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[[NYCORP:2431329v1:4332W:10/19/04--03:33  p]]

                                CREDIT AGREEMENT
                          dated as of August 20, 2004,
                                      among
                          CCC INFORMATION SERVICES INC.
                       CCC INFORMATION SERVICES GROUP INC.
                            THE LENDERS NAMED HEREIN
                                       and
                           CREDIT SUISSE FIRST BOSTON,
                  as Administrative Agent and Collateral Agent
                           ___________________________
                           CREDIT SUISSE FIRST BOSTON,
                   as Sole Lead Arranger and Sole Bookrunner,
                           JEFFERIES & COMPANY, INC.,
                      as Syndication Agent and Co-Arranger,
                                       and
                       LASALLE BANK NATIONAL ASSOCIATION,
                             as Documentation Agent



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----


                                    ARTICLE I

                                  Definitions
SECTION  1.01.  Defined  Terms                                               1
SECTION  1.02.  Terms  Generally                                            23
SECTION  1.03.  Pro  Forma  Calculations                                    23
SECTION  1.04.  Classification  of  Loans  and  Borrowings                  23

                                   ARTICLE II

                                  The Credits
SECTION  2.01.  Commitments                                                 24
SECTION  2.02.  Loans                                                       24
SECTION  2.03.  Borrowing  Procedure                                        26
SECTION  2.04.  Evidence  of  Debt;  Repayment  of  Loans                   26
SECTION  2.05.  Fees                                                        27
SECTION  2.06.  Interest  on  Loans                                         28
SECTION  2.07.  Default  Interest                                           29
SECTION  2.08.  Alternate  Rate  of  Interest                               29
SECTION  2.09.  Termination  and  Reduction  of  Commitments                29
SECTION  2.10.  Conversion  and  Continuation  of  Borrowings               30
SECTION  2.11.  Repayment  of  Term  Borrowings                             31
SECTION  2.12.  Prepayment                                                  32
SECTION  2.13.  Mandatory  Prepayments                                      33
SECTION  2.14.  Reserve  Requirements;  Change  in  Circumstances           34
SECTION  2.15.  Change  in  Legality                                        35
SECTION  2.16.  Indemnity                                                   36
SECTION  2.17.  Pro  Rata  Treatment                                        37
SECTION  2.18.  Sharing  of  Setoffs                                        37
SECTION  2.19.  Payments                                                    38
SECTION  2.20.  Taxes                                                       38
SECTION  2.21.  Assignment  of  Commitments Under Certain Circumstances; Duty to
Mitigate                                                                    40
SECTION  2.22.  Swingline  Loans                                            42
SECTION  2.23.  Letters  of  Credit                                         43

                                   ARTICLE III

                         Representations and Warranties
SECTION  3.01.  Organization;  Powers                                       47
SECTION  3.02.  Authorization                                               48
SECTION  3.03.  Enforceability                                              48
SECTION  3.04.  Governmental  Approvals                                     48
SECTION  3.05.  Financial  Statements                                       48
SECTION  3.06.  No  Material  Adverse  Change                               49
SECTION  3.07.  Title  to  Properties;  Possession  Under  Leases           49
SECTION  3.08.  Subsidiaries                                                50
SECTION  3.09.  Litigation;  Compliance  with  Laws                         50
SECTION  3.10.  Agreements                                                  50
SECTION  3.11.  Federal  Reserve  Regulations                               50
SECTION  3.12.  Investment  Company  Act;  Public  Utility  Holding Company Act
51
SECTION  3.13.  Use  of  Proceeds                                           51
SECTION  3.14.  Tax  Returns                                                51
SECTION  3.15.  No  Material  Misstatements                                 51
SECTION  3.16.  Employee  Benefit  Plans                                    51
SECTION  3.17.  Environmental  Matters                                      52
SECTION  3.18.  Insurance                                                   52
SECTION  3.19.  Security  Documents                                         52
SECTION  3.20.  Location  of  Real  Property  and  Leased  Premises         53
SECTION  3.21.  Labor  Matters                                              53
SECTION  3.22.  Solvency                                                    53
                                   ARTICLE IV

                             Conditions of Lending
SECTION  4.01.  All  Credit  Events                                         54
SECTION  4.02.  First  Credit  Event                                        54
                                    ARTICLE V

                             Affirmative Covenants
SECTION  5.01.  Existence;  Businesses  and  Properties                     57
SECTION  5.02.  Insurance                                                   58
SECTION  5.03.  Taxes  and  Certain  Obligations                            59
SECTION  5.04.  Financial  Statements,  Reports,  etc                       59
SECTION  5.05.  Litigation  and  Other  Notices                             61
SECTION  5.06.  Information  Regarding  Collateral                          62
SECTION  5.07.  Maintaining  Records;  Access  to  Properties  and  Inspections;
Maintenance  of  Ratings                                                    62
SECTION  5.08.  Use  of  Proceeds                                           62
SECTION  5.09.  Further  Assurances                                         63
SECTION  5.10.  Interest  Rate  Protection                                  63
                                   ARTICLE VI

                               Negative Covenants
SECTION  6.01.  Indebtedness                                                64
SECTION  6.02.  Liens                                                       65
SECTION  6.03.  Sale  and  Lease-Back  Transactions                         67
SECTION  6.04.  Investments,  Loans  and  Advances                          67
SECTION 6.05.  Mergers, Consolidations, Sales of Assets and Acquisitions    69
SECTION  6.06.  Restricted  Payments;  Restrictive  Agreements              70
SECTION  6.07.  Transactions  with  Affiliates                              71
SECTION  6.08.  Business  of  Holdings,  Borrower  and  Subsidiaries        72
SECTION  6.09.  Other  Indebtedness  and  Agreements                        72
SECTION  6.10.  Capital  Expenditures                                       72
SECTION  6.11.  Interest  Coverage  Ratio                                   73
SECTION  6.12.  Maximum  Leverage  Ratio                                    73
SECTION  6.13.  Fiscal  Year                                                73
SECTION  6.14.  Certain  Equity  Securities                                 73
                                   ARTICLE VII

                               Events of Default
                                  ARTICLE VIII

               The Administrative Agent and the Collateral Agent
                                   ARTICLE IX

                                 Miscellaneous
SECTION  9.01.  Notices                                                     78
SECTION  9.02.  Survival  of  Agreement                                     79
SECTION  9.03.  Binding  Effect                                             79
SECTION  9.04.  Successors  and  Assigns                                    79
SECTION  9.05.  Expenses;  Indemnity                                        83
SECTION  9.06.  Right  of  Setoff                                           85
SECTION  9.07.  Applicable  Law                                             85
SECTION  9.08.  Waivers;  Amendment                                         85
SECTION  9.09.  Interest  Rate  Limitation                                  87
SECTION  9.10.  Entire  Agreement                                           87
SECTION  9.11.  WAIVER  OF  JURY  TRIAL                                     87
SECTION  9.12.  Severability                                                88
SECTION  9.13.  Counterparts                                                88
SECTION  9.14.  Headings                                                    88
SECTION  9.15.  Jurisdiction;  Consent  to  Service  of  Process            88
SECTION  9.16.  Confidentiality                                             89
SECTION  9.17.  USA  Patriot  Act  Notice                                   89


     Schedules
     ---------

     Schedule  1.01(a)     Mortgaged  Properties
     Schedule  1.01(b)     Subsidiary  Guarantors
Schedule  2.01     Lenders  and  Commitments
Schedule  3.08     Subsidiaries
Schedule  3.09     Litigation
Schedule  3.16     Employee  Benefit  Plans
Schedule  3.17     Environmental  Matters
Schedule  3.18     Insurance
Schedule  3.19     UCC  Filing  Offices
Schedule  3.20(a)     Real  Property  Owned  in  Fee
Schedule  3.20(b)     Leased  Real  Property
Schedule  6.01     Outstanding  Indebtedness  on  Closing  Date
Schedule  6.02     Liens  Existing  on  Closing  Date
Schedule  6.04     Existing  Investments

     Exhibits
     --------
     Exhibit  A          Form  of  Administrative  Questionnaire
     Exhibit  B          Form  of  Assignment  and  Acceptance
     Exhibit  C          Form  of  Borrowing  Request
     Exhibit  D          Form  of  Guarantee  and  Collateral  Agreement
     Exhibit  E          Form  of  Mortgage
     Exhibit  F          Form  of  Opinion  of  Latham  &  Watkins  LLP



     CREDIT  AGREEMENT (this "Agreement") dated as of August 20, 2004, among CCC
INFORMATION  SERVICES  INC.,  a  Delaware  corporation  (the  "Borrower"),  CCC
INFORMATION  SERVICES  GROUP  INC.,  a  Delaware  corporation  ("Holdings"), the
Lenders  (as  defined  in  Article  I),  and  CREDIT  SUISSE  FIRST  BOSTON,  as
administrative  agent  (in  such  capacity,  the  "Administrative Agent") and as
collateral  agent  (in  such  capacity, the "Collateral Agent") for the Lenders.

     The  Borrower has requested the Lenders to extend credit in the form of (a)
Term  Loans  (such  term and each other capitalized term used but not defined in
this  introductory  statement  having  the meaning given it in Article I) on the
Closing  Date,  in  an aggregate principal amount not in excess of $177,500,000,
and (b) Revolving Loans at any time and from time to time after the Closing Date
and  prior  to  the  Revolving  Credit  Maturity Date, in an aggregate principal
amount  at  any time outstanding not in excess of $30,000,000.  The Borrower has
requested  the  Swingline  Lender to extend credit, at any time and from time to
time  after the Closing Date and prior to the Revolving Credit Maturity Date, in
the  form  of  Swingline  Loans,  in  an  aggregate principal amount at any time
outstanding not in excess of $5,000,000.  The Borrower has requested the Issuing
Bank  to  issue  Letters  of  Credit,  in  an  aggregate face amount at any time
outstanding  not  in  excess  of  $15,000,000,  to  support  payment obligations
incurred in the ordinary course of business by the Borrower and its Subsidiaries
and  for  general  corporate purposes.  The proceeds of the Term Loans are to be
used, together with cash on hand at the Borrower, solely to fund the Self Tender
and  to pay fees and expenses incurred in connection therewith.  The proceeds of
the  Revolving  Loans  and the Swingline Loans are to be used solely for working
capital  and  general  corporate  purposes,  including  to  finance  Permitted
Acquisitions  and  investments  permitted  by Section 6.04; provided, that up to
$2,500,000  of  the proceeds of the Revolving Loans may be used to fund the Self
Tender  and  to  pay  fees  and expenses incurred in connection therewith if the
number of shares being sought in the Self Tender is increased as contemplated by
the  definition  of  the  term  "Offer  to  Purchase  Shares".

     The  Lenders  are  willing  to  extend  such credit to the Borrower and the
Issuing  Bank  is  willing  to  issue  Letters  of Credit for the account of the
Borrower  on  the  terms  and  subject  to  the  conditions  set  forth  herein.
Accordingly,  the  parties  hereto  agree  as  follows:
ARTICLE  I

DEFINITIONS

SECTION 1.01.     Defined Terms.  As used in this Agreement, the following terms
     shall  have  the  meanings  specified  below:
     "ABR",  when  used in reference to any Loan or Borrowing, refers to whether
such  Loan,  or  the  Loans comprising such Borrowing, are bearing interest at a
rate  determined  by  reference  to  the  Alternate  Base  Rate.
     "Adjusted  LIBO  Rate" shall mean, with respect to any Eurodollar Borrowing
for  any Interest Period, an interest rate per annum equal to the product of (a)
the  LIBO  Rate  in  effect for such Interest Period and (b) Statutory Reserves.
"Administrative  Agent  Fees"  shall  have  the meaning assigned to such term in
Section  2.05(b).
"Administrative Questionnaire" shall mean an Administrative Questionnaire in the
form  of  Exhibit  A, or such other form as may be supplied from time to time by
the  Administrative  Agent.
"Affiliate"  shall  mean,  when used with respect to a specified person, another
person that directly, or indirectly through one or more intermediaries, Controls
or  is  Controlled  by  or  is  under  common Control with the person specified;
provided,  however,  that,  for  purposes  of Section 6.07, the term "Affiliate"
shall also include any person that directly or indirectly owns 5% or more of any
class  of  Equity  Interests  of  the  person specified or that is an officer or
director  of  the  person  specified.
"Aggregate  Revolving  Credit  Exposure"  shall mean the aggregate amount of the
Lenders'  Revolving  Credit  Exposures.
"Alternate  Base  Rate"  shall  mean, for any day, a rate per annum equal to the
greater  of  (a)  the Prime Rate in effect on such day and (b) the Federal Funds
Effective  Rate  in  effect  on  such day plus 1/2 of 1%.  If the Administrative
Agent  shall  have  determined  (which  determination shall be conclusive absent
manifest  error) that it is unable to ascertain the Federal Funds Effective Rate
for  any  reason, including the inability or failure of the Administrative Agent
to  obtain  sufficient quotations in accordance with the terms of the definition
thereof,  the  Alternate  Base Rate shall be determined without regard to clause
(b)  of  the  preceding  sentence  until  the  circumstances giving rise to such
inability  no  longer  exist.  Any  change  in  the Alternate Base Rate due to a
change  in the Prime Rate or the Federal Funds Effective Rate shall be effective
on  the  effective  date  of  such change in the Prime Rate or the Federal Funds
Effective  Rate,  as  the  case  may  be.
"Applicable  Percentage" shall mean, for any day, with respect to any Eurodollar
Loan  or  ABR  Loan, or with respect to Commitment Fees, as the case may be, the
applicable  percentage set forth below under the caption "Eurodollar Spread-Term
Loans",  "ABR  Spread-Term  Loans",  "Eurodollar  Spread-Revolving  Loans", "ABR
Spread-Revolving Loans" or "Commitment Fee Rate", as the case may be, based upon
the  Leverage  Ratio  as  of  the  relevant  date  of  determination:
Leverage  Ratio     Eurodollar  Spread--Term  Loans     ABR  Spread--Term  Loans
---------------     -------------------------------     ------------------------
Eurodollar  Spread--  Revolving  Loans     ABR  Spread--Revolving  Loans
--------------------------------------     -----------------------------
Commitment  Fee  Rate
---------------------
Category  1
Greater  than  or  equal  to  3.0 to 1.0     3.00%     2.00%     3.00%     2.00%
----------------------------------------     -----     -----     -----     -----
0.50%
-----
Category  2
Greater  than  or  equal  to  2.5  to  1.0,  but  less than 3.0 to 1.0     2.75%
----------------------------------------------------------------------     -----
1.75%     2.75%     1.75%     0.50%
-----     -----     -----     -----
Category  3
Greater  than  or  equal  to  2.0  to  1.0,  but  less than 2.5 to 1.0     2.75%
----------------------------------------------------------------------     -----
1.75%     2.50%     1.50%     0.375%
-----     -----     -----     ------
Category  4
Less  than  2.0  to  1.0     2.75%     1.75%     2.25%     1.25%     0.375%
------------------------     -----     -----     -----     -----     ------

