U.S.$475,000,000

                               CREDIT AGREEMENT,


                        dated as of November 30, 1999,


                                      among

                          OUTSOURCING SOLUTIONS INC.,

                                as the Borrower,

               VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS
                       FROM TIME TO TIME PARTIES HERETO,

                                 as the Lenders,

                          DLJ CAPITAL FUNDING, INC.,
                            as the Syndication Agent,

                        HARRIS TRUST AND SAVINGS BANK,
                           as the Documentation Agent,

                                       and

                             FLEET NATIONAL BANK,
                          as the Administrative Agent.

                                  ARRANGED BY:

                            DLJ CAPITAL FUNDING, INC.


<PAGE>

                                TABLE OF CONTENTS

                  ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
1.1.       Defined Terms.....................................................3
1.2.       Use of Defined Terms.............................................39
1.3.       Cross-References.................................................40
1.4.       Accounting and Financial Determinations; etc.....................40

ARTICLE II COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES AND LETTERS OF
                                     CREDIT

2.1.       Commitments......................................................40
2.1.1.     Revolving Loan Commitment and Swing Line Loan Commitment.........40
2.1.2.     Letter of Credit Commitment......................................41
2.1.3.     Term A Loan Commitment...........................................42
2.1.4.     Term B Loan Commitment...........................................42
2.2.       Reduction of the Commitment Amounts..............................42
2.2.1.     Optional.........................................................42
2.2.2.     Mandatory........................................................42
2.3.       Borrowing Procedures.............................................43
2.3.1.     Borrowing Procedure..............................................43
2.3.2.     Swing Line Loans.................................................43
2.4.       Continuation and Conversion Elections............................45
2.5.       Funding..........................................................45
2.6.       Issuance Procedures..............................................46
2.6.1.     Other Lenders' Participation.....................................46
2.6.2.     Disbursements....................................................46
2.6.3.     Reimbursement....................................................47
2.6.4.     Deemed Disbursements.............................................47
2.6.5.     Nature of Reimbursement Obligations..............................48
2.7.       Register; Notes..................................................48

            ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
3.1.       Repayments and Prepayments; Application..........................50
3.1.1.     Repayments and Prepayments.......................................50
3.1.2.     Application......................................................54
3.2.       Interest Provisions..............................................55
3.2.1.     Rates............................................................55
3.2.2.     Post-Maturity Rates..............................................55
3.2.3.     Payment Dates....................................................55
3.3.       Fees.............................................................56
3.3.1.     Commitment Fee...................................................56
3.3.2.     Administrative Agent's Fees......................................56
3.3.3.     Letter of Credit Fee.............................................56

               ARTICLE IV CERTAIN LIBO RATE AND OTHER PROVISIONS
4.1.       LIBO Rate Lending Unlawful.......................................57
4.2.       Deposits Unavailable.............................................57
4.3.       Increased LIBO Rate Loan Costs, etc..............................57
4.4.       Funding Losses...................................................58
4.5.       Increased Capital Costs..........................................58
4.6.       Taxes............................................................59
4.7.       Payments, Computations, etc......................................62
4.8.       Sharing of Payments..............................................62
4.9.       Setoff...........................................................63
4.10.      Change of Lending Office.........................................63
4.11.      Replacement of Lenders...........................................63
4.12.      Limitation on Additional Amounts, etc............................64

                   ARTICLE V CONDITIONS TO CREDIT EXTENSIONS
5.1.       Initial Credit Extension.........................................65
5.1.1.     Resolutions, etc.................................................65
5.1.2.     Transaction Consummated..........................................65
5.1.3.     Transaction Documents............................................66
5.1.4.     Closing Date Certificate.........................................67
5.1.5.     Delivery of Notes................................................67
5.1.6.     Payment of Outstanding Indebtedness, etc.........................67
5.1.7.     Administrative Agent's Fee Letter, Closing Fees, Expenses, etc...67
5.1.8.     Financial Information; Material Adverse Change...................68
5.1.9.     Opinions of Counsel; Reliance Letters............................68
5.1.10.    Filing Agent, etc................................................68
5.1.11.    Subsidiary Guaranty..............................................69
5.1.12.    Solvency, etc....................................................69
5.1.13.    Pledge Agreements................................................69
5.1.14.    Patent Security Agreement, Copyright Security Agreement
             and Trademark Security Agreement...............................70
5.1.15.    Perfection Certificates..........................................70
5.1.16.    Insurance........................................................70
5.1.17.    Corporate, Tax and Capital Structure.............................71
5.1.18.    Litigation.......................................................71
5.2.       All Credit Extensions............................................71
5.2.1.     Compliance with Warranties, No Default, etc......................71
5.2.2.     Credit Extension Request, etc....................................71
5.2.3.     Satisfactory Legal Form..........................................71

                   ARTICLE VI REPRESENTATIONS AND WARRANTIES
6.1.       Organization, etc................................................72
6.2.       Due Authorization, Non-Contravention, etc........................72
6.3.       Government Approval, Regulation, etc.............................72
6.4.       Validity, etc....................................................73
6.5.       Financial Information............................................73
6.6.       No Material Adverse Change.......................................73
6.7.       Litigation, Labor Controversies, etc.............................73
6.8.       Subsidiaries.....................................................74
6.9.       Ownership of Properties; Capital Securities......................74
6.10.      Taxes............................................................74
6.11.      Pension and Welfare Plans........................................74
6.12.      Environmental Warranties.........................................75
6.13.      Accuracy of Information..........................................76
6.14.      Regulations U and X..............................................76
6.15.      Year 2000........................................................76
6.16.      Status of Obligations as Senior Indebtedness, etc................76
6.17.      Solvency.........................................................77

                              ARTICLE VII COVENANTS

7.1.       Affirmative Covenants............................................77
7.1.1.     Financial Information, Reports, Notices, etc.....................77
7.1.2.     Maintenance of Existence; Compliance with Laws, etc..............79
7.1.3.     Maintenance of Properties........................................79
7.1.4.     Insurance........................................................80
7.1.5.     Books and Records................................................80
7.1.6.     Environmental Law Covenant.......................................81
7.1.7.     Use of Proceeds..................................................81
7.1.8.     Subsidiary Guarantors, Security, etc.............................82
7.1.9.     Hedging Obligations..............................................82
7.1.10.    Year 2000........................................................83
7.1.11.    Maintenance of Corporate Separateness............................83
7.1.12.    Existing and Future Owned Real Property..........................83
7.1.13.    Permitted Receivables Transaction................................84
7.2.       Negative Covenants...............................................85
7.2.1.     Business Activities..............................................85
7.2.2.     Indebtedness.....................................................85
7.2.3.     Liens............................................................88
7.2.4.     Financial Condition and Operations...............................90
7.2.5.     Investments......................................................93
7.2.6.     Restricted Payments, etc.........................................95
7.2.7.     Capital Expenditures, etc........................................96
7.2.8.     No Prepayment of Subordinated Debt...............................97
7.2.9.     Issuance of Capital Securities...................................97
7.2.10.    Consolidation, Merger, etc.......................................98
7.2.11.    Permitted Dispositions...........................................98
7.2.12.    Modification of Certain Documents................................99
7.2.13.    Transactions with Affiliates.....................................99
7.2.14.    Restrictive Agreements, etc......................................99
7.2.15.    Sale and Leaseback..............................................100
7.2.16.    Accounting Changes..............................................100
7.3.       UAS and the Student Loan Collection Business....................100
7.3.1.     Business Activities.............................................100
7.3.2.     Indebtedness....................................................100
7.3.3.     Liens...........................................................101
7.3.4.     Investments.....................................................101
7.3.5.     Restricted Payments, etc........................................101
7.3.6.     Consolidation, Merger...........................................101
7.4.       OSIFC...........................................................101

                          ARTICLE VIII EVENTS OF DEFAULT

8.1.       Listing of Events of Default....................................101
8.1.1.     Non-Payment of Obligations......................................101
8.1.2.     Breach of Warranty..............................................102
8.1.3.     Non-Performance of Certain Covenants and Obligations............102
8.1.4.     Non-Performance of Other Covenants and Obligations..............102
8.1.5.     Default on Other Indebtedness...................................102
8.1.6.     Judgments.......................................................102
8.1.7.     Pension Plans...................................................102
8.1.8.     Change in Control...............................................103
8.1.9.     Bankruptcy, Insolvency, etc.....................................103
8.1.10.    Impairment of Security, etc.....................................103
8.1.11.    Failure of Subordination........................................104
8.1.12.    Redemption......................................................104
8.2.       Action if Bankruptcy............................................104
8.3.       Action if Other Event of Default................................104

                                   ARTICLE IX

                                   THE AGENTS

9.1.       Actions.........................................................105
9.2.       Funding Reliance, etc...........................................105
9.3.       Exculpation; Notice of Default..................................105
9.4.       Successors......................................................106
9.5.       Credit Extensions by each Managing Agent and each Issuer........107
9.6.       Credit Decisions................................................107
9.7.       Copies, etc.....................................................107
9.8.       Reliance by Managing Agents and Issuers.........................107
9.9.       The Managing Agents and the Issuers.............................108
9.10.      Documentation Agent.............................................108

                        ARTICLE X MISCELLANEOUS PROVISIONS

10.1.      Waivers, Amendments, etc........................................108
10.2.      Notices; Time...................................................110
10.3.      Payment of Costs and Expenses...................................110
10.4.      Indemnification.................................................111
10.5.      Survival........................................................112
10.6.      Severability....................................................112
10.7.      Headings........................................................112
10.8.      Execution in Counterparts, Effectiveness, etc...................113
10.9.      Governing Law; Entire Agreement.................................113
10.10.     Successors and Assigns..........................................113
10.11.     Sale and Transfer of Credit Extensions; Participations in
             Credit Extensions Notes.......................................113
10.11.1.   Assignments.....................................................113
10.11.2.   Participations..................................................115
10.12.     Other Transactions..............................................116
10.13.     Independence of Covenants.......................................117
10.14.     Confidentiality.................................................117
10.15.     Forum Selection and Consent to Jurisdiction.....................117
10.16.     Waiver of Jury Trial............................................118





SCHEDULE I         -     Disclosure Schedule
SCHEDULE II        -     Percentages; Notice Information; LIBOR Office;
Domestic Office

ANNEX I            -     Corporate and Capital Structure

EXHIBIT A-1        -     Form of Revolving Note
EXHIBIT A-2        -     Form of Term A Note
EXHIBIT A-3        -     Form of Term B Note
EXHIBIT A-4        -     Form of Swing Line Note
EXHIBIT B-1        -     Form of Borrowing Request
EXHIBIT B-2        -     Form of Issuance Request
EXHIBIT C          -     Form of Continuation/Conversion Notice
EXHIBIT D          -     Form of Borrower Closing Date Certificate
EXHIBIT E          -     Form of Compliance Certificate
EXHIBIT F          -     Form of Subsidiary Guaranty
EXHIBIT G-1        -     Form of Shareholders' Pledge Agreement
EXHIBIT G-2        -     Form of Borrower Pledge and Security Agreement
EXHIBIT G-3        -     Form of Subsidiary Pledge and Security Agreement
EXHIBIT H          -     Form of Perfection Certificate
EXHIBIT I          -     Form of Solvency Certificate
EXHIBIT J          -     Form of Interco Subordination Agreement
EXHIBIT K          -     Form of Lender Assignment Agreement

<PAGE>

                                CREDIT AGREEMENT

      THIS CREDIT AGREEMENT, dated as of November 30, 1999, is made by and among
OUTSOURCING SOLUTIONS INC., a Delaware corporation (the "Borrower"), the various
financial  institutions  and other Persons (as defined  below) from time to time
parties  hereto (the  "Lenders"),  DLJ CAPITAL  FUNDING,  INC.  ("DLJ"),  as the
syndication agent (in such capacity, the "Syndication Agent"), the Lead Arranger
and the Sole Book  Running  Manager,  HARRIS  TRUST  AND  SAVINGS  BANK,  as the
documentation  agent (in such capacity,  the "Documentation  Agent"),  and FLEET
NATIONAL BANK  ("Fleet"),  as the  administrative  agent (in such capacity,  the
"Administrative Agent").

                             W I T N E S S E T H:

      WHEREAS,  in  accordance  with and  subject  to the terms  and  conditions
contained  in the  Stock  Subscription  and  Redemption  Agreement,  dated as of
October  8,  1999  (the  "Recapitalization  Agreement"),  by and  among  Madison
Dearborn Capital Partners III, L.P., a Delaware  limited  partnership  ("MDCP"),
the Borrower and all of the existing equity holders of the Borrower  immediately
prior to the  effectiveness  of the  Recapitalization  Agreement  (the "Existing
Shareholders"),  and upon the consummation of the Transaction referred to below,
(i) MDCP will, by way of a recapitalization (the "Recapitalization"), become the
direct  controlling  shareholder  of the  Borrower,  and (ii)  certain  Existing
Shareholders  (the  "Rollover  Shareholders")  will retain certain shares of OSI
Common Stock and options to purchase OSI Common Stock;

      WHEREAS, in connection with the Recapitalization,  the Borrower intends to
refinance (the "Refinancing") its existing senior credit facilities evidenced by
that  certain  Credit  Agreement,  dated as of  November  6,  1996 (as  amended,
supplemented,  amended and restated or otherwise  modified  prior to the Closing
Date, the "Existing Credit  Agreement"),  among the Borrower,  the lenders party
thereto, and certain financial institutions as the co-administrative agents;

      WHEREAS, in connection with the Recapitalization, the Borrower delivered a
consent solicitation  statement (the "Consent Solicitation  Statement") relating
to the  Subordinated  Notes,  dated  November  9,  1999,  to the  holders of the
Subordinated  Notes (the  "Subordinated  Note  Holders")  pursuant  to which the
Borrower  solicited (the  "Solicitation")  the consent of the Subordinated  Note
Holders to the waiver of, among other things, the Borrower's obligation pursuant
to Section 4.15 of the  Subordinated  Note Indenture to make a Change of Control
Offer (as such term is defined in the Subordinated Note Indenture) in connection
with the  Recapitalization  and any and all consequences arising therefrom under
the Subordinated Note Indenture;

      WHEREAS, in connection with the Recapitalization and the Refinancing,  and
pursuant to the applicable Transaction Documents,  prior to or contemporaneously
with the  consummation  of the  Recapitalization  and the making of the  initial
Credit Extensions hereunder, the Borrower will

            (a) receive  common equity  proceeds of  approximately  $200,000,000
      pursuant to the Recapitalization Agreement (which proceeds shall have been
      paid by MDCP and its  designees to the  Borrower)  such that,  immediately
      after giving effect to the Recapitalization,  MDCP and its designees shall
      be the holder of  approximately  82.5% of the issued and  outstanding  OSI
      Common  Stock,  representing  more than 77% of the OSI  Common  Stock on a
      fully diluted basis, in each case on the Closing Date;

            (b) issue  (the  "PIK  Preferred  Equity  Issuance"),  on  terms and
      conditions,  and  pursuant to  documentation  (the "PIK  Preferred  Equity
      Documents"),  reasonably  satisfactory  in all  respects  to the  Managing
      Agents,   redeemable  preferred  equity  securities  (the  "PIK  Preferred
      Equity") for not less than  $100,000,000 in gross cash proceeds to certain
      purchasers thereof (collectively, the "PIK Preferred Equity Holders"); and

            (c) issue (the "Junior PIK Preferred Equity Issuance" and,  together
      with the PIK Preferred Equity Issuance, the "Preferred Equity Issuances"),
      on terms and conditions,  and pursuant to  documentation  (the "Junior PIK
      Preferred  Equity  Documents" and,  together with the PIK Preferred Equity
      Documents,  the "Preferred Equity Documents"),  reasonably satisfactory in
      all respects to the Managing  Agents,  preferred  equity  securities  (the
      "Junior PIK Preferred Equity" and, together with the PIK Preferred Equity,
      the "Preferred Equity") to certain of the Existing Shareholders  (together
      with the PIK Preferred Equity Holders, the "Preferred Equity Holders") for
      not less than  $7,000,000 of gross cash proceeds,  in connection  with the
      Recapitalization.

The transactions  set forth in clauses (a) through (c) above,  together with the
Recapitalization,  the  Refinancing,  the  Solicitation  and  each of the  other
transactions  contemplated  thereby and hereby  (including  the  initial  Credit
Extensions hereunder, but excluding any Credit Extensions made after the Closing
Date), shall hereinafter be collectively referred to as the "Transaction", which
Transaction  shall be  consummated  for an  aggregate  amount  of  approximately
$826,000,000  (which shall include the payment of  Transaction-related  fees and
expenses not in excess of $47,000,000);

      WHEREAS,  in order to partially  finance the Transaction and in connection
with the post-closing ongoing working capital and general corporate needs of the
Borrower  and its  Subsidiaries,  the Borrower  desires to obtain the  following
financing facilities from the Lenders:

            (a) a Term A Loan Commitment and a Term B Loan  Commitment  pursuant
      to which  Borrowings  of Term  Loans will be made to the  Borrower  on the
      Closing Date in a maximum,  original  principal amount of $150,000,000 (in
      the case of Term A Loans) and $250,000,000 (in the case of Term B Loans);

            (b) a  Revolving  Loan  Commitment  (to  include   availability  for
      Revolving Loans, Swing Line Loans and Letters of Credit) pursuant to which
      Borrowings of Revolving  Loans, in a maximum  aggregate  principal  amount
      (together with all Swing Line Loans and Letter of Credit Outstandings) not
      to exceed  $75,000,000  will be made to the Borrower  from time to time on
      and  subsequent  to the  Closing  Date  but  prior to the  Revolving  Loan
      Commitment Termination Date;

            (c) a Letter of Credit Commitment  pursuant to which the Issuer will
      issue Letters of Credit for the account of the Borrower and the Subsidiary
      Guarantors  from time to time on and  subsequent  to the Closing  Date but
      prior to the  Revolving  Loan  Commitment  Termination  Date in a  maximum
      aggregate  Stated  Amount  at any  one  time  outstanding  not  to  exceed
      $25,000,000 (provided,  that the aggregate outstanding principal amount of
      Revolving Loans and Swing Line Loans, and Letter of Credit Outstandings at
      any time shall not  exceed the then  existing  Revolving  Loan  Commitment
      Amount); and

            (d) a Swing Line Loan Commitment  pursuant to which Swing Line Loans
      will be made to the Borrower  from time to time on and  subsequent  to the
      Closing Date but prior to the Revolving Loan Commitment  Termination Date;
      and

      WHEREAS,  the Lenders and the Issuer are willing, on the terms and subject
to the conditions  hereinafter  set forth,  to extend the  Commitments  and make
Loans to the Borrower and issue (or participate in) Letters of Credit;

      NOW, THEREFORE, the parties hereto agree as follows.

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

      SECTION  1.1.   Defined  Terms.   The  following  terms  (whether  or  not
underscored)  when used in this Agreement,  including its preamble and recitals,
shall, except where the context otherwise requires,  have the following meanings
(such  meanings  to be equally  applicable  to the  singular  and  plural  forms
thereof):

      "Account"  means any account (as that term is defined in Section  9-106 of
the UCC) of the  Borrower or any of its  Subsidiaries  arising  from the sale or
lease of goods or rendering of services.

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

      "Adjusted  LIBO Rate"  means,  with  respect to any LIBO Rate Loan for any
Interest Period, an interest rate per annum (rounded upwards,  if necessary,  to
the next  1/100  of 1%)  equal to (a) the  LIBO  Rate for such  Interest  Period
multiplied by (b) the Statutory Reserve Rate.

      "Administrative  Agent" is defined in the preamble and includes each other
Person appointed as the successor Administrative Agent pursuant to Section 9.4.

      "Administrative  Agent's Fee Letter" means the confidential  letter, dated
December 1, 1999, between the Borrower and the Administrative Agent.

      "Affected Lender" is defined in Section 4.11.

      "Affiliate"  of any  Person  means any other  Person  which,  directly  or
indirectly,  controls,  is  controlled  by or is under common  control with such
Person.  "Control" of a Person means the power,  directly or indirectly,  (a) to
vote (under ordinary  circumstances) 10% or more of the Capital Securities (on a
fully  diluted  basis) of such Person for the  election of  directors,  managing
members  or  general  partners  (as  applicable)  or (b) to  direct or cause the
direction of the management and policies of such Person  (whether by contract or
otherwise).

      "Agreement"  means,  on any date,  this Credit  Agreement as originally in
effect  on the  Closing  Date  and as  thereafter  from  time to  time  amended,
supplemented,  amended and restated or otherwise  modified from time to time and
in effect on such date.

      "Alternative  Receivables  Program"  is  defined  in clause (a) of Section
7.1.13.

      "Annualized  Basis" means, (a) with respect to the end of the first Fiscal
Quarter of the Borrower ending after the Closing Date, the applicable amount for
such Fiscal  Quarter  multiplied by four,  (b) with respect to the second Fiscal
Quarter of the Borrower ending after the Closing Date, the applicable amount for
such Fiscal Quarter and the immediately  preceding Fiscal Quarter  multiplied by
two,  and (c) with respect to the third  Fiscal  Quarter of the Borrower  ending
after the Closing Date,  the  applicable  amount for such Fiscal Quarter and the
immediately preceding two Fiscal Quarters multiplied by one and one-third.

      "Applicable  Commitment Fee" means, (a) for each day from the Closing Date
to (but excluding) the date upon which the Compliance Certificate for the second
full  Fiscal  Quarter to have  commenced  and ended  after the  Closing  Date is
required to be delivered by the Borrower to the Administrative Agent pursuant to
clause (c) of Section 7.1.1, a fee which shall accrue at a rate of 1/2 of 1% per
annum, and (b) at all times from the date the Compliance  Certificate  described
in clause (a) above is required to be delivered, a fee which shall accrue at the
applicable rate per annum set forth below under the column entitled  "Applicable
Commitment  Fee",  determined  by reference  to the  applicable  Leverage  Ratio
referred to below:


          Leverage Ratio         Applicable Commitment Fee
          --------------         -------------------------
      greater than or equal
      to 4.00:1.00                        0.500%

      less than 4.00:1.00                 0.375%

The Leverage Ratio used to compute the  Applicable  Commitment Fee shall be that
set forth in the Compliance  Certificate most recently delivered by the Borrower
to the Administrative  Agent; changes in the Applicable Commitment Fee resulting
from a change in the Leverage Ratio shall become  effective upon delivery by the
Borrower to the Administrative Agent of a new Compliance Certificate pursuant to
clause (c) of Section 7.1.1.  If the Borrower shall fail to deliver a Compliance
Certificate  by the delivery due date  specified in such clause,  the Applicable
Commitment  Fee from and including the day  immediately  following such delivery
due date to (but excluding) the date the Borrower delivers to the Administrative
Agent a  Compliance  Certificate  shall  conclusively  be equal  to the  highest
Applicable Commitment Fee set forth above.

      "Applicable Margin" means, at all times during the applicable periods  set
forth below,

            (a) on any date, with respect to the unpaid principal amount of each
      Term B Loan  maintained as a (i) Base Rate Loan,  3.00% per annum and (ii)
      LIBO Rate Loan, 4.00% per annum;

            (b) from the Closing Date to (but excluding) the date upon which the
      Compliance  Certificate  for  the  second  full  Fiscal  Quarter  to  have
      commenced  and ended after the Closing Date is required to be delivered by
      the Borrower to the Administrative Agent pursuant to clause (c) of Section
      7.1.1,  with respect to the unpaid  principal amount of each (i) Revolving
      Loan and Term A Loan maintained as a Base Rate Loan,  2.25% per annum, and
      (ii) Revolving Loan and Term A Loan maintained as a LIBO Rate Loan,  3.25%
      per annum; and

            (c) at all times from the date the Compliance  Certificate described
      in clause  (b) above is  required  to be  delivered,  with  respect to the
      unpaid  principal  amount of each Revolving Loan and Term A Loan, the rate
      determined  by  reference  to the  applicable  Leverage  Ratio  and at the
      applicable  percentage per annum set forth below under the column entitled
      "Applicable Margin for Base Rate Loans", in the case of such Loans made or
      maintained as Base Rate Loans, or by reference to the applicable  Leverage
      Ratio and at the applicable percentage per annum set forth below under the
      column entitled  "Applicable  Margin for LIBO Rate Loans",  in the case of
      such Loans made or maintained as LIBO Rate Loans:

                                         Applicable              Applicable
           Leverage Ratio               Margin For              Margin For
                                      Base Rate Loans         LIBO Rate Loans

      greater than or equal
      to 4.00:1.00                         2.25%                   3.25%

      greater than or equal to
       3.50:1.00 and less than             1.75%                   2.75%
       4.00:1.00

      greater than or equal to
       2.75:1.00 and less than             1.25%                   2.25%
       3.50:1.00

      less than 2.75:1.00                  0.75%                   1.75%

The Leverage Ratio used to compute the  Applicable  Margin shall be the Leverage
Ratio set forth in the  Compliance  Certificate  most recently  delivered by the
Borrower to the Administrative Agent; changes in the Applicable Margin resulting
from a change in the Leverage Ratio shall become  effective upon delivery by the
Borrower to the Administrative Agent of a new Compliance Certificate pursuant to
clause (c) of Section 7.1.1.  If the Borrower shall fail to deliver a Compliance
Certificate  by the delivery due date  specified in such clause,  the Applicable
Margin from and including the day  immediately  following such delivery due date
to (but excluding) the date the Borrower delivers to the Administrative  Agent a
Compliance  Certificate  shall  conclusively be equal to the highest  Applicable
Margin set forth above.

      "Assignee Lender" is defined in Section 10.11.1.

      "Assignor Lender" is defined in Section 10.11.1.

      "Authorized Officer" is defined in clause (b) of Section 5.1.1.

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

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

      "Borrower" is defined in the preamble.

      "Borrower  Closing Date  Certificate"  means the closing date  certificate
executed and delivered by the Borrower  pursuant to the terms of this Agreement,
substantially in the form of Exhibit D hereto.

      "Borrower  Pledge and  Security  Agreement"  means the Pledge and Security
Agreement  executed and  delivered  by an  Authorized  Officer of the  Borrower,
substantially in the form of Exhibit G-2 hereto,  together with any supplemental
Foreign  Pledge  Agreements  delivered  from time to time  pursuant  to any Loan
Document,  in each  case as  amended,  supplemented,  amended  and  restated  or
otherwise modified from time to time.

      "Borrowing" means the Loans of the same type and, in the case of LIBO Rate
Loans, having the same Interest Period made by all Lenders required to make such
Loans on the same  Business  Day and pursuant to the same  Borrowing  Request in
accordance with Section 2.1.

      "Borrowing  Request" means a Loan request and certificate duly executed by
an Authorized Officer of the Borrower,  substantially in the form of Exhibit B-1
hereto.

      "Business  Day" means any day that is not a Saturday,  Sunday or other day
on  which  commercial  banks  in  Boston,  Massachusetts  or New  York  City are
authorized  or required  by law to remain  closed;  provided,  that when used in
connection with a LIBO Rate 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" means for any period, the sum of (a) the aggregate
amount of all  expenditures  of the Borrower and its  Subsidiaries  for fixed or
capital assets made during such period which, in accordance with GAAP,  would be
classified  as  capital  expenditures,  and  (b)  the  aggregate  amount  of the
principal  component of all Capitalized Lease  Liabilities  incurred during such
period by the Borrower and its Subsidiaries; provided, that Capital Expenditures
shall not  include (i) any such  expenditures  or any such  principal  component
funded with (x) any Casualty Proceeds,  as permitted under clause (h) of Section
3.1.1 or (y) any Net  Disposition  Proceeds or the  proceeds  received  from any
Disposition of obsolete  equipment  permitted under clause (a) of Section 7.2.11
(collectively  referred to as the "Excluded  Proceeds");  or (ii) any Investment
made under Section 7.2.5 (other than pursuant to clause (d)(i) thereof, but then
only to the extent such expenditures were not funded with Excluded Proceeds).

      "Capital  Securities"  means,  with  respect  to any  Person,  any and all
shares,  interests,  participations  or other equivalents  (however  designated,
whether voting or non-voting) of such Person's capital,  whether now outstanding
or issued after the Closing Date.

      "Capitalized  Lease  Liabilities"  means all monetary  obligations  of the
Borrower or any of its  Subsidiaries  under any  leasing or similar  arrangement
which  have  been (or,  in  accordance  with  GAAP,  should  be)  classified  as
capitalized  leases,  and for purposes of each Loan  Document the amount of such
obligations  shall be the capitalized  amount thereof,  determined in accordance
with GAAP, and the stated maturity thereof shall be the date of the last payment
of rent or any other  amount due under  such lease  prior to the first date upon
which such lease may be terminated by the lessee without payment of a premium or
a penalty.

      "Carry-Forward Amount" is defined in Section 7.2.7.

      "Cash  Collateralize"  means,  with  respect  to a Letter of  Credit,  the
deposit of immediately available funds into a cash collateral account maintained
with (or on behalf of) the  Administrative  Agent on terms  satisfactory  to the
Administrative  Agent in an amount equal to the Stated  Amount of such Letter of
Credit.

      "Cash Equivalent Investment" means, at any time:

            (a) any direct obligation of (or unconditionally  guaranteed by) the
      United  States (or any agency or  political  subdivision  thereof,  to the
      extent such  obligations are supported by the full faith and credit of the
      United  States)  maturing  not  more  than  one  year  from  the  date  of
      acquisition thereof;

            (b) any direct  obligation  issued by any State of the United States
      (or any agency or political  subdivision  thereof)  maturing not more than
      one year from the date of  acquisition  thereof and (i) backed by the full
      faith and credit of such State or (ii) at the time of acquisition,  having
      the highest rating obtainable from either S&P or Moody's;

            (c) commercial  paper  maturing not more than 365 days from the date
      of acquisition and rated A-1 or higher by S&P or P-1 or higher by Moody's;

            (d) any certificate of deposit, time deposit, or bankers acceptance,
      maturing  not more  than one year  after its date of  acquisition,  or any
      demand deposit accounts which, in any case, is issued by or established at
      either (i) any bank organized  under the laws of the United States (or any
      State  thereof)  and  which has (x) a credit  rating of A2 or higher  from
      Moody's or A or higher  from S&P and (y) a combined  capital  and  surplus
      greater than $250,000,000 or (ii) any Lender;

            (e) any repurchase agreement having a term of 7 days or less entered
      into with any Lender or any commercial banking institution  satisfying the
      criteria  set  forth in clause  (c)(i)  which  (i) is  secured  by a fully
      perfected  security  interest in any  obligation of the type  described in
      clause  (a),  and  (ii) has a market  value  at the time  such  repurchase
      agreement  is  entered  into  of not  less  than  100%  of the  repurchase
      obligation of such commercial banking institution thereunder; or

            (f) shares of investment  companies  that are  registered  under the
      Investment Company Act of 1940, as amended,  and that invest solely in one
      or more of the types of  securities  described  in clauses (a) through (e)
      above.

      "Casualty  Event" means the damage,  destruction or  condemnation,  as the
case may be, of any property of the Borrower or any of its Subsidiaries.

      "Casualty  Proceeds"  means,  with respect to any Casualty Event, the cash
amount  of any  insurance  proceeds  under  any  casualty  insurance  policy  or
condemnation  awards  received  by the  Borrower or any of its  Subsidiaries  in
connection  therewith,  but excluding any proceeds or awards required to be paid
to a creditor  (other than the Lenders) which holds a Lien on the property which
is the subject of such  Casualty  Event  which Lien (i) is a Permitted  Lien and
(ii) has priority over the Liens securing the Obligations.

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

      "CERCLIS" means  the  Comprehensive  Environmental  Response  Compensation
Liability Information System List.

      "Change in Control" means

            (a) the failure of Madison at any time to,  directly or  indirectly,
      (i) own  beneficially  on a fully diluted basis at least 51% of the issued
      and  outstanding  OSI Common  Stock,  all such OSI Common Stock to be held
      free  and  clear of all  Liens  (other  than  Liens  granted  under a Loan
      Document)  or (ii) have the right to  designate  or cause to be  elected a
      majority of the Board of Directors of the Borrower; or

            (b) at any time after the creation of a Public Market, any person or
      group  (within the meaning of Sections  13(d) and 14(d) under the Exchange
      Act),  other than Madison,  becoming the ultimate  "beneficial  owner" (as
      defined in Rules  13d-3 and 13d-5  under the  Exchange  Act),  directly or
      indirectly,  of Voting  Securities  representing 30% or more of the Voting
      Securities of the Borrower on a fully diluted basis; or

            (c) the  occurrence  of any  "Change of Control"  (or similar  term)
      under (and as defined in) any Subordinated Debt Document.

      "Closing  Date"  means the date  (which  shall be a  Business  Day) of the
initial Credit Extension hereunder.

      "Code"  means  the  Internal  Revenue  Code of 1986,  and the  regulations
thereunder, in each case as amended, reformed or otherwise modified from time to
time.

      "Commitment"  means,  as the context may require,  a Lender's  Term A Loan
Commitment, Term B Loan Commitment,  Revolving Loan Commitment, Letter of Credit
Commitment or Swing Line Loan Commitment.

      "Commitment  Amount"  means,  as the context may require,  the Term A Loan
Commitment  Amount,  the  Term B Loan  Commitment  Amount,  the  Revolving  Loan
Commitment Amount, the Letter of Credit Commitment Amount or the Swing Line Loan
Commitment Amount.

      "Commitment  Termination Date" means, as the context may require, the Term
A Loan Commitment  Termination Date, the Term B Loan Commitment Termination Date
or the Revolving Loan Commitment Termination Date.

      "Commitment Termination Event" means

            (a) the occurrence of any Event of Default described in clauses  (a)
through (d) of Section 8.1.9 with respect to the Borrower; or

            (b) the occurrence and continuance of any other Event of Default and
      either (i) the  declaration  of all or any  portion of the Loans to be due
      and  payable  pursuant  to Section 8.3 or (ii) the giving of notice by the
      Administrative  Agent, acting at the direction of the Required Lenders, to
      the Borrower that the Commitments have been terminated.

      "Compliance  Certificate"  means a certificate duly completed and executed
by the  chief  financial  or  accounting  Authorized  Officer  of the  Borrower,
substantially  in the form of  Exhibit E  hereto,  together  with  such  changes
thereto as the Administrative Agent may from time to time reasonably request for
the purpose of monitoring the Borrower's compliance with the financial covenants
contained herein.

      "Consent Solicitation Statement" is defined in the third recital.

      "Contingent Liability" means any agreement,  undertaking or arrangement by
which any Person  guarantees,  endorses or otherwise  becomes or is contingently
liable  upon (by direct or  indirect  agreement,  contingent  or  otherwise,  to
provide  funds for  payment,  to supply  funds to, or  otherwise to invest in, a
debtor,  or otherwise to assure a creditor against loss) the Indebtedness of any
other  Person  (other  than by  endorsements  of  instruments  in the  course of
collection),  or guarantees the payment of dividends or other distributions upon
the  Capital  Securities  of any  other  Person.  The  amount  of  any  Person's
obligation under any Contingent  Liability shall be deemed to be the outstanding
principal amount of the debt,  obligation or other liability  guaranteed thereby
(reduced to the extent that such  Person's  obligation  thereunder is reduced by
applicable law or valid contractual agreement).

      "Continuation/Conversion   Notice"  means  a  notice  of  continuation  or
conversion  and  certificate  duly  executed  by an  Authorized  Officer  of the
Borrower, substantially in the form of Exhibit C hereto.

      "Controlled Group" means all members of a controlled group of corporations
and all members of a controlled  group of trades or  businesses  (whether or not
incorporated)  under common  control  which,  together  with the  Borrower,  are
treated  as a single  employer  under  Section  414(b)  or 414(c) of the Code or
Section 4001 of ERISA.

      "Copyright  Security  Agreement"  means any Copyright  Security  Agreement
executed and delivered by any Obligor in substantially  the form of Exhibit C to
either  Pledge and Security  Agreement,  as amended,  supplemented,  amended and
restated or otherwise modified from time to time.

      "Credit Extension" means, as the context may require,

            (a) the making of a Loan by a Lender; or

            (b) the  issuance of any Letter of Credit,  or the  extension of any
      Stated  Expiry Date of any existing  Letter of Credit,  by the  applicable
      Issuer.

      "Credit  Extension  Request"  means,  as  the  context  may  require,  any
Borrowing Request or Issuance Request.

      "Current  Assets" means,  on any date, all assets (other than  receivables
portfolios owned on the Closing Date and thereafter  acquired by the Borrower or
any of its Subsidiaries in connection with any Permitted Portfolio  Acquisition)
which,  in  accordance  with GAAP,  would be  included  as  current  assets on a
consolidated  balance sheet of the Borrower and its Subsidiaries at such date as
current assets.

      "Current Liabilities" means, on any date, all amounts which, in accordance
with GAAP,  would be included as current  liabilities on a consolidated  balance
sheet of the  Borrower  and its  Subsidiaries  at such date,  excluding  current
maturities of Indebtedness.

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

      "Disbursement" is defined in Section 2.6.2.

      "Disbursement Date" is defined in Section 2.6.2.

      "Disclosure  Schedule"  means the Disclosure  Schedule  attached hereto as
Schedule  I,  as it  may be  amended,  supplemented,  amended  and  restated  or
otherwise modified from time to time by the Borrower with the written consent of
the Required Lenders.

      "Disposition"  (or  similar  words  such as  "Dispose")  means  any  sale,
transfer,  lease,  contribution or other conveyance (including by way of merger)
of,  or the  granting  of  options,  warrants  or other  rights  to,  any of the
Borrower's or its  Subsidiaries'  assets  (including  accounts  receivables  and
Capital  Securities of  Subsidiaries) to any other Person (other than to another
Obligor) in a single  transaction or series of related  transactions  (provided,
that  "Disposition"  shall  exclude  the  write-off  in the  ordinary  course of
business of amounts owing to the Borrower or its Subsidiaries which the Borrower
has determined to be uncollectible).

      "DLJ" is defined in the preamble.

      "Documentation Agent" is defined in the preamble.

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

      "Domestic Office" means the office of a Lender designated as its "Domestic
Office" on Schedule II hereto or in a Lender Assignment Agreement, or such other
office within the United States as may be designated from time to time by notice
from such Lender to the Administrative Agent and the Borrower.

      "Domestic  Subsidiary"  means  any  Subsidiary  that  is  incorporated  or
organized in or under the laws of the United  States,  any state  thereof or the
District of Columbia.

      "EBITDA" means,  for  any  applicable period, the sum for the Borrower and
its Subsidiaries on a consolidated basis of

            (a)  Net Income,

plus

            (b) the amount  deducted  in  determining  Net  Income  representing
      non-cash  charges or expenses,  including  depreciation  and  amortization
      (excluding any non-cash charges  representing an accrual of or reserve for
      cash charges to be paid within the next twelve months),

plus

            (c) the amount  deducted  in  determining  Net  Income  representing
      income taxes (other than for the OSIFC Family) (whether paid or deferred),

plus

            (d) the amount  deducted  in  determining  Net  Income  representing
      Interest  Expense and all fees,  expenses and  management  bonuses (to the
      extent, in the case of management bonuses, paid at or accrued for or prior
      to the Closing Date) and financing  costs incurred in connection  with the
      Transaction,

plus

            (e) the amount deducted in determining Net Income  representing fees
      paid to Madison in an aggregate amount not to exceed $500,000 per annum;

provided,  however, that "EBITDA" for any such applicable period ending on March
31, 2000,  June 30, 2000 and  September 30, 2000 shall be increased by an amount
equal to $9,000,000, $6,000,000 and $3,000,000, respectively.

      "Environmental  Laws" means all  applicable and legally  binding  federal,
state or  local  statutes,  laws,  ordinances,  codes,  rules,  regulations  and
guidelines  (including  consent decrees and  administrative  orders) relating to
public health and safety and protection of the environment.

      "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended, and any successor statute thereto of similar import,  together with the
regulations thereunder,  in each case as in effect from time to time. References
to Sections of ERISA also refer to any successor Sections thereto.

      "Event of Default" is defined in Section 8.1.

