<PAGE>

EXHIBIT 10.1

                           [THE BANK OF NEW YORK LOGO]

                                CREDIT AGREEMENT

                           dated as of March 31, 2004

                                      among

                             THE BISYS GROUP, INC.,
                                  as Borrower,

                            The Lenders Party Hereto,

                    FLEET NATIONAL BANK, JPMORGAN CHASE BANK,

             SUNTRUST BANK and WACHOVIA BANK, NATIONAL ASSOCIATION,

                            as Documentation Agents,

                                       and

                              THE BANK OF NEW YORK,
                             as Administrative Agent

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

                           BNY CAPITAL MARKETS, INC.,
                        as Lead Arranger and Book Runner

                                 Bryan Cave LLP
                           1290 Avenue of the Americas
                          New York, New York 10104-3300

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                                TABLE OF CONTENTS

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                                                                                                                      Page
                                                                                                                      ----
<S>                                                                                                                   <C>
ARTICLE 1. DEFINITIONS...........................................................................................       1

   SECTION 1.1     DEFINED TERMS.................................................................................       1
   SECTION 1.2     CLASSIFICATION OF LOANS AND BORROWINGS........................................................      12
   SECTION 1.3     TERMS GENERALLY...............................................................................      13
   SECTION 1.4     ACCOUNTING TERMS; GAAP........................................................................      13

ARTICLE 2. THE CREDITS...........................................................................................      13

   SECTION 2.1     COMMITMENTS...................................................................................      13
   SECTION 2.2     LOANS AND BORROWINGS..........................................................................      13
   SECTION 2.3     REQUESTS FOR REVOLVING AND TERM BORROWINGS....................................................      14
   SECTION 2.4     COMPETITIVE LOANS.............................................................................      14
   SECTION 2.5     SWINGLINE LOANS...............................................................................      16
   SECTION 2.6     FUNDING OF BORROWINGS.........................................................................      17
   SECTION 2.7     TERMINATION, REDUCTION AND INCREASE OF REVOLVING COMMITMENTS..................................      17
   SECTION 2.8     REPAYMENT OF LOANS; EVIDENCE OF DEBT..........................................................      18
   SECTION 2.9     PREPAYMENT OF LOANS...........................................................................      19
   SECTION 2.10       LETTERS OF CREDIT..........................................................................      19
   SECTION 2.11       PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SETOFFS.................................      21

ARTICLE 3. INTEREST, FEES, YIELD PROTECTION, ETC.................................................................      22

   SECTION 3.1     INTEREST......................................................................................      22
   SECTION 3.2     INTEREST ELECTIONS............................................................................      23
   SECTION 3.3     FEES..........................................................................................      24
   SECTION 3.4     ALTERNATE RATE OF INTEREST....................................................................      24
   SECTION 3.5     INCREASED COSTS; ILLEGALITY...................................................................      25
   SECTION 3.6     BREAK FUNDING PAYMENTS........................................................................      26
   SECTION 3.7     TAXES.........................................................................................      26
   SECTION 3.8     MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS................................................      26

ARTICLE 4. REPRESENTATIONS AND WARRANTIES........................................................................      27

   SECTION 4.1     ORGANIZATION; POWERS..........................................................................      27
   SECTION 4.2     AUTHORIZATION; ENFORCEABILITY.................................................................      27
   SECTION 4.3     GOVERNMENTAL APPROVALS; NO CONFLICTS..........................................................      27
   SECTION 4.4     FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE...............................................      27
   SECTION 4.5     PROPERTIES....................................................................................      28
   SECTION 4.6     LITIGATION AND ENVIRONMENTAL MATTERS..........................................................      28
   SECTION 4.7     COMPLIANCE WITH LAWS AND AGREEMENTS...........................................................      28
   SECTION 4.8     INVESTMENT AND HOLDING COMPANY STATUS.........................................................      28
   SECTION 4.9     TAXES.........................................................................................      28
   SECTION 4.10       ERISA......................................................................................      28
   SECTION 4.11       DISCLOSURE.................................................................................      29
   SECTION 4.12       SUBSIDIARIES...............................................................................      29
   SECTION 4.13       INSURANCE..................................................................................      29
   SECTION 4.14       LABOR MATTERS..............................................................................      29
   SECTION 4.15       SOLVENCY...................................................................................      29
   SECTION 4.16       FEDERAL RESERVE REGULATIONS................................................................      29

ARTICLE 5. CONDITIONS............................................................................................      30

   SECTION 5.1     CLOSING DATE..................................................................................      30
   SECTION 5.2     CONDITIONS TO EXTENSIONS OF CREDIT IN CONNECTION WITH ACQUISITIONS PERMITTED UNDER SECTION
                   7.4(L) OF THIS CREDIT AGREEMENT...............................................................      31
   SECTION 5.3     EACH CREDIT EVENT.............................................................................      31

ARTICLE 6. AFFIRMATIVE COVENANTS.................................................................................      32

   SECTION 6.1     FINANCIAL STATEMENTS AND OTHER INFORMATION....................................................      32
   SECTION 6.2     NOTICES OF MATERIAL EVENTS....................................................................      32
   SECTION 6.3     EXISTENCE; CONDUCT OF BUSINESS................................................................      33
   SECTION 6.4     PAYMENT OF OBLIGATIONS........................................................................      33
   SECTION 6.5     MAINTENANCE OF PROPERTIES.....................................................................      33
   SECTION 6.6     BOOKS AND RECORDS; INSPECTION RIGHTS..........................................................      33
</TABLE>

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<TABLE>
<S>                                                                                                                    <C>
   SECTION 6.7     COMPLIANCE WITH LAWS..........................................................................      33
   SECTION 6.8     USE OF PROCEEDS...............................................................................      33
   SECTION 6.9     INSURANCE.....................................................................................      34
   SECTION 6.10       ADDITIONAL SUBSIDIARIES....................................................................      34
   SECTION 6.11       ENVIRONMENTAL COMPLIANCE...................................................................      34

ARTICLE 7. NEGATIVE COVENANTSS...................................................................................      34

   SECTION 7.1     INDEBTEDNESS; EQUITY SECURITIES...............................................................      34
   SECTION 7.2     LIENS.........................................................................................      36
   SECTION 7.3     FUNDAMENTAL CHANGES; LINE OF BUSINESS; FISCAL YEAR............................................      36
   SECTION 7.4     INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS.....................................      37
   SECTION 7.5     ASSET SALES...................................................................................      38
   SECTION 7.6     SALE AND LEASE BACK TRANSACTIONS..............................................................      39
   SECTION 7.7     HEDGING AGREEMENTS............................................................................      39
   SECTION 7.8     RESTRICTED PAYMENTS...........................................................................      39
   SECTION 7.9     TRANSACTIONS WITH AFFILIATES..................................................................      39
   SECTION 7.10       RESTRICTIVE AGREEMENTS.....................................................................      39
   SECTION 7.11       AMENDMENT OF MATERIAL DOCUMENTS............................................................      40
   SECTION 7.12       FINANCIAL COVENANTS........................................................................      40

ARTICLE 8. EVENTS OF DEFAULT.....................................................................................      40

ARTICLE 9. THE ADMINISTRATIVE AGENT..............................................................................      41

ARTICLE 10. MISCELLANEOUS........................................................................................      43

   SECTION 10.1       NOTICES....................................................................................      43
   SECTION 10.2       WAIVERS; AMENDMENTS........................................................................      43
   SECTION 10.3       EXPENSES; INDEMNITY; DAMAGE WAIVER.........................................................      44
   SECTION 10.4       SUCCESSORS AND ASSIGNS.....................................................................      44
   SECTION 10.5       SURVIVAL...................................................................................      46
   SECTION 10.6       COUNTERPARTS; INTEGRATION; EFFECTIVENESS...................................................      46
   SECTION 10.7       SEVERABILITY...............................................................................      46
   SECTION 10.8       RIGHT OF SETOFF............................................................................      46
   SECTION 10.9       GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.................................      46
   SECTION 10.10      WAIVER OF JURY TRIAL.......................................................................      47
   SECTION 10.11      HEADINGS...................................................................................      47
   SECTION 10.12      INTEREST RATE LIMITATION...................................................................      47
   SECTION 10.13      TREATMENT OF CERTAIN INFORMATION...........................................................      47
</TABLE>

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SCHEDULES:

<TABLE>
<S>               <C>
Schedule 1.1      List of Existing Letters of Credit
Schedule 2.1      List of Commitments
Schedule 4.6      List of Disclosed Matters
Schedule 4.12     List of Subsidiaries
Schedule 4.13     List of Insurance
Schedule 7.1      List of Existing Indebtedness
Schedule 7.2      List of Existing Liens
Schedule 7.4      List of Existing Investments
Schedule 7.10     List of Existing Restrictions
</TABLE>

EXHIBITS:

<TABLE>
<S>               <C>
Exhibit A         Form of Assignment and Acceptance
Exhibit B         Form of Opinion of Counsel to the Loan Parties
Exhibit C         Form of Credit Request
Exhibit D         Form of Note
Exhibit D-1       Form of Swingline Note
Exhibit E         Form of Guarantee Agreement
Exhibit F         Form of Compliance Certificate
Exhibit G         Form of Revolving Increase Supplement
</TABLE>

<PAGE>
\
      CREDIT AGREEMENT, dated as of March 31, 2004, among THE BISYS GROUP, INC.,
the LENDERS party hereto, FLEET NATIONAL BANK, JPMORGAN CHASE BANK, SUNTRUST
BANK and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agents, and THE
BANK OF NEW YORK, as Administrative Agent.

      The parties hereto agree as follows:

                                   DEFINITIONS

      Defined Terms

            As used in this Credit Agreement, the following terms have the
meanings specified below:

            "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

            "Acquisition Related Contingent Payment" means a payment
constituting all or a portion of the purchase price payable in connection with
an acquisition permitted by Section 7.4(l), the maximum aggregate potential
amount of which payment cannot be determined in advance of the occurrence or
non-occurrence after the closing date of such acquisition of certain
contingencies.

            "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (i) the LIBO Rate for such Interest
Period multiplied by (ii) the Statutory Reserve Rate.

            "Administrative Agent" means BNY, in its capacity as administrative
agent for the Lenders hereunder.

            "Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.

            "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

            "Agents" means, collectively, the Administrative Agent and the
Documentation Agents.

            "Agreement Date" means the first date appearing in this Credit
Agreement.

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

            "Applicable Margin" means, at all times from and after the Agreement
Date and during the applicable periods set forth below: (i) with respect to ABR
Revolving Borrowings, the percentage set forth in the following table under the
heading "Revolving ABR Margin", (ii) with respect to Eurodollar Revolving
Borrowings and fees payable under Section 3.3(b), the percentage set forth in
the following table under the heading "Revolving Eurodollar Margin and LC Fee",
(iii) with respect to ABR Term Loan Borrowings, the percentage set forth in the
following table under the heading "Term ABR Margin", and (iv) with respect to
Eurodollar Term Loan Borrowings, the percentage set forth below under the
heading "Term Eurodollar Margin":

<TABLE>
<CAPTION>
When the Total Leverage Ratio is:
---------------------------------
 greater                                                  Revolving                                Term
 than or                              Revolving           Eurodollar           Term ABR         Eurodollar
equal to           and less than      ABR Margin      Margin and LC Fee         Margin            Margin
--------           -------------      ----------      -----------------         ------            ------
<S>                <C>                <C>             <C>                      <C>              <C>
                     2.00:1.00            0%                0.800%                0%              1.000%
2.00:1.00            2.50:1.00            0%                1.025%                0%              1.250%
2.50:1.00            3.00:1.00            0%                1.250%                0%              1.500%
3.00:1.00                                 0%                1.450%                0%              1.750%
</TABLE>

<PAGE>

            Changes in the Applicable Margin resulting from a change in the
Total Leverage Ratio shall be based upon the certificate most recently delivered
under Section 6.1(c) and shall become effective on the date such certificate is
delivered to the Administrative Agent. Notwithstanding anything to the contrary
in this definition, (i) if the Borrower shall fail to deliver to the
Administrative Agent such certificate on or prior to any date required hereby,
then the Total Leverage Ratio shall be deemed to be 3.00:1.00 from and including
such required date to the date of delivery to the Administrative Agent of such
certificate, and (ii) during the period commencing on the Closing Date and
ending on the date of delivery of the first such certificate, the Total Leverage
Ratio shall be deemed to be the Total Leverage Ratio set forth in the
certificate delivered under Section 5.1(l).

            "Applicable Percentage" means, with respect to any applicable
Lender, the percentage of the total Revolving Commitments represented by such
Lender's Revolving Commitment. If the Revolving Commitments have terminated or
expired, an applicable Lender's Applicable Percentage shall be determined by
dividing (i) the sum of such Lender's Revolving Credit Exposure plus the
outstanding principal balance of such Lender's Competitive Loans by (ii) the sum
of the aggregate amount of all applicable Lenders' Revolving Credit Exposures
plus the outstanding principal balance of all applicable Lenders' Competitive
Loans.

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

            "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 10.4), and accepted by the Administrative Agent,
substantially in the form of Exhibit A or in such other form as shall be
acceptable to the Administrative Agent.

            "Availability Period" means the period from and including the
Closing Date to but excluding the earlier of the Maturity Date and, if
different, the date of termination of the Revolving Commitments.

            "BNY" means The Bank of New York.

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

            "Borrower" means The BISYS Group, Inc., a Delaware corporation.

            "Borrowing" means (i) Revolving Loans or Term Loans, as applicable,
of the same Type made, converted or continued on the same date and, in the case
of Eurodollar Loans, as to which a single Interest Period is in effect, (ii) a
Competitive Loan or a group of Competitive Loans of the same Type made on the
same date and as to which a single Interest Period is in effect or (iii) a
Swingline Loan.

            "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed, provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

            "Capital Expenditures" of any Person means expenditures (whether
paid in cash or other consideration or accrued as a liability) for fixed or
capital assets (excluding any capitalized interest and any such asset acquired
in connection with normal replacement and maintenance programs properly charged
to current operations and excluding any replacement assets acquired with the
proceeds of insurance) made by such Person.

            "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

            "Change in Control" means (a) ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the date hereof), of shares representing
25% or more of the aggregate ordinary voting power or economic interests
represented by the issued and outstanding equity securities of the Borrower on a
fully diluted basis, (b) the occupation of a majority of the seats (other than
vacant seats) on the board of directors of the Borrower by Persons who were
neither (i) nominated by the board of directors of the Borrower nor (ii)
appointed by directors so nominated or (c) any change in control (or similar
event, however denominated) with respect to the Borrower or any of the
Subsidiaries shall occur under and as defined in any indenture or agreement in
respect of Indebtedness in an outstanding principal amount in excess of
$10,000,000 to which the Borrower or any Subsidiary is a party.

            "Change in Law" means (i) the adoption of any law, rule or
regulation after the Agreement Date, (ii) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the Agreement Date or (iii) compliance by any Credit Party (or,
for purposes of Section 3.5(b), by any lending office of such Credit Party or by
such

<PAGE>

Credit Party's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the Agreement Date.

            "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Term Loans, Competitive Loans or Swingline Loans, as applicable.

            "Closing Date" means the date on which the conditions specified in
Section 5.1 are satisfied (or waived in accordance with Section 10.2).

            "Code" means the Internal Revenue Code of 1986.

            "Commitments" means, collectively, the Revolving Commitments, the
Term Commitments, the Swingline Commitment and the Letter of Credit Commitments.

            "Compensation Financing" means, as to any Subsidiary which is a
principal underwriter or distributor of shares of an Investment Company and is
so designated in such Investment Company's then effective registration
statement, either (i) the incurrence by such Subsidiary, as such principal
underwriter or distributor, of Indebtedness, the proceeds of which are loaned by
it to a broker or dealer entitled to compensation in connection with the sale of
shares of such Investment Company, which loan is to be repaid by such broker or
dealer at the time of its receipt of Contingent Deferred Sales Commissions or
12b-1 Fees to which such broker or dealer is entitled as a result of such sale
or (ii) the sale by such Subsidiary as such principal underwriter or distributor
of Contingent Deferred Sales Commissions or 12b-1 Fees to which such principal
underwriter or distributor is entitled in connection with the sale of shares of
such Investment Company.

            "Competitive Bid" means an offer by a Lender to make a Competitive
Loan in accordance with Section 2.4.

            "Competitive Bid Rate" means, with respect to any Competitive Bid,
the Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

            "Competitive Bid Request" means a request by the Borrower for
Competitive Bids in accordance with Section 2.4.

            "Competitive Loan" means a Loan in dollars made pursuant to Section
2.4.

            "Compliance Certificate" means a certificate, substantially in the
form of Exhibit F.

            "Consolidated Adjusted EBITDA" means for any period, Consolidated
EBITDA for such period plus the sum of, without duplication, to the extent
deducted in determining Consolidated EBITDA, an amount equal to (i) the total
fees paid to Persons in connection with the acquisition of rights permitted by
Section 7.4(k) made after the Closing Date (not in excess of $50,000,000 in the
aggregate for all such fees for all such acquisitions), minus (ii) the amount
thereof which would be amortized during such period if such fees were
amortizable and assuming a five year useful life thereof.

            "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus the sum of, without duplication, (i) Consolidated Interest
Expense, (ii) provision for income taxes and (iii) depreciation, amortization
and all other non-cash charges for such period of the Borrower and the
Subsidiaries determined on a consolidated basis in accordance with GAAP, each to
the extent deducted in determining Consolidated Net Income for such period and
minus the sum of non-cash gains for such period to the extent included in
determining Consolidated Net Income for such period.

            "Consolidated Fixed Charges" means, for any period, the sum for such
period of, without duplication, the following items, each for the Borrower and
the Subsidiaries on a consolidated basis in accordance with GAAP: (i) all
scheduled payments of principal of Indebtedness, (ii) all payments in respect of
Capitalized Lease Obligations, (iii) Consolidated Interest Expense, (iv)
Acquisition Related Contingent Payments (whether paid or accrued), and (iv)
regularly scheduled principal payments on Subordinated Debt to the extent the
same is permitted to be paid pursuant to the subordination provisions applicable
thereto.

            "Consolidated Interest Expense" means, for any period, the sum of,
without duplication, all interest (adjusted to give effect to all interest rate
swap, cap, collar or other interest rate hedging arrangements and non-cash
amortization of fees in connection therewith, all as determined on a
consolidated basis in accordance with GAAP), paid or accrued in respect of
Indebtedness of the Borrower and the Subsidiaries on a consolidated basis in
accordance with GAAP during such period.

            "Consolidated Net Income" means, for any period, the sum of, without
duplication, net income of the Borrower and the Subsidiaries, determined on a
consolidated basis in accordance with GAAP for such period.

            "Consolidated Net Worth" means, at any date of determination, the
sum of all amounts which would be included under shareholders' equity on a
consolidated balance sheet of the Borrower and the Subsidiaries determined on a
consolidated basis in accordance with GAAP as at such date.

<PAGE>

            "Consolidated Senior Debt" means, at any date of determination, the
aggregate funded Indebtedness (including Capital Lease Obligations) on such date
of the Borrower and the Subsidiaries on a consolidated basis in accordance with
GAAP minus Subordinated Debt.

            "Consolidated Total Assets" means, at any date of determination, the
total assets of the Borrower and the Subsidiaries determined on a consolidated
basis in accordance with GAAP as at such date.

            "Consolidated Total Debt" means, at any date of determination, the
aggregate funded Indebtedness (including Capital Lease Obligations) on such date
of the Borrower and the Subsidiaries on a consolidated basis in accordance with
GAAP.

            "Contingent Deferred Sales Commissions" means amounts owed by an
Investment Company to the principal underwriter or distributor thereof (as
designated in such Investment Company's then effective registration statement
under the 1940 Act) as repayment for expenses incurred by such principal
underwriter or distributor pursuant to a written plan adopted by the
shareholders of such Investment Company.

            "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
The terms "Controlling" and "Controlled" have meanings correlative thereto.

            "Credit Event" has the meaning assigned to such term in Section 5.3.

            "Credit Parties" means the Administrative Agent, the Issuing Bank
and the Lenders.

            "Credit Request" means a Credit Request, substantially in the form
of Exhibit C, or in such other form as shall be acceptable to the Administrative
Agent.

            "Default" means any event or condition which constitutes an Event of
Default or that upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

            "Disclosed Matters" means the actions, suits, proceedings and
environmental matters disclosed in Schedule 4.6.

            "Documentation Agents" means Fleet National Bank, JPMorgan Chase
Bank, SunTrust Bank and Wachovia Bank, National Association, in their capacities
as documentation agent for the Lenders hereunder.

            "dollars" or "$" refers to lawful money of the United States of
America.

            "Domestic Subsidiary" means a Subsidiary incorporated or organized
under the laws of the United States of America, any State thereof or the
District of Columbia.

            "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

            "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of any Loan Party directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

            "Equity Interest" means (i) shares of corporate stock, partnership
interests, membership interests and any other interest that confers on a Person
the right to receive a share of the profits and losses of, or a distribution of
the assets of, the issuing Person and (ii) all warrants, options or other rights
to acquire any Equity Interest set forth in clause (i) of this defined term.

            "ERISA" means the Employee Retirement Income Security Act of 1974.

            "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower or any Subsidiary, is treated as
a single employer under Section 414(b) or (c) of the Code or, solely for
purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.

            "ERISA Event" means (i) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30 day notice period is waived); (ii)
the existence with respect to

<PAGE>

any Plan of an "accumulated funding deficiency" (as defined in Section 412 of
the Code or Section 302 of ERISA), whether or not waived; (iii) the filing
pursuant to Section 412(d) of the Code or Section 303(a) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (iv) the incurrence by the Borrower or any ERISA Affiliate of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(v) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (vi) the incurrence by the
Borrower or any ERISA Affiliate of any liability with respect to the withdrawal
or partial withdrawal from any Plan or Multiemployer Plan; or (vii) the receipt
by the Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

            "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

            "Event of Default" has the meaning assigned to such term in Article
8.

            "Excluded Taxes" means, with respect to any Credit Party or any
other recipient of any payment to be made by or on account of any obligation of
any Loan Party under any Loan Document, (a) income or franchise taxes imposed on
(or measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Credit Party, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which such Loan Party is located and (c) in the case of a
Foreign Lender, any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Credit
Agreement (or designates a new lending office) or is attributable to such
Foreign Lender's failure to comply with Section 3.7(e), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from such Loan Party with respect to such withholding tax pursuant to
Section 3.7(a).

