<PAGE>

                                                                   EXHIBIT 10.66

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




                                CREDIT AGREEMENT

                          dated as of December __ 2002,


                                  by and among

                 FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.,
                                  as Borrower,

                         the Lenders referred to herein,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                            as Administrative Agent,

                                       and

             U.S. BANK, NATIONAL ASSOCIATION, as Syndication Agent,


                           WACHOVIA SECURITIES, INC.,
                   as Sole Lead Arranger and Sole Book Manager

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


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                        <C>
ARTICLE I  DEFINITIONS.......................................................................1
SECTION 1.1        Definitions...............................................................1
SECTION 1.2        General..................................................................15
SECTION 1.3        Other Definitions and Provisions.........................................15


ARTICLE II  REVOLVING CREDIT FACILITY.......................................................15
SECTION 2.1        Revolving Credit Loans...................................................15
SECTION 2.2        Procedure for Advances of Revolving Credit Loans.........................16
SECTION 2.3        Repayment of Loans.......................................................16
SECTION 2.4        Revolving Credit Notes...................................................17
SECTION 2.5        Permanent Reduction of the Aggregate Commitment..........................17
SECTION 2.6        Termination of Credit Facility...........................................18
SECTION 2.7        Optional Increase In Commitments.........................................18


ARTICLE III  LETTER OF CREDIT FACILITY......................................................20
SECTION 3.1        L/C Commitment...........................................................20
SECTION 3.2        Procedure for Issuance of Letters of Credit..............................20
SECTION 3.3        Commissions and Other Charges............................................21
SECTION 3.4        L/C Participations.......................................................21
SECTION 3.5        Reimbursement Obligation of the Borrower.................................22
SECTION 3.6        Obligations Absolute.....................................................23
SECTION 3.7        Effect of Application....................................................23


ARTICLE IV  GENERAL LOAN PROVISIONS.........................................................24
SECTION 4.1        Interest.................................................................24
SECTION 4.2        Notice and Manner of Conversion or Continuation of Loans.................26
SECTION 4.3        Fees.....................................................................26
SECTION 4.4        Manner of Payment........................................................27
SECTION 4.5        Crediting of Payments and Proceeds.......................................28
SECTION 4.6        Adjustments..............................................................28
SECTION 4.7        Nature of Obligations of Lenders Regarding Extensions of Credit;
                     Assumption by the Administrative Agent.................................28
SECTION 4.8        Changed Circumstances....................................................29
SECTION 4.9        Indemnity................................................................31
SECTION 4.10       Capital Requirements.....................................................31
SECTION 4.11       Taxes....................................................................32
SECTION 4.12       Security.................................................................34
SECTION 4.13       Replacement of Lenders...................................................34


ARTICLE V  CLOSING; CONDITIONS OF CLOSING AND BORROWING.....................................35
SECTION 5.1        Closing..................................................................35
SECTION 5.2        Conditions to Closing and Initial Extensions of Credit...................35
</TABLE>



                                       i


<PAGE>

<TABLE>
<S>                                                                                        <C>
SECTION 5.3        Conditions to All Extensions of Credit...................................38


ARTICLE VI  REPRESENTATIONS AND WARRANTIES OF THE BORROWER..................................39
SECTION 6.1        Representations and Warranties...........................................39
SECTION 6.2        Survival of Representations and Warranties, Etc..........................46


ARTICLE VII  FINANCIAL INFORMATION AND NOTICES..............................................46
SECTION 7.1        Financial Statements and Projections.....................................46
SECTION 7.2        Officer's Compliance Certificate.........................................47
SECTION 7.3        Annual Accountants' Certificate..........................................48
SECTION 7.4        Other Reports............................................................48
SECTION 7.5        Notice of Litigation and Other Matters...................................48
SECTION 7.6        Accuracy of Information..................................................49


ARTICLE VIII  AFFIRMATIVE COVENANTS.........................................................49
SECTION 8.1        Preservation of Corporate Existence and Related Matters..................49
SECTION 8.2        Maintenance of Property..................................................50
SECTION 8.3        Insurance................................................................50
SECTION 8.4        Accounting Methods and Financial Records.................................50
SECTION 8.5        Payment and Performance of Obligations...................................50
SECTION 8.6        Compliance With Laws and Approvals.......................................50
SECTION 8.7        Environmental Laws.......................................................50
SECTION 8.8        Compliance with ERISA....................................................51
SECTION 8.9        Compliance With Agreements...............................................51
SECTION 8.10       Visits and Inspections...................................................51
SECTION 8.11       Additional Subsidiaries..................................................51
SECTION 8.12       Use of Proceeds..........................................................52
SECTION 8.13       Further Assurances.......................................................52


ARTICLE IX  FINANCIAL COVENANTS.............................................................52
SECTION 9.1        Leverage Ratio...........................................................52
SECTION 9.2        Fixed Charge Coverage Ratio..............................................52
SECTION 9.3        Minimum Net Worth Ratio..................................................53
SECTION 9.4        Minimum EBITDA...........................................................53


ARTICLE X  NEGATIVE COVENANTS...............................................................53
SECTION 10.1      Limitations on Debt.......................................................53
SECTION 10.2      Limitations on Liens......................................................54
SECTION 10.3      Limitations on Loans, Advances, Investments and Acquisitions..............55
SECTION 10.4      Limitations on Mergers and Liquidation....................................57
SECTION 10.5      Limitations on Sale of Assets.............................................57
SECTION 10.6      Limitations on Dividends and Distributions................................58
SECTION 10.7      Limitations on Exchange and Issuance of Capital Stock.....................58
SECTION 10.8      Transactions with Affiliates..............................................59
</TABLE>


                                       ii


<PAGE>

<TABLE>
<S>                                                                                        <C>
SECTION 10.9      Certain Accounting Changes; Organizational Documents......................59
SECTION 10.10     Amendments; Payments and Prepayments of Subordinated Debt.................59
SECTION 10.11     Restrictive Agreements....................................................59
SECTION 10.12     Nature of Business........................................................59
SECTION 10.13     Impairment of Security Interests..........................................59


ARTICLE XI  DEFAULT AND REMEDIES............................................................60
SECTION 11.1      Events of Default.........................................................60
SECTION 11.2      Remedies..................................................................62
SECTION 11.3      Rights and Remedies Cumulative; Non-Waiver; etc...........................63


ARTICLE XII  THE ADMINISTRATIVE AGENT.......................................................64
SECTION 12.1      Appointment...............................................................64
SECTION 12.2      Delegation of Duties......................................................64
SECTION 12.3      Exculpatory Provisions....................................................64
SECTION 12.4      Reliance by the Administrative Agent......................................65
SECTION 12.5      Notice of Default.........................................................65
SECTION 12.6      Non-Reliance on the Administrative Agent and Other Lenders................65
SECTION 12.7      Indemnification...........................................................66
SECTION 12.8      The Administrative Agent in Its Individual Capacity.......................66
SECTION 12.9      Resignation of the Administrative Agent; Successor Administrative Agent...67
SECTION 12.10     Syndication Agent.........................................................67


ARTICLE XIII  MISCELLANEOUS.................................................................67
SECTION 13.1      Notices...................................................................67
SECTION 13.2      Expenses; Indemnity.......................................................68
SECTION 13.3      Set-off...................................................................69
SECTION 13.4      Governing Law.............................................................70
SECTION 13.5      Jurisdiction and Venue....................................................70
SECTION 13.6      Binding Arbitration; Waiver of Jury Trial.................................70
SECTION 13.7      Reversal of Payments......................................................71
SECTION 13.8      Injunctive Relief; Punitive Damages.......................................72
SECTION 13.9      Accounting Matters........................................................72
SECTION 13.10     Successors and Assigns; Participations....................................72
SECTION 13.11     Amendments, Waivers and Consents..........................................76
SECTION 13.12     Performance of Duties.....................................................77
SECTION 13.14     All Powers Coupled with Interest..........................................77
SECTION 13.15     Survival of Indemnities...................................................77
SECTION 13.16     Titles and Captions.......................................................77
SECTION 13.17     Severability of Provisions................................................77
SECTION 13.18     Counterparts..............................................................77
SECTION 13.19     Term of Agreement.........................................................77
SECTION 13.20     Advice of Counsel.........................................................78
SECTION 13.21     No Strict Construction....................................................78
SECTION 13.22     Inconsistencies with Other Documents; Independent Effect of Covenants.....78
</TABLE>


                                      iii

<PAGE>



EXHIBITS

Exhibit A         -      Form of Revolving Credit Note
Exhibit B         -      Form of Notice of Borrowing
Exhibit C         -      Form of Notice of Account Designation
Exhibit D         -      Form of Notice of Prepayment
Exhibit E         -      Form of Notice of Conversion/Continuation
Exhibit F         -      Form of Officer's Compliance Certificate
Exhibit G         -      Form of Assignment and Acceptance
Exhibit H         -      Form of Guaranty Agreement
Exhibit I         -      Form of Pledge Agreement
Exhibit J         -      Form of Lender Addition and Acknowledgment


SCHEDULES

Schedule 1.1      -      Lenders and Commitments
Schedule 6.1(a)   -      Jurisdictions of Organization and Qualification
Schedule 6.1(b)   -      Subsidiaries and Capitalization
Schedule 6.1(i)   -      ERISA Plans
Schedule 6.1(l)   -      Material Contracts
Schedule 6.1(m)   -      Labor and Collective Bargaining Agreements
Schedule 6.1(t)   -      Debt and Guaranty Obligations
Schedule 6.1(u)   -      Litigation
Schedule 10.2     -      Existing Liens
Schedule 10.3     -      Existing Loans, Advances and Investments
Schedule 10.8     -      Transactions with Affiliates

                                       iv


<PAGE>

        CREDIT AGREEMENT, dated as of the ____ day of December, 2002, by and
among FIDELITY NATIONAL INFORMATION SOLUTIONS, INC., a Delaware corporation, as
Borrower, the lenders who are or may become a party to this Agreement, as
Lenders, WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as
Administrative Agent for the Lenders, and U.S. BANK NATIONAL ASSOCIATION, as
Syndication Agent.

                              STATEMENT OF PURPOSE

        The Borrower has requested, and the Lenders have agreed, to extend
certain credit facilities to the Borrower on the terms and conditions of this
Agreement.

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

        SECTION 1.1 Definitions. The following terms when used in this Agreement
shall have the meanings assigned to them below:

        "Administrative Agent" means Wachovia in its capacity as Administrative
Agent hereunder, and any successor thereto appointed pursuant to Section 12.9.

        "Administrative Agent's Office" means the office of the Administrative
Agent specified in or determined in accordance with the provisions of Section
13.1(c).

        "Affiliate" means, with respect to any Person, any other Person (other
than a Subsidiary of the Borrower) which directly or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, such first Person or any of its Subsidiaries. The term "control" means (a)
the power to vote ten percent (10%) or more of the securities or other equity
interests of a Person having ordinary voting power, or (b) the possession,
directly or indirectly, of any other power to direct or cause the direction of
the management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise.

        "Aggregate Commitment" means the aggregate amount of the Lenders'
Commitments hereunder, as such amount may be increased, reduced or otherwise
modified at any time or from time to time pursuant to the terms hereof. On the
Closing Date, the Aggregate Commitment shall be Seventy-Five Million Dollars
($75,000,000). At no time shall the Aggregate Commitment exceed One Hundred
Million Dollars ($100,000,000).


<PAGE>

        "Agreement" means this Credit Agreement, as amended, restated,
supplemented or otherwise modified from time to time.

        "Applicable Law" means all applicable provisions of constitutions, laws,
statutes, ordinances, rules, treaties, regulations, permits, licenses,
approvals, interpretations and orders of courts or Governmental Authorities and
all orders and decrees of all courts and arbitrators.

        "Applicable Margin" shall have the meaning assigned thereto in Section
4.1(c).

        "Application" means an application, in the form specified by the Issuing
Lender from time to time, requesting the Issuing Lender to issue a Letter of
Credit.

        "Approved Fund" means any Person (other than a natural Person),
including, without limitation, any special purpose entity, that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business;
provided, that such Approved Fund must be administered by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.

        "Arbitration Rules" shall have the meaning assigned thereto in Section
13.6(a).

        "Assignment and Acceptance" shall have the meaning assigned thereto in
Section 13.10.

        "Available Commitment" means, as to any Lender at any time, an amount
equal to (a) such Lender's Commitment less (b) such Lender's Extensions of
Credit.

        "Average Utilization" means for any calendar quarter, the sum of the
principal amount of the Revolving Credit Loans outstanding on each day during
such quarter, divided by the number of days in such quarter.

        "Base Rate" means, at any time, the higher of (a) the Prime Rate and (b)
the Federal Funds Rate plus 1/2 of 1%; each change in the Base Rate shall take
effect simultaneously with the corresponding change or changes in the Prime Rate
or the Federal Funds Rate.

        "Base Rate Loan" means any Loan bearing interest at a rate based upon
the Base Rate as provided in Section 4.1(a).

        "Benefited Lender" shall have the meaning assigned thereto in Section
4.6.

        "Borrower" means Fidelity National Information Solutions, Inc., a
Delaware corporation, in its capacity as borrower hereunder.

        "Business Day" means (a) for all purposes other than as set forth in
clause (b) below, any day other than a Saturday, Sunday or legal holiday on
which banks in Charlotte, North Carolina and New York, New York, are open for
the conduct of their commercial banking business, and (b) with respect to all
notices and determinations in connection with, and



                                       2
<PAGE>

payments of principal and interest on, any LIBOR Rate Loan, any day that is a
Business Day described in clause (a) and that is also a day for trading by and
between banks in Dollar deposits in the London interbank market.

        "Calculation Date" shall have the meaning assigned thereto in Section
4.1(c).

        "Capital Asset" means, with respect to the Borrower and its
Subsidiaries, any asset that should, in accordance with GAAP, be classified and
accounted for as a capital asset on a Consolidated balance sheet of the Borrower
and its Subsidiaries.

        "Capital Expenditures" means with respect to the Borrower and its
Subsidiaries for any period, the aggregate cost of all Capital Assets acquired
by the Borrower and its Subsidiaries during such period, as determined in
accordance with GAAP.

        "Capital Lease" means any lease of any property by the Borrower or any
of its Subsidiaries, as lessee, that should, in accordance with GAAP, be
classified and accounted for as a capital lease on a Consolidated balance sheet
of the Borrower and its Subsidiaries.

        "Change in Control" shall have the meaning assigned thereto in Section
11.1(i).

        "Closing Date" means the date of this Agreement or such later Business
Day upon which each condition described in Section 5.2 shall be satisfied or
waived in all respects in a manner acceptable to the Administrative Agent, in
its sole discretion.

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

        "Collateral" means the collateral security for the Obligations pledged
or granted pursuant to the Security Documents.

        "Commitment" means, as to any Lender, the obligation of such Lender to
make Loans to and issue or participate in Letters of Credit issued for the
account of the Borrower hereunder in an aggregate principal or face amount at
any time outstanding not to exceed the amount set forth opposite such Lender's
name on Schedule 1.1, as the same may be reduced or modified at any time or from
time to time pursuant to the terms hereof.

        "Commitment Percentage" means, as to any Lender at any time, the ratio
of (a) the amount of the Commitment of such Lender to (b) the Aggregate
Commitment of all of the Lenders.

        "Consolidated" means, when used with reference to financial statements
or financial statement items of the Borrower and its Subsidiaries, such
statements or items on a consolidated basis in accordance with applicable
principles of consolidation under GAAP.

        "Credit Facility" means, collectively, the Revolving Credit Facility and
the L/C Facility.



                                       3
<PAGE>

        "Debt" means, with respect to the Borrower and its Subsidiaries at any
date and without duplication, the sum of the following calculated in accordance
with GAAP: (a) all liabilities, obligations and indebtedness for borrowed money
including, but not limited to, obligations evidenced by bonds, debentures, notes
or other similar instruments of any such Person, (b) all obligations to pay the
deferred purchase price of property or services of any such Person (including,
without limitation, all obligations under non-competition agreements), except
trade payables arising in the ordinary course of business not more than ninety
(90) days past due, (c) all obligations of any such Person as lessee under
Capital Leases, (d) all Debt of any other Person secured by a Lien on any asset
of the Borrower and its Subsidiaries, (e) all Guaranty Obligations of any such
Person, (f) all obligations, contingent or otherwise, of any such Person
relative to the face amount of letters of credit, whether or not drawn,
including, without limitation, any Reimbursement Obligation, and banker's
acceptances issued for the account of any such Person, (g) all obligations of
any such Person to redeem, repurchase, exchange, defease or otherwise make
payments in respect of capital stock or other securities or partnership
interests of such Person, (h) all net payment obligations incurred by any such
Person pursuant to Hedging Agreements and (i) all outstanding payment
obligations with respect to Synthetic Leases.

        "Default" means any of the events specified in Section 11.1 which with
the passage of time, the giving of notice or any other condition, would
constitute an Event of Default.

        "Disputes" shall have the meaning set forth in Section 13.6.

        "Dollars" or "$" means, unless otherwise qualified, dollars in lawful
currency of the United States.

        "Domestic Subsidiaries" means any Subsidiary organized under the laws of
any State of the United States of America or the District of Columbia, whether
now existing or hereafter acquired or organized.

        "EBITDA" means, for any period, the following determined on a
Consolidated basis, without duplication, for the Borrower and its Subsidiaries
in accordance with GAAP: (a) Net Income for such period plus (b) the sum of the
following to the extent deducted in determining Net Income: (i) income and
franchise taxes, (ii) Interest Expense, and (iii) amortization, depreciation and
other non-cash charges less (c) interest income and any extraordinary gains plus
(d) extraordinary losses in an aggregate amount not to exceed $5,000,000 over
the term of the Credit Facility (excluding $5,496,000 in extraordinary losses
resulting from the acquisition of Micro General Corporation by the Borrower).

        "Eligible Assignee" means, with respect to any assignment of the rights,
interest and obligations of a Lender hereunder, a Person that is at the time of
such assignment (a) a commercial bank organized under the laws of the United
States or any state thereof, having combined capital and surplus in excess of
$500,000,000, (b) a commercial bank organized under the laws of any other
country that is a member of the Organization of Economic Cooperation and
Development, or a political subdivision of any such country, having combined
capital and surplus in excess of $500,000,000, (c) a finance company, insurance
company or other financial institution which in the ordinary course of business
extends credit



                                       4
<PAGE>

of the type extended hereunder and that has total assets in excess of
$1,000,000,000, (d) already a Lender hereunder (whether as an original party to
this Agreement or as the assignee of another Lender), (e) the successor (whether
by transfer of assets, merger or otherwise) to all or substantially all of the
commercial lending business of the assigning Lender, (f) any Approved Fund or
(g) any other Person that has been approved in writing as an Eligible Assignee
by the Borrower (other than upon the occurrence and during the continuance of
any Default or Event of Default) and the Administrative Agent.

        "Employee Benefit Plan" means any employee benefit plan within the
meaning of Section 3(3) of ERISA which (a) is maintained for employees of the
Borrower or any ERISA Affiliate or (b) has at any time within the preceding six
(6) years been maintained for the employees of the Borrower or any current or
former ERISA Affiliate.

        "Environmental Claims" means any and all administrative, regulatory or
judicial actions, suits, demands, demand letters, claims, liens, accusations,
allegations, notices of noncompliance or violation, investigations (other than
internal reports prepared by any Person in the ordinary course of business and
not in response to any third party action or request of any kind) or proceedings
relating in any way to any actual or alleged violation of or liability under any
Environmental Law or relating to any permit issued, or any approval given, under
any such Environmental Law, including, without limitation, any and all claims by
Governmental Authorities for enforcement, cleanup, removal, response, remedial
or other actions or damages, contribution, indemnification cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or arising
from alleged injury or threat of injury to human health or the environment.

        "Environmental Laws" means any and all federal, foreign, state,
provincial and local laws, statutes, ordinances, rules, regulations, permits,
licenses, approvals, interpretations and orders of courts or Governmental
Authorities, relating to the protection of human health or the environment,
including, but not limited to, requirements pertaining to the manufacture,
processing, distribution, use, treatment, storage, disposal, transportation,
handling, reporting, licensing, permitting, investigation or remediation of
Hazardous Materials.

        "ERISA" means the Employee Retirement Income Security Act of 1974, and
the rules and regulations thereunder, each as amended, or modified from time to
time.

        "ERISA Affiliate" means any Person who together with the Borrower is
treated as a single employer within the meaning of Section 414(b), (c), (m) or
(o) of the Code or Section 4001(b) of ERISA.

        "Eurodollar Reserve Percentage" means, 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 or any similar category of liabilities for a
member bank of the Federal Reserve System in New York City.



                                       5
<PAGE>

        "Event of Default" means any of the events specified in Section 11.1,
provided that any requirement for passage of time, giving of notice, or any
other condition, has been satisfied.

        "Extensions of Credit" means, as to any Lender at any time, (a) an
amount equal to the sum of (i) the aggregate principal amount of all Revolving
Credit Loans made by such Lender then outstanding and (ii) such Lender's
Commitment Percentage of the L/C Obligations then outstanding or (b) the making
of any Loan or participation in any Letter of Credit by such Lender, as the
context requires.

        "FDIC" means the Federal Deposit Insurance Corporation, or any successor
thereto.

        "Federal Funds Rate" means, the rate per annum (rounded upwards, if
necessary, to the next higher 1/100th of 1%) representing the daily effective
federal funds rate as quoted by the Administrative Agent and confirmed in
Federal Reserve Board Statistical Release H.15 (519) or any successor or
substitute publication selected by the Administrative Agent. If, for any reason,
such rate is not available, then "Federal Funds Rate" shall mean a daily rate
which is determined, in the opinion of the Administrative Agent, to be the rate
at which federal funds are being offered for sale in the national federal funds
market at 9:00 a.m. (Charlotte time). Rates for weekends or holidays shall be
the same as the rate for the most immediately preceding Business Day.

        "Fiscal Year" means the fiscal year of the Borrower and its Subsidiaries
ending on December 31.

        "Fixed Charges" means, for any period, the sum of the following
determined on a Consolidated basis, without duplication, for the Borrower and
its Subsidiaries in accordance with GAAP: (a) Interest Expense, (b) scheduled
principal payments with respect to Debt, (c) cash taxes and (d) cash dividends
and distributions.

        "FNF Credit Facility" means the unsecured and subordinated revolving
credit facility provided to the Borrower pursuant to the Amended and Restated
Revolving Credit Agreement dated as of December__, 2002, by and between the
Borrower and Fidelity National Financial, Inc.

        "Foreign Subsidiary" means any Subsidiary not organized under the laws
of any State of the United States or the District of Columbia.

        "GAAP" means generally accepted accounting principles, as recognized by
the American Institute of Certified Public Accountants and the Financial
Accounting Standards Board, consistently applied and maintained on a consistent
basis for the Borrower and its Subsidiaries throughout the period indicated and
(subject to Section 13.9) consistent with the prior financial practice of the
Borrower and its Subsidiaries.

        "Governmental Approvals" means all authorizations, consents, approvals,
licenses and exemptions of, registrations and filings with, and reports to, all
Governmental Authorities.



                                       6
<PAGE>

        "Governmental Authority" means any nation, province, state or political
subdivision thereof, and any government or any Person exercising executive,
legislative, regulatory or administrative functions of or pertaining to
government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.

        "Guarantors" means all present and future direct and indirect Domestic
Subsidiaries of the Borrower that are, or may become, party to the Guaranty
Agreement, as such Guaranty Agreement may be amended, restated, supplemented or
otherwise modified from time to time.

        "Guaranty Agreement" means the unconditional guaranty agreement of even
date executed by the Domestic Subsidiaries of the Borrower in favor of the
Administrative Agent for the ratable benefit of itself and the Lenders,
substantially in the form of Exhibit H, as amended, restated, supplemented or
otherwise modified from time to time.

        "Guaranty Obligation" means, with respect to the Borrower and its
Subsidiaries, without duplication, any obligation, contingent or otherwise, of
any such Person pursuant to which such Person has directly or indirectly
guaranteed any Debt or other obligation of any other Person and, without
limiting the generality of the foregoing, any obligation, direct or indirect,
contingent or otherwise, of any such Person (a) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Debt or other obligation
(whether arising by virtue of partnership arrangements, by agreement to keep
well, to purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement condition or otherwise) or (b) entered into for the
purpose of assuring in any other manner the obligee of such Debt or other
obligation of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided, that the term Guaranty
Obligation shall not include endorsements for collection or deposit in the
ordinary course of business.

        "Hansen" means Hansen Quality, LLC, a limited liability company
organized under the laws of California.

        "Hansen Option" means the option of the Borrower to purchase and the
option of the Seller (as such term is defined in the Hansen Purchase Agreement)
to require the Borrower to purchase, the Option Interest (as such term is
defined in the Hansen Purchase Agreement) pursuant to and on the terms and
conditions set forth in the Hansen Purchase Agreement.

        "Hansen Purchase Agreement" means the Membership Purchase Agreement by
and among Hansen Quality Loan Services, the shareholders of Hansen Quality Loan
Services and the Borrower dated as of May 15, 2002.