     Each  change  in  the  Applicable Percentage resulting from a change in the
Leverage  Ratio  shall  be  effective  with  respect to all Loans and Letters of
Credit outstanding on and after the date of delivery to the Administrative Agent
of  the financial statements and certificates required by Section 5.04(a) or (b)
and  Section  5.04(c),  respectively,  indicating  such  change  until  the date
immediately preceding the next date of delivery of such financial statements and
certificates  indicating  another  such  change.  Notwithstanding the foregoing,
until  the  Borrower  shall  have  delivered  the  financial  statements  and
certificates  required by Section 5.04(a) and Section 5.04(c), respectively, for
the  period ended December 31, 2004, the Leverage Ratio shall be deemed to be in
Category  1  for purposes of determining the Applicable Percentage. In addition,
(a)  at  any  time during which the Borrower has failed to deliver the financial
statements  and  certificates  required  by  Section  5.04(a) or (b) and Section
5.04(c),  respectively,  or  (b) at any time after the occurrence and during the
continuance  of an Event of Default, the Leverage Ratio shall be deemed to be in
Category  1  for  purposes  of  determining  the  Applicable  Percentage.
     "Asset  Sale" shall mean the sale, transfer or other disposition (by way of
merger, casualty, condemnation or otherwise) by Holdings, the Borrower or any of
the  Subsidiaries  to  any  person  other  than  the  Borrower or any Subsidiary
Guarantor of (a) any Equity Interests of the Borrower or any of the Subsidiaries
(other  than  directors' qualifying shares) or (b) any other assets of Holdings,
the  Borrower  or  any  of  the Subsidiaries (other than (i) inventory, Customer
Equipment,  damaged,  obsolete  or  worn  out  assets,  scrap  and  Permitted
Investments,  in  each case disposed of in the ordinary course of business, (ii)
dispositions  consisting  of  Restricted  Payments  permitted by Section 6.06 or
(iii)  dispositions  between  or  among Foreign Subsidiaries), provided that any
asset sale or series of related asset sales described in clause (b) above having
a  value not in excess of $500,000 shall be deemed not to be an "Asset Sale" for
purposes  of  this  Agreement.
"Assignment and Acceptance" shall mean an assignment and acceptance entered into
by  a  Lender  and an assignee, and accepted by the Administrative Agent, in the
form  of Exhibit B or such other form as shall be approved by the Administrative
Agent.
     "Backstop  Letter  of  Credit" shall mean a letter of credit that backstops
any  Letter  of Credit, each of which shall be in a face amount equal to 105% of
the undrawn face amount of the Letter of Credit being backstopped and shall have
terms  and conditions and be issued by a financial institution acceptable to the
Issuing  Bank  in  its  sole  discretion.
"Board"  shall  mean the Board of Governors of the Federal Reserve System of the
United  States  of  America.
     "Borrowing" shall mean (a) Loans of the same Class and Type made, converted
or  continued on the same date and, in the case of Eurodollar Loans, as to which
a  single  Interest  Period  is  in  effect,  or  (b)  a  Swingline  Loan.
"Borrowing  Request" shall mean a request by the Borrower in accordance with the
terms  of Section 2.03 and substantially in the form of Exhibit C, or such other
form  as  shall  be  approved  by  the  Administrative  Agent.
     "Business  Day"  shall mean any day other than a Saturday, Sunday or day on
which  banks  in  New  York  City  are  authorized  or required by law to close;
provided, however, that when used in connection with a Eurodollar Loan, the term
"Business  Day"  shall  also  exclude  any  day  on which banks are not open for
dealings  in  dollar  deposits  in  the  London  interbank  market.
     "Capital  Expenditures"  shall  mean,  for any period, (a) the additions to
property, plant and equipment and other capital expenditures of the Borrower and
its  consolidated  Subsidiaries  that  are  (or  should  be)  set  forth  in  a
consolidated statement of cash flows of the Borrower for such period prepared in
accordance  with  GAAP  and  (b)  Capital  Lease  Obligations or Synthetic Lease
Obligations  incurred  by  the Borrower and its consolidated Subsidiaries during
such  period,  but  excluding  in  each  case  (i)  any such expenditure made to
restore,  replace  or  rebuild  property  to  the  condition  of  such  property
immediately  prior  to  any  damage,  loss,  destruction or condemnation of such
property,  to  the  extent  such  expenditure  is  made with insurance proceeds,
condemnation  awards  or  damage  recovery proceeds relating to any such damage,
loss,  destruction  or  condemnation,  (ii)  any  such  expenditure constituting
reinvestment  of  the  Net  Cash  Proceeds  of  any Asset Sale or (iii) any such
expenditure  constituting  the  purchase  price  of  any  Permitted Acquisition.
     "Capital  Lease  Obligations"  of  any person shall mean the obligations of
such  person  to  pay  rent  or  other  amounts  under  any  lease  of (or other
arrangement  conveying  the  right  to  use)  real  or  personal  property, or a
combination  thereof,  which  obligations  are  required  to  be  classified and
accounted  for  as  capital leases on a balance sheet of such person under GAAP,
and  the  amount  of  such  obligations  shall be the capitalized amount thereof
determined  in  accordance  with  GAAP.
     "Capricorn"  shall  mean  Capricorn  Holdings III, L.P., a Delaware limited
partnership and Capricorn Holdings II, L.P., a Delaware limited partnership, and
their  respective  successors  and  assigns.
     A  "Change in Control" shall be deemed to have occurred if (a) any "person"
or  "group"  (within the meaning of Rule 13d-5 of the Securities Exchange Act of
1934  as  in effect on the date hereof) other than the Permitted Investors shall
own, directly or indirectly, beneficially or of record, shares representing more
than  35%  of  the aggregate ordinary voting power represented by the issued and
outstanding  capital  stock of Holdings and the percentage of aggregate ordinary
voting  power  owned  by  such  "person"  or  "group"  exceeds the percentage of
ordinary  voting  power  owned by the Permitted Investors; (b) a majority of the
seats  (other  than vacant seats) on the board of directors of Holdings shall at
any  time  be occupied by persons who were neither (i) nominated by the board of
directors  of  Holdings  nor  (ii)  appointed by directors so nominated; (c) any
change  in  control  (or  similar  event,  however  denominated) with respect to
Holdings, the Borrower or any Subsidiary shall occur under and as defined in any
indenture  or  agreement  in respect of Material Indebtedness to which Holdings,
the  Borrower  or  any  Subsidiary  is  a  party, or (d) Holdings shall cease to
directly  own,  beneficially  and  of record, 100% of the issued and outstanding
Equity  Interests  of  the  Borrower.
"Change in Law" shall mean (a) the adoption of any law, rule or regulation after
the  date of this Agreement, (b) any change in any law, rule or regulation or in
the  interpretation  or  application thereof by any Governmental Authority after
the  date  of this Agreement or (c) compliance by any Lender or the Issuing Bank
(or,  for  purposes  of Section 2.14, by any lending office of such Lender or by
such  Lender's  or  Issuing  Bank's  holding  company, if any) with any request,
guideline  or  directive  (whether  or  not  having  the  force  of  law) of any
Governmental  Authority  made  or  issued  after  the  date  of  this Agreement.
     "ChoiceParts  JV" shall mean Choice Parts LLC, a Delaware limited liability
company,  and  any  successor  thereto.
"Class", when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term Loans or
Swingline Loans and, when used in reference to any Commitment, refers to whether
such  Commitment  is  a  Revolving  Credit  Commitment,  Term Loan Commitment or
Swingline  Commitment.
"Closing  Date"  shall  mean  the  date  of  the  first  Credit  Event.
"Code"  shall  mean  the  Internal Revenue Code of 1986, as amended from time to
time,  and  the  regulations  issued  thereunder.
"Collateral" shall mean all the "Collateral" as defined in any Security Document
and  shall  also  include  the  Mortgaged  Properties.
"Commitment"  shall  mean,  with  respect to any Lender, such Lender's Revolving
Credit  Commitment,  Term  Loan  Commitment  and  Swingline  Commitment.
"Commitment  Fee"  shall  have  the  meaning  assigned  to  such term in Section
2.05(a).
     "Confidential  Information  Memorandum"  shall  mean  the  Confidential
Information  Memorandum  of  the  Borrower  dated  August  2004.
"Consolidated  EBITDA"  shall  mean, for any period, Consolidated Net Income for
such  period  plus  (a)  without  duplication  and  to  the  extent  deducted in
determining  such  Consolidated Net Income, the sum of (i) Consolidated Interest
Expense  for  such period, (ii) consolidated income tax expense for such period,
(iii)  all  amounts  attributable  to  depreciation  and amortization (including
amortization  of  deferred  financing  costs)  for  such  period,  (iv)  any
non-recurring  fees,  cash  charges  and other cash expenses made or incurred in
connection with the Transactions that are paid or otherwise accounted for within
90 days of the consummation of the Transactions, (v) non-cash losses from Equity
Investees,  (vi)  any extraordinary losses, (vii) unusual or non-recurring fees,
cash  charges  and  other cash expenses in an aggregate amount under this clause
(vii)  not  to  exceed  (A)  $2,000,000  in  any  fiscal year of Holdings or (B)
$6,000,000  in  the  aggregate,  (viii) any non-recurring fees, cash charges and
other  cash  expenses made or incurred in connection with any equity offering or
any  issuance  or  other  disposition of Indebtedness, investment or acquisition
permitted  hereunder  (in  each  case,  whether  or  not  consummated), (ix) any
non-cash  compensation  charges,  including  any such charges arising from stock
options,  restricted stock grants or other equity-incentive programs and (x) any
other  non-cash  charges  (other than the write-down of current assets) for such
period, and minus (b) without duplication (i) all cash payments made during such
period  on account of reserves, restructuring charges and other non-cash charges
added  to  Consolidated  Net Income pursuant to clause (a)(ix) or (x) above in a
previous  period  (for greater certainty, not including the fiscal quarter ended
June  30,  2004  or  any  prior  period)  and  (ii)  to  the  extent included in
determining  such  Consolidated  Net Income, (A) any extraordinary gains and (B)
all  non-cash  items  of  income  for  such period appearing below the operating
income  line  in Holdings's consolidated income statement prepared in accordance
with GAAP or in the amount of $500,000 or more, all determined on a consolidated
basis in accordance with GAAP. For purposes of determining the Interest Coverage
Ratio  and  the  Leverage  Ratio as of or for the periods ended on September 30,
2004,  December  31, 2004 and March 31, 2005, Consolidated EBITDA will be deemed
to  be equal to (i) for the fiscal quarter ended December 31, 2003, $13,900,000,
(ii)  for the fiscal quarter ended March 31, 2004, $12,600,000 and (iii) for the
fiscal  quarter  ended  June  30,  2004,  $12,500,000.
"Consolidated Interest Expense" shall mean, for any period, the interest expense
(including  imputed interest expense in respect of Capital Lease Obligations and
Synthetic  Lease Obligations), net of interest income, of Holdings, the Borrower
and  the  Subsidiaries  for  such  period, determined on a consolidated basis in
accordance  with  GAAP. For purposes of the foregoing, interest expense shall be
determined  (a)  by  excluding,  to the extent included in interest expense, (i)
amortization  of  fees  and  expenses  associated  with  the consummation of the
Transactions,  (ii)  pay-in-kind  interest  expense  or  other non-cash interest
expense  and (iii) amortization of deferred financing costs and (b) after giving
effect  to  any  net  payments (other than upfront fees) made or received by the
Borrower  or  any  Subsidiary  with  respect to interest rate Hedging Agreements
(with  any  termination  payment  in  respect  of  any  Hedging  Agreement being
allocated  on  a  straight-line  basis  over the original term of the terminated
Hedging  Agreement).
"Consolidated  Net Income" shall mean, for any period, the net income or loss of
Holdings,  the  Borrower  and  the  Subsidiaries for such period determined on a
consolidated  basis  in  accordance  with  GAAP;  provided  that  there shall be
excluded  (a) the income of any Subsidiary to the extent that the declaration or
payment  of  dividends or similar distributions by the Subsidiary of that income
is  not  at  the  time permitted by operation of the terms of its charter or any
agreement,  instrument,  judgment,  decree,  statute,  rule  or  governmental
regulation  applicable  to such Subsidiary, (b) the income or loss of any person
accrued  prior  to  the  date  it  becomes  a  Subsidiary  or  is merged into or
consolidated  with the Borrower or any Subsidiary or the date that such person's
assets  are  acquired  by  the Borrower or any Subsidiary, (c) the income of any
Equity  Investee,  except  to  the  extent  of  the amount of dividends or other
distributions actually paid to the Borrower or a wholly owned Subsidiary by such
Equity  Investee  during such period, and (d) any gains attributable to sales of
assets  out  of  the  ordinary  course  of  business.
     "Control"  shall  mean the possession, directly or indirectly, of the power
to  direct  or  cause  the  direction of the management or policies of a person,
whether  through  the  ownership of voting securities, by contract or otherwise,
and  the  terms  "Controlling"  and "Controlled" shall have meanings correlative
thereto.
"Credit  Event"  shall  have  the meaning assigned to such term in Section 4.01.
"Credit  Facilities"  shall  mean  the revolving credit and term loan facilities
provided  for  by  this  Agreement.
     "Cumulative  Consolidated  Net  Income"  shall  mean,  as  of  any  date of
determination,  Consolidated  Net Income for the period (taken as one accounting
period)  commencing  on  the Closing Date and ending on the last day of the most
recent  fiscal  quarter  for  which  the  financial  statements and certificates
required  by Section 5.04(a) or (b) and Section 5.04(c), respectively, have been
delivered  to  the  Administrative  Agent.
     "Current  Assets"  shall mean, at any time, the consolidated current assets
(other  than  cash  and  Permitted  Investments)  of  the  Borrower  and  the
Subsidiaries.
"Current  Liabilities"  shall  mean,  at  any  time,  the  consolidated  current
liabilities  of  the  Borrower and the Subsidiaries at such time, but excluding,
without  duplication,  (a) the current portion of any long-term Indebtedness and
(b)  outstanding  Revolving  Loans  and  Swingline  Loans.
     "Customer  Equipment" shall mean computers and related peripheral equipment
that is either purchased or leased by the Borrower or any of its Subsidiaries in
the  ordinary  course  of  business  for  use  by  its  customers.
"Default"  shall mean any event or condition which upon notice, lapse of time or
both  would  constitute  an  Event  of  Default.
"Disqualified Stock" shall mean any capital stock which, by its terms (or by the
terms  of  any  security  into  which  it  is  convertible  or  for  which it is
exchangeable),  or  upon  the happening of any event, (a) matures (excluding any
maturity  as  the  result of an optional redemption by the issuer thereof) or is
mandatorily  redeemable,  pursuant to a sinking fund obligation or otherwise, or
is  redeemable  at  the  option  of  the holder thereof, in whole or in part, or
requires  the  payment  of  any  cash  dividend  or  any other scheduled payment
constituting  a  return  of capital, in each case at any time on or prior to the
first  anniversary of the Term Loan Maturity Date, or (b) is convertible into or
exchangeable  (unless  at  the  sole  option of the issuer thereof) for (i) debt
securities  or  (ii) any capital stock referred to in (a) above, in each case at
any  time  prior  to  the  first  anniversary  of  the  Term Loan Maturity Date.
"dollars"  or  "$"  shall  mean  lawful  money  of the United States of America.
     "Documentation  Agent"  means  LaSalle  Bank  National  Association,  as
documentation  agent.
"Domestic  Subsidiaries"  shall  mean all Subsidiaries incorporated or organized
under  the  laws  of  the  United  States  of  America, any State thereof or the
District  of  Columbia.
"Environmental  Laws"  shall mean all former, current and future Federal, state,
local  and  foreign  laws  (including common law), treaties, regulations, rules,
ordinances,  codes,  decrees,  judgments,  directives, orders (including consent
orders), and agreements, in each case relating to protection of the environment,
natural  resources,  human  health  and  safety  or the presence, Release of, or
exposure  to,  Hazardous  Materials, or the generation, manufacture, processing,
distribution,  use,  treatment, storage, transport, recycling or handling of, or
the  arrangement  for  such  activities  with  respect  to, Hazardous Materials.
"Environmental  Liability"  shall  mean  all  liabilities, obligations, damages,
losses,  claims,  actions,  suits,  judgments,  orders,  fines, penalties, fees,
expenses  and  costs (including administrative oversight costs, natural resource
damages  and remediation costs), whether contingent or otherwise, arising out of
or  relating to (a) compliance or non-compliance with any Environmental Law, (b)
the generation, use, handling, transportation, storage, treatment or disposal of
any  Hazardous  Materials,  (c)  exposure  to  any  Hazardous Materials, (d) the
Release  of  any  Hazardous  Materials  or  (e) any contract, agreement or other
consensual  arrangement  pursuant  to which liability is assumed or imposed with
respect  to  any  of  the  foregoing.
"Equity  Interests"  shall  mean shares of capital stock, partnership interests,
membership  interests  in a limited liability company, beneficial interests in a
trust  or  other  equity  interests  in  any  person.
"Equity  Investee"  shall  mean  any  person  in  which  (a) the Borrower or any
Subsidiary  holds  any  Equity Interest and (b) any other person (other than the
Borrower  or a wholly owned Subsidiary or any director holding qualifying shares
in  accordance  with  applicable  law)  has  a  joint  interest.
"Equity  Issuance"  shall mean any issuance or sale by Holdings, the Borrower or
any  of  their  respective subsidiaries of any Equity Interests of Holdings, the
Borrower  or any such subsidiary, as applicable, except in each case for (a) any
issuance  or  sale to Holdings, the Borrower or any Subsidiary, (b) any issuance
of  directors'  qualifying  shares and (c) sales or issuances of common stock of
Holdings  to management or employees of Holdings, the Borrower or any Subsidiary
under  any employee stock option or stock purchase plan or employee benefit plan
in  existence  from  time  to  time.
"ERISA"  shall  mean the Employee Retirement Income Security Act of 1974, as the
same  may  be  amended from time to time, and the regulations issued thereunder.
"ERISA Affiliate" shall mean any trade or business (whether or not incorporated)
that,  together with the Borrower, is treated as a single employer under Section
414  of  the  Code.
"ERISA  Event" shall mean (a) any "reportable event", as defined in Section 4043
of  ERISA  or  the  regulations issued thereunder, with respect to a Plan (other
than  an  event for which the 30-day notice period is waived); (b) the existence
with  respect  to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing  pursuant  to Section 412(d) of the Code or Section 303(d) of ERISA of an
application  for  a  waiver  of the minimum funding standard with respect to any
Plan;  (d)  the incurrence by the Borrower or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan or
the  withdrawal  or  partial  withdrawal  of  the  Borrower  or any of its ERISA
Affiliates  from any Plan or Multiemployer Plan; (e) the receipt by the Borrower
or  any  of  its  ERISA  Affiliates from the PBGC or a plan administrator of any
notice  relating to the intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (f) the adoption of any amendment to a Plan that
would  require  the  provision of security pursuant to Section 401(a)(29) of the
Code  or  Section  307  of  ERISA; (g) the receipt by the Borrower or any of its
ERISA  Affiliates  of  any notice, or the receipt by any Multiemployer Plan from
the  Borrower  or  any  of  its  ERISA  Affiliates of any notice, concerning the
imposition  of  Withdrawal  Liability  (or  that could reasonably be expected to
result in Withdrawal Liability) or a determination that a Multiemployer Plan is,
or  is  expected  to  be,  insolvent or in reorganization, within the meaning of
Title IV of ERISA; (h) the occurrence of a "prohibited transaction" with respect
to  which  the  Borrower  or  any of the Subsidiaries is a "disqualified person"
(within  the  meaning  of Section 4975 of the Code) or with respect to which the
Borrower  or  any  such  Subsidiary  could otherwise be liable; or (i) any other
event  or  condition  with  respect  to  a Plan or Multiemployer Plan that could
result  in  liability  of  the  Borrower  or  any  Subsidiary.
"Eurodollar", when used in reference to any Loan or Borrowing, refers to whether
such  Loan,  or  the  Loans comprising such Borrowing, are bearing interest at a
rate  determined  by  reference  to  the  Adjusted  LIBO  Rate.
     "Event  of Default" shall have the meaning assigned to such term in Article
VII.
     "Excess  Cash  Flow"  shall  mean, for any fiscal year of the Borrower, the
excess  of (a) the sum, without duplication, of (i) Consolidated EBITDA for such
fiscal  year  and (ii) reductions to noncash working capital of the Borrower and
the  Subsidiaries  for  such fiscal year (i.e., the decrease, if any, in Current
Assets  minus  Current  Liabilities from the beginning to the end of such fiscal
year)  over  (b)  the  sum,  without duplication, of (i) the amount of any Taxes
payable in cash by the Borrower and the Subsidiaries with respect to such fiscal
year,  (ii)  Consolidated Interest Expense for such fiscal year payable in cash,
(iii)  Capital  Expenditures made in cash in accordance with Section 6.10 during
such  fiscal  year,  except  to  the  extent  financed  with  the  proceeds  of
Indebtedness,  equity  issuances,  casualty  proceeds,  condemnation proceeds or
other proceeds that would not be included in Consolidated EBITDA, (iv) permanent
repayments  of  Indebtedness  (other  than  mandatory prepayments of Loans under
Section 2.13) made by the Borrower and the Subsidiaries during such fiscal year,
but only to the extent that such prepayments by their terms cannot be reborrowed
or  redrawn  and  do  not  occur  in connection with a refinancing of all or any
portion  of such Indebtedness, (v) all extraordinary cash charges, (vi) all cash
expenditures  during  such  fiscal  year  that  were  added  back in determining
Consolidated EBITDA for such fiscal year (vii) cash expenditures made in respect
of  Hedging  Agreements  during such fiscal year, to the extent not reflected in
the computation of Consolidated EBITDA for such fiscal year and (viii) additions
to  noncash working capital for such fiscal year (i.e., the increase, if any, in
Current  Assets  minus Current Liabilities from the beginning to the end of such
fiscal  year).
     "Excluded  Taxes" shall mean, with respect to the Administrative Agent, any
Lender,  the Issuing Bank or any other recipient of any payment to be made by or
on  account of any obligation of the Borrower hereunder, (a) income or franchise
taxes  imposed  on  (or  measured  by)  its  net  income by the United States of
America,  or  by  the  jurisdiction  under  the  laws of which such recipient is
organized  or  in  which  its principal office is located or, in the case of any
Lender,  in  which  its  applicable  lending  office  is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above and (c) in the case of a
Foreign  Lender  (other  than  an assignee pursuant to a request by the Borrower
under  Section  2.21(a)), any withholding tax that is imposed on amounts payable
to  such  Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement  (or  designates  a  new  lending  office)  or is attributable to such
Foreign  Lender's  failure  to comply with Section 2.20(e), except to the extent
that  such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation  of  a  new  lending  office  (or assignment), to receive additional
amounts  from  the  Borrower  with  respect  to such withholding tax pursuant to
Section  2.20(a).
     "Existing  Credit  Agreement"  means the Second Amended and Restated Credit
Facility Agreement entered into as of November 30, 2001, among the Borrower, the
lenders  from  time to time party thereto and LaSalle Bank National Association,
as  administrative  agent  and  issuing  bank.
"Federal  Funds Effective Rate" shall mean, for any day, the weighted average of
the  rates  on  overnight Federal funds transactions with members of the Federal
Reserve  System  arranged  by  Federal  funds  brokers, as published on the next
succeeding  Business  Day  by  the Federal Reserve Bank of New York, or, if such
rate  is not so published for any day that is a Business Day, the average of the
quotations  for  the  day  for  such transactions received by the Administrative
Agent  from  three  Federal funds brokers of recognized standing selected by it.
"Fee  Letter" shall mean the Fee Letter dated July 23, 2004, among the Borrower,
the  Administrative  Agent  and  the  Syndication  Agent.
"Fees"  shall  mean  the Commitment Fees, the Administrative Agent Fees, the L/C
Participation  Fees  and  the  Issuing  Bank  Fees.
"Financial  Officer"  of  any  person  shall  mean  the chief financial officer,
principal  accounting  officer,  treasurer  or  controller  of  such  person.
     "Foreign  Lender" shall mean any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located. For purposes of
this  definition,  the  United  States  of  America,  each State thereof and the
District  of  Columbia  shall  be  deemed  to  constitute a single jurisdiction.
     "Foreign  Subsidiary"  shall  mean  any  Subsidiary  that is not a Domestic
Subsidiary.
"GAAP" shall mean United States generally accepted accounting principles applied
on  a  consistent  basis.
"Governmental  Authority"  shall mean any Federal, state, local or foreign court
or  governmental  agency,  authority,  instrumentality  or  regulatory  body.
"Granting  Lender"  shall  have  the  meaning  assigned  to such term in Section
9.04(i).
"Guarantee"  of  or  by  any  person  shall  mean  any obligation, contingent or
otherwise,  of  such  person  guaranteeing  or  having  the  economic  effect of
guaranteeing  any  Indebtedness  or  other  obligation  of any other person (the
"primary  obligor") in any manner, whether directly or indirectly, and including
any  obligation  of  such person, direct or indirect, (a) to purchase or pay (or
advance  or  supply  funds  for the purchase or payment of) such Indebtedness or
other  obligation or to purchase (or to advance or supply funds for the purchase
of)  any  security for the payment of such Indebtedness or other obligation, (b)
to  purchase  or  lease  property,  securities  or  services  for the purpose of
assuring  the  owner  of such Indebtedness or other obligation of the payment of
such Indebtedness or other obligation or (c) to maintain working capital, equity
capital  or  any other financial statement condition or liquidity of the primary
obligor  so  as  to enable the primary obligor to pay such Indebtedness or other
obligation;  provided,  however,  that  the  term  "Guarantee" shall not include
endorsements  for  collection  or  deposit  in  the ordinary course of business.
"Guarantee  and  Collateral  Agreement"  shall mean the Guarantee and Collateral
Agreement, substantially in the form of Exhibit D, among the Borrower, Holdings,
the  Subsidiaries  party thereto and the Collateral Agent for the benefit of the
Secured  Parties.
"Guarantors"  shall  mean  Holdings  and  the  Subsidiary  Guarantors.
"Hazardous  Materials"  shall  mean (a) any petroleum products or byproducts and
all  other  hydrocarbons,  coal ash, radon gas, asbestos, urea formaldehyde foam
insulation,  polychlorinated  biphenyls,  chlorofluorocarbons  and  all  other
ozone-depleting  substances  and  (b) any chemical, material, substance or waste
that  is  prohibited,  limited  or regulated by or pursuant to any Environmental
Law.
"Hedging  Agreement"  shall mean any interest rate protection agreement, foreign
currency  exchange  agreement,  commodity  price  protection  agreement or other
interest  or  currency  exchange  rate  or  commodity price hedging arrangement.
"Indebtedness"  of  any  person  shall  mean,  without  duplication,  (a)  all
obligations  of  such  person  for borrowed money or with respect to deposits or
advances  of  any  kind,  (b) all obligations of such person evidenced by bonds,
debentures,  notes  or  similar  instruments, (c) all obligations of such person
upon  which  interest  charges are customarily paid, (d) all obligations of such
person  under  conditional  sale or other title retention agreements relating to
property  or assets purchased by such person, (e) all obligations of such person
issued  or  assumed  as  the  deferred  purchase  price  of property or services
(excluding  trade  accounts  payable  and  accrued  obligations  incurred in the
ordinary  course of business), (f) all Indebtedness of others secured by (or for
which  the  holder  of  such  Indebtedness  has an existing right, contingent or
otherwise,  to  be  secured  by)  any Lien on property owned or acquired by such
person,  whether  or  not the obligations secured thereby have been assumed, (g)
all  Guarantees  by such person of Indebtedness of others, (h) all Capital Lease
Obligations  and Synthetic Lease Obligations of such person, (i) all obligations
of  such  person  as  an  account party in respect of letters of credit, (j) all
obligations  of  such  person  in  respect  of  bankers' acceptances and (k) all
obligations  of  such  person  under  or  in respect of Hedging Agreements.  The
Indebtedness  of any person shall include the Indebtedness of any partnership in
which  such  person  is  a  general  partner.  Notwithstanding  the  foregoing,
"Indebtedness"  shall  not  include  obligations arising under agreements of the
Borrower  or  a Subsidiary providing for indemnification, adjustment of purchase
price  or  other  post-closing  payment adjustments, including wholly contingent
earn-outs  and  other  similar arrangements, in each case incurred in connection
with  the  disposition  of the assets of any person, a business of any person or
the  Equity  Interests  in  any  person.
"Indemnified  Taxes" shall mean Taxes other than Excluded Taxes and Other Taxes.
"Indemnitee"  shall  have  the meaning assigned to such term in Section 9.05(b).
"Interest  Coverage  Ratio"  shall  mean,  for  any  period,  the  ratio  of (a)
Consolidated  EBITDA  for  such  period to (b) Consolidated Interest Expense for
such  period.
     "Interest  Payment  Date"  shall  mean  (a)  with  respect  to any ABR Loan
(including  any  Swingline  Loan),  the  last  Business Day of each March, June,
September  and  December,  and (b) with respect to any Eurodollar Loan, the last
day  of  the Interest Period applicable to the Borrowing of which such Loan is a
part  and, in the case of a Eurodollar Borrowing with an Interest Period of more
than  three  months' duration, each day that would have been an Interest Payment
Date  had  successive Interest Periods of three months' duration been applicable
to  such  Borrowing.
     "Interest Period" shall mean, with respect to any Eurodollar Borrowing, the
period  commencing  on  the date of such Borrowing and ending on the numerically
corresponding day (or, if there is no numerically corresponding day, on the last
day)  in the calendar month that is 1, 2, 3 or 6 months (or, with the consent of
each  applicable  Lender, 9 or 12 months) thereafter, as the Borrower may elect;
provided,  however,  that if any Interest Period would end on a day other than a
Business  Day,  such  Interest  Period  shall be extended to the next succeeding
Business  Day  unless  such  next succeeding Business Day would fall in the next
calendar  month,  in  which  case  such  Interest  Period  shall end on the next
preceding  Business Day.  Interest shall accrue from and including the first day
of an Interest Period to but excluding the last day of such Interest Period. For
purposes  hereof,  the  date of a Borrowing initially shall be the date on which
such  Borrowing  is  made and thereafter shall be the effective date of the most
recent  conversion  or  continuation  of  such  Borrowing.
     "Issuer  Tender  Offer  Statement"  means  the  Tender  Offer  Statement on
Schedule  TO  filed  by  Holdings  with  the  Securities and Exchange Commission
pursuant  to  Rule  13e-4  under  the  Securities  and  Exchange  Act of 1934 in
connection  with  the  Self  Tender.
     "Issuing  Bank"  shall  mean, as the context may require, (a) Credit Suisse
First  Boston, in its capacity as the issuer of Letters of Credit hereunder, and
(b) any other Lender that may become an Issuing Bank pursuant to Section 2.23(i)
or  2.23(k),  with  respect  to  Letters  of  Credit issued by such Lender.  The
Issuing  Bank  may, in its discretion, arrange for one or more Letters of Credit
to  be issued by Affiliates of the Issuing Bank, in which case the term "Issuing
Bank"  shall include any such Affiliate with respect to Letters of Credit issued
by  such  Affiliate.
"Issuing  Bank  Fees"  shall  have  the meaning assigned to such term in Section
2.05(c).
"L/C  Commitment" shall mean the commitment of the Issuing Bank to issue Letters
of  Credit  pursuant  to  Section  2.23.
"L/C Disbursement" shall mean a payment or disbursement made by the Issuing Bank
pursuant  to  a  Letter  of  Credit.
"L/C  Exposure"  shall  mean  at  any  time the sum of (a) the aggregate undrawn
amount  of  all outstanding Letters of Credit at such time and (b) the aggregate
principal  amount  of all L/C Disbursements that have not yet been reimbursed at
such  time.  The  L/C  Exposure of any Revolving Credit Lender at any time shall
equal  its  Pro  Rata  Percentage  of  the  aggregate L/C Exposure at such time.
"L/C  Participation Fee" shall have the meaning assigned to such term in Section
2.05(c).
"Lenders"  shall  mean  (a)  the persons listed on Schedule 2.01 (other than any
such  person  that has ceased to be a party hereto pursuant to an Assignment and
Acceptance)  and  (b)  any  person that has become a party hereto pursuant to an
Assignment  and Acceptance.  Unless the context clearly indicates otherwise, the
term  "Lenders"  shall  include  the  Swingline  Lender.
"Letter  of  Credit"  shall mean any letter of credit issued pursuant to Section
2.23.
"Leverage  Ratio"  shall mean, on any date, the ratio of Total Debt on such date
to  Consolidated  EBITDA for the period of four consecutive fiscal quarters most
recently  ended  on  or  prior  to  such  date.
"LIBO  Rate"  shall  mean,  with  respect  to  any  Eurodollar Borrowing for any
Interest  Period,  the  rate per annum determined by the Administrative Agent at
approximately  11:00  a.m.,  London  time, on the date that is two Business Days
prior  to  the  commencement of such Interest Period by reference to the British
Bankers'  Association  Interest Settlement Rates for deposits in dollars (as set
forth  by  any  service  selected  by  the  Administrative  Agent  that has been
nominated  by  the  British  Bankers'  Association  as an authorized information
vendor  for  the  purpose  of  displaying such rates) for a period equal to such
Interest  Period;  provided  that,  to  the  extent that an interest rate is not
ascertainable pursuant to the foregoing provisions of this definition, the "LIBO
Rate"  shall  be  the  interest  rate per annum determined by the Administrative
Agent  to be the average of the rates per annum at which deposits in dollars are
offered for such relevant Interest Period to major banks in the London interbank
market  in  London,  England  by the Administrative Agent at approximately 11:00
a.m.,  London time, on the date that is two Business Days prior to the beginning
of  such  Interest  Period.
     "Lien"  shall  mean,  with  respect to any asset, (a) any mortgage, deed of
trust,  lien,  pledge,  encumbrance,  charge  or security interest in or on such
asset,  (b)  the  interest  of  a  vendor or a lessor under any conditional sale
agreement,  capital  lease  or title retention agreement (or any financing lease
having  substantially the same economic effect as any of the foregoing) relating
to  such  asset  and (c) in the case of securities, any purchase option, call or
similar  right  of  a  third  party  with  respect  to  such  securities.
     "Loan  Documents"  shall mean this Agreement, the Letters of Credit and the
Security  Documents.
"Loan  Parties"  shall  mean  the  Borrower  and  the  Guarantors.
"Loans"  shall mean the Revolving Loans, the Term Loans and the Swingline Loans.
"Margin  Stock"  shall  have  the meaning assigned to such term in Regulation U.
"Material  Adverse  Effect"  shall  mean  (a) a materially adverse effect on the
business,  assets,  liabilities, financial condition or results of operations of
the  Borrower  and the Subsidiaries, taken as a whole, (b) a material impairment
of  the  ability  of  the Borrower or any other Loan Party to perform any of its
obligations  under  any Loan Document to which it is or will be a party or (c) a
material  impairment of the rights of or benefits available to the Lenders under
any  Loan  Document.
"Material  Indebtedness"  shall  mean  Indebtedness  (other  than  the Loans and
Letters of Credit), or obligations in respect of one or more Hedging Agreements,
of  any  one  or  more  of  Holdings,  the  Borrower  and the Subsidiaries in an
aggregate  principal  amount  exceeding $5,000,000.  For purposes of determining
Material  Indebtedness,  the  "principal amount" of the obligations of Holdings,
the  Borrower  or any Subsidiary in respect of any Hedging Agreement at any time
shall  be the maximum aggregate amount (giving effect to any netting agreements)
that  Holdings, the Borrower or such Subsidiary would be required to pay if such
Hedging  Agreement  were  terminated  at  such  time.
"Moody's"  shall mean Moody's Investors Service, Inc., or any successor thereto.
"Mortgaged  Properties"  shall mean, initially, the owned real properties of the
Loan  Parties specified on Schedule 1.01(a), and shall include each other parcel
of  owned  real  property  and  improvements  thereto  with  respect  to which a
Mortgage  is  granted  pursuant  to  Section  5.09.
"Mortgages"  shall  mean  the mortgages, deeds of trust, modifications and other
security documents delivered pursuant to Section 5.09, each substantially in the
form  of  Exhibit  E.
"Multiemployer  Plan"  shall  mean  a  multiemployer  plan as defined in Section
4001(a)(3)  of  ERISA.
"Net  Cash  Proceeds"  shall  mean  (a) with respect to any Asset Sale, the cash
proceeds  (including  cash proceeds subsequently received (as and when received)
in  respect  of  noncash  consideration  initially received), net of (i) selling
expenses  (including  reasonable  broker's  fees  or  commissions,  legal  fees,
transfer  and  similar  taxes  and  the Borrower's good faith estimate of income
taxes  paid or payable in connection with such sale), (ii) amounts provided as a
reserve,  in  accordance  with  GAAP,  against  any  liabilities  under  any
indemnification  obligations  or  purchase price adjustment associated with such
Asset  Sale  (provided  that, to the extent and at the time any such amounts are
released from such reserve, such amounts shall constitute Net Cash Proceeds) and
(iii)  the  principal  amount,  premium  or  penalty, if any, interest and other
amounts  on  any  Indebtedness  for borrowed money which is secured by the asset
sold  in  such  Asset Sale and which is required to be repaid with such proceeds
(other  than  any  such  Indebtedness  assumed  by the purchaser of such asset);
provided,  however,  that,  if (x) the Borrower shall deliver a certificate of a
Financial  Officer  to  the  Administrative Agent at the time of receipt thereof
setting  forth  the  Borrower's  intent  to reinvest such proceeds in productive
assets  of  a  kind  then used or usable in the business of the Borrower and its
Subsidiaries  within  270 days of receipt of such proceeds and (y) no Default or
Event of Default shall have occurred and shall be continuing at the time of such
certificate  or  at  the proposed time of the application of such proceeds, such
proceeds shall not constitute Net Cash Proceeds except to the extent not so used
or  contractually  committed  to  be  used at the end of such 270 day period, at
which  time  such proceeds shall be deemed to be Net Cash Proceeds; and provided
further  that  in the case of any proceeds from the sale or other disposition by
the  Borrower of the Equity Interests in the ChoiceParts JV held by the Borrower
(x)  up  to  $5,000,000 of such proceeds shall not constitute Net Cash Proceeds,
(y)  any  such  proceeds  in  excess  of  $5,000,000  but  less than or equal to
$10,000,000  shall  constitute  Net  Cash  Proceeds  in  respect  of  which  the
reinvestment provisions set forth in the immediately preceding proviso shall not
be  applicable  and  (z)  with  respect  to  any  such  proceeds  in  excess  of
$10,000,000, 50% of such proceeds shall not constitute Net Cash Proceeds and 50%
of  such  proceeds  shall  constitute  Net Cash Proceeds in respect of which the
reinvestment provisions set forth in the immediately preceding proviso shall not
be  applicable;  and  (b)  with  respect  to  any  issuance  or  disposition  of
Indebtedness or any Equity Issuance, the cash proceeds thereof, net of all taxes
and customary fees, commissions, costs and other expenses incurred in connection
therewith.
"Obligations"  shall  mean  all  obligations  defined  as  "Obligations"  in the
Guarantee  and  Collateral  Agreement  and  the  other  Security  Documents.
"Offer  to  Purchase  Shares" means up to 11,200,000 shares of common stock, par
value  $0.10  per  share,  of  Holdings  that  Holdings  has offered to purchase
pursuant  to the Self Tender (plus an additional number of shares of such common
stock  not  to  exceed  2%  of  the  outstanding  shares of such common stock if
Holdings  increases the number of shares being sought in the Self Tender without
extending  the  offer in accordance with the applicable rules and regulations of
the  Securities  and  Exchange  Commission).
"Other  Taxes"  shall  mean  any  and all present or future stamp or documentary
taxes  or  any other excise or property taxes, charges or similar levies arising
from any payment made under any Loan Document or from the execution, delivery or
enforcement  of,  or  otherwise  with  respect  to,  any  Loan  Document.
"PBGC"  shall  mean  the  Pension  Benefit  Guaranty Corporation referred to and
defined  in  ERISA  and  any  successor  entity  performing  similar  functions.
"Perfection  Certificate" shall mean the Perfection Certificate substantially in
the  form  of  Exhibit  B  to  the  Guarantee  and  Collateral  Agreement.
"Permitted  Acquisition" shall have the meaning assigned to such term in Section
6.04(g).
"Permitted  Investments"  shall  mean:
(a)     direct  obligations  of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of America (or by any
     agency  thereof to the extent such obligations are backed by the full faith
and  credit  of  the United States of America), in each case maturing within one
year  from  the  date  of  acquisition  thereof;
(b)      investments  in commercial paper maturing within 270 days from the date
of  acquisition thereof and having, at such date of acquisition, a credit rating
of  "A-1"  (or  higher)  from  S&P  or  "P-1"  (or  higher)  from  Moody's;
(c)     investments  in  certificates  of deposit, banker's acceptances and time
deposits maturing within one year from the date of acquisition thereof issued or
     guaranteed  by  or placed with, and money market deposit accounts issued or
offered  by,  the  Administrative Agent or any domestic office of any commercial
bank  organized  under  the  laws  of  the United States of America or any State
thereof  that  has  a  combined capital and surplus and undivided profits of not
less  than  $500,000,000;
(d)     fully  collateralized repurchase agreements with a term of not more than
30  days  for  securities  described in clause (a) above and entered into with a
financial  institution  satisfying  the  criteria  of  clause  (c)  above;
(e)     investments  in  "money market funds" within the meaning of Rule 2a-7 of
the  Investment  Company  Act  of  1940,  as amended, substantially all of whose
assets  are invested in investments of the type described in clauses (a) through
(d)  above;  and
(f)     other  short-term  investments  utilized  by  Foreign  Subsidiaries  in
accordance  with  normal investment practices for cash management in investments
of  a  type  analogous  to  the  foregoing.
     "Permitted  Investors"  shall  mean (a) Capricorn and White River and their
respective  Affiliates  and  (b)  the  directors,  executive  officers and other
management  employees  of  Holdings  or  the  Borrower  on  the  Closing  Date.
     "person"  shall mean any natural person, corporation, business trust, joint
venture,  association,  company,  limited  liability  company,  partnership,
Governmental  Authority  or  other  entity.
     "Plan"  shall  mean  any  employee  pension  benefit  plan  (other  than  a
Multiemployer  Plan)  subject  to the provisions of Title IV of ERISA or Section
412 of the Code or Section 307 of ERISA, and in respect of which the Borrower or
any  ERISA  Affiliate is (or, if such plan were terminated, would under ERISA be
deemed  to  be)  an  "employer"  as  defined  in  Section  3(5)  of  ERISA.
     "Prime Rate" shall mean the rate of interest per annum determined from time
to  time  by  Credit  Suisse  First  Boston  as  its prime rate in effect at its
principal  office  in  New  York  City  and  notified  to  the  Borrower.
"Pro  Forma  Basis"  shall  mean,  with  respect  to compliance with any test or
covenant hereunder, compliance with such covenant or test after giving effect to
(a)  any proposed Permitted Acquisition or (b) any Asset Sale of a Subsidiary or
operating  entity  for  which  historical  financial statements for the relevant
period  are  available  (including  pro  forma adjustments arising out of events
which  are  directly attributable to the proposed Permitted Acquisition or Asset
Sale, are factually supportable and are expected to have a continuing impact, in
each  case as determined on a basis consistent with Article 11 of Regulation S-X
of  the  Securities  Act of 1933, as amended, as interpreted by the Staff of the
Securities  and  Exchange Commission, and as certified by a Financial Officer of
the Borrower) using, for purposes of determining such compliance, the historical
financial  statements  of  all  entities  or  assets so acquired or sold and the
consolidated  financial  statements  of  the Borrower and its Subsidiaries which
shall  be  reformulated  as if such Permitted Acquisition or Asset Sale, and all
other  Permitted  Acquisitions  or Asset Sales that have been consummated during
the  period,  and  any  Indebtedness or other liabilities incurred in connection
with  any  such  Permitted Acquisitions had been consummated and incurred at the
beginning  of  such  period.
"Pro  Rata Percentage" of any Revolving Credit Lender at any time shall mean the
percentage of the Total Revolving Credit Commitment represented by such Lender's
Revolving  Credit  Commitment.  In  the  event  the Revolving Credit Commitments
shall  have  expired  or  been  terminated,  the  Pro  Rata Percentages shall be
determined  on  the  basis  of the Revolving Credit Commitments most recently in
effect,  giving  effect  to  any  subsequent  assignments.
     "Qualified  Capital  Stock"  of  any person shall mean any capital stock of
such  person  that  is  not  Disqualified  Stock.
"Register"  shall  have  the  meaning  assigned to such term in Section 9.04(d).
     "Regulation T" shall mean Regulation T of the Board as from time to time in
effect  and  all  official  rulings  and  interpretations thereunder or thereof.
"Regulation  U"  shall  mean  Regulation  U of the Board as from time to time in
effect  and  all  official  rulings  and  interpretations thereunder or thereof.
"Regulation  X"  shall  mean  Regulation  X of the Board as from time to time in
effect  and  all  official  rulings  and  interpretations thereunder or thereof.
"Related  Fund"  shall  mean,  with  respect  to  any Lender that is a fund that
invests  in  bank  loans  and  is  administered,  advised or managed by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.
"Related  Parties"  shall  mean,  with  respect  to  any  specified person, such
person's  Affiliates,  successors  and  assigns  and  the  respective directors,
trustees, officers, employees, agents, advisors, controlling persons and members
of  such  person  and  such  person's  Affiliates.
"Release"  shall mean any release, spill, emission, leaking, dumping, injection,
pouring,  deposit, disposal, discharge, dispersal, leaching or migration into or
through  the  environment or within or upon any building, structure, facility or
fixture.
"Repayment  Date"  shall  have  the  meaning  given  such  term in Section 2.11.
"Required  Lenders"  shall  mean,  at  any time, Lenders having Loans (excluding
Swingline  Loans),  L/C Exposure, Swingline Exposure and unused Revolving Credit
Commitments  and  Term Loan Commitments representing more than 50% of the sum of
all  Loans  outstanding  (excluding  Swingline  Loans),  L/C Exposure, Swingline
Exposure  and  unused  Revolving Credit Commitments and Term Loan Commitments at
such  time.
"Responsible  Officer"  of  any  person  shall  mean  any  executive  officer or
Financial  Officer  of  such  person  and  any other officer or similar official
thereof  responsible for the administration of the obligations of such person in
respect  of  this  Agreement.
"Restricted  Indebtedness"  shall mean Indebtedness of Holdings, the Borrower or
any  Subsidiary,  the  payment, prepayment, repurchase or defeasance of which is
restricted  under  Section  6.09(b).
"Restricted  Payment"  shall mean any dividend or other distribution (whether in
cash,  securities  or  other  property)  with respect to any Equity Interests in
Holdings,  the  Borrower  or  any  Subsidiary,  or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account  of  the  purchase,  redemption, retirement, acquisition, cancelation or
termination  of any Equity Interests in Holdings, the Borrower or any Subsidiary
or  any  option,  warrant or other right to acquire any such Equity Interests in
Holdings,  the  Borrower  or  any  Subsidiary.
"Revolving  Credit  Borrowing"  shall  mean  a  Borrowing comprised of Revolving
Loans.
"Revolving  Credit  Commitment"  shall  mean,  with  respect to each Lender, the
commitment of such Lender to make Revolving Loans (and to participate in Letters
of  Credit  and  Swingline Loans) hereunder as set forth on Schedule 2.01, or in
the  Assignment  and  Acceptance  pursuant  to  which  such  Lender  assumed its
Revolving  Credit Commitment, as applicable, as the same may be (a) reduced from
time  to time pursuant to Section 2.09 and (b) reduced or increased from time to
time  pursuant  to  assignments  by  or to such Lender pursuant to Section 9.04.
"Revolving  Credit Exposure" shall mean, with respect to any Lender at any time,
the  aggregate  principal amount at such time of all outstanding Revolving Loans
of  such  Lender,  plus  the  aggregate amount at such time of such Lender's L/C
Exposure,  plus  the  aggregate  amount  at such time of such Lender's Swingline
Exposure.
"Revolving Credit Lender" shall mean a Lender with a Revolving Credit Commitment
or  an  outstanding  Revolving  Loan.
"Revolving  Credit  Maturity  Date"  shall  mean  August  20,  2009.
"Revolving  Loans"  shall  mean  the  revolving loans made by the Lenders to the
Borrower  pursuant  to  clause  (b)  of  Section  2.01.
"Secured  Parties" shall have the meaning assigned to such term in the Guarantee
and  Collateral  Agreement.
"Security  Documents"  shall  mean  the  Mortgages, the Guarantee and Collateral
Agreement  and  each of the security agreements, mortgages and other instruments
and  documents  executed  and  delivered  pursuant  to  any  of the foregoing or
pursuant  to  Section  5.09.
"Self Tender" means the offer made by Holdings to purchase the Offer to Purchase
Shares  for  an  aggregate purchase price not to exceed $210,000,000 (or, if the
number of shares being sought in the Self Tender is increased as contemplated by
the  definition  of  the  term  "Offer  to  Purchase  Shares",  not  to  exceed
$220,500,000), as described in the Offer to Purchase dated July 27, 2004 and the
related  Letter  of  Transmittal.
"SPC"  shall  have  the  meaning  assigned  to  such  term  in  Section 9.04(i).
     "S&P"  shall  mean  Standard  &  Poor's,  a  division  of  The  McGraw-Hill
Companies,  Inc.,  or  any  successor  thereto.
     "Statutory  Reserves"  shall  mean a fraction (expressed as a decimal), the
numerator  of which is the number one and the denominator of which is the number
one  minus  the  aggregate  of  the  maximum  reserve percentages (including any
marginal,  special,  emergency  or supplemental reserves) expressed as a decimal
established  by  the Board and any other banking authority, domestic or foreign,
to  which  the  Administrative  Agent  or  any  Lender  (including  any  branch,
Affiliate,  or  other  fronting  office making or holding a Loan) is subject for
Eurocurrency  Liabilities (as defined in Regulation D of the Board).  Eurodollar
Loans  shall  be  deemed  to  constitute Eurocurrency Liabilities (as defined in
Regulation  D  of  the  Board)  and  to  be subject to such reserve requirements
without  benefit  of  or credit for proration, exemptions or offsets that may be
available  from  time  to time to any Lender under such Regulation D.  Statutory
Reserves  shall be adjusted automatically on and as of the effective date of any
change  in  any  reserve  percentage.
"subsidiary"  shall  mean, with respect to any person (herein referred to as the
"parent"),  any  corporation,  partnership, association or other business entity
(a)  of which securities or other ownership interests representing more than 50%
of  the equity or more than 50% of the ordinary voting power or more than 50% of
the  general  partnership  interests are, at the time any determination is being
made,  owned,  Controlled or held, or (b) that is, at the time any determination
is  made, otherwise Controlled, by the parent or one or more subsidiaries of the
parent  or  by  the  parent  and  one  or  more  subsidiaries  of  the  parent.
"Subsidiary"  shall  mean  any  subsidiary  of  the  Borrower.
"Subsidiary  Guarantor"  shall  mean each Subsidiary listed on Schedule 1.01(b),
and  each  other  Subsidiary  that  is  or  becomes a party to the Guarantee and
Collateral  Agreement.
"Swingline Commitment" shall mean the commitment of the Swingline Lender to make
loans  pursuant  to  Section  2.22, as the same may be reduced from time to time
pursuant  to  Section  2.09.
"Swingline  Exposure"  shall  mean at any time the aggregate principal amount at
such  time  of  all  outstanding Swingline Loans.  The Swingline Exposure of any
Revolving  Credit  Lender at any time shall equal its Pro Rata Percentage of the
aggregate  Swingline  Exposure  at  such  time.
"Swingline  Lender"  shall  mean  Credit Suisse First Boston, in its capacity as
lender  of  Swingline  Loans  hereunder.
"Swingline  Loan"  shall  mean any loan made by the Swingline Lender pursuant to
Section  2.22.
"Syndication  Agent"  means  Jefferies  &  Company,  Inc.,  in  its  capacity as
syndication  agent.
"Synthetic Lease" shall mean, as to any person, any lease (including leases that
may  be  terminated  by  the  lessee at any time) of any property (whether real,
personal  or  mixed)  (a) that is accounted for as an operating lease under GAAP
and  (b)  in  respect  of  which  the lessee retains or obtains ownership of the
property  so  leased  for  U.S. federal income tax purposes, other than any such
lease  under  which  such  person  is  the  lessor.
"Synthetic  Lease  Obligations" shall mean, as to any person, an amount equal to
the capitalized amount of the remaining lease payments under any Synthetic Lease
that  would  appear on a balance sheet of such person in accordance with GAAP if
such  obligations  were  accounted  for  as  Capital  Lease  Obligations.
"Synthetic  Purchase  Agreement"  shall  mean  any  swap,  derivative  or  other
agreement  or combination of agreements pursuant to which Holdings, the Borrower
or  any  Subsidiary  is  or  may  become  obligated  to  make (a) any payment in
connection with a purchase by any third party from a person other than Holdings,
the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness
or  (b)  any payment (other than on account of a permitted purchase by it of any
Equity Interest or Restricted Indebtedness) the amount of which is determined by
reference to the price or value at any time of any Equity Interest or Restricted
Indebtedness;  provided  that  no  phantom  stock  or similar plan providing for
payments only to current or former directors, officers or employees of Holdings,
the  Borrower or the Subsidiaries (or to their heirs or estates) shall be deemed
to  be  a  Synthetic  Purchase  Agreement.
"Tax  Sharing Agreement" shall mean the Tax Sharing Agreement dated as of August
22,  1996,  among  Holdings,  the  Borrower  and  certain  Subsidiaries.
"Taxes" shall mean any and all present or future taxes, levies, imposts, duties,
deductions,  charges,  liabilities  or  withholdings imposed by any Governmental
Authority.
"Term  Borrowing"  shall  mean  a  Borrowing  comprised  of  Term  Loans.
"Term  Lender" shall mean a Lender with a Term Loan Commitment or an outstanding
Term  Loan.
"Term  Loan  Commitment" shall mean, with respect to each Lender, the commitment
of such Lender to make Term Loans hereunder as set forth on Schedule 2.01, or in
the  Assignment  and  Acceptance  pursuant to which such Lender assumed its Term
Loan Commitment, as applicable, as the same may be (a) reduced from time to time
pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant
to  assignments  by  or  to  such  Lender  pursuant  to  Section  9.04.
"Term  Loan  Maturity  Date"  shall  mean  August  20,  2010.
"Term  Loans"  shall  mean  the  term  loans made by the Lenders to the Borrower
pursuant  to  clause  (a)  of  Section  2.01.
"Total Debt" shall mean, at any time, the total Indebtedness of the Borrower and
the  Subsidiaries  at  such  time.
"Total  Revolving  Credit  Commitment"  shall  mean,  at any time, the aggregate
amount  of  the  Revolving  Credit  Commitments,  as in effect at such time. The
initial  Total  Revolving  Credit  Commitment  is  $30,000,000.
"Transactions"  shall  have  the  meaning assigned to such term in Section 3.02.
"Type",  when  used in respect of any Loan or Borrowing, shall refer to the Rate
by  reference  to  which  interest  on such Loan or on the Loans comprising such
Borrowing is determined.  For purposes hereof, the term "Rate" shall include the
Adjusted  LIBO  Rate  and  the  Alternate  Base  Rate.
"USA  Patriot Act" shall mean The Uniting and Strengthening America by Providing
Appropriate  Tools  Required  to  Intercept  and  Obstruct Terrorism Act of 2001
(Title  III  of  Pub.  L.  No.  107-56  (signed  into  law  October  26, 2001)).
"White River" shall mean White River Ventures, Inc., a Delaware corporation, and
its  successors  and  assigns.
"wholly  owned  Subsidiary" of any person shall mean a subsidiary of such person
of which securities (except for directors' qualifying shares) or other ownership
interests  representing  100%  of  the  Equity  Interests  are,  at the time any
determination  is being made, owned, Controlled or held by such person or one or
more  wholly owned Subsidiaries of such person or by such person and one or more
wholly  owned  Subsidiaries  of  such  person.
"Withdrawal  Liability" shall mean liability to a Multiemployer Plan as a result
of  a complete or partial withdrawal from such Multiemployer Plan, as such terms
are  defined  in  Part  I  of  Subtitle  E  of  Title  IV  of  ERISA.
SECTION  1.02.     Terms Generally.  The definitions in Section 1.01 shall apply
equally  to  both  the singular and plural forms of the terms defined.  Whenever
the  context may require, any pronoun shall include the corresponding masculine,
feminine  and  neuter  forms.  The  words  "include", "includes" and "including"
shall  be  deemed  to  be followed by the phrase "without limitation".  The word
"will"  shall  be  construed  to  have  the  same meaning and effect as the word
"shall";  and  the words "asset" and "property" shall be construed as having the
same  meaning  and  effect  and  to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.
     All  references  herein to Articles, Sections, Exhibits and Schedules shall
be deemed references to Articles and Sections of, and Exhibits and Schedules to,
this  Agreement unless the context shall otherwise require.  Except as otherwise
expressly  provided  herein,  (a)  any  reference  in this Agreement to any Loan
Document  shall  mean  such  document  as  amended,  restated,  supplemented  or
otherwise  modified  from  time  to  time  and (b) all terms of an accounting or
financial  nature  shall be construed in accordance with GAAP, as in effect from
time  to  time;  provided,  however,  that  if  the  Borrower  notifies  the
Administrative  Agent  that the Borrower wishes to amend any covenant in Article
VI  or  any  related  definition  to  eliminate the effect of any change in GAAP
occurring after the date of this Agreement on the operation of such covenant (or
if the Administrative Agent notifies the Borrower that the Required Lenders wish
to  amend  Article  VI  or  any  related  definition for such purpose), then the
Borrower's  compliance  with  such  covenant shall be determined on the basis of
GAAP  in effect immediately before the relevant change in GAAP became effective,
until  either  such  notice is withdrawn or such covenant is amended in a manner
satisfactory  to  the  Borrower  and  the  Required  Lenders.
SECTION  1.03.     Pro  Forma  Calculations.  With  respect to any period during
which  any  Permitted  Acquisition or Asset Sale of the type described in clause
(b) of the definition of the term "Pro Forma Basis" occurs as permitted pursuant
to the terms hereof, the Leverage Ratio and the Interest Coverage Ratio shall be
calculated  with  respect to such period and such Permitted Acquisition or Asset
Sale  on  a  Pro  Forma  Basis.
SECTION  1.04.     Classification of Loans and Borrowings.  For purposes of this
Agreement,  Loans may be classified and referred to by Class (e.g., a "Revolving
Loan")  or  by  Type  (e.g.,  a "Eurodollar Loan") or by Class and Type (e.g., a
"Eurodollar Revolving Loan").  Borrowings also may be classified and referred to
     by  Class  (e.g.,  a "Revolving Borrowing") or by Type (e.g., a "Eurodollar
Borrowing")  or  by  Class  and Type (e.g., a "Eurodollar Revolving Borrowing").
ARTICLE  II