      "Excess Cash Flow" means, for any applicable period, the excess (if  any),
of

            (a) EBITDA for such applicable period;

over

            (b) the sum (for such applicable period) of

                  (i)  the cash portion of Interest Expense (net of cash
            interest income) for such applicable period;

      plus

                  (ii)  voluntary  and mandatory  prepayments  of, and scheduled
            repayments  of,  the  principal  amount  of  Total  Debt,  including
            Capitalized  Lease  Liabilities,  Term  Loans  and  Revolving  Loans
            (provided,  that,  in  the  case  of  Revolving  Loans,  there  is a
            corresponding  permanent  reduction in the Revolving Loan Commitment
            Amount),  in each  case,  to the extent  actually  made and for such
            applicable period;

      plus

                  (iii) all federal,  state and foreign  income  taxes  actually
            paid or payable in cash by the  Borrower  and its  Subsidiaries  for
            such applicable period;

      plus

                  (iv) Capital Expenditures actually made during such applicable
            period  pursuant to clause (a) of Section 7.2.7  (excluding  Capital
            Expenditures  constituting  Capitalized Lease Liabilities and by way
            of the incurrence of Indebtedness  permitted  pursuant to clause (e)
            of Section 7.2.2 to a vendor of any assets  permitted to be acquired
            pursuant  to  Section  7.2.7  to  finance  the  acquisition  of such
            assets);

      plus

                  (v) the amount of the net increase (if any) of Current Assets,
            other  than  cash  and Cash  Equivalent  Investments,  over  Current
            Liabilities of the Borrower and its Subsidiaries for such applicable
            period;

      plus

                  (vi)  Investments   permitted  and  actually  made,  in  cash,
            pursuant to clause  (d)(i),  (g), (k) or (m) of Section 7.2.5 during
            such  applicable  period  (excluding  Investments  financed with the
            proceeds of any issuance of Capital Securities or Indebtedness other
            than Revolving Loans);

      plus

                  (vii)  Restricted   Payments  (in  an  amount  not  to  exceed
            $500,000)  paid  pursuant to clause (c) of Section 7.2.6 made during
            such applicable period.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Excluded   Proceeds"   is  defined   in  the   definition   of   "Capital
Expenditures".

      "Exemption Certificate" is defined in clause (e) of Section 4.6.

      "Existing Credit Agreement" is defined in the second recital.

      "Existing  Letters of Credit"  means each letter of credit  identified  in
Item 2.1.2 of the Disclosure Schedule.

      "Existing Shareholders" is defined in the first recital.

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

      "Fee Letter" means the confidential letter, dated October 8, 1999, between
DLJ and MDCP.

      "Filing Agent" is defined in Section 5.1.10.

      "Filing Statement" is defined in Section 5.1.10.

      "Fiscal Month" means any fiscal month of a Fiscal Year.

      "Fiscal  Quarter" means a quarter  ending on the last day of March,  June,
September or December.

      "Fiscal  Year"  means any  period of twelve  consecutive  calendar  months
ending on December 31;  references to a Fiscal Year with a number  corresponding
to any calendar  year (e.g.,  the "2000  Fiscal  Year") refer to the Fiscal Year
ending on December 31 of such calendar year.

      "Fixed Charge Coverage Ratio" means, at the end of any Fiscal Quarter, the
ratio computed for the period  consisting of such Fiscal Quarter and each of the
three immediately prior Fiscal Quarters of

            (a) EBITDA for all such Fiscal Quarters

to

            (b) the sum of

                  (i) Capital Expenditures  actually made during such applicable
            period  pursuant to clause (a) of Section 7.2.7  (excluding  Capital
            Expenditures  constituting  Capitalized Lease Liabilities and by way
            of the incurrence of Indebtedness  permitted  pursuant to clause (e)
            of Section 7.2.2 to a vendor of any assets  permitted to be acquired
            pursuant  to  Section  7.2.7  to  finance  the  acquisition  of such
            assets);

      plus

                  (ii)  the  cash  portion  of  Interest  Expense  (net  of cash
            interest income) for all such Fiscal Quarters, provided that for the
            first three Fiscal Quarters ending after the Closing Date,  Interest
            Expense shall be determined on an Annualized Basis;

      plus

                  (iii)  all  scheduled  payments  of  principal  of Total  Debt
            (including  the  Term  Loans  and  the  principal   portion  of  any
            Capitalized  Lease  Liabilities)  during all such  Fiscal  Quarters,
            provided that for the first three Fiscal  Quarters  ending after the
            Closing  Date,  such  payments  shall be determined on an Annualized
            Basis;

      plus

                  (iv) Restricted Payments made or permitted to be made pursuant
            to clause (a) of Section 7.2.6 during all such Fiscal Quarters;

      plus

                  (v) all federal,  state and foreign income taxes actually paid
            or payable in cash by the Borrower and its Subsidiaries for all such
            Fiscal Quarters.

      "Fleet" is defined in the preamble.

      "Foreign  Pledge  Agreement"  means  any  supplemental   pledge  agreement
governed by the laws of a  jurisdiction  other than the United States or a State
thereof  executed  and  delivered  from  time  to time  by the  Borrower  or any
Subsidiary Guarantor pursuant to the terms of the applicable Pledge and Security
Agreement,  in form and substance reasonably  satisfactory to the Administrative
Agent,  as may be  necessary  or  desirable  under the laws of  organization  or
incorporation  of a  Subsidiary  to further  protect or perfect  the Lien on and
security  interest  in any  Collateral  (as  defined  in a Pledge  and  Security
Agreement).

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

      "GAAP" is defined in Section 1.4.

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

      "Hazardous Material" means

            (a) any "hazardous substance", as defined by CERCLA;

            (b) any "hazardous waste", as defined by the Resource   Conservation
      and Recovery Act, as amended;

            (c) any petroleum product; or

            (d) any pollutant or  contaminant  or hazardous,  dangerous or toxic
      chemical,  material or substance  (including any petroleum product) within
      the meaning of any other Environmental Laws.

      "Hedging  Obligations"  means, with respect to any Person, all liabilities
of  such  Person  under  currency  exchange   agreements,   interest  rate  swap
agreements,  interest rate cap agreements  and interest rate collar  agreements,
and all other agreements or arrangements designed to protect such Person against
fluctuations in interest rates or currency exchange rates.

      "herein", "hereof",  "hereto",  "hereunder" and similar terms contained in
any  Loan  Document  refer  to such  Loan  Document  as a  whole  and not to any
particular Section, paragraph or provision of such Loan Document.

      "Impermissible   Qualification"   means,   relative   to  the  opinion  or
certification of any independent public accountant as to any financial statement
of any Obligor,  any qualification or exception to such opinion or certification
(i) which is of a "going concern" or similar  nature,  (ii) which relates to the
limited scope of  examination of matters  relevant to such  financial  statement
(except,  in the case of matters relating to any acquired business or assets, in
respect of the period prior to the  acquisition by such Obligor of such business
or assets),  or (iii) which  relates to the treatment or  classification  of any
item in such financial statement and which, as a condition to its removal, would
require an  adjustment  to such item the  effect of which  would be to cause the
Borrower to be in default of any of its obligations under Section 7.2.4.

      "including" and "include" means including  without limiting the generality
of any description preceding such term, and, for purposes of each Loan Document,
the  parties  hereto  agree  that  the  rule of  ejusdem  generis  shall  not be
applicable to limit a general statement, which is followed by or referable to an
enumeration of specific matters, to matters similar to the matters  specifically
mentioned.

      "Indebtedness" of any Person means:

            (a) all  obligations  of such Person for  borrowed  money or for the
      deferred purchase price of property or services (exclusive of (i) deferred
      purchase  price  arrangements  in the  nature  of open or  other  accounts
      payable owed to suppliers on normal terms in connection  with the purchase
      of goods and  services in the ordinary  course of  business,  (ii) accrued
      expenses  incurred in the ordinary  course of business and (iii) Specified
      Liabilities  (until  such  time as the  obligation  associated  with  such
      Specified  Liabilities  is recorded as a liability on the balance sheet of
      the Borrower in accordance  with GAAP)) and all obligations of such Person
      evidenced by bonds, debentures, notes or other similar instruments;

            (b) all obligations,  contingent or otherwise,  relative to the face
      amount of all  letters of  credit,  whether  or not  drawn,  and  banker's
      acceptances issued for the account of such Person;

            (c) all Capitalized Lease Liabilities;

            (d) net liabilities of such Person under all Hedging Obligations;

            (e) whether or not so included as  liabilities  in  accordance  with
      GAAP, all Indebtedness of the types referred to in clauses (a) through (d)
      above (excluding  prepaid interest  thereon) secured by a Lien on property
      owned or being purchased by such Person  (including  Indebtedness  arising
      under conditional sales or other title retention  agreements),  whether or
      not such Indebtedness shall have been assumed by such Person or is limited
      in recourse;  provided,  however, that, to the extent such Indebtedness is
      limited in recourse to the assets securing such  Indebtedness,  the amount
      of such  Indebtedness  shall be limited to the fair  market  value of such
      assets;

            (f) for purposes of Section  8.1.5 only,  all other items which,  in
      accordance  with GAAP,  would be included as  liabilities on the liability
      side  of the  balance  sheet  of  such  Person  as of the  date  at  which
      Indebtedness is to be determined;

            (g) all Receivables Facility Outstandings; and

            (h) all  Contingent  Liabilities of such Person in respect of any of
      the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person shall include
the  Indebtedness  of any partnership or joint venture in which such Person is a
general  partner  or a joint  venturer  (but only to the extent  such  Person is
liable for such Indebtedness), but shall not include any preferred stock.

      "Indemnified Liabilities" is defined in Section 10.4.

      "Indemnified Parties" is defined in Section 10.4.

      "Interco  Subordination  Agreement" means the  Intercompany  Subordination
Agreement, substantially in the form of Exhibit J hereto, executed and delivered
by two or more  Obligors  pursuant to the terms of this  Agreement,  as amended,
supplemented, amended and restated or otherwise modified from time to time.

      "Intercompany  Note"  means,  with  respect to the  Borrower or any of its
Subsidiaries,  as the maker thereof, a promissory note substantially in the form
of  Exhibit  A  to  any  Pledge  Agreement  (with  such   modifications  as  the
Administrative  Agent  may  consent  to,  such  consent  not to be  unreasonably
withheld), which promissory note shall evidence all intercompany loans which may
be made  from time to time by the payee  thereunder  to such  maker and shall be
duly endorsed and pledged by the payee in favor of the Administrative Agent.

      "Interest  Coverage Ratio" means,  at the end of any Fiscal  Quarter,  the
ratio computed for the period  consisting of such Fiscal Quarter and each of the
three immediately prior Fiscal Quarters of:

            (a) EBITDA (for all such Fiscal Quarters)

to

            (b) the cash  portion  of  Interest  Expense  (net of cash  interest
      income) for all such  Fiscal  Quarters;  provided  that for the first full
      three Fiscal  Quarters  ending after the Closing  Date,  Interest  Expense
      shall be determined on an Annualized Basis.

      "Interest  Expense"  means,  for  any  applicable  period,  the  aggregate
consolidated  interest  expense of the  Borrower and its  Subsidiaries  for such
applicable period, as determined in accordance with GAAP,  including the portion
of any payments made in respect of Capitalized  Lease  Liabilities  allocable to
interest  expense,  but excluding (to the extent  included in interest  expense)
up-front fees and expenses and the amortization of all deferred financing costs.

      "Interest  Period"  means,  relative  to any LIBO Rate  Loan,  the  period
beginning  on (and  including)  the date on which such LIBO Rate Loan is made or
continued as, or converted into, a LIBO Rate Loan pursuant to Section 2.3 or 2.4
and shall end on (but  exclude) the day which  numerically  corresponds  to such
date  one,  two,  three or six  months  thereafter  (or,  if such  month  has no
numerically  corresponding  day, on the last Business Day of such month), as the
Borrower  may select in its  relevant  notice  pursuant  to Section  2.3 or 2.4;
provided, however, that

            (a) the Borrower shall not be permitted to select  Interest  Periods
      to be in effect at any one time which have  expiration  dates occurring on
      more than eight different dates (it being  understood that there shall not
      be more than  eight  contracts  in respect of LIBO Rate Loans in effect at
      any one time);

            (b) if such  Interest  Period would  otherwise end on a day which is
      not a Business Day, such Interest  Period shall end on the next  following
      Business  Day  (unless  such  next  following  Business  Day is the  first
      Business Day of a calendar month, in which case such Interest Period shall
      end on the  Business Day next  preceding  such  numerically  corresponding
      day); and

            (c) no  Interest  Period  for any Loan may end later than the Stated
      Maturity Date for such Loan.

      "Investment" means, relative to any Person,

            (a) any loan,  advance or extension of credit made by such Person to
      any other Person (other than officers and employees in the ordinary course
      of business for  commissions,  travel,  relocation and similar  expenses),
      including the purchase by such Person of any bonds,  notes,  debentures or
      other debt securities of any other Person; and

            (b) any  Capital  Securities  acquired  by  such Person in any other
      Person.

The amount of any Investment  shall be the original  principal or capital amount
thereof less all returns of principal  or equity  thereon and shall,  if made by
the  transfer or exchange  of property  other than cash,  be deemed to have been
made in an original  principal or capital  amount equal to the fair market value
of such property at the time of such Investment.

      "ISP Rules" is defined in Section 10.9.

      "Issuance  Request" means a Letter of Credit request and certificate  duly
executed by an Authorized Officer of the Borrower,  substantially in the form of
Exhibit B-2 hereto.

      "Issuer" means the  Administrative  Agent in its capacity as Issuer of the
Letters  of Credit.  At the  request  of the  Administrative  Agent and with the
Borrower's  consent  (not to be  unreasonably  withheld),  another  Lender or an
Affiliate  of the  Administrative  Agent may issue one or more Letters of Credit
hereunder.  Furthermore, the parties hereto acknowledge and agree that The Chase
Manhattan Bank and BankBoston, N.A. shall each be deemed to be an "Issuer" under
the terms of this  Agreement  with  respect  to the  Existing  Letters of Credit
issued by each one of them.

      "Junior  PIK  Preferred  Equity"  is  defined  in clause (c) of the fourth
recital.

      "Junior PIK  Preferred  Equity  Documents" is defined in clause (c) of the
fourth recital.

      "Junior  PIK  Preferred  Equity  Holders"  is defined in clause (c) of the
fourth recital.

      "Junior PIK  Preferred  Equity  Issuance"  is defined in clause (c) of the
fourth recital.

      "Lender Assignment Agreement" means an assignment agreement  substantially
in the form of Exhibit K hereto.

      "Lenders" is defined in the preamble (and includes any Person that becomes
a Lender pursuant to Section 10.11.1).

      "Lender's Environmental Liability" means any and all losses,  liabilities,
obligations, penalties, claims, litigation, demands, defenses, costs, judgments,
suits, proceedings,  damages (including consequential damages), disbursements or
expenses of any kind or nature whatsoever  (including reasonable attorneys' fees
at trial and appellate levels and experts' fees and  disbursements  and expenses
incurred in  investigating,  defending  against or prosecuting  any  litigation,
claim or  proceeding)  which may at any time be imposed  upon,  or  asserted  or
awarded against,  the  Administrative  Agent, the Syndication Agent, any Lender,
the  Issuers  or any  of  such  Person's  Affiliates,  shareholders,  directors,
officers, employees, and agents in connection with or arising from:

            (a) any  Hazardous  Material on, in,  under or affecting  all or any
      portion of any  property of the Borrower or any of its  Subsidiaries,  the
      groundwater  thereunder,  or any  surrounding  areas thereof to the extent
      caused by Releases from the Borrower's or any of its  Subsidiaries' or any
      of their respective predecessors' properties;

            (b) any  investigation,  claim,  litigation or proceeding related to
      personal  injury  arising from  exposure or alleged  exposure to Hazardous
      Materials handled by the Borrower or any of its Subsidiaries;

            (c) any  misrepresentation,  inaccuracy  or  breach of any warranty,
      contained or referred to in Section 6.12;

            (d) any  violation  or  claim of violation by the Borrower or any of
      its Subsidiaries of any Environmental Laws; or

            (e) the imposition of any lien for damages caused by or the recovery
      of any costs for the cleanup,  release or threatened  release of Hazardous
      Material by the Borrower or any of its Subsidiaries, or in connection with
      any  property  owned  or  formerly  owned  by the  Borrower  or any of its
      Subsidiaries.

      "Letter of Credit"  means (i) any standby  letters of credit  issued on or
after  the  Closing  Date for the  account  of the  Borrower  or any  Subsidiary
Guarantor  (other than UAS) in accordance  with the terms of this  Agreement and
(ii) each of the Existing Letters of Credit.

      "Letter  of Credit  Commitment"  means the  Issuers'  obligation  to issue
Letters of Credit  pursuant to Section 2.1.2 and, with respect to each Revolving
Loan Lender,  the obligations of each such Lender to participate in such Letters
of Credit pursuant to Section 2.6.1.

      "Letter of Credit Commitment  Amount" means, on any date, a maximum amount
of  $25,000,000,  as such amount may be  permanently  reduced  from time to time
pursuant to Section 2.2.

      "Letter of Credit Outstandings" means, on any date, an amount equal to the
sum of (i) the then  aggregate  amount which is undrawn and available  under all
issued and outstanding  Letters of Credit, and (ii) the then aggregate amount of
all unpaid and outstanding Reimbursement Obligations.

      "Leverage Ratio" means, at the end of any Fiscal Quarter, the ratio of


            (a) Total Debt less cash and Cash  Equivalent  Investments  (in each
      case,  exclusive  of the  Restricted  Cash  Balance  on such  date) of the
      Borrower and its Subsidiaries on a consolidated  basis outstanding at such
      time;

to

            (b) EBITDA for the period of four consecutive  Fiscal Quarters ended
      on such date.

      "LIBO Rate"  means,  with  respect to any LIBO Rate Loan for any  Interest
Period,  the rate  appearing  on Page 3750 of the  Telerate  Service  (or on any
successor or substitute page of such Service,  or any successor to or substitute
for such  Service,  providing  rate  quotations  comparable  to those  currently
provided on such page of such Service, as determined by the Administrative Agent
from  time to time for  purposes  of  providing  quotations  of  interest  rates
applicable to Dollar deposits in the London  interbank  market) at approximately
11:00 a.m.,  London time,  two Business Days prior to the  commencement  of such
Interest Period,  as the rate for Dollar deposits with a maturity  comparable to
such Interest Period.  In the event that such rate is not available at such time
for any  reason,  then the "LIBO  Rate" with  respect to such LIBO Rate Loan for
such Interest  Period shall be the rate at which Dollar  deposits of $5,000,000,
and for a  maturity  comparable  to such  Interest  Period,  are  offered by the
principal  London office of the  Administrative  Agent in immediately  available
funds in the London interbank market at approximately  11:00 a.m.,  London time,
two Business Days prior to the commencement of such Interest Period.

      "LIBO Rate Loan" means a Loan  bearing  interest,  at all times  during an
Interest  Period  applicable to such Loan,  at a rate of interest  determined by
reference to the Adjusted LIBO Rate.

      "LIBOR  Office"  means the  office of a Lender  designated  as its  "LIBOR
Office" on Schedule II hereto or in a Lender Assignment Agreement, or such other
office  designated  from time to time by notice from such Lender to the Borrower
and the Administrative  Agent,  whether or not outside the United States,  which
shall be making or maintaining the LIBO Rate Loans of such Lender.

      "Lien"  means any  security  interest,  mortgage,  pledge,  hypothecation,
assignment,  deposit  arrangement,  encumbrance,  lien (statutory or otherwise),
charge  against or  interest in  property,  or other  priority  or  preferential
arrangement  of any kind or nature  whatsoever,  to secure  payment of a debt or
performance of an obligation.

      "Loan" means, as the context may require, a Revolving Loan, a Term Loan or
a Swing Line Loan of any type.

      "Loan Documents" collectively means this Agreement, the Letters of Credit,
the Notes, each Rate Protection Agreement,  the Interco Subordination Agreement,
the Fee Letter, the Administrative  Agent's Fee Letter,  each agreement pursuant
to which the  Administrative  Agent is granted a Lien to secure the Obligations,
each Credit Extension Request and each other agreement, certificate, document or
instrument  (in each case other than any  Transaction  Documents)  delivered  in
connection with any Loan Document,  whether or not specifically mentioned herein
or therein.

      "Madison" means  Madison  Dearborn  Capital Partners III, L.P., a Delaware
limited  partnership,  Madison  Dearborn  Partners III, L.P., a Delaware limited
partnership,  and any  Person  that the  general  partner  of  Madison  Dearborn
Partners  III,  L.P.  has the  power to direct  or cause  the  direction  of the
management and policies thereof (whether by contract or otherwise).

      "Managing  Agents" means, as the context may require,  the  Administrative
Agent and/or the Syndication Agent.

      "Material  Adverse  Effect"  means a  material  adverse  effect on (i) the
business,  operations,  results of operations,  business  prospects (which could
reasonably  be expected to result in a Default) or  financial  condition  of the
Borrower and its Subsidiaries  taken as a whole, (ii) the rights and remedies of
any Secured Party under any Loan Document or (iii) the ability of any Obligor to
perform its Obligations under any Loan Document.

      "Material Documents" means,  collectively,  the Recapitalization Agreement
(including  any  and all  exhibits  thereto),  the  Preferred  Equity  Documents
(including any and all exhibits thereto),  the Consent  Solicitation  Statement,
and the Organic Documents of the Borrower and the Subsidiary Guarantors, in each
case as amended,  supplemented,  amended and restated or otherwise modified from
time to time in accordance with Section 7.2.12.

      "MDCP" is defined in the first recital.

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

      "Mortgage" means each mortgage,  deed of trust or other agreement,  in any
case in form and substance reasonably  satisfactory to the Administrative Agent,
executed and delivered by any Obligor in favor of the  Administrative  Agent for
the  benefit  of the  Secured  Parties  pursuant  to the  requirements  of  this
Agreement,  under  which a Lien is granted  on the real  property  and  fixtures
described therein, in each case as amended,  supplemented,  amended and restated
or otherwise modified from time to time.

      "NAIC" means the National Association of Insurance Commissioners.

      "Net Debt Proceeds" means with respect to the incurrence, sale or issuance
by the Borrower or any of its Subsidiaries of any  Indebtedness  (other than any
Indebtedness  permitted  by Section  7.2.2,  as such  Section  may be amended or
modified with the consent of the Required Lenders), the excess of:

            (a) the  gross  cash  proceeds  received  by  such  Person from such
      incurrence, sale or issuance,

over

            (b) the  sum of  (i)  all   reasonable  and  customary  underwriting
      commissions and legal,  investment  banking,  brokerage and accounting and
      other professional fees, sales commissions and disbursements and all other
      reasonable fees,  expenses and charges,  in each case actually incurred in
      connection with such incurrence,  sale or issuance and (ii) in the case of
      any Indebtedness  incurred,  sold or issued by any Non-Guarantor that is a
      Foreign  Subsidiary,  any taxes or other costs or expenses  resulting from
      repatriating any such proceeds to the United States.

      "Net Disposition  Proceeds" means,  with respect to any Disposition of any
assets of the Borrower or any of its Subsidiaries  permitted  pursuant to clause
(d) of Section 7.2.11, the excess of

            (a) the gross cash  proceeds  received  by such Person from any such
      Disposition  and any cash  payments when received in respect of promissory
      notes or other non-cash consideration  delivered to such Person in respect
      thereof,

over

            (b) the sum of (i) all  reasonable  and customary  fees and expenses
      with respect to legal,  investment  banking,  brokerage and accounting and
      other professional fees, sales commissions and disbursements and all other
      reasonable fees,  expenses and charges,  in each case actually incurred in
      connection with such  Disposition,  (ii) all Taxes and other  governmental
      costs and  expenses  actually  paid or  estimated  by such Person (in good
      faith)  to  be  payable  in  cash  in  connection  with  such  Disposition
      (including,  in the event of a Disposition  of non-U.S.  assets,  any such
      taxes or other  costs or expenses  resulting  from  repatriating  any such
      proceeds  to the United  States),  (iii)  payments  made by such Person to
      retire  Indebtedness  (other  than the Credit  Extensions)  of such Person
      where payment of such  Indebtedness  is required in  connection  with such
      Disposition  and (iv) reserves for purchase price  adjustments,  including
      earn-out payments,  and retained fixed liabilities that are payable by the
      Borrower or such  Subsidiary in cash to the extent  required under GAAP in
      connection with such Disposition;

provided,  however,  that if,  after the  payment of all Taxes,  purchase  price
adjustments,  including earn-out  payments,  and retained fixed liabilities with
respect to such  Disposition,  the amount of  estimated  Taxes,  purchase  price
adjustments,  including  earn-out payments,  and retained fixed liabilities,  if
any,  pursuant to clause  (b)(ii) or (b)(iv) above exceeded the amount of Taxes,
purchase price  adjustments,  including  earn-out  payments,  and retained fixed
liabilities  amount  actually paid in cash in respect of such  Disposition,  the
aggregate amount of such excess shall, at such time,  constitute Net Disposition
Proceeds.

      "Net Equity  Proceeds"  means with  respect to the sale or issuance by the
Borrower  to any  Person  of any  Capital  Securities  of the  Borrower,  or any
warrants or options with respect to any such Capital  Securities or the exercise
of any such  warrants or options  after the Closing Date (other than any sale or
issuance to, or exercise by, any directors,  officers,  employees or consultants
of the Borrower and its Subsidiaries), the excess of:

            (a) the gross cash proceeds received by the Borrower from such sale,
      exercise or issuance,

over

            (b) all reasonable and customary underwriting commissions and legal,
      investment  banking,  brokerage,  accounting and other  professional fees,
      sales  commissions  and  disbursements  and  all  other  reasonable  fees,
      expenses and charges,  in each case actually  incurred in connection  with
      such sale or issuance.

      "Net  Income"  means,  for  any  period,  the  aggregate  of  all  amounts
(exclusive  of (i)  extraordinary  gains and losses,  (ii) gains and losses from
Dispositions,  and (iii) non-cash restructuring charges, but including dividends
or distributions  paid in cash by OSIFC to the Borrower) which would be included
as net income on the consolidated  financial  statements of the Borrower and its
Subsidiaries for such period;  provided,  however,  that non-recurring  expenses
associated with personnel and facility relocations,  strategic reviews, branding
and Year 2000 compliance  incurred during any of the four Fiscal Quarters ending
prior to the Closing Date shall be included in the determination of Net Income.

      "Non-Domestic Secured Party" means any Secured Party that is not a "United
States person", as defined under Section 7701(a)(30) of the Code.

      "Non-Excluded  Taxes" means any Taxes other than net income and  franchise
Taxes  imposed with  respect to any Secured  Party by a  Governmental  Authority
under the laws of which such Secured Party is organized or in which it maintains
its applicable  lending office or under the  jurisdiction  of which such Secured
Party maintains a fixed place of business or otherwise engages in business.

      "Non-Guarantor"  means Pay Tech, and each other Subsidiary of the Borrower
which is not a Subsidiary Guarantor.

      "Note" means, as the context may require, a Revolving Note, a Term A Note,
a Term B Note or a Swing Line Note.

      "Obligations"  means  all  obligations  (monetary  or  otherwise,  whether
absolute or contingent,  matured or unmatured) of each Obligor  arising under or
in connection with a Loan Document,  including the principal of and premium,  if
any,  and  interest  (including  interest  accruing  during the  pendency of any
proceeding  of the type  described in Section  8.1.9,  whether or not allowed in
such proceeding) on the Loans and all Reimbursement Obligations.

      "Obligor"  means, as the context may require,  the Borrower and each other
Person (other than (i) a Secured Party and (ii) any OSI  Shareholder)  obligated
under any Loan Document.

      "Organic  Document"  means,  relative to any Person,  as  applicable,  its
certificate of incorporation,  by-laws, certificate of partnership,  partnership
agreement,  certificate  of  formation,  limited  liability  agreement  and  all
shareholder agreements, voting trusts and similar arrangements applicable to any
of such Person's partnership  interests,  limited liability company interests or
authorized shares of Capital Securities.

      "OSI Common Stock" means the common stock of the Borrower, $0.01 par value
per share.

      "OSI Shareholders" means MDCP and each other shareholder of the OSI Common
Stock who is obligated under the Shareholders' Pledge Agreement.

      "OSIFC" means OSI Funding Corp., a Delaware corporation and a wholly owned
Subsidiary of the Borrower (which shall be converted to a non-Subsidiary limited
liability company after the Closing Date as contemplated in Section 7.4).

      "OSIFC Family" and "OSIFC Family Member" means OSIFC and/or any Subsidiary
of OSIFC, either collectively or individually, as the context may require.

      "OSIPS"  means  OSI  Portfolio  Services,  Inc. (formerly known as Account
Portfolios,  Inc.), a Delaware  corporation and a wholly owned Subsidiary of the
Borrower.

      "Other Person" is defined in the definition of "Subsidiary".

      "Other Taxes" means any and all stamp,  documentary or similar  taxes,  or
any other  excise or property  taxes or similar  levies that arise on account of
any  payment  made or  required  to be made under any Loan  Document or from the
execution,  delivery,  registration,   recording  or  enforcement  of  any  Loan
Document; provided, that the term "Other Taxes" shall not include any net income
or franchise taxes.

      "Outstanding Amount" is defined in clause (c) of Section 2.3.2.

      "Participant" is defined in Section 10.11.2.

      "Patent Security  Agreement" means any Patent Security  Agreement executed
and  delivered by any Obligor in  substantially  the form of Exhibit A to either
Pledge and Security Agreement, as amended, supplemented, amended and restated or
otherwise modified from time to time.

      "Pay Tech" means Pay Tech, Inc., a Wisconsin corporation and a  Subsidiary
of the Borrower.

      "PBGC"  means the  Pension  Benefit  Guaranty  Corporation  and any entity
succeeding to any or all of its functions under ERISA.

      "Pension Plan" means a "pension  plan", as such term is defined in Section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer
plan as defined in Section  4001(a)(3)  of ERISA),  and to which the Borrower or
any corporation, trade or business that is, along with the Borrower, a member of
a Controlled  Group,  may have  liability,  including any liability by reason of
having been a substantial  employer  within the meaning of Section 4063 of ERISA
at any time during the preceding five years,  or by reason of being deemed to be
a contributing sponsor under Section 4069 of ERISA.

      "Percentage"   means,  as  the  context  may  require,   any  Lender's  RL
Percentage, Term A Loan Percentage or Term B Loan Percentage.

      "Perfection  Certificate"  means the Perfection  Certificate  executed and
delivered by an Authorized Officer of each Obligor that is a party to Pledge and
Security  Agreement  pursuant to Section 5.1.15 or 7.1.8,  substantially  in the
form of Exhibit H hereto,  as amended,  supplemented,  amended  and  restated or
otherwise modified from time to time.

      "Permitted  Acquisition"  means an acquisition  of Capital  Securities (by
merger, consolidation,  purchase or otherwise) or of all or substantially all of
the  assets by the  Borrower  or any  Subsidiary  (other  than any OSIFC  Family
Member) from any Person in which the following conditions are satisfied:

            (a) immediately  before and after giving effect to such  acquisition
      no Default shall have occurred and be continuing or would result therefrom
      (including under Section 7.2.1);

            (b) the Borrower shall have delivered to the Administrative  Agent a
      Compliance  Certificate  for the  period  of  four  full  Fiscal  Quarters
      immediately  preceding such  acquisition  (prepared in good faith and in a
      manner and using such methodology which is consistent with the most recent
      financial statements delivered pursuant to Section 7.1.1) giving pro forma
      effect to the consummation of such  acquisition and evidencing  compliance
      with the covenants set forth in Section 7.2.4;

            (c) such acquisition, if an acquisition of Capital Securities, shall
      result in the issuer of such  Capital  Securities  becoming a wholly owned
      Subsidiary; and

            (d) upon  the  consummation  of  such acquisition, the provisions of
      Section 7.1.8 are complied with.

      "Permitted Lien" means any Lien described in Section 7.2.3.

      "Permitted  Portfolio  Acquisition"  is  defined  in clause (m) of Section
7.2.5.

      "Permitted  Receivables  Amount" means (initially)  $100,000,000,  as such
amount may be cumulatively increased from time to time following the 2001 Fiscal
Year (in an  aggregate  amount not to exceed  $55,000,000  over the term of this
Agreement) by the "Increased Amount" set forth below if the Leverage Ratio as of
the last day of any  Fiscal  Year is less than that set forth  below  (provided,
that,  (i) once a particular  Leverage  Ratio has been  achieved,  the Permitted
Receivables  Amount  shall only be  subsequently  increased if at least the next
succeeding minimum Leverage Ratio (the "Next Ratio") is achieved in a subsequent
Fiscal Year and (ii) if, in any given  Fiscal  Year,  the  Leverage  Ratio falls
below the next  succeeding  minimum  Leverage  Ratio below the Next  Ratio,  the
Permitted  Receivables Amount will be cumulatively  increased by the full amount
of the  applicable  Increased  Amounts set forth below (i.e.,  if, at the end of
Fiscal Year 1, the Leverage  Ratio is 2.80:1.00  and,  thereafter,  the Leverage
Ratio is  2.20:1.00  at the end of Fiscal  Year 2, on and as of the  appropriate
date, the Permitted Receivables Amount will be increased by $20,000,000)):


                      Leverage Ratio
                        Less Than               Increased Amount
                      ---------------           ----------------

                       3.25:1.00                  $15,000,000

                       2.75:1.00                  $10,000,000

                       2.25:1.00                  $10,000,000

                       1.75:1.00                  $10,000,000

                       1.25:1.00                  $10,000,000

The Leverage Ratio used to compute the Increased  Amount shall be that set forth
in the Compliance  Certificate  delivered by the Borrower to the  Administrative
Agent for the fourth  Fiscal  Quarter of each  Fiscal Year  (beginning  with the
fourth  Fiscal  Quarter of the 2001 Fiscal Year);  provided,  that the Increased
Amount  shall  only  become  effective  from and  subsequent  to the  date  such
Compliance  Certificate  is  actually  delivered  and  only if  such  Compliance
Certificate  also  demonstrates  that (i) no Default  shall have occurred and be
continuing and (ii) the Borrower was in compliance  with the covenants set forth
in Section 7.2.4 during the fourth Fiscal  Quarter of the Fiscal Year in respect
of which such Compliance Certificate is delivered.

      "Permitted  Receivables  Transaction" means any transaction (including any
Alternative  Receivables  Program),  providing  for  the  sale or  financing  of
Accounts with  customary  limited  recourse based on the  collectability  of the
Accounts sold,  consummated  pursuant to and in accordance  with the Receivables
Documents.

      "Permitted  Refinancing"  means,  as to any  Indebtedness  (other than the
Obligations),  the  incurrence of other  Indebtedness  (whether with the same or
different  lenders) to refinance  such existing  Indebtedness  or the amendment,
renewal or other modification of such existing  Indebtedness;  provided that, in
the case of such other  Indebtedness  or modified  Indebtedness,  the  following
conditions are satisfied:

            (i) the  weighted  average life to maturity of such  refinancing  or
      modified  Indebtedness  shall be  greater  than or  equal to the  weighted
      average life to maturity of the Indebtedness being refinanced or modified,
      and the first scheduled  principal  payment in respect of such refinancing
      or modified  Indebtedness  shall not be earlier  than the first  scheduled
      principal  payment in  respect of the  Indebtedness  being  refinanced  or
      modified;

            (ii)  the  principal   amount  of  such   refinancing   or  modified
      Indebtedness  shall be less  than or equal to the  principal  amount  then
      outstanding of the Indebtedness being refinanced or modified;

            (iii)  the respective obligor or obligors shall be the same on
      the refinancing or modified Indebtedness as on the Indebtedness being
      refinanced or modified;

            (iv)  the  security,   if  any,  for  the  refinancing  or  modified
      Indebtedness  shall  be the  same  as  that  for  the  Indebtedness  being
      refinanced or modified (except to the extent that less security is granted
      to holders of the refinancing Indebtedness or modified Indebtedness);

            (v) the refinancing or modified  Indebtedness is subordinated to the
      Obligations  to the same  degree,  if any,  or to a greater  degree as the
      Indebtedness being refinanced or modified; and

            (vi)  with  respect  to  any  refinancing  or  modification  of  the
      Indebtedness  evidenced  by the  Subordinated  Notes,  no  material  terms
      applicable  to  such   refinancing  or  modified   Indebtedness   and,  if
      applicable,  the  related  guarantees  of  such  refinancing  or  modified
      Indebtedness (including covenants, events of default,  acceleration rights
      and remedies)  shall be more favorable to the lenders with respect to such
      refinancing  or modified  Indebtedness  than the terms that are applicable
      under the  instruments  and  documents  governing the  Indebtedness  being
      refinanced or modified.

      "Person" means any natural person, corporation, limited liability company,
partnership,  joint venture, association,  trust or unincorporated organization,
Governmental  Authority  or  any  other  legal  entity,  whether  acting  in  an
individual, fiduciary or other capacity.

      "PIK Preferred Equity" is defined in clause (b) of the fourth recital.

      "PIK  Preferred  Equity  Documents" is defined in clause (b) of the fourth
recital.

      "PIK  Preferred  Equity  Holders"  is  defined in clause (b) of the fourth
recital.

      "PIK  Preferred  Equity  Issuance"  is defined in clause (b) of the fourth
recital.

      "Pledge  Agreement"  means, as the context may require,  the Shareholders'
Pledge  Agreement,  the  Borrower  Pledge  and  Security  Agreement  and/or  the
Subsidiary Pledge and Security Agreement.

      "Pledge and Security  Agreement"  means,  as the context may require,  the
Borrower Pledge and Security Agreement and/or the Subsidiary Pledge and Security
Agreement.

      "Pledged  Subsidiary"  means  each  Subsidiary  in  respect  of which  the
Administrative  Agent has been granted a security interest in or a pledge of (i)
any of the Capital  Securities of such Subsidiary or (ii) any Intercompany Notes
of such Subsidiary owing to the Borrower or another Subsidiary.

      "Preferred Equity" is defined in clause (c) of the fourth recital.

      "Preferred  Equity  Documents"  is  defined  in clause  (c) of the  fourth
recital.

      "Preferred Equity Holders" is defined in clause (c) of the fourth recital.

      "Preferred  Equity  Issuance"  is  defined  in  clause  (c) of the  fourth
recital.

      "Prime Rate" means the rate of interest per annum publicly  announced from
time to time  by  Fleet  National  Bank,  as its  prime  rate in  effect  at its
principal office in Boston,  Massachusetts;  each change in the Prime Rate shall
be effective  from and including  the date such change is publicly  announced as
being effective.

      "Public Market" shall exist if (i) a Public Offering has been  consummated
and (ii) any Capital Securities of the Borrower has been distributed by means of
an effective registration statement under the Securities Act.

      "Public  Offering"  means a public  offering of Capital  Securities of the
Borrower  pursuant to an effective  registration  statement under the Securities
Act.

      "Quarterly  Payment Date" means the 15th day of January,  April,  July and
October, or, if any such day is not a Business Day, the next succeeding Business
Day.

      "Rate Protection Agreement" means,  collectively,  any interest rate swap,
cap,  collar or similar  agreement  entered  into by the  Borrower or any of its
Subsidiaries  under which the  counterparty of such agreement is (or at the time
such agreement was entered into, was) a Lender or an Affiliate of a Lender.

      "Recapitalization" is defined in the first recital.

      "Recapitalization Agreement" is defined in the first recital.

      "Receivables  Agreement" means that certain Sale and Servicing  Agreement,
dated as of October 28,  1998,  by and among the  Borrower,  Gulf State  Credit,
L.L.C., OSIFC and OSIPS, as in effect on the Closing Date.

      "Receivables Documents" means the Receivables Agreement,  the Triple-A One
Credit  Agreement,  the Triple-A One Commercial  Paper, and the Variable Funding
Notes, in each case as amended, supplemented,  amended and restated or otherwise
modified from time to time in accordance with Section 7.2.12.

      "Receivables  Facility  Outstandings" means, at any date of determination,
the  principal  amount of  commercial  paper  issued and  outstanding  under the
Triple-A  One  Credit  Agreement  and  pursuant  to  the  Permitted  Receivables
Transaction.

      "Refinancing" is defined in the second recital.

      "Refunded Swing Line Loans" is defined in clause (b) of Section 2.3.2.

      "Register" is defined in clause (b)(i) of Section 2.7.

      "Reimbursement Obligation" is defined in Section 2.6.3.

      "Related  Fund"  means,  with  respect to any  Lender  that is a fund that
invests in commercial loans, any other fund that invests in commercial loans and
is managed or advised  by the same  investment  advisor as such  Lender or by an
Affiliate of such investment advisor.

      "Release" means a "release", as such term is defined in CERCLA.

      "Replacement Lender" is defined in Section 4.11.

      "Replacement Notice" is defined in Section 4.11.

