<PAGE>

________________________________________________________________________________

                                  $100,000,000

                                CREDIT AGREEMENT

                                      among

                       INTERMAGNETICS GENERAL CORPORATION,
                                   as Borrower

                                       and

                    THE DOMESTIC SUBSIDIARIES OF THE BORROWER
                        FROM TIME TO TIME PARTIES HERETO,
                                 as Guarantors,

                           THE LENDERS PARTIES HERETO,

                              JPMORGAN CHASE BANK,
                              as Syndication Agent,

                                 KEYBANK, N.A.,
                             as Documentation Agent,

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             as Administrative Agent


                          Dated as of December 17, 2003



                         WACHOVIA CAPITAL MARKETS, LLC,
                      as Lead Arranger and Sole Book Runner

________________________________________________________________________________



<PAGE>


<TABLE>
<CAPTION>
                                                  TABLE OF CONTENTS
                                                  -----------------

                                                                                                               Page
                                                                                                               ----
<S>                        <C>                                                                                 <C>
ARTICLE I  DEFINITIONS............................................................................................1
         Section 1.1       Defined Terms..........................................................................1
                           -------------
         Section 1.2       Other Definitional Provisions.........................................................23
                           -----------------------------
         Section 1.3       Accounting Terms......................................................................23
                           ----------------
ARTICLE II  THE LOANS; AMOUNT AND TERMS..........................................................................24
         Section 2.1       Revolving Loans.......................................................................24
                           ---------------
         Section 2.2       Term Loan Facility....................................................................26
                           ------------------
         Section 2.3       Letter of Credit Subfacility..........................................................27
                           ----------------------------
         Section 2.4       Swingline Loan Subfacility............................................................30
                           --------------------------
         Section 2.5       Fees..................................................................................32
                           ----
         Section 2.6       Commitment Reductions.................................................................33
                           ---------------------
         Section 2.7       Prepayments...........................................................................33
                           -----------
         Section 2.8       Minimum Principal Amount of Tranches..................................................35
                           ------------------------------------
         Section 2.9       Default Rate and Payment Dates........................................................35
                           ------------------------------
         Section 2.10      Conversion Options....................................................................35
                           ------------------
         Section 2.11      Computation of Interest and Fees......................................................36
                           --------------------------------
         Section 2.12      Pro Rata Treatment and Payments.......................................................36
                           -------------------------------
         Section 2.13      Non-Receipt of Funds by the Administrative Agent......................................38
                           ------------------------------------------------
         Section 2.14      Inability to Determine Interest Rate..................................................39
                           ------------------------------------
         Section 2.15      Illegality............................................................................40
                           ----------
         Section 2.16      Requirements of Law...................................................................40
                           -------------------
         Section 2.17      Indemnity.............................................................................41
                           ---------
         Section 2.18      Taxes.................................................................................42
                           -----
         Section 2.19      Indemnification; Nature of Issuing Lender's Duties....................................44
                           --------------------------------------------------
ARTICLE III  REPRESENTATIONS AND WARRANTIES......................................................................45
         Section 3.1       Financial Condition...................................................................45
                           -------------------
         Section 3.2       No Change.............................................................................46
                           ---------
         Section 3.3       Corporate Existence; Corporate Power; Enforceability..................................46
                           ----------------------------------------------------
         Section 3.4       Governmental Approvals................................................................46
                           ----------------------
         Section 3.5       No Legal Bar; No Default..............................................................47
                           ------------------------
         Section 3.6       No Material Litigation................................................................47
                           ----------------------
         Section 3.7       Government Acts.......................................................................47
                           ---------------
         Section 3.8       Margin Regulations....................................................................47
                           ------------------
         Section 3.9       Compliance with Laws..................................................................48
                           --------------------
         Section 3.10      ERISA.................................................................................48
                           -----
         Section 3.11      Environmental Matters.................................................................48
                           ---------------------
         Section 3.12      Purpose of Extensions of Credit.......................................................49
                           -------------------------------
         Section 3.13      Subsidiaries..........................................................................49
                           ------------
         Section 3.14      Ownership.............................................................................50
                           ---------
         Section 3.15      Indebtedness..........................................................................50
                           ------------
         Section 3.16      Taxes.................................................................................50
                           -----
         Section 3.17      Solvency..............................................................................50
                           --------
         Section 3.18      Investments...........................................................................50
                           -----------
</TABLE>


                                                          i
<PAGE>
<TABLE>
<S>                        <C>                                                                                 <C>
         Section 3.19      No Burdensome Restrictions............................................................50
                           --------------------------
         Section 3.20      Brokers' Fees.........................................................................51
                           -------------
         Section 3.21      Labor Matters.........................................................................51
                           -------------
         Section 3.22      Accuracy and Completeness of Information..............................................51
                           ----------------------------------------
         Section 3.23      Consummation of Acquisition; Representations and Warranties from Other Documents......51
                           --------------------------------------------------------------------------------
         Section 3.24      Material Contracts....................................................................52
                           ------------------
         Section 3.25      Insurance.............................................................................52
                           ---------
         Section 3.26      Tax Shelter Regulations...............................................................52
                           -----------------------
ARTICLE IV  CONDITIONS PRECEDENT.................................................................................52
         Section 4.1       Conditions to Closing Date............................................................52
                           --------------------------
         Section 4.2       Conditions to Funding Date and Initial Revolving Loans and Term Loans.................54
                           ---------------------------------------------------------------------
         Section 4.3       Conditions to All Extensions of Credit................................................57
                           --------------------------------------
ARTICLE V  AFFIRMATIVE COVENANTS.................................................................................58
         Section 5.1       Financial Statements..................................................................58
                           --------------------
         Section 5.2       Certificates; Other Information.......................................................59
                           -------------------------------
         Section 5.3       Payment of Obligations................................................................61
                           ----------------------
         Section 5.4       Conduct of Business and Maintenance of Existence......................................61
                           ------------------------------------------------
         Section 5.5       Maintenance of Property; Insurance....................................................61
                           ----------------------------------
         Section 5.6       Inspection of Property; Books and Records; Discussions................................61
                           ------------------------------------------------------
         Section 5.7       Notices...............................................................................62
                           -------
         Section 5.8       Environmental Laws....................................................................63
                           ------------------
         Section 5.9       Financial Covenants...................................................................63
                           -------------------
         Section 5.10      Additional Subsidiary Guarantors......................................................64
                           --------------------------------
         Section 5.11      Compliance with Law...................................................................64
                           -------------------
         Section 5.12      Completion of Acquisition.............................................................64
                           -------------------------
ARTICLE VI  NEGATIVE COVENANTS...................................................................................64
         Section 6.1       Indebtedness..........................................................................65
                           ------------
         Section 6.2       Liens.................................................................................66
                           -----
         Section 6.3       Nature of Business....................................................................66
                           ------------------
         Section 6.4       Consolidation, Merger, Sale or Purchase of Assets, etc................................66
                           ------------------------------------------------------
         Section 6.5       Advances, Investments and Loans.......................................................67
                           -------------------------------
         Section 6.6       Transactions with Affiliates..........................................................67
                           ----------------------------
         Section 6.7       Ownership of Subsidiaries; Restrictions...............................................67
                           ---------------------------------------
         Section 6.8       Fiscal Year; Organizational Documents; Material Contracts.............................67
                           ---------------------------------------------------------
         Section 6.9       Limitation on Restricted Actions......................................................68
                           --------------------------------
         Section 6.10      Restricted Payments...................................................................68
                           -------------------
         Section 6.11      Prepayments of Subordinated Debt, etc.................................................68
                           -------------------------------------
         Section 6.12      Sale Leasebacks.......................................................................69
                           ---------------
         Section 6.13      No Further Negative Pledges...........................................................69
                           ---------------------------
ARTICLE VII  EVENTS OF DEFAULT...................................................................................69
         Section 7.1       Events of Default.....................................................................69
                           -----------------
         Section 7.2       Acceleration; Remedies................................................................72
                           ----------------------
ARTICLE VIII  THE AGENT..........................................................................................72
         Section 8.1       Appointment...........................................................................72
                           -----------
         Section 8.2       Delegation of Duties..................................................................72
                           --------------------
</TABLE>




                                                         ii
<PAGE>
<TABLE>
<S>                        <C>                                                                                 <C>
         Section 8.3       Exculpatory Provisions................................................................73
                           ----------------------
         Section 8.4       Reliance by Administrative Agent......................................................73
                           --------------------------------
         Section 8.5       Notice of Default.....................................................................74
                           -----------------
         Section 8.6       Non-Reliance on Administrative Agent and Other Lenders................................74
                           ------------------------------------------------------
         Section 8.7       Indemnification.......................................................................75
                           ---------------
         Section 8.8       Administrative Agent in Its Individual Capacity.......................................75
                           -----------------------------------------------
         Section 8.9       Successor Administrative Agent........................................................75
                           ------------------------------
ARTICLE IX  MISCELLANEOUS........................................................................................76
         Section 9.1       Amendments and Waivers................................................................76
                           ----------------------
         Section 9.2       Notices...............................................................................77
                           -------
         Section 9.3       No Waiver; Cumulative Remedies........................................................79
                           ------------------------------
         Section 9.4       Survival of Representations and Warranties............................................79
                           ------------------------------------------
         Section 9.5       Payment of Expenses and Taxes.........................................................79
                           -----------------------------
         Section 9.6       Successors and Assigns; Participations; Purchasing Lenders............................80
                           ----------------------------------------------------------
         Section 9.7       Adjustments; Set-off..................................................................83
                           --------------------
         Section 9.8       Table of Contents and Section Headings................................................84
                           --------------------------------------
         Section 9.9       Counterparts..........................................................................84
                           ------------
         Section 9.10      Effectiveness.........................................................................84
                           -------------
         Section 9.11      Severability..........................................................................84
                           ------------
         Section 9.12      Integration...........................................................................84
                           -----------
         Section 9.13      Governing Law.........................................................................84
                           -------------
         Section 9.14      Consent to Jurisdiction and Service of Process........................................85
                           ----------------------------------------------
         Section 9.15      Confidentiality.......................................................................85
                           ---------------
         Section 9.16      Acknowledgments.......................................................................86
                           ---------------
         Section 9.17      Waivers of Jury Trial.................................................................86
                           ---------------------
         Section 9.18      USA Patriot Act Notice................................................................86
                           ----------------------
ARTICLE X  GUARANTY..............................................................................................87
         Section 10.1      The Guaranty..........................................................................87
                           ------------
         Section 10.2      Bankruptcy............................................................................87
                           ----------
         Section 10.3      Nature of Liability...................................................................88
                           -------------------
         Section 10.4      Independent Obligation................................................................88
                           ----------------------
         Section 10.5      Authorization.........................................................................88
                           -------------
         Section 10.6      Reliance..............................................................................88
                           --------
         Section 10.7      Waiver................................................................................89
                           ------
         Section 10.8      Limitation on Enforcement.............................................................90
                           -------------------------
</TABLE>


                                                         iii
<PAGE>


Schedules
---------

Schedule 1.1-A            Form of Account Designation Letter
Schedule 1.1-B            Permitted Liens
Schedule 2.1(a)           Schedule of Lenders and Commitments
Schedule 2.1(b)(i)        Form of Notice of Borrowing
Schedule 2.1(e)           Form of Revolving Note
Schedule 2.2(d)           Form of Term Note
Schedule 2.4(d)           Form of Swingline Note
Schedule 2.10             Form of Notice of Conversion/Extension
Schedule 2.18             Form of Section 2.18 Certificate
Schedule 3.13             Subsidiaries
Schedule 3.20             Brokers' Fees
Schedule 3.21             Labor Matters
Schedule 3.24             Material Contracts
Schedule 3.25             Insurance
Schedule 4.1(b)           Form of Secretary's Certificate
Schedule 4.2(f)           Form of Solvency Certificate
Schedule 5.10             Form of Joinder Agreement
Schedule 6.1(b)           Indebtedness
Schedule 6.5              Existing Investments
Schedule 9.2              Lenders' Lending Offices
Schedule 9.6(c)           Form of Commitment Transfer Supplement














                                       iv
<PAGE>


         This CREDIT AGREEMENT is entered into as of December 17, 2003 by and
among INTERMAGNETICS GENERAL CORPORATION, a New York corporation (the
"Borrower") those Domestic Subsidiaries of the Borrower identified as a
"Guarantor" on the signature pages hereto and such other Domestic Subsidiaries
of the Borrower as may from time to time become a party hereto (collectively,
the "Guarantors"), the several banks and other financial institutions as may
from time to time become parties to this Credit Agreement (collectively, the
"Lenders"; and individually, a "Lender"), and WACHOVIA BANK, NATIONAL
ASSOCIATION, as administrative agent for the Lenders hereunder (in such
capacity, the "Administrative Agent").


                              W I T N E S S E T H:

         WHEREAS, the Borrower has requested that the Lenders make loans and
other financial accommodations to the Borrower in the amount of up to
$100,000,000, as more particularly described herein; and

         WHEREAS, the Lenders have agreed to make such loans and other financial
accommodations to the Borrower on the terms and conditions contained herein.

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


                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1       Defined Terms.

         As used in this Credit Agreement, terms defined in the preamble to this
Credit Agreement have the meanings therein indicated, and the following terms
have the following meanings:

         "Account Designation Letter" shall mean the Notice of Account
Designation Letter dated as of the Funding Date from the Borrower to the
Administrative Agent substantially in the form attached hereto as Schedule
1.1-A.

         "Acquired Company" shall mean Invivo Corporation, a Delaware
corporation.

         "Acquisition" shall mean the purchase of the outstanding Capital Stock
of the Acquired Company by the Borrower or a Subsidiary of the Borrower pursuant
to the Acquisition Documents.

         "Acquisition Documents" shall mean that certain Agreement and Plan of
Merger, dated as of December 17, 2003, among Magic Subsidiary Corporation, a
Delaware corporation (a wholly owned Subsidiary of the Borrower), and the
Acquired Company, including all schedules and exhibits hereto and as amended,
modified or supplemented from time to time.





<PAGE>

         "Act" shall have the meaning set forth in Section 9.18.

         "Additional Credit Party" shall mean each Person that becomes a
Guarantor by execution of a Joinder Agreement in accordance with Section 5.10.

         "Administrative Agent" shall have the meaning set forth in the first
paragraph of this Credit Agreement and any successors in such capacity.

         "Affiliate" shall mean as to any Person, any other Person (excluding
any Subsidiary) which, directly or indirectly, is in control of, is controlled
by, or is under common control with, such Person. For purposes of this
definition, a Person shall be deemed to be "controlled by" a Person if such
Person possesses, directly or indirectly, power either (a) to vote ten percent
(10%) or more of the securities having ordinary voting power for the election of
directors of such Person or (b) to direct or cause the direction of the
management and policies of such Person whether by contract or otherwise.

         "Aggregate Revolving Committed Amount" shall have the meaning set forth
in Section 2.1.

         "Alternate Base Rate" shall mean, for any day, a rate per annum equal
to the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof:
"Prime Rate" shall mean, at any time, the rate of interest per annum publicly
announced from time to time by Wachovia at its principal office in Charlotte,
North Carolina as its prime rate. Each change in the Prime Rate shall be
effective as of the opening of business on the day such change in the Prime Rate
occurs. The parties hereto acknowledge that the rate announced publicly by
Wachovia as its Prime Rate is an index or base rate and shall not necessarily be
its lowest or best rate charged to its customers or other banks; and "Federal
Funds Effective Rate" shall mean, for any day, the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published on the next succeeding Business Day, the average of the quotations for
the day of such transactions received by the Administrative Agent from three
federal funds brokers of recognized standing selected by it. If for any reason
the Administrative Agent shall have determined (which determination shall be
conclusive in the absence of manifest error) that it is unable to ascertain the
Federal Funds Effective Rate, for any reason, including the inability or failure
of the Administrative Agent to obtain sufficient quotations in accordance with
the terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition, as appropriate, until the
circumstances giving rise to such inability no longer exist. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective on the opening of business on the date of such
change.







                                        2
<PAGE>

         "Alternate Base Rate Loan" shall mean a Loan that bears interest at an
interest rate based on the Alternate Base Rate.

         "Applicable Percentage" shall mean, for any day, the rate per annum set
forth below opposite the applicable level then in effect:
<TABLE>
<CAPTION>
        ----------- ----------------------- ------------------------- -------------------------  -----------------
                                            Applicable Percentage for Applicable Percentage for
                        Consolidated           Alternate Base Rate         LIBOR Rate
          Level        Leverage Ratio                 Loans                 Loans                  Commitment Fee
        ----------- ----------------------- ------------------------- -------------------------  -----------------
        <S>         <C>                     <C>                       <C>                        <C>
            I           < 1.00 to 1.0               0.00%                   0.75%                    0.20%
        ----------- ----------------------- ------------------------- -------------------------  -----------------
            II          => 1.00 to 1.0              0.00%                   1.00%                    0.25%
                      but < 1.50 to 1.0
        ----------- ----------------------- ------------------------- -------------------------  -----------------
            III          => 1.50 to 1.0             0.50%                   1.50%                    0.30%
                      but < 2.00 to 1.0
        ----------- ----------------------- ------------------------- -------------------------  -----------------
            IV          => 2.00 to 1.0              0.75%                   1.75%                   0.375%
        ----------- ----------------------- ------------------------- -------------------------  -----------------
</TABLE>
         The Applicable Percentage shall be determined and adjusted quarterly on
the date five (5) Business Days after the date on which the Administrative Agent
has received from the Borrower the quarterly financial information and
certifications required to be delivered to the Administrative Agent and the
Lenders in accordance with the provisions of Sections 5.1(b) and 5.2(b) pursuant
to which the Borrower notifies the Administrative Agent of a change in the
applicable pricing level based on the financial information contained therein
(each an "Interest Determination Date"). Such Applicable Percentage shall be
effective from such Interest Determination Date until the next such Interest
Determination Date. The initial Applicable Percentages shall be based on Level
III from the Funding Date through the end of the second complete fiscal quarter
following the Funding Date. If the Borrower shall fail to provide the quarterly
financial information and certifications in accordance with the provisions of
Sections 5.1(b) and 5.2(b), the Applicable Percentage from such Interest
Determination Date shall, on the date five (5) Business Days after the date by
which the Borrower was so required to provide such financial information and
certifications to the Administrative Agent and the Lenders, be based on Level IV
until such time as such information and certifications are provided, whereupon
the Level shall be determined by the then current Consolidated Leverage Ratio.

         "Arranger" shall mean Wachovia Capital Markets, LLC.

         "Asset Disposition" shall mean the disposition of any or all of the
assets (including, without limitation, the Capital Stock of a Subsidiary or any
ownership interest in a joint venture) of any Credit Party or any Subsidiary
whether by sale, lease, transfer or otherwise. The term "Asset Disposition"
shall not include (a) Specified Sales, (b) the sale, lease or transfer of assets
permitted by Section 6.4(a)(iii) or (iv) hereof, or (c) any Equity Issuance.

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

         "Borrower" shall have the meaning set forth in the first paragraph of
this Credit Agreement.

         "Borrowing Date" shall mean, in respect of any Loan, the date such Loan
is made.







                                        3
<PAGE>

         "Business" shall have the meaning set forth in Section 3.11(b).

         "Business Day" shall mean a day other than a Saturday, Sunday or other
day on which commercial banks in Charlotte, North Carolina or New York, New York
are authorized or required by law to close; provided, however, that when used in
connection with a rate determination, borrowing or payment in respect of a LIBOR
Rate Loan, the term "Business Day" shall also exclude any day on which banks in
London, England are not open for dealings in Dollar deposits in the London
interbank market.

         "Capital Lease" shall mean any lease of property, real or personal, the
obligations with respect to which are required to be capitalized on a balance
sheet of the lessee in accordance with GAAP.

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

         "Cash Equivalents" shall mean (a) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve months from the date of acquisition ("Government Obligations"), (b)
U.S. dollar denominated (or foreign currency fully hedged) time deposits,
certificates of deposit, Eurodollar time deposits and Eurodollar certificates of
deposit of (y) any domestic commercial bank of recognized standing having
capital and surplus in excess of $250,000,000 or (z) any bank whose short-term
commercial paper rating from S&P is at least A-1 or the equivalent thereof or
from Moody's is at least P-1 or the equivalent thereof (any such bank being an
"Approved Bank"), in each case with maturities of not more than 364 days from
the date of acquisition, (c) commercial paper and variable or fixed rate notes
issued by any Approved Bank (or by the parent company thereof) or any variable
rate notes issued by, or guaranteed by any domestic corporation rated A-1 (or
the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody's and maturing within six months of the date of acquisition, (d)
repurchase agreements with a bank or trust company (including a Lender) or a
recognized securities dealer having capital and surplus in excess of
$500,000,000 for direct obligations issued by or fully guaranteed by the United
States of America, (e) obligations of any state of the United States or any
political subdivision thereof for the payment of the principal and redemption
price of and interest on which there shall have been irrevocably deposited
Government Obligations maturing as to principal and interest at times and in
amounts sufficient to provide such payment, and (f) auction preferred stock
rated in the highest short-term credit rating category by S&P or Moody's.






                                        4
<PAGE>

         "Change of Control" shall mean (a) any Person or two or more Persons
acting in concert shall have acquired "beneficial ownership," directly or
indirectly, of, or shall have acquired by contract or otherwise, or shall have
entered into a contract or arrangement that, upon consummation, will result in
its or their acquisition of, or control over, Voting Stock of the Borrower (or
other securities convertible into such Voting Stock) representing 30% or more of
the combined voting power of all Voting Stock of the Borrower, or (b) the
Continuing Directors shall cease for any reason to constitute a majority of the
members of the board of directors of the Borrower then in office. As used
herein, "beneficial ownership" shall have the meaning provided in Rule 13d-3 of
the Securities and Exchange Commission under the Securities Exchange Act of
1934.

         "Closing Date" shall mean the date of this Credit Agreement.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Commitment" shall mean the Revolving Commitment, the LOC Commitment,
the Swingline Commitment and the Term Loan Commitment, individually or
collectively, as appropriate.

         "Commitment Fee" shall have the meaning set forth in Section 2.5(a).

         "Commitment Percentage" shall mean the Revolving Commitment Percentage,
the LOC Commitment Percentage and/or the Term Loan Commitment Percentage, as
appropriate.

         "Commitment Period" shall mean the period from and including the
Funding Date to but not including the Maturity Date.

         "Commitment Transfer Supplement" shall mean a Commitment Transfer
Supplement, substantially in the form of Schedule 9.6(c).

         "Commonly Controlled Entity" shall mean an entity, whether or not
incorporated, which is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group which includes the Borrower and
which is treated as a single employer under Section 414 of the Code.

         "Consolidated Capital Expenditures" shall mean, for any period, all
capital expenditures of the Borrower and its Subsidiaries on a consolidated
basis for such period, as determined in accordance with GAAP. The term
"Consolidated Capital Expenditures" shall not include capital expenditures in
respect of the reinvestment of proceeds derived from Recovery Events received by
the Borrower and its Subsidiaries to the extent that such reinvestment is
permitted under the Credit Documents.

         "Consolidated EBITDA" shall mean, as of any date for the four fiscal
quarter period ending on such date with respect to the Borrower and its
Subsidiaries on a consolidated basis, the sum of (a) Consolidated Net Income,
plus (b) an amount which, in the determination of Consolidated Net Income, has
been deducted for (i) Consolidated Interest Expense, (ii) total federal, state,
local and foreign income, value added and similar taxes and (iii) depreciation
and amortization expense, all as determined in accordance with GAAP.






                                        5
<PAGE>

         "Consolidated Fixed Charge Coverage Ratio" shall mean, as of the end of
each fiscal quarter of the Borrower for the four fiscal quarter period ending on
such date with respect to the Borrower and its Subsidiaries on a consolidated
basis, the ratio of (a) Consolidated EBITDA for the applicable period minus
Consolidated Capital Expenditures for the applicable period to (b) the sum of
Consolidated Interest Expense for the applicable period plus Scheduled Funded
Debt Payments for the applicable period plus cash taxes paid during the
applicable period. Notwithstanding the foregoing, for purposes of calculating
the Consolidated Fixed Charge Coverage Ratio for the first three complete fiscal
quarters to occur after the Closing Date, the Consolidated Fixed Charge Coverage
Ratio shall be determined by annualizing the components of the denominator
thereof such that for the first complete fiscal quarter to occur after the
Closing Date such components would be multiplied by four (4), the first two
complete fiscal quarters would be multiplied by two (2) and the first three
complete fiscal quarters would be multiplied by one and one-third (1 1/3).

         "Consolidated Interest Expense" shall mean, for any period, all cash
interest expense of the Borrower and its Subsidiaries (including, without
limitation, the interest component under Capital Leases), as determined in
accordance with GAAP. For purposes hereof, Consolidated Interest Expense for the
first three complete fiscal quarters to occur after the Closing Date shall be
determined by annualizing Consolidated Interest Expense such that for the first
complete fiscal quarter to occur after the Closing Date such components would be
multiplied by four (4), the first two complete fiscal quarters would be
multiplied by two (2) and the first three fiscal quarters would be multiplied by
one and one-third (1 1/3).

         "Consolidated Leverage Ratio" shall mean, as of the end of any fiscal
quarter of the Borrower for the four fiscal quarter period ending on such date
with respect to the Borrower and its Subsidiaries on a consolidated basis, the
ratio of (a) Funded Debt of the Borrower and its Subsidiaries on a consolidated
basis on the last day of such period to (b) Consolidated EBITDA for such period.

         "Consolidated Net Income" means, for the applicable period, net income
of the Borrower and its Subsidiaries on a consolidated basis, as determined in
accordance with GAAP. Unless expressly indicated otherwise, the applicable
period shall be for the four consecutive quarters ending on the date of
computation.

         "Consolidated Net Worth" means, as of any date of computation, (a)
Consolidated Total Assets minus (b) the total liabilities of the Borrower and
its Subsidiaries on a consolidated basis as determined in accordance with GAAP.

         "Consolidated Total Assets" means, on the date of computation, the
amount of total assets of the Borrower and its Subsidiaries, determined for the
Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.

         "Consolidated Working Capital" shall mean with respect to the Borrower
and its Subsidiaries on a consolidated basis, at any time, the excess of (a)
current assets at such time less cash and Cash Equivalents less (b) current
liabilities at such time (excluding current maturities of long-term debt), all
as determined in accordance with GAAP.





                                        6
<PAGE>

         "Continuing Directors" shall mean either during any period of up to 24
consecutive months commencing after the Closing Date, individuals who at the
beginning of such 24 month period were directors of the Borrower (together with
any new director whose election by the Borrower's board of directors or whose
nomination for election by the Borrower's shareholders was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of such period or whose election or nomination for
election was previously so approved).

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

         "Credit Agreement" shall mean this Credit Agreement, as amended,
modified or supplemented from time to time in accordance with its terms.

         "Credit Documents" shall mean this Credit Agreement, each of the Notes,
any Joinder Agreement, the Letters of Credit, LOC Documents and all other
agreements, documents, certificates and instruments delivered to the
Administrative Agent or any Lender by any Credit Party in connection therewith
(other than any agreement, document, certificate or instrument related to a
Hedging Agreement).

         "Credit Party" shall mean any of the Borrower and the Guarantors.

         "Credit Party Obligations" shall mean, without duplication, (a) all of
the obligations of the Credit Parties to the Lenders (including the Issuing
Lender) and the Administrative Agent, whenever arising, under this Credit
Agreement, the Notes or any of the other Credit Documents (including, but not
limited to, any interest accruing after the occurrence of a filing of a petition
of bankruptcy under the Bankruptcy Code with respect to any Credit Party,
regardless of whether such interest is an allowed claim under the Bankruptcy
Code) and (b) all liabilities and obligations, whenever arising, of the Borrower
or any of its Subsidiaries to any Lender, or any Affiliate of a Lender, arising
under any Hedging Agreement permitted pursuant to Section 6.1.

         "Debt Issuance" shall mean the issuance of any Indebtedness for
borrowed money by any Credit Party or any of its Subsidiaries (excluding, for
purposes hereof, any Equity Issuance or any Indebtedness of the Borrower and its
Subsidiaries permitted to be incurred pursuant to Section 6.1 hereof).

         "Default" shall mean any of the events specified in Section 7.1,
whether or not any requirement for the giving of notice or the lapse of time, or
both, or any other condition, has been satisfied.

         "Defaulting Lender" shall mean, at any time, any Lender that, at such
time (a) has failed to make a Loan required pursuant to the term of this Credit
Agreement, including the funding of a Participation Interest in accordance with
the terms hereof, (b) has failed to pay to the Administrative Agent or any
Lender an amount owed by such Lender pursuant to the terms of this Credit
Agreement, or (c) has been deemed insolvent or has become subject to a
bankruptcy or insolvency proceeding or to a receiver, trustee or similar
official.






                                        7
<PAGE>

         "Dollars" and "$" shall mean dollars in lawful currency of the United
States of America.

         "Domestic Lending Office" shall mean, initially, the office of each
Lender designated as such Lender's Domestic Lending Office shown on Schedule
9.2; and thereafter, such other office of such Lender as such Lender may from
time to time specify to the Administrative Agent and the Borrower as the office
of such Lender at which Alternate Base Rate Loans of such Lender are to be made.

         "Domestic Subsidiary" shall mean any Subsidiary that is organized and
existing under the laws of the United States or any state or commonwealth
thereof or under the laws of the District of Columbia.

         "Environmental Laws" shall mean any and all applicable foreign,
Federal, state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental Authority or other
Requirement of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the
environment, as now or may at any time be in effect during the term of this
Credit Agreement.

         "Equity Issuance" shall mean any issuance by any Credit Party or any
Subsidiary to any Person which is not a Credit Party of (a) shares of its
Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of
options or warrants or (c) any shares of its Capital Stock pursuant to the
conversion of any debt securities to equity. The term "Equity Issuance" shall
not include any equity issued in connection with the Acquisition, any Asset
Disposition or any Debt Issuance.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.

         "Eurodollar Reserve Percentage" shall mean for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%) which is in effect for such day as prescribed by the Federal
Reserve Board (or any successor) for determining the maximum reserve requirement
(including without limitation any basic, supplemental or emergency reserves) in
respect of Eurocurrency liabilities, as defined in Regulation D of such Board as
in effect from time to time, or any similar category of liabilities for a member
bank of the Federal Reserve System in New York City.

         "Excess Cash Flow" shall mean, with respect to any fiscal year period
of the Borrower and its Subsidiaries on a consolidated basis, an amount equal to
(a) Consolidated EBITDA for such period minus (b) Consolidated Capital
Expenditures for such period to the extent permitted hereunder minus (c)
Scheduled Funded Debt Payments made during such period minus (d) Consolidated
Interest Expense for such period minus (e) amounts paid in respect of federal,
state, local and foreign income, value added and similar taxes with respect to
such period minus (f) increases (or plus decreases) in Consolidated Working
Capital for such period from the prior period.





                                        8
<PAGE>

         "Event of Default" shall mean any of the events specified in Section
7.1; provided, however, that any requirement for the giving of notice or the
lapse of time, or both, or any other condition, has been satisfied.

         "Extension of Credit" shall mean, as to any Lender, the making of a
Loan by such Lender or the issuance of, or participation in, a Letter of Credit
by such Lender.

         "Federal Funds Effective Rate" shall have the meaning set forth in the
definition of "Alternate Base Rate".

         "Fee Letter" shall mean the letter agreement dated November 11, 2003
addressed to the Borrower from the Administrative Agent and the Arranger, as
amended, modified or otherwise supplemented.

         "Funded Debt" shall mean, with respect to any Person, without
duplication, (a) all Indebtedness of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers entered into
in the ordinary course of business), (d) all obligations of such Person
incurred, issued or assumed as the deferred purchase price of property or
services purchased by such Person (other than trade debt incurred in the
ordinary course of business and due within six months of the incurrence thereof)
which would appear as liabilities on a balance sheet of such Person and
including, in any event, earnout obligations, (e) the principal portion of all
obligations of such Person under Capital Leases, (f) all obligations of such
Person under Hedging Agreements, excluding any portion thereof which would be
accounted for as interest expense under GAAP, (g) the maximum face amount of all
letters of credit issued or bankers' acceptances facilities created for the
account of such Person and, without duplication, all drafts drawn thereunder (to
the extent unreimbursed), (h) all preferred Capital Stock issued by such Person
and which by the terms thereof could be (at the request of the holders thereof
or otherwise) subject to mandatory sinking fund payments, redemption or other
acceleration, (i) the principal balance outstanding under any synthetic lease,
tax retention operating lease, off-balance sheet loan or similar off-balance
sheet financing product, (j) all Indebtedness of others of the type described in
clauses (a) through (i) hereof secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on, or payable out of the proceeds of production from, property owned
or acquired by such Person, whether or not the obligations secured thereby have
been assumed, (k) all Guaranty Obligations of such Person with respect to
Indebtedness of another Person of the type described in clauses (a) through (i)
hereof, and (l) all Indebtedness of the type described in clauses (a) through
(i) hereof of any partnership or unincorporated joint venture in which such
Person is a general partner or a joint venturer; provided, however, that Funded
Debt shall not include Indebtedness among the Credit Parties to the extent such
Indebtedness would be eliminated on a Consolidated basis.






                                        9
<PAGE>

         "Funding Date" shall mean the date upon which all conditions precedent
to funding under Section 4.2 shall have been satisfied, and the initial
Extensions of Credit are made hereunder, which, in any event, shall occur no
later than January 30, 2004.

         "GAAP" shall mean generally accepted accounting principles in effect in
the United States of America applied on a consistent basis, subject, however, in
the case of determination of compliance with the financial covenants set out in
Section 5.9 to the provisions of Section 1.3.

         "Government Acts" shall have the meaning set forth in Section 2.19.

         "Governmental Authority" shall mean any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Guaranty Obligations" shall mean, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (a) to purchase any such Indebtedness or
any property constituting security therefor, (b) to advance or provide funds or
other support for the payment or purchase of any such Indebtedness or to
maintain working capital, solvency or other balance sheet condition of such
other Person (including without limitation keep well agreements, maintenance
agreements, comfort letters or similar agreements or arrangements) for the
benefit of any holder of Indebtedness of such other Person, (c) to lease or
purchase property, securities or services primarily for the purpose of assuring
the holder of such Indebtedness, or (d) to otherwise assure or hold harmless the
holder of such Indebtedness against loss in respect thereof. The amount of any
Guaranty Obligation hereunder shall (subject to any limitations set forth
therein) be deemed to be an amount equal to the outstanding principal amount (or
maximum principal amount, if larger) of the Indebtedness in respect of which
such Guaranty Obligation is made.

         "Guarantor" shall mean any of the Domestic Subsidiaries identified as a
"Guarantor" on the signature pages hereto and the Additional Credit Parties
which execute a Joinder Agreement, together with their successors and permitted
assigns.

         "Guaranty" shall mean the guaranty of the Guarantors set forth in
Article X.

         "Hedging Agreements" shall mean, with respect to any Person, any
agreement entered into to protect such Person against fluctuations in interest
rates, or currency or raw materials values, including, without limitation, any
interest rate swap, cap or collar agreement or similar arrangement between such
Person and one or more counterparties, any foreign currency exchange agreement,
currency protection agreements, commodity purchase or option agreements or other
interest or exchange rate or commodity price hedging agreements.