THE  CREDITS
SECTION  2.01.     Commitments.  Subject to the terms and conditions and relying
upon  the  representations  and warranties herein set forth, each Lender agrees,
severally  and  not  jointly,  (a)  to  make  a Term Loan to the Borrower on the
Closing  Date  in a principal amount not to exceed its Term Loan Commitment, and
(b)  to  make Revolving Loans to the Borrower, at any time and from time to time
after  the  Closing Date, and until the earlier of the Revolving Credit Maturity
Date  and  the  termination of the Revolving Credit Commitment of such Lender in
accordance  with  the terms hereof, in an aggregate principal amount at any time
outstanding  that  will  not  result  in such Lender's Revolving Credit Exposure
exceeding  such  Lender's  Revolving  Credit  Commitment.  Within the limits set
forth  in  clause  (b)  of  the  preceding  sentence  and  subject to the terms,
conditions  and  limitations  set  forth herein, the Borrower may borrow, pay or
prepay  and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term
Loans  may  not  be  reborrowed.
SECTION  2.02.     Loans.  (a)  Each  Loan (other than Swingline Loans) shall be
made  as  part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance  with  their  applicable  Commitments;  provided,  however,  that the
failure  of  any  Lender  to make any Loan shall not in itself relieve any other
Lender  of  its obligation to lend hereunder (it being understood, however, that
no  Lender  shall be responsible for the failure of any other Lender to make any
Loan  required  to  be made by such other Lender).  Except for Loans deemed made
pursuant  to  Section 2.02(f), the Loans comprising any Borrowing shall be in an
aggregate  principal amount that is (i) an integral multiple of $500,000 and not
less  than  $1,000,000  or  (ii) equal to the remaining available balance of the
applicable  Commitments.
(b)     Subject  to  Sections  2.08  and 2.15, each Borrowing shall be comprised
entirely  of  ABR Loans or Eurodollar Loans as the Borrower may request pursuant
to  Section  2.03.  Each  Lender  may  at its option make any Eurodollar Loan by
causing  any domestic or foreign branch or Affiliate of such Lender to make such
Loan;  provided that any exercise of such option shall not affect the obligation
of  the  Borrower  to  repay  such  Loan  in  accordance  with the terms of this
Agreement.  Borrowings  of  more  than  one  Type may be outstanding at the same
time;  provided, however, that the Borrower shall not be entitled to request any
Borrowing  that,  if made, would result in more than eight Eurodollar Borrowings
outstanding  hereunder  at  any time.  For purposes of the foregoing, Borrowings
having  different  Interest  Periods, regardless of whether they commence on the
same  date,  shall  be  considered  separate  Borrowings.
(c)     Except  with  respect  to  Loans  made pursuant to Section 2.02(f), each
Lender  shall  make  each  Loan  to be made by it hereunder on the proposed date
thereof  by  wire transfer of immediately available funds to such account in New
York  City  as  the Administrative Agent may designate not later than 1:00 p.m.,
New  York  City  time,  and  the  Administrative Agent shall promptly credit the
amounts  so  received to an account designated by the Borrower in the applicable
Borrowing  Request  or,  if a Borrowing shall not occur on such date because any
condition precedent herein specified shall not have been met, return the amounts
     so  received  to  the  respective  Lenders.
(d)     Unless the Administrative Agent shall have received notice from a Lender
prior  to  the date of any Borrowing that such Lender will not make available to
the  Administrative  Agent  such  Lender's  portion  of  such  Borrowing,  the
Administrative Agent may assume that such Lender has made such portion available
to  the  Administrative  Agent  on the date of such Borrowing in accordance with
paragraph  (c)  above  and  the  Administrative Agent may, in reliance upon such
assumption,  make available to the Borrower on such date a corresponding amount.
If  the  Administrative  Agent  shall  have so made funds available then, to the
extent  that  such  Lender  shall  not  have  made such portion available to the
Administrative  Agent,  such Lender and the Borrower severally agree to repay to
the  Administrative Agent forthwith on demand such corresponding amount together
with  interest thereon, for each day from the date such amount is made available
to the Borrower until the date such amount is repaid to the Administrative Agent
at  (i) in the case of the Borrower, the interest rate applicable at the time to
the Loans comprising such Borrowing and (ii) in the case of such Lender, (A) for
the  first  two  days  following  the  date such amount is made available to the
Borrower, a rate determined by the Administrative Agent to represent its cost of
overnight  or  short-term  funds (which determination shall be conclusive absent
manifest  error)  and (B) thereafter, at the Alternate Base Rate. If such Lender
shall  repay  to the Administrative Agent such corresponding amount, such amount
shall  constitute  such  Lender's Loan as part of such Borrowing for purposes of
this  Agreement.
(e)     Notwithstanding  any  other  provision  of  this Agreement, the Borrower
shall  not be entitled to request any Revolving Credit Borrowing if the Interest
Period  requested  with  respect  thereto  would  end after the Revolving Credit
Maturity  Date.
(f)     If  the  Issuing  Bank  shall  not  have  received from the Borrower the
payment required to be made by Section 2.23(e) within the time specified in such
Section,  the  Issuing Bank will promptly notify the Administrative Agent of the
L/C  Disbursement  and  the  Administrative  Agent  will  promptly  notify  each
Revolving  Credit  Lender  of  such L/C Disbursement and its Pro Rata Percentage
thereof.  Each Revolving Credit Lender shall pay by wire transfer of immediately
available  funds  to the Administrative Agent not later than 2:00 p.m., New York
City time, on such date (or, if such Revolving Credit Lender shall have received
such  notice  later than 12:00 (noon), New York City time, on any day, not later
than 10:00 a.m., New York City time, on the immediately following Business Day),
an  amount  equal  to such Lender's Pro Rata Percentage of such L/C Disbursement
(it  being  understood  that  such  amount  shall be deemed to constitute an ABR
Revolving  Loan  of such Lender and such payment shall be deemed to have reduced
the L/C Exposure), and the Administrative Agent will promptly pay to the Issuing
Bank  amounts  so  received  by  it  from  the  Revolving  Credit  Lenders.  The
Administrative  Agent will promptly pay to the Issuing Bank any amounts received
by  it  from the Borrower pursuant to Section 2.23(e) prior to the time that any
Revolving  Credit  Lender  makes any payment pursuant to this paragraph (f); any
such  amounts  received  by the Administrative Agent thereafter will be promptly
remitted  by the Administrative Agent to the Revolving Credit Lenders that shall
have  made such payments and to the Issuing Bank, as their interests may appear.
If  any  Revolving  Credit Lender shall not have made its Pro Rata Percentage of
such  L/C  Disbursement available to the Administrative Agent as provided above,
such Lender and the Borrower severally agree to pay interest on such amount, for
each  day  from  and  including  the  date such amount is required to be paid in
accordance with this paragraph to but excluding the date such amount is paid, to
the  Administrative Agent for the account of the Issuing Bank at (i) in the case
of  the  Borrower,  a  rate  per  annum equal to the interest rate applicable to
Revolving  Loans  pursuant  to  Section  2.06(a),  and  (ii) in the case of such
Lender,  for  the first such day, the Federal Funds Effective Rate, and for each
day  thereafter,  the  Alternate  Base  Rate.
SECTION  2.03.     Borrowing  Procedure.  In order to request a Borrowing (other
than  a Swingline Loan  or a deemed Borrowing pursuant to Section 2.02(f), as to
which  this Section 2.03 shall not apply and other than any Borrowing to be made
on  the  Closing Date, in respect of which the related Borrowing Request must be
hand  delivered  or  faxed  to  the  Administrative  Agent (or made by telephone
promptly followed by hand delivery or fax of a duly completed Borrowing Request)
     not  later than 12:00 (noon), New York City time, one Business Day prior to
the Closing Date, regardless of whether any such Borrowing is to be a Eurodollar
Borrowing  or  an  ABR Borrowing), the Borrower shall hand deliver or fax to the
Administrative  Agent  a  duly  completed  Borrowing Request (or shall make such
request  by  telephone  promptly  followed by the hand delivery or fax of a duly
completed  Borrowing  Request)  (a)  in  the case of a Eurodollar Borrowing, not
later  than 1:00 p.m., New York City time, three Business Days before a proposed
Borrowing,  and  (b)  in the case of an ABR Borrowing, not later than 1:00 p.m.,
New  York  City  time,  one  Business  Day  before  a  proposed Borrowing.  Each
Borrowing  Request  shall be irrevocable, shall be signed by or on behalf of the
Borrower  and shall specify the following information: (i) whether the Borrowing
then  being requested is to be a Term Borrowing or a Revolving Credit Borrowing,
and  whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing;
(ii)  the  date  of  such  Borrowing  (which shall be a Business Day); (iii) the
number  and location of the account to which funds are to be disbursed; (iv) the
amount  of  such  Borrowing;  and  (v)  if  such Borrowing is to be a Eurodollar
Borrowing,  the  Interest Period with respect thereto (which, in the case of any
Eurodollar Borrowing to be made on the Closing Date, shall be an Interest Period
of  one  month);  provided,  however,  that,  notwithstanding  any  contrary
specification  in  any  Borrowing Request, each requested Borrowing shall comply
with  the requirements set forth in Section 2.02.  If no election as to the Type
of Borrowing is specified in any such notice, then the requested Borrowing shall
be  an  ABR  Borrowing.  If  no  Interest  Period with respect to any Eurodollar
Borrowing  is specified in any such notice, then the Borrower shall be deemed to
have  selected  an  Interest Period of one month's duration.  The Administrative
Agent  shall promptly advise the applicable Lenders of any notice given pursuant
to this Section 2.03 (and the contents thereof), and of each Lender's portion of
the  requested  Borrowing.
SECTION  2.04.     Evidence  of  Debt;  Repayment  of  Loans.  (a)  The Borrower
hereby  unconditionally  promises  to  pay  to  the Administrative Agent for the
account of each Lender (i) the principal amount of each Term Loan of such Lender
as  provided  in  Section 2.11 and (ii) the then unpaid principal amount of each
Revolving  Loan  of  such  Lender  on  the  Revolving Credit Maturity Date.  The
Borrower  hereby  promises  to  pay  to  the  Swingline  Lender  the then unpaid
principal  amount  of each Swingline Loan on the Revolving Credit Maturity Date.
(b)     Each  Lender  shall  maintain  in  accordance with its usual practice an
account  or  accounts evidencing the indebtedness of the Borrower to such Lender
resulting  from  each  Loan made by such Lender from time to time, including the
amounts  of  principal and interest payable and paid to such Lender from time to
time  under  this  Agreement.
(c)     The Administrative Agent shall maintain accounts in which it will record
     (i)  the  amount  of  each  Loan  made  hereunder, the Type thereof and, if
applicable,  the  Interest  Period  applicable  thereto,  (ii) the amount of any
principal  or  interest  due  and  payable or to become due and payable from the
Borrower  to  each  Lender hereunder and (iii) the amount of any sum received by
the  Administrative  Agent hereunder from the Borrower or any Guarantor and each
Lender's  share  thereof.
(d)     The  entries  made in the accounts maintained pursuant to paragraphs (b)
and  (c) above shall be prima facie evidence of the existence and amounts of the
obligations  therein recorded; provided, however, that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall
not  in  any manner affect the obligations of the Borrower to repay the Loans in
accordance  with  their  terms.
(e)     Any Lender may request that Loans made by it hereunder be evidenced by a
promissory  note.  In such event, the Borrower shall execute and deliver to such
Lender  a  promissory note payable to such Lender and its registered assigns and
in  a  form  and substance reasonably acceptable to the Administrative Agent and
the  Borrower.  Notwithstanding  any  other  provision of this Agreement, in the
event any Lender shall request and receive such a promissory note, the interests
represented  by  such note shall at all times (including after any assignment of
all or part of such interests pursuant to Section 9.04) be represented by one or
more  promissory  notes  payable  to  the  payee named therein or its registered
assigns.
SECTION 2.05.     Fees.  (a)  The Borrower agrees to pay to each Lender, through
     the  Administrative  Agent,  on  the  last  Business  Day  of  March, June,
September  and December in each year and on each date on which any Commitment of
such  Lender  shall expire or be terminated as provided herein, a commitment fee
(a  "Commitment  Fee") at a rate per annum equal to the Applicable Percentage in
effect  from  time  to  time  on the daily unused amount of the Revolving Credit
Commitment  of  such  Lender  during  the  preceding  quarter  (or  other period
commencing  with  the  date  hereof or ending with the Revolving Credit Maturity
Date  or  the  date  on  which the Commitments of such Lender shall expire or be
terminated).  All  Commitment  Fees shall be computed on the basis of the actual
number  of  days  elapsed in a year of 360 days.  The Commitment Fee due to each
Lender  shall commence to accrue on the date hereof and shall cease to accrue on
the date on which the Commitment of such Lender shall expire or be terminated as
provided  herein.  For  purposes of calculating Commitment Fees only, no portion
of  the  Revolving  Credit  Commitments  shall be deemed utilized as a result of
outstanding  Swingline  Loans.
(b)     The  Borrower  agrees  to  pay  to the Administrative Agent, for its own
account, the administrative fees set forth in the Fee Letter at the times and in
     the  amounts  specified  therein  (the  "Administrative  Agent  Fees").
(c)     The  Borrower agrees to pay (i) to each Revolving Credit Lender, through
the Administrative Agent, on the last Business Day of March, June, September and
     December  of  each  year  and  on  the  date  on which the Revolving Credit
Commitment of such Lender shall be terminated as provided herein, a fee (an "L/C
Participation Fee") calculated on such Lender's Pro Rata Percentage of the daily
aggregate  L/C  Exposure  (excluding  the  portion  thereof  attributable  to
unreimbursed  L/C Disbursements) during the preceding quarter (or shorter period
commencing  with  the  date  hereof or ending with the Revolving Credit Maturity
Date  or  the  date  on  which  all Letters of Credit have been canceled or have
expired  and  the  Revolving  Credit  Commitments of all Lenders shall have been
terminated)  at a rate per annum equal to the Applicable Percentage from time to
time  used  to  determine  the  interest  rate  on  Revolving  Credit Borrowings
comprised  of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing
Bank  with respect to each Letter of Credit, the fronting fees separately agreed
upon  from  time  to  time  between  the  Borrower  and the Issuing Bank and the
standard  issuance  and  administrative  fees specified from time to time by the
Issuing  Bank (the "Issuing Bank Fees").  All L/C Participation Fees and Issuing
Bank Fees shall be computed on the basis of the actual number of days elapsed in
a  year  of  360  days.
(d)     All Fees shall be paid on the dates due, in immediately available funds,
to  the  Administrative Agent for distribution, if and as appropriate, among the
Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing
Bank.  Once  paid, none of the Fees shall be refundable under any circumstances.
SECTION  2.06.     Interest on Loans.  (a)  Subject to the provisions of Section
2.07,  the  Loans  comprising each ABR Borrowing, including each Swingline Loan,
shall  bear interest (computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate
     is determined by reference to the Prime Rate and over a year of 360 days at
all  other times and calculated from and including the date of such Borrowing to
but  excluding  the  date of repayment thereof) at a rate per annum equal to the
Alternate  Base Rate plus the Applicable Percentage in effect from time to time.
(b)     Subject  to  the  provisions  of Section 2.07, the Loans comprising each
Eurodollar  Borrowing  shall  bear interest (computed on the basis of the actual
number of days elapsed over a year of 360 days) at a rate per annum equal to the
     Adjusted  LIBO  Rate  for  the Interest Period in effect for such Borrowing
plus  the  Applicable  Percentage  in  effect  from  time  to  time.
(c)     Interest  on  each  Loan  shall be payable on the Interest Payment Dates
applicable  to  such  Loan  except as otherwise provided in this Agreement.  The
applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or
     day  within  an Interest Period, as the case may be, shall be determined by
the  Administrative  Agent,  and  such  determination shall be conclusive absent
manifest  error.
SECTION 2.07.     Default Interest.  Any amount (whether of principal, interest,
     Fees  or  otherwise)  not  paid  when due hereunder or under any other Loan
Document  shall  bear interest, to the extent permitted by law (after as well as
before  judgment),  payable on demand, (a) in the case of principal, at the rate
otherwise  applicable  thereto pursuant to Section 2.06 plus 2.00% per annum and
(b) in all other cases, at a rate per annum (computed on the basis of the actual
number  of days elapsed over a year of 365 or 366 days, as the case may be, when
determined  by  reference  to  the Prime Rate and over a year of 360 days at all
other times) equal to the rate that would be applicable to an ABR Term Loan plus
2.00%  per  annum.
SECTION  2.08.     Alternate  Rate  of  Interest.  In  the  event,  and  on each
occasion,  that  on  the  day two Business Days prior to the commencement of any
Interest  Period  for a Eurodollar Borrowing the Administrative Agent shall have
determined that dollar deposits in the principal amounts of the Loans comprising
     such  Borrowing are not generally available in the London interbank market,
or  that  the  rates  at  which  such dollar deposits are being offered will not
adequately  and  fairly  reflect the cost to any Lender of making or maintaining
its Eurodollar Loan during such Interest Period, or that reasonable means do not
exist  for  ascertaining the Adjusted LIBO Rate, the Administrative Agent shall,
as  soon  as  practicable  thereafter,  give  written  or  fax  notice  of  such
determination  to  the  Borrower  and  the  Lenders.  In  the  event of any such
determination,  until  the  Administrative Agent shall have advised the Borrower
and  the  Lenders  that  the  circumstances giving rise to such notice no longer
exist,  any  request  by  the  Borrower  for  a Eurodollar Borrowing pursuant to
Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing.  Each
determination  by  the  Administrative  Agent  under  this Section 2.08 shall be
conclusive  absent  manifest  error.
SECTION  2.09.     Termination and Reduction of Commitments.  (a)  The Term Loan
Commitments  shall  automatically terminate upon the making of the Term Loans on
the  Closing Date. The Revolving Credit Commitments and the Swingline Commitment
shall  automatically  terminate  on the Revolving Credit Maturity Date.  The L/C
Commitment  shall  automatically  terminate  on  the earlier to occur of (i) the
termination  of the Revolving Credit Commitments and (ii) the date 30 days prior
to  the  Revolving Credit Maturity Date.  Notwithstanding the foregoing, all the
Commitments  shall  automatically terminate at 5:00 p.m., New York City time, on
August  20,  2004,  if  the initial Credit Event shall not have occurred by such
time.
(b)     Upon  at  least  three  Business  Days'  prior written or fax notice (or
telephone  notice  promptly  confirmed  by  written  or  fax  notice)  to  the
Administrative  Agent,  the  Borrower  may  at  any  time  in  whole permanently
terminate,  or  from  time  to  time  in  part permanently reduce, the Term Loan
Commitments  or  the  Revolving  Credit Commitments; provided, however, that (i)
each  partial  reduction  of  the  Term Loan Commitments or the Revolving Credit
Commitments  shall  be  in  an  integral multiple of $1,000,000 and in a minimum
amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be
     reduced  to  an amount that is less than the sum of the Aggregate Revolving
Credit  Exposure at the time.  Each notice delivered by the Borrower pursuant to
this  Section  2.09(b) shall be irrevocable; provided, however, that a notice of
termination  of Revolving Credit Commitments delivered by the Borrower may state
that  such  notice  is  conditioned  upon  the  effectiveness  of  other  credit
facilities,  in which case such notice may be revoked by the Borrower (by notice
to  the Administrative Agent on or prior to the specified effective date of such
other  credit  facilities)  if  such  condition  is  not  satisfied.
(c)     Each  reduction  in  the  Term  Loan Commitments or the Revolving Credit
Commitments hereunder shall be made ratably among the Lenders in accordance with
their  respective  applicable  Commitments.  The  Borrower  shall  pay  to  the
Administrative  Agent  for the account of the applicable Lenders, on the date of
each  termination  or  reduction,  the  Commitment  Fees  on  the  amount of the
Commitments  so  terminated or reduced accrued to but excluding the date of such
termination  or  reduction.
SECTION 2.10.     Conversion and Continuation of Borrowings.  The Borrower shall
     have  the  right  at  any  time  upon  prior  irrevocable  notice  to  the
Administrative  Agent  (a)  not later than 12:00 (noon), New York City time, one
Business  Day  prior  to conversion, to convert any Eurodollar Borrowing into an
ABR  Borrowing, (b) not later than 1:00 p.m., New York City time, three Business
Days  prior  to  conversion or continuation, to convert any ABR Borrowing into a
Eurodollar  Borrowing  or  to  continue any Eurodollar Borrowing as a Eurodollar
Borrowing  for  an additional Interest Period, and (c) not later than 1:00 p.m.,
New  York  City  time,  three  Business Days prior to conversion, to convert the
Interest  Period with respect to any Eurodollar Borrowing to another permissible
Interest  Period,  subject  in  each  case  to  the  following:
(i)     the  Borrower  may  not  convert the Interest Period with respect to any
Eurodollar  Borrowing  made  on  the  Closing  Date prior to the last day of the
Interest  Period  in  effect  therefor;
(ii)     each  conversion  or  continuation  shall  be  made  pro rata among the
Lenders  in  accordance  with  the  respective  principal  amounts  of the Loans
comprising  the  converted  or  continued  Borrowing;
(iii)     if  less  than  all  the outstanding principal amount of any Borrowing
shall be converted or continued, then each resulting Borrowing shall satisfy the
     limitations  specified  in  Sections  2.02(a)  and  2.02(b)  regarding  the
principal  amount  and  maximum  number  of  Borrowings  of  the  relevant Type;
(iv)     each conversion shall be effected by each Lender and the Administrative
Agent  by  recording  for the account of such Lender the new Loan of such Lender
resulting  from  such  conversion  and reducing the Loan (or portion thereof) of
such  Lender being converted by an equivalent principal amount; accrued interest
on any Eurodollar Loan (or portion thereof) being converted shall be paid by the
Borrower  at  the  time  of  conversion;
(v)     if any Eurodollar Borrowing is converted at a time other than the end of
the Interest Period applicable thereto, the Borrower shall pay, upon demand, any
amounts  due  to  the  Lenders  pursuant  to  Section  2.16;
(vi)     any  portion  of  a Borrowing maturing or required to be repaid in less
than one month may not be converted into or continued as a Eurodollar Borrowing;
(vii)     any portion of a Eurodollar Borrowing that cannot be converted into or
continued  as  a  Eurodollar  Borrowing  by  reason of the immediately preceding
clause  shall  be  automatically  converted at the end of the Interest Period in
effect  for  such  Borrowing  into  an  ABR  Borrowing;
(viii)     no  Interest Period may be selected for any Eurodollar Term Borrowing
that  would  end later than a Repayment Date occurring on or after the first day
of such Interest Period if, after giving effect to such selection, the aggregate
outstanding  amount  of (A) the Eurodollar Term Borrowings with Interest Periods
ending  on or prior to such Repayment Date and (B) the ABR Term Borrowings would
not  be  at least equal to the principal amount of Term Borrowings to be paid on
such  Repayment  Date;  and
(ix)     upon  notice to the Borrower from the Administrative Agent given at the
request of the Required Lenders, after the occurrence and during the continuance
     of  an  Event  of  Default,  no  outstanding Loan may be converted into, or
continued  as,  a  Eurodollar  Loan.
     Each  notice  pursuant  to this Section 2.10 shall be irrevocable and shall
refer to this Agreement and specify (i) the identity and amount of the Borrowing
that  the  Borrower  requests  be  converted  or  continued,  (ii)  whether such
Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR
Borrowing,  (iii)  if  such  notice  requests  a  conversion,  the  date of such
conversion  (which  shall be a Business Day) and (iv) if such Borrowing is to be
converted  to  or  continued as a Eurodollar Borrowing, the Interest Period with
respect  thereto.  If  no  Interest  Period is specified in any such notice with
respect  to  any  conversion  to  or continuation as a Eurodollar Borrowing, the
Borrower  shall  be  deemed  to  have selected an Interest Period of one month's
duration.  The Administrative Agent shall advise the Lenders of any notice given
pursuant  to  this Section 2.10 and of each Lender's portion of any converted or
continued  Borrowing.  If the Borrower shall not have given notice in accordance
with  this  Section  2.10  to  continue any Borrowing into a subsequent Interest
Period  (and  shall  not  otherwise  have  given  notice in accordance with this
Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the
Interest Period applicable thereto (unless repaid pursuant to the terms hereof),
automatically  be  continued  into  an  ABR  Borrowing.
SECTION  2.11.     Repayment of Term Borrowings.  (a)  The Borrower shall pay to
the Administrative Agent, for the account of the Lenders, on the dates set forth
     below,  or  if  any  such date is not a Business Day, on the next preceding
Business  Day  (each  such  date  being  called a "Repayment Date"), a principal
amount  of  the  Term  Loans (as adjusted from time to time pursuant to Sections
2.11(b),  2.12  and  2.13(f)) equal to the amount set forth below for such date,
together  in  each case with accrued and unpaid interest on the principal amount
to  be  paid  to  but  excluding  the  date  of  such  payment:
                            REPAYMENT DATE     AMOUNT
                            --------------     ------

                                                 September 30, 2004     $443,750
                                                  December 31, 2004     $443,750
                                                     March 31, 2005     $443,750
                                                      June 30, 2005     $443,750
                                                 September 30, 2005     $443,750
                                                  December 31, 2005     $443,750
                                                     March 31, 2006     $443,750
                                                      June 30, 2006     $443,750
                                                 September 30, 2006     $443,750
                                                  December 31, 2006     $443,750
                                                     March 31, 2007     $443,750
                                                      June 30, 2007     $443,750
                                                 September 30, 2007     $443,750
                                                  December 31, 2007     $443,750
                                                     March 31, 2008     $443,750
                                                      June 30, 2008     $443,750
                                                 September 30, 2008     $443,750
                                                  December 31, 2008     $443,750
                                                     March 31, 2009     $443,750
                                                      June 30, 2009     $443,750
                                                 September 30, 2009     $443,750
                                                  December 31, 2009     $443,750
                                                     March 31, 2010     $443,750
                                                      June 30, 2010     $443,750
                                        Term Loan Maturity Date     $166,850,000

(b)     In  the  event and on each occasion that the Term Loan Commitments shall
be  reduced or shall expire or terminate other than as a result of the making of
a  Term  Loan,  the installments payable on each Repayment Date shall be reduced
pro  rata  by  an  aggregate  amount  equal  to  the  amount  of such reduction,
expiration  or  termination.
(c)     To  the  extent  not  previously  paid,  all Term Loans shall be due and
payable  on  the  Term  Loan  Maturity  Date,  together  with accrued and unpaid
interest  on  the  principal  amount  to  be  paid  to but excluding the date of
payment.
(d)     All repayments pursuant to this Section 2.11 shall be subject to Section
2.16,  but  shall  otherwise  be  without  premium  or  penalty.
SECTION  2.12.     Prepayment.  (a)  The  Borrower  shall  have the right at any
time and from time to time to prepay any Borrowing, in whole or in part, upon at
     least three Business Days' prior written or fax notice (or telephone notice
promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or
written  or fax notice (or telephone notice promptly confirmed by written or fax
notice) at least one Business Day prior to the date of prepayment in the case of
ABR  Loans,  to  the Administrative Agent before 11:00 a.m., New York City time;
provided, however, that each partial prepayment shall be in an amount that is an
integral  multiple  of  $500,000  and  not  less  than  $1,000,000.
(b)     Optional  prepayments  of  Term  Loans  shall  be  applied  first,  in
chronological  order  to  the  installments of principal in respect of the Terms
Loans  scheduled  to be paid within 12 months after such optional prepayment and
second,  pro  rata against the remaining scheduled installments of principal due
in  respect  of  the  Term  Loans.
(c)     Each  notice  of  prepayment  shall  specify the prepayment date and the
principal  amount of each Borrowing (or portion thereof) to be prepaid, shall be
irrevocable and shall commit the Borrower to prepay such Borrowing by the amount
     stated  therein  on  the  date  stated  therein;  provided, however, that a
notice  of  prepayment  delivered  by the Borrower may state that such notice is
conditioned  upon  the  effectiveness  of other credit facilities, in which case
such  notice  may  be  revoked  by the Borrower (by notice to the Administrative
Agent  on  or  prior  to  the  specified  effective  date  of  such other credit
facilities)  if  such condition is not satisfied (it being understood and agreed
that  upon  receipt  by  the Administrative Agent of any such notice conditioned
upon  the  effectiveness of other credit facilities, all Loans will be converted
into  ABR  Loans  and  that  Section  2.16 shall apply to such conversion).  All
prepayments  under  this  Section  2.12  shall  be  subject  to Section 2.16 but
otherwise  without  premium or penalty.  All prepayments under this Section 2.12
shall  be  accompanied by accrued and unpaid interest on the principal amount to
be  prepaid  to  but  excluding  the  date  of  payment.

