Credit Agreement




	






[GRAPHIC
OMITTED]



CREDIT AGREEMENT 



dated as of 



June ___, 2003 



among 



DENDRITE INTERNATIONAL,
INC. 



The Lenders Party Hereto 



and 



JPMORGAN CHASE BANK, 



as Administrative Agent 



     _________________ 
















	



TABLE OF CONTENTS 










			Page
	 	 	 
	ARTICLE I Definitions	 	 	 	1	 
	 	 
	          SECTION 1.01	 	Defined terms	 	1	 
	          SECTION 1.02	 	Classification of Loans and Borrowings	 	14	 
	          SECTION 1.03	 	Terms Generally	 	14	 
	          SECTION 1.04	 	Accounting Terms; GAAP	 	14	 
	 	 
	ARTICLE II  The Credits	 	 	 	15	 
	 	 
	            SECTION 2.01	 	Commitments	 	15	 
	            SECTION 2.02	 	Loans and Borrowings	 	15	 
	            SECTION 2.03	 	Requests for Revolving Borrowings	 	15	 
	            SECTION 2.04	 	[Reserved]	 	16	 
	            SECTION 2.05	 	[Reserved]	 	16	 
	            SECTION 2.06	 	Letters of Credit	 	16	 
	            SECTION 2.07	 	Funding of Borrowings	 	19	 
	            SECTION 2.08	 	Interest Elections	 	20	 
	            SECTION 2.09	 	Termination and Reduction of Commitments	 	21	 
	            SECTION 2.10	 	Repayment of Loans; Evidence of Debt	 	21	 
	            SECTION 2.11	 	Prepayment of Loans	 	22	 
	            SECTION 2.12	 	Fees	 	22	 
	            SECTION 2.13	 	Interest	 	23	 
	            SECTION 2.14	 	Alternate Rate of Interest	 	24	 
	            SECTION 2.15	 	Increased Costs	 	24	 
	            SECTION 2.16	 	Break Funding Payments	 	25	 
	            SECTION 2.17	 	Taxes	 	26	 
	            SECTION 2.18	 	Payments Generally; Pro Rata Treatment; Sharing of Set-of	 	27	 
	            SECTION 2.19	 	Mitigation Obligations; Replacement of Lenders	 	28	 
	 	 
	ARTICLE III Conditions	 	 	 	29	 
	 	 
	            SECTION 3.01	 	Closing Date	 	29	 
	            SECTION 3.02	 	Each Credit Event	 	30	 
	 	 
	ARTICLE IV  Representations and Warranties	 	30	 
	 	 
	            SECTION 4.01	 	Corporate Existence and Power	 	30	 
	            SECTION 4.02	 	Authorization; No Contravention	 	31	 
	            SECTION 4.03	 	Governmental Authorization	 	31	 
	            SECTION 4.04	 	Binding Effect	 	31	 
	            SECTION 4.05	 	Litigation	 	31	 
	            SECTION 4.06	 	No Default	 	32	 
	            SECTION 4.07	 	Erisa Compliance	 	32	 
	            SECTION 4.08	 	Use of Proceeds; Margin Regulations	 	32	 
	            SECTION 4.09	 	Title to Properties	 	32	 
	            SECTION 4.10	 	Taxes	 	32	 
	            SECTION 4.11	 	Financial Condition	 	33	 
	            SECTION 4.12	 	Environmental Matters	 	33	 
	            SECTION 4.13	 	Regulated Entities	 	33	 
	            SECTION 4.14	 	No Burdensome Restrictions	 	33	 
	            SECTION 4.15	 	Copyrights, Patents, Trademarks and Licenses, Etc.	 	33	 
	            SECTION 4.16	 	Subsidiaries	 	33	 
	            SECTION 4.17	 	Insurance	 	33	 
	            SECTION 4.18	 	Full Disclosure	 	33	 
	            SECTION 4.19	 	Subsidiary Guaranties	 	34	 











			
	ARTICLE V  Affirmative Covenants	 	 	 	34	 
	 	 
	            SECTION 5.01	 	Financial Statements	 	34	 
	            SECTION 5.02	 	Certificates; Other Information	 	35	 
	            SECTION 5.03	 	Notices	 	35	 
	            SECTION 5.04	 	Preservation of Existence, Etc.	 	36	 
	            SECTION 5.05	 	Maintenance of Property	 	36	 
	            SECTION 5.06	 	Insurance	 	36	 
	            SECTION 5.07	 	Payment of Obligations	 	37	 
	            SECTION 5.08	 	Compliance With Laws	 	37	 
	            SECTION 5.09	 	Compliance With Erisa	 	37	 
	            SECTION 5.10	 	Inspection of Property and Books and Records	 	37	 
	            SECTION 5.11	 	Environmental Laws	 	37	 
	            SECTION 5.12	 	Use of Proceeds	 	37	 
	            SECTION 5.13	 	Subsidiary Guarantors	 	37	 
	 	 
	ARTICLE VI  Negative Covenants	 	 	 	38	 
	 	 
	            SECTION 6.01	 	Limitation On Liens	 	38	 
	            SECTION 6.02	 	Disposition of Assets	 	40	 
	            SECTION 6.03	 	Consolidations and Mergers	 	40	 
	            SECTION 6.04	 	Loans and Investments	 	40	 
	            SECTION 6.05	 	Limitation On Indebtedness	 	41	 
	            SECTION 6.06	 	Transactions With Affiliates	 	42	 
	            SECTION 6.07	 	Use of Proceeds	 	42	 
	            SECTION 6.08	 	Contingent Obligations	 	42	 
	            SECTION 6.09	 	Lease Obligations	 	42	 
	            SECTION 6.10	 	Change in Business	 	43	 
	            SECTION 6.11	 	Accounting Changes	 	43	 
	            SECTION 6.12	 	Financial Covenants	 	43	 
	            SECTION 6.13	 	Optional Payments of Subordinated Debt and Modifications	 	43	 
	            SECTION 6.14	 	Restricted Payments	 	43	 
	 	 
	ARTICLE VII Events of Default	 	 	 	44	 
	 	 
	            SECTION 7.01	 	Events of Default	 	44	 
	            SECTION 7.02	 	Remedies	 	46	 
	            SECTION 7.03	 	Rights Not Exclusive	 	46	 
	 	 
	ARTICLE VIII The Administrative Agent	 	47	 
	 	 
	ARTICLE IX  Miscellaneous	 	 	 	48	 
	 	 
	            SECTION 9.01	 	Notices	 	48	 
	            SECTION 9.02	 	Waivers; Amendments	 	49	 
	            SECTION 9.03	 	Expenses; Indemnity; Damage Waiver	 	49	 
	            SECTION 9.04	 	Successors and Assigns	 	50	 
	            SECTION 9.05	 	Survival	 	53	 
	            SECTION 9.06	 	Counterparts; Integration; Effectiveness	 	53	 
	            SECTION 9.07	 	Severability	 	53	 
	            SECTION 9.08	 	Right of Setoff	 	53	 
	            SECTION 9.09	 	Governing Law; Jurisdiction; Consent to Service of Process	 	54	 
	            SECTION 9.10	 	WAIVER OF JURY TRIAL	 	54	 
	            SECTION 9.11	 	Headings	 	54	 
	            SECTION 9.12	 	Confidentiality	 	54	 
	            SECTION 9.13	 	Interest Rate Limitation	 	55	 





	


EXHIBITS: 



Exhibit A — Form of
Assignment and Assumption
Exhibit B — Form of Compliance Certificate 



SCHEDULES: 




Schedule 2.01 — Commitments

Schedule 2.13 – Applicable Rates

Schedule 4.05 — Disclosed Claims

Schedule 4.12 — Environmental Claims 

Schedule 4.16 — Subsidiaries and Other Equity Investments

Schedule 4.17 — Insurance

Schedule 6.01 — Certain Existing Liens

Schedule 6.05 – Certain Existing Indebtedness

Schedule 6.08 – Certain Existing Contingent Obligations 













	


        CREDIT
AGREEMENT, dated as of June ___, 2003, among DENDRITE INTERNATIONAL, INC., the LENDERS
party hereto, and JPMORGAN CHASE BANK, as Administrative Agent. 



        The
parties hereto agree as follows: 



ARTICLE I 



Definitions 



        SECTION 1.01.  Defined
Terms. As used in this 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. 



        “Acceptable
Acquisition” means any Acquisition which (a) has been either (i) approved by the
Board of Directors of the corporation, or by the members and managers of the limited
liability company, which is the subject of such Acquisition or (ii) recommended by such
Board to the shareholders of such corporation; and (b) is for a business within similar or
complementary lines of business as conducted by the Borrower on the date hereof;
provided that (x) at the time of such Acquisition and immediately after giving
effect thereto no Default shall have occurred and be continuing; and (y) the total cash
consideration paid or being paid for such Acquisition, when added to the cash
consideration paid or being paid for all Acquisitions made or committed to after May 1,
2003, shall not aggregate in excess of $25,000,000 (excluding the Acquisition of Synavant
Inc.), and (in the case of the Acquisition of Synavant Inc.) the total cash consideration
being paid for such Acquisition shall not exceed $70,000,000; and (z) no more than
$20,000,000 of the aggregate purchase prices for all Acquisitions made or committed to
after May 1, 2003 shall be capital contributions or commitments to make capital
contributions to any partnerships or joint ventures or limited liability companies in
which the Borrower or any of its Subsidiaries owns less than fifty percent (50%) of the
partnership interests or joint venture interests or limited liability company interests.
As used in such clause (y), the term “cash consideration” includes the purchase
price for the Equity Interests or assets of the corporation or limited liability company
being acquired and the amount of Funded Debt of such corporation or limited liability
company being paid, assumed or refinanced in connection with such Acquisition. 



        “Acquisition”
means any transaction pursuant to which the Borrower or any of its Subsidiaries (a)
acquires or commits to acquire equity securities (or warrants, options or other rights to
acquire such securities) of any corporation or limited liability company other than the
Borrower or any corporation or limited liability company which is not then a Subsidiary of
the Borrower, pursuant to a solicitation of tenders therefor, or in one or more negotiated
block, market or other transactions not involving a tender offer, or a combination of any
of the foregoing, or (b) makes or commits to make any corporation or limited liability
company a Subsidiary of the Borrower, or causes any such corporation or limited liability
company to be merged into the Borrower or any of its Subsidiaries, in any case pursuant to
a merger, purchase of assets or any reorganization providing for the delivery or issuance
to the holders of such corporation’s or limited liability company’s then
outstanding securities, in exchange for such securities, of cash or securities of the
Borrower or any of its Subsidiaries, or a combination thereof, or (c) purchases all or
substantially all of the business or assets of any corporation or limited liability
company or (d) makes or commits to make capital contributions to any partnership or joint
venture or limited liability company in exchange for a proportionate interest therein. 






1













	


        “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 (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory
Reserve Rate. 



        “Administrative
Agent” means JPMorgan Chase Bank, in its capacity as administrative agent for the
Lenders hereunder. 



        “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. 



        “Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the
Prime Rate in effect on such day and (b) the Base CD Rate in effect for such day plus 1%
and (c) 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, the Base CD Rate or
the Federal Funds Effective Rate shall be effective from and including the effective date
of such change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively. 



        “Applicable
Percentage” means, with respect to any Lender, the percentage of the total
Commitments represented by such Lender’s Commitment. If the Commitments have
terminated or expired, the Applicable Percentages shall be determined based upon the
Commitments most recently in effect, giving effect to any assignments. 



        “Applicable
Rate” means, for any day, with respect to any ABR Loan, or with respect to any
Eurodollar Loan, or with respect to the commitment fees referred to in Section 2.12(a),
the applicable rate per annum set forth on Schedule 2.13 under the caption “ABR Loan
Spread”, “Eurodollar Loan Spread” or “Commitment Fee Rate”, as
the case may be, based upon the Leverage Ratio. Each change in the Applicable Rate
resulting from a change in the Leverage Ratio shall be effective with respect to all
outstanding ABR Loans and Eurodollar Loans and with respect to such commitment fees on and
after the first day of the calendar month following the date of delivery to the
Administrative Agent of the financial statements required by subsection (a) or (b) (as the
case may be) of Section 5.01 together with the Compliance Certificate with respect thereto
indicating that a change in the Leverage Ratio has occurred, to first day of the calendar
month following the the next date of delivery of such financial statements and Compliance
Certificate indicating that another change in the Leverage Ratio has occurred.
Notwithstanding the foregoing, (a) during the period commencing on the Closing Date and
ending on the day immediately preceding the first day of the calendar month following the
date of delivery of the first such financial statements and Compliance Certificate, the
Leverage Ratio shall be deemed to be in Category 1 (as set forth in Schedule 2.13) for
purposes of determining the Applicable Rate; and (b) at any time during which the Borrower
has failed to deliver to the Administrative Agent the financial statements or Compliance
Certificate required by the applicable subsection of Section 5.01 or the Compliance
Certificate with respect thereto, the Leverage Ratio shall be deemed to be in Category 3
for purposes of determining the Applicable Rate. 



        “Approved
Fund” has the meaning assigned to such term in Section 9.04. 



        “Assessment
Rate” means, for any day, the annual assessment rate in effect on such day that
is payable by a member of the Bank Insurance Fund classified as
“well-capitalized” and within supervisory subgroup “B” (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part 327 (or any
successor provision) to the Federal Deposit Insurance Corporation for insurance by such
Corporation of time deposits made in dollars at the offices of such member in the United
States; provided that if, as a result of any change in any law, rule or regulation,
it is no longer possible to determine the Assessment Rate as aforesaid, then the
Assessment Rate shall be such annual rate as shall be determined by the Administrative
Agent to be representative of the cost of such insurance to the Lenders. 





2













	


        “Assignment
and Assumption” means an assignment and assumption entered into by a Lender and
an assignee (with the consent of any party whose consent is required by Section 9.04), and
accepted by the Administrative Agent, in the form of Exhibit A or any other form approved
by the Administrative Agent. 



        “Availability
Period” means the period from and including the Closing Date to but excluding the
earlier of the Maturity Date and the date of termination of the Commitments. 



        “Base
CD Rate” means the sum of (a) the Three-Month Secondary CD Rate multiplied by the
Statutory Reserve Rate plus (b) the Assessment Rate. 



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



        “Borrower”
means Dendrite International, Inc., a New Jersey corporation. 



        “Borrowing”
means Revolving Loans 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. 



        “Borrowing
Request” means a request by the Borrower for a Revolving Borrowing in accordance
with Section 2.03. 



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



        “Cash
Equivalents” means (a) direct obligations of the United States of America or any
agency thereof with maturities of two years or less from the date of acquisition; (b)
obligations issued or guaranteed by any agency of the United States of America with
maturities of two years or less from the date of acquisition; (c) repurchase agreements
fully collateralized by direct obligations of the United States of America or by any
agency of the United States of America; (d) corporate debt (commercial paper, master notes
and medium term notes) issued by a domestic corporation rated at least “A-1” or
“A” by Standard & Poor’s or “P-1” or “A” by
Moody’s Investors Service, Inc.; (e) certificates of deposit (domestic or foreign)
with maturities of one year or less from the date of acquisition issued by any commercial
bank (with a rating of A-1 by Standard & Poor’s or P-1 by Moody’s) operating
within the United States of America having capital and surplus in excess of $200 million;
and (f) any money market mutual fund that invests in (a), (b), (c), (d) or (e) above
having assets of at least $500 million. 



        “Change
in Control” means (a) the acquisition of 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 Equity Interests representing more than 51% of the
aggregate ordinary voting power represented by the issued and outstanding Equity Interests
of the Borrower; (b) 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)
the acquisition of direct or indirect Control of the Borrower by any Person or group. 




3













	


        “Change
in Law” means (a) the adoption of any law, rule or regulation after the date of
this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any
lending office of such Lender or by such Lender’s or the Issuing Bank’s holding
company, if any) with any request, guideline or directive (whether or not having the force
of law) of any Governmental Authority made or issued after the date of this Agreement. 



        “CLO”
has the meaning assigned to such term in Section 9.04. 



        “Closing
Date” means the date on which the conditions specified in Section 3.01 are
satisfied (or waived in accordance with Section 9.02). 



        “Code”
means the Internal Revenue Code of 1986, and regulations promulgated thereunder. 



        “Commitment”
means, with respect to each Lender, the commitment of such Lender to make Revolving Loans
and to acquire participations in Letters of Credit hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to Section
2.09, and (b) reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment is
set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such
Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of
the Lenders’ Commitments is $ 30,000,000. 



        “Compliance
Certificate” means a certificate substantially in the form of Exhibit B. 



        “Consolidated”
means the consolidation of financial reporting between related entities in accordance with
GAAP. 