                                       10
<PAGE>

         "Indebtedness" shall mean, with respect to any Person, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers entered into
in the ordinary course of business), (d) all obligations of such Person issued
or assumed as the deferred purchase price of property or services purchased by
such Person (other than trade debt incurred in the ordinary course of business
and due within six months of the incurrence thereof) which would appear as
liabilities on a balance sheet of such Person, (e) all obligations of such
Person under take-or-pay or similar arrangements or under commodities
agreements, (f) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on, or payable out of the proceeds of production from,
property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed, (g) all Guaranty Obligations of such Person
with respect to Indebtedness of another Person, (h) the principal portion of all
obligations of such Person under Capital Leases plus any accrued interest
thereon, (i) all obligations of such Person under Hedging Agreements, (j) the
maximum amount of all letters of credit issued or bankers' acceptances
facilities created for the account of such Person and, without duplication, all
drafts drawn thereunder (to the extent unreimbursed), (k) all preferred Capital
Stock issued by such Person and which by the terms thereof could be (at the
request of the holders thereof or otherwise) subject to mandatory sinking fund
payments, redemption or other acceleration, (l) the principal balance
outstanding under any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product plus any
accrued interest thereon, and (m) the Indebtedness of any partnership or
unincorporated joint venture in which such Person is a general partner or a
joint venturer.

         "Insolvency" shall mean, with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of such term as used in
Section 4245 of ERISA.

         "Insolvent" shall mean being in a condition of Insolvency.

         "Interest Determination Date" shall have the meaning assigned thereto
in the definition of "Applicable Percentage".

         "Interest Payment Date" shall mean (a) as to any Alternate Base Rate
Loan or Swingline Loan, the last day of each March, June, September and December
and on the applicable Maturity Date, (b) as to any LIBOR Rate Loan having an
Interest Period of three (3) months or less, the last day of such Interest
Period, (c) as to any LIBOR Rate Loan having an Interest Period longer than
three (3) months, each day which is three (3) months after the first day of such
Interest Period and the last day of such Interest Period and (d) as to any
Alternate Base Rate Loan or LIBOR Rate Loan, the Maturity Date.

         "Interest Period" shall mean, with respect to any LIBOR Rate Loan,

                 (a) initially, the period commencing on the Borrowing Date or
        conversion date, as the case may be, with respect to such LIBOR Rate
        Loan and ending one, two, three or six months thereafter, as selected by
        the Borrower in the notice of borrowing or notice of conversion given
        with respect thereto; and






                                       11
<PAGE>

                 (b) thereafter, each period commencing on the last day of the
        immediately preceding Interest Period applicable to such LIBOR Rate Loan
        and ending one, two, three or six months thereafter, as selected by the
        Borrower by irrevocable notice to the Administrative Agent not less than
        three (3) Business Days prior to the last day of the then current
        Interest Period with respect thereto;

                     provided that the foregoing provisions are subject to the
                 following:

                     (i) if any Interest Period pertaining to a LIBOR Rate Loan
                 would otherwise end on a day that is not a Business Day, such
                 Interest Period shall be extended to the next succeeding
                 Business Day unless the result of such extension would be to
                 carry such Interest Period into another calendar month in which
                 event such Interest Period shall end on the immediately
                 preceding Business Day;

                     (ii) any Interest Period pertaining to a LIBOR Rate Loan
                 that begins on the last Business Day of a calendar month (or on
                 a day for which there is no numerically corresponding day in
                 the calendar month at the end of such Interest Period) shall
                 end on the last Business Day of the relevant calendar month;

                     (iii) if the Borrower shall fail to give notice as provided
                 above, the Borrower shall be deemed to have selected an
                 Alternate Base Rate Loan to replace the affected LIBOR Rate
                 Loan;

                     (iv) any Interest Period in respect of any Loan that would
                 otherwise extend beyond the applicable Maturity Date and,
                 further with regard to the Term Loans, no Interest Period shall
                 extend beyond any principal amortization payment date unless
                 the portion of such Term Loan consisting of Alternate Base Rate
                 Loans together with the portion of such Term Loan consisting of
                 LIBOR Rate Loans with Interest Periods expiring prior to or
                 concurrently with the date such principal amortization payment
                 date is due, is at least equal to the amount of such principal
                 amortization payment due on such date; and

                     (v) no more than six (6) LIBOR Rate Loans may be in effect
                 at any time. For purposes hereof, LIBOR Rate Loans with
                 different Interest Periods shall be considered as separate
                 LIBOR Rate Loans, even if they shall begin on the same date and
                 have the same duration, although borrowings, extensions and
                 conversions may, in accordance with the provisions hereof, be
                 combined at the end of existing Interest Periods to constitute
                 a new LIBOR Rate Loan with a single Interest Period.

         "Investment" shall mean any investment, in cash or by delivery of
property made, directly or indirectly in or to any Person, whether by
acquisition of shares of Capital Stock, property, assets, indebtedness or other
obligations or securities or by loan advance, capital contribution or otherwise.

         "Issuing Lender" shall mean Wachovia.





                                       12
<PAGE>

         "Issuing Lender Fees" shall have the meaning set forth in Section
2.5(c).

         "Joinder Agreement" shall mean a Joinder Agreement substantially in the
form of Schedule 5.10, executed and delivered by an Additional Credit Party in
accordance with the provisions of Section 5.10.

         "Lender" shall have the meaning set forth in the first paragraph of
this Credit Agreement.

         "Letters of Credit" shall mean any letter of credit issued by the
Issuing Lender pursuant to the terms hereof, as such Letters of Credit may be
amended, modified, extended, renewed or replaced from time to time.

         "Letter of Credit Fee" shall have the meaning set forth in Section
2.5(b).

         "LIBOR" shall mean, for any LIBOR Rate Loan for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two (2) Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period. If for any reason such
rate is not available, the term "LIBOR" shall mean, for any LIBOR Rate Loan for
any Interest Period therefor, the rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at approximately 11:00 A.M.
(London time) two (2) Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period; provided, however, if more
than one rate is specified on Reuters Screen LIBO Page, the applicable rate
shall be the arithmetic mean of all such rates (rounded upwards, if necessary,
to the nearest 1/100 of 1%). If, for any reason, neither of such rates is
available, then "LIBOR" shall mean the rate per annum at which, as determined by
the Administrative Agent, Dollars in an amount comparable to the Loans then
requested are being offered to leading banks at approximately 11:00 A.M. London
time, two (2) Business Days prior to the commencement of the applicable Interest
Period for settlement in immediately available funds by leading banks in the
London interbank market for a period equal to the Interest Period selected.

         "LIBOR Lending Office" shall mean, initially, the office of each Lender
designated as such Lender's LIBOR Lending Office shown on Schedule 9.2; and
thereafter, such other office of such Lender as such Lender may from time to
time specify to the Administrative Agent and the Borrower as the office of such
Lender at which the LIBOR Rate Loans of such Lender are to be made.

         "LIBOR Rate" shall mean a rate per annum (rounded upwards, if
necessary, to the next higher 1/100th of 1%) determined by the Administrative
Agent pursuant to the following formula:

                  LIBOR Rate =                           LIBOR
                                            ------------------------------------
                                            1.00 - Eurodollar Reserve Percentage





                                       13
<PAGE>

         "LIBOR Rate Loan" shall mean Loans the rate of interest applicable to
which is based on the LIBOR Rate.

         "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement and any
Capital Lease having substantially the same economic effect as any of the
foregoing).

         "Loan" shall mean a Revolving Loan, a Swingline Loan and/or the Term
Loan, as appropriate.

         "LOC Commitment" shall mean the commitment of the Issuing Lender to
issue Letters of Credit and with respect to each Revolving Lender, the
commitment of such Revolving Lender to purchase participation interests in the
Letters of Credit up to such Revolving Lender's LOC Committed Amount as
specified in Schedule 2.1(a), as such amount may be reduced from time to time in
accordance with the provisions hereof.

         "LOC Commitment Percentage" shall mean, for each Revolving Lender, the
percentage identified as its LOC Commitment Percentage on Schedule 2.1(a), as
such percentage may be modified in connection with any assignment made in
accordance with the provisions of Section 9.6(c).

         "LOC Committed Amount" shall mean, collectively, the aggregate amount
of all of the LOC Commitments of the Revolving Lenders to issue and participate
in Letters of Credit as referenced in Section 2.3 and, individually, the amount
of each Revolving Lender's LOC Commitment as specified in Schedule 2.1(a).

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

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

         "Mandatory Borrowing" shall have the meaning set forth in Section
2.3(e) or Section 2.4(b)(ii), as the context may require.

         "Margin Stock" shall have the meaning given such term in Regulation U
of the Board of Governors of the Federal Reserve System of the United States.






                                       14
<PAGE>

         "Material Adverse Effect" shall mean a material adverse effect on (a)
the business, operations, property, condition (financial or otherwise) or
prospects of any of the Borrower and its Subsidiaries taken as a whole, (b) the
ability of the Borrower or any Guarantor to perform its obligations, when such
obligations are required to be performed, under this Credit Agreement, any of
the Notes or any other Credit Document or (c) the validity or enforceability of
this Credit Agreement, any of the Notes or any of the other Credit Documents or
the rights or remedies of the Administrative Agent or the Lenders hereunder or
thereunder.

         "Material Contract" means any contract or other agreement set forth on
Schedule 3.24 and any other contract or agreement, whether written or oral, to
which any Credit Party or any of its Subsidiaries is a party as to which the
breach, nonperformance, cancellation or failure to renew by any party thereto
could reasonably be expected to have a Material Adverse Effect.

         "Material Proceeding" shall mean any litigation, investigation or other
proceeding by or before any Governmental Authority (a) which involves any of the
Credit Documents or any of the transactions contemplated hereby or thereby, or
involves the Borrower or any of its Subsidiaries as a party or the property of
Borrower or any of its Subsidiaries, and could have a Material Adverse Effect if
adversely determined, (b) in which there has been issued an injunction, writ,
temporary restraining order or any other order of any nature which purports to
restrain or enjoin the making of any requested Extension of Credit, the
consummation of any other transaction contemplated by the Credit Documents, or
the enforceability of any provision of any of the Credit Documents, (c) which
involves the actual or alleged breach or violation by the Borrower or any of its
Subsidiaries of, or default by the Borrower or any of its Subsidiaries under,
any Material Contract or (d) which involves the actual or alleged violation by
the Borrower or any of its Subsidiaries of any applicable law.

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

         "Maturity Date" shall mean the fifth anniversary of the Closing Date.

         "Moody's" shall mean Moody's Investors Service, Inc.

         "Multiemployer Plan" shall mean a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

         "Net Cash Proceeds" shall mean the aggregate cash proceeds received by
any Credit Party or any Subsidiary in respect of any Asset Disposition, Equity
Issuance or Debt Issuance, net of (a) direct costs (including, without
limitation, legal, accounting and investment banking fees, and sales
commissions) and (b) taxes paid or payable as a result thereof; it being
understood that "Net Cash Proceeds" shall include, without limitation, any cash
received upon the sale or other disposition of any non-cash consideration
received by any Credit Party or any Subsidiary in any Asset Disposition, Equity
Issuance or Debt Issuance.






                                       15
<PAGE>

         "Note" or "Notes" shall mean the Revolving Notes, the Swingline Note
and/or the Term Notes, collectively, separately or individually, as appropriate.

         "Notice of Borrowing" shall mean the written notice of borrowing as
referenced and defined in Section 2.1(b)(i) or 2.4(b)(i), as appropriate.

         "Notice of Conversion" shall mean the written notice of extension or
conversion as referenced and defined in Section 2.10.

         "Obligations" shall mean, collectively, Loans and LOC Obligations.

         "Participant" shall have the meaning set forth in Section 9.6(b).

         "Participation Interest" shall mean the purchase by a Revolving Lender
of a participation interest in Letters of Credit as provided in Section 2.3 and
in Swingline Loans as provided in Section 2.4.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

         "Permitted Acquisition" shall mean an acquisition or any series of
related acquisitions by a Credit Party of the assets or all of the Capital Stock
of a Person that is incorporated, formed or organized in the United States or
any division, line of business or other business unit of a Person that is
incorporated, formed or organized in the United States (such Person or such
division, line of business or other business unit of such Person referred to
herein as the "Target"), in each case that is in the same line of business (or
assets used in the same line of business) as the Credit Parties and their
Subsidiaries, so long as (a) no Default or Event of Default shall then exist or
would exist after giving effect thereto, (b) the Credit Parties shall have
complied with the documentation requirements for a Permitted Acquisition as set
forth in Section 5.2(f), (c) the Credit Parties shall demonstrate to the
reasonable satisfaction of the Administrative Agent and the Required Lenders
that the Credit Parties will be in compliance on a pro forma basis with all of
the terms and provisions of the financial covenants set forth in Section 5.9,
(d) the Target, if a Person, shall have executed a Joinder Agreement in
accordance with the terms of Section 5.10, (e) the Target has earnings before
interest, taxes, depreciation and amortization for the four fiscal quarter prior
to the acquisition date in an amount greater than $0, (f) such acquisition is
not a "hostile" acquisition and has been approved by the Board of Directors
and/or shareholders of the applicable Credit Party and the Target, (g) after
giving effect to such acquisition, the unused availability under the Aggregate
Revolving Committed Amount shall be greater than or equal to $15,000,000 and (h)
the total consideration (including, without limitation, assumed liabilities,
earnout payments and any other deferred payment) for the assets, Capital Stock,
division, line of business or other business unit acquired in all such
acquisition or series of related acquisitions shall not exceed $50,000,000,
individually or in the aggregate with all other acquisitions made by the Credit
Parties during the term of this Credit Agreement.






                                       16
<PAGE>

         "Permitted Investments" shall mean:

                  (a) cash and Cash Equivalents;

                  (b) receivables owing to the Borrower or any of its
         Subsidiaries or any receivables and advances to suppliers, in each case
         if created, acquired or made in the ordinary course of business and
         payable or dischargeable in accordance with customary trade terms;

                  (c) Investments in and loans to any Credit Parties;

                  (d) Investments in and loans to Subsidiaries of the Borrower
         that are not Guarantors in an aggregate amount not to exceed $1,000,000
         at any time outstanding solely for the purpose of purchasing third
         party debt obligations;

                  (e) loans and advances to employees (other than any officer or
         director) of the Borrower or its Subsidiaries, other than employee
         advances in the ordinary course and/or other loans or advances to
         employees in an aggregate amount not to exceed $250,000 at any time
         outstanding;

                  (f) Investments (including debt obligations) received in
         connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent obligations of, and other
         disputes with, customers and suppliers arising in the ordinary course
         of business;

                  (g) Investments, acquisitions or transactions permitted under
         Section 6.4(b);

                  (h) Hedging Agreements entered into by the Borrower to the
         extent permitted pursuant to Section 6.1;

                  (i) Permitted Acquisitions;

                  (j) Investments of the Borrower existing as of the Closing
         Date and set forth on Schedule 6.5; and

                  (k) other Investments in addition to those permitted by the
         foregoing clauses in an aggregate amount not to exceed $2,500,000 at
         any time outstanding.

         "Permitted Liens" shall mean:

                  (a) Liens created by or otherwise existing, under or in
         connection with this Credit Agreement or the other Credit Documents in
         favor of the Lenders;

                  (b) purchase money Liens securing purchase money indebtedness
         (and refinancings thereof) to the extent permitted under Section
         6.1(c);






                                       17
<PAGE>

                  (c) Liens for taxes, assessments, charges or other
         governmental levies not yet due or as to which the period of grace (not
         to exceed sixty (60) days), if any, related thereto has not expired or
         which are being contested in good faith by appropriate proceedings,
         provided that adequate reserves with respect thereto are maintained on
         the books of the Borrower or its Subsidiaries, as the case may be, in
         conformity with GAAP (or, in the case of Subsidiaries with significant
         operations outside of the United States of America, generally accepted
         accounting principles in effect from time to time in their respective
         jurisdictions of incorporation);

                  (d) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business which are not overdue for a period of more than sixty (60)
         days or which are being contested in good faith by appropriate
         proceedings;

                  (e) pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation and deposits securing liability to insurance carriers under
         insurance or self-insurance arrangements;

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

                  (g) any extension, renewal or replacement (or successive
         extensions, renewals or replacements), in whole or in part, of any
         Lien referred to in the foregoing clauses; provided that such
         extension, renewal or replacement Lien shall be limited to all or a
         part of the property which secured the Lien so extended, renewed or
         replaced (plus improvements on such property);

                  (h) Liens existing on the Closing Date and set forth on
         Schedule 1.1-B; provided that (a) no such Lien shall at any time be
         extended to cover property or assets other than the property or assets
         subject thereto on the Closing Date and (b) the principal amount of the
         Indebtedness secured by such Liens shall not be extended, renewed,
         refunded or refinanced;

                  (i) Liens arising in connection with Capital Leases to the
         extent permitted under Section 6.1(c);

                  (j) Liens on Margin Stock held by the Borrower or any
         Subsidiary in favor of any Person other than the Lenders; and

                  (k) other Liens in addition to those permitted by the
         foregoing clauses securing Indebtedness in an aggregate amount not to
         exceed $2,500,000 at any time outstanding.





                                       18
<PAGE>

         "Person" shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

         "Plan" shall mean, at any particular time, any employee benefit plan
which is covered by Title IV of ERISA and in respect of which the Borrower or a
Commonly Controlled Entity is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.

         "Prime Rate" shall have the meaning set forth in the definition of
Alternate Base Rate.

         "Pro Forma EBITDA" shall mean Consolidated EBITDA of the Borrower and
its Subsidiaries (including the Acquired Company and its Subsidiaries) after
giving effect to the Acquisition for the twelve month period ending on the
Funding Date.

         "Properties" shall have the meaning set forth in Section 3.11(a).

         "Purchasing Lenders" shall have the meaning set forth in Section
9.6(c).

         "Recovery Event" shall mean the receipt by the Borrower or any of its
Subsidiaries of any cash insurance proceeds or condemnation award payable by
reason of theft, loss, physical destruction or damage, taking or similar event
with respect to any of their respective property or assets.

         "Register" shall have the meaning set forth in Section 9.6(d).

         "Related Fund" shall mean, with respect to any Lender or other Person
who invests in commercial bank loans in the ordinary course of business, any
other fund or trust or entity that invests in commercial bank loans in the
ordinary course of business and is advised or managed by such Lender or other
Persons or the same investment advisor as such Lender or by an Affiliate of such
Lender or investment advisor.

         "Reorganization" shall mean, with respect to any Multiemployer Plan,
the condition that such Plan is in reorganization within the meaning of such
term as used in Section 4241 of ERISA.

         "Reportable Event" shall mean any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty-day notice
period is waived under PBGC Reg. ss.4043.

         "Required Lenders" shall mean Lenders holding in the aggregate greater
than 50% of (a) the Commitments (and Participation Interests therein) or (b) if
the Commitments have been terminated, the outstanding Loans and Participation
Interests (including the Participation Interests of the Issuing Lender in any
Letters of Credit and of the Swingline Lender in Swingline Loans) provided,
however, that if any Lender shall be a Defaulting Lender at such time, then
there shall be excluded from the determination of Required Lenders, Obligations
(including Participation Interests) owing to such Defaulting Lender and such
Defaulting Lender's Commitments, or after termination of the Commitments, the
principal balance of the Obligations owing to such Defaulting Lender.





                                       19
<PAGE>

         "Requirement of Law" shall mean, as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, and each law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

         "Responsible Officer" shall mean, as to (a) the Borrower, any of the
President, the Chief Executive Officer or the Chief Financial Officer or (b) any
other Credit Party, any duly authorized officer thereof.

         "Restricted Payment" shall mean (a) any dividend or other distribution,
direct or indirect, on account of any shares of any class of Capital Stock of
the Borrower or any of its Subsidiaries, now or hereafter outstanding, (b) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of Capital
Stock of the Borrower or any of its Subsidiaries, now or hereafter outstanding,
(c) any payment made to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire shares of any class of Capital
Stock of the Borrower or any of its Subsidiaries, now or hereafter outstanding,
(d) any payment with respect to any earnout obligation or (e) any payment or
prepayment of principal of, premium, if any, or interest on, redemption,
purchase, retirement, defeasance, sinking fund or similar payment with respect
to, any Subordinated Debt.

         "Revolving Commitment" shall mean, with respect to each Revolving
Lender, the commitment of such Revolving Lender to make Revolving Loans in an
aggregate principal amount at any time outstanding up to such Revolving Lender's
Revolving Committed Amount.

         "Revolving Commitment Percentage" shall mean, for each Revolving
Lender, the percentage identified as its Revolving Commitment Percentage on
Schedule 2.1(a), as such percentage may be modified in connection with any
assignment made in accordance with the provisions of Section 9.6(c).

         "Revolving Committed Amount" shall mean the amount of each Revolving
Lender's Revolving Commitment as specified on Schedule 2.1(a), as such amount
may be reduced from time to time in accordance with the provisions hereof.

         "Revolving Lender" shall mean, as of any date of determination, each
Lender with a Revolving Commitment greater than $0.

         "Revolving Loans" shall have the meaning set forth in Section 2.1.

         "Revolving Note" or "Revolving Notes" shall mean the promissory notes
of the Borrower in favor of each of the Revolving Lenders evidencing the
Revolving Loans provided pursuant to Section 2.1(e), individually or
collectively, as appropriate, as such promissory notes may be amended, modified,
supplemented, extended, renewed or replaced from time to time.






                                       20
<PAGE>

         "S&P" shall mean Standard & Poor's Ratings Group, a division of McGraw
Hill, Inc.

         "Scheduled Funded Debt Payments" shall mean, as of any date of
determination for the Borrower and its Subsidiaries, the sum of all scheduled
payments of principal on Funded Debt for the applied period ending on the date
of determination (including the principal component of payments due on Capital
Leases during the applicable period ending on the date of determination).

         "Single Employer Plan" shall mean any Plan which is not a Multiemployer
Plan.

         "Specified Sales" shall mean (a) the sale, transfer, lease or other
disposition of inventory and materials in the ordinary course of business and
(b) the sale, transfer or other disposition of Permitted Investments described
in clause (i) of the definition thereof.

         "Subordinated Debt" shall mean any Indebtedness incurred by any Credit
Party which by its terms is specifically subordinated in right of payment to the
prior payment of the Credit Party Obligations.

         "Subsidiary" shall mean, as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Credit Agreement shall
refer to a Subsidiary or Subsidiaries of the Borrower.

         "Swingline Commitment" shall mean the commitment of the Swingline
Lender to make Swingline Loans in an aggregate principal amount at any time
outstanding up to the Swingline Committed Amount, and the commitment of the
Revolving Lenders to purchase participation interests in the Swingline Loans as
provided in Section 2.4(b)(ii), as such amounts may be reduced from time to time
in accordance with the provisions hereof.

         "Swingline Committed Amount" shall mean the amount of the Swingline
Lender's Swingline Commitment as specified in Section 2.4(a).

         "Swingline Lender" shall mean Wachovia.

         "Swingline Loan" or "Swingline Loans" shall have the meaning set forth
in Section 2.4(a).






                                       21
<PAGE>

         "Swingline Note" shall mean the promissory note of the Borrower in
favor of the Swingline Lender evidencing the Swingline Loans provided pursuant
to Section 2.4(d), as such promissory note may be amended, modified,
supplemented, extended, renewed or replaced from time to time.

         "Target" shall have the meaning set forth in the definition of
"Permitted Acquisitions."

         "Taxes" shall have the meaning set forth in Section 2.18.

         "Term Loan" shall have the meaning set forth in Section 2.2(a).

         "Term Loan Commitment" shall mean, with respect to each Term Loan
Lender, the commitment of such Term Loan Lender to make its portion of the Term
Loan in a principal amount equal to such Term Loan Lender's Term Loan Commitment
Percentage of the Term Loan Committed Amount (and for purposes of making
determinations of Required Lenders hereunder after the Funding Date, the
principal amount outstanding on the Term Loan).

         "Term Loan Commitment Percentage" shall mean, for any Term Loan Lender,
the percentage identified as its Term Loan Commitment Percentage on Schedule
2.1(a), as such percentage may be modified in connection with any assignment
made in accordance with the provisions of Section 9.6.

         "Term Loan Committed Amount" shall have the meaning set forth in
Section 2.2(a).

         "Term Loan Lender" shall mean, as of any date of determination, each
Lender that holds a portion of the outstanding Term Loan.

         "Term Note" or "Term Notes" shall mean the promissory notes of the
Borrower in favor of each of the Term Loan Lenders evidencing the portion of the
Term Loan provided pursuant to Section 2.2(d), individually or collectively, as
appropriate, as such promissory notes may be amended, modified, restated,
supplemented, extended, renewed or replaced from time to time.

         "Tranche" shall mean the collective reference to LIBOR Rate Loans whose
Interest Periods begin and end on the same day. A Tranche may sometimes be
referred to as a "LIBOR Tranche".

         "Transfer Effective Date" shall have the meaning set forth in each
Commitment Transfer Supplement.

         "2.18 Certificate" shall have the meaning set forth in Section 2.18.

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






                                       22
<PAGE>

         "Wachovia" shall mean Wachovia Bank, National Association.

         Section 1.2       Other Definitional Provisions.

                  (a) Unless otherwise specified therein, all terms defined in
         this Credit Agreement shall have the defined meanings when used in the
         Notes or other Credit Documents or any certificate or other document
         made or delivered pursuant hereto.

                  (b) The words "hereof", "herein" and "hereunder" and words of
         similar import when used in this Credit Agreement shall refer to this
         Credit Agreement as a whole and not to any particular provision of this
         Credit Agreement, and Section, subsection, Schedule and Exhibit
         references are to this Credit Agreement unless otherwise specified.

                  (c) The meanings given to terms defined herein shall be
         equally applicable to both the singular and plural forms of such terms.

         Section 1.3       Accounting Terms.

         Unless otherwise specified herein, all accounting terms used herein
shall be interpreted, all accounting determinations hereunder shall be made, and
all financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP applied on a basis consistent with the most recent audited
consolidated financial statements of the Borrower delivered to the Lenders;
provided that, if the Borrower shall notify the Administrative Agent that it
wishes to amend any covenant in Section 5.9 to eliminate the effect of any
change in GAAP on the operation of such covenant (or if the Administrative Agent
notifies the Borrower that the Required Lenders wish to amend Section 5.9 for
such purpose), then the Borrower's compliance with such covenant shall be
determined on the basis of GAAP in effect immediately before the relevant change
in GAAP became effective, until either such notice is withdrawn or such covenant
is amended in a manner satisfactory to the Borrower and the Required Lenders.

         The Borrower shall deliver to the Administrative Agent and each Lender
at the same time as the delivery of any annual or quarterly financial statements
given in accordance with the provisions of Section 5.1, (i) a description in
reasonable detail of any material change in the application of accounting
principles employed in the preparation of such financial statements from those
applied in the most recently preceding quarterly or annual financial statements
as to which no objection shall have been made in accordance with the provisions
above and (ii) a reasonable estimate of the effect on the financial statements
on account of such changes in application.

         Notwithstanding the above, the parties hereto acknowledge and agree
that, for purposes of all calculations made in determining compliance for any
applicable period with the financial covenants set forth in Section 5.9, after
consummation of any Permitted Acquisition or any acquisition by the Borrower or
the Acquired Company during the twelve month period prior to the Closing Date,
(i) income statement items and other balance sheet items (whether positive or
negative) attributable to the Target acquired in such transaction shall be
included in such calculations to the extent relating to such applicable period,
and (ii) Indebtedness of a Target which is retired in connection with a
Permitted Acquisition shall be excluded from such calculations and deemed to
have been retired as of the first day of such applicable period.





                                       23
<PAGE>


                                   ARTICLE II

                           THE LOANS; AMOUNT AND TERMS

         Section 2.1       Revolving Loans.

         (a) Revolving Commitment. During the Commitment Period, subject to the
terms and conditions hereof, each Revolving Lender severally agrees to make
revolving credit loans ("Revolving Loans") to the Borrower from time to time in
an aggregate principal amount of up to SEVENTY-FIVE Million DOLLARS
($75,000,000) (as such aggregate maximum amount may be reduced from time to time
as provided in Section 2.6, the "Aggregate Revolving Committed Amount") for the
purposes hereinafter set forth; provided, however, that (i) with regard to each
Revolving Lender individually, the sum of such Revolving Lender's share of
outstanding Revolving Loans plus such Revolving Lender's Revolving Commitment
Percentage of outstanding Swingline Loans plus such Revolving Lender's LOC
Commitment Percentage of LOC Obligations shall not exceed such Revolving
Lender's Revolving Committed Amount, and (ii) with regard to the Revolving
Lenders collectively, the sum of the outstanding Revolving Loans plus
outstanding Swingline Loans plus LOC Obligations shall not exceed the Aggregate
Revolving Committed Amount. Revolving Loans may consist of Alternate Base Rate
Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may
request, and may be repaid and reborrowed in accordance with the provisions
hereof. LIBOR Rate Loans shall be made by each Revolving Lender at its LIBOR
Lending Office and Alternate Base Rate Loans at its Domestic Lending Office.

         (b) Revolving Loan Borrowings.

             (i) Notice of Borrowing. The Borrower may request a Revolving Loan
         borrowing by written notice (or telephone notice promptly confirmed in
         writing which confirmation may be by fax) to the Administrative Agent
         not later than 12:00 noon (New York time) on the Business Day prior to
         the date of requested borrowing in the case of Alternate Base Rate
         Loans, and on the third Business Day prior to the date of the requested
         borrowing in the case of LIBOR Rate Loans. Each such request for
         borrowing shall be irrevocable and shall specify (A) that a Revolving
         Loan is requested, (B) the date of the requested borrowing (which shall
         be a Business Day), (C) the aggregate principal amount to be borrowed,
         (D) whether the borrowing shall be comprised of Alternate Base Rate
         Loans, LIBOR Rate Loans or a combination thereof, and if LIBOR Rate
         Loans are requested, the Interest Period(s) therefor. A form of Notice
         of Borrowing (a "Notice of Borrowing") is attached as Schedule
         2.1(b)(i). If the Borrower shall fail to specify in any such Notice of
         Borrowing (I) an applicable Interest Period in the case of a LIBOR Rate
         Loan, then such notice shall be deemed to be a request for an Interest
         Period of one month, or (II) the type of Revolving Loan requested, then
         such notice shall be deemed to be a request for an Alternate Base Rate
         Loan hereunder. The Administrative Agent shall give notice to each
         Revolving Lender promptly upon receipt of each Notice of Borrowing, the
         contents thereof and each such Revolving Lender's share thereof.





                                       24
<PAGE>

             (ii) Minimum Amounts. Each Revolving Loan which is an Alternate
         Base Rate Loan shall be in a minimum aggregate amount of $1,000,000 and
         in integral multiples of $500,000 in excess thereof (or the remaining
         amount of the Aggregate Revolving Committed Amount, if less). Each
         Revolving Loan which is a LIBOR Rate Loan shall be in a minimum
         aggregate amount of $2,000,000 and in integral multiples of $1,000,000
         in excess thereof (or the remaining amount of the Aggregate Revolving
         Committed Amount, if less).

             (iii) Advances. Each Revolving Lender will make its Revolving
         Commitment Percentage of each Revolving Loan borrowing available to the
         Administrative Agent for the account of the Borrower at the office of
         the Administrative Agent specified in Schedule 9.2, or at such other
         office as the Administrative Agent may designate in writing, by 12:00
         noon (New York time) on the date specified in the applicable Notice of
         Borrowing in Dollars and in funds immediately available to the
         Administrative Agent. Such borrowing will then be made available to the
         Borrower by the Administrative Agent by crediting the account of the
         Borrower on the books of such office with the aggregate of the amounts
         made available to the Administrative Agent by the Revolving Lenders and
         in like funds as received by the Administrative Agent.

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

         (d) Interest. Subject to the provisions of Section 2.9, Revolving Loans
shall bear interest as follows:

             (i) Alternate Base Rate Loans. During such periods as Revolving
         Loans shall be comprised of Alternate Base Rate Loans, each such
         Alternate Base Rate Loan shall bear interest at a per annum rate equal
         to the sum of the Alternate Base Rate plus the Applicable Percentage;
         and

             (ii) LIBOR Rate Loans. During such periods as Revolving Loans shall
         be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear
         interest at a per annum rate equal to the sum of the LIBOR Rate plus
         the Applicable Percentage.

         Interest on Revolving Loans shall be payable in arrears on each
Interest Payment Date.

         (e) Revolving Notes. Each Revolving Lender's Revolving Committed Amount
shall be evidenced by a duly executed promissory note of the Borrower to such
Revolving Lender in substantially the form of Schedule 2.1(e).






                                       25
<PAGE>

         Section 2.2       Term Loan Facility.

         (a) Term Loan. Subject to the terms and conditions hereof and in
reliance upon the representations and warranties set forth herein, each Term
Loan Lender severally agrees to make available to the Borrower on the Funding
Date such Term Loan Lender's Term Loan Commitment Percentage of a term loan in
Dollars (the "Term Loan") in the aggregate principal amount of TWENTY-FIVE
MILLION DOLLARS ($25,000,000) (the "Term Loan Committed Amount") for the
purposes hereinafter set forth. The Term Loan may consist of Alternate Base Rate
Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may
request. The Borrower shall request the initial Term Loan borrowing by written
notice (or telephone notice promptly confirmed in writing which confirmation may
be by fax) to the Administrative Agent not later than 12:00 noon (New York time)
on (i) the Business Day prior to the date of the requested borrowing if the
initial Loans shall be Alternate Base Rate Loans or (ii) three (3) Business Days
prior to the date of the requested borrowing if the initial Loans shall be LIBOR
Rate Loans. LIBOR Rate Loans shall be made by each Term Loan Lender at its LIBOR
Lending Office and Alternate Base Rate Loans at its Domestic Lending Office.
Amounts repaid on the Term Loan may not be reborrowed.

         (b) Repayment of Term Loan. The principal amount of the Term Loan shall
be repaid in twenty (20) consecutive quarterly installments as follows, unless
accelerated sooner pursuant to Section 7.2:

================================ ===============================================
Principal Amortization                             Term Loan
Payment Date                             Principal Amortization Payment
-------------------------------- -----------------------------------------------
March 31, 2004                                      $937,500
-------------------------------- -----------------------------------------------
June 30, 2004                                       $937,500
-------------------------------- -----------------------------------------------
September 30, 2004                                  $937,500
-------------------------------- -----------------------------------------------
December 31, 2004                                   $937,500
-------------------------------- -----------------------------------------------
March 31, 2005                                      $937,500
-------------------------------- -----------------------------------------------
June 30, 2005                                       $937,500
-------------------------------- -----------------------------------------------
September 30, 2005                                  $937,500
-------------------------------- -----------------------------------------------
December 31, 2005                                   $937,500
-------------------------------- -----------------------------------------------
March 31, 2006                                     $1,250,000
-------------------------------- -----------------------------------------------
June 30, 2006                                      $1,250,000
-------------------------------- -----------------------------------------------
September 30, 2006                                 $1,250,000
-------------------------------- -----------------------------------------------
December 31, 2006                                  $1,250,000
-------------------------------- -----------------------------------------------
March 31, 2007                                     $1,562,500
-------------------------------- -----------------------------------------------
June 30, 2007                                      $1,562,500
-------------------------------- -----------------------------------------------





                                       26
<PAGE>

-------------------------------- -----------------------------------------------
September 30, 2007                                 $1,562,500
-------------------------------- -----------------------------------------------
December 31, 2007                                  $1,562,500
-------------------------------- -----------------------------------------------
March 31, 2008                                     $1,562,500
-------------------------------- -----------------------------------------------
June 30, 2008                                      $1,562,500
-------------------------------- -----------------------------------------------
September 30, 2008                                 $1,562,500
-------------------------------- -----------------------------------------------
December 31, 2008                                  $1,562,500
-------------------------------- -----------------------------------------------

         (c) Interest on the Term Loan. Subject to the provisions of Section
2.9, the Term Loan shall bear interest as follows:

             (i) Alternate Base Rate Loans. During such periods as the Term Loan
         shall be comprised of Alternate Base Rate Loans, each such Alternate
         Base Rate Loan shall bear interest at a per annum rate equal to the sum
         of the Alternate Base Rate plus the Applicable Percentage; and

             (ii) LIBOR Rate Loans. During such periods as the Term Loan shall
         be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear
         interest at a per annum rate equal to the sum of the LIBOR Rate plus
         the Applicable Percentage.

