<PAGE>


                                                                     Exhibit 4.5

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

                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT

                           dated as of June 25, 2003,

                                  by and among

                          GLOBAL IMAGING SYSTEMS, INC.

                              and its Subsidiaries,

                                  as Borrowers,

                         the Lenders referred to herein,

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                 (formerly known as First Union National Bank),

                            as Administrative Agent,

                      GENERAL ELECTRIC CAPITAL CORPORATION,

                              as Syndication Agent,

                                       and

                                 SUNTRUST BANK,

                             as Documentation Agent

                            WACHOVIA SECURITIES, LLC
                             acted as Lead Arranger

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

<PAGE>


TABLE OF CONTENTS

ARTICLE I  DEFINITIONS                                                        1
   SECTION 1.1    Definitions...............................................  1
   SECTION 1.2    General................................................... 20
   SECTION 1.3    Other Definitions and Provisions.......................... 20

ARTICLE II  REVOLVING CREDIT FACILITY                                        21
   SECTION 2.1    Revolving Credit Loans.................................... 21
   SECTION 2.2    Swingline Loans........................................... 21
   SECTION 2.3    Procedure for Advances of Revolving Credit
                  Loans and Swingline Loans................................. 22
   SECTION 2.4    Repayment of Loans........................................ 23
   SECTION 2.5    Notes..................................................... 25
   SECTION 2.6    Permanent Reduction of the Revolving Credit Commitment.... 25
   SECTION 2.7    Termination of Revolving Credit Facility.................. 26

ARTICLE III  LETTER OF CREDIT FACILITIES                                     26
   SECTION 3.1    L/C Commitment............................................ 26
   SECTION 3.2    Procedure for Issuance of Letters of Credit............... 27
   SECTION 3.3    Commissions and Other Charges............................. 27
   SECTION 3.4    L/C Participations........................................ 28
   SECTION 3.5    Reimbursement Obligation of the Borrowers................. 29
   SECTION 3.6    Obligations Absolute...................................... 29
   SECTION 3.7    Effect of Application..................................... 30

ARTICLE IV  TERM LOAN FACILITY                                               30
   SECTION 4.1    Initial Term Loans........................................ 30
   SECTION 4.2    Procedure for Advance of Initial Term Loans............... 30
   SECTION 4.3    Repayment of Term Loans................................... 31
   SECTION 4.4    Prepayments of Term Loans................................. 32
   SECTION 4.5    Term Notes................................................ 34
   SECTION 4.6    Optional Increase In Term Loan Commitment................. 34

ARTICLE V  GENERAL LOAN PROVISIONS                                           36
   SECTION 5.1    Interest.................................................. 36
   SECTION 5.2    Notice and Manner of Conversion or Continuation of Loans.. 39
   SECTION 5.3    Fees...................................................... 40
   SECTION 5.4    Manner of Payment......................................... 40
   SECTION 5.5    Crediting of Payments and Proceeds........................ 41
   SECTION 5.6    Adjustments............................................... 41
   SECTION 5.7    Nature of Obligations of Lenders Regarding Extensions
                  of Credit; Assumption by the Administrative Agent......... 42
   SECTION 5.8    Changed Circumstances..................................... 43
   SECTION 5.9    Indemnity................................................. 44
   SECTION 5.10   Capital Requirements...................................... 45
   SECTION 5.11   Taxes..................................................... 45

                                       i

<PAGE>


   SECTION 5.12   Use of Proceeds........................................... 47
   SECTION 5.13   Security.................................................. 47

ARTICLE VI  CLOSING; CONDITIONS OF CLOSING AND BORROWING                     47
   SECTION 6.1    Closing................................................... 47
   SECTION 6.2    Conditions to Closing and Initial Extensions of Credit.... 47
   SECTION 6.3    Conditions to All Loans and Letters of Credit............. 52
   SECTION 6.4    Post-Closing Condition.................................... 53

ARTICLE VII  REPRESENTATIONS AND WARRANTIES OF THE BORROWERS                 53
   SECTION 7.1    Representations and Warranties............................ 53
   SECTION 7.2    Survival of Representations and Warranties, Etc........... 60

ARTICLE VIII  FINANCIAL INFORMATION AND NOTICES                              60
   SECTION 8.1    Financial Statements and Projections...................... 61
   SECTION 8.2    Officer's Compliance Certificate.......................... 62
   SECTION 8.3    Accountants' Certificate.................................. 62
   SECTION 8.4    Other Reports............................................. 62
   SECTION 8.5    Notice of Litigation and Other Matters.................... 62
   SECTION 8.6    Notice Under Subordinated Debt............................ 63
   SECTION 8.7    Accuracy of Information................................... 64

ARTICLE IX  AFFIRMATIVE COVENANTS                                            64
   SECTION 9.1    Preservation of Corporate Existence and Related Matters... 64
   SECTION 9.2    Maintenance of Property................................... 64
   SECTION 9.3    Insurance................................................. 64
   SECTION 9.4    Accounting Methods and Financial Records.................. 64
   SECTION 9.5    Payment and Performance of Obligations.................... 64
   SECTION 9.6    Compliance With Laws and Approvals........................ 65
   SECTION 9.7    Environmental Laws........................................ 65
   SECTION 9.8    Compliance with ERISA..................................... 65
   SECTION 9.9    Compliance With Agreements................................ 65
   SECTION 9.10   Conduct of Business....................................... 66
   SECTION 9.11   Visits and Inspections.................................... 66
   SECTION 9.12   Additional Borrowers and Collateral....................... 66
   SECTION 9.13   Additional Real Property Collateral....................... 67
   SECTION 9.14   Vendor-Provided Financing................................. 67
   SECTION 9.15   Interest Rate Protection.................................. 68
   SECTION 9.16   Primary Deposit Accounts.................................. 68
   SECTION 9.17   Further Assurances........................................ 68

ARTICLE X  FINANCIAL COVENANTS                                               68
   SECTION 10.1   Leverage Ratio............................................ 68
   SECTION 10.2   Senior Leverage Ratio..................................... 69
   SECTION 10.3   Fixed Charge Coverage Ratio............................... 69
   SECTION 10.4   Maximum Capital Expenditures.............................. 70

                                       ii

<PAGE>

ARTICLE XI  NEGATIVE COVENANTS                                               70
   SECTION 11.1   Limitations on Debt....................................... 70
   SECTION 11.2   Limitations on Guaranty Obligations....................... 72
   SECTION 11.3   Limitations on Liens...................................... 72
   SECTION 11.4   Limitations on Loans, Advances, Investments
                  and Acquisitions.......................................... 74
   SECTION 11.5   Limitations on Mergers and Liquidation.................... 77
   SECTION 11.6   Limitations on Sale of Assets............................. 78
   SECTION 11.7   Limitations on Dividends, Distributions and Redemptions... 78
   SECTION 11.8   Limitations on Exchange and Issuance of Capital Stock..... 79
   SECTION 11.9   Transactions with Affiliates.............................. 79
   SECTION 11.10  Certain Accounting Changes; Organizational Documents...... 79
   SECTION 11.11  Amendments; Payments and Prepayments of Subordinated Debt. 80
   SECTION 11.12  Restrictive Agreements.................................... 80
   SECTION 11.13  Impairment of Security Interests.......................... 80

ARTICLE XII  DEFAULT AND REMEDIES                                            80
   SECTION 12.1   Events of Default......................................... 80
   SECTION 12.2   Remedies.................................................. 83
   SECTION 12.3   Rights and Remedies Cumulative; Non-Waiver; etc........... 84

ARTICLE XIII  THE ADMINISTRATIVE AGENT                                       84
   SECTION 13.1   Appointment............................................... 84
   SECTION 13.2   Delegation of Duties...................................... 84
   SECTION 13.3   Exculpatory Provisions.................................... 85
   SECTION 13.4   Reliance by the Administrative Agent...................... 85
   SECTION 13.5   Notice of Default......................................... 85
   SECTION 13.6   Non-Reliance on the Administrative Agent and
                  Other Lenders............................................. 86
   SECTION 13.7   Indemnification........................................... 86
   SECTION 13.8   The Administrative Agent in Its Individual Capacity....... 87
   SECTION 13.9   Resignation of the Administrative Agent;
                  Successor Administrative Agent............................ 87
   SECTION 13.10  Documentation Agent and Syndication Agent................. 87

ARTICLE XIV  MISCELLANEOUS                                                   88
   SECTION 14.1   Notices.................................................. .88
   SECTION 14.2   Expenses; Indemnity....................................... 89
   SECTION 14.3   Set-off................................................... 90
   SECTION 14.4   Governing Law............................................. 90
   SECTION 14.5   Jurisdiction and Venue.................................... 90
   SECTION 14.6   Binding Arbitration; Waiver of Jury Trial................. 91
   SECTION 14.7   Reversal of Payments...................................... 92
   SECTION 14.8   Injunctive Relief; Punitive Damages....................... 92
   SECTION 14.9   Accounting Matters........................................ 92
   SECTION 14.10  Successors and Assigns; Participations.................... 93
   SECTION 14.11  Amendments, Waivers and Consents.......................... 97
   SECTION 14.12  Performance of Duties..................................... 98

                                      iii

<PAGE>

   SECTION 14.13  All Powers Coupled with Interest.........................  98
   SECTION 14.14  Survival of Indemnities..................................  98
   SECTION 14.15  Titles and Captions......................................  98
   SECTION 14.16  Severability of Provisions...............................  99
   SECTION 14.17  Counterparts; Facsimile Signatures.......................  99
   SECTION 14.18  Company as Agent for the Borrowers.......................  99
   SECTION 14.19  Obligations Joint and Several; Contribution..............  99
   SECTION 14.20  Term of Agreement........................................ 100
   SECTION 14.21  Advice of Counsel........................................ 100
   SECTION 14.22  No Strict Construction................................... 100
   SECTION 14.23  Inconsistencies with Other Documents;
                  Independent Effect of Covenants.......................... 100

                                       iv

<PAGE>

                             EXHIBITS AND SCHEDULES
                             ----------------------
EXHIBITS
--------
Exhibit A-1        -    Form of Revolving Credit Note
Exhibit A-2        -    Form of Swingline Note
Exhibit A-3        -    Form of Term Note
Exhibit B-1        -    Form of Notice of Revolving Credit/Swingline Borrowing
Exhibit B-2        -    Form of Term Loan Borrowing
Exhibit C          -    Form of Notice of Account Designation
Exhibit D          -    Form of Notice of Prepayment
Exhibit E          -    Form of Notice of Conversion/Continuation
Exhibit F          -    Form of Officer's Compliance Certificate
Exhibit G          -    Form of Assignment and Acceptance
Exhibit H          -    Form of Joinder Agreement

SCHEDULES
----------------
Schedule 7.1(a)    -    Jurisdictions of Organization and Qualification
Schedule 7.1(b)    -    Subsidiaries and Capitalization
Schedule 7.1(i)    -    ERISA Plans
Schedule 7.1(l)    -    Material Contracts
Schedule 7.1(m)    -    Labor and Collective Bargaining Agreements
Schedule 7.1(r)    -    Description of Real Property
Schedule 7.1(t)    -    Debt and Guaranty Obligations
Schedule 7.1(u)    -    Litigation
Schedule 11.1      -    Existing Debt Not Otherwise Permitted
Schedule 11.3(g)   -    Existing General Liens
Schedule 11.3(i)   -    Existing Vendor-Provided Financing and Trade Financing
                        Liens
Schedule 11.4      -    Existing Loans, Advances and Investments

                                       v

<PAGE>
                                                                      Exhibit 45
                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT
                                ----------------

     SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of the 25th day of
June, 2003, by and among GLOBAL IMAGING SYSTEMS, INC., a Delaware corporation
(the "Company"), the Subsidiaries of the Company listed on the signature pages
hereto (together with the Company, the "Existing Borrowers"), and any Additional
Borrowers who may become party to this Agreement (the "Additional Borrowers",
and together with the Existing Borrowers, the "Borrowers"), the Lenders who are
or may become a party to this Agreement (the "Lenders"), WACHOVIA BANK, NATIONAL
ASSOCIATION (formerly known as First Union National Bank), as Administrative
Agent for the Lenders (the "Administrative Agent"), GENERAL ELECTRIC CAPITAL
CORPORATION, as Syndication Agent for the Lenders (the "Syndication Agent") and
SUNTRUST BANK, as Documentation Agent (the "Documentation Agent").

                              STATEMENT OF PURPOSE
                              --------------------

     Pursuant to the Credit Agreement dated as of July 31, 1998 (as amended and
restated by the Amended and Restated Credit Agreement dated as of June 23, 1999,
and as further amended by the First Amendment and Waiver to the Credit Agreement
dated as of February 14, 2000, the Second Amendment and Waiver to the Credit
Agreement dated as of March 30, 2000, the Third Amendment to Credit Agreement
dated as of May 10, 2001, the Fourth Amendment to Credit Agreement dated as of
September 28, 2001 and the Fifth Amendment to Credit Agreement dated as of May
2, 2003, and as may be further amended, restated, supplemented or otherwise
modified from time to time, the "Existing Credit Agreement"), by and among the
Existing Borrowers, the lenders party thereto (the "Existing Lenders"), the
Administrative Agent, Key Corporate Capital, Inc., as syndication agent, and
Scotiabanc Inc., as documentation agent, the Existing Lenders have extended
certain credit facilities to the Existing Borrowers pursuant to the terms
thereof.

     The Existing Borrowers have requested, and, subject to the terms and
conditions hereof, the Administrative Agent, the Syndication Agent, the
Documentation Agent and the Lenders have agreed, to amend and restate the
Existing Credit Agreement as set forth herein.