        “Contingent
Obligation” means, as to any Person, any direct or indirect liability of that
Person, whether or not contingent, with or without recourse, (a) with respect to any
Indebtedness, lease, dividend, letter of credit or other obligation (the “primary
obligations”) of another Person (the “primary obligor”), including any
obligation of that Person (i) to purchase, repurchase or otherwise acquire such primary
obligations or any security therefor, (ii) to advance or provide funds for the payment or
discharge of any such primary obligation, or to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency or any balance
sheet item, level of income or financial condition of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make payment of
such primary obligation, or (iv) otherwise for the primary purpose of assuring or holding
harmless the holder of any such primary obligation against loss in respect thereof (each,
a “Guaranty Obligation”); (b) with respect to any Surety Instrument issued for
the account of that Person or as to which that Person is otherwise liable for
reimbursement of drawings or payments; (c) to purchase any materials, supplies or other
property from, or to obtain the services of, another Person if the relevant contract or
other related document or obligation requires that payment for such materials, supplies or
other property, or for such services, shall be made regardless of whether delivery of such
materials, supplies or other property is ever made or tendered, or such services are ever
performed or tendered, or (d) in respect of any Swap Contract. The amount of any
Contingent Obligation shall, in the case of Guaranty Obligations, be deemed equal to the
stated or determinable amount of the primary obligation in respect of which such Guaranty
Obligation is made (or any lower stated cap on such Person’s liability in respect
thereof) or, if not stated or if indeterminable, the maximum reasonably anticipated
liability in respect thereof and, in the case of Contingent Obligations in respect of Swap
Contracts, shall be equal to the Swap Termination Value. 



4













	


        “Contractual
Obligation” means, as to any Person, any provision of any security issued by such
Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or
other instrument, document or agreement to which such Person is a party or by which it or
any of its property is bound. 



        “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. “Controlling” and
“Controlled” have meanings correlative thereto. 



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



        “Disclosed
Claims” has the meaning specified in Section 4.05. 



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



        “Domestic
Subsidiary” means any Subsidiary incorporated, formed or organized in the United
States. 



        “EBIT”
of any Person for any period means the sum of (a) Net Income of such Person for such
period; (b) all amounts treated as expenses for interest for such period to the extent
included in the determination of such Net Income; and (c) all taxes accrued for such
period on or measured by income to the extent included in the determination of such Net
Income; provided, however, that Net Income shall be computed for the purposes of this
definition without giving effect to extraordinary non-cash losses or extraordinary gains
for such period; and provided further however that Net Income for any period in any fiscal
year ending after the Closing Date shall be computed for purposes of this definition
without giving effect to expenses identified on the financial statements described in
Section 5.01 as nonrecurring restructuring costs or nonrecurring asset impairment charges
of up to (in the aggregate) (a) $5,000,000 for any single fiscal quarter, (b) $10,000,000
for any period consisting of four consecutive fiscal quarters, and (c) $15,000,000 for the
period from the Closing Date through June 30, 2005. 



        “EBITDA”
of any Person for any period means the sum of (a) EBIT of such Person for such period;
plus (b) all amounts treated as expenses for depreciation and the amortization of
intangibles of any kind for such period to the extent included in the determination of
such EBIT. 



        “Environmental
Claims” means all claims, however asserted, by any Governmental Authority or
other Person alleging potential liability or responsibility for violation of any
Environmental Law, or for release or injury to the environment. 



        “Environmental
Laws” means all federal, state or local laws, statutes, common law duties, rules,
regulations, ordinances and codes, together with all administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any
Governmental Authorities, in each case relating to environmental, health, safety and land
use matters. 



5













	


        “Equity
Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person, and any warrants, options or other rights entitling the
holder thereof to purchase or acquire any such equity interest. 



        “ERISA”
means the Employee Retirement Income Security Act of 1974, and regulations promulgated
thereunder. 



        “ERISA
Affiliate” means any trade or business (whether or not incorporated) under common
control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of
the Code). 



        “ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section
4063 of ERISA during a plan year in which it was a substantial employer (as defined in
Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a
withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the
Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to
terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A
of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which might reasonably be expected to
constitute grounds under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition
of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent
under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate. 



        “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 VII. 



        “Excluded
Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing
Bank or any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder or under any other 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 Lender, in which its applicable lending office is
located, (b) any branch profits taxes imposed by the United States of America or any
similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in
the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.19(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or
designates a new lending office) or is attributable to such Foreign Lender’s failure
to comply with Section 2.17(e), except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect to such
withholding tax pursuant to Section 2.17(a). 



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



6













	


        “Fixed
Charge Coverage Ratio” means for any Person as of the end of any fiscal quarter,
the ratio of (a) EBITDA less capital expenditures (including expenditures for software
development that are capitalized) of such Person for the period of four consecutive fiscal
quarters then ending, to (b) the sum for such period of, without duplication, the
following items of such Person: (i) all scheduled payments of principal of Indebtedness,
(ii) interest expense, plus (iii) all payments of Capital Lease obligations; all as
determined on a Consolidated basis. 



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



        “Foreign
Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. 



        “Funded
Debt” means (a) all indebtedness for borrowed money; (b) all obligations issued,
undertaken or assumed as the deferred purchase price of property or services (other than
trade payables entered into in the ordinary course of business on ordinary terms); (c) all
non-contingent reimbursement or payment obligations with respect to Surety Instruments;
(d) all obligations evidenced by notes, bonds, debentures or similar instruments,
including obligations so evidenced incurred in connection with the acquisition of
property, assets or businesses; and (e) all obligations with respect to Capital Leases. 



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



        “Governmental
Authority” means any nation or government, any state or other political
subdivision thereof, any central bank (or similar monetary or regulatory authority)
thereof, any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, and any corporation or other
entity owned or controlled, through stock or capital ownership or otherwise, by any of the
foregoing. 



        “Guaranty
Equity Sum” has the meaning specified in Section 5.13. 



        “Guaranty Equity
Threshold” has the meaning specified in Section 5.13. 



        “Guaranty
Obligation” has the meaning specified in the definition of “Contingent
Obligation.” 



        “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. 



        “Indebtedness”
of any Person means, without duplication, (a) all indebtedness for borrowed money; (b) all
obligations issued, undertaken or assumed as the deferred purchase price of property or
services (other than trade payables entered into in the ordinary course of business on
ordinary terms); (c) all non-contingent reimbursement or payment obligations with respect
to Surety Instruments; (d) all obligations evidenced by notes, bonds, debentures or
similar instruments, including obligations so evidenced incurred in connection with the
acquisition of property, assets or businesses; (e) all indebtedness created or arising
under any conditional sale or other title retention agreement, or incurred as financing,
in either case with respect to property acquired by the Person (even though the rights and
remedies of the seller or bank under such agreement in the event of default are limited to
repossession or sale of such property); (f) all obligations with respect to capital
leases; (g) all indebtedness referred to in clauses (a) through (f) above secured by (or
for which the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien upon or in property (including accounts and contracts rights)
owned by such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness; provided that the amount of such indebtedness shall equal
the lesser of (i) the amount secured, and (ii) the fair market value of the collateral
secured; and (h) all Guaranty Obligations in respect of indebtedness or obligations of
others of the kinds referred to in clauses (a) through (g) above. 




7












	


        “Indemnified
Taxes” means Taxes other than Excluded Taxes. 



        “Indemnitee”
has the meaning specified in Section 9.03. 



        “Independent
Auditor” has the meaning specified in subsection 5.01(a). 



        “Insolvency
Proceeding” means, with respect to any Person, (a) any case, action or proceeding
with respect to such Person before any court or other Governmental Authority relating to
bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up
or relief of debtors, or (b) any general assignment for the benefit of creditors,
composition, marshalling of assets for creditors, or other, similar arrangement in respect
of its creditors generally or any substantial portion of its creditors; undertaken under
U.S. Federal, state or foreign law, including the Bankruptcy Code. 



        “Interest
Coverage Ratio” means for any Person as of the end of any fiscal quarter, the
ratio of (a) the EBIT of such Person for the prior four consecutive fiscal quarters, to
(b) the Interest Expense of such Person for the prior four consecutive fiscal quarters,
all as determined on a Consolidated basis. 



        “Interest
Election Request” means a request by the Borrower to convert or continue a
Revolving Borrowing in accordance with Section 2.08. 



        “Interest
Expense” shall mean for any twelve month period the aggregate amount of interest
expense of the Borrower and its Subsidiaries for the last twelve months as determined on a
consolidated basis in accordance with GAAP. 



        “Interest
Payment Date” means (a) with respect to any ABR Loan, the last day of each March,
June, September and December and (b) with respect to any Eurodollar Loan, the last day of
the Interest Period applicable to the Borrowing of which such Loan is a part and, in the
case of a Eurodollar Borrowing with an Interest Period of more than three months’
duration, each day 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. 



        “Interest
Period” means 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 (or, with the consent of each Lender, nine or
twelve months) thereafter, as the Borrower may elect; provided, that (a) if any Interest
Period would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (b) any Interest Period 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
thereafter shall be the effective date of the most recent conversion or continuation of
such Borrowing. 



8













	


        “Issuing
Bank” means JPMorgan Chase Bank, in its capacity as the issuer of Letters of
Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). The
Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be
issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank”
shall include any such Affiliate with respect to Letters of Credit issued by such
Affiliate. 



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




        “LC Exposure” means, at any time, the sum 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. The LC Exposure of any Lender at
any time shall be its Applicable Percentage of the total LC Exposure at such time. 



        “Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a
party hereto pursuant to an Assignment and Assumption, other than any such Person that
ceases to be a party hereto pursuant to an Assignment and Assumption. 



        “Letter
of Credit” means any letter of credit issued pursuant to this Agreement. 



        “Leverage
Ratio” as to any Person at the end of any fiscal quarter means the ratio of (i)
Funded Debt of such Person on such date, to (ii) EBITDA of such Person for the four
consecutive fiscal quarters then ending, all as determined on a Consolidated basis. For
purposes of this definition only, if EBITDA is less than one dollar, EBITDA shall be
deemed to be one dollar. 



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



        “Lien”
means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment,
charge or deposit arrangement, encumbrance, lien (statutory or other) or preferential
arrangement of any kind or nature whatsoever in respect of any property (including those
created by, arising under or evidenced by any conditional sale or other title retention
agreement, the interest of a lessor under a capital lease, any financing lease having
substantially the same economic effect as any of the foregoing, or the filing of any
financing statement naming the owner of the asset to which such lien relates as debtor,
under the Uniform Commercial Code or any comparable law) and any contingent or other
agreement to provide any of the foregoing, but not including the interest of a lessor
under an operating lease. 


9













	


        “Loan
Documents” means this Agreement, the Notes and the Subsidiary Guaranties. 



        “Loans”
means the loans made by the Lenders to the Borrower pursuant to this Agreement. 



        “Margin
Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Board. 



        “Material
Adverse Effect” means (a) a material adverse change in, or a material adverse
effect upon, the operations, business, properties, condition (financial or otherwise) or
prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole; (b) a
material impairment of the ability of the Borrower or any Subsidiary to perform under any
Loan Document and to avoid any Event of Default; or (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against the Borrower of any Loan
Document. 



        “Material
Subsidiary” means any Subsidiary Guarantor and any other Subsidiary which, as
reflected on the latest financial statements delivered to the Administrative Agent under
Section 6.01 (a) or Section 6.01(b) hereof, has (i) total assets in excess of $1,000,000,
or (ii) EBIT during the prior four consecutive fiscal quarters of more than $500,000. 



        “Maturity
Date” means July 1, 2005. 



        “Multiemployer
Plan” means a “multiemployer plan”, within the meaning of Section
4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes, is making, or is
obligated to make contributions or, during the preceding three calendar years, has made,
or been obligated to make, contributions. 



        “Net
Income” of the Borrower for any period shall mean the Borrower’s
consolidated net income (or net loss) for such period determined in accordance with GAAP. 



        “Net
Worth” of the Borrower at any time shall mean all amounts which, in accordance
with GAAP, would be included under Shareholder’s Equity on a consolidated balance
sheet of the Borrower and its Subsidiaries (excluding foreign currency translation
adjustments). 



        “Note”
has the meaning set forth in Section 2.10. 



        “Obligations”
means all advances, debts, liabilities, obligations, covenants and duties arising under
any Loan Document owing by the Borrower to the Administrative Agent, the Issuing Bank, any
Lender, or any Indemnitee, whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or hereafter
arising. 



        “Organization
Documents” means, for any corporation or limited liability company, the
certificate or articles of incorporation, or certificate of formation, the bylaws,
operating agreement, any certificate of determination or instrument relating to the rights
of preferred shareholders of such corporation, any shareholder rights agreement, and all
applicable resolutions of the board of directors (or any committee thereof) of such
corporation or limited liability company. 




10














	



        “Other
Taxes” means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made
hereunder or under any other Loan Document or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Loan Document. 



        “Participant”
has the meaning set forth in Section 9.04. 



        “PBGC”
means the Pension Benefit Guaranty Corporation, or any Governmental Authority succeeding
to any of its principal functions under ERISA. 



        “Pension
Plan” means a pension plan (as defined in Section 3(2) of ERISA) subject to Title
IV of ERISA which the Borrower sponsors, maintains, or to which it makes, is making, or is
obligated to make contributions, or in the case of a multiple employer plan (as described
in Section 4064(a) of ERISA) has made contributions at any time during the immediately
preceding five (5) plan years. 



        “Permitted
Liens” has the meaning specified in Section 6.01. 



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



        “Plan”
means an employee benefit plan (as defined in Section 3(3) of ERISA) which the Borrower
sponsors or maintains or to which the Borrower makes, is making, or is obligated to make
contributions and includes any Pension Plan. 



        “Prime
Rate” means the rate of interest per annum publicly announced from time to time
by JPMorgan Chase Bank as its prime rate in effect at its principal office in New York
City; each change in the Prime Rate shall be effective from and including the date such
change is publicly announced as being effective. 



        “Register”
has the meaning set forth in Section 9.04. 



        “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. 



        “Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA or the
regulations thereunder, other than any such event for which the 30-day notice requirement
under ERISA has been waived in regulations issued by the PBGC. 



        “Required
Guarantor” means (a) any Subsidiary owning trademarks or other intangibles
material to the conduct of the business of Borrower and its Subsidiaries; (b) any Domestic
Subsidiary with (x) Shareholder’s Equity greater than $1,000,000 or (y) EBIT for any
four consecutive fiscal quarters greater than $1,000,000; and (c) from and after the
closing of the Acquisition of Synavant Inc., Synavant Inc. and (unless the Administrative
Agent otherwise agrees) any Domestic Subsidiary of Synavant Inc. that has
Shareholder’s Equity greater than $1,000,000 or EBIT for any four consecutive fiscal
quarters greater than $1,000,000. Any other Subsidiary required pursuant to Section
5.13(b) to execute and deliver a Subsidiary Guaranty shall also be a “Required
Guarantor.” 



11













	


        “Required
Lenders” means, at any time, Lenders having Revolving Credit Exposures and unused
Commitments representing at least 67% of the sum of the total Revolving Credit Exposures
and unused Commitments at such time. 



        “Requirement
of Law” means, as to any Person, any law (statutory or common), treaty, rule or
regulation or determination of an arbitrator or of a Governmental Authority, in each case
applicable to or binding upon the Person or any of its property or to which the Person or
any of its property is subject. 



        “Responsible
Officer” means the chief executive officer, president or chief financial officer
of the Borrower; or, with respect to compliance with financial covenants, the chief
financial officer or the treasurer of the Borrower. 



        “Restricted
Payment” means any dividend or other distribution (whether in cash, securities or
other property) with respect to any Equity Interests in the Borrower or any Subsidiary, or
any payment (whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such Equity Interests in the Borrower or any option,
warrant or other right to acquire any such Equity Interests in the Borrower. 



        “Revolving
Borrowing” has the same meaning as “Borrowing”. 



        “Revolving Credit
Exposure” means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure at
such time. 



        “Revolving
Loan” means a Loan made pursuant to Section 2.03. 



        “Shareholder’s
Equity” of any Person has the meaning assigned to that term by 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 (a) with respect to the Base CD Rate, for new
nonnegotiable nonpersonal time deposits in dollars of over $100,000 with maturities
approximately equal to three months, and (b) with respect to the Adjusted LIBO Rate, for
eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in
Regulation D of the Board). Such reserve percentages shall include those imposed pursuant
to such Regulation D. 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 such
Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve percentage. 



        “Subordinated
Debt” means any unsecured Indebtedness of the Borrower (a) no part of the
principal of which is stated to be payable or is required to be paid (whether by way of
mandatory sinking fund, mandatory redemption, mandatory prepayment or otherwise) prior to
the Maturity Date, and the payment of the principal of and interest on which and other
obligations of the Borrower in respect thereof are subordinated to the prior payment in
full of the principal of and interest (including post-petition interest) on the Notes and
all other obligations and liabilities of the Borrower to the Administrative Agent, the
Lenders and the Issuing Bank hereunder or under any other Loan Document on terms and
conditions first approved in writing by the Administrative Agent and (b) otherwise
containing terms, covenants and conditions satisfactory in form and substance to the
Administrative Agent, as evidenced by its prior written approval thereof. 



12













	


        “Subsidiary”
of a Person means any corporation, association, partnership, limited liability company,
joint venture or other business entity of which more than 50% of the voting stock,
membership interests or other equity interests (in the case of Persons other than
corporations), is owned or controlled directly or indirectly by the Person, or one or more
of the Subsidiaries of the Person, or a combination thereof. Unless the context otherwise
clearly requires, references herein to a “Subsidiary” refer to a Subsidiary of
the Borrower. 



        “Subsidiary
Guarantor” means any Subsidiary that has executed and delivered a Subsidiary
Guaranty. 



        “Subsidiary
Guaranty” means the guaranty of obligations of the Borrower to the Administrative
Agent, the Issuing Bank and the Lenders under this Agreement and the other Loan Documents
in form and substance satisfactory to the Administrative Agent executed at any time by a
Subsidiary Guarantor. 