         Interest on the Term Loan shall be payable in arrears on each Interest
Payment Date.

         (d) Term Notes. Each Term Loan Lender's Term Loan Commitment Percentage
of the Term Loan Committed Amount shall be evidenced by a duly executed
promissory note of the Borrower to such Term Loan Lender in substantially the
form of Schedule 2.2(d).

         Section 2.3       Letter of Credit Subfacility.

         (a) Issuance. Subject to the terms and conditions hereof and of the LOC
Documents, if any, and any other terms and conditions which the Issuing Lender
may reasonably require, during the Commitment Period the Issuing Lender shall
issue, and the Revolving Lenders shall participate in, Letters of Credit for the
account of the Borrower from time to time upon request in a form acceptable to
the Issuing Lender; provided, however, that (i) the aggregate amount of LOC
Obligations shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the
"LOC Committed Amount"), (ii) the sum of outstanding Revolving Loans plus
outstanding Swingline Loans plus LOC Obligations shall not at any time exceed
the Aggregate Revolving Committed Amount (iii) all Letters of Credit shall be
denominated in U.S. Dollars and (iv) Letters of Credit shall be issued for
lawful corporate purposes and may be issued as standby letters of credit,
including in connection with workers' compensation and other insurance programs,
and trade letters of credit. Except as otherwise expressly agreed upon by all
the Revolving Lenders, no Letter of Credit shall have an original expiry date
more than twelve (12) months from the date of issuance; provided, however, so
long as no Default or Event of Default has occurred and is continuing and
subject to the other terms and conditions to the issuance of Letters of Credit
hereunder, the expiry dates of Letters of Credit may be extended annually or




                                       27
<PAGE>

periodically from time to time on the request of the Borrower or by operation of
the terms of the applicable Letter of Credit to a date not more than twelve (12)
months from the date of extension; provided, further, that no Letter of Credit,
as originally issued or as extended, shall have an expiry date extending beyond
the date that is thirty (30) days prior to the Maturity Date. Each Letter of
Credit shall comply with the related LOC Documents. The issuance and expiry date
of each Letter of Credit shall be a Business Day. Any Letters of Credit issued
hereunder shall be in a minimum original face amount of $100,000. Wachovia shall
be the Issuing Lender on all Letters of Credit issued after the Closing Date.

         (b) Notice and Reports. The request for the issuance of a Letter of
Credit shall be submitted to the Issuing Lender at least five (5) Business Days
prior to the requested date of issuance. The Issuing Lender will promptly upon
request provide to the Administrative Agent for dissemination to the Lenders a
detailed report specifying the Letters of Credit which are then issued and
outstanding and any activity with respect thereto which may have occurred since
the date of any prior report, and including therein, among other things, the
account party, the beneficiary, the face amount, expiry date as well as any
payments or expirations which may have occurred. The Issuing Lender will further
provide to the Administrative Agent promptly upon request copies of the Letters
of Credit. The Issuing Lender will provide to the Administrative Agent promptly
upon request a summary report of the nature and extent of LOC Obligations then
outstanding.

         (c) Participations. Each Revolving Lender upon issuance of a Letter of
Credit shall be deemed to have purchased without recourse a risk participation
from the Issuing Lender in such Letter of Credit and the obligations arising
thereunder and any collateral relating thereto, in each case in an amount equal
to its LOC Commitment Percentage of the obligations under such Letter of Credit
and shall absolutely, unconditionally and irrevocably assume, as primary obligor
and not as surety, and be obligated to pay to the Issuing Lender therefor and
discharge when due, its LOC Commitment Percentage of the obligations arising
under such Letter of Credit. Without limiting the scope and nature of each
Revolving Lender's participation in any Letter of Credit, to the extent that the
Issuing Lender has not been reimbursed as required hereunder or under any LOC
Document, each such Revolving Lender shall pay to the Issuing Lender its LOC
Commitment Percentage of such unreimbursed drawing in same day funds on the day
of notification by the Issuing Lender of an unreimbursed drawing pursuant to the
provisions of subsection (d) hereof. The obligation of each Revolving Lender to
so reimburse the Issuing Lender shall be absolute and unconditional and shall
not be affected by the occurrence of a Default, an Event of Default or any other
occurrence or event. Any such reimbursement shall not relieve or otherwise
impair the obligation of the Borrower to reimburse the Issuing Lender under any
Letter of Credit, together with interest as hereinafter provided.

         (d) Reimbursement. In the event of any drawing under any Letter of
Credit, the Issuing Lender will promptly notify the Borrower and the
Administrative Agent. The Borrower shall reimburse the Issuing Lender on the day
of drawing under any Letter of Credit (with the proceeds of a Revolving Loan
obtained hereunder or otherwise) in same day funds as provided herein or in the
LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as
provided herein, the unreimbursed amount of such drawing shall bear interest at
a per annum rate equal to the Alternate Base Rate plus two percent (2%). Unless






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<PAGE>

the Borrower shall immediately notify the Issuing Lender and the Administrative
Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower
shall be deemed to have requested a Revolving Loan in the amount of the drawing
as provided in subsection (e) hereof, the proceeds of which will be used to
satisfy the reimbursement obligations. The Borrower's reimbursement obligations
hereunder shall be absolute and unconditional under all circumstances
irrespective of any rights of set-off, counterclaim or defense to payment the
Borrower may claim or have against the Issuing Lender, the Administrative Agent,
the Lenders, the beneficiary of the Letter of Credit drawn upon or any other
Person, including without limitation any defense based on any failure of the
Borrower to receive consideration or the legality, validity, regularity or
unenforceability of the Letter of Credit. The Issuing Lender will promptly
notify the other Revolving Lenders of the amount of any unreimbursed drawing and
each Revolving Lender shall promptly pay to the Administrative Agent for the
account of the Issuing Lender in Dollars and in immediately available funds, the
amount of such Revolving Lender's LOC Commitment Percentage of such unreimbursed
drawing. Such payment shall be made on the day such notice is received by such
Revolving Lender from the Issuing Lender if such notice is received at or before
2:00 P.M. (New York time), otherwise such payment shall be made at or before
12:00 Noon (New York time) on the Business Day next succeeding the day such
notice is received. If such Revolving Lender does not pay such amount to the
Issuing Lender in full upon such request, such Revolving Lender shall, on
demand, pay to the Administrative Agent for the account of the Issuing Lender
interest on the unpaid amount during the period from the date of such drawing
until such Revolving Lender pays such amount to the Issuing Lender in full at a
rate per annum equal to, if paid within two (2) Business Days of the date of
drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the
Alternate Base Rate. Each Revolving Lender's obligation to make such payment to
the Issuing Lender, and the right of the Issuing Lender to receive the same,
shall be absolute and unconditional, shall not be affected by any circumstance
whatsoever and without regard to the termination of this Credit Agreement or the
Commitments hereunder, the existence of a Default or Event of Default or the
acceleration of the Credit Party Obligations hereunder and shall be made without
any offset, abatement, withholding or reduction whatsoever.

         (e) Repayment with Revolving Loans. On any day on which the Borrower
shall have requested, or been deemed to have requested, a Revolving Loan to
reimburse a drawing under a Letter of Credit, the Administrative Agent shall
give notice to the Revolving Lenders that a Revolving Loan has been requested or
deemed requested in connection with a drawing under a Letter of Credit, in which
case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans
(each such borrowing, a "Mandatory Borrowing") shall be immediately made
(without giving effect to any termination of the Commitments pursuant to Section
7.2) pro rata based on each Revolving Lender's respective Revolving Commitment
Percentage (determined before giving effect to any termination of the
Commitments pursuant to Section 7.2) and in the case of both clauses (i) and
(ii) the proceeds thereof shall be paid directly to the Issuing Lender for
application to the respective LOC Obligations. Each Revolving Lender hereby
irrevocably agrees to make such Revolving Loans immediately upon any such
request or deemed request on account of each Mandatory Borrowing in the amount
and in the manner specified in the preceding sentence and on the same such date
notwithstanding (i) the amount of Mandatory Borrowing may not comply with the
minimum amount for borrowings of Revolving Loans otherwise required hereunder,
(ii) whether any conditions specified in Section 4.3 are then satisfied, (iii)
whether a Default or an Event of Default then exists, (iv) failure for any such






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<PAGE>

request or deemed request for Revolving Loan to be made by the time otherwise
required in Section 2.1(b), (v) the date of such Mandatory Borrowing, or (vi)
any reduction in the Aggregate Revolving Committed Amount after any such Letter
of Credit may have been drawn upon; provided, however, that in the event any
such Mandatory Borrowing should be less than the minimum amount for borrowings
of Revolving Loans otherwise provided in Section 2.1(b)(ii), the Borrower shall
pay to the Administrative Agent for its own account an administrative fee of
$500. In the event that any Mandatory Borrowing cannot for any reason be made on
the date otherwise required above (including, without limitation, as a result of
the commencement of a proceeding under the Bankruptcy Code), then each such
Revolving Lender hereby agrees that it shall forthwith fund (as of the date the
Mandatory Borrowing would otherwise have occurred, but adjusted for any payments
received from the Borrower on or after such date and prior to such purchase) its
Participation Interests in the outstanding LOC Obligations; provided, further,
that in the event any Revolving Lender shall fail to fund its Participation
Interest on the day the Mandatory Borrowing would otherwise have occurred, then
the amount of such Revolving Lender's unfunded Participation Interest therein
shall bear interest payable by such Revolving Lender to the Issuing Lender upon
demand, at the rate equal to, if paid within two (2) Business Days of such date,
the Federal Funds Effective Rate, and thereafter at a rate equal to the
Alternate Base Rate.

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

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

         Section 2.4       Swingline Loan Subfacility.

         (a) Swingline Commitment. During the Commitment Period, subject to the
terms and conditions hereof, the Swingline Lender, in its individual capacity,
agrees to make certain revolving credit loans to the Borrower (each a "Swingline
Loan" and, collectively, the "Swingline Loans") for the purposes hereinafter set
forth; provided, however, (i) the aggregate amount of Swingline Loans
outstanding at any time shall not exceed FIVE MILLION DOLLARS ($5,000,000) (the
"Swingline Committed Amount"), and (ii) the sum of the outstanding Revolving
Loans plus outstanding Swingline Loans plus LOC Obligations shall not exceed the
Aggregate Revolving Committed Amount. Swingline Loans hereunder may be repaid
and reborrowed in accordance with the provisions hereof.

         (b) Swingline Loan Borrowings.

             (i) Notice of Borrowing and Disbursement. The Swingline Lender will
         make Swingline Loans available to the Borrower on any Business Day upon
         request made by the Borrower not later than 12:00 noon (New York time)
         on such Business Day. A notice of request for Swingline Loan borrowing
         shall be made in the form of Schedule 2.1(b)(i) with appropriate
         modifications. Swingline Loan borrowings hereunder shall be made in
         minimum amounts of $100,000 and in integral amounts of $100,000 in
         excess thereof.






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<PAGE>

             (ii) Repayment of Swingline Loans. Each Swingline Loan borrowing
         shall be due and payable on the Maturity Date. The Swingline Lender
         may, at any time, in its sole discretion, by written notice to the
         Borrower and the Administrative Agent, demand repayment of its
         Swingline Loans by way of a Revolving Loan borrowing, in which case the
         Borrower shall be deemed to have requested a Revolving Loan borrowing
         comprised entirely of Alternate Base Rate Loans in the amount of such
         Swingline Loans; provided, however, that, in the following
         circumstances, any such demand shall also be deemed to have been given
         one Business Day prior to the occurrence thereof (A) the Maturity Date,
         (B) the occurrence of any Event of Default described in Section 7.1(e),
         (C) upon acceleration of the Credit Party Obligations hereunder,
         whether on account of an Event of Default described in Section 7.1(e)
         or any other Event of Default, and (D) the exercise of remedies in
         accordance with the provisions of Section 7.2 hereof (each such
         Revolving Loan borrowing made on account of any such deemed request
         therefor as provided herein being hereinafter referred to as "Mandatory
         Borrowing"). Each Revolving Lender hereby irrevocably agrees to make
         such Revolving Loans promptly upon any such request or deemed request
         on account of each Mandatory Borrowing in the amount and in the manner
         specified in the preceding sentence and on the same such date
         notwithstanding (I) the amount of Mandatory Borrowing may not comply
         with the minimum amount for borrowings of Revolving Loans otherwise
         required hereunder, (II) whether any conditions specified in Section
         4.3 are then satisfied, (III) whether a Default or an Event of Default
         then exists, (IV) failure of any such request or deemed request for
         Revolving Loans to be made by the time otherwise required in Section
         2.1(b)(i), (V) the date of such Mandatory Borrowing, or (VI) any
         reduction in the Revolving Committed Amount or termination of the
         Revolving Commitments immediately prior to such Mandatory Borrowing or
         contemporaneously therewith. In the event that any Mandatory Borrowing
         cannot for any reason be made on the date otherwise required above
         (including, without limitation, as a result of the commencement of a
         proceeding under the Bankruptcy Code), then each Revolving Lender
         hereby agrees that it shall forthwith purchase (as of the date the
         Mandatory Borrowing would otherwise have occurred, but adjusted for any
         payments received from the Borrower on or after such date and prior to
         such purchase) from the Swingline Lender such participations in the
         outstanding Swingline Loans as shall be necessary to cause each such
         Revolving Lender to share in such Swingline Loans ratably based upon
         its respective Revolving Commitment Percentage (determined before
         giving effect to any termination of the Commitments pursuant to Section
         7.2). provided that (A) all interest payable on the Swingline Loans
         shall be for the account of the Swingline Lender until the date as of
         which the respective participation is purchased, and (B) at the time
         any purchase of participations pursuant to this sentence is actually
         made, the purchasing Revolving Lender shall be required to pay to the
         Swingline Lender interest on the principal amount of such participation
         purchased for each day from and including the day upon which the
         Mandatory Borrowing would otherwise have occurred to but excluding the
         date of payment for such participation, at the rate equal to, if paid
         within two (2) Business Days of the date of the Mandatory Borrowing,
         the Federal Funds Effective Rate, and thereafter at a rate equal to the
         Alternate Base Rate.





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<PAGE>

         (c) Interest on Swingline Loans. Subject to the provisions of Section
2.9, Swingline Loans shall bear interest at a per annum rate equal to the
Alternate Base Rate plus the applicable Percentage for Revolving Loans that are
Alternate Base Rate Loans. Interest on Swingline Loans shall be payable in
arrears on each Interest Payment Date.

         (d) Swingline Note. The Swingline Loans shall be evidenced by a duly
executed promissory note of the Borrower to the Swingline Lender in the original
amount of the Swingline Committed Amount and substantially in the form of
Schedule 2.4(d).

         Section 2.5       Fees.

         (a) Commitment Fee. In consideration of the Revolving Commitments, the
Borrower agrees to pay to the Administrative Agent for the ratable benefit of
the Revolving Lenders a commitment fee (the "Commitment Fee") in an amount equal
to the Applicable Percentage per annum on the average daily unused amount of the
Aggregate Revolving Committed Amount. For purposes of computation of the
Commitment Fee, LOC Obligations shall be considered usage of the Aggregate
Revolving Committed Amount but Swingline Loans shall not be considered usage of
the Aggregate Revolving Committed Amount. The Commitment Fee shall be payable
quarterly in arrears on the 15th day following the last day of each calendar
quarter for the prior calendar quarter.

         (b) Letter of Credit Fees. In consideration of the LOC Commitments, the
Borrower agrees to pay to the Issuing Lender a fee (the "Letter of Credit Fee")
equal to the Applicable Percentage per annum on the average daily maximum amount
available to be drawn under each Letter of Credit from the date of issuance to
the date of expiration. The Issuing Lender shall promptly pay over to the
Administrative Agent for the ratable benefit of the Revolving Lenders (including
the Issuing Lender) the Letter of Credit Fee. The Letter of Credit Fee shall be
payable quarterly in arrears on the 15th day following the last day of each
calendar quarter for the prior calendar quarter.

         (c) Issuing Lender Fees. The Issuing Lender may charge, and retain for
its own account without sharing by the other Lenders, an additional facing fee
of one-eighth of one percent (.125%) per annum on the average daily maximum
amount available to be drawn under each such Letter of Credit issued by it. In
addition, the Borrower shall pay to the Issuing Lender for its own account
without sharing by the other Lenders the reasonable and customary charges from
time to time of the Issuing Lender with respect to the amendment, transfer,
administration, cancellation and conversion of, and drawings under, such Letters
of Credit (collectively, the "Issuing Lender Fees").

         (d) Administrative Fee. The Borrower agrees to pay to the
Administrative Agent the annual administrative fee as described in the Fee
Letter.








                                       32
<PAGE>


         Section 2.6       Commitment Reductions.

         (a) Voluntary Reductions. The Borrower shall have the right to
terminate or permanently reduce the unused portion of the Aggregate Revolving
Committed Amount at any time or from time to time upon not less than five
Business Days' prior notice to the Administrative Agent (which shall notify the
Revolving Lenders thereof as soon as practicable) of each such termination or
reduction, which notice shall specify the effective date thereof and the amount
of any such reduction which shall be in a minimum amount of $2,000,000 or a
whole multiple of $1,000,000 in excess thereof and shall be irrevocable and
effective upon receipt by the Administrative Agent, provided that no such
reduction or termination shall be permitted if after giving effect thereto, and
to any prepayments of the Loans made on the effective date thereof, the sum of
the outstanding Revolving Loans plus outstanding Swingline Loans plus LOC
Obligations would exceed the Aggregate Revolving Committed Amount.

         (b) Maturity Date. The Revolving Commitment, the Swingline Commitment
and the LOC Commitment shall automatically terminate on the Maturity Date.

         Section 2.7       Prepayments.

         (a) Optional Prepayments. The Borrower shall have the right to prepay
Loans in whole or in part from time to time; provided, however, that each
partial prepayment of a Revolving Loan and the Term Loan shall be in a minimum
principal amount of $1,000,000 and integral multiples of $500,000 in excess
thereof, and each partial prepayment of a Swingline Loan shall be in a minimum
principal amount of $100,000 and integral multiples of $100,000 in excess
thereof. The Borrower shall give three Business Days' irrevocable notice in the
case of LIBOR Rate Loans and same-day irrevocable notice on any Business Day in
the case of Alternate Base Rate Loans, to the Administrative Agent (which shall
notify the Lenders thereof as soon as practicable). To the extent that the
Borrower elects to prepay the Term Loans, amounts prepaid under this Section
2.7(a) shall be applied first pro rata to the Term Loan (ratably to the
remaining principal installments thereof) and then (after the Term Loan have
been paid in full) to the Revolving Loans, in each case first to Alternate Base
Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period
maturities. All prepayments under this Section 2.7(a) shall be subject to
Section 2.17, but otherwise without premium or penalty. Interest on the
principal amount prepaid shall be payable on the next occurring Interest Payment
Date that would have occurred had such loan not been prepaid or, at the request
of the Administrative Agent, interest on the principal amount prepaid shall be
payable on any date that a prepayment is made hereunder through the date of
prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may
be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term
Loan may not be reborrowed.

         (b) Mandatory Prepayments.

             (i) Aggregate Revolving Committed Amount. If at any time after the
         Closing Date, the sum of the outstanding Revolving Loans plus
         outstanding Swingline Loans plus LOC Obligations shall exceed the
         Aggregate Revolving Committed Amount, the Borrower immediately shall
         prepay the Loans in an amount sufficient to eliminate such excess (any
         such prepayment to be applied as set forth in clause (vii) below).





                                       33
<PAGE>

             (ii) Asset Dispositions. Promptly following any Asset Disposition
         in excess of $500,000 in any fiscal year, the Borrower shall prepay the
         Loans in an aggregate amount equal to the Net Cash Proceeds derived
         from such Asset Disposition (such prepayment to be applied as set forth
         in clause (vii) below); provided, however, that such Net Cash Proceeds
         shall not be required to be so applied to the extent (A) such Asset
         Disposition is in the ordinary course of the Borrower's business or (B)
         the Borrower delivers to the Administrative Agent a certificate stating
         that the Borrower intends to use such Net Cash Proceeds to acquire
         fixed or capital assets in replacement of the disposed assets within
         180 days of the receipt of such Net Cash Proceeds, it being expressly
         agreed that any Net Cash Proceeds not so reinvested during such period
         shall be applied to repay the Loans immediately thereafter.

             (iii) Issuances. Immediately upon receipt by any Credit Party of
         proceeds from (A) any Debt Issuance, the Borrower shall prepay the
         Loans and cash collateralize the LOC Obligations in an aggregate amount
         equal to one hundred percent (100%) of the Net Cash Proceeds of such
         Debt Issuance to the Lenders (such prepayment to be applied as set
         forth in clause (vii) below) or (B) any Equity Issuance, the Borrower
         shall prepay the Loans and cash collateralize the LOC Obligations in an
         aggregate amount equal to one hundred percent (100%) of the Net Cash
         Proceeds of such Equity Issuance (such prepayment to be applied as set
         forth in clause (vii) below) ); provided, however, that no prepayment
         shall be required under this subsection if the Consolidated Leverage
         Ratio is less than or equal to 2.25 to 1.0 on a pro forma basis.

             (iv) Recovery Event. To the extent of cash proceeds received in
         connection with a Recovery Event which are in excess of $500,000 in the
         aggregate and which are not applied in accordance with Section
         6.4(a)(ii), immediately following the 180th day occurring after the
         receipt by a Credit Party of such cash proceeds, the Borrower shall
         prepay the Loans in an aggregate amount equal to one-hundred percent
         (100%) of such cash proceeds to the Lenders (any such prepayment to be
         applied as set forth in clause (vii) below).

             (v) Excess Cash Flow. Within 90 days after the end of each fiscal
         year (commencing with the fiscal year ending May 31, 2004), the
         Borrower shall prepay the Loans in an amount equal to fifty percent
         (50%) of the Excess Cash Flow earned during such prior fiscal year
         (such prepayments to be applied as set forth in clause (vii) below);
         provided, however, that if the Consolidated Leverage Ratio is less than
         or equal to 2.00 to 1.0 as of the end of such fiscal year, any Excess
         Cash Flow earned during such prior fiscal year shall not be subject to
         such mandatory prepayment requirements.

             (vi) Liens on Margin Stock. Promptly following any Credit Party
         contracting, creating, incurring, assuming or permitting to exist any
         Lien on any Margin Stock owned by any Credit Party, the Borrower shall
         prepay the Loans in an aggregate amount equal to one-hundred percent
         (100%) of the aggregate amount of Indebtedness secured by such Lien
         (any such prepayment to be applied as set forth in clause (vii) below).






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<PAGE>

             (vii) Application of Mandatory Prepayments. All amounts required to
         be paid pursuant to this Section 2.7(b) shall be applied as follows:
         (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i),
         to the Revolving Loans and then (after all Revolving Loans have been
         repaid) to a cash collateral account in respect of LOC Obligations, (B)
         with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii)
         through (vi), (1) first, to the Term Loan (in inverse order of maturity
         dates); and (2) second, to the Revolving Loans without a corresponding
         reduction in the Revolving Commitments and (after all Revolving Loans
         have been repaid) to a cash collateral account in respect of LOC
         Obligations. Within the parameters of the applications set forth above,
         prepayments shall be applied first to Alternate Base Rate Loans and
         then to LIBOR Rate Loans in direct order of Interest Period maturities.
         All prepayments under this Section 2.7(b) shall be subject to Section
         2.17 and be accompanied by interest on the principal amount prepaid
         through the date of prepayment.

         (c) Hedging Obligations Unaffected. Any prepayment made pursuant to
this Section 2.7 shall not affect the Borrower's obligation to continue to make
payments under any Hedging Agreement, which shall remain in full force and
effect notwithstanding such prepayment, subject to the terms of such Hedging
Agreement.

         Section 2.8       Minimum Principal Amount of Tranches.

         All borrowings, payments and prepayments in respect of Revolving Loans
and the Term Loan shall be in such amounts and be made pursuant to such
elections so that after giving effect thereto the aggregate principal amount of
the Revolving Loans and the Term Loan comprising any Tranche shall be (a) with
respect to Alternate Base Rate Loans, $1,000,000 or a whole multiple of $500,000
in excess thereof and (b) with respect to LIBOR Rate Loans, $2,000,000 or a
whole multiple of $1,000,000 in excess thereof.

         Section 2.9       Default Rate and Payment Dates.

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

         Section 2.10      Conversion Options.

         (a) The Borrower may, in the case of Revolving Loans and the Term Loan,
elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate
Loans, by giving the Administrative Agent at least three (3) Business Days'
prior irrevocable written notice of such election. A form of Notice of
Conversion/Extension is attached as Schedule 2.10. If the date upon which an





                                       35
<PAGE>

Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a
Business Day, then such conversion shall be made on the next succeeding Business
Day and during the period from such last day of an Interest Period to such
succeeding Business Day such Loan shall bear interest as if it were an Alternate
Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be
converted as provided herein, provided that (i) no Loan may be converted into a
LIBOR Rate Loan when any Default or Event of Default has occurred and is
continuing and (ii) partial conversions shall be in an aggregate principal
amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof.

         (b) Any LIBOR Rate Loans may be continued as such upon the expiration
of an Interest Period with respect thereto by compliance by the Borrower with
the notice provisions contained in Section 2.10(a); provided, that no LIBOR Rate
Loan may be continued as such when any Default or Event of Default has occurred
and is continuing, in which case such Loan shall be automatically converted to
an Alternate Base Rate Loan at the end of the applicable Interest Period with
respect thereto. If the Borrower shall fail to give timely notice of an election
to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not
permitted hereunder, such LIBOR Rate Loans shall be automatically converted to
Alternate Base Rate Loans at the end of the applicable Interest Period with
respect thereto.

         Section 2.11      Computation of Interest and Fees.

         (a) Interest payable hereunder with respect to Alternate Base Rate
Loans shall be calculated on the basis of a year of 365 days (or 366 days, as
applicable) for the actual days elapsed. All other fees, interest and all other
amounts payable hereunder shall be calculated on the basis of a 360 day year for
the actual days elapsed. The Administrative Agent shall as soon as practicable
notify the Borrower and the Lenders of each determination of a LIBOR Rate on the
Business Day of the determination thereof. Any change in the interest rate on a
Loan resulting from a change in the Alternate Base Rate shall become effective
as of the opening of business on the day on which such change in the Alternate
Base Rate shall become effective. The Administrative Agent shall as soon as
practicable notify the Borrower and the Lenders of the effective date and the
amount of each such change.

         (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Credit Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the computations used by the Administrative Agent
in determining any interest rate.

         Section 2.12      Pro Rata Treatment and Payments.

         (a) Each borrowing of Revolving Loans and any reduction of the
Revolving Commitments shall be made pro rata according to the respective
Revolving Commitment Percentages of the Revolving Lenders. Each payment under
this Credit Agreement or any Note shall be applied, first, to any fees then due
and owing by the Borrower pursuant to Section 2.5, second, to interest then due
and owing in respect of the Notes of the Borrower and, third, to principal then
due and owing hereunder and under the Notes of the Borrower. Each payment on





                                       36
<PAGE>

account of any fees pursuant to Section 2.5 shall be made pro rata in accordance
with the respective amounts due and owing (except as to the portion of the
Letter of Credit Fees retained by the Issuing Lender and the Issuing Lender
Fees). Each payment (other than prepayments) by the Borrower on account of
principal of and interest on the Revolving Loans and on the Term Loan shall be
made pro rata according to the respective amounts due and owing. Prepayments
made pursuant to Section 2.15 shall be applied in accordance with such section.
Each mandatory prepayment on account of principal of the Loans shall be applied
in accordance with Section 2.7(b). All payments (including prepayments) to be
made by the Borrower on account of principal, interest and fees shall be made
without defense, set-off or counterclaim (except as provided in Section 2.18(b))
and shall be made to the Administrative Agent for the account of the Lenders at
the Administrative Agent's office specified on Schedule 9.2 in Dollars and in
immediately available funds not later than 12:00 noon (New York time) on the
date when due. The Administrative Agent shall distribute such payments to the
Lenders entitled thereto promptly upon receipt in like funds as received. If any
payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and
payable on a day other than a Business Day, such payment shall be extended to
the next succeeding Business Day, and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day unless the result of such extension would be to extend
such payment into another calendar month, in which event such payment shall be
made on the immediately preceding Business Day.

         (b) Allocation of Payments After Event of Default. Notwithstanding any
other provisions of this Credit Agreement to the contrary, after the exercise of
remedies by the Administrative Agent or the Lenders pursuant to Section 7.2 (or
after the Commitments shall automatically terminate and the Loans (with accrued
interest thereon) and all other amounts under the Credit Documents (including
without limitation the maximum amount of all contingent liabilities under
Letters of Credit) shall automatically become due and payable in accordance with
the terms of such Section), all amounts collected or received by the
Administrative Agent or any Lender on account of the Credit Party Obligations or
any other amounts outstanding under any of the Credit Documents shall be paid
over or delivered as follows:

                  FIRST, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation reasonable attorneys' fees)
         of the Administrative Agent in connection with enforcing the rights of
         the Lenders under the Credit Documents;

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

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

                  FOURTH, to the payment of all of the Credit Party Obligations
         consisting of accrued fees and interest, and including with respect to
         any Hedging Agreement between any Credit Party and any Lender, or any
         Affiliate of a Lender, to the extent such Hedging Agreement is
         permitted by Section 6.1, any fees, premiums and scheduled periodic
         payments due under such Hedging Agreement and any interest accrued
         thereon;






                                       37
<PAGE>

                  FIFTH, to the payment of the outstanding principal amount of
         the Credit Party Obligations and the payment or cash collateralization
         of the outstanding LOC Obligations, and including with respect to any
         Hedging Agreement between any Credit Party and any Lender, or any
         Affiliate of a Lender, to the extent such Hedging Agreement is
         permitted by Section 6.1, any breakage, termination or other payments
         due under such Hedging Agreement and any interest accrued thereon;

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

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

         In carrying out the foregoing, (i) amounts received shall be applied in
         the numerical order provided until exhausted prior to application to
         the next succeeding category; (ii) each of the Lenders shall receive an
         amount equal to its pro rata share (based on the proportion that the
         then outstanding Loans and LOC Obligations held by such Lender bears to
         the aggregate then outstanding Loans and LOC Obligations) of amounts
         available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH"
         and "SIXTH" above; and (iii) to the extent that any amounts available
         for distribution pursuant to clause "FIFTH" above are attributable to
         the issued but undrawn amount of outstanding Letters of Credit, such
         amounts shall be held by the Administrative Agent in a cash collateral
         account and applied (A) first, to reimburse the Issuing Lender from
         time to time for any drawings under such Letters of Credit and (B)
         then, following the expiration of all Letters of Credit, to all other
         obligations of the types described in clauses "FIFTH" and "SIXTH" above
         in the manner provided in this Section 2.12(b).

         Section 2.13      Non-Receipt of Funds by the Administrative Agent.

         (a) Unless the Administrative Agent shall have been notified in writing
by a Lender prior to the date a Loan is to be made by such Lender (which notice
shall be effective upon receipt) that such Lender does not intend to make the
proceeds of such Loan available to the Administrative Agent, the Administrative
Agent may assume that such Lender has made such proceeds available to the
Administrative Agent on such date, and the Administrative Agent may in reliance
upon such assumption (but shall not be required to) make available to the
Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent, the Administrative Agent shall be
able to recover such corresponding amount from such Lender. If such Lender does
not pay such corresponding amount forthwith upon the Administrative Agent's
demand therefor, the Administrative Agent will promptly notify the Borrower, and
the Borrower shall immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
from the Lender or the Borrower, as the case may be, interest on such




                                       38
<PAGE>

corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower to the
date such corresponding amount is recovered by the Administrative Agent at a per
annum rate equal to (i) from the Borrower at the applicable rate for the
applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender
at the Federal Funds Effective Rate.

         (b) Unless the Administrative Agent shall have been notified in writing
by the Borrower, prior to the date on which any payment is due from it hereunder
(which notice shall be effective upon receipt) that the Borrower does not intend
to make such payment, the Administrative Agent may assume that the Borrower has
made such payment when due, and the Administrative Agent may in reliance upon
such assumption (but shall not be required to) make available to each Lender on
such payment date an amount equal to the portion of such assumed payment to
which such Lender is entitled hereunder, and if the Borrower has not in fact
made such payment to the Administrative Agent, such Lender shall, on demand,
repay to the Administrative Agent the amount made available to such Lender. If
such amount is repaid to the Administrative Agent on a date after the date such
amount was made available to such Lender, such Lender shall pay to the
Administrative Agent on demand interest on such amount in respect of each day
from the date such amount was made available by the Administrative Agent to such
Lender to the date such amount is recovered by the Administrative Agent at a per
annum rate equal to the Federal Funds Effective Rate.

         (c) A certificate of the Administrative Agent submitted to the Borrower
or any Lender with respect to any amount owing under this Section 2.13 shall be
conclusive in the absence of manifest error.

         Section 2.14      Inability to Determine Interest Rate.

         Notwithstanding any other provision of this Credit Agreement, if (i)
the Administrative Agent shall reasonably determine (which determination shall
be conclusive and binding absent manifest error) that, by reason of
circumstances affecting the relevant market, reasonable and adequate means do
not exist for ascertaining LIBOR for such Interest Period, or (ii) the Required
Lenders shall reasonably determine (which determination shall be conclusive and
binding absent manifest error) that the LIBOR Rate does not adequately and
fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the
Borrower has requested be outstanding as a LIBOR Tranche during such Interest
Period, the Administrative Agent shall forthwith give telephone notice of such
determination, confirmed in writing, to the Borrower, and the Lenders at least
two Business Days prior to the first day of such Interest Period. Unless the
Borrower shall have notified the Administrative Agent upon receipt of such
telephone notice that it wishes to rescind or modify its request regarding such
LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate Loans
shall be made as Alternate Base Rate Loans and any Loans that were requested to
be converted into or continued as LIBOR Rate Loans shall remain as or be
converted into Alternate Base Rate Loans. Until any such notice has been
withdrawn by the Administrative Agent, no further Loans shall be made as,
continued as, or converted into, LIBOR Rate Loans for the Interest Periods so
affected.






                                       39
<PAGE>

         Section 2.15      Illegality.

         Notwithstanding any other provision of this Credit Agreement, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof by the relevant Governmental Authority to any Lender shall
make it unlawful for such Lender or its LIBOR Lending Office to make or maintain
LIBOR Rate Loans as contemplated by this Credit Agreement or to obtain in the
interbank eurodollar market through its LIBOR Lending Office the funds with
which to make such Loans, (a) such Lender shall promptly notify the
Administrative Agent and the Borrower thereof, (b) the commitment of such Lender
hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such shall
forthwith be suspended until the Administrative Agent shall give notice that the
condition or situation which gave rise to the suspension shall no longer exist,
and (c) such Lender's Loans then outstanding as LIBOR Rate Loans, if any, shall
be converted on the last day of the Interest Period for such Loans or within
such earlier period as required by law as Alternate Base Rate Loans. The
Borrower hereby agrees to promptly pay any Lender, upon its demand, any
additional amounts necessary to compensate such Lender for actual and direct
costs (but not including anticipated profits) reasonably incurred by such Lender
in making any repayment in accordance with this Section including, but not
limited to, any interest or fees payable by such Lender to lenders of funds
obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A
certificate as to any additional amounts payable pursuant to this Section
submitted by such Lender, through the Administrative Agent, to the Borrower
shall be conclusive in the absence of manifest error. Each Lender agrees to use
reasonable efforts (including reasonable efforts to change its LIBOR Lending
Office) to avoid or to minimize any amounts which may otherwise be payable
pursuant to this Section; provided, however, that such efforts shall not cause
the imposition on such Lender of any additional costs or legal or regulatory
burdens deemed by such Lender in its sole discretion to be material.

