion shall be to
         the effect that such financial statements have been prepared in
         accordance with GAAP (except for changes with which such accountants
         concur) and shall not be limited as to the scope of the audit or
         qualified as to the status of the members of the Consolidated Group as
         a going concern or any other material qualifications or exceptions.

                  (b) Quarterly Financial Statements. As soon as available, and
         in any event within 45 days after the close of each fiscal quarter of
         the members of the Consolidated Group (other than the fourth fiscal
         quarter, in which case 90 days after the end thereof) a consolidated
         and consolidating balance sheet and income statement of the members of
         the Consolidated Group as of the end of such fiscal quarter, together
         with related consolidated and consolidating statements of operations
         and retained earnings and of cash flows for such fiscal quarter, in
         each case setting forth in comparative form consolidated and
         consolidating figures for the corresponding period of the preceding
         fiscal year, all such financial information described above to be in
         reasonable form and detail and reasonably acceptable to the
         Administrative Agent, and accompanied by a certificate of an Executive
         Officer of the Borrower to the effect that such quarterly financial
         statements fairly present in all material respects the financial
         condition of the members of the Consolidated Group and have been
         prepared in accordance with GAAP, subject to changes resulting from
         audit and normal year-end audit adjustments and the absence of notes.

<PAGE>

                  (c) Officer's Certificate. At the time of delivery of the
         financial statements provided for in Sections 7.1(a) and 7.1(b) above,
         a certificate of an Executive Officer of the Borrower substantially in
         the form of Schedule 7.1(c), (i) demonstrating compliance with the
         financial covenants contained in Section 7.11 by calculation thereof as
         of the end of each such fiscal period and (ii) stating that no Default
         or Event of Default exists, or if any Default or Event of Default does
         exist, specifying the nature and extent thereof and what action the
         Credit Parties propose to take with respect thereto.

                  (d) Annual Business Plan and Budgets. (i) By no later than
         February 28 of each year, beginning with February 28, 2002, a draft of
         the annual business plan and budget of the members of the Consolidated
         Group containing, among other things, pro forma financial statements
         for the then current fiscal year, and (ii) by no later than April 30 of
         each year, beginning with April 30, 2002, the final annual business
         plan and budget of the members of the Consolidated Group as approved by
         the board of directors of the Borrower and containing, among other
         things, pro forma financial statements for the then current fiscal
         year.

                  (e) Accountant's Certificate. Within the period for delivery
         of the annual financial statements provided in Section 7.1(a), a
         certificate of the accountants conducting the annual audit stating that
         they have reviewed this Credit Agreement and stating further whether,
         in the course of their audit, they have become aware of any Default or
         Event of Default and, if any such Default or Event of Default exists,
         specifying the nature and extent thereof.

                  (f) Auditor's Reports. Promptly upon receipt thereof, a copy
         of any other report or "management letter" submitted by independent
         accountants to any member of the Consolidated Group in connection with
         any annual, interim or special audit of the books of such Person.

                  (g) Reports. Promptly upon transmission or receipt thereof,
         (i) copies of any filings and registrations with, and reports to or
         from, the Securities and Exchange Commission, or any successor agency,
         and copies of all financial statements, proxy statements, notices and
         reports as any member of the Consolidated Group shall send to its
         shareholders or to a holder of any Indebtedness owed by any member of
         the Consolidated Group in its capacity as such a holder and (ii) 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.

                  (h) Notices. Upon any Executive Officer of a Credit Party
         obtaining knowledge thereof, the Credit Parties will give written
         notice to the Administrative Agent (and the Administrative Agent shall
         notify the Lenders promptly thereafter) immediately of (i) the
         occurrence of an event or condition consisting of a Default or Event of
         Default, specifying the nature and existence thereof and what action
         the Credit Parties propose to take with respect thereto, and (ii) the
         occurrence of any of the following with respect to any member of the
         Consolidated Group (A) the pendency or commencement of any litigation,
         arbitral or governmental proceeding against such Person which if
         adversely determined is likely to have a Material Adverse Effect or (B)
         the institution of any proceedings against such Person with respect to,
         or the receipt of notice by such Person of potential liability or
         responsibility for violation, or alleged violation of any federal,
<PAGE>

         state or local law, rule or regulation, including but not limited to,
         Environmental Laws, the violation of which could have a Material
         Adverse Effect.

                  (i) ERISA. Upon any Executive Officer of a Credit Party
         obtaining knowledge thereof, the Credit Parties will give written
         notice to the Administrative Agent promptly (and in any event within
         five Business Days) of: (i) any event or condition, including, but not
         limited to, any Reportable Event, that constitutes, or might reasonably
         lead to, an ERISA Event; (ii) with respect to any Multiemployer Plan,
         the receipt of notice as prescribed in ERISA or otherwise of any
         withdrawal liability assessed against the Credit Parties or any ERISA
         Affiliates, or of a determination that any Multiemployer Plan is in
         reorganization or insolvent (both within the meaning of Title IV of
         ERISA); (iii) the failure to make full payment on or before the due
         date (including extensions) thereof of all amounts which any member of
         the Consolidated Group or any ERISA Affiliate is required to contribute
         to each Plan pursuant to its terms and as required to meet the minimum
         funding standard set forth in ERISA and the Internal Revenue Code with
         respect thereto; or (iv) any change in the funding status of any Plan
         that could have a Material Adverse Effect, together with a description
         of any such event or condition or a copy of any such notice and a
         statement by an Executive Officer of the Borrower briefly setting forth
         the details regarding such event, condition, or notice, and the action,
         if any, which has been or is being taken or is proposed to be taken by
         the Credit Parties with respect thereto. Promptly upon request, the
         Credit Parties shall furnish the Administrative Agent and the Lenders
         with such additional information concerning any Plan as may be
         reasonably requested, including, but not limited to, copies of each
         annual report/return (Form 5500 series), as well as all schedules and
         attachments thereto required to be filed with the Department of Labor
         and/or the Internal Revenue Service pursuant to ERISA and the Internal
         Revenue Code, respectively, for each "plan year" (within the meaning of
         Section 3(39) of ERISA).

                  (j)      Environmental.

                           (i) 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 6.16 to be untrue in any
                  material respect, the Credit Parties will furnish or cause to
                  be furnished to the Administrative Agent, at the Credit
                  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 Materials
                  of Environmental Concern on any Subject Properties (as defined
                  in Section 6.16) (to the extent the event or condition relates
                  to such Subject Property) and as to the compliance by any
                  member of the Consolidated Group with Environmental Laws at
                  such Subject Properties. If the Credit 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 members of the
                  Consolidated Group hereby grant to the Administrative Agent
                  and their representatives access to such Subject 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 Credit Parties on demand and added to the
                  obligations secured by the Collateral Documents.

<PAGE>

                           (ii) The members of the Consolidated Group will
                  conduct and complete all investigations, studies, sampling,
                  and testing and all remedial, removal, and other actions
                  necessary to address all Materials of Environmental Concern
                  on, from or affecting any of the Subject Properties to the
                  extent necessary to be in compliance with all Environmental
                  Laws and with the validly issued orders and directives of all
                  Governmental Authorities with jurisdiction over such Subject
                  Properties to the extent any failure could have a Material
                  Adverse Effect.

                  (k) Additional Patents and Trademarks. At the time of delivery
         of the financial statements and reports provided for in Section 7.1(a),
         a report signed by an Executive Officer of the Borrower setting forth
         (i) a list of registration numbers for all patents, trademarks, service
         marks, tradenames and copyrights awarded to any member of the
         Consolidated Group 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 member of the Consolidated
         Group 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.

                  (l) Other Information. With reasonable promptness upon any
         such request, such other information regarding the business, properties
         or financial condition of any member of the Consolidated Group as the
         Administrative Agent or the Required Lenders may reasonably request.

7.2      Preservation of Existence and Franchises.

         Except as a result of or in connection with a dissolution, merger or
disposition of a Subsidiary permitted under Section 8.4 or Section 8.5, each
Credit Party will, and will cause each of its Subsidiaries to, do all things
necessary to preserve and keep in full force and effect its existence, rights,
franchises and authority.

7.3      Books and Records.

         Each Credit Party will, and will cause each of its Subsidiaries to,
keep complete and accurate books and records of its transactions in accordance
with good accounting practices on the basis of GAAP (including the establishment
and maintenance of appropriate reserves).

7.4      Compliance with Law.

         Each Credit Party will, and will cause each of its Subsidiaries to,
comply with all laws, rules, regulations and orders, and all applicable
restrictions imposed by all Governmental Authorities, applicable to it and its
Property if noncompliance with any such law, rule, regulation, order or
restriction could have a Material Adverse Effect.