        “Surety
Instruments” means all letters of credit (including standby and commercial),
banker’s acceptances, bank guaranties, shipside bonds, surety bonds and similar
instruments. 



        “Swap
Contract” means any agreement, whether or not in writing, that is a rate swap,
basis swap, forward rate transaction, commodity swap, commodity option, equity or equity
index swap or option, bond, note or bill option, interest rate option, forward foreign
exchange transaction, cap, collar or floor transaction, currency swap, cross-currency rate
swap, swaption, currency option or any other, similar transaction (including any option to
enter into any of the foregoing) or any combination of the foregoing, and, unless the
context otherwise clearly requires, any master agreement relating to or governing any or
all of the foregoing. 



        “Swap
Termination Value” means, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to
such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been
closed out and termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s)
determined as the mark-to-market value(s) for such Swap Contracts, as determined by the
Borrower based upon one or more mid-market or other readily available quotations provided
by any recognized dealer in such Swap Contracts (which may include the Administrative
Agent). 



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



        “Three-Month
Secondary CD Rate” means, for any day, the secondary market rate for three-month
certificates of deposit reported as being in effect on such day (or, if such day is not a
Business Day, the next preceding Business Day) by the Board through the public information
telephone line of the Federal Reserve Bank of New York (which rate will, under the current
practices of the Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day) or, if such rate is not so reported on such day or
such next preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City received
at approximately 10:00 a.m., New York City time, on such day (or, if such day is not a
Business Day, on the next preceding Business Day) by the Administrative Agent from three
negotiable certificate of deposit dealers of recognized standing selected by it. 




13













	


        “Transactions”
means the execution, delivery and performance by the Borrower and the Subsidiary
Guarantors of this Agreement and the other Loan Documents, the borrowing of Loans, the use
of the proceeds thereof and the issuance of Letters of Credit hereunder. 



        “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 the
Adjusted LIBO Rate or the Alternate Base Rate. 



        “Unfunded
Pension Liability” means the excess of all Plans’ aggregate benefit
liabilities under Section 4041(a)(16) of ERISA, over the current value of those
Plans’ assets, determined in accordance with the assumptions used for funding such
Pension Plans pursuant to Section 412 of the Code for the applicable plan year. 



        “Wholly-Owned
Subsidiary” means any corporation in which (other than directors’ qualifying
shares required by law) 100% of the capital stock of each class having ordinary voting
power, and 100% of the capital stock of every other class, in each case, at the time as of
which any determination is being made, is owned, beneficially and of record, by the
Borrower, or by one or more of the other Wholly-Owned Subsidiaries, or both. 




        “SECTION 1.02.  
Classification of Loans and Borrowings.  For purposes of this Agreement, Loans may be
classified and referred to by Type (e.g., a “Eurodollar Loan” or an “ABR Loan”).  Borrowings also may be
classified and referred to by Type (e.g., a “Eurodollar Borrowing” or an “ABR Borrowing”).




        SECTION 1.03.  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 (a) 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),
(b) any definition of or reference to any statute or regulation herein shall be construed
as referring to such statute or regulation as from time to time amended, supplemented or
otherwise modified, (c) any reference herein to any Person shall be construed to include
such Person’s successors and assigns, (d) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular provision
hereof, (e) 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
Agreement and (f) 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. 




        SECTION 1.04.  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. 



14













	


ARTICLE II



The Credits 




        SECTION 2.01.  Commitments.    
          Subject to the terms and conditions set forth herein, each Lender agrees to make
          Revolving Loans to the Borrower from time to time during the Availability Period
          in an aggregate principal amount that will not result in such Lender’s
          Revolving Credit Exposure exceeding such Lender’s Commitment. Within the
          foregoing limit and subject to the terms and conditions set forth herein, the
          Borrower may borrow, prepay and reborrow Revolving Loans. 




        SECTION 2.02.  Loans
and Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing
consisting of Revolving Loans made by the Lenders ratably in accordance with their
respective Commitments. The failure of any Lender to make any Loan required to be made by
it shall not relieve any other Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for any other
Lender’s failure to make Loans as required. 




        (b)    
          Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of
          ABR Loans or Eurodollar Loans as the Borrower may request in accordance
          herewith. Each 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
          Agreement. 




        (c)    
          At the commencement of each Interest Period for any Eurodollar Revolving
          Borrowing, such Borrowing shall be in an aggregate amount that is an integral
          multiple of $100,000 and not less than $3,000,000. At the time that each ABR
          Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that
          is an integral multiple of $100,000 and not less than $500,000; provided
          that an ABR Revolving Borrowing may be in an aggregate amount that is equal to
          the entire unused balance of the total Commitments or that is required to
          finance the reimbursement of an LC Disbursement as contemplated by Section
          2.06(e). 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 10 Eurodollar
          Revolving Borrowings outstanding. 




        (d)    
          Notwithstanding any other provision of this 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. 



        SECTION 2.03.  Requests
for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify
the Administrative Agent of such request by telephone (a) 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 (b) 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; provided that any such notice of an ABR Revolving Borrowing to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not
later than 10:00 a.m., New York City time, on the date of the proposed Borrowing.
Notwithstanding the foregoing, if the closing under this Agreement occurs before 2:00
p.m. on the Closing Date, then such notice of a request for an ABR Borrowing to be made
on the Closing Date may be given to the Administrative Agent at the time of such closing.
Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing
Request in a form approved by the Administrative Agent and signed by the Borrower. Each
such telephonic and written Borrowing Request shall specify the following information in
compliance with Section 2.02:  



15















	  	
(i)
                       the aggregate amount of
the requested Borrowing;  






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






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






	  	
(iv)
                       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  






	  	
(v)
                       the location and number of
the Borrower’s account to which funds are to be                disbursed, which
shall comply with the requirements of Section 2.07.  






	


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



        SECTION 2.04.  [Reserved]  



        SECTION 2.05.  [Reserved]  



        SECTION 2.06.  Letters
of Credit.  (a) General. Subject to the terms and conditions
set forth herein, the Borrower may request the issuance of Letters of Credit 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 Availability Period. In the event of
any inconsistency between the terms and conditions of this 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 Agreement shall control.  



        (b)    Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To           request
the issuance of a Letter of Credit (or the amendment, renewal or           extension of
an outstanding Letter of Credit), the Borrower shall hand deliver           or telecopy
(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 (reasonably in advance of the requested date of issuance,           amendment,
renewal or extension) a notice requesting the issuance of a Letter of           Credit,
or identifying the Letter of Credit to be amended, renewed or extended,           and
specifying the date of issuance, amendment, renewal or extension (which           shall
be a Business Day), the date on which such Letter of Credit is to expire           (which
shall comply with paragraph (c) of this Section), the amount of such           Letter of
Credit, the name and address of the beneficiary thereof and such other
          information as shall be necessary to prepare, amend, renew or extend such
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 Letter of Credit. A Letter of Credit shall
be           issued, amended, renewed or extended only if (and upon issuance, amendment,
          renewal or extension of each Letter of Credit the Borrower shall be deemed to
          represent and warrant that), after giving effect to such issuance, amendment,
          renewal or extension (i) the LC Exposure shall not exceed $10,000,000 and (ii)
          the sum of the total Revolving Credit Exposures shall not exceed the total
          Commitments. When issued, the amount of each Letter of Credit shall be not less
          than $50,000 unless the Administrative Agent otherwise agrees.  




16













	


        (c)    Expiration
Date. Each Letter of Credit shall expire at or prior to the           close of
business on the earlier of (i) the date one year after the date of the           issuance
of such 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           five
Business Days prior to the Maturity Date.  



        (d)    Participations.
By the issuance of a Letter of Credit (or an amendment to           a Letter of Credit
increasing the amount thereof) and without any further action           on the part of
the Issuing Bank or the Lenders, the Issuing Bank hereby grants           to each Lender,
and each Lender hereby acquires from the Issuing Bank, a           participation in such
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 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 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 Commitments, and that each such payment shall be made
without           any offset, abatement, withholding or reduction whatsoever.  



        (e)    Reimbursement.
If the Issuing Bank shall make any 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
12:00 noon, New York City time, on the date that such LC           Disbursement is made,
if the Borrower shall have received notice of such LC           Disbursement prior to
10:00 a.m., New York City time, on such date, or, if such           notice has not been
received by the Borrower prior to such time on such date,           then not later than
12:00 noon, New York City time, on (i) the Business Day that           the Borrower
receives such notice, if such notice is received prior to 10:00           a.m., New York
City time, on the day of receipt, or (ii) the Business Day           immediately
following the day that the Borrower receives such notice, if such           notice is not
received prior to such time on the day of receipt; provided          that, if such
LC Disbursement is not less than $100,000 the Borrower may,           subject to the
conditions to borrowing set forth herein, request in accordance           with Section
2.03 or 2.05 that such payment be financed with an ABR Revolving           Borrowing 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 Revolving Borrowing. If the Borrower fails to make such           payment
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 2.07 with respect to Loans made by such Lender           (and Section
2.07 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 as contemplated above) shall not
          constitute a Loan and shall not relieve the Borrower of its obligation to
          reimburse such LC Disbursement.  



17













	


        (f)    Obligations
Absolute. The Borrower’s obligation 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 Agreement under any and all circumstances whatsoever and           irrespective of
(i) any lack of validity or enforceability of any Letter of           Credit or this
Agreement, or any term or provision therein, (ii) any draft or           other document
presented under a Letter of Credit proving to be forged,           fraudulent 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 (iv) 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 the Administrative Agent, the Lenders nor the Issuing Bank, nor any of
          their 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 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.  



        (g)    Disbursement
Procedures. The Issuing Bank shall, promptly following its           receipt thereof,
examine all documents purporting to represent a demand for           payment under a
Letter of Credit. The Issuing Bank shall promptly notify the           Administrative
Agent and the Borrower by telephone (confirmed by telecopy) 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 Lenders with respect to any such LC Disbursement.  



        (h)    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 2.13(c) 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.  



18













	


        (i)    Replacement
of the Issuing Bank. The Issuing Bank may be replaced at any           time by
written agreement among the Borrower, the Administrative Agent, the           replaced
Issuing Bank and the successor Issuing Bank. The Administrative Agent           shall
notify the Lenders of any such replacement of the Issuing Bank. At the           time any
such replacement shall become effective, the Borrower shall pay all           unpaid fees
accrued for the account of the replaced Issuing Bank pursuant to           Section
2.12(b). From and after the effective date of any such replacement, (i)           the
successor Issuing Bank shall have all the rights and obligations of the           Issuing
Bank under this Agreement with respect to Letters of Credit to be issued
          thereafter and (ii) references herein to the term “Issuing Bank” shall
          be deemed to refer to such successor or to any previous Issuing Bank, or to
such           successor and all previous Issuing Banks, as the context shall require.
After           the replacement of an Issuing Bank hereunder, the replaced Issuing Bank
shall           remain a party hereto and shall continue to have all the rights and
obligations           of an Issuing Bank under this Agreement with respect to Letters of
Credit issued           by it prior to such replacement, but shall not be required to
issue additional           Letters of Credit.  



        (j)    Cash
Collateralization. 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 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 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 (f) or (g) of Section 7.01. Such
          deposit shall be held by the Administrative Agent as collateral for the payment
          and performance of the obligations of the Borrower under this Agreement and the
          other Loan Documents. The Administrative Agent shall have exclusive dominion
and           control, including the exclusive right of withdrawal, over such account.
Other           than any interest earned on the investment of such deposits, which
investments           shall be made at the option and sole discretion of the
Administrative Agent and           at the Borrower’s risk and expense, such deposits
shall not bear interest.           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 when due for LC
Disbursements for which it has not           been reimbursed and, to the extent not so
applied, shall be applied as a payment           to satisfy other obligations of the
Borrower under this 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.  



        (k)    Existing
Letters of Credit. The Borrower and JPMorgan Chase Bank           acknowledge that
such Bank has previously issued letters of credit for the           account of the
Borrower in the aggregate amount of $500,000 or less that are now           outstanding.
Such Bank, the Administrative Agent and the Issuing Bank shall           within thirty
(30) days after the Closing Date make adjustment to their internal           records such
that (and they, the Borrower and the other Lenders agree that) such           letters of
credit will be deemed to have been issued by the Issuing Bank under           this
Agreement and to be “Letters of Credit” hereunder.  



        SECTION 2.07.  Funding
of Borrowings.(a) 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 12:00 noon,
New York City time, to the account of the Administrative Agent most recently designated
by it for such purpose by notice to the Lenders. The Administrative Agent shall make such
Loans available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing Request; provided that
ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided
in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.  



19













	


        (b)              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 paragraph (a) of this Section and may, in
          reliance upon such assumption, make available to the Borrower 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
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           applicable to ABR Loans. If such Lender pays such amount to the
Administrative           Agent, then such amount shall constitute such Lender’s Loan
included in           such Borrowing.  



        SECTION 2.08.  Interest
Elections.(a)  Each Revolving Borrowing initially shall be of the Type specified
in the applicable Borrowing Request and, in the case of a Eurodollar Revolving Borrowing,
shall have an initial Interest Period as specified in such Borrowing 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 Revolving 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 Lenders holding the Loans comprising
such Borrowing, and the Loans comprising each such portion shall be considered a separate
Borrowing.  



        (b)
                To make an election pursuant to this Section, the Borrower shall
notify the                Administrative Agent of such election by telephone by the time
that a Borrowing                Request would be required under Section 2.03 if the
Borrower were requesting a                Revolving Borrowing of the Type resulting from
such election to be made on the                effective date of such election. Each such
telephonic Interest Election Request                shall be irrevocable and shall be
confirmed promptly by hand delivery or                telecopy to the Administrative
Agent of a written Interest Election Request in a                form approved by the
Administrative Agent and signed by the Borrower.  



        (c)
                Each telephonic and written Interest Election Request shall specify
the                following information in compliance with Section 2.02:  









	  	
(i)
                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) below shall be                specified for each resulting Borrowing);  






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






	



20















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






	  	
(iv)
                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. 



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



        (e)              If
the Borrower fails to deliver a timely Interest Election Request with respect
          to a Eurodollar Revolving Borrowing 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 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 Revolving Borrowing may be
converted to           or continued as a Eurodollar Borrowing and (ii) unless repaid,
each Eurodollar           Revolving Borrowing shall be converted to an ABR Borrowing at
the end of the           Interest Period applicable thereto.  



        SECTION
2.09.  Termination and Reduction of Commitments. (a)  Unless previously
terminated, the Commitments shall terminate on the Maturity Date. 



        (b)              The
Borrower may at any time terminate, or from time to time reduce, the
          Commitments; provided that (i) each reduction of the Commitments shall
be           in an amount that is an integral multiple of $1,000,000 and not less than
          $5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments
          if, after giving effect to any concurrent prepayment of the Loans in accordance
          with Section 2.11, the sum of the Revolving Credit Exposures would exceed the
          total Commitments.  



        (c)              The
Borrower shall notify the Administrative Agent of any election to terminate           or
reduce the 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           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. Any           termination or reduction of the Commitments shall be permanent.
Each reduction           of the Commitments shall be made ratably among the Lenders in
accordance with           their respective Commitments.  



        SECTION 2.10.  Repayment
of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to
pay to the Administrative Agent for the account of each Lender the then unpaid principal
amount of each Revolving Loan on the Maturity Date.  



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





21












	


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



        (d)              The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of
          this Section shall be primafacie 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 Agreement.  



        (e)              Any
Lender may request that Loans made by it be evidenced by a promissory note.           In
such event, the Borrower shall prepare, execute and deliver to such Lender a
          promissory note payable to the order of such Lender (or, if requested by such
          Lender, to such Lender and its registered assigns) and in a form approved by
the           Administrative Agent. Thereafter, the Loans evidenced by such promissory
note           and interest thereon shall at all times (including after assignment
pursuant to           Section 9.04) be represented by one or more promissory notes in
such form           payable to the order of the payee named therein (or, if such
promissory note is           a registered note, to such payee and its registered
assigns). Each such           promissory note will be called herein a “Note”.  



        SECTION 2.11.  Prepayment
of Loans. (a)  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 prior notice in accordance with
paragraph (b) of this Section.  



        (b)              The
Borrower shall notify the Administrative Agent by telephone (confirmed by
          telecopy) of any prepayment hereunder (i) in the case of prepayment of a
          Eurodollar Revolving 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 Revolving 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 Commitments as contemplated by Section 2.09, then such
notice           of prepayment may be revoked if such notice of termination is revoked in
          accordance with Section 2.09. Promptly following receipt of any such notice
          relating to a Revolving Borrowing, the Administrative Agent shall advise the
          Lenders of the contents thereof. Each partial prepayment of any Revolving
          Borrowing shall be in an amount that would be permitted in the case of an
          advance of a Revolving Borrowing of the same Type as provided in Section 2.02.
          Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans
          included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
          interest to the extent required by Section 2.13.  