SECTION  2.13.     Mandatory  Prepayments.  (a)  In the event of any termination
of all the Revolving Credit Commitments, the Borrower shall, on the date of such
     termination,  repay  or  prepay  all  its  outstanding  Revolving  Credit
Borrowings  and  all  outstanding  Swingline  Loans  and  replace (or make other
arrangements  satisfactory to the Administrative Agent and the Issuing Bank with
respect  to)  all  outstanding  Letters of Credit. If as a result of any partial
reduction  of  the  Revolving  Credit Commitments the Aggregate Revolving Credit
Exposure  would exceed the Total Revolving Credit Commitment after giving effect
thereto, then the Borrower shall, on the date of such reduction, repay or prepay
Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or
replace (or make other arrangements satisfactory to the Administrative Agent and
the  Issuing  Bank with respect to) Letters of Credit in an amount sufficient to
eliminate  such  excess.
(b)     Not  later than the third Business Day following the receipt of Net Cash
Proceeds  in respect of any Asset Sale, the Borrower shall apply 100% of the Net
Cash  Proceeds received with respect thereto to prepay outstanding Term Loans in
accordance  with  Section  2.13(f).
(c)     In  the  event  and on each occasion that an Equity Issuance occurs, the
Borrower  shall,  substantially  simultaneously with (and in any event not later
than  the  third  Business  Day  next  following)  the occurrence of such Equity
Issuance,  apply  50%  of  the Net Cash Proceeds therefrom to prepay outstanding
Term  Loans  in  accordance  with  Section  2.13(f).
(d)     No  later  than  the earlier of (i) 95 days after the end of each fiscal
year  of  the  Borrower,  commencing with the fiscal year ending on December 31,
2005,  and  (ii)  the  fifth  Business  Day  after the financial statements with
respect  to  such period are delivered pursuant to Section 5.04(a), the Borrower
shall  prepay  outstanding  Term  Loans in accordance with Section 2.13(f) in an
aggregate  principal amount equal to 75% of Excess Cash Flow for the fiscal year
then  ended;  provided, however, that in the event the Leverage Ratio at the end
of  such  fiscal  year  was  less  than  3.00 to 1.00, then such amount shall be
reduced  to  50%  of  such  Excess  Cash  Flow.
(e)     In the event that any Loan Party or any subsidiary of a Loan Party shall
receive Net Cash Proceeds from the issuance or other disposition of Indebtedness
for  money  borrowed  of any Loan Party or any subsidiary of a Loan Party (other
than  any  cash  proceeds  from  the issuance of Indebtedness for money borrowed
permitted  pursuant  to  Section  6.01),  the  Borrower  shall,  substantially
simultaneously with (and in any event not later than the third Business Day next
following)  the  receipt  of  such  Net Cash Proceeds by such Loan Party or such
subsidiary,  apply  an  amount equal to 100% of such Net Cash Proceeds to prepay
outstanding  Term  Loans  in  accordance  with  Section  2.13(f).
(f)     Mandatory  prepayments  of  outstanding  Term Loans under this Agreement
shall  be applied first, in chronological order to the installments of principal
in  respect  of  Term  Loans  scheduled  to  be paid within 12 months after such
mandatory  prepayment  and  second,  pro  rata  against  the remaining scheduled
installments  of  principal  due  in  respect  of  the  Term  Loans.
(g)     The  Borrower  shall deliver to the Administrative Agent, at the time of
each  prepayment required under this Section 2.13, (i) a certificate signed by a
Financial  Officer  of  the  Borrower  setting  forth  in  reasonable detail the
calculation of the amount of such prepayment and (ii) to the extent practicable,
at  least  three  days  prior written notice of such prepayment.  Each notice of
prepayment  shall  specify  the  prepayment  date,  the  Type of each Loan being
prepaid  and  the  principal  amount  of  each  Loan  (or portion thereof) to be
prepaid.  All prepayments of Borrowings under this Section 2.13 shall be subject
to  Section  2.16,  but  shall  otherwise  be  without  premium  or  penalty.
SECTION  2.14.     Reserve  Requirements;  Change  in  Circumstances.  (a)
Notwithstanding  any  other  provision  of  this Agreement, if any Change in Law
(other  than  any  Change  in Law that relates to Taxes) shall impose, modify or
deem  applicable  any  reserve,  special  deposit or similar requirement against
assets  of, deposits with or for the account of or credit extended by any Lender
or  the  Issuing Bank (except any such reserve requirement which is reflected in
the  Adjusted  LIBO  Rate) or shall impose on such Lender or the Issuing Bank or
the  London  interbank  market  any  other condition affecting this Agreement or
Eurodollar  Loans  made  by such Lender or any Letter of Credit or participation
therein, and the result of any of the foregoing shall be to increase the cost to
     such  Lender  or  the  Issuing Bank of making or maintaining any Eurodollar
Loan  or increase the cost to any Lender of issuing or maintaining any Letter of
Credit  or  purchasing  or  maintaining a participation therein or to reduce the
amount  of  any  sum  received  or receivable by such Lender or the Issuing Bank
hereunder  (whether  of principal, interest or otherwise) by an amount deemed by
such  Lender  or  the Issuing Bank to be material, then the Borrower will pay to
such Lender or the Issuing Bank, as the case may be, upon demand such additional
amount  or  amounts  as  will compensate such Lender or the Issuing Bank, as the
case may be, for such additional costs incurred or reduction suffered, except to
the  extent  that  such  Lender  or  the Issuing Bank is compensated pursuant to
Section  2.20.
(b)     If  any Lender or the Issuing Bank shall have determined that any Change
in  Law  regarding capital adequacy has or would have the effect of reducing the
rate  of return on such Lender's or the Issuing Bank's capital or on the capital
of such Lender's or the Issuing Bank's holding company, if any, as a consequence
     of  this Agreement or the Loans made or participations in Letters of Credit
purchased  by such Lender pursuant hereto or the Letters of Credit issued by the
Issuing  Bank  pursuant  hereto  to  a level below that which such Lender or the
Issuing  Bank  or such Lender's or the Issuing Bank's holding company could have
achieved  but for such Change in Law (taking into consideration such Lender's or
the  Issuing  Bank's  policies  and the policies of such Lender's or the Issuing
Bank's  holding company with respect to capital adequacy) by an amount deemed by
such  Lender  or  the  Issuing  Bank  to be material, then from time to time the
Borrower  shall pay to such Lender or the Issuing Bank, as the case may be, such
additional  amount or amounts as will compensate such Lender or the Issuing Bank
or  such  Lender's  or the Issuing Bank's holding company for any such reduction
suffered.
(c)     A  certificate  of a Lender or the Issuing Bank setting forth the amount
or  amounts  necessary  to  compensate  such  Lender  or the Issuing Bank or its
holding company, as applicable, as specified in paragraph (a) or (b) above shall
be delivered to the Borrower and shall be conclusive absent manifest error.  The
Borrower  shall  pay  such Lender or the Issuing Bank the amount shown as due on
any  such  certificate  delivered  by it within 10 days after its receipt of the
same.
(d)     Failure or delay on the part of any Lender or the Issuing Bank to demand
     compensation  for  any  increased costs or reduction in amounts received or
receivable  or  reduction  in return on capital shall not constitute a waiver of
such  Lender's or the Issuing Bank's right to demand such compensation; provided
that  the Borrower shall not be under any obligation to compensate any Lender or
the  Issuing  Bank  under  paragraph  (a) or (b) above with respect to increased
costs  or  reductions  with  respect to any period prior to the date that is 120
days  prior  to  such  request  if such Lender or the Issuing Bank knew or could
reasonably  have  been expected to know of the circumstances giving rise to such
increased  costs  or  reductions  and  of the fact that such circumstances would
result  in  a claim for increased compensation by reason of such increased costs
or reductions; provided further that the foregoing limitation shall not apply to
any  increased costs or reductions arising out of the retroactive application of
any  Change  in  Law within such 120-day period.  The protection of this Section
shall  be  available  to  each  Lender  and  the  Issuing Bank regardless of any
possible  contention  of  the invalidity or inapplicability of the Change in Law
that  shall  have  occurred  or  been  imposed.
SECTION  2.15.     Change in Legality.  (a)  Notwithstanding any other provision
of this Agreement, if any Change in Law shall make it unlawful for any Lender to
     make  or  maintain any Eurodollar Loan or to give effect to its obligations
as  contemplated  hereby  with  respect to any Eurodollar Loan, then, by written
notice  to  the  Borrower  and  to  the  Administrative  Agent:
(i)     such  Lender  may declare that Eurodollar Loans will not thereafter (for
the  duration  of  such  unlawfulness)  be  made by such Lender hereunder (or be
continued for additional Interest Periods and ABR Loans will not thereafter (for
     such  duration)  be converted into Eurodollar Loans), whereupon any request
for  a  Eurodollar  Borrowing  (or  to  convert an ABR Borrowing to a Eurodollar
Borrowing  or  to  continue  a  Eurodollar  Borrowing for an additional Interest
Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a
request  to continue an ABR Loan as such or to convert a Eurodollar Loan into an
ABR  Loan,  as  the  case may be), unless such declaration shall be subsequently
withdrawn;  and
(ii)     such  Lender  may require that all outstanding Eurodollar Loans made by
it  be converted to ABR Loans, in which event all such Eurodollar Loans shall be
automatically  converted to ABR Loans as of the effective date of such notice as
provided  in  paragraph  (b)  below.
In  the  event any Lender shall exercise its rights under (i) or (ii) above, all
payments  and prepayments of principal that would otherwise have been applied to
repay  the  Eurodollar  Loans  that  would  have been made by such Lender or the
converted  Eurodollar Loans of such Lender shall instead be applied to repay the
ABR  Loans  made by such Lender in lieu of, or resulting from the conversion of,
such  Eurodollar  Loans.
(b)     For  purposes  of  this  Section  2.15,  a notice to the Borrower by any
Lender  shall  be  effective  as to each Eurodollar Loan made by such Lender, if
lawful,  on  the  last  day  of  the  Interest  Period  then  applicable to such
Eurodollar  Loan;  in all other cases such notice shall be effective on the date
of  receipt  by  the  Borrower.
SECTION  2.16.     Indemnity.  The  Borrower shall indemnify each Lender against
any  loss  or  expense that such Lender may sustain or incur as a consequence of
(a)  any  event,  other  than a default by such Lender in the performance of its
obligations  hereunder,  which  results  in  (i)  such Lender receiving or being
deemed  to receive any amount on account of the principal of any Eurodollar Loan
prior  to the end of the Interest Period in effect therefor, (ii) the conversion
of  any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period
with  respect to any Eurodollar Loan, in each case other than on the last day of
the  Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made
by  such  Lender  (including  any  Eurodollar  Loan  to  be  made  pursuant to a
conversion  or  continuation  under Section 2.10) not being made after notice of
such  Loan  shall  have  been given by the Borrower hereunder (any of the events
referred  to  in  this  clause  (a)  being called a "Breakage Event") or (b) any
default  in  the  making  of  any  payment  or  prepayment  required  to be made
hereunder.  In the case of any Breakage Event, such loss shall include an amount
     equal  to  the  excess, as reasonably determined by such Lender, of (i) its
cost  of  obtaining  funds  for  the Eurodollar Loan that is the subject of such
Breakage  Event  for the period from the date of such Breakage Event to the last
day  of  the  Interest  Period in effect (or that would have been in effect) for
such  Loan over (ii) the amount of interest likely to be realized by such Lender
in  redeploying  the  funds  released or not utilized by reason of such Breakage
Event  for such period.  A certificate of any Lender setting forth any amount or
amounts  which  such Lender is entitled to receive pursuant to this Section 2.16
shall  be  delivered  to  the  Borrower  and shall be conclusive absent manifest
error.
SECTION  2.17.     Pro Rata Treatment.  Except as provided below in this Section
2.17  with  respect  to Swingline Loans and as required under Section 2.15, each
Borrowing,  each  payment  or  prepayment  of  principal  of any Borrowing, each
payment  of  interest  on  the  Loans, each payment of the Commitment Fees, each
reduction  of  the Term Loan Commitments or the Revolving Credit Commitments and
each  conversion  of  any  Borrowing  to  or  continuation of any Borrowing as a
Borrowing  of  any  Type  shall  be  allocated  pro  rata  among  the Lenders in
accordance with their respective applicable Commitments (or, if such Commitments
     shall  have  expired  or been terminated, in accordance with the respective
principal  amounts of their outstanding Loans).  For purposes of determining the
available  Revolving  Credit  Commitments  of  the  Lenders  at  any  time, each
outstanding Swingline Loan shall be deemed to have utilized the Revolving Credit
Commitments  of  the  Lenders (including those Lenders which shall not have made
Swingline  Loans)  pro  rata in accordance with such respective Revolving Credit
Commitments.  Each  Lender agrees that in computing such Lender's portion of any
Borrowing to be made hereunder, the Administrative Agent may, in its discretion,
round  each  Lender's  percentage  of such Borrowing to the next higher or lower
whole  dollar  amount.
SECTION  2.18.     Sharing  of  Setoffs.  Each  Lender  agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the  Borrower  or  any  other  Loan  Party, or pursuant to a secured claim under
Section  506 of Title 11 of the United States 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,  obtain  payment (voluntary or involuntary) in respect of any
Loan  or  Loans  or  L/C  Disbursement as a result of which the unpaid principal
portion  of  its  Loans  and  participations  in  L/C  Disbursements  shall  be
proportionately  less  than  the  unpaid  principal  portion  of  the  Loans and
participations  in  L/C  Disbursements  of  any other Lender, it shall be deemed
simultaneously to have purchased from such other Lender at face value, and shall
promptly pay to such other Lender the purchase price for, a participation in the
Loans  and  L/C  Exposure  of  such  other  Lender, so that the aggregate unpaid
principal  amount  of the Loans and L/C Exposure and participations in Loans and
L/C  Exposure  held  by  each  Lender  shall  be  in  the same proportion to the
aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding
as  the principal amount of its Loans and L/C Exposure prior to such exercise of
banker's lien, setoff or counterclaim or other event was to the principal amount
of  all  Loans  and  L/C Exposure outstanding prior to such exercise of banker's
lien, setoff or counterclaim or other event; provided, however, that if any such
purchase or purchases or adjustments shall be made pursuant to this Section 2.18
and the payment giving rise thereto shall thereafter be recovered, such purchase
or  purchases  or  adjustments shall be rescinded to the extent of such recovery
and  the  purchase price or prices or adjustment restored without interest.  The
Borrower  and Holdings expressly consent to the foregoing arrangements and agree
that  any Lender holding a participation in a Loan or L/C Disbursement deemed to
have  been so purchased may exercise any and all rights of banker's lien, setoff
or  counterclaim  with  respect  to any and all moneys owing by the Borrower and
Holdings  to such Lender by reason thereof as fully as if such Lender had made a
Loan  directly  to  the  Borrower  in  the  amount  of  such  participation.
SECTION  2.19.     Payments.  (a)  The  Borrower  shall  make  each  payment
(including  principal of or interest on any Borrowing or any L/C Disbursement or
any Fees or other amounts) hereunder and under any other Loan Document not later
than  1:00  p.m.,  New  York  City  time,  on  the  date when due in immediately
available  dollars,  without setoff, defense or counterclaim.  Each such payment
(other  than  (i) Issuing Bank Fees, which shall be paid directly to the Issuing
Bank, and (ii) principal of and interest on Swingline Loans, which shall be paid
directly  to  the  Swingline  Lender  except  as  otherwise  provided in Section
2.22(e))  shall  be  made  to  the Administrative Agent at its offices at Eleven
Madison  Avenue,  New  York,  New  York  10010.  The  Administrative Agent shall
distribute  any such payments received by it for the account of any other person
to  the  appropriate  recipient  promptly  following  receipt  thereof.
(b)     Except  as  otherwise  expressly  provided  herein, whenever any payment
(including  principal  of  or  interest  on  any  Borrowing or any Fees or other
amounts)  hereunder  or  under  any  other  Loan  Document  shall become due, or
otherwise  would  occur, on a day that is not a Business Day, such payment shall
be  made  on  the  next  preceding  Business  Day.
SECTION  2.20.     Taxes.  (a)  Any  and  all  payments  by or on account of any
obligation  of the Borrower or any other Loan Party hereunder or under any other
Loan  Document  shall  be  made  free and clear of and without deduction for any
Indemnified  Taxes  or  Other  Taxes; provided that if the Borrower or any other
Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from
     such  payments, then (i) the sum payable shall be increased as necessary so
that  after  making  all required deductions (including deductions applicable to
additional  sums  payable  under  this  Section)  the Administrative Agent, such
Lender  or the Issuing Bank (as the case may be) receives an amount equal to the
sum  it  would have received had no such deductions been made, (ii) the Borrower
or  such  Loan  Party  shall make such deductions and (iii) the Borrower or such
Loan  Party  shall  pay  the  full  amount deducted to the relevant Governmental
Authority  in  accordance  with  applicable  law.
(b)     In  addition,  the  Borrower  shall  pay any Other Taxes to the relevant
Governmental  Authority  in  accordance  with  applicable  law.
(c)     The  Borrower  shall indemnify the Administrative Agent, each Lender and
the  Issuing  Bank,  within  10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent,
     such  Lender or the Issuing Bank, as the case may be, on or with respect to
any payment by or on account of any obligation of the Borrower or any other Loan
Party hereunder or under any other Loan Document (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section)  and  any penalties, interest and reasonable expenses arising therefrom
or  with  respect  thereto, whether or not such Indemnified Taxes or Other Taxes
were  correctly  or  legally  imposed  or  asserted by the relevant Governmental
Authority.  A  certificate  as  to  the  amount  of  such  payment  or liability
delivered  to  the  Borrower  by  a  Lender  or  the  Issuing  Bank,  or  by the
Administrative Agent on its behalf or on behalf of a Lender or the Issuing Bank,
shall  be  conclusive  absent  manifest  error.
(d)     As  soon  as practicable after any payment of Indemnified Taxes or Other
Taxes  by  the Borrower or any other Loan Party to a Governmental Authority, the
Borrower  shall  deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment,
a  copy  of  the return reporting such payment or other evidence of such payment
reasonably  satisfactory  to  the  Administrative  Agent.
(e)     Each Foreign Lender shall deliver to the Borrower and the Administrative
Agent, on or before the date on which such Foreign Lender becomes a Lender under
this  Agreement,  either:
(i)     two  duly completed and signed copies of either Internal Revenue Service
Form  W-8BEN  (claiming  a complete exemption from U.S. withholding tax under an
applicable  treaty)  or  its  successor form or Form W-8ECI (claiming a complete
exemption  from  U.S.  withholding  tax  as effectively connected income) or its
successor  form  and  related  applicable  forms,  as  the  case  may  be;  or
(ii)     in  the case of a Foreign Lender claiming the benefits of the exemption
for  portfolio  interest  under Section 881(c) of the Code, (x) a certificate to
the  effect  that  such Foreign Lender is not (A) a "bank" within the meaning of
Section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the Borrower
     within  the  meaning  of  Section  881(c)(3)(B)  of  the  Code,  or  (C)  a
"controlled  foreign corporation" described in Section 881(c)(3)(C) of the Code,
and  (y)  two  duly completed and signed copies of Internal Revenue Service Form
W-8BEN  or  its  successor  form  and  related  applicable  forms;
provided,  however,  that, in the case of a Foreign Lender that becomes a Lender
under this Agreement pursuant to a transfer of interest under Section 9.04, such
Foreign  Lender's obligation to deliver such documentation to the Borrower shall
not  apply  to  the  extent that the transferor of such interest was entitled to
receive  additional amounts from the Borrower under this Section 2.20.  Further,
each  Foreign  Lender  agrees  to deliver to the Borrower and the Administrative
Agent  two  further  duly  completed  and  signed copies of the above referenced
forms, or successor and related applicable forms, on or before the date that any
such  form  expires or becomes obsolete and promptly after the occurrence of any
event requiring a change from the most recent form(s) previously delivered by it
in  accordance with applicable U.S. laws and regulations and to deliver promptly
to  the  Borrower  and  the  Administrative Agent such additional statements and
forms  as shall be reasonably requested by Borrower from time to time unless, in
any  such  case,  any change in law or regulation has occurred subsequent to the
date such Foreign Lender became a party to this Agreement which renders all such
forms  inapplicable  or which would prevent such Lender from properly completing
and executing any such form with respect to it and such Lender promptly notifies
the Borrower and the Administrative Agent if it is no longer able to deliver, or
if  it  is  required  to  withdraw  or  cancel, any form or statement previously
delivered  by  it  pursuant  to  this  Section  2.20(e).
(f)     If the Administrative Agent, the Issuing Bank or a Lender determines, in
     its sole discretion, that it has received a refund of any Indemnified Taxes
or  Other  Taxes  as  to  which  it has been indemnified by the Borrower or with
respect  to  which  the  Borrower  has  paid additional amounts pursuant to this
Section  2.20,  it  shall  pay over such refund to the Borrower (but only to the
extent  of  indemnity payments made, or additional amounts paid, by the Borrower
under  this  Section  2.20  with respect to the Indemnified Taxes or Other Taxes
giving  rise  to  such  refund),  net  of  all  out-of-pocket  expenses  of  the
Administrative  Agent,  the  Issuing  Bank  or  such Lender and without interest
(other  than  any  interest  paid  by  the  relevant Governmental Authority with
respect  to  such  refund),  provided that the Borrower, upon the request of the
Administrative  Agent,  the  Issuing  Bank  or  such Lender, agrees to repay the
amount  paid over to the Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent, the
Issuing  Bank  or such Lender in the event the Administrative Agent, the Issuing
Bank  or  such  Lender  is  required  to  repay such refund to such Governmental
Authority.  This  Section  shall  not be construed to require the Administrative
Agent,  the Issuing Bank or any Lender to make available its Tax returns (or any
other  information  relating  to  its  Taxes which it deems confidential) to the
Borrower  or  any  other  person.
SECTION 2.21.     Assignment of Commitments Under Certain Circumstances; Duty to
     Mitigate.  (a)  In  the event (i) any Lender or the Issuing Bank delivers a
certificate requesting compensation pursuant to Section 2.14, (ii) any Lender or
the Issuing Bank delivers a notice described in Section 2.15, (iii) the Borrower
is  required  to  pay any additional amount to any Lender or the Issuing Bank or
any Governmental Authority on account of any Lender or the Issuing Bank pursuant
to  Section  2.20 or (iv) any Lender refuses to consent to any amendment, waiver
or  other  modification  of  any  Loan  Document  requested by the Borrower that
requires  the  consent  of a greater percentage of the Lenders than the Required
Lenders  and such amendment, waiver or other modification is consented to by the
Required  Lenders,  the  Borrower may, at its sole expense and effort (including
with  respect  to  the  processing  and  recordation  fee referred to in Section
9.04(b)),  upon notice to such Lender or the Issuing Bank and the Administrative
Agent,  require  such Lender or the Issuing Bank to transfer and assign, without
recourse  (in  accordance  with  and  subject  to  the restrictions contained in
Section 9.04), all of its interests, rights and obligations under this Agreement
(or,  in  the  case  of  clause  (iv)  above,  all  of its interests, rights and
obligations  with  respect  to  the  Class  of  Loans or Commitments that is the
subject  of  the related consent, amendment, waiver or other modification) to an
assignee that shall assume such assigned obligations and, with respect to clause
(iv)  above,  shall  consent  to  such  requested  amendment,  waiver  or  other
modification  of  any  Loan Document (which assignee may be another Lender, if a
Lender  accepts such assignment); provided that (w) in the case of an assignment
resulting  from a claim for compensation under Section 2.14 or payments required
to  be  made  pursuant  to  Section  2.20,  such  assignment will result in such
compensation  or  payments, (x) such assignment shall not conflict with any law,
rule  or regulation or order of any court or other Governmental Authority having
jurisdiction,  (y) the Borrower shall have received the prior written consent of
the  Administrative  Agent  (and,  if  a  Revolving  Credit  Commitment is being
assigned, of the Issuing Bank and the Swingline Lender), which consent shall not
unreasonably  be withheld, and (z) the Borrower or such assignee shall have paid
to  the  affected  Lender  or the Issuing Bank in immediately available funds an
amount  equal to the sum of the principal of and interest accrued to the date of
such payment on the outstanding Loans or L/C Disbursements of such Lender or the
Issuing  Bank,  respectively,  plus  all  Fees and other amounts accrued for the
account  of  such  Lender  or  the Issuing Bank hereunder (including any amounts
under  Section  2.14  and  Section 2.16); provided further that, if prior to any
such  transfer  and  assignment the circumstances or event that resulted in such
Lender's  or  the  Issuing  Bank's  claim for compensation under Section 2.14 or
notice  under  Section 2.15 or the amounts paid pursuant to Section 2.20, as the
case  may be, cease to cause such Lender or the Issuing Bank to suffer increased
costs  or reductions in amounts received or receivable or reduction in return on
capital,  or  cease to have the consequences specified in Section 2.15, or cease
to  result  in  amounts  being  payable  under  Section 2.20, as the case may be
(including  as  a  result of any action taken by such Lender or the Issuing Bank
pursuant  to  paragraph  (b) below), or if such Lender or the Issuing Bank shall
waive  its  right to claim further compensation under Section 2.14 in respect of
such  circumstances  or event or shall withdraw its notice under Section 2.15 or
shall  waive its right to further payments under Section 2.20 in respect of such
circumstances  or  event  or  shall  consent  to the proposed amendment, waiver,
consent  or  other  modification,  as  the  case may be, then such Lender or the
Issuing  Bank  shall  not  thereafter  be required to make any such transfer and
assignment  hereunder.  Each Lender hereby grants to the Administrative Agent an
irrevocable  power  of  attorney  (which  power  is coupled with an interest) to
execute  and  deliver,  on behalf of such Lender as assignor, any Assignment and
Acceptance  necessary  to  effectuate  any assignment of such Lender's interests
hereunder  in  the  circumstances  contemplated  by  this  Section  2.21(a).
(b)     If  (i)  any Lender or the Issuing Bank shall request compensation under
Section 2.14, (ii) any Lender or the Issuing Bank delivers a notice described in
     Section 2.15 or (iii) the Borrower is required to pay any additional amount
to  any  Lender  or the Issuing Bank or any Governmental Authority on account of
any  Lender  or  the Issuing Bank, pursuant to Section 2.20, then such Lender or
the  Issuing  Bank  shall  use  reasonable efforts (which shall not require such
Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or
expense  or otherwise take any action inconsistent with its internal policies or
legal  or regulatory restrictions or suffer any disadvantage or burden deemed by
it  to  be  significant)  (x)  to  file  any  certificate or document reasonably
requested  in  writing  by the Borrower or (y) to assign its rights and delegate
and  transfer  its  obligations hereunder to another of its offices, branches or
affiliates,  if  such  filing  or  assignment  would  reduce  its  claims  for
compensation  under Section 2.14 or enable it to withdraw its notice pursuant to
Section  2.15  or  would reduce amounts payable pursuant to Section 2.20, as the
case  may  be,  in the future.  The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender or the Issuing Bank in connection with
any  such  filing  or  assignment,  delegation  and  transfer.
SECTION  2.22.     Swingline  Loans.  (a)  Swingline Commitment.  Subject to the
terms  and conditions and relying upon the representations and warranties herein
set forth, the Swingline Lender agrees to make loans to the Borrower at any time
     and  from  time to time on and after the Closing Date and until the earlier
of  the  Revolving  Credit  Maturity  Date  and the termination of the Revolving
Credit  Commitments  in  accordance  with  the  terms  hereof,  in  an aggregate
principal  amount  at  any  time  outstanding  that  will  not result in (i) the
aggregate  principal  amount  of all Swingline Loans exceeding $5,000,000 in the
aggregate  or  (ii) the Aggregate Revolving Credit Exposure, after giving effect
to  any  Swingline  Loan, exceeding the Total Revolving Credit Commitment.  Each
Swingline  Loan  shall  be in a principal amount that is an integral multiple of
$250,000.  The  Swingline  Commitment  may be terminated or reduced from time to
time  as provided herein.  Within the foregoing limits, the Borrower may borrow,
pay  or  prepay  and  reborrow  Swingline Loans hereunder, subject to the terms,
conditions  and  limitations  set  forth  herein.
(b)     Swingline Loans.  The Borrower shall notify the Swingline Lender and the
     Administrative  Agent by fax, or by telephone (confirmed by fax), not later
than  1:00  p.m.,  New  York City time, on the day of a proposed Swingline Loan.
Such notice shall be delivered on a Business Day, shall be irrevocable and shall
refer  to  this Agreement and shall specify the requested date (which shall be a
Business  Day)  and  amount  of  such  Swingline  Loan  and  the  wire  transfer
instructions  for  the  account  of  the  Borrower  to which the proceeds of the
Swingline  Loan  should  be  transferred.  The  Swingline Lender shall make each
Swingline  Loan  by  wire  transfer  to  the  account specified in such request.
(c)     Prepayment.  The Borrower shall have the right at any time and from time
to  time  to prepay any Swingline Loan, in whole or in part, upon giving written
or  fax notice (or telephone notice promptly confirmed by written or fax notice)
to the Swingline Lender and to the Administrative Agent before 12:00 (noon), New
York  City time, on the date of prepayment at the Swingline Lender's address for
notices  specified  on  Schedule  2.01.
(d)     Interest.  Each  Swingline Loan shall be an ABR Loan and, subject to the
provisions  of Section 2.07, shall bear interest as provided in Section 2.06(a).
(e)     Participations.  The Swingline Lender may by written notice given to the
Administrative  Agent  not  later  than  1:00  p.m.,  New York City time, on any
Business  Day  require the Revolving Credit Lenders to acquire participations on
such  Business Day in all or a portion of the Swingline Loans outstanding.  Such
notice  shall specify the aggregate amount of Swingline Loans in which Revolving
Credit  Lenders  will participate.  The Administrative Agent will, promptly upon
receipt  of such notice, give notice to each Revolving Credit Lender, specifying
in  such  notice  such  Lender's  Pro  Rata Percentage of such Swingline Loan or
Loans.  In  furtherance  of  the  foregoing, each Revolving Credit Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to  pay  to  the  Administrative Agent, for the account of the Swingline Lender,
such  Revolving  Credit  Lender's  Pro Rata Percentage of such Swingline Loan or
Loans.  Each Revolving Credit Lender acknowledges and agrees that its obligation
to  acquire  participations  in  Swingline  Loans  pursuant to this paragraph is
absolute  and  unconditional  and  shall  not  be  affected  by any circumstance
whatsoever, including the occurrence and continuance of a Default or an Event of
Default, and that each such payment shall be made without any offset, abatement,
withholding  or reduction whatsoever.  Each Revolving Credit Lender shall comply
with  its  obligation  under  this  paragraph  by  wire  transfer of immediately
available  funds, in the same manner as provided in Section 2.02(c) with respect
to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis,
to  the  payment  obligations of the Lenders) and the Administrative Agent shall
promptly  pay  to  the  Swingline  Lender the amounts so received by it from the
Lenders.  The  Administrative  Agent  shall  notify  the  Borrower  of  any
participations  in  any  Swingline  Loan acquired pursuant to this paragraph and
thereafter  payments  in  respect  of  such  Swingline Loan shall be made to the
Administrative  Agent  and not to the Swingline Lender.  Any amounts received by
the  Swingline  Lender  from  the  Borrower  (or  other  person on behalf of the
Borrower)  in  respect of a Swingline Loan after receipt by the Swingline Lender
of  the  proceeds of a sale of participations therein shall be promptly remitted
to  the  Administrative  Agent;  any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Lenders that
shall  have  made their payments pursuant to this paragraph and to the Swingline
Lender,  as  their  interests  may  appear.  The purchase of participations in a
Swingline  Loan  pursuant  to  this paragraph shall not relieve the Borrower (or
other  person  liable  for  obligations  of  the Borrower) of any default in the
payment  thereof.
SECTION 2.23.     Letters of Credit.  (a)  General. The Borrower may request the
     issuance  of  a  Letter of Credit for its own account or for the account of
any of its wholly owned Subsidiaries (in which case the Borrower and such wholly
owned  Subsidiary shall be co-applicants with respect to such Letter of Credit),
in  a  form  reasonably  acceptable  to the Administrative Agent and the Issuing
Bank,  at  any  time  and  from time to time while the L/C Commitment remains in
effect.  This  Section  shall  not be construed to impose an obligation upon the
Issuing  Bank  to issue any Letter of Credit that is inconsistent with the terms
and  conditions  of  this  Agreement.
(b)     Notice  of  Issuance, Amendment, Renewal, Extension; Certain Conditions.
In  order  to  request the issuance of a Letter of Credit (or to amend, renew or
extend  an existing Letter of Credit), the Borrower shall hand deliver or fax to
the  Issuing  Bank  and  the  Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice requesting
     the  issuance of a Letter of Credit, or identifying the Letter of Credit to
be  amended,  renewed  or  extended, the date of issuance, amendment, renewal or
extension,  the  date  on  which such Letter of Credit is to expire (which shall
comply  with paragraph (c) below), the amount of such Letter of Credit, the name
and  address  of  the beneficiary thereof and such other information as shall be
necessary  to prepare such Letter of Credit. A Letter of Credit shall be issued,
amended,  renewed  or extended only if, and upon issuance, amendment, renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent and
warrant  that,  after  giving  effect  to  such  issuance, amendment, renewal or
extension  (i)  the  L/C  Exposure  shall  not  exceed  $15,000,000 and (ii) the
Aggregate  Revolving Credit Exposure shall not exceed the Total Revolving Credit
Commitment.
(c)     Expiration  Date.  Each  Letter  of  Credit shall expire at the close of
business  on  the earlier of the date one year after the date of the issuance of
such  Letter  of  Credit  and  the  date that is five Business Days prior to the
Revolving  Credit  Maturity  Date,  unless  such Letter of Credit expires by its
terms  on  an earlier date; provided, however, that a Letter of Credit may, upon
the  request  of the Borrower, include a provision whereby such Letter of Credit
shall  be  renewed automatically for additional consecutive periods of 12 months
or  less  (but  not  beyond  the  date  that  is five Business Days prior to the
Revolving Credit Maturity Date) unless the Issuing Bank notifies the beneficiary
     thereof  at least 30 days prior to the then-applicable expiration date that
such  Letter  of  Credit  will  not  be  renewed.
(d)     Participations.  By  the  issuance of a Letter of Credit and without any
further  action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby  grants  to  each  Revolving  Credit  Lender, and each such Lender hereby
acquires  from  the Issuing Bank, a participation in such Letter of Credit equal
to  such  Lender's  Pro  Rata Percentage of the aggregate amount available to be
drawn under such Letter of Credit, effective upon the issuance of such Letter of
Credit.  In  consideration  and  in furtherance of the foregoing, each Revolving
Credit  Lender  hereby  absolutely  and  unconditionally  agrees  to  pay to the
Administrative  Agent,  for  the  account of the Issuing Bank, such Lender's Pro
Rata  Percentage  of  each  L/C  Disbursement  made  by the Issuing Bank and not
reimbursed  by  the  Borrower (or, if applicable, another person pursuant to its
obligations under any other Loan Document) forthwith on the date due as provided
in  Section  2.02(f).  Each Revolving Credit Lender acknowledges and agrees that
its  obligation  to acquire participations pursuant to this paragraph in respect
of  Letters of Credit is absolute and unconditional and shall not be affected by
any  circumstance  whatsoever,  including  the  occurrence  and continuance of a
Default or an Event of Default, and that each such payment shall be made without
any  offset,  abatement,  withholding  or  reduction  whatsoever.
(e)     Reimbursement.  If  the  Issuing Bank shall make any L/C Disbursement in
respect  of  a  Letter  of  Credit, the Borrower shall pay to the Administrative
Agent  an  amount  equal to such L/C Disbursement not later than two hours after
the  Borrower  shall  have received notice from the Issuing Bank that payment of
such  draft  will  be  made, or, if the Borrower shall have received such notice
later  than  10:00 a.m., New York City time, on any Business Day, not later than
10:00  a.m.,  New  York  City  time,  on the immediately following Business Day.
(f)     Obligations  Absolute.  The  Borrower's  obligations  to  reimburse  L/C
Disbursements  as  provided  in  paragraph  (e)  above  shall  be  absolute,
unconditional  and  irrevocable,  and  shall be performed strictly in accordance
with  the  terms  of this Agreement, under any and all circumstances whatsoever,
and  irrespective  of:
(i)     any  lack  of  validity or enforceability of any Letter of Credit or any
Loan  Document,  or  any  term  or  provision  therein;
(ii)     any  amendment or waiver of or any consent to departure from all or any
of  the  provisions  of  any  Letter  of  Credit  or  any  Loan  Document;
(iii)     the  existence  of  any claim, setoff, defense or other right that the
Borrower,  any  other  person  guaranteeing,  or  otherwise  obligated with, the
Borrower,  any  Subsidiary or other Affiliate thereof or any other person may at
any  time  have  against the beneficiary under any Letter of Credit, the Issuing
Bank,  the  Administrative  Agent  or any Lender or any other person, whether in
connection  with this Agreement, any other Loan Document or any other related or
unrelated  agreement  or  transaction;
(iv)     any  draft or other document presented under a Letter of Credit proving
to  be  forged,  fraudulent,  invalid  or  insufficient  in  any  respect or any
statement  therein  being  untrue  or  inaccurate  in  any  respect;
(v)     payment  by  the  Issuing  Bank  under  a  Letter  of  Credit  against
presentation of a draft or other document that does not comply with the terms of
such  Letter  of  Credit;  and
(vi)     any  other  act  or omission to act or delay of any kind of the Issuing
Bank,  any  Lender,  the  Administrative  Agent or any other person or any other
event  or  circumstance  whatsoever,  whether  or  not  similar  to  any  of the
foregoing,  that  might,  but  for  the provisions of this Section, constitute a
legal  or  equitable  discharge  of  the  Borrower's  obligations  hereunder.
     Without  limiting  the  generality  of  the  foregoing,  it  is  expressly
understood  and  agreed  that  the  absolute and unconditional obligation of the
Borrower  hereunder  to  reimburse  L/C Disbursements will not be excused by the
gross  negligence  or  wilful  misconduct  of  the  Issuing  Bank.  However, the
foregoing  shall  not  be construed to excuse the Issuing Bank from liability to
the  Borrower  to  the extent of any direct damages (as opposed to consequential
damages,  claims  in  respect  of which are hereby waived by the Borrower to the
extent  permitted by applicable law) suffered by the Borrower that are caused by
the  Issuing Bank's gross negligence or wilful misconduct in determining whether
drafts  and  other  documents presented under a Letter of Credit comply with the
terms  thereof; it is understood that the Issuing Bank may accept documents that
appear  on  their  face  to  be  in  order,  without  responsibility for further
investigation,  regardless  of any notice or information to the contrary and, in
making  any  payment under any Letter of Credit (i) the Issuing Bank's exclusive
reliance  on the documents presented to it under such Letter of Credit as to any
and all matters set forth therein, including reliance on the amount of any draft
presented  under  such  Letter  of  Credit, whether or not the amount due to the
beneficiary  thereunder  equals  the amount of such draft and whether or not any
document  presented  pursuant to such Letter of Credit proves to be insufficient
in any respect, if such document on its face appears to be in order, and whether
or  not  any  other  statement  or any other document presented pursuant to such
Letter  of Credit proves to be forged or invalid or any statement therein proves
to  be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance
in any immaterial respect of the documents presented under such Letter of Credit
with  the  terms thereof shall, in each case, be deemed not to constitute wilful
misconduct  or  gross  negligence  of  the  Issuing  Bank.
(g)     Disbursement Procedures.  The Issuing Bank shall, promptly following its
     receipt thereof, examine all documents purporting to represent a demand for
payment  under  a  Letter  of  Credit.  The  Issuing  Bank  shall as promptly as
possible  give  telephonic notification, confirmed by fax, to the Administrative
Agent  and  the Borrower of such demand for payment and whether the Issuing Bank
has  made or will make an L/C Disbursement thereunder; provided that any failure
to  give  or  delay  in giving such notice shall not relieve the Borrower of its
obligation  to  reimburse the Issuing Bank and the Revolving Credit Lenders with
respect  to  any  such  L/C  Disbursement.
(h)     Interim  Interest.  If  the Issuing Bank shall make any L/C Disbursement
in respect of a Letter of Credit, then, unless the Borrower shall reimburse such
     L/C Disbursement in full on such date, the unpaid amount thereof shall bear
interest  for  the  account of the Issuing Bank, for each day from and including
the  date  of such L/C Disbursement, to but excluding the earlier of the date of
payment  by  the Borrower or the date on which interest shall commence to accrue
thereon  as  provided in Section 2.02(f), at the rate per annum that would apply
to  such  amount  if  such  amount  were  an  ABR  Revolving  Loan.
(i)     Resignation or Removal of the Issuing Bank.  The Issuing Bank may resign
at any time by giving 30 days' prior written notice to the Administrative Agent,
the  Lenders and the Borrower, and may be removed at any time by the Borrower by
notice  to the Issuing Bank, the Administrative Agent and the Lenders.  Upon the
acceptance  of  any  appointment  as the Issuing Bank hereunder by a Lender that
shall  agree to serve as successor Issuing Bank, such successor shall succeed to
and become vested with all the interests, rights and obligations of the retiring
Issuing  Bank  and  the  retiring  Issuing  Bank  shall  be  discharged from its
obligations  to  issue additional Letters of Credit hereunder.  At the time such
removal  or  resignation  shall  become  effective,  the  Borrower shall pay all
accrued  and unpaid fees pursuant to Section 2.05(c)(ii).  The acceptance of any
appointment  as  the  Issuing  Bank  hereunder  by  a  successor Lender shall be
evidenced by an agreement entered into by such successor, in a form satisfactory
to  the Borrower and the Administrative Agent, and, from and after the effective
date  of such agreement, (i) such successor Lender shall have all the rights and
obligations of the previous Issuing Bank under this Agreement and the other Loan
Documents and (ii) references herein and in the other Loan Documents to the term
"Issuing  Bank"  shall  be  deemed to refer to such successor or to any previous
Issuing  Bank,  or  to  such  successor  and  all previous Issuing Banks, as the
context  shall  require.  After  the  resignation or removal of the Issuing Bank
hereunder,  the  retiring  Issuing  Bank  shall  remain a party hereto and shall
continue  to  have  all the rights and obligations of an Issuing Bank under this
Agreement  and the other Loan Documents with respect to Letters of Credit issued
by  it  prior to such resignation or removal, but shall not be required to issue
additional  Letters  of  Credit.
(j)     Cash  Collateralization.  If  any  Event  of  Default shall occur and be
continuing,  the Borrower shall, on the Business Day it receives notice from the
Administrative  Agent  or the Required Lenders (or, if the maturity of the Loans
has  been  accelerated,  Revolving  Credit  Lenders  holding  participations  in
outstanding  Letters  of  Credit  representing greater than 50% of the aggregate
undrawn  amount  of all outstanding Letters of Credit) thereof and of the amount
to  be  deposited,  deposit  in  an  account  with the Collateral Agent, for the
benefit  of  the  Revolving  Credit  Lenders, an amount in cash equal to the L/C
Exposure as of such date.  Such deposit shall be held by the Collateral Agent as
     collateral  for  the  payment  and  performance  of  the  Obligations.  The
Collateral  Agent  shall  have  exclusive  dominion  and  control, including the
exclusive  right  of  withdrawal,  over  such  account.  Other than any interest
earned  on  the  investment  of  such  deposits  in Permitted Investments, which
investments  shall  be  made at the option and sole discretion of the Collateral
Agent,  such  deposits shall not bear interest.  Interest or profits, if any, on
such investments shall accumulate in such account.  Moneys in such account shall
(i)  automatically  be  applied  by  the  Administrative  Agent to reimburse the
Issuing Bank for L/C Disbursements for which it has not been reimbursed, (ii) be
held  for  the satisfaction of the reimbursement obligations of the Borrower for
the  L/C  Exposure  at such time and (iii) if the maturity of the Loans has been
accelerated  (but  subject  to  the  consent of Revolving Credit Lenders holding
participations in outstanding Letters of Credit representing greater than 50% of
the  aggregate  undrawn amount of all outstanding Letters of Credit), be applied
to satisfy the Obligations.  If the Borrower is required to provide an amount of
cash  collateral hereunder as a result of the occurrence of an Event of Default,
such  amount  (to  the extent not applied as aforesaid) shall be returned to the
Borrower  within three Business Days after all Events of Default have been cured
or  waived.
(k)     Additional  Issuing  Banks.  The Borrower may, at any time and from time
to time with the consent of the Administrative Agent (which consent shall not be
unreasonably withheld) and such Lender, designate one or more additional Lenders
to  act  as  an  issuing  bank  under  the  terms of this Agreement.  Any Lender
designated  as an issuing bank pursuant to this paragraph (k) shall be deemed to
be  an  "Issuing  Bank" (in addition to being a Lender) in respect of Letters of
Credit  issued or to be issued by such Lender, and, with respect to such Letters
of  Credit,  such term shall thereafter apply to the other Issuing Bank and such
Lender.
ARTICLE  III