7.5      Payment of Taxes and Other Indebtedness.

         Each Credit Party will, and will cause each of its Subsidiaries to, pay
and discharge (a) all taxes, assessments and governmental charges or levies
imposed upon it, or upon its income or profits, or upon any of its properties,
before they shall become delinquent, and (b) all lawful claims (including claims
for labor, materials and supplies) which, if unpaid, might give rise to a Lien
upon any of its properties; provided, however, that no member of the

<PAGE>

Consolidated Group shall be required to pay any such tax, assessment, charge,
levy or claim which is being contested in good faith by appropriate proceedings
for which adequate reserves determined in accordance with GAAP have been
established, unless the failure to make any such payment (i) could give rise to
an immediate right to foreclose on a Lien securing such amounts or (ii) could
have a Material Adverse Effect.

7.6      Insurance.

         Each Credit Party will, and will cause each of its Subsidiaries to, at
all times maintain in full force and effect insurance (including worker's
compensation insurance, liability insurance, casualty 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 (or as otherwise required by the Collateral Documents).
The Administrative Agent shall be named as loss payee or mortgagee, as its
interest may appear, and/or additional insured 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 be altered or canceled, and that
no act or default of any member of the Consolidated Group or any other Person
shall affect the rights of the Administrative Agent or the Lenders under such
policy or policies. The present insurance coverage of the members of the
Consolidated Group is outlined as to carrier, policy number, expiration date,
type and amount on Schedule 7.6.

7.7      Maintenance of Property.

         Each Credit Party will, and will cause each of its Subsidiaries to,
maintain and preserve its properties and equipment material to the conduct of
its business in good repair, working order and condition, normal wear and tear
and casualty and condemnation excepted, and will make, or cause to be made, in
such properties and equipment from time to time all repairs, renewals,
replacements, extensions, additions, betterments and improvements thereto as may
be needed or proper, to the extent and in the manner customary for companies in
similar businesses.

7.8      Performance of Obligations.

         Each Credit Party will, and will cause each of its Subsidiaries to,
perform in all material respects all of its obligations under the terms of all
material agreements and contracts to which it is a party or by which it is bound
(other than indentures and other instruments evidencing Indebtedness which shall
be subject to Section 9.1(c)).

7.9      Use of Proceeds.

         The Borrower will use the proceeds of Extensions of Credit solely for
the purposes set forth in Section 6.15.

<PAGE>

7.10     Audits/Inspections.

         Upon reasonable notice and during normal business hours (or, following
the occurrence and during the continuation of an Event of Default, at any time
without notice), each Credit Party will, and will cause each of its Subsidiaries
to, permit representatives appointed by the Administrative Agent, including,
without limitation, independent accountants, agents, attorneys, and appraisers
to visit and inspect its property, including its books and records, its accounts
receivable and inventory, its facilities and its other business assets, and to
make photocopies or photographs thereof and to write down and record any
information such representative obtains and shall permit the Administrative
Agent or its representatives to investigate and verify the accuracy of
information provided to the Lenders and to discuss all such matters with the
officers, employees and representatives of such Person. The Credit Parties agree
that the Administrative Agent, and its representatives, may conduct an annual
audit of the Collateral, at the expense of the Credit Parties.

7.11     Financial Covenants.

         (a) Consolidated Leverage Ratio. As of the end of each fiscal quarter,
the Consolidated Leverage Ratio shall be not greater than 2.5:1.0.

         (b) Consolidated Fixed Charge Coverage Ratio. As of the end of each
fiscal quarter, the Consolidated Fixed Charge Coverage Ratio shall be not less
than 1.75:1.0.

         (c) Consolidated Net Worth. As of the end of each fiscal quarter, the
Consolidated Net Worth shall be not less than the sum of (i) $48 million plus
(ii) as of the end of such fiscal quarter and each preceding fiscal quarter to
occur after the Closing Date, an amount equal to fifty-percent (50%) of
Consolidated Net Income (but not less than zero) for such fiscal quarter, such
increases to be cumulative, plus (iii) an amount equal to one hundred percent
(100%) of net proceeds from Equity Transactions occurring after the Closing
Date.

7.12     Additional Guarantors.

         As soon as practicable and in any event within thirty (30) days after
any Person becomes a Subsidiary of the Borrower following the Closing Date, the
Borrower shall (a) provide the Administrative Agent with written notice thereof
setting forth information in reasonable detail describing the ownership of such
Person, (b) if such Person is a Domestic Subsidiary, (i) cause such Person to
execute and deliver to the Administrative Agent a Joinder Agreement, (ii) cause
such Person to deliver such other documentation as the Administrative Agent may
reasonably request in connection with the foregoing, which documentation may
include, without limitation, 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 other
items of the types required to be delivered pursuant to Sections 5.1(d) and
5.1(g), all in form, content and scope reasonably satisfactory to the
Administrative Agent, and (iii) deliver stock certificates and related pledge
agreements or pledge joinder agreements evidencing the pledge of 100% of the
capital stock of such Person, together with undated stock transfer powers
executed in blank, to secure the obligations of the Credit Parties under the
Credit Documents, and (c) if such Person is a direct Foreign Subsidiary of a
Credit Party, (i) deliver stock certificates and related pledge agreements or
pledge joinder agreements evidencing the pledge of 66% (or such greater
percentage which would not result in material adverse tax consequences) of the
issued and outstanding capital stock entitled to vote (within the meaning of
Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding

<PAGE>

Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section
1.956-2(c)(2)) of such Person to secure the obligations of the Credit Parties
under the Credit Documents, and (ii) cause such Person to deliver such other
documentation as the Administrative Agent may reasonably request in connection
with the foregoing, which documentation may include, without limitation,
certified resolutions and other organizational and authorizing documents of such
Person, and favorable opinions of counsel to such Person (which shall cover,
among other things, the legality, validity, binding effect and enforceability of
the documentation referred to above).

7.13     Pledged Assets.

         Each Credit Party will cause all of its owned personal property located
in the United States to be subject at all times to first priority, perfected
Liens in favor of the Administrative Agent to secure the obligations of the
Credit Parties under the Credit Documents 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. Without limiting the generality of the above, the Credit Parties will
cause (i) 100% of the issued and outstanding Capital Stock of each Domestic
Subsidiary and (ii) 65% (or such greater percentage which would not result in
material adverse tax consequences) of the issued and outstanding Capital Stock
entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and
100% of the issued and outstanding Capital Stock not entitled to vote (within
the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each Foreign Subsidiary
directly owned by the Borrower or any Domestic 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 Collateral
Documents or such other security documents as the Administrative Agent shall
reasonably request.

                  If, subsequent to the Closing Date, a Credit Party shall
acquire any Property required to be pledged to the Administrative Agent as
Collateral by this Section 7.13 or by any of the Collateral Documents, the
Credit Parties shall promptly notify the Administrative Agent of same and each
Credit Party shall, and shall cause each of its Subsidiaries to, take such
action (including but not limited to the actions set forth in Sections 5.1(e)
and (f)) at its own expense as requested by the Administrative Agent to ensure
that the Administrative Agent has a first priority perfected Lien to secure the
obligations of the Credit Parties under the Credit Documents in all owned
personal property of the Credit Parties located in the United States. Each
Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the
covenants regarding the location of personal property as set forth in the
Security Agreement.

7.14     Landlord Consents; Foreign Counsel Opinions.

         (a) The Credit Parties shall use best efforts to obtain landlord lien
waivers, estoppel letters and consents and waivers in respect of Collateral held
on leased premises as reasonably required by the Administrative Agent.

         (b) Within sixty (60) days following the Closing Date, the Borrower
shall deliver to the Administrative Agent (i) a legal opinion of Irish counsel
relating to the pledge of the Capital Stock of Eurotel Marketing Limited and
(ii) a legal opinion of Canadian counsel relating to the pledge of the Capital
Stock of ICT/Canada Marketing, Inc., in each case in form, scope and substance
reasonably acceptable to the Administrative Agent.

         (c) Within sixty (60) days following any request therefor by the
Administrative Agent, the Borrower shall deliver to the Administrative Agent a

<PAGE>

legal opinion of counsel located in the state of formation and/or operation of
any Foreign Subsidiary relating to the pledge of Capital Stock of such Foreign
Subsidiary (other than Eurotel Marketing Limited and ICT/Canada Marketing, Inc.)
in form, scope and substance reasonably acceptable to the Administrative Agent.
The Administrative Agent hereby agrees that it shall not request such legal
opinion for any Foreign Subsidiary unless such Foreign Subsidiary generates more
than five percent (5%) of Consolidated Revenues for the period of four
consecutive fiscal quarters ending as of the end of the immediately preceding
fiscal quarter.