        "Hazardous Materials" means any substances or materials (a) which are or
become defined as hazardous wastes, hazardous substances, pollutants,
contaminants, chemical substances or mixtures or toxic substances under any
Environmental Law, (b) which are toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human
health or the environment and are or become regulated by any Governmental
Authority, (c) the presence of which require investigation or remediation under
any Environmental Law or common law, (d) the discharge or emission or release of
which



                                       7
<PAGE>

requires a permit or license under any Environmental Law or other Governmental
Approval, (e) which are deemed to constitute a nuisance or a trespass which pose
a health or safety hazard to Persons or neighboring properties, (f) which
consist of underground or aboveground storage tanks, whether empty, filled or
partially filled with any substance, or (g) which contain, without limitation,
asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation,
petroleum hydrocarbons, petroleum derived substances or waste, crude oil,
nuclear fuel, natural gas or synthetic gas.

        "Hedging Agreement" means any agreement with respect to any Interest
Rate Contract, forward rate agreement, commodity swap, forward foreign exchange
agreement, currency swap agreement, cross-currency rate swap agreement, currency
option agreement or other agreement or arrangement designed to alter the risks
of any Person arising from fluctuations in interest rates, currency values or
commodity prices, all as amended, restated, supplemented or otherwise modified
from time to time.

        "Interest Expense" means, with respect to the Borrower and its
Subsidiaries for any period, the gross interest expense (including, without
limitation, interest expense attributable to Capital Leases and all net payment
obligations pursuant to Hedging Agreements) of the Borrower and its
Subsidiaries, all determined for such period on a Consolidated basis, without
duplication, in accordance with GAAP.

        "Interest Period" shall have the meaning assigned thereto in Section
4.1(b).

        "Interest Rate Contract" means any interest rate swap agreement,
interest rate cap agreement, interest rate floor agreement, interest rate collar
agreement, interest rate option or any other agreement regarding the hedging of
interest rate risk exposure executed in connection with hedging the interest
rate exposure of any Person and any confirming letter executed pursuant to such
agreement, all as amended, restated, supplemented or otherwise modified from
time to time.

        "ISP98" means the International Standby Practices (1998 Revision,
effective January 1, 1999), International Chamber of Commerce Publication No.
590.

        "Issuing Lender" means Wachovia, in its capacity as issuer of any Letter
of Credit, or any successor thereto.

        "L/C Commitment" means the lesser of (a) Ten Million Dollars
($10,000,000) and (b) the Aggregate Commitment.

        "L/C Facility" means the letter of credit facility established pursuant
to Article III.

        "L/C Obligations" means at any time, an amount equal to the sum of (a)
the aggregate undrawn and unexpired amount of the then outstanding Letters of
Credit and (b) the aggregate amount of drawings under Letters of Credit which
have not then been reimbursed pursuant to Section 3.5.



                                       8
<PAGE>

        "L/C Participants" means the collective reference to all the Lenders
other than the Issuing Lender.

        "Lender" means each Person executing this Agreement as a Lender
(including, without limitation, the Issuing Lender unless the context otherwise
requires) set forth on the signature pages hereto and each Person that hereafter
becomes a party to this Agreement as a Lender pursuant to Section 13.10 or
Section 2.7.

        "Lending Office" means, with respect to any Lender, the office of such
Lender maintaining such Lender's Commitment Percentage of the Extensions of
Credit.

        "Letters of Credit" shall have the meaning assigned thereto in Section
3.1.

        "LexisNexis" means LexisNexis, a division of Reed Elsevier, Inc.

        "LIBOR" means the rate of interest per annum determined on the basis of
the rate for deposits in Dollars in minimum amounts of at least $5,000,000 for a
period equal to the applicable Interest Period which appears on the Dow Jones
Market Screen 3750 at approximately 11:00 a.m. (London time) two (2) Business
Days prior to the first day of the applicable Interest Period (rounded upward,
if necessary, to the nearest 1/100th of 1%). If, for any reason, such rate does
not appear on Dow Jones Market Screen 3750, then "LIBOR" shall be determined by
the Administrative Agent to be the arithmetic average of the rate per annum at
which deposits in Dollars in minimum amounts of at least $5,000,000 would be
offered by first class banks in the London interbank market to the
Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business
Days prior to the first day of the applicable Interest Period for a period equal
to such Interest Period. Each calculation by the Administrative Agent of LIBOR
shall be conclusive and binding for all purposes, absent manifest error.

        "LIBOR Rate" means 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

        "LIBOR Rate Loan" means any Loan bearing interest at a rate based upon
the LIBOR Rate as provided in Section 4.1(a).

        "Lien" means, with respect to any asset, any mortgage, leasehold
mortgage, lien, pledge, charge, security interest, hypothecation or encumbrance
of any kind in respect of such asset. For the purposes of this Agreement, a
Person shall be deemed to own subject to a Lien any asset which it has acquired
or holds subject to the interest of a vendor or lessor under any conditional
sale agreement, Capital Lease or other title retention agreement relating to
such asset.

        "Loan Documents" means, collectively, this Agreement, the Notes, the
Applications, the Guaranty Agreement, the Security Documents, each joinder
agreement and each other document, instrument, certificate and agreement
executed and delivered by the Borrower or



                                       9
<PAGE>

any Subsidiary thereof in connection with this Agreement or otherwise referred
to herein or contemplated hereby (excluding any Hedging Agreement), all as may
be amended, restated, supplemented or otherwise modified from time to time.

        "Loans" means the collective reference to the Revolving Credit Loans and
"Loan" means any of such Loans.

        "Material Adverse Effect" means, with respect to the Borrower or any of
its Subsidiaries, a material adverse effect on the properties, business,
operations or financial condition of any such Person or the ability of any such
Person to perform its obligations under the Loan Documents or Material
Contracts, in each case to which it is a party.

        "Material Contract" means (a) any contract or other agreement, written
or oral, of the Borrower or any of its Subsidiaries involving monetary liability
of or to any such Person in an amount in excess of $5,000,000 per annum, or (b)
any other contract or agreement, written or oral, of the Borrower or any of its
Subsidiaries the failure to comply with which could reasonably be expected to
have a Material Adverse Effect.

        "Multiemployer Plan" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making, or
is accruing an obligation to make, or has accrued an obligation to make
contributions within the preceding six (6) years.

        "Net Cash Proceeds" means, as applicable, (a) with respect to any sale
or other disposition of assets, the gross cash proceeds received by the Borrower
or any of its Subsidiaries from such sale less the sum of (i) all income taxes
and other taxes assessed by a Governmental Authority as a result of such sale
and any other fees and expenses incurred in connection therewith and (ii) the
principal amount of, premium, if any, and interest on any Debt secured by a Lien
on the asset (or a portion thereof) sold, which Debt is required to be repaid in
connection with such sale, (b) with respect to any offering of capital stock or
issuance of Debt, the gross cash proceeds received by the Borrower or any of its
Subsidiaries therefrom less all legal, underwriting (including customary
commissions or discounts) and other fees and expenses incurred in connection
therewith and (c) with respect to any payment under an insurance policy or in
connection with a condemnation proceeding, the amount of cash proceeds received
by the Borrower or its Subsidiaries from an insurance company or Governmental
Authority, as applicable, net of all expenses of collection.

        "Net Income" means, with respect to the Borrower and its Subsidiaries,
for any period of determination, the net income (or loss) of the Borrower and
its Subsidiaries for such period, determined on a Consolidated basis in
accordance with GAAP; provided that there shall be excluded from Net Income (a)
the net income (or loss) of any Person (other than a Subsidiary, which shall be
subject to clause (c) below, or RealEC), in which the Borrower or any of its
Subsidiaries has a joint interest with a third party, except to the extent such
net income is actually paid to the Borrower or any of its Subsidiaries by
dividend or other distribution during such period, (b) the net income (or loss)
of any Person accrued prior to the date it becomes a Subsidiary of such Person
or is merged into or consolidated with such Person or any of its Subsidiaries or
that Person's assets are acquired by such Person or any of its



                                       10
<PAGE>

Subsidiaries except to the extent included pursuant to the foregoing clause (a),
and (c) the net income (if positive) of any Subsidiary to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
to the Borrower or any of its Subsidiaries of such net income (i) is not at the
time permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute rule or governmental regulation
applicable to such Subsidiary or (ii) would be subject to any taxes payable on
such dividends or distributions.

        "Net Worth" means, at any date of determination, the total shareholders'
equity (including capital stock, additional paid-in capital and retained
earnings after deducting the treasury stock) of the Borrower and its
Subsidiaries appearing on a Consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with GAAP.

        "Notes" means the collective reference to the Revolving Credit Notes and
"Note" means any of such Notes.

        "Notice of Account Designation" shall have the meaning assigned thereto
in Section 2.2(b).

        "Notice of Borrowing" shall have the meaning assigned thereto in Section
2.2(a).

        "Notice of Conversion/Continuation" shall have the meaning assigned
thereto in Section 4.2.

        "Notice of Prepayment" shall have the meaning assigned thereto in
Section 2.3(c).

        "Obligations" means, in each case, whether now in existence or hereafter
arising: (a) the principal of and interest on (including interest accruing after
the filing of any bankruptcy or similar petition) the Loans, (b) the L/C
Obligations, (c) all existing or future payment and other obligations owing by
the Borrower under any Hedging Agreement (which such Hedging Agreement is
permitted hereunder) with any Person that is a Lender hereunder at the time such
Hedging Agreement is executed (all such obligations with respect to any such
Hedging Agreement, "Hedging Obligations") and (d) all other fees and commissions
(including attorneys' fees), charges, indebtedness, loans, liabilities,
financial accommodations, obligations, covenants and duties owing by the
Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent,
in each case under or in respect of this Agreement, any Note, any Letter of
Credit or any of the other Loan Documents of every kind, nature and description,
direct or indirect, absolute or contingent, due or to become due, contractual or
tortious, liquidated or unliquidated, and whether or not evidenced by any note.

        "Officer's Compliance Certificate" shall have the meaning assigned
thereto in Section 7.2.

        "Other Taxes" shall have the meaning assigned thereto in Section
4.11(b).

        "PBGC" means the Pension Benefit Guaranty Corporation or any successor
agency.



                                       11
<PAGE>

        "Pension Plan" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or
Section 412 of the Code and which (a) is maintained for the employees of the
Borrower or any ERISA Affiliates or (b) has at any time within the preceding six
(6) years been maintained for the employees of the Borrower or any of its
current or former ERISA Affiliates.

        "Permitted Acquisition" shall have the meaning assigned thereto in
Section 10.3(d).

        "Person" means an individual, corporation, limited liability company,
partnership, association, trust, business trust, joint venture, joint stock
company, pool, syndicate, sole proprietorship, unincorporated organization,
Governmental Authority or any other form of entity or group thereof.

        "Pledge Agreement" means the pledge agreement of even date executed by
the Borrower and the Domestic Subsidiaries of the Borrower in favor of the
Administrative Agent for the ratable benefit of itself and the Lenders,
substantially in the form of Exhibit I, as amended, restated, supplemented or
otherwise modified from time to time.

        "Prime Rate" means, at any time, the rate of interest per annum publicly
announced from time to time by the Administrative Agent 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 such prime rate occurs. The parties hereto acknowledge that
the rate announced publicly by the Administrative Agent 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.

        "RealEC" means RealEC Technologies, Inc., a corporation organized under
the laws of Delaware.

        "Register" shall have the meaning assigned thereto in Section 13.10(d).

        "Reimbursement Obligation" means the obligation of the Borrower to
reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under
Letters of Credit.

        "Replaced Lender" and "Replacement Lender" have the respective meanings
assigned thereto in Section 4.13(c).

        "Required Lenders" means, at any date, any combination of Lenders whose
Commitment Percentages aggregate at least sixty percent (60%) of the Aggregate
Commitment or, if the Credit Facility has been terminated in accordance with the
terms of this Agreement, any combination of Lenders holding at least sixty
percent (60%) of the aggregate Extensions of Credit.

        "Responsible Officer" means any of the following: the chief executive
officer or chief financial officer of the Borrower or its Subsidiaries, as
applicable, or any other officer of the Borrower reasonably acceptable to the
Administrative Agent.



                                       12
<PAGE>

        "Revolving Credit Facility" means the revolving credit facility
established pursuant to Article II.

        "Revolving Credit Loans" means any revolving loan made to the Borrower
pursuant to Section 2.1, and all such revolving loans collectively as the
context requires.

        "Revolving Credit Notes" means the collective reference to the Revolving
Credit Notes made by the Borrower payable to the order of each Lender,
substantially in the form of Exhibit A hereto, evidencing the Revolving Credit
Facility, and any amendments, supplements and modifications thereto, any
substitutes therefor, and any replacements, restatements, renewals or extension
thereof, in whole or in part; "Revolving Credit Note" means any of such
Revolving Credit Notes.

        "Revolving Credit Termination Date" means the earliest of the dates
referred to in Section 2.6.

        "Security Documents" means the collective reference to the Guaranty
Agreement, the Pledge Agreement and each other agreement or writing pursuant to
which the Borrower or any Subsidiary thereof purports to pledge or grant a
security interest in any property or assets securing the Obligations or any such
Person purports to guaranty the payment and/or performance of the Obligations,
in each case, as amended, restated, supplemented or otherwise modified from time
to time.

        "Solvent" means, as to the Borrower and its Subsidiaries on a particular
date, that any such Person (a) has capital sufficient to carry on its business
and transactions and all business and transactions in which it is about to
engage and is able to pay its debts as they mature, (b) owns property having a
value, both at fair valuation and at present fair saleable value, greater than
the amount required to pay its probable liabilities (including contingencies),
and (c) does not believe that it will incur debts or liabilities beyond its
ability to pay such debts or liabilities as they mature.

        "Subordinated Debt" means the collective reference to any Debt
(including, without limitation, the FNF Credit Facility) of the Borrower or any
Subsidiary subordinated in right and time of payment to the Obligations and
containing such other terms and conditions, in each case as are satisfactory to
the Required Lenders.

        "Subsidiary" means as to any Person, any corporation, partnership,
limited liability company or other entity of which more than fifty percent (50%)
of the outstanding capital stock or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other managers of
such corporation, partnership, limited liability company or other entity is at
the time directly or indirectly owned by or the management is otherwise
controlled by such Person (irrespective of whether, at the time, capital stock
or other ownership interests of any other class or classes of such corporation,
partnership, limited liability company or other entity shall have or might have
voting power by reason of the happening of any contingency). Unless otherwise
qualified references to "Subsidiary" or



                                       13
<PAGE>

"Subsidiaries" herein shall refer to those of the Borrower; provided, however,
that RealEC shall not be considered a Subsidiary for purposes of this Agreement
until such time as RealEC is joined as a Guarantor under the terms of this
Agreement.

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

        "Taxes" shall have the meaning assigned thereto in Section 4.11(a).

        "Termination Event" means except for any such event or condition that
could not reasonably be expected to have a Material Adverse Effect: (a) a
"Reportable Event" described in Section 4043 of ERISA for which the notice
requirement has not been waived by the PBGC, or (b) the withdrawal of the
Borrower or any ERISA Affiliate from a Pension Plan during a plan year in which
it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or
(c) the termination of a Pension Plan, the filing of a notice of intent to
terminate a Pension Plan or the treatment of a Pension Plan amendment as a
termination, under Section 4041 of ERISA, if the plan assets are not sufficient
to pay all plan liabilities, or (d) the institution of proceedings to terminate,
or the appointment of a trustee with respect to, any Pension Plan by the PBGC,
or (e) any other event or condition which would constitute grounds under Section
4042(a) of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan, or (f) the imposition of a Lien pursuant to
Section 412 of the Code or Section 302 of ERISA, or (g) the partial or complete
withdrawal of the Borrower of any ERISA Affiliate from a Multiemployer Plan if
withdrawal liability is asserted by such plan, or (h) any event or condition
which results in the reorganization or insolvency of a Multiemployer Plan under
Sections 4241 or 4245 of ERISA, or (i) any event or condition which results in
the termination of a Multiemployer Plan under Section 4041A of ERISA or the
institution by PBGC of proceedings to terminate a Multiemployer Plan under
Section 4042 of ERISA.

        "Total Debt" means, as of any date of determination with respect to the
Borrower and its Subsidiaries on a Consolidated basis without duplication, the
sum of all Debt of the Borrower and its Subsidiaries.

        "Uniform Customs" means the Uniform Customs and Practice for Documentary
Credits (1993 Revision), effective January 1994 International Chamber of
Commerce Publication No. 500.

        "UCC" means the Uniform Commercial Code as in effect in the State of
North Carolina, as amended or modified from time to time.

        "United States" means the United States of America.

        "Wachovia" means Wachovia Bank, National Association, a national banking
association, and its successors.



                                       14
<PAGE>

        "Wholly-Owned" means, with respect to a Subsidiary, that all of the
shares of capital stock or other ownership interests of such Subsidiary are,
directly or indirectly, owned or controlled by the Borrower and/or one or more
of its Wholly-Owned Subsidiaries (except for directors' qualifying shares or
other shares required by Applicable Law to be owned by a Person other than the
Borrower).

        SECTION 1.2 General. Unless otherwise specified, a reference in this
Agreement to a particular article, section, subsection, Schedule or Exhibit is a
reference to that article, section, subsection, Schedule or Exhibit of this
Agreement. Wherever from the context it appears appropriate, each term stated in
either the singular or plural shall include the singular and plural, and
pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, the feminine and the neuter. Any reference herein to "Charlotte time"
shall refer to the applicable time of day in Charlotte, North Carolina.

        SECTION 1.3 Other Definitions and Provisions.

        (a) Use of Capitalized Terms. Unless otherwise defined therein, all
capitalized terms defined in this Agreement shall have the defined meanings when
used in this Agreement, the Notes and the other Loan Documents or any
certificate, report or other document made or delivered pursuant to this
Agreement.

        (b) Miscellaneous. The words "hereof", "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement.

                                   ARTICLE II

                            REVOLVING CREDIT FACILITY

        SECTION 2.1 Revolving Credit Loans. Subject to the terms and conditions
of this Agreement, and in reliance upon the representations and warranties set
forth herein, each Lender severally agrees to make Revolving Credit Loans to the
Borrower from time to time from the Closing Date through, but not including, the
Revolving Credit Termination Date as requested by the Borrower in accordance
with the terms of Section 2.2; provided, that (a) the aggregate principal amount
of all outstanding Revolving Credit Loans (after giving effect to any amount
requested) shall not exceed the Aggregate Commitment less the sum of all
outstanding L/C Obligations and (b) the principal amount of outstanding
Revolving Credit Loans from any Lender to the Borrower shall not at any time
exceed such Lender's Commitment less such Lender's Commitment Percentage of
outstanding L/C Obligations. Each Revolving Credit Loan by a Lender shall be in
a principal amount equal to such Lender's Commitment Percentage of the aggregate
principal amount of Revolving Credit Loans requested on such occasion. Subject
to the terms and conditions hereof, the Borrower may borrow, repay and reborrow
Revolving Credit Loans hereunder until the Revolving Credit Termination Date.



                                       15
<PAGE>

        SECTION 2.2 Procedure for Advances of Revolving Credit Loans .

        (a) Requests for Borrowing. The Borrower shall give the Administrative
Agent irrevocable prior written notice substantially in the form attached hereto
as Exhibit B (a "Notice of Borrowing") not later than 11:00 a.m. (Charlotte
time) (i) on the same Business Day as each Base Rate Loan and (ii) at least
three (3) Business Days before each LIBOR Rate Loan, of its intention to borrow,
specifying (A) the date of such borrowing, which shall be a Business Day, (B)
the amount of such borrowing, which shall be, (x) with respect to Base Rate
Loans in an aggregate principal amount of $1,000,000 or a whole multiple of
$100,000 in excess thereof and (y) with respect to LIBOR Rate Loans in an
aggregate principal amount of $2,000,000 or a whole multiple of $500,000 in
excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate
Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest
Period applicable thereto. A Notice of Borrowing received after 11:00 a.m.
(Charlotte time) shall be deemed received on the next Business Day. The
Administrative Agent shall promptly notify the Lenders of each Notice of
Borrowing.

        (b) Disbursement of Revolving Credit Loans. Not later than 2:00 p.m.
(Charlotte time) on the proposed borrowing date, each Lender will make available
to the Administrative Agent, for the account of the Borrower, at the office of
the Administrative Agent in funds immediately available to the Administrative
Agent, such Lender's Commitment Percentage of the Revolving Credit Loans to be
made on such borrowing date. The Borrower hereby irrevocably authorizes the
Administrative Agent to disburse the proceeds of each borrowing requested
pursuant to this Section 2.2 in immediately available funds by crediting or
wiring such proceeds to the deposit account of the Borrower identified in the
most recent notice substantially in the form of Exhibit C hereto (a "Notice of
Account Designation") delivered by the Borrower to the Administrative Agent or
as may be otherwise agreed upon by the Borrower and the Administrative Agent
from time to time. Subject to Section 4.7 hereof, the Administrative Agent shall
not be obligated to disburse the portion of the proceeds of any Revolving Credit
Loan requested pursuant to this Section 2.2 to the extent that any Lender has
not made available to the Administrative Agent its Commitment Percentage of such
Loan.

        SECTION 2.3 Repayment of Loans.

        (a) Repayment on Termination Date. The Borrower hereby agrees to repay
the outstanding principal amount of all Revolving Credit Loans in full on the
Revolving Credit Termination Date, with all accrued but unpaid interest thereon.

        (b) Mandatory Repayment of Revolving Credit Loans. If at any time the
outstanding principal amount of all Revolving Credit Loans plus the sum of all
outstanding L/C Obligations exceeds the Aggregate Commitment, the Borrower
agrees to repay immediately upon notice from the Administrative Agent, by
payment to the Administrative Agent for the account of the Lenders, Extensions
of Credit in an amount equal to such excess with each such repayment applied
first to the principal amount of outstanding Revolving Credit Loans and second,
with respect to any Letters of Credit then outstanding, a payment of cash
collateral into a cash collateral account opened by the Administrative Agent,
for the benefit of the Lenders in an amount equal to the aggregate then undrawn
and unexpired



                                       16
<PAGE>

amount of such Letters of Credit (such cash collateral to be applied in
accordance with Section 11.2(b)).

        (c) Optional Repayments. The Borrower may at any time and from time to
time repay the Loans, in whole or in part, upon at least three (3) Business
Days' irrevocable notice to the Administrative Agent with respect to LIBOR Rate
Loans and one (1) Business Day irrevocable notice with respect to Base Rate
Loans, substantially in the form attached hereto as Exhibit D (a "Notice of
Prepayment") specifying the date and amount of repayment and whether the
repayment is of LIBOR Rate Loans, Base Rate Loans, or a combination thereof,
and, if of a combination thereof, the amount allocable to each. Upon receipt of
such notice, the Administrative Agent shall promptly notify each Lender. If any
such notice is given, the amount specified in such notice shall be due and
payable on the date set forth in such notice. Partial repayments shall be in an
aggregate amount of $1,000,000 or a whole multiple of $100,000 in excess thereof
with respect to Base Rate Loans and $2,000,000 or a whole multiple of $500,000
in excess thereof with respect to LIBOR Rate Loans. Each such repayment shall be
accompanied by any amount required to be paid pursuant to Section 4.9 hereof.

        (d) Limitation on Repayment of LIBOR Rate Loans. The Borrower may not
repay any LIBOR Rate Loan on any day other than on the last day of the Interest
Period applicable thereto unless such repayment is accompanied by any amount
required to be paid pursuant to Section 4.9 hereof.

        (e) Hedging Agreements. No repayment or prepayment pursuant to this
Section 2.3 shall affect any of the Borrower's obligations under any Hedging
Agreement.

        SECTION 2.4 Revolving Credit Notes. Except as otherwise provided in
Section 13.10 (a)-(e), each Lender's Revolving Credit Loans and the obligation
of the Borrower to repay such Revolving Credit Loans shall be evidenced by a
separate Revolving Credit Note executed by the Borrower payable to the order of
such Lender.

        SECTION 2.5 Permanent Reduction of the Aggregate Commitment.

        (a) Voluntary Reduction. The Borrower shall have the right at any time
and from time to time, upon at least five (5) Business Days prior written notice
to the Administrative Agent, to permanently reduce, without premium or penalty,
(i) the entire Aggregate Commitment at any time or (ii) portions of the
Aggregate Commitment, from time to time, in an aggregate principal amount not
less than $2,000,000 or any whole multiple of $500,000 in excess thereof. The
amount of each partial permanent reduction shall be applied pro rata to reduce
the remaining mandatory reduction amounts required under Section 2.5(b), and
such reduction shall permanently reduce the Lenders' Commitments pro rata in
accordance with their respective Commitment Percentages.