            "Exempt Subsidiary" means each Subsidiary for so long as it is (i) a
registered broker-dealer, (ii) engaged in the insurance business and subject to
net capital rules or regulations of any Governmental Authority which would treat
the Guarantee under the Guarantee Agreement as a liability for purposes thereof
if such Subsidiary was a Subsidiary Guarantor, or (iii) holding no assets and
conducting no business.

            "Existing Letter of Credit" means any Letter of Credit set forth in
Schedule 1.1, but not any renewal or extension thereof.

            "Facility Fee Percentage" means, at all times from and after the
Agreement Date and during the applicable periods set forth in the following, the
percentage set forth below under the heading "Facility Fee Percentage":

<TABLE>
<CAPTION>
       WHEN THE TOTAL LEVERAGE RATIO IS:
       ---------------------------------
greater than or equal to         and less than        Facility Fee Percentage
------------------------         -------------        -----------------------
<S>                              <C>                  <C>
                                   2.00:1.00                  0.200%
        2.00:1.00                  2.50:1.00                  0.225%
        2.50:1.00                  3.00:1.00                  0.250%
        3.00:1.00                                             0.300%
</TABLE>

            Changes in the Facility Fee Percentage resulting from a change in
the Total Leverage Ratio shall be based upon the certificate most recently
delivered under Section 6.1(c) and shall become effective on the date such
certificate is delivered to the Administrative Agent. Notwithstanding anything
to the contrary in this definition, (i) if the Borrower shall fail to deliver to
the Administrative Agent such a certificate on or prior to any date required
hereby, the Total Leverage Ratio shall be deemed to be 3.00:1.00 from and
including such date to the date of delivery to the Administrative Agent of such
certificate, and (ii) during the period commencing on the Agreement Date and
ending on the date of delivery of the first such certificate, the Total Leverage
Ratio shall be deemed to be the Total Leverage Ratio set forth in the
certificate delivered under Section 5.1(l).

            "Federal Funds Effective Rate" means, for any day, a rate per annum
(expressed as a decimal, rounded upwards, if necessary, to the next higher 1/100
of 1%) equal to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day, provided that (i) if the day for
which such rate is to be determined is not a Business Day, the Federal Funds
Effective Rate for such day shall be such rate on such transactions on the next
preceding Business Day as so published on the next succeeding Business Day, and
(ii) if such rate is not so published for any day, the Federal Funds Effective
Rate for such day shall be the average of the quotations for such day on such
transactions received by BNY as determined by BNY and reported to the
Administrative Agent.

            "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

<PAGE>

            "Fixed Charge Coverage Ratio" means, at any date of determination,
the ratio of (i) an amount equal to Consolidated Adjusted EBITDA for the four
fiscal quarter period ending on such date or, if such date is not the last day
of a fiscal quarter, for the immediately preceding four fiscal quarter period
minus Capital Expenditures made during such period by the Borrower and the
Subsidiaries minus income taxes paid during such period to (ii) Consolidated
Fixed Charges for such period.

            "Fixed Rate" means, with respect to any Competitive Loan (other than
a Eurodollar Competitive Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid.

            "Fixed Rate Loan" means a Competitive Loan bearing interest at a
Fixed Rate.

            "Foreign Lender" means any Lender that is organized under the laws
of a jurisdiction other than that in which the applicable Loan Party is located.
For purposes of this definition, the United States of America, each State
thereof and the District of Columbia shall be deemed to constitute a single
jurisdiction.

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

            "GAAP" means generally accepted accounting principles in the United
States of America.

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

            "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (ii) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (iii)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor as to enable the primary obligor
to pay such Indebtedness or other obligation or (iv) as an account party in
respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation, provided that the term "Guarantee" shall not include
endorsements for collection or deposit in the ordinary course of business. The
term "Guaranteed" has a meaning correlative thereto.

            "Guarantee Agreement" means the Guarantee Agreement, substantially
in the form of Exhibit E, among the Borrower, the Subsidiary Guarantors and the
Administrative Agent, for the benefit of the Credit Parties.

            "Guarantee Documents" means the Guarantee Agreement and each other
guarantee agreement, instrument or other document executed or delivered pursuant
to Section 6.10 to guarantee any of the Obligations.

            "Hazardous Materials" means all explosive or radioactive substances
or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

            "Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price swap, cap, collar,
hedging or other like arrangement.

            "Increasing Lender" has the meaning assigned to such term in Section
2.7(d).

            "Indebtedness" of any Person means, without duplication, (i) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (iii) all obligations of such Person
upon which interest charges are customarily paid, (iv) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (v) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding accounts
payable, obligations under equipment servicing agreements and license, royalty
and similar fees, in each case incurred in the ordinary course of business),
(vi) all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed, (vii) all Guarantees by such
Person of Indebtedness of others, (viii) all Capital Lease Obligations of such
Person, (ix) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of guaranty and (x)
all obligations, contingent or otherwise, of such Person in respect of bankers'
acceptances. The Indebtedness of any Person shall include the Indebtedness of
any other entity (including any partnership in which such Person is a general
partner) to the extent such

<PAGE>

Person is liable therefor as a result of such Person's ownership interest in or
other relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

            "Indemnified Taxes" means Taxes other than Excluded Taxes.

            "Indemnitee" has the meaning assigned to such term in Section
10.3(b).

            "Interest Election Request" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 3.2.

            "Interest Payment Date" means (i) with respect to any ABR Loan, the
last day of each March, June, September and December, (ii) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Loan with an
Interest Period of more than three months' duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months' duration
after the first day of such Interest Period, (iii) with respect to any Fixed
Rate Loan, the last day of the Interest Period applicable to the Borrowing of
which such Loan is a part and, in the case of a Fixed Rate Loan with an Interest
Period of more than 90 days' duration (unless otherwise specified in the
applicable Competitive Bid Request), each day prior to the last day of such
Interest Period that occurs at intervals of 90 days' duration after the first
day of such Interest Period, and any other dates that are specified in the
applicable Competitive Bid Request as Interest Payment Dates with respect to
such Borrowing, (iv) with respect to any Swingline Loan, the day that such
Swingline Loan is required to be repaid and (v) with respect to all Loans, the
Maturity Date.

            "Interest Period" means (a) with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect, and (b) with respect to any
Fixed Rate Borrowing, the period (which shall not be less than seven days or
more than 180 days) commencing on the date of such Borrowing and ending on the
date specified in the applicable Competitive Bid Request, provided that (i) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day, unless, in the
case of a Eurodollar Borrowing only, such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end on
the next preceding Business Day, and (ii) any Interest Period pertaining to a
Eurodollar Borrowing that commences on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and,
in the case of a Revolving Borrowing or a Term Borrowing, thereafter shall be
the effective date of the most recent conversion or continuation of such
Borrowing.

            "Investment Company" means an investment company registered under
the 1940 Act.

            "Issuing Bank" means BNY, in its capacity as issuer of Letters of
Credit.

            "LC Disbursement" means a payment made by the Issuing Bank pursuant
to a Letter of Credit.

            "LC Exposure" means, at any time, (i) with respect to all of the
applicable Lenders, the sum, without duplication, of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrower at such time and (ii) with respect to each applicable Lender,
its Applicable Percentage of the amount determined under clause (i) above.

            "Lenders" means the Persons listed on Schedule 2.1 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance or a Revolving Increase Supplement, other than any such Person that
ceases to be a party hereto pursuant to an Assignment and Acceptance. Unless the
context otherwise requires, the term "Lenders" shall include the Swingline
Lender.

            "Letter of Credit" means any Existing Letter of Credit and any New
Letter of Credit.

            "Letter of Credit Commitment" means, with respect to the Issuing
Bank, the commitment of the Issuing Bank to issue Letters of Credit hereunder.
The amount of the Issuing Bank's Letter of Credit Commitment is $20,000,000.

            "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate of interest per annum as determined by the
Administrative Agent, equal to the rate, as reported by BNY to the
Administrative Agent, quoted by BNY to leading banks in the London interbank
market as the rate at which BNY is offering dollar deposits in an amount
approximately equal to its ratable share of such Eurodollar Borrowing for dollar
deposits with a maturity comparable to such Interest Period at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

            "Lien" means, with respect to any asset, (i) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (ii) the interest of a vendor or a lessor under any
conditional sale

<PAGE>

agreement, capital lease or title retention agreement relating to such asset and
(iii) in the case of securities, any purchase option, call or similar right of a
third party with respect to such securities.

            "Loan Documents" means this Credit Agreement, the Notes, the
Guarantee Documents and the documentation in respect of each Letter of Credit.

            "Loan Parties" means the Borrower and the Subsidiary Guarantors.

            "Loans" means the loans made by the Lenders to the Borrower pursuant
to this Credit Agreement.

            "Margin" means, with respect to any Competitive Loan bearing
interest at a rate based on the Adjusted LIBO Rate, the marginal rate of
interest, if any, to be added to or subtracted from the Adjusted LIBO Rate to
determine the rate of interest applicable to such Loan, as specified by the
Lender making such Loan in its related Competitive Bid.

            "Margin Stock" has the meaning assigned to such term in Regulation
U.

            "Material Adverse Effect" means a material adverse effect on (i) the
business, assets, operations, prospects or condition, financial or otherwise, of
the Borrower and the Subsidiaries, taken as a whole, (ii) the ability of any
Loan Party to perform any of its obligations under any Loan Document, or (iii)
the rights of or benefits available to any Credit Party under any Loan Document.

            "Material Indebtedness" means Indebtedness (other than Indebtedness
under the Loan Documents) or obligations in respect of one or more Hedging
Agreements, of any one or more of the Borrower and the Subsidiaries in an
aggregate principal amount exceeding $10,000,000. For purposes of determining
Material Indebtedness, the "principal amount" of the obligations of the Borrower
or any Subsidiary in respect of any Hedging Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that the
Borrower or such Subsidiary, as applicable, would be required to pay if such
Hedging Agreement were terminated at such time.

            "Maturity Date" means the earliest to occur of (i) March 31, 2008
and (ii) the date which is 185 days prior to the maturity of the Subordinated
Notes, provided, however, that clause (ii) above shall not be applicable on and
after the date on which the Subordinated Notes shall have been refinanced by the
Subordinated Refinancing Notes.

            "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

            "1940 Act" means the Investment Company Act of 1940, as amended, and
the rules promulgated thereunder, as amended.

            "New Letter of Credit" means any letter of credit issued pursuant to
this Credit Agreement and any successive renewals or extensions thereof.

            "Notes" means, collectively, (i) with respect to each Lender (other
than the Swingline Lender), a promissory note evidencing such Lender's Loans
payable to the order of such Lender (or, if required by such Lender, to such
Lender and its registered assigns) substantially in the form of Exhibit D and
(ii) with respect to the Swingline Lender a promissory note evidencing such
Swingline Lender's Swingline Loans payable to the order of the Swingline Lender
substantially in the form of Exhibit D-1.

            "Obligations" means (a) the due and punctual payment of (i)
principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, and (ii) each payment required to be
made by the Borrower under the Credit Agreement in respect of any Letter of
Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral, and
(iii) all other monetary obligations, including fees, commissions, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), of the Loan Parties to the
Credit Parties, or that are otherwise payable to any Credit Party, under the
Credit Agreement and the other Loan Documents, (b) the due and punctual
performance of all covenants, agreements, obligations and liabilities of the
Loan Parties under or pursuant to the Credit Agreement and the other Loan
Documents and (c) unless otherwise agreed upon in writing by the applicable
Lender party thereto, all obligations of the Borrower, monetary or otherwise,
under each Hedging Agreement entered into with a counterparty and that was a
Lender (or an Affiliate thereof) at the time such Hedging Agreement was entered
into.

            "Other Taxes" means any and all current or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, the Loan Documents.

<PAGE>

            "Participant" has the meaning assigned to such term in Section
10.4(e).

            "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA.

            "Permitted Encumbrances" means:

                  (a)Liens imposed by law for taxes that are not yet due or are
being contested in compliance with Section 6.4;

                  (b)landlords', vendors', carriers', warehousemen's,
mechanics', materialmen's, repairmen's and other like Liens imposed by law,
arising in the ordinary course of business and securing obligations that are not
overdue by more than 30 days or are being contested in compliance with Section
6.4;

                  (c)pledges and deposits made in the ordinary course of
business in compliance with workers' compensation, unemployment insurance and
other social security laws or regulations;

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

                  (e)judgment liens in respect of judgments that do not
constitute an Event of Default under clause (k) of Article 8;

                  (f)easements, zoning restrictions, rights of way and similar
encumbrances on real property imposed by law or arising in the ordinary course
of business that do not secure any monetary obligations and do not materially
detract from the value of the affected property or interfere with the ordinary
conduct of business of the Borrower or any Subsidiary;

                  (g)Liens in favor of a financial institution encumbering
deposits (including the right of setoff) held by such financial institution in
the ordinary course of its business and which are within the general parameters
customary in the banking industry; and

                  (h)Liens on Margin Stock to the extent that a prohibition on
such Liens would violate Regulation U.

            "Permitted Investments" means:

                  (a) direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of
America (or by any agency thereof to the extent that such obligations are backed
by the full faith and credit of the United States of America), in each case
maturing within six months from the date of acquisition thereof;

                  (b) dollar denominated investments in certificates of deposit,
banker's acceptances and time deposits maturing within one year from the date of
acquisition thereof issued or guaranteed by or placed with any Lender or any
other bank whose (or whose parent company's) unsecured non-credit supported
short-term commercial paper rating is (i) at least A-1 or the equivalent thereof
from Standard & Poor's Ratings Services, a division of The McGraw Hill
Companies, or any successor thereto, or (ii) at least P-1 or the equivalent
thereof from Moody's Investors Service, Inc. or any successor thereto;

                  (c) investments in commercial paper maturing within six months
from the date of acquisition thereof (i) issued by any Lender or any other bank
satisfying the criteria described in clause (b) of this definition (or by the
parent company thereof), (ii) issued by, or guaranteed by, any industrial or
financial company whose unsecured non-credit supported commercial paper rating
is (A) at least A-1 or the equivalent thereof from Standard & Poor's Ratings
Services, a division of The McGraw Hill Companies, or any successor thereto, or
(B) at least P-1 or the equivalent thereof from Moody's Investors Service, Inc.
or any successor thereto or (iii) guaranteed by any industrial or financial
company with a long term unsecured non-credit supported senior debt rating of at
least A or A-2, or the equivalent thereof, from Standard & Poor's Ratings
Services, a division of The McGraw Hill Companies, or any successor thereto or
Moody's Investors Service, Inc. or any successor thereto;

                  (d) direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, any State of the United
States of America or any political subdivision of any State or any public
instrumentality thereof, in each case maturing within six months from the date
of acquisition thereof and, at the time of acquisition thereof, having one of
the two highest ratings obtainable from Standard & Poor's Ratings Services, a
division of The McGraw Hill Companies, or any successor thereto or Moody's
Investors Service, Inc. or any successor thereto;

<PAGE>

                  (e) fully collateralized repurchase agreements with a term of
not more than 30 days for securities described in clause (a) of this definition
and entered into with any Lender or any other bank satisfying the criteria
described in clause (b) of this definition; and

                  (f) investments in money market funds substantially all the
assets of which are comprised of securities of the types described in clauses
(a) through (e) of this definition.

            "Permitted Notes" has the meaning set forth in Section 7.1(a)(xvii).

            "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

            "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower,
any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.

            "Prime Rate" means the rate of interest per annum publicly announced
from time to time by BNY as its prime commercial lending rate at its principal
office in New York City; each change in the Prime Rate being effective from and
including the date such change is publicly announced as being effective. The
Prime Rate is not intended to be lowest rate of interest charged by BNY in
connection with extensions of credit to borrowers.

            "Prior Credit Agreement" means the Credit Agreement, dated as of
June 30, 1999, among the Borrower, the lenders party thereto JPMorgan Chase
Bank, Bank One, NA, Wachovia Bank, National Association and Fleet National Bank,
as co-agents thereunder, and The Bank of New York, as administrative agent
thereunder.

            "Prior Loan Documents" means, collectively, the Prior Credit
Agreement, all guarantees, security agreements, security agreements, mortgages
and other Loan Documents (as defined therein).

            "Register" has the meaning assigned to such term in Section 10.4(c).

            "Regulation D" means Regulation D of the Board.

            "Regulation T" means Regulation T of the Board.

            "Regulation U" means Regulation U of the Board.

            "Regulation X" means Regulation X of the Board.

            "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

            "Required Lenders" means, at any time, Lenders having unused
Commitments (other than the Swingline Commitment), LC Exposure, Swingline
Exposure and outstanding Loans (other than Swingline Loans) representing greater
than 50% of the sum of the unused Commitments (other than the Swingline
Commitment), LC Exposure, Swingline Exposure and outstanding Loans (other than
Swingline Loans) of all Lenders.

            "Responsible Officer" means as to any Person, its President, Chief
Financial Officer, Treasurer, General Counsel, Secretary, any Vice President,
Assistant Secretary, Assistant Treasurer, or any other individual responsible
for (i) the management of the Borrower or any of the Subsidiaries or (ii)
monitoring or ensuring compliance with the Loan Documents.

            "Restricted Payment" means, as to any Person, (i) any dividend or
other distribution by such Person (whether in cash, securities or other
property) with respect to any Equity Interests of such Person, (ii) any payment
(whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such Equity Interest, (iii) any
payment of principal or interest or any purchase, redemption, retirement,
acquisition or defeasance with respect to any Indebtedness of such Person which
is subordinated to the payment of the Obligations and (iv) the acquisition for
value by such Person of any Equity Interests issued by such Person or any other
Person that Controls such Person.

            "Revolving Commitment" means, with respect to each Lender having a
Revolving Commitment, the commitment of such Lender to make Revolving Loans and
to acquire participations in Letters of Credit and Swingline Loans hereunder in
an aggregate outstanding amount not exceeding the amount of such Lender's
Revolving Commitment as set forth on Schedule 2.1, in the initial Revolving
Increase Supplement executed and delivered by such Lender, the Borrower and the
Administrative Agent or in the Assignment and Acceptance pursuant to which such
Lender shall have assumed its Revolving Commitment, as applicable, as such

<PAGE>

Revolving Commitment may be adjusted from time to time pursuant to Section 2.7
or pursuant to assignments by or to such Lender pursuant to Section 10.4. The
initial aggregate amount of the Revolving Commitments on the Agreement Date is
$300,000,000.

            "Revolving Credit Exposure" means, with respect to any Lender at any
time, the sum of the aggregate outstanding principal amount of such Lender's
Revolving Loans, LC Exposure and Swingline Exposure at such time.

            "Revolving Increase Supplement" means an increase supplement,
substantially in the form of Exhibit G.

            "Revolving Loan" means a loan referred to in Section 2.1(a) and made
pursuant to Section 2.6.

            "Rule 12b-1" means Rule 12b-1 promulgated under the 1940 Act.

            "Securitization" means the transfer or pledge of assets or interests
in assets to a trust, partnership, corporation or other entity, which transfer
or pledge is funded by such entity in whole or in part by the issuance of
instruments or securities that are paid principally from the cash flow derived
from such assets or interests in assets.

            "Senior Leverage Ratio" means, at any date of determination, the
ratio of (i) Consolidated Senior Debt on such date to (ii) Consolidated Adjusted
EBITDA for the four fiscal quarter period ending on such date or, if such date
is not the last day of a fiscal quarter, for the immediately preceding four
fiscal quarter period. For purposes of this definition, "Consolidated Senior
Debt" shall not include any Indebtedness incurred by the Borrower or any of the
Subsidiaries in connection with Compensation Financings to the extent permitted
by Section 7.1(a)(xi).

            "Significant Subsidiary" means any Subsidiary which, as of the last
day of the most recently completed fiscal quarter, satisfies any one or more of
the following three tests: (i) the Borrower and the other Subsidiaries'
investments in and advances to such Subsidiary exceed 10% of Consolidated Total
Assets, (ii) the Borrower and the other Subsidiaries' proportionate share of
Consolidated Total Assets (after intercompany eliminations) consisting of the
property of such Subsidiary exceeds 10% of Consolidated Total Assets or (iii)
the Borrower and the other Subsidiaries' equity in the income (not to include
losses) from continuing operations before income taxes, extraordinary items and
the cumulative effect of a change in accounting principles of such Subsidiary
exceeds 10% of the income (to include losses) from continuing operations before
income taxes, extraordinary items and the cumulative effect of a change in
accounting principles of the Borrower and the Subsidiaries determined on a
consolidated basis in accordance with GAAP.

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

            "Subordinated Debt" means, collectively, (i) Indebtedness in respect
of the Subordinated Notes and (ii) when issued, Indebtedness in respect of the
Subordinated Refinancing Notes.

            "Subordinated Indenture" means the Subordinated Indenture, dated as
of March 14, 2001, by and between the Borrower and Chase Manhattan Trust
Company, National Association, as Trustee, pursuant to which the Borrower issued
$300,000,000 principal amount of Subordinated Notes.

            "Subordinated Notes" means the 4% Convertible Subordinated Notes,
due March 15, 2006, and issued by the Borrower pursuant to the Subordinated
Indenture.

            "Subordinated Refinancing Notes" has the meaning assigned to such
term in Section 7.1(a)(xvi).

            "subsidiary" means, with respect to any Person (the "parent"), as of
any date, any corporation, limited liability company, partnership, association
or other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power is or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held by the parent or one or more
subsidiaries of the parent.

            "Subsidiary" means any subsidiary of the Borrower.

<PAGE>

            "Subsidiary Guarantor" means any Domestic Subsidiary (other than an
Exempt Subsidiary) that executes and delivers the Guarantee Agreement, in each
case in accordance with Sections 5.1(g) and 6.10.

            "Supermajority Lenders" means, at any time, Lenders having unused
Commitments (other than the Swingline Commitment), LC Exposure, Swingline
Exposure and outstanding Loans (other than Swingline Loans) representing greater
than or equal to 75% of the sum of the unused Commitments (other than the
Swingline Commitment), LC Exposure, Swingline Exposure and outstanding Loans
(other than Swingline Loans) of all Lenders.

            "Swingline Commitment" means, with respect to the Swingline Lender,
the commitment of the Swingline Lender to make Swingline Loans hereunder. The
amount of the Swingline Lender's Swingline Commitment is $20,000,000.