                                    SECTION 8

                               NEGATIVE COVENANTS

         Each Credit Party hereby covenants and agrees that so long as this
Credit Agreement is in effect or any amounts payable hereunder or under any
other Credit Document shall remain outstanding, and until all of the Commitments
hereunder shall have terminated:

8.1      Indebtedness.

         The Credit Parties will not permit any member of the Consolidated Group
to contract, create, incur, assume or permit to exist any Indebtedness, except:

                  (a) Indebtedness existing or arising under this Credit
         Agreement or the other Credit Documents;

                  (b) Indebtedness of the Borrower and its Subsidiaries existing
         on the Closing Date and set forth on Schedule 8.1, and renewals,
         refinancings and extensions thereof on terms and conditions no less
         favorable in any material respect to such Person than such existing
         Indebtedness;

                  (c) purchase money Indebtedness (including obligations in
         respect of Capital Leases or Synthetic Leases) hereafter incurred by
         the Borrower or any of its Subsidiaries to finance the purchase of
         fixed assets provided that (i) the total of all such Indebtedness for
         the Borrower and its Subsidiaries taken together shall not exceed an
         aggregate principal amount of $10,000,000 at any one time outstanding;
         (ii) such Indebtedness when incurred shall not exceed the purchase
         price of the asset(s) financed; and (iii) no such Indebtedness shall be
         refinanced for a principal amount in excess of the principal balance
         outstanding thereon at the time of such refinancing;

                  (d) obligations of the Borrower or any of its Subsidiaries
         owing under interest rate, commodities and foreign currency exchange
         protection agreements entered into in the ordinary course of business
         to manage existing or anticipated risks and not for speculative
         purposes;

                  (e) unsecured intercompany Indebtedness owing by a member of
         the Consolidated Group to another member of the Consolidated Group
         (provided, however, if such Indebtedness is an Investment, then such
         Indebtedness shall be subject to the limitations of Section 8.6 in the
         case of the member of the Consolidated Group extending the loan,
         advance or extension of credit);

                  (f) unsecured Indebtedness in an amount not to exceed
         $30,000,000 incurred by the Borrower to finance a Permitted
         Acquisition;

<PAGE>

                  (g) Subordinated Debt in an aggregate amount not to exceed
         $15,000,000;

                  (h) Support Obligations of the Borrower or any Subsidiary of
         the Borrower with respect to any Indebtedness of a Credit Party
         permitted under this Section 8.1; and

                  (i) other unsecured Indebtedness of the Borrower and its
         Subsidiaries in an aggregate outstanding principal amount of up to
         $2,000,000 at any time.

8.2      Liens.

         The Credit Parties will not permit any member of the Consolidated Group
to contract, create, incur, assume or permit to exist any Lien with respect to
any of its Property, whether now owned or after acquired, except for Permitted
Liens.

8.3      Nature of Business.

         The Credit Parties will not permit any member of the Consolidated Group
to substantively alter the character or conduct of the business conducted by
such Person as of the Closing Date.

8.4      Merger and Consolidation, Dissolution and Acquisitions.

         (a) No member of the Consolidated Group will enter into any transaction
of merger or consolidation, except that

                  (i) a Credit Party may be party to a transaction of merger or
         consolidation with another Credit Party, provided that if the Borrower
         is a party to such transaction, it shall be the surviving entity;

                  (ii) a Foreign Subsidiary may be party to a transaction of
         merger or consolidation with a Subsidiary of the Borrower, provided
         that (A) if a Domestic Subsidiary is a party thereto, it shall be the
         surviving entity, and (B) if a Foreign Subsidiary is a party thereto
         and a Domestic Subsidiary is not a party thereto, the surviving entity
         shall be a Foreign Subsidiary;

                  (iii) a Domestic Subsidiary of the Borrower may be a party to
         a transaction of merger or consolidation with a Person other than a
         member of the Consolidated Group, provided that (A) the surviving
         entity shall be a Domestic Subsidiary of the Borrower, (B) no Default
         or Event of Default shall exist immediately after giving effect
         thereto, and (C) the transaction shall otherwise constitute a Permitted
         Acquisition;

                  (iv) a Subsidiary of the Borrower may enter into a transaction
         of merger or consolidation in connection with an Asset Disposition
         permitted under Section 8.5.

         (b) No member of the Consolidated Group, other than a Wholly Owned
Subsidiary of the Borrower (and then only if no Material Adverse Effect shall
result on account thereof), may dissolve, liquidate or wind up its affairs.

         (c) No member of the Consolidated Group shall make any Acquisition,
unless:

<PAGE>

                  (i) in the case of an acquisition of Capital Stock of another
         Person, after giving effect to such acquisition,

                           (A) if the Acquisition is not of a controlling
                  interest in the subject Person such that after giving effect
                  thereto the subject Person will not be a Subsidiary, then such
                  Acquisition constitutes a Permitted Investment; and

                           (B) if the Acquisition is of a controlling interest
                  in the subject Person such that after giving effect thereto
                  the subject Person will be a Subsidiary, then such Acquisition
                  constitutes a Permitted Acquisition;

                  (ii) in the case of an Acquisition of all or any substantial
         portion of the Property (other than Capital Stock) of another Person,
         then such Acquisition constitutes a Permitted Acquisition.

8.5      Asset Dispositions.

         The Credit Parties will not permit any member of the Consolidated Group
to make any Asset Disposition, unless (a) at least seventy-five percent (75%)
the consideration paid therefor shall consist of cash and Cash Equivalents, (b)
if the subject transaction involves Capital Stock of a Subsidiary, the subject
transaction is of a controlling interest in such Subsidiary, (c) the aggregate
net book value of all assets sold, leased or otherwise disposed of shall not
exceed $2,000,000 in any fiscal year, (d) no Default or Event of Default shall
exist immediately after giving effect thereto, (e) if the aggregate net book
value of the assets in any Asset Disposition exceed $1,000,000, the Borrower
shall have delivered a Pro Forma Compliance Certificate demonstrating compliance
with the financial covenants hereunder on a Pro Forma Basis after giving effect
to the disposition, and (f) if the aggregate net book value of the assets in any
Asset Disposition exceed $1,000,000, the Borrower shall have given written
notice to the Administrative Agent at least 30 days in advance of the
prospective disposition, and the terms thereof, in sufficient detail as to the
book value and consideration to be paid, terms of disposition, and net proceeds
expected therefrom and intended application thereof.

         The Administrative Agent will promptly deliver to the Borrower upon
request, at the Borrower's expense, such release documentation (including
delivery of applicable stock certificates) as may be reasonably requested to
give effect to the release of subject Property from the security interests
securing the obligations hereunder in connection with Asset Dispositions
permitted hereunder.

8.6      Investments.

         The Credit Parties will not permit any member of the Consolidated Group
to make or permit to exist Investments in or to any Person, except for Permitted
Investments.

8.7      Restricted Payments.

         The Credit Parties will not make, or permit any member of the
Consolidated Group to make, any Restricted Payment, unless (i) no Default or
Event of Default shall exist immediately after giving effect thereto and (ii)
the Borrower shall have demonstrated compliance with the financial covenants
hereunder on a Pro Forma Basis after giving effect to the Restricted Payment and
shall have delivered to the Administrative Agent a Pro Forma Compliance
Certificate (including reaffirmation of the representations and warranties

<PAGE>

hereunder as of such date before and after giving effect to such transaction) in
connection therewith.

8.8      Modifications and Payments in respect of Funded Debt.

         None of the members of the Consolidated Group will

         (a) After the issuance thereof, amend or modify (or permit the
amendment or modification of) the terms of any Funded Debt in a manner adverse
to the interests of the Lenders (including specifically shortening any maturity
or average life to maturity or requiring any payment sooner than previously
scheduled or increasing the interest rate or fees applicable thereto);

         (b) Amend or modify, or permit or acquiesce to the amendment or
modification (including waivers) of, any material provisions of any Subordinated
Debt, including any notes or instruments evidencing any Subordinated Debt and
any indenture or other governing instrument relating thereto, in a manner
adverse to the interests of the Lenders;

         (c) Make any payment in contravention of the terms of any Subordinated
Debt; or

         (d) Except in connection with a refinancing or refunding permitted
hereunder, make any prepayment, redemption, defeasance or acquisition for value
of (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),
or refund, refinance or exchange of any Funded Debt (other than the Indebtedness
under the Credit Documents and intercompany Indebtedness permitted hereunder)
other than regularly scheduled payments of principal and interest on such Funded
Debt.