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

                                    ARTICLE I

                                   DEFINITIONS

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


<PAGE>


     "Additional Borrower" means each Subsidiary which hereafter becomes a
Borrower pursuant to Section 9.12.

     "Additional Excess Refused Proceeds" shall have the meaning assigned
thereto in Section 2.4(e).

     "Additional Term Loan Agreement" shall have the meaning assigned thereto in
Section 4.6(c).

     "Additional Term Loans" shall have the meaning assigned thereto in Section
4.6.

     "Additional Term Loan Effective Date" means the date, which shall be a
Business Day, on or before the Term Loan Maturity Date, but no earlier than
thirty (30) days after any Increase Notification Date, on which the Term Loan
Lenders make any Additional Term Loans to the Borrowers pursuant to Section 4.6.

     "Adjustment Date" shall have the meaning assigned thereto in Section
5.1(c).

     "Administrative Agent" means Wachovia in its capacity as Administrative
Agent hereunder, and any successor thereto appointed pursuant to Section 13.9.

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

     "Affiliate" means, with respect to any Person, any other Person (other
than, with respect to any Borrower, a Subsidiary of such Borrower) which
directly or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such first Person or any of its
Subsidiaries. The term "control" means (a) the power to vote five percent (5%)
or more of the securities or other equity interests of a Person having ordinary
voting power, or (b) the possession, directly or indirectly, of any other power
to direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise.

     "Aggregate Commitment" means the aggregate amount of the Lenders'
Commitments hereunder, as such amount may be reduced or modified at any time or
from time to time pursuant to the terms hereof. On the Closing Date, the
Aggregate Commitment shall be Two Hundred Thirty Million Dollars ($230,000,000).

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

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

                                       2

<PAGE>

     "Applicable Margin" means the applicable margin with respect to the Loans
as set forth in Section 5.1(c).

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

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

     "Arbitration Rules" shall have the meaning assigned thereto in Section
14.6.

     "Asset Sale Proceeds" shall have the meaning assigned thereto in Section
4.4(b)(i).

     "Assignment and Acceptance" shall have the meaning assigned thereto in
Section 14.10.

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

     "Base Rate Loan" means any Loan bearing interest at a rate based upon the
Base Rate as provided in Section 5.1(a).

     "Benefited Lender" shall have the meaning assigned thereto in Section 5.6.

     "Borrowers" means the collective reference to the Existing Borrowers and
any Additional Borrowers in their capacity as borrowers hereunder.

     "Business Day" means (a) for all purposes other than as set forth in clause
(b) below, any day, other than a Saturday, Sunday or legal holiday on which
banks in Charlotte, North Carolina and New York, New York, are open for the
conduct of their commercial banking business, and (b) with respect to all
notices and determinations in connection with, and payments of principal and
interest on, any LIBOR Rate Loan, any day that is a Business Day described in
clause (a) and that is also a day for trading by and between banks in Dollar
deposits in the London interbank market.

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

     "Capital Expenditures" means, with respect to the Company and its
Subsidiaries for any period, the aggregate cost of all Capital Assets acquired
by Company or any Subsidiary thereof during such period less the amount of (a)
retirements of Capital Assets (in an amount not to

                                       3

<PAGE>

exceed $500,000 during any Fiscal Year or any period of four (4) consecutive
fiscal quarters, as applicable) and (b) sales of Capital Assets during such
period, as determined in accordance with GAAP.

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

     "Cash Equivalents" shall have the meaning given thereto in Section 11.4(b).

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

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

     "Code" means the Internal Revenue Code of 1986, and the rules and
regulations thereunder, each as amended, supplemented or otherwise modified.

     "Collateral" means any collateral pledged by any Borrower, an equityholder
of any Borrower, or any Subsidiary of any Borrower, to the Administrative Agent
for the ratable benefit of the Administrative Agent and the Lenders, in order to
secure the Obligations or any portion thereof.

     "Commitment" means, as to any Lender, the sum of such Lender's Revolving
Credit Commitment, and Term Loan Commitment as set forth opposite such Lender's
name on the Register, as the same may be reduced or modified at any time or from
time to time pursuant to the terms hereof.

     "Commitment Fee Rate" shall have the meaning assigned thereto in Section
5.3(a).

     "Company" shall have the meaning assigned thereto in the preamble to this
Agreement.

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

     "Convertible Subordinated Notes" means the Company's $57,500,000
Convertible Subordinated Notes due 2008 bearing interest at 4.00%.

     "Credit Facility" means the collective reference to the Revolving Credit
Facility, the Term Loan Facility, the Swingline Facility and the L/C Facility.

     "Debt" means, with respect to the Company and its Subsidiaries at any date
and without duplication, the sum of the following calculated on a Consolidated
basis in accordance with GAAP: (a) all liabilities, obligations and indebtedness
for borrowed money including but not

                                       4

<PAGE>

limited to obligations evidenced by bonds, debentures, notes or other similar
instruments of any such Person, (b) all obligations with respect to accrued and
unpaid cash earnout payments reflected on the Consolidated balance sheet of the
Company and its Subsidiaries and created in connection with any Permitted
Acquisition and all other obligations to pay the deferred purchase price of
property or services of any such Person (including, without limitation, all
payment obligations under non-competition agreements), except obligations with
respect to (i) Vendor-Provided Financing and (ii) Trade Financing and all other
trade payables arising in the ordinary course of business which are not more
than ninety (90) days past due (provided that, commencing sixty (60) days after
the creation, incurrence or assumption thereof with respect to Section 9.14,
Debt shall include any Vendor-Provided Financing or other trade payable in each
case referred to in Section 9.14 with respect to which (A) an intercreditor
agreement has not been executed as provided in such Section 9.14 or (B) a
modification to the applicable security documents which limits the collateral
security secured thereby has not been executed as provided in Section 9.14), (c)
all obligations of any such Person as lessee under Capital Leases, (d) all Debt
of any other Person secured by a Lien on any asset of any such Person, (e) all
Guaranty Obligations of any such Person and (f) all obligations, contingent or
otherwise, of any such Person relative to the face amount of letters of credit,
whether or not drawn, including, without limitation, any Reimbursement
Obligation, and banker's acceptances issued for the account of any such Person.
Notwithstanding the foregoing, all payment obligations under any forward
contract executed by the Company in connection with any Hedging Agreement shall
be excluded from Debt.

     "Default" means any of the events specified in Section 12.1 which with the
passage of time, the giving of notice or any other condition, would constitute
an Event of Default.

     "Disputes" shall have the meaning set forth in Section 14.6.

     "Documentation Agent" means SunTrust Bank in its capacity as Documentation
Agent hereunder.

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

     "EBITDA" means, with respect to the Company and its Subsidiaries for any
period, the following calculated without duplication for such period on a
Consolidated basis in accordance with GAAP: (a) Net Income plus (b) the sum of
the following, in each case to the extent deducted in the determination of Net
Income, (i) income and franchise tax provisions by the Company and its
Subsidiaries, (ii) Interest Expense (including, without limitation, the call
premium relating to the buyback of the Existing Subordinated Notes in the amount
of $5,625,000) and (iii) amortization, depreciation and other unusual
non-recurring non-cash charges (including (A) amortization of covenants not to
compete and other intangible assets and (B) annual non-cash write-offs required
to be made by any such Person under FASB 142).

     "Eligible Assignee" means, with respect to any assignment of the rights,
interest and obligations of a Lender hereunder, a Person that is at the time of
such assignment (a) a commercial bank organized under the laws of the United
States or any state thereof, having

                                       5

<PAGE>

combined capital and surplus in excess of $500,000,000, (b) a commercial bank
organized under the laws of any other country that is a member of the
Organization of Economic Cooperation and Development, or a political subdivision
of any such country, having combined capital and surplus in excess of
$500,000,000, (c) a finance company, insurance company or other financial
institution which in the ordinary course of business extends credit of the type
extended hereunder and that has total assets in excess of $250,000,000, (d)
already a Lender hereunder (whether as an original party to this Agreement or as
the assignee of another Lender), (e) the successor (whether by transfer of
assets, merger or otherwise) to all or substantially all of the commercial
lending business of the assigning Lender, (f) any Affiliate of the assigning
Lender, (g) any Approved Fund, or (h) any other Person that has been approved in
writing as an Eligible Assignee by the Borrowers (other than upon the occurrence
and during the continuance of any Default or Event of Default) and the
Administrative Agent.

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

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

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

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

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

     "Eurodollar Reserve Percentage" means, for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%) which is in effect

                                       6

<PAGE>

for such day as prescribed by the Federal Reserve Board (or any successor) for
determining the maximum reserve requirement (including, without limitation, any
basic, supplemental or emergency reserves) in respect of eurocurrency
liabilities or any similar category of liabilities for a member bank of the
Federal Reserve System in New York City.

     "Event of Default" means any of the events specified in Section 12.1,
provided that any requirement for passage of time, giving of notice, or any
other condition, has been satisfied.

     "Excess Proceeds" shall have the meaning assigned thereto in Section
2.4(d).

     "Excess Refused Proceeds" shall have the meaning assigned thereto in
Section 2.4(e).

     "Existing Borrowers" shall have the meaning assigned thereto in the
preamble to this Agreement.

     "Existing Credit Agreement" shall have the meaning assigned thereto in the
preamble to this Agreement.

     "Existing Lenders" shall have the meaning assigned thereto in the preamble
to this Agreement.

     "Existing Loans" shall have the meaning assigned thereto in Section 6.2(g).

     "Existing Subordinated Notes" means the $100,000,000 Global Imaging
Systems, Inc. 10 3/4% Senior Subordinated Notes due 2007, including, without
limitation, any Add-On Notes, Exchange Notes or other replacement notes, in each
case issued pursuant to the Indenture dated as of March 8, 1999.

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

     "FASB-142" shall mean Financial Accounting Standards Board Statement No.
142, as in effect on the date of this Agreement, specifying, among other things,
applicable accounting principles with respect to goodwill adjustments

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

     "Federal Funds Rate" means, the rate per annum (rounded upwards, if
necessary, to the next higher 1/100th of 1%) representing the daily effective
federal funds rate as quoted by the Administrative Agent and confirmed in
Federal Reserve Board Statistical Release H.15 (519) or

                                       7

<PAGE>

any successor or substitute publication selected by the Administrative Agent.
If, for any reason, such rate is not available, then "Federal Funds Rate" shall
mean a daily rate which is determined, in the opinion of the Administrative
Agent, to be the rate at which federal funds are being offered for sale in the
national federal funds market at 9:00 a.m. (Charlotte time). Rates for weekends
or holidays shall be the same as the rate for the most immediately preceding
Business Day.

     "Fee Letter" means the separate fee letter agreement executed by the
Company, Wachovia Securities, Inc. and Wachovia dated as of May 7, 2003.

     "Fiscal Year" means the fiscal year of the Company and its Subsidiaries
ending on March 31.

     "Fixed Charges" means, with respect to the Company and its Subsidiaries for
any period, the sum of the following for such period calculated on a
Consolidated basis in accordance with GAAP: (a) cash income and franchise taxes,
(b) Interest Expense, (c) scheduled principal payments with respect to any Debt
(including, without limitation, the principal portion of payments attributable
to Capital Leases), (d) Restricted Capital Expenditures and (e) Operating Lease
Expense.

     "Funded Debt" means, with respect to the Company and its Subsidiaries on
any date, all Debt of such Persons calculated on a Consolidated basis.

     "GAAP" means generally accepted accounting principles, as recognized by the
American Institute of Certified Public Accountants and the Financial Accounting
Standards Board, consistently applied and maintained on a consistent basis for
the Company and its Subsidiaries throughout the period indicated and (subject to
Section 14.9) consistent with the prior financial practice of the Company and
its Subsidiaries.

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

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

     "Guaranty Obligation" means, with respect to the Company and its
Subsidiaries, without duplication, any obligation, contingent or otherwise, of
any such Person pursuant to which such Person has directly or indirectly
guaranteed any Debt or other obligation of any other Person and, without
limiting the generality of the foregoing, any obligation, direct or indirect,
contingent or otherwise, of any such Person (a) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Debt or other obligation
(whether arising by virtue of partnership arrangements, by agreement to keep
well, to purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement condition or otherwise), (b) entered into for the
purpose of assuring in any other manner the obligee of such Debt or other
obligation of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part), or

                                       8

<PAGE>

(c) with respect to reimbursement or similar agreements entered in the ordinary
course of business between any such Person and a third party issuer of surety or
performance bonds which are issued for such Person's account for the benefit of
a customer of such Person (provided that the term Guaranty Obligation shall not
include endorsements for collection or deposit in the ordinary course of
business).

     "Hazardous Materials" means any substances or materials (a) which are or
become defined as hazardous wastes, hazardous substances, pollutants,
contaminants, chemical substances or mixtures or toxic substances under any
Applicable Law, (b) which are toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human
health or the environment and are or become regulated by any Governmental
Authority, (c) the presence of which require investigation or remediation under
any Applicable Law, (d) the discharge or emission or release of which requires a
permit or license under any Applicable Law or other Governmental Approval, (e)
which are deemed to constitute a nuisance, a trespass or pose a health or safety
hazard to Persons or neighboring properties, (f) which consist of underground or
aboveground storage tanks, whether empty, filled or partially filled with any
substance, or (g) which contain, without limitation, asbestos, polychlorinated
biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum
derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic
gas.

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

     "Hedging Obligations" shall have the meaning assigned thereto in the
definition of "Obligations".

     "Increase Lenders" shall have the meaning assigned thereto in Section
4.6(b).

     "Increase Notification" means the written notice by the Company, on behalf
of the Borrowers, of its desire to increase the Term Loan Commitment pursuant to
Section 4.6.