            "Swingline Exposure" means, at any time, the aggregate outstanding
principal amount of all Swingline Loans at such time. The Swingline Exposure of
any Lender at any time shall be its Applicable Percentage of the Swingline
Exposure at such time.

            "Swingline Lender" means BNY in its capacity as lender of Swingline
Loans hereunder.

            "Swingline Loan" means a loan referred to and made pursuant to
Section 2.5.

            "Swingline Rate" means, with respect to each Swingline Loan, the
rate per annum agreed to in writing by the Borrower and the Swingline Lender in
accordance with Section 2.5(b) as the interest rate that such Swingline Loan
shall bear, provided that if the Borrower and the Swingline Lender shall have
been unable to agree upon such interest rate for such Swingline Loan, the
Swingline Rate for such Swingline Loan shall be a rate per annum equal to the
Alternate Base Rate plus the Applicable Margin.

            "Taxes" means any and all current or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

            "Term Commitment" means, with respect to each Lender having a Term
Commitment, the commitment of such Lender to make a Term Loan in an amount not
exceeding the amount of such Lender's Term Commitment as set forth on Schedule
2.1 or in the Assignment and Acceptance pursuant to which such Lender shall have
assumed its Term Commitment, as applicable, as such Term Commitment may be
adjusted from time to time pursuant to assignments by or to such Lender pursuant
to Section 10.4. The amount of each Lender's Term Commitment on the Agreement
Date is set forth on Schedule 2.1. The aggregate amount of the Term Commitments
on the Agreement Date is $100,000,000.

            "Term Loan" means a loan referred to in Section 2.1(b) and made
pursuant to Section 2.6.

            "Total Leverage Ratio" means, at any date of determination, the
ratio of (i) Consolidated Total Debt on such date to (ii) Consolidated Adjusted
EBITDA for the four fiscal quarter period ending on such date or, if such date
is not the last day of a fiscal quarter, for the immediately preceding four
fiscal quarter period. For purposes of this definition, "Consolidated Total
Debt" shall not include any Indebtedness incurred by the Borrower or any of the
Subsidiaries in connection with Compensation Financings to the extent permitted
by Section 7.1(a)(xi).

            "Transactions" means (i) the execution, delivery and performance by
each Loan Party of each Loan Document to which it is a party, (ii) the borrowing
of the Loans and the issuance of the Letters of Credit and (iii) the use of the
proceeds of the Loans and the Letters of Credit.

            "12b-1 Fees" means all fees and distribution or other expenses
incurred under a plan adopted pursuant to Rule 12b-1 under the 1940 Act.

            "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to (i) in the case of a Revolving Loan or
Borrowing, the Adjusted LIBO Rate or the Alternate Base Rate, (ii) in the case
of a Swingline Loan, the Swingline Rate or (iii) in the case of a Competitive
Loan or Borrowing, the Adjusted LIBO Rate or a Fixed Rate.

            "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

      Classification of Loans and Borrowings

            For purposes of this Credit Agreement, Loans may be classified and
referred to by Class (e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar
Loan") or by Class and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings
may also be classified and referred to by Class (e.g., a "Revolving Borrowing")
or by Type (e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a
"Eurodollar Revolving Borrowing").

<PAGE>

      Terms Generally

            The definitions of terms herein shall apply equally to the singular
and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms.
The words "include", "includes" and "including" shall be deemed to be followed
by the phrase "without limitation". The word "will" shall be construed to have
the same meaning and effect as the word "shall". Unless the context requires
otherwise, (i) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (ii) any definition of or reference to any
law shall be construed as referring to such law as from time to time amended and
any successor thereto and the rules and regulations promulgated from time to
time thereunder, (iii) any reference herein to any Person shall be construed to
include such Person's successors and assigns, (iv) the words "herein", "hereof"
and "hereunder", and words of similar import, shall be construed to refer to
this Credit Agreement in its entirety and not to any particular provision
hereof, (v) all references herein to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, this Credit Agreement, and (vi) the words "asset" and "property"
shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights. Any reference to an "applicable Lender" means (i)
in the case of Revolving Borrowings, Swingline Loans and Letters of Credit,
Lenders having a Revolving Commitment, and (ii) in the case of Term Borrowings,
Lenders having a Term Commitment or Term Loans.

      Accounting Terms; GAAP

            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 herewith. Unless the context otherwise requires, any reference to a
fiscal period shall refer to the relevant fiscal period of the Borrower.

                                   THE CREDITS
      Commitments

            Subject to the terms and conditions hereof, each Lender having a
Revolving Commitment agrees to make Revolving Loans to the Borrower in dollars
from time to time during the Availability Period in an aggregate principal
amount that will not result in (i) such Lender's Revolving Credit Exposure
exceeding such Lender's Revolving Commitment or (ii) the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans exceeding the total Revolving Commitments. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Revolving Loans.

            Subject to the terms and conditions hereof, each Lender having a
Term Commitment severally agrees to make a Term Loan to the Borrower in dollars
in a single draw on the Closing Date in a principal amount not exceeding such
Term Commitment. Term Loans which are prepaid or repaid, in whole or in part,
may not be reborrowed.

      Loans and Borrowings

            Each (i) Revolving Loan shall be made as part of a Borrowing
consisting of Revolving Loans made by the applicable Lenders ratably in
accordance with their respective Revolving Commitments, (ii) each Term Loan
shall be made as part of a Borrowing consisting of Term Loans made by the
applicable Lenders in accordance with their respective Term Commitments, (iii)
each Competitive Loan shall be made in accordance with the procedures set forth
in Section 2.4 and (iv) each Swingline Loan shall be made in accordance with the
procedures set forth in Section 2.5. The failure of any applicable Lender to
make any Loan required to be made by it shall not relieve any other Lender of
its obligations hereunder, provided that the Revolving Commitments, Term
Commitments and Competitive Bids of the applicable Lenders are several, and no
Lender shall be responsible for any other Lender's failure to make Loans as
required.

            Subject to Section 3.4, each (i) Revolving Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans, as applicable, (ii) each
Term Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans, as
applicable, (iii) each Competitive Borrowing shall be comprised entirely of
Eurodollar Loans or Fixed Rate Loans, as applicable, and (iv) each Swingline
Borrowing shall be a Swingline Loan, in each case as the Borrower may request in
accordance with the provisions of this

<PAGE>

Credit Agreement. Each applicable Lender at its option may make any Eurodollar
Loan by causing any domestic or foreign branch or Affiliate of such Lender to
make such Loan, provided that any exercise of such option shall not affect the
obligation of the Borrower to repay such Loan in accordance with the terms of
this Credit Agreement.

            At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $3,000,000. At the time that each ABR
Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of $500,000 and not less than $1,000,000; provided that an ABR
Revolving Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the total Revolving Commitments or in an aggregate amount that
is required to finance the repayment of a Swingline Loan as contemplated by
Section 2.5(c) or the reimbursement of an LC Disbursement as contemplated by
Section 2.10(e). Each Competitive Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $5,000,000. Each
Swingline Borrowing shall be in an aggregate amount that is an integral multiple
of $100,000 and not less than $500,000. Borrowings of more than one Type may be
outstanding at the same time, provided that there shall not at any time be more
than a total of ten Eurodollar Borrowings outstanding.

            Notwithstanding any other provision of this Credit Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

      Requests for Revolving and Term Borrowings

            To request a Revolving Borrowing or a Term Borrowing, the Borrower
shall deliver a Credit Request to the Administrative Agent by hand or facsimile
(or transmit by electronic communication, if arrangements for doing so have been
approved by the Administrative Agent) or notify the Administrative Agent by
telephone, in each case to be promptly confirmed by the delivery to the
Administrative Agent of a signed Credit Request (i) in the case of a Eurodollar
Borrowing, not later than 11:00 a.m., New York City time, three Business Days
before the date of the proposed Borrowing or (ii) in the case of an ABR
Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of the proposed Borrowing. Each such Credit Request (including
each such telephonic request) shall be irrevocable and shall specify the
following information in compliance with Section 2.2:

                  the aggregate amount of the requested Borrowing;

                  the date of such Borrowing, which shall be a Business Day;

                  whether such Borrowing is to be a Revolving Borrowing or a
      Term Borrowing;

                  whether such Borrowing is to be an ABR Borrowing or a
      Eurodollar Borrowing;

                  in the case of a Eurodollar Borrowing, the initial Interest
      Period to be applicable thereto, which shall be a period contemplated by
      the definition of the term "Interest Period"; and

                  the location and number of the Borrower's account to which
      funds are to be disbursed, which shall comply with the requirements of
      Section 2.6.

            If no election as to the Type of Borrowing is specified, then the
requested Borrowing shall be an ABR Borrowing. If no Interest Period is
specified with respect to any requested Eurodollar Borrowing, then the Borrower
shall be deemed to have selected an Interest Period of one month's duration.
Promptly following receipt of a Credit Request in accordance with this Section,
the Administrative Agent shall advise each applicable Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

      Competitive Loans

            Subject to the terms and conditions set forth herein, from time to
time during the Availability Period, the Borrower may request Competitive Bids
for Competitive Loans denominated in dollars and may (but shall not have any
obligation to) accept Competitive Bids and borrow Competitive Loans; provided
that the aggregate principal amount of outstanding Competitive Loans at any time
shall not exceed an amount equal to 50% of the total Revolving Commitments as of
the date of such Borrowing. To request Competitive Bids, the Borrower shall
notify the Administrative Agent of such request by telephone, in the case of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, five
Business Days before the date of the proposed Borrowing and, in the case of a
Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one
Business Day before the date of the proposed Borrowing; provided that the
Borrower may submit in the aggregate up to (but not more than) four Competitive
Bid Requests on the same day, but a Competitive Bid Request shall not be made
within five Business Days after the date of any previous Competitive Bid
Request, unless any and all such previous Competitive Bid Requests shall have
been withdrawn or all Competitive Bids received in response thereto rejected.
Each such telephonic delivery or facsimile to the Administrative Agent of a
written Competitive Bid Request shall be confirmed promptly by hand delivery or
facsimile to the Administrative Agent of a written

<PAGE>

Competitive Bid Request in a form approved by the Administrative Agent and
signed by the Borrower. Each such telephonic and written Competitive Bid Request
shall specify the following information in compliance with Section 2.2:

                  the aggregate amount of the requested Borrowing;

                  the date of such Borrowing, which shall be a Business Day;

                  whether such Borrowing is to be a Eurodollar Borrowing or a
      Fixed Rate Borrowing;

                  the Interest Period to be applicable to such Borrowing, which
      shall be a period contemplated by the definition of the term "Interest
      Period"; and

                  the location and number of the Borrower's account to which
      funds are to be disbursed, which shall comply with the requirements of
      Section 2.2.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details
thereof by facsimile, inviting the Lenders to submit Competitive Bids.

            Each Lender may (but shall not have any obligation to) make one or
more Competitive Bids to the Borrower in response to a Competitive Bid Request.
Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent by
facsimile, in the case of a Eurodollar Competitive Borrowing, not later than
9:30 a.m., New York City time, three Business Days before the proposed date of
such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later
than 9:30 a.m., New York City time, on the proposed date of such Competitive
Borrowing. Competitive Bids that do not conform substantially to the form
approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the applicable Lender as
promptly as practicable. Each Competitive Bid shall specify (i) the principal
amount (which shall be a minimum of $5,000,000 and an integral multiple of
$1,000,000 and which may equal the entire principal amount of the Competitive
Borrowing requested by the Borrower) of the Competitive Loan or Loans that the
Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the
Lender is prepared to make such Loan or Loans (expressed as a percentage rate
per annum in the form of a decimal to no more than four decimal places) and
(iii) the Interest Period applicable to each such Loan and the last day thereof.

            The Administrative Agent shall promptly notify the Borrower by
facsimile of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid and the identity of the Lender that shall have made such
Competitive Bid.

            Subject only to the provisions of this paragraph, the Borrower may
in its sole and absolute discretion accept or reject any Competitive Bid. The
Borrower shall notify the Administrative Agent by telephone, confirmed by
facsimile in a form approved by the Administrative Agent, whether and to what
extent it has decided to accept or reject each Competitive Bid, in the case of a
Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time,
three Business Days before the date of the proposed Competitive Borrowing, and
in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City
time, on the proposed date of the Competitive Borrowing; provided that (i) the
failure of the Borrower to give such notice shall be deemed to be a rejection of
each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made
at a particular Competitive Bid Rate if the Borrower rejects a Competitive Bid
made at a lower Competitive Bid Rate, (iii) the aggregate amount of the
Competitive Bids accepted by the Borrower shall not exceed the aggregate amount
of the requested Competitive Borrowing specified in the related Competitive Bid
Request, (iv) to the extent necessary to comply with clause (iii) above, the
Borrower may accept Competitive Bids at the same Competitive Bid Rate in part,
which acceptance, in the case of multiple Competitive Bids at such Competitive
Bid Rate, shall be made pro rata in accordance with the amount of each
Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive
Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in
a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000;
provided further that if a Competitive Loan must be in an amount less than
$5,000,000 because of the provisions of clause (iv) above, such Competitive Loan
may be for a minimum of $1,000,000 or any integral multiple thereof, and in
calculating the pro rata allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv)
the amounts shall be rounded to integral multiples of $1,000,000 in a manner
determined by the Borrower. A notice given by the Borrower pursuant to this
paragraph shall be irrevocable.

            The Administrative Agent shall promptly notify each bidding Lender
by facsimile whether or not its Competitive Bid has been accepted (and, if so,
the amount and Competitive Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive Loan in respect of which its Competitive Bid has been accepted.

            If the Administrative Agent shall elect to submit a Competitive Bid
in its capacity as a Lender, it shall submit such Competitive Bid directly to
the Borrower at least one quarter of an hour earlier than the time by which the
other Lenders are required to submit their Competitive Bids to the
Administrative Agent pursuant to paragraph (b) of this Section.

<PAGE>

      Swingline Loans

            Subject to the terms and conditions set forth herein, the Swingline
Lender agrees to make Swingline Loans to the Borrower in dollars from time to
time on any Business Day during the period from the Closing Date to the sixth
Business Day preceding the last day of the Availability Period in an aggregate
principal amount at any time outstanding that will not result in (i) the
Swingline Exposure exceeding the Swingline Commitment or (ii) the sum of the
total Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans exceeding the total Revolving Commitments,
provided that the Swingline Lender shall not be required to make a Swingline
Loan to refinance an outstanding Swingline Loan. Notwithstanding the foregoing,
the Swingline Lender shall not be required to make a Swingline Loan if (A) any
applicable Lender shall be in default of its obligations under this Credit
Agreement or (B) any Credit Party shall have notified the Swingline Lender and
the Borrower in writing at least one Business Day prior to the date of the
proposed Borrowing of such Swingline Loan that the conditions set forth in
Section 5.3 have not been satisfied and such conditions remain unsatisfied as of
the requested time of the making of such Swingline Loan, provided, further, that
the Swingline Lender shall not make such Swingline Loan if Required Lenders
shall have so notified the Administrative Agent, the Swingline Lender and the
Borrower in writing and the conditions with respect to which such notice was
provided remain unsatisfied as of the requested time of the making of such
Swingline Loan. Each Swingline Loan shall be due and payable on the maturity
thereof, provided that in no event shall such maturity be later than the sixth
Business Day preceding the Maturity Date.

            To request a Swingline Loan, the Borrower shall notify the
Administrative Agent and the Swingline Lender by telephone (confirmed by
facsimile) no later than 2:00 p.m., New York City time, on the day of the
relevant Swingline Loan. Each such notice shall be irrevocable and shall specify
(i) the aggregate principal amount to be borrowed, (ii) the requested date
(which shall be a Business Day), and (iii) the requested Swingline Rate and
maturity date of the requested Swingline Loan which shall be not later than
seven Business Days after the making of such Swingline Loan. Subject to its
agreement with the Borrower on the applicable Swingline Rate, the Swingline
Lender will make the requested amount available promptly on that same day by
means of a credit to an account designated in writing by the Borrower not less
than one Business Day prior to such Loan or, in the case of a Swingline Loan
made to finance the reimbursement of an LC Disbursement as provided in Section
2.10(e) by remittance to the Issuing Bank.

            The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on any
Business Day require the applicable Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such notice
shall specify the aggregate amount of Swingline Loans in which the applicable
Lenders will participate. Promptly upon receipt of such notice, the
Administrative Agent will give notice thereof to each applicable Lender,
specifying in such notice such applicable Lender's Applicable Percentage of such
Swingline Loan or Swingline Loans. Each applicable Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to the
Administrative Agent, for the account of the Swingline Lender, such Lender's
Applicable Percentage of such Swingline Loan or Swingline Loans. Each applicable
Lender acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Revolving
Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each applicable Lender shall
comply with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.6 with respect to
Revolving Loans made by such Lender (and Section 2.6 shall apply, mutatis
mutandis, to the payment obligations of the Lenders), and the Administrative
Agent shall promptly pay to the Swingline Lender the amounts so received by it
from the applicable Lenders. The Administrative Agent shall notify the Borrower
of any participations in any Swingline Loan acquired pursuant to this paragraph,
and thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Borrower (or other party on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the applicable
Lenders that shall have made their payments pursuant to this paragraph and to
the Swingline Lender, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower of any default in the payment thereof.

            The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on any
Business Day notify the Administrative Agent that the Swingline Lender is
requesting that the applicable Lenders make an ABR Revolving Borrowing in an
amount equal to the outstanding principal balance and accrued interest on the
Swingline Loans, in which case (i) the Administrative Agent shall notify each
applicable Lender of the details thereof and of the amount of such Lender's Loan
to be made as part of such ABR Revolving Borrowing, and (ii) each Lender shall,
whether or not any Default shall have occurred and be continuing, any
representation or warranty shall be accurate, any condition to the making of any
loan hereunder shall have been fulfilled, or any other matter whatsoever, make
the Loan to be made by it under this paragraph by wire transfer of immediately
available funds to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders, (A) on such date, in
the event that such Lender shall have received notice of such ABR Revolving
Borrowing prior to 12:00 noon, New York City time, or (B) if such notice has not
been received by such Lender prior to such time on such date, then not later
than 1:00 p.m., New York City time, on (X) the Business Day that such Lender
receives such notice, if such notice is received prior to 12:00 noon, New York
City time, on the day of receipt or (Y) the Business Day immediately following
the day that such Lender receives such notice, if such notice is not received
prior to such time on the day of receipt. Such Loans shall, for all purposes
hereof, be deemed to be an ABR Revolving Borrowing referred to in Section 2.1(a)
and made pursuant to Section 2.3, and the Lenders obligations to make such Loans
shall be absolute and unconditional. The Administrative Agent will make such

<PAGE>

Loans available to the Swingline Lender by promptly crediting or otherwise
transferring the amounts so received, in like funds, to the Swingline Lender for
the purpose of repaying in full the Swingline Loans and all accrued interest
thereon.

      Funding of Borrowings

            Each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds by 1:00
p.m., New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders, provided
that Swingline Loans shall be made as provided in Section 2.5(a). Subject to
Section 5.3, the Administrative Agent will make such Loans available to the
Borrower by promptly crediting or otherwise transferring the amounts so
received, in like funds, to an account of the Borrower maintained with the
Administrative Agent and designated by the Borrower in the applicable Credit
Request or Competitive Bid Request, provided that ABR Revolving Loans made to
finance the reimbursement of an LC Disbursement as provided in Section 2.10(e)
shall be remitted by the Administrative Agent to the Issuing Bank, provided,
further that ABR Revolving Loans made to finance the repayment of a Swingline
Loan as provided in Section 2.5(d) shall be remitted by the Administrative Agent
to the Swingline Lender.

            Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.6(a), Section 2.5(c)
or Section 2.10(e) and may, in reliance upon such assumption, make available to
the Borrower, the Issuing Bank or the Swingline Lender, as applicable, a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower, the Issuing Bank or the Swingline Lender, as applicable, to but
excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the interest rate
that would be otherwise applicable to such Borrowing. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing.

      Termination, Reduction and Increase of Revolving Commitments

            Unless previously terminated, the Term Commitments shall terminate
upon the making of the Term Loans on the Closing Date and the Revolving
Commitments (together with the Letter of Credit Commitment and the Swingline
Commitment) shall terminate on the last day of the Availability Period.

            The Borrower may at any time terminate, or from time to time reduce,
the Revolving Commitments, provided that (i) the Borrower shall not terminate or
reduce the Revolving Commitments if, after giving effect to any concurrent
prepayment of the Revolving Loans in accordance with Section 2.9, the sum of the
Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans would exceed the total Revolving Commitments (ii) each such
reduction of the Revolving Commitments shall be in an amount that is an integral
multiple of $1,000,000 and not less than $3,000,000, and (iii) any reduction of
the Revolving Commitments to an amount below the LC Commitment or the Swingline
Commitment shall be automatically reduce the LC Commitment or the Swingline
Commitment, as applicable on a dollar for dollar basis.

            The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Revolving Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable, provided that a notice
of termination of the Revolving Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Each reduction, and any termination, of the
Revolving Commitments shall be permanent and each reduction of the Revolving
Commitments shall be made ratably among the applicable Lenders in accordance
with their respective Revolving Commitments.