        (b) Corresponding Payment. Each permanent reduction permitted or
required pursuant to this Section 2.5 shall be accompanied by a payment of
principal sufficient to reduce the aggregate outstanding Revolving Credit Loans
and L/C Obligations, as applicable,



                                       17
<PAGE>

after such reduction to the Aggregate Commitment as so reduced and if the
Aggregate Commitment as so reduced is less than the aggregate amount of all
outstanding Letters of Credit, the Borrower shall be required to deposit cash
collateral in a cash collateral account opened by the Administrative Agent in an
amount equal to the aggregate then undrawn and unexpired amount of such Letters
of Credit. Such cash collateral shall be applied in accordance with Section
11.2(b). Any reduction of the Aggregate Commitment to zero shall be accompanied
by payment of all outstanding Revolving Credit Loans (and furnishing of cash
collateral satisfactory to the Administrative Agent for all L/C Obligations) and
shall result in the termination of the Commitments and Credit Facility. Such
cash collateral shall be applied in accordance with Section 11.2(b). If the
reduction of the Aggregate Commitment requires the repayment of any LIBOR Rate
Loan, such repayment shall be accompanied by any amount required to be paid
pursuant to Section 4.9 hereof.

        SECTION 2.6 Termination of Credit Facility. The Credit Facility shall
terminate on the earliest of (a) the third (3rd) anniversary of the Closing Date
of the Credit Facility, (b) the date of termination by the Borrower pursuant to
Section 2.5 or (c) the date of termination by the Administrative Agent on behalf
of the Lenders pursuant to Section 11.2(a).

        SECTION 2.7 Optional Increase In Commitments.

        (a) Until the date that is six (6) months following the Closing Date and
subject to the conditions set forth below, the Borrower may, upon at least ten
(10) Business Days' prior written notice to the Administrative Agent and the
Lenders, increase the Revolving Credit Commitment, either by designating one or
more lenders not theretofore Lenders to become Lenders (such designation to be
effective only with the prior written consent of the Administrative Agent, which
consent shall not be unreasonably withheld) or by agreeing with one or more
existing Lenders that such Lender's Commitment shall be increased; provided
that:

                (i) no Default or Event of Default shall have occurred and be
        continuing hereunder as of the effective date;

                (ii) any lender not theretofore a Lender shall meet the criteria
        set forth in the definition of Eligible Assignee;

                (iii) the representations and warranties made by the Borrower
        and contained in Article VI shall be true and correct on and as of the
        effective date with the same effect as if made on and as of such date
        (other than those representations and warranties that by their terms
        speak as of a particular date, which representations and warranties
        shall be true and correct as of such particular date);

                (iv) the Borrower shall deliver an Officer's Compliance
        Certificate to the Administrative Agent demonstrating pro forma
        compliance with the covenants set forth in Article IX hereof;

                (v) the amount of such increase in the Commitment shall not (A)
        be less than $10,000,000 and (B) together with all other increases in
        the Commitment pursuant to this



                                       18
<PAGE>

        Section 2.7 since the date of this Agreement, shall not cause the
        Aggregate Commitment to exceed $100,000,000;

                (vi) the Borrower and each such Lender or lender not theretofore
        a Lender shall execute and deliver to the Administrative Agent, for its
        acceptance and recording in the Register (as defined below), a Lender
        Addition and Acknowledgment Agreement acknowledged by the Administrative
        Agent and each Guarantor and substantially in the form of Exhibit J
        attached hereto;

                (vii) participation in any Commitment increase under this
        Section 2.7 shall be offered first to each of the existing Lenders;
        provided, however, that no existing Lender shall be obligated in any way
        to increase its Commitment;

                (viii) the Borrower shall pay any amount required to be paid
        pursuant to Section 4.9 hereof resulting from the reallocation of
        Revolving Credit Loans pursuant to the increase in the Commitment; and

                (ix) the Administrative Agent may request any documents or
        information in connection with such increase in the Commitment in its
        reasonable discretion.

        (b) Upon the execution, delivery, acceptance and recording of the Lender
Addition and Acknowledgement Agreement, from and after the effective date
specified in a Lender Addition and Acknowledgement Agreement, which effective
date shall be five (5) Business Days after the execution thereof, each such
existing Lender shall have a Commitment as therein set forth or such other
lender shall become a Lender with a Commitment as therein set forth and all the
rights and obligations of a Lender with such a Commitment hereunder.

        (c) The Administrative Agent shall maintain a copy of each Lender
Addition and Acknowledgement Agreement delivered to it and a register for the
recordation of the names and addresses of the Lenders and the amount of the
Extensions of Credit with respect to each Lender from time to time (the
"Register"). 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 a Lender hereunder
for all purposes of this 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.

        (d) Upon its receipt of a Lender Addition and Acknowledgement Agreement
together with any Note or Notes subject to such addition and assumption and the
written consent to such addition and assumption, the Administrative Agent shall,
if such Lender Addition and Acknowledgment Agreement has been completed and is
substantially in the form of Exhibit J:

                (i) accept such Lender Addition and Acknowledgement Agreement;

                (ii) record the information contained therein in the Register;
        and

                (iii) give prompt notice thereof to the Lenders and the
        Borrower.



                                       19
<PAGE>

Within five (5) Business Days after receipt of notice, the Borrower shall
execute and deliver to the Administrative Agent, in exchange for the surrendered
Revolving Credit Note or Revolving Credit Notes of any existing Lender or with
respect to any Lender not theretofore a Lender, a new Revolving Credit Note or
Revolving Credit Notes to the order of the applicable Lenders in amounts equal
to the Commitment of such Lenders pursuant to the Lender Addition and
Acknowledgement Agreement. Such new Revolving Credit Note or Revolving Credit
Notes shall be in an aggregate principal amount equal to the aggregate principal
amount of such Commitments, shall be dated the effective date of such Lender
Addition and Acknowledgement Agreement and shall otherwise be in substantially
the form of the existing Revolving Credit Notes. Each surrendered Revolving
Credit Note and/or Revolving Credit Notes shall be canceled and returned to the
Borrower.

                                   ARTICLE III

                            LETTER OF CREDIT FACILITY

        SECTION 3.1 L/C Commitment. Subject to the terms and conditions hereof,
the Issuing Lender, in reliance on the agreements of the other Lenders set forth
in Section 3.4(a), agrees to issue standby letters of credit ("Letters of
Credit") for the account of the Borrower on any Business Day from the Closing
Date through but not including the Revolving Credit Termination Date in such
form as may be approved from time to time by the Issuing Lender; provided, that
the Issuing Lender shall have no obligation to issue any Letter of Credit if,
after giving effect to such issuance, (a) the L/C Obligations would exceed the
L/C Commitment or (b) the Available Commitment of any Lender would be less than
zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum
amount of $100,000, (ii) be a standby letter of credit issued to support
obligations of the Borrower or any of its Subsidiaries, contingent or otherwise,
incurred in the ordinary course of business, (iii) expire on a date satisfactory
to the Issuing Lender, which date shall be no later than the earlier of (A) one
(1) year after its date of issuance and the fifth (5th) Business Day prior to
the Revolving Credit Termination Date and (iv) be subject to the Uniform Customs
and/or ISP 98, as set forth in the Application or as determined by the Issuing
Lender and, to the extent not inconsistent therewith, the laws of the State of
North Carolina. The Issuing Lender shall not at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or cause
the Issuing Lender or any L/C Participant to exceed any limits imposed by, any
Applicable Law. References herein to "issue" and derivations thereof with
respect to Letters of Credit shall also include extensions or modifications of
any existing Letters of Credit, unless the context otherwise requires.

        SECTION 3.2 Procedure for Issuance of Letters of Credit. The Borrower
may from time to time request that the Issuing Lender issue a Letter of Credit
by delivering to the Issuing Lender at the Administrative Agent's Office an
Application therefor, completed to the satisfaction of the Issuing Lender, and
such other certificates, documents and other papers and information as the
Issuing Lender may request. Upon receipt of any Application, the Issuing Lender
shall process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its



                                       20
<PAGE>

customary procedures and shall, subject to Section 3.1 and Article V hereof,
promptly issue the Letter of Credit requested thereby (but in no event shall the
Issuing Lender be required to issue any Letter of Credit earlier than three (3)
Business Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed by the Issuing Lender and the Borrower. The Issuing
Lender shall promptly furnish to the Borrower a copy of such Letter of Credit
and promptly notify each Lender of the issuance and upon request by any Lender,
furnish to such Lender a copy of such Letter of Credit and the amount of such
Lender's participation therein.

        SECTION 3.3 Commissions and Other Charges.

        (a) The Borrower shall pay to the Administrative Agent, for the account
of the Issuing Lender and the L/C Participants, a letter of credit commission
with respect to each Letter of Credit in an amount equal to the face amount of
such Letter of Credit multiplied by the Applicable Margin with respect to LIBOR
Rate Loans (determined on a per annum basis). Such commission shall be payable
quarterly in arrears on the last Business Day of each calendar quarter and on
the Revolving Credit Termination Date. The Administrative Agent shall, promptly
following its receipt thereof, distribute to the Issuing Lender and the L/C
Participants all commissions received pursuant to this Section 3.3(a) in
accordance with their respective Commitment Percentages.

        (b) In addition to the foregoing commission, the Borrower shall pay the
Issuing Lender an issuance fee, with respect to each Letter of Credit in an
amount equal to the face amount of such Letter of Credit multiplied by 0.125%
per annum. Such issuance fee shall be payable quarterly in arrears on the last
Business Day of each calendar quarter and on the Revolving Credit Termination
Date.

        (c) In addition to the foregoing fees and commissions, the Borrower
shall pay or reimburse the Issuing Lender for such normal and customary costs
and expenses as are incurred or charged by the Issuing Lender in issuing,
effecting payment under, amending or otherwise administering any Letter of
Credit.

        SECTION 3.4 L/C Participations.

        (a) The Issuing Lender irrevocably agrees to grant and hereby grants to
each L/C Participant, and, to induce the Issuing Lender to issue Letters of
Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase
and hereby accepts and purchases from the Issuing Lender, on the terms and
conditions hereinafter stated, for such L/C Participant's own account and risk
an undivided interest equal to such L/C Participant's Commitment Percentage in
the Issuing Lender's obligations and rights under and in respect of each Letter
of Credit issued hereunder and the amount of each draft paid by the Issuing
Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees
with the Issuing Lender that, if a draft is paid under any Letter of Credit for
which the Issuing Lender is not reimbursed in full by the Borrower through a
Revolving Credit Loan or otherwise in accordance with the terms of this
Agreement, such L/C Participant shall pay to the Issuing



                                       21
<PAGE>

Lender upon demand at the Issuing Lender's address for notices specified herein
an amount equal to such L/C Participant's Commitment Percentage of the amount of
such draft, or any part thereof, which is not so reimbursed.

        (b) Upon becoming aware of any amount required to be paid by any L/C
Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any
unreimbursed portion of any payment made by the Issuing Lender under any Letter
of Credit, the Issuing Lender shall notify each L/C Participant of the amount
and due date of such required payment and such L/C Participant shall pay to the
Issuing Lender the amount specified on the applicable due date. If any such
amount is paid to the Issuing Lender after the date such payment is due, such
L/C Participant shall pay to the Issuing Lender on demand, in addition to such
amount, the product of (i) such amount, times (ii) the daily average Federal
Funds Rate as determined by the Administrative Agent during the period from and
including the date such payment is due to the date on which such payment is
immediately available to the Issuing Lender, times (iii) a fraction the
numerator of which is the number of days that elapse during such period and the
denominator of which is 360. A certificate of the Issuing Lender with respect to
any amounts owing under this Section 3.4(b) shall be conclusive in the absence
of manifest error. With respect to payment to the Issuing Lender of the
unreimbursed amounts described in this Section 3.4(b), if the L/C Participants
receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte
time) on any Business Day, such payment shall be due that Business Day, and (B)
after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due
on the following Business Day.

        (c) Whenever, at any time after the Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its
Commitment Percentage of such payment in accordance with this Section 3.4, the
Issuing Lender receives any payment related to such Letter of Credit (whether
directly from the Borrower or otherwise), or any payment of interest on account
thereof, the Issuing Lender will distribute to such L/C Participant its pro rata
share thereof; provided, that in the event that any such payment received by the
Issuing Lender shall be required to be returned by the Issuing Lender, such L/C
Participant shall return to the Issuing Lender the portion thereof previously
distributed by the Issuing Lender to it.

        SECTION 3.5 Reimbursement Obligation of the Borrower. In the event of
any drawing under any Letter of Credit, the Borrower agrees to reimburse (either
with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5
or with funds from other sources), in same day funds, the Issuing Lender on each
date on which the Issuing Lender notifies the Borrower of the date and amount of
a draft paid under any Letter of Credit for the amount of (a) such draft so paid
and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender
in connection with such payment. Unless the Borrower shall immediately notify
the Issuing Lender that the Borrower intends to reimburse the Issuing Lender for
such drawing from other sources or funds, the Borrower shall be deemed to have
timely given a Notice of Borrowing to the Administrative Agent requesting that
the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on
such date in the amount of (a) such draft so paid and (b) any amounts referred
to in Section 3.3(c) incurred by the Issuing Lender in connection with such
payment, and the Lenders shall make a Revolving



                                       22
<PAGE>

Credit Loan bearing interest at the Base Rate in such amount, the proceeds of
which shall be applied to reimburse the Issuing Lender for the amount of the
related drawing and costs and expenses. Each Lender acknowledges and agrees that
its obligation to fund a Revolving Credit Loan in accordance with this Section
3.5 to reimburse the Issuing Lender for any draft paid under a Letter of Credit
is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including, without limitation, non-satisfaction of the conditions
set forth in Section 2.2(a) or Article V. If the Borrower has elected to pay the
amount of such drawing with funds from other sources and shall fail to reimburse
the Issuing Lender as provided above, the unreimbursed amount of such drawing
shall bear interest at the rate which would be payable on any outstanding Base
Rate Loans which were then overdue from the date such amounts become payable
(whether at stated maturity, by acceleration or otherwise) until payment in
full.

        SECTION 3.6 Obligations Absolute. The Borrower's obligations under this
Article III (including, without limitation, the Reimbursement Obligation) shall
be absolute and unconditional under any and all circumstances and irrespective
of any set-off, counterclaim or defense to payment which the Borrower may have
or have had against the Issuing Lender or any beneficiary of a Letter of Credit
or any other Person. The Borrower also agrees that the Issuing Lender and the
L/C Participants shall not be responsible for, and the Borrower's Reimbursement
Obligation under Section 3.5 shall not be affected by, among other things, the
validity or genuineness of documents or of any endorsements thereon, even though
such documents shall in fact prove to be invalid, fraudulent or forged, or any
dispute between or among the Borrower and any beneficiary of any Letter of
Credit or any other party to which such Letter of Credit may be transferred or
any claims whatsoever of the Borrower against any beneficiary of such Letter of
Credit or any such transferee. The Issuing Lender shall not be liable for any
error, omission, interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with any Letter of
Credit, except for errors or omissions caused by the Issuing Lender's gross
negligence or willful misconduct. The Borrower agrees that any action taken or
omitted by the Issuing Lender under or in connection with any Letter of Credit
or the related drafts or documents, if done in the absence of gross negligence
or willful misconduct, shall be binding on the Borrower and shall not result in
any liability of the Issuing Lender or any L/C Participant to the Borrower. The
responsibility of the Issuing Lender to the Borrower in connection with any
draft presented for payment under any Letter of Credit shall, in addition to any
payment obligation expressly provided for in such Letter of Credit, be limited
to determining that the documents (including each draft) delivered under such
Letter of Credit in connection with such presentment are in conformity with such
Letter of Credit.

        SECTION 3.7 Effect of Application. To the extent that any provision of
any Application related to any Letter of Credit is inconsistent with the
provisions of this Article III, the provisions of this Article III shall apply.



                                       23
<PAGE>

                                   ARTICLE IV

                             GENERAL LOAN PROVISIONS

        SECTION 4.1 Interest.

        (a) Interest Rate Options. Subject to the provisions of this Section
4.1, at the election of the Borrower, Revolving Credit Loans shall bear interest
at (A) the Base Rate plus the Applicable Margin as set forth in Section 4.1(c)
or (B) the LIBOR Rate plus the Applicable Margin as set forth in Section 4.1(c)
(provided that the LIBOR Rate shall not be available until three (3) Business
Days after the Closing Date). The Borrower shall select the rate of interest and
Interest Period, if any, applicable to any Loan at the time a Notice of
Borrowing is given or at the time a Notice of Conversion/Continuation is given
pursuant to Section 4.2. Each Loan or portion thereof bearing interest based on
the Base Rate shall be a "Base Rate Loan", each Loan or portion thereof bearing
interest based on the LIBOR Rate shall be a "LIBOR Rate Loan." Any Loan or any
portion thereof as to which the Borrower has not duly specified an interest rate
as provided herein shall be deemed a Base Rate Loan.

        (b) Interest Periods. In connection with each LIBOR Rate Loan, the
Borrower, by giving notice at the times described in Section 4.1(a), shall elect
an interest period (each, an "Interest Period") to be applicable to such Loan,
which Interest Period shall be a period of one (1), two (2), three (3), or six
(6) months with respect to each LIBOR Rate Loan; provided that:

                (i) the Interest Period shall commence on the date of advance of
or conversion to any LIBOR Rate Loan and, in the case of immediately successive
Interest Periods, each successive Interest Period shall commence on the date on
which the immediately preceding Interest Period expires;

                (ii) if any Interest Period would otherwise expire on a day that
is not a Business Day, such Interest Period shall expire on the next succeeding
Business Day; provided, that if any Interest Period with respect to a LIBOR Rate
Loan would otherwise expire on a day that is not a Business Day but is a day of
the month after which no further Business Day occurs in such month, such
Interest Period shall expire on the immediately preceding Business Day;

                (iii) any Interest Period with respect 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 at the end of such Interest Period;

                (iv) no Interest Period shall extend beyond the Revolving Credit
Termination Date; and


                                       24
<PAGE>
                (v) there shall be no more than five (5) Interest Periods in
effect at any time.

        (c) Applicable Margin. The Applicable Margin provided for in Section
4.1(a) with respect to any Loan (the "Applicable Margin") shall be based upon
the table set forth below and shall be determined and adjusted quarterly on the
date (each a "Calculation Date") ten (10) Business Days after the date by which
the Borrower is required to provide an Officer's Compliance Certificate for the
most recently ended fiscal quarter of the Borrower; provided, however, that (a)
the initial Applicable Margin shall be based on Pricing Level I (as shown below)
and shall remain at Pricing Level I until the first Calculation Date occurring
after the Closing Date and, thereafter the Pricing Level shall be determined by
reference to the Leverage Ratio as of the last day of the most recently ended
fiscal quarter of the Borrower preceding the applicable Calculation Date, and
(b) if the Borrower fails to provide the Officer's Compliance Certificate as
required by Section 7.2 for the most recently ended fiscal quarter of the
Borrower preceding the applicable Calculation Date, the Applicable Margin from
such Calculation Date shall be based on Pricing Level III (as shown below) until
such time as an appropriate Officer's Compliance Certificate is provided, at
which time the Pricing Level shall be determined for the remaining period
following the delivery of such Officer's Compliance Certificate by reference to
the Leverage Ratio as of the last day of the most recently ended fiscal quarter
of the Borrower. The Applicable Margin shall be effective from one Calculation
Date until the next Calculation Date. Any adjustment in the Applicable Margin
shall be applicable to all Extensions of Credit then existing or subsequently
made or issued.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
    PRICING LEVEL             LEVERAGE RATIO                               LIBOR             BASE RATE
------------------------------------------------------------------------------------------------------
<S>             <C>                                                        <C>               <C>
          I              (less than or equal to) 0.75 to 1.00               1.50%              0.25%
------------------------------------------------------------------------------------------------------
          II    >0.75 to 1.00 but (less than or equal to) 1.00 to 1.00      1.75%              0.50%
------------------------------------------------------------------------------------------------------
         III                   >1.00 to 1.00                                2.00%              0.75%
------------------------------------------------------------------------------------------------------
</TABLE>

        (d) Default Rate. Subject to Section 11.3, at the discretion of the
Administrative Agent or as directed by the Required Lenders, upon the occurrence
and during the continuance of an Event of Default, (i) the Borrower shall no
longer have the option to request LIBOR Rate Loans, (ii) all outstanding LIBOR
Rate Loans shall bear interest at a rate per annum of two percent (2%) in excess
of the rate then applicable to LIBOR Rate Loans until the end of the applicable
Interest Period and thereafter at a rate equal to two percent (2%) in excess of
the rate then applicable to Base Rate Loans, and (iii) all outstanding Base Rate
Loans and other Obligations arising hereunder or under any other Loan Document
shall bear interest at a rate per annum equal to two percent (2%) in excess of
the rate then applicable to Base Rate Loans or such other Obligations arising
hereunder or under any other Loan Document. Interest shall continue to accrue on
the Notes after the filing by or against the Borrower of any petition seeking
any relief in bankruptcy or under any act or law pertaining to insolvency or
debtor relief, whether state, federal or foreign.

        (e) Interest Payment and Computation. Interest on each Base Rate Loan
shall be payable in arrears on the last Business Day of each calendar quarter
commencing March 31,




                                       25
<PAGE>

2003; and interest on each LIBOR Rate Loan shall be payable on the last day of
each Interest Period applicable thereto, and if such Interest Period extends
over three (3) months, at the end of each three (3) month interval during such
Interest Period. Interest on LIBOR Rate Loans and all fees payable hereunder
shall be computed on the basis of a 360-day year and assessed for the actual
number of days elapsed and interest on Base Rate Loans shall be computed on the
basis of a 365/366-day year and assessed for the actual number of days elapsed.

        (f) Maximum Rate. In no contingency or event whatsoever shall the
aggregate of all amounts deemed interest hereunder or under any of the Notes
charged or collected pursuant to the terms of this Agreement or pursuant to any
of the Notes exceed the highest rate permissible under any Applicable Law which
a court of competent jurisdiction shall, in a final determination, deem
applicable hereto. In the event that such a court determines that the Lenders
have charged or received interest hereunder in excess of the highest applicable
rate, the rate in effect hereunder shall automatically be reduced to the maximum
rate permitted by Applicable Law and the Lenders shall at the Administrative
Agent's option (i) promptly refund to the Borrower any interest received by the
Lenders in excess of the maximum lawful rate or (ii) apply such excess to the
principal balance of the Obligations on a pro rata basis. It is the intent
hereof that the Borrower not pay or contract to pay, and that neither the
Administrative Agent nor any Lender receive or contract to receive, directly or
indirectly in any manner whatsoever, interest in excess of that which may be
paid by the Borrower under Applicable Law.

        SECTION 4.2 Notice and Manner of Conversion or Continuation of Loans.
Provided that no Default or Event of Default has occurred and is then
continuing, the Borrower shall have the option to (a) convert at any time
following the third Business Day after the Closing Date all or any portion of
any outstanding Base Rate Loans in a principal amount equal to $2,000,000 or any
whole multiple of $500,000 in excess thereof into one or more LIBOR Rate Loans
and (b) upon the expiration of any Interest Period, (i) convert all or any part
of its outstanding LIBOR Rate Loans in a principal amount equal to $1,000,000 or
a whole multiple of $100,000 in excess thereof into Base Rate Loans or (ii)
continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower
desires to convert or continue Loans as provided above, the Borrower shall give
the Administrative Agent irrevocable prior written notice in the form attached
as Exhibit E (a "Notice of Conversion/Continuation") not later than 11:00 a.m.
(Charlotte time) three (3) Business Days before the day on which a proposed
conversion or continuation of such Loan is to be effective specifying (A) the
Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to
be converted or continued, the last day of the Interest Period therefor, (B) the
effective date of such conversion or continuation (which shall be a Business
Day), (C) the principal amount of such Loans to be converted or continued, and
(D) the Interest Period to be applicable to such converted or continued LIBOR
Rate Loan. The Administrative Agent shall promptly notify the Lenders of such
Notice of Conversion/Continuation.

        SECTION 4.3 Fees.

        (a) Commitment Fee. Commencing on the Closing Date, the Borrower shall
pay to the Administrative Agent, for the account of the Lenders, a
non-refundable commitment fee at



                                       26
<PAGE>

a rate per annum equal to the applicable rate based upon the table set forth
below (the "Commitment Fee Rate"). The commitment fee shall be payable in
arrears on the last Business Day of each calendar quarter during the term of
this Agreement commencing on the first such day following the Closing Date, and
on the Revolving Credit Termination Date. Such commitment fee shall be
distributed by the Administrative Agent to the Lenders pro rata in accordance
with the Lenders' respective Commitment Percentages. The Commitment Fee Rate
shall be based upon the table set forth below and shall be determined and
adjusted quarterly on each Calculation Date; provided, however, that (a) the
initial Commitment Fee Rate shall be based on Pricing Level I (as shown below)
and shall remain at Pricing Level I until the first Calculation Date occurring
after the Closing Date and thereafter the Pricing Level shall be determined by
reference to the Average Utilization as of the last day of the most recently
ended fiscal quarter of the Borrower preceding the applicable Calculation Date.
The Commitment Fee Rate shall be effective from one Calculation Date until the
next Calculation Date.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
        PRICING LEVEL               USAGE OF CREDIT FACILITY               COMMITMENT FEE RATE
-----------------------------------------------------------------------------------------------
<S>                          <C>                                           <C>
              I                   (less than or equal to) 25.0%                  0.625%
-----------------------------------------------------------------------------------------------
             II              > 25.0%, but (less than or equal to) 50.0%          0.500%
-----------------------------------------------------------------------------------------------
             III                            > 50.0%                              0.375%
-----------------------------------------------------------------------------------------------
</TABLE>

        (b) Administrative Agent's and Other Fees. In order to compensate the
Administrative Agent for structuring and syndicating the Loans and for its
obligations hereunder, the Borrower agrees to pay to the Administrative Agent,
for its account, the fees set forth in the separate fee letter agreement
executed by the Borrower and the Administrative Agent dated November 5, 2002.