      "Repurchase  Payments" means amounts  expended to repurchase,  redeem,  or
otherwise  retire  for value any  shares of the  Borrower's  Capital  Securities
(together  with options or warrants in respect of any thereof) held by officers,
directors,  employees and individual persons who are consultants of the Borrower
(or any of their respective estates or beneficiaries under such estates).

      "Required Lenders" means, at any time, Lenders holding at least 51% of the
Total Exposure Amount.

      "Resource Conservation and Recovery Act" means the  Resource  Conservation
and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended.

      "Restricted Cash Balance" means, as of the last day of any Fiscal Quarter,
the aggregate amount of all cash, deposits and Cash Equivalent Investments which
is not owned by the  Borrower  or any of its  Subsidiaries  but instead is being
held by the  Borrower  or any such  Subsidiary  for the  benefit of any of their
respective  customers  which are not included as "cash and cash  equivalents" on
the consolidated balance sheet of the Borrower and its Subsidiaries.

      "Restricted  Payment"  means the  declaration  or payment of any  dividend
(other than  dividends to be paid or in fact paid in Capital  Securities  of the
Borrower or any  Subsidiary or by an increase in the  liquidation  preference of
any Capital  Securities of the Borrower or any  Subsidiary) on, or the making of
any payment or distribution on account of, or setting apart assets for a sinking
or other analogous fund for, the purchase, redemption, defeasance, retirement or
other  acquisition  of any class of Capital  Securities  of the  Borrower or any
Subsidiary  or any warrants or options to purchase any such Capital  Securities,
whether  now or  hereafter  outstanding,  or the making of any other  payment or
distribution  (other  than  in  Capital  Securities  or by an  increase  in  the
liquidation  preference  of  any  Capital  Securities  of  the  Borrower  or any
Subsidiary) in respect thereof,  either directly or indirectly,  whether in cash
or property, obligations of the Borrower or any Subsidiary or otherwise.

      "Revolving Loan" is defined in Section 2.1.1.

      "Revolving Loan Commitment" means,  relative to any Lender,  such Lender's
obligation (if any) to make Revolving Loans pursuant to Section 2.1.1.

      "Revolving Loan Commitment  Amount" means,  on any date,  $75,000,000,  as
such amount may be reduced from time to time pursuant to Section 2.2.

      "Revolving Loan Commitment Termination Date" means the earliest of

            (a) December 10, 2005;

            (b) the  date on which  the  Revolving  Loan  Commitment  Amount  is
      terminated  in full or  reduced  to zero  pursuant  to the  terms  of this
      Agreement; and

            (c) the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event  described in the preceding  clause (b) or (c),
the Revolving Loan  Commitments  shall terminate  automatically  and without any
further action.

      "Revolving Loan Lender" is defined in Section 2.1.1.

      "Revolving  Note" means a promissory  note of the Borrower  payable to any
Revolving  Loan  Lender,  in the form of Exhibit A-1 hereto (as such  promissory
note  may be  amended,  endorsed  or  otherwise  modified  from  time to  time),
evidencing  the aggregate  Indebtedness  of the Borrower to such  Revolving Loan
Lender  resulting from  outstanding  Revolving  Loans,  and also means all other
promissory notes accepted from time to time in substitution  therefor or renewal
thereof.

      "RL Percentage" means,  relative to any Lender, the applicable  percentage
relating to Revolving  Loans set forth on Schedule II hereto under the Revolving
Loan Commitment column or set forth in a Lender  Assignment  Agreement under the
Revolving Loan Commitment  column,  as such percentage may be adjusted from time
to time pursuant to Lender Assignment Agreements executed by such Lender and its
Assignee Lender and delivered  pursuant to Section  10.11.1.  A Lender shall not
have any Revolving Loan  Commitment if its  percentage  under the Revolving Loan
Commitment column is zero.

      "Rollover Shareholders" is defined in clause (ii) of the first recital.

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

      "SEC" means the Securities and Exchange Commission.

      "Secured  Parties"  means,  collectively,  the Lenders,  the Issuers,  the
Managing Agents, each counterparty to a Rate Protection Agreement that is (or at
the time such Rate  Protection  Agreement was entered into,  was) a Lender or an
Affiliate  thereof  and (in each  case),  each of their  respective  successors,
transferees and assigns.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Shareholders'  Pledge Agreement" means the Pledge Agreement  executed and
delivered by each of the OSI Shareholders,  substantially in the form of Exhibit
G-1 hereto, as amended, supplemented, amended and restated or otherwise modified
from time to time.

      "Solicitation" is defined in the third recital.

      "Solvent"  means,  with  respect to any Person and its  Subsidiaries  on a
particular  date,  that on such date (a) the fair value of the  property of such
Person and its  Subsidiaries  on a consolidated  basis is greater than the total
amount of liabilities,  including contingent liabilities, of such Person and its
Subsidiaries on a consolidated  basis, (b) the present fair salable value of the
assets of such Person and its  Subsidiaries on a consolidated  basis is not less
than the amount  that will be  required to pay the  probable  liability  of such
Person and its Subsidiaries on a consolidated  basis on its debts as they become
absolute and  matured,  (c) such Person does not intend to, and does not believe
that it or its Subsidiaries  will, incur debts or liabilities beyond the ability
of such Person and its Subsidiaries to pay as such debts and liabilities mature,
and (d) such Person and its Subsidiaries on a consolidated  basis is not engaged
in  business  or a  transaction,  and  such  Person  and its  Subsidiaries  on a
consolidated  basis is not about to engage in  business  or a  transaction,  for
which the property of such Person and its  Subsidiaries on a consolidated  basis
would  constitute  an  unreasonably  small  capital.  The  amount of  Contingent
Liabilities  at any time shall be computed as the amount  that,  in light of all
the facts and circumstances existing at such time, can reasonably be expected to
become an actual or  matured  liability,  including  as an asset all  Contingent
Liabilities  and  indemnifications  provided  by a third  party in favor of such
Person and its Subsidiaries.

      "Specified  Liabilities"  means  liabilities of the Borrower or any of its
Subsidiaries  arising  from  agreements  delivered  after  the  Closing  Date in
connection  with  acquisitions  or  dispositions  of  any  business,  assets  or
Subsidiary  of  the  Borrower  or  any  of  its   Subsidiaries   in  respect  of
indemnification, adjustment of purchase price (including earn-out arrangements),
similar  obligations  or from  guarantees or letters of credit,  surety bonds or
performance  bonds  securing  the  performance  of  the  Borrower  or  any  such
Subsidiary pursuant to such agreements.

      "Stated Amount" means, on any date and with respect to a particular Letter
of Credit,  the total  amount  then  available  to be drawn under such Letter of
Credit.

      "Stated Expiry Date" is defined in Section 2.6.

      "Stated Maturity Date" means

            (a) with respect to all Term A Loans, December 10, 2005;

            (b) with respect to all Term B Loans, June 10, 2006; and

            (c) with  respect  to all  Revolving  Loans  and Swing  Line  Loans,
      December 10, 2005.

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

      "Student Loan Collection  Business" means billing,  portfolio  management,
default  aversion and debt  collection  services  for the purpose of  collecting
loans issued or guaranteed under a student financial assistance program.

      "Subordinated   Debt"  means   unsecured   Indebtedness  of  each  Obligor
(including the Indebtedness evidenced by the Subordinated Notes) subordinated in
right  of  payment  to the  Obligations  pursuant  to  documentation  containing
redemption and other  prepayment  events,  maturities,  amortization  schedules,
covenants,  events of  default,  remedies,  acceleration  rights,  subordination
provisions and other material terms satisfactory to the Required Lenders.

      "Subordinated Debt Documents" means,  collectively,  the Subordinated Note
Indenture and each of the loan agreements, indentures, note purchase agreements,
promissory notes, guarantees,  and other instruments (including the Subordinated
Notes) and  agreements  evidencing the terms of  Subordinated  Debt, as amended,
supplemented,  waived,  amended and restated or otherwise modified in accordance
with Section 7.2.12.

      "Subordinated Note Holders" is defined in the third recital.

      "Subordinated Note Indenture" means the Indenture, dated November 6, 1996,
between the Borrower,  the guarantors  signatory  thereto,  and Wilmington Trust
Company,  as  trustee,  as in effect on the  Closing  Date and,  thereafter,  as
amended, supplemented,  amended and restated or otherwise modified in accordance
with Section 7.2.12, and any refinancings or replacements thereof.

      "Subordinated  Notes" means the Borrower's 11% senior  subordinated  notes
due  2006,  as in effect  on the  Closing  Date  and,  thereafter,  as  amended,
supplemented,  amended and restated or  otherwise  modified in  accordance  with
Section 7.2.12.

      "Subordination Provisions" is defined in Section 8.1.11.

      "Subsidiary"  means, with respect to any Person, any corporation,  limited
liability  company,  partnership or other entity ("Other  Person") of which more
than 50% of the Voting Securities of such Other Person  (irrespective of whether
at the time  Capital  Securities  of any other  class or  classes  of such Other
Person shall or might have voting power upon the occurrence of any  contingency)
is at the time  directly or indirectly  owned or  controlled by such Person,  by
such Person and one or more other Subsidiaries of such Person, or by one or more
other Subsidiaries of such Person.

      "Subsidiary  Guarantor"  means each Domestic  Subsidiary that has executed
and  delivered  to  the  Administrative  Agent  the  Subsidiary  Guaranty  (or a
supplement thereto) pursuant to the terms of this Agreement.

      "Subsidiary Guaranty" means the subsidiary guaranty executed and delivered
by  each  Subsidiary   Guarantor  pursuant  to  the  terms  of  this  Agreement,
substantially in the form of Exhibit F hereto, as amended, supplemented, amended
and restated or otherwise modified from time to time.

      "Subsidiary  Pledge and Security  Agreement" means the Pledge and Security
Agreement  executed and delivered by an Authorized  Officer of each  Subsidiary,
substantially in the form of Exhibit G-3 hereto,  together with any supplemental
Foreign Pledge  Agreements  delivered from time to time pursuant to the terms of
the  Pledge  and  Security  Agreement,  in each case as  amended,  supplemented,
amended and restated or otherwise modified from time to time.

      "Summary" is defined in clause (a) of Section 7.1.13.

      "Swing Line Lender" means the Administrative Agent, in its capacity as the
Swing Line Lender.

      "Swing Line Loan" is defined in clause (b) of Section 2.1.1.

      "Swing Line Loan Commitment" is defined in clause (b) of Section 2.1.1.

      "Swing Line Loan  Commitment  Amount" means, on any date,  $7,500,000,  as
such amount may be reduced from time to time pursuant to Section 2.2.

      "Swing Line Note" means a promissory  note of the Borrower  payable to the
Swing Line Lender,  in the form of Exhibit A-4 hereto (as such  promissory  note
may be amended,  endorsed or otherwise  modified from time to time),  evidencing
the aggregate  Indebtedness  of the Borrower to the Swing Line Lender  resulting
from  outstanding  Swing Line Loans,  and also means all other  promissory notes
accepted from time to time in substitution therefor or renewal thereof.

      "Syndication Agent" is defined in the preamble.

      "Taxes" means any and all income,  stamp or other taxes,  duties,  levies,
imposts,  charges,  assessments,   fees,  deductions  or  withholdings,  now  or
hereafter imposed, levied,  collected,  withheld or assessed by any Governmental
Authority,  and all  interest,  penalties  or similar  liabilities  with respect
thereto.

      "Term A Loan" is defined in Section 2.1.3.

      "Term A Loan  Commitment"  means,  relative to any Lender,  such  Lender's
obligation (if any) to make Term A Loans pursuant to Section 2.1.3.

      "Term A Loan Commitment Amount" means, on any date, $150,000,000.

      "Term A Loan  Commitment  Termination  Date"  means the earlier of (a) the
Closing Date (immediately after the making of the Term A Loans on such date) and
(b) the  date on  which  any  Commitment  Termination  Event  occurs.  Upon  the
occurrence  of any  event  described  in  clause  (a) or  (b),  the  Term A Loan
Commitments shall terminate automatically and without any further action.

      "Term A Note"  means a  promissory  note of the  Borrower  payable  to any
Lender,  in the form of  Exhibit  A-2  hereto  (as such  promissory  note may be
amended,  endorsed or  otherwise  modified  from time to time),  evidencing  the
aggregate Indebtedness of the Borrower to such Lender resulting from outstanding
Term A Loans,  and also means all other  promissory  notes accepted from time to
time in substitution therefor or renewal thereof.

      "Term A Loan  Percentage"  means,  relative to any Lender,  the applicable
percentage  relating to Term A Loans set forth on  Schedule II hereto  under the
Term A Loan  Commitment  column  or set forth in a Lender  Assignment  Agreement
under the Term A Loan Commitment column, as such percentage may be adjusted from
time to time pursuant to Lender  Assignment  Agreements  executed by such Lender
and its Assignee  Lender and  delivered  pursuant to Section  10.11.1.  A Lender
shall not have any Term A Loan  Commitment  if its  percentage  under the Term A
Loan Commitment column is zero.

      "Term B Loan" is defined in Section 2.1.4.

      "Term B Loan  Commitment"  means,  relative to any Lender,  such  Lender's
obligation (if any) to make Term B Loans pursuant to Section 2.1.4.

      "Term B Loan Commitment Amount" means, on any date, $250,000,000.

      "Term B Loan  Commitment  Termination  Date"  means the earlier of (a) the
Closing Date (immediately after the making of the Term B Loans on such date); or
(b) the  date on  which  any  Commitment  Termination  Event  occurs.  Upon  the
occurrence  of any  event  described  in  clause  (a) or  (b),  the  Term B Loan
Commitments shall terminate automatically and without any further action.

      "Term B Note"  means a  promissory  note of the  Borrower  payable  to any
Lender,  in the form of  Exhibit  A-3  hereto  (as such  promissory  note may be
amended,  endorsed or  otherwise  modified  from time to time),  evidencing  the
aggregate Indebtedness of the Borrower to such Lender resulting from outstanding
Term B Loans,  and also means all other  promissory  notes accepted from time to
time in substitution therefor or renewal thereof.

      "Term B Loan  Percentage"  means,  relative to any Lender,  the applicable
percentage  relating to Term B Loans set forth on  Schedule II hereto  under the
Term B Loan  Commitment  column  or set forth in a Lender  Assignment  Agreement
under the Term B Loan Commitment column, as such percentage may be adjusted from
time to time pursuant to Lender  Assignment  Agreements  executed by such Lender
and its Assignee  Lender and  delivered  pursuant to Section  10.11.1.  A Lender
shall not have any Term B Loan  Commitment  if its  percentage  under the Term B
Loan Commitment column is zero.

      "Term Loans" means, collectively, the Term A Loans and the Term B Loans.

      "Termination  Date" means the date on which all Obligations have been paid
in full (other than indemnity  obligations not yet due and payable) in cash, all
Letters of Credit have been terminated, expired or Cash Collateralized, all Rate
Protection  Agreements  have been  terminated  and all  Commitments  shall  have
terminated.

      "Total Debt" means, on any date, the outstanding  principal  amount of all
Indebtedness  of the Borrower and its  Subsidiaries  of the type  referred to in
clauses (a), (b) and (c), in each case, of the definition of "Indebtedness" and,
without  duplication,  any  Contingent  Liability  in  respect  of  any  of  the
foregoing.

      "Total Exposure Amount" means, on any date of  determination  (and without
duplication),  the  outstanding  principal  amount of all Loans,  the  aggregate
amount of all  Letter  of Credit  Outstandings  and the  unfunded  amount of the
Commitments.

      "Trademark  Security  Agreement"  means any Trademark  Security  Agreement
executed and delivered by any Obligor  substantially in the form of Exhibit B to
either  Pledge and Security  Agreement,  as amended,  supplemented,  amended and
restated or otherwise modified from time to time.

      "Tranche" means, as the context may require,  the Term A Loans, the Term B
Loans or the Revolving Loans.

      "Transaction" is defined in the fourth recital.

      "Transaction Documents" means each of the Material Documents and all other
agreements, documents, instruments,  certificates, filings, consents, approvals,
board  of  directors  resolutions  and  opinions  furnished  pursuant  to  or in
connection with the  Recapitalization,  the  Refinancing,  the Preferred  Equity
Issuances, the Solicitation,  and the other transactions  contemplated hereby or
thereby,  in  each  case as  amended,  supplemented,  amended  and  restated  or
otherwise modified from time to time in accordance with Section 7.2.12.

      "Triple-A One" means Triple-A One Funding Corp., a Delaware corporation.

      "Triple-A  Commercial Paper" means commercial paper issued by Triple-A One
to fund advances made by Triple-A One to OSIFC evidenced by the Variable Funding
Notes.

      "Triple-A One Credit  Agreement" means the Triple-A One Credit  Agreement,
dated as of October 28, 1998,  among  OSIFC,  Triple-A  One, and MBIA  Insurance
Corporation, as in effect on the Closing Date.

      "type" means,  relative to any Loan,  the portion  thereof,  if any, being
maintained as a Base Rate Loan or a LIBO Rate Loan.

      "UAS" means University Accounting Service, Inc., a Wisconsin  corporation,
as such corporation's name may be changed from time to time.

      "UCC" means the Uniform  Commercial Code as in effect from time to time in
the State of New York;  provided,  that if, with respect to any Filing Statement
or by  reason  of any  provisions  of  law,  the  perfection  or the  effect  of
perfection  or  non-perfection   of  the  security   interests  granted  to  the
Administrative Agent pursuant to the applicable Loan Document is governed by the
Uniform  Commercial  Code as in effect in a  jurisdiction  of the United  States
other than New York,  UCC means the  Uniform  Commercial  Code as in effect from
time to time in such other  jurisdiction  for purposes of the provisions of each
Loan Document and any Filing Statement  relating to such perfection or effect of
perfection or non-perfection.

      "United States" or  "U.S."  means  the United States of America, its fifty
states and the District of Columbia.

      "Variable Funding Notes" means,  collectively,  the variable funding notes
or  certificates  issued by OSIFC to  Triple-A  One to finance  the  purchase of
receivables by OSIFC pursuant to the Triple-A One Credit Agreement, as in effect
on the Closing Date.

      "Voting Securities" means, with respect to any Person,  Capital Securities
of any  class  or kind  ordinarily  having  the  power  to vote  (that  is,  not
contingent  on the  happening  of any  event)  for the  election  of  directors,
managers or other voting members of the governing body of such Person.

      "Welfare Plan" means a "welfare  plan", as such term is defined in Section
3(1) of ERISA.

      "wholly  owned" refers to any  Subsidiary  all of the  outstanding  common
stock  (or  similar  equity  interest)  of  which  (other  than  any  director's
qualifying  shares or  investments by foreign  nationals  mandated by applicable
laws) is owned directly or indirectly by the Borrower.

      SECTION 1.2. Use of Defined Terms. Unless otherwise defined or the context
otherwise  requires,  terms for which  meanings are  provided in this  Agreement
shall  have  such  meanings  when  used  in each  other  Loan  Document  and the
Disclosure Schedule, and each notice and other communication delivered from time
to time in connection with any Loan Document.

      SECTION 1.3. Cross-References. Unless otherwise specified, references in a
Loan  Document  to any  Article or Section  are  references  to such  Article or
Section  of such Loan  Document,  and  references  in any  Article,  Section  or
definition to any clause are references to such clause of such Article,  Section
or definition.

      SECTION 1.4.  Accounting  and  Financial  Determinations;  etc. (a) Unless
otherwise  specified,  all accounting  terms used in each Loan Document shall be
interpreted,  and all  accounting  determinations  and  computations  thereunder
(including  under Section 7.2.4 and the definitions  used in such  calculations)
shall be made, in accordance with those generally accepted accounting principles
("GAAP") applied in the preparation of the financial  statements  referred to in
clause (a) of Section 5.1.8. Unless otherwise expressly provided,  all financial
covenants and defined financial terms shall be computed on a consolidated  basis
for the Borrower and its  Subsidiaries  (other than the OSIFC  Family),  in each
case without duplication.

      (b) For purposes of computing the Leverage  Ratio,  the Interest  Coverage
Ratio and the Fixed  Charge  Coverage  Ratio,  such  ratios  (and any  financial
calculations  or components  required to be made or included  therein)  shall be
determined,  with respect to the relevant period,  after giving pro forma effect
to each acquisition and Disposition of a Person,  business or asset  consummated
during such period,  together with all transactions relating thereto consummated
during  such  period  (including  any  incurrence,  assumption,  refinancing  or
repayment of  Indebtedness),  as if such  acquisition,  Disposition  and related
transactions had been consummated on the first day of such period,  in each case
based on historical  actual  results  accounted for in accordance  with GAAP. In
furtherance  of,  and  not  in  limitation  of,  the  preceding  sentence,   any
determination  to be  made  in  accordance  with  this  clause  for  any  period
commencing  prior to the  Closing  Date  shall  give  pro  forma  effect  to the
Transaction as provided in the preceding sentence.

                                   ARTICLE II

                       COMMITMENTS, BORROWING AND ISSUANCE

                    PROCEDURES, NOTES AND LETTERS OF CREDIT

      SECTION 2.1.  Commitments.   On the terms and subject to the conditions of
this  Agreement,  the  Lenders and the  Issuers  severally  agree to make Credit
Extensions as set forth below.

      SECTION 2.1.1.  Revolving  Loan Commitment and Swing Line Loan Commitment.
From time to time on any Business Day occurring  from and after the Closing Date
but prior to the Revolving Loan Commitment Termination Date,

            (a) each Lender that has a Revolving Loan Commitment (referred to as
      a "Revolving  Loan  Lender")  agrees that it will make loans  (relative to
      such Lender, its "Revolving Loans") to the Borrower equal to such Lender's
      RL Percentage of the aggregate  amount of each  Borrowing of the Revolving
      Loans requested by the Borrower to be made on such day; and

            (bi the Swing Line Lender agrees that it will make loans (its "Swing
      Line Loans") to the Borrower  equal to the  principal  amount of the Swing
      Line Loan requested by the Borrower to be made on such day. The Commitment
      of the Swing Line Lender described in this clause is herein referred to as
      its "Swing Line Loan Commitment".

On the terms and subject to the conditions hereof, the Borrower may from time to
time  borrow,  prepay and  reborrow  Revolving  Loans and Swing Line  Loans.  No
Revolving  Loan Lender shall be permitted or required to make any Revolving Loan
if, after giving effect thereto, the aggregate  outstanding  principal amount of
all Revolving  Loans of such Revolving Loan Lender,  together with such Lender's
RL  Percentage  of the  aggregate  amount of all Swing  Line Loans and Letter of
Credit  Outstandings,  would  exceed  such  Lender's RL  Percentage  of the then
existing  Revolving Loan Commitment Amount.  Furthermore,  the Swing Line Lender
shall not be  permitted  or required to make Swing Line Loans if,  after  giving
effect thereto, (i) the aggregate outstanding principal amount of all Swing Line
Loans would exceed the then existing Swing Line Loan  Commitment  Amount or (ii)
unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the
sum of all Swing Line Loans and  Revolving  Loans made by the Swing Line  Lender
plus the Swing Line Lender's RL Percentage of the aggregate  amount of Letter of
Credit  Outstandings  would exceed the Swing Line  Lender's RL Percentage of the
then existing Revolving Loan Commitment Amount.

      SECTION 2.1.2.  Letter  of Credit  Commitment.  Each of the parties hereto
acknowledge  and agree that all  Existing  Letters of Credit  shall  continue as
Letters of Credit for all purposes under the Loan Documents.  In addition,  from
time to time on any Business Day  occurring  from and after the Closing Date but
prior to the Revolving Loan Commitment Termination Date, each Issuer agrees that
it will, to the extent requested by the Borrower,

            (a)  issue  one  or  more  Letters  of  Credit  in the Stated Amount
      requested by the Borrower on such day; or

            (b) extend the Stated Expiry Date of an existing  standby  Letter of
      Credit previously issued hereunder.

No Stated  Expiry Date shall be scheduled to occur beyond the earlier of (i) the
Revolving Loan Commitment  Termination  Date and (ii) unless otherwise agreed to
by the applicable Issuer in its sole discretion,  one year from the date of such
issuance or  extension.  No Issuer  shall be  permitted or required to issue any
Letter of Credit if, after giving effect  thereto,  (i) the aggregate  amount of
all Letter of Credit  Outstandings  would exceed the Letter of Credit Commitment
Amount  or  (ii)  the  sum of the  aggregate  amount  of all  Letter  of  Credit
Outstandings  plus the aggregate  principal  amount of all  Revolving  Loans and
Swing Line Loans then  outstanding  would exceed the Revolving  Loan  Commitment
Amount.

      SECTION  2.1.3.  Term  A Loan  Commitment.  In a single  Borrowing  on any
Business  Day  occurring on or prior to the Term A Loan  Commitment  Termination
Date,  each  Lender that has a Term A Loan  Commitment  agrees that it will make
loans  (relative  to such Lender,  its "Term A Loans") to the Borrower  equal to
such Lender's Term A Loan Percentage of the aggregate amount of the Borrowing of
Term A Loans  requested  by the Borrower to be made on such day. No amounts paid
or prepaid with respect to Term A Loans may be reborrowed.

      SECTION  2.1.4.  Term  B Loan  Commitment.  In a single  Borrowing  on any
Business  Day  occurring on or prior to the Term B Loan  Commitment  Termination
Date,  each  Lender that has a Term B Loan  Commitment  agrees that it will make
loans  (relative  to such Lender,  its "Term B Loans") to the Borrower  equal to
such Lender's Term B Loan Percentage of the aggregate amount of the Borrowing of
Term B Loans  requested  by the Borrower to be made on such day. No amounts paid
or prepaid with respect to Term B Loans may be reborrowed.

      SECTION  2.2.  Reduction  of   the  Commitment  Amounts.   The  Commitment
Amounts are subject to reduction from time to time pursuant to this Section.

      SECTION  2.2.1.  Optional.   The  Borrower  may,  from time to time on any
Business Day  occurring on and after the Closing  Date,  voluntarily  reduce the
amount of the Revolving Loan Commitment  Amount,  the Swing Line Loan Commitment
Amount  or the  Letter  of  Credit  Commitment  Amount  on the  Business  Day so
specified by the Borrower;  provided,  however,  that all such reductions  shall
require at least three Business Day's prior notice to the  Administrative  Agent
and be permanent, and any partial reduction of any Commitment Amount shall be in
a minimum  amount of $500,000  and in an  integral  multiple  of  $100,000.  Any
optional or mandatory reduction of the Revolving Loan Commitment Amount pursuant
to the terms of this  Agreement  which  reduces the  Revolving  Loan  Commitment
Amount below the sum of (i) the Swing Line Loan  Commitment  Amount and (ii) the
Letter  of  Credit   Commitment   Amount  shall  result  in  an  automatic   and
corresponding  reduction of the Swing Line Loan Commitment  Amount and/or Letter
of Credit  Commitment  Amount (as  directed  by the  Borrower in a notice to the
Administrative  Agent  delivered  together  with the  notice  of such  voluntary
reduction in the Revolving Loan Commitment Amount) to an aggregate amount not in
excess of the  Revolving  Loan  Commitment  Amount,  as so reduced,  without any
further action on the part of the Swing Line Lender or any Issuer.

      SECTION  2.2.2.  Mandatory.  Following  the prepayment in full of the Term
Loans, the Revolving Loan Commitment  Amount shall,  without any further action,
automatically  and  permanently  be  reduced  on the date the Term  Loans  would
otherwise  have been required to be prepaid  pursuant to clause (e), (f), (g) or
(h) of Section  3.1.1,  in an amount equal to the amount by which the Term Loans
would otherwise be required to be prepaid if Term Loans had been outstanding.

      SECTION  2.3.  Borrowing  Procedures.  Loans (other than Swing Line Loans)
shall be made by the Lenders in accordance  with Section  2.3.1,  and Swing Line
Loans shall be made by the Swing Line Lender in accordance with Section 2.3.2.

      SECTION  2.3.1.  Borrowing Procedure. In the case of other than Swing Line
Loans,  by  delivering  a Borrowing  Request to the  Administrative  Agent on or
before 12:00 p.m.  (noon) on a Business  Day, the Borrower may from time to time
irrevocably  request,  on not less than one Business Day's notice in the case of
Base Rate Loans,  or three Business Days' notice in the case of LIBO Rate Loans,
and in either case not more than ten Business Days' notice,  that a Borrowing be
made, in the case of LIBO Rate Loans,  in a minimum  amount of $2,000,000 and an
integral  multiple of  $500,000,  in the case of Base Rate  Loans,  in a minimum
amount of $500,000 and an integral  multiple of $100,000 or, in either case,  in
the unused amount of the applicable Commitment;  provided,  however, that all of
the initial Loans shall be made as Base Rate Loans.  On the terms and subject to
the conditions of this Agreement,  each Borrowing shall be comprised of the type
of Loans,  and shall be made on the Business  Day,  specified in such  Borrowing
Request.  In the case of other than Swing Line Loans,  on or before 1:00 p.m. on
such  Business  Day each  Lender that has a  Commitment  to make the Loans being
requested  shall  deposit  with the  Administrative  Agent  same day funds in an
amount  equal to such  Lender's  Percentage  of the  requested  Borrowing.  Such
deposit will be made to an account which the Administrative  Agent shall specify
from time to time by notice to the  Lenders.  To the extent  funds are  received
from the Lenders,  the  Administrative  Agent shall make such funds available to
the Borrower by wire transfer to the accounts the Borrower  shall have specified
in its  Borrowing  Request.  No  Lender's  obligation  to make any Loan shall be
affected by any other Lender's failure to make any Loan.

      SECTION  2.3.2.  Swing Line Loans.  (a) By telephonic  notice to the Swing
Line Lender on or before 12:00 noon on any Business  Day  (followed  (within one
Business Day) by the delivery of a confirming  Borrowing  Request)  occurring on
and after the Closing Date through (but excluding) the Revolving Loan Commitment
Termination  Date, the Borrower may from time to time  irrevocably  request that
Swing  Line  Loans be made by the  Swing  Line  Lender in an  aggregate  minimum
principal amount of $250,000 and an integral multiple of $50,000; provided, that
the aggregate  principal  amount of Swing Line Loans shall at no time exceed the
Swing Line Loan Commitment Amount.  Subject to Section 5.2, all Swing Line Loans
shall be made as Base Rate Loans and shall not be entitled to be converted  into
LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by
the Swing Line  Lender to the  Borrower  by wire  transfer  to the  account  the
Borrower shall have specified in its notice therefor by the close of business on
the Business Day telephonic notice is received by the Swing Line Lender.

      (b) Each  Revolving  Loan  Lender  (other  than  the  Swing  Line  Lender)
irrevocably  agrees that it will, at the request of the Swing Line Lender in its
sole and absolute  discretion  at any time,  make a Revolving  Loan (which shall
initially be funded as a Base Rate Loan) in an amount equal to such  Lender's RL
Percentage of the aggregate  principal  amount of all such Swing Line Loans then
outstanding (such  outstanding  Swing Line Loans hereinafter  referred to as the
"Refunded Swing Line Loans"); provided, that if any Default described in clauses
(a) through (d) of Section  8.1.9 shall have  occurred  and be  continuing,  the
procedures set forth in the last two sentences of this clause shall apply and no
other provisions of this clause shall be applicable.  On or before 11:00 a.m. on
the first  Business Day  following  receipt by each  Revolving  Loan Lender of a
request to make  Revolving  Loans as provided in the  preceding  sentence,  each
Revolving  Loan Lender shall  deposit in an account  specified by the Swing Line
Lender the amount so requested in same day funds and such funds shall be applied
by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the
Revolving Loan Lenders make the above referenced  Revolving Loans the Swing Line
Lender  shall be deemed to have  made,  in  consideration  of the  making of the
Refunded Swing Line Loans,  Revolving Loans in an amount equal to the Swing Line
Lender's RL Percentage of the aggregate  principal  amount of the Refunded Swing
Line  Loans.  Upon the making (or deemed  making,  in the case of the Swing Line
Lender) of any  Revolving  Loans  pursuant to this clause,  the amount so funded
shall become  outstanding under such Revolving Loan Lender's  Revolving Note and
shall no longer be owed under the Swing Line Note.  All  interest  payable  with
respect to any  Revolving  Loans made (or deemed made,  in the case of the Swing
Line Lender) pursuant to this clause shall be appropriately  adjusted to reflect
the period of time during which the Swing Line Lender had outstanding Swing Line
Loans in respect of which such  Revolving  Loans were made.  Each Revolving Loan
Lender's obligation to make the Revolving Loans referred to in this clause shall
be absolute  and  unconditional  and shall not be affected by any  circumstance,
including  (i) any  set-off,  counterclaim,  recoupment,  defense or other right
which such  Lender may have  against the Swing Line  Lender,  any Obligor or any
Person for any reason  whatsoever;  (ii) the  occurrence or  continuance  of any
Default  (other  than a Default  which the Swing  Line  Lender is deemed to have
notice of pursuant to clause (b) of Section  9.3);  (iii) any adverse  change in
the condition (financial or otherwise) of any Obligor;  (iv) the acceleration or
maturity of any  Obligations  or the  termination  of any  Commitment  after the
making of any Swing  Line  Loan;  (v) any  breach  of any Loan  Document  by any
Person; or (vi) any other circumstance,  happening or event whatsoever,  whether
or not similar to any of the  foregoing.  If, prior to the making of a Revolving
Loan pursuant to this clause,  any Default  described in clauses (a) through (d)
of Section  8.1.9 shall have occurred and be  continuing,  each  Revolving  Loan
Lender will, on the date such Revolving Loan was to have been made,  purchase an
undivided  participation  interest in the Refunded  Swing Line Loan in an amount
equal to its RL Percentage of the  aggregate  principal  amount of such Refunded
Swing Line Loan.  Each  Revolving Loan Lender will  immediately  transfer to the
Swing  Line  Lender,   in  immediately   available  funds,  the  amount  of  its
participation in such Refunded Swing Line Loan.

      (c) If any  Revolving  Loan  Lender  does  not make a  Revolving  Loan (or
otherwise  purchase  from the Revolving  Loan Lender an undivided  participation
interest)  in an amount (the  "Outstanding  Amount")  equal to such  Lender's RL
Percentage of the aggregate  principal  amount of all Refunded  Swing Line Loans
pursuant to clause (b) above on the  applicable  due date with respect  thereto,
then such  Revolving  Loan Lender shall promptly pay to the Swing Line Lender on
demand such  Outstanding  Amount with interest  thereon  accruing at the Federal
Funds Effective Rate for each day from (and including) the date such Outstanding
Amount  should  have  been  made  available  to the  Swing  Line  Lender to (but
excluding)  the date upon which such  Revolving  Loan Lender  actually paid such
Outstanding  Amount to the Swing Line Lender. If such Revolving Loan Lender pays
such Outstanding Amount to the Swing Line Lender, then, on and as of the date of
such payment,  such  Outstanding  Amount shall  constitute  such  Revolving Loan
Lender's Loan  including in such Refunded  Swing Line Loan or the  consideration
for the purchase of its undivided participation interest, as the case may be.

      (d)  The  failure  or  refusal  of any  Revolving  Loan  Lender  to make a
Revolving  Loan  (or  otherwise  purchase  from the  Revolving  Loan  Lender  an
undivided  participation  interest)  in an  amount  equal  to such  Lender's  RL
Percentage of the aggregate  principal  amount of all Refunded  Swing Line Loans
pursuant to clause (b) above on the  applicable  due date with  respect  thereto
shall  not (i)  relieve  any  other  Revolving  Loan  Lender  from  its  several
obligation  hereunder  to  make a  Revolving  Loan  (or  otherwise  purchase  an
undivided  participation  interest) pursuant to clause (b) above and (ii) impose
upon such other Revolving Loan Lender any liability with respect to such failure
or  refusal  or  otherwise  increase  such  other  Revolving  Loan  Lender's  RL
Percentage of the Revolving Loan Commitment Amount.

      SECTION  2.4.  Continuation  and  Conversion  Elections.  By  delivering a
Continuation/Conversion  Notice to the  Administrative  Agent on or before 12:00
noon on a Business Day, the Borrower may from time to time irrevocably elect, on
not less than one Business Day's notice in the case of Base Rate Loans, or three
Business  Days'  notice in the case of LIBO Rate  Loans,  and in either case not
more than ten Business  Days'  notice,  that all, or any portion in an aggregate
minimum amount of $500,000 and an integral  multiple of $100,000 be, in the case
of Base Rate  Loans,  converted  into LIBO Rate Loans or be, in the case of LIBO
Rate Loans,  converted  into Base Rate Loans or continued as LIBO Rate Loans (in
the absence of delivery of a Continuation/Conversion  Notice with respect to any
LIBO  Rate Loan at least  three  Business  Days (but not more than ten  Business
Days)  before the last day of the then  current  Interest  Period  with  respect
thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a
Base  Rate  Loan);   provided,   however,  that  (x)  each  such  conversion  or
continuation  shall be pro rated among the applicable  outstanding  Loans of all
Lenders  that  have made  such  Loans,  and (y) no  portion  of the  outstanding
principal  amount of any Loans may be continued as, or be converted  into,  LIBO
Rate Loans when any Default has occurred and is continuing.

      SECTION  2.5.  Funding.  Each  Lender  may,  if it so elects,  fulfill its
obligation to make, continue or convert LIBO Rate Loans hereunder by causing one
of its foreign  branches or Affiliates  (or an  international  banking  facility
created by such  Lender)  to make or  maintain  such LIBO Rate  Loan;  provided,
however,  that such LIBO Rate Loan shall nonetheless be deemed to have been made
and to be held by such Lender,  and the obligation of the Borrower to repay such
LIBO Rate Loan shall  nevertheless  be to such  Lender  for the  account of such
foreign branch,  Affiliate or international banking facility.  In addition,  the
Borrower hereby consents and agrees that, for purposes of any  determination  to
be made for purposes of Section 4.1,  4.2, 4.3 or 4.4, it shall be  conclusively
assumed  that each  Lender  elected  to fund all LIBO Rate  Loans by  purchasing
Dollar deposits in its LIBOR Office's interbank eurodollar market.

      SECTION  2.6.  Issuance  Procedures.  By delivering to the  Administrative
Agent an  Issuance  Request  on or before  12:00  noon on a  Business  Day,  the
Borrower may from time to time irrevocably request on not less than two nor more
than ten Business Days' notice,  in the case of an initial  issuance of a Letter
of Credit and not less than two Business  Days' prior  notice,  in the case of a
request  for the  extension  of the Stated  Expiry  Date of a standby  Letter of
Credit  (in each  case,  unless a  shorter  notice  period  is  agreed to by the
applicable  Issuer, in its sole  discretion),  that such Issuer issue, or extend
the Stated  Expiry Date of, a Letter of Credit in such form as may be  requested
by the Borrower and approved by such Issuer,  solely for the purposes  described
in Section  7.1.7.  Each Letter of Credit shall by its terms be stated to expire
on a date (its "Stated  Expiry  Date") no later than the earlier to occur of (i)
the Revolving Loan Commitment  Termination Date or (ii) (unless otherwise agreed
to by the  Issuer,  in its  sole  discretion),  one  year  from  the date of its
issuance.  Each  Issuer  will make  available  to the  beneficiary  thereof  the
original of the Letter of Credit which it issues.

      SECTION  2.6.1.  Other Lenders'  Participation.  Upon the issuance of each
Letter of Credit, and without further action,  each Revolving Loan Lender (other
than the applicable  Issuer) shall be deemed to have irrevocably  purchased,  to
the extent of its RL  Percentage,  a  participation  interest  in such Letter of
Credit  (including  the  Contingent  Liability  in  respect  thereof),  and such
Revolving Loan Lender shall, to the extent of its RL Percentage,  be responsible
for  reimbursing  within one Business Day the  applicable  Issuer for any amount
drawn under a Letter of Credit which has not been  reimbursed by the Borrower in
accordance with Section 2.6.3. In addition, such Revolving Loan Lender shall, to
the extent of its RL Percentage, be entitled to receive a ratable portion of the
Letter of Credit fees  payable  pursuant to Section  3.3.3 with  respect to each
Letter of Credit  (other than the  issuance  fees  payable to the Issuer of such
Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest
payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To
the  extent  that any  Revolving  Loan  Lender has  reimbursed  any Issuer for a
Disbursement,  such Lender  shall be entitled to receive its ratable  portion of
any amounts subsequently received (from the Borrower or otherwise) in respect of
such Disbursement.