            The Borrower may at any time and from time to time at its sole cost,
expense and effort, request any one or more of the Lenders having a Revolving
Commitment to increase its Revolving Commitment (the decision to increase the
Revolving Commitment of a Lender to be within the sole and absolute discretion
of such Lender), or any other Person reasonably satisfactory to the
Administrative Agent, the Swingline Lender and the Issuing Bank to provide a new
Revolving Commitment, by submitting to the Administrative Agent, the Swingline
Lender and the Issuing Bank a Revolving Increase Supplement duly executed by the
Borrower and each such Lender or other Person, as the case may be. The
Administrative Agent shall, subject to the negotiation of mutually acceptable
fees, use commercially reasonable efforts to secure such increased or new
Revolving Commitments on behalf of the Borrower. If such Revolving Increase
Supplement is in all respects reasonably satisfactory to the Administrative
Agent, the Swingline Lender and the Issuing Bank, it shall execute such
Revolving Increase Supplement and the Administrative Agent shall deliver a copy
thereof to the Borrower and each such Lender or other Person, as the case may
be. Upon execution and delivery of such Revolving Increase Supplement by the
Administrative Agent, the Swingline Lender and the Issuing Bank, (x) in the case
of each such Lender, its Revolving Commitment shall be increased to the amount
set forth in such Revolving Increase Supplement, (y) in the

<PAGE>

case of each such other Person, such other Person shall become a party hereto
and have the rights and obligations of a Lender under the Loan Documents and its
Revolving Commitment shall be as set forth in such Revolving Increase
Supplement; provided that:

                  immediately after giving effect thereto, the sum of all
      increases in the aggregate Revolving Commitments made pursuant to this
      Section 2.7(d) shall not exceed $100,000,000 and the total Revolving
      Commitments shall not exceed $400,000,000;

                  each such increase of the aggregate Revolving Commitments
      shall be in an amount not less than $10,000,000 or such amount plus an
      integral multiple of $5,000,000;

                  if Revolving Loans would be outstanding immediately after
      giving effect to any such increase, then simultaneously with such increase
      (1) each such increasing Lender, each such other Person and each other
      Lender having a Revolving Commitment shall be deemed to have entered into
      a master assignment and acceptance agreement, in form and substance
      substantially similar to Exhibit A, pursuant to which each such other
      Lender shall have assigned to each such increasing Lender and each such
      other Person a portion of its Revolving Loans necessary to reflect
      proportionately the Revolving Commitments as adjusted in accordance with
      this subsection (f), and (2) in connection with such assignment, each such
      increasing Lender and each such other Person shall pay to the
      Administrative Agent, for the account of each such other Lender, such
      amount as shall be necessary to reflect the assignment to it of Revolving
      Loans, and in connection with such master assignment each such other
      Lender may treat the assignment of Eurodollar Borrowings as a prepayment
      of such Eurodollar Borrowings for purposes of Section 3.6; and

                  each such other Person shall have delivered to the
      Administrative Agent and the Borrower all forms, if any, that are required
      to be delivered by such other Person pursuant to Section 3.7.

      Repayment of Loans; Evidence of Debt

            The Borrower hereby unconditionally promises to pay (i) to the
Administrative Agent for the account of each applicable Lender the then unpaid
principal amount of each Revolving Loan and Term Loan on the Maturity Date, (ii)
to the Administrative Agent for the account of each Lender which has made a
Competitive Loan, the then unpaid principal of such Lender's Competitive Loan on
the last day of the Interest Period applicable thereto, and (iii) to the
Swingline Lender the then unpaid principal amount of each Swingline Loan on the
earlier of (x) the maturity date selected by the Borrower for such Swingline
Loan and (y) the Maturity Date.

            On each date set forth below, the aggregate unpaid principal balance
of the Term Loans shall be due and payable in an amount equal to the amount set
forth in the following table adjacent to such date under the heading "Amount":

<TABLE>
<CAPTION>
       DATE                                AMOUNT
       ----                                ------
<S>                              <C>
  June 30, 2005                         $ 6,250,000
September 30, 2005                      $ 6,250,000
December 31, 2005                       $ 6,250,000
  March 31, 2006                        $ 6,250,000
  June 30, 2006                         $ 6,250,000
September 30, 2006                      $ 6,250,000
December 31, 2006                       $ 6,250,000
  March 31, 2007                        $ 6,250,000
  June 30, 2007                         $12,500,000
September 30, 2007                      $12,500,000
December 31, 2007                       $12,500,000
  Maturity Date                  remaining unpaid principal
                                 balance of the Term Loans
</TABLE>

            Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the debt of the Borrower to such Lender resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder.

            The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Class and Type thereof
and the Interest Period, if any, applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

            The entries made in the accounts maintained pursuant to paragraphs
(c) or (d) of this Section shall, to the extent not inconsistent with any
entries made in the Notes, be prima facie evidence of the existence and amounts
of the obligations recorded therein, provided that the failure of any Lender or
the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Loans in
accordance with the terms of this Credit Agreement.

<PAGE>

            The Loans made by each Lender (other than the Swingline Lender)
shall be evidenced by a Note payable to the order of such Lender, substantially
in the form of Exhibit D and the Swingline Loans made by the Swingline Lender
shall be evidenced by a Note payable to the order of the Swingline Lender,
substantially in the form of Exhibit D-1. In addition, if requested by a Lender,
its Note (or, in the case of the Swingline Lender, Notes) may be made payable to
such Lender and its registered assigns in which case all Loans evidenced by such
Note and interest thereon shall at all times (including after assignment
pursuant to Section 10.4) be represented by one or more Notes in like form
payable to the order of the payee named therein and its registered assigns.

      Prepayment of Loans

            Voluntary Prepayments. The Borrower shall have the right at any time
and from time to time to prepay any Borrowing in whole or in part, subject to
the requirements of this Section, provided that Competitive Loans and Swingline
Loans may not be voluntarily prepaid.

            Prepayments Resulting from the Reduction of the Total Revolving
Commitments. In the event of any partial reduction or termination of the
Revolving Commitments, then (i) at or prior to the date of such reduction or
termination, the Administrative Agent shall notify the Borrower and the
applicable Lenders of the sum of the Revolving Credit Exposures plus the
aggregate principal balance of outstanding Competitive Loans after giving effect
thereto and (ii) if such sum would exceed the total Revolving Commitments after
giving effect to such reduction or termination, then the Borrower shall, on the
date of such reduction or termination, prepay Revolving Borrowings in an amount
sufficient to eliminate such excess.

            Notice of Prepayment; Application of Prepayments. The Borrower shall
notify the Administrative Agent by telephone (confirmed by facsimile) of any
prepayment hereunder (i) in the case of a prepayment of a Eurodollar Borrowing,
not later than 11:00 a.m., New York City time, three Business Days before the
date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not
later than 11:00 a.m., New York City time, one Business Day before the date of
prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of each Borrowing or portion thereof to
be prepaid, provided that if a notice of prepayment is given in connection with
a conditional notice of termination of the Revolving Commitments as contemplated
by Section 2.7, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.7. Promptly following
receipt of any such notice relating to a Borrowing, the Administrative Agent
shall advise the Lenders of the contents thereof. Each partial prepayment of any
Revolving Borrowing under Section 2.9(a) shall, when added to the amount of each
concurrent reduction of the Revolving Commitments and prepayment of Revolving
Borrowings under such Sections, be in an integral multiple of $1,000,000 and not
less than $3,000,000. Each partial prepayment of any Term Borrowing under
Section 2.9(a) shall be in an integral multiple of $1,000,000 and not less than
$3,000,000. Each prepayment of a Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Each prepayment of Term Loans shall be
applied to the remaining installments of principal required under Section 2.8(b)
in the inverse order of maturity. Prepayments shall be accompanied by accrued
interest to the extent required by Section 3.1.

            All prepayments shall be subject to Section 3.6, if applicable.

      Letters of Credit

            General. Subject to the terms and conditions set forth herein, the
Borrower may request the issuance of New Letters of Credit denominated in
dollars for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the period from the Closing Date to the tenth Business Day preceding the
last day of the Availability Period. In the event of any inconsistency between
the terms and conditions of this Credit Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the
Borrower to, or entered into by the Borrower with, the Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Credit Agreement shall
control.

            Notice of Issuance; Amendment; Renewal; Extension; Certain
Conditions. To request the issuance of a New Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or facsimile (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (not later than three Business Days before the
requested date of issuance, amendment, renewal or extension) a Credit Request
requesting the issuance of a New Letter of Credit, or identifying the New Letter
of Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day), the
date on which such New Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount of such New Letter of Credit, the
name and address of the beneficiary thereof and such other information as shall
be necessary to prepare, amend, renew or extend such New Letter of Credit. If
requested by the Issuing Bank, the Borrower also shall submit a letter of credit
application on the Issuing Bank's standard form in connection with any request
for a New Letter of Credit. A New Letter of Credit shall be issued, amended,
renewed or extended only if (and, upon issuance, amendment, renewal or extension
of each New Letter of Credit, the Borrower shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or
extension, (i) the LC Exposure shall not exceed the Letter of Credit Commitment
and (ii) the total Revolving Credit Exposures plus the aggregate principal
amount of outstanding Competitive Loans shall not exceed the total Revolving
Commitments.

            Expiration Date. Each New Letter of Credit shall expire at or prior
to the close of business on the earlier of (i) the date that is one year after
the date of the issuance of such New Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension) and (ii)
the date that is ten Business Days prior to the Maturity Date, provided that any
New

<PAGE>

Letter of Credit may provide for the renewal thereof for additional one year
periods (which shall in no event extend beyond the date that is ten Business
Days prior to the Maturity Date).

            Participations. By the issuance of a New Letter of Credit (or an
amendment to a New Letter of Credit increasing the amount thereof) or, in the
case of an Existing Letter of Credit, the execution and delivery of this Credit
Agreement, and without any further action on the part of the Issuing Bank or the
Lenders, the Issuing Bank hereby grants to each Lender having a Revolving
Commitment, and each such Lender hereby acquires from the Issuing Bank, a
participation in each Letter of Credit equal to such Lender's Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each such Lender
hereby absolutely and unconditionally agrees to pay to the Administrative Agent,
for the account of the Issuing Bank, such Lender's Applicable Percentage of each
LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on
the date due as provided in paragraph (e) of this Section, or of any
reimbursement payment required to be refunded to the Borrower for any reason.
Each such Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Revolving Commitments, and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever;
provided, however, that no Lender shall be obligated to make any payment to the
Administrative Agent for any wrongful LC Disbursement made by the Issuing Bank
as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of the Issuing Bank.

            Reimbursement. If the Issuing Bank shall make any LC Disbursement in
respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement
not later than 4:00 p.m., New York City time, on the date that such LC
Disbursement is made, if the Borrower shall have received written notice (by
hand delivery or telecopy) of such LC Disbursement prior to 12:00 noon, New York
City time, on such date, or if such written notice has not been received by the
Borrower prior to such time on such date, then not later than 4:00 p.m., New
York City time, on (i) the Business Day that the Borrower receives such written
notice, if such written notice is received prior to 12:00 noon, New York City
time, on the day of receipt or (ii) the Business Day immediately following the
day that the Borrower receives such written notice, if such written notice is
not received prior to such time on the day of receipt, provided that (A) in
addition to such written notice, (x) the officers of the Administrative Agent
primarily responsible for the administration of this Agreement shall, promptly
after they receive notice that a draft in respect of such LC Disbursement has
been presented to the Issuing Bank, use reasonable efforts to notify the
Borrower of such draft by telephone and (y) the Administrative Agent shall,
promptly after it receives notice that such LC Disbursement has been made, use
reasonable efforts to notify the Borrower of such LC Disbursement by telephone
prior to the delivery of such written notice, provided, further, that the
failure of the Borrower to receive any such telephonic notice from the
Administrative Agent or any officer thereof shall not in any manner affect the
Borrower's obligation to reimburse such LC Disbursement in accordance with the
terms of this Section, and (B) if such LC Disbursement is not less than
$500,000, the Borrower may, subject to the conditions of borrowing set forth
herein, request in accordance with Section 2.3 or 2.5 that such payment be
financed with an ABR Revolving Borrowing or a Swingline Loan in an equivalent
amount and, to the extent so financed, the Borrower's obligation to make such
payment shall be discharged and replaced by the resulting ABR Borrowing or
Swingline Loan, as applicable. If the Borrower fails to make such payment under
this paragraph when due, the Administrative Agent shall notify each Lender of
the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lender's Applicable Percentage thereof. Promptly
following receipt of such notice, each Lender shall pay to the Administrative
Agent its Applicable Percentage of the payment then due from the Borrower, in
the same manner as provided in Section 2.6 with respect to Loans made by such
Lender (and Section 2.6 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to
the Issuing Bank the amounts so received by it from the Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such
payment to the Issuing Bank or, to the extent that Lenders have made payments
pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders
and the Issuing Bank as their interests may appear. Any payment made by a Lender
pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement
(other than the funding of ABR Revolving Loans or Swingline Loans as
contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.

            Obligations Absolute. The Borrower's obligations to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Credit Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or any Loan Document, or any term or provision therein, (ii)
any draft or other document presented under a Letter of Credit proving to be
forged, fraudulent, insufficient or invalid in any respect or any statement
therein being untrue or inaccurate in any respect, (iii) payment by the Issuing
Bank under a Letter of Credit against presentation of a draft or other document
that does not comply with the terms of such Letter of Credit, or any other event
or circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrower's obligations
hereunder. Neither any Credit Party nor any of their respective Related Parties
shall have any liability or responsibility by reason of or in connection with
the issuance or transfer of any Letter of Credit or any payment or failure to
make any payment thereunder (irrespective of any of the circumstances referred
to in the preceding sentence), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Bank;
provided that the foregoing shall not be construed to excuse the Issuing Bank
from liability to the Borrower to the extent of any direct damages (as opposed
to consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower
that are

<PAGE>

caused by the Issuing Bank's failure to exercise care when determining whether
drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross
negligence or willful misconduct on the part of the Issuing Bank (as finally
determined by a court of competent jurisdiction), the Issuing Bank shall be
deemed to have exercised care in each such determination. In furtherance of the
foregoing and without limiting the generality thereof, the parties agree that,
with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

            Disbursement Procedures. The Issuing Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. The Issuing Bank shall promptly notify (which
may include telephonic notice, promptly confirmed by facsimile) the
Administrative Agent and the Borrower of such demand for payment and whether the
Issuing Bank has made or will make an LC Disbursement thereunder; provided that
any failure to give or delay in giving such notice shall not relieve the
Borrower of its obligation to reimburse the Issuing Bank and the applicable
Lenders with respect to any such LC Disbursement.

            Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 3.1(d) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing
Bank shall be for the account of such Lender to the extent of such payment.

            Cash Collateral. If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with LC Exposure representing greater than 50% of
the total LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph, the Borrower shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
applicable Lenders, an amount in cash equal to the LC Exposure as of such date
plus any accrued and unpaid interest thereon; provided that the obligation to
deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to the
Borrower described in clause (h) or (i) of Article 8. Such deposit shall be held
by the Administrative Agent as collateral for the payment and performance of the
obligations of the Borrower under this Credit Agreement. The Administrative
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Such deposit shall not bear interest, nor
shall the Administrative Agent be under any obligation whatsoever to invest the
same, provided, however, that, at the request of the Borrower, such deposit
shall be invested by the Administrative Agent in direct short term obligations
of, or short term obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America, in each case
maturing no later than the expiry date of the Letter of Credit giving rise to
the relevant LC Exposure. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall be applied by the
Administrative Agent to reimburse the Issuing Bank for LC Disbursements for
which it has not been reimbursed and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of the Borrower for
the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Lenders with LC Exposure representing
greater than 50% of the total LC Exposure), be applied to satisfy other
obligations of the Borrower under this Credit Agreement. If the Borrower is
required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived.

      Payments Generally; Pro Rata Treatment; Sharing of Setoffs

            Each Loan Party shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal of Loans, LC
Disbursements, interest or fees, or of amounts payable under Sections 3.5, 3.6,
3.7 or 10.3, or otherwise) prior to 12:00 noon, New York City time, on the date
when due, in immediately available funds, without setoff or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its office at One Wall Street, New
York, New York, or such other office as to which the Administrative Agent may
notify the other parties hereto, except payments to be made to the Issuing Bank
or Swingline Lender as expressly provided herein and except that payments
pursuant to Sections 3.5, 3.6, 3.7 and 10.3 shall be made directly to the
Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment hereunder shall be
due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
All payments hereunder shall be made in dollars.

            Each Borrowing, each payment or prepayment of principal of any
Borrowing, each payment of interest on the Loans, each payment of fees, each
reduction of the Revolving Commitments and each conversion of any Borrowing to
or continuation of any Borrowing as a Borrowing of any Type shall be allocated
pro rata among the applicable Lenders in accordance

<PAGE>

with their respective applicable Commitments (or, if such Commitments shall have
expired or been terminated, in accordance with the respective principal amounts
of their outstanding Loans). Each Lender agrees that in computing such Lender's
portion of any Borrowing to be made hereunder, the Administrative Agent may, in
its discretion, round each Lender's percentage of such Borrowing to the next
higher or lower whole dollar amount. If at any time insufficient funds are
received by and available to the Administrative Agent to pay fully all amounts
of principal of Loans, unreimbursed LC Disbursements, interest, fees and
commissions then due hereunder, such funds shall be applied (i) first, towards
payment of interest, fees and commissions then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest, fees and
commissions then due to such parties and (ii) second, towards payment of
principal of Loans and unreimbursed LC Disbursements then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal
of Loans and unreimbursed LC Disbursements then due to such parties.

            If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of, or
interest on, any of its Loans or participations in LC Disbursements or Swingline
Loans resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans and participations in LC Disbursements or
Swingline Loans and accrued interest thereon than the proportion received by any
other applicable Lender, then the applicable Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the Loans
and participations in LC Disbursements or Swingline Loans of other applicable
Lenders to the extent necessary so that the benefit of all such payments shall
be shared by the applicable Lenders ratably in accordance with the aggregate
amount of principal of, and accrued interest on, their respective Loans and
participations in LC Disbursements or Swingline Loans, provided that (i) if any
such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Credit Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans or participations in LC Disbursements or Swingline Loans to any assignee
or participant, other than to the Borrower or any Subsidiary or Affiliate
thereof (as to which the provisions of this paragraph shall apply). Each Loan
Party consents to the foregoing and agrees, to the extent it may effectively do
so under applicable law, that any Lender acquiring a participation pursuant to
the foregoing arrangements may exercise against such Loan Party rights of setoff
and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of such Loan Party in the amount of such participation.

            Unless the Administrative Agent shall have received notice from a
Loan Party prior to the date on which any payment is due to the Administrative
Agent for the account of the applicable Credit Parties hereunder that such Loan
Party will not make such payment, the Administrative Agent may assume that such
Loan Party has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to such Credit Parties the amount due.
In such event, if such Loan Party has not in fact made such payment, then each
such Credit Party severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Credit Party with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.

            If any Credit Party shall fail to make any payment required to be
made by it pursuant to Section 2.5(d), 2.6(b) or 2.10(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Credit Party to satisfy such Credit Party's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

                     INTEREST, FEES, YIELD PROTECTION, ETC.

      Interest

            The Loans comprising each ABR Borrowing (other than Swingline Loans)
shall bear interest at the Alternate Base Rate plus the Applicable Margin. Each
Swingline Loan shall bear interest at the Swingline Rate unless, pursuant to the
provisions of this Credit Agreement, the Swingline Rate is determined by
reference to the Alternate Base Rate, in which case such Loan shall bear
interest at the Alternate Base Rate plus the Applicable Margin.

            The Loans comprising each Eurodollar Borrowing shall bear interest
(i) in the case of a Eurodollar Revolving Loan, at the Adjusted LIBO Rate for
the Interest Period in effect for such Borrowing plus the Applicable Margin, or
(ii) in the case of a Eurodollar Competitive Loan, at the Adjusted LIBO Rate for
the Interest Period in effect for such Borrowing plus (or minus, as applicable)
the Margin applicable to such Loan.

            Each Fixed Rate Loan shall bear interest at the Fixed Rate
applicable to such Loan.

            Notwithstanding the foregoing, if any principal of or interest on
any Loan, any reimbursement obligation in respect of any LC Disbursement or any
fee or other amount payable by the Borrower hereunder is not paid when due,
whether at stated maturity, upon acceleration or otherwise, such overdue amount
shall bear interest, after as well as before judgment, at a rate
<PAGE>

annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraph of
this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Revolving Borrowings and Term Borrowings as provided in the
preceding paragraph of this Section. In addition, notwithstanding the foregoing,
if an Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Required Lenders, so notifies the Borrower, then,
so long as such Event of Default is continuing, all outstanding principal of
each Loan and all unreimbursed reimbursement obligations in respect of all LC
Disbursements shall, without duplication of amounts payable under the preceding
sentence, bear interest, after as well as before judgment, at a rate per annum
equal to 2% plus the rate otherwise applicable to such Loan as provided in the
preceding paragraph of this Section or to such unreimbursed reimbursement
obligations in accordance with Section 2.10(h).

            Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan, provided that (i) interest accrued pursuant
to paragraph (d) of this Section shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan (other than the prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment, (iii) in the event of any conversion of any Eurodollar
Loan prior to the end of the current Interest Period therefor, accrued interest
on such Loan shall be payable on the effective date of such conversion, and (iv)
all accrued interest shall be payable upon termination of the Revolving
Commitments and on the Maturity Date.

            All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the Alternate Base Rate
at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent clearly demonstrable error.

      Interest Elections

            Each Borrowing initially shall be of the Type specified in the
applicable Credit Request and, in the case of a Eurodollar Borrowing, shall have
an initial Interest Period as specified in such Credit Request. Thereafter, the
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest
Periods therefor, all as provided in this Section. The Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the applicable
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing. This Section shall
not apply to Competitive Borrowings or Swingline Borrowings, which may not be
converted or continued.

            To make an election pursuant to this Section, the Borrower shall
deliver to the Administrative Agent a signed Interest Election Request in a form
approved by the Administrative Agent (or notify the Administrative Agent by
telephone, to be promptly confirmed by delivery to the Administrative Agent of a
signed Interest Election Request) by the time that a Credit Request would be
required under Section 2.3 if the Borrower were requesting a Borrowing of the
Type resulting from such election to be made on the effective date of such
election.

            Each such telephonic and written Interest Election Request shall be
irrevocable and shall specify the following information:

                  the Borrowing to which such Interest Election Request applies
      and, if different options are being elected with respect to different
      portions thereof, the portions thereof to be allocated to each resulting
      Borrowing (in which case the information to be specified pursuant to
      clauses (iii) and (iv) of this paragraph shall be specified for each
      resulting Borrowing);

                  the effective date of the election made pursuant to such
      Interest Election Request, which shall be a Business Day;

                  whether the resulting Borrowing is to be an ABR Borrowing or a
      Eurodollar Borrowing; and

                  if the resulting Borrowing is a Eurodollar Borrowing, the
      Interest Period to be applicable thereto after giving effect to such
      election, which shall be a period contemplated by the definition of the
      term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

            Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each applicable Lender of the details thereof
and of such Lender's portion of each resulting Borrowing.

            If the Borrower fails to deliver a timely Interest Election Request
prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period, such
Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is

<PAGE>

continuing and the Administrative Agent, at the request of the Required Lenders,
so notifies the Borrower, then, so long as an Event of Default is continuing,
(i) no outstanding Borrowing may be converted to or continued as a Eurodollar
Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted
to an ABR Borrowing at the end of the Interest Period applicable thereto.