REPRESENTATIONS  AND  WARRANTIES
     Each  of  Holdings  and  the  Borrower  represents  and  warrants  to  the
Administrative  Agent,  the  Collateral  Agent, the Issuing Bank and each of the
Lenders  that:
SECTION  3.01.     Organization; Powers.  Holdings, the Borrower and each of the
Subsidiaries  (a) is duly organized, validly existing and in good standing under
the  laws  of  the jurisdiction of its organization, (b) has all requisite power
and authority to own its property and assets and to carry on its business as now
     conducted  and as proposed to be conducted, (c) is qualified to do business
in,  and  is in good standing in, every jurisdiction where such qualification is
required,  except  where  the  failure  so  to  qualify  could not reasonably be
expected  to  result  in  a  Material  Adverse Effect, and (d) has the power and
authority to execute, deliver and perform its obligations under each of the Loan
Documents  and  each other agreement or instrument contemplated thereby to which
it  is or will be a party and, in the case of the Borrower, to borrow hereunder.
SECTION  3.02.     Authorization.  The  execution,  delivery  and performance by
each  Loan Party of each of the Loan Documents and the transactions contemplated
hereby  and  thereby  (including  the borrowings hereunder, the Self Tender, the
repayment  of  all amounts outstanding or due under, and the termination of, the
Existing  Credit  Agreement  and  the  payment  of  related  fees  and expenses)
(collectively,  the  "Transactions")  (a)  have  been  duly  authorized  by  all
requisite  corporate  and,  if required, stockholder action and (b) will not (i)
violate  (A)  any  provision of law, statute, rule or regulation in any material
respect,  or  of  the  certificate  or  articles  of  incorporation  or  other
constitutive  documents  or by-laws of Holdings, the Borrower or any Subsidiary,
(B)  any order of any Governmental Authority or (C) in any material respect, any
provision  of  any  material  indenture,  agreement or other instrument to which
Holdings,  the  Borrower or any Subsidiary is a party or by which any of them or
any  material  portion of their property is or may be bound, (ii) be in conflict
with, result in a breach of or constitute (alone or with notice or lapse of time
     or  both)  a  default  under, or give rise to any right to accelerate or to
require  the  prepayment,  repurchase  or redemption of any obligation under any
such indenture, agreement or other instrument or (iii) result in the creation or
imposition  of any Lien upon or with respect to any property or assets now owned
or  hereafter  acquired  by Holdings, the Borrower or any Subsidiary (other than
any  Lien  created  hereunder  or  under  the  Security  Documents).
SECTION  3.03.     Enforceability.  This  Agreement  has  been duly executed and
delivered  by  Holdings  and  the  Borrower and constitutes, and each other Loan
Document  when  executed  and  delivered  by  each Loan Party party thereto will
constitute, a legal, valid and binding obligation of such Loan Party enforceable
     against  such  Loan  Party in accordance with its terms, subject to (a) the
effects  of  bankruptcy,  insolvency,  moratorium,  reorganization,  fraudulent
conveyance  or  other  similar  laws  affecting creditors' rights generally, (b)
general  principles  of  equity  (regardless  of  whether such enforceability is
considered  in  a  proceeding  in equity or at law) and (c) implied covenants of
good  faith  and  fair  dealing.
SECTION  3.04.     Governmental  Approvals.  No  action, consent or approval of,
registration or filing with or any other action by any Governmental Authority is
     or will be required in connection with the Transactions, except for (a) the
filing  of  Uniform  Commercial  Code  financing statements and filings with the
United  States  Patent  and  Trademark  Office  and  the United States Copyright
Office, (b) recordation of the Mortgages, (c) the filing with the Securities and
Exchange  Commission  of  the  Issuer  Tender Offer Statement and any amendments
thereto  and  (d)  such  as have been made or obtained and are in full force and
effect  or  which  are  not  material  to  the consummation of the Transactions.
SECTION  3.05.     Financial Statements.  (a)  Holdings has heretofore furnished
to the Lenders its consolidated balance sheets and related statements of income,
stockholder's  equity  and  cash  flows  (i) as of and for the fiscal year ended
December  31,  2003,  audited  by  and  accompanied  by  the  opinion  of
PricewaterhouseCoopers  LLP,  independent public accountants, and (ii) as of and
for  the  fiscal quarter and the portion of the fiscal year ended June 30, 2004,
certified  by  its  chief  financial officer.  Such financial statements present
fairly  the  financial  condition  and  results  of operations and cash flows of
Holdings  and  its  consolidated  subsidiaries  as  of  such  dates and for such
periods.  Such  balance  sheets  and  the  notes  thereto  disclose all material
liabilities, direct or contingent, of Holdings and its consolidated subsidiaries
as  of the dates thereof.  Such financial statements were prepared in accordance
with  GAAP  applied  on  a  consistent  basis.
(b)     Holdings has heretofore delivered to the Lenders its unaudited pro forma
     consolidated  balance sheet and related statements of income and cash flows
as  of  June 30, 2004, prepared giving effect to the Transactions as if they had
occurred,  with respect to such balance sheet, on such date and, with respect to
such  other financial statements, on the first day of the 12-month period ending
on  such  date.  Such  pro  forma financial statements (i) have been prepared in
good  faith  by Holdings, based on the assumptions used to prepare the pro forma
financial  information  contained  in  the  Confidential  Information Memorandum
(which  assumptions  are  believed by the Borrower on the date hereof and on the
Closing  Date  to  be  reasonable (it being understood that such assumptions are
based  on good faith estimates with respect to certain items and that the actual
amounts  of  such items on the Closing Date are subject to variation)), (ii) are
based  on  the best information available to Holdings as of the date of delivery
thereof and (iii) subject to the assumptions and qualifications described in the
Confidential  Information  Memorandum,  accurately  reflect  all  adjustments
required to be made to give effect to the Transactions and present fairly in all
material  respects  on  a  pro  forma basis the estimated consolidated financial
position  of  Holdings and its consolidated subsidiaries as of such date and for
such  period,  assuming that the Transactions had actually occurred at such date
or  at  the  beginning  of  such  period,  as  the  case  may  be.
SECTION 3.06.     No Material Adverse Change.  No event, change or condition has
     occurred  that has had, or could reasonably be expected to have, a material
adverse  effect  on  the  business,  assets, liabilities, financial condition or
results of operations of Holdings, the Borrower and the Subsidiaries, taken as a
whole,  since  December  31,  2003.
SECTION  3.07.     Title  to  Properties; Possession Under Leases.  (a)  Each of
Holdings, the Borrower and the Subsidiaries has good and marketable title to, or
     valid  leasehold  interests  in,  all  its  material  properties and assets
(including  all  Mortgaged  Property), except for minor defects in title that do
not interfere with its ability to conduct its business as currently conducted or
to  utilize  such  properties  and assets for their intended purposes.  All such
material  properties  and  assets  are free and clear of Liens, other than Liens
expressly  permitted  by  Section  6.02.
(b)     Each  of Holdings, the Borrower and the Subsidiaries has complied in all
material  respects with all obligations under all material leases to which it is
a party and all such leases are in full force and effect.  Each of Holdings, the
     Borrower  and  the  Subsidiaries enjoys peaceful and undisturbed possession
under  all  such  material  leases.
(c)     Neither  Holdings  nor  the Borrower has received any notice of, nor has
any  knowledge of, any pending or contemplated condemnation proceeding affecting
the  Mortgaged  Properties  or  any  sale  or  disposition  thereof  in  lieu of
condemnation.
(d)     None  of  Holdings, the Borrower or any of the Subsidiaries is obligated
under  any  right  of  first refusal, option or other contractual right to sell,
assign  or  otherwise dispose of any Mortgaged Property or any interest therein.
SECTION 3.08.     Subsidiaries.  Schedule 3.08 sets forth as of the Closing Date
     a  list of all Subsidiaries and the direct or indirect percentage ownership
interest  of  Holdings  or  the Borrower therein. The shares of capital stock or
other  ownership  interests  so  indicated  on  Schedule 3.08 are fully paid and
non-assessable  and  are  owned  by  Holdings  or  the  Borrower,  directly  or
indirectly,  free  and  clear  of  all Liens (other than Liens created under the
Security  Documents).
SECTION 3.09.     Litigation; Compliance with Laws.  (a)  Except as set forth on
     Schedule  3.09,  there  are  no  actions, suits or proceedings at law or in
equity  or  by  or  before  any  Governmental  Authority  now pending or, to the
knowledge  of Holdings or the Borrower, threatened against or affecting Holdings
or  the  Borrower  or  any Subsidiary or any business, property or rights of any
such person (i) that involve any Loan Document or the Transactions or (ii) as to
which there is a reasonable possibility of an adverse determination and that, if
adversely  determined,  could  reasonably  be  expected,  individually or in the
aggregate,  to  result  in  a  Material  Adverse  Effect.
(b)     Since the date of this Agreement, there has been no change in the status
     of  the  matters  disclosed  on  Schedule 3.09 that, individually or in the
aggregate,  has  resulted  in,  or  materially  increased  the  likelihood of, a
Material  Adverse  Effect.
(c)     None  of  Holdings,  the  Borrower  or any of the Subsidiaries or any of
their  respective material properties or assets is in violation of, nor will the
continued  operation  of  their  material  properties  and  assets  as currently
conducted  violate, any law, rule or regulation (including any zoning, building,
ordinance,  code  or  approval  or  any building permits) or any restrictions of
record  or  agreements  affecting  the Mortgaged Property, or is in default with
respect  to  any judgment, writ, injunction, decree or order of any Governmental
Authority,  where  such  violation  or  default  could reasonably be expected to
result  in  a  Material  Adverse  Effect.
SECTION 3.10.     Agreements.  (a)  None of Holdings, the Borrower or any of the
     Subsidiaries  is  a  party to any agreement or instrument or subject to any
corporate  restriction  that  has  resulted  or  could reasonably be expected to
result  in  a  Material  Adverse  Effect.
(b)     None  of Holdings, the Borrower or any of the Subsidiaries is in default
in  any  manner  under  any  provision  of  any  indenture or other agreement or
instrument  evidencing  Indebtedness,  or  any  other  material  agreement  or
instrument  to  which  it  is a party or by which it or any of its properties or
assets  are  or may be bound, where such default could reasonably be expected to
result  in  a  Material  Adverse  Effect.
SECTION  3.11.     Federal  Reserve  Regulations.  (a)  None  of  Holdings,  the
Borrower  or  any  of  the Subsidiaries is engaged principally, or as one of its
important  activities,  in  the  business of extending credit for the purpose of
buying  or  carrying  Margin  Stock.
(b)     No  part  of  the  proceeds  of any Loan or any Letter of Credit will be
used,  whether  directly or indirectly, and whether immediately, incidentally or
ultimately, for any purpose that entails a violation of, or that is inconsistent
     with,  the provisions of the Regulations of the Board, including Regulation
T,  U  or  X.
SECTION  3.12.     Investment  Company  Act; Public Utility Holding Company Act.
None  of Holdings, the Borrower or any Subsidiary is (a) an "investment company"
as  defined  in,  or  subject to regulation under, the Investment Company Act of
1940  or  (b) a "holding company" as defined in, or subject to regulation under,
the  Public  Utility  Holding  Company  Act  of  1935.
SECTION  3.13.     Use  of  Proceeds.  The Borrower will use the proceeds of the
Loans  and  will request the issuance of Letters of Credit only for the purposes
specified  in  the  preamble  to  this  Agreement.
SECTION  3.14.     Tax  Returns.  Each  of  Holdings,  the  Borrower  and  the
Subsidiaries has filed or caused to be filed all Federal and all material state,
local and foreign Tax returns or materials required to have been filed by it and
has  paid  or  caused  to be paid all material Taxes shown thereon to be due and
payable by it and all material assessments received by it, except Taxes that are
being contested in good faith by appropriate proceedings and for which Holdings,
the  Borrower  or  such  Subsidiary,  as  applicable, has set aside on its books
adequate  reserves.
SECTION  3.15.     No  Material  Misstatements.  None  of  (a)  the Confidential
Information  Memorandum  or  (b)  any  other  information,  report,  financial
statement,  exhibit  or  schedule  furnished  by or on behalf of Holdings or the
Borrower  to  the  Administrative  Agent  or  any  Lender in connection with the
negotiation  of  any  Loan  Document  or  included therein or delivered pursuant
thereto, when taken as a whole, 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 the light of the circumstances
under which they were, are or will be made, not 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 Holdings and the
Borrower  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.
SECTION 3.16.     Employee Benefit Plans.  Except as set forth on Schedule 3.16,
each  of  the Borrower and its ERISA Affiliates is in compliance in all material
respects  with  the  applicable  provisions  of  ERISA  and  the  Code  and  the
regulations  and  published  interpretations  thereunder.  No  ERISA  Event  has
occurred  or  is reasonably expected to occur that, when taken together with all
other  such  ERISA  Events,  could  reasonably be expected to result in material
liability  of  the  Borrower  or  any  of  its  ERISA  Affiliates.
SECTION  3.17.     Environmental  Matters.  (a)  Except as set forth on Schedule
3.17  and  except with respect to any other matters that, individually or in the
aggregate,  could  not  reasonably  be  expected to result in a Material Adverse
Effect, none of Holdings, the Borrower or any of the Subsidiaries (i) has failed
to  comply with any Environmental Law (nor will the continued operation of their
material  properties and assets as currently conducted violate any Environmental
Law) or to obtain, maintain or comply with any permit, license or other approval
required  under  any  Environmental  Law,  (ii)  has  become  subject  to  any
Environmental  Liability, (iii) has received notice of any claim with respect to
any  Environmental  Liability  or  (iv) knows of any basis for any Environmental
Liability.
(b)     Since the date of this Agreement, there has been no change in the status
     of  the  matters  disclosed  on  Schedule 3.17 that, individually or in the
aggregate,  has  resulted  in,  or  materially  increased  the  likelihood of, a
Material  Adverse  Effect.
SECTION  3.18.     Insurance.  Schedule  3.18  sets  forth  a true, complete and
correct  summary  description  of all insurance maintained by the Borrower or by
the  Borrower  for  its Subsidiaries as of the date hereof and the Closing Date.
As  of  each  such  date,  such  insurance  is  in full force and effect and all
premiums  have been duly paid.  The Borrower and the Subsidiaries have insurance
in  such  amounts  and  covering such risks and liabilities as are in accordance
with  normal  industry  practice.
SECTION  3.19.     Security  Documents.  (a)  The  Guarantee  and  Collateral
Agreement,  upon  execution  and  delivery  thereof by the parties thereto, will
create  in favor of the Collateral Agent, for the ratable benefit of the Secured
Parties,  a legal, valid and enforceable security interest in the Collateral (as
defined  in the Guarantee and Collateral Agreement) and the proceeds thereof and
(i)  when  the  Pledged  Collateral  (as defined in the Guarantee and Collateral
Agreement)  is  delivered  to  the  Collateral Agent, the Lien created under the
Guarantee  and  Collateral  Agreement  shall  constitute a fully perfected first
priority Lien on, and security interest in, all right, title and interest of the
     Loan Parties in such Pledged Collateral, in each case prior and superior in
right  to  any  other  person, and (ii) when financing statements in appropriate
form are filed in the offices specified on Schedule 3.19, the Lien created under
the  Guarantee  and  Collateral Agreement will constitute a fully perfected Lien
on,  and security interest in, all right, title and interest of the Loan Parties
in  such  Collateral  (other  than  Intellectual  Property,  as  defined  in the
Guarantee and Collateral Agreement), in each case prior and superior in right to
any  other  person,  other  than  with  respect  to Liens expressly permitted by
Section  6.02  and  Liens  having  priority  by  operation  of  law.
(b)     Upon  the  recordation  of  the Guarantee and Collateral Agreement (or a
short-form agreement thereof) with the United States Patent and Trademark Office
     and  the  United  States  Copyright  Office,  together  with  the financing
statements  in appropriate form filed in the offices specified on Schedule 3.19,
the  Guarantee  and Collateral Agreement shall constitute a fully perfected Lien
on,  and security interest in, all right, title and interest of the Loan Parties
in  the  Intellectual  Property  (as  defined  in  the  Guarantee and Collateral
Agreement) in which a security interest may be perfected by filing in the United
States  and  its territories and possessions, in each case prior and superior in
right to any other person (it being understood that subsequent recordings in the
United States Patent and Trademark Office and the United States Copyright Office
may  be  necessary  to  perfect  a  Lien  on  registered  trademarks,  trademark
applications and copyrights acquired by the Loan Parties after the date hereof).
(c)     The  Mortgages are effective to create in favor of the Collateral Agent,
for  the  ratable benefit of the Secured Parties, a legal, valid and enforceable
Lien  on  all  of  the  Loan  Parties'  right,  title and interest in and to the
Mortgaged  Property  thereunder and the proceeds thereof, and when the Mortgages
are  filed in the appropriate mortgage filing offices specified by the Borrower,
the  Mortgages shall constitute a fully perfected Lien on, and security interest
in, all right, title and interest of the Loan Parties in such Mortgaged Property
and  the proceeds thereof, in each case prior and superior in right to any other
person,  other  than  with  respect  to  the rights of persons pursuant to Liens
expressly  permitted  by  Section 6.02 and Liens having priority by operation of
law.
SECTION  3.20.     Location of Real Property and Leased Premises.  (a)  Schedule
3.20(a)  lists completely and correctly as of the Closing Date all real property
owned  by  the  Borrower  and  the  Subsidiaries and the addresses thereof.  The
Borrower  and  the  Subsidiaries  own  in fee all the real property set forth on
Schedule  3.20(a).
(b)     Schedule  3.20(b)  lists completely and correctly as of the Closing Date
all  real property leased by the Borrower and the Subsidiaries and the addresses
thereof.  The  Borrower  and  the Subsidiaries have valid leases in all the real
property  set  forth  on  Schedule  3.20(b).
SECTION  3.21.     Labor  Matters.  As  of the date hereof and the Closing Date,
there  are  no  strikes, lockouts or slowdowns against Holdings, the Borrower or
any  Subsidiary  pending  or,  to  the  knowledge  of  Holdings or the Borrower,
threatened.  The hours worked by and payments made to employees of Holdings, the
     Borrower  and  the  Subsidiaries have not been in violation in any material
respect  of the Fair Labor Standards Act or any other applicable Federal, state,
local  or foreign law dealing with such matters.  All material payments due from
Holdings,  the  Borrower  or  any Subsidiary, or for which any claim may be made
against  Holdings,  the  Borrower  or  any  Subsidiary,  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  Holdings,  the  Borrower  or such
Subsidiary.  The  consummation  of  the  Transactions  will not give rise to any
right  of  termination  or right of renegotiation on the part of any union under
any  collective  bargaining  agreement  to  which  Holdings, the Borrower or any
Subsidiary  is  bound.
SECTION  3.22.      Solvency.  Immediately  after  the  consummation  of  the
Transactions  to  occur on the Closing Date and immediately following the making
of  each Loan and after giving effect to the application of the proceeds of each
Loan, (a) the fair value of the assets of the Loan Parties, taken as a whole, at
     a  fair  valuation,  will exceed their debts and liabilities, subordinated,
contingent  or otherwise; (b) the present fair saleable value of the property of
the Loan Parties, taken as a whole, will be greater than the amount that will be
required  to  pay  the  probable liability of their debts and other liabilities,
subordinated,  contingent  or  otherwise,  as  such  debts and other liabilities
become  absolute  and  matured;  (c) the Loan Parties, taken as a whole, will be
able  to pay their debts and liabilities, subordinated, contingent or otherwise,
as  such  debts  and  liabilities  become absolute and matured; and (d) the Loan
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.
ARTICLE  IV