      SECTION  2.6.2.  Disbursements.  The  applicable  Issuer  will  notify the
Borrower and the Administrative Agent promptly of the presentment for payment of
any Letter of Credit  issued by such  Issuer,  together  with notice of the date
(the  "Disbursement  Date") such  payment  shall be made (each such  payment,  a
"Disbursement").  Subject to the terms and  provisions  of such Letter of Credit
and this  Agreement,  the  applicable  Issuer  shall  make such  payment  to the
beneficiary  (or its  designee) of such Letter of Credit.  Prior to 1:00 p.m. on
the first  Business Day  following  the  Disbursement  Date,  the Borrower  will
reimburse the  Administrative  Agent, for the account of the applicable  Issuer,
for all  amounts  which such Issuer has  disbursed  under such Letter of Credit,
together with  interest  thereon at a rate per annum equal to the rate per annum
then in  effect  for Base  Rate  Loans  (with  the then  Applicable  Margin  for
Revolving Loans accruing on such amount)  pursuant to Section 3.2 for the period
from the  Disbursement  Date  through  the date of such  reimbursement.  Without
limiting in any way the foregoing and  notwithstanding  anything to the contrary
contained  herein or in any separate  application for any Letter of Credit,  the
Borrower hereby  acknowledges and agrees that it shall be obligated to reimburse
the applicable Issuer upon each Disbursement of a Letter of Credit, and it shall
be deemed to be the  obligor for  purposes of each such Letter of Credit  issued
hereunder (whether the account party on such Letter of Credit is the Borrower or
a Subsidiary Guarantor (other than UAS)).

      SECTION  2.6.3.   Reimbursement.    The   obligation   (a   "Reimbursement
Obligation")  of the Borrower  under Section  2.6.2 to reimburse the  applicable
Issuer with respect to each Disbursement (including interest thereon), and, upon
the failure of the  Borrower to  reimburse  such  Issuer,  each  Revolving  Loan
Lender's  obligation under Section 2.6.1 to pay to such Issuer its RL Percentage
of any drawing  under a Letter of Credit,  shall be absolute  and  unconditional
under any and all circumstances and irrespective of any setoff,  counterclaim or
defense to payment which the Borrower or such Revolving Loan Lender, as the case
may be, may have or have had against  such Issuer or any Lender,  including  any
defense  based upon the failure of any  Disbursement  to conform to the terms of
the applicable  Letter of Credit (if, in such Issuer's good faith opinion,  such
Disbursement  is  determined  to  be  appropriate)  or  any  non-application  or
misapplication  by the  beneficiary  of the  proceeds  of such Letter of Credit;
provided,  however,  that  after  paying  in full its  Reimbursement  Obligation
hereunder or paying its RL  Percentage  of any drawing under a Letter of Credit,
as the case may be,  nothing  herein  shall  adversely  affect  the right of the
Borrower or such Lender, as the case may be, to commence any proceeding  against
such Issuer for any wrongful  Disbursement  made by the Issuer under a Letter of
Credit as a result of acts or omissions  constituting gross negligence or wilful
misconduct on the part of such Issuer.

      SECTION  2.6.4.  Deemed Disbursements.  Upon  the  occurrence  and  during
the continuation of any Default under Section 8.1.9 or upon  notification by the
Administrative  Agent (acting at the  direction of the Required  Lenders) to the
Borrower of its  obligations  under this Section,  following the  occurrence and
during the continuation of any other Event of Default,

            (a) the  aggregate  Stated  Amount of all  Letters of Credit  shall,
      without  demand  upon or notice to the  Borrower or any other  Person,  be
      deemed to have been paid or  disbursed  by the  applicable  Issuer of such
      Letters of Credit  (notwithstanding  that such amount may not in fact have
      been paid or disbursed); and

            (b) the Borrower  shall be  immediately  obligated to reimburse such
      Issuer for the  amount  deemed to have been so paid or  disbursed  by such
      Issuer.

Amounts  payable by the Borrower  pursuant to this Section shall be deposited in
immediately available funds with the Administrative Agent and held as collateral
security for the Reimbursement Obligations. When all Defaults giving rise to the
deemed   disbursements  under  this  Section  have  been  cured  or  waived  the
Administrative  Agent shall  return to the  Borrower all amounts then on deposit
with the  Administrative  Agent  pursuant  to this  Section  which have not been
applied to the satisfaction of the Reimbursement Obligations.

      SECTION  2.6.5. Nature of Reimbursement  Obligations.  The Borrower,  each
other Obligor and, to the extent set forth in Section 2.6.1, each Revolving Loan
Lender shall assume all risks of the acts,  omissions or misuse of any Letter of
Credit by the  beneficiary  thereof.  No Issuer (except to the extent of its own
gross negligence or wilful misconduct) shall be responsible for:

            (a) the form, validity, sufficiency,  accuracy, genuineness or legal
      effect of any Letter of Credit or any  document  submitted by any party in
      connection  with the  application  for and issuance of a Letter of Credit,
      even if it  should  in fact  prove to be in any or all  respects  invalid,
      insufficient, inaccurate, fraudulent or forged;

            (b) the form, validity, sufficiency,  accuracy, genuineness or legal
      effect of any  instrument  transferring  or  assigning  or  purporting  to
      transfer or assign a Letter of Credit or the rights or benefits thereunder
      or the proceeds thereof in whole or in part, which may prove to be invalid
      or ineffective for any reason;

            (c)  failure  of  the  beneficiary  to  comply fully with conditions
      required in order to demand payment under a Letter of Credit;

            (d)  errors, omissions, interruptions or delays in transmission   or
      delivery of any messages, by mail, cable, telegraph, telex or otherwise;
      or

            (e) any  loss or  delay  in the  transmission  or  otherwise  of any
      document or draft required in order to make a Disbursement  under a Letter
      of Credit.

None of the foregoing shall affect,  impair or prevent the vesting of any of the
rights or powers granted to any Issuer or any Revolving  Loan Lender  hereunder.
In furtherance and not in limitation or derogation of any of the foregoing,  any
action  taken or  omitted  to be  taken by any  Issuer  in good  faith  (and not
constituting gross negligence or willful  misconduct) shall be binding upon each
Obligor and each such  Secured  Party,  and shall not put such Issuer  under any
resulting liability to any Obligor or any Secured Party, as the case may be.

      SECTION  2.7.  Register; Notes.

      (a) Each Lender may  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, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder. In the
case of a Lender that does not request,  pursuant to clause (c) below, execution
and delivery of a Note evidencing the Loans made by such Lender to the Borrower,
such  account  or  accounts  shall,  to the  extent  not  inconsistent  with the
notations made by the  Administrative  Agent in the Register,  be conclusive and
binding on the Borrower  absent  manifest  error;  provided,  however,  that the
failure of any Lender to maintain  such  account or accounts  shall not limit or
otherwise affect any Obligations of any Obligor.

      (b) The Borrower hereby  designates the  Administrative  Agent to serve as
the  Borrower's  agent,  solely for the  purpose of this  clause,  to maintain a
register (the  "Register")  on which the  Administrative  Agent will record each
Lender's  Commitments,  the Loans  made by each  Lender  and each  repayment  in
respect of the principal amount of the Loans of each Lender and annexed to which
the Administrative Agent shall retain a copy of each Lender Assignment Agreement
delivered to the  Administrative  Agent pursuant to Section 10.11.1.  Failure to
make any  recordation,  or any error in such  recordation,  shall not affect the
Borrower's  obligation  in respect of such Loans.  The  entries in the  Register
shall be conclusive,  in the absence of manifest  error,  and the Borrower,  the
Administrative  Agent and the  Lenders  shall  treat each Person in whose name a
Loan (and as provided in clause (c) below the Note evidencing such Loan, if any)
is  registered  as the  owner  thereof  for  all  purposes  of  this  Agreement,
notwithstanding  notice or any  provision  herein to the  contrary.  A  Lender's
Commitment  and the Loans made  pursuant  thereto may be  assigned or  otherwise
transferred  in whole or in part  only by  registration  of such  assignment  or
transfer in the Register. Any assignment or transfer of a Lender's Commitment or
the Loans made  pursuant  thereto  shall be registered in the Register only upon
delivery  to the  Administrative  Agent of a Lender  Assignment  Agreement  duly
executed by the assignor  thereof and the compliance by the parties thereto with
the other  requirements  of Section  10.11.1.  No  assignment  or  transfer of a
Lender's Commitment or the Loans made pursuant thereto shall be effective unless
such  assignment  or transfer  shall have been  recorded in the  Register by the
Administrative Agent as provided in this Section.

      (c) The Borrower agrees that, upon the request to the Administrative Agent
by any  Lender,  the  Borrower  will  execute  and  deliver to such  Lender,  as
applicable,  a Revolving Note, a Term A Note and/or a Term B Note evidencing the
Loans made by such  Lender.  The Borrower  hereby  irrevocably  authorizes  each
Lender to make (or cause to be made) appropriate  notations on the grid attached
to such Lender's Notes (or on any  continuation of such grid),  which notations,
if made,  shall  evidence,  inter alia, the date of, the  outstanding  principal
amount of, and the interest  rate and Interest  Period  applicable  to the Loans
evidenced thereby. Such notations shall, to the extent not inconsistent with the
notations made by the  Administrative  Agent in the Register,  be conclusive and
binding on the Borrower  absent  manifest  error;  provided,  however,  that the
failure  of any  Lender  to make any  such  notations  or any  error in any such
notations  shall not limit or otherwise  affect any  Obligations of any Obligor.
The Loans  evidenced  by any such Note and interest  thereon  shall at all times
(including after  assignment  pursuant to Section 10.11.1) be represented by one
or more Notes payable to the order of the payee named therein and its registered
assigns.  A Note  and  the  obligation  evidenced  thereby  may be  assigned  or
otherwise  transferred  in  whole  or in  part  only  by  registration  of  such
assignment or transfer of such Note and the obligation  evidenced thereby in the
Register (and each Note shall expressly so provide).  Any assignment or transfer
of all or part of an  obligation  evidenced by a Note shall be registered in the
Register only upon surrender for  registration  of assignment or transfer of the
Note evidencing such obligation,  accompanied by a Lender  Assignment  Agreement
duly  executed by the  assignor  thereof,  and  thereupon,  if  requested by the
assignee,  one or more new Notes shall be issued to the designated assignee (and
to the assignor, if the assignor is retaining any of the Loans) and the old Note
shall  be  returned  by  the   Administrative   Agent  to  the  Borrower  marked
"exchanged".  No assignment of a Note and the obligation evidenced thereby shall
be  effective  unless  it  shall  have  been  recorded  in the  Register  by the
Administrative Agent as provided in this Section.

                                  ARTICLE III
                  REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

      SECTION  3.1.  Repayments  and   Prepayments;  Application.   The Borrower
agrees  that the Loans shall be repaid and  prepaid  pursuant  to the  following
terms.

      SECTION  3.1.1.  Repayments  and  Prepayments.   The  Borrower shall repay
in full the  unpaid  principal  amount of each Loan upon the  applicable  Stated
Maturity Date therefor.  Prior thereto,  payments and prepayments of Loans shall
or may be made as set forth below.

            (a) From time to time on any  Business  Day, the Borrower may make a
      voluntary  prepayment,  in whole or in part, of the outstanding  principal
      amount of any

                  (i) Loans  (other than Swing Line Loans);  provided,  however,
            that (A) in the case of Term Loans, the Borrower may elect to prepay
            either Term A Loans or Term B Loans,  such  prepayment to be applied
            pro rata among the Term  Loans so  prepaid of the same type and,  if
            applicable, having the same Interest Period of all Lenders that have
            made such Term  Loans (to be  applied  as set forth in clause (a) of
            Section  3.1.2 and with the amount of such  prepayment of the Term A
            Loans or Term B Loans, as applicable, being applied to the remaining
            scheduled   amortization   payments   thereof  in  direct  order  in
            accordance  with the  amount of each such  remaining  Term A Loan or
            Term B Loan amortization payments); (B) with respect to Term B Loans
            only,  there shall be a prepayment  fee of (1) 2.0% of the principal
            amount of such Loans voluntarily prepaid on or prior to December 10,
            2000,  (2) 1.0% of the  principal  amount of such Loans  voluntarily
            prepaid  from  (and  including)   December  11,  2000  through  (and
            including)  December 10, 2001, and (3) 0%  thereafter;  (C) any such
            prepayment  of  Revolving  Loans  shall be made pro rata  among  the
            Revolving Loans of the same type and, if applicable, having the same
            Interest Period of all Lenders that have made such Revolving  Loans;
            (D) all such voluntary prepayments shall require at least one but no
            more  than  five  Business   Days'  prior  written   notice  to  the
            Administrative Agent; and (E) all such voluntary partial prepayments
            of any Loans shall be in an aggregate minimum amount of $500,000 and
            an integral multiple of $100,000.

                  (ii) Swing Line Loans;  provided,  that (A) all such voluntary
            prepayments  shall require prior telephonic notice to the Swing Line
            Lender on or before  1:00 p.m. on the day of such  prepayment  (such
            notice to be confirmed in writing within 24 hours  thereafter);  and
            (B) all such voluntary partial  prepayments shall be in an aggregate
            minimum amount of $200,000 and an integral multiple of $100,000.

            (b) On each  date  when  the sum of (i)  the  aggregate  outstanding
      principal  amount of all Revolving Loans and Swing Line Loans and (ii) the
      aggregate  amount  of  all  Letter  of  Credit  Outstandings  exceeds  the
      Revolving Loan  Commitment  Amount (as it may be reduced from time to time
      pursuant  to  this  Agreement),   the  Borrower  shall  make  a  mandatory
      prepayment  of  Revolving  Loans or Swing  Line  Loans (or both)  and,  if
      necessary,  Cash  Collateralize  Letter  of  Credit  Outstandings,  in  an
      aggregate amount equal to such excess.

            (c) On the  Stated  Maturity  Date  for  Term A  Loans  and on  each
      Quarterly  Payment Date occurring  during any period set forth below,  the
      Borrower  shall make a scheduled  repayment of the  aggregate  outstanding
      principal  amount,  if any, of all Term A Loans in an amount  equal to the
      amount set forth below opposite the Stated Maturity Date or such Quarterly
      Payment Date, as applicable:

                                                Amount of Required
              Period                            Principal Repayment
              ------                            -------------------
        10/16/00 through (and
          including) 10/16/01                      $1,875,000.00

        10/17/01 through (and
          including) 10/15/02                      $3,750,000.00

        10/16/02 through (and
          including) 10/15/03                      $7,500,000.00

        10/16/03 through (and
          including) 10/15/04                      $9,375,000.00

        10/16/04 through (and
          including) 10/17/05                      $12,000,000.00

        Stated Maturity Date for
         Term A Loans                           $12,000,000.00 or, if different,
                                                the  then outstanding  principal
                                                amount of all Term A Loans.

            (d) On the  Stated  Maturity  Date  for  Term B  Loans  and on  each
      Quarterly  Payment Date occurring  during any period set forth below,  the
      Borrower  shall make a scheduled  repayment of the  aggregate  outstanding
      principal  amount,  if any, of all Term B Loans in an amount  equal to the
      amount set forth below opposite the Stated Maturity Date or such Quarterly
      Payment Date, as applicable:
<PAGE>

                                                Amount of Required
              Period                            Principal Repayment
              ------                            -------------------

        Closing Date through (and
         including) 04/15/05                         $625,000.00

        04/16/05 through (and
          including) 04/17/06                     $47,250,000.00

        Stated Maturity Date for
          Term B Loans                          $47,250,000.00 or, if different,
                                                the  then  outstanding principal
                                                amount of all Term B Loans.

            (e) No later than five Business  Days  following the delivery by the
      Borrower of its annual  audited  financial  reports  required  pursuant to
      clause  (b)  of  Section  7.1.1  (beginning  with  the  financial  reports
      delivered in respect of the 2000 Fiscal Year),  the Borrower shall deliver
      to the Administrative  Agent a calculation of the Excess Cash Flow for the
      Fiscal Year last ended and, no later than five Business Days following the
      delivery  of such  calculation,  make  or  cause  to be  made a  mandatory
      prepayment  of the Term Loans in an amount equal to 50% of the Excess Cash
      Flow (if any) for such  Fiscal  Year to be applied as set forth in Section
      3.1.2;  provided,  however, that such prepayment shall only be required to
      be made to the  extent  that the  amount of  Indebtedness,  as  reduced by
      giving  effect to such  prepayment,  would  result in a Leverage  Ratio of
      greater  than  3.50:1.00  on a pro  forma  basis  as of the  date  of such
      prepayment.

            (f) No  later  than  one  Business  Day  (in the  case  of Net  Debt
      Proceeds) or 30 calendar  days (in the case of Net  Disposition  Proceeds)
      following the receipt of any Net Disposition Proceeds from any Disposition
      or a series of related  Dispositions,  the aggregate amount of which is in
      excess of  $50,000  or Net Debt  Proceeds  by the  Borrower  or any of its
      Subsidiaries,  the Borrower  shall deliver to the  Administrative  Agent a
      calculation  of the amount of such Net  Disposition  Proceeds  or Net Debt
      Proceeds,  as the case may be,  and,  to the extent the amount of such Net
      Disposition  Proceeds  or Net Debt  Proceeds,  as the  case  may be,  with
      respect  to any  single  transaction  or series of  related  transactions,
      exceeds  $2,000,000,  make a mandatory  prepayment of the Term Loans in an
      amount  equal  to  100% of  such  Net  Disposition  Proceeds  or Net  Debt
      Proceeds, as the case may be, to be applied as set forth in Section 3.1.2;
      provided,  that no mandatory prepayment on account of such Net Disposition
      Proceeds shall be required  under this clause if the Borrower  informs the
      Administrative  Agent no later than 30 days  following  the receipt of any
      Net Disposition  Proceeds of its or its Subsidiary's  good faith intention
      to apply such Net Disposition  Proceeds to the acquisition of other assets
      or  property  consistent  with  the  business  permitted  to be  conducted
      pursuant  to  Section  7.2.1  (including  by way of merger or  Investment)
      within 365 days  following the receipt of such Net  Disposition  Proceeds,
      with the amount of such Net Disposition Proceeds unused after such 365 day
      period being applied to the Loans pursuant to Section 3.1.2.

            (g) The  Borrower  shall,  concurrently  with the receipt of any Net
      Equity Proceeds by the Borrower or any of its Subsidiaries, deliver to the
      Administrative  Agent a  calculation  of the  amount  of such  Net  Equity
      Proceeds,  and no later than five Business Days  following the delivery of
      such  calculation,  and,  to the extent that the amount of such Net Equity
      Proceeds  with  respect  to any  single  transaction  or series of related
      transactions exceeds $2,000,000, and subject to the proviso below, make or
      cause to be made a  mandatory  prepayment  of the Term  Loans in an amount
      equal to 50% of such Net  Equity  Proceeds  to be  applied as set forth in
      Section  3.1.2;  provided,  however,  that such  prepayment  shall only be
      required  to be made to the  extent  that the amount of  Indebtedness,  as
      reduced by giving  effect to such  prepayment  would  result in a Leverage
      Ratio of greater  than  3.50:1 on a pro forma basis as of the date of such
      prepayment;

            (h) The  Borrower  shall,  no  later  than  the  60th  calendar  day
      following  the receipt by the Borrower or any of its  Subsidiaries  of any
      Casualty  Proceeds  in  excess  of  $2,000,000  (individually  or  in  the
      aggregate  in any  Fiscal  Year),  make or  cause  to be made a  mandatory
      prepayment  of the Term Loans in an amount equal to 100% of such  Casualty
      Proceeds, to be applied as set forth in Section 3.1.2;  provided,  that no
      mandatory  prepayment  on account of Casualty  Proceeds  shall be required
      under this  clause if the  Borrower  informs the  Administrative  Agent no
      later  than  60  days  following  the  occurrence  of the  Casualty  Event
      resulting in such Casualty  Proceeds of its or its Subsidiary's good faith
      intention to apply such Casualty Proceeds to the rebuilding or replacement
      of the damaged,  destroyed or condemned assets or property subject to such
      Casualty Event or the  acquisition of other assets or property  consistent
      with the  business  permitted to be  conducted  pursuant to Section  7.2.1
      (including by way of merger or Investment)  and in fact uses or commits to
      use such Casualty Proceeds to rebuild or replace the damaged, destroyed or
      condemned  assets or property subject to such Casualty Event or to acquire
      such other  property or assets  within 365 days  following  the receipt of
      such Casualty  Proceeds,  with the amount of such Casualty Proceeds unused
      after such 365 day period being  applied to the Loans  pursuant to Section
      3.1.2;  provided  further,  however,  that at any time  when any  Event of
      Default shall have  occurred and be  continuing  or Casualty  Proceeds not
      applied as provided above shall exceed $2,000,000,  such Casualty Proceeds
      will be deposited in an account maintained with the  Administrative  Agent
      for  disbursement  at  the  request  of  the  Borrower  to  pay  for  such
      rebuilding, replacement or acquisition.

            (i) Immediately upon any acceleration of the Stated Maturity Date of
      any Loans pursuant to Section 8.2 or Section 8.3, the Borrower shall repay
      all the Loans, unless,  pursuant to Section 8.3, only a portion of all the
      Loans is so accelerated (in which case the portion so accelerated shall be
      so repaid).

Each  prepayment  of any Loans made  pursuant to this  Section  shall be without
premium or penalty, except as may be required by Section 4.4.

      SECTION  3.1.2.  Application.  Amounts  prepaid pursuant to  Section 3.1.1
shall be applied as set forth in this Section.

            (a) Subject to clause  (b),  each  prepayment  or  repayment  of the
      principal of the Loans shall be applied,  to the extent of such prepayment
      or repayment,  first, to the principal  amount thereof being maintained as
      Base Rate Loans,  and second,  subject to the terms of Section 4.4, to the
      principal amount thereof being maintained as LIBO Rate Loans.

            (b) Each prepayment of Term Loans made pursuant to clauses (e), (f),
      (g) and (h) of Section  3.1.1  shall be applied  (i) first,  pro rata to a
      mandatory  prepayment of the  outstanding  principal  amount of all Term A
      Loans and Term B Loans (with the amount of such  prepayment  of the Term A
      Loans  and the  Term B Loans  being  applied  to the  remaining  scheduled
      amortization payments of the Term A Loans or Term B Loans, as the case may
      be, in inverse order in accordance  with the amount of each such remaining
      Term A Loan or Term B Loan amortization  payments,  and (ii) second,  once
      all  Term  Loans  have  been  repaid  in  full,  to the  repayment  of any
      outstanding  Revolving  Loans and, in the case of prepayments  pursuant to
      clause  (e),  (f),  (g) or (h) of Section  3.1.1,  to a  reduction  of the
      Revolving  Loan  Commitment  Amount  in  accordance  with  Section  2.2.2;
      provided,  however,  that,  in the case of any  prepayment of Term B Loans
      made  pursuant to clause (e),  (f),  (g) or (h) of Section  3.1.1,  if the
      Borrower (at any time prior to the  repayment in full of the Term A Loans)
      elects in writing,  in its sole discretion,  to permit any Lender that has
      Term B Loans to  decline to have such  Loans so  prepaid,  then any Lender
      that has Term B Loans may, by  delivering  a notice to the  Administrative
      Agent at least one Business Day prior to the date that such  prepayment is
      to be made,  decline to have such Loans prepaid with the amounts set forth
      above,  in which case 50% of the amounts that would have been applied to a
      prepayment  of such  Lender's  Term B Loans shall  instead be applied to a
      prepayment of the principal  amount of all outstanding  Term A Loans until
      all  outstanding  Term A Loans have been prepaid in full, with the balance
      being retained by the Borrower.

      SECTION  3.2.   Interest  Provisions.    Interest   on   the   outstanding
principal  amount of Loans shall  accrue and be payable in  accordance  with the
terms set forth below.

      SECTION  3.2.1.  Rates.  Pursuant  to an appropriately delivered Borrowing
Request or  Continuation/Conversion  Notice,  the  Borrower may elect that Loans
comprising a Borrowing accrue interest at a rate per annum:

            (a) on that  portion  maintained  from  time to time as a Base  Rate
      Loan,  equal to the sum of the  Adjusted  Base  Rate  from time to time in
      effect  plus the  Applicable  Margin;  provided  that all Swing Line Loans
      shall always accrue interest at the then effective  Applicable  Margin for
      Revolving Loans maintained as Base Rate Loans; and

            (b) on that  portion  maintained  as a LIBO Rate Loan,  during  each
      Interest Period applicable thereto,  equal to the sum of the Adjusted LIBO
      Rate for such Interest Period plus the Applicable Margin.

All LIBO Rate Loans shall bear  interest from and including the first day of the
applicable  Interest Period to (but not including) the last day of such Interest
Period at the interest rate determined as applicable to such LIBO Rate Loan.

      SECTION  3.2.2.  Post-Maturity  Rates. After the date any principal amount
of any Loan or  Reimbursement  Obligation  is due and  payable  (whether  on the
Stated  Maturity  Date,  upon  acceleration  or  otherwise),  or after any other
monetary  Obligation  of the  Borrower  shall have become due and  payable,  the
Borrower shall pay, but only to the extent permitted by law,  interest (after as
well as  before  judgment)  on such  amounts  at a rate per  annum  equal to the
Adjusted Base Rate from time to time in effect,  plus the Applicable  Margin for
Term B Loans accruing interest at the Base Rate, plus a margin of 2%.

      SECTION  3.2.3.  Payment Dates.  Interest  accrued on each  Loan  shall be
payable, without duplication:

            (a) on the Stated Maturity Date therefor;

            (b) on the date of any payment or  prepayment,  in whole or in part,
      of  principal  outstanding  on any Loan  which is a LIBO  Rate Loan on the
      principal amount so paid or prepaid;

            (c) with  respect  to  Base  Rate  Loans,  on each Quarterly Payment
      Date occurring after the Closing Date;

            (d)  with  respect  to LIBO  Rate  Loans,  on the  last  day of each
      applicable  Interest  Period (and,  if such  Interest  Period shall exceed
      three months, on the date occurring on each three-month interval occurring
      after the first day of such Interest Period); and

            (e) on that portion of any Loans the Stated  Maturity  Date of which
      is  accelerated  pursuant  to Section  8.2 or 8.3,  immediately  upon such
      acceleration.

Interest  accrued  on Loans or other  monetary  Obligations  after the date such
amount  is  due  and  payable   (whether  on  the  Stated  Maturity  Date,  upon
acceleration or otherwise) shall be payable upon demand.

      SECTION  3.3.  Fees. The  Borrower agrees to pay the fees set forth below.
All such fees shall be non-refundable.

      SECTION  3.3.1.  Commitment  Fee.  The  Borrower   agrees   to  pay to the
Administrative  Agent for the account of each Lender,  for the period (including
any portion  thereof when any of its  Commitments are suspended by reason of the
Borrower's  inability to satisfy any  condition of Article V)  commencing on the
Closing Date and continuing through the applicable Commitment  Termination Date,
a commitment  fee in an amount equal to the Applicable  Commitment  Fee, in each
case on such Lender's  Percentage of the sum of the average daily unused portion
of the Revolving Loan Commitment  Amount (net of Letter of Credit  Outstandings,
in the case of the  Revolving  Loan  Commitment  Amount).  All  commitment  fees
payable  pursuant to this Section shall be calculated on a year comprised of 360
days and payable by the Borrower in arrears on the Closing  Date and  thereafter
on each Quarterly Payment Date, commencing with the first Quarterly Payment Date
following the Closing Date,  and on the Revolving  Loan  Commitment  Termination
Date. The making of Swing Line Loans shall not constitute usage of the Revolving
Loan Commitment with respect to the calculation of commitment fees to be paid by
the Borrower to the Lenders (other than in the case of the Swing Line Lender).

      SECTION  3.3.2.  Administrative  Agent's Fees.  The Borrower agrees to pay
to the Administrative Agent, for its own account, the fees in the amounts and on
the dates set forth in the Administrative Agent's Fee Letter

      SECTION  3.3.3.  Letter  of  Credit Fee. The Borrower agrees to pay to the
Administrative Agent, for the pro rata account of the each applicable Issuer and
each  Revolving  Loan  Lender,  a Letter of Credit fee in an amount equal to the
then effective  Applicable  Margin for Revolving  Loans  maintained as LIBO Rate
Loans,  multiplied by the Stated Amount of each such Letter of Credit, such fees
being payable  quarterly in arrears on each Quarterly Payment Date following the
date of issuance of each Letter of Credit and on the Revolving  Loan  Commitment
Termination  Date. The Borrower further agrees to pay to each applicable  Issuer
quarterly  in arrears  on each  Quarterly  Payment  Date  following  the date of
issuance  of  each  Letter  of  Credit  and on  the  Revolving  Loan  Commitment
Termination Date a fronting fee as specified in the  Administrative  Agent's Fee
Letter or as otherwise agreed to by the Borrower and the applicable Issuer.

                                   ARTICLE IV

                    CERTAIN LIBO RATE AND OTHER PROVISIONS

      SECTION  4.1.  LIBO Rate Lending  Unlawful.  If any Lender shall determine
(which  determination  shall,  upon  notice  thereof  to the  Borrower  and  the
Administrative  Agent,  be  conclusive  and  binding on the  Borrower)  that the
introduction  of or any change in or in the  interpretation  of any law makes it
unlawful,  or any Governmental  Authority asserts that it is unlawful,  for such
Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate
Loan, the obligations of such Lender to make,  continue or convert any such LIBO
Rate Loan shall, after the determination  thereof,  forthwith be suspended until
such Lender shall notify the Administrative Agent that the circumstances causing
such suspension no longer exist,  and all outstanding LIBO Rate Loans payable to
such Lender shall  automatically  convert into Base Rate Loans at the end of the
then current  Interest  Periods with respect  thereto or sooner,  if required by
such law or assertion.

      SECTION  4.2.  Deposits Unavailable.  If  the  Administrative  Agent shall
have determined that

            (a)  Dollar deposits in the relevant amount and for the relevant
      Interest Period are not available to it in its relevant market; or

            (b) by  reason  of  circumstances  affecting  its  relevant  market,
      adequate means do not exist for  ascertaining the interest rate applicable
      hereunder to LIBO Rate Loans;

then, upon notice from the Administrative Agent to the Borrower and the Lenders,
the  obligations  of all Lenders under  Sections 2.3 and 2.4 to make or continue
any Loans as, or to convert any Loans into,  LIBO Rate Loans shall  forthwith be
suspended  until the  Administrative  Agent shall  notify the  Borrower  and the
Lenders that the circumstances causing such suspension no longer exist.

      SECTION  4.3.  Increased LIBO Rate Loan Costs, etc. The Borrower agrees to
reimburse  each  Lender  and each  Issuer for any  increase  in the cost to such
Lender or such Issuer of, or any  reduction in the amount of any sum  receivable
by such Secured Party in respect of, such Secured  Party's  Commitments  and the
making of Credit  Extensions  hereunder  (including  the making,  continuing  or
maintaining  (or of its  obligation  to make or  continue)  any  Loans as, or of
converting  (or of its  obligation to convert) any Loans into,  LIBO Rate Loans)
that arise in  connection  with any change  in, or the  introduction,  adoption,
effectiveness,  interpretation,  reinterpretation  or phase-in after the Closing
Date of,  any law or  regulation,  directive,  guideline,  decision  or  request
(whether or not having the force of law) of any Governmental  Authority,  except
for (i) such changes with respect to increased capital costs and Taxes which are
governed by Sections 4.5 and 4.6,  respectively,  and (ii) increased costs which
are already included in the  determination  of the Statutory  Reserve Rate. Each
affected  Secured Party shall promptly notify the  Administrative  Agent and the
Borrower in writing of the  occurrence  of any such  event,  stating the reasons
therefor and the additional  amount  required  fully to compensate  such Secured
Party for such increased cost or reduced amount.  Such additional  amounts shall
be payable by the Borrower directly to such Secured Party within ten days of its
receipt of such notice, and such notice shall, in the absence of manifest error,
be conclusive and binding on the Borrower.

      SECTION  4.4. Funding Losses. In the event any Lender shall incur any loss
or expense  (including any loss or expense incurred by reason of the liquidation
or  reemployment  of deposits or other funds  acquired by such Lender to make or
continue any portion of the  principal  amount of any Loan as, or to convert any
portion of the principal  amount of any Loan into, a LIBO Rate Loan) as a result
of

            (a) any  conversion  or repayment  or  prepayment  of the  principal
      amount of any LIBO Rate Loan on a date other than the  scheduled  last day
      of the Interest Period applicable thereto, whether pursuant to Article III
      or otherwise;

            (b) any Loans not being made as LIBO Rate Loans  in  accordance with
      the Borrowing Request therefor; or

            (c) any Loans not being continued  as, or converted into, LIBO  Rate
      Loans in accordance with the Continuation/Conversion Notice therefor;

but in each  case  other  than  due to such  Lender's  failure  to  fulfill  its
obligations  hereunder,  then,  upon the  written  notice of such  Lender to the
Borrower (with a copy to the Administrative  Agent), the Borrower shall,  within
ten days of its receipt thereof, pay directly to such Lender such amount as will
(in the reasonable  determination of such Lender) reimburse such Lender for such
loss or expense. Such written notice shall, in the absence of manifest error, be
conclusive and binding on the Borrower.

      SECTION  4.5.  Increased  Capital  Costs.  If, after the Closing Date, any
change  in,  or  the  introduction,  adoption,  effectiveness,   interpretation,
reinterpretation  or phase-in of, any law or regulation,  directive,  guideline,
decision or request (whether or not having the force of law) of any Governmental
Authority  affects or would affect the amount of capital required or expected to
be maintained by any Secured Party or any Person controlling such Secured Party,
and such Secured  Party  determines  (in good faith but in its sole and absolute
discretion) that the rate of return on its or such controlling  Person's capital
as a  consequence  of the  Commitments  or the Credit  Extensions  made,  or the
Letters of Credit  participated  in, by such Secured Party is reduced to a level
below  that which  such  Secured  Party or such  controlling  Person  could have
achieved but for the occurrence of any such circumstance,  then upon notice from
time to time by such Secured  Party to the Borrower,  the Borrower  shall within
five days  following  receipt of such notice pay directly to such Secured  Party
additional   amounts  sufficient  to  compensate  such  Secured  Party  or  such
controlling  Person for such  reduction  in rate of return.  A statement of such
Secured Party as to any such additional  amount or amounts shall, in the absence
of manifest  error,  be conclusive  and binding on the Borrower.  In determining
such amount,  such Secured Party may use any reasonable  method of averaging and
attribution that it (in its sole and absolute discretion) shall deem applicable.

      SECTION  4.6.  Taxes.  The Borrower covenants and agrees  as  follows with
respect to Taxes.

            (a) Any and all  payments by the Borrower  under each Loan  Document
      shall be made without setoff,  counterclaim or other defense, and free and
      clear of, and without  deduction or withholding  for or on account of, any
      Taxes,  except to the  extent any Taxes are  imposed by law.  In the event
      that any Taxes are  required by law to be  deducted  or withheld  from any
      payment required to be made by the Borrower to or on behalf of any Secured
      Party under any Loan Document, then:

                  (i)  subject to clause  (f),  if such  Taxes are  Non-Excluded
            Taxes,  the  amount of such  payment  shall be  increased  as may be
            necessary  such that such  payment  is made,  after  withholding  or
            deduction for or on account of such Non-Excluded Taxes, in an amount
            that is not less than the amount provided for in such Loan Document;
            and

                  (ii) the Borrower shall withhold the full amount of such Taxes
            from such  payment  (as  increased  pursuant  to clause  (a)(i),  if
            applicable) and shall pay such amount to the Governmental  Authority
            imposing such Taxes in accordance with applicable law.

            (b) In  addition,  the  Borrower  shall pay any and all Other  Taxes
      imposed on or with respect to a Secured Party to the relevant Governmental
      Authority imposing such Other Taxes in accordance with applicable law.

            (c) As  promptly  as  practicable  after the payment of any Taxes or
      Other  Taxes,  and in any event  within 45 days of any such  payment,  the
      Borrower shall furnish to the  Administrative  Agent a copy of an official
      receipt (or a certified copy thereof) or if obtaining such receipt or copy
      is impractical,  other documentation  necessary for purposes of claiming a
      foreign tax credit  evidencing  the payment of such Taxes or Other  Taxes.
      The Administrative Agent shall make copies thereof available to any Lender
      upon request therefor.

            (d) Subject to clause (f), the Borrower shall indemnify each Secured
      Party for any Non-Excluded Taxes and Other Taxes levied, imposed, assessed
      on or actually paid by or on behalf of such Secured Party  (whether or not
      such  Non-Excluded  Taxes or Other Taxes are correctly or legally asserted
      by the  relevant  Governmental  Authority).  Promptly  upon having  actual
      knowledge  that any such  Non-Excluded  Taxes or  Other  Taxes  have  been
      levied,  imposed or  assessed,  and  promptly  upon notice  thereof by any
      Secured  Party,  the Borrower shall pay such  Non-Excluded  Taxes or Other
      Taxes directly to the relevant Governmental Authority (provided,  however,
      that no Secured  Party shall be under any  obligation  to provide any such
      notice to the Borrower).  In addition,  the Borrower shall  indemnify each
      Secured Party for any  incremental  Taxes that are paid or payable by such
      Secured  Party as a result of any failure of the Borrower to pay any Taxes
      when due to the  appropriate  Governmental  Authority or to deliver to the
      Administrative Agent, pursuant to clause (c), documentation evidencing the
      payment  of Taxes or Other  Taxes.  With  respect to  indemnification  for
      Non-Excluded  Taxes and Other Taxes  actually paid by any Secured Party or
      the indemnification  provided in the immediately preceding sentence,  such
      indemnification  shall be made within 30 days after the date such  Secured
      Party makes written demand therefor.  The Borrower  acknowledges  that any
      payment  made to any Secured  Party or to any  Governmental  Authority  in
      respect of the  indemnification  obligations  of the Borrower  provided in
      this clause shall  constitute a payment in respect of which the provisions
      of clause (a) and this clause shall apply.

            (e) Each  Non-Domestic  Secured   Party,  on or prior to the date on
      which such  Non-Domestic  Secured Party becomes a Secured Party  hereunder
      (and from time to time  thereafter upon the request of the Borrower or the
      Administrative  Agent, but only for so long as such  Non-Domestic  Secured
      Party is legally entitled to do so), shall deliver to the Borrower and the
      Administrative Agent either

                  (i) two properly  completed  and duly  executed  copies of (A)
            Internal  Revenue  Service  Form  W-8BEN  and (B)  Internal  Revenue
            Service  Form 4224 or Form 1001 or, in either  case,  an  applicable
            successor form; or

                  (ii) in the case of a  Non-Domestic  Secured Party that is not
            legally entitled to deliver either form listed in clause (e)(i), (x)
            a certificate in form and substance  reasonably  satisfactory to the
            Borrower and the  Administrative  Agent of a duly authorized officer
            of  such  Non-Domestic   Secured  Party  to  the  effect  that  such
            Non-Domestic Secured Party 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  receiving interest from a
            related  person  within the meaning of Section  881(c)(3)(C)  of the
            Code (such  certificate,  an  "Exemption  Certificate")  and (y) two
            properly  completed  and duly  executed  copies of Internal  Revenue
            Service  Form  W-8BEN or  applicable  successor  form,  in each case
            certifying  that such  Non-Domestic  Secured  Party is  entitled  to
            receive   payments  under  this  Agreement  and  the  Notes  without
            deduction  or  withholding  of any  Non-Excluded  Taxes.  Each  such
            Non-Domestic  Secured Party further agrees to deliver to each of the
            Borrower and the  Administrative  Agent an  additional  copy of such
            relevant  form on or before  the date such form  expires  or becomes
            obsolete or after the occurrence of any event (including a change in
            applicable  lending  office)  requiring  a change in the most recent
            forms  so  delivered  by it,  in  each  case  certifying  that  such
            Non-Domestic   Secured  Party  is  entitled  to  an  exemption  from
            withholding or deduction for or on account of Non-Excluded  Taxes in
            connection  with payments  under this  Agreement or under any of the
            Notes.  Each such  Non-Domestic  Secured Party shall promptly notify
            the  Borrower  and  the  Administrative  Agent  of  any  changes  in
            circumstances  unique to such  Non-Domestic  Secured Party,  and not
            including a change in law,  that would modify or render  invalid any
            claimed exemption or reduction.