      Fees

            The Borrower agrees to pay to the Administrative Agent for the
account of each Lender having a Revolving Commitment, a facility fee, which
shall accrue at a rate per annum equal to the Facility Fee Percentage on the
daily amount of the Revolving Commitment of such Lender (regardless of usage)
during the period from and including the date on which this Credit Agreement
becomes effective pursuant to Section 10.6 to but excluding the date on which
such Revolving Commitment terminates; provided that, if such Lender continues to
have any Revolving Credit Exposure after its Revolving Commitment terminates,
then such facility fee shall continue to accrue on the daily amount of such
Lender's Revolving Credit Exposure from and including the date on which such
Lender's Revolving Commitment terminates to but excluding the date on which such
Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall
be payable in arrears on the last day of March, June, September and December of
each year, each date on which the Revolving Commitments are permanently reduced
and on the date on which the Revolving Commitments terminate, commencing on the
first such date to occur after the Agreement Date, provided that all unpaid
facility fees shall be payable on the date on which the Revolving Commitments
terminate and provided further that facility fees which accrue after the
Revolving Commitments terminate shall be payable on demand. All facility fees
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).

            The Borrower agrees to pay (i) to the Administrative Agent for the
account of each Lender having a Revolving Commitment a participation fee with
respect to its participations in Letters of Credit, which shall accrue at a rate
per annum equal to the Applicable Margin on the average daily amount of such
Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the Closing Date to but
excluding the later of the date on which such Lender's Revolving Commitment
terminates and the date on which such Lender ceases to have any LC Exposure and
(ii) to the Issuing Bank for its own account a fronting fee, which shall accrue
at the rate or rates per annum separately agreed upon between the Borrower and
the Issuing Bank on the average daily amount of the LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the Closing Date to but excluding the later of the date of
termination of the Revolving Commitments and the date on which there ceases to
be any LC Exposure, as well as the Issuing Bank's standard fees with respect to
the issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder, provided that for the purposes of this clause
(ii) only, Existing Letters of Credit shall be deemed to have been issued
pursuant to this Credit Agreement. Accrued participation fees and fronting fees
shall be payable in arrears on the last day of March, June, September and
December of each year, commencing on the first such date to occur after the date
hereof; provided that all such fees shall be payable on the date on which the
Revolving Commitments terminate and any such fees accruing after the date on
which the Revolving Commitments terminate shall be payable on demand. Any other
fees payable to the Issuing Bank pursuant to this paragraph shall be payable
within ten days after demand. All participation fees and fronting fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).

            The Borrower agrees to pay to each Credit Party, for its own
account, fees and other amounts payable in the amounts and at the times
separately agreed upon between the Borrower and such Credit Party.

            All fees and other amounts payable hereunder shall be paid on the
dates due, in immediately available funds. Fees and other amounts paid shall not
be refundable under any circumstances.

      Alternate Rate of Interest

            If prior to the commencement of any Interest Period for a Eurodollar
Borrowing:

                  the Administrative Agent determines (which determination shall
      be conclusive absent manifest error) that adequate and reasonable means do
      not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as
      applicable, for such Interest Period; or

                  (b) the Administrative Agent is advised by any Lender that the
      Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
      Period will not adequately and fairly reflect the cost to such Lender of
      making or maintaining its Loan included in such Borrowing for such
      Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Revolving Borrowing
shall be ineffective and any Eurodollar Revolving Borrowing so requested to be
continued shall be converted to an ABR Borrowing on the last day of the current
Interest Period with respect thereto, (ii) if any Borrowing Request requests a
Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing
and (iii) any request by the Borrower for a Eurodollar Competitive Borrowing
shall be ineffective; provided that if the

<PAGE>

circumstances giving rise to such notice do not affect all the Lenders, then
requests for Eurodollar Competitive Borrowings may be made to Lenders that are
not affected thereby.

      Increased Costs; Illegality

            If any Change in Law shall:

                  impose, modify or deem applicable any reserve, special deposit
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any Credit Party (except any such reserve
      requirement reflected in the Adjusted LIBO Rate); or

                  impose on any Credit Party or the London interbank market any
      other condition affecting this Credit Agreement, any Eurodollar Loans made
      by such Credit Party or any participation therein or any Letter of Credit
      or participation therein,

and the result of any of the foregoing shall be to increase the cost to such
Credit Party of making or maintaining any Eurodollar Loan or Fixed Rate Loan or
to increase the cost to such Credit Party of issuing, participating in or
maintaining any Letter of Credit hereunder or to increase the cost to such
Credit Party or to reduce the amount of any sum received or receivable by such
Credit Party hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Credit Party such additional amount or amounts as will
compensate such Credit Party for such additional costs incurred or reduction
suffered. Failure to demand compensation pursuant to this Section shall not
constitute a waiver of such Credit Party's right to demand such compensation.

            If any Credit Party determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Credit Party's capital or on the capital of such Credit Party's holding
company, if any, as a consequence of this Credit Agreement or the Loans made,
the Letters of Credit issued or the participations therein held, by such Credit
Party to a level below that which such Credit Party or such Credit Party's
holding company could have achieved but for such Change in Law (taking into
consideration such Credit Party's policies and the policies of such Credit
Party's holding company with respect to capital adequacy), then from time to
time the Borrower will pay to such Credit Party such additional amount or
amounts as will compensate such Credit Party or such Credit Party's holding
company for any such reduction suffered.

            A certificate of a Credit Party setting forth the amount or amounts
necessary to compensate such Credit Party or its holding company, as applicable,
as specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Credit Party the amount shown as due on any such certificate within 10 days
after receipt thereof.

            Failure or delay on the part of any Credit Party to demand
compensation pursuant to this Section shall not constitute a waiver of such
Credit Party's right to demand such compensation; provided that the Borrower
shall not be required to compensate a Credit Party pursuant to this Section for
any increased costs or reductions incurred more than 90 days prior to the date
that such Credit Party notifies the Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Credit Party's intention to claim
compensation therefor; and provided further that, if the Change in Law giving
rise to such increased costs or reductions is retroactive, then the 90 day
period referred to above shall be extended to include the period of retroactive
effect thereof.

            Notwithstanding the foregoing provisions of this Section, a Lender
shall not be entitled to compensation pursuant to this Section in respect of any
Competitive Loan if the Change in Law that would otherwise entitle it to such
compensation shall have been publicly announced prior to the submission of the
Competitive Bid pursuant to which such Loan was made.

            Notwithstanding any other provision of this Credit Agreement, if,
after the Agreement Date, any Change in Law shall make it unlawful for any
Lender to make or maintain any Eurodollar Loan or to give effect to its
obligations as contemplated hereby with respect to any Eurodollar Loan, then, by
written notice to the Borrower and to the Administrative Agent:

                  such Lender may declare that Eurodollar Loans will not
      thereafter (for the duration of such unlawfulness) be made by such Lender
      hereunder (or be continued for additional Interest Periods) and ABR Loans
      will not thereafter (for such duration) be converted into Eurodollar
      Loans, whereupon any request for a Eurodollar Borrowing or to convert an
      ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar
      Borrowing, as applicable, for an additional Interest Period shall, as to
      such Lender only, be deemed a request for an ABR Loan (or a request to
      continue an ABR Loan as such for an additional Interest Period or to
      convert a Eurodollar Loan into an ABR Loan, as applicable), unless such
      declaration shall be subsequently withdrawn; and

                  such Lender may require that all outstanding Eurodollar Loans
      made by it be converted to ABR Loans, in which event all such Eurodollar
      Loans shall be automatically converted to ABR Loans, as of the effective
      date of such notice as provided in the last sentence of this paragraph.

In the event any Lender shall exercise its rights under clause (i) or (ii) of
this paragraph, all payments and prepayments of principal that would otherwise
have been applied to repay the Eurodollar Loans that would have been made by
such Lender or the converted Eurodollar Loans of such Lender shall instead be
applied to repay the ABR Loans made by such Lender in lieu of, or resulting from
the conversion of, such Eurodollar Loans, as applicable. For purposes of this
paragraph, a notice to the Borrower by any Lender shall

<PAGE>

be effective as to each Eurodollar Loan made by such Lender, if lawful, on the
last day of the Interest Period currently applicable to such Eurodollar Loan; in
all other cases such notice shall be effective on the date of receipt by the
Borrower.

      Break Funding Payments

            In the event of (a) the payment or prepayment (voluntary or
otherwise) of any principal of any Eurodollar Loan or Fixed Rate Loan other than
on the last day of an Interest Period applicable thereto or any Swingline Loan
other than on the maturity thereof (other than a Swingline Loan, the Swingline
Rate with respect to which is based on the Alternate Base Rate) (including as a
result of an Event of Default), (b) the conversion of any Eurodollar Loan other
than on the last day of the Interest Period applicable thereto, (c) the failure
to borrow, convert, continue or prepay any Eurodollar Loan or Swingline Loan
(other than a Swingline Loan, the Swingline Rate with respect to which is based
on the Alternate Base Rate) on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.9(c) and is revoked in accordance therewith), (d) the failure to borrow any
Competitive Loan after accepting the Competitive Bid to make such Loan or (e)
the assignment of any Eurodollar Loan or Fixed Rate Loan other than on the last
day of the Interest Period or maturity date applicable thereto as a result of a
request by the Borrower pursuant to Section 3.8(b), then, in any such event, the
Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event, provided, however, that, notwithstanding anything to
the contrary herein, no such compensation shall be payable for any loss, cost or
expense attributable to any payment made by the Borrower to the Administrative
Agent under Section 2.6(b). In the case of a Eurodollar Loan, such loss, cost or
expense to any Lender shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (i) the amount of interest that would have
accrued on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBO Rate that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the
amount of interest that would accrue on such principal amount for such period at
the interest rate that such Lender would bid were it to bid, at the commencement
of such period, for dollar deposits of a comparable amount and period from other
banks in the eurodollar market. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

      Taxes

            Any and all payments by or on account of any obligation of any Loan
Party hereunder and under any other Loan Document shall be made free and clear
of and without deduction for any Indemnified Taxes or Other Taxes, provided
that, if such Loan Party shall be required to deduct any Indemnified Taxes or
Other Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that, after making all required deductions (including deductions
applicable to additional sums payable under this Section), the applicable Credit
Party receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Loan Party shall make such deductions and (iii)
such Loan Party shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

            In addition, the Loan Parties shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

            Each Loan Party shall indemnify each Credit Party, within ten days
after written demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes paid by such Credit Party on or with respect to any payment by or on
account of any obligation of such Loan Party under the Loan Documents (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Borrower by a Credit Party, or by the
Administrative Agent on its own behalf or on behalf of a Credit Party, shall be
conclusive absent manifest error.

            As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

            Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
relevant Loan Party is located, or any treaty to which such jurisdiction is a
party, with respect to payments under the Loan Documents shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law or reasonably requested by the Borrower as will
permit such payments to be made without withholding or at a reduced rate.

      Mitigation Obligations; Replacement of Lenders

            If any Credit Party requests compensation under Section 3.5, 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 3.7,
then such Credit Party shall use reasonable efforts to designate a different
lending office for funding or booking its Loans or Letters of Credit (or any
participation therein) hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in

<PAGE>

the judgment of such Credit Party, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 3.5 or 3.7, as
applicable, in the future and (ii) would not subject such Credit Party to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Credit Party. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Credit Party in connection with any such designation or
assignment.

            If any Lender requests compensation under Section 3.5, 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 3.7, in
an aggregate amount in excess of $10,000, or if any Lender on three or more
separate occasions fails to fulfill its obligations to fund any Revolving Loan
or to participate in any Swingline Loan or any LC Disbursement, in each case on
the Business Day required therefor, then the Borrower may, at its sole expense
(including the fees referred to in Section 10.4(b)) and effort, 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 10.4), all its interests, rights and obligations under the
Loan Documents (other than any outstanding Competitive Loans held by it), to an
assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent (and,
if a Commitment is being assigned, the Issuing Bank and Swingline Lender), which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans (other than
Competitive Loans) and participations in LC Disbursements and Swingline Loans,
accrued interest thereon, accrued fees 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 (iii) in the case of any such assignment resulting from a claim for
compensation under Section 3.5 or payments required to be made pursuant to
Section 3.7, 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.

                         REPRESENTATIONS AND WARRANTIES

            The Borrower represents and warrants to the Credit Parties that:

      Organization; Powers

            Each of the Borrower and the Subsidiaries is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as
now conducted and, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required.

      Authorization; Enforceability

            The Transactions are within the corporate, partnership or other
analogous powers of each of the Borrower and the Subsidiary Guarantors to the
extent it is a party thereto and have been duly authorized by all necessary
corporate, partnership or other analogous and, if required, equityholder action.
Each Loan Document has been duly executed and delivered by each of the Borrower
and the Subsidiary Guarantors to the extent it is a party thereto and
constitutes a legal, valid and binding obligation thereof, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally.

      Governmental Approvals; No Conflicts

            The Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect, (b)
will not violate any applicable law or regulation or the charter, by laws or
other organizational documents of the Borrower or any of the Subsidiaries or any
order of any Governmental Authority, (c) will not violate or result in a default
under any material indenture, agreement or other instrument binding upon the
Borrower or any of the Subsidiaries or its assets, or give rise to a right
thereunder to require any payment to be made by the Borrower or any of the
Subsidiaries, and (d) will not result in the creation or imposition of any Lien
on any asset of the Borrower or any of the Subsidiaries.

      Financial Condition; No Material Adverse Change

            The Borrower has heretofore furnished to the Credit Parties (i) its
Form 10-K for the fiscal year ended June 30, 2003 containing the consolidated
balance sheet and statements of income, stockholder's equity and cash flows of
the Borrower and the Subsidiaries as of and for the fiscal year ended June 30,
2003 and June 30, 2002 reported on by PriceWaterhouseCoopers, LLP, independent
public accountants, and (ii) its Form 10-Q for the fiscal quarter ended December
31, 2003, containing the consolidated balance sheet and statements of income and
cash flows of the Borrower and the Subsidiaries as of and for the fiscal quarter
and the portion of ended on December 31, 2003, certified by its chief financial
officer. The consolidated financial statements referred to in

<PAGE>

clauses (i) and (ii) above present fairly, in all material respects, the
financial position and results of operations and cash flows of the Borrower and
consolidated Subsidiaries as of such dates and for the indicated periods in
accordance with GAAP and are consistent with the books and records of the
Borrower (which books and records are correct and complete), subject to year end
audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii) above.

            Since June 30, 2003, there has been no material adverse change in
the business, assets, operations, prospects or condition, financial or
otherwise, of the Borrower and the Subsidiaries, taken as a whole.

      Properties

            Each of the Borrower and the Subsidiaries has good title to, or
valid leasehold interests in, all its real and personal property material to its
business, except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.

            Each of the Borrower and the Subsidiaries owns, or is entitled to
use, all franchises, licenses, trademarks, tradenames, copyrights, patents and
other intellectual property material to its business, and the use thereof by the
Borrower and the Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

      Litigation and Environmental Matters

            Except for the Disclosed Matters, there are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority pending
against or, to the knowledge of the Borrower, threatened against or affecting
the Borrower or any of the Subsidiaries (i) that, if adversely determined, could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve
any Loan Document or the Transactions.

            Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, neither the Borrower nor any of
the Subsidiaries (i) have failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) have become subject to any Environmental
Liability, (iii) have received notice of any claim with respect to any
Environmental Liability or (iv) know of any basis for any Environmental
Liability.

            Since the date of this Credit Agreement, there has been no change in
the status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

      Compliance with Laws and Agreements

            Each of the Borrower and the Subsidiaries is in compliance with all
laws, regulations and orders of any Governmental Authority applicable to it or
its property and all indentures, agreements and other instruments binding upon
it or its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. No Default has occurred and is continuing.

      Investment and Holding Company Status

            Neither the Borrower nor any of the Subsidiaries are (a) an
"investment company" as defined in, or subject to regulation under, the
Investment Company Act of 1940 or (b) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935.

      Taxes

            Each of the Borrower and the Subsidiaries has timely filed or caused
to be filed all Tax returns and reports required to have been filed and has paid
or caused to be paid all Taxes required to have been paid by it, except (a)
Taxes that are being contested in good faith by appropriate proceedings and for
which the Borrower or such Subsidiary, as applicable, has set aside on its books
adequate reserves or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.

      ERISA

            No ERISA Event has occurred or is reasonably expected to occur that,
when taken together with all other such ERISA Events for which liability is
reasonably expected to occur, could reasonably be expected to result in a
Material Adverse Effect. The present value of all accumulated benefit
obligations under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed by more
than $2,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial Accounting

<PAGE>

Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed by more than $2,000,000 the fair
market value of the assets of all such underfunded Plans.

      Disclosure

            The Borrower has disclosed to the Credit Parties (i) all agreements,
instruments and corporate or other restrictions to which it or any of the
Subsidiaries is subject and (ii) all other matters known to it, in each case
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect. None of the reports, financial statements,
certificates or other information furnished by or on behalf of the Borrower or
any Subsidiary to any Credit Party in connection with the negotiation of the
Loan Documents or delivered thereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, provided that,
with respect to projected financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.

      Subsidiaries

            Schedule 4.12 sets forth the name of, and the ownership interest of
the Borrower in, each Subsidiary on the Agreement Date and identifies each such
Subsidiary as a Domestic Subsidiary, a Foreign Subsidiary, Exempt Subsidiary
and/or a Significant Subsidiary.

      Insurance

            Schedule 4.13 sets forth a description of all insurance maintained
by or on behalf of the Borrower and the Subsidiaries as of the Agreement Date.
As of the Agreement Date, all premiums in respect of such insurance that are due
and payable have been paid.

      Labor Matters

            As of the Agreement Date, there are no strikes, lockouts or
slowdowns against the Borrower or any Subsidiary pending or, to the knowledge of
the Borrower, threatened. The hours worked by and payments made to employees of
the Borrower and the Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable Federal, state, local or foreign law
dealing with such matters, except where any such violations, individually and in
the aggregate, would not be reasonably likely to result in a Material Adverse
Effect. All material payments due from the Borrower or any Subsidiary, or for
which any claim may be made against the Borrower or any Subsidiary, on account
of wages and employee health and welfare insurance and other benefits, have been
paid or accrued as a liability on the books of the Borrower or such Subsidiary.
The consummation of the Transactions will not give rise to any right of
termination or right of renegotiation on the part of any union under any
collective bargaining agreement to which the Borrower or any Subsidiary is
bound.

      Solvency

            Immediately following the making of each Loan, if any, and the
issuance of each Letter of Credit, if any, made or issued on the date thereof
and after giving effect to the application of the proceeds of such Loan and such
Letter of Credit, (a) the fair value of the assets of the Borrower and the
Subsidiaries, taken as a whole, at a fair valuation, will exceed their debts and
liabilities, subordinated, contingent or otherwise; (b) the present fair
saleable value of the property of the Borrower and the Subsidiaries, taken as a
whole, will be greater than the amount that will be required to pay the probable
liability of their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (c)
each of the Borrower and the Subsidiary Guarantors will be able to pay its debts
and liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (d) each of the Borrower and the
Subsidiary Guarantors will not have unreasonably small capital with which to
conduct the business in which it is engaged as such business is now conducted
and is proposed to be conducted following such date.

      Federal Reserve Regulations

            Neither the Borrower nor any of the Subsidiaries are engaged
principally, or as one of their important activities, in the business of
extending credit for the purpose of buying or carrying Margin Stock. Immediately
before and after giving effect to the making of each Loan, Margin Stock will
constitute less than 25% of the Borrower's assets as determined in accordance
with Regulation U.

            No part of the proceeds of any Loan will be used, whether directly
or indirectly, and whether immediately, incidentally or ultimately, (i) to
purchase, acquire or carry any Margin Stock, (ii) for any purpose that entails a
violation of, or that is inconsistent with, the provisions of the regulations of
the Board, including Regulation T, U or X, or (iii) to make a loan to any
director or executive officer of the Borrower or any Subsidiary.

<PAGE>

                                   CONDITIONS

      Closing Date

            The obligations of the Lenders to make Loans and of the Issuing Bank
to issue New Letters of Credit hereunder shall not become effective until the
date on which each of the following conditions is satisfied (or waived in
accordance with Section 10.2):

            Credit Agreement. The Administrative Agent (or its counsel) shall
have received from each party hereto either (i) a counterpart of this Credit
Agreement signed on behalf of such party or (ii) written evidence satisfactory
to the Administrative Agent (which may include facsimile transmission of a
signed signature page of this Credit Agreement) that such party has signed a
counterpart of this Credit Agreement.

            Notes. The Administrative Agent shall have received a Note for each
Lender and a Swingline Note for the Swingline Lender, signed on behalf of the
Borrower.

            Legal Opinion. The Administrative Agent shall have received a
favorable written opinion (addressed to the Credit Parties and dated the Closing
Date) from Kevin J. Dell, Esq., Executive Vice President, Secretary and General
Counsel of the Borrower and counsel to the Subsidiary Guarantors on behalf of
the Loan Parties, substantially in the form of Exhibit B, and covering such
other matters relating to the Loan Parties, the Loan Documents or the
Transactions as the Required Lenders shall reasonably request. The Borrower
hereby requests such counsel to deliver such opinion.

            Organizational Documents, etc. The Administrative Agent shall have
received such documents and certificates as the Administrative Agent or its
counsel may reasonably request relating to the (i) organization, existence and
good standing of each Loan Party (including a certificate of incorporation or
formation of the Borrower and each Subsidiary Guarantor and a certificate of
good standing (or comparable certificates) for the Borrower and each Subsidiary
Guarantor, certified as of a recent date prior to the Closing Date, by the
Secretaries of State (or comparable official) of the jurisdiction of its
incorporation or formation), (ii) the authorization of the Transactions, (iii)
the incumbency of its officer or officers who may sign the Loan Documents,
including therein a signature specimen of such officer or officers and (iv) any
other legal matters relating to the Loan Parties, the Loan Documents or the
Transactions, all in form and substance satisfactory to the Administrative Agent
and its counsel.

            Officer's Certificate. The Administrative Agent shall have received
a certificate, dated the Closing Date and signed by the President, a Vice
President or a Financial Officer of the Borrower, confirming compliance with the
conditions set forth in paragraphs (a) and (b) of Section 5.3.

            Fees and Expenses. The Administrative Agent shall have received all
fees and other amounts due and payable on or prior to the Closing Date,
including, to the extent invoiced, reimbursement or payment of all out-of-pocket
expenses required to be reimbursed or paid by the Borrower hereunder.

            Guarantee Agreement. The Administrative Agent shall have received
counterparts of the Guarantee Agreement signed on behalf of the Borrower and
each Subsidiary Guarantor.