         Section 2.16      Requirements of Law.

         (a) If the adoption of or any change in any Requirement of Law or in
the interpretation or application thereof or compliance by any Lender with any
request or directive (whether or not having the force of law) from any central
bank or other Governmental Authority made subsequent to the date hereof:

             (i) shall subject such Lender to any tax of any kind whatsoever
         with respect to any Letter of Credit or any application relating
         thereto, any LIBOR Rate Loan made by it, or change the basis of
         taxation of payments to such Lender in respect thereof (except for
         changes in the rate of tax on the overall net income of such Lender);

             (ii) shall impose, modify or hold applicable any reserve, special
         deposit, compulsory loan or similar requirement against assets held by,
         deposits or other liabilities in or for the account of, advances, loans
         or other extensions of credit by, or any other acquisition of funds by,
         any office of such Lender which is not otherwise included in the
         determination of the LIBOR Rate hereunder; or

             (iii) shall impose on such Lender any other condition;






                                       40
<PAGE>

and the result of any of the foregoing is to increase the cost to such Lender of
making or maintaining LIBOR Rate Loans or the Letters of Credit or to reduce any
amount receivable hereunder or under any Note, then, in any such case, the
Borrower shall promptly pay such Lender, upon its demand, any additional amounts
necessary to compensate such Lender for such additional cost or reduced amount
receivable which such Lender reasonably deems to be material as determined by
such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A
certificate as to any additional amounts payable pursuant to this Section
submitted by such Lender, through the Administrative Agent, to the Borrower
shall be conclusive in the absence of manifest error. Each Lender agrees to use
reasonable efforts (including reasonable efforts to change its Domestic Lending
Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any
amounts which might otherwise be payable pursuant to this paragraph of this
Section; provided, however, that such efforts shall not cause the imposition on
such Lender of any additional costs or legal or regulatory burdens deemed by
such Lender to be material.

         (b) If any Lender shall have reasonably determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any central bank
or Governmental Authority made subsequent to the date hereof does or shall have
the effect of reducing the rate of return on such Lender's or such corporation's
capital as a consequence of its obligations hereunder to a level below that
which such Lender or such corporation could have achieved but for such adoption,
change or compliance (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy) by an amount reasonably
deemed by such Lender to be material, then from time to time, within fifteen
(15) days after demand by such Lender, the Borrower shall pay to such Lender
such additional amount as shall be certified by such Lender as being required to
compensate it for such reduction. Such a certificate as to any additional
amounts payable under this Section submitted by a Lender (which certificate
shall include a description of the basis for the computation), through the
Administrative Agent, to the Borrower shall be conclusive absent manifest error.

         (c) The agreements in this Section 2.16 shall survive the termination
of this Credit Agreement and payment of the Credit Party Obligations.

         Section 2.17      Indemnity.

         The Borrower hereby agrees to indemnify each Lender and to hold such
Lender harmless from any funding loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Borrower in payment of the
principal amount of or interest on any Loan by such Lender in accordance with
the terms hereof, (b) default by the Borrower in accepting a borrowing after the
Borrower has given a notice in accordance with the terms hereof, (c) default by
the Borrower in making any prepayment after the Borrower has given a notice in
accordance with the terms hereof, and/or (d) the making by the Borrower of a
prepayment of a Loan, or the conversion thereof, on a day which is not the last
day of the Interest Period with respect thereto, in each case including, but not
limited to, any such loss or expense arising from interest or fees payable by





                                       41
<PAGE>

such Lender to lenders of funds obtained by it in order to maintain its Loans
hereunder. A certificate as to any additional amounts payable pursuant to this
Section submitted by any Lender, through the Administrative Agent, to the
Borrower shall be conclusive in the absence of manifest error. The agreements in
this Section shall survive termination of this Credit Agreement and payment of
the Credit Party Obligations.

         Section 2.18      Taxes.

         (a) All payments made by the Borrower hereunder or under any Note will
be, except as provided in Section 2.18(b), made free and clear of, and without
deduction or withholding for, any present or future taxes, levies, imposts,
duties, fees, assessments or other charges of whatever nature now or hereafter
imposed by any Governmental Authority or by any political subdivision or taxing
authority thereof or therein with respect to such payments (but excluding any
tax imposed on or measured by the net income or profits of a Lender pursuant to
the laws of the jurisdiction in which it is organized or the jurisdiction in
which the principal office or applicable lending office of such Lender is
located or any subdivision thereof or therein) and all interest, penalties or
similar liabilities with respect thereto (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower
agrees to pay the full amount of such Taxes, and such additional amounts as may
be necessary so that every payment of all amounts due under this Credit
Agreement or under any Note, after withholding or deduction for or on account of
any Taxes, will not be less than the amount provided for herein or in such Note.
The Borrower will furnish to the Administrative Agent as soon as practicable
after the date the payment of any Taxes is due pursuant to applicable law
certified copies (to the extent reasonably available and required by law) of tax
receipts evidencing such payment by the Borrower. The Borrower agrees to
indemnify and hold harmless each Lender, and reimburse such Lender upon its
written request, for the amount of any Taxes so levied or imposed and paid by
such Lender.

         (b) Each Lender that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower
and the Administrative Agent on or prior to the Closing Date, or in the case of
a Lender that is an assignee or transferee of an interest under this Credit
Agreement pursuant to Section 9.6(d) (unless the respective Lender was already a
Lender hereunder immediately prior to such assignment or transfer), on the date
of such assignment or transfer to such Lender, (i) if the Lender is a "bank"
within the meaning of Section 881(c)(3)(A) of the Code, two accurate and
complete original signed copies of Internal Revenue Service Form W-8BEN or
W-8ECI (or successor forms) certifying such Lender's entitlement to a complete
exemption from United States withholding tax with respect to payments to be made
under this Credit Agreement and under any Note, or (ii) if the Lender is not a
"bank" within the meaning of Section 881(c)(3)(A) of the Code, either Internal
Revenue Service Form W-8BEN or W-8ECI as set forth in clause (i) above, or (x) a
certificate substantially in the form of Schedule 2.18 (any such certificate, a
"2.18 Certificate") and (y) two accurate and complete original signed copies of
Internal Revenue Service Form W-8 (or successor form) certifying such Lender's
entitlement to an exemption from United States withholding tax with respect to
payments of interest to be made under this Credit Agreement and under any Note.
In addition, each Lender agrees that it will deliver upon the Borrower's request
updated versions of the foregoing, as applicable, whenever the previous





                                       42
<PAGE>

certification has become obsolete or inaccurate in any material respect,
together with such other forms as may be required in order to confirm or
establish the entitlement of such Lender to a continued exemption from or
reduction in United States withholding tax with respect to payments under this
Credit Agreement and any Note. Notwithstanding anything to the contrary
contained in Section 2.18(a), but subject to the immediately succeeding
sentence, (A) the Borrower shall be entitled, to the extent it is required to do
so by law, to deduct or withhold Taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from interest,
fees or other amounts payable hereunder for the account of any Lender which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for U.S. Federal income tax purposes to the extent that such Lender
has not provided to the Borrower U.S. Internal Revenue Service Forms that
establish a complete exemption from such deduction or withholding and (B) the
Borrower shall not be obligated pursuant to Section 2.18(a) hereof to gross-up
payments to be made to a Lender in respect of Taxes imposed by the United States
if (I) such Lender has not provided to the Borrower the Internal Revenue Service
Forms required to be provided to the Borrower pursuant to this Section 2.18(b)
or (II) in the case of a payment, other than interest, to a Lender described in
clause (ii) above, to the extent that such Forms do not establish a complete
exemption from withholding of such Taxes. Notwithstanding anything to the
contrary contained in the preceding sentence or elsewhere in this Section 2.18,
the Borrower agrees to pay additional amounts and to indemnify each Lender in
the manner set forth in Section 2.18(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any amounts
deducted or withheld by it as described in the immediately preceding sentence as
a result of any changes after the Closing Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of Taxes.

         (c) Each Lender agrees to use reasonable efforts (including reasonable
efforts to change its Domestic Lending Office or LIBOR Lending Office, as the
case may be) to avoid or to minimize any amounts which might otherwise be
payable pursuant to this Section; provided, however, that such efforts shall not
cause the imposition on such Lender of any additional costs or legal or
regulatory burdens deemed by such Lender in its sole discretion to be material.

         (d) If the Borrower pays any additional amount pursuant to this Section
2.18 with respect to a Lender, such Lender shall use reasonable efforts to
obtain a refund of tax or credit against its tax liabilities on account of such
payment; provided that such Lender shall have no obligation to use such
reasonable efforts if either (i) it is in an excess foreign tax credit position
or (ii) it believes in good faith, in its sole discretion, that claiming a
refund or credit would cause adverse tax consequences to it. In the event that
such Lender receives such a refund or credit, such Lender shall pay to the
Borrower an amount that such Lender reasonably determines is equal to the net
tax benefit obtained by such Lender as a result of such payment by the Borrower.
In the event that no refund or credit is obtained with respect to the Borrower's
payments to such Lender pursuant to this Section 2.18, then such Lender shall
upon request provide a certification that such Lender has not received a refund
or credit for such payments. Nothing contained in this Section 2.18 shall
require a Lender to disclose or detail the basis of its calculation of the
amount of any tax benefit or any other amount or the basis of its determination
referred to in the proviso to the first sentence of this Section 2.18 to the
Borrower or any other party.






                                       43
<PAGE>

         (e) The agreements in this Section 2.18 shall survive the termination
of this Credit Agreement and the payment of the Credit Party Obligations.

         Section 2.19      Indemnification; Nature of Issuing Lender's Duties.

         (a) In addition to its other obligations under Section 2.3, the
Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender
harmless from and against any and all claims, demands, liabilities, damages,
losses, costs, charges and expenses (including reasonable attorneys' fees) that
the Issuing Lender may incur or be subject to as a consequence, direct or
indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the
Issuing Lender to honor a drawing under a Letter of Credit as a result of any
act or omission, whether rightful or wrongful, of any present or future de jure
or de facto government or governmental authority (all such acts or omissions,
herein called "Government Acts").

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

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

         (d) Nothing in this Section 2.19 is intended to limit the reimbursement
obligation of the Borrower contained in Section 2.3(d) hereof. The obligations
of the Borrower under this Section 2.19 shall survive the termination of this
Credit Agreement. No act or omissions of any current or prior beneficiary of a
Letter of Credit shall in any way affect or impair the rights of the Issuing
Lender to enforce any right, power or benefit under this Credit Agreement.






                                       44
<PAGE>


         (e) Notwithstanding anything to the contrary contained in this Section
2.19, the Borrower shall have no obligation to indemnify any Issuing Lender in
respect of any liability incurred by the Issuing Lender arising out of the gross
negligence or willful misconduct of the Issuing Lender (including action not
taken by the Issuing Lender), as determined by a court of competent jurisdiction
pursuant to a final, non-appealable judgment.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

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

         Section 3.1       Financial Condition.

         The Borrower has heretofore delivered to the Lenders, at the Lenders'
request, the following financial statements and information: (a) audited
financial statements of the Borrower and its Subsidiaries for the Fiscal Years
ended May 31, 2001, 2002 and 2003, consisting of balance sheets and the related
consolidated and consolidating statements of income, stockholders' equity and
cash flows for such period, (b) audited financial statements of the Acquired
Company and its Subsidiaries for the Fiscal Years ended June 30, 2001, 2002 and
2003, consisting of balance sheets and the related consolidated and
consolidating statements of income, stockholders' equity and cash flows for such
period, (c) unaudited financial statements of the Borrower and its Subsidiaries
through the most recently available quarterly period ending prior to the Funding
Date, consisting of a balance sheet and the related consolidated statements of
income, stockholders' equity and cash flows for the period ending on such date,
(d) unaudited financial statements of the Acquired Company and its Subsidiaries
through the most recently available quarterly period ending prior to the Funding
Date, consisting of a balance sheet and the related consolidated and
consolidating statements of income, stockholders' equity and cash flows for the
period ending on such date, (e) a pro forma balance sheet of the Borrower and
its Subsidiaries as of the most recently available quarterly period ending prior
to the Funding Date and (f) five-year projections for the Borrower and its
Subsidiaries, all in form and substance satisfactory to the Administrative Agent
and certified by the chief financial officer of the Borrower that (i) with
respect to (a) and (c) herein, they fairly present the results of its operations
and its cash flows for the periods indicated, subject to changes resulting from
audit and normal year-end adjustments, (ii) with respect to (b) and (d) herein,
to the knowledge of the Borrower, they fairly present the results of its
operations and its cash flows for the periods indicated, subject to changes
resulting from audit and normal year-end adjustments, and (iii) with respect to
(e) and (f) herein, they were prepared in good faith based upon reasonable
assumptions.






                                       45
<PAGE>

         Section 3.2       No Change.

         Since May 31, 2003, there has been no development or event which has
had or could reasonably be expected to have a Material Adverse Effect.

         Section 3.3       Corporate Existence; Corporate Power; Enforceability.

                  (a) Each of the Credit Parties is duly organized and validly
         existing and in good standing under the laws of the state of its
         formation and each of the Credit Parties has the power and authority to
         enter into and perform its obligations under the Credit Documents to
         which it is a party and has the corporate power and authority to enter
         into and perform the obligations under each other agreement, instrument
         and document to be executed and delivered by it in connection with or
         as contemplated by each such Credit Document to which it is a party or
         will be a party.

                  (b) The execution and delivery by each of the Credit Parties
         of this Credit Agreement and the other applicable Credit Documents as
         of such date and the performance by each of the Credit Parties of its
         respective obligations under this Credit Agreement and the other
         applicable Credit Documents are within the limited liability company or
         corporate powers of each of the Credit Parties, have been duly
         authorized by all necessary limited liability company or corporate
         action on the part of each of the Credit Parties (including without
         limitation any necessary shareholder action), have been duly executed
         and delivered, have received all necessary governmental approval, and
         do not and will not (A) violate any Requirement of Law which is binding
         on any Credit Party or any of its Subsidiaries, (B) contravene or
         conflict with, or result in a breach of, any provision of the articles
         of incorporation, by-laws or other organizational documents of any of
         the Credit Parties or any of their Subsidiaries or of any agreement,
         indenture, instrument or other document which is binding on any of the
         Credit Parties or any of their Subsidiaries or (C) result in, or
         require, the creation or imposition of any Lien (other than pursuant to
         the terms of the Credit Documents) on any asset of any of the Credit
         Parties or any of their Subsidiaries.

                  (c) This Credit Agreement and the other applicable Credit
         Documents to which the Credit Parties are parties constitute the legal,
         valid and binding obligation of such Credit Parties, as applicable,
         enforceable against each such Credit Party, as applicable, in
         accordance with their terms.

         Section 3.4       Governmental Approvals.

         No material consent or authorization of, filing with, notice to or
other act by or in respect of, any Governmental Authority or other
authorization, registration, filing, consent, approval, waiver, notice or other
action (including Hart-Scott-Rodino clearance) by, to or of any other Person
pursuant to any Requirement of Law, contract, indenture, instrument or agreement
or for any other reason is required to authorize or is required in connection
with (i) the execution, delivery or performance of any Credit Document, (ii) the
legality, validity, binding effect or enforceability of any Credit Document or
(iii) any Extension of Credit, in each case, except those which have been
obtained and are in full force and effect.






                                       46
<PAGE>

         Section 3.5       No Legal Bar; No Default.

         The execution, delivery and performance of the Credit Documents, the
borrowings thereunder and the use of the proceeds of the Loans will not violate
any Requirement of Law or any Contractual Obligation of the Borrower or any
other Credit Party (except those as to which waivers or consents have been
obtained), and will not result in, or require, the creation or imposition of any
Lien on any of its or their respective properties or revenues pursuant to any
Requirement of Law or Contractual Obligation other than the Liens arising under
or contemplated in connection with the Credit Documents. Neither the Borrower
nor any other Credit Party is in default under or with respect to any of its
Contractual Obligations in any respect which could reasonably be expected to
have a Material Adverse Effect. No Default or Event of Default has occurred and
is continuing.

         Section 3.6       No Material Litigation.

         No litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority is pending or, to the best knowledge of the Borrower,
threatened by or against the Borrower or any of its Subsidiaries or against any
of its or their respective properties or revenues (a) with respect to the Credit
Documents or any Loan or any of the transactions contemplated hereby, or (b)
which, if adversely determined, could reasonably be expected to have a Material
Adverse Effect.

         Section 3.7       Government Acts.

                  (a) Neither the Borrower nor any Credit Party is an
         "investment company", or a company "controlled" by an "investment
         company", within the meaning of the Investment Company Act of 1940, as
         amended.

                  (b) Neither the Borrower nor any of its Subsidiaries is a
         "holding company", or an "affiliate" of a "holding company" or a
         "subsidiary company" of a "holding company", within the meaning of the
         Public Utility Holding Company Act of 1935, as amended.

         Section 3.8       Margin Regulations.

         No part of the proceeds of any Extension of Credit hereunder will be
used directly or indirectly for any purpose which violates, or which would be
inconsistent with, the provisions of Regulation T, U or X of the Board of
Governors of the Federal Reserve System as now and from time to time hereafter
in effect. The Borrower and its Subsidiaries taken as a group do not own Margin
Stock except as identified in the financial statements referred to in Section
3.1 and the aggregate value of all Margin Stock owned by the Borrower and its
Subsidiaries taken as a group does not exceed 25% of the value of their assets.






                                       47
<PAGE>

         Section 3.9       Compliance with Laws.

         Each of the Credit Parties is in compliance with all Requirements of
Law except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

         Section 3.10      ERISA.

         Neither a Reportable Event nor an "accumulated funding deficiency"
(within the meaning of Section 412 of the Code or Section 302 of ERISA) has
occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code, except to the extent that any such occurrence or failure to comply
could not reasonably be expected to have a Material Adverse Effect. No
termination of a Single Employer Plan has occurred resulting in any liability
that has remained underfunded, and no Lien in favor of the PBGC or a Plan has
arisen, during such five-year period which could reasonably be expected to have
a Material Adverse Effect. The present value of all accrued benefits under each
Single Employer Plan (based on those assumptions used to fund such Plans) did
not, as of the last annual valuation date prior to the date on which this
representation is made or deemed made, exceed the value of the assets of such
Plan allocable to such accrued benefits by an amount which, as determined in
accordance with GAAP, could reasonably be expected to have a Material Adverse
Effect. Neither the Borrower nor any Commonly Controlled Entity is currently
subject to any liability for a complete or partial withdrawal from a
Multiemployer Plan which could reasonably be expected to have a Material Adverse
Effect.

         Section 3.11      Environmental Matters.

                  (a) The facilities and properties owned, leased or operated by
         the Borrower and the other Credit Parties or any of their Subsidiaries
         (the "Properties") do not contain any Materials of Environmental
         Concern in amounts or concentrations which constitute a violation of
         any Environmental Law, which could reasonably be expected to have a
         Material Adverse Effect.

                  (b) The Properties and all operations of the Borrower and the
         other Credit Parties and/or their Subsidiaries at the Properties are in
         compliance, and have in the last five years been in compliance, in all
         material respects with all applicable Environmental Laws, and to the
         best knowledge of the Borrower, there is no contamination at, under or
         about the Properties or violation of any Environmental Law with respect
         to the Properties or the business operated by the Borrower and the
         other Credit Parties or any of their Subsidiaries (the "Business").

                  (c) Neither the Borrower nor any of the other Credit Parties
         has received any written or actual notice of violation, alleged
         violation, non-compliance, liability or potential liability regarding
         environmental matters or compliance with Environmental Laws with regard
         to any of the Properties or the Business, nor does the Borrower or any
         of the other Credit Parties nor any of their Subsidiaries have
         knowledge or reason to believe that any such notice will be received or
         is being threatened, which could reasonably be expected to have a
         Material Adverse Effect.






                                       48
<PAGE>

                  (d) To the best knowledge of the Borrower, Materials of
         Environmental Concern have not been transported or disposed of from the
         Properties in violation of, or in a manner or to a location which could
         give rise to liability under any Environmental Law, nor have any
         Materials of Environmental Concern been generated, treated, stored or
         disposed of at, on or under any of the Properties in violation of, or
         in a manner that could give rise to liability under, any applicable
         Environmental Law.

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

                  (f) To the best knowledge of the Borrower, there has been no
         release or threat of release of Materials of Environmental Concern at
         or from the Properties, or arising from or related to the operations of
         the Borrower or any other Credit Party or any Subsidiary in connection
         with the Properties or otherwise in connection with the Business, in
         violation of or in amounts or in a manner that could give rise to
         liability under Environmental Laws.

         Section 3.12      Purpose of Extensions of Credit.

         The proceeds of the Extensions of Credit shall be used by the Borrower
solely to (i) finance the Acquisition and to pay certain costs, fees and
expenses related thereto, (ii) refinance certain existing indebtedness of the
Borrower and the Acquired Company, (iii) pay fees and expenses owing to the
Lenders and the Administrative Agent in connection with this Credit Agreement
and any other transaction fees and expenses incurred in connection with the
Acquisition and the financing thereof, in amounts acceptable to the
Administrative Agent and the Lenders and (iv) provide for working capital and
other general corporate purposes of the Borrower and its Subsidiaries.

         Section 3.13      Subsidiaries.

         Set forth on Schedule 3.13 is a complete and accurate list of all
Subsidiaries of the Credit Parties. Information on the attached Schedule
includes (i) the state of incorporation or organization, (ii) the number of
shares of each class of Capital Stock or other equity interests outstanding,
(iii) the number and percentage of outstanding shares of each class of stock and
(iv) the number and effect, if exercised, of all outstanding options, warrants,
rights of conversion or purchase and similar rights. The outstanding Capital
Stock and other equity interests of all such Subsidiaries is validly issued,
fully paid and non-assessable and is owned, free and clear of all Liens (other
than those arising under or contemplated in connection with the Credit
Documents).






                                       49
<PAGE>

         Section 3.14      Ownership.

         Each of the Credit Parties (a) is the owner of, and has good and
marketable title to, all of its respective assets, except as may be permitted
pursuant to Section 6.12 hereof, and none of such assets is subject to any Lien
other than Permitted Liens and (b) enjoys peaceful and undisturbed possession of
all real properties that are necessary for the operation and conduct of its
business.

         Section 3.15      Indebtedness.

         Except as otherwise permitted under Section 6.1, the Borrower and its
Subsidiaries have no Indebtedness.

         Section 3.16      Taxes.

         Each of the Credit Parties and each Subsidiary thereof has filed or
caused to be filed all tax reports and returns required to be filed by each of
them with any Governmental Authority, except where extensions have been properly
obtained and have paid or made adequate provision for the payment of all taxes,
assessments, fees and other charges by any Governmental Authority which are due
and payable, except such taxes, assessments, fees and other charges, if any, as
are being diligently contested in good faith by appropriate proceedings and as
to which the applicable Credit Party or Subsidiary thereof has established
adequate reserves in conformity with GAAP on the books of such Credit Party or
Subsidiary. No Lien for any such taxes, assessments, fees or other charges has
been filed, and no claims are being asserted with respect to any such taxes,
assessments, fees or other charges which, if adversely determined, could have a
Material Adverse Effect.

         Section 3.17      Solvency.

         The fair saleable value of each Credit Party's assets, measured on a
going concern basis, exceeds all probable liabilities, including those to be
incurred pursuant to this Credit Agreement. None of the Credit Parties (a) has
unreasonably small capital in relation to the business in which it is or
proposes to be engaged or (b) has incurred, or believes that it will incur after
giving effect to the transactions contemplated by this Credit Agreement, debts
beyond its ability to pay such debts as they become due.

         Section 3.18      Investments.

         All Investments of each of the Borrower and its Subsidiaries are
Permitted Investments.

         Section 3.19      No Burdensome Restrictions.

         None of the Borrower or any of its Subsidiaries is a party to any
agreement or instrument or subject to any other obligation or any charter or
corporate restriction or any provision of any applicable law, rule or regulation
which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.






                                       50
<PAGE>

         Section 3.20      Brokers' Fees.

         Except as set forth on Schedule 3.20, none of the Borrower or any of
its Subsidiaries have any obligation to any Person in respect of any finder's,
broker's, investment banking or other similar fee in connection with any of the
transactions contemplated under the Credit Documents other than the closing and
other fees payable pursuant to this Credit Agreement.

         Section 3.21      Labor Matters.

         There are no collective bargaining agreements or Multiemployer Plans
covering the employees of the Borrower or any of its Subsidiaries as of the
Closing Date, other than as set forth in Schedule 3.21 hereto, and none of the
Borrower or any of its Subsidiaries (i) has suffered any strikes, walkouts, work
stoppages or other material labor difficulty within the last five years, other
than as set forth in Schedule 3.21 hereto or (ii) has knowledge of any potential
or pending strike, walkout or work stoppage.

         Section 3.22      Accuracy and Completeness of Information.

                  (a) All information heretofore or contemporaneously herewith
         furnished by either the Borrower or any other Credit Party or any of
         their Subsidiaries to the Administrative Agent, the Arranger or any
         Lender for purposes of or in connection with this Credit Agreement and
         the transactions contemplated hereby is, and all information hereafter
         furnished by or on behalf of the Credit Parties or any of their
         Subsidiaries to the Administrative Agent, the Arranger or any Lender
         pursuant hereto or in connection herewith will be, true and accurate in
         every material respect on the date as of which such information is
         dated or certified, and such information, taken as a whole, does not
         and will not omit to state any material fact necessary to make such
         information, taken as a whole, not misleading.

                  (b) All registration statements, reports, proxy statements and
         other documents, if any, required to be filed by Credit Parties and
         their Subsidiaries with the Securities and Exchange Commission pursuant
         to the Securities Act if 1933 and the Securities Exchange Act of 1934,
         as amended, have been filed, and such filings are complete and accurate
         and contain no untrue statements of material fact or omit to state any
         material facts required to be stated therein or necessary in order to
         make the statements therein not misleading.






                                       51
<PAGE>

         Section 3.23      Consummation of Acquisition; Representations and
Warranties from Other Documents.

         The Acquisition and related transactions have been consummated
substantially in accordance with the terms of the Acquisition Documents. As of
the Closing Date and as of the Funding Date, the Acquisition Documents have not
been altered, amended or otherwise modified or supplemented or any condition
thereof waived without the prior written consent of the Administrative Agent.
Each of the representations and warranties made in the Acquisition Documents by
a Credit Party that is a party thereto is true and correct, except for any
representation or warranty therein the failure of which to be true and correct,
does not have or could not reasonably be expected to have a Material Adverse
Effect.

         Section 3.24      Material Contracts.

         Schedule 3.24 sets forth a complete and accurate list of all Material
Contracts of the Borrower and its Subsidiaries in effect as of the Closing Date.
As of the Closing Date, other than as set forth in Schedule 3.24, each such
Material Contract is, and after giving effect to the Acquisition and the
transactions contemplated by the Credit Documents will be, in full force and
effect in accordance with the terms thereof and neither any Credit Party nor any
Subsidiary of any Credit Party has violated in any material respect any such
Material Contract. The Borrower has delivered to the Administrative Agent for
its review a correct and complete copy of each written agreement listed in
Schedule 3.24 (as amended to date).

         Section 3.25      Insurance.

         The present insurance coverage of the Credit Parties and their
Subsidiaries is outlined as to carrier, policy number, expiration date, type and
amount on Schedule 3.25 and such insurance coverage is on terms and in coverage
amounts comparable to the industry standard applicable to the assets and
operations of the Credit Parties and their Subsidiaries.

         Section 3.26      Tax Shelter Regulations.

         The Borrower does not intend to treat the Extensions of Credit and
related transactions as being a "reportable transaction" (within the meaning of
Treasury Regulation section 1.6011-4). If the Borrower determines to take any
action inconsistent with such intention, it will promptly notify the
Administrative Agent thereof. The Borrower acknowledges that the Administrative
Agent and/or one or more of the Lenders may treat the Loans and/or Letters of
Credit as part of a transaction that is subject to Treasury Regulation section
1.6011-4 or section 301.6112-1, and the Administrative Agent and such Lender or
Lenders, as applicable, may file such IRS forms or maintain such lists and other
records as they may determine is required by such Treasury Regulations.


                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         Section 4.1       Conditions to Closing Date.

         This Credit Agreement shall become effective upon the satisfaction of
the following conditions precedent:







                                       52
<PAGE>

                  (a) Execution of Credit Documents. The Administrative Agent
         shall have received (i) counterparts of this Credit Agreement, (ii) for
         the account of each Lender, Revolving Notes and the Term Notes and
         (iii) for the account of the Swingline Lender, the Swingline Note, in
         each case conforming to the requirements of this Credit Agreement and
         executed by a duly authorized officer of each party thereto

                  (b) Authority Documents. The Administrative Agent shall have
         received the following:

                      (i) Articles of Incorporation. Copies of the articles of
                  incorporation or other charter documents, as applicable, of
                  each Credit Party certified to be true and complete as of a
                  recent date by the appropriate Governmental Authority of the
                  state of its incorporation.

                      (ii) Resolutions. Copies of resolutions of the board of
                  directors of each Credit Party approving and adopting the
                  Credit Documents, the transactions contemplated therein and
                  authorizing execution and delivery thereof, certified by an
                  officer of such Credit Party as of the Closing Date to be true
                  and correct and in force and effect as of such date.

                      (iii) By-laws. A copy of the by-laws or operating
                  agreement of each Credit Party certified by an officer of such
                  Credit Party as of the Closing Date to be true and correct and
                  in force and effect as of such date.

                      (iv) Good Standing. Copies of certificates of good
                  standing, existence or its equivalent with respect to each
                  Credit Party certified as of a recent date by the appropriate
                  Governmental Authorities of its state of incorporation and
                  each other state in which the failure to so qualify and be in
                  good standing could reasonably be expected to have a Material
                  Adverse Effect on the business or operations of the Borrower
                  and its Subsidiaries.

                      (v) Incumbency. An incumbency certificate of each Credit
                  Party certified by a secretary or assistant secretary to be
                  true and correct as of the Closing Date.

                  (c) Legal Opinion of Counsel. The Administrative Agent shall
         have received an opinion of general legal counsel for the Credit
         Parties, dated the Closing Date and addressed to the Administrative
         Agent and the Lenders, which opinion shall be in form and substance
         acceptable to the Administrative Agent.

                  (d) Additional Matters. The Administrative Agent and the
         Lenders shall have received such other documents, agreements and
         opinions in connection with the Credit Documents, all satisfactory in
         form and substance, as the Administrative Agent or any Lender may
         reasonably request.






                                       53
<PAGE>

         Section 4.2       Conditions to Funding Date and Initial Revolving
Loans and Term Loans.

         The obligation of each Lender to make the initial Revolving Loans, the
Swingline Loans and the Term Loan on the Funding Date is subject to, the
satisfaction of the following conditions precedent:

                  (a) Authority Documents. The Administrative Agent shall have
         received, with respect to any Subsidiary of the Borrower joining the
         Credit Agreement on the Funding Date as a Guarantor and Credit Party,
         the following:

                      (i) Articles of Incorporation. Copies of the articles of
                  incorporation or other charter documents, as applicable, of
                  each such Credit Party certified to be true and complete as of
                  a recent date by the appropriate Governmental Authority of the
                  state of its incorporation.

                      (ii) Resolutions. Copies of resolutions of the board of
                  directors of such Credit Party approving and adopting the
                  Credit Documents, the transactions contemplated therein and
                  authorizing execution and delivery thereof, certified by an
                  officer of such Credit Party as of the Funding Date to be true
                  and correct and in force and effect as of such date.

                      (iii) By-laws. A copy of the by-laws or operating
                  agreement of such Credit Party certified by an officer of such
                  Credit Party as of the Funding Date to be true and correct and
                  in force and effect as of such date.

                      (iv) Good Standing. Copies of certificates of good
                  standing, existence or its equivalent with respect to such
                  Credit Party certified as of a recent date by the appropriate
                  Governmental Authorities of its state of incorporation and
                  each other state in which the failure to so qualify and be in
                  good standing could reasonably be expected to have a Material
                  Adverse Effect on the business or operations of the Borrower
                  and its Subsidiaries.

                      (v) Incumbency. An incumbency certificate of such Credit
                  Party certified by a secretary or assistant secretary to be
                  true and correct as of the Funding Date.

                  (b) Legal Opinions of Counsel. The Administrative Agent shall
         have received an opinion or opinions of legal counsel for the Credit
         Parties, dated the Funding Date and addressed to the Administrative
         Agent and the Lenders, which opinion or opinions shall provide, among
         other things, that the Borrower, its Subsidiaries and the Acquired
         Company are in compliance with all corporate instruments and Material
         Contracts on the Funding Date after giving effect to the Acquisition
         and shall otherwise be in form and substance acceptable to the
         Administrative Agent.






                                       54
<PAGE>

                  (c) Reliance. The Administrative Agent shall have received a
         copy of each opinion, report, agreement, and other document required to
         be delivered pursuant to the Acquisition Documents in connection with
         the Acquisition and related transactions, and to the extent available
         with a letter from each Person delivering any such opinion authorizing
         reliance thereon by the Administrative Agent and the Lenders, all in
         form and substance reasonably satisfactory to the Administrative Agent
         and the Lenders.

                  (d) Acquisition. The corporate, capital, and ownership
         structure of the Credit Parties and their Subsidiaries after giving
         effect to the Acquisition shall be as described in Schedule 3.13, and
         shall otherwise be reasonably satisfactory to the Administrative Agent
         and the Lenders. The Administrative Agent and the Lenders shall be
         reasonably satisfied with all legal, tax, accounting, business and
         other matters relating the Acquisition or to the Credit Parties and
         their Subsidiaries, and with the fees and expenses payable in
         connection with the consummation of the Acquisition. All Acquisition
         Documents (including without limitation the Purchase Agreement and all
         schedules thereto, employment agreements, and any other material
         agreements including merger agreements) shall be reasonably
         satisfactory to the Administrative Agent in all material respects. The
         Borrower shall have acquired at least a majority of the Capital Stock
         of the Acquired Company. The Administrative Agent, on behalf of the
         Lenders, shall have received a final copy of the executed and effective
         Acquisition Documents, including all amendments or supplements thereto,
         certified by an officer of the Borrower to be true and correct and in
         full force and effect.

                  (e) Account Designation Letter. The Administrative Agent shall
         have received the executed Account Designation Letter in the form of
         Schedule 1.1-A hereto.

                  (f) Solvency Certificate. The Administrative Agent shall have
         received an officer's certificate for the Credit Parties prepared by
         the chief financial officer of the Borrower as to the financial
         condition, solvency and related matters of each of the Credit Parties,
         in each case after giving effect to the Acquisition and the initial
         borrowings under the Credit Documents, in substantially the form of
         Schedule 4.2(f) hereto.

                  (g) Officer's Certificate. The Administrative Agent shall have
         received a certificate executed by a responsible officer of the
         Borrower as of the Closing Date stating that immediately after giving
         effect to the borrowings to be made on the Funding Date, the
         Acquisition and all the transactions contemplated herein and therein to
         occur on such date, (A) no Default or Event of Default exists, (B) all
         representations and warranties contained herein and in the other Credit
         Documents are true and correct in all material respects, and (C) the
         Credit Parties are in compliance with each of the financial covenants
         set forth in Section 5.9 on a pro forma basis, as evidenced by detailed
         calculations attached thereto.