CONDITIONS  OF  LENDING
     The  obligations  of  the  Lenders to make Loans and of the Issuing Bank to
issue  Letters  of  Credit  hereunder  are  subject  to  the satisfaction of the
following  conditions:
SECTION  4.01.     All  Credit Events.  On the date of each Borrowing, including
each  Borrowing of a Swingline Loan and on the date of each issuance, amendment,
extension  or  renewal  of  a  Letter  of Credit (each such event being called a
"Credit  Event"):
(a)     The  Administrative Agent shall have received a notice of such Borrowing
as  required  by  Section  2.03  (or such notice shall have been deemed given in
accordance  with  Section  2.03)  or,  in  the  case of the issuance, amendment,
extension  or  renewal  of  a  Letter  of  Credit,  the  Issuing  Bank  and  the
Administrative  Agent  shall  have  received  a  notice requesting the issuance,
amendment,  extension or renewal of such Letter of Credit as required by Section
2.23(b)  or,  in  the  case  of the Borrowing of a Swingline Loan, the Swingline
Lender and the Administrative Agent shall have received a notice requesting such
     Swingline  Loan  as  required  by  Section  2.22(b).
(b)     The  representations  and warranties set forth in Article III hereof and
in  each  other Loan Document shall be true and correct in all material respects
on  and  as of the date of such Credit Event with the same effect as though made
on and as of such date, except to the extent such representations and warranties
     expressly  relate  to  an  earlier  date.
(c)     The  Borrower  and each other Loan Party shall be in compliance with all
the terms and provisions set forth herein and in each other Loan Document on its
part  to be observed or performed, and at the time of and immediately after such
Credit  Event,  no  Event  of  Default  or  Default  shall  have occurred and be
continuing.
     Each  Credit  Event  shall  be  deemed  to  constitute a representation and
warranty by the Borrower and Holdings on the date of such Credit Event as to the
matters  specified  in  paragraphs  (b)  and  (c)  of  this  Section  4.01.
SECTION  4.02.     First  Credit  Event.  On  the  Closing  Date:
(a)     The  Administrative  Agent shall have received, on behalf of itself, the
Lenders  and  the  Issuing Bank, a favorable written opinion of Latham & Watkins
LLP,  counsel  for  Holdings  and  the Borrower, substantially to the effect set
forth  in  Exhibit  F  (A)  dated the Closing Date, (B) addressed to the Issuing
Bank,  the  Administrative  Agent  and  the Lenders, and (C) covering such other
matters  relating  to  the  Loan  Documents  and  the  Transactions  as  the
Administrative  Agent  shall  reasonably  request, and Holdings and the Borrower
hereby  request  such  counsel  to  deliver  such  opinion.
(b)     All  legal  matters  incident  to  this  Agreement,  the  Borrowings and
extensions  of  credit  hereunder  and  the  other  Loan  Documents  shall  be
satisfactory  to  the  Lenders,  to  the  Issuing Bank and to the Administrative
Agent.
(c)     The  Administrative  Agent  shall  have  received  (i)  a  copy  of  the
certificate  or  articles of incorporation, including all amendments thereto, of
each  Loan Party, certified as of a recent date by the Secretary of State of the
state  of  its  organization,  and a certificate as to the good standing of each
Loan Party as of a recent date, from such Secretary of State; (ii) a certificate
of  the  Secretary  or  Assistant Secretary of each Loan Party dated the Closing
Date and certifying (A) that attached thereto is a true and complete copy of the
by-laws  of such Loan Party as in effect on the Closing Date and at all times at
and  after  adoption  of the resolutions described in clause (B) below, (B) that
attached  thereto is a true and complete copy of resolutions duly adopted by the
board  of  directors  of such Loan Party authorizing the execution, delivery and
performance  of  the  Loan Documents to which such person is a party and, in the
case  of  the Borrower, the borrowings hereunder, and that such resolutions have
not  been  modified,  rescinded or amended and are in full force and effect, (C)
that  the  certificate  or articles of incorporation of such Loan Party have not
been  amended  since  the  date  of  the  last  amendment  thereto  shown on the
certificate  of good standing furnished pursuant to clause (i) above, and (D) as
to  the  incumbency  and  specimen  signature of each officer executing any Loan
Document  or  any  other  document delivered in connection herewith on behalf of
such Loan Party; (iii) a certificate of another officer as to the incumbency and
specimen  signature  of  the  Secretary  or  Assistant  Secretary  executing the
certificate  pursuant to clause (ii) above; and (iv) such other documents as the
Lenders,  the  Issuing  Bank or the Administrative Agent may reasonably request.
(d)     The  Administrative  Agent  shall have received a certificate, dated the
Closing  Date  and signed by a Financial Officer of the Borrower, confirming (i)
compliance  with the conditions precedent set forth in paragraphs (b) and (c) of
Section  4.01,  (ii) that Holdings has received the opinion of Standard & Poor's
Corporate  Value  Consulting referred to in the Issuer Tender Offer Statement as
to  Holdings's  capital  surplus  under Delaware law and that such opinion is in
form  and substance satisfactory to the board of directors of Holdings and (iii)
that  such  Financial  Officer  has  no  reason  to  believe,  based on the best
information  available  to  Holdings  and  the  Borrower  as of the date of such
certificate,  that  any other condition to the Self Tender (other than obtaining
the  financing contemplated hereby) will not be satisfied or waived by Holdings.
(e)     The  Administrative Agent shall have received all Fees and other amounts
due  and  payable  on  or  prior  to  the Closing Date, including, to the extent
invoiced,  reimbursement or payment of all out-of-pocket expenses required to be
reimbursed  or  paid by the Borrower hereunder or under any other Loan Document.
(f)     The  Security Documents shall have been duly executed by each Loan Party
that  is  to  be  a  party  thereto and shall be in full force and effect on the
Closing  Date.  The Collateral Agent on behalf of the Secured Parties shall have
a security interest in the Collateral of the type and priority described in each
Security  Document.
(g)     The  Collateral  Agent shall have received a Perfection Certificate with
respect  to  the  Loan  Parties  dated  the  Closing Date and duly executed by a
Responsible  Officer  of  Holdings and the Borrower, and shall have received the
results  of  a  search  of  the  Uniform  Commercial Code filings (or equivalent
filings)  made  with  respect  to  the  Loan  Parties  in  the  states (or other
jurisdictions) of formation of such persons, in which the chief executive office
of  each  such  person  is  located and in the other jurisdictions in which such
persons  maintain  property,  in  each  case  as  indicated  on  such Perfection
Certificate,  together  with  copies  of  the  financing  statements (or similar
documents) disclosed by such search, and accompanied by evidence satisfactory to
the  Collateral  Agent  that the Liens indicated in any such financing statement
(or similar document) would be permitted under Section 6.02 or have been or will
be  contemporaneously  released  or  terminated.
(h)     The Administrative Agent shall have received a copy of, or a certificate
as  to  coverage  under, the insurance policies required by Section 5.02 and the
applicable provisions of the Security Documents, each of which shall be endorsed
or  otherwise  amended  to include a customary lender's loss payable endorsement
and  to  name  the Collateral Agent as additional insured, in form and substance
reasonably  satisfactory  to  the Administrative Agent and the Collateral Agent.
(i)     All  principal, premium, if any, interest, fees and other amounts due or
outstanding  under  the  Existing Credit Agreement shall have been paid in full,
the commitments thereunder terminated and all guarantees and security in support
     thereof  discharged  and  released, and the Administrative Agent shall have
received  reasonably  satisfactory  evidence  thereof.  Immediately after giving
effect  to  the  initial  Borrowing  hereunder,  Holdings,  the Borrower and the
Subsidiaries  shall  have  outstanding  no Indebtedness or preferred stock other
than  (a)  Indebtedness  outstanding  under  this  Agreement (or, in the case of
Holdings,  its Guarantee of such Indebtedness) and (b) Indebtedness set forth on
Schedule  6.01.
(j)     The  Lenders  shall  have  received the financial statements and opinion
referred  to  in  Section  3.05.
(k)     The  Lenders  shall be reasonably satisfied in all respects with the Tax
Sharing  Agreement and any other tax sharing arrangements among Holdings and its
subsidiaries  after  giving  effect  to  the  Transactions.
(l)     The  Administrative  Agent shall have received a certificate in form and
substance  reasonably satisfactory to the Administrative Agent dated the Closing
Date  and  signed  by  the  Chief  Financial Officer of Holdings, confirming the
solvency  of  Holdings and its subsidiaries on a consolidated basis after giving
effect  to  the  Transactions.
(m)     All  requisite  Governmental  Authorities  and  third parties shall have
approved  or  consented  to  the  Transactions  and  the  other  transactions
contemplated  hereby to the extent required, all applicable appeal periods shall
have  expired  and  there  shall  not  be  any pending or threatened litigation,
governmental,  administrative  or  judicial  action  that  could  reasonably  be
expected  to  restrain,  prevent  or  impose  burdensome  conditions  on  the
Transactions  or  the  other  transactions  contemplated  hereby.
(n)     The  Lenders  shall  have  received,  to  the  extent  requested,  all
documentation  and  other  information  required by regulatory authorities under
applicable "know your customer" and anti-money laundering rules and regulations,
including  the  USA  Patriot  Act.
ARTICLE  V

AFFIRMATIVE  COVENANTS
     Each  of  Holdings  and  the Borrower covenants and agrees with each Lender
that  so long as this Agreement shall remain in effect and until the Commitments
have  been  terminated  and the principal of and interest on each Loan, all Fees
and  all  other  expenses  or amounts payable under any Loan Document shall have
been  paid  in full and all Letters of Credit have been canceled or have expired
and  all  amounts drawn thereunder have been reimbursed in full (or such Letters
of  Credit  have  been  cash  collateralized  on  terms  satisfactory  to  the
Administrative Agent or are supported by Backstop Letters of Credit), unless the
Required  Lenders  shall  otherwise consent in writing, each of Holdings and the
Borrower  will,  and  will  cause  each  of  the  Subsidiaries  to:
SECTION  5.01.     Existence; Businesses and Properties.  (a)  Do or cause to be
done  all  things necessary to preserve, renew and keep in full force and effect
its legal existence, except as otherwise expressly permitted under Section 6.05.
(b)     Do  or cause to be done all things necessary to obtain, preserve, renew,
extend  and  keep  in  full  force  and  effect  the  rights, licenses, permits,
franchises,  authorizations,  patents,  copyrights,  trademarks  and trade names
necessary  to the conduct of its business; maintain and operate such business in
substantially the manner in which it is presently conducted and operated; comply
     in  all  material respects with all applicable laws, rules, regulations and
decrees  and  orders  of  any  Governmental  Authority, whether now in effect or
hereafter enacted; and at all times maintain and preserve all property necessary
to  the  conduct of such business and keep such property in good repair, working
order  and  condition  (ordinary  wear  and tear excepted) and from time to time
make,  or cause to be made, all needful and proper repairs, renewals, additions,
improvements  and  replacements  thereto  necessary  in  order that the business
carried  on  in  connection  therewith  may  be properly conducted at all times.
SECTION  5.02.     Insurance.  (a)  Keep  its  insurable  properties  adequately
insured  at all times by financially sound and reputable insurers; maintain such
other insurance, to such extent and against such risks, including fire and other
     risks  insured against by extended coverage, as is customary with companies
in  the  same  or similar businesses operating in the same or similar locations,
including  commercial  general  liability  insurance against claims for personal
injury  or  death  or property damage occurring upon, in, about or in connection
with the use of any properties owned, occupied or controlled by it; and maintain
such  other  insurance  as  may  be  required  by  law.
(b)     Cause  all  such  policies  covering  any  Collateral  to be endorsed or
otherwise  amended  to include a customary lender's loss payable endorsement, in
form  and  substance reasonably satisfactory to the Administrative Agent and the
Collateral  Agent,  which  endorsement  shall  provide  that, from and after the
Closing  Date,  if the insurance carrier shall have received written notice from
the  Administrative  Agent or the Collateral Agent of the occurrence of an Event
of  Default,  the  insurance carrier shall pay all proceeds otherwise payable to
the  Borrower  or  any  other  Loan  Party  under  such policies directly to the
Collateral  Agent until the insurance carrier shall have received written notice
from  the Administrative Agent or the Collateral Agent that no Events of Default
are continuing, after which time the insurance carrier shall pay all proceeds to
     the  Borrower  or  other  Loan Parties, as applicable, until receipt by the
insurance  carrier  of another notice of an Event of Default as provided herein;
cause all such policies to provide that neither the Borrower, the Administrative
Agent,  the Collateral Agent nor any other party shall be a coinsurer thereunder
and  to  contain  a  "Replacement  Cost  Endorsement", without any deduction for
depreciation,  and  such  other  provisions  as  the Administrative Agent or the
Collateral  Agent  may  reasonably  require  from  time to time to protect their
interests;  deliver  original  or  certified  copies  of  all such policies or a
certificate  of  an  insurance  broker reasonably satisfactory to the Collateral
Agent  to  the Collateral Agent; cause each such policy to provide that it shall
not  be canceled, modified or not renewed (i) by reason of nonpayment of premium
upon  not  less than 10 days' prior written notice thereof by the insurer to the
Administrative  Agent  and the Collateral Agent (giving the Administrative Agent
and  the Collateral Agent the right to cure defaults in the payment of premiums)
or  (ii)  for  any other reason upon not less than 30 days' prior written notice
thereof  by  the  insurer  to the Administrative Agent and the Collateral Agent;
deliver  to the Administrative Agent and the Collateral Agent, together with the
delivery  of the financial statements required by Section 5.04(a) or (b), a copy
of  any  renewal or replacement policy entered into during the applicable period
(or  other  evidence  of  renewal  of  a  policy  previously  delivered  to  the
Administrative Agent and the Collateral Agent), or an insurance certificate with
respect thereto, together with evidence satisfactory to the Administrative Agent
and  the  Collateral  Agent  of  payment  of  the  premium  therefor.
(c)     If  at  any  time  the  area  in  which  the Premises (as defined in the
Mortgages)  are  located  is  designated  (i) a "flood hazard area" in any Flood
Insurance  Rate Map published by the Federal Emergency Management Agency (or any
successor  agency),  obtain  flood  insurance  in  such  total  amount  as  the
Administrative Agent, the Collateral Agent or the Required Lenders may from time
     to  time  require,  and  otherwise comply with the National Flood Insurance
Program  as set forth in the Flood Disaster Protection Act of 1973, as it may be
amended  from time to time, or (ii) a "Zone 1" area, obtain earthquake insurance
in  such  total  amount as the Administrative Agent, the Collateral Agent or the
Required  Lenders  may  from time to time reasonably require (provided that such
insurance  is  available  on  commercially  reasonable  terms).
(d)     With respect to any Mortgaged Property, carry and maintain comprehensive
general  liability  insurance  including  the  "broad  form CGL endorsement" and
coverage  on  an  occurrence  basis  against  claims  made  for  personal injury
(including  bodily  injury,  death  and  property damage) and umbrella liability
insurance against any and all claims, in no event for a combined single limit of
less  than  $1,500,000, naming the Collateral Agent as an additional insured, on
forms  reasonably  satisfactory  to  the  Collateral  Agent.
(e)     Notify  the  Administrative  Agent  and  the  Collateral  Agent promptly
whenever  any separate insurance concurrent in form or contributing in the event
of loss with that required to be maintained under this Section 5.02 is taken out
by  the  Borrower;  and  deliver  to the Administrative Agent and the Collateral
Agent  a  duplicate  original  copy  of  such policy or policies or an insurance
certificate  with  respect  thereto  together with the delivery of the financial
statements  required  by  Section  5.04(a)  or  (b)  for  the applicable period.
SECTION  5.03.     Taxes  and  Certain  Obligations.  Pay and discharge promptly
when due all Federal and all material state, local or foreign Taxes, assessments
     and  governmental  charges  or levies imposed upon it or upon its income or
profits  or  in respect of its property, before the same shall become delinquent
or in default, as well as all lawful claims for labor, materials and supplies or
otherwise that, if unpaid, might give rise to a Lien upon such properties or any
part  thereof;  provided,  however, that such payment and discharge shall not be
required with respect to any such tax, assessment, charge, levy or claim so long
as  the  validity  or  amount  thereof  is  being  contested  in  good  faith by
appropriate  proceedings  and  the  Borrower has set aside on its books adequate
reserves  with respect thereto in accordance with GAAP and such contest operates
to suspend collection of the contested obligation, Tax, assessment or charge and
enforcement of a Lien and, in the case of a Mortgaged Property, there is no risk
of  forfeiture  of  such  property.
SECTION  5.04.     Financial Statements, Reports, etc.  In the case of Holdings,
furnish  to  the  Administrative  Agent  for  each  Lender:
(a)     within  90  days  after  the  end  of each fiscal year, its consolidated
balance  sheet  and  related statements of income, stockholders' equity and cash
flows  showing  the  financial  condition  of  Holdings  and  its  consolidated
subsidiaries  as  of  the  close  of  such  fiscal  year  and the results of its
operations  and  the  operations of such subsidiaries during such year, together
with  comparative figures for the immediately preceding fiscal year, all audited
by  PricewaterhouseCoopers  LLP  or  other  independent  public  accountants  of
recognized  national  standing and accompanied by an opinion of such accountants
(which  opinion  shall  be  without  a  "going concern" or like qualification or
exception  and  without  any  qualification or exception as to the scope of such
audit)  to the effect that such consolidated financial statements fairly present
the  financial  condition  and  results  of  operations  of  Holdings  and  its
consolidated  subsidiaries  on  a  consolidated  basis  in  accordance with GAAP
consistently  applied;
(b)     within  45 days after the end of each of the first three fiscal quarters
of  each  fiscal  year, its consolidated balance sheet and related statements of
income,  stockholders'  equity and cash flows showing the financial condition of
Holdings  and  its  consolidated  subsidiaries  as  of  the close of such fiscal
quarter  and  the  results  of  its  operations  and  the  operations  of  such
subsidiaries  during  such  fiscal  quarter  and the then elapsed portion of the
fiscal  year,  and  comparative  figures for the same periods in the immediately
preceding  fiscal year, all certified by one of its Financial Officers as fairly
presenting the financial condition and results of operations of Holdings and its
     consolidated  subsidiaries  on a consolidated basis in accordance with GAAP
consistently  applied,  subject  to  normal  year-end  audit  adjustments;
(c)     (i)  concurrently  with  any  delivery  of  financial  statements  under
paragraph  (a)  or (b) above, a certificate of the Financial Officer of Holdings
certifying  such  statements  (x) certifying that no Event of Default or Default
has occurred or, if such an Event of Default or Default has occurred, specifying
the  nature and extent thereof and any corrective action taken or proposed to be
taken  with  respect  thereto  and  (y) setting forth computations in reasonable
detail  satisfactory  to  the Administrative Agent demonstrating compliance with
the  covenants  contained in Sections 6.06, 6.10, 6.11 and 6.12 and, in the case
of  a  certificate delivered with the financial statements required by paragraph
(a) above, setting forth the Borrower's calculation of Excess Cash Flow and (ii)
concurrently  with  any  delivery  of  financial  statements under paragraph (a)
above,  a  certificate  of the accounting firm opining on such statements (which
certificate,  when furnished by an accounting firm, may be limited to accounting
matters  and  disclaim  responsibility for legal interpretations) (x) certifying
that  such accounting firm has reviewed the terms of this Agreement and (y) that
nothing  has  come  to  their  attention that constitutes an Event of Default or
Default;
(d)     no more than 15 days after approval thereof by the board of directors of
Holdings (and, in any event, within 45 days after the end of each fiscal year of
Holdings),  a  detailed  consolidated  budget  for such fiscal year (including a
projected  consolidated  balance  sheet  and  related  statements  of  projected
operations  and cash flows as of the end of and for such fiscal year and setting
forth  the assumptions used for purposes of preparing such budget) and, promptly
when  available,  any  significant  revisions  of  such  budget;
(e)     promptly  after  the  same  become  publicly  available,  copies  of all
periodic  and  other  reports,  proxy  statements  and  other materials filed by
Holdings,  the  Borrower  or  any  Subsidiary  with  the Securities and Exchange
Commission,  or  any  Governmental  Authority  succeeding  to  any or all of the
functions  of  said  Commission,  or  with  any national securities exchange, or
distributed  to  its  shareholders,  as  the  case  may  be;
(f)     promptly after the receipt thereof by Holdings or the Borrower or any of
their respective subsidiaries, a copy of any "management letter" received by any
such  person from its certified public accountants and the management's response
thereto;
(g)     promptly  after  the  request by any Lender, all documentation and other
information  that  such  Lender  reasonably requests in order to comply with its
ongoing  obligations  under  applicable  "know  your  customer"  and  anti-money
laundering  rules  and  regulations,  including  the  USA  Patriot  Act;  and
(h)     promptly,  from  time  to  time,  such  other  information regarding the
operations,  business  affairs and financial condition of Holdings, the Borrower
or  any  Subsidiary,  or  compliance with the terms of any Loan Document, as the
Administrative  Agent  or  any  Lender  may  reasonably  request.
SECTION  5.05.     Litigation  and Other Notices.  Furnish to the Administrative
Agent,  the Issuing Bank and each Lender prompt written notice of the following:
(a)     any  Event  of  Default  or  Default,  specifying  the nature and extent
thereof  and  the  corrective action (if any) taken or proposed to be taken with
respect  thereto;
(b)     the  filing  or commencement of, or any threat or notice of intention of
any  person  to file or commence, any action, suit or proceeding, whether at law
or in equity or by or before any Governmental Authority, against the Borrower or
any  Affiliate thereof that could reasonably be expected to result in a Material
Adverse  Effect;
(c)     the occurrence of any ERISA Event that, alone or together with any other
     ERISA  Events that have occurred, could reasonably be expected to result in
liability  of the Borrower and the Subsidiaries in an aggregate amount exceeding
$2,500,000;  and
(d)     any development that has resulted in, or could reasonably be expected to
result  in,  a  Material  Adverse  Effect.
SECTION  5.06.     Information  Regarding  Collateral.  (a)  Furnish  to  the
Administrative Agent prompt written notice of any change (i) in any Loan Party's
     legal  name,  (ii)  in the jurisdiction of organization or formation of any
Loan  Party,  (iii)  in  any  Loan  Party's  identity or type of organization or
corporate  structure or (iv) in any Loan Party's Federal Taxpayer Identification
Number or organizational identification number.  Holdings and the Borrower agree
not  to effect or permit any change referred to in the preceding sentence unless
all  filings  have been made under the Uniform Commercial Code or otherwise that
are  required  in  order  for  the  Collateral  Agent  to  continue at all times
following  such change to have a valid, legal and perfected security interest in
all the Collateral.  Holdings and the Borrower also agree promptly to notify the
Administrative  Agent  if  any  material portion of the Collateral is damaged or
destroyed.
(b)     In  the  case  of  Holdings  and the Borrower, each year, at the time of
delivery of the annual financial statements with respect to the preceding fiscal
     year  pursuant  to  Section  5.04(a), deliver to the Administrative Agent a
certificate  of  a  Responsible  Officer  setting forth the information required
pursuant  to  the  Perfection  Certificate  or confirming that there has been no
change  in  such  information  since  the  date  of  the  Perfection Certificate
delivered  on  the  Closing  Date  or  the  date  of the most recent certificate
delivered  pursuant  to  this  Section  5.06.
SECTION  5.07.     Maintaining  Records;  Access  to Properties and Inspections;
Maintenance  of  Ratings.  (a)  Keep proper books of record and account in which
full,  true  and correct entries in conformity with GAAP and all requirements of
law  are  made  of all dealings and transactions in relation to its business and
activities.  Each  Loan  Party will, and will cause each of its subsidiaries to,
permit  any representatives designated by the Administrative Agent (or, upon the
occurrence  and  during the continuation of any Event of Default, any Lender) to
visit  and  inspect  the  financial records and the properties of such person at
reasonable  times  during  normal  business  hours  and  as  often as reasonably
requested  and  to  make extracts from and copies of such financial records, and
permit  any representatives designated by the Administrative Agent (or, upon the
occurrence  and  during the continuation of any Event of Default, any Lender) to
discuss  the  affairs,  finances  and condition of such person with the officers
thereof  and independent accountants therefor (provided that an officer or other
member  of management of the Borrower shall be afforded a reasonable opportunity
to  be  present  during  any  discussions  with  such  accountants).
(b)     In  the  case  of Holdings and the Borrower, use commercially reasonable
effects  to  cause  the  Credit  Facilities  to be continuously rated by S&P and
Moody's,  and  provide  all  information  regarding  the  business and financial
condition  of  Holdings  and its subsidiaries as any such ratings agency (or any
successor  thereto)  may  from  time  to  time  reasonably request in connection
therewith.
SECTION  5.08.     Use  of  Proceeds.  Use the proceeds of the Loans and request
the  issuance  of  Letters  of  Credit  only  for  the purposes set forth in the
preamble  to  this  Agreement.
SECTION  5.09.     Further  Assurances.  Execute  any and all further documents,
financing  statements,  agreements  and instruments, and take all further action
(including  filing  Uniform  Commercial  Code  and  other  financing statements,
mortgages and deeds of trust) that may be required under applicable law, or that
     the  Required Lenders, the Administrative Agent or the Collateral Agent may
reasonably  request, in order to effectuate the transactions contemplated by the
Loan Documents and in order to grant, preserve, protect and perfect the validity
and  first  priority of the security interests created or intended to be created
by the Security Documents.  The Borrower will cause any subsequently acquired or
organized  Domestic Subsidiary to become a Loan Party by executing the Guarantee
and  Collateral  Agreement and each applicable Security Document in favor of the
Collateral  Agent.  In  addition,  from  time to time, the Borrower will, at its
cost  and  expense,  promptly secure the Obligations by pledging or creating, or
causing  to  be pledged or created, perfected security interests with respect to
such  of  its  assets and properties as the Administrative Agent, the Collateral
Agent  or  the  Required Lenders shall designate (it being understood that it is
the intent of the parties that the Obligations shall be secured by substantially
all  the  assets  of Holdings, the Borrower and its Subsidiaries (including real
and other properties acquired subsequent to the Closing Date, but excluding real
properties  having  a  value less than the threshold specified below, immaterial
leasehold properties, motor vehicles and other categories of assets that are not
included  in  the security interest granted under the terms of the Guarantee and
Collateral Agreement)).  Such security interests and Liens will be created under
the  Security Documents and other security agreements, mortgages, deeds of trust
and  other  instruments  and documents in form and substance satisfactory to the
Collateral Agent, and the Borrower shall deliver or cause to be delivered to the
Lenders  all  such  instruments  and  documents (including legal opinions, title
insurance  policies  and lien searches) as the Collateral Agent shall reasonably
request  to  evidence  compliance  with  this  Section.  The  Borrower agrees to
provide such evidence as the Collateral Agent shall reasonably request as to the
perfection  and  priority  status  of  each such security interest and Lien.  In
furtherance  of  the  foregoing,  the  Borrower  will  give prompt notice to the
Administrative  Agent of the acquisition by it or any of the Subsidiaries of any
real  property  (or  any  interest in real property) having a value in excess of
$500,000.
SECTION  5.10.     Interest  Rate  Protection.  No later than the 60th day after
the  Closing  Date  (or such later date not more than 105 days after the Closing
Date  as  the  Administrative  Agent  in its discretion may agree), the Borrower
shall  enter  into,  and for a minimum of two years thereafter maintain, Hedging
Agreements acceptable to the Administrative Agent that result in at least 50% of
the  aggregate  principal  amount  of  its  funded long-term Indebtedness on the
Closing Date (after giving effect to the Borrowings hereunder) being effectively
subject  to  a  fixed  or maximum interest rate acceptable to the Administrative
Agent.
ARTICLE  VI