            No Violation. The performance by each Loan Party of its obligations
under each Loan Document shall not (i) violate any applicable law, statute, rule
or regulation or (ii) conflict with, or result in a default or event of default
under, any material agreement of any Loan Party or any other Subsidiary, and the
Administrative Agent shall have received a certificate, dated the Closing Date
and signed by the President, a Vice President or a Financial Officer of the
Borrower, to the foregoing effects.

            No Litigation. The Lenders shall be reasonably satisfied (i) that,
except for the Disclosed Matters, there shall be no litigation or administrative
proceeding, or regulatory development, that would reasonably be expected to have
a material adverse effect on (a) the business, assets, operations, prospects,
condition (financial or otherwise) or material agreements of the Borrower and
the Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform
any of its obligations under any Loan Document or (c) the rights of or benefits
available to any Credit Party under any Loan Document and (ii) with the current
status of, and the terms of any settlement or other resolution of, any
litigation or other proceedings brought against the Borrower or any Subsidiary
by or on behalf of its subscribers or by any Governmental Authority relating to
its business, and the Administrative Agent shall have received a certificate,
dated the Closing Date and signed by the President, a Vice President or a
Financial Officer of the Borrower, to the foregoing effects.

            No Other Indebtedness or Equity Interests. After giving effect to
the Transactions, none of the Borrower or any of the Subsidiaries shall have
outstanding any shares of preferred equity securities or any Indebtedness other
than as permitted under Section 7.1, and the Administrative Agent shall have
received a certificate, dated the Closing Date and signed by the President, a
Vice President or a Financial Officer of the Borrower, to the foregoing effects.

<PAGE>

            No Material Adverse Change. No material adverse change or material
adverse condition in the business, assets, operations, properties, condition
(financial or otherwise), liabilities (including contingent liabilities),
prospects or material agreements of the Borrower and the Subsidiaries, taken as
a whole, has occurred since June 30, 2003, and the Administrative Agent shall
have received a certificate, dated the Closing Date and signed by the President,
a Vice President or a Financial Officer of the Borrower, to the foregoing
effects.

            Pro Forma Compliance. The Administrative Agent shall have received a
certificate, dated the Closing Date and signed by a Financial Officer of the
Borrower, setting forth reasonably detailed calculations demonstrating
compliance with Section 7.12 on a pro forma basis immediately after giving
effect to the Transactions to occur on the Closing Date.

            Termination of Prior Loan Documents. After giving effect to the
application of the proceeds of the Loans on the Closing Date, the Indebtedness
under the Prior Loan Documents shall have been fully repaid, the Prior Loan
Documents (including any Hedging Agreements issued by a lender or otherwise
secured thereunder) shall have been canceled or terminated, the Borrower and
each of the Subsidiaries shall have been released from all liability thereunder
(other than indemnification obligations under the existing credit agreement
which, by their terms, survive such termination), and the Administrative Agent
shall have received reasonably satisfactory evidence thereof.

            The Administrative Agent shall be entitled to assume that each of
the conditions set forth in Sections 5.1(i) and 5.1(k) have been satisfied
unless it shall have received notice expressly to the contrary from a Credit
Party or a Loan Party. Notwithstanding the foregoing, the obligations of the
Lenders to make Loans and the Issuing Bank to issue Letters of Credit hereunder
shall not become effective unless each of the foregoing conditions is satisfied
(or waived pursuant to Section 10.2) at or prior to 3:00 p.m., New York City
time, on April 30, 2004 (and, in the event such conditions are not so satisfied
or waived, the Commitments shall terminate at such time).

      Conditions to Extensions of Credit in Connection with Acquisitions
Permitted under Section 7.4(l) of this Credit Agreement

            In addition to the satisfaction on the Closing Date of the
conditions set forth in Section 5.1 and the satisfaction of the conditions set
forth in Section 5.3, the obligation of each Lender to make a Loan on the
occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or
extend a Letter of Credit, in each case where the proceeds of which are to be
used directly or indirectly to make an acquisition permitted by Section 7.4(l)
is subject to the satisfaction of the following conditions precedent as of the
date of such Loan or such Letter of Credit:

            The Person to be acquired is engaged in substantially the same or a
related business as any Subsidiary of the Borrower, including the software,
financial services, transaction processing and outsourcing businesses, or in the
case of an acquisition of a business or assets, such business is substantially
the same as or related to, or such assets are devoted to a business that is
substantially the same as or related to, as the case may be, the business of any
Subsidiary of the Borrower.

            If the amount of such Borrowing exceeds $10,000,000 or the
acquisition cost of the acquisition exceeds $20,000,000, the Administrative
Agent and the Lenders shall have received historical financial statements of the
Person or business to be acquired for not less than three years to the date of
such acquisition or such lesser amount of time for which such statements exist.

            The Administrative Agent shall have received a certificate (in form
and substance satisfactory to the Administrative Agent) of a Financial Officer
to the effect that (and including calculations in reasonable detail indicating
that), on a pro forma basis after giving effect to such acquisition, (i) all of
the representations and warranties in the Loan Documents will be true and
correct, (ii) no Default shall have occurred and be continuing, and (iii)
certifying compliance with subsections (a) and (b) of Section 5.3.

      Each Credit Event

            The obligation of each Lender to make a Loan on the occasion of any
Borrowing, and of the Issuing Bank to issue, increase, amend, renew or extend a
Letter of Credit, (each such event being called a "Credit Event") is subject to
the satisfaction of the following conditions:

            The representations and warranties of the Loan Parties set forth in
the Loan Documents shall be true and correct on and as of the date of such
Borrowing or the date of such issuance, increase, amendment, renewal or
extension, as applicable.

            At the time of and immediately after giving effect to such Borrowing
or such issuance, increase, amendment, renewal or extension, as applicable, no
Default shall have occurred and be continuing.

            The Administrative Agent shall have received such other
documentation and assurances as shall be reasonably required by it in connection
therewith.

<PAGE>

Each Borrowing and each issuance, increase, amendment, renewal or extension of a
Letter of Credit shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.

                              AFFIRMATIVE COVENANTS

      Until the Commitments have expired or been terminated and the principal of
and interest on each Loan and all fees and other amounts payable under the Loan
Documents shall have been paid in full and all Letters of Credit have expired
and all LC Disbursements have been reimbursed, the Borrower covenants and agrees
with the Credit Parties that:

      Financial Statements and Other Information

            The Borrower will furnish to the Administrative Agent (with a copy
thereof for each Lender, which shall be promptly delivered by the Administrative
Agent to such Lender):

                  within 90 days after the end of each fiscal year, (i) its Form
10-K containing its audited consolidated balance sheet and related statements of
income, stockholders' equity and cash flows as of the end of and for such year,
setting forth in each case in comparative form the figures for the previous
fiscal year, all reported on by PriceWaterhouseCoopers, LLP or other independent
public accountants of recognized national standing (without a "going concern" or
like qualification or exception and without any qualification or exception as to
the scope of such audit) to the effect that such consolidated financial
statements present fairly in all material respects the financial condition and
results of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied;

                  within 45 days after the end of each of the first three fiscal
quarters of each fiscal year, (i) its Form 10-Q containing its consolidated
balance sheet and related statements of income and cash flows as of the end of
and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding
period or periods of (or, in the case of the balance sheet, as of the end of)
the previous fiscal year, and (ii) unaudited financial information for each of
the Borrower's business lines, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and results
of operations of the Borrower and the consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year end audit adjustments and the absence of footnotes;

                  concurrently with any delivery of financial statements under
clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as
to whether a Default has occurred and, if a Default has occurred, specifying the
details thereof and any action taken or proposed to be taken with respect
thereto, (ii) setting forth reasonably detailed calculations demonstrating
compliance with Section 7.12, (iii) setting forth the name of each Domestic
Subsidiary which is a Significant Subsidiary and certifying that such Subsidiary
is a Subsidiary Guarantor or an Exempt Subsidiary, and (iv) stating whether any
material change in GAAP or in the application thereof in any material respect
has occurred since the date of the audited financial statements referred to in
Section 4.4 and, if any such change has occurred, specifying the effect of such
change on the financial statements accompanying such certificate;

                  promptly after the same become publicly available, copies of
all periodic and other reports, proxy statements and other materials filed by
the Borrower or any Subsidiary with the Securities and Exchange Commission, or
any Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed by the
Borrower to its shareholders generally, as the case may be;

                  furnish to the Administrative Agent promptly such other
information with documentation required by bank regulatory authorities under
applicable "know your customer" and anti-money laundering rules and regulations
(including, without limitation, Section 326 of the USA Patriot Act of 2001, 31
U.S.C. Section 5318), as from time to time may be reasonably requested by the
Administrative Agent; and

                  promptly following any request therefor, such other
information regarding the operations, business affairs and financial condition
of the Borrower or any Subsidiary, or compliance with the terms of the Loan
Documents, as the Administrative Agent or any Lender may reasonably request.

      Notices of Material Events

            The Borrower will furnish to the Administrative Agent prompt written
notice of the following (with a copy thereof for each Lender, which shall be
promptly delivered by the Administrative Agent to such Lender):

            the occurrence of any Default;

<PAGE>

            the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or affecting the
Borrower or any Affiliate thereof that, if adversely determined, could in the
good faith opinion of the Borrower reasonably be expected to result in a
Material Adverse Effect;

            the occurrence of any ERISA Event that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
liability of the Borrower and the Subsidiaries in an aggregate amount exceeding
$2,000,000;

            any other development that results in, or could reasonably be
expected to result in, a Material Adverse Effect; and

            Each notice delivered under this Section shall be accompanied by a
statement of a Financial Officer or other executive officer of the Borrower
setting forth the details of the event or development requiring such notice and
any action taken or proposed to be taken with respect thereto.

      Existence; Conduct of Business

            The Borrower will, and will cause each of the Subsidiaries to, do or
cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence and the rights, licenses, permits, privileges and
franchises material to the conduct of its business, provided that the foregoing
shall not prohibit any merger, consolidation, liquidation or dissolution
permitted under Section 7.3.

      Payment of Obligations

            The Borrower will, and will cause each of the Subsidiaries to, pay
its obligations, including Tax liabilities, that, if not paid, could result in a
Material Adverse Effect before the same shall become delinquent or in default,
except where (a) the validity or amount thereof is being contested in good faith
by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on
its books adequate reserves with respect thereto in accordance with GAAP and (c)
the failure to make payment pending such contest could not reasonably be
expected to result in a Material Adverse Effect.

      Maintenance of Properties

            The Borrower will, and will cause each of the Subsidiaries to, keep
and maintain all property material to the conduct of its business in good
working order and condition, ordinary wear and tear excepted.

      Books and Records; Inspection Rights

            The Borrower will, and will cause each of the Subsidiaries to, keep
proper books of record and account in which full, true and correct entries are
made of all dealings and transactions in relation to its business and
activities. The Borrower will, and will cause each of the Subsidiaries to,
permit any representatives designated by the Administrative Agent or any Lender,
upon reasonable prior notice, to visit and inspect its properties, to examine
and make extracts from its books and records, and to discuss its affairs,
finances and condition with its officers and independent accountants, all at
such reasonable times and as often as reasonably requested.

      Compliance with Laws

            The Borrower will, and will cause each of the Subsidiaries to,
comply with all laws, rules, regulations and orders of any Governmental
Authority applicable to it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

      Use of Proceeds

            The proceeds of the Loans will be used only (i) to refinance or
repay certain existing Indebtedness (ii) for working capital of the Borrower and
the Subsidiaries, (iii) to reimburse the Issuing Bank in respect of LC
Disbursements and (iv) to finance acquisitions permitted by Section 7.4(l).
Letters of Credit shall be issued only in support of the obligation of the
Borrower or a Subsidiary in favor of a beneficiary who has requested the
issuance of a letter of credit (x) as a condition to a transaction entered into
in the ordinary course of business, or (y) as support for Indebtedness permitted
by Section 7.1(a) incurred by the Borrower in connection with an acquisition
permitted by Section 7.4(l).

            No part of the proceeds of any Loan or any Letter of Credit will be
used, whether directly or indirectly, and whether immediately, incidentally or
ultimately, (i) to purchase, acquire or carry any Margin Stock, (ii) for any
purpose that entails a violation of any of the regulations of the Board,
including Regulations T, U and X or (iii) to make a loan to any director or
executive officer of the Borrower or any Subsidiary.

            The Borrower acknowledges that Lenders are subject to, among other
laws, rules and regulations, Section 23A and Section 23B of the Federal Reserve
Act, as amended from time to time, and hereby covenants and agrees not to use
any

<PAGE>

Borrowing (or the proceeds thereof) or Letter of Credit for the specific purpose
of benefiting or transferring any such Borrowing (or the proceeds thereof) or
Letter of Credit to, any affiliate of any Lender, including without limitation,
any Investment Company sponsored or organized by, or affiliated with any such
Lender.

      Insurance

            The Borrower will, and will cause each of the Subsidiaries to,
maintain, with financially sound and reputable insurance companies, adequate
insurance for its insurable properties, all to such extent and against such
risks, including fire, casualty, business interruption and other risks insured
against by extended coverage, as is customary with companies in the same or
similar businesses operating in the same or similar locations.

      Additional Subsidiaries

            If any Domestic Subsidiary (other than an Exempt Subsidiary) is
formed or acquired after the Closing Date and such Subsidiary is a Significant
Subsidiary or if any Domestic Subsidiary (other than an Exempt Subsidiary)
becomes a Significant Subsidiary, or if any Exempt Subsidiary that is a
Significant Subsidiary ceases to be an Exempt Subsidiary, the Borrower will
notify the Administrative Agent in writing thereof within ten Business Days
after the date on which such Domestic Subsidiary is formed or acquired, becomes
a Significant Subsidiary or ceases to be an Exempt Subsidiary, as applicable,
and the Borrower will cause such Domestic Subsidiary to execute and deliver the
Guarantee Agreement (or otherwise become a party thereto in the manner provided
therein) within thirty days after the date on which such Subsidiary is formed or
acquired, becomes a Significant Subsidiary or ceases to be an Exempt Subsidiary,
as applicable, together with such certificates and legal opinions as the
Administrative Agent shall require.

      Environmental Compliance

            The Borrower shall, and shall cause each of the Subsidiaries to, use
and operate all of its facilities and property in compliance with all
Environmental Laws, keep all necessary permits, approvals, certificates,
licenses and other authorizations relating to environmental matters in effect
and remain in compliance therewith, and handle all Hazardous Materials in
compliance with all applicable Environmental Laws, except where noncompliance
with any of the foregoing could not reasonably be expected to have a Material
Adverse Effect.

                               NEGATIVE COVENANTS

      Until the Commitments have expired or been terminated and the principal of
and interest on each Loan and all fees and other amounts payable under the Loan
Documents shall have been paid in full and all Letters of Credit have expired
and all LC Disbursements have been reimbursed, the Borrower covenants and agrees
with the Credit Parties that:

      Indebtedness; Equity Securities

            The Borrower will not, and will not permit any Subsidiary to,
create, incur, assume or permit to exist any Indebtedness, except:

                  Indebtedness under the Loan Documents;

                  (A) Indebtedness existing on the date hereof and set forth in
      Schedule 7.1, including, except as set forth in the proviso below,
      refinancings thereof but not increases in the amount of any thereof,
      provided that refinancings of such existing Indebtedness shall not be
      permitted unless the interest rate on any such refinanced Indebtedness is
      not in excess of the rate available for similar borrowings by similar
      borrowers at the time of the refinancing, the final maturity of such
      refinanced Indebtedness is not earlier than the Maturity Date, and if the
      Indebtedness being refinanced is subordinated to the Indebtedness under
      the Loan Documents, such refinanced Indebtedness shall be so subordinated
      on the same terms and to the same extent as such Indebtedness being so
      refinanced and (B) Indebtedness under the Prior Agreement and all
      agreements, instruments and other documents executed or delivered in
      connection therewith, provided that such Indebtedness is fully repaid on
      or before the Closing Date;

                  Indebtedness of the Borrower or any Subsidiary incurred to
      finance the acquisition, construction or improvement of any fixed or
      capital assets, including Capital Lease Obligations and any Indebtedness
      assumed in connection with the acquisition of any such assets or secured
      by a Lien on any such assets prior to the acquisition thereof, and
      extensions, renewals and replacements of any such Indebtedness that do not
      increase the outstanding principal amount thereof, provided that (A) such
      Indebtedness is incurred prior to or within 90 days after such acquisition
      or the completion of such construction or improvement and (B) the
      aggregate principal amount of Indebtedness permitted by this clause (iii)
      shall not exceed $10,000,000 at any time outstanding;

<PAGE>

                  Indebtedness of any Person that becomes a Subsidiary after the
      date hereof or which is otherwise incurred in connection with an
      acquisition permitted by Section 7.4(l), provided that (A) such
      Indebtedness exists at the time such Person becomes a Subsidiary or such
      acquisition, as applicable, and is not created in contemplation of or in
      connection with such Person becoming a Subsidiary, or such acquisition, as
      applicable, and (B) the aggregate principal amount of Indebtedness
      permitted by this clause (iv) shall not exceed $10,000,000 at any time
      outstanding;

                  Indebtedness of (A) the Borrower to any Domestic Subsidiary
      and of any Domestic Subsidiary to the Borrower or any other Domestic
      Subsidiary and (B) to the extent permitted by Section 7.4(d), the Borrower
      to any Foreign Subsidiary and of any Foreign Subsidiary to the Borrower or
      any other Foreign Subsidiary or Domestic Subsidiary;

                  Guarantees by (A) the Borrower of Indebtedness of any Domestic
      Subsidiary and by any Domestic Subsidiary of Indebtedness of the Borrower
      or any other Domestic Subsidiary and (B) any Foreign Subsidiary of
      Indebtedness of the Borrower and by any Foreign Subsidiary of Indebtedness
      of any other Foreign Subsidiary or Domestic Subsidiary;

                  Indebtedness of the Borrower incurred in connection with an
      acquisition permitted by Section 7.4(l), provided that (A) such
      Indebtedness is subordinated to the Indebtedness under the Loan Documents
      on terms and in form and substance satisfactory to the Administrative
      Agent and Required Lenders and (B) at the time of the incurrence thereof
      and immediately after giving effect thereto, no Default shall have
      occurred and be continuing;

                  Acquisition Related Contingent Payments incurred after the
      Closing Date with respect to acquisitions permitted by Section 7.4(l),
      which, at the time of the incurrence thereof, are commercially reasonable
      under the circumstances;

                  Indebtedness of the Borrower under performance Guarantees of
      the obligations of the Subsidiaries, provided that (A) such Guarantee is
      required as a condition of a Person retaining the services of a Subsidiary
      of the Borrower, (B) the obligations which are Guaranteed are not
      financial obligations (other than financial obligations incurred in the
      ordinary course of business), and (C) to the extent that any such
      obligations are financial obligations, (1) such obligations are not in
      excess of $20,000,000 in the aggregate or (2) the Guarantee in respect of
      such obligations is in a form to be negotiated that is mutually
      satisfactory to the Administrative Agent and the Borrower;

                  Indebtedness of the Borrower in respect of operating or
      capital leases of one or more of the Subsidiaries provided that in the
      case of Guarantees in respect of Capital Lease Obligations, such Capital
      Lease Obligations are permitted to be incurred pursuant to clause (iii)
      above;

                  Indebtedness of a Subsidiary of the Borrower in respect of
      Compensation Financings, provided that (A) at the time of the incurrence
      thereof and immediately after giving effect thereto, no Default shall have
      occurred and be continuing, and (B) such Indebtedness shall be unsecured
      or, if secured, shall be secured only by the 12b-1 Fees and/or Contingent
      Deferred Sales Commissions to which such Subsidiary is entitled from the
      Investment Company or its shareholders which is the subject of such
      Compensation Financings;

                  in addition to Indebtedness permitted under clause (iii)
      above, Capital Lease Obligations in connection with sale and leaseback
      transactions to the extent permitted by Section 7.6;

                  Indebtedness in respect of Subordinated Notes in an aggregate
      amount not in excess of $300,000,000;

                  Indebtedness of the Borrower or any of the Subsidiaries
      incurred in connection with a sale of receivables in respect of 12b-1 Fees
      and Contingent Deferred Sales Commissions, provided that at the time of
      the incurrence thereof and immediately after giving effect thereto, no
      Default shall have occurred and be continuing;

                  Indebtedness of the Borrower or any of the Subsidiaries
      incurred in connection with a sale of receivables (other than receivables
      described in clause (xiv) above) in a Securitization transaction permitted
      by Section 7.5(e)(ii), provided that (A) at the time of the incurrence
      thereof and immediately after giving effect thereto, no Default shall have
      occurred and be continuing, and (B) the creditor in respect of such
      Indebtedness shall have no recourse to the Borrower or such Subsidiary but
      may have recourse only to such receivables (including the right to require
      the Borrower or such Subsidiary to repurchase such receivables);

                  unsecured subordinated Indebtedness (the "Subordinated
      Refinancing Notes") of the Borrower which refinances in full the
      Subordinated Notes in an aggregate principal amount not in excess of the
      outstanding principal amount of the Subordinated Notes at the time of the
      issuance thereof; provided that (A) immediately before and after giving
      effect to the issuance of the Subordinated Refinancing Notes, no Default
      shall or would have occurred and be continuing, (B) the stated maturity
      thereof shall not be earlier than, and no amortization or other prepayment
      of principal (including as a result of a redemption, defeasance or put)
      shall be required prior to, April 1, 2009, (C) such Indebtedness is issued
      on terms, including subordination terms, and conditions acceptable to the
      Administrative Agent and Required Lenders (it

<PAGE>

      being understood and agreed that subordination terms substantially
      identical to the comparable terms of the Subordinated Notes shall be
      deemed acceptable); and

                  other unsecured Indebtedness of the Borrower (the "Permitted
      Notes") in an aggregate principal amount not in excess of $300,000,000;
      provided that (A) at the time of the incurrence thereof and immediately
      after giving effect thereto, no Default shall have occurred and be
      continuing, (B) the maturity date thereof shall be later than the Maturity
      Date, (C) the covenants applicable thereto shall be no more restrictive to
      the Borrower and the Subsidiaries than the covenants in this Credit
      Agreement (D) the events of default applicable thereto shall be no more
      extensive than the Events of Default, and (E) prior to the issuance
      thereof the Borrower shall deliver a certificate of a Financial Officer
      demonstrating pro forma compliance with Section 7.12 (attaching
      calculations in reasonable detail).