     "Increase Notification Date" means the date on which the Increase
Notification is received by the Administrative Agent.

     "Initial Term Loans" shall mean the term loans to be made to the Borrowers
by the Lenders pursuant to Section 4.1 and shall not include any of the
Additional Term Loans made to the Borrowers pursuant to Section 4.6.

     "Interest Expense" means, with respect to the Company and its Subsidiaries
for any period, the total interest expense (including, without limitation,
interest expense attributable to Capital Leases and all net payment obligations
pursuant to Hedging Agreements, but excluding

                                       9

<PAGE>

amortization of financing fees) of such Persons, all determined for such period
on a Consolidated basis, without duplication, in accordance with GAAP.

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

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

     "Inventory" shall have the meaning assigned thereto in the Security
Agreement.

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

     "Issuer" shall have the meaning assigned thereto in the Pledge Agreement.

     "Issuing Lender" means either Wachovia or SunTrust Bank, in their
respective capacities as an issuer of any Letter of Credit, or any successor
thereto and "Issuing Lenders" means the collective reference to Wachovia and
SunTrust Bank in their capacities as issuers of the Letters of Credit.

     "Joinder Agreement" means any Joinder Agreement executed by a Subsidiary of
any Borrower pursuant to Section 9.12 in favor of the Administrative Agent for
the ratable benefit of the Administrative Agent and the Lenders and
substantially in the form of Exhibit H, as amended, restated, supplemented or
otherwise modified.

     "L/C Commitment" means the lesser of (a) Fifteen Million Dollars
($15,000,000) and (b) the Revolving Credit Commitment.

     "L/C Facility" means the letter of credit facility established pursuant to
Article III hereof (and pursuant to which the Borrowers may request Letters of
Credit).

     "L/C Facility Termination Date" means the earlier to occur of (a) the
resignation of Wachovia as Administrative Agent in accordance with Section 13.9
(provided that, SunTrust Bank is no longer an Issuing Lender) and (b) the fifth
(5th) Business Day prior to the Revolving Credit Maturity Date.

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

                                       10

<PAGE>

     "L/C Participants" means the collective reference to all the Lenders with
Revolving Credit Commitments other than, with respect to each Letter of Credit,
the applicable Issuing Lender.

     "Lender" means each Person executing this Agreement as a Lender (including,
without limitation, each Issuing Lender and the Swingline Lender unless the
context otherwise requires) set forth on the signature pages hereto and each
Person that hereafter becomes a party to this Agreement as a Lender pursuant to
Section 4.6 or Section 14.10.

     "Lending Office" means, with respect to any Lender, the office of such
Lender maintaining such Lender's Loans.

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

     "Leverage Ratio" means the ratio calculated in accordance with Section
10.1.

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

     "LIBOR Rate" means a rate per annum (rounded upwards, if necessary, to the
next higher 1/100th of 1%) determined by the Administrative Agent pursuant to
the following formula:
                                 LIBOR
     LIBOR Rate = --------------------------------------
                   1.00 - Eurodollar Reserve Percentage

Each calculation by the Administrative Agent of the LIBOR Rate shall be
conclusive and binding for all purposes, absent manifest error.

     "LIBOR Rate Loan" means any Loan bearing interest at a rate based upon the
LIBOR Rate as provided in Section 5.1(a).

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, collateral assignment, security interest or encumbrance of any kind in
respect of such asset. For the purposes of this Agreement, a Person shall be
deemed to own subject to a Lien any asset which it

                                       11

<PAGE>

has acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, Capital Lease or other title retention agreement
relating to such asset.

     "Loan Documents" means, collectively, this Agreement, the Notes, the
Applications, the Letters of Credit, each Additional Term Loan Agreement, the
Security Documents, and each other document, instrument and agreement executed
and delivered by any Borrower, any Subsidiary thereof or their counsel in
connection with this Agreement or otherwise referred to herein or contemplated
hereby (excluding any Hedging Agreement), all as may be amended, restated,
supplemented or otherwise modified.

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

     "Material Adverse Effect" means, with respect to the Company and its
Subsidiaries, a material adverse effect on the properties, business, prospects,
operations or condition (financial or otherwise) of such Persons, taken as a
whole, or the ability of such Persons, taken as a whole, to perform its
obligations under the Loan Documents or Material Contracts, in each case to
which it is a party.

     "Material Contract" means (a) any contract or other agreement, written or
oral, of any Borrower or any of its Subsidiaries involving monetary liability of
or to any such Person in an amount in excess of $2,000,000 per annum, or (b) any
other contract or agreement, written or oral, of any Borrower or any of its
Subsidiaries the failure to comply with which could reasonably be expected to
have a Material Adverse Effect.

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

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

     "Net Income" means, with respect to the Company and its Subsidiaries for
any period, the net income (or loss) thereof for such period determined on a
Consolidated basis in accordance with GAAP; provided, that there shall be
excluded from net income (or loss): (a) the

                                       12

<PAGE>

income (or loss) of any Person (other than a Wholly-Owned Subsidiary of the
Company) in which the Company or any Subsidiary has an ownership interest unless
received by any such Person in a cash distribution and (b) to the extent not
included in clause (a) above, any after-tax extraordinary gains or losses.

     "New Lender" shall have the meaning assigned thereto in Section 4.6(b).

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

     "Notice of Account Designation" shall have the meaning assigned thereto in
Section 2.3(b).

     "Notice of Revolving Credit/Swingline Borrowing" shall have the meaning
assigned thereto in Section 2.3(a).

     "Notice of Term Loan Borrowing" shall have the meaning assigned thereto in
Section 4.2.

     "Notice of Conversion/Continuation" shall have the meaning assigned thereto
in Section 5.2.

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

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

     "Officer's Compliance Certificate" shall have the meaning assigned thereto
in Section 8.2.

     "Operating Lease Expense" means, with respect to the Company and its
Subsidiaries for any period, all lease, rental and operating lease expenses of
such Persons with respect to any operating lease or rental agreement, in each
case for real property for such period, all determined for such period on a
Consolidated basis in accordance with GAAP.

                                       13

<PAGE>

     "Other Taxes" shall have the meaning assigned thereto in Section 5.11(b).

     "Participant" shall have the meaning assigned thereto in Section 14.10.

     "Partnership/LLC" shall have the meaning assigned thereto in the Pledge
Agreement.

     "Payment Refusal" shall have the meaning assigned thereto in Section
4.4(b).

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

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

     "Permitted Acquisition" means any acquisition permitted by Section 11.4(e)
hereof.

     "Permitted Acquisition Value" means the aggregate amount of the purchase
price (including, without limitation, any assumed debt, earn-outs and deferred
payments (to the extent a fixed and determinable obligation is incurred), or
capital stock of the acquiree, net of the applicable acquired company's cash
(including Cash Equivalents) balance as shown on the most recent financial
statements of the acquired company delivered in connection with the applicable
Permitted Acquisition) to be paid in connection with any applicable Permitted
Acquisition as set forth in the applicable stock or asset purchase documents
executed by any Borrower or any Subsidiary thereof in order to consummate the
applicable Permitted Acquisition.

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

     "Pledge Agreement" means the Amended and Restated Pledge Agreement dated as
of June 25, 2003, as amended, restated, supplemented or otherwise modified from
time to time, executed by the Borrowers in favor of the Administrative Agent for
the ratable benefit of itself and the other Lenders.

     "Prime Rate" means, at any time, the rate of interest per annum publicly
announced from time to time by Wachovia as its prime rate. Each change in the
Prime Rate shall be effective as of the opening of business on the day such
change in the Prime Rate occurs. The parties hereto acknowledge that the rate
announced publicly by Wachovia as its Prime Rate is an index or base rate and
shall not necessarily be its lowest or best rate charged to its customers or
other banks.

     "Pro Forma EBITDA" means, with respect to the Company and its Subsidiaries
for any period, EBITDA calculated on a pro forma basis to include as of the
first day of such period any

                                       14

<PAGE>

Permitted Acquisition or any permitted divestiture closed during such period.
For the purposes hereof, Pro Forma EBITDA shall be adjusted to reflect any
non-recurring costs and any extraordinary expenses of any such Permitted
Acquisition and any such permitted divestiture closed during such period in a
manner satisfactory to the Administrative Agent. These adjustments shall be
consistent with the adjustments made in the financial information delivered to
the Administrative Agent and the Lenders as of the Closing Date or in connection
with any such Permitted Acquisition and may include, but not be limited to,
management compensation in excess of historical compensation levels with respect
to the acquired Person (including, without limitation, prerequisites in excess
of historical levels) to be paid by the Company or any of its Subsidiaries
following any Permitted Acquisition, fees for professional services in excess of
historical levels after any such Permitted Acquisition, expenses incurred in
connection with any such Permitted Acquisition and such other similar additional
expenses incurred after any such Permitted Acquisition.

     "Purchasing Lender" shall have the meaning assigned thereto in Section
14.10.

     "Real Property Security Documents" means any mortgage, deed of trust,
leasehold mortgage, leasehold deed of trust, landlord agreement and other
agreement or writing pursuant to which any Borrower or any Subsidiary thereof
grants a security interest in any real property interest securing the
Obligations.

     "Register" shall have the meaning assigned thereto in Section 14.10(d).

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

     "Rental Pool Capital Expenditures" means, with respect to the Company and
its Subsidiaries for any period, all expenditures of such Persons which are made
in connection with the acquisition, replacement or repair of any equipment that
will be revenue producing and rented to customers of such Persons for, with
respect to any new equipment, an initial term of at least one (1) year, less (a)
retirements of such equipment (in an amount not to exceed $500,000 during any
Fiscal Year or any period of four (4) consecutive fiscal quarters, as
applicable) and (b) sales of such equipment during such period, all determined
for such period on a Consolidated basis in accordance with GAAP.

     "Required Lenders" means, at any date, (a) any combination of Lenders
holding at least fifty-one percent (51%) of the Revolving Credit Commitments at
such time (or, if such Commitments have been terminated pursuant to Section
12.2, any combination of Lenders holding at least fifty-one (51%) of the
Revolving Credit Loans at such time) and (b) any combination of Lenders holding
at least fifty-one percent (51%) of the Term Loans at such time; provided that,
the aggregate amount of each Lender's risk participation and funded
participation in Swingline Loans and L/C Obligations is deemed "held" by such
Lender for purposes of the parenthetical in clause (a) of this definition.

                                       15

<PAGE>

     "Responsible Officer" means any of the following: the chief executive
officer or chief financial officer of the Company or any other officer of the
Company reasonably acceptable to the Administrative Agent.

     "Restricted Capital Expenditures" means, with respect to the Company and
its Subsidiaries for any period, all Capital Expenditures (other than (i)
Capital Expenditures made in connection with Permitted Acquisitions and (ii)
Rental Pool Capital Expenditures).

     "Revolving Credit Commitment" means (a) as to any Lender, the obligation of
such Lender to make Revolving Credit Loans to the Borrowers hereunder, to issue
or participate in Letters of Credit issued for the account of the Borrowers
hereunder and to participate in Swingline Loans made to the Borrowers hereunder
in an aggregate principal or face amount at any time outstanding not to exceed
the amount set forth opposite such Lender's name on the Register, as such amount
may be reduced or modified at any time or from time to time pursuant to the
terms hereof, and (b) as to all Lenders, the aggregate commitment of all Lenders
to make Revolving Credit Loans to the Borrowers hereunder, to issue or
participate in Letters of Credit issued for the account of the Borrowers
hereunder and to participate in Swingline Loans made to the Borrowers hereunder,
as such amount may be reduced at any time or from time to time pursuant to the
terms hereof. The Revolving Credit Commitment of all Lenders on the Closing Date
shall be Ninety Million Dollars ($90,000,000).

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

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

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

     "Revolving Credit Maturity Date" means the earliest of the dates referred
to in Section 2.7.

     "Revolving Credit Notes" means the collective reference to the Revolving
Credit Notes made by the Borrowers payable to the order of each Lender,
substantially in the form of Exhibit A-1 hereto, evidencing the Revolving Credit
Facility, and any amendments, modifications and supplements thereto, any
substitutes therefor, and any replacements, restatements, renewals or extensions
thereof, in whole or in part; "Revolving Credit Note" means any of such
Revolving Credit Notes.

     "Security Agreement" means the Amended and Restated Security Agreement
dated as of June 25, 2003, as amended, restated, supplemented or otherwise
modified from time to time, executed by the Borrowers in favor of the
Administrative Agent for the ratable benefit of itself and the other Lenders.

                                       16

<PAGE>

     "Security Documents" means the collective reference to the Security
Agreement, the Pledge Agreement, the Real Property Security Documents, any
intellectual property security agreements and each other agreement or writing
pursuant to which any Borrower or any Subsidiary thereof purports to pledge or
grant a security interest in any property or assets securing the Obligations or
any such Person purports to guaranty the payment and/or performance of the
Obligations.

     "Senior Funded Debt" means, with respect to the Company and its
Subsidiaries on any date, Funded Debt of such Persons minus Funded Debt of such
Persons which constitutes Subordinated Debt.

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

     "Subordinated Debt" means the Debt evidenced by the Existing Subordinated
Notes, the Convertible Subordinated Notes and any other Debt of any Borrower or
any Subsidiary thereof subordinated in right and time of payment to the
Obligations and otherwise containing terms and conditions satisfactory to the
Required Lenders.

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

     "Subsidiary Borrowers" means any Subsidiary of the Company which is a
Borrower hereunder.

     "SweepPlus Program" means the cash management facility entered into between
the Company and Wachovia pursuant to documentation satisfactory thereto.

     "Swingline Commitment" means Twenty Million Dollars ($20,000,000).