        SECTION 4.4 Manner of Payment. Each payment by the Borrower on account
of the principal of or interest on the Loans or of any fee, commission or other
amounts (including the Reimbursement Obligation) payable to the Lenders under
this Agreement or any Note shall be made not later than 2:00 p.m. (Charlotte
time) on the date specified for payment under this Agreement to the
Administrative Agent at the Administrative Agent's Office for the account of the
Lenders (other than as set forth below) pro rata in accordance with their
respective Commitment Percentages (except as specified below), in Dollars, in
immediately available funds and shall be made without any set-off, counterclaim
or deduction whatsoever. Any payment received after such time but before 3:00
p.m. (Charlotte time) on such day shall be deemed a payment on such date for the
purposes of Section 11.1(a) or (b), but for all other purposes shall be deemed
to have been made on the next succeeding Business Day. Any payment received
after 2:00 p.m. (Charlotte time) shall be deemed to have been made on the next
succeeding Business Day for all purposes. Upon receipt by the Administrative
Agent of each such payment, the Administrative Agent shall distribute to each
Lender at its address for notices set forth herein its pro rata share of such
payment in accordance with such Lender's Commitment Percentage (except as
specified below) and shall wire advice of the amount of such credit to each
Lender. Each payment to the Administrative Agent of the Issuing Lender's fees or
L/C Participants' commissions shall be made in like manner, but for the account
of the Issuing Lender or the L/C Participants, as the case may be. Each payment
to the Administrative Agent of Administrative Agent's fees or expenses shall be



                                       27
<PAGE>

made for the account of the Administrative Agent and any amount payable to any
Lender under Sections 4.8, 4.9, 4.10, 4.11 or 13.2 shall be paid to the
Administrative Agent for the account of the applicable Lender. Subject to
Section 4.1(b)(ii) if any payment under this Agreement or any Note shall be
specified to be made upon a day which is not a Business Day, it shall be made on
the next succeeding day which is a Business Day and such extension of time shall
in such case be included in computing any interest if payable along with such
payment.

        SECTION 4.5 Crediting of Payments and Proceeds. In the event that the
Borrower shall fail to pay any of the Obligations when due and the Obligations
have been accelerated pursuant to Section 11.2, all payments received by the
Lenders upon the Notes and the other Obligations and all net proceeds from the
enforcement of the Obligations shall be applied: (a) first to all expenses then
due and payable by the Borrower hereunder and under the other Loan Documents,
(b) then to all indemnity obligations then due and payable by the Borrower
hereunder and under the other Loan Documents, (c) then to all Administrative
Agent's and Issuing Lender's fees then due and payable, (d) then to all
commitment and other fees and commissions then due and payable, (e) then to
accrued and unpaid interest on the Revolving Credit Notes, accrued and unpaid
interest on the Reimbursement Obligation and any Hedging Obligations (including
any termination payments and any accrued and unpaid interest thereon) (pro rata
in accordance with all such amounts due), (f) then to the principal amount of
the Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance
with all such amounts due) and (g ) then to the cash collateral account
described in Section 11.2(b) hereof to the extent of any L/C Obligations then
outstanding, in that order.

        SECTION 4.6 Adjustments. If any Lender (a "Benefited Lender") shall at
any time receive any payment of all or part of the Obligations owing to it, or
interest thereon, or if any Lender shall at any time receive any collateral in
respect to the Obligations owing to it (whether voluntarily or involuntarily, by
set-off or otherwise) (other than pursuant to Sections 4.8, 4.9, 4.10, 4.11 or
13.2 hereof) in a greater proportion than any such payment to and collateral
received by any other Lender, if any, in respect of the similar Obligations
owing to such other Lender, or interest thereon, such Benefited Lender shall
purchase for cash from the other Lenders such portion of each such other
Lender's Extensions of Credit, 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, 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
Extensions of Credit 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.

        SECTION 4.7 Nature of Obligations of Lenders Regarding Extensions of
Credit; Assumption by the Administrative Agent. The obligations of the Lenders
under this Agreement to make the Loans and issue or participate in Letters of
Credit are several and are not joint or joint and several. Unless the
Administrative Agent shall have received notice from



                                       28
<PAGE>

a Lender prior to a proposed borrowing date that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of the
amount to be borrowed on such date (which notice shall not release such Lender
of its obligations hereunder), the Administrative Agent may assume that such
Lender has made such portion available to the Administrative Agent on the
proposed borrowing date in accordance with Section 2.2(b) and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount. If such amount is made available to the
Administrative Agent on a date after such borrowing date, such Lender shall pay
to the Administrative Agent on demand an amount, until paid, equal to the
product of (a) the amount not made available by such Lender in accordance with
the terms hereof, times (b) the daily average Federal Funds Rate during such
period as determined by the Administrative Agent, times (c) a fraction the
numerator of which is the number of days that elapse from and including such
borrowing date to the date on which such amount not made available by such
Lender in accordance with the terms hereof shall have become immediately
available to the Administrative Agent and the denominator of which is 360. A
certificate of the Administrative Agent with respect to any amounts owing under
this Section 4.7 shall be conclusive, absent manifest error. If such Lender's
Commitment Percentage of such borrowing is not made available to the
Administrative Agent by such Lender within three (3) Business Days after such
borrowing date, the Administrative Agent shall be entitled to recover such
amount made available by the Administrative Agent with interest thereon at the
rate per annum applicable to Base Rate Loans hereunder, on demand, from the
Borrower. The failure of any Lender to make available its Commitment Percentage
of any Loan requested by the Borrower shall not relieve it or any other Lender
of its obligation, if any, hereunder to make its Commitment Percentage of such
Loan available on the borrowing date, but no Lender shall be responsible for the
failure of any other Lender to make its Commitment Percentage of such Loan
available on the borrowing date. Notwithstanding anything set forth herein to
the contrary, any Lender that fails to make available its Commitment Percentage
of any Loan shall not (a) have any voting or consent rights under or with
respect to any Loan Document or (b) constitute a "Lender" (or be included in the
calculation of Required Lenders hereunder) for any voting or consent rights
under or with respect to any Loan Document.

        SECTION 4.8 Changed Circumstances.

        (a) Circumstances Affecting LIBOR Rate Availability. If with respect to
any Interest Period the Administrative Agent or any Lender (after consultation
with the Administrative Agent) shall determine that, by reason of circumstances
affecting the foreign exchange and interbank markets generally, deposits in
eurodollars, in the applicable amounts are not being quoted via the Dow Jones
Market Screen 3750 or offered to the Administrative Agent or such Lender for
such Interest Period, then the Administrative Agent shall forthwith give notice
thereof to the Borrower. Thereafter, until the Administrative Agent notifies the
Borrower that such circumstances no longer exist, the obligation of the Lenders
to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or
continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower
shall repay in full (or cause to be repaid in full) the then outstanding
principal amount of each such LIBOR Rate Loan together with accrued interest
thereon, on the last day of the then current Interest Period



                                       29
<PAGE>

applicable to such LIBOR Rate Loan or convert the then outstanding principal
amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of
such Interest Period.

        (b) Laws Affecting LIBOR Rate Availability. If, after the date hereof,
the introduction of, or any change in, any Applicable Law or any change in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any of the Lenders (or any of their respective Lending
Offices) with any request or directive (whether or not having the force of law)
of any such Governmental Authority, central bank or comparable agency, shall
make it unlawful or impossible for any of the Lenders (or any of their
respective Lending Offices) to honor its obligations hereunder to make or
maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to
the Administrative Agent and the Administrative Agent shall promptly give notice
to the Borrower and the other Lenders. Thereafter, until the Administrative
Agent notifies the Borrower that such circumstances no longer exist, (i) the
obligations of the Lenders to make LIBOR Rate Loans and the right of the
Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be
suspended and thereafter the Borrower may select only Base Rate Loans hereunder,
and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR
Rate Loan to the end of the then current Interest Period applicable thereto as a
LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted
to a Base Rate Loan for the remainder of such Interest Period.

        (c) Increased Costs. If, after the date hereof, the introduction of, or
any change in, any Applicable Law, or in the interpretation or administration
thereof by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any of the
Lenders (or any of their respective Lending Offices) with any request or
directive (whether or not having the force of law) of such Governmental
Authority, central bank or comparable agency:

                (i) shall (except as provided in Section 4.11(e)) subject any of
the Lenders (or any of their respective Lending Offices) to any tax, duty or
other charge with respect to any Note, Letter of Credit or Application or shall
change the basis of taxation of payments to any of the Lenders (or any of their
respective Lending Offices) of the principal of or interest on any Note, Letter
of Credit or Application or any other amounts due under this Agreement in
respect thereof (except for changes in the rate of franchise tax or tax on the
overall net income of any of the Lenders or any of their respective Lending
Offices imposed by the jurisdiction in which such Lender is organized or is or
should be qualified to do business or such Lending Office is located); provided
that the Borrower shall not be obligated to pay any amounts pursuant to this
Section 4.8(c)(i) to the extent that such amounts are duplicative of any amounts
paid by the Borrower pursuant to Section 4.11; or

                (ii) shall impose, modify or deem applicable any reserve
(including, without limitation, any reserve imposed by the Board of Governors of
the Federal Reserve System), special deposit, insurance or capital or similar
requirement against assets of, deposits with or for the account of, or credit
extended by any of the Lenders (or any of their respective Lending Offices) or
shall impose on any of the Lenders (or any of their respective Lending



                                       30
<PAGE>

Offices) or the foreign exchange and interbank markets any other condition
affecting any Note; and the result of any of the foregoing events described in
clause (i) or (ii) above is to increase the costs to any of the Lenders of
maintaining any LIBOR Rate Loan or issuing or participating in Letters of Credit
or to reduce the yield or amount of any sum received or receivable by any of the
Lenders under this Agreement or under the Notes in respect of a LIBOR Rate Loan
or Letter of Credit or Application, then such Lender shall promptly notify the
Administrative Agent, and the Administrative Agent shall promptly notify the
Borrower of such fact and demand compensation therefor and, within fifteen (15)
days after such notice by the Administrative Agent, the Borrower shall pay to
such Lender such additional amount or amounts as will compensate such Lender or
Lenders for such increased cost or reduction. The Administrative Agent will
promptly notify the Borrower of any event of which it has knowledge which will
entitle such Lender to compensation pursuant to this Section 4.8(c); provided,
that the Administrative Agent shall incur no liability whatsoever to the Lenders
or the Borrower in the event it fails to do so. The amount of such compensation
shall be determined, in the applicable Lender's sole discretion, based upon the
assumption that such Lender funded its Commitment Percentage of the LIBOR Rate
Loans in the London interbank market and using any reasonable attribution or
averaging methods which such Lender deems appropriate and practical. A
certificate of such Lender setting forth the basis for determining such amount
or amounts necessary to compensate such Lender shall be forwarded to the
Borrower through the Administrative Agent and shall be conclusively presumed to
be correct save for manifest error.

        SECTION 4.9 Indemnity. The Borrower hereby indemnifies each of the
Lenders against any loss or expense which may arise or be attributable to each
Lender's obtaining, liquidating or employing deposits or other funds acquired to
effect, fund or maintain any Loan (a) as a consequence of any failure by the
Borrower to make any payment when due of any amount due hereunder in connection
with a LIBOR Rate Loan, (b) due to any failure of the Borrower to borrow,
continue or convert on a date specified therefor in a Notice of Borrowing or
Notice of Conversion/Continuation or (c) due to any payment, prepayment or
conversion of any LIBOR Rate Loan on a date other than the last day of the
Interest Period therefor. The amount of such loss or expense shall be
determined, in the applicable Lender's sole discretion, based upon the
assumption that such Lender funded its Commitment Percentage of the LIBOR Rate
Loans in the London interbank market and using any reasonable attribution or
averaging methods which such Lender deems appropriate and practical. A
certificate of such Lender setting forth the basis for determining such amount
or amounts necessary to compensate such Lender shall be forwarded to the
Borrower through the Administrative Agent and shall be conclusively presumed to
be correct save for manifest error.

        SECTION 4.10 Capital Requirements. If either (a) the introduction of, or
any change in, or in the interpretation of, any Applicable Law or (b) compliance
with any guideline or request from any central bank or comparable agency or
other Governmental Authority (whether or not having the force of law), has or
would have the effect of reducing the rate of return on the capital of, or has
affected or would affect the amount of capital required to be maintained by, any
Lender or any corporation controlling such Lender as a consequence of, or with
reference to the Commitments and other commitments of this type,



                                       31
<PAGE>

below the rate which such Lender or such other corporation could have achieved
but for such introduction, change or compliance, then within five (5) Business
Days after written demand by any such Lender, the Borrower shall pay to such
Lender from time to time as specified by such Lender additional amounts
sufficient to compensate such Lender or other corporation for such reduction. A
certificate as to such amounts submitted to the Borrower and the Administrative
Agent by such Lender, shall, in the absence of manifest error, be presumed to be
correct and binding for all purposes.

        SECTION 4.11 Taxes.

        (a) Payments Free and Clear. Except as otherwise provided in Section
4.11(e), any and all payments by the Borrower hereunder or under the Notes or
the Letters of Credit shall be made free and clear of and without deduction for
any and all present or future taxes, levies, imposts, deductions, charges or
withholding, and all liabilities with respect thereto excluding, (i) in the case
of each Lender and the Administrative Agent, income and franchise taxes imposed
by the jurisdiction under the laws of which such Lender or the Administrative
Agent (as the case may be) is organized or is or should be qualified to do
business or any political subdivision thereof and (ii) in the case of each
Lender, income and franchise taxes imposed by the jurisdiction of such Lender's
Lending Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the Borrower shall be required by law to
deduct or withhold any Taxes from or in respect of any sum payable hereunder or
under any Note or in respect of any Letter of Credit to any Lender or the
Administrative Agent, (A) except as otherwise provided in Section 4.11(e), the
sum payable shall be increased as may be necessary so that after making all
required deductions or withholdings (including deductions or withholdings
applicable to additional sums payable under this Section 4.11) such Lender or
the Administrative Agent (as the case may be) receives an amount equal to the
amount such party would have received had no such deductions or withholdings
been made, (B) the Borrower shall make such deductions or withholdings, (C) the
Borrower shall pay the full amount deducted to the relevant taxing authority or
other authority in accordance with Applicable Law, and (D) the Borrower shall
deliver to the Administrative Agent and such Lender evidence of such payment to
the relevant taxing authority or other Governmental Authority in the manner
provided in Section 4.11(d).

        (b) Stamp and Other Taxes. In addition, the Borrower shall pay any
present or future stamp, registration, recordation or documentary taxes or any
other similar fees or charges or excise or property taxes, levies of the United
States or any state or political subdivision thereof or any applicable foreign
jurisdiction which arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement, the
Loans, the Letters of Credit, or the other Loan Documents, or the perfection of
any rights or security interest in respect thereof (hereinafter referred to as
"Other Taxes").

        (c) Indemnity. Except as otherwise provided in Section 4.11(e), the
Borrower shall indemnify each Lender and the Administrative Agent for the full
amount of Taxes and Other Taxes (including, without limitation, any Taxes and
Other Taxes imposed by any jurisdiction on amounts payable under this Section
4.11) paid by such Lender or the Administrative Agent



                                       32
<PAGE>

(as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
or Other Taxes were correctly or legally asserted. Such indemnification shall be
made within thirty (30) days from the date such Lender or the Administrative
Agent (as the case may be) makes written demand therefor.

        (d) Evidence of Payment. Within thirty (30) days after the date of any
payment of Taxes or Other Taxes, the Borrower shall furnish to the
Administrative Agent and the applicable Lender, at its address referred to in
Section 13.1, the original or a certified copy of a receipt evidencing payment
thereof or other evidence of payment satisfactory to the Administrative Agent.

        (e) Delivery of Tax Forms. To the extent required by Applicable Law to
reduce or eliminate withholding or payment of taxes, each Lender and the
Administrative Agent shall deliver to the Borrower, with a copy to the
Administrative Agent, on the Closing Date or concurrently with the delivery of
the relevant Assignment and Acceptance, as applicable, (i) two United States
Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable
(or successor forms) properly completed and certifying in each case that such
Lender is entitled to a complete exemption from withholding or deduction for or
on account of any United States federal income taxes, and (ii) an Internal
Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case
may be, to establish an exemption from United States backup withholding taxes.
Each such Lender further agrees to deliver to the Borrower, with a copy to the
Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or
successor applicable forms or manner of certification, as the case may be, on or
before the date that any such form expires or becomes obsolete or after the
occurrence of any event requiring a change in the most recent form previously
delivered by it to the Borrower, certifying in the case of a Form W-9, Form
W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive
payments under this Agreement without deduction or withholding of any United
States federal income taxes (unless in any such case an event (including without
limitation any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders such
forms inapplicable or the exemption to which such forms relate unavailable and
such Lender notifies the Borrower and the Administrative Agent that it is not
entitled to receive payments without deduction or withholding of United States
federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI,
establishing an exemption from United States backup withholding tax.
Notwithstanding anything in any Loan Document to the contrary, the Borrower
shall not be required to pay additional amounts to any Lender or the
Administrative Agent under Section 4.11 or Section 4.8(c), (i) if such Lender or
the Administrative Agent fails to comply with the requirements of this Section
4.11(e), other than to the extent that such failure is due to a change in law
occurring after the date on which such Lender or the Administrative Agent became
a party to this Agreement or (ii) that are the result of such Lender's or the
Administrative Agent's gross negligence or willful misconduct, as applicable.

        (f) Survival. Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the Borrower
contained in this



                                       33
<PAGE>

Section 4.11 shall survive the payment in full of the Obligations and the
termination of the Commitments.

        SECTION 4.12 Security. The Obligations of the Borrower shall be secured
as provided in the Security Documents.

        SECTION 4.13 Replacement of Lenders.

        (a) If any Lender requests compensation pursuant to Section 4.8 or
Section 4.10, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 4.11, then such Lender shall use reasonable efforts to designate a
different lending office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment
(A) would eliminate or reduce amounts payable pursuant to Section 4.8, Section
4.10 or Section 4.11, as the case may be, in the future and (B) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender.

        (b) If any Lender requests compensation pursuant to Section 4.8 or
Section 4.10, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 4.11, then the Borrower may, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 13.10), all of its interests, rights and obligations under this
Agreement to an Eligible Assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment); provided
that (A) the Borrower shall have received the prior written consent of the
Administrative Agent, which consent shall not unreasonably be withheld, (B) such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees, breakage costs
and all other amounts payable to it hereunder, from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and (C) in the case of any such assignment
resulting from a claim for compensation pursuant to Section 4.8 or Section 4.10,
such assignment will result in a reduction in such compensation or payments. A
Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.

        (c) To the extent that any Lender (a "Replaced Lender") is required to
assign all of its interests, rights and obligations under this Agreement to an
Eligible Assignee (a "Replacement Lender") pursuant to this Section 4.13, upon
the execution of all applicable assignment documents and the satisfaction of all
other conditions set forth herein, the Replacement Lender shall become a Lender
hereunder and the Replaced Lender shall cease to be a Lender hereunder, except
with respect to the indemnification provisions under this Agreement, which
provisions shall survive as to such Replaced Lender.



                                       34
<PAGE>

                                    ARTICLE V

                  CLOSING; CONDITIONS OF CLOSING AND BORROWING

        SECTION 5.1 Closing. The closing shall take place at the offices of
Kennedy, Covington, Lobdell & Hickman, L.L.P. at 10:00 a.m. on December __, 2002
or on such other place, date and time as the parties hereto shall mutually
agree.

        SECTION 5.2 Conditions to Closing and Initial Extensions of Credit. The
obligation of the Lenders to close this Agreement and to make the initial Loan
or issue or participate in the initial Letter of Credit, if any, is subject to
the satisfaction of each of the following conditions:

        (a) Executed Loan Documents. This Agreement, the Revolving Credit Notes,
the Security Documents, together with any other applicable Loan Documents, shall
have been duly authorized, executed and delivered to the Administrative Agent by
the parties thereto, shall be in full force and effect and no Default or Event
of Default shall exist thereunder, and the Borrower shall have delivered
original counterparts thereof to the Administrative Agent.

        (b) Closing Certificates; etc.

                (i) Officer's Certificate of the Borrower. The Administrative
Agent shall have received a certificate from a Responsible Officer, in form and
substance satisfactory to the Administrative Agent, to the effect that all
representations and warranties of the Borrower contained in this Agreement and
the other Loan Documents are true, correct and complete; that the Borrower is
not in violation of any of the covenants contained in this Agreement and the
other Loan Documents; that, after giving effect to the transactions contemplated
by this Agreement, no Default or Event of Default has occurred and is
continuing; and that the Borrower has satisfied each of the closing conditions.

                (ii) Certificate of Secretary of the Borrower and Subsidiaries.
The Administrative Agent shall have received a certificate of the secretary or
assistant secretary of the Borrower and each Subsidiary certifying as to the
incumbency and genuineness of the signature of each officer of the Borrower or
Subsidiary, as applicable, executing Loan Documents to which it is a party and
certifying that attached thereto is a true, correct and complete copy of (A) the
articles of incorporation of the Borrower or Subsidiary, as applicable, and all
amendments thereto, certified as of a recent date by the appropriate
Governmental Authority in its jurisdiction of incorporation, (B) the bylaws of
the Borrower or Subsidiary, as applicable, as in effect on the date of such
certifications, (C) resolutions duly adopted by the Board of Directors of the
Borrower or Subsidiary, as applicable, authorizing the borrowings contemplated
hereunder and the execution, delivery and performance of this Agreement and the
other Loan Documents to which it is a party, and (D) each certificate required
to be delivered pursuant to Section 5.2(b)(iii).

                (iii) Certificates of Good Standing. The Administrative Agent
shall have received certificates as of a recent date of the good standing of the
Borrower and



                                       35
<PAGE>

Subsidiaries under the laws of their respective jurisdictions of organization
and, to the extent requested by the Administrative Agent, each other
jurisdiction where the Borrower and each Subsidiary is qualified to do business
and a certificate of the relevant taxing authorities of such jurisdictions
certifying that such Person has filed required tax returns and owes no
delinquent taxes.

                (iv) Opinions of Counsel. The Administrative Agent shall have
received favorable opinions of counsel to the Borrower and Subsidiaries
addressed to the Administrative Agent and the Lenders with respect to the
Borrower, the Subsidiaries, the Loan Documents and such other matters as the
Lenders shall request.

                (v) Tax Forms. The Administrative Agent shall have received
copies of the United States Internal Revenue Service forms required by Section
4.11(e).

        (c) Collateral.

                (i) Filings and Recordings. All filings and recordations that
are necessary to perfect the security interests of the Lenders in the collateral
described in the Security Documents shall have been received by the
Administrative Agent and the Administrative Agent shall have received evidence
satisfactory to the Administrative Agent that upon such filings and recordations
such security interests constitute valid and perfected first priority Liens
therein.

                (ii) Pledged Collateral. The Administrative Agent shall have
received original stock certificates or other certificates evidencing the
capital stock or other ownership interests pledged pursuant to the Pledge
Agreement, together with an undated stock power for each such certificate duly
executed in blank by the registered owner thereof.

                (iii) Foreign Security Interests and Filings. Notwithstanding
the provisions of the foregoing subsections (c)(i) and (ii), with regard to any
Foreign Subsidiary whose stock is to be pledged hereunder, the Borrower may
evidence compliance with such subsections by providing a perfected first
priority security interest (or the equivalent thereof pursuant to the Applicable
Laws and practices of any relevant foreign jurisdiction) in the relevant indicia
of ownership of such Foreign Subsidiary; provided, however, that the Borrower
shall cause to be provided an opinion of counsel in form and substance
satisfactory to the Administrative Agent as to the perfection, validity and
binding nature of the security interests (or the equivalent thereof pursuant to
the Applicable Laws and practices of any relevant foreign jurisdiction) so
obtained.

                (iv) Lien Search. The Administrative Agent shall have received
the results of a Lien search (including a search as to judgments, pending
litigation and tax matters) made against the Borrower and Subsidiaries under the
Uniform Commercial Code (or applicable judicial docket) as in effect in any
state in which any of its assets are located, indicating among other things that
its assets are free and clear of any Lien except for Liens permitted hereunder.



                                       36
<PAGE>

                (v) Hazard and Liability Insurance. The Administrative Agent
shall have received certificates of insurance, evidence of payment of all
insurance premiums for the current policy year of each, and, if requested by the
Administrative Agent, copies (certified by a Responsible Officer) of insurance
policies otherwise in form and substance reasonably satisfactory to the
Administrative Agent.