        SECTION 2.12.  Fees.
 (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender
a commitment fee on the average daily unused portion of the Commitment of such Lender,
computed on a quarterly basis in arrears on the last Business Day of each calendar
quarter based upon the daily utilization for that quarter as calculated by the
Administrative Agent using the Applicable Rate (appropriately pro-rated, if the
Applicable Rate changes during such quarter). For purposes of calculating utilization
under this subsection, the Commitment of a Lender shall be deemed used on any day to the
extent of such Lender’s Revolving Credit Exposure on such day. Such commitment fees
shall accrue from the Closing Date to the Maturity Date and shall be due and payable
quarterly in arrears on the last Business Day of each calendar quarter commencing on June
30, 2003 through the Maturity Date, with the final payment to be made on the Maturity
Date; provided that, in connection with any reduction or termination of Commitments under
Section 2.09, the accrued commitment fees calculated for the period ending on such date
shall also be paid on the date of such reduction or termination, with the following
quarterly payment being calculated on the basis of the period from such reduction or
termination date to such quarterly payment date. The commitment fees provided in this
subsection shall accrue at all times after the above-mentioned commencement date,
including at any time during which one or more of the conditions of Section 3.02 are not
met. The commitment fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed.  



22













	


        (b)              The
Borrower agrees to pay (i) to the Administrative Agent for the account of           each
Lender a participation fee with respect to its participations in Letters of
          Credit, which shall accrue at the same Applicable Rate used to determine the
          interest rate applicable to Eurodollar Revolving Loans 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 Commitment terminates and the date on which such Lender ceases to
          have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall
          accrue at the rate of six one-hundredths of one percent (.06%) per annum 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 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. Participation fees and fronting fees accrued through
and           including the last day of March, June, September and December of each year
shall           be payable on the third Business Day following such last day, commencing
on the           first such date to occur after the Closing Date; provided that
all such           fees shall be payable on the date on which the Commitments terminate
and any           such fees accruing after the date on which the Commitments terminate
shall be           payable on demand. Any other fees payable to the Issuing Bank pursuant
to this           paragraph shall be payable within 10 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.  



        (c)              The
Borrower agrees to pay to the Administrative Agent, for its own account,           fees
payable in the amounts and at the times separately agreed upon between the
          Borrower and the Administrative Agent.  



        (d)              All
fees payable hereunder shall be paid on the dates due, in immediately           available
funds, to the Administrative Agent (or to the Issuing Bank, in the           case of fees
payable to it) for distribution, in the case of commitment fees and
          participation fees, to the Lenders. Fees paid shall not be refundable under any
          circumstances.  



        SECTION 2.13.  Interest. 
(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base
Rate plus the Applicable Rate.  



        (b)              The
Loans comprising each Eurodollar Borrowing shall bear interest at the           Adjusted
LIBO Rate for the Interest Period in effect for such Borrowing plus the
          Applicable Rate.  



        (c)              Notwithstanding
the foregoing, if any principal of or interest on any Loan 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 per 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 paragraphs of this Section
          or (ii) in the case of any other amount, 2% plus the rate applicable to ABR
          Loans as provided in paragraph (a) of this Section.  



23













	


        (d)              Accrued
interest on each Loan shall be payable in arrears on each Interest           Payment Date
for such Loan and upon termination of the Commitments; provided that (i) interest
accrued pursuant to paragraph (c) of this           Section shall be payable on demand,
(ii) in the event of any repayment or           prepayment of any Loan (other than a
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           and (iii) in the event of
any conversion of any Eurodollar Revolving 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.  



        (e)              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 or Adjusted
LIBO           Rate shall be determined by the Administrative Agent, and such
determination           shall be conclusive absent manifest error.  



        SECTION
2.14.  Alternate Rate of Interest.   If prior to the commencement of any Interest
Period for a Eurodollar Borrowing:  









	  	
(a)
                           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 for such Interest Period; or  






	  	
(b)
                           the Administrative Agent is
advised by the Required Lenders that the Adjusted           LIBO Rate for such Interest
Period will not adequately and fairly reflect the           cost to such Lenders of
making or maintaining their Loans 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 Borrowing shall be ineffective,
and (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such
Borrowing shall be made as an ABR Borrowing. 



        SECTION
2.15.  Increased Costs.  (a) If any Change in Law shall: 









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






	  	
(ii)
                impose on any Lender or the Issuing Bank or the London interbank
market any                other condition affecting this Agreement or Eurodollar Loans
made by such Lender                or any Letter of Credit or participation therein;  






	


24
















	


and the result of any of the
foregoing shall be to increase the cost to such Lender of making or maintaining any
Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase
the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining
any Letter of Credit or to reduce the amount of any sum received or receivable by such
Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then
the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank, as the
case may be, for such additional costs incurred or reduction suffered. 



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



        (c)              A
certificate of a Lender or the Issuing Bank setting forth the amount or           amounts
necessary to compensate such Lender or the Issuing Bank or its holding           company,
as the case may be, 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 Lender or the Issuing Bank, as the           case may be, the
amount shown as due on any such certificate within 15 days           after receipt
thereof.  



        (d)              Failure
or delay on the part of any Lender or the Issuing Bank to demand           compensation
pursuant to this Section shall not constitute a waiver of such           Lender’s or
the Issuing Bank’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender           or the Issuing Bank
pursuant to this Section for any increased costs or           reductions incurred more
than 270 days prior to the date that such Lender or the           Issuing Bank, as the
case may be, notifies the Borrower of the Change in Law           giving rise to such
increased costs or reductions and of such Lender’s or           the Issuing Bank’s
intention to claim compensation therefor; provided           further that, if the
Change in Law giving rise to such increased costs or           reductions is retroactive,
then the 270-day period referred to above shall be           extended to include the
period of retroactive effect thereof.  



        SECTION 2.16.  Break
Funding Payments. In the event of (a) the payment of any principal of any Eurodollar
Loan other than on the last day of an Interest Period applicable thereto (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 on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked under Section
2.11(b) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar
Loan other than on the last day of the Interest Period applicable thereto as a result of
a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower
shall compensate each Lender for the loss, cost and expense attributable to such event.
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 which 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 which would accrue on
such principal amount for such period at the interest rate which 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.  



25













	


        SECTION 2.17.  Taxes. 
(a) Any and all payments by or on account of any obligation of the Borrower hereunder or
under any other Loan Document shall be made free and clear of and without deduction for
any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the
sum payable shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable law.  



        (b)              In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
          Authority in accordance with applicable law.  



        (c)              The
Borrower shall indemnify the Administrative Agent, each Lender and the           Issuing
Bank, within 10 days after written demand therefor, for the full amount           of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent, such           Lender
or the Issuing Bank, as the case may be, on or with respect to any           payment by
or on account of any obligation of the Borrower hereunder (including
          Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
          amounts payable under this Section) and any penalties, interest and reasonable
          expenses arising therefrom or with respect thereto, whether or not such
          Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
          by the relevant Governmental Authority. A certificate as to the amount of such
          payment or liability delivered to the Borrower by a Lender or the Issuing Bank,
          or by the Administrative Agent on its own behalf or on behalf of a Lender or
the           Issuing Bank, shall be conclusive absent manifest error.  



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



        (e)              Any
Foreign Lender that is entitled to an exemption from or reduction of
          withholding tax under the law of the jurisdiction in which the Borrower is
          located, or any treaty to which such jurisdiction is a party, with respect to
          payments under this Agreement 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.  



        (f)              If
the Administrative Agent or a Lender determines, in its sole discretion, that
          it has received a refund of any Taxes or Other Taxes as to which it has been
          indemnified by the Borrower or with respect to which the Borrower has paid
          additional amounts pursuant to this Section 2.17, it shall pay over such refund
          to the Borrower (but only to the extent of indemnity payments made, or
          additional amounts paid, by the Borrower under this Section 2.17 with respect
to           the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket           expenses of the Administrative Agent or such Lender and without
interest (other           than any interest paid by the relevant Governmental Authority
with respect to           such refund); provided, that the Borrower, upon the request of
the           Administrative Agent or such Lender, agrees to repay the amount paid over
to the           Borrower (plus any penalties, interest or other charges imposed by the
relevant           Governmental Authority) to the Administrative Agent or such Lender in
the event           the Administrative Agent or such Lender is required to repay such
refund to such           Governmental Authority. This Section shall not be construed to
require the           Administrative Agent or any Lender to make available its tax
returns (or any           other information relating to its taxes which it deems
confidential) to the           Borrower or any other Person.  







26












	


        SECTION 2.18.  Payments
Generally; Pro Rata Treatment; Sharing of Set-offs. (a)   The Borrower shall make
each payment required to be made by it hereunder (whether of principal, interest, fees or
reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or
2.17, or otherwise) or under any other Loan Document prior to 12:00 noon, New York City
time, on the date when due, in immediately available funds, without set off 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 offices at 270 Park Avenue, New York, New York, except
payments to be made directly to the Issuing Bank as expressly provided herein and except
that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 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.  



        (b)              If
at any time insufficient funds are received by and available to the
          Administrative Agent to pay fully all amounts of principal, unreimbursed LC
          Disbursements, interest and fees then due hereunder, such funds shall be
applied           (i) first, towards payment of interest and fees then due hereunder,
ratably           among the parties entitled thereto in accordance with the amounts of
interest           and fees then due to such parties, and (ii) second, towards payment of
principal           and unreimbursed LC Disbursements then due hereunder, ratably among
the parties           entitled thereto in accordance with the amounts of principal and
unreimbursed LC           Disbursements then due to such parties.  



        (c)              If
any Lender shall, by exercising any right of set off or counterclaim or
          otherwise, obtain payment in respect of any principal of or interest on any of
          its Revolving Loans or participations in LC Disbursements resulting in such
          Lender receiving payment of a greater proportion of the aggregate amount of its
          Revolving Loans and participations in LC Disbursements and accrued interest
          thereon than the proportion received by any other Lender, then the Lender
          receiving such greater proportion shall purchase (for cash at face value)
          participations in the Revolving Loans and participations in LC Disbursements of
          other Lenders to the extent necessary so that the benefit of all such payments
          shall be shared by the Lenders ratably in accordance with the aggregate amount
          of principal of and accrued interest on their respective Revolving Loans and
          participations in LC Disbursements; 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           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 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such
          participation as fully as if such Lender were a direct creditor of the Borrower
          in the amount of such participation.  



27













	


        (d)              Unless
the Administrative Agent shall have received notice from the Borrower           prior to
the date on which any payment is due to the Administrative Agent for           the
account of the Lenders or the Issuing Bank hereunder that the Borrower will           not
make such payment, the Administrative Agent may assume that the Borrower has
          made such payment on such date in accordance herewith and may, in reliance upon
          such assumption, distribute to the Lenders or the Issuing Bank, as the case may
          be, the amount due. In such event, if the Borrower has not in fact made such
          payment, then each of the Lenders or the Issuing Bank, as the case may be,
          severally agrees to repay to the Administrative Agent forthwith on demand the
          amount so distributed to such Lender or Issuing Bank 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.  



        (e)              If
any Lender shall fail to make any payment required to be made by it pursuant           to
Section 2.05(c), 2.06(d) or (e), 2.07(b) or 2.18(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 Lender to satisfy such Lender’s obligations under such
          Sections until all such unsatisfied obligations are fully paid.  



        SECTION 2.19.  Mitigation
Obligations; Replacement of Lenders. (a)  If any Lender requests compensation under
Section 2.15, 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 2.17,
then such Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, if, in the judgment of such Lender,
such designation or assignment (i) would eliminate or reduce amounts payable pursuant to
Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred
by any Lender in connection with any such designation or assignment.  



        (b)              If
any Lender requests compensation under Section 2.15, 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 2.17, or if any
          Lender defaults in its obligation to fund Loans hereunder, then the Borrower
          may, at its sole expense 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 9.04), all its interests, rights and obligations under this Agreement
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, 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 and           participations in LC Disbursements, 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 2.15 or
payments required           to be made pursuant to Section 2.17, 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.  



28












	


ARTICLE III 



Conditions 



        SECTION 3.01.  Closing
Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue
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 9.02):  










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






	  	
(b)
                           The Administrative Agent
shall have received the Notes, duly executed by the           Borrower.  






	  	
(c)
                           The Administrative Agent
shall have received the Subsidiary Guaranties, duly           executed by the Required
Guarantors (respectively).  






	  	
(d)
                           The Administrative Agent
shall have received a favorable written opinion           (addressed to the
Administrative Agent and the Lenders and dated the Closing           Date) of Pitney,
Hardin, Kipp & Szuch LLP, counsel for the Borrower,           covering such matters
relating to the Borrower, the Required Guarantors, this           Agreement, the other
Loan Documents and the Transactions as the Administrative           Agent shall
reasonably request, in form and substance satisfactory to the           Administrative
Agent. The Borrower hereby requests such counsel to deliver such           opinion.  






	  	
(e)
                           The Administrative Agent
shall have received such documents and certificates as           the Administrative Agent
or its counsel may reasonably request relating to the           organization, existence
and good standing of the Borrower, the Required           Guarantors, the authorization
of the Transactions and any other legal matters           relating to the Borrower, the
Required Guarantors, this Agreement, the other           Loan Documents or the
Transactions, all in form and substance satisfactory to           the Administrative
Agent and its counsel.  






	  	
(f)
                           The Administrative Agent
shall have received a certificate, dated the Closing           Date and signed by a
Responsible Officer of the Borrower, stating that (i) the           representations and
warranties contained in Article IV are true and correct on           and as of such date,
and (ii) no Default exists on such date and no Default           would result from any
Borrowing being made on such date, and (iii) there has           occurred since December
31, 2002 no event or circumstance that has resulted or           could reasonably be
expected to result in a Material Adverse Effect.  






	  	
(g)
                           All amounts owing to
JPMorgan Chase Bank under the Credit Agreement dated           November 30, 1998 between
the Borrower and such Bank shall have been paid.  






	  	
(h)
                           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.  






	


29















	  	
(i)
                           The Administrative Agent
shall have received evidence of such other approvals,           opinions, documents or
materials as the Administrative Agent may reasonably           request.  






	


The Administrative Agent shall notify
the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and
binding. 



        SECTION 3.02.  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, amend, renew or extend any Letter of Credit,
is subject to the satisfaction of the following conditions:  









	  	
(a)
                           The representations and
warranties of the Borrower set forth in this Agreement           shall be true and
correct on and as of the date of such Borrowing or the date of           issuance,
amendment, renewal or extension of such Letter of Credit, as           applicable.  






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






	


Each Borrowing and each issuance,
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. 



ARTICLE IV 



Representations and
Warranties 



        The
Borrower represents and warrants to the Lenders that: 




        SECTION
4.01.  Corporate Existence and Power.  The Borrower and each of its Subsidiaries: 










	  	
(a)
                           is a corporation, duly
organized, validly existing and in good standing under           the laws of the
jurisdiction of its organization;  






	  	
(b)
                           has the power and authority
to execute, deliver, and perform its obligations           under the Loan Documents;  






	  	
(c)
                           has the power and authority
and all governmental licenses, authorizations,           consents and approvals to own
its assets and to carry on its business except to           the extent that the failure
to have such power and authority or such licenses,           authorizations, consents and
approvals would not reasonably be expected to have           a Material Adverse Effect;  






	  	
(d)
                           is duly qualified as a
foreign corporation and is licensed and in good standing           under the laws of each
jurisdiction where its ownership, lease or operation of           property or the conduct
of its business requires such qualification or license           except to the extent
that the failure to be so would not reasonably be expected           to have a Material
Adverse Effect; and  






	


30















	  	
(e)
                           is in compliance in all
material respects with all Requirements of Law except           to the extent that the
failure to be in compliance would not reasonably be           expected to have a Material
Adverse Effect.  






	


        SECTION 4.02.  Authorization;
No Contravention.  The execution, delivery and performance by the Borrower and the
Subsidiary Guarantors of this Agreement and each other Loan Document to which such Person
is party, have been duly authorized by all necessary corporate action, and do not and
will not:  








	  	
(a)
                           contravene the terms of any
of that Person’s Organization Documents;  






	  	
(b)
                           conflict with or result in
any breach or contravention of, or the creation of           any Lien (other than
Permitted Liens) under, any document evidencing any           material Contractual
Obligation to which such Person is a party or any order,           injunction, writ or
decree of any Governmental Authority to which such Person or           its property is
subject; or  






	  	
(c)
                           violate any Requirement of
Law in any respect, the violation of which would be           reasonably be expected to
result in a Material Adverse Effect.  






	


        SECTION 4.03.  Governmental
Authorization. No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority is necessary or required in
connection with the execution, delivery or performance by, or enforcement against, the
Borrower or any of the Subsidiary Guarantors of this Agreement or any other Loan
Document.  



        SECTION 4.04.  Binding
Effect. This Agreement and each other Loan Document to which the Borrower or any
Subsidiary Guarantor is a party constitute the legal, valid and binding obligations of
the Borrower and such Subsidiary Guarantor to the extent it is a party thereto,
enforceable against such Person in accordance with their respective terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors’ rights generally or by equitable principles
relating to enforceability.  



        SECTION 4.05.  Litigation. Set
forth on Schedule 4.05 are, as of the Closing Date, all actions, suits, proceedings,
claims or disputes which, to the knowledge of the Borrower, if determined adversely to
the Borrower or its Subsidiary, could reasonably be expected to result in liability for
damages in an amount exceeding $250,000 (the “Disclosed Claims”). Including the
Disclosed Claims, there are no actions, suits, proceedings, claims or disputes pending or
(to the knowledge of the Borrower) threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, against the Borrower, or its
Subsidiaries or any of their respective properties:  










	  	
(a)
                  which purport to affect or pertain
to this Agreement or any other Loan           Document, or any of the transactions
contemplated hereby or thereby; or  






	  	
(b)
                           which, if determined
adversely to the Borrower or its Subsidiaries, could           result in liability for
damages which would be reasonably expected to result in           a Material Adverse
Effect.  