                  (h) Litigation. There shall not exist any pending or
         threatened litigation or investigation affecting or relating to the
         Borrower, the Acquired Company or any of their respective Subsidiaries,
         this Credit Agreement, the other Credit Documents or the Acquisition
         that in the reasonable judgment of the Administrative Agent and Lenders
         could materially adversely affect the Borrower, the Acquired Company
         and any of their respective Subsidiaries, taken as a whole, or this
         Credit Agreement or the other Credit Documents, that has not been
         settled, dismissed, vacated, discharged or terminated prior to the
         Funding Date.





                                       55
<PAGE>


                  (i) Termination of Existing Indebtedness. All existing
         Indebtedness for borrowed money of the Borrower, the Acquired Company
         and their respective Subsidiaries (other than the Indebtedness listed
         on Schedule 6.1(b)) shall have been repaid in full and terminated and
         all Liens relating thereto shall have been terminated.

                  (j) Consents. The Administrative Agent shall have received
         evidence that all governmental, shareholder and material third party
         consents and approvals necessary in connection with the Acquisition,
         the Extensions of Credit and the other transactions contemplated hereby
         have been obtained (including, without limitation, approval of the
         Acquisition by the board of directors of the Acquired Company) and all
         applicable waiting periods have expired without any action being taken
         by any authority that could restrain, prevent or impose any material
         adverse conditions on such transactions or that could seek or threaten
         any of such transactions.

                  (k) Compliance with Laws. The financings and other
         transactions contemplated hereby shall be in compliance with all
         applicable laws and regulations (including all applicable securities
         and banking laws, rules and regulations).

                  (l) Bankruptcy. There shall be no bankruptcy or insolvency
         proceedings with respect to the Borrower or any of its Subsidiaries.

                  (m) Material Adverse Effect. Since May 31, 2003, there shall
         have been no change which could have a Material Adverse Effect.

                  (n) Financial Covenants at Funding. The Administrative Agent
         shall have received evidence satisfactory to it provided by the
         Borrower that on the Funding Date, after giving effect to the
         Acquisition, the initial Extensions of Credit hereunder and the other
         transactions contemplated in this Credit Agreement, (i) Consolidated
         Net Worth of the Borrower, the Acquired Company and their respective
         Subsidiaries, as of the Funding Date, is greater than or equal to
         $125,000,000, (ii) Pro Forma EBITDA of the Borrower and its
         Subsidiaries on a consolidated basis is greater than or equal to
         $30,000,000, (iii) the Funded Debt of the Borrower and its Subsidiaries
         on a consolidated basis is less than or equal to $80,000,000 and (iv)
         the ratio of Funded Debt of the Borrower and its Subsidiaries on a
         consolidated basis to Pro Forma EBITDA of the Borrower and its
         Subsidiaries on a consolidated basis is less than or equal to 2.25 to
         1.0.

                  (o) Liability, Casualty and Business Interruption Insurance.
         The Administrative Agent shall have received, in form and substance
         satisfactory thereto, copies of insurance policies or certificates of
         insurance evidencing liability, casualty and business interruption
         insurance of the Borrower, the Acquired Company and their respective
         Subsidiaries.






                                       56
<PAGE>

                  (p) Financial Statements. The Administrative Agent shall have
         received copies of the financial statements referred to in Section 3.1
         hereof, each in form and substance satisfactory to it.

                  (q) Form U-1s. The Administrative Agent shall have received
         for each Lender a Federal Reserve Form U-1, duly executed and completed
         by the Borrower, indicating that none of the Credit Extensions
         constitute, or will constitute, "purpose credit" within the meaning of
         Regulation U of the Board of Governors of the Federal Reserve System of
         the United States.

                  (r) Fees. The Administrative Agent and the Lenders shall have
         received all fees, if any, owing pursuant to the Fee Letter and Section
         2.5.

                  (s) Additional Matters. All other documents and legal matters
         in connection with the transactions contemplated by this Credit
         Agreement shall be reasonably satisfactory in form and substance to the
         Administrative Agent and its counsel.

         Section 4.3       Conditions to All Extensions of Credit.

         The obligation of each Lender to make any Extension of Credit hereunder
is subject to the satisfaction of the following conditions precedent on the date
of making such Extension of Credit:

                  (a) Representations and Warranties. The representations and
         warranties made by the Credit Parties herein or which are contained in
         any certificate furnished at any time under or in connection herewith
         shall be true and correct on and as of the date of such Extension of
         Credit as if made on and as of such date.

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

                  (c) Compliance with Commitments. Immediately after giving
         effect to the making of any such Extension of Credit (and the
         application of the proceeds thereof), (i) the sum of outstanding
         Revolving Loans plus outstanding Swingline Loans plus LOC Obligations
         shall not exceed the Aggregate Revolving Committed Amount, (ii) the LOC
         Obligations shall not exceed the LOC Committed Amount and (iii) the
         Swingline Loans shall not exceed the Swingline Committed Amount.

                  (d) Additional Conditions to Revolving Loans. If a Revolving
         Loan is requested, all conditions set forth in Section 2.1 shall have
         been satisfied.

                  (e) Additional Conditions to Term Loan. If the Term Loan is
         requested, all conditions set forth in Section 2.2 shall have been
         satisfied.





                                       57
<PAGE>

                  (f) Additional Conditions to Letters of Credit. If the
         issuance of a Letter of Credit is requested, all conditions set fort in
         Section 2.3 shall have been satisfied.

                  (g) Additional Conditions to Swingline Loans. If a Swingline
         Loan is requested, all conditions set forth in Section 2.4 shall have
         been satisfied.

         Each request for an Extension of Credit and each acceptance by the
Borrower of any such Extension of Credit shall be deemed to constitute
representations and warranties by the Borrower as of the date of such Extension
of Credit that the applicable conditions in paragraphs (a) through (g) of this
Section have been satisfied.


                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

         Each Credit Party hereby covenants and agrees that on the Closing Date,
and thereafter for so long as this Credit Agreement is in effect and until the
Commitments have terminated, no Note remains outstanding and unpaid and the
Credit Party Obligations, together with interest, Commitment Fee and all other
amounts owing to the Administrative Agent or any Lender hereunder, are paid in
full, such Credit Party shall, and shall cause each of its Subsidiaries (other
than in the case of Sections 5.1, 5.2 or 5.7 hereof), to:

         Section 5.1       Financial Statements.

         Furnish to the Administrative Agent and each of the Lenders:

                  (a) Annual Financial Statements. As soon as available, but in
         any event within ninety (90) days after the end of each fiscal year of
         the Borrower, a copy of the consolidated balance sheet of the Borrower
         and its consolidated Subsidiaries as at the end of such fiscal year and
         the related consolidated and consolidating statements of income and
         retained earnings and of cash flows of the Borrower and its
         consolidated Subsidiaries for such year which, other than in the case
         of the consolidating statements, shall be audited by a firm of
         independent certified public accountants of nationally recognized
         standing reasonably acceptable to the Required Lenders, setting forth
         in each case in comparative form the figures for the previous year,
         reported on without a "going concern" or like qualification or
         exception, or qualification indicating that the scope of the audit was
         inadequate to permit such independent certified public accountants to
         certify such financial statements without such qualification;

                  (b) Quarterly Financial Statements. As soon as available and
         in any event within forty-five (45) days after the end of each of the
         first three fiscal quarters of the Borrower, a copy of the consolidated
         balance sheet of the Borrower and its consolidated Subsidiaries as at
         the end of such period and related consolidated and consolidating
         statements of income and retained earnings and of cash flows for the
         Borrower and its consolidated Subsidiaries for such quarterly period
         and for the portion of the fiscal year ending with such period, in each
         case setting forth in comparative form consolidated figures for the
         corresponding period or periods of the preceding fiscal year (subject
         to normal recurring year-end audit adjustments);






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                  (c) Annual Operating Budget and Cash Flow. As soon as
         available, but in any event within forty-five (45) days prior to the
         end of each fiscal year, a copy of the detailed annual operating budget
         or plan including cash flow projections of the Borrower and its
         Subsidiaries for the next four fiscal quarter period prepared on a
         quarterly basis, in form and detail reasonably acceptable to the
         Administrative Agent and the Lenders, together with a summary of the
         material assumptions made in the preparation of such annual budget or
         plan;

all such financial statements to be complete and correct in all material
respects (subject, in the case of interim statements, to normal recurring
year-end audit adjustments) and to be prepared in reasonable detail and, in the
case of the annual and quarterly financial statements provided in accordance
with subsections (a) and (b) above, in accordance with GAAP applied consistently
throughout the periods reflected therein and further accompanied by a
description of, and an estimation of the effect on the financial statements on
account of, a change, if any, in the application of accounting principles as
provided in Section 1.3.

         Section 5.2       Certificates; Other Information.

         Furnish to the Administrative Agent and each of the Lenders:

                  (a) concurrently with the delivery of the financial statements
         referred to in Section 5.1(a) above, a certificate of the independent
         certified public accountants reporting on such financial statements
         stating that in making the examination necessary therefor no knowledge
         was obtained of any Default or Event of Default, except as specified in
         such certificate;

                  (b) concurrently with the delivery of the financial statements
         referred to in Sections 5.1(a) and 5.1(b) above, a certificate of a
         Responsible Officer stating that, to the best of such Responsible
         Officer's knowledge, each of the Credit Parties during such period
         observed or performed in all material respects all of its covenants and
         other agreements, and satisfied in all material respects every
         condition, contained in this Credit Agreement to be observed, performed
         or satisfied by it, and that such Responsible Officer has obtained no
         knowledge of any Default or Event of Default except as specified in
         such certificate and such certificate shall include the calculations in
         reasonable detail required to indicate compliance with Section 5.9 as
         of the last day of such period;

                  (c) within thirty (30) days after the same are sent, copies of
         all reports (other than those otherwise provided pursuant to Section
         5.1 and those which are of a promotional nature) and other financial
         information which the Borrower sends to its stockholders, and within
         thirty (30) days after the same are filed, copies of all financial
         statements and non-confidential reports which the Borrower may make to,
         or file with the Securities and Exchange Commission or any successor or
         analogous Governmental Authority;






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<PAGE>

                  (d) within ninety (90) days after the end of each fiscal year
         of the Borrower, a certificate containing information regarding the
         amount of all Asset Dispositions, Debt Issuances, and Equity Issuances
         that were made during the prior fiscal year and amounts received in
         connection with any Recovery Event during the prior fiscal year;

                  (e) promptly upon receipt thereof, a copy of any other report
         or "management letter" submitted by independent accountants to the
         Borrower or any of its Subsidiaries in connection with any annual,
         interim or special audit of the books of such Person;

                  (f) not less than five (5) days prior to the consummation of
         any Permitted Acquisition:

                      (i) a reasonably detailed description of the material
                  terms of such Permitted Acquisition (including, without
                  limitation, the purchase price and method and structure of
                  payment) and of each Target;

                      (ii) to the extent available, audited financial statements
                  of the Target for its three (3) most recent fiscal years
                  prepared by independent certified public accountants
                  acceptable to the Administrative Agent and unaudited fiscal
                  year-to-date statements for the two (2) most recent interim
                  periods;

                      (iii) to the extent available, consolidated projected
                  income statements of the Borrower and its consolidated
                  Subsidiaries (giving effect to such Permitted Acquisition and
                  the consolidation with the Borrower of each relevant Target)
                  for the three (3)-year period following the consummation of
                  such Permitted Acquisition, in reasonable detail, together
                  with any appropriate statement of assumptions and pro forma
                  adjustments reasonably acceptable to the Required Lenders;

                      (iv) a certificate, in form and substance reasonably
                  satisfactory to the Administrative Agent, executed by a
                  Responsible Officer of the Borrower (A) setting forth the best
                  good faith estimate of the total consideration (including,
                  without limitation, cash, debt and equity) to be paid for each
                  Target, (B) certifying that (y) such Permitted Acquisition
                  complies with the requirements of this Credit Agreement and
                  (z) after giving effect to such Permitted Acquisition and any
                  borrowings in connection therewith, the Borrower believes in
                  good faith that it will have sufficient availability under the
                  Revolving Commitment to meet its ongoing working capital
                  requirements and (C) demonstrating compliance with subsections
                  (c) and (e) of the definition of the Permitted Acquisition;
                  and

                      (v) to the extent available, any due diligence reports
                  prepared by, or on behalf of, any Credit Party with respect to
                  the Target; and






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<PAGE>

                  (g) promptly, such other documents and information about the
         business, operations, revenues, financial condition, property or
         business prospects of the Borrower or any of its Subsidiaries as the
         Administrative Agent, on behalf of any Lender, may from time to time
         reasonably request.

         Section 5.3       Payment of Obligations.

                  (a) Perform all of its obligations under each contract to
         which it is a party, if a failure to so perform may have a Material
         Adverse Effect.

                  (b) Pay and perform all of its obligations under the Credit
         Documents and pay and perform (i) all taxes, assessments and other
         governmental charges that may be levied or assessed upon it or its
         property, which if not paid or performed would have a Material Adverse
         Effect and (ii) all other indebtedness, obligations and liabilities in
         accordance with customary trade practices, which if not paid would have
         a Material Adverse Effect; provided that it may contest any tax,
         assessment or other governmental charge in good faith so long as
         adequate reserves are maintained with respect thereto in accordance
         with GAAP.

         Section 5.4       Conduct of Business and Maintenance of Existence.

         Continue to engage in business of the same general type as conducted by
it on the Closing Date and preserve and maintain its corporate existence and all
rights, franchises, licenses and privileges necessary to the conduct of its
business, and qualify and remain qualified as a foreign corporation (or
partnership, limited liability company or other such similar entity, as the case
may be) and authorized to do business in each jurisdiction in which the failure
to so qualify would have a Material Adverse Effect and shall maintain all
licenses, permits and registrations necessary for the conduct of its operations.

         Section 5.5       Maintenance of Property; Insurance.

                  (a) Keep all material property useful and necessary in its
         business in good working order and condition (ordinary wear and tear
         and obsolescence excepted).

                  (b) Maintain with financially sound and reputable insurance
         companies insurance on all its material property in at least such
         amounts and against at least such risks as are usually insured against
         in the same general area by companies engaged in the same or a similar
         business; and furnish to the Administrative Agent, upon written
         request, full information as to the insurance carried; provided,
         however, that the Borrower and its Subsidiaries may maintain self
         insurance plans to the extent companies of similar size and in similar
         businesses do so.






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<PAGE>

         Section 5.6       Inspection of Property; Books and Records;
Discussions.

         Keep proper books and records of accounts in which full, true and
correct entries in conformity with GAAP and all Requirements of Law shall be
made of all dealings and transactions in relation to its businesses and
activities; and, provided that the Administrative Agent, the Lenders use
reasonable efforts to minimize disruption to the business of the Borrower and
its Subsidiaries, permit representatives of the Administrative Agent or any
Lender, from time to time, to visit and inspect its properties and to inspect,
audit and make extracts from its books, records and files, including without
limitation management letters prepared by independent accountants and to discuss
with its principal officers, and its independent accountants, its business,
assets, liabilities, financial condition, results of operations and business
prospects.

         Section 5.7       Notices.

         Give notice in writing to the Administrative Agent (which shall
promptly transmit such notice to each Lender) of:

                  (a) promptly, but in any event within two (2) days after the
         Borrower knows or has reason to know thereof, the occurrence of any
         Default or Event of Default;

                  (b) promptly and in any event within three (3) Business Days
         after the Borrower knows or has reason to know thereof, the
         commencement of any (i) Material Proceeding, (ii) loss of or damage to
         any assets of the Borrower or any Subsidiary that likely will result in
         a Material Adverse Effect and (iii) litigation, investigation or
         proceeding involving an environmental claim or potential liability
         under Environmental Laws in excess of $1,000,000;

                  (c) promptly and in any event within three (3) Business Days
         after the Borrower knows or has reason to know thereof, default by
         Borrower or any Subsidiary under any note, indenture, loan agreement,
         mortgage or other similar agreement to which the Borrower or any
         Subsidiary is a party or by which the Borrower or any Subsidiary is
         bound, which relates to borrowed money, or of any other default under
         any other note, indenture, loan agreement, mortgage or other similar
         agreement to which the Borrower or any Subsidiary is a party or by
         which the Borrower or any Subsidiary is bound if such other default may
         result in a material and adverse effect on the Borrower's financial
         condition or operations;

                  (d) promptly and in any event within thirty (30) Business Days
         after the Borrower knows or has reason to know thereof: (i) the
         occurrence or expected occurrence of any Reportable Event with respect
         to any Plan, a failure to make any required contribution to a Plan, the
         creation of any Lien in favor of the PBGC (other than a Permitted Lien)
         or a Plan or any withdrawal from, or the termination, Reorganization or
         Insolvency of, any Multiemployer Plan or (ii) the institution of
         proceedings or the taking of any other action by the PBGC or the
         Borrower or any Commonly Controlled Entity or any Multiemployer Plan
         with respect to the withdrawal from, or the terminating, Reorganization
         or Insolvency of, any Plan; and

                  (e) promptly and in any event within three (3) Business Days
         after the Borrower knows or has reason to know thereof, any other
         development or event which could reasonably be expected to have a
         Material Adverse Effect.






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<PAGE>

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto. In
the case of any notice of a Default or Event of Default, the Borrower shall
specify that such notice is a Default or Event of Default notice on the face
thereof.

         Section 5.8       Environmental Laws.

                  (a) Comply in all material respects with, and ensure
         compliance in all material respects by all tenants and subtenants, if
         any, with, all applicable Environmental Laws and obtain and comply in
         all material respects with and maintain, and ensure that all tenants
         and subtenants obtain and comply in all material respects with and
         maintain, any and all licenses, approvals, notifications, registrations
         or permits required by applicable Environmental Laws except to the
         extent that failure to do so could not reasonably be expected to have a
         Material Adverse Effect;

                  (b) Conduct and complete all investigations, studies, sampling
         and testing, and all remedial, removal and other actions required under
         Environmental Laws and promptly comply in all material respects with
         all lawful orders and directives of all Governmental Authorities
         regarding Environmental Laws except to the extent that the same are
         being contested in good faith by appropriate proceedings and the
         pendency of such proceedings could not reasonably be expected to have a
         Material Adverse Effect; and

                  (c) Defend, indemnify and hold harmless the Administrative
         Agent and the Lenders, and their respective employees, agents, officers
         and directors, from and against any and all claims, demands, penalties,
         fines, liabilities, settlements, damages, costs and expenses of
         whatever kind or nature known or unknown, contingent or otherwise,
         arising out of, or in any way relating to the violation of,
         noncompliance with or liability under, any Environmental Law applicable
         to the operations of the Borrower, any of its Subsidiaries or the
         Properties, or any orders, requirements or demands of Governmental
         Authorities related thereto, including, without limitation, reasonable
         attorney's and consultant's fees, investigation and laboratory fees,
         response costs, court costs and litigation expenses, except to the
         extent that any of the foregoing arise out of the gross negligence or
         willful misconduct of the party seeking indemnification therefor. The
         agreements in this paragraph shall survive repayment of the Notes and
         all other amounts payable hereunder.

         Section 5.9       Financial Covenants.

         Commencing on the day immediately following the Closing Date, the
Credit Parties shall comply with the following financial covenants:







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<PAGE>

                  (a) Consolidated Leverage Ratio. The Consolidated Leverage
         Ratio, as of the last day of each fiscal quarter of the Borrower and
         its consolidated Subsidiaries shall be less than or equal to 2.50 to
         1.0.

                  (b) Consolidated Fixed Charge Coverage Ratio. The Consolidated
         Fixed Charge Coverage Ratio, as of the last day of each fiscal quarter
         of the Borrower and its consolidated Subsidiaries shall be greater than
         or equal to (i) 1.50 to 1.0 until the end of the first fiscal quarter
         of the Borrower's fiscal year 2005 and (ii) 2.00 to 1.0 for each fiscal
         quarter of the Borrower ending thereafter.

                  (c) Consolidated Net Worth. Consolidated Net Worth shall at
         all times be greater than or equal to $125,000,000 plus 50% of
         Consolidated Net Income (if positive) from the Closing Date to the date
         of computation plus 80% of all Equity Issuances from the Closing Date
         to the date of computation.

         Section 5.10      Additional Subsidiary Guarantors.

         The Credit Parties will cause each of their Domestic Subsidiaries,
whether newly formed, after acquired or otherwise existing, to promptly become a
Guarantor hereunder by way of execution of a Joinder Agreement.

         Section 5.11      Compliance with Law.

         To the extent failure to do so would have a Material Adverse Effect,
each Credit Party will, and will cause each of its Subsidiaries to observe and
remain in compliance with all applicable Requirements of Law and maintain in
full force and effect all permits, authorizations, registrations and consents
from any Governmental Authority, in each case applicable to the conduct of its
business.

         Section 5.12      Further Assurances.

                  (a) By no later than five (5) Business Days after the Closing
         Date, the Administrative Agent shall have received a secretary's
         certificate, certified articles of incorporation, by-laws, resolutions,
         incumbency and a certificate of good standing of Magic Subsidiary
         Corporation.

                  (b) By no later than 120 days after the Funding Date, the
         Borrower shall have acquired 100% of the Capital Stock of the Acquired
         Company.








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<PAGE>

                                   ARTICLE VI

                               NEGATIVE COVENANTS

         The Credit Parties hereby covenant and agree that on the Closing Date,
and thereafter for so long as this Credit Agreement is in effect and until the
Commitments have terminated, no Note remains outstanding and unpaid and the
Credit Party Obligations, together with interest, Commitment Fee and all other
amounts owing to the Administrative Agent or any Lender hereunder, are paid in
full that:

         Section 6.1       Indebtedness.

         The Borrower will not, nor will it permit any Subsidiary to, contract,
create, incur, assume or permit to exist any Indebtedness, except:

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

                  (b) Indebtedness of the Borrower and its Subsidiaries existing
         as of the Funding Date (and not refinanced by the Loans as provided
         herein) as referenced in the financial statements referenced in Section
         3.1 (and set out more specifically in Schedule 6.1(b)) hereto and
         renewals, refinancings or extensions thereof in a principal amount not
         in excess of that outstanding as of the date of such renewal,
         refinancing or extension;

                  (c) Indebtedness of the Borrower and its Subsidiaries incurred
         after the Closing Date consisting of Capital Leases or Indebtedness
         incurred to provide all or a portion of the purchase price or cost of
         construction of an asset provided that (i) such Indebtedness when
         incurred shall not exceed the purchase price or cost of construction of
         such asset; (ii) no such Indebtedness shall be refinanced for a
         principal amount in excess of the principal balance outstanding thereon
         at the time of such refinancing; and (iii) the total amount of all such
         Indebtedness shall not exceed $2,000,000 at any time outstanding;

                  (d) Unsecured intercompany Indebtedness among the Credit
         Parties, provided that any such Indebtedness shall be fully
         subordinated to the Credit Party Obligations hereunder on terms
         reasonably satisfactory to the Administrative Agent;

                  (e) Indebtedness and obligations owing under Hedging
         Agreements relating to the Loans hereunder and other Hedging Agreements
         entered into in order to manage existing or anticipated interest rate,
         exchange rate or commodity price risks and not for speculative
         purposes;

                  (f) Indebtedness and obligations of Credit Parties owing under
         documentary letters of credit for the purchase of goods or other
         merchandise (but not under standby, direct pay or other letters of
         credit except for the Letters of Credit hereunder) generally;






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<PAGE>

                  (g) Guaranty Obligations in respect of Indebtedness of a
         Credit Party to the extent such Indebtedness is permitted to exist or
         be incurred pursuant to this Section 6.1;

                  (h) other Indebtedness of the Borrower and its Subsidiaries
         provided that such Indebtedness is non-recourse to the Borrower or any
         of its Subsidiaries and does not exceed $1,000,000 in the aggregate at
         any time outstanding.

         Section 6.2       Liens.

         The Borrower will not, nor will it permit any Subsidiary to, contract,
create, incur, assume or permit to exist any Lien with respect to any of its
property or assets of any kind (whether real or personal, tangible or
intangible), whether now owned or hereafter acquired, except for Permitted
Liens.

         Section 6.3       Nature of Business.

         The Borrower will not, nor will it permit any Subsidiary to, alter the
character of its business in any material respect from that conducted as of the
Closing Date.

         Section 6.4       Consolidation, Merger, Sale or Purchase of Assets,
etc.

         The Borrower will not, nor will it permit any Subsidiary to,

                  (a) dissolve, liquidate or wind up its affairs, sell,
         transfer, lease or otherwise dispose of its property or assets or agree
         to do so at a future time except the following, without duplication,
         shall be expressly permitted:

                      (i) Specified Sales;

                      (ii) the sale, transfer, lease or other disposition of
                  property or assets (A) to an unrelated party not in the
                  ordinary course of business (other than Specified Sales),
                  where and to the extent that they are the result of a Recovery
                  Event or (B) the sale, lease, transfer or other disposition of
                  machinery, parts and equipment no longer used or useful in the
                  conduct of the business of the Borrower or any of its
                  Subsidiaries, as appropriate, in its reasonable discretion, so
                  long as and the net proceeds therefrom are used to repair or
                  replace damaged property or to purchase or otherwise acquire
                  new assets or property, provided that such purchase or
                  acquisition is committed to within 180 days of receipt of the
                  net proceeds and such purchase or acquisition is consummated
                  within 270 days of receipt of such proceeds;

                      (iii) the sale, lease or transfer of property or assets
                  (at fair market value) from the Borrower to any Guarantor;






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<PAGE>

                      (iv) the sale, lease or transfer of property or assets (at
                  fair market value) from a Guarantor to another Guarantor; and

                      (v) the sale, lease or transfer of property or assets not
                  to exceed $1,000,000 in the aggregate in any fiscal year;

         provided, that in each case at least 75% of the consideration received
         therefor by the Borrower or any such Subsidiary is in the form of cash
         or Cash Equivalents; provided, further, that with respect to sales of
         assets permitted hereunder only, the Administrative Agent shall be
         entitled, without the consent of the Required Lenders, to release its
         Liens relating to the particular assets sold; or

                  (b) (i) purchase, lease or otherwise acquire (in a single
         transaction or a series of related transactions) the property or assets
         of any Person (other than purchases or other acquisitions of inventory,
         leases, materials, property and equipment in the ordinary course of
         business, except as otherwise limited or prohibited herein) or (ii)
         enter into any transaction of merger or consolidation, except for (A)
         Investments or acquisitions (including Permitted Acquisitions and the
         Acquisition) permitted pursuant to Section 6.5, and (B) the merger or
         consolidation of a Credit Party with and into another Credit Party,
         provided that if the Borrower is a party thereto, the Borrower will be
         the surviving corporation.

         Section 6.5       Advances, Investments and Loans.

         The Borrower will not, nor will it permit any Subsidiary to, lend money
or extend credit or make advances to any Person, or purchase or acquire any
stock, obligations or securities of, or any other interest in, or make any
capital contribution to, any Person except for Permitted Investments and the
Acquisition.

         Section 6.6       Transactions with Affiliates.

         The Borrower will not, nor will it permit any Subsidiary to, enter into
any transaction or series of transactions, whether or not in the ordinary course
of business, with any officer, director, shareholder or Affiliate of such Person
other than on terms and conditions substantially as favorable as would be
obtainable in a comparable arm's-length transaction with a Person other than an
officer, director, shareholder or Affiliate.

         Section 6.7       Ownership of Subsidiaries; Restrictions.

         The Borrower will not, nor will it permit any Subsidiary to, create,
form or acquire any Subsidiaries, except for Domestic Subsidiaries which are
joined as Additional Credit Parties in accordance with the terms hereof. The
Borrower will not sell, transfer, pledge or otherwise dispose of any Capital
Stock or other equity interests in any of its Subsidiaries, nor will it permit
any of its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of
any of their Capital Stock or other equity interests, except in a transaction
permitted by Section 6.4. The Borrower shall not, and shall not permit any of
its Subsidiaries to, amend, modify or change its shareholders' agreements or
other equity-related documents (excluding amendments to stock option plan
documents) in any material respect without the prior written consent of the
Required Lenders.






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<PAGE>

         Section 6.8       Fiscal Year; Organizational Documents; Material
Contracts.

         The Borrower will not, nor will it permit any of its Subsidiaries to
(a) change its fiscal year, (b) amend, modify or change its articles of
incorporation (or corporate charter or other similar organizational document) or
by-laws (or other similar document) in any material respect or in any respect
adverse to the interests of the Lenders without the prior written consent of the
Required Lenders or (c) amend, modify, cancel, terminate or fail to renew or
extend or permit the amendment, modification, cancellation or termination of any
Material Contract without the prior written consent of the Required Lenders,
except in the event that such amendments, modifications, cancellations or
terminations could not reasonably be expected to have a Material Adverse Effect.

         Section 6.9       Limitation on Restricted Actions.

         The Borrower will not, nor will it permit any Subsidiary to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any such Person to (a) pay
dividends or make any other distributions to any Credit Party on its Capital
Stock or with respect to any other interest or participation in, or measured by,
its profits, (b) pay any Indebtedness or other obligation owed to any Credit
Party, (c) make loans or advances to any Credit Party, (d) sell, lease or
transfer any of its properties or assets to any Credit Party, or (e) act as a
Guarantor and pledge its assets pursuant to the Credit Documents or any
renewals, refinancings, exchanges, refundings or extension thereof, except (in
respect of any of the matters referred to in clauses (a)-(d) above) for such
encumbrances or restrictions existing under or by reason of (i) this Credit
Agreement and the other Credit Documents, (ii) applicable law, (iii) any
document or instrument governing Indebtedness incurred pursuant to Section
6.1(c), provided that any such restriction contained therein relates only to the
asset or assets constructed or acquired in connection therewith or (iv) any
Permitted Lien or any document or instrument governing any Permitted Lien,
provided that any such restriction contained therein relates only to the asset
or assets subject to such Permitted Lien.

         Section 6.10      Restricted Payments.

         Each of the Credit Parties will not, nor will it permit any Subsidiary
to, directly or indirectly, declare, order, make or set apart any sum for or pay
any Restricted Payment, except (a) to make dividends payable solely in the
common stock or equivalent equity interests of such Person and (b) to make
dividends or other distributions payable to the Borrower or any wholly owned
Subsidiary of the Borrower that is a Guarantor (directly or indirectly through
Subsidiaries).






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<PAGE>

         Section 6.11      Prepayments of Subordinated Debt, etc.

         The Borrower will not, nor will it permit any Subsidiary to, after the
issuance thereof, amend or modify (or permit the amendment or modification of)
any of the terms of any Subordinated Debt if such amendment or modification
would add or change any terms in a manner adverse to the issuer of such
Subordinated Debt or the Lenders, or shorten the final maturity or average life
to maturity or require any payment to be made sooner than originally scheduled
or increase the interest rate applicable thereto or change any subordination
provision thereof.

         Section 6.12      Sale Leasebacks.

         The Borrower will not, nor will it permit any Subsidiary to, directly
or indirectly, become or remain liable as lessee or as guarantor or other surety
with respect to any lease, whether an operating lease or a Capital Lease, of any
property (whether real, personal or mixed), whether now owned or hereafter
acquired in excess of $1,000,000 in the aggregate on an annual basis, (a) which
the Borrower or any Subsidiary has sold or transferred or is to sell or transfer
to a Person which is not the Borrower or any Subsidiary or (b) which the
Borrower or any Subsidiary intends to use for substantially the same purpose as
any other property which has been sold or is to be sold or transferred by the
Borrower or any Subsidiary to another Person which is not the Borrower or any
Subsidiary in connection with such lease.

         Section 6.13      No Further Negative Pledges.

         The Borrower will not, nor will it permit any Subsidiary to, enter
into, assume or become subject to any agreement prohibiting or otherwise
restricting the creation or assumption of any Lien upon its properties or
assets, whether now owned or hereafter acquired, or requiring the grant of any
security for such obligation if security is given for some other obligation,
except (a) pursuant to this Credit Agreement and the other Credit Documents, (b)
pursuant to any document or instrument governing Indebtedness incurred pursuant
to Section 6.1(c), provided that any such restriction contained therein relates
only to the asset or assets constructed or acquired in connection therewith and
(c) in connection with any Permitted Lien or any document or instrument
governing any Permitted Lien, provided that any such restriction contained
therein relates only to the asset or assets subject to such Permitted Lien.
















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                                   ARTICLE VII

                                EVENTS OF DEFAULT

         Section 7.1       Events of Default.

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

                  (a) The Borrower shall fail (i) to pay any principal on any
         Note when due in accordance with the terms thereof or hereof, (ii) to
         reimburse the Issuing Lender for any LOC Obligations when due in
         accordance with the terms hereof, or (iii) to pay any interest on any
         Note or any fee or other amount payable hereunder when due in
         accordance with the terms thereof or hereof and the failure to pay such
         interest, fee or other amount pursuant to this clause (iii) shall
         continue unremedied for three (3) Business Days (or any Guarantor shall
         fail to pay on the Guaranty in respect of any of the foregoing or in
         respect of any other Guaranty Obligations thereunder); or

                  (b) Any representation or warranty made or deemed made herein
         or in any of the other Credit Documents or which is contained in any
         certificate, document or financial or other statement furnished at any
         time under or in connection with this Credit Agreement shall prove to
         have been incorrect, false or misleading in any material respect on or
         as of the date made or deemed made; or

                  (c) (i) Any Credit Party shall fail to perform, comply with or
         observe any term, covenant or agreement applicable to it contained in
         Section 5.1, Section 5.2, Section 5.7(a), Section 5.9, 5.12 or Article
         VI hereof; or (ii) any Credit Party shall fail to comply with any other
         covenant, contained in this Credit Agreement or the other Credit
         Documents or any other agreement, document or instrument among any
         Credit Party, the Administrative Agent and the Lenders or executed by
         any Credit Party in favor of the Administrative Agent or the Lenders
         (other than as described in Sections 7.1(a) or 7.1(c)(i) above), and in
         the event such breach or failure to comply is capable of cure, is not
         cured within thirty (30) days of its occurrence; or

                  (d) The Borrower or any of its Subsidiaries shall (i) default
         in any payment of principal of or interest on any Indebtedness (other
         than the Notes) in a principal amount outstanding of at least
         $1,000,000 in the aggregate for the Borrower and any of its
         Subsidiaries beyond the period of grace (not to exceed thirty (30)
         days), if any, provided in the instrument or agreement under which such
         Indebtedness was created; (ii) default in the observance or performance
         of any other agreement or condition relating to any Indebtedness in a
         principal amount outstanding of at least $1,000,000 in the aggregate
         for the Borrower and its Subsidiaries or contained in any instrument or
         agreement evidencing, securing or relating thereto, or any other event
         shall occur or condition exist, the effect of which default or other
         event or condition is to cause, or to permit the holder or holders of
         such Indebtedness or beneficiary or beneficiaries of such Indebtedness
         (or a trustee or agent on behalf of such holder or holders or
         beneficiary or beneficiaries) to cause, with the giving of notice if
         required, such Indebtedness to become due prior to its stated maturity;
         or (iv) breach or default any Hedging Agreement between the Borrower
         and any Lender or Affiliate of a Lender; or






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<PAGE>

                  (e) (i) The Borrower or any of its Subsidiaries shall commence
         any case, proceeding or other action (A) under any existing or future
         law of any jurisdiction, domestic or foreign, relating to bankruptcy,
         insolvency, reorganization or relief of debtors, seeking to have an
         order for relief entered with respect to it, or seeking to adjudicate
         it a bankrupt or insolvent, or seeking reorganization, arrangement,
         adjustment, winding-up, liquidation, dissolution, composition or other
         relief with respect to it or its debts, or (B) seeking appointment of a
         receiver, trustee, custodian, conservator or other similar official for
         it or for all or any substantial part of its assets, or the Borrower or
         any of its Subsidiaries shall make a general assignment for the benefit
         of its creditors; or (ii) there shall be commenced against the Borrower
         or any of its Subsidiaries any case, proceeding or other action of a
         nature referred to in clause (i) above which (A) results in the entry
         of an order for relief or any such adjudication or appointment or (B)
         remains undismissed, undischarged or unbonded for a period of sixty
         (60) days; or (iii) there shall be commenced against the Borrower or
         any of its Subsidiaries any case, proceeding or other action seeking
         issuance of a warrant of attachment, execution, distraint or similar
         process against all or any substantial part of its assets which results
         in the entry of an order for any such relief which shall not have been
         vacated, discharged, or stayed or bonded pending appeal within sixty
         (60) days from the entry thereof; or (iv) the Borrower or any of its
         Subsidiaries shall take any action in furtherance of, or indicating its
         consent to, approval of, or acquiescence in, any of the acts set forth
         in clause (i), (ii), or (iii) above; or (v) the Borrower or any of its
         Subsidiaries shall generally not, or shall be unable to, or shall admit
         in writing their inability to, pay its debts as they become due; or

                  (f) One or more judgments or decrees shall be entered against
         the Borrower or any of its Subsidiaries involving in the aggregate a
         liability (to the extent not paid when due or covered by insurance) of
         $1,000,000 or more and all such judgments or decrees shall not have
         been paid and satisfied, vacated, discharged, stayed or bonded pending
         appeal within ten (10) days from the entry thereof; or

                  (g) (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan or any Lien in favor of the PBGC or a Plan
         (other than a Permitted Lien) shall arise on the assets of the Borrower
         or any Commonly Controlled Entity, (iii) a Reportable Event shall occur
         with respect to, or proceedings shall commence to have a trustee
         appointed, or a trustee shall be appointed, to administer or to
         terminate, any Single Employer Plan, which Reportable Event or
         commencement of proceedings or appointment of a trustee is, in the
         reasonable opinion of the Required Lenders, likely to result in the
         termination of such Plan for purposes of Title IV of ERISA, (iv) any
         Single Employer Plan shall terminate for purposes of Title IV of ERISA,
         (v) the Borrower, any of its Subsidiaries or any Commonly Controlled
         Entity shall, or in the reasonable opinion of the Required Lenders is
         likely to, incur any liability in connection with a withdrawal from, or
         the Insolvency or Reorganization of, any Multiemployer Plan or (vi) any
         other similar event or condition shall occur or exist with respect to a
         Plan; and in each case in clauses (i) through (vi) above, such event or
         condition, together with all other such events or conditions, if any,
         could have a Material Adverse Effect; or






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<PAGE>

                  (h) There shall occur a Change of Control; or

                  (i) At any time after the execution and delivery thereof, the
         Guaranty for any reason, other than the satisfaction in full of all
         Credit Party Obligations, shall cease to be in full force and effect
         (other than in accordance with its terms) or shall be declared to be
         null and void, or any Credit Party shall contest the validity or
         enforceability of the Guaranty or any Credit Document in writing or
         deny in writing that it has any further liability, including with
         respect to future advances by the Lenders, under any Credit Document to
         which it is a party; or

                  (j) Any other Credit Document shall fail to be in full force
         and effect or to give the Administrative Agent and/or the Lenders the
         rights, powers and privileges purported to be created thereby (except
         as such documents may be terminated or no longer in force and effect in
         accordance with the terms thereof, other than those indemnities and
         provisions which by their terms shall survive).