        (d) Consents; Defaults.

                (i) Governmental and Third Party Approvals. The Borrower shall
have obtained all necessary approvals, authorizations and consents of any Person
and of all Governmental Authorities and courts having jurisdiction with respect
to the transactions contemplated by this Agreement and the other Loan Documents.

                (ii) No Injunction, Etc. No action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed
before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain
substantial damages in respect of, or which is related to or arises out of this
Agreement or the other Loan Documents or the consummation of the transactions
contemplated hereby or thereby, or which, in the Administrative Agent's sole
discretion, would make it inadvisable to consummate the transactions
contemplated by this Agreement and such other Loan Documents.

                (iii) No Event of Default. No Default or Event of Default shall
have occurred and be continuing.

        (e) Financial Matters.

                (i) Financial Statements. The Administrative Agent shall have
received the most recent audited Consolidated financial statements of the
Borrower and its Subsidiaries, all in form and substance satisfactory to the
Administrative Agent and prepared in accordance with GAAP.

                (ii) Financial Condition Certificate. The Borrower shall have
delivered to the Administrative Agent a certificate, in form and substance
satisfactory to the Administrative Agent, and certified as accurate by a
Responsible Officer, that (A) the Borrower and each of its Subsidiaries are each
Solvent, (B) the Borrower's payables are, in all material respects, current and
not past due, (C) attached thereto are calculations evidencing compliance on a
pro forma basis with the covenants contained in Article IX hereof, (D) the
financial projections previously delivered to the Administrative Agent represent
the good faith estimates (utilizing reasonable assumptions) of the financial
condition and operations of the Borrower and its Subsidiaries and (E) attached
thereto is a calculation of the Applicable Margin pursuant to Section 4.1(c).

                (iii) Payment at Closing; Fee Letters. The Borrower shall have
paid to the Administrative Agent and the Lenders the fees set forth or
referenced in Section 4.3 and any other accrued and unpaid fees or commissions
due hereunder (including, without limitation, legal fees and expenses) and to
any other Person such amount as may be due



                                       37
<PAGE>

thereto in connection with the transactions contemplated hereby, including all
taxes, fees and other charges in connection with the execution, delivery,
recording, filing and registration of any of the Loan Documents.

        (f) Miscellaneous.

                (i) Notice of Borrowing. The Administrative Agent shall have
received a Notice of Borrowing, as applicable, from the Borrower in accordance
with Section 2.2(a), and a Notice of Account Designation specifying the account
or accounts to which the proceeds of any Loans made after the Closing Date are
to be disbursed.

                (ii) Amendment and Restatement of FNF Credit Facility. The FNF
Credit Facility shall be amended and restated on terms and conditions
satisfactory to the Administrative Agent such that (A) it shall be unsecured and
all collateral security therefor be released, (B) the covenants and conditions
shall be no more restrictive than the covenants and conditions contained herein,
and (C) availability thereunder shall be limited to an aggregate amount not to
exceed $25,000,000 at any time prior to the Revolving Credit Termination Date.

                (iii) Subordination of FNF Credit Facility. Fidelity National
Financial, Inc. shall have entered into a subordination agreement with the
Administrative Agent, subordinating the FNF Credit Facility to the Credit
Facility on terms and conditions satisfactory to the Administrative Agent.

                (iv) Other Documents. All opinions, certificates and other
instruments and all proceedings in connection with the transactions contemplated
by this Agreement shall be satisfactory in form and substance to the
Administrative Agent. The Administrative Agent shall have received copies of all
other documents, certificates and instruments reasonably requested thereby, with
respect to the transactions contemplated by this Agreement.

        SECTION 5.3 Conditions to All Extensions of Credit. The obligations of
the Lenders to make any Extensions of Credit (including the initial Extension of
Credit), convert or continue any Loan and/or the Issuing Lender to issue or
extend any Letter of Credit are subject to the satisfaction of the following
conditions precedent on the relevant borrowing, continuation, conversion,
issuance or extension date:

                (a) Continuation of Representations and Warranties. The
representations and warranties contained in Article VI shall be true and correct
on and as of such borrowing, continuation, conversion, issuance or extension
date with the same effect as if made on and as of such date, except for any
representation and warranty made as of an earlier date, which representation and
warranty shall remain true and correct as of such earlier date.

                (b) No Existing Default. No Default or Event of Default shall
have occurred and be continuing (i) on the borrowing, continuation or conversion
date with respect to such Loan or after giving effect to the Loans to be made,
continued or converted on such



                                       38
<PAGE>

date or (ii) on the issuance or extension date with respect to such Letter of
Credit or after giving effect to the issuance or extension of such Letter of
Credit on such date.

                (c) Notices. The Administrative Agent shall have received a
Notice of Borrowing or Notice of Conversion/Continuation, as applicable, from
the Borrower in accordance with Section 2.2(a) or Section 4.2.

                                   ARTICLE VI

                 REPRESENTATIONS AND WARRANTIES OF THE BORROWER

        SECTION 6.1 Representations and Warranties. To induce the Administrative
Agent and Lenders to enter into this Agreement and to induce the Lenders to make
Extensions of Credit, the Borrower hereby represents and warrants to the
Administrative Agent and Lenders both before and after giving effect to the
transactions contemplated hereunder that:

        (a) Organization; Power; Qualification. Each of the Borrower and its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation or formation, has the power and
authority to own its properties and to carry on its business as now being and
hereafter proposed to be conducted and is duly qualified and authorized to do
business in each jurisdiction in which the character of its properties or the
nature of its business requires such qualification and authorization except
where the failure so to qualify or register and to be in good standing could not
reasonably be expected to result in a Material Adverse Effect. The jurisdictions
in which the Borrower and its Subsidiaries are organized and qualified to do
business as of the Closing Date are described on Schedule 6.1(a).

        (b) Ownership. Each Subsidiary of the Borrower as of the Closing Date is
listed on Schedule 6.1(b). As of the Closing Date, the capitalization of the
Borrower and its Subsidiaries consists of the number of shares, authorized,
issued and outstanding, of such classes and series, with or without par value,
described on Schedule 6.1(b). All outstanding shares have been duly authorized
and validly issued and are fully paid and nonassessable, with no personal
liability attaching to the ownership thereof, and not subject to any preemptive
or similar rights. The shareholders of the Subsidiaries of the Borrower and the
number of shares owned by each as of the Closing Date are described on Schedule
6.1(b). As of the Closing Date, there are no outstanding stock purchase
warrants, subscriptions, options, securities, instruments or other rights of any
type or nature whatsoever, which are convertible into, exchangeable for or
otherwise provide for or permit the issuance of capital stock of the Borrower or
its Subsidiaries, except as described on Schedule 6.1(b).

        (c) Authorization of Agreement, Loan Documents and Borrowing. Each of
the Borrower and its Subsidiaries has the right, power and authority and has
taken all necessary corporate and other action to authorize the execution,
delivery and performance of this Agreement and each of the other Loan Documents
to which it is a party in accordance with their respective terms. This Agreement
and each of the other Loan Documents have been duly



                                       39
<PAGE>

executed and delivered by the duly authorized officers of the Borrower and each
of its Subsidiaries party thereto, and each such document constitutes the legal,
valid and binding obligation of the Borrower or its Subsidiary party thereto,
enforceable in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar state
or federal debtor relief laws from time to time in effect which affect the
enforcement of creditors' rights in general and the availability of equitable
remedies.

        (d) Compliance of Agreement, Loan Documents and Borrowing with Laws,
Etc. The execution, delivery and performance by the Borrower and its
Subsidiaries of the Loan Documents to which each such Person is a party, in
accordance with their respective terms, the Extensions of Credit hereunder and
the transactions contemplated hereby do not and will not, by the passage of
time, the giving of notice or otherwise, (i) require any Governmental Approval
or violate any Applicable Law relating to the Borrower or any of its
Subsidiaries, (ii) conflict with, result in a breach of or constitute a default
under the articles of incorporation, bylaws or other organizational documents of
the Borrower or any of its Subsidiaries or any indenture, agreement or other
instrument to which such Person is a party or by which any of its properties may
be bound or any Governmental Approval relating to such Person, (iii) result in
or require the creation or imposition of any Lien upon or with respect to any
property now owned or hereafter acquired by such Person other than Liens arising
under the Loan Documents or (iv) require any consent or authorization of, filing
with, or other act in respect of, an arbitrator or Governmental Authority and no
consent of any other Person is required in connection with the execution,
delivery, performance, validity or enforceability of this Agreement.

        (e) Compliance with Law; Governmental Approvals. Each of the Borrower
and its Subsidiaries (i) has all Governmental Approvals required by any
Applicable Law for it to conduct its business, each of which is in full force
and effect, is final and not subject to review on appeal and is not the subject
of any pending or, to the best of its knowledge, threatened attack by direct or
collateral proceeding, (ii) is in compliance with each Governmental Approval
applicable to it and in compliance with all other Applicable Laws relating to it
or any of its respective properties and (iii) has timely filed all reports,
documents and other materials required to be filed by it under all Applicable
Laws with any Governmental Authority and has retained all records and documents
required to be retained by it under Applicable Law except where noncompliance
could not reasonably be expected, in the aggregate, to result in a Material
Adverse Effect.

        (f) Tax Returns and Payments. Each of the Borrower and its Subsidiaries
has duly filed or caused to be filed all federal, state, local and other tax
returns required by Applicable Law to be filed, and has paid, or made adequate
provision for the payment of, all federal, state, local and other taxes,
assessments and governmental charges or levies upon it and its property, income,
profits and assets which are due and payable, except to the extent such taxes,
if any, are being contested in good faith by appropriate proceedings. Such
returns accurately reflect in all material respects all liability for taxes of
the Borrower and its Subsidiaries for the periods covered thereby. There is no
ongoing audit or examination or, to the knowledge of the Borrower, other
investigation by any Governmental Authority of the tax



                                       40
<PAGE>

liability of the Borrower and its Subsidiaries. No Governmental Authority has
asserted any Lien or other claim against the Borrower or any Subsidiary thereof
with respect to unpaid taxes which has not been discharged or resolved. The
charges, accruals and reserves on the books of the Borrower and any of its
Subsidiaries in respect of federal, state, local and other taxes for all Fiscal
Years and portions thereof since the organization of the Borrower and any of its
Subsidiaries are in the judgment of the Borrower adequate, and the Borrower does
not anticipate any additional taxes or assessments for any of such years.

        (g) Intellectual Property Matters. Each of the Borrower and its
Subsidiaries owns or possesses rights to use all franchises, licenses,
copyrights, copyright applications, patents, patent rights or licenses, patent
applications, trademarks, trademark rights, service mark, service mark rights,
trade names, trade name rights, copyrights and rights with respect to the
foregoing which are required to conduct its business except where the absence
thereof could not reasonably be expected to have a Material Adverse Effect. No
event has occurred which permits, or after notice or lapse of time or both would
permit, the revocation or termination of any such rights, and neither the
Borrower nor any Subsidiary thereof is liable to any Person for infringement
under Applicable Law with respect to any such rights as a result of its business
operations.

        (h) Environmental Matters.

                (i) Except as to matters which could not, individually, or in
the aggregate, reasonably be expected to have a Material Adverse Effect, the
properties owned, leased or operated by the Borrower and its Subsidiaries now or
in the past do not contain, and to their knowledge have not previously
contained, any Hazardous Materials in amounts or concentrations which (A)
constitute or constituted a violation of applicable Environmental Laws or (B)
could give rise to liability under applicable Environmental Laws;

                (ii) Except as to matters which could not, individually, or in
the aggregate, reasonably be expected to have a Material Adverse Effect, the
Borrower, each Subsidiary and such properties and all operations conducted in
connection therewith are in compliance, and have been in compliance, with all
applicable Environmental Laws, and there is no contamination at, under or about
such properties or such operations which could interfere with the continued
operation of such properties or impair the fair saleable value thereof;

                (iii) Neither the Borrower nor any Subsidiary thereof has
received any notice of violation, alleged violation, non-compliance, liability
or potential liability regarding environmental matters, Hazardous Materials, or
compliance with Environmental Laws, nor does the Borrower or any Subsidiary
thereof have knowledge or reason to believe that any such notice will be
received or is being threatened;

                (iv) Hazardous Materials have not been transported or disposed
of to or from the properties owned, leased or operated by the Borrower and its
Subsidiaries in violation of, or in a manner or to a location which could give
rise to liability under, Environmental Laws, nor have any Hazardous Materials
been generated, treated, stored or



                                       41
<PAGE>

disposed of at, on or under any of such properties in violation of, or in a
manner that could give rise to liability under, any applicable Environmental
Laws;

                (v) No judicial proceedings or governmental or administrative
action is pending, or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Borrower or any Subsidiary thereof is or will be
named as a potentially responsible party with respect to such properties or
operations conducted in connection therewith, 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 Borrower, any Subsidiary or such properties or
such operations; and

                (vi) There has been no release, or to the best of the Borrower's
knowledge, threat of release, of Hazardous Materials at or from properties
owned, leased or operated by the Borrower or any Subsidiary, now or in the past,
in violation of or in amounts or in a manner that could give rise to liability
under Environmental Laws.

        (i) ERISA.

                (i) As of the Closing Date, neither the Borrower nor any ERISA
Affiliate maintains or contributes to, or has any obligation under, any Employee
Benefit Plans other than those identified on Schedule 6.1(i);

                (ii) The Borrower and each ERISA Affiliate is in material
compliance with all applicable provisions of ERISA and the regulations and
published interpretations thereunder with respect to all Employee Benefit Plans
except for any required amendments for which the remedial amendment period as
defined in Section 401(b) of the Code has not yet expired and except where a
failure to so comply could not reasonably be expected to have a Material Adverse
Effect. Each Employee Benefit Plan that is intended to be qualified under
Section 401(a) of the Code has been determined by the Internal Revenue Service
to be so qualified, and each trust related to such plan has been determined to
be exempt under Section 501(a) of the Code except for such plans that have not
yet received determination letters but for which the remedial amendment period
for submitting a determination letter has not yet expired. No liability has been
incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for
any taxes or penalties with respect to any Employee Benefit Plan or any
Multiemployer Plan except for a liability that could not reasonably be expected
to have a Material Adverse Effect;

                (iii) As of the Closing Date, no Pension Plan has been
terminated, nor has any accumulated funding deficiency (as defined in Section
412 of the Code) been incurred (without regard to any waiver granted under
Section 412 of the Code), nor has any funding waiver from the Internal Revenue
Service been received or requested with respect to any Pension Plan, nor has the
Borrower or any ERISA Affiliate failed to make any contributions or to pay any
amounts due and owing as required by Section 412 of the Code, Section 302 of
ERISA or the terms of any Pension Plan prior to the due dates of such
contributions under Section 412 of the Code or Section 302 of ERISA, nor has
there been any



                                       42
<PAGE>

event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA
with respect to any Pension Plan;

                (iv) Except where the failure of any of the following
representations to be correct in all material respects could not reasonably be
expected to have a Material Adverse Effect, neither the Borrower nor any ERISA
Affiliate has: (A) engaged in a nonexempt prohibited transaction described in
Section 406 of the ERISA or Section 4975 of the Code, (B) incurred any liability
to the PBGC which remains outstanding other than the payment of premiums and
there are no premium payments which are due and unpaid, (C) failed to make a
required contribution or payment to a Multiemployer Plan, or (D) failed to make
a required installment or other required payment under Section 412 of the Code;

                (v) No Termination Event has occurred or is reasonably expected
to occur; and

                (vi) Except where the failure of any of the following
representations to be correct in all material respects could not reasonably be
expected to have a Material Adverse Effect, no proceeding, claim (other than a
benefits claim in the ordinary course of business), lawsuit and/or investigation
is existing or, to the best knowledge of the Borrower after due inquiry,
threatened concerning or involving any (A) employee welfare benefit plan (as
defined in Section 3(1) of ERISA) currently maintained or contributed to by the
Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

        (j) Margin Stock. Neither the Borrower nor any Subsidiary thereof is
engaged principally or as one of its activities in the business of extending
credit for the purpose of "purchasing" or "carrying" any "margin stock" (as each
such term is defined or used, directly or indirectly, in Regulation U of the
Board of Governors of the Federal Reserve System). No part of the proceeds of
any of the Loans or Letters of Credit will be used for purchasing or carrying
margin stock or for any purpose which violates, or which would be inconsistent
with, the provisions of Regulation T, U or X of such Board of Governors.

        (k) Government Regulation. Neither the Borrower nor any Subsidiary
thereof is an "investment company" or a company "controlled" by an "investment
company" (as each such term is defined or used in the Investment Company Act of
1940, as amended) and neither the Borrower nor any Subsidiary thereof is, or
after giving effect to any Extension of Credit will be, subject to regulation
under the Public Utility Holding Company Act of 1935 or the Interstate Commerce
Act, each as amended, or any other Applicable Law which limits its ability to
incur or consummate the transactions contemplated hereby.

        (l) Material Contracts. Schedule 6.1(l) sets forth a complete and
accurate list of all Material Contracts of the Borrower and its Subsidiaries in
effect as of the Closing Date not listed on any other Schedule hereto; other
than as set forth in Schedule 6.1(l), each such Material Contract is, and after
giving effect to the consummation of the transactions contemplated by the Loan
Documents will be, in full force and effect in accordance with the terms
thereof. The Borrower and its Subsidiaries have delivered to the Administrative
Agent a true and complete copy of each Material Contract required to be listed
on Schedule 6.1(l) or



                                       43
<PAGE>

any other Schedule hereto. Neither the Borrower nor any Subsidiary (nor, to the
knowledge of the Borrower, any other party thereto) is in breach of or in
default under any Material Contract in any material respect.

        (m) Employee Relations. Each of the Borrower and its Subsidiaries has a
stable work force in place and is not, as of the Closing Date, party to any
collective bargaining agreement nor has any labor union been recognized as the
representative of its employees except as set forth on Schedule 6.1(m). The
Borrower knows of no pending, threatened or contemplated strikes, work stoppage
or other collective labor disputes involving its employees or those of its
Subsidiaries.

        (n) Burdensome Provisions. Neither the Borrower nor any Subsidiary
thereof is a party to any indenture, agreement, lease or other instrument, or
subject to any corporate or partnership restriction, Governmental Approval or
Applicable Law which is so unusual or burdensome as in the foreseeable future
could be reasonably expected to have a Material Adverse Effect. The Borrower and
its Subsidiaries do not presently anticipate that future expenditures needed to
meet the provisions of any statutes, orders, rules or regulations of a
Governmental Authority will be so burdensome as to have a Material Adverse
Effect. No Subsidiary is party to any agreement or instrument or otherwise
subject to any restriction or encumbrance that restricts or limits its ability
to make dividend payments or other distributions in respect of its capital stock
to the Borrower or any Subsidiary or to transfer any of its assets or properties
to the Borrower or any other Subsidiary in each case other than existing under
or by reason of the Loan Documents or Applicable Law.

        (o) Financial Statements. The (i) audited Consolidated balance sheet of
the Borrower and its Subsidiaries as of December 31, 2001 and the related
audited statements of income and retained earnings and cash flows for the Fiscal
Year then ended and (ii) unaudited Consolidated balance sheet of the Borrower
and its Subsidiaries as of September 30, 2002 and related unaudited interim
statements of income and retained earnings and cash flows, copies of which have
been furnished to the Administrative Agent and each Lender, are complete and
correct and fairly present on a Consolidated basis the assets, liabilities and
financial position of the Borrower and its Subsidiaries as at such dates, and
the results of the operations and changes of financial position for the periods
then ended (other than customary year-end adjustments for unaudited financial
statements). All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP. The Borrower and its
Subsidiaries have no Debt, obligation or other unusual forward or long-term
commitment which is not fairly reflected in the foregoing financial statements
or in the notes thereto.

        (p) No Material Adverse Change. Since December 31, 2001, there has been
no material adverse change in the properties, business, operations, prospects,
or condition (financial or otherwise) of the Borrower and its Subsidiaries and
no event has occurred or condition arisen that could reasonably be expected to
have a Material Adverse Effect.

        (q) Solvency. As of the Closing Date and after giving effect to each
Extension of Credit made hereunder, the Borrower and each of its Subsidiaries
will be Solvent.



                                       44
<PAGE>

        (r) Titles to Properties. Each of the Borrower and its Subsidiaries has
such title to the real property owned or leased by it as is necessary or
desirable to the conduct of its business and valid and legal title to all of its
personal property and assets, including, but not limited to, those reflected on
the balance sheets of the Borrower and its Subsidiaries delivered pursuant to
Section 6.1(o), except those in each case and in the aggregate which are
immaterial or those which have been disposed of by the Borrower or its
Subsidiaries subsequent to such date which dispositions have been in the
ordinary course of business or as otherwise expressly permitted hereunder.

        (s) Liens. None of the properties and assets of the Borrower or any
Subsidiary thereof is subject to any Lien, except Liens permitted pursuant to
Section 10.2. No financing statement under the Uniform Commercial Code of any
state which names the Borrower or any Subsidiary thereof or any of their
respective trade names or divisions as debtor and which has not been terminated,
has been filed in any state or other jurisdiction and neither the Borrower nor
any Subsidiary thereof has signed any such financing statement or any security
agreement authorizing any secured party thereunder to file any such financing
statement, except to perfect those Liens permitted by Section 10.2 hereof.

        (t) Debt and Guaranty Obligations. Schedule 6.1(t) is a complete and
correct listing of all Debt and Guaranty Obligations of the Borrower and its
Subsidiaries as of the Closing Date in excess of $1,000,000. The Borrower and
its Subsidiaries have performed and are in compliance with all of the terms of
such Debt and Guaranty Obligations and all instruments and agreements relating
thereto, and no default or event of default, or event or condition which with
notice or lapse of time or both would constitute such a default or event of
default on the part of the Borrower or any of its Subsidiaries exists with
respect to any such Debt or Guaranty Obligation.

        (u) Litigation. Except for matters existing on the Closing Date and set
forth on Schedule 6.1(u), there are no actions, suits or proceedings pending
nor, to the knowledge of the Borrower, threatened against or in any other way
relating adversely to or affecting the Borrower or any Subsidiary thereof or any
of their respective properties in any court or before any arbitrator of any kind
or before or by any Governmental Authority which could, either individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.

        (v) Absence of Defaults. No event has occurred or is continuing which
constitutes a Default or an Event of Default, or which constitutes, or which
with the passage of time or giving of notice or both would constitute, a default
or event of default by the Borrower or any Subsidiary thereof under any Material
Contract or judgment, decree or order to which the Borrower or its Subsidiaries
is a party or by which the Borrower or its Subsidiaries or any of their
respective properties may be bound or which would require the Borrower or its
Subsidiaries to make any payment thereunder prior to the scheduled maturity date
therefor.

        (w) Senior Debt Status. The Obligations of the Borrower and each of its
Subsidiaries under this Agreement and each of the other Loan Documents ranks and
shall continue to rank at all times at least senior in priority of payment to
all Subordinated Debt and



                                       45
<PAGE>

all senior unsecured Debt of each such Person and is designated as "Senior
Indebtedness" under all instruments and documents, now or in the future,
relating to all Subordinated Debt and all senior unsecured Debt of such Person.

        (x) Accuracy and Completeness of Information. All written information,
reports and other papers and data produced by or on behalf of the Borrower or
any Subsidiary thereof (other than financial projections, which shall be subject
to the standard set forth in Section 7.1(c)) and furnished to the Lenders were,
at the time the same were so furnished, complete and correct in all respects to
the extent necessary to give the recipient a true and accurate knowledge of the
subject matter. No document furnished or written statement made to the
Administrative Agent or the Lenders by the Borrower or any Subsidiary thereof in
connection with the negotiation, preparation or execution of this Agreement or
any of the Loan Documents contains or will contain any untrue statement of a
fact material to the creditworthiness of the Borrower or its Subsidiaries or
omits or will omit to state a fact necessary in order to make the statements
contained therein not misleading. The Borrower is not aware of any facts which
it has not disclosed in writing to the Administrative Agent having a Material
Adverse Effect, or insofar as the Borrower can now foresee, which could
reasonably be expected to have a Material Adverse Effect.

        SECTION 6.2 Survival of Representations and Warranties, Etc. All
representations and warranties set forth in this Article VI and all
representations and warranties contained in any certificate, or any of the Loan
Documents (including, but not limited to, any such representation or warranty
made in or in connection with any amendment thereto) shall constitute
representations and warranties made under this Agreement. All representations
and warranties made under this Agreement shall be made or deemed to be made at
and as of the Closing Date (except those that are expressly made as of a
specific date), shall survive the Closing Date and shall not be waived by the
execution and delivery of this Agreement, any investigation made by or on behalf
of the Lenders or any borrowing hereunder.