8.9      Transactions with Affiliates.

         The Credit Parties will not permit any member of the Consolidated Group
to enter into or permit to exist any transaction or series of transactions with
any officer, director, shareholder, Subsidiary or Affiliate of such Person other
than (a) advances of working capital to any Credit Party, (b) transfers of cash
and assets to any Credit Party, (c) transactions permitted by Section 8.1,
Section 8.4, Section 8.5, Section 8.6, or Section 8.7, (d) normal compensation
and reimbursement of expenses of officers and directors and (e) except as
otherwise specifically limited in this Credit Agreement, other transactions
which are entered into in the ordinary course of such Person's business on terms
and conditions substantially as favorable to such Person as would be obtainable
by it in a comparable arms-length transaction with a Person other than an
officer, director, shareholder, Subsidiary or Affiliate.

8.10     Fiscal Year; Organizational Documents.

         The Credit Parties will not permit any member of the Consolidated Group
to (a) change its fiscal year without the prior written consent of the Required
Lenders or (b) amend, modify or change its articles of incorporation (or
corporate charter or other similar organizational document) or bylaws (or other
similar document) in a manner adverse to the interests of the Lenders without
the prior written consent of the Required Lenders.

<PAGE>

8.11     Limitation on Restricted Actions.

         Except for limitations existing on the Closing Date and set forth on
Schedule 8.11, the Credit Parties will not permit any member of the Consolidated
Group to, directly or indirectly, create or otherwise cause or suffer to exist
or become effective any encumbrance or restriction on the ability of any such
Person to (a) pay dividends or make any other distributions on its Capital Stock
or with respect to any other interest or participation in, or measured by, its
profits, (b) pay any Indebtedness or other obligation, (c) make loans, advances
or capital contributions, (d) sell, lease or otherwise transfer any of its
properties or assets, or (e) act as a guarantor or pledge its assets, except for
such encumbrances or restrictions existing under or by reason of (i) this Credit
Agreement and the other Credit Documents and (ii) pursuant to the terms of any
purchase money Indebtedness permitted by Section 8.1(c) to the extent such
limitations relate only to the property which is the subject of such financing.

8.12     Ownership of Subsidiaries.

         Notwithstanding any other provisions of this Credit Agreement to the
contrary, the Credit Parties will not permit any member of the Consolidated
Group to (i) permit any Person (other than the Borrower or any Wholly Owned
Subsidiary of the Borrower) to own any Capital Stock of any Subsidiary of the
Borrower, except (A) to qualify directors where required by applicable law or to
satisfy other requirements of applicable law with respect to the ownership of
Capital Stock of Foreign Subsidiaries, (B) as a result of or in connection with
a dissolution, merger, consolidation or disposition of a Subsidiary permitted
under Section 8.4 or Section 8.5, or (C) as set forth on Schedule 8.12, (ii)
permit any Subsidiary of the Borrower to issue 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.

8.13     Sale Leasebacks.

         The Credit Parties will not permit any member of the Consolidated Group
to enter into any Sale and Leaseback Transaction except (a) any Sale and
Leaseback Transaction that constitutes purchase money Indebtedness permitted by
Section 8.1(c) and (b) any Sale and Leaseback Transaction that results in an
Operating Lease to the member of the Consolidated Group that sold the subject
Property.

8.14     No Further Negative Pledges.

         The Credit Parties will not permit any member of the Consolidated Group
to enter into, assume or become subject to any agreement prohibiting or
otherwise restricting the creation or assumption of any Lien upon its properties
or assets, whether now owned or hereafter acquired, or requiring the grant of
any security for any obligation if security is given for any other obligation,
except (a) pursuant to this Credit Agreement and the other Credit Documents and
(b) pursuant to the terms of any purchase money Indebtedness permitted by
Section 8.1(c) to the extent such limitations relate only to the property which
is the subject of such financing.

8.15     Consolidated Capital Expenditures.

         As of the end of each fiscal quarter, Consolidated Capital Expenditures
for the period of four consecutive fiscal quarters then ended shall not exceed
fifteen percent (15.0%) of Consolidated Revenues for such period.

<PAGE>

                                    SECTION 9

                                EVENTS OF DEFAULT

9.1      Events of Default.

         An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

                  (a) Payment.  There shall occur a

                           (i) default in the payment when due of any principal
                  of any of the Loans or of any reimbursement obligations
                  arising from drawings under Letters of Credit, or

                           (ii) default, and such default shall continue for
                  three (3) or more Business Days, in the payment when due of
                  any interest on the Loans or on any reimbursement obligations
                  arising from drawings under Letters of Credit, or of any Fees
                  or other amounts owing hereunder, under any of the other
                  Credit Documents or in connection herewith or therewith; or

                  (b) Representations. Any representation, warranty or statement
         made or deemed to be made by any Credit Party herein, in any of the
         other Credit Documents, or in any statement or certificate delivered or
         required to be delivered pursuant hereto or thereto shall prove untrue
         in any material respect on the date as of which it was deemed to have
         been made; or

                  (c) Covenants.  There shall occur a

                           (i) default in the due performance or observance of
                  any term, covenant or agreement contained in Sections 7.2,
                  7.9, 7.11, 7.12, 7.13 or 8.1 through 8.15, inclusive;

                           (ii) default in the due performance or observance of
                  any term, covenant or agreement contained in Sections 7.1(a),
                  (b) (c) or (d) and such default shall continue unremedied for
                  a period of at least 5 days after the earlier of an Executive
                  Officer of a Credit Party becoming aware of such default or
                  notice thereof by the Administrative Agent; or

                           (iii) default in the due performance or observance by
                  it of any term, covenant or agreement (other than those
                  referred to in subsections (a), (b), (c)(i) or (c)(ii) of this
                  Section 9.1) contained in this Credit Agreement or any other
                  Credit Document and such default shall continue unremedied for
                  a period of at least 30 days after the earlier of an Executive
                  Officer of a Credit Party becoming aware of such default or
                  notice thereof by the Administrative Agent; or

                  (d) Other Credit Documents. (i) Any Credit Party shall default
         in the due performance or observance of any term, covenant or agreement
         in any of the other Credit Documents (subject to applicable grace or
         cure periods, if any) or (ii) except as a result of or in connection
         with a dissolution, merger or disposition of a Subsidiary permitted
         under Section 8.4 or Section 8.5, any Credit Document shall fail to be
         in full force and effect or to give the Administrative Agent and/or the

<PAGE>

         Lenders the Liens, rights, powers and privileges purported to be
         created thereby, or any Credit Party shall so state in writing; or

                  (e) Guaranties. Except as the result of or in connection with
         a dissolution, merger or disposition of a Subsidiary permitted under
         Section 8.4 or Section 8.5, the guaranty given by any Guarantor
         (including any Person which becomes a Guarantor after the Closing Date
         in accordance with Section 7.12) or any provision thereof shall cease
         to be in full force and effect, or any Guarantor (including any Person
         which becomes a Guarantor after the Closing Date in accordance with
         Section 7.12) or any Person acting by or on behalf of such Guarantor
         shall deny or disaffirm such Guarantor's obligations under such
         guaranty, or any Guarantor shall default in the due performance or
         observance of any term, covenant or agreement on its part to be
         performed or observed pursuant to any guaranty; or

                  (f) Bankruptcy, etc. Any Bankruptcy Event shall occur with
         respect to any member of the Consolidated Group; or

                  (g) Defaults under Other Agreements. With respect to any
         Indebtedness (other than Indebtedness outstanding under this Credit
         Agreement) in excess of $2,500,000 in the aggregate for the members of
         the Consolidated Group taken as a whole, (i) any member of the
         Consolidated Group shall (A) default in any payment (beyond the
         applicable grace period with respect thereto, if any) with respect to
         any such Indebtedness, or (B) the occurrence and continuance of a
         default in the observance or performance relating to such Indebtedness
         or contained in any instrument or agreement evidencing, securing or
         relating thereto, or any other event or condition shall occur or
         condition exist, the effect of which default or other event or
         condition is to cause, or to permit, the holder or holders of such
         Indebtedness (or trustee or agent on behalf of such holders) to cause
         (determined without regard to whether any notice or lapse of time is
         required), any such Indebtedness to become due prior to its stated
         maturity; or (ii) any such Indebtedness shall be declared due and
         payable, or required to be prepaid other than by a regularly scheduled
         required prepayment, prior to the stated maturity thereof; or

                  (h) Judgments. One or more judgments, settlements or decrees
         shall be entered against or agreed to by one or more of the members of
         the Consolidated Group involving a liability of $2,500,000 or more in
         the aggregate (to the extent not paid or fully covered by insurance
         provided by a carrier who has acknowledged coverage and has the ability
         to perform) and any such judgments, settlements or decrees shall not
         have been vacated, discharged or stayed or bonded pending appeal within
         30 days from the entry thereof; or