            (f) The Borrower  shall not be obligated to gross up any payments to
      any Secured Party pursuant to clause  (a)(i),  or to indemnify any Secured
      Party pursuant to clause (d), in respect of Taxes to the extent imposed as
      a result  of (i) the  failure  of such  Secured  Party to  deliver  to the
      Borrower the form or forms and/or an Exemption Certificate,  as applicable
      to such  Secured  Party,  pursuant to clause (e),  (ii) such form or forms
      and/or Exemption  Certificate not  establishing a complete  exemption from
      U.S.  federal  withholding Tax or the information or  certifications  made
      therein  by the  Secured  Party  being  untrue or  inaccurate  on the date
      delivered in any material respect,  or (iii) the Secured Party designating
      a successor  lending  office at which it maintains its Loans which has the
      effect of causing such Secured Party to become  obligated for Tax payments
      in  excess  of  those in  effect  immediately  prior to such  designation;
      provided,  however,  that the Borrower  shall be obligated to gross up any
      payments  to any such  Secured  Party  pursuant to clause  (a)(i),  and to
      indemnify  any such  Secured  Party  pursuant to clause (d), in respect of
      United States federal withholding Taxes if (i) any such failure to deliver
      a form or forms or an Exemption Certificate or the failure of such form or
      forms or Exemption Certificate to establish a complete exemption from U.S.
      federal  withholding  Tax  or  inaccuracy  or  untruth  contained  therein
      resulted from a change in any applicable  statute,  treaty,  regulation or
      other  applicable  law or  any  interpretation  of  any  of the  foregoing
      occurring  after the date on which  such  Secured  Party  became a Secured
      Party  hereunder,  which  change  rendered  such  Secured  Party no longer
      legally entitled to deliver such form or forms or Exemption Certificate or
      otherwise   ineligible  for  a  complete   exemption  from  U.S.   federal
      withholding  Tax, or rendered the  information or  certifications  made in
      such form or forms or  Exemption  Certificate  untrue or  inaccurate  in a
      material  respect or (ii) the  obligation to gross up payments to any such
      Secured  Party  pursuant to clause (a)(i) or to indemnify any such Secured
      Party pursuant to clause (d) is with respect to an assignee  Secured Party
      as a result of an assignment made at the request of the Borrower.

            (g) If a Secured  Party  receives a refund in respect of Taxes as to
      which it has been grossed up by the Borrower  pursuant to clause (a)(i) or
      indemnified by the Borrower  pursuant to clause (d) and such Secured Party
      determines  in  its  sole,   good  faith  judgment  that  such  refund  is
      attributable to such gross up or indemnification,  then such Secured Party
      shall pay such amount to the Borrower as such Secured Party  determines to
      be the  proportion of the refund as will leave it, after such payment,  in
      no better or worse financial  position with respect to Tax liabilities and
      related  expenses  than it would have been in the absence of such payment.
      No Secured Party shall be obligated to disclose information  regarding its
      tax affairs or computations to the Borrower in connection with this clause
      or any other provision of this Section.

      SECTION  4.7.  Payments,  Computations,  etc. Unless  otherwise  expressly
provided in a Loan Document,  all payments by the Borrower pursuant to each Loan
Document shall be made by the Borrower to the  Administrative  Agent for the pro
rata  account of the Secured  Parties  entitled  to receive  such  payment.  All
payments shall be made without setoff,  deduction or counterclaim not later than
1:00 p.m.  on the date due in same day or  immediately  available  funds to such
account as the Administrative Agent shall specify from time to time by notice to
the  Borrower.  Funds  received  after  that  time  shall be deemed to have been
received by the  Administrative  Agent on the next succeeding  Business Day. The
Administrative  Agent  shall  promptly  remit in same day funds to each  Secured
Party its share, if any, of such payments received by the  Administrative  Agent
for the account of such Secured Party. All interest  (including interest on LIBO
Rate Loans) and fees shall be computed on the basis of the actual number of days
(including the first day but excluding the last day) occurring during the period
for which such interest or fee is payable over a year comprised of 360 days (or,
in the case of  interest  on a Base  Rate  Loan  (calculated  at other  than the
Federal Funds Effective Rate), 365 days or, if appropriate,  366 days). Payments
due on other than a Business Day shall  (except as otherwise  required by clause
(c) of the  definition  of the  term  "Interest  Period")  be made  on the  next
succeeding  Business  Day and  such  extension  of time  shall  be  included  in
computing interest and fees in connection with that payment.

      SECTION  4.8.  Sharing of Payments.  If any Secured Party shall obtain any
payment or other recovery  (whether  voluntary,  involuntary,  by application of
setoff or  otherwise)  on  account  of any  Credit  Extension  or  Reimbursement
Obligation (other than pursuant to the terms of Section 4.3, 4.4, 4.5 or 4.6) in
excess of its pro rata share of payments  obtained by all Secured Parties,  such
Secured Party shall purchase from the other Secured Parties such  participations
in Credit Extensions made by them as shall be necessary to cause such purchasing
Secured  Party to share the excess  payment or other  recovery  ratably  (to the
extent such other  Secured  Parties  were  entitled to receive a portion of such
payment or recovery) with each of them;  provided,  however,  that if all or any
portion of the excess  payment or other  recovery is thereafter  recovered  from
such purchasing  Secured Party, the purchase shall be rescinded and each Secured
Party which has sold a participation to the purchasing Secured Party shall repay
to the purchasing Secured Party the purchase price to the ratable extent of such
recovery  together with an amount equal to such selling  Secured Party's ratable
share  (according to the  proportion  of (a) the amount of such selling  Secured
Party's required  repayment to the purchasing  Secured Party to (b) total amount
so recovered from the purchasing  Secured Party) of any interest or other amount
paid or payable by the  purchasing  Secured Party in respect of the total amount
so  recovered.  The  Borrower  agrees  that  any  Secured  Party   purchasing  a
participation  from another  Secured Party  pursuant to this Section may, to the
fullest extent permitted by law,  exercise all its rights of payment  (including
pursuant to Section 4.9) with respect to such  participation as fully as if such
Secured  Party were the direct  creditor  of the  Borrower in the amount of such
participation.  If under any applicable bankruptcy,  insolvency or other similar
law any Secured Party receives a secured claim in lieu of a setoff to which this
Section applies,  such Secured Party shall, to the extent practicable,  exercise
its rights in  respect of such  secured  claim in a manner  consistent  with the
rights of the  Secured  Parties  entitled  under  this  Section  to share in the
benefits of any recovery on such secured claim.

      SECTION  4.9.  Setoff.  Each Secured Party shall,  upon the occurrence and
during the  continuance  of any Default  described in clauses (a) through (d) of
Section 8.1.9 or, with the consent of the Required Lenders,  upon the occurrence
and during the  continuance  of any other  Event of  Default,  have the right to
appropriate and apply to the payment of the Obligations  owing to it (whether or
not then due), and (as security for such Obligations) the Borrower hereby grants
to each Secured Party a continuing  security  interest in, any and all balances,
credits, deposits, accounts (other than any trust accounts comprised entirely of
moneys held in trust for the benefit of Persons  other than the Borrower and its
Affiliates)  or moneys of the Borrower then or thereafter  maintained  with such
Secured Party (other than the Restricted Cash Balance);  provided, however, that
any such  appropriation  and  application  shall be subject to the provisions of
Section 4.8. Each Secured  Party agrees  promptly to notify the Borrower and the
Administrative  Agent after any such setoff and application made by such Secured
Party; provided,  however, that the failure to give such notice shall not affect
the validity of such setoff and  application.  The rights of each Secured  Party
under this Section are in addition to other rights and remedies (including other
rights of setoff under applicable law or otherwise) which such Secured Party may
have.

      SECTION  4.10. Change of Lending Office. Each Secured Party agrees that if
it makes any  demand  for  payment  under  Section  4.3,  4.5 or 4.6,  or if any
adoption or change of the type described in Section 4.1 shall occur with respect
to it, it will,  if requested by the Borrower,  file a  certificate  or document
reasonably  requested by the Borrower  and/or use reasonable  efforts (in either
case, consistent with its internal policy and legal and regulatory  restrictions
and so long as such efforts would not be disadvantageous to it, as determined in
its sole  discretion)  to designate a different  lending office if the filing of
such certificate or document or the making of such a designation would reduce or
obviate the need for the  Borrower to make  payments  under  Section 4.3, 4.5 or
4.6,  or would  eliminate  or  materially  reduce the effect of any  adoption or
change described in Section 4.1; provided, however, that nothing in this Section
shall affect or postpone any of the  Obligations of the Borrower or the right of
any Secured Party provided in Section 4.1, 4.3, 4.5 or 4.6.

      SECTION  4.11.  Replacement  of  Lenders.  If  any  Lender  (an  "Affected
Lender")  makes a demand upon the  Borrower for (or if the Borrower is otherwise
required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6 (and the payment of
such  amounts  are,  and are  likely to  continue  to be,  more  onerous  in the
reasonable judgment of the Borrower than with respect to the other Lenders),  or
gives notice  pursuant to Section 4.1  requiring a conversion  of such  Affected
Lender's  LIBO  Rate  Loans to Base  Rate  Loans  or  suspending  such  Lender's
obligation  to make Loans as, or to convert  Loans into,  LIBO Rate  Loans,  the
Borrower  may,  within 30 days of  receipt  by the  Borrower  of such  demand or
notice,  as the case may be, give notice (a "Replacement  Notice") in writing to
the  Administrative  Agent and such Affected  Lender of its intention to replace
such  Affected   Lender  with  a  financial   institution  or  other  Person  (a
"Replacement Lender") designated in such Replacement Notice; provided,  however,
that no Replacement  Notice may be given by the Borrower if (i) such replacement
conflicts with any applicable law or regulation, (ii) any Event of Default shall
have occurred and be continuing at the time of such  replacement  or (iii) prior
to any such replacement, such Lender shall have taken any necessary action under
Section 4.5 or 4.6 (if  applicable)  so as to eliminate the  continued  need for
payment of amounts owing  pursuant to Section 4.5 or 4.6. If the  Administrative
Agent shall, in the exercise of its reasonable  discretion and within 30 days of
its receipt of such  Replacement  Notice,  notify the Borrower and such Affected
Lender  in  writing  that  the   Replacement   Lender  is  satisfactory  to  the
Administrative  Agent (such  consent not being  required  where the  Replacement
Lender is already a Lender),  then such Affected  Lender  shall,  subject to the
payment of any amounts due pursuant to Section 4.4,  assign,  in accordance with
Section 10.11.1, all of its Commitments,  Loans, Notes (if any) and other rights
and  obligations  under this Agreement and all other Loan  Documents  (including
Reimbursement Obligations,  if applicable) to such Replacement Lender; provided,
however,  that (i) such assignment shall be without recourse,  representation or
warranty and shall be on terms and conditions  reasonably  satisfactory  to such
Affected Lender and such  designated  financial  institution,  (ii) the purchase
price paid by such  Replacement  Lender shall be in the amount of such  Affected
Lender's  Loans and its  Percentage of  outstanding  Reimbursement  Obligations,
together with all accrued and unpaid interest and fees in respect thereof,  plus
all other  amounts  (including  the  amounts  demanded  and  unreimbursed  under
Sections 4.3, 4.5 and 4.6),  owing to such Affected  Lender  hereunder and (iii)
the Borrower shall pay to the Affected Lender and the  Administrative  Agent all
reasonable  out-of-pocket  expenses  incurred  by the  Affected  Lender  and the
Administrative   Agent  in  connection   with  such  assignment  and  assumption
(including the processing fees described in Section 10.11.1). Upon the effective
date of an assignment  described  above,  the Replacement  Lender shall become a
"Lender" for all purposes under the Loan Documents.

      SECTION  4.12.  Limitation  on Additional  Amounts,  etc.  Notwithstanding
anything  to the  contrary  contained  in  Sections  4.3,  4.5  or  4.6 of  this
Agreement,  unless a Lender gives notice to the Borrower that it is obligated to
pay an amount under any such  Section  within 90 days after the later of (x) the
date the Lender incurs the respective  increased costs,  Taxes, loss, expense or
liability, reduction in amounts received or receivable or reduction in return on
capital or (y) the date such Lender has actual  knowledge of its  incurrence  of
their respective increased costs, Taxes, loss, expense or liability,  reductions
in amounts  received or receivable or reduction in return on capital,  then such
Lender shall only be entitled to be compensated for such amount by such Borrower
pursuant  to  Sections  4.3,  4.5 or 4.6,  as the case may be, to the extent the
costs,  Taxes,  loss,  expense or  liability,  reduction in amounts  received or
receivable  or  reduction  in return on capital  are  incurred or suffered on or
after the date which  occurs 90 days prior to such Lender  giving  notice to the
Borrower that it is obligated to pay the respective amounts pursuant to Sections
4.3, 4.5 or 4.6, as the case may be. This Section shall have no applicability to
any Section of this Agreement other than Sections 4.3, 4.5 or 4.6.

                                    ARTICLE V

                         CONDITIONS TO CREDIT EXTENSIONS

      SECTION  5.1.  Initial Credit Extension.  The obligations  of  the Lenders
and, if applicable,  the Issuers to fund the initial Credit  Extension  shall be
subject  to the  prior  or  concurrent  satisfaction  of each of the  conditions
precedent set forth in this Section.

      SECTION  5.1.1.  Resolutions, etc. The Managing Agents shall have received
from each Obligor,  as  applicable,  (i) a copy of a good standing  certificate,
dated a date reasonably close to the Closing Date, for each such Person and (ii)
a  certificate,  dated the Closing Date and with  counterparts  for each Lender,
duly executed and delivered by such Person's  Secretary or Assistant  Secretary,
managing member or general partner, as applicable, as to

            (a) the fact that a complete and correct copy of the  resolutions of
      each such Person's Board of Directors (or other managing body, in the case
      of other than a corporation) then in full force and effect authorizing, to
      the extent  relevant,  all aspects of the  Transaction  applicable to such
      Person and the execution,  delivery and  performance of each Loan Document
      to be executed by such Person and the transactions contemplated hereby and
      thereby is attached to such  certificate and that those  resolutions  have
      not been amended, modified or rescinded by subsequent action;

            (b) the incumbency and signatures of those of its officers, managing
      member or general partner,  as applicable,  authorized to act with respect
      to each Loan Document to be executed by such Person (each,  an "Authorized
      Officer"); and

            (c) the  full  force and  validity of  each Organic Document of such
      Person and copies thereof;

upon which  certificates each Secured Party may conclusively rely until it shall
have  received a further  certificate  of the  Secretary,  Assistant  Secretary,
managing member or general partner, as applicable,  of any such Person canceling
or amending the prior certificate of such Person.

      SECTION  5.1.2. Transaction Consummated.  The Transactions shall have been
consummated  for an  aggregate  amount  not in  excess of  $826,000,000,  and in
connection therewith:

            (a) The Recapitalization shall have been consummated pursuant to the
      Recapitalization  Agreement  (and all of the  conditions  to  effecting or
      consummating  the  Recapitalization  set  forth  in  the  Recapitalization
      Agreement  shall  have been duly  satisfied  or,  with the  consent of the
      Managing Agents and the Required Lenders, waived) and, pursuant thereto,

                  (i)  the Borrower shall have received  common  equity proceeds
            of approximately $200,000,000, and

                  (ii) MDCP and its  designees  shall have  become the holder of
            approximately  82.5% of the issued and outstanding OSI Common Stock,
            representing  more  than  77% of the  OSI  Common  Stock  on a fully
            diluted basis, in each case on the Closing Date.

            (b) The Rollover  Shareholders  shall continue to hold approximately
      8.0%  of  the  issued  and  outstanding  OSI  Common  Stock,  representing
      approximately  7.5% of the OSI Common Stock on a fully diluted  basis,  in
      each case on the Closing Date.

            (c) The Preferred  Equity  Issuances shall have been  consummated on
      terms  and  conditions  reasonably  satisfactory  in all  respects  to the
      Managing Agents and, pursuant to

                  (i) the PIK Preferred Equity Issuance, the Borrower shall have
            issued the PIK Preferred  Equity for not less than  $100,000,000  in
            gross cash proceeds to the PIK Preferred  Equity Holders pursuant to
            the PIK Preferred Equity Documents; and

                  (ii) the Junior PIK Preferred  Equity  Issuance,  the Borrower
            shall have  issued  (pursuant  to the Junior  PIK  Preferred  Equity
            Documents)  the  Junior  PIK  Preferred  Equity  to  certain  of the
            Existing  Shareholders  for not less than  $7,000,000  of gross cash
            proceeds, in connection with the Recapitalization.

      SECTION  5.1.3. Transaction Documents.  (a) The Managing Agents shall have
received  (with  copies for each  Lender  that shall have  requested  in writing
copies thereof) copies of fully executed  versions of the Transaction  Documents
other than the Consent Solicitation Statement, certified to be true and complete
copies thereof by an Authorized Officer of the Borrower.  Each Material Document
shall be in full force and effect and shall not have been  modified or waived in
any material respect,  nor shall there have been any forbearance to exercise any
rights with respect to any of the material  terms or provisions  relating to the
conditions to the  consummation of the  Recapitalization,  the Preferred  Equity
Issuances and the  Solicitation  set forth in the applicable  Material  Document
unless otherwise agreed to by the Required Lenders.

      (b) With  respect to the  Solicitation,  the  Managing  Agents  shall have
received  evidence  satisfactory  in all  respects  to  each of  them  that  the
Subordinated  Note  Holders of at least a majority  of the  aggregate  principal
amount of the  Subordinated  Notes shall have  executed and  delivered a consent
pursuant to the Consent Solicitation Statement,  such that the terms, conditions
and waivers contained in the Consent Solicitation  Statement shall be binding on
and enforceable against all of the Subordinated Note Holders.

      SECTION  5.1.4.  Closing Date Certificate.  The Managing Agents shall have
received,   with  counterparts  for  each  Lender,  the  Borrower  Closing  Date
Certificate,  dated the  Closing  Date and duly  executed  and  delivered  by an
Authorized  Officer of the Borrower,  in which  certificate  the Borrower  shall
agree and  acknowledge  that the  statements  made therein shall be deemed to be
true and correct  representations and warranties in all material respects of the
Borrower as of such date,  and, at the time each such  certificate is delivered,
such statements  shall in fact be true and correct in all material  respects (it
being  understood  that the Borrower  shall not have to certify as to any matter
set forth in this Agreement to the extent that the  determination  thereof is to
be made (as expressly  provided for in this  Agreement) by either Managing Agent
or any Lender).  All  documents  and  agreements  required to be appended to the
Borrower  Closing Date  Certificate  (including  documentation  evidencing that,
after giving effect to the Transaction and each other  transaction  contemplated
hereby  (including the initial Credit  Extensions  hereunder),  all Obligations,
including those to pay principal of and interest  (including  interest  accruing
subsequent  to the filing of, or which would have accrued but for the filing of,
a petition for bankruptcy,  reorganization or similar proceeding, whether or not
allowed  as a claim  under  such  proceeding)  on the  Loans  and  Reimbursement
Obligations,  and fees and expenses in connection therewith,  constitute "Senior
Bank Debt" (as defined in the Subordinated Note Indenture)) shall be in form and
substance reasonably satisfactory to the Managing Agents.

      SECTION  5.1.5. Delivery  of  Notes.  The  Managing   Agents   shall  have
received,  for the account of each  Lender that has  requested a Note in writing
three Business Days prior to the Closing Date, such Lender's Notes duly executed
and delivered by an Authorized Officer of the Borrower.

      SECTION  5.1.6. Payment of Outstanding Indebtedness, etc. All Indebtedness
identified in Item 7.2.2(b) of the Disclosure Schedule  (including,  pursuant to
the Refinancing,  all Indebtedness  outstanding  under the terms of the Existing
Credit Agreement (other than the Existing Letters of Credit)), together with all
interest,  all  prepayment  premiums,  if any, and other amounts due and payable
with  respect  thereto,  shall have been paid in full from the  proceeds  of the
initial Credit  Extension and the  commitments  in respect of such  Indebtedness
shall  have  been  terminated,  and  all  Liens  securing  payment  of any  such
Indebtedness have been released and the Administrative Agent shall have received
all executed UCC termination statements (Form UCC-3) or other instruments as may
be suitable or appropriate in connection therewith.

      SECTION  5.1.7. Administrative Agent's Fee Letter, Closing Fees, Expenses,
etc.

      (a) The  Administrative  Agent  shall  have  received  the  Administrative
Agent's Fee Letter,  duly executed and delivered by an Authorized Officer of the
Borrower.

      (b) Each Managing  Agent shall have  received for its own account,  or for
the account of each Lender, as the case may be, all fees, costs and expenses due
and payable pursuant to Sections 3.3 and 10.3, to the extent then invoiced.  The
Managing  Agents  shall be  satisfied  that  the  aggregate  amount  of fees and
expenses paid or payable in  connection  with the  Transaction  shall not exceed
$47,000,000.

      SECTION  5.1.8.  Financial Information; Material Adverse Change.  (a)  The
Managing Agents shall have received, with counterparts for each Lender,

            (i) (A) consolidated  financial statements of the Borrower including
      balance  sheets and income and cash flow  statements  as of the end of and
      for each of the last three Fiscal Years ended December 31, 1998,  December
      31, 1997 and December 31, 1996 audited by independent  public  accountants
      of  recognized  national  standing and prepared in  conformity  with GAAP,
      together  with the report  thereon;  and (B) unaudited  interim  financial
      statements of the Borrower prepared in each case in the same manner as the
      historical  audited  statements for the first three Fiscal Quarters of the
      1999 Fiscal Year and for the same Fiscal Quarters of the 1998 Fiscal Year;
      and

            (ii) a consolidated  pro forma balance sheet of the Borrower and its
      Subsidiaries,  as of September 30, 1999,  certified by the chief financial
      or accounting  Authorized  Officer of the  Borrower,  giving effect to the
      consummation of the Transaction and each other transaction contemplated by
      this Agreement and the Transaction Documents,  and reflecting the proposed
      legal and capital  structures of the Borrower and its Subsidiaries,  which
      legal and capital structure shall be satisfactory in all material respects
      to the Managing Agents; and

      (b) Since  December  31,  1998,  there has not been any  material  adverse
change in the business, operations, results of operations, business prospects or
financial condition of the Borrower and its Subsidiaries taken as a whole.

      SECTION  5.1.9.  Opinions  of Counsel;  Reliance  Letters.   The  Managing
Agents shall have received opinions, dated the Closing Date and addressed to the
Managing Agents and all of the Lenders, from

            (a) Kirkland & Ellis, New York counsel to the Obligors, in form  and
      substance satisfactory to the Managing Agents; and

            (b) local counsel to the Obligors,  in form and substance,  and from
      counsel, in each case satisfactory to the Managing Agents, from the States
      of California, Florida, Georgia, Missouri and Wisconsin.

      SECTION  5.1.10.  Filing Agent,  etc. All UCC financing  statements  (Form
UCC-1) or other similar  financing  statements  and UCC  termination  statements
(Form UCC-3) required pursuant to the Loan Documents (collectively,  the "Filing
Statements")  shall  have been  delivered  to CT  Corporation  System or another
similar filing service  company  acceptable to the Managing  Agents (the "Filing
Agent").  The Filing Agent shall have acknowledged in a writing  satisfactory to
the  Managing  Agents and their  counsel (i) the Filing  Agent's  receipt of all
Filing  Statements,  (ii) that the Filing  Statements have either been submitted
for filing in the appropriate  filing offices or will be submitted for filing in
the  appropriate  offices  within ten days  following the Closing Date and (iii)
that the Filing Agent will notify the Managing  Agents and their  counsel of the
results of such submissions within 30 days following the Closing Date.

      SECTION  5.1.11.  Subsidiary  Guaranty.  The  Managing  Agents  shall have
received the Subsidiary  Guaranty,  dated as of the Closing Date,  duly executed
and delivered by an Authorized Officer of each Subsidiary Guarantor.

      SECTION  5.1.12.  Solvency,  etc. The Managing Agents shall have received,
with  counterparts for each Lender, a certificate duly executed and delivered by
the chief financial or accounting Authorized Officer of the Borrower,  dated the
Closing Date, in the form of Exhibit I attached hereto.

      SECTION  5.1.13.  Pledge Agreements.  The  Managing   Agents  shall   have
received,

            (a) the  Shareholders'  Pledge  Agreement,  dated as of the  Closing
      Date, and duly executed and delivered by an Authorized Officer of each OSI
      Shareholder  that is not a natural  person and each other OSI  Shareholder
      that is a natural person in his/her individual  capacity together with the
      certificates  evidencing  the shares of the OSI Common Stock owned by such
      OSI  Shareholders  and  pledged  pursuant  to  the  Shareholders'   Pledge
      Agreement, which certificates in each case shall be accompanied by undated
      instruments of transfer duly executed in blank;

            (b) each  Pledge and  Security  Agreement,  dated as of the  Closing
      Date, duly executed and delivered by an Authorized Officer of the Borrower
      and each Subsidiary Guarantor together with

                  (i)  the  certificates   evidencing  all  of  the  issued  and
            outstanding  shares of Capital  Securities  pledged  pursuant to the
            Pledge and Security Agreement, which certificates in each case shall
            be accompanied  by undated  instruments of transfer duly executed in
            blank, or, if any such shares of Capital Securities pledged pursuant
            to such Pledge and Security Agreement are uncertificated securities,
            the  Administrative  Agent shall have obtained "control" (as defined
            in the UCC) over such shares of Capital  Securities)  and such other
            instruments and documents as shall be necessary or in the reasonable
            opinion of the  Administrative  Agent desirable under applicable law
            to perfect (subject to Permitted Liens) the first priority  security
            interest  of the  Administrative  Agent in such  shares  of  Capital
            Securities;

                  (ii) executed copies of UCC financing  statements (Form UCC-1)
            naming each such Obligor  executing a Pledge and Security  Agreement
            as a debtor and the  Administrative  Agent as the secured party,  or
            other similar  instruments or documents to be filed under the UCC of
            all  jurisdictions  as may be  necessary  or, in the  opinion of the
            Managing Agents and their counsel, desirable to perfect the security
            interests of the  Administrative  Agent  pursuant to such Pledge and
            Security Agreement;

                  (iii)  executed  copies of proper UCC  termination  statements
            (Form  UCC-3),  if any,  necessary  to  release  all Liens and other
            rights  of  any  Person  (other  than  Permitted  Liens)  (i) in any
            collateral  described in any security agreement  previously executed
            and  delivered  by  any  Person,   and  (ii)  securing  any  of  the
            Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule,
            together with such other UCC termination  statements (Form UCC-3) as
            the Managing Agents may reasonably request from such Obligors; and

                  (iv)  certified  copies of UCC  Requests  for  Information  or
            Copies (Form  UCC-11),  or a similar  search  report  certified by a
            party  acceptable to the Managing  Agents,  dated a date  reasonably
            near to the Closing Date,  listing  effective  financing  statements
            which name such  Obligor  (under its present name and certain of its
            previous  names) as the debtor and which are filed in certain of the
            jurisdictions  in which  filings  are to be made  pursuant to clause
            (ii) above, together with copies of such financing statements; and

The  Managing  Agents and their  counsel  shall be  satisfied  that (i) the Lien
granted to the  Administrative  Agent, for the benefit of the Secured Parties in
the  Collateral  (subject  to  Permitted  Liens) is a first  priority  (or local
equivalent  thereof)  security  interest,  and (ii) no Lien exists on any of the
Collateral (as defined in the applicable  Pledge  Agreement) other than the Lien
created in favor of the  Administrative  Agent,  for the  benefit of the Secured
Parties, pursuant to a Loan Document.

      SECTION  5.1.14.  Patent Security Agreement,  Copyright Security Agreement
and Trademark  Security  Agreement.  The Managing Agents shall have received the
Patent Security  Agreement,  the Copyright  Security Agreement and the Trademark
Security  Agreement,  as  applicable,  each dated as of the Closing  Date,  duly
executed  and  delivered  by an  Authorized  Officer  of each  Obligor  that has
delivered a Pledge and Security Agreement.

      SECTION  5.1.15.  Perfection Certificates.  The Managing Agents shall have
received  Perfection  Certificates,  dated as of the Closing Date, duly executed
and  delivered by an  Authorized  Officer of the  Borrower  and each  Subsidiary
Guarantor.

      SECTION  5.1.16.  Insurance.  The  Managing  Agents  shall  have  received
certified copies of the insurance policies (or binders in respect thereof), from
one or more insurance companies satisfactory to the Managing Agents,  evidencing
coverage required to be maintained pursuant to each Loan Document.

      SECTION  5.1.17. Corporate, Tax and Capital Structure. The corporate, tax,
capital and ownership  structure  (including  Organic  Documents),  shareholders
agreements  and the  management  of the  Borrower  both  before  and  after  the
Transaction  shall be  reasonably  satisfactory  to the  Managing  Agents in all
respects.   The  corporate  and  capital  structure  of  the  Borrower  and  its
Subsidiaries on the Closing Date shall be as set forth in Annex I hereto.

      SECTION  5.1.18.  Litigation.  There shall exist no pending or  threatened
action, suit,  investigation,  litigation or proceeding pending or threatened in
any court or before any  arbitrator or  governmental  instrumentality  which (a)
contests the  consummation of the Transaction or the legality or validity of any
Loan Document or any Transaction  Document,  or (b) could reasonably be expected
to have a Material Adverse Effect.

      SECTION  5.2.  All Credit Extensions.  The obligation  of  each Lender and
each  Issuer  to  make  any  Credit  Extension  (including  the  initial  Credit
Extension)  shall  be  subject  to the  satisfaction  of each of the  conditions
precedent set forth below.

      SECTION  5.2.1.   Compliance  with  Warranties,   No  Default,  etc.  Both
immediately  before and immediately  after giving effect to any Credit Extension
(but,  if any  Default of the nature  referred  to in Section  8.1.5  shall have
occurred with respect to any other  Indebtedness,  without  giving effect to the
application,  directly or  indirectly,  of the proceeds  thereof) the  following
statements shall be true and correct:

            (a) the  representations  and  warranties  set  forth  in each  Loan
      Document shall, in each case, be true and correct in all material respects
      with the same effect as if then made (unless stated to relate solely to an
      earlier date, in which case such  representations  and warranties shall be
      true and correct in all material respects as of such earlier date); and

            (b) no Default shall have then occurred and be continuing.

      SECTION  5.2.2.  Credit Extension Request, etc. The  Administrative  Agent
shall have  received a  Borrowing  Request if Loans are being  requested,  or an
Issuance  Request if a Letter of Credit is being requested or extended.  Each of
the delivery of a Borrowing  Request or Issuance  Request and the  acceptance by
the  Borrower of the  proceeds  of such  Credit  Extension  shall  constitute  a
representation  and  warranty  by the  Borrower  that on the date of such Credit
Extension  (both  immediately  before  and after  giving  effect to such  Credit
Extension and the  application of the proceeds  thereof) the statements  made in
Section 5.2.1 are true and correct in all material respects.

      SECTION  5.2.3.   Satisfactory  Legal  Form.  All  documents  executed  or
submitted  pursuant  hereto by or on behalf of any Obligor  shall be  reasonably
satisfactory in form and substance to the Managing Agents and their counsel. The
Managing  Agents  and  their  counsel  shall  have  received  all   information,
approvals,  opinions,  documents or instruments as either  Managing Agent or its
counsel may  reasonably  request,  if the Managing  Agents believe in good faith
that a Default may have occurred and is continuing.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

      In order to induce the Secured  Parties a party  hereto to enter into this
Agreement and to make Credit Extensions  hereunder,  the Borrower represents and
warrants to each Secured Party a party hereto as set forth in this Article.

      SECTION  6.1. Organization, etc. Each Obligor (i) is validly organized and
existing and in good standing under the laws of the state or jurisdiction of its
incorporation or  organization,  (ii) is duly qualified to do business and is in
good standing as a foreign entity in each  jurisdiction  where the nature of its
business  requires  such  qualification  (except  where  the  failure  to  be so
qualified  or in good  standing  as a foreign  entity  could not  reasonably  be
expected  to have a  Material  Adverse  Effect),  and (iii)  has full  power and
authority  and holds all  requisite  governmental  licenses,  permits  and other
approvals to enter into and perform its Obligations  under each Loan Document to
which it is a party and to own and hold under lease its  property and to conduct
its  business  substantially  as  currently  conducted  by it (except  where the
failure  to hold  any  such  licenses,  permits  or other  approvals  could  not
reasonably be expected to have a Material Adverse Effect).

      SECTION  6.2. Due  Authorization,  Non-Contravention,  etc. The execution,
delivery and performance by each Obligor of each Loan Document executed or to be
executed by it, each such Obligor's  participation  in the  consummation  of all
aspects of the Transaction, and the execution,  delivery and performance by such
Obligor of the  agreements  executed and delivered by it in connection  with the
Transaction  are in each case within each such Person's  powers,  have been duly
authorized by all necessary action, and do not

            (a) contravene any (i) Obligor's Organic Documents, (ii) contractual
      restriction  binding on or  affecting  any  Obligor  (other  than any such
      contractual  restriction  that shall  have been  waived on or prior to the
      Closing  Date or the failure to obtain  thereof  could not  reasonably  be
      expected to have a Material  Adverse Effect or that which will not lead to
      any liability by a Secured Party),  (iii) court decree or order binding on
      or affecting any Obligor or (iv) law or governmental regulation binding on
      or affecting any Obligor; or

            (b) result in, or require the creation or imposition of, any Lien on
      any  Obligor's  properties  (except  as  permitted  or  required  by  this
      Agreement).

      SECTION  6.3.  Government Approval,  Regulation,  etc. No authorization or
approval or other action by, and no notice to or filing with,  any  Governmental
Authority  or other  Person  (other  than those  which (i) have been,  or on the
Closing  Date will be, duly  obtained or made or waived and which are, or on the
Closing  Date will be, in full force and effect or (ii) the failure to obtain or
make could not  reasonably  be  expected to have a Material  Adverse  Effect) is
required for the consummation of the Transaction or the due execution,  delivery
or, to the extent applicable, performance by any Obligor of any Loan Document to
which it is a party, or for the due execution,  delivery  and/or,  to the extent
applicable,  performance  of the  Transaction  Documents,  in  each  case by the
parties thereto or the consummation of the Transaction. Neither the Borrower nor
any of its  Subsidiaries  is an "investment  company"  within the meaning of the
Investment  Company  Act of 1940,  as  amended,  or a  "holding  company",  or a
"subsidiary  company" of a "holding  company",  or an  "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

      SECTION  6.4.  Validity,  etc.  Each  Loan  Document and each  Transaction
Document (other than the Consent  Solicitation) to which each Obligor is a party
constitute,  or will, on the due execution and delivery thereof by such Obligor,
constitute,   the  legal,  valid  and  binding   obligations  of  such  Obligor,
enforceable  against it in accordance  with its terms  (except,  in any case, as
such  enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization  or similar laws  affecting  creditors'  rights  generally and by
principles of equity).

      SECTION  6.5. Financial  Information.  (a) The financial statements of the
Borrower and its  Subsidiaries  furnished to the Managing Agents and each Lender
pursuant  to Section  5.1.8(a)(i)  have been  prepared in  accordance  with GAAP
consistently   applied,   and  present  fairly  in  all  material  respects  the
consolidated  financial condition of the Persons covered thereby as at the dates
thereof and the results of their operations for the periods then ended.

      (b) The pro forma balance  sheets  furnished to the Agents and each Lender
pursuant to Section  5.1.8(a)(ii)  fairly presents in all material  respects the
pro forma estimated financial condition of the Borrower as of such date.

      (c) All balance sheets, all statements of operations, shareholders' equity
and cash flow and all other financial  information  (other than  projections) of
each of the Borrower and its  Subsidiaries  furnished  pursuant to Section 7.1.1
have  been and will for  periods  following  the  Closing  Date be  prepared  in
accordance with GAAP consistently  applied, and do or will present fairly in all
material  respects the consolidated  financial  condition of the Persons covered
thereby as at the dates  thereof  and the  results of their  operations  for the
periods then ended.

      SECTION  6.6.  No  Material  Adverse  Change.  There  has been no material
adverse  change in the business,  operations,  results of  operations,  business
prospects  which  could  reasonably  be  expected  to  result in a  Default,  or
financial  condition of the Borrower and its Subsidiaries taken as a whole since
December 31, 1998.

      SECTION  6.7.  Litigation, Labor Controversies, etc.  There is no  pending
or, to the  knowledge  of the  Borrower or any of its  Subsidiaries,  threatened
litigation, action, proceeding or labor controversy

            (a) except  as  disclosed  in Item 6.7 of the  Disclosure  Schedule,
      affecting the Borrower or any such  Subsidiary or any of their  respective
      properties,  businesses,  assets or revenues,  which could  reasonably  be
      expected to have a Material Adverse Effect, and no adverse development has
      occurred in any labor controversy, litigation, arbitration or governmental
      investigation or proceeding disclosed in Item 6.7; or

             (b)which   purports   to   affect   the   legality,   validity   or
      enforceability  of any Loan  Document,  any  Transaction  Document  or the
      Transaction.

      SECTION  6.8.  Subsidiaries.  The   Borrower  has  no  Subsidiaries except
those Subsidiaries

            (a) existing on the Closing Date which are identified in Item 6.8 of
      the Disclosure Schedule; or

            (b) which  are  permitted  to have been  organized  or  acquired  in
      accordance with Section 7.2.5 or 7.2.10.

Item 6.8 of the Disclosure  Schedule (a) lists, with respect to each Subsidiary,
(i) the state or jurisdiction of such Subsidiary's incorporation or organization
and (ii) the percentage of shares or interests of the Capital Securities of such
Subsidiary owned by the Borrower or another Subsidiary,  and (b) identifies each
Subsidiary which is a Foreign Subsidiary.

      SECTION  6.9.  Ownership  of  Properties;  Capital  Securities.   (a)  The
Borrower  and  each of its  Subsidiaries  owns  (i) in the  case of  owned  real
property,  good  and  marketable  fee  title  to,  and (ii) in the case of owned
personal  property,  good and valid  title to, or, in the case of leased real or
personal property,  valid and enforceable  leasehold  interests (as the case may
be) in, all of its  properties  and  assets,  real and  personal,  tangible  and
intangible,  of any nature whatsoever,  free and clear in each case of all Liens
or claims, except for Permitted Liens.

      (b) All of the issued and  outstanding  shares of OSI Common Stock and all
of the  issued  and  outstanding  shares of  Capital  Securities  of each of the
Pledged  Subsidiaries  are, in each case,  duly  authorized and validly  issued,
fully paid and non-assessable.

      SECTION  6.10.  Taxes. Each of the Borrower and its Subsidiaries has filed
all Federal, State and other material Tax returns and reports required by law to
have been filed by it and has paid all Taxes and  governmental  charges  thereby
shown to be due and owing,  except  any such  Taxes or  charges  which are being
diligently  contested  in good faith by  appropriate  proceedings  and for which
adequate  reserves  in  accordance  with GAAP  shall  have been set aside on its
books.

      SECTION  6.11.  Pension   and    Welfare   Plans.   During   the   twelve-
consecutive-month  period prior to the Closing Date and prior to the date of any
Credit  Extension  hereunder,  no steps have been taken to terminate any Pension
Plan, and no contribution  failure has occurred with respect to any Pension Plan
sufficient  to give rise to a Lien under Section  302(f) of ERISA.  No condition
exists or event or  transaction  has  occurred  with respect to any Pension Plan
which  might  result in the  incurrence  by the  Borrower  or any  member of the
Controlled Group of any material liability, fine or penalty. Except as disclosed
in Item 6.11 of the Disclosure Schedule,  neither the Borrower nor any member of
the  Controlled  Group  has  any  contingent   liability  with  respect  to  any
post-retirement   benefit  under  a  Welfare  Plan,  other  than  liability  for
continuation coverage described in Part 6 of Title I of ERISA.