	


No injunction, writ, temporary
restraining order or any order of any nature has been issued by any court or other
Governmental Authority purporting to enjoin or restrain the execution, delivery or
performance of this Agreement or any other Loan Document, or directing that the
transactions provided for herein or therein not be consummated as herein or therein
provided. 




31













	


        SECTION 4.06.  No
Default. No Default exists or would result from the incurring of any Obligations by
the Borrower. As of the Closing Date, neither the Borrower nor any Subsidiary is in
default under or with respect to any material Contractual Obligation in any respect
which, individually or together with all such defaults, could reasonably be expected to
have a Material Adverse Effect, or that would, if such default had occurred after the
Closing Date, create an Event of Default under subsection 7.01(e).  



        SECTION 4.07.  ERISA
Compliance. (a)  (i) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other federal or state law; (ii) each Plan
which is intended to qualify under Section 401(a) of the Code has received a favorable
determination letter from the IRS and to the best knowledge of the Borrower, nothing has
occurred which would cause the loss of such qualification, and (iii) the Borrower and
each ERISA Affiliate has made all required contributions to any Plan subject to Section
412 of the Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with respect to any
Plan.  



        (b)              There
are no pending or, to the best knowledge of Borrower, threatened claims,
          actions or lawsuits, or action by any Governmental Authority, with respect to
          any Plan which has resulted or could reasonably be expected to result in a
          Material Adverse Effect. There has been no prohibited transaction or violation
          of the fiduciary responsibility rules with respect to any Plan which has
          resulted or could reasonably be expected to result in a Material Adverse
Effect.  



        (c)              (i)
No ERISA Event has occurred or is reasonably expected to occur; (ii) no           Pension
Plan has any Unfunded Pension Liability which could reasonably be           expected to
result in a Material Adverse Effect; (iii) neither the Borrower nor           any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability           under
Title IV of ERISA with respect to any Pension Plan (other than premiums           due and
not delinquent under Section 4007 of ERISA) which could reasonably be           expected
to result in a Material Adverse Effect; (iv) neither the Borrower nor           any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability           (and no
event has occurred which, with the giving of notice under Section 4219           of
ERISA, would result in such liability) under Section 4201 or 4243 of ERISA           with
respect to a Multiemployer Plan which could reasonably be expected to           result in
a Material Adverse Effect; and (v) neither the Borrower nor any ERISA           Affiliate
has engaged in a transaction that could be subject to Section 4069 or           4212(c)
of ERISA which could reasonably be expected to result in a Material           Adverse
Effect.  



        SECTION 4.08.  Use
of Proceeds; Margin Regulations. The proceeds of the Loans are to be used solely for
the purposes set forth in and permitted by Section 5.12 and Section 6.07. Neither the
Borrower nor any Subsidiary is generally engaged in the business of purchasing or selling
Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock
and none of the proceeds of the Loans shall be used for the purpose of purchasing or
carrying Margin Stock.  



        SECTION 4.09.  Title
to Properties. The Borrower and each Subsidiary have good record and marketable title
in fee simple to, or valid leasehold interests in, all real property necessary or used in
the ordinary conduct of their respective businesses, except for such defects in title as
could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. As of the Closing Date, the property of the Borrower and its Subsidiaries
is subject to no Liens, other than Permitted Liens.  



        SECTION 4.10.  Taxes. The
Borrower and its Subsidiaries have filed all Federal and other material tax returns and
reports required to be filed, and have paid all Federal and other material taxes,
assessments, fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings and for which adequate reserves have
been provided in accordance with GAAP. There is no proposed tax assessment against the
Borrower or any Subsidiary that would reasonably be expected to have a Material Adverse
Effect.  



32













	


        SECTION
4.11.  Financial Condition.   Since December 31, 2002, there has been no Material
Adverse Effect. 



        SECTION 4.12.  Environmental
Matters. The Borrower is not aware of any existing Environmental Claims on its
business, operations or properties (whether owned or leased), except as specifically
disclosed in Schedule 4.12, which, individually or in the aggregate, are reasonably
expected to result in a Material Adverse Effect.  



        SECTION 4.13.  Regulated
Entities. None of the Borrower, any Person controlling the Borrower, or any
Subsidiary, is an “Investment Borrower” within the meaning of the Investment
Borrower Act of 1940. The Borrower is not subject to regulation under the Public Utility
Holding Borrower Act of 1935, the Federal Power Act, any state public utilities code, or
any other Federal or state statute or regulation limiting its ability to incur
Indebtedness.  



        SECTION 4.14.  No
Burdensome Restrictions. To the knowledge of the Borrower, neither the Borrower nor
any Subsidiary is a party to or bound by any Contractual Obligation, or subject to any
restriction in any Organization Document, or any Requirement of Law, which could
reasonably be expected to have a Material Adverse Effect.  



        SECTION 4.15.  Copyrights,
Patents, Trademarks and Licenses, Etc. The Borrower or its Subsidiaries own or are
licensed or otherwise have the right to use all of the patents, trademarks, service
marks, trade names, copyrights, contractual franchises, authorizations and other rights
that are reasonably necessary for the operation of their respective businesses, without
conflict in any material respect with the rights of any other Person. To the knowledge of
the Borrower, no slogan or other advertising device, product, process, method, substance,
part or other material now employed, or now contemplated to be employed, by the Borrower
or any Subsidiary infringes upon any rights held by any other Person in any material
respect. Except as specifically disclosed in Schedule 4.05, no claim or litigation
regarding any of the foregoing is pending or to the knowledge of the Borrower threatened,
and no patent, invention, device, application, principle or any statute, law, rule,
regulation, standard or code is pending or, to the knowledge of the Borrower, proposed,
which, in either case, could reasonably be expected to have a Material Adverse Effect.  



        SECTION 4.16.  Subsidiaries. As
of the Closing Date, the Borrower has no Subsidiaries other than those specifically
disclosed in part (a) of Schedule 4.16 hereto and has no equity investments in any other
corporation or entity other than those specifically disclosed in part (b) of Schedule
4.16.  



        SECTION 4.17.  Insurance. Except
as specifically disclosed in Schedule 4.17, the properties of the Borrower and its
Subsidiaries are insured with financially sound and reputable insurance companies not
Affiliates of the Borrower pursuant to insurance policies containing amounts, deductibles
and risk coverages that are commercially prudent for the Borrower.  



        SECTION 4.18.  Full
Disclosure. None of the representations or warranties made by the Borrower or any
Subsidiary in the Loan Documents as of the date such representations and warranties are
made or deemed made, and none of the statements contained in any exhibit, report,
statement or certificate furnished by or on behalf of the Borrower or any Subsidiary in
connection with the Loan Documents (including the offering and disclosure materials
delivered by or on behalf of the Borrower to the Administrative Agent or any Lender prior
to the Closing Date), contains any untrue statement of a material fact or omits any
material fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances under which they are made, not misleading as of
the time when made or delivered.  



33













	


        SECTION 4.19.  Subsidiary
Guaranties. All Subsidiaries which meet the criteria set forth in the definition of
Required Guarantor have authorized, executed and delivered a Subsidiary Guaranty in favor
of the Administrative Agent, the Issuing Bank and the Lenders.  



ARTICLE V 



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 hereunder or under any other Loan Document
have been paid in full and all Letters of Credit have expired or terminated and all LC
Disbursements have been reimbursed, the Borrower covenants and agrees with the Lenders
that: 



        SECTION 5.01.  Financial
Statements. The Borrower shall deliver to the Administrative Agent and each Lender,
in form and detail satisfactory to the Administrative Agent:  










	  	
(a)
                           as soon as available, but
not later than 90 days after the end of each fiscal           year, a copy of the audited
consolidated balance sheet of the Borrower and its           Subsidiaries as at the end
of such year and the related audited consolidated           statements of income or
operations, shareholders’ equity and cash flows for           such year, setting
forth in each case in comparative form the figures for the           previous fiscal
year, and accompanied by the opinion of a nationally-recognized           independent
public accounting firm (“Independent Auditor”) which           report shall
state that such consolidated financial statements present fairly           the financial
position for the periods indicated in conformity with GAAP applied           on a basis
consistent with prior years. Such opinion shall not be qualified or           limited
because of a restricted or limited examination by the Independent           Auditor of
any material portion of the Borrower’s or any Subsidiary’s           records
and shall be delivered to the Administrative Agent and the Lenders           pursuant to
a reliance agreement between the Administrative Agent and such           Independent
Auditor in form and substance satisfactory to the Administrative           Agent. The
Borrower shall concurrently deliver for the same time period an           unaudited
consolidating balance sheet and unaudited consolidating statements of           income
and operations which present fairly the financial position of the           Borrower and
the Material Subsidiaries in a manner reasonably satisfactory to           the
Administrative Agent; and  






	  	
(b)
                           as soon as available, but
not later than 45 days after the end of each of the           first three fiscal quarters
of each fiscal year (commencing with the fiscal           quarter ended June 30, 2003), a
copy of the unaudited consolidated balance sheet           of the Borrower and its
Subsidiaries as of the end of such quarter and the           related consolidated
statements of income, shareholders’ equity and cash           flows for the period
commencing on the first day and ending on the last day of           such quarter, and
certified by a Responsible Officer as fairly presenting, in           accordance with
GAAP (subject to year-end audit adjustments), the financial           position and the
results of operations of the Borrower and the Subsidiaries. The           Borrower shall
concurrently deliver for the same time period an unaudited           consolidating
balance sheet and the related unaudited consolidating statements           of income,
shareholders’ equity and cash flows which present fairly the           financial
position of the Borrower and the Material Subsidiaries in a manner           reasonably
satisfactory to the Administrative Agent.  






	


34















	


        SECTION
5.02.  Certificates; Other Information.  The Borrower shall furnish to the
Administrative Agent and each Lender:  









	  	
(a)
                           concurrently with the
delivery of the financial statements referred to in           subsections 5.01 (a) and
5.01(b), each of (x) a certificate of a Responsible           Officer of the Borrower
stating that in making the examination necessary           therefor no knowledge was
obtained of any Default; or if knowledge of a Default           was obtained, then a
certificate of a Responsible Officer of the Borrower           describing the nature of
such Default, together with a description of the remedy           of same by the Borrower
and (y) a Compliance Certificate executed by a           Responsible Officer with
computations demonstrating compliance with the           financial covenants set forth in
Section 6.12 and the covenant set forth in           Section 6.14 in a form and substance
satisfactory to the Administrative Agent;           and  






	  	
(b)
                           as soon as available, but
not later than 60 days after the beginning of each           fiscal year, a
management-prepared budget of the Borrower and its Subsidiaries           for such fiscal
year containing management’s reasonable and good faith           projections for
such fiscal year; and  






	  	
(c)
                           promptly, such additional
information regarding the business, financial or           corporate affairs of the
Borrower or any Subsidiary as the Administrative Agent           or any Lender may from
time to time reasonably request.  






        SECTION
5.03.  Notices.   The Borrower shall promptly notify the Administrative Agent and each
Lender: 



	  	
(a)
                           of the occurrence of any
Default, and of the occurrence or existence of any           event or circumstance that
reasonably foreseeably will become a Default;  






	  	
(b)
                           of any matter that has
resulted or is reasonably expected to result in a           Material Adverse Effect,
including (i) breach or non-performance of, or any           default under, a Contractual
Obligation of the Borrower or any Subsidiary, which           is reasonably expected to
result in a Material Adverse Effect; (ii) any material           dispute, litigation,
investigation, proceeding or suspension between the           Borrower or any Subsidiary
and any Governmental Authority, which is reasonably           expected to result in a
Material Adverse Effect; or (iii) the commencement of,           or any material
development in, any material litigation or proceeding affecting           the Borrower or
any Subsidiary, including pursuant to any applicable           Environmental Laws, which
is reasonably expected to result in a Material Adverse           Effect;  






	  	
(c)
                           of the occurrence of any of
the following events affecting the Borrower or any           ERISA Affiliate (but in no
event more than 30 days after such event), and           deliver to the Administrative
Agent and each Lender a copy of any notice with           respect to such event that is
filed with a Governmental Authority and any notice           delivered by a Governmental
Authority to the Borrower or any ERISA Affiliate           with respect to such event:  






	  	
(i)              an
ERISA Event which could reasonably be expected to have a Material Adverse
          Effect;  






	



35















	  	
(ii)
                the Unfunded Pension Liability of any Pension Plan shall increase in
a manner                which could reasonably be expected to have a Material Adverse
Effect;  






	  	
(iii)
                the adoption of, or the commencement of contributions to, any
material Plan                subject to Section 412 of the Code by the Borrower or any
ERISA Affiliate; or  






	  	
(iv)
                the adoption of any amendment to any material Plan subject to
Section 412 of the                Code, if such amendment results in a material increase
in contributions or                Unfunded Pension Liability; and  






	  	
(d)
                           of any material change in
accounting policies or financial reporting practices           by the Borrower or any of
its consolidated Subsidiaries.  






	


        Each
notice under this Section shall be accompanied by a written statement by a Responsible
Officer setting forth details of the occurrence referred to therein, and stating what
action the Borrower or any affected Subsidiary proposes to take with respect thereto and
at what time. Each notice under subsection 5.03(a) shall describe with particularity any
and all clauses or provisions of this Agreement or other Loan Document that have been (or
reasonably foreseeably will be) breached or violated. 



        SECTION
5.04.  Preservation of Existence, Etc.  The Borrower shall, and shall cause each
Subsidiary to: 










	  	
(a)
                           preserve and maintain in
full force and effect its existence and good standing           under the laws of its
state or jurisdiction of incorporation;  






	  	
(b)
                           preserve and maintain in
full force and effect all material governmental           rights, privileges,
qualifications, permits, licenses and franchises necessary           or desirable in the
normal conduct of its business except in connection with           transactions permitted
by Section 6.03 and sales of assets permitted by Section           6.02, the
non-preservation of which could reasonably be expected to have a           Material
Adverse Effect;  






	  	
(c)
                           use reasonable efforts, in
the ordinary course of business, to preserve its           business organization and
goodwill; and  






	  	
(d)
                           preserve or renew all of
its registered patents, trademarks, trade names and           service marks, the
non-preservation of which could reasonably be expected to           have a Material
Adverse Effect.  






	



        SECTION 5.05.  Maintenance
of Property. The Borrower shall maintain, and shall cause each Subsidiary to
maintain, and preserve all its material property which is used or useful in its business
in good working order and condition, ordinary wear and tear excepted and make all
necessary repairs thereto and renewals and replacements thereof except where the failure
to do so could not reasonably be expected to have a Material Adverse Effect and except as
permitted by Section 6.02. The Borrower and each Subsidiary shall use the standard of
care typical in the industry in the operation and maintenance of its facilities.  



        SECTION 5.06.  Insurance. The
Borrower shall maintain, and shall cause each Subsidiary to maintain, with financially
sound and reputable independent insurers, insurance with respect to its material
properties and business against loss or damage of the kinds customarily insured against
by Persons engaged in the same or similar business, of such types and in such amounts as
are customarily carried under similar circumstances by such other Persons.  



36













	


        SECTION 5.07.  Payment
of Obligations. The Borrower shall, and shall cause each Material Subsidiary to, pay
and discharge as the same shall become due and payable, all their respective obligations
and liabilities, including all tax liabilities, assessments and governmental charges or
levies upon it or its properties or assets, unless the same are being contested in good
faith by appropriate proceedings and adequate reserves in accordance with GAAP are being
maintained by the Borrower or such Subsidiary.  



        SECTION 5.08.  Compliance
with Laws. The Borrower shall comply, and shall cause each Subsidiary to comply, in
all material respects with all Requirements of Law of any Governmental Authority having
jurisdiction over it or its business (including the Federal Fair Labor Standards Act),
except such as may be contested in good faith or as to which a bona fide dispute may
exist and except where non-compliance is not reasonably expected to have a Material
Adverse Effect.  



        SECTION 5.09.  Compliance
with ERISA. The Borrower shall, and shall cause each of its ERISA Affiliates to: (a)
maintain each Plan in compliance in all material respects with the applicable provisions
of ERISA, the Code and other federal or state law; (b) cause each Plan which is qualified
under Section 401 (a) of the Code to maintain such qualification; and (c) make all
required contributions to any Plan subject to Section 412 of the Code.  



        SECTION 5.10.  Inspection
of Property and Books and Records. The Borrower shall maintain and shall cause each
Subsidiary to maintain proper books of record and account, in which full, true and
correct entries in conformity with GAAP consistently applied shall be made of all
financial transactions and matters involving the assets and business of the Borrower and
such Subsidiary. The Borrower shall permit, and shall cause each Subsidiary to permit,
representatives and independent contractors of the Administrative Agent and each Lender
to visit and inspect any of their respective properties, to examine their respective
corporate, financial and operating records, and make copies thereof or abstracts
therefrom, and to discuss their respective affairs, finances and accounts with their
respective officers, and independent public accountants and at such reasonable times
during normal business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrower; provided, however, when an Event of Default exists the
Administrative Agent and each Lender may do any of the foregoing at the expense of the
Borrower at any time during normal business hours and without advance notice.  