                                   ARTICLE VII

                        FINANCIAL INFORMATION AND NOTICES

        Until all the Obligations have been paid and satisfied in full and the
Commitments terminated, unless consent has been obtained in the manner set forth
in Section 13.11, the Borrower will furnish or cause to be furnished to the
Administrative Agent at the Administrative Agent's Office at the address set
forth in Section 13.1 and to the Lenders at their respective addresses as set
forth on Schedule 1.1, or such other office as may be designated by the
Administrative Agent and Lenders from time to time:

        SECTION 7.1 Financial Statements and Projections.

        (a) Quarterly Financial Statements. As soon as practicable and in any
event within fifty (50) days after the end of each fiscal quarter of each Fiscal
Year or, if such date is



                                       46
<PAGE>

earlier, within five (5) days after the date of any required public filing
thereof, an unaudited Consolidated and consolidating balance sheet of the
Borrower and its Subsidiaries as of the close of such fiscal quarter and
unaudited Consolidated and consolidating statements of income, retained earnings
and cash flows for the fiscal quarter then ended and that portion of the Fiscal
Year then ended, including the notes thereto, all in reasonable detail setting
forth in comparative form the corresponding figures as of the end of and for the
corresponding period in the preceding Fiscal Year and prepared by the Borrower
in accordance with GAAP and, if applicable, containing disclosure of the effect
on the financial position or results of operations of any change in the
application of accounting principles and practices during the period, and
certified by the chief financial officer of the Borrower to present fairly in
all material respects the financial condition of the Borrower and its
Subsidiaries on a Consolidated and consolidating basis as of their respective
dates and the results of operations of the Borrower and its Subsidiaries for the
respective periods then ended, subject to normal year end adjustments.

        (b) Annual Financial Statements. As soon as practicable and in any event
within ninety (90) days after the end of each Fiscal Year, or, if such date is
earlier, the date of any required public filing thereof, an audited Consolidated
balance sheet of the Borrower and its Subsidiaries as of the close of such
Fiscal Year and audited Consolidated statements of income, retained earnings and
cash flows for the Fiscal Year then ended, including the notes thereto, all in
reasonable detail setting forth in comparative form the corresponding figures as
of the end of and for the preceding Fiscal Year and prepared by an independent
certified public accounting firm acceptable to the Administrative Agent in
accordance with GAAP and, if applicable, containing disclosure of the effect on
the financial position or results of operations of any change in the application
of accounting principles and practices during the year, and accompanied by a
report thereon by such certified public accountants that is not qualified with
respect to scope limitations imposed by the Borrower or any of its Subsidiaries
or with respect to accounting principles followed by the Borrower or any of its
Subsidiaries not in accordance with GAAP.

        (c) Annual Business Plan and Financial Projections. As soon as
practicable and in any event no later than the first Business Day of each Fiscal
Year, a business plan of the Borrower and its Subsidiaries for the ensuing eight
(8) fiscal quarters, such plan to be prepared in accordance with GAAP and to
include, on a quarterly basis, the following: a quarterly operating and capital
budget, a projected income statement, statement of cash flows and balance sheet
and a report containing management's discussion and analysis of such
projections, accompanied by a certificate from the chief financial officer of
the Borrower to the effect that, to the best of such officer's knowledge, such
projections are good faith estimates (utilizing reasonable assumptions) of the
financial condition and operations of the Borrower and its Subsidiaries for such
eight (8) fiscal quarter period.

        SECTION 7.2 Officer's Compliance Certificate. At each time financial
statements are delivered pursuant to Sections 7.1 (a) or (b) and at such other
times as the Administrative Agent shall reasonably request, a certificate of the
chief financial officer or the treasurer of the Borrower in the form of Exhibit
F attached hereto (an "Officer's Compliance Certificate").



                                       47
<PAGE>

        SECTION 7.3 Annual Accountants' Certificate. At each time financial
statements are delivered pursuant to Section 7.1(b), a certificate of the
independent public accountants certifying such financial statements addressed to
the Administrative Agent for the benefit of the Lenders:

        (a) stating that in making the examination necessary for the
certification of such financial statements, they obtained no knowledge of any
Default or Event of Default or, if such is not the case, specifying such Default
or Event of Default and its nature and period of existence; and

        (b) including the calculations prepared by such accountants required to
establish whether or not the Borrower and its Subsidiaries are in compliance
with the financial covenants set forth in Article IX hereof as at the end of
each respective period.

        SECTION 7.4 Other Reports.

        (a) Promptly upon receipt thereof, copies of all reports, if any,
submitted to the Borrower or its Board of Directors by its independent public
accountants in connection with their auditing function, including, without
limitation, any management report and any management responses thereto; and

        (b) Such other information regarding the operations, business affairs
and financial condition of the Borrower or any of its Subsidiaries as the
Administrative Agent or any Lender may reasonably request.

        SECTION 7.5 Notice of Litigation and Other Matters. Prompt (but in no
event later than ten (10) days after an officer of the Borrower obtains
knowledge thereof) telephonic and written notice of:

        (a) the commencement of all proceedings and investigations by or before
any Governmental Authority and all actions and proceedings in any court or
before any arbitrator against or involving the Borrower or any Subsidiary
thereof or any of their respective properties, assets or businesses which in any
such case could reasonably be expected to result in a Material Adverse Effect;

        (b) any notice of any violation received by the Borrower or any
Subsidiary thereof from any Governmental Authority including, without
limitation, any notice of violation of Environmental Laws which in any such case
could reasonably be expected to have a Material Adverse Effect;

        (c) any labor controversy that has resulted in, or threatens to result
in, a strike or other work action against the Borrower or any Subsidiary thereof
which, in any case, could reasonably be expected to have a Material Adverse
Effect;



                                       48
<PAGE>

        (d) any attachment, judgment, lien, levy or order exceeding $5,000,000
that may be assessed against or threatened against the Borrower or any
Subsidiary thereof;

        (e) (i) any Default or Event of Default, (ii) the occurrence or
existence of any event or circumstance that foreseeably will become a Default or
Event of Default or (iii) any event which constitutes or which with the passage
of time or giving of notice or both would constitute a default or event of
default under any Material Contract to which the Borrower or any of its
Subsidiaries is a party or by which the Borrower or any Subsidiary thereof or
any of their respective properties may be bound;

        (f) (i) any unfavorable determination letter from the Internal Revenue
Service regarding the qualification of an Employee Benefit Plan under Section
401(a) of the Code (along with a copy thereof), (ii) all notices received by the
Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension
Plan or to have a trustee appointed to administer any Pension Plan, (iii) all
notices received by the Borrower or any ERISA Affiliate from a Multiemployer
Plan sponsor concerning the imposition or amount of withdrawal liability
pursuant to Section 4202 of ERISA and (iv) the Borrower obtaining knowledge or
reason to know that the Borrower or any ERISA Affiliate has filed or intends to
file a notice of intent to terminate any Pension Plan under a distress
termination within the meaning of Section 4041(c) of ERISA; and

        (g) any event which makes any of the representations set forth in
Section 6.1 inaccurate in any respect.

        SECTION 7.6 Accuracy of Information. All written information, reports,
statements and other papers and data furnished by or on behalf of the Borrower
to the Administrative Agent or any Lender whether pursuant to this Article VII
or any other provision of this Agreement, or any of the Security Documents,
shall, at the time the same is so furnished, comply with the representations and
warranties set forth in Section 6.1(x).

                                  ARTICLE VIII

                              AFFIRMATIVE COVENANTS

        Until all of the Obligations have been paid and satisfied in full and
the Commitments terminated, unless consent has been obtained in the manner
provided for in Section 13.11, the Borrower will, and will cause each of its
Subsidiaries to:

        SECTION 8.1 Preservation of Corporate Existence and Related Matters.
Except as permitted by Section 10.4, preserve and maintain its separate
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 and authorized to do business in each jurisdiction in which
the failure to so qualify could reasonably be expected to have a Material
Adverse Effect.



                                       49
<PAGE>

        SECTION 8.2 Maintenance of Property. In addition to the requirements of
any of the Security Documents, protect and preserve all properties useful in and
material to its business, including copyrights, patents, trade names, service
marks and trademarks; maintain in good working order and condition all
buildings, equipment and other tangible real and personal property; and from
time to time make or cause to be made all renewals, replacements and additions
to such property necessary for the conduct of its business, so that the business
carried on in connection therewith may be conducted in a commercially reasonable
matter.

        SECTION 8.3 Insurance. Maintain insurance with financially sound and
reputable insurance companies against such risks and in such amounts as are
customarily maintained by similar businesses (including hazard and business
interruption coverage) and as may be required by Applicable Law, and on the
Closing Date and from time to time thereafter deliver to the Administrative
Agent upon its request a detailed list of the insurance then in effect, stating
the names of the insurance companies, the amounts and rates of the insurance,
the dates of the expiration thereof and the properties and risks covered
thereby.

        SECTION 8.4 Accounting Methods and Financial Records. Maintain a system
of accounting, and keep such books, records and accounts (which shall be true
and complete in all material respects) as may be required or as may be necessary
to permit the preparation of financial statements in accordance with GAAP and in
compliance with the regulations of any Governmental Authority having
jurisdiction over it or any of its properties.

        SECTION 8.5 Payment and Performance of Obligations. Pay and perform all
Obligations under this Agreement and the other Loan Documents, and pay or
perform (a) all taxes, assessments and other governmental charges that may be
levied or assessed upon it or any of its property, and (b) all other
indebtedness, obligations and liabilities in accordance with customary trade
practices; provided, that the Borrower or such Subsidiary may contest any item
described in clauses (a) or (b) of this Section 8.5 in good faith so long as
adequate reserves are maintained with respect thereto in accordance with GAAP.

        SECTION 8.6 Compliance With Laws and Approvals. Observe and remain in
compliance in all material respects with all Applicable Laws and maintain in
full force and effect all Governmental Approvals, in each case applicable to the
conduct of its business.

        SECTION 8.7 Environmental Laws. In addition to and without limiting the
generality of Section 8.6, (a) comply with, and ensure such compliance by all
tenants and subtenants with all applicable Environmental Laws and obtain and
comply with and maintain, and ensure that all tenants and subtenants, if any,
obtain and comply with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws, (b) conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws, and promptly comply with all lawful orders and directives of
any Governmental Authority regarding Environmental Laws, and (c) defend,
indemnify and hold harmless the Administrative Agent and the Lenders, and their
respective parents, Subsidiaries, Affiliates, employees, agents, officers and
directors, from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known



                                       50
<PAGE>

or unknown, contingent or otherwise, arising out of, or in any way relating to
the presence of Hazardous Materials, or the violation of, noncompliance with or
liability under any Environmental Laws applicable to the operations of the
Borrower or any such Subsidiary, 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 directly result from the gross negligence or willful
misconduct of the party seeking indemnification therefor.

        SECTION 8.8 Compliance with ERISA. In addition to and without limiting
the generality of Section 8.6, (a) except where the failure to so comply could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, (i) comply with all material applicable provisions of ERISA and
the regulations and published interpretations thereunder with respect to all
Employee Benefit Plans, (ii) not take any action or fail to take action the
result of which could be a liability to the PBGC or to a Multiemployer Plan,
(iii) not participate in any prohibited transaction that could result in any
civil penalty under ERISA or tax under the Code and (iv) operate each Employee
Benefit Plan in such a manner that will not incur any tax liability under
Section 4980B of the Code or any liability to any qualified beneficiary as
defined in Section 4980B of the Code and (b) furnish to the Administrative Agent
upon the Administrative Agent's request such additional information about any
Employee Benefit Plan as may be reasonably requested by the Administrative
Agent.

        SECTION 8.9 Compliance With Agreements. Comply in all material respects
with each term, condition and provision of all leases, agreements and other
instruments entered into in the conduct of its business including, without
limitation, any Material Contract; provided, that the Borrower or any such
Subsidiary may contest any such lease, agreement or other instrument in good
faith through applicable proceedings so long as adequate reserves are maintained
in accordance with GAAP.

        SECTION 8.10 Visits and Inspections. Permit representatives of the
Administrative Agent or any Lender, from time to time, to visit and inspect its
properties; inspect, audit and make extracts from its books, records and files,
including, but not limited to, management letters prepared by independent
accountants; and discuss with its principal officers, and its independent
accountants, its business, assets, liabilities, financial condition, results of
operations and business prospects. Unless a Default or Event of Default has
occurred and is continuing, the representatives of the Administrative Agent or
any Lender will provide the Borrower with advance notice of such visits and
inspections, and will visit and inspect during the Borrower's normal business
hours.

        SECTION 8.11 Additional Subsidiaries. Within ten (10) days after (i) any
Subsidiary of the Borrower, which is created or acquired after the Closing Date,
engages in any business operations or owns assets with a fair market value in
excess of $1,000,000, or (ii) Hansen and/or RealEC become wholly-owned
Subsidiaries of the Borrower, cause to be executed and delivered to the
Administrative Agent (a) a duly executed joinder agreement (pursuant to which
such Subsidiary or RealEC shall become party to the Guaranty Agreement, the
Pledge Agreement, and any other Security Document, as applicable), (b) such




                                       51
<PAGE>

other instruments and documents and other items of the type required to be
delivered pursuant to Section 5.2(c), all in form and substance reasonably
satisfactory to the Administrative Agent, as may be required by the
Administrative Agent to obtain a first priority perfected security interest in
the Collateral, (c) such closing documents and closing certificates of the type
required to be delivered pursuant to Section 5.2(b), in each case as may
reasonably be requested by the Administrative Agent, and (d) such other
documents and certificates as may be requested by the Administrative Agent;
provided that if such Subsidiary is a direct Foreign Subsidiary of the Borrower,
the Borrower shall pledge to the Administrative Agent no more than sixty-five
percent (65%) (or such greater percentage which would not result in material
adverse tax consequences to the Borrower) of the Capital Stock of such
Subsidiary and (e) favorable legal opinions addressed to the Administrative
Agent and Lenders in form and substance satisfactory thereto with respect to
such joinder agreement and such other documents and closing certificates as may
be requested by the Administrative Agent (and the Guaranty Agreement, the Pledge
Agreement and any other applicable Security Documents to which such Subsidiary
shall become party thereto in connection therewith).

        SECTION 8.12 Use of Proceeds. The Borrower shall use the proceeds of the
Extensions of Credit (a) to finance the acquisition of Capital Assets, (b) to
finance Permitted Acquisitions, and (c) for working capital and general
corporate requirements of the Borrower and its Subsidiaries, including the
payment of certain fees and expenses incurred in connection with the
transactions.

        SECTION 8.13 Further Assurances. Make, execute and deliver all such
additional and further acts, things, deeds and instruments as the Administrative
Agent or the Required Lenders (through the Administrative Agent) may reasonably
require to document and consummate the transactions contemplated hereby and to
vest completely in and insure the Administrative Agent and the Lenders their
respective rights under this Agreement, the Notes, the Letters of Credit and the
other Loan Documents.

                                   ARTICLE IX

                               FINANCIAL COVENANTS

        Until all of the Obligations have been paid and satisfied in full and
the Commitments terminated, unless consent has been obtained in the manner set
forth in Section 13.11, the Borrower and its Subsidiaries on a Consolidated
basis will not:

        SECTION 9.1 Leverage Ratio: As of any fiscal quarter end, permit the
ratio of (a) Total Debt (excluding Debt incurred by the Borrower in connection
with the exercise of the Hansen Option) on such date to (b) EBITDA for the
period of four (4) consecutive fiscal quarters ending on or immediately prior to
such date to be greater than 1.50 to 1.0.

        SECTION 9.2 Fixed Charge Coverage Ratio: As of any fiscal quarter end,
permit the ratio of (a) EBITDA for the period of four (4) consecutive fiscal
quarters ending on or immediately prior to such date less Capital Expenditures
to (b) Fixed Charges for the



                                       52
<PAGE>

period of four (4) consecutive fiscal quarters ending on or immediately prior to
such date to be less than 1.35 to 1.0.

        SECTION 9.3 Minimum Net Worth: As of any fiscal quarter end, permit
cumulative Net Worth for the fiscal quarter ending on or immediately prior to
such date to be less than the sum of (a) $290,000,000 plus (b) fifty percent
(50%) of Net Income (to the extent positive) for each fiscal quarter end
occurring after September 30, 2002.

        SECTION 9.4 Minimum EBITDA: As of any fiscal quarter end, permit EBITDA
for the period of four (4) consecutive fiscal quarters ending on or immediately
prior to such date to be less than $60,000,000.

                                    ARTICLE X

                               NEGATIVE COVENANTS

        Until all of the Obligations have been paid and satisfied in full and
the Commitments terminated, unless consent has been obtained in the manner set
forth in Section 13.11, the Borrower has not and will not permit any of its
Subsidiaries to:

        SECTION 10.1 Limitations on Debt. Create, incur, assume or suffer to
exist any Debt except:

        (a) the Obligations (excluding Hedging Obligations permitted pursuant to
Section 10.1(b));

        (b) Debt incurred in connection with a Hedging Agreement with a
counterparty and upon terms and conditions (including interest rate) reasonably
satisfactory to the Administrative Agent provided, that any counterparty that is
a Lender shall be deemed satisfactory to the Administrative Agent.

        (c) Debt existing on the Closing Date and not otherwise permitted under
this Section 10.1, as set forth on Schedule 6.1(t), and the renewal,
refinancing, extension and replacement (but not the increase in the aggregate
principal amount) thereof;

        (d) Debt of the Borrower and its Subsidiaries incurred in connection
with Capitalized Leases in an aggregate amount not to exceed $15,000,000 on any
date of determination;

        (e) purchase money Debt of the Borrower and its Subsidiaries in an
aggregate amount not to exceed $5,000,000 on any date of determination;

        (f) Debt incurred following the Closing Date and not otherwise permitted
under this Section 10.1 in an aggregate amount not to exceed $25,000,000 on any
date of determination (including, without limitation, the FNF Credit Facility);
provided, however,



                                       53
<PAGE>

that this basket shall be deemed fully utilized as long as the FNF Credit
Facility is in existence;

        (g) Debt arising from intercompany loans from the Borrower to any
Subsidiary or from any Subsidiary to the Borrower;

        (h) Debt of a Person that becomes a Subsidiary of the Borrower after the
Closing Date in connection with a Permitted Acquisition which Debt previously
existed and was not incurred in contemplation thereof, the aggregate amount of
all such Debt not to exceed $3,000,000 during the term of the Credit Facility;
provided, that all Debt incurred pursuant to this Section 10.1(h) in connection
with a Permitted Acquisition shall be counted against both the basket provided
hereunder and the basket set forth in Section 10.1(e);

        (i) Guaranty Obligations in favor of the Administrative Agent for the
benefit of the Administrative Agent and the Lenders; and

        (j) Guaranty Obligations with respect to Debt permitted pursuant to
subsections (a) through (e) of this Section 10.1;

provided, that no agreement or instrument with respect to Debt permitted to be
incurred by this Section shall restrict, limit or otherwise encumber (by
covenant or otherwise) the ability of any Subsidiary of the Borrower to make any
payment to the Borrower or any of its Subsidiaries (in the form of dividends,
intercompany advances or otherwise) for the purpose of enabling the Borrower to
pay the Obligations.

        SECTION 10.2 Limitations on Liens. Create, incur, assume or suffer to
exist, any Lien on or with respect to any of its assets or properties
(including, without limitation, shares of capital stock or other ownership
interests), real or personal, whether now owned or hereafter acquired, except:

        (a) Liens for taxes, assessments and other governmental charges or
levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or
Environmental Laws) not yet due or as to which the period of grace (not to
exceed thirty (30) days), if any, related thereto has not expired or which are
being contested in good faith and by appropriate proceedings if adequate
reserves are maintained to the extent required by GAAP;

        (b) the claims of materialmen, mechanics, carriers, warehousemen,
processors or landlords for labor, materials, supplies or rentals incurred in
the ordinary course of business, (i) which are not overdue for a period of more
than thirty (30) days or (ii) which are being contested in good faith and by
appropriate proceedings;

        (c) Liens consisting of deposits or pledges made in the ordinary course
of business in connection with, or to secure payment of, obligations under
workers' compensation, unemployment insurance or similar legislation;



                                       54
<PAGE>

        (d) Liens constituting encumbrances in the nature of zoning
restrictions, easements and rights or restrictions of record on the use of real
property, which in the aggregate are not substantial in amount and which do not,
in any case, detract from the value of such property or impair the use thereof
in the ordinary conduct of business;

        (e) Liens of the Administrative Agent for the benefit of the
Administrative Agent and the Lenders;

        (f) Liens not otherwise permitted by this Section 10.2 and in existence
on the Closing Date and described on Schedule 10.2;

        (g) Liens securing Debt permitted under Sections 10.1(d) and (e);
provided that (i) such Liens shall be created substantially simultaneously with
the acquisition or lease of the related asset, (ii) such Liens do not at any
time encumber any property other than the property financed by such Debt, (iii)
the amount of Debt secured thereby is not increased and (iv) the principal
amount of Debt secured by any such Lien shall at no time exceed one hundred
percent (100%) of the original purchase price or lease payment amount of such
property at the time it was acquired; and

        (h) Liens incurred following the Closing Date and not otherwise
permitted by this Section 10.2 in an aggregate amount not to exceed $5,000,000
on any date of determination; provided, however, that at no time shall any Liens
permitted under this Section 10.2(h) secure the FNF Credit Facility.

        SECTION 10.3 Limitations on Loans, Advances, Investments and
Acquisitions. Purchase, own, invest in or otherwise acquire, directly or
indirectly, any capital stock, interests in any partnership or joint venture
(including, without limitation, the creation or capitalization of any
Subsidiary), evidence of Debt or other obligation or security, substantially all
or a portion of the business or assets of any other Person or any other
investment or interest whatsoever in any other Person, or make or permit to
exist, directly or indirectly, any loans, advances or extensions of credit to,
or any investment in cash or by delivery of property in, any Person except:

        (a) investments in (i) Subsidiaries existing on the Closing Date, (ii)
in Subsidiaries formed or acquired after the Closing Date so long as the
Borrower and its Subsidiaries comply with the applicable provisions of Section
8.11 and (iii) the other loans, advances and investments described on Schedule
10.3 existing on the Closing Date;

        (b) investments in (i) marketable direct obligations issued or
unconditionally guaranteed by the United States of America or any agency thereof
maturing within one hundred twenty (120) days from the date of acquisition
thereof, (ii) commercial paper maturing no more than one hundred twenty (120)
days from the date of creation thereof and currently having the highest rating
obtainable from either Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or Moody's Investors Service, Inc., (iii)
certificates of deposit maturing no more than one hundred twenty (120) days from
the date of creation thereof issued by commercial banks incorporated under the
laws of the United



                                       55
<PAGE>

States of America, each having combined capital, surplus and undivided profits
of not less than $500,000,000 and having a rating of "A" or better by a
nationally recognized rating agency; provided, that the aggregate amount
invested in such certificates of deposit shall not at any time exceed $5,000,000
for any one such certificate of deposit and $10,000,000 for any one such bank,
(iv) time deposits maturing no more than thirty (30) days from the date of
creation thereof with commercial banks or savings banks or savings and loan
associations each having membership either in the FDIC or the deposits of which
are insured by the FDIC and in amounts not exceeding the maximum amounts of
insurance thereunder, or (v) investments in money market mutual funds maturing
no more than three hundred and sixty-four (364) days from the creation thereof;

        (c) investments by the Borrower or any of its Subsidiaries in the form
of acquisitions of all or substantially all of the business or a line of
business (whether by the acquisition of capital stock, assets or any combination
thereof) of any other Person if such acquisition has been previously approved in
writing by the Required Lenders;

        (d) investments by the Borrower or any Subsidiary thereof in the form of
acquisitions of all or substantially all of the business or a line of business
(whether by the acquisition of capital stock, assets or any combination thereof)
of any other Person if each such acquisition meets all of the following
requirements (such acquisitions being "Permitted Acquisitions"): (i) the Person
to be acquired shall be in a substantially similar line of business as the
Borrower, (ii) evidence of approval of the acquisition by the acquiree's board
of directors or equivalent governing body or a copy of the opinion of counsel
delivered by legal counsel to the acquiree in connection with the acquisition
which evidences such approval shall be delivered to the Administrative Agent at
the time the documents referred to in clause (vi) of this Section 10.3(d) are
required to be delivered, (iii) a description of the acquisition in the form
customarily prepared by the Borrower shall have been delivered to the
Administrative Agent prior to the consummation of the acquisition, (iv) the
Borrower or any Subsidiary shall be the surviving Person and no Change of
Control shall have been effected thereby, (v) prior to consummation of the
acquisition, the Borrower shall have delivered written evidence demonstrating to
the satisfaction of the Administrative Agent pro forma compliance with each
covenant contained in Article IX, both prior to and after giving effect to, the
acquisition and no Default or Event of Default shall have occurred and be
continuing both before and after giving effect to the acquisition, (vi) the
Borrower shall have delivered to the Administrative Agent such documents
reasonably requested by the Administrative Agent pursuant to Section 8.11 to be
delivered at the time required pursuant to Section 8.11 and shall confirm that
any such Person acquired or created in connection with the Permitted Acquisition
is a Subsidiary Guarantor hereunder, and its Obligations incurred in such
capacity are secured by the Security Documents, said documents to include a
favorable opinion of counsel to the Borrower acceptable to the Administrative
Agent addressed to the Administrative Agent and the Lenders with respect to the
Borrower, the Person to be acquired, if applicable, and the acquisition in form
and substance reasonably acceptable to the Administrative Agent, (vii) the total
cash consideration (after deducting cash on the balance sheet of the Person
being acquired or included in the assets being acquired) for such acquisition
shall not exceed $25,000,000; (viii) total cash consideration for all such
Permitted Acquisitions shall not exceed an aggregate amount of $60,000,000 per
year; (ix) the total consideration (including cash and equity) for all such
Permitted Acquisitions shall not exceed an aggregate



                                       56
<PAGE>

amount of $200,000,000 per year, (x) prior to the consummation of the
acquisition, the Person to be acquired shall demonstrate positive EBITDA for the
most recent twelve (12) month period then ended, both prior to the acquisition
and after giving effect thereto, by providing the Administrative Agent and
Lenders copies of the most recent financial statements and projections, all in
form and substance reasonably satisfactory to the Administrative Agent; and (xi)
the Borrower shall provide such other documents and other information as may be
reasonably requested by the Administrative Agent in connection with the proposed
acquisition;

        (e) Hedging Agreements permitted pursuant to Section 10.1;

        (f) purchases of assets in the ordinary course of business;

        (g) investments by the Borrower in LexisNexis made pursuant to the terms
of the Strategic Alliance Agreement by and between the Borrower and LexisNexis
dated as of October 8, 2001;

        (h) cash investments after the Closing Date by the Borrower or any of
its Subsidiaries in RealEC and all Persons other than Subsidiaries and
Affiliates in an aggregate amount not to exceed $10,000,000 at any time during
the term of the Credit Facility;

        (i) investments by the Borrower or any of its Subsidiaries consisting of
non-cash proceeds in the form of notes receivable from purchasers in connection
with sales of assets permitted under Section 10.5 in an aggregate amount not to
exceed $5,000,000 during the term of the Credit Facility; and

        (j) investments by the Borrower in Hansen made pursuant to the exercise
of the Hansen Option.