     "Swingline Lender" means Wachovia in its capacity as swingline lender
hereunder.

                                       17

<PAGE>

     "Swingline Loan" means any swingline loan made by the Swingline Lender to
the Borrowers pursuant to Section 2.2, and all such swingline loans collectively
as the context requires.

     "Swingline Note" means the Swingline Note made by the Borrowers payable to
the order of the Swingline Lender, substantially in the form of Exhibit A-2
hereto, evidencing the Swingline Loans, and any amendments, supplements and
modifications thereto, any substitutes therefor, and any replacements,
restatements, renewals or extensions thereof, in whole or in part.

     "Swingline Maturity Date" means the earlier to occur of (a) the resignation
of Wachovia as Administrative Agent in accordance with Section 13.9 and (b) the
Revolving Credit Maturity Date.

     "Syndication Agent" means General Electric Capital Corporation in its
capacity as Syndication Agent hereunder.

     "Taxes" shall have the meaning assigned thereto in Section 5.11(a).

     "Term Loans" means the Initial Term Loans made to the Borrowers by the
Lenders pursuant to Section 4.1 and all Additional Term Loans made to the
Borrowers pursuant to Section 4.6.

     "Term Loan Commitment" means (a) as to any Lender, the obligation of such
Lender to make the Term Loans to the account of the Borrowers hereunder in an
aggregate principal amount not to exceed the amount set forth opposite such
Lender's name on the Register, as such amount may be reduced or modified at any
time or from time to time pursuant to the terms hereof, and (b) as to all
Lenders, the aggregate commitment to make Term Loans. The Term Loan Commitment
of all Lenders as of the Closing Date shall be One Hundred Forty Million Dollars
($140,000,000).

     "Term Loan Facility" shall mean the term loan facility established pursuant
to Article IV hereof.

     "Term Loan Lender" means each Lender which has a Term Loan Commitment or
which has extended Term Loans to the Borrowers.

     "Term Loan Maturity Date" means the first to occur of (a) June 25, 2009;
provided, however, that the Administrative Agent and the Required Lenders shall
have the right to accelerate the Term Loan Maturity Date to August 15, 2008 if
the Convertible Subordinated Notes have not been either (i) converted into
equity in accordance with the terms thereof or (ii) refinanced upon terms and
conditions satisfactory to the Administrative Agent and the Required Lenders, in
each case by June 25, 2008, and (b) the date of termination by the
Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a).

     "Term Loan Percentage" means, as to any Lender, the ratio of (a) the
outstanding principal balance of the Term Loans of such Lender to (b) the
aggregate outstanding principal balance of the Term Loans of all Lenders.

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<PAGE>

     "Term Notes" means the collective reference to the Term Notes made by the
Borrowers payable to the order of each Lender, substantially in the form of
Exhibit A-3 hereto, evidencing the Term Loan Facility, and any amendments,
modifications and supplements thereto, any substitutes therefor, and any
replacements, restatements, renewals or extensions thereof, in whole or in part;
"Term Note" means any of such Term Notes.

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

     "Trade Financing" means trade financing provided to the Company and its
Subsidiaries (other than Vendor-Provided Financing) arising in the ordinary
course of business which is (i) payable within sixty (60) days of the invoice
date thereof and (ii) not more than thirty (30) days past due.

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

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

     "United States" means the United States of America.

     "Vendor-Provided Financing" means financing provided to the Company and its
Subsidiaries arising in the ordinary course of business in order to finance the
purchase of Inventory thereby, which financing (i) is provided either directly
by the corresponding vendor or a third party financial institution or
"aggregator" to whom the vendor has transferred title to the financed Inventory
and (ii) is payable within one hundred and twenty (120) days of the invoice date
thereof.

                                       19

<PAGE>

     "VPF Customer" means any Borrower which is party to any Vendor-Provided
Financing arrangement.

     "VPF Intercompany Note" means any intercompany note which is payable by a
VPF Customer to a VPF Intercompany Noteholder.

     "VPF Intercompany Noteholder" means any Borrower which is the payee under a
VPF Intercompany Note.

     "VPF Intercompany Subordination Agreement" means any intercompany
subordination agreement which is executed by the applicable VPF Intercompany
Noteholder in favor of the applicable VPF Provider pursuant to which payments by
the applicable VPF Customer to the applicable VPF Intercompany Noteholder on or
under the applicable VPF Intercompany Note shall be subordinated to certain
senior indebtedness, including, without limitation, the applicable
Vendor-Provided Financing and the Obligations.

     "VPF Provider" means any vendor or a third party financial institution or
"aggregator" which has extended Vendor-Provided Financing to a VPF Customer.

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

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

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

     SECTION 1.3   Other Definitions and Provisions.

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

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

                                       20

<PAGE>

                                   ARTICLE II

                            REVOLVING CREDIT FACILITY

     SECTION 2.1   Revolving Credit Loans. Subject to the terms and conditions
of this Agreement, each Lender severally agrees to make Revolving Credit Loans
to the Borrowers on a joint and several basis from time to time from the Closing
Date through, but not including, the Revolving Credit Maturity Date as requested
by the Company, on behalf of the Borrowers, in accordance with the terms of
Section 2.3; provided, that (a) the aggregate principal amount of all
outstanding Revolving Credit Loans (after giving effect to any amount requested)
shall not exceed the Revolving Credit Commitment less the Swingline Commitment
and L/C Obligations and (b) the principal amount of outstanding Revolving Credit
Loans from any Lender to the Borrowers shall not at any time exceed such
Lender's Revolving Credit Commitment less such Lender's Revolving Credit
Commitment Percentage of the Swingline Commitment less such Lender's Revolving
Credit Commitment Percentage of all outstanding L/C Obligations. Each Revolving
Credit Loan by a Lender shall be in a principal amount equal to such Lender's
Revolving Credit Commitment Percentage of the aggregate principal amount of
Revolving Credit Loans requested on such occasion. Subject to the terms and
conditions hereof, the Borrowers may borrow, repay and reborrow Revolving Credit
Loans hereunder until the Revolving Credit Maturity Date.

     SECTION 2.2   Swingline Loans.

     (a)  Availability. Subject to the terms and conditions of this
Agreement, the Swingline Lender agrees to make Swingline Loans to the Borrowers
on a joint and several basis from time to time from the Closing Date through,
but not including, the Swingline Maturity Date; provided, that the aggregate
principal amount of all outstanding Swingline Loans (after giving effect to any
amount requested), shall not exceed the lesser of (i) the Revolving Credit
Commitment less the sum of all outstanding Revolving Credit Loans and L/C
Obligations and (ii) the Swingline Commitment.

     (b)  Refunding.

          (i)   Swingline Loans shall be refunded by the Lenders on demand
by the Swingline Lender. Such refundings shall be made by the Lenders in
accordance with their respective Revolving Credit Commitment Percentages and
shall thereafter be reflected as Revolving Credit Loans of the Lenders on the
books and records of the Administrative Agent. Each Lender shall fund its
respective Revolving Credit Commitment Percentage of Revolving Credit Loans as
required to repay Swingline Loans outstanding to the Swingline Lender upon
demand by the Swingline Lender but in no event later than 2:00 p.m. (Charlotte
time) on the next succeeding Business Day after such demand is made. No Lender's
obligation to fund its respective Revolving Credit Commitment Percentage of a
Swingline Loan shall be affected by any other Lender's failure to fund its
Revolving Credit Commitment Percentage of a Swingline Loan, nor shall any
Lender's Revolving Credit Commitment Percentage be increased as a result

                                       21

<PAGE>

of any such failure of any other Lender to fund its Revolving Credit Commitment
Percentage of a Swingline Loan.

          (ii)  The Borrowers shall pay to the Swingline Lender on demand the
amount of such Swingline Loans to the extent amounts received from the Lenders
are not sufficient to repay in full the outstanding Swingline Loans requested or
required to be refunded. In addition, the Borrowers hereby authorize the
Administrative Agent to charge any account maintained with the Swingline Lender
(up to the amount available therein) in order to immediately pay the Swingline
Lender the amount of such Swingline Loans to the extent amounts received from
the Lenders are not sufficient to repay in full the outstanding Swingline Loans
requested or required to be refunded. If any portion of any such amount paid to
the Swingline Lender shall be recovered by or on behalf of the Borrowers from
the Swingline Lender in bankruptcy or otherwise, the loss of the amount so
recovered shall be ratably shared among all the Lenders in accordance with their
respective Revolving Credit Commitment Percentages.

          (iii) Each Lender acknowledges and agrees that its obligation to
refund Swingline Loans in accordance with the terms of this Section 2.2 is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including, without limitation, any Default, Event of Default or
non-satisfaction of the conditions set forth in Article VI. Further, each Lender
agrees and acknowledges that if prior to the refunding of any outstanding
Swingline Loans pursuant to this Section 2.2, one of the events described in
Section 12.1(j) or (k) shall have occurred, each Lender will, on the date the
applicable Revolving Credit Loan would have been made, purchase an undivided
participating interest in the Swingline Loan to be refunded in an amount equal
to its Revolving Credit Commitment Percentage of the aggregate amount of such
Swingline Loan. Each Lender will immediately transfer to the Swingline Lender,
in immediately available funds, the amount of its participation and upon receipt
thereof the Swingline Lender will deliver to such Lender a certificate
evidencing such participation dated the date of receipt of such funds and for
such amount. Whenever, at any time after the Swingline Lender has received from
any Lender such Lender's participating interest in a Swingline Loan, the
Swingline Lender receives any payment on account thereof, the Swingline Lender
will distribute to such Lender its participating interest in such amount
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Lender's participating interest was outstanding and
funded).

     SECTION 2.3   Procedure for Advances of Revolving Credit Loans and
                   Swingline Loans.

     (a)  Requests for Borrowing. The Company, on behalf of the Borrowers, shall
give the Administrative Agent irrevocable prior written notice substantially in
the form attached hereto as Exhibit B-1 (a "Notice of Revolving Credit/Swingline
Borrowing") not later than 11:00 a.m. (Charlotte time) (i) on the same Business
Day as each Base Rate Loan and (ii) at least three (3) Business Days before each
LIBOR Rate Loan, of its intention to borrow, specifying (A) the date of such
borrowing, which shall be a Business Day, (B) the amount of such borrowing,
which shall be in an amount equal to the amount of the Revolving Credit
Commitment then available to the Borrowers, or if less, (x) with respect to Base
Rate Loans (other than Swingline Loans) in an aggregate principal amount of
$500,000 or a whole multiple of $50,000 in excess

                                       22

<PAGE>

thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount
of $3,000,000 or a whole multiple of $500,000 in excess thereof and (z) with
respect to Swingline Loans in an aggregate principal amount of $100,000 or a
whole multiple of $50,000 in excess thereof (provided that Swingline Loans being
made pursuant to the SweepPlus Program may be in a minimum amount of $1,000 or
any increment thereof), (C) whether such Loan is to be a Revolving Credit Loan
or a Swingline Loan, (D) in the case of a Revolving Credit Loan, whether such
Loan is to be a LIBOR Rate Loan or a Base Rate Loan and (E) in the case of a
LIBOR Rate Loan, the duration of the Interest Period applicable thereto. Notices
received after 11:00 a.m. (Charlotte time) shall be deemed received on the next
Business Day. The Administrative Agent shall promptly notify the Lenders of each
Notice of Revolving Credit/Swingline Borrowing.

     (b)  Disbursement of Revolving Credit and Swingline Loans. Not later than
2:00 p.m. (Charlotte time) on the proposed borrowing date, (i) each Lender will
make available to the Administrative Agent, for the account of the Borrowers, at
the office of the Administrative Agent in funds immediately available to the
Administrative Agent, such Lender's Revolving Credit Commitment Percentage of
the Revolving Credit Loans to be made on such borrowing date and (ii) the
Swingline Lender will make available to the Administrative Agent, for the
account of the Borrowers, at the office of the Administrative Agent in funds
immediately available to the Administrative Agent, the Swingline Loans to be
made on such borrowing date. The Borrowers hereby irrevocably authorize the
Administrative Agent to disburse the proceeds of each borrowing requested
pursuant to this Section 2.3 in immediately available funds by crediting or
wiring such proceeds to the deposit account of the Borrowers identified in the
most recent notice substantially in the form of Exhibit C hereto (a "Notice of
Account Designation") delivered by the Company, on behalf of the Borrowers, to
the Administrative Agent or may be otherwise agreed upon by the Borrowers and
the Administrative Agent from time to time. Subject to Section 5.7 hereof, the
Administrative Agent shall not be obligated to disburse the portion of the
proceeds of any Revolving Credit Loan requested pursuant to this Section 2.3 to
the extent that any Lender has not made available to the Administrative Agent
its Revolving Credit Commitment Percentage of such Loan. Revolving Credit Loans
to be made for the purpose of refunding Swingline Loans shall be made by the
Lenders as provided in Section 2.2(b).

     SECTION 2.4   Repayment of Loans.

     (a)  Repayment on Revolving Credit Maturity Date. The Borrowers shall repay
the outstanding principal amount of (i) all Revolving Credit Loans in full on
the Revolving Credit Maturity Date and (ii) all Swingline Loans in full in
accordance with Section 2.2(b)(ii) (and, in any case, no later than the
Swingline Maturity Date), together, in each case, with all accrued but unpaid
interest thereon.

                                       23

<PAGE>

     (b)  Mandatory Repayment of Revolving Credit Loans.