      SECTION  6.12.  Environmental Warranties.  Except  as,  singly  or  in the
aggregate, could not reasonably be expected to have a Material Adverse Effect:

            (a) all facilities and property (including  underlying  groundwater)
      owned or leased by the Borrower or any of its Subsidiaries  have been, and
      continue to be, owned or leased by the Borrower  and its  Subsidiaries  in
      compliance with all Environmental Laws;

            (b) there have been no past,  and there are no pending or threatened
      (i)  written  claims,  complaints,  notices or  requests  for  information
      received by the  Borrower or any of its  Subsidiaries  with respect to any
      alleged  violation of any Environmental  Law, or (ii) written  complaints,
      notices or inquiries to the Borrower or any of its Subsidiaries  regarding
      potential liability under any Environmental Law;

            (c) there  have  been  no  Releases of Hazardous Materials at, on or
      under any property now  or  previously  owned or leased by the Borrower or
      any of its Subsidiaries;

            (d) the  Borrower and its  Subsidiaries  have been issued and are in
      compliance with all permits,  certificates,  approvals, licenses and other
      authorizations   relating  to  environmental   matters  and  necessary  or
      desirable for their businesses;

            (e) no property now or previously owned or leased by the Borrower or
      any of its Subsidiaries is listed or proposed for listing (with respect to
      owned property only) on the National  Priorities  List pursuant to CERCLA,
      on  the  CERCLIS  or  on  any  similar  state  list  of  sites   requiring
      investigation or clean-up;

            (f) there are no  underground  storage  tanks,  active or abandoned,
      including  petroleum  storage  tanks,  on or  under  any  property  now or
      previously owned or leased by the Borrower or any of its Subsidiaries;

            (g) neither the Borrower nor any Subsidiary has directly transported
      or directly arranged for the  transportation of any Hazardous  Material to
      any  location  which is listed or  proposed  for  listing on the  National
      Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state
      list or which  is the  subject  of  federal,  state  or local  enforcement
      actions or other  investigations which may lead to material claims against
      the Borrower or such  Subsidiary for any remedial work,  damage to natural
      resources or personal injury, including claims under CERCLA;

            (h) there are no  polychlorinated  biphenyls  or   friable  asbestos
      present at any property now or previously owned or leased by the  Borrower
      or any Subsidiary; and

            (i)  no  conditions  exist  at,  on or  under  any  property  now or
      previously  owned or leased by the  Borrower  which,  with the  passage of
      time, or the giving of notice or both,  would give rise to liability under
      any Environmental Law.

      SECTION  6.13.  Accuracy of Information.  None of the factual  information
heretofore  or  contemporaneously  furnished in writing to any Secured Party and
prepared by or on behalf of any Obligor in connection  with any Loan Document or
any transaction  contemplated hereby (including the Transaction)  contains as of
the date made any untrue  statement  of a material  fact,  or omits to state any
material fact necessary to make any such factual information not misleading, and
no other factual  information  hereafter  furnished in connection  with any Loan
Document  by or on behalf of any  Obligor in writing to any  Secured  Party will
contain as of the date made any untrue statement of a material fact or will omit
to state any material fact  necessary to make any such factual  information  not
misleading  on the  date as of  which  such  factual  information  is  dated  or
certified.

      SECTION  6.14.  Regulations  U  and X. Neither the Borrower nor any of its
Subsidiaries  is engaged in the business of extending  credit for the purpose of
purchasing or carrying  margin stock,  and no proceeds of any Credit  Extensions
will be used to purchase or carry margin stock or otherwise  for a purpose which
violates,  or would be inconsistent  with,  Board  Regulation U or Regulation X.
Terms for which  meanings are provided in Board  Regulation U or Regulation X or
any regulations  substituted  therefor, as from time to time in effect, are used
in this Section with such meanings.

      SECTION  6.15.  Year 2000. Each Obligor has developed a program to address
on a timely  basis,  the "Year 2000  Problem"  (that is, the risk that  computer
applications  used by such  Obligor  may be unable  to  recognize  and  properly
perform  date-sensitive  functions involving certain dates prior to and any date
after December 31, 1999). Based on such program, the Year 2000 Problem could not
reasonably be expected to have a Material Adverse Effect.

      SECTION  6.16.  Status  of Obligations  as Senior  Indebtedness,  etc. The
subordination  provisions  relating  to the  Subordinated  Debt  (including  the
subordination  provisions  set forth in the  Subordinated  Note  Indenture)  are
enforceable  against  the  holders of the  applicable  Subordinated  Debt by the
holder of any "Senior Bank Debt" (as defined in the Subordinated Note Indenture)
or any  similar  term  referring  to the  Obligations  (as  defined in any other
Subordinated Debt Document).  All Obligations  (including those to pay principal
of and interest  (including  interest  accruing  subsequent to the filing of, or
which  would have  accrued  but for the filing  of, a petition  for  bankruptcy,
reorganization  or similar  proceeding,  whether or not allowed as a claim under
such  proceeding)  on the  Loans  and  Reimbursement  Obligations,  and fees and
expenses in connection  therewith)  constitute "Senior Bank Debt" (as defined in
the  Subordinated   Note  Indenture)  or  any  similar  term  referring  to  the
Obligations  (as defined in any other  Subordinated  Debt Document) and all such
Obligations  are entitled to the benefits of the  subordination  created by such
Subordinated Debt Documents. The Borrower acknowledges that the Managing Agents,
each Lender and each Issuer are entering  into this  Agreement and are extending
their respective  Commitments in reliance upon the  subordination  provisions of
the  Subordinated  Debt Documents  (including the  subordination  provisions set
forth in the Subordinated Note Indenture).

      SECTION  6.17. Solvency.  The Transaction (including the incurrence of the
initial  Credit  Extension  hereunder,  and the  execution  and  delivery by the
Subsidiary  Guarantors of the Subsidiary Guaranty) will not involve or result in
any fraudulent transfer or fraudulent conveyance under the provisions of Section
548 of the  Bankruptcy  Code (11  U.S.C.  ss.101  et seq.,  as from time to time
hereafter amended, and any successor or similar statute) or any applicable state
law relating to  fraudulent  transfers or fraudulent  conveyances.  After giving
effect to each Credit  Extension  hereunder,  the Borrower  and each  Subsidiary
Guarantor is Solvent.

                                   ARTICLE VII

                                    COVENANTS

      SECTION  7.1.  Affirmative  Covenants.  The  Borrower covenants and agrees
with  each  of the  Secured  Parties  that  from  the  Closing  Date  until  the
Termination   Date  has  occurred,   the  Borrower  will,  and  will  cause  its
Subsidiaries  to,  perform or cause to be performed  the  obligations  set forth
below.

      SECTION  7.1.1.  Financial   Information,   Reports,  Notices,  etc.   The
Borrower will furnish,  or cause to be furnished,  to the Managing  Agents (with
sufficient copies for each Lender) copies of the following financial statements,
reports, notices and information:

            (a) as soon as  available  and in any event within 60 days after the
      end of each of the first three  Fiscal  Quarters of each Fiscal  Year,  an
      unaudited  consolidated balance sheet of the Borrower and its Subsidiaries
      as of the end of such Fiscal Quarter and consolidated statements of income
      and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter
      and for the period  commencing at the end of the previous  Fiscal Year and
      ending with the end of such Fiscal Quarter,  and including (in each case),
      in comparative form the figures for the  corresponding  Fiscal Quarter in,
      and year to date  portion  of,  the  immediately  preceding  Fiscal  Year,
      certified  as complete and correct by the chief  financial  or  accounting
      Authorized Officer of the Borrower;

            (b) as soon as available  and in any event within 105 days after the
      end of each Fiscal Year, a copy of the consolidated  balance sheets of the
      Borrower and its Subsidiaries,  and the related consolidated statements of
      income and cash flow of the Borrower and its  Subsidiaries for such Fiscal
      Year,  setting forth in comparative  form the figures for the  immediately
      preceding Fiscal Year and, in the case of such consolidated balance sheets
      and statements of income and cash flow, audited (without any Impermissible
      Qualification)  by a "Big Five"  accounting firm or any other  independent
      public accountants  acceptable to the Managing Agents, which shall include
      a calculation  of the  financial  covenants set forth in Section 7.2.4 and
      stating  that,  in  performing  the  examination  necessary to deliver the
      audited  financial  statements  of the Borrower and its  Subsidiaries,  no
      knowledge was obtained of any Event of Default;

            (c) concurrently  with  the  delivery of the  financial  information
      pursuant to clauses (a) and (b), a Compliance Certificate, executed by the
      chief financial or accounting Authorized Officer of the Borrower,  showing
      compliance  with the  financial  covenants  set forth in Section 7.2.4 and
      stating that no Default has occurred and is  continuing  (or, if a Default
      has occurred,  specifying  the details of such Default and the action that
      the  Borrower or an Obligor  has taken or  proposes  to take with  respect
      thereto);

            (d) as soon as possible  and in any event within five days after the
      Borrower  or any  Subsidiary  obtains  knowledge  of the  occurrence  of a
      Default,  a statement of an  Authorized  Officer of the  Borrower  setting
      forth  details of such  Default and the action  which the Borrower or such
      Subsidiary has taken and proposes to take with respect thereto;

            (e) as soon as possible  and in any event within five days after the
      Borrower or any Subsidiary  obtains knowledge of (i) the occurrence of any
      material  adverse  development  with  respect to any  litigation,  action,
      proceeding or labor  controversy  described in Item 6.7 of the  Disclosure
      Schedule or (ii) the commencement of any litigation, action, proceeding or
      labor  controversy of the type and  materiality  described in Section 6.7,
      notice thereof and, to the extent either Managing Agent  requests,  copies
      of all documentation relating thereto;

            (f) promptly  after  the  sending or filing  thereof,  copies of all
      reports,  notices,  prospectuses  and  registration  statements  which the
      Borrower or any Subsidiary  files with the SEC or any national  securities
      exchange;

            (g) immediately  upon  becoming aware of (i) the  institution of any
      steps by any Person to  terminate  any Pension  Plan,  (ii) the failure to
      make a  required  contribution  to any  Pension  Plan if such  failure  is
      sufficient to give rise to a Lien under Section 302(f) of ERISA, (iii) the
      taking of any action with  respect to a Pension Plan which could result in
      the  requirement  that any Obligor furnish a bond or other security to the
      PBGC or such  Pension  Plan,  or (iv) the  occurrence  of any  event  with
      respect to any Pension  Plan which could result in the  incurrence  by any
      Obligor of any material  liability,  fine or penalty,  notice  thereof and
      copies of all documentation relating thereto;

            (h) promptly  upon  receipt  thereof,  copies   of  all  "management
      letters"  submitted to any Obligor by the independent  public  accountants
      referred  to in clause  (b) in  connection  with each  audit  made by such
      accountants;

            (i) promptly  following   the  mailing  or  receipt of any notice or
      report   delivered  under  the  terms  of  any  Preferred  Equity  or  any
      Subordinated Debt Documents, copies of such notice or report; and

            (j) such  other  financial  and other  information  as any Lender or
      Issuer  through  either  Managing  Agent may from time to time  reasonably
      request  (including  information  and  reports  in such  detail  as either
      Managing  Agent may request with  respect to the terms of and  information
      provided pursuant to the Compliance Certificate).

      SECTION  7.1.2.  Maintenance  of Existence; Compliance with Laws, etc. The
Borrower will

            (a) preserve and maintain its legal existence and qualification as a
      foreign  corporation in each jurisdiction where the nature of its business
      or the location of its assets  requires it to be so  qualified,  except to
      the extent the failure to be so  qualified  would not result in a Material
      Adverse Effect;

            (b) cause each of its Subsidiaries to, except as otherwise permitted
      by  Section  7.2.10,   preserve  and  maintain  its  legal  existence  and
      qualification as a foreign entity in each jurisdiction where the nature of
      its business or the location of its assets requires it to be so qualified,
      except to the extent the failure to be so qualified  would not result in a
      Material Adverse Effect; and

            (c) comply with all applicable laws, rules,  regulations and orders,
      including the payment (before the same become  delinquent) of all material
      Taxes imposed upon the Borrower or any  Subsidiary or upon their  property
      except  to  the  extent  being  diligently  contested  in  good  faith  by
      appropriate proceedings and for which adequate reserves in accordance with
      GAAP  have  been  set  aside  on the  books  of the  Borrower  or any such
      Subsidiary, as applicable, except to the extent the failure to comply with
      all such laws rules,  regulations  and orders  (other than any relating to
      the  payment of  material  Taxes)  would not result in a Material  Adverse
      Effect.

      SECTION  7.1.3.  Maintenance  of  Properties.  Except  to  the  extent the
failure to do so could not  reasonably  be expected  to have a Material  Adverse
Effect, the Borrower will, and will cause each of its Subsidiaries to, maintain,
preserve,  protect and keep its and their respective  properties in good repair,
working  order  and  condition  (ordinary  wear  and  tear  excepted),  and make
necessary repairs,  renewals and replacements so that the business carried on by
the Borrower and its Subsidiaries may be properly conducted at all times, unless
the Borrower or such  Subsidiary  determines  that the continued  maintenance of
such property is no longer economically desirable.

      SECTION  7.1.4.  Insurance.  The Borrower  will,  and   will cause each of
its Subsidiaries to maintain:

            (a) insurance on its property with  financially  sound and reputable
      insurance  companies  against loss and damage in at least the amounts (and
      with only those  deductibles)  customarily  maintained,  and against  such
      risks as are  typically  insured  against  in the same  general  area,  by
      Persons of comparable size engaged in the same or similar  business as the
      Borrower and its Subsidiaries; and

            (b) all worker's  compensation,  employer's  liability  insurance or
      similar  insurance  as may be  required  under  the  laws of any  state or
      jurisdiction in which it may be engaged in business.

Without limiting the foregoing, all insurance policies required pursuant to this
Section shall (i) name the Administrative Agent on behalf of the Secured Parties
as mortgagee (in the case of property  insurance) or additional  insured (in the
case of liability insurance), as applicable, and provide that no cancellation or
modification  of the policies  will be made without  thirty days' prior  written
notice to the Administrative Agent.

      SECTION  7.1.5.  Books  and Records.   (a)  The  Borrower  will,  and will
cause each of its Subsidiaries to,

            (i)  keep books and records in accordance with GAAP which
      accurately reflect all of its business affairs and transactions;

            (ii)  permit  the  Managing  Agents  or  any  of  their   respective
      representatives,  at reasonable  times and  intervals and upon  reasonable
      notice  to  the  Borrower  to  visit  each  of  the   Borrower's  and  its
      Subsidiaries' offices, to discuss such Person's financial matters with its
      officers and employees,  and its independent  public  accountants (and the
      Borrower hereby  authorizes such independent  public accountant to discuss
      each of such Person's financial matters with the Managing Agents or any of
      their respective representatives whether or not any representative of such
      Person is  present,  so long as a  representative  of such Person has been
      afforded a  reasonable  opportunity  to be  present)  and to examine  (and
      photocopy extracts from) any of such Person's books and records; and

            (iii)  afford  each  other  Secured  Party or any of its  respective
      representatives   the   opportunity   to  visit  the  Borrower's  and  its
      Subsidiaries'  offices once per calendar  year (such date to be determined
      by the Borrower and each such Secured Party to be given reasonable  notice
      thereof), to discuss such Person's financial matters with its officers and
      employees, and its independent public accountants (and the Borrower hereby
      authorizes  such  independent  public  accountant  to discuss each of such
      Person's  financial  matters with each such Secured  Party or any of their
      respective  representatives  whether  or not  any  representative  of such
      Person is  present,  so long as a  representative  of such Person has been
      afforded a  reasonable  opportunity  to be  present)  and to examine  (and
      photocopy extracts from) any of such Person's books and records; provided,
      however,  that  each  such  Secured  Party  or  any  of  their  respective
      representatives,  at reasonable  times and  intervals and upon  reasonable
      notice to the  Borrower,  shall be permitted to do any of the foregoing at
      any time after the occurrence and during the  continuation  of an Event of
      Default.

      (b) If an Event of Default  shall have  occurred  and be  continuing,  the
Borrower shall pay any fees of such independent  public  accountant  incurred in
connection  with any Secured  Party's  exercise of its rights pursuant to clause
(a).

      SECTION  7.1.6.  Environmental  Law Covenant.  The Borrower will, and will
cause each of its Subsidiaries to,

            (a)  use  and  operate  all  of its  facilities  and  properties  in
      compliance  with  all  Environmental  Laws,  keep all  necessary  material
      permits,  approvals,  certificates,   licenses  and  other  authorizations
      relating  to  environmental  matters in effect  and  remain in  compliance
      therewith,  and handle all  Hazardous  Materials  in  compliance  with all
      applicable  Environmental  Laws,  in each case except where the failure to
      comply with the terms of this clause could not  reasonably  be expected to
      have a Material Adverse Effect; and

            (b) promptly notify the Administrative Agent and provide copies upon
      receipt of all written claims, complaints,  notices or inquiries which (i)
      relate to the condition of its facilities and properties in respect of, or
      as to compliance with, Environmental Laws and (ii) could (singly or in the
      aggregate)  reasonably be expected to have a Material Adverse Effect,  and
      shall promptly resolve any non-compliance  with Environmental Laws (except
      to the extent  being  diligently  contested  in good faith by  appropriate
      proceedings  and for which adequate  reserves in accordance with GAAP have
      been set aside on its books or except  for any such  non-compliance  which
      could not  reasonably be expected to have a Material  Adverse  Effect) and
      keep its property free of any material  Lien imposed by any  Environmental
      Law.

      SECTION  7.1.7.  Use of Proceeds.  The Borrower will

            (a) apply the proceeds of the Term Loans to  refinance  Indebtedness
      and  other  amounts  owing  under the  Existing  Credit  Agreement  and to
      partially finance the consummation of the Transaction;

            (b) apply  the  proceeds  of the  Revolving  Loans (i) to  refinance
      Indebtedness  and other amounts owing under the Existing Credit  Agreement
      and  to  partially  finance  the  consummation  of  the  Transaction  with
      Borrowings  of  Revolving  Loans on the  Closing  Date in an amount not to
      exceed  $7,000,000 and (ii) for  post-closing  working capital and general
      corporate  purposes of the Borrower and the Subsidiary  Guarantors  (other
      than UAS); and

            (c) use Letters of Credit only for  purposes of  supporting  working
      capital and general corporate  purposes of the Borrower and the Subsidiary
      Guarantors (other than UAS).

      SECTION  7.1.8. Subsidiary  Guarantors,  Security, etc. The Borrower will,
and will cause each Subsidiary  Guarantor to, execute any documents,  Perfection
Certificates,  Filing  Statements,  agreements  and  instruments,  and  take all
further action (including filing Mortgages, to the extent required under Section
7.1.12) that may be required under applicable law, or that either Managing 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
perfection  and  priority of the Liens  created or intended to be created by the
Loan Documents. Unless otherwise agreed to by the Required Lenders, the Borrower
will cause any subsequently  acquired or organized  Domestic  Subsidiary  (other
than any OSIFC Family Member) to execute a Subsidiary  Guaranty (or a supplement
thereto) and each applicable Loan Document in favor of the Secured  Parties.  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  Liens  with  respect to such of its assets and
properties as either Managing 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, among other things,  substantially all the assets of the Borrower
and  (unless  otherwise  agreed  to by  the  Required  Lenders)  the  Subsidiary
Guarantors  (including,  subject to Section 7.1.12,  real and personal  property
acquired  subsequent  to the  Closing  Date);  provided,  that (i)  neither  the
Borrower  nor any such  Subsidiary  shall be required to pledge more than 65% of
the  Voting  Securities  of any  Foreign  Subsidiary,  (ii)  following  a Public
Offering  or a series  of Public  Offerings  in which the  Borrower  shall  have
received in the aggregate no less than $100,000,000 in net cash proceeds, and so
long as no Default  shall have  occurred  and is then  continuing,  the Required
Lenders may elect to release the OSI Common Stock  (together  with the guarantee
obligations  related thereto from the OSI Shareholders) held in pledge under the
Shareholders'   Pledge   Agreement  and  (iii)  following  the  release  of  its
obligations as a guarantor (and for so long as it is not a guarantor)  under the
Subordinated  Debt  Documents,  and if no  Default  shall have  occurred  and is
continuing,  (A) UAS shall be released  from its  obligations  as a  "Subsidiary
Guarantor" under the Subsidiary Guaranty and (B) any Collateral (as such term is
defined in the Subsidiary Pledge and Security  Agreement) which has been pledged
by UAS  pursuant  to the  Subsidiary  Pledge  and  Security  Agreement  shall be
released,  in each case without any action on the part of any other party.  Such
Liens will be created under the Loan Documents in form and substance  reasonably
satisfactory to the  Administrative  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
Administrative  Agent shall reasonably request to evidence  compliance with this
Section.

      SECTION  7.1.9.  Hedging  Obligations.  Within  seven months following the
Closing Date, the Administrative Agent shall have received evidence satisfactory
to it that the Borrower  has entered into  interest  rate swap,  cap,  collar or
similar arrangements  (including such Indebtedness  accruing interest at a fixed
rate by its terms)  designed to protect the  Borrower  against  fluctuations  in
interest rates with respect to at least $150,000,000 of the aggregate  principal
amount of the Term Loans for a period of at least  three  years from the Closing
Date, with terms reasonably  satisfactory to the Borrower and the Administrative
Agent.

      SECTION  7.1.10.  Year  2000.  (a)  The  Borrower  shall  take  all action
reasonably  necessary  to assure  that its  computer  based  systems are able to
effectively  process data  including  dates on and after January 1, 2000. At the
reasonable  request of either  Managing Agent or any Lender,  the Borrower shall
provide such Person with assurance  reasonably  acceptable to such Person of the
Borrower's Year 2000 capability.

      (b) The Borrower  will  promptly  notify the  Administrative  Agent in the
event  the  Borrower  discovers  or  determines  that any  computer  application
(including those of its suppliers and vendors) that is material to its or any of
its  Subsidiaries'  businesses and operations will not be Year 2000 compliant as
of January 1, 2000,  except to the extent that such failure could not reasonably
be expected to have a Material Adverse Effect.

      SECTION  7.1.11.  Maintenance  of  Corporate  Separateness.  The  Borrower
will, and will cause each of its  Subsidiaries to, satisfy  customary  corporate
formalities,   including  the  holding  of  regular  board  of  directors'   and
shareholders'  meetings and the  maintenance  of corporate  offices and records.
Neither the Borrower  nor any  Subsidiary  which is not an OSIFC  Family  Member
shall make any  payment to a creditor of any OSIFC  Family  Member in respect of
any  liability of such OSIFC Family  Member  (unless such payment is pursuant to
the Permitted Receivables  Transaction and otherwise  specifically  permitted by
any Loan  Document),  and no bank  account of any OSIFC  Family  Member shall be
commingled  with any bank  account of the  Borrower  or any of its  Subsidiaries
which is not an OSIFC Family Member. Any financial statements distributed to any
creditors of any OSIFC Family Member shall clearly establish the separateness of
such OSIFC Family  Member from the Borrower and its  Subsidiaries  which are not
OSIFC Family Members and each lender to an OSIFC Family Member shall be notified
in  writing by such  OSIFC  Family  Member  that such  lender  will not have any
recourse to the assets of the Borrower and its Subsidiaries  which are not OSIFC
Family Members.  Neither the Borrower nor any of its Subsidiaries shall take any
action,  or conduct  its  affairs in a manner,  which is likely to result in the
corporate  existence of any OSIFC Family Member which is a direct  Subsidiary of
the Borrower or any Subsidiary which is not an OSIFC Family Member being ignored
by any court of competent jurisdiction,  or in the assets and liabilities of the
Borrower  or  any  Subsidiary   which  is  not  an  OSIFC  Family  Member  being
substantively   consolidated  with  those  of  any  OSIFC  Family  Member  in  a
bankruptcy, reorganization or other insolvency proceeding.

      SECTION  7.1.12.  Existing and Future Owned Real  Property.  (a) Within 30
days after the Closing Date,  the Borrower  shall deliver to the  Administrative
Agent, as mortgagee for the ratable benefit of the Secured Parties, counterparts
of each Mortgage  relating to each piece of real property  owned by the Borrower
or any  Subsidiary  Guarantor  (other than any such real property that has a net
book value of less than $1,500,000), each dated as of the date of such delivery,
duly executed by the Borrower or such Subsidiary Guarantor, together with

            (i) evidence of the completion (or satisfactory arrangements for the
      completion)  of all  recordings  and  filings of such  Mortgage  as may be
      necessary  or, in the  reasonable  opinion  of the  Administrative  Agent,
      desirable  effectively to create a valid,  perfected  first priority Lien,
      subject to Permitted Liens, against the properties purported to be covered
      thereby;

            (ii)   mortgagee's   title  insurance   policies  in  favor  of  the
      Administrative  Agent, as mortgagee for the ratable benefit of the Secured
      Parties,  in amounts and in form and substance and issued by insurers,  in
      each  case  reasonably  satisfactory  to the  Administrative  Agent,  with
      respect to the property purported to be covered by such Mortgage, insuring
      that title to such property is marketable  and that the interests  created
      by the Mortgage constitute valid first Liens thereon free and clear of all
      defects and  encumbrances  other than Permitted  Liens,  and such policies
      shall  also  include,   to  the  extent  available,   a  revolving  credit
      endorsement and such other endorsements as the Administrative  Agent shall
      reasonably  request and shall be accompanied by evidence of the payment in
      full of all premiums thereon; and

            (iii)  such other approvals, opinions or documents as the
      Administrative Agent may reasonably request.

      (b) At all times after the Closing  Date,  the Borrower  shall,  and shall
cause each Subsidiary  Guarantor to, execute and deliver or cause to be executed
and delivered  Mortgages that may be necessary to create a valid, first priority
perfected  Lien  (subject  only to Permitted  Liens)  against any real  property
acquired  from time to time by the  Borrower  or any such  Subsidiary  Guarantor
(other  than any such  real  property  that  has a net book  value of less  than
$1,000,000),  together with the  appropriate  items  described in clauses (a)(i)
through (a)(iii) above.

      SECTION  7.1.13.  Permitted  Receivables  Transaction.  The  Borrower will
cause the  Subsidiaries  comprising  the OSIFC  Family to maintain in effect the
Permitted   Receivables   Transaction   in  effect  on  the  Closing   Date  or,
alternatively,  upon the  termination  by the  Borrower,  or  receipt of written
notice (or such other form of notice  otherwise  permitted to be given under the
terms of the then  effective  Receivables  Documents) of  termination  from MBIA
Insurance  Corporation  (or such other entity  serving in a similar  capacity as
MBIA Insurance  Corporation under the then effective  Receivables  Documents) by
the Borrower, the Borrower will,

            (a) within  45  days of the  termination  or  receipt  of  notice of
      termination,  as the case may be, of the Permitted Receivables Transaction
      then in effect,  deliver to the  Managing  Agents a detailed  summary (the
      "Summary") of terms and  conditions  with respect to another  program (the
      "Alternative  Receivables Program") providing for the sale or financing of
      Accounts with customary  limited recourse based on the  collectability  of
      the Accounts  sold,  which Summary shall be  satisfactory  to the Managing
      Agents and indicate  that the  Alternative  Receivables  Program shall be,
      upon the  consummation  thereof,  substantially  similar to the  Permitted
      Receivables  Transaction  (including the Receivables  Documents evidencing
      such Permitted Receivables  Transaction) being replaced,  and in an amount
      of not less than that in effect on the Closing Date; and

            (b) within  90 days  of the  termination  or  receipt  of  notice of
      termination,  as the case may be, of the Permitted Receivables Transaction
      then in effect,  cause the  Subsidiaries  comprising  the OSIFC  Family to
      consummate the Alternative Receivables Program on the terms and conditions
      set forth in the Summary,  which terms and conditions  shall not have been
      modified or waived in any material  respect unless  otherwise agreed to by
      the Managing Agents.

      SECTION  7.2. Negative Covenants.  The  Borrower covenants and agrees with
each of the Secured  Parties  that from the Closing  Date until the  Termination
Date has occurred,  the Borrower will not, and will not permit its  Subsidiaries
to, perform or cause to be performed the obligations set forth below.

      SECTION  7.2.1. Business  Activities.  The Borrower will not, and will not
permit  any of its  Subsidiaries  to,  engage  in any  business  other  than the
business of the Borrower and its Subsidiaries on the Closing Date, and any other
business reasonably related, ancillary or complementary thereto.

      SECTION  7.2.2.  Indebtedness.  The Borrower will not, and will not permit
any of its  Subsidiaries  to,  create,  incur,  assume  or  permit  to exist any
Indebtedness, other than:

            (a) Indebtedness in respect of the Obligations;

            (b) until the Closing Date, Indebtedness that  is  to  be  repaid in
      full which is  identified in Item 7.2.2(b) of the Disclosure Schedule;

            (c) Indebtedness existing as of the Closing Date which is identified
      in Item 7.2.2(c) of the Disclosure Schedule, and Permitted Refinancings of
      such Indebtedness;

            (d) (i) unsecured  Indebtedness of the Borrower and its Subsidiaries
      (A)  incurred in the  ordinary  course of business of the Borrower and its
      Subsidiaries  (including  open  accounts  extended by  suppliers on normal
      trade terms in connection  with  purchases of goods and services which are
      not overdue for a period of more than 90 days or, if overdue for more than
      90 days, as to which a dispute exists and adequate  reserves in conformity
      with GAAP  have been  established  on the  books of the  Borrower  or such
      Subsidiary) and (B) in respect of performance,  surety, statutory,  appeal
      bonds or similar obligations  provided in the ordinary course of business,
      but excluding (in each case),  Indebtedness incurred through the borrowing
      of  money  or  Contingent   Liabilities  in  respect  thereof,   and  (ii)
      Indebtedness  constituting Specified Liabilities,  which Indebtedness may,
      to the extent permitted by clause (w) of Section 7.2.3, be secured;

            (e) Indebtedness of the Borrower and its Subsidiaries (i) in respect
      of industrial  revenue bonds or other  similar  governmental  or municipal
      bonds,  (ii)  incurred to finance the  acquisition  of  equipment or other
      property of the Borrower and its Subsidiaries  (pursuant to purchase money
      mortgages or otherwise,  whether owed to the seller or a third party) used
      in the ordinary  course of business of the  Borrower and its  Subsidiaries
      (provided,  that  such  Indebtedness  is  incurred  within  60 days of the
      acquisition of such  property) and (iii)  Capitalized  Lease  Liabilities;
      provided,  that  the  aggregate  amount  of all  Indebtedness  outstanding
      pursuant to this clause (e) shall not at any time exceed $15,000,000;

            (f) Indebtedness  of  any  Subsidiary  which is not an OSIFC  Family
      Member owing to the Borrower or any other Subsidiary which is not an OSIFC
      Family Member, which Indebtedness

                  (i)  shall,  if  payable  to  the  Borrower  or  a  Subsidiary
            Guarantor,  be evidenced  by one or more  Intercompany  Notes,  duly
            executed  and  delivered  in  pledge  to  the  Administrative  Agent
            pursuant to the applicable Pledge and Security Agreement,  and shall
            not be forgiven or otherwise  discharged for any consideration other
            than payment in cash (provided, that only the amount repaid shall be
            discharged); and

                  (ii) if incurred by a Non-Guarantor owing to the Borrower or a
            Subsidiary Guarantor,  shall not (when aggregated with the amount of
            Investments  made by the Borrower and the  Subsidiary  Guarantors in
            Non-Guarantors   under  clause  (e)(i)  of  Section   7.2.5)  exceed
            $3,000,000 at any time outstanding;

            (g) unsecured  Indebtedness  (not   evidenced  by a  note  or  other
      instrument)  of the  Borrower  owing to a Subsidiary  that has  previously
      executed   and   delivered  to  the   Administrative   Agent  the  Interco
      Subordination Agreement (or a supplement thereto);

            (h) unsecured  Subordinated   Debt of the Borrower  evidenced by the
      Subordinated Notes incurred pursuant to the terms of the Subordinated Debt
      Documents in a principal amount not to exceed $100,000,000,  and unsecured
      Contingent  Liabilities  of the  Subsidiary  Guarantors in respect of such
      Subordinated   Debt,  but  only  if  such   Contingent   Liabilities   are
      subordinated  to the Obligations on  substantially  the same terms as such
      Subordinated  Debt of the Borrower is subordinated to the Obligations and,
      in each  case,  Permitted  Refinancings  of  such  Subordinated  Debt  and
      Contingent  Liabilities  which  continue  to  satisfy  the  terms  of  the
      definition of "Subordinated Debt";

            (i) Indebtedness of a Person existing at the time such Person became
      a Subsidiary of the Borrower,  together with all  Indebtedness  assumed by
      the  Borrower  or  any   Subsidiary  in  connection   with  any  Permitted
      Acquisition  (including  any  Permitted  Acquisition  of  assets),  in  an
      aggregate amount not to exceed  $15,000,000 at any time  outstanding,  but
      only to the extent that such  Indebtedness  was not created or incurred in
      contemplation  of such  Person  becoming a  Subsidiary  or such  Permitted
      Acquisition;

            (j) Indebtedness of the OSIFC Family incurred in connection with the
      Permitted  Receivables  Transaction in an aggregate amount at any time not
      to exceed the Permitted Receivables Amount;

            (k) Hedging  Obligations of the Borrower or any of its  Subsidiaries
      which is not an OSIFC Family Member in respect of the Credit Extensions or
      otherwise entered into by the Borrower or such Subsidiary to hedge against
      interest rate or currency exchange rate fluctuations, in each case arising
      in the ordinary  course of business of the  Borrower and its  Subsidiaries
      which are not OSIFC Family Members and not for speculative purposes;

            (l) Indebtedness  in   respect  of   netting   services,   overdraft
      protections and otherwise in connection with deposit accounts;

            (m) Indebtedness  incurred  by   Foreign  Subsidiaries  for  working
      capital purposes in an amount not to exceed $1,000,000;

            (n) Permitted  Refinancings of the Indebtedness  listed above (other
      than Indebtedness of the type permitted under clause (a) hereof);

            (o) other unsecured Indebtedness issued in respect of the Restricted
      Payment  described in clause (b) of Section 7.2.6 which,  when  aggregated
      with the amount of Restricted  Payments made pursuant to such clause, does
      not exceed $5,000,000  (which amount shall be increased  Dollar-for-Dollar
      by the amount of any cash  payments  made by any new  shareholders  of OSI
      Common Stock in connection  with their  purchase of such OSI Common Stock)
      over the term of this Agreement,  and then only if such  Indebtedness  is,
      except as otherwise consented to by the Administrative Agent, subordinated
      on terms and  conditions no less favorable to any Secured Party than those
      contained in the Interco Subordination Agreement;

            (p) Indebtedness  incurred  in  connection  with   any   transaction
      otherwise permitted pursuant to Section 7.2.15; and

            (q) other   unsecured    Indebtedness   of  the   Borrower  and  its
      Subsidiaries  (other  than  Indebtedness  of  Non-Guarantors  owing to the
      Borrower or Subsidiary  Guarantors)  which are not OSIFC Family Members in
      an aggregate amount at any time outstanding not to exceed $15,000,000;

provided,  however, that no Indebtedness  otherwise permitted by (A) clause (e),
(f)(ii),  (i),  (k),  (o) or (q) shall be assumed  or  otherwise  incurred  if a
Default has occurred and is then continuing or would result  therefrom,  and (B)
clause (m) shall be assumed or  otherwise  incurred  if a Default  would  result
therefrom.

      SECTION  7.2.3.  Liens. The Borrower will not, and will not  permit any of
its Subsidiaries to, create,  incur, assume or permit to exist any Lien upon any
of its  property  (including  Capital  Securities  of any  Person),  revenues or
assets,  whether now owned or hereafter acquired,  except the following (each, a
"Permitted Lien"):

            (a) Liens securing payment of the Obligations;

            (b) until the Closing Date, Liens securing payment  of  Indebtedness
      of the type described in clause (b) of Section 7.2.2;

            (c) Liens  existing as of the  Closing  Date and  disclosed  in Item
      7.2.3(c) of the Disclosure  Schedule  securing  Indebtedness  described in
      clause (c) of Section 7.2.2,  including any Permitted Refinancings of such
      Indebtedness;  provided,  that no such Lien shall  encumber any additional
      property and the amount of  Indebtedness  if any,  secured by such Lien is
      not increased from that existing on the Closing Date;

            (d) Liens securing  Indebtedness  of the type permitted under clause
      (e) of Section  7.2.2;  provided,  that such Lien (i) is granted within 60
      days after such  Indebtedness is incurred and (ii) secures only the assets
      that are the subject of the Indebtedness referred to in such clause;

            (e) Liens securing  Indebtedness  permitted by clause (i) of Section
      7.2.2;  provided,  that such Liens existed prior to such Person becoming a
      Subsidiary,  were not created in  anticipation  thereof and attach only to
      specific  tangible  assets of such  Person  (and not assets of such Person
      generally);

            (f) statutory   and    common  law  Liens  in  favor  of   carriers,
      warehousemen, mechanics, materialmen and landlords granted in the ordinary
      course of business for amounts not overdue or being  diligently  contested
      in good faith by appropriate  proceedings and for which adequate  reserves
      in accordance with GAAP shall have been set aside on its books;

            (g) Liens  incurred  or  deposits  made  in the  ordinary  course of
      business in connection with worker's compensation,  unemployment insurance
      or  other  forms of  governmental  insurance  or  benefits,  or to  secure
      performance  of  tenders,  statutory  obligations,  bids,  leases or other
      similar  obligations  (other than for borrowed  money) entered into in the
      ordinary course of business or to secure  obligations on surety and appeal
      bonds or performance bonds;

            (h) judgment Liens which do not result in an Event of Default  under
      Section 8.1.6;

            (i) easements,  rights-of-way, zoning restrictions, minor defects or
      irregularities in title and other similar  encumbrances not interfering in
      any  material  respect with the value or use of the property to which such
      Lien is attached;

            (j) Liens for Taxes,  assessments or other  governmental  charges or
      levies not at the time delinquent or thereafter payable without penalty or
      being  diligently  contested in good faith by appropriate  proceedings and
      for which  adequate  reserves in accordance  with GAAP shall have been set
      aside on its books;

            (k) Liens on Accounts or other  related  assets of the OSIFC  Family
      created in connection with the Permitted Receivables Transaction;

            (l) Liens solely on cash earnest money  deposits in connection  with
      any letter of intent or purchase agreement entered into by the Borrower or
      any of its Subsidiaries;

            (m) Liens   encumbering   customary   initial  deposits  and  margin
      deposits,  and similar Liens  attaching to commodity  trading  accounts or
      other brokerage accounts incurred in the ordinary course of business;

            (n) Liens  in  connection  with  the sale of accounts receivables by
      a Foreign Subsidiary;

            (o) Liens securing  Indebtedness of Foreign  Subsidiaries  permitted
      under  Section  7.2.2 so long as any such Lien attaches only to the assets
      of the respective Foreign Subsidiary that has incurred such Indebtedness;

            (p) non-consensual   Liens  which  may  arise  or be  created  under
      Environmental  Laws that are being contested in good faith and as to which
      adequate reserves have been established to the extent required by GAAP and
      secure  obligations  that  would  not  reasonably  be  expected  to have a
      Material Adverse Effect;

            (q) Liens arising from precautionary UCC financing statement filings
      regarding operating leases;

            (r) leases,  subleases,  licenses and  sublicenses  granted to third
      parties in the ordinary  course of business,  in each case not interfering
      in any material  respect with the  operations  or business of the Borrower
      and its  Subsidiaries  or the Liens of the Secured  Parties granted by the
      Loan Documents;

            (s) extensions,  renewals  and  replacements of any of the foregoing
      Liens to the extent and for so long as the Indebtedness  secured hereby is
      expressly permitted hereunder and remains outstanding;

            (t) landlord Liens arising under any lease contracts entered into by
      the Borrower or any of its Subsidiaries in the ordinary course of business
      (so long as no financing statements have been filed by such landlord);

            (u) statutory Liens of depository  or  collecting banks on  items in
      collection and any accompanying documents or the proceeds thereof;

            (v) Liens securing Indebtedness of  the  type permitted under clause
      (p) of Section 7.2.2; and

            (w) Liens to secure Indebtedness  incurred in the ordinary course of
      business and Indebtedness permitted under clause (d)(ii) of Section 7.2.2,
      in an aggregate amount not to exceed $5,000,000 at any time outstanding.

      SECTION  7.2.4.  Financial  Condition and Operations.  The  Borrower  will
not permit any of the events set forth below to occur.

            (a) The Borrower  will not permit the Leverage  Ratio as of the last
      day of any Fiscal Quarter  occurring  during any period set forth below to
      be greater than the ratio set forth opposite such period:


                   Period                    Leverage Ratio
                   ------                    --------------

           01/01/00 through (and
           including) 03/31/01                  5.00:1.00

           04/01/01 through (and
           including) 06/30/01                  4.75:1.00

           07/01/01 through (and
           including) 12/31/01                  4.50:1.00

           01/01/02 through (and
           including) 06/30/02                  4.25:1.00

           07/01/02 through (and
           including) 12/31/02                  3.75:1.00

           01/01/03 through (and
           including) 06/30/03                  3.50:1.00

           07/01/03 through (and
           including) 06/30/04                  3.00:1.00

           07/01/04 through (and
           including) 12/31/04                  2.50:1.00

           01/01/05 and thereafter              2.00:1.00

            (b) The Borrower will not permit the Interest  Coverage  Ratio as of
      the last day of any Fiscal Quarter  occurring  during any period set forth
      below to be less than the ratio set forth opposite such period:


                   Period                Interest Coverage Ratio
                   ------                -----------------------
           01/01/00 through (and
           including) 03/31/01                  1.80:1.00

           04/01/01 through (and
           including) 03/31/02                  2.00:1.00

           04/01/02 through (and
           including) 09/30/02                  2.25:1.00

           10/01/02 through (and
           including) 06/30/03                  2.50:1.00

           07/01/03 through (and
           including) 06/30/04                  3.00:1.00

           07/01/04 through (and
           including) 12/31/04                  4.00:1.00

           01/01/05 and thereafter              5.00:1.00

            (c) The Borrower will not permit the Fixed Charge  Coverage Ratio as
      of the last day of any Fiscal  Quarter  (beginning  with the first  Fiscal
      Quarter of the 2000  Fiscal  Year) to be less than (i)  1.25:1.00  through
      (and  including)  December  31,  2002 and (ii)  1.15:1.00  for each Fiscal
      Quarter thereafter.