NEGATIVE  COVENANTS
     Each  of  Holdings  and  the Borrower covenants and agrees with each Lender
that, so long as this Agreement shall remain in effect and until the Commitments
have  been  terminated  and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document have been paid
in  full  and  all Letters of Credit have been cancelled or have expired and all
amounts drawn thereunder have been reimbursed in full (or such Letters of Credit
have  been cash collateralized on terms satisfactory to the Administrative Agent
or  are  supported  by  Backstop Letters of Credit), unless the Required Lenders
shall  otherwise consent in writing, neither Holdings nor the Borrower will, nor
will  they  cause  or  permit  any  of  the  Subsidiaries  to:
SECTION  6.01.     Indebtedness.  Incur,  create,  assume or permit to exist any
Indebtedness,  except:
(a)     Indebtedness existing on the date hereof and set forth in Schedule 6.01;
(b)     Indebtedness  created  hereunder  and  under  the  other Loan Documents;
(c)     intercompany  Indebtedness  of  the Borrower and the Subsidiaries to the
extent  permitted  by  Section  6.04(c);
(d)     Indebtedness  of  the Borrower or any Subsidiary incurred to finance the
acquisition,  construction  or  improvement  of any fixed or capital assets, and
extensions,  renewals  and  replacements  of  any  such Indebtedness that do not
increase  the  outstanding  principal  amount  thereof;  provided  that (i) such
Indebtedness  is  incurred prior to or within 120 days after such acquisition or
the  completion  of  such  construction  or  improvement  and (ii) the aggregate
principal  amount  of  Indebtedness  permitted  by  this  Section  6.01(d), when
combined  with  the  aggregate principal amount of all Capital Lease Obligations
and  Synthetic Lease Obligations incurred pursuant to Section  6.01(e) shall not
exceed  $5,000,000  at  any  time  outstanding;
(e)     Capital  Lease  Obligations  and  Synthetic  Lease  Obligations  in  an
aggregate principal amount, when combined with the aggregate principal amount of
all  Indebtedness  incurred  pursuant  to  Section  6.01(d),  not  in  excess of
$5,000,000  at  any  time  outstanding;
(f)     Indebtedness  under  performance,  statutory, surety, appeal, customs or
similar  bonds  or  obligations or with respect to workers' compensation claims,
unemployment  insurance  claims  and  claims under other social security laws or
regulations,  in  each  case  incurred  in  the  ordinary  course  of  business;
(g)     Indebtedness  under  or  in  respect  of Hedging Agreements that are not
speculative  in  nature;
(h)     Indebtedness  arising  from  the  honoring  by a bank or other financial
institution  of  a check, draft or similar instrument drawn against insufficient
funds  in  the  ordinary course of business or other cash management services in
the ordinary course of business; provided that such Indebtedness is extinguished
     within  five  Business  Days  of  its  incurrence;
(i)     Indebtedness  acquired  or  assumed by the Borrower or any Subsidiary in
connection  with  any Permitted Acquisition in an aggregate principal amount not
in  excess  of  $5,000,000 at any time outstanding; provided, however, that such
Indebtedness  existed  at  the  time  of  such Permitted Acquisition and was not
created  in  connection  therewith  or  in  contemplation  thereof;
(j)     Indebtedness  to insurance carriers representing the deferred payment of
premiums to such insurance carriers incurred in the ordinary course of business;
(k)     Indebtedness  incurred  to  extend,  renew or refinance any Indebtedness
described  in  Section  6.01(a),  (d),  (e) or (i) ("Refinancing Indebtedness");
provided,  however,  that  (i)  such Refinancing Indebtedness is in an aggregate
principal  amount  not  greater  than  the  aggregate  principal  amount  of the
Indebtedness  being  extended,  renewed  or  refinanced,  plus the amount of any
interest,  premiums  or  penalties  required  to  be  paid thereon plus fees and
expenses associated therewith, (ii) such Refinancing Indebtedness has a later or
equal  final  maturity  and  a longer or equal weighted average life to maturity
than  the  Indebtedness  being  extended,  renewed  or  refinanced, (iii) if the
Indebtedness  being  extended,  renewed  or  refinanced  is  subordinated to the
Obligations,  the Refinancing Indebtedness is subordinated to the Obligations on
terms  no  less  favorable  to the Lenders than the Indebtedness being extended,
renewed  or  refinanced,  (iv)  only the obligors in respect of the Indebtedness
being  extended, renewed or refinanced may become obligated with respect to such
Refinancing  Indebtedness and (v) the non-economic covenants, events of default,
remedies  and  other provisions of the Refinancing Indebtedness, when taken as a
whole, shall be materially no less favorable to the Lenders than those contained
in  the  Indebtedness  being  extended,  renewed  or  refinanced;  and
(l)     other  Indebtedness  of the Borrower or the Subsidiaries in an aggregate
principal  amount  not  exceeding  $25,000,000  at  any  time  outstanding.
SECTION  6.02.     Liens.  Create,  incur, assume or permit to exist any Lien on
any  property  or  assets (including Equity Interests or other securities of any
person,  including  any  Subsidiary) now owned or hereafter acquired by it or on
any  income  or  revenues  or  rights  in  respect  of  any  thereof,  except:
(a)     Liens  on  property  or  assets  of  the  Borrower  and its Subsidiaries
existing  on  the date hereof and set forth in Schedule 6.02; provided that such
Liens  shall  secure only those obligations which they secure on the date hereof
and  extensions,  renewals  and  replacements  thereof  permitted  hereunder;
(b)     any  Lien  created  under  the  Loan  Documents;
(c)     any  Lien  existing  on  any  property or asset prior to the acquisition
thereof  by  the  Borrower or any Subsidiary; provided that (i) such Lien is not
created  in  contemplation  of or in connection with such acquisition, (ii) such
Lien  does  not  apply  to  any  other property or assets of the Borrower or any
Subsidiary  and  (iii)  such  Lien  does  not materially interfere with the use,
occupancy  and  operation  of  any  Mortgaged  Property;
(d)     Liens  for  taxes not yet due or which are being contested in compliance
with  Section  5.03;
(e)     carriers',  warehousemen's,  mechanics',  materialmen's,  repairmen's or
other  like  Liens  arising  in  the  ordinary  course  of business and securing
obligations  that  are  not  due  and  payable  or  which are being contested in
compliance  with  Section  5.03;
(f)     pledges  and  deposits  made  in  the  ordinary  course  of  business in
compliance  with workmen's compensation, unemployment insurance and other social
security  laws  or  regulations;
(g)     deposits  to secure the performance of bids, trade contracts (other than
for  Indebtedness),  leases  (other  than  Capital Lease Obligations), statutory
obligations, surety and appeal bonds, performance bonds, customs bonds and other
obligations  of  a  like  nature  incurred  in  the ordinary course of business;
(h)     zoning  restrictions,  easements,  rights-of-way, restrictions on use of
real  property and other similar encumbrances incurred in the ordinary course of
business  which,  in  the  aggregate,  are  not substantial in amount and do not
materially  detract  from the value of the property subject thereto or interfere
with  the  ordinary  conduct  of  the  business  of  the  Borrower or any of its
Subsidiaries;
(i)     purchase money security interests in real property, improvements thereto
or  equipment  hereafter acquired (or, in the case of improvements, constructed)
by  the  Borrower  or  any Subsidiary; provided that (i) such security interests
secure  Indebtedness permitted by Section 6.01, (ii) such security interests are
incurred, and the Indebtedness secured thereby is created, within 120 days after
such  acquisition (or construction), (iii) the Indebtedness secured thereby does
not  exceed 100% of the lesser of the cost or the fair market value of such real
property,  improvements  or  equipment  at  the  time  of  such  acquisition (or
construction)  and  (iv)  such  security  interests  do  not  apply to any other
property  or  assets  of  the  Borrower  or  any  Subsidiary;
(j)     any  interest  or  title  of  a  lessor  or licensor under any leases or
licenses  entered  into by the Borrower or any Subsidiary in the ordinary course
of  business;
(k)     Liens  arising  solely  by  virtue of statutory or common law provisions
relating  to  banker's  liens,  rights  of  set-off  or  similar  rights;
(l)     Liens  that  are  contractual  rights  of  set-off  (i)  relating to the
establishment  of  depository  relations with banks not given in connection with
the  incurrence  of  Indebtedness  or  (ii)  relating to pooled deposit or sweep
accounts  of  the  Borrower  or  any  Subsidiary  to  permit the satisfaction of
overdraft  or similar obligations incurred in the ordinary course of business of
the  Borrower  and  the  Subsidiaries;
(m)     Liens  of  customs and revenue authorities arising as a matter of law to
secure  payment  of  customs duties in connection with the importation of goods;
(n)     Liens securing obligations in respect of trade-related letters of credit
     or  trade-related  bankers  acceptances  issued  in  the ordinary course of
business  of  the  Borrower or the Subsidiaries, in each case covering the goods
(or the documents of title in respect of such goods) financed by such letters of
credit  or  bankers  acceptances and the proceeds and products thereof; provided
that such Liens secure only the obligations of the Borrower or any Subsidiary in
respect of such letters of credit or bankers acceptances to the extent permitted
under  Section  6.01;
(o)     Liens  arising  out of judgments or awards in respect of which Holdings,
the  Borrower  or  any of the Subsidiaries shall in good faith be prosecuting an
appeal  or  proceedings  for review in respect of which there shall be secured a
subsisting  stay  of execution pending such appeal or proceedings; provided that
the  aggregate amount of all such judgments or awards (and any cash and the fair
market  value  of any property subject to such Liens) does not exceed $5,000,000
at  any  time  outstanding;  and
(p)     other  Liens  that  do  not,  individually  or  in the aggregate, secure
obligations  (or  encumber  property  with  a  fair  market  value) in excess of
$5,000,000  at  any  one  time.
SECTION 6.03.     Sale and Lease-Back Transactions.  Enter into any arrangement,
     directly  or  indirectly, with any person whereby it shall sell or transfer
any  property,  real  or  personal,  used or useful in its business, whether now
owned or hereafter acquired, and thereafter rent or lease such property or other
property  which it intends to use for substantially the same purpose or purposes
as  the  property being sold or transferred unless (a) the sale of such property
is  permitted  by  Section 6.05 and (b) any Capital Lease Obligations, Synthetic
Lease  Obligations  or  Liens  arising  in connection therewith are permitted by
Sections  6.01  and  6.02,  as  the  case  may  be.
SECTION  6.04.     Investments,  Loans  and Advances.  Purchase, hold or acquire
any  Equity Interests, evidences of indebtedness or other securities of, make or
permit  to  exist  any  loans  or  advances  to,  or make or permit to exist any
investment  or  any  other  interest  in,  any  other  person,  except:
(a)     (i)  investments by Holdings, the Borrower and the Subsidiaries existing
on  the date hereof in the Equity Interests of the Borrower and the Subsidiaries
and  (ii)  additional investments by Holdings, the Borrower and the Subsidiaries
in  the Equity Interests of the Borrower and the Subsidiaries; provided that (A)
any  such Equity Interests held by a Loan Party shall be pledged pursuant to the
Guarantee  and  Collateral  Agreement  (subject to the limitations applicable to
voting  stock of a Foreign Subsidiary referred to therein) and (B) the aggregate
amount of investments by Loan Parties in, and loans and advances by Loan Parties
     to,  Subsidiaries  that  are not Loan Parties (determined without regard to
any write-downs or write-offs of such investments, loans and advances) shall not
exceed  $2,500,000  at  any  time  outstanding;
(b)     Permitted  Investments;
(c)     loans or advances made by the Borrower to any Subsidiary and made by any
Subsidiary  to Holdings, the Borrower or any other Subsidiary; provided that (i)
any  such  loans  and  advances  made  by  a  Loan Party shall be evidenced by a
promissory  note  pledged to the Collateral Agent for the ratable benefit of the
Secured  Parties pursuant to the Guarantee and Collateral Agreement and (ii) the
amount  of such loans and advances made by Loan Parties to Subsidiaries that are
not  Loan  Parties  shall  be  subject to the limitation set forth in clause (a)
above;
(d)     investments received in connection with the bankruptcy or reorganization
of,  or  settlement  of  delinquent  accounts  and  disputes with, customers and
suppliers,  in  each  case  in  the  ordinary  course  of  business;
(e)     the  Borrower  and  the  Subsidiaries may make loans and advances in the
ordinary  course  of  business  to  their  respective  employees  so long as the
aggregate  principal  amount thereof at any time outstanding (determined without
regard  to  any  write-downs or write-offs of such loans and advances) shall not
exceed  $750,000;
(f)     the  Borrower may enter into Hedging Agreements that (i) are required by
Section  5.10  or  (ii)  are not speculative in nature and are related to income
derived  from  foreign operations of the Borrower or any Subsidiary or otherwise
related  to  purchases  from  foreign  suppliers;
(g)     the  Borrower or any Subsidiary may acquire all or substantially all the
assets  of a person or line of business of such person, or not less than 100% of
the  Equity Interests of a person (referred to herein as the "Acquired Entity");
provided  that  (i)  such  acquisition was not preceded by an unsolicited tender
offer for such Equity Interests by, or proxy contest initiated by, Holdings, the
     Borrower  or any Subsidiary; (ii) the Acquired Entity shall be in a similar
line  of  business  as  that  of  the Borrower and the Subsidiaries as conducted
during  the current and most recent calendar year; and (iii) at the time of such
transaction (A) both before and after giving effect thereto, no Event of Default
or  Default  shall have occurred and be continuing; (B) the Borrower would be in
compliance with the covenants set forth in Sections 6.11 and 6.12 as of the most
recently  completed  period  of four consecutive fiscal quarters ending prior to
such transaction for which the financial statements and certificates required by
Section  5.04(a)  or  (b)  and  Section 5.04(c) have been delivered or for which
comparable financial statements have been filed with the Securities and Exchange
Commission,  after  giving pro forma effect to such transaction and to any other
event  occurring  after  such  period  as  to  which  pro forma recalculation is
appropriate  (including  any other transaction described in this Section 6.04(g)
occurring after such period) as if such transaction had occurred as of the first
day  of  such period; (C) after giving effect to such acquisition, there must be
at  least  $10,000,000 of unused and available Revolving Credit Commitments; and
(D)  the  total  consideration  paid in connection with such acquisition and any
other  acquisitions pursuant to this Section 6.04(g) (including any Indebtedness
of  the  Acquired  Entity  that  is  assumed  by  the Borrower or any Subsidiary
following  such  acquisition) shall not in the aggregate exceed $50,000,000 (any
acquisition  of  an  Acquired  Entity  meeting  all the criteria of this Section
6.04(g)  being  referred  to  herein  as  a  "Permitted  Acquisition");
(h)     investments,  loans  and  advances  existing  on the date hereof and set
forth  on  Schedule  6.04;
(i)     the  Borrower  and any Subsidiary may acquire and hold receivables owing
to  it, if created or acquired in the ordinary course of business and payable or
dischargeable  in accordance with customary trade terms (including the dating of
receivables)  of  the  Borrower  or  such  Subsidiary;
(j)     Holdings  may  acquire the Offer to Purchase Shares pursuant to the Self
Tender;
(k)     investments arising out of the receipt by the Borrower or any Subsidiary
     of  non-cash  consideration  for  an  Asset Sale to the extent permitted by
Section  6.05;
(l)     investments  by  any  person  existing  at the time such person became a
Subsidiary;  provided,  however,  that  all such investments existed at the time
such  person  became  a  Subsidiary  and were not made or incurred in connection
therewith  or  in  contemplation  thereof;  and
(m)     in  addition  to  investments  permitted  by  paragraphs (a) through (l)
above,  additional  investments,  loans  and  advances  by  the Borrower and the
Subsidiaries  (other  than  investments,  loans  and  advances  to  Foreign
Subsidiaries)  so  long  as  the  aggregate  amount invested, loaned or advanced
pursuant  to this paragraph (m) (determined without regard to any write-downs or
write-offs  of such investments, loans and advances) does not exceed $15,000,000
in  the  aggregate.
SECTION  6.05.     Mergers,  Consolidations,  Sales  of Assets and Acquisitions.
(a)  Merge into or consolidate with any other person, or permit any other person
     to merge into or consolidate with it, or sell, transfer, lease or otherwise
dispose  of  (in  one  transaction  or  in  a  series  of  transactions)  all or
substantially  all  the  assets (whether now owned or hereafter acquired) of the
Borrower  or  less than all the Equity Interests of any Subsidiary, or purchase,
lease  or otherwise acquire (in one transaction or a series of transactions) all
or  any  substantial part of the assets of any other person, except that (i) the
Borrower  and  any  Subsidiary  may  purchase and sell inventory in the ordinary
course  of business and (ii) if at the time thereof and immediately after giving
effect  thereto  no  Event  of  Default  or  Default  shall have occurred and be
continuing  (x)  any  wholly  owned  Subsidiary may merge into the Borrower in a
transaction  in  which the Borrower is the surviving corporation, (y) any wholly
owned  Subsidiary  may  merge  into  or  consolidate with any other wholly owned
Subsidiary  in  a  transaction  in  which the surviving entity is a wholly owned
Subsidiary  and  no  person other than the Borrower or a wholly owned Subsidiary
receives  any  consideration (provided that if any party to any such transaction
is a Loan Party, the surviving entity of such transaction shall be a Loan Party)
and  (z)  the  Borrower  and  the  Subsidiaries may make Permitted Acquisitions.
(b)     Engage  in  any Asset Sale otherwise permitted under paragraph (a) above
unless  (i)  such  Asset Sale is for consideration at least 75% of which is cash
(or  the  assets  are  exchanged  substantially  simultaneously  for  similar
replacement  assets),  (ii)  such  consideration  is  at least equal to the fair
market  value  of  the assets being sold, transferred, leased or disposed of and
(iii)  the fair market value of all assets sold, transferred, leased or disposed
of  pursuant to this paragraph (b) shall not exceed (x) $2,500,000 in any fiscal
year  or  (y)  $10,000,000  in  the  aggregate  (provided,  however,  that up to
$10,000,000  in  proceeds  from the sale or other disposition by the Borrower of
the  Equity Interests in the ChoiceParts JV held by the Borrower shall be not be
counted for purposes of determining compliance with the limitations set forth in
     this  clause  (iii)).
SECTION  6.06.     Restricted Payments; Restrictive Agreements.  (a)  Declare or
make,  or  agree  to  declare  or  make,  directly or indirectly, any Restricted
Payment  (including  pursuant to any Synthetic Purchase Agreement), or incur any
obligation  (contingent  or otherwise) to do so; provided, however, that (i) any
Subsidiary  may declare and pay dividends or make other distributions ratably to
its  equity  holders,  (ii) so long as no Event of Default or Default shall have
occurred  and  be continuing or would result therefrom, the Borrower may, or the
Borrower may make distributions to Holdings so that Holdings may, repurchase its
     Equity  Interests  owned  by  employees  of  Holdings,  the Borrower or the
Subsidiaries  or  make  payments  to  employees of Holdings, the Borrower or the
Subsidiaries  upon  termination of employment in connection with the exercise of
stock  options, stock appreciation rights or similar equity incentives or equity
based  incentives  pursuant  to management incentive plans or in connection with
the  death  or disability of such employees in an aggregate amount not to exceed
$2,000,000  in  any  fiscal  year  (provided, however, that such amount shall be
increased  by  the amount of cash proceeds received by Holdings from the sale of
Equity  Interests  of  Holdings  to such employees after the Closing Date to the
extent  such  proceeds are contributed directly or indirectly to the Borrower as
common  equity),  (iii) Holdings may, and the Borrower may make distributions to
Holdings so that Holdings may, acquire the Offer to Purchase Shares  pursuant to
the  Self Tender, (iv) the Borrower may make Restricted Payments to Holdings (x)
in  an amount not to exceed $250,000 in any fiscal year, to the extent necessary
to  pay  general  corporate  and  overhead  expenses incurred by Holdings in the
ordinary  course  of  business  and  (y)  in  an amount necessary to pay the Tax
liabilities of Holdings directly attributable to (or arising as a result of) the
operations of the Borrower and the Subsidiaries; provided, however, that (A) the
amount  of  such dividends shall not exceed the amount that the Borrower and the
Subsidiaries  would  be  required  to pay in respect of Federal, State and local
taxes  were  the  Borrower and the Subsidiaries to pay such taxes as stand-alone
taxpayers  and  (B)  all  Restricted  Payments made to Holdings pursuant to this
clause  (iv)  are  used  by Holdings for the purposes specified herein within 20
days  of  the  receipt thereof and (v) so long as no Event of Default or Default
shall  have  occurred  and  be  continuing or result therefrom, Holdings and the
Borrower  may  make other Restricted Payments under this clause (v) in an amount
not  to exceed the sum of (a) $20,000,000 and (b) 50% of Cumulative Consolidated
Net  Income  (or,  in the case Cumulative Consolidated Net Income at the time of
determination  is a deficit, minus 100% of such deficit), less (c) the aggregate
amount  of  all Restricted Payments made since the Closing Date pursuant to this
clause  (v).
(b)     Enter  into, incur or permit to exist any agreement or other arrangement
that  prohibits,  restricts  or  imposes  any  condition upon (i) the ability of
Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any
     Lien  upon  any  of  its  property  or  assets,  or (ii) the ability of any
Subsidiary  to  pay  dividends or other distributions with respect to any of its
Equity Interests or to make or repay loans or advances to, or to transfer any of
its  property or assets to, the Borrower or any other Subsidiary or to Guarantee
Indebtedness  of  the  Borrower  or  any other Subsidiary; provided that (A) the
foregoing  shall  not  apply to restrictions and conditions imposed by law or by
any  Loan  Document, (B) the foregoing shall not apply to customary restrictions
and  conditions  contained  in  agreements  relating to the sale of a Subsidiary
pending  such  sale, provided such restrictions and conditions apply only to the
Subsidiary  that  is  to  be  sold and such sale is permitted hereunder, (C) the
foregoing  shall  not  apply to customary provisions in joint venture agreements
and  other  similar  agreements  applicable  to  joint  ventures permitted under
Section  6.04  and  applicable  solely to such joint venture entered into in the
ordinary  course  of  business,  (D)  the foregoing shall not apply to customary
restrictions and conditions contained in any agreement relating to an Asset Sale
permitted  under Section 6.05 pending the consummation of such Asset Sale to the
extent such restrictions and conditions apply only to the assets subject to such
Asset  Sale,  (E)  the  foregoing  shall not apply to restrictions or conditions
imposed  by  any  agreement  relating  to  Indebtedness  permitted under Section
6.01(l)  so long as such restrictions or conditions are no more restrictive than
those  contained  in  this  Agreement, (F) clause (i) of the foregoing shall not
apply to restrictions or conditions imposed by any agreement relating to secured
Indebtedness  permitted  by  this  Agreement  if such restrictions or conditions
apply  only  to the property or assets securing such Indebtedness and (G) clause
(i) of the foregoing shall not apply to customary provisions in leases, licenses
and  other  contracts  restricting  the  assignment  thereof.
SECTION  6.07.     Transactions  with Affiliates.  Except for transactions by or
among  Loan  Parties, sell or transfer any property or assets to, or purchase or
acquire  any  property  or  assets  from,  or  otherwise  engage  in  any  other
transactions  with,  any  of its Affiliates, except that (a) the Borrower or any
Subsidiary  may  engage  in  any  of  the foregoing transactions in the ordinary
course  of  business at prices and on terms and conditions not less favorable to
the  Borrower or such Subsidiary than could be obtained on an arm's-length basis
from  unrelated  third  parties,  (b)  dividends  and  purchases may be paid and
effected  to  the  extent  provided  in Section 6.06, (c) loans, investments and
advances  may be made to the extent permitted by Sections 6.01 and 6.04, (d) the
Loan Parties may perform their respective obligations under the terms of the Tax
     Sharing  Agreement  or  any  amendment  thereto  that is not adverse to the
Lenders and (e) reasonable fees and compensation may be paid to, and indemnities
may be provided on behalf of, officers, directors and employees of Holdings, the
Borrower  and  the  Subsidiaries,  as  determined  by  the board of directors of
Holdings  or the Borrower or appropriate officers of the Borrower in good faith.
SECTION  6.08.     Business  of  Holdings, Borrower and Subsidiaries.  (a)  With
respect  to  Holdings,  engage  in any business activities or have any assets or
liabilities other than its ownership of the Equity Interests of the Borrower and
liabilities  incidental  thereto,  including  its  liabilities  pursuant  to the
Guarantee  and  Collateral Agreement, liabilities in connection with maintaining
its  existence  and  liabilities  in  connection  with  the  Self  Tender.
(b)     With respect to the Borrower and its Subsidiaries, engage at any time in
     any  business  or  business  activity  other  than  the  business currently
conducted  by  it  and  business  activities  reasonably  related  thereto.
SECTION  6.09.     Other  Indebtedness  and Agreements.  (a)  Permit any waiver,
supplement,  modification,  amendment,  termination or release of any indenture,
instrument or agreement pursuant to which any Material Indebtedness of Holdings,
     the  Borrower  or  any  of the Subsidiaries is outstanding if the effect of
such  waiver,  supplement, modification, amendment, termination or release would
materially increase the obligations of the obligor or confer additional material
rights  on  the  holder  of  such Indebtedness in a manner materially adverse to
Holdings,  the  Borrower,  any  of  the  Subsidiaries  or  the  Lenders.
(b)     (i)  Make  any  distribution, whether in cash, property, securities or a
combination  thereof,  other  than  regular  scheduled payments of principal and
interest  as  and  when  due  (to  the  extent  not  prohibited  by  applicable
subordination  provisions), in respect of, or pay, or offer or commit to pay, or
directly  or indirectly (including pursuant to any Synthetic Purchase Agreement)
redeem,  repurchase, retire or otherwise acquire for consideration, or set apart
any  sum  for the aforesaid purposes, any subordinated Indebtedness, or (ii) pay
in  cash any amount in respect of any Indebtedness or preferred Equity Interests
that  may  at  the  obligor's  option  be  paid  in kind or in other securities.

SECTION  6.10.     Capital  Expenditures.  (a)  Permit  the  aggregate amount of
Capital Expenditures made by the Borrower and the Subsidiaries in any period set
     forth  below  to  exceed  the  amount  set  forth  below  for  such period:
PERIOD     AMOUNT
           ------
Closing  Date  through  December  31,  2004     $4,350,000
Each  fiscal  year  thereafter     $12,000,000

(b)     The  amount of permitted Capital Expenditures set forth in paragraph (a)
above  in  respect  of any fiscal year commencing with the fiscal year ending on
December  31,  2005, shall be increased (but not decreased) by (i) the amount of
unused  permitted Capital Expenditures for the immediately preceding fiscal year
(or  portion  thereof)  less (ii) an amount equal to unused Capital Expenditures
carried  forward  to  such  preceding fiscal year; provided, however, that in no
event shall the amount of the increase pursuant to this paragraph (b) in respect
     of  any  fiscal  year  exceed  $2,000,000.
SECTION  6.11.     Interest  Coverage Ratio.  Permit the Interest Coverage Ratio
for  any  period  of four consecutive fiscal quarters, in each case taken as one
accounting period, ending on the last day of any fiscal quarter (commencing with
     the  fiscal quarter ending September 30, 2004) after the Closing Date to be
less  than  3.50  to  1.00.
SECTION  6.12.     Maximum  Leverage Ratio.  Permit the Leverage Ratio as of the
last  day  of  any  fiscal quarter (commencing with the fiscal quarter ending on
September  30, 2004) to be greater than the ratio set forth opposite such period
below:
     Period     Ratio
     ------     -----
Closing  Date  through  December  31,  2005     4.25  to  1.00
January  1,  2006  through  June  30,  2006     4.00  to  1.00
July  1,  2006  through  December  31,  2006     3.75  to  1.00
January  1,  2007  through  December  31,  2007     3.50  to  1.00
January  1,  2008  through  December  31,  2008     3.00  to  1.00
Thereafter     2.75  to  1.00

SECTION  6.13.     Fiscal  Year.  With  respect  to  Holdings  and the Borrower,
change  their  fiscal  year-end  to  a  date  other  than  December  31.
SECTION  6.14.     Certain  Equity  Securities.  Issue any capital stock that is
not  Qualified  Capital  Stock.
ARTICLE  VII

EVENTS  OF  DEFAULT
     In  case  of  the  happening  of  any  of  the following events ("Events of
Default"):
(a)     any  representation  or warranty made or deemed made in or in connection
with  any  Loan  Document  or  the  borrowings or issuances of Letters of Credit
hereunder,  or  any representation, warranty, statement or information contained
in any report, certificate, financial statement or other instrument furnished in
     connection  with or pursuant to any Loan Document, shall prove to have been
false  or  misleading  in  any  material  respect  when  so made, deemed made or
furnished;
(b)     default shall be made in the payment of any principal of any Loan or the
     reimbursement  with  respect  to  any L/C Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for  prepayment  thereof  or  by  acceleration  thereof  or  otherwise;
(c)     default  shall be made in the payment of any interest on any Loan or any
Fee or L/C Disbursement or any other amount (other than an amount referred to in
(b)  above)  due  under any Loan Document, when and as the same shall become due
and  payable,  and  such default shall continue unremedied for a period of three
Business  Days;
(d)     default  shall be made in the due observance or performance by Holdings,
the Borrower or any Subsidiary of any covenant, condition or agreement contained
in  Section  5.01(a),  5.05  or  5.08  or  in  Article  VI;
(e)     default  shall be made in the due observance or performance by Holdings,
the Borrower or any Subsidiary of any covenant, condition or agreement contained
in  any  Loan Document (other than those specified in (b), (c) or (d) above) and
such  default  shall  continue  unremedied  for a period of 30 days after notice
thereof  from  the  Administrative  Agent  or  any  Lender  to  the  Borrower;
(f)     (i)  Holdings,  the  Borrower  or  any  Subsidiary shall fail to pay any
principal  or  interest,  regardless  of  amount, due in respect of any Material
Indebtedness,  when  and  as the same shall become due and payable (after giving
effect  to  any applicable grace period specified in the agreement or instrument
governing  such  Indebtedness), or (ii) any other event or condition occurs that
results  in  any  Material  Indebtedness  becoming  due  prior  to its scheduled
maturity  or  that enables or permits (with or without the giving of notice, the
lapse of time or both) the holder or holders of any Material Indebtedness or any
trustee  or  agent  on its or their behalf to cause any Material Indebtedness to
become  due,  or to require the prepayment, repurchase, redemption or defeasance
thereof,  prior  to its scheduled maturity; provided that this clause (ii) shall
not  apply to secured Indebtedness that becomes due as a result of the voluntary
sale  or  transfer  of  the  property  or  assets  securing  such  Indebtedness;
(g)     an  involuntary proceeding shall be commenced or an involuntary petition
shall  be  filed  in  a  court  of  competent jurisdiction seeking (i) relief in
respect of Holdings, the Borrower or any Subsidiary, or of a substantial part of
the property or assets of Holdings, the Borrower or a Subsidiary, under Title 11
of the United States Code, as now constituted or hereafter amended, or any other
Federal,  state  or foreign bankruptcy, insolvency, receivership or similar law,
(ii)  the  appointment  of  a  receiver,  trustee,  custodian,  sequestrator,
conservator  or similar official for Holdings, the Borrower or any Subsidiary or
for  a substantial part of the property or assets of Holdings, the Borrower or a
Subsidiary  or  (iii) the winding-up or liquidation of Holdings, the Borrower or
any  Subsidiary;  and such proceeding or petition shall continue undismissed for
60  days  or an order or decree approving or ordering any of the foregoing shall
be  entered;
(h)     Holdings,  the Borrower or any Subsidiary shall (i) voluntarily commence
any  proceeding or file any petition seeking relief under Title 11 of the United
States  Code,  as  now  constituted  or hereafter amended, or any other Federal,
state  or  foreign  bankruptcy,  insolvency,  receivership  or similar law, (ii)
consent  to  the  institution of, or fail to contest in a timely and appropriate
manner,  any  proceeding  or  the filing of any petition described in (g) above,
(iii) apply for or consent to the appointment of a receiver, trustee, custodian,
sequestrator,  conservator or similar official for Holdings, the Borrower or any
Subsidiary  or for a substantial part of the property or assets of Holdings, the
Borrower  or  any  Subsidiary,  (iv)  file  an  answer  admitting  the  material
allegations  of  a  petition filed against it in any such proceeding, (v) make a
general  assignment  for  the benefit of creditors, (vi) become unable, admit in
writing  its  inability or fail generally to pay its debts as they become due or
(vii)  take  any  action  for  the  purpose  of  effecting any of the foregoing;
(i)     one  or more judgments shall be rendered against Holdings, the Borrower,
any Subsidiary or any combination thereof and the same shall remain undischarged
for  a  period  of  30  consecutive  days  during  which  execution shall not be
effectively  stayed, or any action shall be legally taken by a judgment creditor
to levy upon assets or properties of Holdings, the Borrower or any Subsidiary to
enforce  any  such  judgment  and such judgment either (i) is for the payment of
money  in  an  aggregate  amount  in  excess  of  $5,000,000  (to the extent not
adequately  covered  by  insurance  as  to  which the insurance company has been
notified of such judgment and has not denied coverage) or (ii) is for injunctive
relief  and could reasonably be expected to result in a Material Adverse Effect;
(j)     an  ERISA Event shall have occurred that, in the opinion of the Required
Lenders,  when taken together with all other such ERISA Events, could reasonably
be  expected  to result in liability of the Borrower and its ERISA Affiliates in
an  aggregate  amount  exceeding  $5,000,000;
(k)     any  Guarantee  under  the  Guarantee  and  Collateral Agreement for any
reason shall cease to be in full force and effect (other than in accordance with
its  terms),  or  any  Guarantor  shall  deny in writing that it has any further
liability  under  the Guarantee and Collateral Agreement (other than as a result
of  the  discharge  of  such  Guarantor in accordance with the terms of the Loan
Documents);
(l)     any  security  interest purported to be created by any Security Document
shall  cease to be, or shall be asserted by the Borrower or any other Loan Party
not  to  be,  a  valid, perfected, first priority (except as otherwise expressly
provided  in  this Agreement or such Security Document) security interest in the
securities,  assets or properties covered thereby, except to the extent that any
such  loss  of perfection or priority results from the failure of the Collateral
Agent  to  maintain  possession  of certificates representing securities pledged
under  the Guarantee and Collateral Agreement and except to the extent that such
loss  is  covered  by  a lender's title insurance policy and the related insurer
promptly  after  such  loss shall have acknowledged in writing that such loss is
covered  by  such  title  insurance  policy;  or
(m)     there  shall  have  occurred  a  Change  in  Control;
then,  and  in every such event (other than an event with respect to Holdings or
the  Borrower  described  in  paragraph  (g)  or  (h)  above),  and  at any time
thereafter  during  the continuance of such event, the Administrative Agent may,
and  at  the  request  of the Required Lenders shall, by notice to the Borrower,
take  either  or  both of the following actions, at the same or different times:
(i)  terminate  forthwith  the  Commitments  and  (ii)  declare  the  Loans then
outstanding  to  be forthwith due and payable in whole or in part, whereupon the
principal  of the Loans so declared to be due and payable, together with accrued
interest  thereon  and  any unpaid accrued Fees and all other liabilities of the
Borrower  accrued  hereunder  and  under  any  other Loan Document, shall become
forthwith  due  and  payable,  without presentment, demand, protest or any other
notice  of  any  kind, all of which are hereby expressly waived by the Borrower,
anything  contained  herein  or  in  any  other  Loan  Document  to the contrary
notwithstanding;  and  in  any  event  with  respect to Holdings or the Borrower
described  in  paragraph  (g)  or (h) above, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest  thereon  and  any unpaid accrued Fees and all other liabilities of the
Borrower  accrued  hereunder  and  under  any  other  Loan  Document,  shall
automatically  become  due  and payable, without presentment, demand, protest or
any  other  notice  of any kind, all of which are hereby expressly waived by the
Borrower,  anything  contained  herein  or  in  any  other  Loan Document to the
contrary  notwithstanding.
ARTICLE  VIII

THE  ADMINISTRATIVE  AGENT  AND  THE  COLLATERAL  AGENT
     Each  of  the  Lenders and the Issuing Bank hereby irrevocably appoints the
Administrative  Agent  and  the  Collateral  Agent (for purposes of this Article
VIII,  the  Administrative  Agent  and  the  Collateral  Agent  are  referred to
collectively  as  the "Agents") its agent and authorizes the Agents to take such
actions on its behalf and to exercise such powers as are delegated to such Agent
by the terms of the Loan Documents, together with such actions and powers as are
reasonably  incidental  thereto.  Without  limiting  the  generality  of  the
foregoing,  the  Agents  are  hereby expressly authorized to execute any and all
documents  (including releases) with respect to the Collateral and the rights of
the  Secured  Parties with respect thereto, as contemplated by and in accordance
with  the  provisions  of  this  Agreement  and  the  Security  Documents.
     The  bank  serving  as the Administrative Agent and/or the Collateral Agent
hereunder  shall  have the same rights and powers in its capacity as a Lender as
any  other  Lender and may exercise the same as though it were not an Agent, and
such  bank  and  its  Affiliates  may  accept  deposits  from, lend money to and
generally  engage  in  any  kind  of business with Holdings, the Borrower or any
Subsidiary  or  other  Affiliate  thereof  as if it were not an Agent hereunder.
Neither  Agent  shall  have any duties or obligations except those expressly set
forth  in the Loan Documents.  Without limiting the generality of the foregoing,
(a)  neither  Agent  shall  be subject to any fiduciary or other implied duties,
regardless  of  whether  a  Default  has occurred and is continuing, (b) neither
Agent  shall  have  any  duty  to  take any discretionary action or exercise any
discretionary  powers,  except  discretionary  rights  and  powers  expressly
contemplated  hereby that such Agent is instructed in writing to exercise by the
Required  Lenders (or such other number or percentage of the Lenders as shall be
necessary  under  the circumstances as provided in Section 9.08), and (c) except
as  expressly set forth in the Loan Documents, neither Agent shall have any duty
to disclose, nor shall it be liable for the failure to disclose, any information
relating  to  Holdings,  the  Borrower  or  any  of  the  Subsidiaries  that  is
communicated  to  or obtained by the bank serving as Administrative Agent and/or
Collateral  Agent or any of its Affiliates in any capacity.  Neither Agent shall
be  liable  for  any  action taken or not taken by it with the consent or at the
request  of  the  Required  Lenders  (or  such other number or percentage of the
Lenders  as  shall  be  necessary under the circumstances as provided in Section
9.08)  or  in  the  absence  of  its  own gross negligence or wilful misconduct.
Neither  Agent shall be deemed to have knowledge of any Default unless and until
written  notice  thereof  is  given to such Agent by Holdings, the Borrower or a
Lender, and neither Agent shall be responsible for or have any duty to ascertain
or  inquire  into  (i)  any  statement, warranty or representation made in or in
connection  with any Loan Document, (ii) the contents of any certificate, report
or  other  document  delivered  thereunder or in connection therewith, (iii) the
performance  or observance of any of the covenants, agreements or other terms or
conditions  set  forth  in any Loan Document, (iv) the validity, enforceability,
effectiveness  or  genuineness  of  any  Loan  Document  or any other agreement,
instrument  or  document,  or (v) the satisfaction of any condition set forth in
Article  IV  or elsewhere in any Loan Document, other than to confirm receipt of
items  expressly  required  to  be  delivered  to  such  Agent.
Each Agent shall be entitled to rely upon, and shall not incur any liability for
relying  upon, any notice, request, certificate, consent, statement, instrument,
document  or  other writing believed by it to be genuine and to have been signed
or  sent by the proper person.  Each Agent may also rely upon any statement made
to  it orally or by telephone and believed by it to have been made by the proper
person,  and  shall not incur any liability for relying thereon.  Each Agent may
consult  with  legal  counsel (who may be counsel for the Borrower), independent
accountants  and  other  experts selected by it, and shall not be liable for any
action  taken  or  not  taken  by  it  in accordance with the advice of any such
counsel,  accountants  or  experts.
Each Agent may perform any and all its duties and exercise its rights and powers
by  or  through  any one or more sub-agents appointed by it.  Each Agent and any
such  sub-agent  may  perform any and all its duties and exercise its rights and
powers  by  or  through  their  respective  Related  Parties.  The  exculpatory
provisions  of the preceding paragraphs shall apply to any such sub-agent and to
the  Related  Parties  of  each Agent and any such sub-agent, and shall apply to
their  respective  activities  in  connection with the syndication of the credit
facilities  provided  for  herein  as  well  as  activities  as  Agent.
Subject  to  the  appointment  and  acceptance  of a successor Agent as provided
below, either Agent may resign at any time by notifying the Lenders, the Issuing
Bank  and  the  Borrower.  Upon any such resignation, the Required Lenders shall
have  the  right,  with  the  approval  of the Borrower (such approval not to be
unreasonably  withheld  or  delayed),  to  appoint a successor.  If no successor
shall  have  been  so  appointed by the Required Lenders and shall have accepted
such  appointment  within  30  days after the retiring Agent gives notice of its
resignation,  then  the  retiring  Agent  may,  on behalf of the Lenders and the
Issuing  Bank, appoint a successor Agent which shall be a bank with an office in
New  York,  New  York, or an Affiliate of any such bank.  Upon the acceptance of
its  appointment as Agent hereunder by a successor, such successor shall succeed
to  and  become vested with all the rights, powers, privileges and duties of the
retiring  Agent,  and the retiring Agent shall be discharged from its duties and
obligations  hereunder.  The  fees  payable by the Borrower to a successor Agent
shall  be  the  same as those payable to its predecessor unless otherwise agreed
between  the  Borrower  and  such  successor.  After  an  Agent's  resignation
hereunder,  the  provisions  of  this Article and Section 9.05 shall continue in
effect  for  the  benefit  of  such  retiring  Agent,  its  sub-agents and their
respective  Related  Parties  in  respect  of any actions taken or omitted to be
taken  by  any  of  them  while  acting  as  Agent.
Each  Lender  acknowledges  that it has, independently and without reliance upon
the Agents or any other Lender and based on such documents and information as it
has  deemed appropriate, made its own credit analysis and decision to enter into
this  Agreement.  Each  Lender also acknowledges that it will, independently and
without reliance upon the Agents or any other Lender and based on such documents
and information as it shall from time to time deem appropriate, continue to make
its  own  decisions  in  taking  or  not  taking action under or based upon this
Agreement  or  any  other  Loan  Document, any related agreement or any document
furnished  hereunder  or  thereunder.
ARTICLE  IX