        SECTION 10.4 Limitations on Mergers and Liquidation. Merge, consolidate
or enter into any similar combination with any other Person or liquidate,
wind-up or dissolve itself (or suffer any liquidation or dissolution) except:

        (a) any Wholly-Owned Subsidiary of the Borrower may merge with the
Borrower or any other Wholly-Owned Subsidiary of the Borrower; provided that in
any merger involving the Borrower, the Borrower shall be the surviving entity;

        (b) any Wholly-Owned Subsidiary of the Borrower may merge into the
Person such Wholly-Owned Subsidiary was formed to acquire in connection with an
acquisition permitted by Sections 10.3(c) or 10.3(d); and

        (c) any Wholly-Owned Subsidiary of the Borrower may wind-up into the
Borrower or any other Wholly-Owned Subsidiary of the Borrower.

        SECTION 10.5 Limitations on Sale of Assets. Convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including, without



                                       57
<PAGE>

limitation, the sale of any receivables and leasehold interests and any
sale-leaseback or similar transaction), whether now owned or hereafter acquired
except:

        (a) the sale of inventory in the ordinary course of business;

        (b) the sale of obsolete assets no longer used or usable in the business
of the Borrower or any of its Subsidiaries;

        (c) the transfer of assets to the Borrower or any Guarantor of the
Borrower;

        (d) the sale or discount without recourse of accounts receivable arising
in the ordinary course of business in connection with the compromise or
collection thereof;

        (e) the disposition of any Hedging Agreement;

        (f) the sale, lease, conveyance or other disposition of assets of
portfolio investments made pursuant to Section 10.3(b) in the ordinary course of
its business at fair market value; and

        (g) the sale or transfer of assets not otherwise permitted under this
Section 10.5 in an aggregate amount not to exceed $35,000,000 during the term of
this Agreement.

        SECTION 10.6 Limitations on Dividends and Distributions. Declare or pay
any dividends upon any of its capital stock or any other ownership interests;
purchase, redeem, retire or otherwise acquire, directly or indirectly, any
shares of its capital stock or other ownership interests, or make any
distribution of cash, property or assets among the holders of shares of its
capital stock or other ownership interests in excess of an aggregate amount of
$10,000,000 over the term of the Credit Facility, or make any change in its
capital structure which such change in its capital structure could reasonably be
expected to have a Material Adverse Effect; provided that:

        (a) the Borrower or any Subsidiary may pay dividends in shares of its
own capital stock;

        (b) any Subsidiary may pay cash dividends to the Borrower; and

        (c) the Borrower may purchase, redeem, retire or otherwise acquire,
directly or indirectly, shares of its capital stock or other ownership interests
and make distributions of cash, property or assets among the holders of shares
of its capital stock pursuant to the provisions of the stock option plans set
forth on Schedule 6.1(i) hereto in aggregate amounts not to exceed $3,000,000
for calendar year 2003, $3,300,000 for calendar year 2004, and $3,700,000 for
calendar year 2005.

        SECTION 10.7 Limitations on Exchange and Issuance of Capital Stock.
Issue, sell or otherwise dispose of any class or series of capital stock that,
by its terms or by the terms of any security into which it is convertible or
exchangeable, is, or upon the happening of an



                                       58
<PAGE>

event or passage of time would be, (a) convertible or exchangeable into Debt or
(b) required to be redeemed or repurchased, including at the option of the
holder, in whole or in part, or has, or upon the happening of an event or
passage of time would have, a redemption or similar payment due.

        SECTION 10.8 Transactions with Affiliates. Except for transactions
permitted by Section 10.1(f), Section 10.3, Section 10.6 and Section 10.7, or
listed on Schedule 10.8, directly or indirectly (a) make any loan or advance to,
or purchase or assume any note or other obligation to or from, any of its
officers, directors, shareholders or other Affiliates, or to or from any member
of the immediate family of any of its officers, directors, shareholders or other
Affiliates, or subcontract any operations to any of its Affiliates or (b) enter
into, or be a party to, any other transaction not described in clause (a) above
with any of its Affiliates, except pursuant to the reasonable requirements of
its business and upon fair and reasonable terms that are fully disclosed to and
approved in writing by the Required Lenders prior to the consummation thereof
and are no less favorable to it than it would obtain in a comparable arm's
length transaction with a Person not its Affiliate.

        SECTION 10.9 Certain Accounting Changes; Organizational Documents. (a)
Change its Fiscal Year end, or make any change in its accounting treatment and
reporting practices except as required by GAAP or (b) amend, modify or change
its articles of incorporation (or corporate charter or other similar
organizational documents) or amend, modify or change its bylaws (or other
similar documents) in any manner adverse in any respect to the rights or
interests of the Lenders.

        SECTION 10.10 Amendments; Payments and Prepayments of Subordinated Debt.
Amend or modify (or permit the modification or amendment of) any of the terms or
provisions of any Subordinated Debt, or cancel or forgive, make any voluntary or
optional payment or prepayment on, or redeem or acquire for value (including
without limitation by way of depositing with any trustee with respect thereto
money or securities before due for the purpose of paying when due) any
Subordinated Debt.

        SECTION 10.11 Restrictive Agreements.

        (a) Enter into any Debt which contains any negative pledge on assets or
any covenants more restrictive than the provisions of Articles VIII, IX and X
hereof, or which restricts, limits or otherwise encumbers its ability to incur
Liens on or with respect to any of its assets or properties other than the
assets or properties securing such Debt.

        (b) Enter into or permit to exist any agreement which impairs or limits
the ability of any Subsidiary of the Borrower to pay dividends to the Borrower.

        SECTION 10.12 Nature of Business. Alter in any material respect the
character or conduct of the business conducted by the Borrower and its
Subsidiaries as of the Closing Date.

        SECTION 10.13 Impairment of Security Interests. Take or omit to take any
action, which might or would have the result of materially impairing the
security interests in favor of



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the Administrative Agent with respect to the Collateral or grant to any Person
(other than the Administrative Agent for the benefit of itself and the Lenders
pursuant to the Security Documents) any interest whatsoever in the Collateral,
except for Liens permitted under Section 10.2 and asset sales permitted under
Section 10.5.

                                   ARTICLE XI

                              DEFAULT AND REMEDIES

        SECTION 11.1 Events of Default. Each of the following shall constitute
an Event of Default, whatever the reason for such event and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment or order of any court or any order, rule or regulation of any
Governmental Authority or otherwise:

        (a) Default in Payment of Principal of Loans and Reimbursement
Obligations. The Borrower shall default in any payment of principal of any Loan,
Note or Reimbursement Obligation when and as due (whether at maturity, by reason
of acceleration or otherwise).

        (b) Other Payment Default. The Borrower shall default in the payment
when and as due (whether at maturity, by reason of acceleration or otherwise) of
interest on any Loan, Note or Reimbursement Obligation or the payment of any
other Obligation, and such default shall continue for a period of three (3)
Business Days.

        (c) Misrepresentation. Any representation or warranty made or deemed to
be made by the Borrower or any of its Subsidiaries under this Agreement, any
other Loan Document or any amendment hereto or thereto, shall at any time prove
to have been incorrect or misleading in any material respect when made or deemed
made.

        (d) Default in Performance of Certain Covenants. The Borrower shall
default in the performance or observance of any covenant or agreement contained
in Sections 7.1, 7.2 or 7.5(e)(i) or Articles IX or X of this Agreement.

        (e) Default in Performance of Other Covenants and Conditions. The
Borrower or any Subsidiary thereof shall default in the performance or
observance of any term, covenant, condition or agreement contained in this
Agreement (other than as specifically provided for otherwise in this Section
11.1) or any other Loan Document and such default shall continue for a period of
thirty (30) days after written notice thereof has been given to the Borrower by
the Administrative Agent.

        (f) Hedging Agreement. The Borrower shall default in the performance or
observance of any terms, covenant, condition or agreement (after giving effect
to any applicable grace or cure period) under any Hedging Agreement and such
default causes the termination of such Hedging Agreement or permits any
counterparty to such Hedging Agreement to terminate any such Hedging Agreement.



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        (g) Debt Cross-Default. The Borrower or any of its Subsidiaries shall
(i) default in the payment of any Debt (other than the Notes or any
Reimbursement Obligation) the aggregate outstanding amount of which Debt is in
excess of $1,000,000 beyond the period of grace if any, provided in the
instrument or agreement under which such Debt was created, or (ii) default in
the observance or performance of any other agreement or condition relating to
any Debt (other than the Notes or any Reimbursement Obligation) the aggregate
outstanding amount of which Debt is in excess of $1,000,000 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 Debt (or a
trustee or agent on behalf of such holder or holders) to cause, with the giving
of notice if required, any such Debt to become due prior to its stated maturity
(any applicable grace period having expired).

        (h) Other Cross-Defaults. The Borrower or any of its Subsidiaries shall
default in the payment when due, or in the performance or observance, of any
obligation or condition of any Material Contract unless, but only as long as,
the existence of any such default is being contested by the Borrower or any such
Subsidiary in good faith by appropriate proceedings and adequate reserves in
respect thereof have been established on the books of the Borrower or such
Subsidiary to the extent required by GAAP.

        (i) Change in Control. (i) Fidelity National Financial, Inc. ("FNF")
shall cease, at any time, to own or control a majority of the common stock of
the Borrower entitled to vote in the election of members of the board of
directors of the Borrower, (ii) any person or group of persons (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended)
other than FNF shall obtain ownership or control in one or more series of
transactions of more than thirty-three percent (33%) of the common stock or
thirty-three percent (33%) of the voting power of the Borrower entitled to vote
in the election of members of the board of directors of the Borrower, or (iii)
there shall have occurred under any indenture or other instrument evidencing any
Debt in excess of $1,000,000 any "change in control" (as defined in such
indenture or other evidence of Debt) obligating the Borrower to repurchase,
redeem or repay all or any part of the Debt or capital stock provided for
therein (any such event, a "Change in Control").

        (j) Voluntary Bankruptcy Proceeding. The Borrower or any Subsidiary
thereof shall (i) commence a voluntary case under the federal bankruptcy laws
(as now or hereafter in effect), (ii) file a petition seeking to take advantage
of any other laws, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, winding up or composition for adjustment of debts, (iii) consent
to or fail to contest in a timely and appropriate manner any petition filed
against it in an involuntary case under such bankruptcy laws or other laws, (iv)
apply for or consent to, or fail to contest in a timely and appropriate manner,
the appointment of, or the taking of possession by, a receiver, custodian,
trustee, or liquidator of itself or of a substantial part of its property,
domestic or foreign, (v) admit in writing its inability to pay its debts as they
become due, (vi) make a general assignment for the benefit of creditors, or
(vii) take any corporate action for the purpose of authorizing any of the
foregoing.



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        (k) Involuntary Bankruptcy Proceeding. A case or other proceeding shall
be commenced against the Borrower or any Subsidiary thereof in any court of
competent jurisdiction seeking (i) relief under the federal bankruptcy laws (as
now or hereafter in effect) or under any other laws, domestic or foreign,
relating to bankruptcy, insolvency, reorganization, winding up or adjustment of
debts, or (ii) the appointment of a trustee, receiver, custodian, liquidator or
the like for the Borrower or any Subsidiary thereof or for all or any
substantial part of their respective assets, domestic or foreign, and such case
or proceeding shall continue without dismissal or stay for a period of sixty
(60) consecutive days, or an order granting the relief requested in such case or
proceeding (including, but not limited to, an order for relief under such
federal bankruptcy laws) shall be entered.

        (l) Failure of Agreements. Any provision of this Agreement or any
provision of any other Loan Document shall for any reason cease to be valid and
binding on the Borrower or Subsidiary party thereto or any such Person shall so
state in writing, or any Loan Document shall for any reason cease to create a
valid and perfected first priority Lien on, or security interest in, any of the
collateral purported to be covered thereby, in each case other than in
accordance with the express terms hereof or thereof.

        (m) Termination Event. The occurrence of any of the following events:
(i) the Borrower or any ERISA Affiliate fails to make full payment when due of
all amounts which, under the provisions of any Pension Plan or Section 412 of
the Code, the Borrower or any ERISA Affiliate is required to pay as
contributions thereto, (ii) an accumulated funding deficiency in excess of
$2,000,000 occurs or exists, whether or not waived, with respect to any Pension
Plan, (iii) a Termination Event or (iv) the Borrower or any ERISA Affiliate as
employers under one or more Multiemployer Plans makes a complete or partial
withdrawal from any such Multiemployer Plan and the plan sponsor of such
Multiemployer Plans notifies such withdrawing employer that such employer has
incurred a withdrawal liability requiring payments in an amount exceeding
$2,000,000.

        (n) Judgment. A judgment or order for the payment of money which causes
the aggregate amount of all such judgments to exceed $3,000,000 in any Fiscal
Year shall be entered against the Borrower or any of its Subsidiaries by any
court and such judgment or order shall continue without discharge or stay for a
period of thirty (30) days.

        (o) Environmental. Any one or more Environmental Claims shall have been
asserted against the Borrower or any of its Subsidiaries; the Borrower and its
Subsidiaries would be reasonably likely to incur liability as a result thereof;
and such liability would be reasonably likely, individually or in the aggregate,
to have a Material Adverse Effect.

        SECTION 11.2 Remedies. Upon the occurrence of an Event of Default, with
the consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice to
the Borrower:

        (a) Acceleration; Termination of Facilities. Declare the principal of
and interest on the Loans, the Notes and the Reimbursement Obligations at the
time outstanding, and all other amounts owed to the Lenders and to the
Administrative Agent under this Agreement or



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any of the other Loan Documents (including, without limitation, all L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented or shall be entitled to present the documents
required thereunder) and all other Obligations (other than Hedging Obligations),
to be forthwith due and payable, whereupon the same shall immediately become due
and payable without presentment, demand, protest or other notice of any kind,
all of which are expressly waived, anything in this Agreement or the other Loan
Documents to the contrary notwithstanding, and terminate the Credit Facility and
any right of the Borrower to request borrowings or Letters of Credit thereunder;
provided, that upon the occurrence of an Event of Default specified in Section
11.1(j) or (k), the Credit Facility shall be automatically terminated and all
Obligations (other than Hedging Obligations) shall automatically become due and
payable without presentment, demand, protest or other notice of any kind, all of
which are expressly waived, anything in this Agreement or in any other Loan
Document to the contrary notwithstanding.

        (b) Letters of Credit. With respect to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of an
acceleration pursuant to the preceding paragraph, the Borrower shall at such
time deposit in a cash collateral account opened by the Administrative Agent, an
amount equal to the aggregate then undrawn and unexpired amount of such Letters
of Credit. Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay the
other Obligations on a pro rata basis. After all such Letters of Credit shall
have expired or been fully drawn upon, the Reimbursement Obligation shall have
been satisfied and all other Obligations shall have been paid in full, the
balance, if any, in such cash collateral account shall be returned to the
Borrower.

        (c) Rights of Collection. Exercise on behalf of the Lenders all of its
other rights and remedies under this Agreement, the other Loan Documents and
Applicable Law, in order to satisfy all of the Borrower's Obligations.

        SECTION 11.3 Rights and Remedies Cumulative; Non-Waiver; etc. The
enumeration of the rights and remedies of the Administrative Agent and the
Lenders set forth in this Agreement is not intended to be exhaustive and the
exercise by the Administrative Agent and the Lenders of any right or remedy
shall not preclude the exercise of any other rights or remedies, all of which
shall be cumulative, and shall be in addition to any other right or remedy given
hereunder or under the other Loan Documents or that may now or hereafter exist
at law or in equity or by suit or otherwise. No delay or failure to take action
on the part of the Administrative Agent or any Lender in exercising any right,
power or privilege shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
or shall be construed to be a waiver of any Event of Default. No course of
dealing between the Borrower, the Administrative Agent and the Lenders or their
respective agents or employees shall be effective to change, modify or discharge
any provision of this Agreement or any of the other Loan Documents or to
constitute a waiver of any Event of Default.



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                                   ARTICLE XII

                            THE ADMINISTRATIVE AGENT

        SECTION 12.1 Appointment. Each of the Lenders hereby irrevocably
designates and appoints Wachovia as Administrative Agent of such Lender under
this Agreement and the other Loan Documents for the term hereof and each such
Lender irrevocably authorizes Wachovia as Administrative Agent for such Lender,
to take such action on its behalf under the provisions of this Agreement and the
other Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of this Agreement
and such other Loan Documents, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement or such other Loan Documents, the Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein and
therein, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or the other Loan Documents or otherwise exist
against the Administrative Agent. Any reference to the Administrative Agent in
this Article XII shall be deemed to refer to the Administrative Agent solely in
its capacity as Administrative Agent and not in its capacity as a Lender.

        SECTION 12.2 Delegation of Duties. The Administrative Agent may execute
any of its respective duties under this Agreement and the other Loan Documents
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 the Administrative Agent with reasonable care.

        SECTION 12.3 Exculpatory Provisions. Neither the Administrative Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact,
Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or
omitted to be taken by it or such Person under or in connection with this
Agreement or the other Loan Documents (except for actions occasioned solely by
its or such Person's own gross negligence or willful misconduct), or (b)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Borrower or any of its Subsidiaries or
any officer thereof contained in this Agreement or the other Loan Documents 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 Agreement or the other Loan Documents or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
the other Loan Documents or for any failure of the Borrower or any of its
Subsidiaries to perform its 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 of any of the
agreements contained in, or conditions of, this Agreement, or to inspect the
properties, books or records of the Borrower or any of its Subsidiaries.



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        SECTION 12.4 Reliance by the 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 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 such Note shall have been
transferred in accordance with Section 13.10. The Administrative Agent shall be
fully justified in failing or refusing to take any action under this Agreement
and the other Loan Documents unless it shall first receive such advice or
concurrence of the Required Lenders (or, when expressly required hereby or by
the relevant other Loan Documents, all the 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 except for its own gross negligence or
willful misconduct. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
Notes in accordance with a request of the Required Lenders (or, when expressly
required hereby, all the Lenders), 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 12.5 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 unless it has received notice from a Lender or the Borrower referring to
this Agreement, describing such Default or Event of Default and stating that
such notice is a "notice of default". In the event that the Administrative Agent
receives such a notice, it shall promptly give 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 (or,
when expressly required hereby, all the Lenders); provided that unless and until
the Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders, except to the extent that
other provisions of this Agreement expressly require that any such action be
taken or not be taken only with the consent and authorization or the request of
the Lenders or Required Lenders, as applicable.

        SECTION 12.6 Non-Reliance on the Administrative Agent and Other Lenders.
Each Lender expressly acknowledges that neither the Administrative Agent nor any
of its respective officers, directors, employees, agents, attorneys-in-fact,
Subsidiaries or Affiliates has made any representations or warranties to it and
that no act by the Administrative Agent hereafter taken, including any review of
the affairs of the Borrower or any of its Subsidiaries, shall be deemed to
constitute any representation or warranty by 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



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<PAGE>

creditworthiness of the Borrower and its Subsidiaries and made its own decision
to make its Loans and issue or participate in Letters of Credit hereunder and
enter into this 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 Agreement and the other Loan
Documents, 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 and its Subsidiaries. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent hereunder or by the other Loan Documents, 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, financial and other condition or creditworthiness of the Borrower or
any of its Subsidiaries which may come into the possession of the Administrative
Agent or any of its respective officers, directors, employees, agents,
attorneys-in-fact, Subsidiaries or Affiliates.

        SECTION 12.7 Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such and (to the extent not reimbursed
by the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to the respective amounts of their Commitment Percentages,
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 or any Reimbursement Obligation) be
imposed on, incurred by or asserted against the Administrative Agent in any way
relating to or arising out of this Agreement or the other Loan Documents, or any
documents, reports or other information provided to the Administrative Agent or
any Lender or 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 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 resulting solely from the Administrative
Agent's bad faith, gross negligence or willful misconduct. The agreements in
this Section 12.7 shall survive the payment of the Notes, any Reimbursement
Obligation and all other amounts payable hereunder and the termination of this
Agreement.

        SECTION 12.8 The Administrative Agent in Its Individual Capacity. The
Administrative Agent and its respective Subsidiaries and 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 any Loans made or renewed by it and any Note
issued to it and with respect to any Letter of Credit issued by it or
participated in by it, the Administrative Agent shall have the same rights and
powers under this Agreement and the other Loan Documents 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 12.9 Resignation of the Administrative Agent; Successor
Administrative Agent. Subject to the appointment and acceptance of a successor
as provided below, the Administrative Agent may resign at any time by giving
notice thereof to the Lenders and the Borrower. Upon any such resignation, the
Required Lenders shall have the right to appoint a successor Administrative
Agent, which successor shall have minimum capital and surplus of at least
$500,000,000. If no successor Administrative Agent shall have been so appointed
by the Required Lenders and shall have accepted such appointment within thirty
(30) days after the Administrative Agent's giving of notice of resignation, then
the Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which successor shall have minimum capital and surplus of
at least $500,000,000. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Section 12.9 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

        SECTION 12.10 Syndication Agent. The Syndication Agent, in its capacity
as a syndication agent shall have no duties or responsibilities under this
Agreement or any other Loan Document.

                                  ARTICLE XIII

                                  MISCELLANEOUS

        SECTION 13.1 Notices.

        (a) Method of Communication. Except as otherwise provided in this
Agreement, all notices and communications hereunder shall be in writing (for
purposes hereof, the term "writing" shall include information in electronic
format such as electronic mail and internet web pages), or by telephone
subsequently confirmed in writing. Any notice shall be effective if delivered by
hand delivery or sent via electronic mail, posting on an internet web page,
telecopy, recognized overnight courier service or certified mail, return receipt
requested, and shall be presumed to be received by a party hereto (i) on the
date of delivery if delivered by hand or sent by electronic mail, posting on an
internet web page, telecopy, (ii) on the next Business Day if sent by recognized
overnight courier service and (iii) on the third Business Day following the date
sent by certified mail, return receipt requested. A telephonic notice to the
Administrative Agent as understood by the Administrative Agent will be deemed to
be the controlling and proper notice in the event of a discrepancy with or
failure to receive a confirming written notice.

        (b) Addresses for Notices. Notices to any party shall be sent to it at
the following addresses, or any other address as to which all the other parties
are notified in writing.



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<PAGE>

        If to the Borrower:     Fidelity National Information Solutions, Inc.
                                4050 Calle Real
                                Santa Barbara, California  93110
                                Attention: Chief Financial Officer
                                Telephone No.: (805) 696-7000
                                Fax No.: (805) 696-7499

        With copies to:         Stradling Yocca Carlson & Rauth
                                660 Newport Center Drive
                                Newport Beach, CA  92660
                                Attention:  Craig C. Carlson
                                Telephone No.:  (949) 725-4194
                                Fax No.:  (949) 725-4100


        If to Wachovia as       Wachovia Bank, National Association
         Administrative Agent:  Charlotte Plaza, CP-8
                                201 South College Street
                                Charlotte, North Carolina 28288-0680
                                Attention:  Syndication Agency Services
                                Telephone No.:  (704) 374-2698
                                Fax No.:  (704) 383-0288

        With a copy to:         Wachovia Bank, National Association
                                301 South College Street
                                NC 0760
                                Charlotte, North Carolina 28288-0680
                                Attention:  Mr. Mark Felker
                                Telephone No.:  (704) 374-7074
                                Fax No.:  (704) 383-7611
                                Email:  Mark.Felker@wachovia.com

        If to any Lender:       To the address set forth on Schedule 1.1

        (c) Administrative Agent's Office. The Administrative Agent hereby
designates its office located at the address set forth above, or any subsequent
office which shall have been specified for such purpose by written notice to the
Borrower and Lenders, as the Administrative Agent's Office referred to herein,
to which payments due are to be made and at which Loans will be disbursed and
Letters of Credit issued.