         Section 7.2       Acceleration; Remedies.

         Upon the occurrence of an Event of Default, then, and in any such
event, (a) if such event is an Event of Default specified in Section 7.1(e)
above, automatically the Commitments shall immediately terminate and the Loans
(with accrued interest thereon), and all other amounts under the Credit
Documents (including without limitation the maximum amount of all contingent
liabilities under Letters of Credit) shall immediately become due and payable,
and (b) if such event is any other Event of Default, either or both of the
following actions may be taken: (i) with the written consent of the Required
Lenders, the Administrative Agent may, or upon the written request of the
Required Lenders, the Administrative Agent shall, by notice to the Borrower
declare the Commitments to be terminated forthwith, whereupon the Commitments
shall immediately terminate; and (ii) the Administrative Agent may, or upon the
written request of the Required Lenders, the Administrative Agent shall, by
notice of default to the Borrower, declare the Loans (with accrued interest
thereon) and all other amounts owing under this Credit Agreement and the Notes
to be due and payable forthwith and direct the Borrower to pay to the
Administrative Agent cash collateral as security for the LOC Obligations for
subsequent drawings under then outstanding Letters of Credit an amount equal to
the maximum amount of which may be drawn under Letters of Credit then
outstanding, whereupon the same shall immediately become due and payable.










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                                  ARTICLE VIII

                                    THE AGENT

         Section 8.1       Appointment.

         Each Lender hereby irrevocably designates and appoints Wachovia Bank,
National Association as the Administrative Agent of such Lender under this
Credit Agreement, and each such Lender irrevocably authorizes Wachovia Bank,
National Association, as the Administrative Agent for such Lender, to take such
action on its behalf under the provisions of this Credit Agreement and to
exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Credit Agreement, together with such
other powers as are reasonably incidental thereto. Notwithstanding any provision
to the contrary elsewhere in this Credit Agreement, the Administrative Agent
shall not have any duties or responsibilities, except those expressly set forth
herein, or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Credit Agreement or otherwise exist against the Administrative Agent.

         Section 8.2       Delegation of Duties.

         The Administrative Agent may execute any of its duties under this
Credit Agreement by or through agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care. Without
limiting the foregoing, the Administrative Agent may appoint one of its
affiliates as its agent to perform the functions of the Administrative Agent
hereunder relating to the advancing of funds to the Borrower and distribution of
funds to the Lenders and to perform such other related functions of the
Administrative Agent hereunder as are reasonably incidental to such functions.

         Section 8.3       Exculpatory Provisions.

         Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection with this Credit Agreement (except for its or such Person's own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
the Borrower or any officer thereof contained in this Credit Agreement or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this Credit
Agreement or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of any of the Credit Documents or for any failure of the Borrower
to perform their obligations hereunder or thereunder. The Administrative Agent
shall not be under any obligation to any Lender to ascertain or to inquire as to
the observance or performance by the Borrower of any of the agreements contained
in, or conditions of, this Credit Agreement, or to inspect the properties, books
or records of the Borrower.






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<PAGE>

         Section 8.4       Reliance by Administrative Agent.

         The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any Note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it in
good faith to be genuine and correct and to have been signed, sent or made by
the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrower), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless (a) a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Administrative Agent and (b)
the Administrative Agent shall have received the written agreement of such
assignee to be bound hereby as fully and to the same extent as if such assignee
were an original Lender party hereto, in each case in form satisfactory to the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Credit Agreement unless it
shall first receive such advice or concurrence of the Required Lenders as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under any of the Credit Documents in accordance with a request of the Required
Lenders or all of the Lenders, as may be required under this Credit Agreement,
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Lenders and all future holders of the Notes.

         Section 8.5       Notice of Default.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Borrower referring
to this Credit Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders; provided, however, that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders except to the extent that
this Credit Agreement expressly requires that such action be taken, or not
taken, only with the consent or upon the authorization of the Required Lenders,
or all of the Lenders, as the case may be.

         Section 8.6       Non-Reliance on Administrative Agent and Other
Lenders.

         Each Lender expressly acknowledges that neither the Administrative
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or affiliates has made any representation or warranty to it and that no act by
the Administrative Agent hereinafter taken, including any review of the affairs
of the Borrower, shall be deemed to constitute any representation or warranty by





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<PAGE>

the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and made its own decision to make
its Loans hereunder and enter into this Credit Agreement. Each Lender also
represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Credit Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Borrower. Except for notices, reports and
other documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Borrower which may come into
the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

         Section 8.7       Indemnification.

         The Lenders agree to indemnify the Administrative Agent in its capacity
hereunder (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their respective
Commitment Percentages in effect on the date on which indemnification is sought
under this Section, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Notes) be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of any Credit Document or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing; provided, however, that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
to the extent resulting from the Administrative Agent's gross negligence or
willful misconduct, as determined by a court of competent jurisdiction. The
agreements in this Section 8.7 shall survive the termination of this Credit
Agreement and payment of the Notes and all other amounts payable hereunder.

         Section 8.8       Administrative Agent in Its Individual Capacity.

         The Administrative Agent and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrower as
though the Administrative Agent were not the Administrative Agent hereunder.
With respect to its Loans made or renewed by it and any Note issued to it, the
Administrative Agent shall have the same rights and powers under this Credit
Agreement as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.






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<PAGE>

         Section 8.9       Successor Administrative Agent.

         The Administrative Agent may resign as Administrative Agent upon thirty
(30) days' prior notice to the Borrower and the Lenders. If the Administrative
Agent shall resign as Administrative Agent under this Credit Agreement and the
Notes, then the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders, which successor agent shall be approved by the
Borrower, whereupon such successor agent shall succeed to the rights, powers and
duties of the Administrative Agent, and the term "Administrative Agent" shall
mean such successor agent effective upon such appointment and approval, and the
former Agent's rights, powers and duties as Administrative Agent shall be
terminated, without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Credit Agreement or any
holders of the Notes. After any retiring Agent's resignation as Administrative
Agent, the provisions of this Section 8.9 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent
under this Credit Agreement.


                                   ARTICLE IX

                                  MISCELLANEOUS

         Section 9.1       Amendments and Waivers.

         Neither this Credit Agreement nor any of the other Credit Documents,
nor any terms hereof or thereof may be amended, supplemented, waived or modified
except in accordance with the provisions of this Section nor may be released
except as specifically provided herein or in accordance with the provisions of
this Section 9.1. The Required Lenders may, or, with the written consent of the
Required Lenders, the Administrative Agent may, from time to time, (a) enter
into with the Borrower written amendments, supplements or modifications hereto
and to the other Credit Documents for the purpose of adding any provisions to
this Credit Agreement or the other Credit Documents or changing in any manner
the rights of the Lenders or of the Borrower hereunder or thereunder or (b)
waive, on such terms and conditions as the Required Lenders may specify in such
instrument, any of the requirements of this Credit Agreement or the other Credit
Documents or any Default or Event of Default and its consequences; provided,
however, that no such waiver and no such amendment, waiver, supplement,
modification or release shall:

                           (i) reduce the amount or extend the scheduled date of
                  maturity of any Loan or Note or any installment thereon, or
                  reduce the stated rate of any interest or fee payable
                  hereunder (other than interest at the increased post-default
                  rate) or extend the scheduled date of any payment thereof (it
                  being understood and agreed that any extension or waiver of a
                  mandatory prepayment required pursuant to Section
                  2.7(b)(ii)-(vi) shall require the consent of the Required
                  Lenders only) or increase the amount or extend the expiration
                  date of any Lender's Commitment, in each case without the
                  written consent of each Lender directly affected thereby, or






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                           (ii) amend, modify or waive any provision of this
                  Section 9.1 or reduce the percentage specified in the
                  definition of Required Lenders, without the written consent of
                  all the Lenders, or

                           (iii) amend, modify or waive any provision of Article
                  VIII without the written consent of the then Administrative
                  Agent, or

                           (iv) release all or substantially all of the
                  Guarantors from their obligations under the Guaranty, without
                  the written consent of all of the Lenders, or

                           (v) release all or substantially all of the
                  collateral (if any), without the written consent of all of the
                  Lenders, or

                           (vi) without the consent of Revolving Lenders holding
                  in the aggregate more than 50% of the outstanding Revolving
                  Commitments (or if the Revolving Commitments have been
                  terminated, the outstanding Revolving Loans), amend, modify or
                  waive Section 4.3 or waive any Default or Event of Default (or
                  amend any Credit Document to effectively waive any Default or
                  Event of Default) if the effect of such waiver is that the
                  Revolving Lenders shall be required to continue to make
                  Revolving Loans, or

                           (vii) amend, modify or waive any provision of the
                  Credit Documents requiring consent, approval or request of the
                  Required Lenders or all Lenders, without the written consent
                  of all of the Required Lenders or Lenders as appropriate; or

                           (viii) amend, modify or waive any provision of the
                  Credit Documents affecting the rights or duties of the
                  Administrative Agent or the Issuing Lender under any Credit
                  Document without the written consent of the Administrative
                  Agent and/or the Issuing Lender, as applicable, in addition to
                  the Lenders required hereinabove to take such action.

         Any such waiver, amendment, supplement or modification and any such
release shall apply equally to each of the Lenders and shall be binding upon the
Borrower, the other Credit Parties, the Lenders, the Administrative Agent and
all future holders of the Notes. In the case of any waiver, the Borrower, the
other Credit Parties, the Lenders and the Administrative Agent shall be restored
to their former position and rights hereunder and under the outstanding Loans
and Notes and other Credit Documents, and any Default or Event of Default waived
shall be deemed to be cured and not continuing; but no such waiver shall extend
to any subsequent or other Default or Event of Default, or impair any right
consequent thereon.







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<PAGE>

         Notwithstanding any of the foregoing to the contrary, the consent of
the Borrower shall not be required for any amendment, modification or waiver of
the provisions of Article VIII (other than the provisions of Section 8.9). In
addition, the Borrower and the Lenders hereby authorize the Administrative Agent
to modify this Credit Agreement by unilaterally amending or supplementing
Schedule 2.1(a) from time to time in the manner requested by the Borrower, the
Administrative Agent or any Lender in order to reflect any assignments or
transfers of the Loans as provided for hereunder; provided, however, that the
Administrative Agent shall promptly deliver a copy of any such modification to
the Borrower and each Lender.

         Notwithstanding the fact that the consent of all the Lenders is
required in certain circumstances as set forth above, (x) each Lender is
entitled to vote as such Lender sees fit on any bankruptcy reorganization plan
that affects the Loans, and each Lender acknowledges that the provisions of
Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent
provisions set forth herein and (y) the Required Lenders may consent to allow a
Credit Party to use cash collateral in the context of a bankruptcy or insolvency
proceeding.

         Section 9.2       Notices.

         Except as otherwise provided in Article II, all notices, requests and
demands to or upon the respective parties hereto to be effective shall be in
writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made (a) when delivered by
hand, (b) when transmitted via telecopy (or other facsimile device) to the
number set out herein, (c) the day following the day on which the same has been
delivered prepaid (or pursuant to an invoice arrangement) to a reputable
national overnight air courier service, or (d) the third Business Day following
the day on which the same is sent by certified or registered mail, postage
prepaid, in each case, addressed as follows in the case of the Borrower, the
other Credit Parties and the Administrative Agent, and as set forth on Schedule
9.2 in the case of the Lenders, or to such other address as may be hereafter
notified by the respective parties hereto and any future holders of the Notes:

     The Borrower
     and the other
     Credit Parties:                Intermagnetics General Corporation
                                    450 Old Niskayuna Road
                                    Latham, New York  12110
                                    Attention: Chief Financial Officer
                                    Telecopier: 518-782-7105
                                    Telephone: 518-782-1122

                                    with a copy to:

                                    Intermagnetics General Corporation
                                    450 Old Niskayuna Road
                                    Latham, New York  12110
                                    Attention: General Counsel
                                    Telecopier: 518-783-2602
                                    Telephone: 518-514-3136






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<PAGE>

     The Administrative             Wachovia Bank, National Association,
     Agent:                         as Administrative Agent
                                    Charlotte Plaza
                                    201 South College Street, CP-8
                                    Charlotte, North Carolina  28288-0680
                                    Attention: Syndication Agency Services
                                    Telecopier: 704-383-0288

                                    with a copy to:

                                    Wachovia Bank, National Association
                                    Credit Product Management
                                    300 Main Street, 3rd Floor
                                    Stamford, CT 06901
                                    Attention: Annette Herber, Vice President
                                    Telecopier: 203-406 6521
                                    Telephone: 203-406 6175

         Section 9.3       No Waiver; Cumulative Remedies.

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

         Section 9.4       Survival of Representations and Warranties.

         All representations and warranties made hereunder and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Credit Agreement and the Notes
and the making of the Loans; provided that all such representations and
warranties shall terminate on the date upon which the Commitments have been
terminated and all amounts owing hereunder and under any Notes have been paid in
full.

         Section 9.5       Payment of Expenses and Taxes.

         The Borrower agrees (a) to pay or reimburse the Administrative Agent
for all its reasonable out-of-pocket costs and expenses incurred in connection
with the development, preparation, negotiation, printing and execution of, and
any amendment, supplement or modification to, this Credit Agreement and the
other Credit Documents and any other documents prepared in connection herewith
or therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, together with the reasonable fees and
disbursements of counsel to the Administrative Agent, (b) to pay or reimburse





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each Lender and the Administrative Agent for all its costs and expenses incurred
in connection with the enforcement or preservation of any rights under this
Credit Agreement, the Notes and any such other documents, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent and to the Lenders (including reasonable allocated costs of
in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each
Lender and the Administrative Agent harmless from, any and all recording and
filing fees and any and all liabilities with respect to, or resulting from any
delay in paying, stamp, excise and other similar taxes, if any, which may be
payable or determined to be payable in connection with the execution and
delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, the Credit Documents and any such other
documents, and (d) to pay, indemnify, and hold each Lender and the
Administrative Agent and their Affiliates harmless from and against, any and all
other liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and administration
of the Credit Documents and any such other documents and the use, or proposed
use, of proceeds of the Loans (all of the foregoing, collectively, the
"indemnified liabilities"); provided, however, that the Borrower shall not have
any obligation hereunder to an indemnified party with respect to indemnified
liabilities of such indemnified party arising from the gross negligence or
willful misconduct of such indemnified party, as determined by a court of
competent jurisdiction pursuant to a final non-appealable judgment. The
agreements in this Section 9.5 shall survive repayment of the Loans and the
Credit Party Obligations.

         Section 9.6       Successors and Assigns; Participations; Purchasing
Lenders.

                  (a) This Credit Agreement shall be binding upon and inure to
         the benefit of the Borrower, the Lenders, the Administrative Agent, all
         future holders of the Notes and their respective successors and
         assigns, except that the Borrower may not assign or transfer any of its
         rights or obligations under this Credit Agreement or the other Credit
         Documents without the prior written consent of each Lender.

                  (b) Any Lender may, in the ordinary course of its commercial
         banking business and in accordance with applicable law, at any time
         sell to one or more banks or other entities ("Participants")
         participating interests in any Loan owing to such Lender, any Note held
         by such Lender, any Commitment of such Lender, or any other interest of
         such Lender hereunder. In the event of any such sale by a Lender of
         participating interests to a Participant, such Lender's obligations
         under this Credit Agreement to the other parties to this Credit
         Agreement shall remain unchanged, such Lender shall remain solely
         responsible for the performance thereof, such Lender shall remain the
         holder of any such Note for all purposes under this Credit Agreement,
         and the Borrower and the Administrative Agent shall continue to deal
         solely and directly with such Lender in connection with such Lender's
         rights and obligations under this Credit Agreement. No Lender shall
         transfer or grant any participation under which the Participant shall
         have rights to approve any amendment to or waiver of this Credit
         Agreement or any other Credit Document except to the extent such
         amendment or waiver would (i) extend the scheduled maturity of any Loan
         or Note or any installment thereon (it being understood and agreed that




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         any extension or waiver of a mandatory prepayment required pursuant to
         Section 2.7(b)(ii)-(vi) shall require the consent of the Required
         Lenders only) in which such Participant is participating, or reduce the
         stated rate or extend the time of payment of interest or fees thereon
         (except in connection with a waiver of interest at the increased
         post-default rate) or reduce the principal amount thereof, or increase
         the amount of the Participant's participation over the amount thereof
         then in effect (it being understood that a waiver of any Default or
         Event of Default shall not constitute a change in the terms of such
         participation, and that an increase in any Commitment or Loan shall be
         permitted without consent of any participant if the Participant's
         participation is not increased as a result thereof), (ii) release all
         or substantially all of the Guarantors from their obligations under the
         Guaranty, (iii) release all or substantially all of the collateral (if
         any), or (iv) consent to the assignment or transfer by the Borrower of
         any of its rights and obligations under this Credit Agreement. In the
         case of any such participation, the Participant shall not have any
         rights under this Credit Agreement or any of the other Credit Documents
         (the Participant's rights against such Lender in respect of such
         participation to be those set forth in the agreement executed by such
         Lender in favor of the Participant relating thereto) and all amounts
         payable by the Borrower hereunder shall be determined as if such Lender
         had not sold such participation; provided that each Participant shall
         be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.5 with
         respect to its participation in the Commitments and the Loans
         outstanding from time to time; provided further, that no Participant
         shall be entitled to receive any greater amount pursuant to such
         Sections than the transferor Lender would have been entitled to receive
         in respect of the amount of the participation transferred by such
         transferor Lender to such Participant had no such transfer occurred.

                  (c) Any Lender may, in the ordinary course of its commercial
         banking business and in accordance with applicable law, at any time,
         sell or assign to any Lender or any Affiliate or Related Fund thereof
         and with the consent of the Administrative Agent and, so long as no
         Event of Default has occurred and is continuing, the Borrower (in each
         case, which consent shall not be unreasonably withheld), to one or more
         additional banks or financial institutions or entities ("Purchasing
         Lenders"), all or any part of its rights and obligations under this
         Credit Agreement and the Notes in minimum amounts of $5,000,000 with
         respect to its Revolving Commitment, its Revolving Loans or its Term
         Loans (or, if less, the entire amount of such Lender's obligations),
         pursuant to a Commitment Transfer Supplement, executed by such
         Purchasing Lender and such transferor Lender (and, in the case of a
         Purchasing Lender that is not then a Lender or an Affiliate or Related
         Fund thereof, the Administrative Agent and, so long as no Event of
         Default has occurred and is continuing, the Borrower), and delivered to
         the Administrative Agent for its acceptance and recording in the
         Register; provided, however, that any sale or assignment to an existing
         Lender, or Affiliate or Related Fund thereof, shall not require the
         consent of the Administrative Agent or the Borrower nor shall any such
         sale or assignment be subject to the minimum assignment amounts
         specified herein. Upon such execution, delivery, acceptance and
         recording, from and after the Transfer Effective Date specified in such
         Commitment Transfer Supplement, (x) the Purchasing Lender thereunder
         shall be a party hereto and, to the extent provided in such Commitment
         Transfer Supplement, have the rights and obligations of a Lender







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         hereunder with a Commitment as set forth therein, and (y) the
         transferor Lender thereunder shall, to the extent provided in such
         Commitment Transfer Supplement, be released from its obligations under
         this Credit Agreement (and, in the case of a Commitment Transfer
         Supplement covering all or the remaining portion of a transferor
         Lender's rights and obligations under this Credit Agreement, such
         transferor Lender shall cease to be a party hereto). Such Commitment
         Transfer Supplement shall be deemed to amend this Credit Agreement to
         the extent, and only to the extent, necessary to reflect the addition
         of such Purchasing Lender and the resulting adjustment of Commitment
         Percentages arising from the purchase by such Purchasing Lender of all
         or a portion of the rights and obligations of such transferor Lender
         under this Credit Agreement and the Notes. On or prior to the Transfer
         Effective Date specified in such Commitment Transfer Supplement, the
         Borrower, at its own expense, shall execute and deliver to the
         Administrative Agent in exchange for the Notes delivered to the
         Administrative Agent pursuant to such Commitment Transfer Supplement
         new Notes to the order of such Purchasing Lender in an amount equal to
         the Commitment assumed by it pursuant to such Commitment Transfer
         Supplement and, unless the transferor Lender has not retained a
         Commitment hereunder, new Notes to the order of the transferor Lender
         in an amount equal to the Commitment retained by it hereunder. Such new
         Notes shall be dated the Closing Date and shall otherwise be in the
         form of the Notes replaced thereby. The Notes surrendered by the
         transferor Lender shall be returned by the Administrative Agent to the
         Borrower marked "canceled".

                  (d) The Administrative Agent shall maintain at its address
         referred to in Section 9.2 a copy of each Commitment Transfer
         Supplement delivered to it and a register (the "Register") for the
         recordation of the names and addresses of the Lenders and the
         Commitment of, and principal amount of the Loans owing to, each Lender
         from time to time. The entries in the Register shall be conclusive, in
         the absence of manifest error, and the Borrower, the Administrative
         Agent and the Lenders may treat each Person whose name is recorded in
         the Register as the owner of the Loan recorded therein for all purposes
         of this Credit Agreement. The Register shall be available for
         inspection by the Borrower or any Lender at any reasonable time and
         from time to time upon reasonable prior notice.

                  (e) Upon its receipt of a duly executed Commitment Transfer
         Supplement, together with payment to the Administrative Agent by the
         transferor Lender or the Purchasing Lender, as agreed between them, of
         a registration and processing fee of $3,500 for each Purchasing Lender
         listed in such Commitment Transfer Supplement and the Notes subject to
         such Commitment Transfer Supplement, the Administrative Agent shall (i)
         accept such Commitment Transfer Supplement, (ii) record the information
         contained therein in the Register and (iii) give prompt notice of such
         acceptance and recordation to the Lenders and the Borrower.

                  (f) The Borrower authorizes each Lender to disclose to any
         Participant or Purchasing Lender (each, a "Transferee") and any
         prospective Transferee any and all financial information in such
         Lender's possession concerning the Borrower and its Affiliates which
         has been delivered to such Lender by or on behalf of the Borrower
         pursuant to this Credit Agreement or which has been delivered to such
         Lender by or on behalf of the Borrower in connection with such Lender's
         credit evaluation of the Borrower and its Affiliates prior to becoming
         a party to this Credit Agreement, in each case subject to Section 9.15.





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                  (g) At the time of each assignment pursuant to this Section
         9.6 to a Person which is not already a Lender hereunder and which is
         not a United States person (as such term is defined in Section
         7701(a)(30) of the Code) for Federal income tax purposes, the
         respective assignee Lender shall provide to the Borrower and the
         Administrative Agent the appropriate Internal Revenue Service Forms
         (and, if applicable, a 2.18 Certificate) described in Section 2.18.

                  (h) Nothing herein shall prohibit any Lender from pledging or
         assigning any of its rights under this Credit Agreement (including,
         without limitation, any right to payment of principal and interest
         under any Note) to any Federal Reserve Bank in accordance with
         applicable laws.

         Section 9.7       Adjustments; Set-off.

                  (a) Each Lender agrees that if any Lender (a "benefited
         Lender") shall at any time receive any payment of all or part of its
         Loans, or interest thereon, or receive any collateral in respect
         thereof (whether voluntarily or involuntarily, by set-off, pursuant to
         events or proceedings of the nature referred to in Section 7.1(e), or
         otherwise) in a greater proportion than any such payment to or
         collateral received by any other Lender, if any, in respect of such
         other Lender's Loans, or interest thereon, such benefited Lender shall
         purchase for cash from the other Lenders a participating interest in
         such portion of each such other Lender's Loan, or shall provide such
         other Lenders with the benefits of any such collateral, or the proceeds
         thereof, as shall be necessary to cause such benefited Lender to share
         the excess payment or benefits of such collateral or proceeds ratably
         with each of the Lenders; provided, however, that if all or any portion
         of such excess payment or benefits is thereafter recovered from such
         benefited Lender, such purchase shall be rescinded, and the purchase
         price and benefits returned, to the extent of such recovery, but
         without interest. The Borrower agrees that each Lender so purchasing a
         portion of another Lender's Loans may exercise all rights of payment
         (including, without limitation, rights of set-off) with respect to such
         portion as fully as if such Lender were the direct holder of such
         portion.

                  (b) In addition to any rights and remedies of the Lenders
         provided by law (including, without limitation, other rights of
         set-off), each Lender shall have the right, without prior notice to the
         applicable Credit Party, any such notice being expressly waived by the
         applicable Credit Party to the extent permitted by applicable law, upon
         the occurrence of any Event of Default, to setoff and appropriate and
         apply any and all deposits (general or special, time or demand,
         provisional or final), in any currency, and any other credits,
         indebtedness or claims, in any currency, in each case whether direct or
         indirect, absolute or contingent, matured or unmatured, at any time
         held or owing by such Lender or any branch or agency thereof to or for






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         the credit or the account of any Credit Party, or any part thereof in
         such amounts as such Lender may elect, against and on account of the
         obligations and liabilities of such Credit Party to such Lender
         hereunder and claims of every nature and description of such Lender
         against such Credit Party, in any currency, whether arising hereunder,
         under the Notes or under any documents contemplated by or referred to
         herein or therein, as such Lender may elect, whether or not such Lender
         has made any demand for payment and although such obligations,
         liabilities and claims may be contingent or unmatured. The aforesaid
         right of set-off may be exercised by such Lender against the applicable
         Credit Party or against any trustee in bankruptcy, debtor in
         possession, assignee for the benefit of creditors, receiver or
         execution, judgment or attachment creditor of such Credit Party, or
         against anyone else claiming through or against such Credit Party or
         any such trustee in bankruptcy, debtor in possession, assignee for the
         benefit of creditors, receiver, or execution, judgment or attachment
         creditor, notwithstanding the fact that such right of set-off shall not
         have been exercised by such Lender prior to the occurrence of any Event
         of Default. Each Lender agrees promptly to notify the applicable Credit
         Party and the Administrative Agent after any such set-off and
         application made by such Lender; provided, however, that the failure to
         give such notice shall not affect the validity of such set-off and
         application.

         Section 9.8       Table of Contents and Section Headings.

         The table of contents and the Section and subsection headings herein
are intended for convenience only and shall be ignored in construing this Credit
Agreement.

         Section 9.9       Counterparts.

         This Credit Agreement may be executed by one or more of the parties to
this Credit Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Credit Agreement signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.

         Section 9.10      Effectiveness.

         This Credit Agreement shall become effective on the date on which all
of the parties have signed a copy hereof (whether the same or different copies)
and shall have delivered the same to the Administrative Agent pursuant to
Section 9.2 or, in the case of the Lenders, shall have given to the
Administrative Agent written, telecopied or telex notice (actually received) at
such office that the same has been signed and mailed to it.

         Section 9.11      Severability.

         Any provision of this Credit Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.






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         Section 9.12      Integration.

         This Credit Agreement and the other Credit Documents represent the
agreement of the Borrower, the other Credit Parties, the Administrative Agent
and the Lenders with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent, the Borrower, the other Credit Parties or any Lender relative to the
subject matter hereof not expressly set forth or referred to herein or therein.

         Section 9.13      Governing Law.

         This Credit Agreement and the Notes and the rights and obligations of
the parties under this Credit Agreement and the Notes shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.

         Section 9.14      Consent to Jurisdiction and Service of Process.

         All judicial proceedings brought against the Borrower and/or any other
Credit Party with respect to this Credit Agreement, any Note or any of the other
Credit Documents may be brought in any state or federal court of competent
jurisdiction in the State of New York, and, by execution and delivery of this
Credit Agreement, the Borrower and each of the other Credit Parties accepts, for
itself and in connection with its properties, generally and unconditionally, the
non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be
bound by any final judgment rendered thereby in connection with this Credit
Agreement from which no appeal has been taken or is available. The Borrower and
each of the other Credit Parties irrevocably agree that all service of process
in any such proceedings in any such court may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to it at its address set forth in Section 9.2 or at such
other address of which the Administrative Agent shall have been notified
pursuant thereto, such service being hereby acknowledged by the Borrower and the
other Credit Parties to be effective and binding service in every respect. The
Borrower, the other Credit Parties, the Administrative Agent and the Lenders
irrevocably waives any objection, including, without limitation, any objection
to the laying of venue or based on the grounds of forum non conveniens which it
may now or hereafter have to the bringing of any such action or proceeding in
any such jurisdiction. Nothing herein shall affect the right to serve process in
any other manner permitted by law or shall limit the right of any Lender to
bring proceedings against the Borrower or the other Credit Parties in the court
of any other jurisdiction.

         Section 9.15      Confidentiality.

         The Administrative Agent and each of the Lenders agrees that it will
use its best efforts not to disclose without the prior consent of the Borrower
(other than to its employees, affiliates, auditors or counsel or to another
Lender) any information (the "Information") with respect to the Borrower and its
Subsidiaries which is furnished pursuant to this Credit Agreement, any other
Credit Document or any documents contemplated by or referred to herein or
therein and which is designated by the Borrower to the Lenders in writing as





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confidential or as to which it is otherwise reasonably clear such information is
not public, except that any Lender may disclose any such Information (a) as has
become generally available to the public other than by a breach of this Section
9.15, (b) 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 the Office of the Comptroller of
the Currency or the National Association of Insurance Commissioners or similar
organizations (whether in the United States or elsewhere) or their successors,
(c) as may be required or appropriate in response to any summons or subpoena or
any law, order, regulation or ruling applicable to such Lender, (d) to any
prospective Participant or assignee in connection with any contemplated transfer
pursuant to Section 9.6, provided that such prospective transferee shall have
been made aware of this Section 9.15 and shall have agreed to be bound by its
provisions as if it were a party to this Credit Agreement, (e) to Gold Sheets
and other similar bank trade publications; such information to consist of deal
terms and other information regarding the credit facilities evidenced by this
Credit Agreement customarily found in such publications, and (f) in connection
with any suit, action or proceeding for the purpose of defending itself,
reducing its liability, or protecting or exercising any of its claims, rights,
remedies or interests under or in connection with the Credit Documents or any
Hedging Agreement. Notwithstanding anything herein to the contrary,
"Information" shall not include, and the Borrower, the other Credit Parties, the
Administrative Agent, each Lender and the respective Affiliates of each of the
foregoing (and the respective partners, directors, officers, employees, agents,
advisors and other representatives of each of the foregoing and their
Affiliates) may disclose to any and all Persons, without limitation of any kind
(i) any information with respect to the U.S. federal and state income tax
treatment of the transactions contemplated hereby and any facts that may be
relevant to understanding such tax treatment, which facts shall not include for
this purpose the names of the parties or any other Person named herein, or
information that would permit identification of the parties or such other
Persons, or any pricing terms or other nonpublic business or financial
information that is unrelated to such tax treatment or facts and (ii) all
materials of any kind (including opinions or other tax analyses) relating to
such tax treatment or facts that are provided to any of the Persons referred to
above.

         Section 9.16      Acknowledgments.

         The Borrower and the other Credit Parties each hereby acknowledges
that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of each Credit Document;

                  (b) neither the Administrative Agent nor any Lender has any
         fiduciary relationship with or duty to the Borrower or any other Credit
         Party arising out of or in connection with this Credit Agreement and
         the relationship between Administrative Agent and Lenders, on one hand,
         and the Borrower and the other Credit Parties, on the other hand, in
         connection herewith is solely that of debtor and creditor; and

                  (c) no joint venture exists among the Lenders or among the
         Borrower or the other Credit Parties and the Lenders.






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         Section 9.17      Waivers of Jury Trial.

         THE BORROWER, THE OTHER CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND
THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

         Section 9.18      USA Patriot Act Notice.

         Each Lender and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements of
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act"), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the Act.


                                    ARTICLE X

                                    GUARANTY

         Section 10.1      The Guaranty.

         In order to induce the Lenders to enter into this Credit Agreement and
to extend credit hereunder and in recognition of the direct benefits to be
received by the Guarantors from the Extensions of Credit hereunder, each of the
Guarantors hereby agrees with the Administrative Agent and the Lenders as
follows: each of the Guarantors hereby unconditionally and irrevocably jointly
and severally guarantees as primary obligor and not merely as surety the full
and prompt payment when due, whether upon maturity, by acceleration or
otherwise, of any and all Credit Party Obligations. If any or all of the Credit
Party Obligations becomes due and payable hereunder, each Guarantor
unconditionally promises to pay such Credit Party Obligations to the
Administrative Agent and the Lenders, or order of the Administrative Agent or
any such Lender, or demand, together with any and all reasonable expenses which
may be incurred by the Administrative Agent or the Lenders in collecting any of
the Credit Party Obligations.