        SECTION 5.11.  Environmental
Laws. The Borrower shall, and shall cause each Subsidiary to, conduct its operations
and keep and maintain its property in compliance with all Environmental Laws except where
the failure to comply is not expected to have a Material Adverse Effect.  



        SECTION 5.12.  Use
of Proceeds. The Borrower shall use the proceeds of the Loans and the Letters of
Credit for general corporate purposes of the Borrower and its Subsidiaries in the
ordinary course of business and for financing Acceptable Acquisitions. Proceeds of the
initial Borrowing shall be used to pay and satisfy in full any and all principal,
interest and other amounts owing by the Borrower to JPMorgan Chase Bank under the Amended
and Restated Credit Agreement dated November 30, 1998 between the Borrower and such Bank
(formerly known as The Chase Manhattan Bank).  



        SECTION 5.13.  Subsidiary
Guarantors. (a) The Borrower will cause any Subsidiary which meets the criteria
set forth in the definition of Required Guarantor to execute and deliver a Subsidiary
Guaranty to the Administrative Agent (in sufficient multiple counterparts for the
Administrative Agent and each Lender) (i) within thirty (30) Business Days following the
acquisition by such Subsidiary of trademarks or other intangibles material to the conduct
of the business of the Borrower and its Subsidiaries (in the case of a Required Guarantor
described in clause (a) of the definition of the term Required Guarantor), or (ii) within
thirty (30) Business Days following the date of the delivery of the consolidating
financial statements reflecting the fact that a Domestic Subsidiary meets such definition
of Required Guarantor (in the case of a Required Guarantor described in clause (b) of
such definition), or (iii) within thirty (30) days after the closing of the Acquisition
of Synavant Inc. (in the case of a Required Guarantor described in clause (c) of such
definition).  



37














	


        (b)              In
the event that the sum of the Shareholder’s Equity of the Borrower and
          each Subsidiary Guarantor as reflected in a consolidating balance sheet of the
          Borrower (such sum hereinafter referred to as the “Guaranty Equity
          Sum”) does not exceed 80% of the Shareholder’s Equity of the Borrower
          as determined on a Consolidated basis (the “Guaranty Equity
          Threshold”), then the Borrower shall cause such other Domestic
Subsidiaries           to execute and deliver a Subsidiary Guaranty as may be needed to
cause the           Guaranty Equity Sum to exceed the Guaranty Equity Threshold. If the
Guaranty           Equity Sum does not exceed the Guaranty Equity Threshold after the
execution of           a Subsidiary Guaranty by all of the Domestic Subsidiaries, then
the           Administrative Agent and the Borrower shall agree to a mutually acceptable
          guaranty or security arrangement, or within thirty (30) days after notice from
          the Administrative Agent to the Borrower, the Borrower shall cause such Foreign
          Subsidiaries as are necessary to meet the Guaranty Equity Threshold to execute
          and deliver to the Administrative Agent (in sufficient multiple counterparts
for           the Administrative Agent and each Lender) a Subsidiary Guaranty acceptable
in           form and substance to the Administrative Agent. In the event that any
Foreign           Subsidiary shall have Shareholder’s Equity as determined on a
consolidating           balance sheet of the Borrower in excess of 20% of the Shareholder’s
Equity           of the Borrower as determined on a Consolidated basis then either (i)
the           Borrower and the Administrative Agent shall agree to a mutually acceptable
          guaranty or security arrangement, or (ii) within thirty (30) days after notice
          from the Administrative Agent to the Borrower the Borrower shall cause such
          Foreign Subsidiary to execute and deliver to the Administrative Agent (in
          sufficient multiple counterparts for the Administrative Agent and each Lender)
a           Subsidiary Guaranty acceptable in form and substance to the Administrative
Agent           (for example: if Foreign Subsidiary A has Shareholder’s Equity of 21
% of           the Shareholder’s Equity of the Borrower and Foreign Subsidiary B has
          Shareholder’s Equity of 21% of the Shareholder’s Equity of the
          Borrower, then both Foreign Subsidiary A and Foreign Subsidiary B shall be
          subject to the requirements of this sentence).  



ARTICLE VI 



Negative Covenants 



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



        SECTION 6.01.  Limitation
on Liens. The Borrower shall not, and shall not suffer or permit any Subsidiary to,
directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or
with respect to any part of its property, whether now owned or hereafter acquired, other
than the following (“Permitted Liens”):  









	  	
(a)
                           any Lien existing on
property of the Borrower or any Subsidiary on the Closing           Date and set forth in
Schedule 6.01 securing Indebtedness outstanding on such           date;  





	



38













	  	
(b)
                           Liens for taxes, fees,
assessments or other governmental charges which are not           delinquent or remain
payable without penalty, or to the extent that non-payment           thereof is permitted
by Section 5.07; provided that no notice of lien has been           filed or recorded
under the Code;  






	  	
(c)
                           carriers’, warehousemen’s,
mechanics’, landlords’,           materialmen’s, repairmen’s or other
similar Liens arising in the           ordinary course of business which are not
delinquent or remain payable without           penalty or which are being contested in
good faith and by appropriate           proceedings, which proceedings have the effect of
preventing the forfeiture or           sale of the property subject thereto;  






	  	
(d)
                           Liens (other than any Lien
imposed by ERISA) consisting of pledges or deposits           required in the ordinary
course of business in connection with workers’          compensation, unemployment
insurance and other social security legislation;  






	  	
(e)
                           Liens on the property of
the Borrower or any Subsidiary securing (i) the           non-delinquent performance of
bids, trade contracts (other than for borrowed           money), leases, statutory
obligations, (ii) contingent obligations on surety and           appeal bonds, and (iii)
other non-delinquent obligations of a like nature; in           each case, incurred in
the ordinary course of business;  






	  	
(f)
                           easements, rights-of-way,
restrictions and other similar encumbrances incurred           in the ordinary course of
business which, in the aggregate, are not substantial           in amount, and which do
not in any case materially detract from the value of the           property subject
thereto or interfere with the ordinary conduct of the           businesses of the
Borrower and its Subsidiaries;  






	  	
(g)
                  Liens securing obligations in
respect of import letters of credit incurred by           the Borrower in the ordinary
course of its business;  






	  	
(h)
                           Liens arising solely by
virtue of any statutory or common law provision           relating to banker’s
liens, rights of set-off or similar rights and           remedies as to deposit accounts
or other funds maintained with a creditor           depository institution; provided that
(i) such deposit account is not a           dedicated cash collateral account and is not
subject to restrictions against           access by the Borrower in excess of those set
forth by regulations promulgated           by the Board, and (ii) such deposit account is
not intended by the Borrower or           any Subsidiary to provide collateral to the
depository institution; and  






	  	
(i)
                           Liens on the property or
assets of a corporation which becomes a Subsidiary           after the date hereof
securing Indebtedness permitted by Section 6.05(f),           provided that (1) such
Liens were existing at the time such corporation became a           Subsidiary and were
not created in anticipation of the Acquisition, (2) any such           Lien does not by
its terms cover any type of property or assets after the time           such Person
becomes a Subsidiary which were not of a type covered immediately           prior
thereto, and (3) any such Lien does not by its terms secure any           Indebtedness
other than Indebtedness existing immediately prior to the existing           time as such
Person becomes a Subsidiary; provided, however, that no Lien           on any of
the assets of Synavant Inc. or any of its Subsidiaries that would           otherwise be
a Permitted Lien only pursuant to this subsection (i) shall be a           Permitted Lien
if such Lien continues to be in effect following the closing of           the Acquisition
of Synavant Inc. for 45 days after the later to occur of (x)           such closing or
(b) the Borrower becoming aware of such Lien; and  





	


39














	  	
(j)
                           other Liens not exceeding
$5,000,000 in the aggregate at any time.  






	


        SECTION 6.02.  Disposition
of Assets. The Borrower shall not, and shall not suffer or permit any Subsidiary to,
directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of
(whether in one or a series of transactions) any property (including accounts and notes
receivable, with or without recourse) or enter into any agreement to do any of the
foregoing, except:  









	  	
(a)
                           dispositions of inventory,
or used, worn-out or surplus equipment, all in the           ordinary course of business;  






	  	
(b)
                           the sale and conveyance of real estate owned by the Borrower located in
          Piscataway, New Jersey, and the sale and conveyance of any real estate owned (on
          the date of the closing of the Acquisition of Synavant Inc.) by Synavant Inc. or
          any Subsidiary of Synavant Inc. (including real estate referred to as Coltex
          House, Rectory Place, Loughborough, Leicestershire, LE1 ITW, United Kingdom), in
          each case for an amount not materially less then the fair market value thereof; 


          



	  	
(c)
                           the sale and assignment of
accounts receivable and notes receivable of the           Borrower or any Subsidiary in
the aggregate face amount of up to $10,000,000 in           any fiscal year, provided
that such sale and assignment is nonrecourse to the           Borrower and its
Subsidiaries and is on market terms;  






	  	
(d)
                           to the Borrower or a
Subsidiary that is a Subsidiary Guarantor so long as no           Default shall have
occurred and is continuing; and  






	  	
(e)
                           to a Subsidiary that is not
a Subsidiary Guarantor, provided that (i) no           Default shall have occurred and is
continuing and (ii) the aggregate of such           dispositions to all such Subsidiaries
does not exceed $2,000,000.  






	


        SECTION 6.03.  Consolidations
and Mergers. The Borrower shall not, and shall not suffer or permit any Subsidiary
to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions) all or substantially all of
its assets (whether now owned or hereafter acquired) to or in favor of any Person,
except:  








	  	
(a)
                           any Subsidiary may merge
with (i) the Borrower, provided that the Borrower           shall be the continuing or
surviving corporation, or (ii) with any one or more           Subsidiaries, provided that
if any transaction shall be between a Subsidiary and           a Wholly-Owned Subsidiary,
the Wholly-Owned Subsidiary shall be the continuing           or surviving corporation;  






	  	
(b)
                           any Subsidiary may sell all
or substantially all of its assets (upon voluntary           liquidation or otherwise),
to the Borrower or a Wholly-Owned Subsidiary           (provided that such Wholly-Owned
Subsidiary is or becomes a Subsidiary           Guarantor, if such selling Subsidiary is
a Subsidiary Guarantor); and  






	  	
(c)
                           the Borrower may effect any
Acceptable Acquisition.  






	


        SECTION 6.04.  Loans
and Investments. The Borrower shall not purchase or acquire, or suffer or permit any
Subsidiary to purchase or acquire, or make any commitment therefor, any capital stock,
equity interest, or any obligations or other securities of, or any interest in, any
Person, or make or commit to make any Acquisitions, or make or commit to make any
advance, loan, extension of credit or capital contribution to or any other investment in,
any Person including any Affiliate of the Borrower (together, “Investments”),
except for:  




40



















	  	
(a)
                           Investments held by the
Borrower or Subsidiary in the form of Cash Equivalents;  






	  	
(b)
                           extensions of credit in the
nature of accounts receivable or notes receivable           arising from the sale or
lease of goods or services in the ordinary course of           business;  






	  	
(c)
                           extensions of credit by the
Borrower to any of its Wholly-Owned Subsidiaries or           by any of its Wholly-Owned
Subsidiaries to another of its Wholly-Owned           Subsidiaries;  






	  	
(d)
                           Acceptable Acquisitions;
and  






	  	
(e)
                           other Investments
(excluding Acquisitions that are not Acceptable Acquisitions)           that do not
exceed $3,500,000 in the aggregate.  






	


        SECTION 6.05.  Limitation
on Indebtedness. The Borrower shall not, and shall not suffer or permit any
Subsidiary to, create, incur, assume, suffer to exist, or otherwise become or remain
directly or indirectly liable with respect to, any Indebtedness, except:  










	  	
(a)
                           Indebtedness of the
Borrower incurred pursuant to this Agreement;  






	  	
(b)
                           Indebtedness of the
Borrower consisting of Contingent Obligations permitted           pursuant to Section
6.08;  






	  	
(c)
                           Indebtedness of the
Borrower existing on the Closing Date and set forth in           Schedule 6.05;  






	  	
(d)
                           Indebtedness of the
Borrower incurred in connection with leases permitted           pursuant to Section 6.09;  






	  	
(e)
                           Subordinated Debt;  






	  	
(f)
                           Indebtedness of a Person
which becomes a Subsidiary after the date hereof,           provided that (i) such
Indebtedness existed at the time such Person became a           Subsidiary and was not
created in anticipation of the acquisition and (ii)           immediately after giving
effect to the acquisition of such Person by the           Borrower no Default shall have
occurred and be continuing;  







	  	
(g)
                           Indebtedness representing
the extensions of credit described in Section           6.04(c);  






	  	
(h)
                           Indebtedness of Foreign
Subsidiaries to third parties equal to an aggregate of           no more than $5,000,000
outstanding at any given time;  






	  	
(i)
                           Indebtedness in respect of
letters of credit (other than Letters of Credit           issued under this Agreement)
issued for the account of the Borrower and           Subsidiaries in an aggregate face
amount outstanding of up to $2,000,000;  






	  	
(j)
                           Indebtedness in respect of
the existing letters of credit of up to $500,000           previously issued by JPMorgan
Chase Bank for the account of the Borrower (which           letters of credit are to be
“re-booked” by the Issuing Bank as Letters           of Credit under this
Agreement as provided in Section 2.06; and  






	


41















	  	
(k)
                           other Indebtedness of the
Borrower and Domestic Subsidiaries equal to an           aggregate of no more than
$5,000,000 outstanding at any given time.  






	


        SECTION 6.06.  Transactions
with Affiliates. The Borrower shall not, and shall not suffer or permit any
Subsidiary to, enter into any transaction with any Affiliate of the Borrower, except upon
fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would
obtain in a comparable arm’s-length transaction with a Person not an Affiliate of
the Borrower or such Subsidiary.  



        SECTION 6.07.  Use
of Proceeds.(a)  The Borrower shall not, and shall not suffer or permit any
Subsidiary to, use any proceeds of any Loan or Letter of Credit, directly or indirectly,
(i) to purchase or carry Margin Stock in violation of Regulation U, (ii) to repay or
otherwise refinance indebtedness of the Borrower or others incurred to purchase or carry
Margin Stock in violation of Regulation U, (iii) to extend credit for the purpose of
purchasing or carrying any Margin Stock in violation of Regulation U, or (iv) to acquire
any security in any transaction that is subject to Section 13 or 14 of the Exchange Act.  



        (b)              The
Borrower shall not, and shall not suffer or permit any Subsidiary to use any
          portion of the Loan proceeds, directly or indirectly, to make any Acquisition
          that is not an Acceptable Acquisition.  



        SECTION 6.08.  Contingent
Obligations. The Borrower shall not, and shall not suffer or permit any Subsidiary
to, create, incur, assume or suffer to exist any Contingent Obligations except:  










	  	
(a)
                           endorsements for collection
or deposit in the ordinary course of business;  






	  	
(b)
                           Contingent Obligations of
the Borrower and its Subsidiaries existing as of the           Closing Date and listed in
Schedule 6.08;  






	  	
(c)
                           Contingent Obligations with
respect to Surety Instruments incurred in the           ordinary course of business;  






	  	
(d)
                           Swap obligations of the
Borrower;  






	  	
(e)
                           Guaranty Obligations with
respect to Indebtedness of Subsidiaries permitted           pursuant to Section 6.05(f);  






	  	
(f)
                           forward foreign exchange
obligations in the ordinary course of business of the           Borrower and its
Subsidiaries; and  






	  	
(g)
                           tax guaranty letters in
favor of, and as requested by, foreign Governmental           Authorities with respect to
Wholly-Owned Subsidiaries.  






	


        SECTION 6.09.  Lease
Obligations. The Borrower shall not, and shall not suffer or permit any Subsidiary
to, create or suffer to exist any obligations for the payment of rent for any property
under lease or agreement to lease, except for:  









	  	
(a)
                           leases by the Borrower or
any Subsidiary of real estate which, in the           aggregate, do not result in annual
rental obligations exceeding five percent           (5%) of the annual consolidated gross
revenues of the Borrower and its           Subsidiaries for such year;  






	


42














	  	
(b)
                           leases by the Borrower or
any Subsidiary, other than leases of real estate, in           existence on the Closing
Date and any renewal, extension or refinancing thereof;  






	  	
(c)
                           additional operating
leases, other than leases of real estate, entered into by           the Borrower or any
Subsidiary after the Closing Date such that the annual           rental payments for such
additional leases do not exceed an aggregate of           $2,000,000; or








	  	 (d) leases,
other than leases of real estate or as permitted in           the clause (c) above,
entered into by the Borrower or any Subsidiary after the           Closing Date pursuant
to sale-leaseback transactions in an aggregate net present           value not to exceed
$2,000,000.  







	


        SECTION 6.10.  Change
in Business. The Borrower shall not, and shall not suffer or permit any Subsidiary
to, engage in any material line of business substantially different from those lines of
business carried on by the Borrower and its Subsidiaries on the date hereof.  



        SECTION 6.11.  Accounting
Changes. The Borrower shall not, and shall not suffer or permit any Subsidiary to,
make any significant change in accounting treatment or reporting practices, except as
required by GAAP, or change the fiscal year of the Borrower or of any Subsidiary.  