          (i)   If at any time the outstanding principal amount of all Revolving
Credit Loans plus the sum of all outstanding Swingline Loans and L/C Obligations
exceeds the Revolving Credit Commitment, the Borrowers shall repay immediately
upon notice from the Administrative Agent, by payment to the Administrative
Agent for the account of the Lenders, Extensions of Credit in an amount equal to
such excess with each such repayment applied first to the principal amount of
outstanding Swingline Loans and second to the principal amount of outstanding
Revolving Credit Loans and, if necessary, to cash collateralize any outstanding
Letters of Credit in accordance with Section 12.2(b).

          (ii)  The Borrower shall also repay the Revolving Credit Loans to the
extent required by Section 2.6(c).

     (c)  Optional Repayments. The Borrowers may at any time and from time to
time repay the Revolving Credit Loans and Swingline Loans, in whole or in part,
upon at least three (3) Business Days' irrevocable notice to the Administrative
Agent with respect to LIBOR Rate Loans and one (1) Business Day irrevocable
notice with respect to Base Rate Loans, substantially in the form attached
hereto as Exhibit D (a "Notice of Prepayment"), specifying (i) the date of
repayment, (ii) the amount of repayment, (iii) whether the repayment is of
Revolving Credit Loans, Swingline Loans or a combination thereof, and, if of a
combination thereof, the amount allocable to each, and (iv) whether the
repayment is of LIBOR Rate Loans, Base Rate Loans or a combination thereof, and,
if of a combination thereof, the amount allocable to each. Upon receipt of such
notice, the Administrative Agent shall promptly notify each Lender. If any such
notice is given, the amount specified in such notice shall be due and payable on
the date set forth in such notice. Partial repayments shall be in an aggregate
amount of $500,000 or a whole multiple of $50,000 in excess thereof with respect
to Base Rate Loans (other than Swingline Loans), $3,000,000 or a whole multiple
of $500,000 in excess thereof with respect to LIBOR Rate Loans and $100,000 or a
whole multiple of $50,000 in excess thereof with respect to Swingline Loans
(provided that repayments of Swingline Loans made pursuant to the SweepPlus
Program may be in a minimum amount of $1,000 or any increment thereof). Each
such repayment shall be accompanied by any amount required to be paid pursuant
to Section 5.9 hereof.

     (d)  Repayment of Excess Proceeds. If at any time proceeds ("Excess
Proceeds") remain after the prepayment of Term Loans pursuant to Section 4.4(b),
the amount of such Excess Proceeds shall be used on the date of the required
prepayment under Section 4.4(b) to prepay the outstanding principal amount of
the Revolving Credit Loans (with a corresponding reduction of the Revolving
Credit Commitment as set forth in Section 2.6(b) below) and Swingline Loans.

     (e)  Repayment Pursuant to Payment Refusals. In the event any Term Loan
Lender makes a Payment Refusal election pursuant to Section 4.4(b) and proceeds
remain (such remaining proceeds, the "Excess Refused Proceeds"), the amount of
such Excess Refused Proceeds shall be used on the date of the required
prepayment pursuant to Section 4.4(b) to prepay the outstanding principal amount
of the Revolving Credit Loans (without a corresponding reduction in the
Revolving Credit Commitment) and Swingline Loans; provided that if proceeds

                                       24

<PAGE>

("Additional Excess Refused Proceeds") remain after the prepayment of the
outstanding principal amount of the Revolving Credit Loans and Swingline Loans,
the amount of such Additional Excess Refused Proceeds shall be applied in the
manner set forth in Section 4.4(b)(v).

     (f)  Limitation on Repayment of LIBOR Rate Loans. The Borrowers may not
repay any LIBOR Rate Loan on any day other than on the last day of the Interest
Period applicable thereto unless such repayment is accompanied by any amount
required to be paid pursuant to Section 5.9 hereof.

     (g)  Hedging Agreements. No repayment or prepayment pursuant to this
Section 2.4 shall affect any Borrower's obligations under any Hedging Agreement,
except as may be specifically provided for under any such Hedging Agreement.

     SECTION 2.5   Notes.

     (a)  Revolving Credit Notes. Except as otherwise provided in Section
14.10(a)-(e), each Lender's Revolving Credit Loans and the obligation of the
Borrowers to repay such Revolving Credit Loans shall be evidenced by a separate
Revolving Credit Note executed by the Borrowers payable to the order of such
Lender. Each Revolving Credit Note shall be dated as of the Closing Date and
shall bear interest on the unpaid principal amount thereof at the applicable
interest rate per annum specified in Section 5.1.

     (b)  Swingline Note. The Swingline Loans and the obligations of the
Borrowers to repay such Swingline Loans shall be evidenced by a Swingline Note
executed by the Borrowers payable to the order of the Swingline Lender. The
Swingline Note shall be dated as of the Closing Date and shall bear interest on
the unpaid principal amount thereof at the applicable interest rate per annum
specified in Section 5.1.

     SECTION 2.6   Permanent Reduction of the Revolving Credit Commitment.

     (a)  Voluntary Reduction. The Borrowers shall have the right at any time
and from time to time, upon at least five (5) Business Days prior written notice
to the Administrative Agent, to permanently reduce, without premium or penalty,
(i) the entire Revolving Credit Commitment at any time or (ii) portions of the
Revolving Credit Commitment, from time to time, in an aggregate principal amount
not less than $3,000,000 or any whole multiple of $500,000 in excess thereof.
Notwithstanding the foregoing, the Revolving Credit Commitment cannot be reduced
to an amount less than the amount of the then outstanding Letters of Credit and
Swingline Loans.

     (b)  Mandatory Reductions. If at any time Excess Proceeds remain after the
prepayment of Term Loans pursuant to Section 4.4(b), the Revolving Credit
Commitment shall be permanently reduced on the date of the required prepayment
under Section 4.4(b) by an amount equal to the amount of such Excess Proceeds.

     (c)  Manner of Payment. Each permanent reduction permitted or required
pursuant to this Section 2.6 shall be accompanied by a payment of principal
sufficient to reduce the

                                       25

<PAGE>

aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C
Obligations, as applicable, after such reduction to the Revolving Credit
Commitment as so reduced and if the Revolving Credit Commitment as so reduced is
less than the aggregate amount of all outstanding Letters of Credit, the
Borrowers shall be required to furnish cash collateral in accordance with
Section 12.2(b) in an amount equal to the aggregate then undrawn and unexpired
amount of such Letter of Credit. Any reduction of the Revolving Credit
Commitment to zero shall be accompanied by payment of all outstanding Revolving
Credit Loans and Swingline Loans (and furnishing of cash collateral in
accordance with Section 12.2(b) for all L/C Obligations) and termination of the
Revolving Credit Commitment and the Swingline Commitment and the Revolving
Credit Facility. Such cash collateral shall be applied in accordance with
Section 12.2(b). If the reduction of the Revolving Credit Commitment requires
the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any
amount required to be paid pursuant to Section 5.9 hereof.

     SECTION 2.7   Termination of Revolving Credit Facility. The Revolving
Credit Facility shall terminate on the earliest of (a) June 25, 2008, (b) the
date of termination by the Borrowers pursuant to Section 2.6(a), and (c) the
date of termination by the Administrative Agent on behalf of the Lenders
pursuant to Section 12.2(a).

                                   ARTICLE III

                           LETTER OF CREDIT FACILITIES

     SECTION 3.1   L/C Commitment. Subject to the terms and conditions hereof,
the Issuing Lenders, in reliance on the agreements of the other Lenders set
forth in Section 3.4, agree to issue standby letters of credit ("Letters of
Credit") for the account of the Borrowers on any Business Day from the Closing
Date through but not including the L/C Facility Termination Date in such form as
may be approved from time to time by the applicable Issuing Lender; provided,
that the Issuing Lenders shall have no obligation to issue any Letter of Credit
if, after giving effect to such issuance, (a) the L/C Obligations would exceed
the L/C Commitment or (b) the aggregate principal amount of outstanding
Revolving Credit Loans plus the aggregate principal amount of outstanding
Swingline Loans plus the aggregate amount of L/C Obligations would exceed the
Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in
Dollars in a minimum amount of $50,000, (ii) be a standby letter of credit
issued to support obligations of any Borrower, contingent or otherwise, incurred
in the ordinary course of business, (iii) expire on a date satisfactory to the
applicable Issuing Lender, which date shall be no later than the earlier of (A)
the date that is twelve (12) months after the date of issuance thereof (provided
that any Letter of Credit may be automatically renewable for additional twelve
(12) month periods so long as no such renewal shall cause such Letter of Credit
to terminate on a date that is later than the Revolving Credit Maturity Date)
and (B) the fifth (5/th/) Business Day prior to the Revolving Credit Maturity
Date and (iv) be subject to the Uniform Customs and/or ISP98 and, to the extent
not inconsistent therewith, the laws of the State of North Carolina. The
applicable Issuing Lender shall not at any time be obligated to issue any Letter
of Credit hereunder if such issuance would conflict with, or cause the
applicable Issuing Lender or any L/C Participant to exceed any limits imposed
by, any Applicable Law. References herein to

                                       26

<PAGE>

"issue" and derivations thereof with respect to Letters of Credit shall also
include extensions, amendments or modifications of any existing Letters of
Credit, unless the context otherwise requires.

     SECTION 3.2   Procedure for Issuance of Letters of Credit. The Borrowers
may from time to time request that the applicable Issuing Lender issue a Letter
of Credit by delivering to the Administrative Agent and the applicable Issuing
Lender at the Administrative Agent's Office an Application therefor, completed
to the satisfaction of the Administrative Agent and the applicable Issuing
Lender, and such other certificates, documents and other papers and information
as the Administrative Agent and the applicable Issuing Lender may request. Upon
receipt of any Application, the applicable Issuing Lender shall process such
Application and the certificates, documents and other papers and information
delivered to it in connection therewith in accordance with its customary
procedures and shall, subject to Section 3.1 and Article VI hereof, promptly
issue the Letter of Credit requested thereby (but in no event shall the
applicable Issuing Lender be required to issue any Letter of Credit earlier than
three (3) Business Days after its receipt of the Application therefor and all
such other certificates, documents and other papers and information relating
thereto) by issuing the original of such Letter of Credit to the beneficiary
thereof or as otherwise may be agreed by the applicable Issuing Lender and the
applicable Borrower. The applicable Issuing Lender shall furnish to the Company
and the Administrative Agent a copy of such Letter of Credit and the
Administrative Agent shall notify each Lender of the issuance and, upon request
by any Lender, furnish to such Lender a copy of such Letter of Credit and the
amount of each L/C Participant's participation therein, all promptly following
the issuance of such Letter of Credit.

     SECTION 3.3   Commissions and Other Charges.

     (a)  Letter of Credit Commission. The Borrowers shall pay to the
Administrative Agent, for the account of the applicable Issuing Lender and the
L/C Participants, a letter of credit commission with respect to each Letter of
Credit in an amount equal to the product of (i) the Applicable Margin with
respect to LIBOR Rate Loans (as set forth in Section 5.1 hereof) in effect on
the corresponding payment date (determined on a per annum basis) and (ii) the
average face amount of such Letter of Credit for the corresponding quarterly
period. Such commission shall be payable quarterly in arrears on the last
Business Day of each calendar quarter (based on the then current Applicable
Margin) and on the Revolving Credit Maturity Date. The Administrative Agent
shall, promptly following its receipt thereof, distribute to the applicable
Issuing Lender and the L/C Participants such commission in accordance with their
respective Revolving Credit Commitment Percentages.

     (b)  Issuance Fees. In addition to the foregoing commission, the Borrowers
shall pay the applicable Issuing Lender, for its account, an issuance fee with
respect to each Letter of Credit in an amount equal to the product of (i)
one-eighth percent (0.125%) per annum and (ii) the face amount of such Letter of
Credit as of the date of issuance of such Letter of Credit. Such fee shall be
payable quarterly in arrears on the last Business Day of each calendar quarter
and on the Revolving Credit Maturity Date.

                                       27

<PAGE>

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

     SECTION 3.4   L/C Participations.

     (a)  The Issuing Lenders irrevocably agree to grant and hereby grant to
each L/C Participant, and, to induce the Issuing Lenders to issue Letters of
Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase
and hereby accepts and purchases from the applicable Issuing Lender for such L/C
Participant's own account and risk an undivided interest equal to such L/C
Participant's Revolving Credit Commitment Percentage in the applicable Issuing
Lender's obligations and rights under and in respect of each Letter of Credit
issued hereunder and the amount of each draft paid by the applicable Issuing
Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees
with the applicable Issuing Lender (notwithstanding any Default, Event of
Default, non-satisfaction of conditions set forth in Article VI or any other
circumstances whatsoever) that, if a draft is paid under any Letter of Credit
for which the applicable Issuing Lender is not reimbursed in full by the
Borrowers through a Revolving Credit Loan or otherwise in accordance with the
terms of this Agreement, such L/C Participant shall pay to the applicable
Issuing Lender upon demand at the applicable Issuing Lender's address for
notices specified herein an amount equal to such L/C Participant's Revolving
Credit Commitment Percentage of the amount of such draft, or any part thereof,
which is not so reimbursed.

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

     (c)  Whenever, at any time after the applicable Issuing Lender has made
payment under any Letter of Credit and has received from any L/C Participant its
Revolving Credit Commitment Percentage of such payment in accordance with this
Section 3.4, the applicable

                                       28

<PAGE>

Issuing Lender receives any payment related to such Letter of Credit (whether
directly from any Borrower or otherwise), or any payment of interest on account
thereof, the applicable Issuing Lender will distribute to such L/C Participant
its pro rata share thereof; provided, that in the event that any such payment
received by the applicable Issuing Lender shall be required to be returned by
the applicable Issuing Lender, such L/C Participant shall return to the
applicable Issuing Lender the portion thereof previously distributed by the
applicable Issuing Lender to it.