         Notwithstanding any provision to the contrary contained herein or in
any other of the Credit Documents, to the extent the obligations of a Guarantor
shall be adjudicated to be invalid or unenforceable for any reason (including,
without limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers) then the obligations of each such Guarantor
hereunder shall be limited to the maximum amount that is permissible under
applicable law (whether federal or state and including, without limitation, the
Bankruptcy Code).






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<PAGE>

         Section 10.2      Bankruptcy.

         Additionally, each of the Guarantors unconditionally and irrevocably
guarantees jointly and severally the payment of any and all Credit Party
Obligations of the Borrower to the Lenders whether or not due or payable by the
Borrower upon the occurrence of any of the events specified in Section 7.1(e),
and unconditionally promises to pay such Credit Party Obligations to the
Administrative Agent for the account of the Lenders, or order, on demand, in
lawful money of the United States. Each of the Guarantors further agrees that to
the extent that the Borrower or a Guarantor shall make a payment or a transfer
of an interest in any property to the Administrative Agent or any Lender, which
payment or transfer or any part thereof is subsequently invalidated, declared to
be fraudulent or preferential, or otherwise is avoided, and/or required to be
repaid to the Borrower or a Guarantor, the estate of the Borrower or a
Guarantor, a trustee, receiver or any other party under any bankruptcy law,
state or federal law, common law or equitable cause, then to the extent of such
avoidance or repayment, the obligation or part thereof intended to be satisfied
shall be revived and continued in full force and effect as if said payment had
not been made.

         Section 10.3      Nature of Liability.

         The liability of each Guarantor hereunder is exclusive and independent
of any security for or other guaranty of the Credit Party Obligations of the
Borrower whether executed by any such Guarantor, any other guarantor or by any
other party, and no Guarantor's liability hereunder shall be affected or
impaired by (a) any direction as to application of payment by the Borrower or by
any other party, or (b) any other continuing or other guaranty, undertaking or
maximum liability of a guarantor or of any other party as to the Credit Party
Obligations of the Borrower, or (c) any payment on or in reduction of any such
other guaranty or undertaking, or (d) any dissolution, termination or increase,
decrease or change in personnel by the Borrower, or (e) any payment made to the
Administrative Agent or the Lenders on the Credit Party Obligations which the
Administrative Agent or such Lenders repay the Borrower pursuant to court order
in any bankruptcy, reorganization, arrangement, moratorium or other debtor
relief proceeding, and each of the Guarantors waives any right to the deferral
or modification of its obligations hereunder by reason of any such proceeding.

         Section 10.4      Independent Obligation.

         The obligations of each Guarantor hereunder are independent of the
obligations of any other Guarantor or the Borrower, and a separate action or
actions may be brought and prosecuted against each Guarantor whether or not
action is brought against any other Guarantor or the Borrower and whether or not
any other Guarantor or the Borrower is joined in any such action or actions.






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         Section 10.5      Authorization.

         Each of the Guarantors authorizes the Administrative Agent and each
Lender without notice or demand (except as shall be required by applicable
statute and cannot be waived), and without affecting or impairing its liability
hereunder, from time to time to (a) renew, compromise, extend, increase,
accelerate or otherwise change the time for payment of, or otherwise change the
terms of the Credit Party Obligations or any part thereof in accordance with
this Credit Agreement, including any increase or decrease of the rate of
interest thereon, (b) take and hold security from any Guarantor or any other
party for the payment of this Guaranty or the Credit Party Obligations and
exchange, enforce waive and release any such security, (c) apply such security
and direct the order or manner of sale thereof as the Administrative Agent and
the Lenders in their discretion may determine and (d) release or substitute any
one or more endorsers, Guarantors, the Borrower or other obligors.

         Section 10.6      Reliance.

         It is not necessary for the Administrative Agent or the Lenders to
inquire into the capacity or powers of the Borrower or the officers, directors,
members, partners or agents acting or purporting to act on their behalf, and any
Credit Party Obligations made or created in reliance upon the professed exercise
of such powers shall be guaranteed hereunder.

         Section 10.7      Waiver.

                  (a) Each of the Guarantors waives any right (except as shall
         be required by applicable statute and cannot be waived) to require the
         Administrative Agent or any Lender to (i) proceed against the Borrower,
         any other Guarantor or any other party, (ii) proceed against or exhaust
         any security held from the Borrower, any Guarantor or any other party,
         or (iii) pursue any other remedy in the Administrative Agent's or any
         Lender's power whatsoever. Each of the Guarantors waives any defense
         based on or arising out of any defense of the Borrower, any Guarantor
         or any other party other than payment in full of the Credit Party
         Obligations, including without limitation any defense based on or
         arising out of the disability of the Borrower, any Guarantor or any
         other party, or the unenforceability of the Credit Party Obligations or
         any part thereof from any cause, or the cessation from any cause of the
         liability of the Borrower other than payment in full of the Credit
         Party Obligations. The Administrative Agent or any of the Lenders may,
         at their election, foreclose on any security held by the Administrative
         Agent or a Lender by one or more judicial or nonjudicial sales, whether
         or not every aspect of any such sale is commercially reasonable (to the
         extent such sale is permitted by applicable law), or exercise any other
         right or remedy the Administrative Agent and any Lender may have
         against the Borrower or any other party, or any security, without
         affecting or impairing in any way the liability of any Guarantor
         hereunder except to the extent the Credit Party Obligations have been
         paid in full and the Commitments have been terminated. Each of the
         Guarantors waives any defense arising out of any such election by the
         Administrative Agent and each of the Lenders, even though such election
         operates to impair or extinguish any right of reimbursement or
         subrogation or other right or remedy of the Guarantors against the
         Borrower or any other party or any security.







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<PAGE>

                  (b) Each of the Guarantors waives all presentments, demands
         for performance, protests and notices, including without limitation
         notices of nonperformance, notice of protest, notices of dishonor,
         notices of acceptance of this Guaranty, and notices of the existence,
         creation or incurring of new or additional Credit Party Obligations.
         Each Guarantor assumes all responsibility for being and keeping itself
         informed of the Borrower's financial condition and assets, and of all
         other circumstances bearing upon the risk of nonpayment of the Credit
         Party Obligations and the nature, scope and extent of the risks which
         such Guarantor assumes and incurs hereunder, and agrees that neither
         the Administrative Agent nor any Lender shall have any duty to advise
         such Guarantor of information known to it regarding such circumstances
         or risks.

                  (c) Each of the Guarantors hereby agrees it will not exercise
         any rights of subrogation which it may at any time otherwise have as a
         result of this Guaranty (whether contractual, under Section 509 of the
         U.S. Bankruptcy Code, or otherwise) to the claims of the Lenders
         against the Borrower or any other guarantor of the Credit Party
         Obligations of the Borrower owing to the Lenders (collectively, the
         "Other Parties") and all contractual, statutory or common law rights of
         reimbursement, contribution or indemnity from any Other Party which it
         may at any time otherwise have as a result of this Guaranty until such
         time as the Loans hereunder shall have been paid and the Commitments
         have been terminated. Each of the Guarantors hereby further agrees not
         to exercise any right to enforce any other remedy which the
         Administrative Agent and the Lenders now have or may hereafter have
         against any Other Party, any endorser or any other guarantor of all or
         any part of the Credit Party Obligations of the Borrower and any
         benefit of, and any right to participate in, any security or collateral
         given to or for the benefit of the Lenders to secure payment of the
         Credit Party Obligations of the Borrower until such time as the Credit
         Party Obligations shall have been paid and the Commitments have been
         terminated.

         Section 10.8      Limitation on Enforcement.

         The Lenders agree that this Guaranty may be enforced only by the action
of the Administrative Agent acting upon the instructions of the Required Lenders
and that no Lender shall have any right individually to seek to enforce or to
enforce this Guaranty, it being understood and agreed that such rights and
remedies may be exercised by the Administrative Agent for the benefit of the
Lenders under the terms of this Credit Agreement. The Lenders further agree that
this Guaranty may not be enforced against any director, officer, employee or
stockholder of the Guarantors.












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                       INTERMAGNETICS GENERAL CORPORATION
                                CREDIT AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Credit
Agreement to be duly executed and delivered by its proper and duly authorized
officers as of the day and year first above written.


BORROWER:                               INTERMAGNETICS GENERAL CORPORATION,
                                        a New York corporation

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


GUARANTORS:                             MAGIC SUBSIDIARY CORPORATION, a Delaware
                                        corporation

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        IGC-POLYCOLD SYSTEMS INC., a Delaware
                                        corporation

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________



                                        IGC-MEDICAL ADVANCES INC., a Wisconsin
                                        corporation

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        SUPERPOWER INC., a Delaware corporation

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


<PAGE>


                       INTERMAGNETICS GENERAL CORPORATION
                                CREDIT AGREEMENT





AGENT AND LENDERS:                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                        as Administrative Agent, Issuing Lender,
                                        Swingline Lender and as a Lender

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

























<PAGE>


                       INTERMAGNETICS GENERAL CORPORATION
                                CREDIT AGREEMENT




                                        JPMORGAN CHASE BANK


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________




























<PAGE>

                       INTERMAGNETICS GENERAL CORPORATION
                                CREDIT AGREEMENT





                                        KEYBANK, N.A.


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

























<PAGE>


                                 Schedule 1.1-A
                                 --------------

                                    [FORM OF]
                           ACCOUNT DESIGNATION LETTER
                           --------------------------

                                     [Date]

Wachovia Bank, National Association,
as Administrative Agent
Charlotte Plaza
201 South College Street, CP-8
Charlotte, North Carolina 28288-0680
Attn: Syndication Agency Services

Ladies and Gentlemen:

         This Notice of Account Designation is delivered to you by
INTERMAGNETICS GENERAL CORPORATION, a New York corporation (the "Borrower"),
under the Credit Agreement, dated as of December 17, 2003 (as amended, restated
or otherwise modified, the "Credit Agreement"), by and among the Borrower, the
Domestic Subsidiaries of the Borrower from time to time party thereto (the
"Guarantors"), the lenders from time to time party thereto (the "Lenders"), and
Wachovia Bank, National Association, as administrative agent for the Lenders
(the "Administrative Agent"). Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Credit Agreement.

         The Administrative Agent is hereby authorized to disburse all Loan
proceeds into the following account, unless the Borrower shall designate, in
writing to the Administrative Agent, one or more other accounts:

                            [______________________]
                          ABA Routing Number [_______]
                              Account #[__________]

         Notwithstanding the foregoing, on the Closing Date, funds borrowed
under the Credit Agreement shall be sent to the institutions and/or persons
designated on the attached payment instructions.


                          [Signature on Following Page]
















<PAGE>



         IN WITNESS WHEREOF, the undersigned has executed this Account
Designation Letter as of the date first written above.

                                        INTERMAGNETICS GENERAL CORPORATION,
                                        a New York corporation

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________
































<PAGE>



                                 Schedule 1.1-B
                                 --------------

                                 PERMITTED LIENS
                                 ---------------


Mortgage dated November 16, 1998 and held by Wachovia National Bank (successor
by merger to First Union National Bank) for property located at:

450 Old Niskayuna Rd.

Latham, New York


























<PAGE>


                                                           Schedule 2.1(a)
                                                           ---------------

                                                       SCHEDULE OF LENDERS AND
                                                       -----------------------
                                                             COMMITMENTS
                                                             -----------
<TABLE>
<CAPTION>
--------------------------------------------------- ------------------- -------------------- -------------------- ------------------
                                                        Revolving            Revolving               LOC                 LOC
                                                        Committed           Commitment            Committed          Commitment
                          Lender                          Amount            Percentage             Amount            Percentage
                          ------                          ------            ----------             ------            ----------
--------------------------------------------------- ------------------- -------------------- -------------------- ------------------
<S>                                                 <C>                 <C>                  <C>                  <C>
Wachovia Bank, National Association                   $26,250,000.00       35.000000000%        $3,500,000.00       35.000000000%
--------------------------------------------------- ------------------- -------------------- -------------------- ------------------
JP Morgan Chase Bank                                  $18,750,000.00       25.000000000%        $2,500,000.00       25.000000000%
--------------------------------------------------- ------------------- -------------------- -------------------- ------------------
Key Bank, N.A.                                        $18,750,000.00       25.000000000%        $2,500,000.00       25.000000000%
--------------------------------------------------- ------------------- -------------------- -------------------- ------------------
Comerica Bank                                         $11,250,000.00       15.000000000%        $1,500,000.00       15.000000000%
--------------------------------------------------- ------------------- -------------------- -------------------- ------------------

--------------------------------------------------- ------------------- -------------------- -------------------- ------------------
                          Total                        $75,000,000             100%              $10,000,000            100%
--------------------------------------------------- ------------------- -------------------- -------------------- ------------------
</TABLE>
                                                          [RESTUBBED TABLE]
<TABLE>
<CAPTION>
--------------------------------------------------- ------------------- ---------------------
                                                        Term Loan            Term Loan
                                                        Committed            Commitment
                          Lender                          Amount             Percentage
                          ------                          ------             ----------
--------------------------------------------------- ------------------- ---------------------
<S>                                                 <C>                 <C>
Wachovia Bank, National Association                   $8,750,000.00        35.000000000%
--------------------------------------------------- ------------------- ---------------------
JP Morgan Chase Bank                                  $6,250,000.00        25.000000000%
--------------------------------------------------- ------------------- ---------------------
Key Bank, N.A.                                        $6,250,000.00        25.000000000%
--------------------------------------------------- ------------------- ---------------------
Comerica Bank                                         $3,750,000.00        15.000000000%
--------------------------------------------------- ------------------- ---------------------

--------------------------------------------------- ------------------- ---------------------
                          Total                        $25,000,000              100%
--------------------------------------------------- ------------------- ---------------------
</TABLE>





<PAGE>

                               Schedule 2.1(b)(i)
                               ------------------

                                    [FORM OF]
                               NOTICE OF BORROWING
                               -------------------

                                     [Date]

Wachovia Bank, National Association,
as Administrative Agent
Charlotte Plaza
201 South College Street, CP-8
Charlotte, North Carolina 28288-0680
Attn: Syndication Agency Services

Ladies and Gentlemen:

         Pursuant to Section [2.1(b)(i)][2.4(b)(i)] of the Credit Agreement,
dated as of December 17, 2003 (as amended, restated or otherwise modified, the
"Credit Agreement"), by and among Intermagnetics General Corporation, a New York
corporation (the "Borrower"), the Domestic Subsidiaries of the Borrower from
time to time party thereto (the "Guarantors"), the lenders from time to time
party thereto (the "Lenders") and Wachovia Bank, National Association, as
Administrative Agent for the Lenders (the "Administrative Agent"), the Borrower
hereby requests that the following:

I.       Revolving Loans be made on [date] as follows (the "Proposed
         Borrowing"):

                  (1) Total Amount of Revolving Loans               $___________

                  (2) Amount of (1) to be allocated
                      to LIBOR Rate Loans                           $___________

                  (3) Amount of (1) to be allocated
                      to Alternate Base Rate Loans                  $___________

                  (4) Interest Periods and amounts to be allocated
                      thereto in respect of LIBOR Rate Loans
                      (amounts must total (2)):

                                    (i) one month                   $___________

                                    (ii) two months                 $___________

                                    (iii) three months              $___________

                                    (iv) six months                 $___________

                                    Total LIBOR Rate Loans          $___________


         NOTE:        BORROWINGS MUST BE IN MINIMUM AMOUNTS OF (A) WITH RESPECT
                      TO LIBOR RATE LOANS $2,000,000 AND $1,000,000 INCREMENTS
                      IN EXCESS THEREOF AND (B) WITH RESPECT TO ALTERNATE BASE
                      RATE LOANS, $1,000,000 AND $500,000 INCREMENTS IN EXCESS
                      THEREOF.




<PAGE>

II.      Swingline Loans be made on [date] as follows (the "Proposed
         Borrowing"):

         Swingline Loans requested:

                  (1)      Total Amount of Swingline Loans          $___________


         NOTE:        SWINGLINE LOAN BORROWINGS  MUST BE IN MINIMUM AMOUNTS OF
                      $100,000 AND IN INTEGRAL  AMOUNTS OF $100,000 IN EXCESS
                      THEREOF.

         Terms defined in the Credit Agreement shall have the same meanings when
used herein.

         The undersigned hereby certifies that the following statements are true
on the date hereof and will be true on the date of the Proposed Borrowing:

                  (A) the representations and warranties contained in the Credit
         Agreement and in the other Credit Documents are and will be true and
         correct in all material respects, both before and after giving effect
         to the Proposed Borrowing and to the application of the proceeds
         thereof, with the same effect as though such representations and
         warranties had been made on and as of the date of such Proposed
         Borrowing (it being understood that any representation or warranty
         which by its terms is made as of a specified date shall be required to
         be true and correct in all material respects only as of such specified
         date);

                  (B) no Default or Event of Default has occurred and is
         continuing, or would result from such Proposed Borrowing or from the
         application of the proceeds thereof; and

                  (C) immediately after giving effect to the making of the
         Proposed Borrowing (and the application of the proceeds thereof), (i)
         the sum of outstanding Revolving Loans plus LOC Obligations plus
         Swingline Loans shall not exceed the Aggregate Revolving Committed
         Amount, (ii) the LOC Obligations shall not exceed the LOC Committed
         Amount and (iii) the outstanding Swingline Loans shall not exceed the
         Swingline Committed Amount.


                          [Signature on Following Page]





                                       -2-
<PAGE>


         IN WITNESS WHEREOF, the undersigned has executed this Notice of
Borrowing as of the date first written above.

                                           Very truly yours,

                                           INTERMAGNETICS GENERAL CORPORATION,
                                           a New York corporation

                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________























                                       -3-
<PAGE>




                                 Schedule 2.1(e)
                                 ---------------

                                    [FORM OF]
                                 REVOLVING NOTE
                                 --------------


                                                              _________ __, ____

         FOR VALUE RECEIVED, the undersigned, INTERMAGNETICS GENERAL
CORPORATION, a New York corporation (the "Borrower"), hereby unconditionally
promises to pay, on the Maturity Date (as defined in the Credit Agreement
referred to below), to the order of ___________ (the "Lender") at the office of
Wachovia Bank, National Association located at Charlotte Plaza, 201 South
College Street, CP-8, Charlotte, North Carolina 28288-0680, in lawful money of
the United States of America and in immediately available funds, the aggregate
unpaid principal amount of all Revolving Loans made by the Lender to the
undersigned pursuant to Section 2.1 of the Credit Agreement referred to below.
The undersigned further agrees to pay interest in like money at such office on
the unpaid principal amount hereof and, to the extent permitted by law, accrued
interest in respect hereof from time to time from the date hereof until payment
in full of the principal amount hereof and accrued interest hereon, at the rates
and on the dates set forth in the Credit Agreement.

         The holder of this Note is authorized to endorse the date and amount of
each Loan pursuant to Section 2.1 of the Credit Agreement and each payment of
principal and interest with respect thereto and its character as a LIBOR Rate
Loan or an Alternate Base Rate Loan on Schedule I annexed hereto and made a part
hereof, or on a continuation thereof which shall be attached hereto and made a
part hereof, which endorsement shall constitute prima facie evidence of the
accuracy of the information endorsed subject to manifest error; provided,
however, that the failure to make any such endorsement shall not affect the
obligations of the undersigned under this Note.

         This Note is one of the Revolving Notes referred to in the Credit
Agreement, dated as of December 17, 2003 (as amended, restated or otherwise
modified, the "Credit Agreement"), by and among the Borrower, the Domestic
Subsidiaries of the Borrower from time to time party thereto (the "Guarantors"),
the lenders from time to time party thereto (the "Lenders") and Wachovia Bank,
National Association, as Administrative Agent for the Lenders (the
"Administrative Agent"), and is entitled to the benefits thereof. Terms used but
not otherwise defined herein shall have the meanings provided in the Credit
Agreement.

         Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all as
provided therein. In the event this Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to principal and
interest, all costs of collection, including reasonable attorneys' fees.

         All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind.


                          [Signature on Following Page]




<PAGE>


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

                                            INTERMAGNETICS GENERAL CORPORATION,
                                            a New York corporation

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________





















<PAGE>
<TABLE>
<CAPTION>
                                                             SCHEDULE 1
                                                                 to
                                                           Revolving Note
                                                           --------------

                                                   LOANS AND PAYMENTS OF PRINCIPAL
                                                   -------------------------------

                                                                                        Principal
                  Amount         Type                                                     Paid
                    Of            of          Interest       Interest      Maturity        or            Principal        Notation
    Date           Loan         Loan(1)         Rate          Period         Date       Converted         Balance          Made By
    ----           ----         ----            ----          ------         ----       ---------         -------          -------
<S>               <C>           <C>          <C>             <C>           <C>           <C>              <C>             <C>
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
   ______         _______       ______       __________      _________     ________      _________        _________        ________
</TABLE>





--------------------------
(1) The type of Loan may be represented by "L" for LIBOR Rate Loans or "ABR" for
    Alternate Base Rate Loans.

<PAGE>



                                 Schedule 2.2(d)
                                 ---------------

                                    [FORM OF]
                                    TERM NOTE
                                    ---------


                                                               ________ __, ____

         FOR VALUE RECEIVED, the undersigned, INTERMAGNETICS GENERAL
CORPORATION, a New York corporation (the "Borrower"), hereby unconditionally
promises to pay, on the Maturity Date (as defined in the Credit Agreement
referred to below), to the order of ___________ (the "Lender") at the office of
Wachovia Bank, National Association at Charlotte Plaza, 201 South College
Street, CP-8, Charlotte, North Carolina 28288-0680, in lawful money of the
United States of America and in immediately available funds, the aggregate
unpaid principal amount of the Term Loan made by the Lender to the undersigned
pursuant to Section 2.2 of the Credit Agreement referred to below. The
undersigned further agrees to pay interest in like money at such office on the
unpaid principal amount hereof and, to the extent permitted by law, accrued
interest in respect hereof from time to time from the date hereof until payment
in full of the principal amount hereof and accrued interest hereon, at the rates
and on the dates set forth in the Credit Agreement.

         The holder of this Note is authorized to endorse the date and amount of
each payment of principal and interest with respect to the Term Loan evidenced
by this Note and the portion thereof that constitutes a LIBOR Rate Loan or an
Alternate Base Rate Loan on Schedule I annexed hereto and made a part hereof, or
on a continuation thereof which shall be attached hereto and made a part hereof,
which endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed subject to manifest error; provided, however, that the
failure to make any such endorsement shall not affect the obligations of the
undersigned under this Note.

         This Note is one of the Term Notes referred to in the Credit Agreement,
dated as of December 17, 2003 (as amended, restated or otherwise modified, the
"Credit Agreement"), by and among the Borrower, the Domestic Subsidiaries of the
Borrower from time to time party thereto (the "Guarantors"), the lenders from
time to time party thereto (the "Lenders") and Wachovia Bank, National
Association, as Administrative Agent for the Lenders (the "Administrative
Agent"), and is entitled to the benefits thereof. Terms used but not otherwise
defined herein shall have the meanings provided in the Credit Agreement.

         Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all as
provided therein. In the event this Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to principal and
interest, all costs of collection, including reasonable attorneys' fees.

         All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind.


                          [Signature on Following Page]




<PAGE>


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

                                            INTERMAGNETICS GENERAL CORPORATION,
                                            a New York corporation

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________


























<PAGE>
<TABLE>
<CAPTION>
                                                              SCHEDULE 1
                                                                 to
                                                              Term Note
                                                              ---------

                                                   LOANS AND PAYMENTS OF PRINCIPAL
                                                   -------------------------------

                                                                                         Principal
                  Amount         Type                                                     Paid
                    of            of          Interest      Interest      Maturity          Or            Principal        Notation
    Date           Loan         Loan(2)         Rate         Period         Date         Converted         Balance          Made By
    ----           ----         ----            ----         ------         ----         ---------         -------          -------
   <S>            <C>           <C>          <C>            <C>           <C>             <C>              <C>              <C>
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
   ______         _______       ______       __________     _________     ________        _________        _________        ________
</TABLE>





-----------------
(2) The type of Loan may be represented by "L" for LIBOR Rate Loans or "ABR" for
    Alternate Base Rate Loans.

<PAGE>



                                 Schedule 2.4(d)
                                 ---------------

                                    [FORM OF]
                                 SWINGLINE NOTE
                                 --------------

                                                               ________ __, ____

         FOR VALUE RECEIVED, the undersigned, INTERMAGNETICS GENERAL
CORPORATION, a New York corporation (the "Borrower"), hereby unconditionally
promises to pay on the Maturity Date (as defined in the Credit Agreement
referred to below), to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (the
"Swingline Lender") at the office of Wachovia Bank, National Association at
Charlotte Plaza, 201 South College Street, CP-8, Charlotte, North Carolina
28288-0680, in lawful money of the United States of America and in immediately
available funds, the aggregate unpaid principal amount of all Swingline Loans
made by the Swingline Lender to the undersigned pursuant to Section 2.4 of the
Credit Agreement referred to below. The undersigned further agrees to pay
interest in like money at such office on the unpaid principal amount hereof and,
to the extent permitted by law, accrued interest in respect hereof from time to
time from the date hereof until payment in full of the principal amount hereof
and accrued interest hereon, at the rates and on the dates set forth in the
Credit Agreement.

         The holder of this Note is authorized to endorse the date and amount of
each Swingline Loan pursuant to Section 2.4 of the Credit Agreement and each
payment of principal and interest with respect thereto and its character as an
Alternate Base Rate Loan or otherwise on Schedule I annexed hereto and made a
part hereof, or on a continuation thereof which shall be attached hereto and
made a part hereof, which endorsement shall constitute prima facie evidence of
the accuracy of the information endorsed subject to manifest error; provided,
however, that the failure to make any such endorsement shall not affect the
obligations of the undersigned under this Note.

         This Note is the Swingline Note referred to in the Credit Agreement,
dated as of December 17, 2003 (as amended, restated or otherwise modified, the
"Credit Agreement"), by and among the Borrower, the Domestic Subsidiaries of the
Borrower from time to time party thereto (the "Guarantors"), the lenders from
time to time party thereto (the "Lenders") and Wachovia Bank, National
Association, as Administrative Agent for the Lenders (the "Administrative
Agent"), and is entitled to the benefits thereof. Terms used but not otherwise
defined herein shall have the meanings provided in the Credit Agreement.

         Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all as
provided therein. In the event this Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to principal and
interest, all costs of collection, including reasonable attorneys' fees.

         All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind.


                          [Signature on Following Page]




<PAGE>


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

                                            INTERMAGNETICS GENERAL CORPORATION,
                                            a New York corporation

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________



























<PAGE>
<TABLE>
<CAPTION>
                                                   SCHEDULE 1
                                                       to
                                                 Swingline Note
                                                 --------------

                                         LOANS AND PAYMENTS OF PRINCIPAL
                                         -------------------------------


                    Amount          Type
                      of             of             Interest         Principal        Principal        Notation
      Date           Loan           Loan              Rate             Paid            Balance          Made By
      ----           ----           ----              ----             ----            -------          -------
     <S>           <C>           <C>               <C>               <C>              <C>             <C>
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
     ______        _______       __________        __________        _________        _________        ________
</TABLE>



<PAGE>



                                                  Schedule 2.10
                                                  -------------

                                                    [FORM OF]
                                         NOTICE OF CONVERSION/EXTENSION
                                         ------------------------------

                                                     [Date]


Wachovia Bank, National Association,
as Administrative Agent
Charlotte Plaza
201 South College Street, CP-8
Charlotte, North Carolina 28288-0680
Attn: Syndication Agency Services

Ladies and Gentlemen:

         Pursuant to Section 2.10 of the Credit Agreement, dated as of December
17, 2003 (as amended, restated or otherwise modified, the "Credit Agreement"),
by and among Intermagnetics General Corporation, a New York corporation (the
"Borrower"), the Domestic Subsidiaries of the Borrower from time to time party
thereto (the "Guarantors"), the lenders from time to time party thereto (the
"Lenders") and Wachovia Bank, National Association, as Administrative Agent for
the Lenders (the "Administrative Agent"), the Borrower hereby requests
conversion or extension of the following Loans be made on [date] as follows (the
"Proposed Conversion/Extension"):

         Applicable Loan:

                  __________  Revolving Loan

                  __________  Term Loan

                  (1) Total Amount of Loans to be
                      converted/extended                             $__________

                  (2) Amount of (1) to be allocated
                      to LIBOR Rate Loans                            $__________

                  (3) Amount of (1) to be allocated
                      to Alternate Base Rate Loans                   $__________

                  (4) Interest Periods and amounts to be allocated
                      thereto in respect of LIBOR Rate Loans
                      (amounts must total (2)):

                                    (i)   one month                  $__________

                                    (ii)  two months                 $__________

                                    (iii) three months               $__________

                                    (iv)  six months                 $__________

                                    Total LIBOR Rate Loans           $__________





<PAGE>


         NOTE:        PARTIAL CONVERSIONS MUST BE IN MINIMUM AMOUNTS OF
                      $2,000,000 AND $1,000,000 INCREMENTS IN EXCESS THEREOF.

         Terms defined in the Credit Agreement shall have the same meanings when
used herein.

         The undersigned hereby certifies that the following statements are true
on the date hereof and will be true on the date of the Proposed
Conversion/Extension:

                  (A) the representations and warranties contained in the Credit
         Agreement and in the other Credit Documents are and will be true and
         correct in all material respects, both before and after giving effect
         to the Proposed Conversion/Extension and to the application of the
         proceeds thereof, with the same effect as though such representations
         and warranties had been made on and as of the date of Proposed
         Conversion/Extension (it being understood that any representation or
         warranty which by its terms is made as of a specified date shall be
         required to be true and correct in all material respects only as of
         such specified date);

                  (B) no Default or Event of Default has occurred and is
         continuing, or would result from such Proposed Conversion/Extension or
         from the application of the proceeds thereof; and

                  (C) immediately after giving effect to the making of the
         Proposed Conversion/Extension (and the application of the proceeds
         thereof), (i) the sum of outstanding Revolving Loans plus LOC
         Obligations plus Swingline Loans shall not exceed the Aggregate
         Revolving Committed Amount, (ii) the LOC Obligations shall not exceed
         the LOC Committed Amount and (iii) the outstanding Swingline Loans
         shall not exceed the Swingline Committed Amount.


                          [Signature on Following Page]
















                                       -2-
<PAGE>


         IN WITNESS WHEREOF, the undersigned has executed this Notice of
Conversion/Extension as of the date first written above.

                                           Very truly yours,

                                           INTERMAGNETICS GENERAL CORPORATION,
                                           a New York corporation

                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________






















                                       -3-
<PAGE>


                                  Schedule 2.18
                                  -------------

                                    [FORM OF]
                            SECTION 2.18 CERTIFICATE
                            ------------------------

         Reference is hereby made to the Credit Agreement, dated as of December
17, 2003 (as amended, restated or otherwise modified, the "Credit Agreement"),
by and among Intermagnetics General Corporation, a New York corporation (the
"Borrower"), the domestic subsidiaries of the Borrower from time to time party
thereto (the "Guarantors"), the lenders from time to time party thereto (the
"Lenders") and Wachovia Bank, National Association, as Administrative Agent for
the Lenders (the "Administrative Agent"). Pursuant to the provisions of Section
2.18 of the Credit Agreement, the undersigned hereby certifies that it is not a
"bank" as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code
of 1986, as amended.


                                                     [NAME OF LENDER]


                                                     By:________________________
                                                     Name:______________________
                                                     Title:_____________________















<PAGE>
<TABLE>
<CAPTION>
                                                     Schedule 3.13
                                                     -------------

                                                      SUBSIDIARIES
                                                      ------------

-------------------------- ----------- -------------------------- ---------------- ---------------- ------------------
       Corporation          State of     # of Shares by Class        Number of      Percentage of       Number of
                            Incorp.                                   Shares           Shares          Outsatnding
                                                                    Outstanding      Outstanding        Options,
                                                                                                     Warrants, etc.
-------------------------- ----------- -------------------------- ---------------- ---------------- ------------------
<S>                        <C>         <C>                        <C>              <C>              <C>
Intermagnetics General     New York    20,000,000 common stock    17,908,932             90%        Warrants 105,060
Corporation                                                       (includes                         Options 1,163,225
                                                                  1,192,878 of                      Restricted
                                                                  Treasury stock)                   776,396
-------------------------- ----------- -------------------------- ---------------- ---------------- ------------------
                                       2,000,000 Preferred               0               0%                 0
                                       Stock (70,000 shares
                                       Series A non-voting
-------------------------- ----------- -------------------------- ---------------- ---------------- ------------------

-------------------------- ----------- -------------------------- ---------------- ---------------- ------------------
IGC Medical Advances,      Wisconsin   9,000 common stock                0               0%                 0
Inc.
-------------------------- ----------- -------------------------- ---------------- ---------------- ------------------

-------------------------- ----------- -------------------------- ---------------- ---------------- ------------------
IGC - PolyCold Systems     Delaware    400,000 Class A voting            0               0%                 0
Inc.
-------------------------- ----------- -------------------------- ---------------- ---------------- ------------------
                                       100,000 Class B                   0               0%                 0
                                       non-voting
-------------------------- ----------- -------------------------- ---------------- ---------------- ------------------

-------------------------- ----------- -------------------------- ---------------- ---------------- ------------------
SuperPower, Inc.           Delaware    8,000,000 Common Stock            0               0%         Options 1,200,000
-------------------------- ----------- -------------------------- ---------------- ---------------- ------------------

-------------------------- ----------- -------------------------- ---------------- ---------------- ------------------
Intermagnetics General     Barbados    Unlimited Common Stock            0               0%                 0
Foreign Sales Corporation
-------------------------- ----------- -------------------------- ---------------- ---------------- ------------------
</TABLE>
Intermagnetics General Foreign Sales Corporation        98-0141517

IGC-Polycold Systems Inc.                               06-1500422

IGC-Medical Advances Inc.                               39-1885515

SuperPower Inc.                                         14-1833246




<PAGE>

                                  Schedule 3.20
                                  -------------

                                  BROKERS' FEES
                                  -------------

AGREEMENT, made as of the 15th day of October, 2003, by and between
Intermagnetics General Corporation, a corporation organized under the laws of
the State of New York, having an office address at 450 Old Niskayuna Road,
Latham, NY 12110, with a Taxpayer I.D. No. of 14-1537454 (hereinafter referred
to as "Intermagnetics"), and PKK Consulting, Inc. with a mailing address of 2961
clay Street, San Francisco, CA 94115 and a Taxpayer No. of 11.3614648
(hereinafter referred to as "PKK").

As consideration for his services Intermagnetics shall pay PKK a transaction fee
in connection with any Acquisitions of Invivo Corporation ("Invivo" or the
"Target") (the "Transaction Fee") in an amount to be mutually agreed upon. In
addition to the foregoing fees, Intermagnetics shall reimburse PKK for
reasonable business expenses incurred by the PKK in the performance of the work
hereunder; provided, however, such expenses (i) have been approved in advance by
Intermagnetics, and (ii) are reasonably necessary for PKK's performance of the
work hereunder.




















<PAGE>

                                  Schedule 3.21
                                  -------------

                                  LABOR MATTERS
                                  -------------

                                      NONE




















<PAGE>


                                  Schedule 3.24
                                  -------------

                               MATERIAL CONTRACTS
                               ------------------


Umbrella Agreement and Supply Agreement between Philips medical Systems and
Intermagnetics General Corporation dated April 29, 1999; as amended by the
Letter of Agreement effective as of January 1, 2003.



