        SECTION 13.2 Expenses; Indemnity. The Borrower will (a) pay all
out-of-pocket expenses of the Administrative Agent in connection with (i) the
preparation, execution and delivery of this Agreement and each other Loan
Document, whenever the same shall be executed and delivered, including without
limitation all out-of-pocket syndication and due



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<PAGE>

diligence expenses and reasonable fees and disbursements of counsel for the
Administrative Agent and (ii) the preparation, execution and delivery of any
waiver, amendment or consent by the Administrative Agent or the Lenders relating
to this Agreement or any other Loan Document, including without limitation
reasonable fees and disbursements of counsel for the Administrative Agent, (b)
pay all reasonable out-of-pocket expenses of the Administrative Agent and each
Lender actually incurred in connection with the administration and enforcement
of any rights and remedies of the Administrative Agent and Lenders under the
Credit Facility, including, without limitation, in connection with any workout,
restructuring, bankruptcy or other similar proceeding, creating and perfecting
Liens in favor of Administrative Agent on behalf of Lenders pursuant to any
Security Document, enforcing any Obligations of, or collecting any payments due
from, the Borrower or any Subsidiary Guarantor by reason of an Event of Default
(including in connection with the sale of, collection from, or other realization
upon any of the Collateral or the enforcement of the Subsidiary Guaranty
Agreement; consulting with appraisers, accountants, engineers, attorneys and
other Persons concerning the nature, scope or value of any right or remedy of
the Administrative Agent or any Lender hereunder or under any other Loan
Document or any factual matters in connection therewith, which expenses shall
include without limitation the reasonable fees and disbursements of such
Persons, and (c) defend, indemnify and hold harmless the Administrative Agent
and the Lenders, and their respective parents, Subsidiaries, Affiliates,
employees, agents, officers and directors, from and against any losses,
penalties, fines, liabilities, settlements, damages, costs and expenses,
suffered by any such Person in connection with any claim (including, without
limitation, any Environmental Claims), investigation, litigation or other
proceeding (whether or not the Administrative Agent or any Lender is a party
thereto) and the prosecution and defense thereof, arising out of or in any way
connected with the Loans, this Agreement, any other Loan Document or any
documents, reports or other information provided to the Administrative Agent or
any Lender or contemplated by or referred herein or therein or the transactions
contemplated hereby or thereby, including, without limitation, reasonable
attorney's and consultant's fees, except to the extent that any of the foregoing
directly result from the gross negligence or willful misconduct of the party
seeking indemnification therefor.

        SECTION 13.3 Set-off. In addition to any rights now or hereafter granted
under Applicable Law and not by way of limitation of any such rights, upon and
after the occurrence of any Event of Default and during the continuance thereof,
the Lenders and any assignee or participant of a Lender in accordance with
Section 13.10 are hereby authorized by the Borrower at any time or from time to
time, without notice to the Borrower or to any other Person, any such notice
being hereby expressly waived, to set off and to appropriate and to apply any
and all deposits (general or special, time or demand, including, but not limited
to, indebtedness evidenced by certificates of deposit, whether matured or
unmatured) and any other indebtedness at any time held or owing by the Lenders,
or any such assignee or participant to or for the credit or the account of the
Borrower against and on account of the Obligations irrespective of whether or
not (a) the Lenders shall have made any demand under this Agreement or any of
the other Loan Documents or (b) the Administrative Agent shall have declared any
or all of the Obligations to be due and payable as permitted by Section 11.2 and
although such Obligations shall be contingent or unmatured. Notwithstanding the
preceding sentence, each Lender agrees to notify the Borrower and the
Administrative Agent



                                       69
<PAGE>

after any such set-off and application, provided that the failure to give such
notice shall not affect the validity of such set-off and application.

        SECTION 13.4 Governing Law. This Agreement, the Notes and the other Loan
Documents, unless otherwise expressly set forth therein, shall be governed by,
construed and enforced in accordance with the laws of the State of North
Carolina, without reference to the conflicts or choice of law principles
thereof.

        SECTION 13.5 Jurisdiction and Venue.

        (a) Jurisdiction. The Borrower hereby irrevocably consents to the
personal jurisdiction of the state and federal courts located in Mecklenburg
County, North Carolina (and any courts from which an appeal from any of such
courts must or may be taken), in any action, claim or other proceeding arising
out of any dispute in connection with this Agreement, the Notes and the other
Loan Documents, any rights or obligations hereunder or thereunder, or the
performance of such rights and obligations. The Borrower hereby irrevocably
consents to the service of a summons and complaint and other process in any
action, claim or proceeding brought by the Administrative Agent or any Lender in
connection with this Agreement, the Notes or the other Loan Documents, any
rights or obligations hereunder or thereunder, or the performance of such rights
and obligations, on behalf of itself or its property, in the manner specified in
Section 13.1. Nothing in this Section 13.5 shall affect the right of the
Administrative Agent or any Lender to serve legal process in any other manner
permitted by Applicable Law or affect the right of the Administrative Agent or
any Lender to bring any action or proceeding against the Borrower or its
properties in the courts of any other jurisdictions.

        (b) Venue. The Borrower hereby irrevocably waives any objection it may
have now or in the future to the laying of venue in the aforesaid jurisdiction
in any action, claim or other proceeding arising out of or in connection with
this Agreement, any other Loan Document or the rights and obligations of the
parties hereunder or thereunder. The Borrower irrevocably waives, in connection
with such action, claim or proceeding, any plea or claim that the action, claim
or other proceeding has been brought in an inconvenient forum.

        SECTION 13.6 Binding Arbitration; Waiver of Jury Trial.

        (a) Binding Arbitration. Upon demand of any party, whether made before
or after institution of any judicial proceeding, any dispute, claim or
controversy arising out of, connected with or relating to this Agreement or any
other Loan Document ("Disputes"), between or among parties hereto and to the
other Loan Documents shall be resolved by binding arbitration as provided
herein. Institution of a judicial proceeding by a party does not waive the right
of that party to demand arbitration hereunder. Disputes may include, without
limitation, tort claims, counterclaims, claims brought as class actions, claims
arising from Loan Documents executed in the future, disputes as to whether a
matter is subject to arbitration, or claims concerning any aspect of the past,
present or future relationships arising out of or connected with the Loan
Documents. Arbitration shall be conducted under and governed by the Commercial
Financial Disputes Arbitration Rules (the "Arbitration Rules")



                                       70
<PAGE>

of the American Arbitration Association (the "AAA") and the Federal Arbitration
Act. All arbitration hearings shall be conducted in Charlotte, North Carolina.
The expedited procedures set forth in Rule 51, et seq. of the Arbitration Rules
shall be applicable to claims of less than $1,000,000. All applicable statutes
of limitations shall apply to any Dispute. A judgment upon the award may be
entered in any court having jurisdiction. Notwithstanding anything foregoing to
the contrary, any arbitration proceeding demanded hereunder shall begin within
ninety (90) days after such demand thereof and shall be concluded within one
hundred twenty (120) days after such demand. These time limitations may not be
extended unless a party hereto shows cause for extension and then such extension
shall not exceed a total of sixty (60) days. The panel from which all
arbitrators are selected shall be comprised of licensed attorneys selected from
the Commercial Financial Dispute Arbitration Panel of the AAA. The parties
hereto do not waive any applicable Federal or state substantive law except as
provided herein. Notwithstanding the foregoing, this paragraph shall not apply
to any Hedging Agreement.

        (b) Jury Trial. THE ADMINISTRATIVE AGENT, EACH LENDER AND THE BORROWER
HEREBY ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE IRREVOCABLY
WAIVED THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM
OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS
AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS
HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

        (c) Preservation of Certain Remedies. Notwithstanding the preceding
binding arbitration provisions, the parties hereto and the other Loan Documents
preserve, without diminution, certain remedies that such Persons may employ or
exercise freely, either alone, in conjunction with or during a Dispute. Each
such Person shall have and hereby reserves the right to proceed in any court of
proper jurisdiction or by self help to exercise or prosecute the following
remedies, as applicable: (i) all rights to foreclose against any real or
personal property or other security by exercising a power of sale granted in the
Loan Documents or under Applicable Law or by judicial foreclosure and sale,
including a proceeding to confirm the sale, (ii) all rights of self help
including peaceful occupation of property and collection of rents, set off, and
peaceful possession of property, (iii) obtaining provisional or ancillary
remedies including injunctive relief, sequestration, garnishment, attachment,
appointment of receiver and in filing an involuntary bankruptcy proceeding, and
(iv) when applicable, a judgment by confession of judgment. Preservation of
these remedies does not limit the power of an arbitrator to grant similar
remedies that may be requested by a party in a Dispute.

        SECTION 13.7 Reversal of Payments. To the extent the Borrower makes a
payment or payments to the Administrative Agent for the ratable benefit of the
Lenders or the Administrative Agent receives any payment or proceeds of the
collateral which payments or proceeds or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to 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 payment or proceeds repaid, the Obligations or part thereof
intended to be



                                       71
<PAGE>

satisfied shall be revived and continued in full force and effect as if such
payment or proceeds had not been received by the Administrative Agent.

        SECTION 13.8 Injunctive Relief; Punitive Damages.

        (a) The Borrower recognizes that, in the event the Borrower fails to
perform, observe or discharge any of its obligations or liabilities under this
Agreement, any remedy of law may prove to be inadequate relief to the Lenders.
Therefore, the Borrower agrees that the Lenders, at the Lenders' option, shall
be entitled to temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages.

        (b) The Administrative Agent, the Lenders and the Borrower (on behalf of
itself and its Subsidiaries) hereby agree that no such Person shall have a
remedy of punitive or exemplary damages against any other party to a Loan
Document and each such Person hereby waives any right or claim to punitive or
exemplary damages that they may now have or may arise in the future in
connection with any Dispute, whether such Dispute is resolved through
arbitration or judicially.

        SECTION 13.9 Accounting Matters. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time, provided that, if the
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance therewith.

        SECTION 13.10 Successors and Assigns; Participations.

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

        (b) Assignment by Lenders. Each Lender may, in the ordinary course of
its business and in accordance with Applicable Law, sell or assign to any
Lender, any Affiliate of a Lender and with the consent of the Borrower (so long
as no Default or Event of Default has occurred and is continuing) and the
consent of the Administrative Agent, which consents shall not be unreasonably
withheld or delayed, assign to one or more Eligible Assignees (any of the
foregoing assignees or purchasers, a "Purchasing Lender") all or a portion of
its interests, rights and obligations under this Agreement and the other Loan
Documents (including,



                                       72
<PAGE>

without limitation, all or a portion of the Extensions of Credit at the time
owing to it and the Notes held by it); provided that:

                (i) each such assignment shall be of a constant, and not a
varying, percentage of all the assigning Lender's rights and obligations under
this Agreement;

                (ii) if less than all of the assigning Lender's Commitment is to
be assigned, the Commitment so assigned shall not be less than $5,000,000 and
the assigning Lender shall retain a Commitment of at least $5,000,000;

                (iii) the parties to each such assignment shall execute and
deliver to the Administrative Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance substantially in the form of Exhibit G
attached hereto (an "Assignment and Acceptance"), together with any Note or
Notes subject to such assignment;

                (iv) where consent of the Borrower to an assignment to a
Purchasing Lender is required hereunder (including consent to an assignment to
an Approved Fund), the Borrower shall be deemed to have given its consent five
(5) Business Days after the date written notice thereof has been delivered by
the assigning Lender (through the Administrative Agent) unless such consent is
expressly refused by the Borrower prior to such fifth (5th) Business Day;

                (v) such assignment shall not, without the consent of the
Borrower, require the Borrower to file a registration statement with the
Securities and Exchange Commission or apply to or qualify the Loans or the Notes
under the blue sky laws of any state; and

                (vi) the assigning Lender shall pay to the Administrative Agent
an assignment fee of $3,000 upon the execution by such Lender of the Assignment
and Acceptance; provided that no such fee shall be payable upon any assignment
by a Lender to an Affiliate thereof.

Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be at least five (5) Business Days after the execution thereof (unless
otherwise agreed to by the Administrative Agent), (A) the Purchasing Lender
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereby
and (B) the Lender thereunder shall, to the extent provided in such assignment,
be released from its obligations under this Agreement.

        (c) Rights and Duties Upon Assignment. By executing and delivering an
Assignment and Acceptance, the assigning Lender thereunder and the Purchasing
Lender thereunder confirm to and agree with each other and the other parties
hereto as set forth in such Assignment and Acceptance.



                                       73
<PAGE>

        (d) Register. The Administrative Agent shall maintain a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders and the amount of the Extensions of
Credit with respect to each Lender from time to time (the "Register"). 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 a Lender hereunder for all purposes of
this 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) Issuance of New Notes. Upon its receipt of an Assignment and
Acceptance executed by an assigning Lender and a Purchasing Lender together with
any Note or Notes subject to such assignment and (if applicable) the written
consent to such assignment, the Administrative Agent shall, if such Assignment
and Acceptance has been completed and is substantially in the form of Exhibit G:

                (i) accept such Assignment and Acceptance;

                (ii) record the information contained therein in the Register;

                (iii) give prompt notice thereof to the Lenders and the
Borrower; and

                (iv) promptly deliver a copy of such Assignment and Acceptance
to the Borrower.

Within five (5) Business Days after receipt of notice, the Borrower shall
execute and deliver to the Administrative Agent, in exchange for the surrendered
Note or Notes, a new Note or Notes to the order of such Purchasing Lender in
amounts equal to the Commitment assumed by it pursuant to such Assignment and
Acceptance and a new Note or Notes to the order of the assigning Lender in an
amount equal to the Commitment retained by it hereunder. Such new Note or Notes
shall be in an aggregate principal amount equal to the aggregate principal
amount of such surrendered Note or Notes, shall be dated the effective date of
such Assignment and Acceptance and shall otherwise be in substantially the form
of the assigned Notes delivered to the assigning Lender. Each surrendered Note
or Notes shall be canceled and returned to the Borrower.

        (f) Participations. Each Lender may, without notice to or the consent of
the Borrower or the Administrative Agent, in the ordinary course of its
commercial banking business and in accordance with Applicable Law, sell
participations to one or more banks or other entities (any such bank or other
entity, a "Participant") in all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Extensions of Credit and the Notes held by it); provided that:

                (i) each such participation shall be in an amount not less than
$5,000,000;



                                       74
<PAGE>

                (ii) such Lender's obligations under this Agreement (including,
without limitation, its Commitment) shall remain unchanged;

                (iii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations;

                (iv) such Lender shall remain the holder of the Notes held by it
for all purposes of this Agreement;

                (v) the Borrower, the Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement;

                (vi) such Lender shall not permit such Participant the right to
approve any waivers, amendments or other modifications to this Agreement or any
other Loan Document other than waivers, amendments or modifications which would
reduce the principal of or the interest rate on any Loan or Reimbursement
Obligation, extend the term or increase the amount of the Commitment, reduce the
amount of any fees to which such Participant is entitled, extend any scheduled
payment date for principal of any Loan or, except as expressly contemplated
hereby or thereby, release substantially all of the Collateral; and

                (vii) any such disposition shall not, without the consent of the
Borrower, require the Borrower to file a registration statement with the
Securities and Exchange Commission to apply to qualify the Loans or the Notes
under the blue sky law of any state.

        The Borrower agrees that each Participant shall be entitled to the
benefits of Section 4.7, Section 4.8, Section 4.9, Section 4.10, Section 4.11
and Section 13.3 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section 13.10; provided
that a Participant shall not be entitled to receive any greater payment under
Section 4.7, Section 4.8, Section 4.9, Section 4.10, and Section 4.11 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower's prior written consent and such
Participant shall have delivered to the Administrative Agent all United States
Internal Revenue Service Forms required pursuant to Section 4.11(e).

        (g) Disclosure of Information; Confidentiality. The Administrative Agent
and the Lenders shall hold all non-public information with respect to the
Borrower obtained pursuant to the Loan Documents (or any Hedging Agreement with
a Lender or the Administrative Agent) in accordance with their customary
procedures for handling confidential information; provided, that the
Administrative Agent may disclose information relating to this Agreement to Gold
Sheets and other similar bank trade publications, such information to consist of
deal terms and other information customarily found in such publications and
provided further, that the Administrative Agent or any Lender may disclose any
such information to the extent such disclosure is (i) required by law or
requested or required pursuant to any legal process, (ii) requested by, or
required to be disclosed to, any rating agency, or regulatory or similar



                                       75
<PAGE>

authority (including, without limitation, the National Association of Insurance
Commissioners), (iii) used in any suit, action or proceeding for the purpose of
defending itself, reducing its liability or protecting any of its claims,
rights, remedies or interests under or in connection with the Loan Documents (or
any Hedging Agreement with a Lender or the Administrative Agent) or (iv) for use
by accountants, auditors, attorneys or other professionals retained by such
Lender. Any Lender may, in connection with any assignment, proposed assignment,
participation or proposed participation pursuant to this Section 13.10, disclose
to the Purchasing Lender, proposed Purchasing Lender, Participant, proposed
Participant, or to any direct or indirect contractual counterparty in swap
agreements or such contractual counterparty's professional advisor any
information relating to the Borrower furnished to such Lender by or on behalf of
the Borrower; provided, that prior to any such disclosure, each such Purchasing
Lender, proposed Purchasing Lender, Participant or proposed Participant,
contractual counterparty or professional advisor shall agree to be bound by the
provisions of this Section 13.10(g).

        (h) Certain Pledges or Assignments. Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights under this
Agreement or any other Loan Document to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment of a security
interest shall release a Lender form any of its obligations hereunder or
substitute such pledgee or assignee for such Lender as a party hereto.

        SECTION 13.11 Amendments, Waivers and Consents. Except as set forth
below or as specifically provided in any Loan Document, any term, covenant,
agreement or condition of this Agreement or any of the other Loan Documents may
be amended or waived by the Lenders, and any consent given by the Lenders, if,
but only if, such amendment, waiver or consent is in writing signed by the
Required Lenders (or by the Administrative Agent with the consent of the
Required Lenders) and delivered to the Administrative Agent and, in the case of
an amendment, signed by the Borrower; provided, that no amendment, waiver or
consent shall (a) increase the Aggregate Commitment or increase the amount of
the Loans, (b) reduce the rate of interest or fees payable on any Loan or
Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan
or Reimbursement Obligation, (d) extend the originally scheduled time or times
of payment of the principal of any Loan or Reimbursement Obligation or the time
or times of payment of interest on any Loan or Reimbursement Obligation or any
fee or commission with respect thereto, (e) permit any subordination of the
principal or interest on any Loan or Reimbursement Obligation, (f) release the
Borrower from the Obligations (other than Hedging Obligations) hereunder, (g)
permit any assignment (other than as specifically permitted or contemplated in
this Agreement) of any of the Borrower's rights and obligations hereunder, (h)
release any material portion of the Collateral or release any Security Document
(other than asset sales permitted pursuant to Section 10.5 and as otherwise
specifically permitted or contemplated in this Agreement or the applicable
Security Document), or (i) amend the provisions of this Section 13.11 or the
definition of Required Lenders, in each case, without the prior written consent
of each Lender or (j) extend the time of the obligation of the Lenders holding
Revolving Credit Commitments to make or issue or participate in Letters of
Credit, in each case, without the prior written consent of each Lender. In
addition, no amendment, waiver or consent to the provisions of (a) Article XII
shall be



                                       76
<PAGE>

made without the written consent of the Administrative Agent and (b) Article III
without the written consent of the Issuing Lender.

        SECTION 13.12 Performance of Duties. The Borrower's obligations under
this Agreement and each of the other Loan Documents shall be performed by the
Borrower at its sole cost and expense.

        SECTION 13.13 Intentionally Omitted.

        SECTION 13.14 All Powers Coupled with Interest. All powers of attorney
and other authorizations granted to the Lenders, the Administrative Agent and
any Persons designated by the Administrative Agent or any Lender pursuant to any
provisions of this Agreement or any of the other Loan Documents shall be deemed
coupled with an interest and shall be irrevocable so long as any of the
Obligations remain unpaid or unsatisfied, any of the Commitments remain in
effect or the Credit Facility has not been terminated.

        SECTION 13.15 Survival of Indemnities. Notwithstanding any termination
of this Agreement, the indemnities to which the Administrative Agent and the
Lenders are entitled under the provisions of this Article XIII and any other
provision of this Agreement and the other Loan Documents shall continue in full
force and effect and shall protect the Administrative Agent and the Lenders
against events arising after such termination as well as before.

        SECTION 13.16 Titles and Captions. Titles and captions of Articles,
Sections and subsections in, and the table of contents of, this Agreement are
for convenience only, and neither limit nor amplify the provisions of this
Agreement.

        SECTION 13.17 Severability of Provisions. Any provision of this
Agreement or any other Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating the remainder of
such provision or the remaining provisions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.

        SECTION 13.18 Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and shall be binding
upon all parties, their successors and assigns, and all of which taken together
shall constitute one and the same agreement.

        SECTION 13.19 Term of Agreement. This Agreement shall remain in effect
from the Closing Date through and including the date upon which all Obligations
arising hereunder or under any other Loan Document shall have been indefeasibly
and irrevocably paid and satisfied in full and all Commitments have been
terminated. The Administrative Agent is hereby permitted to release all Liens on
the Collateral in favor of the Administrative Agent, for the ratable benefit of
itself and the Lenders, upon repayment of the outstanding principal of and all
accrued interest on the Loans, payment of all outstanding fees and



                                       77
<PAGE>

expenses hereunder and the termination of the Lender's Commitments. No
termination of this Agreement shall affect the rights and obligations of the
parties hereto arising prior to such termination or in respect of any provision
of this Agreement which survives such termination.

        SECTION 13.20 Advice of Counsel. Each of the parties represents to each
other party hereto that it has discussed this Agreement with its counsel.

        SECTION 13.21 No Strict Construction. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement.

        SECTION 13.22 Inconsistencies with Other Documents; Independent Effect
of Covenants.

        (a) In the event there is a conflict or inconsistency between this
Agreement and any other Loan Document, the terms of this Agreement shall
control; provided, that any provision of the Security Documents which imposes
additional burdens on the Borrower or its Subsidiaries or further restricts the
rights of the Borrower or its Subsidiaries or gives the Administrative Agent or
Lenders additional rights shall not be deemed to be in conflict or inconsistent
with this Agreement and shall be given full force and effect.

        (b) The Borrower expressly acknowledges and agrees that each covenant
contained in Articles VIII, IX, or X hereof shall be given independent effect.
Accordingly, the Borrower shall not engage in any transaction or other act
otherwise permitted under any covenant contained in Articles VIII, IX, or X if,
before or after giving effect to such transaction or act, the Borrower shall or
would be in breach of any other covenant contained in Articles VIII, IX, or X.

                           [Signature pages to follow]


                                       78
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers, all as of the day and
year first written above.

                                        FIDELITY NATIONAL INFORMATION
                                        SOLUTIONS, INC., as Borrower

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


                                        WACHOVIA BANK, NATIONAL ASSOCIATION,
                                        as Administrative Agent and Lender

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


                                        U.S. BANK NATIONAL ASSOCIATION,
                                        as Syndication Agent and Lender

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


                                        COMERICA BANK-CALIFORNIA, as Lender

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



<PAGE>

                                  Schedule 1.1
                            (Lenders and Commitments)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                                 COMMITMENT
                  LENDER                         PERCENTAGE                 COMMITMENT
-------------------------------------------------------------------------------------------------
<S>                                              <C>                        <C>
Wachovia Bank, National Association
Charlotte Plaza, CP-8
201 South College Street                            33.33%                  $25,000,000
Charlotte, North Carolina 28288-0680
Attention: Syndication Agency Services
Telephone No.: (704) 374-2698
Fax No.: (704) 383-0288
-------------------------------------------------------------------------------------------------
U.S. Bank, National Association
555 S.W. Oak Street, Suite 400
Mail Code PD-OR, P4CB
Portland, Oregon 97204                              33.33%                  $25,000,000
Attention:  Mr. Douglas Rich
Telephone No.: (503) 275-6738
Fax No.: (503) 275-5428
-------------------------------------------------------------------------------------------------
Comerica Bank-California
9920 So. La Cienega Blvd., 11th Floor
Inglewood, California  90301                        33.33%                  $25,000,000
Attention: Mr. Jim Cooper
Telephone No.: (310) 338-6245
Fax No.: (310) 338-2646
-------------------------------------------------------------------------------------------------
</TABLE>