            The Borrower will not, and it will not permit any Subsidiary to, (i)
issue any equity securities which are of a class or series that, either by its
terms, by the terms of any security into which it is convertible or exchangeable
at the option of the holder thereof by contract or otherwise, is, or upon the
happening of an event or passage of time would be, required to be redeemed prior
to the Maturity Date or is redeemable at the option of the holder thereof at any
time on or prior to the Maturity Date, or is convertible into or exchangeable at
the option of the holder thereof for debt securities at any time prior to the
Maturity Date (as from time to time extended), or (ii) be or become liable in
respect of any obligation (contingent or otherwise) to purchase, redeem, retire,
acquire or make any other payment in respect of any shares of equity securities
of the Borrower or any Subsidiary or any option, warrant or other right to
acquire any such shares of equity securities, except as permitted under Section
7.8.

      Liens

            The Borrower will not, and will not permit any Subsidiary to,
create, incur, assume or permit to exist any Lien on any property or asset now
owned or hereafter acquired by it, or assign or sell any income or revenues
(including accounts receivable) or rights in respect of any thereof, except:

            Liens created under the Loan Documents;

            Permitted Encumbrances;

            any Lien on any property or asset of the Borrower or any Subsidiary
existing on the date hereof and set forth in Schedule 7.2, provided that (i)
such Lien shall not apply to any other property or asset of the Borrower or any
Subsidiary and (ii) such Lien shall secure only those obligations which it
secures on the date hereof and any extensions, renewals and replacements thereof
that do not increase the outstanding principal amount thereof;

            any Lien existing on any property or asset prior to the acquisition
thereof by the Borrower or any Subsidiary or existing on any property or asset
of any Person that becomes a Subsidiary after the date hereof prior to the time
such Person becomes a Subsidiary, provided that (i) such Lien is not created in
contemplation of or in connection with such acquisition or such Person becoming
a Subsidiary, as applicable, (ii) such Lien shall not apply to any other
property or assets of the Borrower or any Subsidiary and (iii) such Lien shall
secure only those obligations that it secures on the date of such acquisition or
the date such Person becomes a Subsidiary, as applicable, and any extensions,
renewals and replacements thereof that do not increase the outstanding principal
amount thereof;

            Liens on fixed or capital assets acquired, constructed or improved
by the Borrower or any Subsidiary, provided that (i) such security interests
secure Indebtedness permitted by clause (iii) of Section 7.1, (ii) such security
interests and the Indebtedness secured thereby are incurred prior to or within
90 days after such acquisition or the completion of such construction or
improvement, (iii) the Indebtedness secured thereby does not exceed the cost of
acquiring, constructing or improving such fixed or capital assets and (iv) such
security interests shall not apply to any other property or assets of the
Borrower or any Subsidiary; and

            Liens on receivables (i) in respect of 12b-1 Fees and Contingent
Deferred Sales Commissions to secure Indebtedness permitted by Section
7.1(a)(xiv) and (ii) sold in a Securitization transaction permitted by Section
7.5(e) to secure Indebtedness permitted by Section 7.1(a)(xv).

      Fundamental Changes; Line of Business; Fiscal Year

            The Borrower will not, and will not permit any Subsidiary to, merge
into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or sell, transfer, lease or otherwise dispose of
(in one transaction or in a series of transactions) all or substantially all of
its assets, or all or substantially all of the equity securities of any of the
Subsidiaries (in each case, whether now owned or hereafter acquired), or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto, no Default shall have occurred and be continuing:

                  any Subsidiary may merge into the Borrower in a transaction in
      which the Borrower is the surviving entity, any Subsidiary may merge into
      any Subsidiary Guarantor in a transaction in which such Subsidiary
      Guarantor is the surviving entity;

<PAGE>

                  any Subsidiary may merge with any Person in a transaction that
      is not permitted by clause (i) of this Section 7.3(a), provided that such
      merger is permitted by Section 7.4 or 7.5, as applicable;

                  any Subsidiary may sell, transfer, lease or otherwise dispose
      of its assets to the Borrower or to any Subsidiary Guarantor;

                  any Subsidiary that is not a Subsidiary Guarantor may merge
      into another Subsidiary that is not a Subsidiary Guarantor;

                  any Subsidiary Guarantor may merge into a Subsidiary that is
      not a Subsidiary Guarantor; provided, that the surviving entity of such
      merger shall become a Subsidiary Guarantor prior to the effectiveness of
      such merger; and

                  the Borrower or any Subsidiary may sell, transfer, lease or
      otherwise dispose of its assets in a transaction that is not permitted by
      clause (iii) of this Section 7.3(a), provided that such sale, transfer,
      lease or other disposition is also permitted by Section 7.5.

            The Borrower will not, and will not permit any of the Subsidiaries
to, engage to any material extent in any business other than businesses of the
type conducted by the Borrower and the Subsidiaries on the date of execution of
this Credit Agreement and businesses directly related thereto.

            The Borrower will not, and will not permit any of the Subsidiaries
to, change its fiscal year, provided that a Subsidiary whose fiscal year end is
not June 30 may change to a June 30 fiscal year end.

      Investments, Loans, Advances, Guarantees and Acquisitions

            The Borrower will not, and will not permit any of the Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger) any capital
stock, evidences of indebtedness or other securities (including any option,
warrant or other right to acquire any of the foregoing) of, make or permit to
exist any loans or advances to, Guarantee any obligations of, or make or permit
to exist any investment or any other interest in, any other Person, or purchase
or otherwise acquire (in one transaction or a series of transactions (including
pursuant to any merger)) any assets of any other Person constituting a business
unit, except:

            Permitted Investments;

            investments existing on the date hereof and set forth in Schedule
7.4;

            investments made (i) by the Borrower in the equity securities of any
wholly-owned Domestic Subsidiary, (ii) by any wholly-owned Domestic Subsidiary
in the equity securities of any other wholly-owned Domestic Subsidiary, (iii) by
the Borrower or any Domestic Subsidiary in the equity securities of any
wholly-owned Foreign Subsidiary, provided that the aggregate amount of such
investments shall not exceed $5,000,000, and (iv) by any wholly-owned Foreign
Subsidiary in the equity securities of any other wholly-owned Subsidiary;

            loans or advances made (i) by the Borrower to any wholly-owned
Domestic Subsidiary, (ii) by any wholly-owned Domestic Subsidiary to the
Borrower or any wholly-owned Domestic Subsidiary, (iii) by any wholly-owned
Foreign Subsidiary to another wholly-owned Foreign Subsidiary, and (iv) by the
Borrower or any Subsidiary Guarantor to any Foreign Subsidiary; provided that
(A) such loans or advances shall be repayable on demand, (B) at the time thereof
and immediately after giving effect thereto no Default shall have occurred and
be continuing, (C) the outstanding principal amount of loans and advances
described in clause (iv) shall not exceed $20,000,000 outstanding at any time,
(D) at such time as the aggregate amount of loans and advances described in
clause (iv) shall exceed $10,000,000, demand promissory notes evidencing all
loans and advances described in clause (iv) shall be pledged as collateral to
the Administrative Agent pursuant to documentation in form and substance
satisfactory to the Administrative Agent and (E) the Borrower shall not permit
any Subsidiary that is an Investment Company within the meaning of the 1940 Act
or a Person deemed to be an "investment company" to incur Indebtedness described
in this subsection (d) as a result of the Borrower or any other Subsidiary
making an investment in such Subsidiary with the proceeds of Loans or Letters of
Credit;

            acquisitions made by the Borrower from any Domestic Subsidiary and
made by any Domestic Subsidiary from the Borrower or any other Domestic
Subsidiary;

            investments consisting of loans to employees of the Borrower or any
of the Subsidiaries made in the ordinary course of business, provided that at
the time of such loans and immediately after giving effect thereto no Default
shall have occurred and be continuing, provided further that no such loans shall
be made to any director or executive officer of (i) the Borrower or (ii) any
Subsidiary, in each case to the extent it will be a violation of applicable law;

            investments consisting of minority interests in substantially the
same or a related business to that of the Borrower or any of the Subsidiaries in
an aggregate amount not to exceed $20,000,000, provided that at the time thereof
and immediately after giving effect thereto no Default shall have occurred and
be continuing;

<PAGE>

            investments in shares of an Investment Company for which a
Subsidiary is a principal underwriter named in such Investment Company's
registration statement under the 1940 Act, provided that (i) such shares are
acquired by such Subsidiary prior to the public offering of such Investment
Company's shares, (ii) such shares are acquired by such Subsidiary solely for
purposes of enabling such Investment Company to satisfy the net worth
requirement of Section 14(a)(1) of the 1940 Act, and (iii) the amount paid for
such shares is limited to the amount necessary to enable such Investment Company
to satisfy the net worth requirement of Section 14(a)(1) of the 1940 Act plus an
additional $20,000,000 in the aggregate for all such investments, it being
understood that nothing herein shall require the sale of any such shares;

            investments in shares of open end management Investment Companies,
provided that after giving effect to any such investment, the consideration paid
for such shares, when aggregated with the consideration paid for all other such
shares then held by the Borrower and the Subsidiaries, shall not exceed 10% of
the value of Consolidated Total Assets as at such time of such investment;

            in addition to investments permitted by subsection (c) above,
capital contributions by the Borrower or any Subsidiary thereof to Exempt
Subsidiaries (other than a Subsidiary of the Borrower that is an Exempt
Subsidiary solely because of the applicability of clause (iii) of the definition
of "Exempt Subsidiary"), provided that (i) at the time thereof and immediately
after giving effect thereto no Default shall have occurred and be continuing,
and (ii) the amount of any such investment shall not exceed the amount necessary
to meet the net capital requirements applicable to such Exempt Subsidiaries;

            acquisitions by the Borrower or any Subsidiary of rights under a
contract or group of related contracts with a customer that had previously been
a party to a similar contract or group of contracts with another Person with
respect to which the Borrower or such Subsidiary has agreed to pay a fee to such
Person upon the successful negotiation, execution and delivery of a replacement
contract or group of contracts with such customer within a specified period of
time provided, that (i) at the time thereof and immediately after giving effect
thereto no Default shall have occurred and be continuing, (ii) the Total
Leverage Ratio on a pro forma basis for the period of four consecutive quarters
immediately succeeding the date on which such rights are acquired is less than
3.50:1.00 and (iii) the Administrative Agent and the Lenders shall have received
a certificate (in form and substance satisfactory to the Administrative Agent)
of a Financial Officer of the Borrower to the foregoing effect, setting forth
calculations in reasonable detail; and

            in addition to the acquisition of rights described in subsection (k)
above, other investments, loans, advances, Guarantees and acquisitions, provided
that (i) at the time thereof and immediately after giving effect thereto no
Default shall have occurred and be continuing and (ii) in the case of an
acquisition financed in whole or in part with the proceeds of Loans, the
conditions set forth in Section 5.2 shall have been satisfied.

      Asset Sales

            The Borrower will not, and will not permit any of the Subsidiaries
to, sell, transfer, lease or otherwise dispose (including pursuant to a merger)
of any asset, including any equity securities, nor will the Borrower permit any
of the Subsidiaries to issue any additional shares of its equity securities,
except:

            sales, transfers, leases and other dispositions of inventory, used
or surplus equipment and Permitted Investments, in each case in the ordinary
course of business;

            sales, transfers, leases and other dispositions made by the Borrower
to any Domestic Subsidiary and made by any Domestic Subsidiary to the Borrower
or any other Domestic Subsidiary;

            if at the time thereof and immediately after giving effect thereto
no Default shall have occurred and be continuing, other sales, transfers, leases
and other dispositions of assets, provided that (i) the assets sold,
transferred, leased or otherwise disposed of shall have (x) contributed less
than 15% of Consolidated EBITDA during the immediately preceding four fiscal
quarters and (y) represent less than 15% of Consolidated Total Assets as of the
most recently completed fiscal quarter, (ii) the aggregate fair market value of
all assets, sold, transferred, leased or otherwise disposed of in reliance upon
this subsection (d) shall not exceed 15% of Consolidated Total Assets as of the
most recently completed fiscal quarter, and (iii) all sales, transfers, leases
and other dispositions permitted by this subsection (d) shall be made for fair
value and solely for cash consideration;

            sales in respect of sale and leaseback transactions to the extent
permitted by Section 7.6; and

            if at the time thereof and immediately after giving effect thereto
no Default shall have occurred and be continuing, (i) sales of receivables in
respect of 12b-1 Fees and Contingent Deferred Sales Commissions, provided that
any Indebtedness incurred in connection with such receivables shall be permitted
by Section 7.1(a)(xiv) and (ii) sales of receivables (other than receivables
described in clause (i) above) in connection with a Securitization thereof,
provided that (x) any Indebtedness incurred in connection with such receivables
shall be permitted by Section 7.1(a)(xv) and (y) the amount of such receivables
sold in any period of 12 consecutive months shall not exceed $100,000,000.

<PAGE>

      Sale and Lease Back Transactions

            The Borrower will not, and will not permit any of the Subsidiaries
to, enter into any arrangement, directly or indirectly, with any Person whereby
it shall sell or transfer any property, real or personal, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property that it intends to use for substantially the
same purpose or purposes as the property being sold or transferred if the
aggregate amount of rental payments to be made in connection with all such
transactions would exceed $20,000,000 in the aggregate.

      Hedging Agreements

            The Borrower will not, and will not permit any of the Subsidiaries
to, enter into any Hedging Agreement, other than Hedging Agreements entered into
in the ordinary course of business (including those entered into specifically in
connection with one or more underlying business transactions) to hedge or
mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct
of its business or the management of its liabilities.

      Restricted Payments

            The Borrower will not, and will not permit any of the Subsidiaries
to, declare or make, or agree to pay for or make, directly or indirectly, any
Restricted Payment, except that:

                  the Borrower may declare and pay dividends with respect to its
equity securities payable solely in additional shares of its equity securities;

                  any wholly-owned Subsidiary may declare and pay dividends with
respect to its equity securities to the Borrower or any other Subsidiary; and

                  if at the time thereof and immediately after giving effect
thereto no Default shall have occurred and be continuing, (i) the Borrower may
repurchase shares of its capital stock (including repurchases in connection with
the exercise of options granted to an employee of the Borrower or any of its
Subsidiaries under any stock option or employee stock purchase plan of the
Borrower); provided that such shares are used as consideration for an
acquisition permitted by Section 7.4(l) within one hundred and twenty (120) days
of such repurchase; and (ii) the Borrower may repurchase shares of its capital
stock, not subject to or included in the limitation in subsection (i) of this
subsection (c), in an aggregate amount not in excess of $60,000,000 in any
fiscal year on a non-cumulative basis, provided further, that if the Borrower
receives any amounts in cash during such fiscal year as the result of the
exercise of any option granted to an employee of the Borrower or any of its
Subsidiaries under any stock option or employee stock purchase plan of the
Borrower, the portion of the foregoing $60,000,000 limitation utilized during
such fiscal year shall be reduced by the amounts so received.

      Transactions with Affiliates

            The Borrower will not, and will not permit any of the Subsidiaries
to, sell, transfer, lease or otherwise dispose (including pursuant to a merger)
any property or assets to, or purchase, lease or otherwise acquire (including
pursuant to a merger) any property or assets from, or otherwise engage in any
other transactions with, any of its Affiliates, except in the ordinary course of
business at prices and on terms and conditions not less favorable to the
Borrower or such Subsidiary than could be obtained on an arms length basis from
unrelated third parties, provided that this Section shall not apply to any
transaction that is permitted under Section 7.1, 7.3, 7.4, 7.5 or 7.8, between
or among the Loan Parties and not involving any other Affiliate.

      Restrictive Agreements

            The Borrower will not, and will not permit any of the Subsidiaries
to, directly or indirectly, enter into, incur or permit to exist any agreement
or other arrangement that prohibits, restricts or imposes any condition upon (a)
the ability of the Borrower or any Subsidiary to create, incur or permit to
exist any Lien upon any of its property or assets or (b) the ability of any
Subsidiary to pay dividends or other distributions with respect to any shares of
its equity securities or to make or repay loans or advances to the Borrower or
any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other
Subsidiary, provided that (i) the foregoing shall not apply to restrictions and
conditions imposed by law or by this Credit Agreement, (ii) the foregoing shall
not apply to restrictions and conditions existing on the date hereof identified
on Schedule 7.10 (but shall apply to any extension or renewal of, or any
amendment or modification expanding the scope of, any such restriction or
condition), (iii) the foregoing shall not apply to customary restrictions and
conditions contained in agreements relating to the sale of a Subsidiary pending
such sale, provided that such restrictions and conditions apply only to the
Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause
(a) of this Section shall not apply to restrictions or conditions imposed by any
agreement relating to secured Indebtedness permitted by this Credit Agreement if
such restrictions or conditions apply only to the property or assets securing
such Indebtedness and (v) clause (a) of this Section shall not apply to
customary provisions in leases restricting the assignment thereof.

<PAGE>

      Amendment of Material Documents

            The Borrower will not, and will not permit any Subsidiary to, amend
or modify its certificate of incorporation, by laws or other organizational
documents, other than amendments, modifications or waivers that would not
reasonably be expected to adversely affect the Credit Parties.

      Financial Covenants

            Total Leverage Ratio. The Borrower will not permit the Total
Leverage Ratio at any time to be greater than 3.50:1.00.

            Senior Leverage Ratio. The Borrower will not permit the Senior
Leverage Ratio at any time to be greater than 2.50:1.00.

            Fixed Charge Coverage Ratio. The Borrower will not permit the Fixed
Charge Coverage Ratio as of the end of any fiscal quarter to be less than
2.00:1.00.

            Consolidated Net Worth. The Borrower will not permit Consolidated
Net Worth as of the last day of each fiscal quarter to be less than the sum,
without duplication, of (i) $685,842,900, plus (ii) 60% of Consolidated Net
Income (if positive) for each fiscal quarter commencing after December 31, 2003
to the date of such determination, plus (iii) with respect to any issuance of by
the Borrower of Equity Interests (other than treasury stock) after the Closing
Date, (A) in the case of any such issuance in connection with an acquisition,
85% of the total increase in its stockholder's equity as a result of such
acquisition and (B) in all other cases, 85% of the total net proceeds received
by it from such issuance.

            Ratio of Funded Indebtedness to Capitalization. The Borrower will
not at any time permit the ratio of (i) Consolidated Total Debt to (ii) the sum
of (x) Consolidated Net Worth plus (y) Consolidated Total Debt to be greater
than 0.50:1.00.

                                EVENTS OF DEFAULT

            If any of the following events (each an "Event of Default") shall
occur:

            the Borrower shall fail to pay any principal of any Loan or any
reimbursement obligation in respect of any LC Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or otherwise;

            the Borrower shall fail to pay any interest on any Loan or on any
reimbursement obligation in respect of any LC Disbursement or any fee,
commission or any other amount (other than an amount referred to in clause (a)
of this Article) payable under any Loan Document, when and as the same shall
become due and payable, and such failure shall continue unremedied for a period
of three Business Days;

            any representation or warranty made or deemed made by or on behalf
of any Loan Party or any other Subsidiary in or in connection with any Loan
Document or any amendment or modification hereof or waiver thereunder, or in any
report, certificate, financial statement or other document furnished pursuant to
or in connection with any Loan Document or any amendment or modification hereof
or waiver thereunder, shall prove to have been incorrect in any material respect
when made or deemed made;

            the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 6.3, 6.8, or 6.10 or in Article 7,
or any Loan Party shall fail to observe or perform any covenant, condition or
agreement contained in any other Loan Document, in each case to which it is a
party;

            any Loan Party shall fail to observe or perform any covenant,
condition or agreement contained in any Loan Document to which it is a party
(other than those specified in clause (a), (b) or (d) of this Article), and such
failure shall continue unremedied for a period of 30 days after a Responsible
Officer of such Loan Party shall have obtained knowledge thereof;

            the Borrower or any Subsidiary shall fail to make any payment
(whether of principal or interest and regardless of amount) in respect of any
Material Indebtedness, when and as the same shall become due and payable (after
giving effect to any applicable grace period);

            any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (with or without the giving of notice, the lapse of time or both) the
holder or holders of any Material Indebtedness or any trustee or agent on its or
their behalf to cause any Material Indebtedness to become due, or to require

<PAGE>

the prepayment, repurchase, redemption or defeasance thereof, prior to its
scheduled maturity (in each case after giving effect to any applicable grace
period), provided that this clause (g) shall not apply to secured Indebtedness
that becomes due solely as a result of the voluntary sale or transfer of the
property or assets securing such Indebtedness;

            an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of the Borrower, any Significant Subsidiary or any other Loan Party
or its debts, or of a substantial part of its assets, under any Federal, state
or foreign bankruptcy, insolvency, receivership or similar law now or hereafter
in effect or (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrower, any Significant
Subsidiary or any other Loan Party or for a substantial part of its assets, and,
in any such case, such proceeding or petition shall continue undismissed for 60
days or an order or decree approving or ordering any of the foregoing shall be
entered;

            the Borrower, any Significant Subsidiary or any other Loan Party
shall (i) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (h) of this
Article, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Borrower, any
Significant Subsidiary or any other Loan Party or for a substantial part of its
assets, (iv) file an answer admitting the material allegations of a petition
filed against it in any such proceeding, (v) make a general assignment for the
benefit of creditors or (vi) take any action for the purpose of effecting any of
the foregoing;

            the Borrower, any Significant Subsidiary or any other Loan Party
shall become unable, admit in writing its inability or fail generally to pay its
debts as they become due;

            one or more judgments for the payment of money in an aggregate
amount in excess of $10,000,000 (exclusive of amounts covered by insurance
issued by an insurer not an Affiliate of the Borrower that does not dispute
coverage) shall be rendered against the Borrower or any Subsidiary or any
combination thereof and the same shall remain undischarged for a period of 30
consecutive days during which execution shall not be effectively stayed, or any
action shall be legally taken by a judgment creditor to attach or levy upon any
assets of the Borrower or any Subsidiary to enforce any such judgment;

            an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in a Material Adverse Effect;

            any Loan Document shall cease, for any reason, to be in full force
and effect, or any Loan Party shall so assert in writing or shall disavow any of
its obligations thereunder or

            a Change in Control shall occur;

then, and in every such event (other than an event described in clause (h) or
(i) of this Article), and at any time thereafter during the continuance of such
event, the Administrative Agent may, and at the request of the Required Lenders
shall, by notice to the Borrower, take either or both of the following actions
(whether before or after the Closing Date), at the same or different times: (i)
terminate the Commitments, and thereupon the Commitments shall terminate
immediately and (ii) declare the Loans then outstanding to be due and payable in
whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of each Loan Party accrued
under the Loan Documents, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; and in case of any event described in clause (h)
or (i) of this Article, the Commitments shall automatically terminate (whether
before or after the Closing Date) and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of each Loan Party accrued under the Loan Documents, shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower.