            (d) The  Borrower  will not  permit  EBITDA  for the  period of four
      consecutive  Fiscal  Quarters ending on the last day of any Fiscal Quarter
      occurring during any period set forth below to be less than the amount set
      forth opposite such period:


                   Period                         EBITDA
                   ------                         ------

           01/01/00 through (and
           including) 03/31/01                  $95,000,000

           04/01/01 through (and
           including) 09/30/01                  $100,000,000

           10/01/01 through (and
           including) 09/30/02                  $105,000,000

           10/01/02 through (and
           including) 06/30/03                  $110,000,000

           07/01/03 through (and
           including) 12/31/03                  $115,000,000

           01/01/04 through (and
           including) 06/30/04                  $120,000,000

           07/01/04 through (and
           including) 12/31/04                  $130,000,000

           01/01/05 through (and
           including) 12/31/05                  $140,000,000

           01/01/06 and thereafter              $150,000,000

      SECTION  7.2.5.  Investments.  The  Borrower will not, and will not permit
any of its Subsidiaries to, purchase, make, incur, assume or permit to exist any
Investment in any other Person, except:

            (a) Investments  existing  on  the  Closing  Date  and identified in
      Item 7.2.5(a) of the Disclosure Schedule;

            (b) Cash Equivalent Investments;

            (c) 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;

            (d) without  duplication,  Investments  permitted   as  (i)  Capital
      Expenditures  pursuant to Section 7.2.7  (including  any such  Investments
      which  would  otherwise   constitute  Capital  Expenditures  but  for  the
      operation  of clause (i) of the  proviso  to the  definition  of  "Capital
      Expenditures"),  (ii)  Indebtedness  pursuant  to Section  7.2.2 and (iii)
      Restricted Payments pursuant to clause (b) of Section 7.2.6;

            (e) Investments by way of (i)  contributions to capital or purchases
      of Capital Securities by the Borrower in any Subsidiaries  (other than any
      OSIFC Family Member) or by any Subsidiary in other Subsidiaries (in either
      case,  other than any OSIFC Family Member);  provided,  that the aggregate
      amount of  intercompany  loans made pursuant to clause  (f)(ii) of Section
      7.2.2  and  Investments  under  this  clause  made  by  the  Borrower  and
      Subsidiary Guarantors in Non-Guarantors shall not exceed $3,000,000 at any
      time, or (ii) contributions to capital by any Subsidiary in the Borrower;

            (f) Investments  made  by the  Borrower  and its  Subsidiaries  that
      constitute (i) accounts  receivable  arising,  (ii) trade debt granted, or
      (iii)  deposits  made in  connection  with the purchase  price of goods or
      services, in each case in the ordinary course of business;

            (g) Investments   made   by   the  Borrower  and  its   Subsidiaries
      constituting  Permitted  Acquisitions in an aggregate amount not to exceed
      $35,000,000 (which amount shall include the assumption of all Indebtedness
      in connection with such Permitted  Acquisition and the aggregate amount of
      Specified  Liabilities (but only to the extent the obligations  associated
      with  such  Specified  Liabilities  are  recorded  as  liabilities  on the
      consolidated  balance  sheet  of the  Borrower  and  its  Subsidiaries  in
      accordance  with  GAAP),  regardless  of the date on which such  Specified
      Liabilities are actually  recorded) in any single transaction or series of
      related transactions;

            (h) Investments  consisting  of  any  deferred  portion of the sales
      price  received by the Borrower or any  Subsidiary in connection  with any
      Disposition  permitted  under  Section  7.2.11 to the extent such deferred
      portion  does not exceed the  portion  of such  sales  price  which may be
      non-cash under Section 7.2.11;

            (i) Investments  in  the ordinary  course of business in the form of
      loans and advances to officers, directors and employees of the Borrower or
      any of its  Subsidiaries to finance the purchase of Capital  Securities of
      Borrower,  so long as the aggregate amount of (x) any such loan or advance
      does not exceed the purchase  price of the Capital  Securities so financed
      and (y) all such loans and advances does not exceed $5,000,000 at any time
      outstanding;

            (j) Investments  made  by the  Borrower or any of its  Subsidiaries,
      solely with proceeds which have been  contributed,  directly or indirectly
      after the Closing Date, to the Borrower or such  Subsidiary as cash equity
      from holders of Borrower's Capital Securities for the purpose of making an
      Investment  identified in a notice to the Administrative Agent on or prior
      to the date that such  capital  contribution  is made,  which  Investments
      shall  result in the  Borrower  or such  Subsidiary  acquiring  a majority
      controlling  interest in or substantially  all of the assets of the Person
      in which such Investment was made or from which such assets were purchased
      or increasing any such controlling interest already maintained by it;

            (k) Investments  in   OSIFC in an  aggregate  amount  not to  exceed
      $5,000,000, which amount shall be in addition to the amount of Investments
      made by the  Borrower  and its  Subsidiaries  and  existing on the Closing
      Date;

            (l) Investments made with Casualty Proceeds in  accordance with  the
      provisions of clause (h) of Section 3.1.1;

            (m) Investments consisting of acquisitions of receivables portfolios
      ("Permitted Portfolio Acquisitions");  provided, that the aggregate amount
      expended by the  Borrower and its  Subsidiaries  for  Permitted  Portfolio
      Acquisitions shall not exceed $15,000,000 in any Fiscal Year; and

            (n) other  Investments  made by the  Borrower  and its  Subsidiaries
      (other than any  Investments  of the type permitted in clauses (a) through
      (m)  above) in an amount not to exceed  $10,000,000  over the term of this
      Agreement;

provided, however, that

            (o) any Investment which when made complies with the requirements of
      clause (a), (b), (c) or (d) of the definition of the term "Cash Equivalent
      Investment" may continue to be held  notwithstanding  that such Investment
      if made thereafter would not comply with such requirements; and

            (p) no  Investment  otherwise  permitted by clause  (d)(i),  (d)(ii)
      (except to the extent permitted under Section 7.2.2),  (g) or (i) shall be
      permitted  to be made if any Default has  occurred  and is  continuing  or
      would result therefrom.

      SECTION  7.2.6. Restricted  Payments, etc. The Borrower will not, and will
not permit any of its Subsidiaries to, declare or make a Restricted  Payment, or
make any deposit for any Restricted Payment (other than Restricted Payments made
by  Subsidiaries  to the  Borrower or wholly  owned  Subsidiaries)  in excess of
$2,000,000 in the aggregate  over the term of this  Agreement  (which amount may
not be added to the  additional  Restricted  Payments  permitted  in clauses (a)
through  (c)  below);  provided,  however,  that,  notwithstanding  any  of  the
foregoing,  the  Borrower  may  make  additional  Restricted  Payments,  without
duplication,

            (a) beginning  December  1, 2004,  to the extent  necessary  to make
      scheduled dividend payments on the PIK Preferred Equity in accordance with
      the PIK Preferred Equity Documents;

            (b) in respect of Repurchase Payments;  provided, that the aggregate
      consideration paid for such Repurchase Payments,  when aggregated with the
      amount of  Indebtedness  incurred  pursuant to clause (o) of Section 7.2.2
      (without  duplication),  shall not exceed $5,000,000 over the term of this
      Agreement; and

            (c) in respect of advisory fees in an amount not to exceed  $500,000
      in the aggregate in any Fiscal Year.

Notwithstanding any of the foregoing,  the Borrower may make any such Restricted
Payment  only so  long as (a)  both  before  and  after  giving  effect  to such
Restricted  Payment,  no Default shall have occurred and be continuing,  and (b)
the Borrower  shall have  delivered to the  Administrative  Agent (A)  financial
statements  prepared  on a pro forma  basis to give  effect  to such  Restricted
Payment  for the period of four  consecutive  Fiscal  Quarters  ending  with the
Fiscal Quarter then last ended for which financial statements and the Compliance
Certificate  relating  thereto have been delivered to the  Administrative  Agent
pursuant to Section 7.1.1 and (B) a certificate  of the Borrower  executed by an
Authorized  Officer of the Borrower  demonstrating  that the  financial  results
reflected in such financial  statements  would comply with the  requirements  of
Section 7.2.4 for the Fiscal Quarter in which such  Restricted  Payment is to be
made.

      SECTION  7.2.7.  Capital  Expenditures,  etc.  Subject  (in  the  case  of
Capitalized Lease  Liabilities) to clause (e) of Section 7.2.2, (a) the Borrower
will not, and will not permit any of its Subsidiaries to, make or commit to make
Capital  Expenditures  other than Capital  Expenditures  made or committed to be
made by the  Borrower  and its  Subsidiaries  in any  Fiscal  Year  which in the
aggregate do not exceed, (i) for the 2000 Fiscal Year, $25,000,000, and (ii) for
each   Fiscal   Year   thereafter,    $20,000,000;   provided,   however,   that
notwithstanding  anything to the contrary in this clause,  in the event that the
amount of Capital  Expenditures  permitted  to be made by the  Borrower  and its
Subsidiaries during any Fiscal Year (or portion thereof) pursuant to this clause
(prior to giving effect to any increase in such  permitted  amounts  pursuant to
this proviso) is greater than the aggregate amount of such Capital  Expenditures
made by the  Borrower and its  Subsidiaries  during such Fiscal Year (or portion
thereof),  such  excess  (up to an  aggregate  of 50% of the  amount  set  forth
opposite such Fiscal Year, each such amount of excess, a "Carry-Forward Amount")
may be carried forward to the immediately succeeding Fiscal Year and utilized to
make Capital  Expenditures in such succeeding  Fiscal Year (it being  understood
and agreed that a Carry-Forward Amount may not be carried beyond the Fiscal Year
immediately  succeeding the Fiscal Year in which it arose ). With respect to any
Carry-Forward  Amount,  (i)  it  shall  be  certified  by  the  Borrower  to the
Administrative Agent in the Compliance Certificate delivered for the last Fiscal
Quarter of such Fiscal Year, and (ii) it shall be deemed to be used prior to the
Borrower and its Subsidiaries using any amount of Capital Expenditures permitted
for such immediately succeeding Fiscal Year.

      (b)  The  parties   acknowledge  and  agree  that  the  permitted  Capital
Expenditure  amounts set forth in clause (a) above shall be exclusive of (i) the
amount of Capital  Expenditures  actually  made with cash capital  contributions
made to the Borrower or any of its Subsidiaries,  directly or indirectly, by any
Person other than the Borrower and its Subsidiaries,  after the Closing Date and
specifically  identified in a certificate  delivered by an Authorized Officer of
the  Borrower  to the  Administrative  Agent on or about the time  such  capital
contribution  or equity  issuance is made (but in any event prior to the time of
the Capital Expenditure made with such capital contribution or equity issuance);
provided,  that, to the extent such cash capital  contributions  or any proceeds
from such  equity  issuance  constitute  Net Equity  Proceeds  arising  from the
issuance by the  Borrower of its Capital  Securities,  only that portion of such
Net  Equity  Proceeds  which are not  required  to be  applied  as a  prepayment
pursuant  to clause (g) of Section  3.1.1 may be used for  Capital  Expenditures
pursuant  to this  clause  and  (ii)  any  portion  of any  acquisition  that is
permitted  under  Section 7.2.5 (other than pursuant to clause (d) thereof) that
is accounted for as a Capital Expenditure.

      SECTION  7.2.8.  No  Prepayment of  Subordinated  Debt.  The Borrower will
not, and will not permit any of its Subsidiaries to,

            (a) make any payment or  prepayment  of principal  of, or premium or
      interest on, any  Subordinated  Debt (i) other than the stated,  scheduled
      date for payment of interest set forth in the applicable Subordinated Debt
      Documents,  (ii) other than with Net Equity  Proceeds  (after  application
      pursuant to clause (g) of Section 3.1.1) in accordance with the applicable
      Subordinated Debt Documents or (iii) which would violate the terms of this
      Agreement or the applicable Subordinated Debt Documents;

            (b) redeem,  retire,  purchase,  defease  or otherwise  acquire  any
      Subordinated Debt; or

            (c) make any  deposit  (including  the  payment  of  amounts  into a
      sinking fund or other similar fund) for any of the foregoing purposes.

Furthermore,  neither  the  Borrower  nor  any  Subsidiary  will  designate  any
Indebtedness  other than the  Obligations  as  "Designated  Senior Debt" (or any
analogous term) in any Subordinated Debt Document.

      SECTION  7.2.9.  Issuance  of Capital  Securities.  The Borrower will not,
and will not permit any of its Subsidiaries  (other than Pay Tech) to, (a) issue
any Capital Securities (whether for value or otherwise) to any Person other than
(i)  (in the  case  of  Subsidiaries)  the  Borrower  or  another  wholly  owned
Subsidiary,  (ii) for transfers,  replacements and exchanges of then outstanding
shares of  Capital  Securities,  (iii) for stock  splits,  stock  dividends  and
issuances which do not decrease the percentage  ownership of the Borrower or any
of its  Subsidiaries  in any class of the Capital  Securities of such Subsidiary
(and for which the Secured  Parties  continue to have a first priority pledge of
such Capital  Securities),  (iv) to qualify  directors to the extent required by
applicable  law and (v) for issuances by newly created or acquired  Subsidiaries
in accordance with the terms of this Agreement,  or (b) become liable in respect
of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire
or make any other  payment in respect of any Capital  Securities of the Borrower
(other than  obligations  for  Repurchase  Payments)  or any  Subsidiary  or any
option, warrant or other right to acquire any such Capital Securities; provided,
however, that,  notwithstanding any of the foregoing, the Borrower may issue its
Capital Securities to the extent that, after giving effect to any such issuance,
no Default shall result therefrom.

      SECTION  7.2.10.  Consolidation,  Merger, etc. The  Borrower will not, and
will not permit any of its Subsidiaries  to, liquidate or dissolve,  consolidate
with, or merge into or with, any other Person,  or purchase or otherwise acquire
all or substantially all of the assets of any Person (or any division  thereof),
except

            (a) Pay Tech may liquidate or dissolve, and any other Subsidiary may
      liquidate or dissolve  voluntarily  into, and may merge with and into, the
      Borrower (so long as the  Borrower is the  surviving  corporation)  or any
      other Subsidiary (provided,  however, that a Subsidiary Guarantor may only
      liquidate  or  dissolve  into,  or merge with and into,  the  Borrower  or
      another Subsidiary Guarantor), and the assets or Capital Securities of any
      Subsidiary  may be purchased or otherwise  acquired by the Borrower or any
      other Subsidiary (provided, however, that the assets or Capital Securities
      of any Subsidiary Guarantor may only be purchased or otherwise acquired by
      the Borrower or another Subsidiary Guarantor unless such assets are of the
      type described in clause (a) or (c) of Section 7.2.11); provided, further,
      that in no event shall any Pledged  Subsidiary  consolidate  with or merge
      with and into any Subsidiary other than another Pledged  Subsidiary unless
      after  giving  effect  thereto,  the  Administrative  Agent  shall  have a
      perfected  pledge of, and  security  interest in and to, at least the same
      percentage of the issued and outstanding  interests of Capital  Securities
      (on a fully diluted basis) of the surviving  Person as the  Administrative
      Agent had immediately  prior to such merger or  consolidation  in form and
      substance  satisfactory  to the  Administrative  Agent  and  its  counsel,
      pursuant to such  documentation  and opinions as shall be necessary in the
      reasonable  opinion  of the  Administrative  Agent to  create,  perfect or
      maintain the collateral position of the Secured Parties therein; and

            (b) so long as no Default has  occurred and is  continuing  or would
      occur after giving effect thereto, the Borrower or any of its Subsidiaries
      may (to the extent  permitted by clause (g) of Section 7.2.5) purchase all
      or substantially all of the assets or Capital Securities of any Person (or
      any division thereof), or acquire such Person by merger.

      SECTION  7.2.11. Permitted  Dispositions.  The Borrower will not, and will
not permit any of its  Subsidiaries to, Dispose of any of the Borrower's or such
Subsidiaries'  assets (including  accounts  receivable and Capital Securities of
Subsidiaries)  to any  Person in one  transaction  or a series  of  transactions
unless:

            (a) such  Disposition  is  of  inventory,  obsolete   equipment   or
      receivables portfolios, in each case Disposed of in the ordinary course
      of business;

            (b) such Disposition is permitted by Section 7.2.10;

            (c) such  Disposition  is  of  Accounts  or other related assets and
      ancillary rights in property pursuant to the Permitted Receivables
      Transaction; or

            (d) such  Disposition  is not  described  in clauses (a) through (c)
      above and (i) such  Disposition is for not less than the fair market value
      of the  assets to be  Disposed,  (ii) the  consideration  received  by the
      Borrower or such Subsidiary  consists of at least 80% cash,  (iii) the Net
      Disposition Proceeds received from such Disposition, together with the Net
      Disposition  Proceeds of all other assets Disposed pursuant to this clause
      since the Closing Date, does not exceed (individually or in the aggregate)
      $10,000,000  over the term of this Agreement,  and (iv) an amount equal to
      the Net Disposition Proceeds received from such Disposition are applied in
      accordance with Sections 3.1.1 and 3.1.2.

      SECTION  7.2.12.  Modification  of Certain Documents.   After  the Closing
Date,  the Borrower  will not, and will not permit any of its  Subsidiaries  to,
consent to any amendment,  supplement, waiver or other modification of, or enter
into any  forbearance  from  exercising  any rights with respect to the terms or
provisions contained in,

            (a) the  Subordinated  Debt  Documents,  other  than any  amendment,
      supplement,  waiver or  modification  for which no fee is  payable  to the
      holders of the Subordinated  Debt in excess of $1,000,000 in the aggregate
      over the term of this  Agreement and which (i) extends the date or reduces
      the amount of any required  repayment,  prepayment  or  redemption  of the
      principal of such Subordinated  Debt, (ii) reduces the rate or extends the
      date for payment of the interest, premium (if any) or fees payable on such
      Subordinated  Debt,  (iii)  makes  the  covenants,  events of  default  or
      remedies in such  Subordinated  Debt  Documents  less  restrictive  on the
      Borrower or its  Subsidiaries,  (iv) does not in any way adversely  affect
      the interests of the Secured Parties hereunder or under the Loan Documents
      or (v) is of a technical or clarifying nature; or

            (b) any  of  the  Material  Documents,  other  than  any  amendment,
      supplement, waiver or modification which (i) does not in any way adversely
      affect the  interests of the Secured  Parties  hereunder or under the Loan
      Documents or (ii) is of a technical or clarifying nature; or

            (c) any of the Receivables Documents, other than any such amendment,
      supplement,  waiver or  modification  which (i) would  extend the maturity
      thereof,  (ii) does not in any way  adversely  affect the interests of the
      Secured  Parties  hereunder  or under the Loan  Documents or (iii) is of a
      technical or clarifying nature.

      SECTION  7.2.13. Transactions  with Affiliates. The Borrower will not, and
will not permit  any of its  Subsidiaries  to,  enter into or cause or permit to
exist any  arrangement,  transaction  or contract  (including  for the purchase,
lease or  exchange of property or the  rendering  of  services)  with any of its
other  Affiliates,  unless such  arrangement,  transaction or contract is (i) on
fair and reasonable  terms no less favorable to the Borrower or such  Subsidiary
than it could obtain in an arm's-length transaction with a Person that is not an
Affiliate,  (ii) of the kind which would be entered into by a prudent  Person in
the position of the Borrower or such Subsidiary with a Person that is not one of
its Affiliates, (iii) fees paid to MDCP on the Closing Date and thereafter in an
amount  not to  exceed  $500,000  per  annum,  (iv)  the  Permitted  Receivables
Transaction,  and (v) the Investment described in clause (i) of Section 7.2.5 in
an amount not to exceed $5,000,000 at any time outstanding.

      SECTION  7.2.14.  Restrictive  Agreements, etc.  The  Borrower  will  not,
and will  not  permit  any of its  Subsidiaries  to,  enter  into any  agreement
prohibiting

            (a) the creation or assumption of any Lien for  the  benefit of  any
      Secured Party;

            (b) the ability of any Obligor to amend or otherwise modify any Loan
      Document; or

            (c) the ability of any Subsidiary to make any payments,  directly or
      indirectly,  to the  Borrower,  including by way of  dividends,  advances,
      repayments of loans,  reimbursements of management and other  intercompany
      charges, expenses and accruals or other returns on investments.

The foregoing  prohibitions shall not apply to restrictions contained (i) in any
Loan  Document,  (ii) in the case of clause (a), in any agreement  governing any
Indebtedness  permitted by clause (e) of Section 7.2.2 as to the assets financed
with the proceeds of such  Indebtedness  or (iii) in the case of clauses (a) and
(c),  in  (A)  any  agreement  of a  Non-Guarantor  governing  the  Indebtedness
permitted by clause (f)(ii) of Section 7.2.2 or (B) any Receivables Documents.

      SECTION  7.2.15.  Sale  and  Leaseback.  Other  than  with  respect to the
properties listed in Item 7.2.15 of the Disclosure  Schedule,  the Borrower will
not,  and will not permit any of its  Subsidiaries  to,  directly or  indirectly
enter into any agreement or arrangement providing for the sale or transfer by it
of any property (now owned or hereafter acquired) to a Person and the subsequent
lease or rental of such property or other similar property from such Person.

      SECTION  7.2.16.  Accounting  Changes. The Borrower will not, and will not
permit  any  of  its  Subsidiaries  to,  change  its  Fiscal  Year  from  twelve
consecutive calendar months ending on December 31.

      SECTION  7.3.   UAS   and   the   Student   Loan    Collection   Business.
Notwithstanding anything to the contrary in this Agreement,  with respect to UAS
and the Student Loan Collection Business, the Borrower covenants and agrees with
each Managing Agent, each Lender and each Issuer that until the Termination Date
has  occurred,  the  Borrower  will,  and  will  cause  UAS and,  to the  extent
applicable,  each other  Subsidiary  to,  perform or cause to be  performed  the
obligations set forth below.

      SECTION  7.3.1.  Business Activities.  UAS  will   not   engage   in  any
business activity

            (a) other  than  in  connection  with  the  Student  Loan Collection
      Business; and

            (b) so long as UAS is a  Subsidiary  Guarantor,  in any State of the
      United  States  (or  any  political   subdivision  thereof)  where,  under
      applicable  law,  UAS's  guarantee  of  the  Obligations  pursuant  to the
      Subsidiary  Guaranty  would prohibit UAS from engaging in the Student Loan
      Collection Business in such State (or political subdivision).

      SECTION  7.3.2.  Indebtedness.  UAS  will  not  create,  incur,  assume or
permit to exist any  Indebtedness,  except  Indebtedness  (a) existing as of the
Closing Date which is identified in Item  7.2.2(c) of the  Disclosure  Schedule,
and  Permitted  Refinancings  of such  Indebtedness,  (b) in  respect  of  UAS's
guarantee of (i) the  Obligations  pursuant to the Subsidiary  Guaranty and (ii)
the  obligations  of the Borrower  under and pursuant to the  Subordinated  Debt
Documents,  and (c)  which  is  intercompany  Indebtedness  otherwise  permitted
pursuant to this Agreement.

      SECTION  7.3.3.  Liens. UAS  will not create,  incur,  assume or permit to
exist any Lien upon any of its property,  revenues or assets,  whether now owned
or hereafter  acquired,  except  Permitted Liens created,  incurred,  assumed or
otherwise  existing  (a) in the ordinary  course of the Student Loan  Collection
Business and (b) pursuant to any Loan Document.

      SECTION  7.3.4.  Investments.  UAS will not  purchase, make, incur, assume
or permit to exist any Investment in any other Person (including  Investments in
the  Borrower  or any  other  Subsidiary)  nor will the  Borrower  or any  other
Subsidiary  purchase,  make, incur,  assume or permit to exist any Investment in
UAS,  except,  in any case,  as otherwise  permitted  under clauses (a), (b) and
(e)(i) of Section 7.2.5.

      SECTION  7.3.5.  Restricted   Payments,  etc.  UAS  will,  within  45 days
following the end of each Fiscal Quarter,  declare and make a Restricted Payment
to the  Borrower in an  aggregate  amount such that,  immediately  after  giving
effect to any such Restricted Payment, UAS would not have a "positive net worth"
(as  defined in any  regulations  or laws  binding on or  applicable  to UAS) in
excess of "positive net worth" plus $500,000.

      SECTION  7.3.6.  Consolidation, Merger.   UAS   will   not   liquidate  or
dissolve, consolidate with, or merge into or with, any other Person, or purchase
or otherwise  acquire all or  substantially  all of the assets of any Person (or
any division thereof).

      SECTION  7.4.  OSIFC Transaction.  Each of the Secured Parties agree that,
notwithstanding  anything to the  contrary set forth in this  Agreement,  within
thirty days  following  the Closing  Date,  the  Borrower may (a) cause OSIFC to
convert its corporate status to that of a limited  liability company and Dispose
of (or permit OSIFC to issue additional)  Capital Securities of OSIFC such that,
after giving effect to such Disposition (and/or issuance),  OSIFC will no longer
be a  Subsidiary  of the  Borrower,  and (b)  make a  Restricted  Payment  in an
aggregate amount not to exceed $3,500,000 in connection with such conversion and
Disposition (and/or issuance).

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

      SECTION  8.1.  Listing of Events  of  Default.  Each   of   the  following
events or  occurrences  described in this Article shall  constitute an "Event of
Default".

      SECTION  8.1.1.  Non-Payment of Obligations.  The  Borrower  shall default
in the payment or prepayment when due of

            (a) any principal of any Loan, or  any  Reimbursement  Obligation or
      any deposit of cash for collateral purposes pursuant to Section 2.6.4; or

            (b) interest on  any Loan,  any  Reimbursement  Obligation,  any fee
      described  in Article  III,  or any other  monetary  Obligations  and such
      default  shall  continue  unremedied  for a period of three  Business Days
      after such amount was due.

      SECTION  8.1.2.  Breach  of  Warranty.  Any  representation or warranty of
any Obligor made or deemed to be made in any Loan Document to which such Obligor
is party  or any  other  writing  or  certificate  (including  any  certificates
delivered pursuant to Article V) furnished by or on behalf of any Obligor to any
Secured Party for the purposes of or in connection  with any Loan Document is or
shall be  incorrect  when  made or  deemed  to have  been  made in any  material
respect.

      SECTION  8.1.3.  Non-Performance  of  Certain  Covenants  and Obligations.
The Borrower  shall default in the due  performance  or observance of any of its
obligations under Section 7.1.1, 7.1.7, 7.1.13 or 7.2.

      SECTION  8.1.4.  Non-Performance of  Other  Covenants and Obligations. Any
Obligor  shall  default  in the  due  performance  or  observance  of any  other
agreement  contained in any Loan  Document to which such  Obligor is party,  and
such  default  shall  continue  unremedied  for a period of 30 days after notice
thereof  shall have been given to the Borrower by either  Managing  Agent or any
Lender.

      SECTION  8.1.5. Default  on  Other Indebtedness.  A default shall occur in
the payment of any amount when due  (subject to any  applicable  grace  period),
whether by acceleration  or otherwise,  of any principal or stated amount of, or
interest or fees on, of any Indebtedness  (other than Indebtedness  described in
Section 8.1.1) of any Obligor having a principal or stated amount,  individually
or in the aggregate,  in excess of  $5,000,000,  or a default shall occur in the
performance  or observance of any  obligation or condition  with respect to such
Indebtedness  if the effect of such default is to accelerate the maturity of any
such  Indebtedness or such default shall continue  unremedied for any applicable
period of time sufficient to permit the holder or holders of such  Indebtedness,
or any trustee or agent for such holders,  to cause or declare such Indebtedness
to become  due and  payable  or to  require  such  Indebtedness  to be  prepaid,
redeemed, purchased or defeased, or require an offer to purchase or defease such
Indebtedness to be made, prior to its expressed maturity.

      SECTION  8.1.6.  Judgments.  Any  judgment  or  order  for  the payment of
money,  individually or in the aggregate,  in excess of $5,000,000 (exclusive of
any amounts fully covered by insurance or  indemnification  (less any applicable
deductible)  and as to  which  the  insurer  has  acknowledged  in  writing  its
responsibility  to cover such  judgment or order) shall be rendered  against any
Obligor and either (i) such  judgment  shall not have been vacated or discharged
or stayed or  bonded  pending  appeal  within  30 days  after the entry  thereof
(unless the  judgment  allows for a longer  period of time for  payment) or (ii)
enforcement  proceedings  shall have been  commenced by any  creditor  upon such
judgment or order.

      SECTION  8.1.7.  Pension Plans.  Any  of  the following events shall occur
with respect to any Pension Plan

            (a) the institution of any steps by the Borrower,  any member of its
      Controlled  Group or any other Person to terminate a Pension Plan if, as a
      result of such  termination,  the  Borrower  or any such  member  could be
      required to make a contribution to such Pension Plan, or could  reasonably
      expect to incur a liability or  obligation to such Pension Plan, in excess
      of $1,000,000; or

            (b) a  contribution  failure occurs with respect to any Pension Plan
      sufficient to give rise to a Lien under section 302(f) of ERISA.

      SECTION  8.1.8.  Change in Control.  Any Change in Control shall occur.

      SECTION  8.1.9.  Bankruptcy, Insolvency, etc.  Any Obligor shall

            (a) become  insolvent or generally  fail to pay, or admit in writing
      its inability or unwillingness generally to pay, debts as they become due;

            (b) apply for,  consent to, or  acquiesce  in the  appointment  of a
      trustee,  receiver,  sequestrator  or other  custodian for any substantial
      part of the property of any thereof,  or make a general assignment for the
      benefit of creditors;

            (c) in the absence of such  application,  consent or acquiescence in
      or  permit or suffer to exist  the  appointment  of a  trustee,  receiver,
      sequestrator or other custodian for a substantial  part of the property of
      any thereof, and such trustee,  receiver,  sequestrator or other custodian
      shall not be discharged within 60 days; provided, that each Obligor hereby
      expressly  authorizes each Secured Party to appear in any court conducting
      any relevant proceeding during such 60-day period to preserve, protect and
      defend their rights under the Loan Documents;

            (d) permit or suffer to exist the  commencement  of any  bankruptcy,
      reorganization,  debt  arrangement  or other case or proceeding  under any
      bankruptcy or insolvency law or any dissolution, winding up or liquidation
      proceeding, in respect thereof, and, if any such case or proceeding is not
      commenced by any Obligor, such case or proceeding shall be consented to or
      acquiesced  in by such Person or shall result in the entry of an order for
      relief or shall remain for 60 days  undismissed;  provided,  that the each
      Obligor hereby  expressly  authorizes  each Secured Party to appear in any
      court conducting any such case or proceeding  during such 60-day period to
      preserve, protect and defend their rights under the Loan Documents; or

            (e) take any action authorizing, or  in furtherance of, any  of  the
      foregoing.

      SECTION  8.1.10.  Impairment  of  Security,  etc. Any Loan Document or any
Lien granted thereunder shall (except in accordance with its terms), in whole or
in part,  terminate,  cease to be  effective  or cease to be the legally  valid,
binding and enforceable  obligation of any Obligor party thereto; any Obligor or
any other  party  shall,  directly  or  indirectly,  contest in any manner  such
effectiveness,  validity, binding nature or enforceability;  except as permitted
under any Loan Document or as a result of a Secured Party's wilful misconduct or
gross  negligence,  any Lien securing any Obligation shall, in whole or in part,
cease to be (subject to Permitted  Liens) a perfected  first  priority Lien; or,
except as permitted  under any Loan Document or as a result of a Secured Party's
wilful misconduct or gross negligence, the Administrative Agent, for the benefit
of the Secured  Parties,shall  fail to have a valid, first priority pledge of at
least 80.5% of the issued and  outstanding  OSI Common Stock on a fully  diluted
basis.

      SECTION  8.1.11.  Failure  of  Subordination.  Unless  otherwise waived or
consented to by the Secured  Parties in writing,  the  subordination  provisions
relating to any Subordinated Debt (the "Subordination Provisions") shall fail to
be  enforceable by the Secured  Parties in accordance  with the terms thereof or
the monetary  Obligations shall fail to constitute  "Senior  Indebtedness" (or a
similar term) referring to the  Obligations;  or any Obligor shall,  directly or
indirectly, disavow or contest in any manner (i) the effectiveness,  validity or
enforceability   of  any  of  the  Subordination   Provisions,   (ii)  that  the
Subordination  Provisions  exist for the benefit of the Secured Parties or (iii)
that all payments of  principal  of or premium and interest on the  Subordinated
Debt, or realized from the liquidation of any property of any Obligor,  shall be
subject to any of such Subordination Provisions.

      SECTION  8.1.12.  Redemption.  Any  event  shall  occur  which,  under the
terms of any  Subordinated  Debt Document,  shall require the Borrower or any of
its Subsidiaries to purchase,  redeem or otherwise acquire or offer to purchase,
redeem or otherwise  acquire all or any portion of the  principal  amount of any
such Subordinated Debt prior to its final stated maturity date.

      SECTION  8.2. Action  if  Bankruptcy. If any Event of Default described in
clauses (a)  through (d) of Section  8.1.9 with  respect to the  Borrower  shall
occur,  the  Commitments  (if not theretofore  terminated)  shall  automatically
terminate and the outstanding  principal amount of all outstanding Loans and all
other Obligations (including  Reimbursement  Obligations) shall automatically be
and become immediately due and payable,  without notice or demand to any Person,
and each  Obligor  shall  automatically  and  immediately  be  obligated to Cash
Collateralize all Letter of Credit Outstandings.

      SECTION  8.3.  Action  if  Other Event of Default. If any Event of Default
(other than any Event of Default described in clauses (a) through (d) of Section
8.1.9  with  respect  to the  Borrower)  shall  occur  for any  reason,  whether
voluntary or involuntary,  and be continuing, the Administrative Agent, upon the
direction of the Required  Lenders,  shall by notice to the Borrower declare all
or any  portion  of the  outstanding  principal  amount  of the  Loans and other
Obligations (including  Reimbursement  Obligations) to be due and payable and/or
the Commitments (if not theretofore terminated) to be terminated,  whereupon the
full  unpaid  amount  of such  Loans  and other  Obligations  which  shall be so
declared  due and  payable  shall be and  become  immediately  due and  payable,
without further notice,  demand or presentment,  and/or, as the case may be, the
Commitments shall terminate and the Borrower shall automatically and immediately
be obligated to Cash Collateralize all Letter of Credit Outstandings.

                                   ARTICLE IX

                                   THE AGENTS

      SECTION  9.1. Actions.  Each Lender hereby appoints DLJ as its Syndication
Agent and Fleet as its Administrative  Agent under and for purposes of each Loan
Document.  Each Lender  authorizes  each Managing Agent to act on behalf of such
Lender  under  each  Loan   Document  and,  in  the  absence  of  other  written
instructions  from  the  Required  Lenders  received  from  time  to time by the
Managing  Agents (with respect to which each Managing  Agent agrees that it will
comply,  except as otherwise provided in this Section or as otherwise advised by
counsel in order to avoid  contravention  of  applicable  law), to exercise such
powers hereunder and thereunder as are specifically  delegated to or required of
such Managing  Agent by the terms hereof and thereof,  together with such powers
as may be reasonably  incidental thereto.  Each Lender hereby indemnifies (which
indemnity  shall survive any termination of this Agreement) each Managing Agent,
pro rata according to such Lender's  proportionate  Total Exposure Amount,  from
and against any and all liabilities, obligations, losses, damages, claims, costs
or  expenses of any kind or nature  whatsoever  which may at any time be imposed
on, incurred by, or asserted against, such Managing Agent in any way relating to
or arising out of any Loan Document,  including reasonable  attorneys' fees, and
as to which such Managing  Agent is not  reimbursed  by the Borrower;  provided,
however,  that no Lender  shall be liable for the payment of any portion of such
liabilities,  obligations,  losses, damages, claims, costs or expenses which are
determined by a court of competent  jurisdiction  in a final  proceeding to have
resulted from such  Managing  Agent's  gross  negligence  or wilful  misconduct.
Neither  Managing  Agent  shall be  required  to take any action  under any Loan
Document,  or to prosecute  or defend any suit in respect of any Loan  Document,
unless it is  indemnified  hereunder to its  satisfaction.  If any  indemnity in
favor of either  Managing  Agent shall be or become,  in such  Managing  Agent's
determination,   inadequate,   such  Managing  Agent  may  call  for  additional
indemnification  from the Lenders and cease to do the acts  indemnified  against
hereunder until such additional indemnity is given.

      SECTION  9.2. Funding Reliance, etc. Unless the Administrative Agent shall
have been  notified  in writing by any Lender by 3:00 p.m. on the  Business  Day
prior to a Borrowing  that such Lender will not make  available the amount which
would  constitute  its  Percentage  of  such  Borrowing  on the  date  specified
therefor,  the  Administrative  Agent may assume  that such Lender has made such
amount  available  to the  Administrative  Agent  and,  in  reliance  upon  such
assumption, make available to the Borrower a corresponding amount. If and to the
extent  that  such  Lender  shall not have made  such  amount  available  to the
Administrative  Agent, such Lender and the Borrower severally agree to repay the
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon,  for each day from the date the Administrative Agent made such
amount  available  to the  Borrower  to the date  such  amount  is repaid to the
Administrative  Agent,  at the  interest  rate  applicable  at the time to Loans
comprising  such  Borrowing  (in the case of the Borrower) and (in the case of a
Lender),  at the Federal  Funds  Effective  Rate for the first two Business Days
after which such amount has not been repaid, and thereafter at the interest rate
applicable to Loans comprising such Borrowing.

      SECTION  9.3.  Exculpation;  Notice of Default. (a) Neither Managing Agent
nor any Issuer nor any of their  respective  directors,  officers,  employees or
agents shall be liable to any Lender for any action taken or omitted to be taken
by it under any Loan Document,  or in connection  herewith or therewith,  except
for its own wilful  misconduct  or gross  negligence,  nor  responsible  for any
recitals  or  warranties   herein  or  therein,   nor  for  the   effectiveness,
enforceability,  validity or due  execution  of any Loan  Document,  nor for the
creation,  perfection or priority of any Liens purported to be created by any of
the Loan Documents,  or the validity,  genuineness,  enforceability,  existence,
value  or  sufficiency  of any  collateral  security,  nor to make  any  inquiry
respecting the performance by any Obligor of its  Obligations.  Any such inquiry
which may be made by either  Managing  Agent or any Issuer shall not obligate it
to make any further inquiry or to take any action. The Administrative  Agent and
each Issuer  shall be entitled to rely upon advice of counsel  concerning  legal
matters and upon any notice,  consent,  certificate,  statement or writing which
the Administrative  Agent believes to be genuine and to have been presented by a
proper Person.

      (b) Neither  Managing Agent, the Swing Line Lender nor any Issuer shall be
deemed to have  knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless any such Person has received written notice from (A) in
the case of the  Administrative  Agent,  the Swing Line Lender or any Issuer,  a
Lender or the Borrower  referring to this Agreement  describing  such Default or
Event of Default and stating  that such notice is a "notice of default"  and (B)
in the case of the Syndication Agent, from the Administrative Agent as set forth
in the  immediately  following  sentence.  In the event that the  Administrative
Agent receives such a notice, the Administrative  Agent shall give prompt notice
thereof to the Syndication Agent and the Lenders.