                  (i) ERISA. Any of the following events or conditions, if such
         event or condition could involve possible taxes, penalties, and other
         liabilities in an aggregate amount in excess of $2,500,000: (i) any
         "accumulated funding deficiency," as such term is defined in Section
         302 of ERISA and Section 412 of the Internal Revenue Code, whether or
         not waived, shall exist with respect to any Plan, or any lien shall
         arise on the assets of any member of the Consolidated Group or any
         ERISA Affiliate in favor of the PBGC or a Plan; (ii) an ERISA Event
         shall occur with respect to a Single Employer Plan, which is, in the
         reasonable opinion of the Administrative Agent, likely to result in the
         termination of such Plan for purposes of Title IV of ERISA; (iii) an
         ERISA Event shall occur with respect to a Multiemployer Plan or
         Multiple Employer Plan, which is, in the reasonable opinion of the
         Administrative Agent, likely to result in (A) the termination of such
         Plan for purposes of Title IV of ERISA, or (B) any member of the
         Consolidated Group or any ERISA Affiliate incurring any liability in
         connection with a withdrawal from, reorganization of (within the
<PAGE>

         meaning of Section 4241 of ERISA), or insolvency (within the meaning of
         Section 4245 of ERISA) of such Plan; or (iv) any prohibited transaction
         (within the meaning of Section 406 of ERISA or Section 4975 of the
         Internal Revenue Code) or breach of fiduciary responsibility shall
         occur which may subject any member of the Consolidated Group or any
         ERISA Affiliate to any liability under Sections 406, 409, 502(i), or
         502(l) of ERISA or Section 4975 of the Internal Revenue Code, or under
         any agreement or other instrument pursuant to which any member of the
         Consolidated Group or any ERISA Affiliate has agreed or is required to
         indemnify any person against any such liability; or

                  (j) Ownership. There shall occur a Change of Control.

9.2      Acceleration; Remedies.

         Upon the occurrence of an Event of Default, and at any time thereafter
unless and until such Event of Default has been waived by the requisite Lenders
(pursuant to the voting requirements of Section 11.6) or cured to the
satisfaction of the requisite Lenders (pursuant to the voting procedures in
Section 11.6), the Administrative Agent shall, upon the request and direction of
the Required Lenders, by written notice to the Credit Parties take any of the
following actions:

                  (a) Termination of Commitments. Declare the Commitments
         terminated whereupon the Commitments shall be immediately terminated.

                  (b) Acceleration. Declare the unpaid principal of and any
         accrued interest in respect of all Loans, any reimbursement obligations
         arising from drawings under Letters of Credit and any and all other
         indebtedness or obligations of any and every kind owing by the Credit
         Parties to the Administrative Agent and/or any of the Lenders hereunder
         to be due whereupon the same shall be immediately due and payable
         without presentment, demand, protest or other notice of any kind, all
         of which are hereby waived by the Credit Parties.

                  (c) Cash Collateral. Direct the Credit Parties to pay (and the
         Credit Parties agree that upon receipt of such notice, or upon the
         occurrence of an Event of Default under Section 9.1(f), they will
         immediately pay) to the Administrative Agent additional cash, to be
         held by the Administrative Agent, for the benefit of the Lenders, in a
         cash collateral account as additional security for the LOC Obligations
         in respect of subsequent drawings under all then outstanding Letters of
         Credit in an amount equal to the maximum aggregate amount which may be
         drawn under all Letters of Credits then outstanding.

                  (d) Conversion of Foreign Currency Loans. With respect to all
         or any part of outstanding Foreign Currency Loans, redenominate such
         Loans into Dollars and convert such Loans into Base Rate Loans in
         Dollars on the last day of the Interest Period applicable thereto.

                  (e) Enforcement of Rights. Enforce any and all rights and
         interests created and existing under the Credit Documents including,
         without limitation, all rights and remedies existing under the
         Collateral Documents, all rights and remedies against a Guarantor and
         all rights of set-off.

         Notwithstanding the foregoing, if an Event of Default specified in
Section 9.1(f) shall occur with respect to the Borrower, then the Commitments
shall automatically terminate and all Loans, all reimbursement obligations
arising from drawings under Letters of Credit, all accrued interest in respect

<PAGE>

thereof, all accrued and unpaid Fees and other indebtedness or obligations owing
to the Administrative Agent and/or any of the Lenders hereunder automatically
shall immediately become due and payable without the giving of any notice or
other action by the Administrative Agent or the Lenders.


                                   SECTION 10

                                AGENCY PROVISIONS

10.1     Appointment, Powers and Immunities.

         Each Lender hereby irrevocably appoints and authorizes the
Administrative Agent to act as its agent under this Credit Agreement and the
other Credit Documents with such powers and discretion as are specifically
delegated to the Administrative Agent by the terms of this Credit Agreement and
the other Credit Documents, together with such other powers as are reasonably
incidental thereto. Each Lender further authorizes and directs the
Administrative Agent to execute and deliver releases (or similar agreements) to
give effect to the provisions of this Credit Agreement and the other Credit
Documents, including specifically, without limitation, the provisions of Section
8.5 hereof. The Administrative Agent (which term as used in this sentence and in
Section 10.5 and the first sentence of Section 10.6 shall include its Affiliates
and its own and its Affiliates' officers, directors, employees, and agents): (a)
shall not have any duties or responsibilities except those expressly set forth
in this Credit Agreement and shall not be a trustee or fiduciary for any Lender;
(b) shall not be responsible to the Lenders for any recital, statement,
representation, or warranty (whether written or oral) made by a member of the
Consolidated Group or any other Lender in or in connection with any Credit
Document or any certificate or other document referred to or provided for in, or
received by any of them under, any Credit Document, or for the value, validity,
effectiveness, genuineness, enforceability, or sufficiency of any Credit
Document, or any other document referred to or provided for therein or for any
failure by any Credit Party or any other Person to perform any of its
obligations thereunder; (c) shall not be responsible for or have any duty to
ascertain, inquire into, or verify the performance or observance of any
covenants or agreements by any Credit Party or the satisfaction of any condition
or to inspect the property (including the books and records) of any Credit Party
or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate
or conduct any litigation or collection proceedings under any Credit Document;
and (e) shall not be responsible for any action taken or omitted to be taken by
it under or in connection with any Credit Document, except for its own gross
negligence or willful misconduct. The Administrative Agent may employ agents and
attorneys-in-fact and shall not be responsible for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it with reasonable care. The
title of Documentation Agent is bestowed in recognition of the participation in
this credit by the Documentation Agent, and such title shall not impose or imply
any duties or responsibilities whatsoever of the Documentation Agent, in its
respective capacity as such, to the Borrower, the Guarantors, the Administrative
Agent or the Lenders.

10.2     Reliance by Administrative Agent.

         The Administrative Agent shall be entitled to rely upon any
certification, notice, instrument, writing, or other communication (including,
without limitation, any thereof by telephone or telecopy) believed by it to be
genuine and correct and to have been signed, sent or made by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel
(including counsel for any Credit Party), independent accountants, and other
experts selected by the Administrative Agent. The Administrative Agent may deem
and treat the payee of any Note as the holder thereof for all purposes hereof

<PAGE>

unless and until the Administrative Agent receives and accepts an Assignment and
Acceptance executed in accordance with Section 11.3(b) hereof. As to any matters
not expressly provided for by this Credit Agreement, the Administrative Agent
shall not be required to exercise any discretion or take any action, but shall
be required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Required Lenders,
and such instructions shall be binding on all of the Lenders; provided, however,
that the Administrative Agent shall not be required to take any action that
exposes the Administrative Agent to personal liability or that is contrary to
any Credit Document or applicable law or unless it shall first be indemnified to
its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking any such action.

10.3     Defaults.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of a Default or Event of Default unless the
Administrative Agent has received written notice from a Lender or a Credit Party
specifying such Default or Event of Default and stating that such notice is a
"Notice of Default". In the event that the Administrative Agent receives such a
notice of the occurrence of a Default or Event of Default, the Administrative
Agent shall give prompt notice thereof to the Lenders. The Administrative Agent
shall (subject to Section 10.2) take such action with respect to such Default or
Event of Default as shall reasonably be directed by the Required Lenders (or
such other Lenders as required by Section 11.6), provided that, unless and until
the Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interest of the Lenders.