        SECTION
6.12.  Financial Covenants.    The Borrower shall not: 









	  	
(a)
                           permit its Leverage Ratio
as determined at the end of any fiscal quarter to be           more than 2.00 to 1.00.  






	  	
(b)
                           permit its Interest
Coverage Ratio as determined at the end of any fiscal           quarter to be less than
2.00 to 1.00.  






	  	
(c)
                           permit its Net Worth at any
time to be less than $130,000,000 plus (i)           seventy-five percent (75%) of the
amount of the net proceeds to the Borrower of           any offering of new equity
interests issued by the Borrower after June 30, 2003,           plus (ii) on a cumulative
basis commencing with the fiscal quarter beginning           April 1, 2003, fifty percent
(50%) of Net Income (if positive) for any fiscal           quarter beginning on or after
April 1, 2003.  






	  	
(d)
                           permit its Fixed Charge
Coverage Ratio as determined at the end of any fiscal           quarter to be less than
1.75 to 1.00.  






	  	
(e)
                           have EBIT of less than zero
for any period consisting of four consecutive           quarters.  






        SECTION 6.13.  
Optional Payments of Subordinated Debt and Modifications of Related Debt. The
Borrower shall not make any optional payment or prepayment on or redemption, defeasance or
purchase of any Indebtedness, including, without limitation, the Subordinated Debt, or
amend, modify or change, or consent or agree to any amendment, modification or change to
any of the terms relating to the payment or prepayment or principal of or interest on, any
such Indebtedness, other than any amendment, modification or change which would extend the
maturity or reduce the amount of any payment of principal thereof or which would reduce
the rate or extend the date for payment of interest thereon. 



        SECTION 6.14.  
Restricted Payments. The Borrower shall not, and shall not permit any of its
Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any
Restricted Payment, except that: 


	


43















	  	
(a)
                           Subsidiaries may declare
and pay dividends ratably with respect to their Equity           Interests; and  






	  	
(b)
                           the Borrower may declare
and pay dividends with respect to its Equity Interests           payable solely in
additional shares of its common stock; and  






	  	
(c)
                           the Borrower may make
Restricted Payments pursuant to and in accordance with           stock option plans and
other benefit plans for management or employees of the           Borrower and its
Subsidiaries; and  






	  	
(d)
                           provided that no Default
then exists or would exist immediately after giving           effect thereto, the
Borrower may make Restricted Payments to the extent that           such Restricted
Payments made in any period consisting of four consecutive           fiscal quarters do
not exceed 50% of Net Income for such period of four           consecutive fiscal
quarters (on a noncumulative basis).  






	


ARTICLE VII 



Events of Default 



        SECTION
7.01.  Events of Default.    Any of the following shall constitute an “Event of Default”: 










	  	
(a)
                           The Borrower fails to pay
(i) when and as required to be paid herein, any           amount of principal of any Loan
or any reimbursement obligation in respect of           any LC Disbursement or (ii)
within three (3) days after the same becomes due,           any interest, fee or any
other amount payable hereunder or under any other Loan           Document; or  






	  	
(b)
                           Any representation or
warranty by the Borrower or any Subsidiary made or deemed           made herein, in any
Loan Document or which is contained in any certificate,           document or financial
or other statement by the Borrower or any Responsible           Officer, furnished at any
time under this Agreement, or in or under any other           Loan Document, is incorrect
in any material respect on or as of the date made or           deemed made; or  






	  	
(c)
                           The Borrower fails to
perform or observe any term, covenant or agreement           contained in any of Section
5.03 or 5.09 or in ARTICLE VI; or  






	  	
(d)
                           The Borrower or any
Subsidiary Guarantor fails to perform or observe any other           term or covenant
contained in this Agreement or any other Loan Document, and           such default shall
continue unremedied for a period of 30 days after the earlier           of (i) the date
upon which a Responsible Officer knew or reasonably should have           known of such
failure or (ii) the date upon which written notice thereof is           given to the
Borrower by the Administrative Agent (which notice will be given at           the request
of any Lender); or  






	  	
(e)                           (i) The Borrower or any
Subsidiary (A) fails to make any payment in respect of           any Indebtedness or
Contingent Obligation (other than in respect of Swap           Contracts), having an
aggregate principal amount (including undrawn committed or           available amounts
and including amounts owing to all creditors under any           combined or syndicated
credit arrangement) of more than $500,000 when due           (whether by scheduled
maturity, required prepayment, acceleration, demand, or           otherwise) and such
failure continues after the applicable grace or notice           period, if any,
specified in the relevant document on the date of such failure;           or (B) fails to
perform or observe any other condition or covenant, or any other           event shall
occur or condition exist, under any agreement or instrument relating           to any
such Indebtedness or Contingent Obligation, and such failure continues           after
the applicable grace or notice period, if any, specified in the relevant
          document on the date of such failure if the effect of such failure, event or
          condition is to cause, or to permit the holder or holders of such Indebtedness
          or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on
          behalf of such holder or holders or beneficiary or beneficiaries) to cause such
          Indebtedness to be declared to be due and payable prior to its stated maturity,
          or such Contingent Obligation to become payable or cash collateral in respect
          thereof to be demanded; or (ii) there occurs under any Swap Contract an Early
          Termination Date (as defined in such Swap Contract) resulting from (1) any
event           of default under such Swap Contract as to which the Borrower or any
Subsidiary           is the Defaulting Party (as defined in such Swap Contract) or (2)
any           Termination Event (as so defined) as to which the Borrower or any
Subsidiary is           an Affected Party (as so defined), and, in either event, the Swap
Termination           Value owed by the Borrower or such Subsidiary as a result thereof
is greater           than $500,000; or  







	


44















	  	
(f)
                           The Borrower or any
Subsidiary Guarantor (i) ceases or fails to be solvent, or           generally fails to
pay, or admits in writing its inability to pay, its debts as           they become due,
subject to applicable grace periods, if any, whether at stated           maturity or
otherwise; (ii) voluntarily ceases to conduct its business in the           ordinary
course; (iii) commences any Insolvency Proceeding with respect to           itself; or
(iv) takes any action to effectuate or authorize any of the           foregoing; or  






	  	
(g)
                           (i) Any involuntary
Insolvency Proceeding is commenced or filed against the           Borrower or any
Material Subsidiary, or any writ, judgment, warrant of           attachment, execution or
similar process, is issued or levied against a           substantial part of the Borrower’s
or any Material Subsidiary’s           properties, and any such proceeding or
petition shall not be dismissed, or such           writ, judgment, warrant of attachment,
execution or similar process shall not be           released, vacated or fully bonded
within 60 days after commencement, filing or           levy; (ii) the Borrower or any
Material Subsidiary admits the material           allegations of a petition against it in
any Insolvency Proceeding, or an order           for relief (or similar order under
non-U.S. law) is ordered in any Insolvency           Proceeding; or (iii) the Borrower or
any Material Subsidiary acquiesces in the           appointment of a receiver, trustee,
custodian, conservator, liquidator,           mortgagee in possession (or agent
therefor), or other similar Person for itself           or a substantial portion of its
property or business; or  






	  	
(h)
                           (i) An ERISA Event shall
occur with respect to a Pension Plan or Multiemployer           Plan which has resulted
or could reasonably be expected to result in liability           of the Borrower under
Title IV of ERISA to the Pension Plan, Multiemployer Plan           or the PBGC in an
aggregate amount in excess of $100,000 during any consecutive           two year period;
(ii) the aggregate amount of Unfunded Pension Liability among           all Pension Plans
at any time exceeds $100,000 during any consecutive two year           period; or (iii)
the Borrower or any ERISA Affiliate shall fail to pay when due,           after the
expiration of any applicable grace period, any installment payment           with respect
to its withdrawal liability under Section 4201 of ERISA under a           Multiemployer
Plan in an aggregate amount in excess of $100,000 during any           consecutive two
year period; or  






	  	
(i)
                           One or more
non-interlocutory judgments, non-interlocutory orders, decrees or           arbitration
awards is entered against the Borrower or any Material Subsidiary           involving in
the aggregate a liability (to the extent not covered by independent           third-party
insurance as to which the insurer does not dispute coverage) as to           any single
or related series of transactions, incidents or conditions, of           $1,000,000 or
more singly, or $1,500,000 or more in the aggregate, and the same           shall remain
unsatisfied, unvacated and unstayed pending appeal for a period of           45 days
after the entry thereof; or  






	


45















	  	
(j)
                           Any non-monetary judgment,
order or decree is entered against the Borrower or           any Subsidiary which does or
would reasonably be expected to have a Material           Adverse Effect, and there shall
be any period of 45 consecutive days during           which a stay of enforcement of such
judgment or order, by reason of a pending           appeal or otherwise, shall not be in
effect; or  






	  	
(k)
                           There shall exist any
actions, suits, proceedings, claims or disputes pending,           or to the best
knowledge of the Borrower, threatened or contemplated, at law, in           equity, in
arbitration or before any Governmental Authority, against the           Borrower or any
of its Subsidiaries or any of their respective properties:  






	  	
(i)
                which purport to affect or pertain to this Agreement or any other
Loan Document,                or any of the transactions contemplated hereby or thereby;
or  






	  	
(ii)
                which, if determined adversely to the Borrower or its Subsidiaries,
could result                in a Material Adverse Effect; or  






	  	
(l)
                           Any Subsidiary Guaranty
shall at any time after its execution and delivery and           for any reason cease to
be in full force and effect or shall be declared null           and void, or the validity
and enforceability thereof shall be contested by any           Subsidiary Guarantor or
any Subsidiary Guarantor shall deny it has any further           liability or obligations
thereunder and shall fail to perform its obligations           thereunder; or  






	  	
(m)                 A
Change in Control occurs.  






	


        SECTION 7.02.  Remedies. If
any Event of Default occurs, then, and in every such event (other than an event with
respect to the Borrower described in clause (f) or (g) of Section 7.01), and at any time
thereafter during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or both of
the following actions, at the same or different times: (i) terminate 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 the Borrower accrued
hereunder, 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 with respect to the Borrower described in clause (f) or (g) of Section 7.01,
the Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other obligations of
the Borrower accrued hereunder, 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.  



        SECTION 7.03.  Rights
Not Exclusive. The rights, powers, privileges and remedies provided for in this
Agreement and the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under any other
instrument, document or agreement now existing or hereafter arising.  



46













	


ARTICLE VIII 



The Administrative
Agent 



        Each
of the Lenders and the Issuing Bank 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 of
this Agreement or any other Loan Document, together with such actions and powers as are
reasonably incidental thereto. 



        The
bank 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 bank 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. 



        The
Administrative Agent shall not have any duties or obligations except those expressly set
forth herein. Without limiting the generality of the foregoing, (a) the Administrative
Agent shall not be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing, (b) 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 hereby that the Administrative
Agent is required to exercise in writing as directed by the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02), and (c) 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 or any of its Subsidiaries
that is communicated to or obtained by the bank 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 Lenders as shall be necessary under the
circumstances as provided in Section 9.02) 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 Lender, and the Administrative Agent shall not be responsible for or
have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents
of any certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or therein, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any other
agreement, instrument or document, or (v) the satisfaction of any condition set forth in
Article III 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 Borrower), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts. 



        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. 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. 


47












	


        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 Lenders, the
Issuing Bank 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 Lenders and the
Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an
office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its
appointment as 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 9.03 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
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement, any related
agreement or any document furnished hereunder or thereunder. 



ARTICLE IX 



Miscellaneous 



        SECTION 9.01.  Notices.(a)
(a) Except in the case of notices and other communications expressly permitted to be
given by telephone (and subject to paragraph (b) below), 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 telecopy, to
the Borrower, the Administrative Agent, the Issuing Bank or a Lender (as the case may be)
at its address set forth beneath its signature line below.  



        (b)              Notices
and other communications to the Lenders hereunder or under any other           Loan
Document may be delivered or furnished by electronic communications           pursuant to
procedures approved by the Administrative Agent; provided that the           foregoing
shall not apply to notices pursuant to Article II unless otherwise           agreed by
the Administrative Agent and the applicable Lender. The Administrative           Agent or
the Borrower may, in its discretion, agree to accept notices and other
          communications to it hereunder or under any other Loan Document by electronic
          communications pursuant to procedures approved by it; provided that approval of
          such procedures may be limited to particular notices or communications.  



48













	


        (c)              Any
party hereto may change its address or telecopy 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 Agreement shall be deemed to have been given on the date of
receipt.  



        SECTION 9.02.  Waivers;
Amendments. (a) No failure or delay by the Administrative Agent, the Issuing Bank
or any Lender in exercising any right or power hereunder or under any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right
or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the
Lenders hereunder and under each other Loan Document are cumulative and are not exclusive
of any rights or remedies that they would otherwise have. No waiver of any provision of
this Agreement or consent to any departure by the Borrower 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 or issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank
may have had notice or knowledge of such Default at the time.  



        (b)              Neither
this Agreement nor any provision hereof may be waived, amended or           modified
except pursuant to an agreement or agreements in writing entered into           by the
Borrower 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 the Commitment of any Lender without           the written
consent of such Lender, (ii) reduce the principal amount of any Loan           or LC
Disbursement or reduce the rate of interest thereon, or reduce any fees           payable
hereunder, without the written consent of each Lender affected thereby,           (iii)
postpone the scheduled date of payment of the principal amount of any Loan           or
LC Disbursement, or any interest thereon, or any fees payable hereunder, or
          reduce the amount of, waive or excuse any such payment, or postpone the
          scheduled date of expiration of any Commitment, without the written consent of
          each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a manner
          that would alter the pro rata sharing of payments required thereby, without the
          written consent of each Lender, or (v) change any of the provisions of this
          Section or the definition of “Required 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, without the written consent of each Lender; providedfurther that
no such agreement shall amend, modify or otherwise affect           the rights or duties
of the Administrative Agent or the Issuing Bank hereunder           without the prior
written consent of the Administrative Agent or the Issuing           Bank, as the case
may be.  



        SECTION 9.03.  Expenses;
Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out of
pocket 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 this Agreement and the other Loan Documents or any
amendments, modifications or waivers of the provisions hereof or thereof (whether or not
the transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket 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 expenses incurred by the Administrative
Agent or the Issuing Bank, including the fees, charges and disbursements of any counsel
for the Administrative Agent or the Issuing Bank, in connection with the enforcement or
protection of its rights in connection with this Agreement or any other Loan Document ,
including its rights under this Section, or in connection with the Loans made or Letters
of Credit issued hereunder, including all such out-of pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of Credit.  



49













	



        (b)              The
Borrower shall indemnify the Administrative Agent, the Issuing Bank and each
          Lender, and each Related Party of any of the foregoing Persons (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 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 this
          Agreement or any agreement or instrument contemplated hereby, the performance
by           the parties hereto of their respective obligations hereunder or the
consummation           of the Transactions or any other transactions contemplated hereby,
(ii) any Loan           or Letter of Credit or the use of the proceeds therefrom
(including any refusal           by 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 its Subsidiaries, or any
Environmental Claim related in           any way to the Borrower or any of its
Subsidiaries or property owned or used by           any of them, 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.  




        (c)              To
the extent that the Borrower fails to pay any amount required to be paid by           it
to the Administrative Agent or the Issuing Bank under paragraph (a) or (b) of
          this Section, each Lender severally agrees to pay to the Administrative Agent
          or, the Issuing Bank, as the case may be, such Lender’s Applicable
          Percentage (determined as of the time that the applicable unreimbursed expense
          or indemnity payment is sought) of such unpaid amount; provided that the
          unreimbursed expense or indemnified loss, claim, damage, liability or related
          expense, as the case may be, was incurred by or asserted against the
          Administrative Agent or the Issuing Bank in its capacity as such.  



        (d)              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
or           actual damages) arising out of, in connection with, or as a result of, this
          Agreement or any agreement or instrument contemplated hereby, the Transactions,
          any Loan or Letter of Credit or the use of the proceeds thereof.  



     (e)    
          All amounts due under this Section shall be payable promptly after written
          demand therefor. 





        SECTION 9.04.  Successors
and Assigns.(a) The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of
Credit), except that (i) the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be null and
void) and (ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section. Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby (including any Affiliate of the
Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in
paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Agreement.  



50

















	


        (b)
    (i)
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender           may
assign to one or more assignees all or a portion of its rights and           obligations
under this Agreement (including all or a portion of its Commitment           and the
Loans at the time owing to it) with the prior written consent (such           consent not
to be unreasonably withheld) of:  










	  	        (A)
         the Borrower, provided that no consent of the Borrower shall be required
          for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or,
if           an Event of Default under clause (a), (b), (f) or (g) of Section 7.01 has
          occurred and is continuing, any other assignee; and  







	  	        (B)          the
Administrative Agent, provided that no consent of the Administrative Agent
          shall be required for an assignment of any Commitment to an assignee that is a
          Lender with a Commitment immediately prior to giving effect to such assignment.  