      SECTION  9.4.  Successors.  The Syndication  Agent may resign as such upon
one Business  Day's notice to the Borrower  and the  Administrative  Agent.  The
Administrative Agent may resign as such at any time upon at least 30 days' prior
notice to the Borrower and all Lenders. If the Administrative  Agent at any time
shall resign, the Required Lenders may, with the consent of the Borrower (not to
be unreasonably withheld),  appoint another Lender as a successor Administrative
Agent which shall thereupon become the  Administrative  Agent  hereunder.  If no
successor  Administrative  Agent shall have been so  appointed  by the  Required
Lenders,  and shall have  accepted  such  appointment,  within 30 days after the
retiring Administrative Agent's giving notice of resignation,  then the retiring
Administrative  Agent  may,  on  behalf  of the  Lenders,  appoint  a  successor
Administrative  Agent, which shall be one of the Lenders or a commercial banking
institution  organized  under the laws of the U.S.  (or any State  thereof) or a
U.S. branch or agency of a commercial banking institution, and having a combined
capital  and  surplus  of at  least  $500,000,000.  Upon the  acceptance  of any
appointment  as  Administrative  Agent  hereunder by a successor  Administrative
Agent, such successor Administrative Agent shall be entitled to receive from the
retiring  Administrative Agent such documents of transfer and assignment as such
successor  Administrative  Agent may  reasonably  request,  and shall  thereupon
succeed to and become vested with all rights,  powers,  privileges and duties of
the retiring  Administrative Agent, and the retiring  Administrative Agent shall
be discharged  from its duties and obligations  under the Loan Documents.  After
any retiring  Administrative Agent's resignation hereunder as the Administrative
Agent,  the  provisions  of this  Article  shall  inure to its benefit as to any
actions taken or omitted to be taken by it while it was the Administrative Agent
under the Loan Documents,  and Sections 10.3 and 10.4 shall continue to inure to
its benefit.

      SECTION  9.5.  Credit  Extensions by each Managing  Agent and each Issuer.
Each  Managing  Agent and each Issuer,  in its  individual  capacity as a Lender
shall have the same  rights and powers  with  respect to (x)(i) in the case of a
Managing  Agent,  the Credit  Extensions made by it or any of its Affiliates and
(ii) in the case of an Issuer,  the Loans  made by it or any of its  Affiliates,
and (y) the Notes held by it or any of its  Affiliates  as any other  Lender and
may  exercise  the  same as if it were not a  Managing  Agent  or  Issuer.  Each
Managing Agent,  each Issuer and each of their  respective  Affiliates,  in each
case, in its individual  capacity,  may accept deposits from, lend money to, and
generally  engage in any kind of business with the Borrower or any Subsidiary or
Affiliate  of the  Borrower  as if such  Managing  Agent  or  Issuer  were not a
Managing Agent or Issuer hereunder.

      SECTION  9.6.  Credit  Decisions.  Each Lender  acknowledges  that it has,
independently  of each Managing  Agent and each other Lender,  and based on such
Lender's   review  of  the  financial   information  of  the  Borrower  and  its
Subsidiaries,  the Loan  Documents  (the  terms and  provisions  of which  being
satisfactory  to  such  Lender)  and  such  other  documents,   information  and
investigations  as such  Lender  has  deemed  appropriate,  made its own  credit
decision to extend its Commitments.  Each Lender also acknowledges that it will,
independently  of each Managing  Agent and each other Lender,  and based on such
other documents,  information and investigations as it shall deem appropriate at
any time,  continue to make its own credit  decisions  as to  exercising  or not
exercising from time to time any rights and privileges available to it under the
Loan Documents.

      SECTION  9.7.  Copies,  etc.  The  Administrative  Agent shall give prompt
notice to each Lender of each  notice or request  required  or  permitted  to be
given to the  Administrative  Agent by the Borrower pursuant to the terms of the
Loan Documents (unless  concurrently  delivered to the Lenders by the Borrower).
The  Administrative  Agent will  distribute  to each  Lender  each  document  or
instrument  received  for its  account  and  copies of all other  communications
received by the  Administrative  Agent from the Borrower for distribution to the
Lenders by the  Administrative  Agent in  accordance  with the terms of the Loan
Documents.

      SECTION  9.8. Reliance by Managing Agents and Issuers. Each Managing Agent
and each  Issuer  shall be entitled  to rely upon any  certification,  notice or
other communication (including any thereof by telephone,  telecopy,  telegram or
cable)  believed by it to be genuine and correct and to have been signed or sent
by or on behalf of the proper  Person,  and upon advice and  statements of legal
counsel,  independent  accountants  and other experts  selected by such Managing
Agent or such  Issuer,  as the  case may be.  As to any  matters  not  expressly
provided for by the Loan Documents, each Managing Agent and each Issuer shall in
all cases be fully protected in acting, or in refraining from acting,  hereunder
or thereunder in accordance with  instructions  given by the Required Lenders or
all of the Lenders as is required in such circumstance, and such instructions of
such Lenders and any action taken or failure to act  pursuant  thereto  shall be
binding on all Secured  Parties.  For purposes of applying amounts in accordance
with this  Section,  each  Managing  Agent  shall be  entitled  to rely upon any
Secured Party that has entered into a Rate Protection Agreement with any Obligor
for a  determination  (which such Secured Party agrees to provide or cause to be
provided  upon  request  of  the   Administrative   Agent)  of  the  outstanding
Obligations  owed to such  Secured  Party under any Rate  Protection  Agreement.
Unless it has actual knowledge  evidenced by way of written notice from any such
Secured Party and the Borrower to the contrary,  each Managing  Agent, in acting
in such capacity under the Loan  Documents,  shall be entitled to assume that no
Rate Protection Agreements or Obligations in respect thereof are in existence or
outstanding between any Secured Party and any Obligor.

      SECTION  9.9.  The  Managing  Agents  and   the  Issuers.  Notwithstanding
anything  else to the  contrary  contained  in any Loan  Document,  the Managing
Agents and the Issuers,  in their  respective  capacities as such, shall have no
duties  or   responsibilities   under  any  Loan   Document  nor  any  fiduciary
relationship   with  any   Lender,   and  no   implied   covenants,   functions,
responsibilities, duties, obligations or liabilities shall be read into any Loan
Document or otherwise  exist against  either  Managing  Agent or any Issuer,  as
applicable,  in such  capacity,  except as are  explicitly set forth in any such
Loan Document.

      SECTION  9.10. Documentation Agent. The Lender identified on the signature
pages of this Agreement as the  "Documentation  Agent" shall not have any right,
power,  obligation,  liability,  responsibility or duty under this Agreement (or
any other Loan  Document)  other than those  applicable  to all Lenders as such.
Without limiting the foregoing,  the Lender so identified as the  "Documentation
Agent" shall not have or be deemed to have any fiduciary  relationship  with any
other  Lender.  Each Lender  acknowledges  that it has not relied,  and will not
rely, on the Lender so identified  as the  "Documentation  Agent" in deciding to
enter into this Agreement and each other Loan Document to which it is a party or
in taking or not taking action hereunder or thereunder.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

      SECTION  10.1.  Waivers, Amendments,  etc.  The  provisions  of each  Loan
Document  (other  than  Rate  Protection  Agreements,  under  which  amendments,
modifications  and  waivers  may be  effected  by  the  Applicable  Obligor  and
Applicable  Lender,  each a party  thereto)  may from  time to time be  amended,
modified or waived, if such amendment,  modification or waiver is in writing and
consented to by the Borrower and the Required Lenders;  provided,  however, that
no such amendment, modification or waiver shall:

            (a)  modify this Section without the consent of all Lenders;

            (b) increase the aggregate amount of any Credit Extensions  required
      to be made by a Lender  pursuant  to its  Commitments,  extend  any  final
      Commitment  Termination  Date or reduce any fees  described in Article III
      payable to any Lender without the consent of such Lender;

            (c)  extend any  scheduled  date of  payment  of  principal  for any
      Lender's Loan, or reduce the principal amount of, rate of interest or fees
      on any Loan or Reimbursement Obligations (which shall in each case include
      the  conversion of all or any part of the  Obligations  into equity of any
      Obligor),  or extend  the  scheduled  date on which  interest  or fees are
      payable in respect of such Loan or Reimbursement Obligation, in each case,
      without the consent of the Lender which has made such Loan or, in the case
      of a  Reimbursement  Obligation,  the  applicable  Issuer owed,  and those
      Lenders   participating  in,  such  Reimbursement   Obligation  (it  being
      understood and agreed,  however, that any vote to rescind any acceleration
      made pursuant to Sections 8.2 and 8.3 of amounts owing with respect to the
      Loans and other  Obligations  shall only  require the vote of the Required
      Lenders);

            (d) reduce the  percentage  set forth in the definition of "Required
      Lenders" or modify any requirement hereunder that any particular action be
      taken by all Lenders without the consent of all Lenders;

            (e) except   as  otherwise  expressly  provided  in a Loan  Document
      (including  the sale or transfer of Accounts and other  related  assets in
      accordance with the Permitted  Receivables  Transaction),  release (i) the
      Borrower from its  Obligations  under the Loan Documents or any Subsidiary
      Guarantor  from  its  Obligations  under  the  Subsidiary   Guaranty,   as
      applicable  (other  than  in  connection  with  a  Disposition  of  all or
      substantially all of the Capital Securities of a Subsidiary Guarantor in a
      transaction  permitted  by  Section  7.2.10  or  7.2.11)  or  (ii)  all or
      substantially all of the collateral under the Loan Documents, in each case
      without the consent of all Lenders;

            (f) (i) amend,  modify or waive clause (b) of Section  3.1.1 or (ii)
      have the effect (either immediately or at some later time) of enabling the
      Borrower  to satisfy a  condition  precedent  to the making of a Revolving
      Loan  or the  issuance  of a  Letter  of  Credit  unless  such  amendment,
      modification or waiver shall have been consented to by the Lenders holding
      a majority of the aggregate amount of the then outstanding  Revolving Loan
      Commitments.

            (g) change any of the terms of Section 2.3.2  without the consent of
      the Swing Line Lender;

            (h) amend,  modify or waive the  provisions of clause (b) of Section
      3.1.2 or effect any  amendment,  modification  or waiver that by its terms
      adversely  affects  the rights of  Lenders  participating  in any  Tranche
      differently from those of Lenders participating in other Tranches,  unless
      such amendment, modification or waiver shall have been consented to by the
      holders  of  at  least  a  majority  of  the  aggregate  amount  of  Loans
      outstanding under the Tranche or Tranches  affected by such  modification,
      or,  in  the  case  of  a   modification   affecting  the  Revolving  Loan
      Commitments, the Lenders holding a majority of the aggregate amount of the
      then outstanding Revolving Loan Commitments;

            (i) affect adversely the interests,  rights or obligations of either
      Managing Agent (in its capacity as a Managing Agent) or any Issuer, unless
      consented to by such Managing Agent or such Issuer, as the case may be;

            (j) amend,  modify or waive the provisions of Section 9.10,  without
      the consent of Harris Trust and Savings  Bank,  so long as such  financial
      institution is a Lender hereunder; or

            (k) with respect to any LIBO Rate Loan,  amend,  waive or modify the
      requirement  that the  Interest  Period  relative to any such Loan be one,
      two, three or six months in duration,  unless  consented to by each Lender
      making such Loan.

No  failure  or delay on the part of either  Managing  Agent,  any Issuer or any
Lender in exercising any power or right under any Loan Document shall operate as
a waiver thereof,  nor shall any single or partial exercise of any such power or
right  preclude  any other or further  exercise  thereof or the  exercise of any
other  power or right.  No notice to or demand on any  Obligor in any case shall
entitle it to any notice or demand in similar or other circumstances.  No waiver
or approval by either  Managing  Agent,  any Issuer or any Lender under any Loan
Document shall, except as may be otherwise stated in such waiver or approval, be
applicable to subsequent  transactions.  No waiver or approval  hereunder  shall
require any similar or  dissimilar  waiver or approval  thereafter to be granted
hereunder.

      For purposes of this Section,  the Syndication Agent, in coordination with
the Administrative Agent, shall have primary  responsibility,  together with the
Borrower,  in the  negotiation,  preparation and  documentation  relating to any
amendment,  modification or waiver under this Agreement, any other Loan Document
or any other  agreement  or  document  related  hereto or  thereto  contemplated
pursuant to this Section.

      SECTION  10.2. Notices; Time.  All   notices  and   other   communications
provided  under  each Loan  Document  shall be in writing  or by  facsimile  and
addressed,  delivered  or  transmitted,  if to the  Borrower or either  Managing
Agent, at its address or facsimile  number set forth on Schedule II hereto,  and
if to a Lender or Issuer,  to the applicable  Person at its address or facsimile
number set forth on  Schedule  II hereto or set forth in the  Lender  Assignment
Agreement  pursuant to which such Lender became a Lender  hereunder,  or, in any
case, at such other address or facsimile number as may be designated by any such
party in a notice to the other  parties.  Any  notice,  if mailed  and  properly
addressed  with postage  prepaid or if properly  addressed  and sent by pre-paid
courier service, shall be deemed given when received; any notice, if transmitted
by  facsimile,  shall be deemed  given  when the  confirmation  of  transmission
thereof  is  received  by  the  transmitter.  Unless  otherwise  indicated,  all
references  to the  time of a day in a Loan  Document  shall  refer  to  Boston,
Massachusetts time.

      SECTION  10.3. Payment of Costs and Expenses.  The Borrower agrees  to pay
on demand all reasonable fees and expenses of the Managing Agents (including the
fees  and  out-of-pocket  expenses  of  Mayer,  Brown &  Platt,  counsel  to the
Syndication  Agent  and  Lead  Arranger,  Palmer  & Dodge  LLP,  counsel  to the
Administrative Agent, and of local counsel, if any, who may be retained by or on
behalf of the Managing Agents) in connection with

            (a) the  negotiation,  preparation,  execution  and delivery of each
      Loan  Document,  including  schedules  and exhibits,  and any  amendments,
      waivers, consents, supplements or other modifications to any Loan Document
      as may  from  time to  time  hereafter  be  required,  whether  or not the
      transactions contemplated hereby are consummated;

            (b) the  filing,  recording,  refiling  or  rerecording  of any Loan
      Document   (including   the  Filing   Statements)   and  all   amendments,
      supplements,  amendment and  restatements  and other  modifications to any
      thereof,  searches made following the Closing Date in jurisdictions  where
      Filing  Statements (or other  documents  evidencing  Liens in favor of the
      Secured  Parties)  have  been  filed  or  recorded  and any and all  other
      documents  or  instruments  of further  assurance  required to be filed or
      recorded, or refiled or rerecorded by the terms of any Loan Document; and

            (c) the  preparation  and  review  of  the  form  of any document or
      instrument relevant to any Loan Document.

The Borrower further agrees to pay, and to save each Secured Party harmless from
all  liability  for, any stamp or other Taxes which may be payable in connection
with the execution or delivery of each Loan Document,  the Credit  Extensions or
the issuance of the Notes.  The Borrower  also agrees to reimburse  each Secured
Party  upon  demand  for  all  reasonable   out-of-pocket   expenses  (including
reasonable  attorneys' fees and legal expenses of counsel to each Secured Party)
incurred by such Secured Party in  connection  with (x) the  negotiation  of any
restructuring or "work-out" with the Borrower,  whether or not  consummated,  of
any Obligations and (y) the enforcement of any Obligations.

      SECTION  10.4.  Indemnification.  In  consideration  of the execution  and
delivery  of  this  Agreement  by  each  Secured  Party,   the  Borrower  hereby
indemnifies,  exonerates  and  holds  each  Secured  Party  and  each  of  their
respective  officers,  directors,   employees  and  agents  (collectively,   the
"Indemnified  Parties")  free and harmless from and against any and all actions,
causes of action,  suits, losses,  costs,  liabilities and damages, and expenses
incurred in connection  therewith  (irrespective of whether any such Indemnified
Party is a party to the action for which  indemnification  hereunder is sought),
including  reasonable  attorneys' fees and  disbursements,  whether  incurred in
connection  with  actions  between or among the  parties  hereto or the  parties
hereto and third parties (collectively, the "Indemnified Liabilities"), incurred
by the Indemnified  Parties or any of them as a result of, or arising out of, or
relating to

            (a) any transaction  financed or to be financed in whole or in part,
      directly  or  indirectly,  with  the  proceeds  of any  Credit  Extension,
      including  all  Indemnified  Liabilities  arising in  connection  with the
      Transaction;

            (b) the entering into and performance of any Loan Document by any of
      the Indemnified  Parties  (including any action brought by or on behalf of
      the Borrower as the result of any  determination  by the Required  Lenders
      pursuant to Article V not to fund any Credit Extension,  provided that any
      such action is resolved in favor of such Indemnified Party);

            (c) any  investigation,  litigation  or  proceeding  related  to any
      acquisition  or  proposed  acquisition  by any  Obligor or any  Subsidiary
      thereof of all or any portion of the Capital  Securities  or assets of any
      Person, whether or not an Indemnified Party is party thereto;

            (d) any  investigation,  litigation  or  proceeding  (including  any
      threatened  investigation,   litigation  or  proceeding)  related  to  any
      environmental cleanup,  audit,  compliance or other matter relating to any
      Obligor  or  any  Subsidiary   with  respect  to  the  protection  of  the
      environment  or relating  to the Release by any Obligor or any  Subsidiary
      thereof of any Hazardous Material;

            (e) the  presence  on or under,  or the  escape,  seepage,  leakage,
      spillage,  discharge,  emission,  discharging  or releases  from, any real
      property  owned  or  operated  by any  Obligor  or any  Subsidiary  of any
      Hazardous Material (including any losses, liabilities,  damages, injuries,
      costs,  expenses  or claims  asserted or arising  under any  Environmental
      Law),  regardless  of whether  caused by, or within the  control  of, such
      Obligor or such Subsidiary; or

            (f) each  Lender's  Environmental   Liability  (the  indemnification
      herein shall survive  repayment of the Obligations and any transfer of the
      property of any Obligor or any of its  Subsidiaries by foreclosure or by a
      deed in lieu of  foreclosure  for any  Lender's  Environmental  Liability,
      regardless of whether caused by, or within the control of, such Obligor or
      such Subsidiary);

except for  Indemnified  Liabilities  arising  for the  account of a  particular
Indemnified Party by reason of the relevant Indemnified Party's gross negligence
or wilful  misconduct.  Except with respect to such gross  negligence  or wilful
misconduct,  each Obligor and its successors  and assigns hereby waive,  release
and agree not to make any claim or bring any cost recovery action  against,  any
Indemnified Party under CERCLA or any state  equivalent,  or any similar law now
existing or hereafter enacted. It is expressly understood and agreed that to the
extent that any  Indemnified  Party is strictly  liable under any  Environmental
Laws, each Obligor's  obligation to such Indemnified  Party under this indemnity
shall  likewise  be  without  regard  to fault on the part of any  Obligor  with
respect  to  the  violation  or  condition  which  results  in  liability  of an
Indemnified  Party.  If and to the extent that the foregoing  undertaking may be
unenforceable  for  any  reason,   each  Obligor  agrees  to  make  the  maximum
contribution  to the  payment  and  satisfaction  of  each  of  the  Indemnified
Liabilities which is permissible under applicable law.

      SECTION  10.5. Survival. The  obligations  of  the Borrower under Sections
4.3,4.4, 4.5, 4.6, 10.3 and  10.4,  and  the  obligations  of  the Lenders under
Section 9.1, shall  in  each  case  survive  any  assignment  from one Lender to
another (in  the  case  of  Sections  10.3 and 10.4) and  the  occurrence of the
Termination Date. The  representations  and warranties made by  each  Obligor in
each  Loan  Document  shall  survive  the  execution  and  delivery of such Loan
Document.

      SECTION  10.6.  Severability.  Any provision of any Loan Document which is
prohibited or unenforceable in any jurisdiction  shall, as to such provision and
such  jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability  without  invalidating  the  remaining  provisions of such Loan
Document or affecting the validity or  enforceability  of such  provision in any
other jurisdiction.

      SECTION  10.7.  Headings.  The various headings of each Loan  Document are
inserted for convenience only and shall not affect the meaning or interpretation
of such Loan Document or any provisions thereof.

      SECTION  10.8. Execution  in   Counterparts,  Effectiveness,   etc.   This
Agreement may be executed by the parties  hereto in several  counterparts,  each
of which shall be an original (whether such  counterpart is originally  executed
or an electronic copy of an original and each party  hereto expressly waives its
rights to receive  originally  executed documents other than with respect to any
Notes)and all of which shall constitute together but one and the same agreement.
This  Agreement shall  become  effective when  counterparts  hereof  executed on
behalf of the  Borrower,   each  Managing   Agent  and  each  Lender (or  notice
thereof  satisfactory  to the Managing  Agents)  shall have been received by the
Managing Agents.

      SECTION  10.9.  Governing  Law;  Entire   Agreement.   EACH  LOAN DOCUMENT
(OTHER THAN THE LETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW  AND  EXCEPT AS
OTHERWISE  EXPRESSLY SET FORTH IN A LOAN  DOCUMENT)  WILL EACH BE DEEMED TO BE A
CONTRACT  MADE UNDER AND GOVERNED BY THE INTERNAL  LAWS OF THE STATE OF NEW YORK
(INCLUDING  FOR  SUCH  PURPOSE   SECTIONS  5-1401  AND  5-1402  OF  THE  GENERAL
OBLIGATIONS  LAW OF THE STATE OF NEW  YORK).  EACH  LETTER  OF  CREDIT  SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS OR RULES  DESIGNATED IN
SUCH LETTER OF CREDIT, OR IF NO LAWS OR RULES ARE DESIGNATED,  THE INTERNATIONAL
STANDBY PRACTICES  (ISP98--INTERNATIONAL  CHAMBER OF COMMERCE PUBLICATION NUMBER
590 (THE "ISP  RULES"))  AND, AS TO MATTERS NOT  GOVERNED BY THE ISP RULES,  THE
INTERNAL LAWS OF THE STATE OF NEW YORK. The Loan Documents constitute the entire
understanding  among the  parties  hereto  with  respect to the  subject  matter
thereof  and  supersede  any prior  agreements,  written or oral,  with  respect
thereto.

      SECTION  10.10. Successors  and  Assigns.  This Agreement shall be binding
upon and shall  inure to the  benefit of the parties hereto and their respective
successors and assigns;  provided,  however, that the Borrower may not assign or
transfer its rights or obligations  hereunder  without the consent of all of the
Lenders.

      SECTION  10.11. Sale and Transfer of Credit Extensions;  Participations in
Credit Extensions Notes. Each Lender may assign, or sell  participations in, its
Loans,  Letters  of Credit  and  Commitments  to one or more  other  Persons  in
accordance with this the terms set forth below.

      SECTION  10.11.1.  Assignments.    Any   Lender  (an  "Assignor  Lender"),
pursuant to a Lender Assignment Agreement,

            (a) with the written  consent of the Borrower,  each Managing  Agent
      and, in the case of assignments of Revolving  Loans and Letters of Credit,
      the Issuers  (which  consent(s) (i) shall not be  unreasonably  delayed or
      withheld  and  (ii)  of the  Borrower  shall  not  be  required  upon  the
      occurrence and during the continuance of any Default or Event of Default),
      may at any time assign and delegate to one or more commercial banks, other
      financial  institutions  or funds  that are  regularly  engaged in making,
      purchasing or investing in loans or securities; and

            (b) with written notice to the Borrower, each Managing Agent and, in
      the case of  assignments  of  Revolving  Loans and Letters of Credit,  the
      Issuers  (but  without  the  consent of any such  Person),  may assign and
      delegate to any of its  Affiliates or Related Funds or to any other Lender
      or any Affiliate or Related Fund of any other Lender;

(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "Assignee  Lender"),  all or any fraction of such Assignor  Lender's Loans
and  Commitments   (and  in  the  case  of  any  assignment  of  Revolving  Loan
Commitments,  related  participations  in Letters of Credit and Letter of Credit
Outstandings) (which assignment and delegation shall be, as among Revolving Loan
Commitments,  Revolving Loans and participations in Letters of Credit and Letter
of Credit Outstandings,  of a constant,  and not a varying,  percentage) is in a
minimum  aggregate amount of (i) $2,500,000,  in the case of Term Loans and Term
Loan Commitments,  and $5,000,000,  in the case of Revolving Loans and Revolving
Loan Commitments  (provided,  that (1) assignments that are made on the same day
to a Related  Fund may be treated as a single  assignment  for  purposes  of the
minimum  amount and (2) no minimum  amount  shall be required in the case of any
assignment  between two Lenders so long as the Assignor  Lender has an aggregate
amount  of  Loans  and  Commitments  of  at  least  $5,000,000   following  such
assignment),  unless the Borrower and the Administrative Agent otherwise consent
or  (ii)  the  then  remaining  amount  of  such  Assignor  Lender's  Loans  and
Commitments;  provided,  however,  that any such Assignee Lender will comply, if
applicable,  with the  provisions  contained in Section 4.6 and each Obligor and
the  Administrative  Agent  shall be  entitled  to  continue  to deal solely and
directly with such Assignor  Lender in connection with the interests so assigned
and delegated to an Assignee Lender until

            (A) written notice of such assignment and delegation,  together with
      payment  instructions,  addresses and related  information with respect to
      such Assignee  Lender,  shall have been  delivered to the Borrower and the
      Administrative Agent by such Assignor Lender and such Assignee Lender;

            (B) such  Assignee  Lender shall have  executed and delivered to the
      Borrower and each Managing Agent a Lender Assignment  Agreement,  accepted
      by each Managing Agent;

            (C) the processing fees described below shall have been paid; and

            (D) the  Administrative  Agent shall have registered such assignment
      and delegation in the Register pursuant to clause (b) of Section 2.7.

From and  after the date  that the  Administrative  Agent  accepts  such  Lender
Assignment  Agreement and such assignment and delegation is registered  pursuant
to clause (b) of Section 2.7, (x) the Assignee Lender thereunder shall be deemed
automatically  to have  become a party  hereto and to the extent that rights and
obligations  hereunder have been assigned and delegated to such Assignee  Lender
in connection with such Lender Assignment  Agreement,  shall have the rights and
obligations of a Lender  hereunder and under the other Loan  Documents,  and (y)
the Assignor  Lender,  to the extent that rights and obligations  hereunder have
been  assigned and  delegated by it in  connection  with such Lender  Assignment
Agreement,  shall be released from its obligations hereunder and under the other
Loan Documents.  Any Assignor  Lender that shall have  previously  requested and
received  any  Note or  Notes  in  respect  of any  Tranche  to  which  any such
assignment applies shall, upon the acceptance by the Administrative Agent of the
applicable Lender Assignment Agreement,  mark such Note or Notes "exchanged" and
deliver them to the Borrower (against, if the Assignor Lender has retained Loans
or  Commitments  with  respect  to the  applicable  Tranche  and  has  requested
replacement  Notes  pursuant to clause (c) of Section  2.7, its receipt from the
Borrower  of  replacement  Notes  in  the  principal  amount  of the  Loans  and
Commitments of the applicable  Tranche  retained by it). Such Assignor Lender or
such Assignee  Lender (unless the Assignor  Lender or the Assignee Lender is DLJ
or one of its Affiliates)  must also pay a processing fee to the  Administrative
Agent upon delivery of any Lender Assignment  Agreement in the amount of $3,500,
unless such assignment and delegation is by a Lender to its Affiliate or Related
Fund or if such  assignment and  delegation is by a Lender to a Federal  Reserve
Bank,  as provided  below or is  otherwise  consented  to by the  Administrative
Agent. Any attempted  assignment and delegation not made in accordance with this
Section shall be null and void.  Nothing contained in this Section shall prevent
or prohibit any Lender from pledging its rights (but not its obligations to make
Loans or  participate  in  Letters  of Credit or Letter of Credit  Outstandings)
under this  Agreement  and/or its Loans  hereunder to a Federal  Reserve Bank in
support of borrowings made by such Lender from such Federal Reserve Bank and any
Lender  that is a fund that  invests in bank loans may pledge all or any portion
of its rights (but not its  obligations  to make Loans or participate in Letters
of Credit or Letter of Credit  Outstandings)  hereunder  to any  trustee  or any
other holder or  representative  of holders of  obligations  owed or  securities
issued by such fund as security for such obligations or securities. In the event
that S&P, Moody's or 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 with a Commitment to make Revolving Loans
or participate in Letters of Credit or Letter of Credit  Outstandings  becomes a
Lender,  downgrade  the  long-term  certificate  of deposit  rating or long-term
senior  unsecured debt rating of such Lender,  and the resulting rating shall be
below BBB-, Baa3 or C (or BB, in the case of Lender that is an insurance company
(or B, in the case of an insurance company not rated by  InsuranceWatch  Ratings
Service))  respectively,  then any Issuer or the Borrower  shall have the right,
but not the obligation, upon notice to such Lender and the Administrative Agent,
to replace such Lender with an Assignee Lender in accordance with and subject to
the  restrictions  contained in this  Section,  and such Lender hereby agrees to
transfer  and assign  without  recourse (in  accordance  with and subject to the
restrictions   contained  in  this  Section)  all  its  interests,   rights  and
obligations in respect of its Revolving Loan Commitment  under this Agreement to
such Assignee  Lender;  provided,  however,  that (i) no such  assignment  shall
conflict  with any law,  regulation or order of any  Governmental  Authority and
(ii) such  Assignee  Lender  shall pay to such Lender in  immediately  available
funds on the date of such  assignment the principal of and interest and fees (if
any)  accrued to the date of payment on the Loans  made,  and  Letters of Credit
participated in, by such Lender hereunder and all other amounts accrued for such
Lender's account or owed to it hereunder.

      SECTION  10.11.2.  Participations.  Any  Lender  may  sell  to one or more
commercial  banks or other  Persons  (each of such  commercial  banks  and other
Persons being herein called a "Participant")  participating  interests in any of
the Loans, Commitments,  or other interests of such Lender hereunder;  provided,
however, that

            (a) no participation contemplated in this Section shall relieve such
      Lender  from its  Commitments  or its  other  obligations  under  any Loan
      Document;

            (b) such Lender shall remain solely  responsible for the performance
      of its Commitments and such other obligations;

            (c) each  Obligor and each  Managing  Agent  shall  continue to deal
      solely and  directly  with such Lender in  connection  with such  Lender's
      rights and obligations under each Loan Document;

            (d) no Participant,  unless such Participant is an Affiliate of such
      Lender or is itself a Lender,  shall be entitled to require such Lender to
      take or refrain  from taking any action  under any Loan  Document,  except
      that such Lender may agree with any Participant that such Lender will not,
      without such Participant's consent, take any actions of the type described
      in  clauses  (a),  (b),  (c)  or (f)  of  Section  10.1  with  respect  to
      Obligations participated in by such Participant; and

            (e) the Borrower  shall not be required to pay any amount under this
      Agreement  that is  greater  than the  amount  which it  would  have  been
      required to pay had no participating interest been sold.

The  Borrower  acknowledges  and agrees that each  Participant,  for purposes of
Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 7.1.1, 10.3 and 10.4, shall be considered
a Lender.  Each  Participant  shall  only be  indemnified  for  increased  costs
pursuant to Section  4.3,  4.5 or 4.6 if and to the extent that the Lender which
sold such participating interest to such Participant concurrently is entitled to
make,  and does make,  a claim on the  Borrower for such  increased  costs.  Any
Lender  that sells a  participating  interest in any Loan,  Commitment  or other
interest to a Participant  under this Section shall  indemnify and hold harmless
the Borrower and the Administrative Agent from and against any Taxes, penalties,
interest  or other costs or losses  (including  reasonable  attorneys'  fees and
expenses) incurred or payable by the Borrower or the  Administrative  Agent as a
result of the failure of the Borrower or the Administrative Agent to comply with
its  obligations to deduct or withhold any Taxes from any payments made pursuant
to this Agreement to such Lender or the  Administrative  Agent,  as the case may
be, which Taxes would not have been incurred or payable if such  Participant had
been a  Non-Domestic  Lender that was entitled to deliver to the  Borrower,  the
Administrative  Agent  or  such  Lender,  and did in  fact  so  deliver,  a duly
completed  and valid  Form  W-8BEN  or W-8ECI  (or  applicable  successor  form)
entitling  such  Participant to receive  payments  under this Agreement  without
deduction or withholding of any United States federal Taxes.

      Each Lender shall, as agent of the Borrower solely for the purpose of this
Section,  record in book  entries  maintained  by such  Lender  the name and the
amount of the  participating  interest of each  Participant  entitled to receive
payments  in  respect  of any  participating  interests  sold  pursuant  to this
Section.

      SECTION  10.12. Other  Transactions.  Nothing   contained   herein   shall
preclude any  Managing  Agent,  any  Issuer  or any other  Lender  from engaging
in any transaction,  in addition to those contemplated  by  the  Loan Documents,
with  the  Borrower  or  any  of  its  Affiliates  in which the Borrower or such
Affiliate is not restricted hereby from engaging with any other Person.

      SECTION  10.13.  Independence   of  Covenants.  All covenants contained in
this Agreement and each other Loan Document  shall be given  independent  effect
such that, in the event a particular action or condition is not permitted by any
of such covenants, the fact that it would be permitted by an exception to, or be
otherwise  within  the  limitations  of,  another  covenant  shall  not,  unless
expressly so provided in such first covenant,  avoid the occurrence of a Default
or an Event of Default if such action is taken or such condition exists.

      SECTION  10.14. Confidentiality.  (a) Subject to the  provisions of clause
(b)of this  Section,  each Lender  agrees that it will use its  reasonable  best
efforts not to disclose without the prior consent of the Borrower (other than to
its employees,  auditors, advisors or counsel or to another Lender if the Lender
or such Lender's  holding or parent  company in its sole  discretion  determines
that any such  party  should  have  access to such  information,  provided  such
Persons shall be subject to the provisions of this Section to the same extent as
such Lender) any information which is now or in the future furnished pursuant to
this Agreement or any other Loan Document, provided that any Lender may disclose
any such information (i) as has become  generally  available to the public other
than by virtue of a breach of this clause by the respective  Lender or any other
Person to whom such Lender has provided  such  information  as permitted by this
Section,  (ii) as may be required or  appropriate  in any report,  statement  or
testimony submitted to any municipal, state or Federal regulatory body having or
claiming to have  jurisdiction  over such Lender or to the Federal Reserve Board
or the Federal Deposit Insurance Corporation or similar  organizations  (whether
in the United States or elsewhere) or their successors, (iii) as may be required
or appropriate  in respect to any summons or subpoena or in connection  with any
litigation,  (iv) in order to comply with any law,  order,  regulation or ruling
applicable to such Lender, (v) to either Managing Agent, (vi) to any prospective
or actual transferee or participant in connection with any contemplated transfer
or  participation  of any of the Notes or Commitments or any interest therein by
such Lender, provided that such prospective transferee agrees to be bound by the
confidentiality  provisions  contained in this  Section,  (vii) to any direct or
indirect  contractual  counterparty  in  swap  agreements  or  such  contractual
counterparty's professional advisor (so long as such contractual counterparty or
professional advisor to such contractual  counterparty agrees to be bound by the
provisions of this  Section) and (viii) to the NAIC or any similar  organization
or any nationally  recognized  rating agency that requires access to information
about a Lender's  investment  portfolio in connection  with ratings  issued with
respect to such Lender.

      (b) The Borrower hereby acknowledges and agrees that each Lender may share
with any of its Affiliates,  and such Affiliates may share with such Lender, any
information  related to the Borrower or any of its  Subsidiaries,  provided such
Persons shall be subject to the provisions of this Section to the same extent as
such Lender.

      SECTION  10.15.  Forum   Selection  and  Consent  to   Jurisdiction.   ANY
LITIGATIONBASED  HEREON,  OR ARISING OUT OF, UNDER,  OR IN CONNECTION  WITH, ANY
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,  STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF THE MANAGING AGENTS,  THE LENDERS,  THE ISSUER OR
THE BORROWER IN CONNECTION  HEREWITH OR THEREWITH MAY BE BROUGHT AND  MAINTAINED
IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED  STATES  DISTRICT  COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED,  HOWEVER, THAT ANY SUIT SEEKING
ENFORCEMENT  AGAINST ANY  COLLATERAL  OR OTHER  PROPERTY MAY BE BROUGHT,  AT THE
MANAGING AGENTS' OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL
OR OTHER PROPERTY MAY BE FOUND. THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF NEW YORK AT THE ADDRESS  FOR NOTICES  SPECIFIED  IN SECTION
10.2.  THE BORROWER  HEREBY  EXPRESSLY AND  IRREVOCABLY  WAIVES,  TO THE FULLEST
EXTENT  PERMITTED BY LAW, ANY OBJECTION  WHICH IT MAY HAVE OR HEREAFTER MAY HAVE
TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED
TO ABOVE  AND ANY  CLAIM  THAT  ANY  SUCH  LITIGATION  HAS  BEEN  BROUGHT  IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE
ANY IMMUNITY FROM  JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS  (WHETHER
THROUGH SERVICE OR NOTICE,  ATTACHMENT  PRIOR TO JUDGMENT,  ATTACHMENT IN AID OF
EXECUTION OR  OTHERWISE)  WITH RESPECT TO ITSELF OR ITS  PROPERTY,  THE BORROWER
HEREBY  IRREVOCABLY  WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY
IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.

      SECTION 10.16. Waiver of Jury Trial. EACH MANAGING AGENT, EACH LENDER, THE
ISSUER AND THE BORROWER HEREBY KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY  WAIVES
TO THE FULLEST  EXTENT  PERMITTED  BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON,  OR ARISING OUT OF, UNDER, OR IN
CONNECTION  WITH,  EACH  LOAN  DOCUMENT,  OR ANY  COURSE OF  CONDUCT,  COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF SUCH MANAGING AGENT,
SUCH LENDER,  THE ISSUER OR THE BORROWER IN CONNECTION  THEREWITH.  THE BORROWER
ACKNOWLEDGES  AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT  CONSIDERATION
FOR THIS  PROVISION  (AND EACH OTHER  PROVISION  OF EACH OTHER LOAN  DOCUMENT TO
WHICH IT IS A PARTY) AND THAT THIS  PROVISION IS A MATERIAL  INDUCEMENT FOR EACH
MANAGING AGENT, EACH LENDER AND THE ISSUER ENTERING INTO THE LOAN DOCUMENTS.

<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed by their respective  officers  thereunto duly authorized as of December
   , 1999.
---

                                             OUTSOURCING SOLUTIONS INC.


                                          By:/s/ Eric R. Fencl
                                             -----------------------------------
                                             Title: V.P./General Counsel


                                          DLJ CAPITAL FUNDING, INC.,
                                             as the Syndication Agent

                                          By: /s/ James L. Paradise
                                              ----------------------------------
                                             Title: Senior Vice President



                                          FLEET NATIONAL BANK,
                                             as the Administrative Agent

                                          By: /s/
                                              ----------------------------------
                                             Title: Managing Director



                                          HARRIS TRUST AND SAVINGS BANK,
                                             as the Documentation Agent

                                          By: /s/
                                              ----------------------------------
                                             Title: Vice President
<PAGE>

LENDERS:

                                          DLJ CAPITAL FUNDING, INC.


                                          By: /s/ James L. Paradise
                                              ----------------------------------
                                             Title: Senior Vice President



                                          FLEET NATIONAL BANK


                                          By: /s/
                                              ----------------------------------
                                             Title: Director

<PAGE>


                                          HARRIS TRUST AND SAVINGS BANK


                                          By: /s/
                                              ----------------------------------
                                             Title: Vice President
<PAGE>


                                          BANK OF AMERICA


                                          By: /s/
                                              ----------------------------------
                                             Title: Vice President
<PAGE>

                                          BANK  ONE,  NA (FORMERLY  KNOWN AS THE
                                          FIRST NATIONAL BANK OF CHICAGO)


                                          By: /s/
                                              ----------------------------------
                                             Title: Senior Vice President

<PAGE>

                                          THE CHASE MANHATTAN BANK


                                          By: /s/ William J. Caggiano
                                              ----------------------------------
                                             Title: Managing Director
<PAGE>

                                          DRESDNER  BANK  AG,  NEW  YORK & GRAND
                                          CAYMAN BRANCHES


                                          By: /s/ John W. Sweeney
                                              ----------------------------------
                                             Title: Vice President

                                          By: /s/ John R. Morrison
                                              ----------------------------------
                                             Title: Vice President
<PAGE>

                                          LASALLE BANK NATIONAL ASSOCIATION


                                          By: /s/ Andrew G. Pollack
                                              ----------------------------------
                                             Title:  Corporate  Banking  Officer
                                                        Leveraged Finance
<PAGE>

                                          WACHOVIA BANK, N.A.


                                          By: /s/
                                              ----------------------------------
                                             Title: Senior Vice President
<PAGE>

                                          WELLS FARGO BANK, N.A.


                                          By: /s/
                                              ----------------------------------
                                             Title: Vice President