10.4     Rights as a Lender.

         With respect to its Commitment and the Loans made by it, Bank of
America (and any successor acting as Administrative Agent) in its capacity as a
Lender hereunder shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not acting as the
Administrative Agent, and the term "Lender" or "Lenders" shall, unless the
context otherwise indicates, include the Administrative Agent in its individual
capacity. Bank of America (and any successor acting as Administrative Agent) and
its Affiliates may (without having to account therefor to any Lender) accept
deposits from, lend money to, make investments in, provide services to, and
generally engage in any kind of lending, trust, or other business with any
Credit Party or any of its Subsidiaries or Affiliates as if it were not acting
as Administrative Agent, and Bank of America (and any successor acting as
Administrative Agent) and its Affiliates may accept fees and other consideration
from any Credit Party or any of its Subsidiaries or Affiliates for services in
connection with this Credit Agreement or otherwise without having to account for
the same to the Lenders.

10.5     Indemnification.

         The Lenders agree to indemnify the Administrative Agent (to the extent
not reimbursed under Section 11.5 hereof, but without limiting the obligations
of the Credit Parties under Section 11.5) ratably in accordance with their
respective Revolving Commitments, or, if the Revolving Commitments have been
terminated, the outstanding Obligations (taking into account Participation
Interests therein), for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including attorneys'
fees), or disbursements of any kind and nature whatsoever that may be imposed
on, incurred by, asserted or awarded against the Administrative Agent (including
by any Lender) in any way relating to or arising out of any Credit Document or
the transactions contemplated thereby or any action taken or omitted by the

<PAGE>

Administrative Agent under any Credit Document; provided that no Lender shall be
liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the Person to be indemnified. Without
limitation of the foregoing, each Lender agrees to reimburse the Administrative
Agent promptly upon demand for its ratable share of any costs or expenses
payable by the Credit Parties under Section 11.5, to the extent that the
Administrative Agent is not promptly reimbursed for such costs and expenses by
the Credit Parties. The agreements in this Section 10.5 shall survive the
repayment of the Loans, LOC Obligations and other obligations under the Credit
Documents and the termination of the Commitments hereunder.

10.6     Non-Reliance on Administrative Agent and Other Lenders.

         Each Lender agrees that it has, independently and without reliance on
the Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Credit Parties and their Subsidiaries and decision to enter into this Credit
Agreement and that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
analysis and decisions in taking or not taking action under the Credit
Documents. Except for notices, reports, and other documents and information
expressly required to be furnished to the Lenders by the Administrative Agent
hereunder, the Administrative Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the affairs,
financial condition, or business of any Credit Party or any of its Subsidiaries
or Affiliates that may come into the possession of the Administrative Agent or
any of its Affiliates.

10.7     Successor Administrative Agent.

         The Administrative Agent may resign at any time by giving notice
thereof to the Lenders and the Credit Parties. Upon any such resignation, the
Required Lenders shall have the right to appoint a successor Administrative
Agent, which successor shall be acceptable to the Borrower. If no successor
Administrative Agent shall have been so appointed by the Required Lenders and
shall have accepted such appointment within thirty (30) days after the retiring
Administrative Agent's giving of notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be acceptable to the Borrower and which shall
be a commercial bank organized under the laws of the United States having
combined capital and surplus of at least $100,000,000. Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor, such successor
shall thereupon succeed to and become vested with all the rights, powers,
discretion, privileges, and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Section 10 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent. If no successor
agent has accepted appointment as Administrative Agent by the date which is 60
days following the retiring Administrative Agent's notice of resignation, the
retiring Administrative Agent's resignation shall nevertheless thereupon become
effective and the Lenders shall perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Required Lenders appoint a
successor agent as provided above.

<PAGE>

                                   SECTION 11

                                  MISCELLANEOUS

11.1     Notices.

         Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (a) when
delivered, (b) when transmitted via telecopy (or other facsimile device) to the
number set out below, (c) the Business Day following the day on which the same
has been delivered prepaid to a reputable national overnight air courier
service, or (d) the third Business Day following the day on which the same is
sent by certified or registered mail, postage prepaid, in each case to the
respective parties at the address, in the case of the Credit Parties, the
Administrative Agent and the Issuing Lender, set forth below, and, in the case
of the Lenders, set forth on Schedule 11.1, or at such other address as such
party may specify by written notice to the other parties hereto:

         if to any Credit Party:

                  ICT Group, Inc.
                  800 Town Center Drive
                  Langhorne, PA 19047-1748
                  Attn:    Vincent A. Paccapaniccia
                           Senior Vice President and Chief Financial Officer
                  Telephone:        215-702-2024
                  Facsimile:        800-500-7906

         with a copy to:

                  ICT Group, Inc.
                  800 Town Center Drive
                  Langhorne, PA 19047-1748
                  Attn:    Vincent M. Dadamo
                           Vice President and General Counsel
                  Telephone:        215-702-2354
                  Facsimile:        800-500-7906

         if to the Administrative Agent:

                  For Notices of Borrowing, Notices of Extension/Conversion and
                  Payments:

                  Bank of America, N.A., as Administrative Agent
                  101 N. Tryon Street, 15th Floor
                  NC1-001-15-04
                  Charlotte, North Carolina  28255
                  Attn:    William A. Cessna
                           Agency Services
                  Telephone:        (704) 388-6482
                  Facsimile:        (704) 409-0013

                  For Compliance Certificates and Financial Statements

<PAGE>


                  Bank of America, N.A., as Administrative Agent
                  231 South LaSalle Street
                  Mail Code:  IL1-231-08-30
                  Chicago, Illinois  60697
                  Attn:    Michael Brashler
                  Telephone:        (312) 828-3706
                  Facsimile:        (877) 206-8414

                  For all other Notices:

                  Bank of America, N.A., as Administrative Agent
                  10 Light Street, Sixteenth Floor
                  MD4-302-16-01
                  Baltimore, MD  21202-1435
                  Attn:    Monica Brandes
                  Telephone:        (410) 605-8019
                           Facsimile:       (410) 539-7508

         if to the Issuing Lender:

                  For standby Letters of Credit:

                  Bank of America, N.A.
                  231 S. LaSalle St.
                  Mail Code: IL1-231-17-00
                  Chicago, IL 60697
                  Attn:    Gail Miller
                  Telephone:        (312) 923-5924
                  Facsimile:        (312) 974-0142

                  For Trade Letters of Credit:

                  Bank of America, N.A.
                  231 S. LaSalle St.
                  Mail Code: IL1-231-17-00
                  Chicago, IL 60697
                  Attn:    Phil Kelly
                  Telephone:        (312) 923-0685
                  Facsimile:        (312) 987-6828

11.2     Right of Set-Off; Adjustments.

         Upon the occurrence and during the continuance of any Event of Default,
each Lender (and each of its Affiliates) is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender (or any
of its Affiliates) to or for the credit or the account of any Credit Party
against any and all of the obligations of such Person now or hereafter existing
under this Credit Agreement, under the Notes, under any other Credit Document or
otherwise, irrespective of whether such Lender shall have made any demand under

<PAGE>

hereunder or thereunder and although such obligations may be unmatured. Each
Lender agrees promptly to notify any affected Credit Party after any such
set-off and application made by such Lender; provided, however, that the failure
to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender under this Section 11.2 are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that such Lender may have.

11.3     Benefit of Agreement.

         (a) This Credit Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto; provided that none of the Credit Parties may assign or transfer
any of its interests and obligations without prior written consent of each of
the Lenders; provided further that the rights of each Lender to transfer, assign
or grant participations in its rights and/or obligations hereunder shall be
limited as set forth in this Section 11.3.

         (b) Each Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Credit Agreement (including,
without limitation, all or a portion of its Loans, its Notes, and its
Commitment); provided, however, that

                  (iv) except in the case of an assignment to another Lender, an
         Affiliate of an existing Lender or any fund that invests in bank loans
         and is advised or managed by an investment advisor to an existing
         Lender or an assignment of all of a Lender's rights and obligations
         under this Credit Agreement, any such partial assignment shall be in an
         amount at least equal to $5,000,000 (or, if less, the remaining amount
         of the Commitment being assigned by such Lender) or an integral
         multiple of $1,000,000 in excess thereof;

                  (v) any such assignment shall be of a constant, not varying,
         percentage of all of the Obligations and Commitments hereunder; and

                  (vi) the parties to such assignment shall execute and deliver
         to the Administrative Agent for its acceptance an Assignment and
         Acceptance in the form of Schedule 11.3(b) hereto, together with any
         Note subject to such assignment and a processing fee of $3,500.

Upon execution, delivery, and acceptance of such Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of such
assignment, have the obligations, rights, and benefits of a Lender hereunder and
the assigning Lender shall, to the extent of such assignment, relinquish its
rights and be released from its obligations under this Credit Agreement. Upon
the consummation of any assignment pursuant to this Section 11.3(b), the
assignor, the Administrative Agent and the Credit Parties shall make appropriate
arrangements so that, if required, new Notes are issued to the assignor and the
assignee. If the assignee is not a United States person under Section
6701(a)(30) of the Internal Revenue Code, it shall deliver to the Credit Parties
and the Administrative Agent certification as to exemption from deduction or
withholding of Taxes in accordance with Section 3.11.