	  	        (ii)                 Assignments
shall be subject to the following additional conditions:  







	  	        (C)          except
in the case of an assignment to a Lender or an Affiliate of a Lender or           an
assignment of the entire remaining amount of the assigning Lender’s
          Commitment or Loans, the amount of the Commitment or Loans of the assigning
          Lender subject to each such assignment (determined as of the date the
Assignment           and Assumption with respect to such assignment is delivered to the
          Administrative Agent) shall not be less than $5,000,000 unless each of the
          Borrower and the Administrative Agent otherwise consent, provided that no such
          consent of the Borrower shall be required if an Event of Default under clause
          (a), (b), (f) or (g) of Section 7.01 has occurred and is continuing;  







	  	        (D)          each
partial assignment shall be made as an assignment of a proportionate part           of
all the assigning Lender’s rights and obligations under this Agreement;  







	  	        (E)          the
parties to each assignment shall execute and deliver to the Administrative
          Agent an Assignment and Assumption, together with a processing and recordation
          fee of $3,500; and  







	  	        (F)          the
assignee, if it shall not be a Lender, shall deliver to the Administrative
          Agent its address, payment instructions and such other related information as
          the Administrative Agent may request.  







	


        For
the purposes of this Section 9.04(b), the term “Approved Fund” has the
following meaning:  



        “Approved
Fund” means any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a Lender, (b)
an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or
manages a Lender. 



         (iii)       
          Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of
          this Section, from and after the effective date specified in each Assignment and
          Assumption the assignee thereunder shall be a party hereto and, to the extent of
          the interest assigned by such Assignment and Assumption, have the rights and
          obligations of a Lender under this Agreement, and the assigning Lender
          thereunder shall, to the extent of the interest assigned by such Assignment and
          Assumption, be released from its obligations under this Agreement (and, in the
          case of an Assignment and Assumption covering all of the assigning Lender’s
          rights and obligations under this Agreement, such Lender shall cease to be a
          party hereto but shall continue to be entitled to the benefits of Sections 2.15,
          2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or
          obligations under this Agreement that does not comply with this Section 9.04
          shall be treated for purposes of this Agreement as a sale by such Lender of a
          participation in such rights and obligations in accordance with paragraph (c) of
          this Section. 


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        (iv)                 The
Administrative Agent, acting for this purpose as an agent of the Borrower,
          shall maintain at one of its offices a copy of each Assignment and Assumption
          delivered to it and a register for the recordation of the names and addresses
of           the Lenders, and the Commitment of, and principal amount of the Loans and LC
          Disbursements owing to, each Lender pursuant to the terms hereof from time to
          time (the “Register”). The entries in the Register shall be
          conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and
the           Lenders may treat each Person whose name is recorded in the Register
pursuant to           the terms hereof as a Lender hereunder for all purposes of this
Agreement,           notwithstanding notice to the contrary. The Register shall be
available for           inspection by the Borrower, the Issuing Bank and any Lender, at
any reasonable           time and from time to time upon reasonable prior notice.  



        (v)                 Upon
its receipt of a duly completed Assignment and Assumption executed by an
          assigning Lender and an information referred to in Section 9.04(b)(ii)(D)
          (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 Assumption and record the
          information contained therein in the Register. No assignment shall be effective
          for purposes of this Agreement unless it has been recorded in the Register as
          provided in this paragraph.  



        (c)              (i)
Any Lender may, without the consent of the Borrower, the Administrative           Agent
or the Issuing Bank, sell participations to one or more banks or other           entities
(a “Participant”) in all or a portion of such           Lender’s
rights and obligations under this Agreement (including all or a           portion of its
Commitment and the Loans owing to it); provided that (A)           such Lender’s
obligations under this Agreement shall remain unchanged, (B)           such Lender shall
remain solely responsible to the other parties hereto for the           performance of
such obligations and (C) the Borrower, the Administrative Agent,           the Issuing
Bank and the other Lenders shall continue to deal solely and           directly with such
Lender in connection with such Lender’s rights and           obligations under this
Agreement. 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 this Agreement and to approve any amendment,           modification or waiver of
any provision of this Agreement; 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 9.02(b) that affects such Participant.           Subject to
paragraph (c)(ii) of this Section, the Borrower agrees that each           Participant
shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 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 9.08 as           though it
were a Lender, provided such Participant agrees to be subject to           Section
2.18(c) as though it were a Lender.  



        (ii)                 A
Participant shall not be entitled to receive any greater payment under Section
          2.15 or 2.17 than the applicable Lender would have been entitled to receive
with           respect to the participation sold to such Participant, unless the sale of
the           participation to such Participant is made with the Borrower’s prior
written           consent. A Participant that would be a Foreign Lender if it were a
Lender shall           not be entitled to the benefits of Section 2.17 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
2.17(e) as though it were a           Lender.  



52













	


        (d)              Any
Lender may at any time pledge or assign a security interest in all or any
          portion of its rights under this Agreement to secure obligations of such
Lender,           including without limitation 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 hereunder           or substitute any such pledgee or assignee for such
Lender as a party hereto.  



        SECTION 9.05.  Survival. All
covenants, agreements, representations and warranties made by the Borrower herein or in
any other Loan Document and in the certificates or other instruments delivered in
connection with or pursuant to this 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 this Agreement and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender
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 fee or any other
amount payable under this Agreement 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 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated hereby,
the repayment of the Loans, the expiration or termination of the Letters of Credit and
the Commitments or the termination of this Agreement or any other Loan Document or any
provision hereof or thereof.  



        SECTION 9.06.  Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This
Agreement and any separate letter agreements with respect to fees payable to the
Administrative Agent 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
4.01, this 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
hereto, 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 a signature page of this Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement.  



        SECTION 9.07.  Severability. Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.  



        SECTION 9.08.  Right
of Setoff. If an Event of Default shall have occurred and be continuing and the
outstanding Loans have become due and payable (whether as scheduled or by acceleration
pursuant to Section 7.02), each Lender and each of its Affiliates is hereby authorized at
any time and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or final) at
any time held and other obligations at any time owing by such Lender or Affiliate 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 Agreement held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each Lender under
this Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.  



53











	


        SECTION 9.09.  Governing
Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be
construed in accordance with and governed by the law of the State of New York.  



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



        (c)              The
Borrower hereby irrevocably and unconditionally waives, to the fullest           extent
it may legally and effectively do so, any objection which it may now or
          hereafter have to the laying of venue of any suit, action or proceeding arising
          out of or relating to this Agreement or any other Loan Document 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 law, the defense of an
          inconvenient forum to the maintenance of such action or proceeding in any such
          court.  



        (d)              Each
party to this Agreement irrevocably consents to service of process in the
          manner provided for notices in Section 9.01. Nothing in this Agreement will
          affect the right of any party to this Agreement to serve process in any other
          manner permitted by law.  



        SECTION 9.10.  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 ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.  



        SECTION 9.11.  Headings. Article
and Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and shall not affect the construction of,
or be taken into consideration in interpreting, this Agreement.  



        SECTION 9.12.  Confidentiality.
(a) Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be
disclosed (i) to its and its Affiliates’ directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (ii) to the
extent requested by any regulatory authority, (iii) to the extent required by applicable
laws or regulations or by any subpoena or similar legal process, (iv) to any other party
to this Agreement, (v) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or the enforcement of rights
hereunder, (vi) subject to an agreement containing provisions substantially the same as
those of this Section, to (x) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this Agreement or
(y) any actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrower and its obligations, (vii) with the consent of the
Borrower or (viii) to the extent such Information (aa) becomes publicly available other
than as a result of a breach of this Section or (bb) becomes available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a
source other than the Borrower. For the purposes of this Section, “Information” means
all information received from the Borrower relating to the Borrower or its business,
other than any such information that is available to the Administrative Agent, the
Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the
Borrower; provided that, in the case of information received from the Borrower
after the date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its obligation to do
so if such Person has exercised the same degree of care to maintain the confidentiality
of such Information as such Person would accord to its own confidential information.  



54













	


        (b)              Notwithstanding
anything herein to the contrary, the Administrative Agent, the           Issuing Bank and
each Lender (and their respective employees, representatives           and other agents)
may disclose to any and all Persons, without limitation of any           kind, the U.S.
federal income tax treatment and the U.S. federal income tax           structure of the
transactions contemplated hereby and all materials of any kind           (including
opinions or other tax analyses) that are provided to it relating to           such tax
treatment and tax structure; provided however the this sentence shall           not apply
to the extent nondisclosure is reasonably necessary in order to comply           with
applicable securities laws.  



        SECTION 9.13.  Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the
interest rate applicable to any Loan, together with all fees, charges and other amounts
which are treated as interest on such Loan under applicable law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) which may be
contracted for, charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such Loan
hereunder, together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have been
payable in respect of such Loan but were not payable as a result of the operation of this
Section shall be cumulated and the interest and Charges payable to such Lender in respect
of other Loans 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.  



[THE REMAINDER OF THIS
PAGE 
IS INTENTIONALLY LEFT BLANK] 



55












	



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









	 		DENDRITE INTERNATIONAL, INC.



BY:  
——————————————

        Kathleen Donovan

         Chief Financial Officer







	 		Address for Notices:


Dendrite International, Inc.
1200 Mt. Kemble Avenue
Morristown, New Jersey  07960
Attention: Chief Financial Officer
Telecopy No.: 973-425-2343







	 		With a simultaneious copy to:


Dendrite International, Inc.
1200 Mt. Kemble Avenue
Morristown, New Jersey  07960
Attention: General Counsel
Telecopy No.: 973-425-2343








	


56













	 		JPMORGAN CHASE BANK, individually and as Administrative
Agent,



BY:  
——————————————

        Philip J. Mousin

         Vice President







	Address for Notices as

Administrative Agent:

JPMorgan Chase Bank

Loan and Agency Services Group
1111 Fannin, 10th Floor
Houston, Texas  77002-8039
Telecopy No.:  
713-750-2938 		Address for Notices as Issuing Bank:


JPMorgan Chase Bank
10420 Highland Mountain Drive
Building 2, 4th Floor
Tampa, Florida  33610

Telecopy No.:    813-432-5161 (for standy L/C’s)

Telecopy No.:    813-432-5167 (for documentary L/C’s)







	With a simultaneous copy to:

JPMorgan Chase Bank

Loan and Agency Services Group
1411 Broadway - 5th Floor
New York, New York 10018
Attention:  Mr. Philip J. Mousin

Telecopy No.:  212-391-6251 		With a simultaneous copy to:


JPMorgan Chase Bank
1411 Broadway - 5th Floor
New York, New York 10018
Attention:  Mr. Philip J. Mousin

Telecopy No.:  212-391-6251 








	 		Address for Notices as Lender:


JPMorgan Chase Bank
1411 Broadway - 5th Floor
New York, New York 10018
Attention:  Mr. Philip J. Mousin

Telecopy No.:  212-391-6251 






	


57















	 		THE BANK OF NEW YORK



By:  
——————————————

Name:        

Title:         







	 		Address for Notices


The Bank of New York
385 Rifle Camp Road - 4th Floor
West Paterson, New Jersey  07424
Attention: Mr. David T. Fairbairn
Telecopy No.: 973-357-7745






	


58












	


EXHIBIT A 



[ASSIGNMENT AND
ASSUMPTION] 



        Reference
is made to the Credit Agreement dated as of June ___, 2003 (as amended and in effect on
the date hereof, the “Credit Agreement”), among Dendrite International, Inc.,
the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the
Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. 



        The
Assignor named on the reverse hereof hereby sells and assigns, without recourse, to the
Assignee named on the reverse hereof, and the Assignee hereby purchases and assumes,
without recourse, from the Assignor, effective as of the Assignment Date set forth on the
reverse hereof, the interests set forth on the reverse hereof (the “Assigned
Interest”) in the Assignor’s rights and obligations under the Credit Agreement,
including, without limitation, the interests set forth on the reverse hereof in the
Commitment of the Assignor on the Assignment Date and Revolving Loans owing to the
Assignor which are outstanding on the Assignment Date, together with the participations in
Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but
excluding accrued interest and fees to and excluding the Assignment Date. The Assignee
hereby acknowledges receipt of a copy of the Credit Agreement. From and after the
Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the
Credit Agreement and, to the extent of the Assigned Interest, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the
Assigned Interest, relinquish its rights and be released from its obligations under the
Credit Agreement. 



        This
Assignment and Assumption is being delivered to the Administrative Agent together with (i)
if the Assignee is a Foreign Lender, any documentation required to be delivered by the
Assignee pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed
by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit
Agreement, the Assignee’s address, payment instructions and such other related
information as the Administrative Agent may request. The [Assignee/Assignor] shall pay the
fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit
Agreement. 



        This
Assignment and Assumption shall be governed by and construed in accordance with the laws
of the State of New York. 



Date of Assignment: 



Legal Name of Assignor: 



Legal Name of Assignee: 



Assignee’s Address
for Notices: 













	


Closing Date of Assignment

(“Assignment Date”): 









	Facility	Principal Amount Assigned	Percentage of
Facility/Commitment (set forth, to

at least 8 decimals, as a percentage
of the Facility and the aggregate
Commitments of all 
Lenders thereunder)

	 
	  Commitment Assigned:	 	$	 	%	 
	

	  
	  Revolving Loans:	 
	







	


The terms set forth above and on the
reverse side hereof are hereby agreed to: 









	 		 



By:  
——————————————

Name:        

Title:         







	 		[Name of Assignee]   , as Assignee



By:  
——————————————

Name:        

Title:         






	


The undersigned hereby consent to the
within assignment:* 









	Dendrite International, Inc.



By:  
——————————————

Name:        

Title:          		JPMorgan Chase Bank,
as Administrative Agent,



By:  
——————————————

Name:        

Title:         






	


_________________ 



*Consents to be included
to the extent required by Section9.04(b) of the Credit Agreement.













	


EXHIBIT B 



FORM OF COMPLIANCE
CERTIFICATE 



        Reference
is made to the certain Credit Agreement dated as of June ___, 2003 (as from time to time
amended, extended, restated, modified or supplemented, the “Credit Agreement”;
capitalized terms used herein shall have the meaning assigned to them in the Credit
Agreement), among Dendrite International, Inc. (the “Borrower”), the Lenders
party thereto and JPMorgan Chase Bank as Administrative Agent. 



        The
undersigned Responsible Officer hereby certifies, in his capacity as a Responsible
Officer, as of the date hereof that he/she is the ______________ of the Borrower, and, as
such, is authorized to execute and deliver this Certificate to the Administrative Agent
and the Lenders on the behalf of the Borrower, and that: 



        (a)    
          The Leverage Ratio as of ____________________ was ________________ and was based
          on the following financial covenant analyses, which are true and accurate in all
          material respects on and as of the date of this Certificate. 



[insert analysis]



        The
maximum permissible Leverage Ratio determined at the end of any fiscal quarter is 2.00 to
1.00. 



        (b)    
          The Interest Coverage Ratio as of __________________ was _______________ and was
          based on the following financial covenant analyses, which are true and accurate
          in all material respects on and as of the date of this Certificate. 



[insert analysis]



        The
minimum permissible Interest Coverage Ratio as determined at the end of any fiscal quarter
is 2.00 to 1.00. 



        (c)    
          The Net Worth as of ____________________ was _________________ and was based on
          the following financial covenant analyses, which are true and accurate in all
          material respects on and as of the date of this Certificate. 




[insert
analysis, together with analysis setting forth the calculation of the minimum permissible
Net Worth set forth in Subsection 6.12(c) of the Credit Agreement] 




        (d)    
          The Fixed Charge Coverage Ratio as of _______________ was ______________ and was
          based on the following financial covenant analyses, which are true and accurate
          in all material respects on and as of the date of this Certificate. 



[insert
analysis]



        (e)    
          Since the Closing Date, the EBIT has not been less than $0 for any period
          consisting of four consecutive fiscal quarters. 














	

        (f)    
          The amount of Restricted Payments made pursuant to Section 6.14(d) during the
          period of four consecutive fiscal quarters ending ______________ was
          $______________; and the Net Income for such period was $_________________. 



[TO BE COMPLETED] 



        IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of
_______________________, 200__. 











	 		Dendrite International, Inc.



By:  
——————————————

Name:        

Title:         











	


SCHEDULE 2.01 



COMMITMENTS 









	Name of Lender	Lender’s Commitment	Lender’s Applicable Percentage
	 
	JPMorgan Chase Bank	 	$20,000,000	 	66	.6667%
	 	 
	The Bank of New York	 	$10,000,000	 	33	.3333%
	 	 
	Total	 	$30,000,000	 	100	%
		 












	


SCHEDULE 2.13 



APPLICABLE RATES 








	Leverage Ratio	ABR
Loan Spread	Eurodollar
Loan Spread	Commitment
Fee Rate
	 
	

	Category 1	 		 		 		 
	 
	Less than 1.0	 	0	 	1	.25%		.25%
	

	Category 2	 
	 
	Equal to or greater than 1.0,	 
	but less than or equal to 1.75	 	0	 	1	.75%		.3125%
	

	Category 3	 
	 
	Greater than 1.75	 	0	 	2	.25%		.375%
	









	


SCHEDULE 4.05 



DISCLOSED CLAIMS 












	



SCHEDULE 4.12 



ENVIRONMENTAL CLAIMS 










	


SCHEDULE 4.16 



SUBSIDIARIES AND OTHER

EQUITY INVESTMENTS 











	


SCHEDULE 4.17 



INSURANCE 












	


SCHEDULE 6.01 



CERTAIN EXISTING LIENS 












	


SCHEDULE 6.05 



CERTAIN EXISTING
INDEBTEDNESS 












	


SCHEDULE 6.08 



CERTAIN EXISTING CONTINGENT
OBLIGATIONS