MISCELLANEOUS
SECTION 9.01.     Notices.  Notices and other communications provided for herein
     shall  be  in  writing  and shall be delivered by hand or overnight courier
service,  mailed  by  certified  or  registered mail or sent by fax, as follows:
(a)     if to the Borrower or Holdings, to it at World Trade Center Chicago, 444
     Merchandise  Mart,  Chicago,  Illinois  60654,  Attention of David Harbert,
Chief  Financial  Officer  (Fax  No.  (312)  527-1194);
(b)     if  to  the  Administrative  Agent,  the Collateral Agent or the Issuing
Bank,  to  Credit Suisse First Boston, Eleven Madison Avenue, New York, New York
10010,  Attention  of  Agency  Group  (Fax  No.  (212)  325-8304);  and
(c)     if  to  a  Lender,  to  it  at  its address (or fax number) set forth on
Schedule  2.01 or in the Assignment and Acceptance pursuant to which such Lender
shall  have  become  a  party  hereto.
     All  notices  and  other  communications  given  to  any  party  hereto  in
accordance  with  the  provisions of this Agreement shall be deemed to have been
given  on  the date of receipt if delivered by hand or overnight courier service
or  sent by fax or on the date five Business Days after dispatch by certified or
registered  mail  if  mailed,  in  each case delivered, sent or mailed (properly
addressed)  to such party as provided in this Section 9.01 or in accordance with
the  latest  unrevoked  direction  from such party given in accordance with this
Section  9.01.  As  agreed  to  among Holdings, the Borrower, the Administrative
Agent  and  the  applicable  Lenders  from  time  to  time,  notices  and  other
communications  may  also  be  delivered  by  e-mail  to the e-mail address of a
representative  of  the  applicable  person  provided  from time to time by such
person.
SECTION  9.02.     Survival  of  Agreement.  All  covenants,  agreements,
representations  and  warranties  made by the Borrower or Holdings herein and in
the  certificates  or other instruments prepared or delivered in connection with
or  pursuant to this Agreement or any other Loan Document shall be considered to
have  been relied upon by the Lenders and the Issuing Bank and shall survive the
making  by the Lenders of the Loans and the issuance of Letters of Credit by the
Issuing Bank, regardless of any investigation made by the Lenders or the Issuing
     Bank  or  on  their  behalf, and shall continue in full force and effect as
long  as  the principal of or any accrued interest on any Loan or any Fee or any
other  amount  payable  under  this  Agreement  or  any  other  Loan Document is
outstanding  and  unpaid  or  any  Letter  of Credit is outstanding (unless such
Letter  of  Credit  has  been  cash  collateralized on terms satisfactory to the
Administrative Agent or is supported by a Backstop Letter of Credit) and so long
as  the  Commitments have not been terminated.  The provisions of Sections 2.14,
2.16,  2.20  and  9.05  shall  remain  operative  and  in  full force and effect
regardless  of the expiration of the term of this Agreement, the consummation of
the  transactions  contemplated  hereby,  the repayment of any of the Loans, the
expiration  of  the  Commitments,  the  expiration  of any Letter of Credit, the
invalidity or unenforceability of any term or provision of this Agreement or any
other  Loan  Document,  or  any  investigation  made  by  or  on  behalf  of the
Administrative  Agent,  the  Collateral  Agent,  any Lender or the Issuing Bank.
SECTION 9.03.     Binding Effect.  This Agreement shall become effective when it
     shall  have  been executed by the Borrower, Holdings and the Administrative
Agent  and when the Administrative Agent shall have received counterparts hereof
which,  when  taken  together,  bear the signatures of each of the other parties
hereto.
SECTION  9.04.     Successors  and Assigns.  (a)  Whenever in this Agreement any
of  the parties hereto is referred to, such reference shall be deemed to include
the  permitted successors and assigns of such party; and all covenants, promises
and  agreements  by  or  on behalf of the Borrower, Holdings, the Administrative
Agent,  the Collateral Agent, the Issuing Bank or the Lenders that are contained
in  this  Agreement  shall  bind  and  inure  to the benefit of their respective
successors  and  assigns.
(b)     Each  Lender may assign to one or more assignees all or a portion of its
interests,  rights  and  obligations  under  this  Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it), with the prior
     written  consent  of  the  Administrative  Agent  (not  to  be unreasonably
withheld  or  delayed); provided, however, that (i) in the case of an assignment
of a Revolving Credit Commitment, each of the Borrower, the Issuing Bank and the
Swingline  Lender  must  also  give its prior written consent to such assignment
(which  consent  shall  not be unreasonably withheld or delayed) (provided, that
the  consent  of  the Borrower shall not be required to any such assignment to a
Lender  or  an  Affiliate  of a Lender or during the continuance of any Event of
Default),  (ii)  the  amount  of the Commitment or Loans of the assigning Lender
subject  to  each  such assignment (determined as of the date the Assignment and
Acceptance  with  respect  to such assignment is delivered to the Administrative
Agent)  shall  not be less than $1,000,000 in respect of Term Loans or Term Loan
Commitments (or, if less, the entire remaining amount of such Term Lender's Term
Loans  or  Term  Loan Commitments; provided, that such minimum assignment amount
shall  be  aggregated  for  two or more simultaneous assignments by or to two or
more  Related  Funds)  or  $2,500,000 in respect of Revolving Loans or Revolving
Credit  Commitments  (or, if less, the entire remaining amount of such Revolving
Credit  Lender's  Revolving  Loans  or  Revolving Credit Commitments), (iii) the
parties  to each such assignment shall (A) electronically execute and deliver to
the  Administrative  Agent  an  Assignment  and  Acceptance  via  an  electronic
settlement  system acceptable to the Administrative Agent (which initially shall
be  ClearPar,  LLC)  or  (B)  manually execute and deliver to the Administrative
Agent  an  Assignment and Acceptance, together with a processing and recordation
fee of $3,500, and (iv) the assignee, if it shall not be a Lender, shall deliver
to  the  Administrative Agent an Administrative Questionnaire and all applicable
tax  forms.  Upon  acceptance  and  recording  pursuant to paragraph (e) of this
Section 9.04, from and after the effective date specified in each Assignment and
Acceptance,  (A)  the  assignee  thereunder  shall be a party hereto and, to the
extent  of  the  interest  assigned  by such Assignment and Acceptance, have the
rights  and  obligations  of a Lender under this Agreement and (B) the assigning
Lender  thereunder  shall,  to  the  extent  of  the  interest  assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and,  in the case of an Assignment and Acceptance covering all or the remaining
portion  of  an  assigning Lender's rights and obligations under this Agreement,
such  Lender  shall cease to be a party hereto but shall continue to be entitled
to  the  benefits  of Sections 2.14, 2.16, 2.20 and 9.05, as well as to any Fees
accrued  for  its  account  and  not  yet  paid).
(c)     By  executing and delivering an Assignment and Acceptance, the assigning
Lender  thereunder and the assignee thereunder shall be deemed to confirm to and
agree  with  each  other  and  the  other  parties  hereto as follows:  (i) such
assigning  Lender  warrants  that  it  is  the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim and that its
     Term  Loan  Commitment and Revolving Credit Commitment, and the outstanding
balances  of  its  Term  Loans  and Revolving Loans, in each case without giving
effect  to assignments thereof which have not become effective, are as set forth
in  such  Assignment and Acceptance, (ii) except as set forth in (i) above, such
assigning  Lender  makes  no  representation  or  warranty  and  assumes  no
responsibility  with  respect  to  any statements, warranties or representations
made  in  or  in  connection  with  this  Agreement, or the execution, legality,
validity,  enforceability,  genuineness, sufficiency or value of this Agreement,
any  other  Loan Document or any other instrument or document furnished pursuant
hereto,  or  the financial condition of Holdings, the Borrower or any Subsidiary
or  the performance or observance by Holdings, the Borrower or any Subsidiary of
any  of  its  obligations  under  this Agreement, any other Loan Document or any
other  instrument  or  document  furnished  pursuant hereto; (iii) such assignee
represents  and  warrants  that  it  is  legally  authorized  to enter into such
Assignment  and  Acceptance;  (iv) such assignee confirms that it has received a
copy  of  this  Agreement,  together  with  copies  of the most recent financial
statements  referred to in Section 3.05(a) or delivered pursuant to Section 5.04
and  such  other  documents and information as it has deemed appropriate to make
its  own  credit  analysis  and  decision  to  enter  into  such  Assignment and
Acceptance;  (v)  such assignee will independently and without reliance upon the
Administrative  Agent,  the Collateral Agent, such assigning Lender or any other
Lender  and based on such documents and information as it shall deem appropriate
at  the  time, continue to make its own credit decisions in taking or not taking
action  under  this  Agreement;  (vi)  such assignee appoints and authorizes the
Administrative  Agent  and  the Collateral Agent to take such action as agent on
its  behalf and to exercise such powers under this Agreement as are delegated to
the  Administrative  Agent  and the Collateral Agent, respectively, by the terms
hereof,  together  with  such  powers  as are reasonably incidental thereto; and
(vii)  such  assignee agrees that it will perform in accordance with their terms
all  the  obligations  which  by  the terms of this Agreement are required to be
performed  by  it  as  a  Lender.
(d)     The  Administrative  Agent,  acting  for this purpose as an agent of the
Borrower, shall maintain at one of its offices in The City of New York a copy of
each  Assignment  and  Acceptance  delivered  to  it  and  a  register  for  the
recordation  of  the  names and addresses of the Lenders, and the Commitment of,
and  principal  amount  of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register").  The entries in the Register shall be
conclusive  and  the  Borrower,  the Administrative Agent, the Issuing Bank, the
Collateral Agent and the Lenders may treat each person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes
of  this  Agreement, notwithstanding notice to the contrary.  The Register shall
be  available  for  inspection by the Borrower, the Issuing Bank, the Collateral
Agent  and  any  Lender,  at  any  reasonable  time  and  from time to time upon
reasonable  prior  notice.
(e)     Upon  its  receipt  of,  and consent to, a duly completed Assignment and
Acceptance  executed  by  an assigning Lender and an assignee, an Administrative
Questionnaire  completed  in  respect of the assignee (unless the assignee shall
already  be  a Lender hereunder), the processing and recordation fee referred to
in  paragraph (b) above, if applicable, and, if required, the written consent of
the  Borrower,  the Swingline Lender and the Issuing Bank to such assignment and
any  applicable  tax  forms,  the  Administrative  Agent  shall  (i) accept such
Assignment  and  Acceptance and (ii) record the information contained therein in
the  Register.  No  assignment shall be effective unless it has been recorded in
the  Register  as  provided  in  this  paragraph  (e).
(f)     Each  Lender  may  without  the  consent  of the Borrower, the Swingline
Lender,  the Issuing Bank or the Administrative Agent sell participations to one
or  more  banks  or  other  entities  in  all  or  a  portion  of its rights and
obligations  under  this Agreement (including all or a portion of its Commitment
and  the  Loans  owing  to  it);  provided,  however,  that  (i)  such  Lender's
obligations  under this Agreement shall remain unchanged, (ii) such Lender shall
remain  solely  responsible  to  the other parties hereto for the performance of
such  obligations,  (iii)  the  participating  banks  or other entities shall be
entitled  to the benefit of the cost protection provisions contained in Sections
2.14,  2.16  and  2.20  to  the  same  extent as if they were Lenders (but, with
respect to any particular participant, to no greater extent than the Lender that
sold the participation to such participant, unless the sale of the participation
to  such participant is made with the Borrower's prior written consent) and (iv)
the  Borrower,  the Administrative Agent, the Issuing Bank and the Lenders shall
continue  to  deal  solely and directly with such Lender in connection with such
Lender's  rights  and  obligations  under  this Agreement, and such Lender shall
retain the sole right to enforce the obligations of the Borrower relating to the
Loans  or L/C Disbursements and to approve any amendment, modification or waiver
of  any  provision  of  this  Agreement (other than amendments, modifications or
waivers  decreasing  any fees payable hereunder or the amount of principal of or
the  rate at which interest is payable on the Loans, extending the maturity date
of  any  other scheduled principal payment date or date fixed for the payment of
interest  on the Loans, increasing or extending the Commitments or releasing any
material  Guarantor (other than any such release as provided for in any Security
Document  in connection with the consummation of any transaction permitted under
this  Agreement)  or all or substantially all of the Collateral).  A participant
that  would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits  of Section 2.20 unless such participant agrees, for the benefit of the
Borrower,  to  comply  with  Section  2.20(e)  as  though  it  were  a  Lender.
(g)     Any  Lender  or  participant  may,  in connection with any assignment or
participation  or  proposed assignment or participation pursuant to this Section
9.04,  disclose  to  the  assignee  or  participant  or  proposed  assignee  or
participant  any  information relating to the Borrower, Holdings, any Subsidiary
or  their  business  furnished  to  such Lender by or on behalf of the Borrower;
provided  that,  prior  to  any such disclosure of information designated by the
Borrower as confidential, each such assignee or participant or proposed assignee
     or  participant  shall  execute  an  agreement  whereby  such  assignee  or
participant  shall  agree  (subject  to  customary  exceptions)  to preserve the
confidentiality  of  such  confidential information on terms no less restrictive
than  those  applicable  to  the  Lenders  pursuant  to  Section  9.16.
(h)     Any  Lender  may  at  any  time, without the consent of or notice to the
Borrower,  the  Swingline  Lender, the Issuing Bank or the Administrative Agent,
assign  all  or  any  portion  of  its  rights  under  this  Agreement to secure
extensions  of  credit  to such Lender or in support of obligations owed by such
Lender;  provided that no such assignment shall release a Lender from any of its
obligations hereunder or substitute any such assignee for such Lender as a party
     hereto.
(i)     Notwithstanding anything to the contrary contained herein, any Lender (a
"Granting  Lender")  may  grant to a special purpose funding vehicle (an "SPC"),
identified  as  such  in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrower, the option to provide to the Borrower all
or  any  part of any Loan that such Granting Lender would otherwise be obligated
to  make  to  the Borrower pursuant to this Agreement; provided that (i) nothing
herein  shall constitute a commitment by any SPC to make any Loan and (ii) if an
SPC  elects not to exercise such option or otherwise fails to provide all or any
part  of  such  Loan,  the  Granting Lender shall be obligated to make such Loan
pursuant  to  the  terms hereof.  The making of a Loan by an SPC hereunder shall
utilize  the  Commitment  of  the Granting Lender to the same extent, and as if,
such  Loan  were  made by such Granting Lender.  Each party hereto hereby agrees
that  no  SPC  shall  be  liable for any indemnity or similar payment obligation
under  this  Agreement  (all  liability for which shall remain with the Granting
Lender).  In  furtherance  of  the  foregoing,  each  party hereto hereby agrees
(which agreement shall survive the termination of this Agreement) that, prior to
the  date  that  is  one  year  and  one  day  after  the payment in full of all
outstanding  commercial  paper  or other senior indebtedness of any SPC, it will
not institute against, or join any other person in instituting against, such SPC
any  bankruptcy,  reorganization,  arrangement,  insolvency  or  liquidation
proceedings  under  the  laws  of  the  United  States or any State thereof.  In
addition,  notwithstanding  anything  to  the contrary contained in this Section
9.04,  any SPC may (i) with notice to, but without the prior written consent of,
the  Borrower and the Administrative Agent and without paying any processing fee
therefor,  assign all or a portion of its interests in any Loans to the Granting
Lender  or  to  any  financial  institutions  (consented  to by the Borrower and
Administrative  Agent)  providing  liquidity and/or credit support to or for the
account  of  such  SPC  to  support the funding or maintenance of Loans and (ii)
disclose  on  a  confidential  basis  any non-public information relating to its
Loans  to  any rating agency, commercial paper dealer or provider of any surety,
guarantee  or  credit  or  liquidity  enhancement  to  such  SPC.
(j)     Neither  Holdings  nor  the Borrower shall assign or delegate any of its
rights  or  duties  hereunder  without  the  prior  written  consent  of  the
Administrative  Agent,  the  Issuing  Bank  and  each  Lender, and any attempted
assignment  without  such  consent  shall  be  null  and  void.
(k)     In  the  event  that  S&P,  Moody's  and  Thompson's  BankWatch  (or
InsuranceWatch  Ratings  Service,  in  the  case  of  Lenders that are insurance
companies  (or  Best's Insurance Reports, if such insurance company is not rated
by  Insurance  Watch  Ratings  Service))  shall,  after the date that any Lender
becomes  a  Revolving Credit Lender, downgrade the long-term certificate deposit
ratings  of such Lender, and the resulting ratings shall be below BBB-, Baa3 and
C  (or  BB,  in  the case of a Lender that is an insurance company (or B, in the
case of an insurance company not rated by InsuranceWatch Ratings Service)), then
the  Issuing  Bank  shall  have  the  right,  but not the obligation, at its own
expense, upon notice to such Lender and the Administrative Agent, to replace (or
to  request  the  Borrower to use its reasonable efforts to replace) such Lender
with  an  assignee (in accordance with and subject to the restrictions contained
in  paragraph  (b)  above), and such Lender hereby agrees to transfer and assign
without  recourse  (in accordance with and subject to the restrictions contained
in  paragraph (b) above) all its interests, rights and obligations in respect of
its Revolving Credit Commitment to such assignee; provided, however, that (i) no
such  assignment shall conflict with any law, rule or regulation or order of any
Governmental  Authority  and (ii) the Issuing Bank or such assignee, as the case
may  be,  shall pay to such Lender in immediately available funds on the date of
such  assignment the principal of and interest accrued to the date of payment on
the  Loans  made by such Lender hereunder and all other amounts accrued for such
Lender's  account  or  owed  to  it  hereunder.
SECTION  9.05.     Expenses;  Indemnity.  (a)  The  Borrower and Holdings agree,
jointly  and severally, to pay all reasonable out-of-pocket expenses incurred by
the  Administrative  Agent,  the  Collateral  Agent,  the  Issuing  Bank and the
Swingline  Lender  in  connection  with the syndication of the credit facilities
provided for herein and the preparation and administration of this Agreement and
     the  other  Loan  Documents  or  in  connection  with  any  amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the
transactions hereby or thereby contemplated shall be consummated) or incurred by
the  Administrative Agent, the Collateral Agent or any Lender in connection with
the  enforcement  or  protection of its rights in connection with this Agreement
and  the other Loan Documents or in connection with the Loans made or Letters of
Credit  issued  hereunder,  including  the  reasonable  fees,  charges  and
disbursements  of  Cravath,  Swaine  & Moore LLP, counsel for the Administrative
Agent  and the Collateral Agent, and, in connection with any such enforcement or
protection,  the  fees,  charges  and disbursements of any other counsel for the
Administrative  Agent,  the  Collateral  Agent  or  any  Lender.
(b)     The Borrower and Holdings agree, jointly and severally, to indemnify the
     Administrative  Agent,  the  Collateral  Agent,  the Syndication Agent, the
Documentation Agent, each Lender, the Issuing Bank and each Related Party of any
of  the  foregoing  persons  (each  such  person  being  called an "Indemnitee")
against,  and to hold each Indemnitee harmless from, any and all losses, claims,
damages,  liabilities  and  related expenses, including reasonable counsel fees,
charges  and  disbursements,  incurred  by  or  asserted  against any Indemnitee
arising  out  of, in any way connected with, or as a result of (i) the execution
or  delivery  of  this  Agreement or any other Loan Document or any agreement or
instrument contemplated thereby, the performance by the parties thereto of their
respective  obligations  thereunder  or the consummation of the Transactions and
the other transactions contemplated thereby, (ii) the use of the proceeds of the
Loans  or  issuance  of  Letters  of  Credit,  (iii)  any  claim,  litigation,
investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto, or (iv) any actual or alleged presence or Release
of  Hazardous  Materials on any property currently or formerly owned or operated
by  the  Borrower  or  any  of  the Subsidiaries, or any Environmental Liability
related  in  any  way  to  the  Borrower or the Subsidiaries; provided that such
indemnity  shall not, as to any Indemnitee, be available to the extent that such
losses,  claims,  damages,  liabilities  or related expenses are determined by a
court  of  competent  jurisdiction  by  final and nonappealable judgment to have
resulted  primarily  from  the  gross  negligence  or  wilful misconduct of such
Indemnitee.
(c)     To  the  extent  that  Holdings  and the Borrower fail to pay any amount
required  to  be paid by them to the Administrative Agent, the Collateral Agent,
the  Syndication  Agent,  the  Documentation  Agent,  the  Issuing  Bank  or the
Swingline  Lender  under  paragraph  (a)  or  (b)  of  this Section, each Lender
severally  agrees  to pay to the Administrative Agent, the Collateral Agent, the
Syndication  Agent,  the  Documentation Agent, the Issuing Bank or the Swingline
Lender,  as  the case may be, such Lender's pro rata share (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of
     such  unpaid  amount; provided that the unreimbursed expense or indemnified
loss,  claim,  damage,  liability  or  related  expense, as the case may be, was
incurred  by or asserted against the Administrative Agent, the Collateral Agent,
the  Syndication  Agent,  the  Documentation  Agent,  the  Issuing  Bank  or the
Swingline  Lender in its capacity as such.  For purposes hereof, a Lender's "pro
rata share" shall be determined based upon its share of the sum of the Aggregate
Revolving  Credit Exposure, outstanding Term Loans and unused Commitments at the
time.
(d)     To  the  extent  permitted  by  applicable law, neither Holdings nor the
Borrower shall assert, and each hereby waives, any claim against any Indemnitee,
on  any  theory  of  liability, for special, indirect, consequential or punitive
damages  (as  opposed to direct or actual damages) arising out of, in connection
with,  or  as  a  result  of,  this  Agreement  or  any  agreement or instrument
contemplated  hereby,  the Transactions, any Loan or Letter of Credit or the use
of  the  proceeds  thereof.
(e)     The  provisions  of this Section 9.05 shall remain operative and in full
force and effect regardless of the expiration of the term of this Agreement, the
consummation  of  the  transactions contemplated hereby, the repayment of any of
the  Loans,  the  expiration of the Commitments, the expiration of any Letter of
Credit,  the  invalidity  or  unenforceability  of any term or provision of this
Agreement  or any other Loan Document, or any investigation made by or on behalf
of  the  Administrative  Agent,  the Collateral Agent, any Lender or the Issuing
Bank.  All  amounts  due  under  this  Section  9.05 shall be payable on written
demand  therefor.
SECTION  9.06.     Right  of Setoff.  If an Event of Default shall have occurred
and be continuing, each Lender is hereby authorized at any time and from time to
     time,  except to the extent prohibited 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 to or for the
credit  or  the  account  of the Borrower or Holdings against any of and all the
obligations  of  the  Borrower  or Holdings now or hereafter existing under this
Agreement  and  any  other  Loan  Documents held by such Lender, irrespective of
whether  or  not  such Lender shall have made any demand under this Agreement or
such  other  Loan  Document and although such obligations may be unmatured.  The
rights  of  each  Lender under this Section 9.06 are in addition to other rights
and  remedies  (including  other  rights  of setoff) which such Lender may have.
SECTION  9.07.     Applicable  Law.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(OTHER  THAN  LETTERS  OF  CREDIT  AND  AS  EXPRESSLY  SET  FORTH  IN OTHER LOAN
DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
     STATE  OF  NEW YORK.  EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL
BE  CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT,  OR  IF  NO  SUCH  LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND
PRACTICE  FOR  DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN EFFECT, ON THE
DATE  SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE
(THE  "UNIFORM CUSTOMS") AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS,
THE  LAWS  OF  THE  STATE  OF  NEW  YORK.
SECTION  9.08.     Waivers;  Amendment.  (a)  No  failure  or  delay  of  the
Administrative  Agent,  the  Collateral Agent, any Lender or the Issuing Bank in
exercising  any  power or right hereunder or under any other Loan Document shall
operate  as  a  waiver  thereof, nor shall any single or partial exercise of any
such  right  or  power, or any abandonment or discontinuance of steps to enforce
such  a  right  or  power, preclude any other or further exercise thereof or the
exercise  of  any  other  right  or  power.  The  rights  and  remedies  of  the
Administrative  Agent,  the  Collateral  Agent, the Issuing Bank and the Lenders
hereunder  and  under  the  other  Loan  Documents  are  cumulative  and are not
exclusive  of  any rights or remedies that they would otherwise have.  No waiver
of  any provision of this Agreement or any other Loan Document or consent to any
departure  by  the Borrower or any other Loan Party therefrom shall in any event
be effective unless the same shall be permitted by paragraph (b) below, and then
such  waiver or consent shall be effective only in the specific instance and for
the purpose for which given.  No notice or demand on the Borrower or Holdings in
any  case  shall entitle the Borrower or Holdings to any other or further notice
or  demand  in  similar  or  other  circumstances.
(b)     Neither  this  Agreement nor any provision hereof may be waived, amended
or  modified  except  pursuant  to an agreement or agreements in writing entered
into by the Borrower, Holdings and the Required Lenders; provided, however, that
     no such agreement shall (i) decrease the principal amount of, or extend the
maturity  of  or any scheduled principal payment date or date for the payment of
any  interest  on any Loan or any date for reimbursement of an L/C Disbursement,
or waive or excuse any such payment or any part thereof, or decrease the rate of
interest  on  any Loan or L/C Disbursement, without the prior written consent of
each Lender affected thereby, (ii) increase or extend the Commitment or decrease
or  extend  the  date  for  payment  of any Fees of any Lender without the prior
written  consent of such Lender, (iii) amend or modify the pro rata requirements
of  Section  2.17,  the  provisions of Section 9.04(j) or the provisions of this
Section  or  release  any  material  Guarantor  (other  than any such release as
provided for in any Security Document in connection with the consummation of any
transaction  permitted under this Agreement) or all or substantially all part of
the  Collateral,  without  the prior written consent of each Lender, (iv) change
the  provisions  of  any  Loan  Document in a manner that by its terms adversely
affects  the  rights  in respect of payments due to Lenders holding Loans of one
Class  differently  from  the rights of Lenders holding Loans of any other Class
without  the prior written consent of  Lenders holding a majority in interest of
the  outstanding  Loans and unused Commitments of each adversely affected Class,
(v)  modify  the  protections  afforded  to an SPC pursuant to the provisions of
Section  9.04(i)  without  the  written  consent  of such SPC or (vi) reduce the
percentage  contained  in  the definition of the term "Required Lenders" without
the  prior  written  consent  of  each Lender (it being understood that with the
consent  of  the  Required  Lenders, additional extensions of credit pursuant to
this  Agreement  may be included in the determination of the Required Lenders on
substantially  the  same basis as the Term Loan Commitments and Revolving Credit
Commitments  on  the date hereof); provided further that no such agreement shall
amend,  modify  or  otherwise  affect the rights or duties of the Administrative
Agent,  the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder
or  under  any  other  Loan  Document  without  the prior written consent of the
Administrative  Agent,  the  Collateral Agent, the Issuing Bank or the Swingline
Lender.  Notwithstanding  the  foregoing,  if the terms of any amendment to this
Agreement  provide  that  any  Class  of  Loans  will  be repaid in full and the
Commitments  of  such  Class  (if  any)  terminated  as  a  condition  to  the
effectiveness  of  such amendment, then so long as the Loans and Commitments (if
any)  of  such Class are in fact repaid and terminated upon the effectiveness of
such  amendment,  such  Loans  and  Commitments  shall  not  be  included in the
determination  of  the  Required  Lenders  with  respect  to  such  amendment.
SECTION  9.09.     Interest Rate Limitation.  Notwithstanding anything herein to
the  contrary,  if  at  any  time  the  interest  rate applicable to any Loan or
participation in any L/C Disbursement, together with all fees, charges and other
     amounts which are treated as interest on such Loan or participation in such
L/C Disbursement under applicable law (collectively the "Charges"), shall exceed
the  maximum  lawful  rate  (the  "Maximum  Rate")  which may be contracted for,
charged,  taken,  received  or  reserved  by  the  Lender  holding  such Loan or
participation in accordance with applicable law, the rate of interest payable in
respect  of  such  Loan  or  participation  hereunder, together with all Charges
payable  in  respect  thereof,  shall be limited to the Maximum Rate and, to the
extent  lawful, the interest and Charges that would have been payable in respect
of  such Loan or participation but were not payable as a result of the operation
of  this Section 9.09 shall be cumulated and the interest and Charges payable to
such  Lender  in  respect  of  other Loans or participations or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together  with  interest thereon at the Federal Funds Effective Rate to the date
of  repayment,  shall  have  been  received  by  such  Lender.
SECTION  9.10.     Entire  Agreement.  This  Agreement,  the  Fee Letter and the
other Loan Documents constitute the entire contract between the parties relative
     to  the  subject  matter  hereof.  Any  other  previous agreement among the
parties  with  respect  to  the  subject  matter  hereof  is  superseded by this
Agreement  and  the  other  Loan Documents.  Nothing in this Agreement or in the
other  Loan  Documents,  expressed  or  implied,  is intended to confer upon any
person  (other  than the parties hereto and thereto, their respective successors
and  assigns  permitted  hereunder  (including any Affiliate of the Issuing Bank
that  issues  any  Letter  of  Credit) and, to the extent expressly contemplated
hereby,  the Related Parties of each of the Administrative Agent, the Collateral
Agent,  the Syndication Agent, the Documentation Agent, the Issuing Bank and the
Lenders)  any rights, remedies, obligations or liabilities under or by reason of
this  Agreement  or  the  other  Loan  Documents.
SECTION 9.11.     WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST  EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY  IN  RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR  IN  CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.  EACH
PARTY  HERETO  (A)  CERTIFIES  THAT  NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT,  IN  THE  EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES  THAT  IT  AND  THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS,  THE  MUTUAL  WAIVERS  AND  CERTIFICATIONS  IN  THIS  SECTION  9.11.
SECTION  9.12.     Severability.  In the event any one or more of the provisions
contained  in  this  Agreement  or  in  any  other  Loan Document should be held
invalid,  illegal  or  unenforceable  in any respect, the validity, legality and
enforceability  of  the  remaining provisions contained herein and therein shall
not  in  any  way  be affected or impaired thereby (it being understood that the
invalidity  of  a particular provision in a particular jurisdiction shall not in
and  of itself affect the validity of such provision in any other jurisdiction).
The  parties  shall  endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of
which  comes  as  close  as  possible  to  that  of  the  invalid,  illegal  or
unenforceable  provisions.
SECTION  9.13.     Counterparts.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute  an  original but all of which when taken together shall constitute a
single  contract,  and  shall  become  effective  as  provided  in Section 9.03.
Delivery  of  an  executed  signature  page  to  this  Agreement  by  facsimile
transmission  shall be as effective as delivery of a manually signed counterpart
of  this  Agreement.
SECTION  9.14.     Headings.  Article  and  Section  headings  and  the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement  and  are  not  to  affect  the  construction  of, or to be taken into
consideration  in  interpreting,  this  Agreement.
SECTION  9.15.     Jurisdiction;  Consent  to  Service of Process.  (a)  Each of
Holdings  and  the  Borrower hereby irrevocably and unconditionally submits, for
itself  and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York City,
and  any  appellate  court from any thereof, in any action or proceeding arising
out  of  or  relating  to  this  Agreement  or  the other Loan Documents, or for
recognition  or  enforcement  of  any  judgment,  and each of the parties hereto
hereby  irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to  the  extent  permitted  by  law, in such Federal court.  Each of the parties
hereto  agrees  that  a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.  Nothing in this Agreement shall affect any
right  that  the  Administrative  Agent,  the  Collateral Agent, the Syndication
Agent,  the  Documentation  Agent,  the Issuing Bank or any Lender may otherwise
have  to  bring any action or proceeding relating to this Agreement or the other
Loan  Documents against the Borrower, Holdings or their respective properties in
the  courts  of  any  jurisdiction.
(b)     Each of Holdings and the Borrower hereby irrevocably and unconditionally
     waives,  to  the  fullest  extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action  or  proceeding arising out of or relating to this Agreement or the other
Loan  Documents  in  any  New  York State or Federal court.  Each of the parties
hereto  hereby  irrevocably  waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in  any  such  court.
(c)     Each  party to this Agreement irrevocably consents to service of process
in  the  manner provided for notices in Section 9.01.  Nothing in this Agreement
will  affect  the  right  of any party to this Agreement to serve process in any
other  manner  permitted  by  law.
SECTION  9.16.     Confidentiality.  Each  of  the  Administrative  Agent,  the
Collateral  Agent,  the  Syndication Agent, the Documentation Agent, the Issuing
Bank  and  the Lenders agrees to maintain the confidentiality of the Information
(as  defined below), except that Information may be disclosed (a) to its and its
Affiliates'  officers,  directors,  trustees,  employees  and  agents, including
accountants,  legal  counsel  and  other  advisors (it being understood that the
persons  to  whom  such  disclosure is made will be informed of the confidential
nature  of  such  Information  and  instructed  to  keep  such  Information
confidential),  (b)  to  the  extent  requested  by  any regulatory authority or
quasi-regulatory  authority  (such  as  the  National  Association  of Insurance
Commissioners),  (c) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, (d) in connection with the exercise of
     any  remedies  hereunder  or  under  the  other Loan Documents or any suit,
action  or  proceeding  relating  to  the enforcement of its rights hereunder or
thereunder,  (e) subject to an agreement containing provisions substantially the
same as those of this Section 9.16, to (i) any actual or prospective assignee or
pledgee  of  or  participant  in  any  of  its  rights or obligations under this
Agreement  and  the  other  Loan  Documents  or  (ii)  any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the  Borrower or any Subsidiary or any of their respective obligations, (f) with
the  consent  of  the  Borrower  or  (g)  to the extent such Information becomes
publicly available other than as a result of a breach of this Section 9.16.  For
the  purposes of this Section, "Information" shall mean all information received
from  the  Borrower  or  Holdings  and  related  to  the Borrower, Holdings, any
Subsidiary or their business, other than any such information that was available
to  the  Administrative  Agent,  the  Collateral  Agent, the Issuing Bank or any
Lender  on  a  nonconfidential  basis prior to its disclosure by the Borrower or
Holdings;  provided  that, in the case of Information received from the Borrower
or Holdings after the date hereof, such information is clearly identified at the
time  of  delivery  as  confidential or is of a nature that the recipient should
reasonably  believe  to  be  confidential.  Any  person required to maintain the
confidentiality  of  Information  as  provided  in  this  Section  9.16 shall be
considered  to  have  complied  with  its obligation to do so if such person has
exercised  the  same  degree  of  care  to  maintain the confidentiality of such
Information  as  such  person  would  accord  its  own confidential information.
SECTION  9.17.     USA  Patriot  Act Notice.  Each Lender and the Administrative
Agent  (for itself and not on behalf of any Lender) hereby notifies Holdings and
the  Borrower  that  pursuant  to the requirements of the USA Patriot Act, it is
required  to  obtain, verify and record information that identifies Holdings and
the  Borrower,  which  information includes the name and address of Holdings and
the  Borrower  and  other  information  that  will  allow  such  Lender  or  the
Administrative  Agent,  as  applicable, to identify Holdings and the Borrower in
accordance  with  the  USA  Patriot  Act.

<PAGE>
IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be duly
executed  by  their  respective authorized officers as of the day and year first
above  written.
CCC  INFORMATION  SERVICES  INC.
by
     /s/  David  L.  Harbert
     Name:  David  L.  Harbert
     -------------------------
     Title:  Chief  Financial  Officer


CCC  INFORMATION  SERVICES  GROUP  INC.
by
     /s/  David  L.  Harbert
     Name:  David  L.  Harbert
     -------------------------
     Title:  Chief  Financial  Officer


CREDIT  SUISSE  FIRST  BOSTON,  acting  through  its  Cayman  Islands  Branch,
individually and as Administrative Agent, Collateral Agent, Swingline Lender and
Issuing  Bank,
by
           /s/  Mark  E.  Gleason
     Name:  Mark  E.  Gleason
     ------------------------
     Title:  Director

by
     /s/  Joshua  Parrish
     Name:  Joshua  Parrish
     ----------------------
     Title:  Associate


LASALLE  BANK  NATIONAL  ASSOCIATION,  individually  and as Documentation Agent,

by
     /s/  Amy  Long
     Name:  Amy  Long
     ----------------
     Title:  First  Vice  President

JEFFERIES  &  COMPANY,  INC.,
as  Syndication  Agent,

by
     /s/  M.  Brent  Stevens
     Name:  M.  Brent  Stevens
     -------------------------
     Title:  Executive  Vice  President