     SECTION 3.5   Reimbursement Obligation of the Borrowers. The Borrowers
agree to reimburse the applicable Issuing Lender on each date on which the
applicable Issuing Lender notifies the Borrowers of the date and amount of a
draft paid under any Letter of Credit for the amount of (i) such draft so paid
and (ii) any taxes, fees, charges or other costs or expenses incurred by the
applicable Issuing Lender in connection with such payment. Each such payment
shall be made to the applicable Issuing Lender at its address for notices
specified herein in lawful money of the United States and in immediately
available funds. Interest shall be payable on any and all amounts remaining
unpaid by the Borrowers under this Article III from the date such amounts become
payable (whether at stated maturity, by acceleration or otherwise) until payment
in full at the rate which would be payable on any outstanding Base Rate Loans
which were then overdue. If the Borrowers fail to timely reimburse the
applicable Issuing Lender on the date the Borrowers receive the notice referred
to in this Section 3.5, the Borrowers shall be deemed to have timely given a
Notice of Revolving Credit/Swingline Borrowing hereunder to the Administrative
Agent requesting the Lenders to make a Revolving Credit Loan as a Base Rate Loan
on such date in an amount equal to the amount of such drawing and any taxes,
fees, charges or other costs or expenses incurred by the applicable Issuing
Lender in connection with such payment by the Issuing Lender and, regardless of
whether or not the conditions precedent specified in Article VI have been
satisfied, the Lenders shall make Revolving Credit Loans as Base Rate Loans in
such amount, the proceeds of which shall be applied to reimburse the applicable
Issuing Lender for the amount of the related drawing and costs and expenses.

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

                                       29

<PAGE>

misconduct, shall be binding on the Borrowers and shall not result in any
liability of the applicable Issuing Lender or any L/C Participant to the
Borrowers. The responsibility of the applicable Issuing Lender to the Borrowers
in connection with any draft presented for payment under any Letter of Credit
shall, in addition to any payment obligation expressly provided for in such
Letter of Credit be limited to determining that the documents (including each
draft) delivered under such Letter of Credit in connection with such presentment
are in conformity with such Letter of Credit.

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

                                   ARTICLE IV

                               TERM LOAN FACILITY
                               ------------------

     SECTION 4.1   Initial Term Loans. Subject to the terms and conditions of
this Agreement, each Lender severally agrees to make an Initial Term Loan to the
Borrowers on a joint and several basis on the Closing Date. The Initial Term
Loan shall be funded by each Lender in a principal amount equal to such Lender's
Term Loan Percentage of the aggregate principal amount of the Initial Term Loans
made on the Closing Date, which aggregate principal amount shall equal the total
Term Loan Commitment as of the Closing Date. Notwithstanding the foregoing, if
the total Term Loan Commitment (other than with respect to Additional Term
Loans) as of the Closing Date is not drawn on the Closing Date, the undrawn
amount shall automatically be cancelled.

     SECTION 4.2   Procedure for Advance of Initial Term Loans.

     (a)  The Company, on behalf of the Borrowers, shall give the Administrative
Agent irrevocable prior written notice substantially in the form attached hereto
as Exhibit B-2 (a "Notice of Term Loan Borrowing") with respect to the Initial
Term Loans prior to 11:00 a.m. (Charlotte time) on the Closing Date requesting
that the Lenders make the Initial Term Loans as a Base Rate Loan on such date
(provided that the Borrowers may request, no later than three (3) Business Days
prior to the Closing Date, that the Lenders make the Initial Term Loans as LIBOR
Rate Loans if the Borrowers have delivered to the Administrative Agent a letter
in form and substance satisfactory to the Administrative Agent indemnifying the
Lenders in the manner set forth in Section 5.9 of this Agreement).

     (b)  Upon receipt of such Notice of Term Loan Borrowing from the Company,
on behalf of the Borrowers, the Administrative Agent shall promptly notify each
Lender thereof. Not later than 2:00 p.m. (Charlotte time) on the applicable
borrowing date, each Lender will make available to the Administrative Agent for
the account of the Borrowers, at the office of the Administrative Agent in
immediately available funds, the amount of such Initial Term Loan to be made by
such Lender on such borrowing date. The Borrowers hereby irrevocably authorize
the Administrative Agent to disburse the proceeds of the Initial Term Loans in
immediately available funds by wire

                                       30

<PAGE>

transfer to such Person or Persons as may be designated by the Company, on
behalf of the Borrowers.

     SECTION 4.3   Repayment of Term Loans.

     (a) Initial Term Loans. The Borrowers shall repay the aggregate outstanding
principal amount of the Initial Term Loans in consecutive quarterly installments
on the last Business Day of each of June, September, December and March
commencing September 30, 2003 as set forth below, except as the amounts of
individual installments may be adjusted pursuant to Section 4.4 hereof:

------------------------------------------------------------------------------
 YEAR         PAYMENT DATE        PRINCIPAL INSTALLMENT   TERM LOAN COMMITMENT
                                           ($)                    ($)
------------------------------------------------------------------------------
  1       September 30, 2003             350,000              139,650,000
          December 31, 2003              350,000              139,300,000
          March 31, 2004                 350,000              138,950,000
          June 30, 2004                  350,000              138,600,000
------------------------------------------------------------------------------
  2       September 30, 2004             350,000              138,250,000
          December 31, 2004              350,000              137,900,000
          March 31, 2005                 350,000              137,550,000
          June 30, 2005                  350,000              137,200,000
------------------------------------------------------------------------------
  3       September 30, 2005             350,000              136,850,000
          December 31, 2005              350,000              136,500,000
          March 31, 2006                 350,000              136,150,000
          June 30, 2006                  350,000              135,800,000
------------------------------------------------------------------------------
  4       September 30, 2006             350,000              135,450,000
          December 31, 2006              350,000              135,100,000
          March 31, 2007                 350,000              134,750,000
          June 30, 2007                  350,000              134,400,000
------------------------------------------------------------------------------
  5       September 30, 2007             350,000              134,050,000
          December 31, 2007              350,000              133,700,000
          March 31, 2008                 350,000              133,350,000
          June 30, 2008                  350,000              133,000,000
------------------------------------------------------------------------------
  6       September 30, 2008           33,250,000             99,750,000
          December 31, 2008            33,250,000             66,500,000
          March 31, 2009               33,250,000             33,250,000
          June 25, 2009                33,250,000                  0
------------------------------------------------------------------------------

If not sooner paid, the Term Loans shall be paid in full, together with accrued
interest thereon, on the Term Loan Maturity Date.

     (b)  Additional Term Loans. The Borrower shall repay the aggregate
outstanding principal amount of the Additional Term Loans (if any) in
consecutive quarterly installments on the last Business Day of each of March,
June, September and December commencing with the first full calendar quarter
ending after the Additional Term Loan Effective Date, in the following amounts
(which such amount shall be calculated on the Additional Term Loan Effective
Date): (i) as of any fiscal quarter end prior to the fiscal quarter ending
September 30, 2008, an amount equal to one-quarter of one percent (0.25%) of the
original principal amount of the Additional Term Loans, and (ii) as of any
fiscal quarter ending on or after September 30, 2008, an amount equal to
twenty-five

                                       31

<PAGE>

percent (25%) of the sum of (X) the original amount of the Additional Term Loans
less (Y) the projected amount of all scheduled amortization payments to be made
with respect to the Additional Term Loans (determined as of the Additional Term
Loan Effective Date) prior to September 30, 2008; provided that such amounts of
individual installments may be adjusted pursuant to Section 4.4 hereof.

     (c)  No Reborrowing. Amounts repaid pursuant to this Section 4.3 may not be
reborrowed and will constitute a permanent reduction of the Term Loan
Commitment.

     SECTION 4.4   Prepayments of Term Loans.

     (a)  Optional Prepayment of Term Loans. The Borrowers shall have the right
at any time and from time to time, upon delivery to the Administrative Agent of
a Notice of Prepayment at least three (3) Business Days prior to any repayment,
to prepay the Term Loans in whole or in part without premium or penalty except
as provided in Section 5.9 hereof. Each optional prepayment of the Term Loans
hereunder shall be in an aggregate principal amount of at least $3,000,000 or
any whole multiple of $500,000 in excess thereof, shall be applied to the
outstanding principal balance of the Term Loans on a pro rata basis between the
Initial Term Loans and the Additional Term Loans and shall reduce the remaining
scheduled installments of the Initial Term Loans and the Additional Term Loans
in inverse order of maturity thereof. Each repayment shall be accompanied by any
amount required to be paid pursuant to Section 5.9 hereof.

     (b)  Mandatory Prepayment of Term Loans.

          (i)   Asset Sale Proceeds. No later than one hundred twenty (120) days
following any Borrower's receipt thereof, such Borrower shall make mandatory
principal prepayments of the Term Loans in the manner set forth in Section
4.4(b)(v) below in amounts equal to one hundred percent (100%) of the aggregate
Net Cash Proceeds from the sale or other disposition or series of related sales
or other dispositions of assets by any Borrower or any of its Subsidiaries
pursuant to Section 11.6(f) ("Asset Sale Proceeds"); provided that such
prepayment shall not be required to the extent that such Asset Sale Proceeds are
reinvested in comparable replacement assets within one hundred twenty (120) days
of any such transaction. Such prepayment shall be made within one hundred twenty
(120) days after the date of consummation of any such transaction.
Notwithstanding any of the foregoing to the contrary, upon and during the
continuance of an Event of Default and upon notice from the Administrative
Agent, all Asset Sale Proceeds received by the Borrowers and their Subsidiaries
shall be applied to make prepayments of the Term Loans, such prepayments to be
made within three (3) Business Days after the date of receipt of Asset Sale
Proceeds.

          (ii)  Insurance Proceeds. No later than one hundred twenty (120) days
following the date of receipt by any Borrower or any of its Subsidiaries of any
Net Cash Proceeds in excess of $2,500,000 in the aggregate under any of the
insurance policies maintained pursuant to Section 4(a)(v) of the Security
Agreement ("Insurance Proceeds") which have not been reinvested as of such date
to replace or restore the damaged property to which such Insurance Proceeds
relate, such Borrower shall make mandatory principal prepayments of the

                                       32

<PAGE>

Term Loans in the manner set forth in Section 4.4(b)(v) below in amounts equal
to one hundred percent (100%) of the aggregate amount of such Insurance Proceeds
(as required in accordance in accordance with Section 4(a)(v) of the Security
Agreement). Such prepayment shall be made within one hundred twenty (120) days
after the date of receipt of such Insurance Proceeds. Notwithstanding any of the
foregoing to the contrary, upon and during the continuance of an Event of
Default and upon notice from the Administrative Agent, all Insurance Proceeds
received by the Borrowers and their Subsidiaries shall be applied to make
prepayments of the Term Loans, such prepayments to be made within three (3)
Business Days after the date of receipt of Insurance Proceeds.

          (iii) Debt Proceeds. The Borrowers shall make mandatory principal
prepayments of the Term Loans in the manner set forth in Section 4.4(b)(v) below
in amounts equal to one hundred percent (100%) of the aggregate Net Cash
Proceeds from any incurrence of Debt not permitted hereunder (but otherwise
consented to by the Required Lenders) by any Borrower or any of its
Subsidiaries. Such prepayment shall be made within three (3) Business Days after
the date of receipt of Net Cash Proceeds of any such transaction.

          (iv)  Equity Proceeds. The Borrowers shall make mandatory principal
prepayments of the Term Loans in the manner set forth in Section 4.4(b)(v) below
in amounts equal to fifty percent (50%) of the aggregate Net Cash Proceeds from
any offering of equity securities by any Borrower or any of its Subsidiaries.
Such prepayment shall be made within three (3) Business Days after the date of
receipt of Net Cash Proceeds of any such transaction.

          (v)   Notice; Manner of Payment. Upon the occurrence of any event
triggering the prepayment requirement under Sections 4.4(b)(i) through and
including 4.4(b)(iv), the Company, on behalf of the Borrowers, shall promptly
deliver a Notice of Prepayment to the Administrative Agent and upon receipt of
such notice, the Administrative Agent shall promptly so notify the Lenders. Each
prepayment under this Section 4.4(b) shall be applied as follows: first, to
reduce the outstanding principal balance of the Term Loans on a pro rata basis
between the Initial Term Loans and the Additional Term Loans to reduce in
inverse order of maturity the remaining amortization payments of the Initial
Term Loans and the Additional Term Loans pursuant to Section 4.3 and second, to
the extent of any excess, to repay the outstanding principal balance of the
Revolving Credit Loans pursuant to Section 2.4(d) and to reduce permanently the
Revolving Credit Commitment pursuant to Section 2.6(b); provided that any Term
Loan Lender may elect to have its pro rata share (based on its Term Loan
Percentage) of any mandatory prepayment under Section 4.4(b) be applied first to
the outstanding balance of the Revolving Credit Loans in accordance with Section
2.4(e) (any such election, a "Payment Refusal"); provided further that if
Additional Excess Refused Proceeds remain after the prepayment of the Term Loans
in accordance with this Section 4.4(b)(v) and the prepayment of the Revolving
Credit Loans in accordance with Section 2.4(e), the amount of such Additional
Excess Refused Proceeds shall be reapplied to the pro rata share of any Term
Loan Lenders that have made a Payment Refusal election (which repayment such
Term Loan Lenders may not refuse) and to reduce in inverse order of maturity the
remaining amortization payments of the Term Loans pursuant to Section 4.3. Any
such Term Loan Lender that makes a Payment Refusal shall, no later than 11:00
a.m. (Charlotte time) two (2) Business Days preceding the date specified for any

                                       33

<PAGE>

prepayment of the Loans, notify the Administrative Agent in writing of such
election. Each prepayment under this Section shall be accompanied by any payment
required under Section 5.9.