                            THE ADMINISTRATIVE AGENT

      Each Credit Party hereby irrevocably appoints the Administrative Agent as
its agent and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof, together with such actions and powers as are reasonably
incidental thereto.

      The Person serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such
Person and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with the Borrower or any Subsidiary or other
Affiliate thereof as if it were not the Administrative Agent hereunder.

<PAGE>

      The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein. Without limiting the generality of the
foregoing, (i) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (ii) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated by the Loan Documents that the
Administrative Agent is required to exercise in writing by the Required Lenders
(or such other number or percentage of the Credit Parties as shall be necessary
under the circumstances as provided in Section 10.2), and (iii) except as
expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to the Borrower, any of the Subsidiaries or any other Loan Party that
is communicated to or obtained by the Person serving as Administrative Agent or
any of its Affiliates in any capacity. The Administrative Agent shall not be
liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Credit Parties as shall be necessary under the circumstances as provided in
Section 10.2) or in the absence of its own gross negligence or willful
misconduct. The Administrative Agent shall be deemed not to have knowledge of
any Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower or a Credit Party (and, promptly after its
receipt of any such notice, it shall give each Credit Party and the Borrower
notice thereof), and the Administrative Agent shall not be responsible for or
have any duty to ascertain or inquire into (a) any statement, warranty or
representation made in or in connection with any Loan Document, (b) the contents
of any certificate, report or other document delivered thereunder or in
connection therewith, (c) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth therein, (d) the validity,
enforceability, effectiveness or genuineness thereof or any other agreement,
instrument or other document or (e) the satisfaction of any condition set forth
in Article 5 or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

      The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Loan Parties), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

      The Administrative Agent may perform any and all its duties and exercise
its rights and powers by or through any one or more sub agents appointed by the
Administrative Agent, provided that no such delegation shall serve as a release
of the Administrative Agent or waiver by the Borrower of any rights hereunder.
The Administrative Agent and any such sub agent may perform any and all its
duties and exercise its rights and powers through their respective Related
Parties. The exculpatory provisions of the preceding paragraphs shall apply to
any such sub agent and to the Related Parties of the Administrative Agent and
any such sub agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent.

      Subject to the appointment and acceptance of a successor Administrative
Agent as provided in this paragraph, the Administrative Agent may resign at any
time by notifying the Credit Parties and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor. If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Credit Parties, appoint
a successor Administrative Agent which shall be a commercial bank with an office
in New York, New York, or an Affiliate of any such bank. Upon the acceptance of
its appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 10.3 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

      Each Credit Party acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Credit Party and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Credit Agreement. Each Credit Party
also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Credit Party and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon any Loan
Document, any related agreement or any document furnished thereunder.

      Notwithstanding anything in any Loan Document to the contrary, no Agent
acting in such capacity other than the Administrative Agent shall have any duty
or obligation under the Loan Documents.

<PAGE>

                                  MISCELLANEOUS

      Notices

            Except in the case of notices and other communications expressly
permitted to be given by telephone, all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
facsimile, as follows:

            if to the Borrower, to it at The BISYS Group, Inc., 90 Park Avenue,
New York, New York 10016, Attention of the Chief Financial Officer thereof
(Telephone No. (212) 907-6000, Facsimile No. (212) 907-6001) with a copy to The
BISYS Group, Inc., 90 Park Avenue, New York, New York 10016, Attention of the
General Counsel thereof (Telephone No. (212) 907-6036, Facsimile No. (212)
907-6035));

            if to the Administrative Agent, or BNY as Issuing Bank to it at One
Wall Street, New York, New York 10286, Attention of: Ramona Washington
(Telephone No. (212) 635-4699; Facsimile No. (212) 635-6365 or 6366 or 6367);
with a copy to The Bank of New York, at 385 Rifle Camp Road, West Paterson, NJ
07424, Attention of: Steven L. Wexler (Telephone No. (973) 357-7756; Facsimile
No. (973) 357-7705); and

            if to any other Credit Party, to it at its address (or facsimile
number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or facsimile number for notices and
other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with
the provisions of this Credit Agreement shall be deemed to have been given on
the date of receipt.

      Waivers; Amendments

            No failure or delay by any Credit Party in exercising any right or
power under any Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Credit Parties under the Loan Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of any Loan Document or consent to any departure by any
Loan Party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan
and/or the issuance, amendment, extension or renewal of a Letter of Credit shall
not be construed as a waiver of any Default, regardless of whether any Credit
Party may have had notice or knowledge of such Default at the time.

            Neither any Loan Document nor any provision thereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or by the Borrower and the
Administrative Agent with the consent of the Required Lenders, provided that no
such agreement shall (i) increase any Commitment of any Lender without the
written consent of such Lender, or increase the amount of the Letter of Credit
Commitment without the consent of the Issuing Bank, (ii) reduce the principal
amount of any Loan or any reimbursement obligation with respect to a LC
Disbursement, or reduce the rate of any interest (other than under Section
3.1(d)), or reduce any fees, payable under the Loan Documents, without the
written consent of each Credit Party affected thereby, (iii) postpone the date
of payment at stated maturity of any Loan, the date of any amortization payment
under Section 2.8(b) or the date of payment of any reimbursement obligation with
respect to an LC Disbursement, any interest or any fees payable under the Loan
Documents, or reduce the amount of, waive or excuse any such payment, or
postpone the stated termination or expiration of the Revolving Commitments
without the written consent of each Credit Party affected thereby, (iv) change
any provision hereof in a manner that would alter the pro rata sharing of
payments required by Section 2.11(b), without the written consent of each Credit
Party affected thereby, (v) change any of the provisions of this Section or the
definitions of the terms "Required Lenders" or "Supermajority Lenders" or any
other provision hereof specifying the number or percentage of Lenders required
to waive, amend or modify any rights hereunder or make any determination or
grant any consent hereunder, or change the currency in which Loans are to be
made, Letters of Credit are to be issued or payment under the Loan Documents is
to be made, or add additional borrowers, without the written consent of each
Lender, (vi) release any Subsidiary Guarantor from its Guarantee under the
Guarantee Documents (except as expressly provided therein), or limit its
liability in respect of such Guarantee, without the written consent of each
Lender, provided that a Subsidiary Guarantor which, as of the last day of the
most recently completed fiscal quarter, represented less than 3% of Consolidated
Total Assets and which represented less than 3% of Consolidated EBITDA for the
four consecutive quarter period ending on such day, may be released from its
Guarantee under the Guarantee Documents or its liability limited in respect of
such Guarantee so long as the sum of the percentages of Consolidated Total
Assets and Consolidated EBITDA for all Subsidiary Guarantors released under this
proviso does not exceed 10% and the Supermajority Lenders consent thereto in
writing, and provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent, the Issuing
Bank or the Swingline Lender hereunder without the prior written consent of the
Administrative Agent, the Issuing Bank or the Swingline Lender, as applicable.

<PAGE>

      Expenses; Indemnity; Damage Waiver

            The Borrower shall pay (i) all reasonable out-of-pocket costs and
expenses incurred by the Administrative Agent and its Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of each Loan Document or any
amendments, modifications or waivers of the provisions thereof (whether or not
the transactions contemplated thereby shall be consummated), (ii) all
out-of-pocket costs and expenses incurred by the Issuing Bank in connection with
the issuance, amendment, renewal or extension of any Letter of Credit or any
demand for payment thereunder and (iii) all out-of-pocket costs and expenses
incurred by any Credit Party, including the reasonable fees, charges and
disbursements of any counsel for any Credit Party and any consultant or expert
witness fees and expenses, in connection with the enforcement or protection of
its rights in connection with the Loan Documents, including its rights under
this Section, or in connection with the Loans made or Letters of Credit issued
hereunder, including all such reasonable out-of-pocket costs and expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans or Letters of Credit.

            The Borrower shall defend and indemnify each Credit Party and each
Related Party thereof (each such Person being called an "Indemnitee") against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the reasonable fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of any Loan Document or any agreement or instrument
contemplated thereby, the performance by the parties to the Loan Documents of
their respective obligations thereunder or the consummation of the Transactions
or any other transactions contemplated thereby, (ii) any Loan or Letter of
Credit or the use of the proceeds thereof including any refusal of the Issuing
Bank to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit, (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Borrower or
any of the Subsidiaries, or any Environmental Liability related in any way to
the Borrower or any of the Subsidiaries or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto, provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee.

            To the extent that the Borrower fails to pay any amount required to
be paid by it to the Administrative Agent, the Issuing Bank or the Swingline
Lender under paragraph (a) or (b) of this Section, each Lender severally agrees
to pay to the Administrative Agent or the Issuing Bank, as applicable, an amount
equal to the product of such unpaid amount multiplied by a fraction, the
numerator of which is the sum of such Lender's unused Commitments(other than the
Swingline Commitment), the outstanding principal balance of such Lender's Loans
and such Lender's LC Exposure and the denominator of which is the sum of the
unused Commitments(other than the Swingline Commitment), the outstanding
principal balance of all Lenders Loans and the LC Exposure of all Lenders (in
each case determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought or, in the event that no Lender shall have any
unused Commitments, outstanding Loans or LC Exposure at such time, as of the
last time at which any Lender had any unused Commitments(other than the
Swingline Commitment), outstanding Loans or LC Exposure), provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as applicable, was incurred by or asserted against the Administrative
Agent or the Issuing Bank, as applicable, in its capacity as such.

            To the extent permitted by applicable law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct and actual damages) arising out of, in connection with, or as a result
of, any Loan Document or any agreement, instrument or other document
contemplated thereby, the Transactions or any Loan or any Letter of Credit or
the use of the proceeds thereof.

            All amounts due under this Section shall be payable promptly but in
no event later than ten days after written demand therefor.

      Successors and Assigns

            The provisions of the Loan Documents shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Credit Party (and any attempted assignment or transfer by the Borrower
without such consent shall be null and void). Nothing in the Loan Documents,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby
and, to the extent expressly contemplated hereby, the Related Parties of each
Credit Party) any legal or equitable right, remedy or claim under or by reason
of any Loan Document.

            Any Lender may assign to one or more assignees all or a portion of
its rights and obligations under the Loan Documents (including all or a portion
of its Revolving Commitment or obligations in respect of its LC Exposure or
Swingline Exposure and/or Term Commitment and the applicable Loans at the time
owing to it), provided that (i) except in the case of an assignment to a Lender
or an Affiliate or an Approved Fund of a Lender, each of the Borrower and the
Administrative Agent (and, in the case of an assignment of all or any portion of
its Revolving Commitment or obligations in respect of its LC Exposure or

<PAGE>

Swingline Exposure, the Issuing Bank and/or the Swingline Lender, as the case
may be) must give its prior written consent to such assignment (which consent
shall not be unreasonably withheld or delayed)), (ii) except in the case of an
assignment to a Lender or an Affiliate or an Approved Fund of a Lender or an
assignment of the entire remaining amount of the assigning Lender's Revolving
Commitment and/or Term Commitment, as applicable, and the applicable Loans at
the time owing to it, the aggregate amount of the Revolving Commitment and/or
Term Commitment (or Term Loans), as applicable, of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent) shall
not be less than $10,000,000 unless the Borrower and the Administrative Agent
otherwise consent, (iii) no assignments to the Borrower or any of its Affiliates
shall be permitted, (iv) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance together with,
unless otherwise agreed by the Administrative Agent, a processing and
recordation fee of $3,500, and (v) the assignee, if it shall not be a Lender,
shall deliver to the Administrative Agent an Administrative Questionnaire, and
provided, further, that any consent of the Borrower otherwise required under
this paragraph shall not be required if a Default has occurred and is
continuing. Subject to acceptance and recording thereof pursuant to paragraph
(d) of this Section, from and after the effective date specified in each
Assignment and Acceptance, the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under the Loan Documents, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under the Loan
Documents (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under the Loan Documents, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 3.5, 3.6, 3.7 and 10.3). Any assignment or transfer by a
Lender of rights or obligations under the Loan Documents that does not comply
with this paragraph shall be treated for purposes of the Loan Documents as a
sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (e) of this Section.

            The Administrative Agent, acting for this purpose as an agent of the
Borrower, 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 Commitments of, and principal amount of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive absent clearly demonstrable error, and the
Borrower and each Credit Party may treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes
of this Credit Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower and any Credit Party, at any
reasonable time and from time to time upon reasonable prior notice.

            Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and promptly record the information contained therein in the
Register. No assignment shall be effective for purposes of this Credit Agreement
unless it has been recorded in the Register as provided in this paragraph.
Unless an assignee shall already be a Lender hereunder, the Borrower shall
execute and deliver a Note to such assignee.

            Any Lender may, without the consent of the Borrower or any Credit
Party, sell participations to one or more banks or other entities other than the
Borrower or any of its Affiliates (each such bank or other entity being called a
"Participant") in all or a portion of such Lender's rights and obligations under
the Loan Documents (including all or a portion of its Commitments, LC Exposure,
Swingline Exposure and outstanding Loans owing to it), provided that (i) such
Lender's obligations under the Loan Documents shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Loan Parties and the Credit
Parties shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under the Loan Documents.
Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce the Loan Documents and to approve any amendment, modification or waiver
of any provision of any Loan Documents, provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the
first proviso to Section 10.2(b) that affects such Participant. Subject to
paragraph (f) of this Section, the Borrower agrees that each Participant shall
be entitled to the benefits of Sections 3.5, 3.6 and 3.7 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 10.8 as though it were a
Lender, provided that such Participant agrees to be subject to Section 2.11(c)
as though it were a Lender.

            A Participant shall not be entitled to receive any greater payment
under Section 3.5 or 3.7 than the Lender that sold the participation to such
Participant would have been entitled to receive with respect to the interest in
the Loan Documents subject 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. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 3.7 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 3.7(e) as though
it were a Lender.

            Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under the Loan Documents to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest, provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations under the
Loan Documents or substitute any such pledgee or assignee for such Lender as a
party hereto.

<PAGE>

      Survival

            All covenants, agreements, representations and warranties made by
the Borrower herein and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Credit Agreement or any other
Loan Document shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of any Loan Document and the
making of any Loans and the issuance of any Letter of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that any Credit Party may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any LC Disbursement or any fee or any
other amount payable under the Loan Documents is outstanding and unpaid or any
Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated. The provisions of Sections 3.5, 3.6, 3.7 and 10.3, 10.9, 10.10
and Article 9 shall survive and remain in full force and effect regardless of
the consummation of the transactions contemplated hereby, the repayment of the
Loans and the LC Disbursements, the expiration or termination of the Letters of
Credit and the termination of the Commitments or the termination of this Credit
Agreement or any provision hereof.

      Counterparts; Integration; Effectiveness

            This Credit Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one contract. This Credit Agreement and any separate letter agreements with
respect to fees payable to any Credit Party or the syndication of the credit
facilities established hereunder constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 5.1, this Credit Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties and thereafter
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Delivery of an executed counterpart of this
Credit Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart of this Credit Agreement.

      Severability

            In the event any one or more of the provisions contained in this
Credit Agreement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby (it being
understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision in
any other jurisdiction). The parties shall endeavor in good faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.

      Right of Setoff

            If an Event of Default shall have occurred and be continuing, each
of the Lenders and their respective Affiliates is hereby authorized at any time
and from time to time, to the fullest extent permitted by applicable law, to
setoff and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other obligations at any time owing
by it to or for the credit or the account of the Borrower against any of and all
the obligations of the Borrower now or hereafter existing under this Credit
Agreement and the other Loan Documents held by it, irrespective of whether or
not it shall have made any demand therefor and although such obligations may be
unmatured. The rights of each of the Lenders and their respective Affiliates
under this Section are in addition to other rights and remedies (including other
rights of setoff) that it may have. Each Lender agrees (i) to notify the
Administrative Agent in writing within three business days after each such
set-off and application made by such Lender and (ii) to comply with Section
2.11(c) of this Agreement.

      Governing Law; Jurisdiction; Consent to Service of Process

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

            The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Credit Agreement or the other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that, to the extent permitted by
applicable law, all claims in respect of any such action or proceeding may be
heard and determined in such New York State court or, to the extent permitted by
applicable law, in such Federal court. Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Credit Agreement shall affect any right that
the Administrative Agent or any other Credit Party may otherwise have to bring
any action or proceeding relating to this Credit Agreement or the other Loan
Documents against the Borrower, or any of its property, in the courts of any
jurisdiction.

<PAGE>

            The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Credit Agreement or the other Loan Documents
in any court referred to in paragraph (b) of this Section. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

            The Borrower irrevocably consents to service of process in the
manner provided for notices in Section 10.1. Nothing in this Credit Agreement
will affect the right of any party to this Credit Agreement to serve process in
any other manner permitted by law.

      WAIVER OF JURY TRIAL

            EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      Headings

            Article and Section headings and the Table of Contents used herein
are for convenience of reference only, are not part of this Credit Agreement and
shall not affect the construction of, or be taken into consideration in
interpreting, this Credit Agreement.

      Interest Rate Limitation

            Notwithstanding anything herein to the contrary, if at any time the
interest rate applicable to any Loan or LC Disbursement, together with all fees,
charges and other amounts that are treated as interest thereon under applicable
law (collectively the "charges"), shall exceed the maximum lawful rate (the
"maximum rate") that may be contracted for, charged, taken, received or reserved
by the Lender holding an interest in such Loan or LC Disbursement in accordance
with applicable law, the rate of interest payable in respect of such Loan or LC
Disbursement hereunder, together with all of the charges payable in respect
thereof, shall be limited to the maximum rate and, to the extent lawful, the
interest and the charges that would have been payable in respect of such Loan or
LC Disbursement but were not payable as a result of the operation of this
Section shall be cumulated, and the interest and the charges payable to such
Lender in respect of other Loans or LC Disbursements or periods shall be
increased (but not above the maximum rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.

      Treatment of Certain Information

            Each Credit Party agrees to use reasonable precautions to keep
confidential, in accordance with their customary procedures for handling
confidential information of the same nature, all non-public information supplied
by the Borrower or any Subsidiary pursuant to this Credit Agreement which (a) is
clearly identified by such Person as being confidential at the time the same is
delivered to such Credit Party, or (b) constitutes any financial statement,
financial projections or forecasts, budget, compliance certificate, audit
report, management letter or accountants' certification delivered hereunder,
provided, however, that nothing herein shall limit the disclosure of any such
information (i) to such of their respective Related Parties as need to know such
information, (ii) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, or requested by any bank regulatory
authority, (iii) on a confidential basis, to prospective lenders (i.e. assignees
and/or Participants) or their counsel, (iv) to auditors or accountants, and any
analogous counterpart thereof, (v) to any other Credit Party, (vi) in connection
with any litigation to which any one or more of the Credit Parties is a party,
(vii) to the extent such information (A) becomes publicly available other than
as a result of a breach of this Credit Agreement, (B) becomes available to any
of the Credit Parties on a non-confidential basis from a source other than the
Borrower or any Subsidiary, or (C) was available to the Credit Parties on a
non-confidential basis prior to its disclosure to any of them by the Borrower or
any Subsidiary; and (viii) to the extent the Borrower shall have consented to
such disclosure in writing.

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

<PAGE>

THE BISYS GROUP, INC.

By: /s/ James L. Fox
    -----------------------------------
Name: James L. Fox
Title: Executive Vice President and Chief Officer

THE BANK OF NEW YORK, individually, as Issuing Bank,
as Swingline Lender and as Administrative Agent

By: /s/ Steven L. Wexeler
    -----------------------------------
Name: Steven L. Wexeler
Title:Vice President

FLEET NATIONAL BANK, individually and as
Documentation Agent

By: /s/ Michael J. Lessing
    -----------------------------------
Name: Michael J. Lessig
Title: Assistant Vice President

JPMORGAN CHASE BANK, individually and
as Documentation Agent

By: /s/ Dolores A. Walsh
    -----------------------------------
Name: Dolores A. Walsh
Title: Vice President

SUNTRUST BANK, individually and
as Documentation Agent

By: /s/ David W. Penter
    -----------------------------------
Name: David W. Penter
Title: Director

WACHOVIA BANK, NATIONAL ASSOCIATION,
individually and as Documentation Agent

By: /s/ Daniel Evans
    -----------------------------------
Name: Daniel Evans
Title: Managing Director

KEYBANK NATIONAL ASSOCIATION

By: /s/ Jeff Kalinowski
    -----------------------------------
Name: Jeff Kalinowski
Title: Vice President

PNC BANK, NATIONAL ASSOCIATION

By: /s/ Michael Richards
    -----------------------------------
Name: Michael Richards
Title: Vice President

THE BANK OF NOVA SCOTIA

By: /s/ John W. Campbell
    -----------------------------------
Name: John W. Campbell
Title: Industry Head

SCOTIABANC INC.

By: /s/ William E. Zarrett
    -----------------------------------
Name: William E. Zarrett
Title: Managing Director

US BANK, N.A.

By: /s/ Patrick H. McGraw
    -----------------------------------
Name: Patrick H. McGraw
Title: Assistant Vice President

ALLIED IRISH BANKS, PLC

By: /s/ Anthony O'Reilly
    -----------------------------------
Name: Anthony O'Reilly
Title: Vice President

By: /s/ Aidan Lanigan
    -----------------------------------
Name: Aidan Lanigan
Title: Assistant Vice President

FIFTH THIRD BANK (CENTRAL OHIO)

By: /s/ Christopher D. Jones
    -----------------------------------
Name: Christopher D. Jones
Title: Vice President

UFJ BANK LIMITED

By: /s/ Stephen C. Small
    -----------------------------------
Name: Stephen C. Small
Title: Senior Vice President & Area Manager

SUMITOMO MITSUI BANKING CORPORATION

By: /s/ Robert H. Riley III
    -----------------------------------
Name: Robert H. Riley III
Title: Senior Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION

By: /s/ Jason Paulnock
    -----------------------------------
Name: Jason Paulnock
Title: Vice President

By: /s/ Beth McGinnis
    -----------------------------------
Name: Beth McGinnis
Title: Senior Vice President