         (c) Maintenance of Register. The Administrative Agent shall maintain at
one of its offices in Charlotte, North Carolina a copy of each Lender assignment
agreement delivered to it in accordance with the terms of subsection (b) above
and a register for the recordation of the identity of the principal amount, type
and Interest Period of each Loan outstanding hereunder, the names, addresses and
the Commitments of the Lenders pursuant to the terms hereof from time to time
(the "Register"). The Administrative Agent will make reasonable efforts to
maintain the accuracy of the Register and to promptly update the Register from
time to time, as necessary. The entries in the Register shall be conclusive in

<PAGE>

the absence of manifest error and the Borrowers, 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
Credit Agreement. The Register shall be available for inspection by the
Borrowers and each Lender, at any reasonable time and from time to time upon
reasonable prior notice.

         (d) Upon its receipt of an Assignment and Acceptance executed by the
parties thereto, together with any Note subject to such assignment and payment
of the processing fee, the Administrative Agent shall, if such Assignment and
Acceptance has been completed and is in substantially the form of Schedule
11.3(b) hereto, (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give prompt notice
thereof to the parties thereto.

         (e) Each Lender may sell participations to one or more Persons in all
or a portion of its rights, obligations or rights and obligations under this
Credit Agreement (including all or a portion of its Commitment or its Loans);
provided, however, that (i) such Lender's obligations under this Credit
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) the participants shall be entitled to the benefit of the yield protection
provisions contained in Sections 3.6 through 3.12, inclusive (but the amounts
payable to the participants under such Sections shall be limited to an aggregate
amount not in excess of the amounts that would have otherwise been payable under
such Sections to such Lender), and the right of set-off contained in Section
11.2, and (iv) the Credit Parties shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under
this Credit Agreement, and such Lender shall retain the sole right to enforce
the obligations of the Credit Parties relating to the Guaranteed Obligations
owing to such Lender and to approve any amendment, modification, or waiver of
any provision of this Credit Agreement (other than amendments, modifications, or
waivers decreasing the amount of principal of or the rate at which interest is
payable on such Loans or Notes, extending any scheduled principal payment date
or date fixed for the payment of interest on such Loans or Notes, or extending
its Commitment).

         (f) Notwithstanding any other provision set forth in this Credit
Agreement, any Lender may at any time assign and pledge all or any portion of
its Loans and its Notes to any Federal Reserve Bank as collateral security
pursuant to Regulation A and any Operating Circular issued by such Federal
Reserve Bank. No such assignment shall release the assigning Lender from its
obligations hereunder.

         (g) Any Lender may furnish any information concerning the members of
the Consolidated Group in the possession of such Lender from time to time to
assignees and participants (including prospective assignees and participants),
subject, however, to the provisions of Section 11.14 hereof.

11.4     No Waiver; Remedies Cumulative.

         No failure or delay on the part of the Administrative Agent or any
Lender in exercising any right, power or privilege hereunder or under any other
Credit Document and no course of dealing between the Administrative Agent or any
Lender and any of the Credit Parties shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege hereunder
or under any other Credit Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights and remedies provided herein are cumulative and not
exclusive of any rights or remedies which the Administrative Agent or any Lender
would otherwise have. No notice to or demand on any Credit Party in any case
shall entitle the Credit Parties to any other or further notice or demand in

<PAGE>

similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent or the Lenders to any other or further action in any
circumstances without notice or demand.

11.5     Expenses; Indemnification.

         (a) The Borrower agrees to pay on demand all costs and expenses of the
Administrative Agent in connection with the syndication, preparation, execution,
delivery, administration, modification, and amendment of this Credit Agreement,
the other Credit Documents, and the other documents to be delivered hereunder,
including, without limitation, the reasonable fees and expenses of counsel for
the Administrative Agent (including the cost of internal counsel) with respect
thereto and with respect to advising the Administrative Agent as to its rights
and responsibilities under the Credit Documents. The Borrower agrees to pay on
demand all costs and expenses of the Administrative Agent and the Lenders, if
any (including, without limitation, reasonable attorneys' fees and expenses and
the cost of internal counsel), in connection with the enforcement (whether
through negotiations, legal proceedings, or otherwise) of the Credit Documents
and the other documents to be delivered thereunder. The Borrower further agrees
to permit the Administrative Agent to perform inventory and accounts receivable
field audits at the Borrower's expense (not to exceed $650 per day plus
out-of-pocket expenses), provided that unless a Default shall then be in
existence the Borrower's obligation to reimburse the Administrative Agent for
such field audits shall be limited to one such field audit each fiscal year.

         (b) The Borrower agrees to indemnify and hold harmless the
Administrative Agent and each Lender and each of their Affiliates and their
respective officers, directors, employees, agents, and advisors (each, an
"Indemnified Party") from and against any and all claims, damages, losses,
liabilities, penalties, actions, judgment, suits, costs, disbursements and
expenses (including, without limitation, reasonable attorneys' fees) that may be
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of (including, without
limitation, in connection with any investigation, litigation, or proceeding or
preparation of defense in connection therewith) the Credit Documents, any of the
transactions contemplated thereby, any action taken or omitted by the
Indemnified Party pursuant to any Credit Document, or the actual or proposed use
of the proceeds of the Loans, except to the extent such claim, damage, loss,
liability, cost, or expense is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnified Party's
gross negligence or willful misconduct. In the case of an investigation,
litigation or other proceeding to which the indemnity in this Section 11.5
applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by any of the Credit Parties, their
respective directors, shareholders or creditors or an Indemnified Party or any
other Person or any Indemnified Party is otherwise a party thereto and whether
or not the transactions contemplated hereby are consummated. The Borrower agrees
not to assert any claim against the Administrative Agent, any Lender, any of
their Affiliates, or any of their respective directors, officers, employees,
attorneys, agents, and advisors, on any theory of liability, for special,
indirect, consequential, or punitive damages arising out of or otherwise
relating to the Credit Documents, any of the transactions contemplated herein or
the actual or proposed use of the proceeds of the Loans.

         (c) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 11.5 shall survive the repayment of the Loans, LOC Obligations and
other obligations under the Credit Documents and the termination of the
Commitments hereunder.
<PAGE>

11.6              Amendments, Waivers and Consents.

         Neither this Credit Agreement nor any other Credit Document nor any of
the terms hereof or thereof may be amended, changed, waived, discharged or
terminated unless such amendment, change, waiver, discharge or termination is in
writing entered into by, or approved in writing by, the Required Lenders and the
Borrower, provided, however, that:

                  (a) without the consent of each Lender affected thereby,
         neither this Credit Agreement nor any other Credit Document may be
         amended to

                      (i) extend the Termination Date or the final maturity of
                 any Loan or of any reimbursement obligation, or any portion
                 thereof, arising from drawings under Letters of Credit,

                      (ii) reduce the rate or extend the time of payment of
                 interest (other than as a result of waiving the applicability
                 of any post-default increase in interest rates) thereon or Fees
                 hereunder,

                      (iii) reduce or waive the principal amount of any Loan or
                 of any reimbursement obligation, or any portion thereof,
                 arising from drawings under Letters of Credit,

                      (iv) increase the Commitment of a Lender over the amount
                 thereof in effect (it being understood and agreed that a waiver
                 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),

                      (v) except as the result of or in connection with a
                 dissolution, merger or disposition of a member of the
                 Consolidated Group permitted under Section 8.4, release the
                 Borrower or all or substantially all of the Guarantors from its
                 or their obligations under the Credit Documents,

                      (vi) except as the result of or in connection with an
                 Asset Disposition permitted under Section 8.5, release all or
                 substantially all of the collateral,

                      (vii) amend, modify or waive any provision of this Section
                 11.6 or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13,
                 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9,

                      (viii) reduce any percentage specified in, or otherwise
                 modify, the definition of Required Lenders, or

                      (ix) consent to the assignment or transfer by the Borrower
                 or all or substantially all of the other Credit Parties of any
                 of its or their rights and obligations under (or in respect of)
                 the Credit Documents except as permitted thereby;

                  (b) without the consent of the Administrative Agent, no
         provision of Section 10 may be amended; and

<PAGE>

                  (c) without the consent of the Issuing Lender, no provision of
         Section 2.1(b), 2.2(a)(ii) and 2.6 may be amended.

         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 may consent to allow a Credit Party to use
         cash collateral in the context of a bankruptcy or insolvency
         proceeding.