          (vi)  No Reborrowing. Amounts prepaid pursuant to this Section 4.4 may
not be reborrowed and will constitute a permanent reduction of the Term Loan
Commitment. Each prepayment shall be accompanied by any amount required to be
paid pursuant to Section 5.9 hereof.

     SECTION 4.5   Term Notes. Except as otherwise provided in Section
14.10(a)-(e), each Lender's Term Loan and the obligation of the Borrowers to
repay such Term Loan shall be evidenced by a separate Term Note executed by the
Borrowers payable to the order of such Lender. Each Term Note shall bear
interest on the unpaid principal amount thereof at the applicable interest rate
per annum specified in Section 5.1.

     SECTION 4.6   Optional Increase In Term Loan Commitment.

     (a)  Subject to the conditions set forth below, the Borrowers shall have
the option, exercisable on no more than one (1) occasion following the Closing
Date until the first (1st) anniversary of the Closing Date to incur additional
indebtedness under this Agreement in the form of an increase of the Term Loan
Commitment of up to Fifty Million Dollars ($50,000,000). The Company, on behalf
of the Borrowers, by providing an Increase Notification, may request that
additional Term Loans be made on the applicable Additional Term Loan Effective
Date pursuant to such increase in the Term Loan Commitment (each such additional
Term Loan, an "Additional Term Loan," and collectively, the "Additional Term
Loans").

     (b)  Each Additional Term Loan shall be obtained from existing Lenders, or
from other banks, financial institutions or investment funds that qualify as
Eligible Assignees, in each case in accordance with this Section 4.6.
Participation in any Additional Term Loans shall be offered first to each of the
existing Lenders; provided that each such Lender shall have no obligation to
provide any portion of such Additional Term Loans. If the amount of the
Additional Term Loans requested by the Borrowers shall exceed the commitments
which the existing Lenders are willing to provide with respect to such
Additional Term Loans, then the Borrowers may invite other banks, financial
institutions and investment funds which meet the requirements of an Eligible
Assignee to join this Agreement as Lenders for the portion of such Additional
Term Loans not committed to by existing Lenders (each such other bank, financial
institution or investment fund, a "New Lender" and collectively with the
existing Lenders providing increased Term Loan Commitments, the "Increase
Lenders"). The Administrative Agent is authorized to enter into, on behalf of
the Lenders, any amendment to this Agreement or any other Loan Document as may
be necessary to incorporate the terms of any Additional Term Loan herein or
therein; provided that such amendment shall not modify this Agreement or any
other Loan Document in any manner materially adverse to any Lender and shall
otherwise be in accordance with Section 14.11 hereof.

     (c)  The following terms and conditions shall apply to each Additional Term
Loan: (i) the Additional Term Loans made under this Section 4.6 shall constitute
Obligations of the Borrowers and shall be secured with the other Loans on a pari
passu basis; (ii) any New Lender

                                       34

<PAGE>

making Additional Term Loans shall be entitled to the same voting rights as the
existing Lenders under the Term Loan Facility and the Additional Term Loans
shall receive proceeds of prepayments on the same basis as the Initial Term
Loans (except to the extent otherwise specified in Section 4.3 and Section
4.4(b)(v)); (iii) the Borrowers shall execute such new or replacement Term Loan
Notes as are necessary to reflect the Additional Term Loans under this Section
4.6; (iv) the Administrative Agent and the Lenders shall have received from the
Company, on behalf of the Borrowers, updated financial projections and an
Officer's Compliance Certificate, in each case in form and substance
satisfactory to the Administrative Agent, demonstrating that, after giving
effect to any such Additional Term Loan, the Borrowers will be in pro forma
compliance with the financial covenants set forth in Article X; (v) no Default
or Event of Default shall have occurred and be continuing hereunder as of the
Additional Term Loan Effective Date or after giving effect to the making of any
such Additional Term Loans; (vi) the representations and warranties made by the
Borrowers and contained in this Agreement and the other Loan Documents shall be
true and correct on and as of the Additional Term Loan Effective Date with the
same effect as if made on and as of such date (other than those representations
and warranties that by their terms speak as of a particular date, which
representations and warranties shall be true and correct as of such particular
date); (vii) the amount of such increase in the Term Loan Commitment and any
Additional Term Loans obtained thereunder shall not (A) be less than a minimum
principal amount of $10,000,000, or any whole multiple of $5,000,000 in excess
thereof and (B) shall not cause the Term Loan Commitment to exceed $190,000,000
in the aggregate; (viii) the Borrowers and each Increase Lender shall execute
and deliver to the Administrative Agent, for its acceptance and recording in the
Register, a written agreement acknowledged by the Administrative Agent and each
Borrower, in form and substance reasonably satisfactory to the Administrative
Agent (the "Additional Term Loan Agreement"), and (ix) the Administrative Agent
shall have received any documents or information, including any joinder
agreements, in connection with such increase in the Term Loan Commitment as it
may request in its reasonable discretion.

     (d)  Upon the execution, delivery, acceptance and recording of the
Additional Term Loan Agreement, from and after the applicable Additional Term
Loan Effective Date, each Increase Lender shall have a Term Loan Commitment as
set forth in the Register and all the rights and obligations of a Lender with
such a Term Loan Commitment hereunder. The Increase Lenders shall make the
Additional Term Loans to the Borrower on the Additional Term Loan Effective Date
in an amount equal to each such Increase Lender's commitment as agreed upon
pursuant to subsection (b) above.

     (e)  The Administrative Agent shall maintain a copy of each Additional Term
Loan Agreement delivered to it in accordance with Section 14.10(d).

     (f)  Within five (5) Business Days after receipt of notice, the Borrowers
shall execute and deliver to the Administrative Agent, in exchange for any
surrendered Term Loan Note or Term Loan Notes of any Increase Lender, a new Term
Loan Note or Term Loan Notes, to the order of the applicable Increase Lender in
an amount equal to the Term Loan Commitment of such Increase Lender as set forth
in the Register. Such Term Loan Note or Term Loan Notes shall be in an aggregate
principal amount equal to the aggregate principal amount of such Term Loan
Commitments, shall be dated as of the applicable Additional Term Loan Effective
Date and

                                       35

<PAGE>

shall otherwise be in substantially the form of the existing Term Loan Notes.
Each surrendered Term Loan Note and/or Term Loan Notes shall be canceled and
returned to the Company.

     (g)  The Applicable Margin for the Additional Term Loans shall be
determined on the applicable Additional Term Loan Effective Date. If the
Applicable Margin for such Additional Term Loans at such time exceeds the
Applicable Margin for the Initial Term Loans as set forth in Section 5.1(c),
then the Applicable Margin for all Term Loans shall be increased to be equal to
the Applicable Margin for such Additional Term Loans as determined on the
applicable Additional Term Loan Effective Date. In addition, an amortization
schedule shall be prepared by the Administrative Agent in accordance with the
terms of Section 4.3(b) to provide for the repayment of the applicable
Additional Term Loans.

                                    ARTICLE V

                             GENERAL LOAN PROVISIONS

     SECTION 5.1   Interest.

     (a)  Interest Rate Options.

          (i)   Revolving Credit Loans and Term Loans. Subject to the provisions
of this Section 5.1, at the election of the Company, on behalf of the Borrowers,
the Revolving Credit Loans and the Term Loans shall bear interest at the Base
Rate or the LIBOR Rate plus, in each case, the Applicable Margin as set forth
below. The Company, on behalf of the Borrowers, shall select the rate of
interest and Interest Period, if any, applicable to any Loan at the time a
Notice of Revolving Credit/Swingline Borrowing is given pursuant to Section 2.3
or at the time a Notice of Term Loan Borrowing is given pursuant to Section 4.2
or at the time a Notice of Conversion/Continuation is given pursuant to Section
5.2. Each Loan or portion thereof bearing interest based on the Base Rate
(including, without limitation, each Swingline Loan which bears interest based
on the Base Rate as provided in subsection (a)(ii) below) shall be a "Base Rate
Loan", each Loan or portion thereof bearing interest based on the LIBOR Rate
shall be a "LIBOR Rate Loan." Any Loan or any portion thereof as to which the
Company, on behalf of the Borrowers, has not duly specified an interest rate as
provided herein shall be deemed a Base Rate Loan.

          (ii)  Swingline Loans. Subject to the provisions of this Section 5.1,
at the election of the Company, on behalf of the Borrowers, each Swingline Loan
shall bear interest at the Base Rate plus the Applicable Margin as set forth
below. The Company, on behalf of the Borrowers, shall select the rate of
interest applicable to any Swingline Loan at the time a Notice of Revolving
Credit/Swingline Borrowing is given pursuant to Section 2.3. Any Swingline Loan
or any portion thereof as to which the Company, on behalf of the Borrowers, has
not duly specified an interest rate as provided herein shall be deemed a Base
Rate Loan.

     (b)  Interest Periods. In connection with each LIBOR Rate Loan, the
Company, on behalf of the Borrowers, by giving notice at the times described in
Section 5.1(a), shall elect an interest period (each, an "Interest Period") to
be applicable to such Loan, which Interest Period

                                       36

<PAGE>

shall be a period of one (1), two (2), three (3), or six (6) months with respect
to each LIBOR Rate Loan; provided that:

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

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

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

          (iv)  no Interest Period shall extend beyond the Revolving Credit
Maturity Date or the Term Loan Maturity Date, as applicable, and Interest
Periods shall be selected by the Company, on behalf of the Borrowers, so as to
permit the Borrowers to make quarterly principal installment payments pursuant
to Section 4.3 without the payment of any amounts pursuant to Section 5.9; and

          (v)   there shall be no more than eight (8) Interest Periods in effect
at any time.

     (c)  Applicable Margin.

          (i)   The Applicable Margin provided for in Section 5.1(a) with
respect to the Revolving Credit Loans and the Swingline Loans shall (A) for the
period from the Closing Date to the first Adjustment Date following the Closing
Date equal the percentages set forth in the certificate delivered pursuant to
Section 6.2(e)(ii) and (B) thereafter be determined by reference to the Leverage
Ratio as of the end of the fiscal quarter immediately preceding the delivery of
the financial statements and the accompanying Officer's Compliance Certificate,
as of the closing date of any Permitted Acquisition or as of the date issuance
of any equity securities of any Borrower as follows:

                                       37

<PAGE>

                                   Applicable Margin Per Annum
 Level  Leverage Ratio            Base Rate +       LIBOR Rate +
 -----  ------------------------  ------------------------------

 I      Greater than or equal
        to 2.00 to 1.00              1.50%             2.75%

 II     Less than 2.00 to 1.00
        and greater than or
        equal to 1.50 to 1.00        1.25%             2.50%

 III    Less than 1.50 to 1.00       1.00%             2.25%

          (ii)  The Applicable Margin with respect to the Term Loans shall be
2.00% with respect to Base Rate Loans and 3.00% with respect to LIBOR Rate
Loans.

          (iii) Adjustments, if any, in the Applicable Margin shall be made by
the Administrative Agent on the tenth (10th) Business Day (each an "Adjustment
Date") after receipt by the Administrative Agent of quarterly financial
statements for the Company and its Subsidiaries and the accompanying Officer's
Compliance Certificate setting forth the Leverage Ratio of the Company and its
Subsidiaries as of the most recent fiscal quarter end; provided that adjustments
in the Applicable Margin also shall be made by the Administrative Agent (A) on
the closing date of any Permitted Acquisition following receipt by the
Administrative Agent of evidence of pro forma covenant compliance with each
covenant contained in Article X (as delivered pursuant to Section 11.4(e)
hereof) and (B) on the date of issuance of any equity securities by any
Borrower. Subject to Section 5.1(d), in the event the Company fails to deliver
such financial statements and Officer's Compliance Certificate, evidence of
covenant compliance or notice of issuance of equity securities, as applicable,
within the time required by Sections 8.1, 8.2 and 11.4(e) hereof, the Applicable
Margin shall be the highest Applicable Margin set forth above until the
Adjustment Date following the delivery of such financial statements and
Officer's Compliance Certificate, evidence of covenant compliance or notice of
issuance of equity securities, as applicable.

     (d)  Default Rate. Subject to Section 12.3, at the discretion of the
Administrative Agent or as directed by the Required Lenders, upon the occurrence
and during the continuance of an Event of Default, (i) the Borrowers shall no
longer have the option to request LIBOR Rate Loans or Swingline Loans, (ii) all
outstanding LIBOR Rate Loans shall bear interest at a rate per annum of two
percent (2%) in excess of the rate then applicable to LIBOR Rate Loans until the
end of the applicable Interest Period and thereafter at a rate equal to two
percent (2%) in excess of the rate then applicable to Base Rate Loans, and (iii)
all outstanding Base Rate Loans and other Obligations arising hereunder or under
any other Loan Document shall bear interest at a rate per annum equal to two
percent (2%) in excess of the rate then applicable to Base Rate Loans or such
other Obligations arising hereunder or under any other Loan Document. Interest
shall continue to accrue on the Notes after the filing by or against any
Borrower of any petition seeking any relief in bankruptcy or under any act or
law pertaining to insolvency or debtor relief, whether state, federal or
foreign.

                                       38

<PAGE>

     (e)  Interest Payment and Computation. Interest on each Base Rate Loan
shall be payable in arrears on the last Business Day of each calendar quarter
commencing September 30, 2003; and interest on each LIBOR Rate Loan shall be
payable on the last day of each Interest Period applicable thereto, and if such
Interest Period extends over three (3) months, at the end of each three (3)
month interval during such Interest Period; provided that interest on each
Swingline Loan made while the SweepPlus Program is effective shall be payable in
arrears on the last Business Day of each calendar month. All interest rates,
fees and commissions provided hereunder shall be computed on the basis of a
360-day year and assessed for the actual number of days elapsed; provided, that
interest on Base Rate Loans shall be computed on the basis of a 365/66-day year
and assessed for the actual number of days elapsed.