<PAGE>


                                  Schedule 3.25
                                  -------------

                                    INSURANCE
                                    ---------


See Attached



























<PAGE>
                       INTERMAGNETICS GENERAL CORPORATION
<TABLE>
<S>                                           <C>
LINE OF INSURANCE:                            Package Policy
-----------------

CARRIER:                                      Great Northern Insurance Company
-------

POLICY NUMBER:                                3539-48-93
-------------

POLICY PERIOD:                                2/1/03 - 2/1/04
-------------

Property:

Blanket Property & Contents                                        $70,590,000
Blanket Business Income & Extra Expenses                           $31,000,000
Accounts Receivable                                                $    25,000
Valuable Papers                                                    $    25,000
EDP Property                                                       $ 2,630,000
Personal Property At Any Other Location                            $   200,000
Personal Property In Transit                                       $    25,000
Boiler & Machinery                                                 POLICY LIMIT
Earthquake (Except California)                                     $ 5,000,000
Flood                                                              $ 5,000,000

                      SEE ATTACHED FOR ADDITIONAL COVERAGES

Deductibles:

Building, Contents & EDP                                           $     5,000
Production Machinery, Electrical Arcing, Mechanical Breakdown      $    10,000
Business Income Coverages                                          48 Hour Ded.
Earthquake                                                         $    25,000
Flood                                                              $    25,000

Replacement Cost
Functional Replacement Cost for Personal Property

General Liability:

General Aggregate Limit                                            $ 2,000,000
Products-Completed Operations Aggregate                            $ 2,000,000
Personal & Advertising Injury Limit                                $ 1,000,000
Each Occurrence Limit                                              $ 1,000,000
Damage to Rented Premises                                          Included in Occ. Limit
Medical Expense (Any One Person)                                   $    10,000

Aggregate Per Location

Employee Benefits Liability:

Each Employee Limit                                                $ 1,000,000
Aggregate Limit                                                    $ 1,000,000
Deductible                                                         $     1,000
</TABLE>



<PAGE>
<TABLE>
<S>                            <C>
Retroactive Date:   2/1/02
Commercial Package (Continued)

Exclusions:

Asbestos
Employment Related Practices

Exposure Basis:               $37,000,000 - Sales
</TABLE>


         PREMIUM: $210,074 + $644 (New York Fire Fee) = $210,718
         -------

<PAGE>


ADDITIONAL COVERAGES:
--------------------
<TABLE>
<S>                                                                             <C>
Blanket Limit of Insurance                                                      $     250,000

         Blanket limit includes Account Receivable, Consequential Loss,
         Electronic Data Processing Property, Extra Expense, Fine Arts, Fire
         Department Service Charges, Leasehold Interest - Undamaged Tenant's
         Improvements & Betterments, Outdoor Trees, Shrubs, Plants or Lawns,
         Personal Property of Employees and Valuable Papers.

Any Other Location
         Accounts Receivable                                                    $      10,000
         Building Components                                                    $      25,000
         Electronic Data Processing Property                                    $      50,000
         Fine Arts                                                              $      10,000
         Personal Property                                                      $      10,000
         Valuable Papers                                                        $      15,000

Debris Removal
         Premises Shown In The Declarations                                     $     250,000
         Any Other Location                                                     $      50,000
         In Transit                                                             $      25,000
Deferred Payments                                                               $      50,000
Exhibition, Fair or Trade Show
         Electronic Data Processing Property                                    $      50,000
         Fine Arts                                                              $       5,000
         Personal Property                                                      $       5,000
Installation
         Any Job Site                                                           $      50,000
         In Transit                                                             $      50,000
In Transit
         Accounts Receivable                                                    $      10,000
         Electronic Data Processing Property                                    $      50,000
         Fine Arts                                                              $      10,000
         Valuable Papers                                                        $      10,000
Inventory Or Appraisals                                                         $      10,000
Loss Prevention Expenses                                                        $      10,000
Money & Securities
         On Premises                                                            $      20,000
         Off Premises                                                           $      10,000
Pollutant Clean Up or Removal                                                   $      25,000
Processing Water                                                                $      10,000
Newly Acquired Premises or Newly Acquired or Constructed Property
         Building                                                               $   2,000,000
         Personal Property                                                      $   1,000,000
         Electronic Data Processing
                  Equipment                                                     $   1,000,000
                  Media                                                         $     100,000
                  Media Duplicate                                               $     100,000
         Telephone Equipment                                                    $     100,000
         Fine Arts                                                              $      20,000

Building Income
         Any Other Location                                                     $      10,000
         Contractual Penalties                                                  $      10,000
         Dependent Business Premises                                            $     250,000
         Exhibition, Fair or Trade Show                                         $      15,000
         Fees                                                                   $      10,000
         Loss of Utilities                                                      $      25,000
         Pollutant Clean-Up or Removal                                          $      10,000
</TABLE>




<PAGE>

<TABLE>
<CAPTION>
                                                    INTERMAGNETICS GENERAL CORP.
                                                       NAMED INSURED SCHEDULE

------------------------------------------------------------------- ---- -----------------------------------------------------------
                                  NAMED INSURED                                           DESCRIPTION
                                  -------------                                           -----------
------------------------------------------------------------------- ---- -----------------------------------------------------------
<S>                                                                      <C>
------------------------------------------------------------------- ---- -----------------------------------------------------------
Intermagnetics General Corporation                                       Designs and manufactures superconducting magnets for MRI
                                                                         applications
------------------------------------------------------------------- ---- -----------------------------------------------------------
                                                                         (IGC-Magnet Business Group)
------------------------------------------------------------------- ---- -----------------------------------------------------------

------------------------------------------------------------------- ---- -----------------------------------------------------------
IGC - Medical Advances, Inc.                                             Designs and manufactures radio frequency coils
------------------------------------------------------------------- ---- -----------------------------------------------------------

------------------------------------------------------------------- ---- -----------------------------------------------------------
IGC Polycold Systems, Inc.                                               Designs and produces proprietary cryogenic refrigeration
                                                                         equipment
------------------------------------------------------------------- ---- -----------------------------------------------------------

------------------------------------------------------------------- ---- -----------------------------------------------------------
Superpower, Inc.                                                         Develops commercially feasible high-temperature
                                                                         superconducting power cables and devices.
------------------------------------------------------------------- ---- -----------------------------------------------------------

------------------------------------------------------------------- ---- -----------------------------------------------------------
SuperPower LLC                                                           Develops commercially feasible high-temperature
                                                                         superconducting power cables and devices.
------------------------------------------------------------------- ---- -----------------------------------------------------------

------------------------------------------------------------------- ---- -----------------------------------------------------------
Intermagnetics General Corporation Foreign Sales Corporation             Foreign Sales
------------------------------------------------------------------- ---- -----------------------------------------------------------

------------------------------------------------------------------- ---- -----------------------------------------------------------
Intermagnetics General (Europe) Limited                                  Designs and sells refrigeration equipment
------------------------------------------------------------------- ---- -----------------------------------------------------------

------------------------------------------------------------------- ---- -----------------------------------------------------------
IGC - APD Cryogenics, Inc.                                               Designs and sells refrigeration equipment
------------------------------------------------------------------- ---- -----------------------------------------------------------

------------------------------------------------------------------- ---- -----------------------------------------------------------
InterCool Energy Corporation                                             Designs and sells the company's FRIGC family of
                                                                         refrigerants
------------------------------------------------------------------- ---- -----------------------------------------------------------
</TABLE>


<PAGE>


                       INTERMAGNETICS GENERAL CORPORATION


LINE OF INSURANCE:                            Package Policy
-----------------

CARRIER:                                      Great Northern Insurance Company
-------

POLICY NUMBER:                                7323-43-79
--------------

POLICY PERIOD:                                2/1/03 - 2/1/04
-------------

COVERAGE/LIMITS:
---------------

Coverage Territory includes anywhere in the world except for The United States,
its territories and possessions, American Samoa, Guam, the U.S. Virgin Island,
the Commonwealth of the Northern Marina Islands and the Commonwealth of Puerto
Rico and Canada.
<TABLE>
<CAPTION>
General Liability:
<S>                                                                             <C>
         Each Occurrence Limit                                                  $   1,000,000
         Personal & Advertising Injury Limit                                    $   1,000,000
         Products-Completed Operations Aggregate Limit                          $   1,000,000
         Property Damaged to Rented or Occupied Premises                        $   1,000,000
         Medical Payment                                                        $      10,000
         Threshold Amount Benefit                                               $      10,000

         Composite Rated:  Estimated Foreign Sales - $110,000,000

Business Automobile:

         Liability Limit                                                        $   1,000,000*
         Medical Payments                                                       $      10,000
         Threshold Amount Benefit                                               $      10,000

                  *This policy is not intended to satisfy any foreign country's
                  compulsory insurance requirements.

Property:

         Personal Property Including Transit                                    $      30,000
         Deductible                                                             $       2,500
</TABLE>



<PAGE>


                       INTERMAGNETICS GENERAL CORPORATION


LINE OF INSURANCE:                               Comprehensive Automobile
-----------------

CARRIER:                                         Federal Insurance Company
-------

POLICY NUMBER:                                   7350-74-12
--------------

POLICY PERIOD:                                   2/1/03 - 2/1/04
-------------

COVERAGE/LIMITS:
---------------

         Automobile Liability                                $    1,000,000

         Personal Injury Protection                          Statutory Limits

         Medical                                             $        5,000

         Uninsured/Underinsured Motorists                    $    1,000,000

         Comprehensive Ded.                                  $          500

         Collision Ded.                                      $          500

         Hired Car Physical Damage                           INCLUDED

         Rental Reimbursement                                $40/day for 30 days

         Towing                                              $50 per Disablement

         Full Glass for PPT's                                INCLUDED



         ANNUAL PREMIUM:              $20,007 + $5 (Motor Vehicle Fee) = $20,012
         --------------


<PAGE>


                                     INTERMAGNETICS GENERAL CORPORATION

                                              VEHICLE SCHEDULE
<TABLE>
<CAPTION>
VEHICLE               MODEL             VIN#                         LOCATION          CLASS       COST
                                                                                       CODE        NEW
<S>                   <C>               <C>                          <C>               <C>         <C>
1989 Ford F-250       P/U               2FTHF26H4KCB45368            Latham, NY        1499        $17,771

2001 BMW              7401              WBAGG83441DN83543            Latham, NY        7398        $69,470

1996 Plymouth         Voyager           1P4GP44R1TB327974            Latham, NY        7398        $23,454

1998 Ford             Taurus            1FAFP5213WA106654            Latham, NY        7398        $19,943

2001 Cadillac         Deville           1G6KF57971U199974            Latham, NY        7398        $53,717

1996 Ford             Windstar Van      2FMDA5145TBC57408            Milwaukee, WI     7398        $19,600

1990 Chevy            P/U               1GBGC24K5LE172906            San Rafael, CA    1499        $15,000

1997 Chevy            Astro Van         1GNDM19W1VB110206            San Rafael, CA    7398        $23,160
</TABLE>





<PAGE>


                                        INTERMAGNETICS GENERAL CORPORATION
<TABLE>
<S>                                                         <C>
LINE OF INSURANCE:                                          Ocean Marine
-----------------

CARRIER:                                                    Hartford Fire Insurance Company
-------

POLICY NUMBER:                                              01 CTPGE1672
-------------

POLICY PERIOD:                                              2/10/03 - 2/10/04
-------------

COVERAGE:                                                   All Risk - Worldwide Territorial Limits
--------

COMMODITIES:                                                Magnets, Cryogenic Refrigeration Equipment, Medical
-----------                                                 Devices for MRI, HTS Tape and associated parts and
                                                            supplies

VALUATION:                                                  Amount of Invoice plus prepaid freight plus 10%
---------

DEDUCTIBLE:                                                 $1,000 Except $5,000 for Magnets and their associated
----------                                                  parts and supplies.

LIMITS OF LIABILITY:
-------------------

Underdeck, Air and Domestic                                 $500,000
On Desk                                                     $ 50,000
Barge                                                       $ 50,000
Mail or Parcel Post                                         $ 10,000

PREMIUM BASE COMPUTED ON:
------------------------

Domestic Values Shipped                                     $7,800,000
International Values Shipped                                $5,700,000

REPORTING RATES:
---------------

Domestic                                                    $.05
International -                  IGC - Magnet               $.28 ($4,000,000) = $11,200
                                 Polycold                   EXCLUDED FROM COVERAGE
                                 Medical Advances           $.11 ($1,700,000) = $1,870
                                 SuperPower                 $.11 ($0)

DEPOSIT PREMIUM:
---------------

Domestic                                                    $ 4,063
International                                               $13,070
War                                                         $ 1,576
TOTAL PREMIUM                                               $18,729

DEPOSIT PREMIUM (50%)                                       $ 9,365
</TABLE>




<PAGE>


                           INTERMAGNETICS GENERAL CORPORATION
<TABLE>
<S>                                  <C>
LINE OF INSURANCE:                               Commercial Umbrella Liability
-----------------

CARRIER:                                         National Union Fire Insurance Company
-------

POLICY NUMBER:                                   BE5494214
-------------

POLICY PERIOD:                                   2/1/03 - 2/1/04
-------------

COVERAGE:
--------                            To pay on behalf of the Insured the ultimate
                                    net loss in excess of the applicable
                                    underlying limit which the Insured becomes
                                    legally obligated to pay as damages because
                                    of bodily injury, property damage, personal
                                    injury or advertising injury to which this
                                    insurance applies.

LIMITS:                             General Aggregate                                 $25,000,000
------                              Products/Completed Operations Aggregate           $25,000,000
                                    Each Occurrence                                   $25,000,000

EXCLUSIONS:                         Professional Liability
----------                          Aircraft Liability

ADDITIONAL COVERAGES:
--------------------
                                    Terrorism
                                    Crises Response Sublimit                       $  250,000,000
                                    Crisis Management                              $   50,000,000



                           PREMIUM:                    $90,917
                           -------
</TABLE>











<PAGE>


                           INTERMAGNETICS GENERAL CORPORATION
<TABLE>
<S>                                 <C>    <C>    <C>    <C>    <C>    <C>
LINE OF INSURANCE:                               Excess Umbrella Liability
-----------------

CARRIER:                                         Federal Insurance Company
-------

POLICY NUMBER:                                   7975-84-67
-------------

POLICY PERIOD:                                   2/1/03 - 2/1/04
-------------

COVERAGE:
--------                            To pay on behalf of the Insured the ultimate
                                    net loss in excess of underlying limit of
                                    insurance which the Insured becomes legally
                                    obligated to pay as damages because of
                                    bodily injury, property damage, personal
                                    injury or advertising injury to which this
                                    insurance applies.

LIMITS:                             General Aggregate                                 $25,000,000
------
                                    Products/Completed Operations Aggregate           $25,000,000

                                    Each Occurrence                                   $25,000,000



EXCLUSIONS:
----------                          Asbestos

                                    Pollution

                                    Professional Services



                           PREMIUM:                    $38,900
                           -------
</TABLE>





<PAGE>


                       INTERMAGNETICS GENERAL CORPORATION


LINE OF INSURANCE:                               Executive Protection Policy -
-----------------                                Directors' & Officers'

CARRIER:                                         Vigilant Insurance Company
-------

POLICY NUMBER:                                   8159-66-66
-------------

POLICY PERIOD:                                   6/25/03 - 6/25/04
-------------

COVERAGE LIMITS:
---------------

                  Each Loss                                 $10,000,000
                  Each Policy Period                        $10,000,000

         Insuring Clause 1:         Executive Liability Coverage
         ------------------

         The Company shall pay on behalf of each of the Insured Persons all Loss
         for which the Insured Person is not indemnified by the Insured
         Organization and which the Insured Person becomes legally obligated to
         pay on account of any Claim first made against him, individually or
         otherwise, during the Policy Period or, if exercised, during the
         Extended Reporting Period, for a Wrongful Act committed, attempted, or
         allegedly committed or attempted by such Insured Person before or
         during the Policy Period.

         Insuring Clause 2:         Executive Indemnification Coverage
         ------------------

         The Company shall pay on behalf of the Insured Organization all Loss
         for which the Insured Organization grants indemnification to each
         Insured Person, as permitted or required by law, which the Insured
         Person has become legally obligated to pay on account of any Claim
         first made against him, individually or otherwise, during the Policy
         Period or, if exercised, during the Extended Reporting Period, for a
         Wrongful Act committed, attempted, or allegedly committed or attempted
         by such Insured Person before or during the Policy Period.


         Insuring Clause 3:         Insured Organization Coverage
         ------------------

         The Company shall pay on behalf of any Insured Organization all Loss
         for which it becomes legally obligated to pay on account of any
         Securities Claim first made against it during the Policy Period or, if
         exercised, during the Extended Reporting Period, for a Wrongful Act.


         Insuring Clause 4:         Investigative Costs Coverage
         ------------------

         The Company shall pay on behalf of the Insured Organization all
         Investigative Costs which such Insured Organization becomes legally
         obligated to pay on account of any Shareholder Derivative Demand first
         made during the Policy Period or, if exercised, during the Extended
         Reporting Period, for a Wrongful Act by an Insured Person occurring
         before or during the Policy Period.

         Deductibles:
         ------------

                  SEC Claims                     $1,000,000 - 100% Allocation
                  All Other Claims               $  150,000




<PAGE>

         Endorsements Included:
         ---------------------

                o  New York Amendatory Endorsement
                o  Spousal Extension Endorsement
                o  Outside Directorship Liability Endorsement
                o  Amend Definition of Loss Endorsement
                o  Add Insuring Clause Endorsement
                o  Investigative Costs Coverage Endorsement
                o  Securities Claims Deductible Endorsement

         Continuity Date:                    6/25/99
         ---------------

         Pending or Prior Date:              6/25/99
         ---------------------

         Extended Reporting:                 A 1 Year Reporting Period is
         ------------------                  Available for 200% of the Total
                                             Annual Premium


                            ANNUAL PREMIUM - $195,000



<PAGE>



                                 Schedule 4.1(b)
                                 ---------------

                                    [FORM OF]
                             SECRETARY'S CERTIFICATE
                             -----------------------

                                    [COMPANY]

                                     [DATE]

         The undersigned hereby certifies that he/she is the duly elected,
qualified, and acting Secretary of [COMPANY], a ________ corporation (the
"Company"), and that, as such, he/she is familiar with the facts herein
certified and is duly authorized to certify the same and does hereby certify as
follows:

         1. Attached hereto as Exhibit A is a true and complete copy of the
Articles of Incorporation of the Company and all amendments thereto as in effect
on the date hereof.

         2. Attached hereto as Exhibit B is a true and complete copy of the
Bylaws of the Company as in effect at all times since _______________ to and
including the date hereof.

         3. Attached hereto as Exhibit C is a true and complete copy of
resolutions duly adopted by the Board of Directors of the Company on ___________
____. Such resolutions have not in any way been rescinded or modified and have
been in full force and effect since their adoption to and including the date
hereof and are now in full force and effect, and such resolutions are the only
corporate proceedings of the Company now in force relating to or affecting the
matters referred to therein.

         4. Each of the following persons is now a duly elected and qualified
officer of the Company, holding the office indicated next to his/her name below
and the signature appearing opposite his/her name below is his/her true and
genuine signature:

Title                      Typed Name                      Signature

___________________        _____________________           _____________________

___________________        _____________________           _____________________

___________________        _____________________           _____________________


                          [Signature on Following Page]
















<PAGE>


         IN WITNESS WHEREOF, I hereunder subscribe my name effective as of the
date first written above.


                                            ____________________________________
                                            Secretary of [COMPANY]

         I, _______________________, the _______________________ of [COMPANY],
hereby certify that ____________________ is the duly elected and qualified
Secretary of [COMPANY] and that his/her true signature is set forth above.






                                            ____________________________________
                                            __________________ of [COMPANY]




















<PAGE>



                                 Schedule 4.2(f)
                                 ---------------

                                    [FORM OF]
                              SOLVENCY CERTIFICATE
                              --------------------

                                     [DATE]

         The undersigned chief financial officer of INTERMAGNETICS GENERAL
CORPORATION, a New York corporation (the "Borrower"), is familiar with the
properties, businesses, assets and liabilities of the Credit Parties and is duly
authorized to execute this certificate on behalf of the Credit Parties.

         Reference is made to that Credit Agreement, dated as of December 17,
2003 (as amended, restated or otherwise modified, the "Credit Agreement"), by
and among the Borrower, the Domestic Subsidiaries of the Borrower from time to
time party thereto (the "Guarantors"), the lenders from time to time party
thereto (the "Lenders") and Wachovia Bank, National Association, as
Administrative Agent for the Lenders (the "Administrative Agent"). All
capitalized terms used herein and not defined shall have the meanings provided
in the Credit Agreement.

         1. The undersigned certifies that he has made such investigation and
inquiries as to the financial condition of the Credit Parties as the undersigned
deems necessary and prudent for the purpose of providing this Certificate. The
undersigned acknowledges that the Administrative Agent and the Lenders are
relying on the truth and accuracy of this Certificate in connection with the
making of Loans and other Extensions of Credit under the Credit Agreement.

         2. The undersigned certifies that the financial information,
projections and assumptions which underlie and form the basis for the
representations made in this Certificate were reasonable when made and were made
in good faith and continue to be reasonable as of the date hereof.

         BASED ON THE FOREGOING, the undersigned certifies that, both before and
after giving effect to the Acquisition, the Loans and other Extensions of Credit
made on the Closing Date:

                  A. Each of the Credit Parties is able to pay its debts and
         other liabilities, contingent obligations and other commitments as they
         mature in the normal course of business.

                  B. Each of the Credit Parties does not intend to, and does not
         believe that it will, incur debts or liabilities beyond its ability to
         pay as such debts and liabilities mature in their ordinary course.

                  C. Each of the Credit Parties is not engaged in any business
         or transaction, and is not about to engage in any business or
         transaction, for which the assets of such Credit Party would constitute
         unreasonably small capital after giving due consideration to the
         prevailing practice in the industry in which the Credit Parties and
         their Subsidiaries are engaged or are to engage.

                  D. The present fair saleable value of the consolidated assets
         of the Credit Parties and their Subsidiaries, measured on a going
         concern basis, is not less than the amount that will be required to pay
         the probable liability on the debts of the Credit Parties and their
         Subsidiaries, on a consolidated basis, as they become absolute and
         matured.


                          [Signature on Following Page]





                                        2
<PAGE>



         IN WITNESS WHEREOF, the undersigned has executed this Solvency
Certificate as of the date first written above, in the undersigned's capacity as
the chief financial officer of the Borrower.

                                            INTERMAGNETICS GENERAL CORPORATION,
                                            a New York corporation

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________


























                                        3
<PAGE>



                                  Schedule 5.10
                                  -------------

                                    [FORM OF]
                                JOINDER AGREEMENT
                                -----------------

         THIS JOINDER AGREEMENT (the "Agreement"), dated as of _____________,
____, is by and between _____________________, a ______________________ (the
"Subsidiary Guarantor"), the Borrower (as defined below), the Guarantors (as
defined below) and WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as
Administrative Agent under that certain Credit Agreement, dated as of December
17, 2003 (as amended, restated or otherwise modified, the "Credit Agreement"),
by and among Intermagnetics General Corporation, a New York corporation (the
"Borrower"), the Domestic Subsidiaries of the Borrower from time to time party
thereto (the "Guarantors"), the lenders from time to time party thereto (the
"Lenders") and Wachovia Bank, National Association, as Administrative Agent for
the Lenders (the "Administrative Agent"). Capitalized terms used herein but not
otherwise defined shall have the meanings provided in the Credit Agreement.

         The Subsidiary Guarantor is an Additional Credit Party, and,
consequently, the Credit Parties are required by Section 5.10 of the Credit
Agreement to cause the Subsidiary Guarantor to become a "Guarantor" thereunder.

         Accordingly, the Subsidiary Guarantor hereby agrees as follows with the
Administrative Agent, for the benefit of the Lenders:

         1. The Subsidiary Guarantor hereby acknowledges, agrees and confirms
that, by its execution of this Agreement, the Subsidiary Guarantor will be
deemed to be a party to the Credit Agreement and a "Guarantor" for all purposes
of the Credit Agreement and the other Credit Documents, and shall have all of
the obligations of a Guarantor thereunder as if it had executed the Credit
Agreement and the other Credit Documents. The Subsidiary Guarantor hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions contained in the Credit Documents, including without
limitation (a) all of the representations and warranties of the Credit Parties
set forth in Article III of the Credit Agreement and (b) all of the affirmative
and negative covenants set forth in Articles V and VI of the Credit Agreement.
Without limiting the generality of the foregoing terms of this paragraph 1, the
Subsidiary Guarantor hereby jointly and severally together with the other
Guarantors, guarantees to each Lender, the Administrative Agent, the Swingline
Lender and the Issuing Lender as provided in the Credit Agreement the prompt
payment and performance of the Credit Party Obligations in full when due
(whether at stated maturity, as a mandatory prepayment, by acceleration, as a
mandatory cash collateralization or otherwise) strictly in accordance with the
terms thereof and agrees that if any of such Credit Party Obligations are not
paid or performed in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or
otherwise), the Subsidiary Guarantor will, jointly and severally together with
the other Guarantors, promptly pay and perform the same, without any demand or
notice whatsoever, and that in the case of any extension of time of payment or
renewal of any of the Credit Party Obligations, the same will be promptly paid
in full when due (whether at extended maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise) in accordance
with the terms of such extension or renewal.

         2. The Subsidiary Guarantor acknowledges and confirms that it has
received a copy of the Credit Agreement and the schedules and exhibits thereto.
The information on the schedules to the Credit Agreement is hereby amended to
provide the information shown on the attached Schedule A.

         3. The Borrower and the Guarantors confirm that all of their
obligations under the Credit Agreement are, and upon the Subsidiary Guarantor
becoming a Guarantor, shall continue to be, in full force and effect. The
parties hereto confirm and agree that immediately upon the Subsidiary Guarantor
becoming a Guarantor, the term "Credit Party Obligations," as used in the Credit
Agreement, shall include all obligations of such Subsidiary Guarantor under the
Credit Agreement and under each other Credit Document.

         4. The Subsidiary Guarantor hereby agrees that upon becoming a
Guarantor it will assume all Credit Party Obligations of a Guarantor as set
forth in the Credit Agreement.





<PAGE>

         5. Each of the Borrower and the Subsidiary Guarantor agrees that at any
time and from time to time, upon the written request of the Administrative
Agent, it will execute and deliver such further documents and do such further
acts and things as the Administrative Agent may reasonably request in order to
effect the purposes of this Agreement.

         6. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original but all of which when taken together shall
constitute one contract.

         7. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York.


                          [Signature on Following Page]



























                                        2
<PAGE>



         IN WITNESS WHEREOF, each of the Borrower, the Guarantors and the
Subsidiary Guarantor has caused this Joinder Agreement to be duly executed by
its authorized officer, and the Administrative Agent, for the benefit of the
Lenders, has caused the same to be accepted by its authorized officer, as of the
day and year first above written.

                                            [SUBSIDIARY GUARANTOR]

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                            INTERMAGNETICS GENERAL CORPORATION,
                                            a New York corporation

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                            [EXISTING GUARANTORS]

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________



Acknowledged and accepted:

WACHOVIA BANK, NATIONAL ASSOCIATION,
  as Administrative Agent

By:______________________________________
Name:____________________________________
Title:___________________________________


















                                        3
<PAGE>


                                   SCHEDULE A
                                   ----------
                                       to
                                Joinder Agreement

                          SCHEDULES TO CREDIT AGREEMENT
                         ------------------------------























                                        4

<PAGE>




                                 Schedule 6.1(b)
                                 ---------------

                                  INDEBTEDNESS
                                  ------------

Mortgage dated November 16, 1998 and held by Wachovia National Bank (successor
by merger to First Union National Bank) for property located at:

450 Old Niskayuna Road

Latham, New York




























<PAGE>

                                  Schedule 6.5
                                  ------------

                              EXISTING INVESTMENTS
                              --------------------

Outstanding loans provided pursuant to the company's 1999 Executive Stock
Purchase Plan totaling $3.4 million.






























<PAGE>


                                  Schedule 9.2
                                  ------------

                            LENDERS' LENDING OFFICES
                            ------------------------

Lenders:
-------

Credit Contact                              Administrative Contact


WACHOVIA BANK, NATIONAL ASSOCIATION
-----------------------------------

Wachovia Bank, National Association         Wachovia Bank, National Association
Credit Product Management                   Charlotte Plaza
300 Main Street, 3rd Floor                  201 South College Street, CP-8
Stamford, CT 06901                          Charlotte, North Carolina 28288-0680
Attention: Annette Herber, Vice President   Attn: Syndication Agency Services
Telecopier: 203-406 6521                    Telephone:
Telephone: 203-406 6175                     Facsimile: 704-383-0288


JPMORGAN CHASE BANK
--------------------

JPMorgan Chase Bank                         JPMorgan Chase Bank
12 Corporate Woods Blvd.                    12 Corporate Woods Blvd.
Albany, NY  12211                           Albany, NY 12211
Attention:  James R. Murphy                 Attention: Karen B. Shulman
Telephone:  518-433-2522                    Telephone: 518-433-2544
Facsimile:  518-436-9811                    Facsimile: 518-433-0296


KEYBANK, N.A.
-------------
                                            KeyBank, N.A.
KeyBank, N.A.                               66 S. Pearl Street
66 S. Pearl Street                          Albany, NY 12727
Albany, NY  12727                           Attention: Patricia Ellsbury
Attention:  Bryant J. Cassella, SVP         Telephone: 518-257-8577
Telephone:  518-257-8585                    Facsimile: 518-257-8587
Facsimile:  518-257-8587

COMERICA BANK
-------------

Comerica Bank                               Comerica Bank
500 Woodward Ave.                           500 Woodward Ave.
Detroit, MI  48226-3245                     Detroit, MI 48226-3245
Attention:  Daniel Negin                    Attention: Annette Reynolds
Telephone:  313-222-2880                    Telephone: 313-222-1241
Facsimile:  313-222-5636                    Facsimile: 313-222-5636



<PAGE>


                                 Schedule 9.6(c)
                                 ---------------

                                    [FORM OF]
                         COMMITMENT TRANSFER SUPPLEMENT
                         ------------------------------


         Reference is made to the Credit Agreement, dated as of December 17,
2003 (as amended, restated or otherwise modified, the "Credit Agreement"), by
and among Intermagnetics General Corporation, a New York corporation (the
"Borrower"), the Domestic Subsidiaries of the Borrower from time to time party
thereto (the "Guarantors"), the lenders from time to time party thereto (the
"Lenders") and Wachovia Bank, National Association, as Administrative Agent for
the Lenders (the "Administrative Agent"). Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings provided
in the Credit Agreement.

         __________________________________ (the "Transferor Lender") and
_________________________ (the "Purchasing Lender") agree as follows:

         1. The Transferor Lender hereby irrevocably sells and assigns to the
Purchasing Lender without recourse to the Transferor Lender, and the Purchasing
Lender hereby irrevocably purchases and assumes from the Transferor Lender
without recourse to the Transferor Lender, as of the Transfer Funding Date (as
defined below), in and to the Transferor Lender's rights and obligations under
the Credit Agreement with respect to those credit facilities contained in the
Credit Agreement as are set forth on Schedule 1 attached hereto (individually,
an "Assigned Facility"; collectively, the "Assigned Facilities"), in a principal
amount for each Assigned Facility as set forth on such Schedule 1 (collectively,
the "Assigned Interest"), together with the Commitment Percentage corresponding
to each such principal amount.

         2. The Transferor Lender (a) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or with
respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Credit Document or any
other instrument or document furnished pursuant thereto, other than that the
Transferor Lender has not created any adverse claim upon the interest being
assigned by it hereunder and that such interest is free and clear of any such
adverse claim; (b) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Credit Party or
any other obligor or the performance or observance by any Credit Party or any
other obligor of any of their respective obligations under the Credit Agreement
or any other Credit Document or any other instrument or document furnished
pursuant hereto or thereto; and (c) attaches any Note(s) held by it evidencing
the Assigned Facilities and (i) requests that the Administrative Agent exchange
the attached Note(s) for a new Note(s) payable to the Purchasing Lender and (ii)
if the Transferor Lender has retained any interest in the Assigned Facility,
requests that the Administrative Agent exchange the attached Note(s) for a new
Note(s) payable to the Transferor Lender, in each case in amounts which reflect
the assignment being made hereby (and after giving effect to any other
assignments which have become effective on the Transfer Effective Date).

         3. The Purchasing Lender (a) represents and warrants that it is legally
authorized to enter into this Commitment Transfer Supplement; (b) confirms that
it has received a copy of the Credit Agreement, together with copies of the
financial statements referred to in Section 3.1 thereof, the financial
statements delivered pursuant to Section 5.1 thereof, if any, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Commitment Transfer Supplement; (c)
agrees that it will, independently and without reliance upon the Transferor
Lender, the Administrative Agent or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement,
the other Credit Documents or any other instrument or document furnished
pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent
to take such action as agent on its behalf and to exercise such powers and
discretion under the Credit Agreement, the other loan documents or any other
instrument or document furnished pursuant hereto or thereto as are delegated to
the Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; and (e) agrees that it will be bound by the provisions of
the Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligations pursuant to Section 2.18
of the Credit Agreement.






<PAGE>

         4. The effective date of this Commitment Transfer Supplement shall be
________ ___, 20__ (the "Effective Date"). Following the execution of this
Commitment Transfer Supplement, it will be delivered to the Administrative Agent
for acceptance by it and recording by the Administrative Agent pursuant to the
Credit Agreement, effective as of the Effective Date.

         5. The funding date for this Commitment Transfer Supplement shall be
________ ___, 20__ ("Transfer Funding Date"). On the Transfer Funding Date, any
registration and processing fee shall be due and payable to the Administrative
Agent pursuant to Section 9.6 of the Credit Agreement.

         6. Upon such acceptance, recording and payment of applicable
registration and processing fees, from and after the Transfer Funding Date, the
Administrative Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the
Purchasing Lender whether such amounts have accrued prior to the Transfer
Funding Date or accrue subsequent to the Transfer Funding Date. The Transferor
Lender and the Purchasing Lender shall make all appropriate adjustments in
payments by the Administrative Agent for periods prior to the Transfer Funding
Date or, with respect to the making of this assignment, directly between
themselves.

         7. From and after the Transfer Funding Date, (a) the Purchasing Lender
shall be a party to the Credit Agreement and, to the extent provided in this
Commitment Transfer Supplement, have the rights and obligations of a Lender
thereunder and under the other Credit Documents and shall be bound by the
provisions thereof and (b) the Transferor Lender shall, to the extent provided
in this Commitment Transfer Supplement, relinquish its rights and be released
from its obligations under the Credit Agreement.

         8. This Commitment Transfer supplement shall be governed by and
construed in accordance with the laws of the State of New York.

         IN WITNESS WHEREOF, the parties hereto have caused this Commitment
Transfer Supplement to be executed as of the date first above written by their
respective duly authorized officers on Schedule 1 hereto.














<PAGE>


                                   SCHEDULE 1
                        TO COMMITMENT TRANSFER SUPPLEMENT

                         EFFECTIVE DATE: ________, 200_

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


Name of Transferor Lender:

Name of Purchasing Lender:

Transfer Funding Date of Assignment:


           Credit                    Principal            Commitment Percentage
      Facility Assigned          Amount Assigned                Assigned(3)
      -----------------          ---------------          ---------------------

                                $______________           ____.______________%



[NAME OF PURCHASING LENDER]                  [NAME OR TRANSFEROR LENDER]


By____________________________               By_____________________________
  Name:                                        Name:
  Title:                                       Title:



Accepted (if required):                      Consented to (if required):

WACHOVIA BANK, NATIONAL ASSOCIATION,         INTERMAGNETICS GENERAL CORPORATION,
as Administrative Agent                      a New York corporation, as Borrower


By:___________________________               By:________________________________
   Name:                                        Name:
   Title:                                       Title:



-----------------------
(3) Calculate the Commitment Percentage that is assigned to at least 10 decimal
    places and show as a percentage of the aggregate commitments of all Lenders.