11.7     Counterparts.

         This Credit Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument. It shall not be necessary in
making proof of this Credit Agreement to produce or account for more than one
such counterpart for each of the parties hereto. Delivery by facsimile by any of
the parties hereto of an executed counterpart of this Credit Agreement shall be
as effective as an original executed counterpart hereof and shall be deemed a
representation that an original executed counterpart hereof will be delivered.

11.8     Headings.

         The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Credit Agreement.

11.9     Survival.

         All indemnities set forth herein, including, without limitation, in
Section 2.6(h), 3.11, 3.12, 10.5 or 11.5 shall survive the execution and
delivery of this Credit Agreement, the making of the Loans, the issuance of the
Letters of Credit, the repayment of the Loans, LOC Obligations and other
obligations under the Credit Documents and the termination of the Commitments
hereunder, and all representations and warranties made by the Credit Parties
herein shall survive delivery of the Notes and the making of the Loans
hereunder.

11.10    Governing Law; Submission to Jurisdiction; Venue.

         (a) THIS CREDIT AGREEMENT AND, UNLESS OTHERWISE EXPRESSLY PROVIDED
THEREIN, THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal
action or proceeding with respect to this Credit Agreement or any other Credit
Document may be brought in the state or federal courts located in New York, New
York, and, by execution and delivery of this Credit Agreement, each of the
Credit Parties hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the nonexclusive jurisdiction of such
courts. Each of the Credit Parties further irrevocably consents to the service
of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to it at the address set out for notices pursuant to Section
11.1, such service to become effective three (3) days after such mailing.
Nothing herein shall affect the right of the Administrative Agent or any Lender
to serve process in any other manner permitted by law or to commence legal
proceedings or to otherwise proceed against any Credit Party in any other
jurisdiction.

<PAGE>

         (b) Each of the Credit Parties hereby irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any of the
aforesaid actions or proceedings arising out of or in connection with this
Credit Agreement or any other Credit Document brought in the courts referred to
in subsection (a) above and hereby further irrevocably waives and agrees not to
plead or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum.

         (c) TO THE EXTENT PERMITTED BY LAW, EACH OF THE ADMINISTRATIVE AGENT,
THE LENDERS AND EACH OF THE CREDIT PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

11.11    Severability.

         If any provision of any of the Credit Documents is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

11.12    Entirety.

         This Credit Agreement together with the other Credit Documents
represent the entire agreement of the parties hereto and thereto, and supersede
all prior agreements and understandings, oral or written, if any, including any
commitment letters or correspondence relating to the Credit Documents or the
transactions contemplated herein and therein.

11.13    Binding Effect; Termination.

         (a) This Credit Agreement shall become effective at such time on or
after the Closing Date when it shall have been executed by each Credit Party and
the Administrative Agent, and the Administrative Agent shall have received
copies hereof (telefaxed or otherwise) which, when taken together, bear the
signatures of each Lender, and thereafter this Credit Agreement shall be binding
upon and inure to the benefit of each Credit Party, the Administrative Agent and
each Lender and their respective successors and assigns.

         (b) The term of this Credit Agreement shall be until no Loans, LOC
Obligations or any other amounts payable hereunder or under any of the other
Credit Documents shall remain outstanding, no Letters of Credit shall be
outstanding, all of the Guaranteed Obligations have been irrevocably satisfied
in full and all of the Commitments hereunder shall have expired or been
terminated.

11.14    Confidentiality.

         The Administrative Agent and each Lender (each, a "Lending Party")
agrees to keep confidential any information furnished or made available to it by
the Credit Parties pursuant to this Credit Agreement that is marked
confidential; provided that nothing herein shall prevent any Lending Party from
disclosing such information (a) to any other Lending Party or any Affiliate of
any Lending Party, or any officer, director, employee, agent, or advisor of any
Lending Party or Affiliate of any Lending Party, (b) to any other Person if

<PAGE>

reasonably incidental to the administration of the credit facility provided
herein, (c) as required by any law, rule, or regulation, (d) upon the order of
any court or administrative agency, (e) upon the request or demand of any
regulatory agency or authority, (f) that is or becomes available to the public
or that is or becomes available to any Lending Party other than as a result of a
disclosure by any Lending Party prohibited by this Credit Agreement, (g) in
connection with any litigation to which such Lending Party or any of its
Affiliates may be a party, (h) to the extent necessary in connection with the
exercise of any remedy under this Credit Agreement or any other Credit Document,
(i) to the National Association of Insurance Commissioners or any similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's investment portfolio in connection with ratings
issued with respect to such Lender, (j) to any direct or indirect contractual
counterparty in swap agreements or such contractual counterparty's professional
advisor (so long as such contractual counterparty or professional advisor to
such contractual counterparty (i) has been approved in writing by the Borrower
and (ii) agrees in a writing enforceable by the Borrower to be bound by the
provisions of this Section 11.14) and (k) subject to provisions substantially
similar to those contained in this Section 11.14, to any actual or proposed
participant or assignee.

11.15    Source of Funds.

         Each of the Lenders hereby represents and warrants to the Borrower that
at least one of the following statements is an accurate representation as to the
source of funds to be used by such Lender in connection with the financing
hereunder:

                  (a) no part of such funds constitutes assets allocated to any
         separate account maintained by such Lender in which any employee
         benefit plan (or its related trust) has any interest;

                  (b) to the extent that any part of such funds constitutes
         assets allocated to any separate account maintained by such Lender,
         such Lender has disclosed to the Borrower the name of each employee
         benefit plan whose assets in such account exceed 10% of the total
         assets of such account as of the date of such purchase (and, for
         purposes of this subsection (b), all employee benefit plans maintained
         by the same employer or employee organization are deemed to be a single
         plan);

                  (c) to the extent that any part of such funds constitutes
         assets of an insurance company's general account, such insurance
         company has complied with all of the requirements of the regulations
         issued under Section 401(c)(1)(A) of ERISA; or

                  (d) such funds constitute assets of one or more specific
         benefit plans which such Lender has identified in writing to the
         Borrower.

As used in this Section 11.15, the terms "employee benefit plan" and "separate
account" shall have the respective meanings provided in Section 3 of ERISA.

11.16    Judgment Currency.

         (a) Each Credit Party's obligations hereunder and under the other
Credit Documents to make payments in Dollars or applicable foreign currency (the
"Obligation Currency") shall not be discharged or satisfied by any tender or
recovery pursuant to any judgment expressed in or converted into any currency
other than the Obligation Currency, except to the extent that such tender or
recovery results in the effective receipt by the Administrative Agent or a
Lender of the full amount of the Obligation Currency expressed to be payable to

<PAGE>

the Administrative Agent or such Lender hereunder or under any other of the
Credit Documents. If, for the purpose of obtaining or enforcing a judgment
against any Credit Party in any court or in any jurisdiction, it becomes
necessary to convert into or from any currency other than the Obligation
Currency (such other currency being hereafter revered to as the "Judgment
Currency") an amount due in the Obligation Currency, the conversion shall be
made at the Dollar Equivalent determined as of the Business Day immediately
preceding the day on which the judgment is given (such Business Day hereafter
being referred to as the "Judgment Currency Conversion Date").

         (b) If there is a change in the rate of exchange prevailing between the
Judgment Currency Conversion Date and the date of actual payment of the amount
due, such amount payable by the applicable Credit Party shall be reduced or
increased, as applicable, such that the amount paid in the Judgment Currency,
when converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.

11.17    Conflict.

         To the extent that there is a conflict or inconsistency between any
provision hereof, on the one hand, and any provision of any Credit Document, on
the other hand, this Credit Agreement shall control.

                           [signature pages to follow]


<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Credit Agreement to be duly executed and delivered as of the date first
above written.

BORROWER:                       ICT GROUP, INC.,
                                a Pennsylvania corporation

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

GUARANTORS:                     YARDLEY ENTERPRISES, INC.,
                                a Delaware corporation
                                ICT CONNECTEDTOUCH.COM LLC,
                                a Pennsylvania limited liability company
                                HARVEST RESOURCES, INC.,
                                a Delaware corporation

                                By:
                                   -----------------------------------------
                                Name:
                                Title:
                                       of each Guarantor

                                       [signature pages continue]


<PAGE>


LENDERS:                        BANK OF AMERICA, N.A.,
                                in its capacity as Administrative Agent

                                By:
                                   -----------------------------------------
                                Name:    Susan Ryan
                                Title:   Senior Agency Officer

                                BANK OF AMERICA, N.A.,
                                individually in its capacity as a Lender

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

                                FLEET NATIONAL BANK

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

                                SOVEREIGN BANK

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

                                LASALLE BANK NATIONAL ASSOCIATION

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

                                BANK LEUMI USA

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