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

     SECTION 5.2   Notice and Manner of Conversion or Continuation of Loans.
Provided that no Default or Event of Default has occurred and is then
continuing, the Borrowers shall have the option to (a) convert at any time after
the Closing Date all or any portion of any outstanding Base Rate Loans (other
than Swingline Loans) in a principal amount equal to $3,000,000 or any whole
multiple of $500,000 in excess thereof into one or more LIBOR Rate Loans and (b)
upon the expiration of any Interest Period, (i) convert all or any part of its
outstanding LIBOR Rate Loans in a principal amount equal to $500,000 or a whole
multiple of $50,000 in excess thereof into Base Rate Loans or (ii) continue such
LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrowers desire to convert
or continue Loans as provided above, the Company, on behalf of the Borrowers,
shall give the Administrative Agent irrevocable prior written notice in the form
attached as Exhibit E (a "Notice of Conversion/Continuation") not later than
11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a
proposed conversion or continuation of such Loan is to be effective specifying
(A) the Loans to be converted or continued, and, in the case of any LIBOR Rate
Loan to be converted or continued, the last day of the Interest Period therefor,
(B) the effective date of such conversion or continuation (which shall be a
Business Day), (C) the principal amount of such Loans to be converted or
continued, and (D) the Interest Period to be applicable to such converted or
continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the
Lenders of such Notice of Conversion/Continuation.

                                       39

<PAGE>

     SECTION 5.3   Fees.

     (a)  Revolving Credit Commitment Fee. Commencing on the Closing Date, the
Borrowers shall pay to the Administrative Agent, for the account of the Lenders,
a non-refundable commitment fee at a rate per annum equal to the applicable rate
set forth below (the "Commitment Fee Rate") on the average daily unused portion
of the Revolving Credit Facility; provided that the amount of outstanding
Swingline Loans shall not be considered usage of the Revolving Credit Commitment
for the purpose of calculating such commitment fee. The commitment fee shall be
payable in arrears on the last Business Day of each calendar quarter during the
term of this Agreement commencing September 30, 2003, and on the Revolving
Credit Maturity Date. Such commitment fee shall be distributed by the
Administrative Agent to the Lenders pro rata in accordance with the Lenders'
respective Revolving Credit Commitment Percentages.

   Average Daily Unused Portion
  of the Revolving Credit Facility    Commitment
for the applicable calendar quarter    Fee Rate
-----------------------------------   ----------
Less than or equal to 33% of the
 total amount of the Revolving
 Credit Facility                            0.75%

Greater than 33% of the total
 amount of the Revolving
 Credit Facility                            0.50%

     (b)  Underwriting Fees. The Borrowers shall pay to Wachovia, for its
account, on the Closing Date the underwriting fee as set forth in the Fee
Letter.

     (c)  Administrative Agent's and Other Fees. The Borrowers agree to pay to
the Administrative Agent, for its account, the annual administrative fee set
forth in the Fee Letter and each other fee set forth in the Fee Letter.

     SECTION 5.4   Manner of Payment.

     (a)  Each payment by the Borrowers on account of the principal of or
interest on the Revolving Credit Loans or of any fee, commission or other
amounts (including the Reimbursement Obligation) payable to the Lenders under
this Agreement with respect to the Revolving Credit Loans, the Swingline Loans,
the Letters of Credit, any Revolving Credit Note or the Swingline Note shall be
made not later than 1:00 p.m. (Charlotte time) on the date specified for payment
under this Agreement to the Administrative Agent at the Administrative Agent's
Office for the account of the Lenders (other than as set forth below) pro rata
in accordance with their respective Revolving Credit Commitment Percentages
(except as specified below), in Dollars, in immediately available funds and
shall be made without any set-off, counterclaim or deduction whatsoever, (b)
each payment by the Borrowers on account of the principal of or interest on the
Term Loans or of any fee, commission or other amounts payable to

                                       40

<PAGE>

the Lenders under this Agreement with respect to the Term Loans or any Term Note
shall be made in like manner, except for the account of the Lenders pro rata in
accordance with their respective Term Loan Percentages and (c) any other amounts
payable to the Lenders under this Agreement shall be made in like manner, except
for the account of the Lenders pro rata based on their respective share in the
Obligation with respect to which such payment was received. Any payment received
after such time but before 2:00 p.m. (Charlotte time) on such day shall be
deemed a payment on such date for the purposes of Section 12.1, but for all
other purposes shall be deemed to have been made on the next succeeding Business
Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed to
have been made on the next succeeding Business Day for all purposes. Upon
receipt by the Administrative Agent of each such payment, the Administrative
Agent shall distribute to each Lender at its address for notices set forth
herein its pro rata share of such payment in accordance with such Lender's
Revolving Credit Commitment Percentage, or Term Loan Percentage, as applicable,
(except as specified below) and shall wire advice of the amount of such credit
to each Lender. Each payment to the Administrative Agent of the Issuing Lenders'
fees or L/C Participants' commissions payable pursuant to Section 3.3(a) shall
be made in like manner, but for the account of the applicable Issuing Lender or
the L/C Participants, as the case may be. Each payment to the Administrative
Agent of Administrative Agent's fees or expenses shall be made for the account
of the Administrative Agent. Each payment to the Administrative Agent with
respect to the Swingline Note (including, without limitation, the Swingline
Lender's fees or expenses) shall be made for the account of the Swingline
Lender. Any amount payable to any Lender under Sections 5.8, 5.9, 5.10, 5.11 or
14.2 shall be paid to the Administrative Agent for the account of the applicable
Lender. Subject to Section 5.1(b)(ii), if any payment under this Agreement or
any Note shall be specified to be made upon a day which is not a Business Day,
it shall be made on the next succeeding day which is a Business Day and such
extension of time shall in such case be included in computing any interest if
payable along with such payment.

     SECTION 5.5   Crediting of Payments and Proceeds. In the event that the
Borrowers shall fail to pay any of the Obligations when due and the Obligations
have been accelerated pursuant to Section 12.2, all payments received by the
Lenders upon the Notes and the other Obligations and all net proceeds from the
enforcement of the Obligations shall be applied first to all expenses then due
and payable by the Borrowers hereunder and under the other Loan Documents, then
to all indemnity obligations then due and payable by the Borrowers hereunder and
under the Loan Documents, then to all of the Administrative Agent's, the Issuing
Lenders' fees then due and payable, then to all commitment and other fees and
commissions then due and payable, then to accrued and unpaid interest on the
Notes, the Reimbursement Obligation and Hedging Obligations (including any
termination payments and any accrued and unpaid interest thereon) (pro rata in
accordance with all such amounts due), then to the principal amount of the Notes
and the Reimbursement Obligation (pro rata in accordance with all such amounts
due), then to the cash collateral account described in Section 12.2(b) hereof to
the extent of any L/C Obligations then outstanding, and then to the ratable
payment of any other outstanding Obligations, in that order.

     SECTION 5.6   Adjustments. If any Lender (a "Benefited Lender") shall at
any time receive any payment of all or part of the Obligations owing to it, or
interest thereon, or if any Lender shall at any time receive any collateral in
respect to the Obligations owing to it

                                       41

<PAGE>

(whether voluntarily or involuntarily, by set-off or otherwise), in a greater
proportion than the pro rata distribution to the extent required by Section 5.4,
such Benefited Lender shall purchase for cash from the other Lenders such
portion of each such other Lender's Extensions of Credit or other Obligations,
or shall provide such other Lenders with the benefits of any such collateral, or
the proceeds thereof, as shall be necessary to cause such Benefited Lender to
share the excess payment or benefits of such collateral or proceeds ratably with
each of the Lenders; provided, that if all or any portion of such excess payment
or benefits is thereafter recovered from such Benefited Lender, such purchase
shall be rescinded, and the purchase price and benefits returned to the extent
of such recovery, but without interest. The Borrowers agree that each Lender so
purchasing a portion of another Lender's Extensions of Credit or other
Obligations may exercise all rights of payment (including, without limitation,
rights of set-off) with respect to such portion as fully as if such Lender were
the direct holder of such portion.

     SECTION 5.7   Nature of Obligations of Lenders Regarding Extensions of
Credit; Assumption by the Administrative Agent. The obligations of the Lenders
under this Agreement to make the Loans and issue or participate in Letters of
Credit are several and are not joint or joint and several. Unless the
Administrative Agent shall have received notice from a Lender prior to a
proposed borrowing date that such Lender will not make available to the
Administrative Agent such Lender's ratable portion of the amount to be borrowed
on such date (which notice shall not release such Lender of its obligations
hereunder), the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the proposed borrowing date in
accordance with Sections 2.3(b) and 4.2 and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrowers on such date a
corresponding amount. If such amount is made available to the Administrative
Agent on a date after such borrowing date, such Lender shall pay to the
Administrative Agent on demand an amount, until paid, equal to the product of
(a) the amount not made available by such Lender in accordance with the terms
hereof, times (b) the daily average Federal Funds Rate during such period as
determined by the Administrative Agent, times (c) a fraction the numerator of
which is the number of days that elapse from and including such borrowing date
to the date on which such amount not made available by such Lender in accordance
with the terms hereof shall have become immediately available to the
Administrative Agent and the denominator of which is 360. A certificate of the
Administrative Agent with respect to any amounts owing under this Section 5.7
shall be conclusive, absent manifest error. If such Lender's ratable portion of
such borrowing is not made available to the Administrative Agent by such Lender
within three (3) Business Days after such borrowing date, the Administrative
Agent shall be entitled to recover such amount made available by the
Administrative Agent with interest thereon at the rate per annum applicable to
Base Rate Loans hereunder, on demand, from the Borrowers. The failure of any
Lender to make its ratable portion of any Loan available shall not relieve it or
any other Lender of its obligation, if any, hereunder to make its ratable
portion of such Loan available on such borrowing date, but no Lender shall be
responsible for the failure of any other Lender to make its ratable portion of
such Loan available on the borrowing date. Notwithstanding anything set forth
herein to the contrary, any Lender that fails to make available its ratable
portion of any Loan shall not (a) have any voting or consent rights under or
with respect to any Loan Documents or (b) constitute a "Lender" (or be included
in the calculation of Required Lenders hereunder) for any voting or consent
rights under or with respect to any Loan Document.

                                       42

<PAGE>

     SECTION 5.8   Changed Circumstances.

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

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

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

          (i)   shall subject any of the Lenders (or any of their respective
Lending Offices) to any tax, duty or other charge with respect to any Note,
Letter of Credit or Application or shall change the basis of taxation of
payments to any of the Lenders (or any of their respective

                                       43

<PAGE>

Lending Offices) of the principal of or interest on any Note, Letter of Credit
or Application or any other amounts due under this Agreement in respect thereof
(except for changes in the rate of tax on the overall net income of any of the
Lenders or any of their respective Lending Offices imposed by the jurisdiction
in which such Lender is organized or is or should be qualified to do business or
such Lending Office is located); or

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

and the result of any of the foregoing is to increase the costs to any of the
Lenders of maintaining any LIBOR Rate Loan or issuing or participating in
Letters of Credit or to reduce the yield or amount of any sum received or
receivable by any of the Lenders under this Agreement or under the Notes in
respect of a LIBOR Rate Loan or Letter of Credit or Application, then such
Lender shall promptly notify the Administrative Agent, and the Administrative
Agent shall promptly notify the Borrowers of such fact and demand compensation
therefor and, within fifteen (15) days after such notice by the Administrative
Agent, the Borrowers shall pay to such Lender such additional amount or amounts
as will compensate such Lender or Lenders for such increased cost or reduction.
The Administrative Agent will promptly notify the Borrowers of any event of
which it has knowledge which will entitle such Lender to compensation pursuant
to this Section 5.8(c); provided, that the Administrative Agent shall incur no
liability whatsoever to the Lenders or the Borrowers in the event it fails to do
so. The amount of such compensation shall be determined, in the applicable
Lender's sole discretion, based upon the assumption that such Lender funded its
ratable portion of the LIBOR Rate Loans in the London interbank or domestic
certificate of deposit market, as applicable, and using any reasonable
attribution or averaging methods which such Lender deems appropriate and
practical. A certificate of such Lender setting forth the basis for determining
such amount or amounts necessary to compensate such Lender shall be forwarded to
the Borrowers through the Administrative Agent and shall be conclusively
presumed to be correct save for manifest error.

     SECTION 5.9   Indemnity. The Borrowers hereby indemnify each of the
Lenders against any loss or expense which may arise or be attributable to each
Lender's obtaining, liquidating or employing deposits or other funds acquired to
effect, fund or maintain any Loan (a) as a consequence of any failure by the
Borrowers to make any payment when due of any amount due hereunder in connection
with a LIBOR Rate Loan, (b) due to any failure of the Borrowers to borrow,
continue or convert on a date specified therefor in a Notice of Revolving
Credit/Swingline Borrowing, Notice of Term Loan Borrowing or Notice of
Conversion/ Continuation or (c) due to any payment, prepayment or conversion of
any LIBOR Rate Loan on a date other than the last day of the Interest Period
therefor. The amount of such loss or expense shall be determined, in the
applicable Lender's sole discretion, based upon the assumption that such Lender
funded its ratable portion of the LIBOR Rate Loans in the London interbank or
domestic certificate of deposit market, as applicable, and using any reasonable
attribution or averaging methods which such Lender deems appropriate and
practical. A certificate of such

                                       44

<PAGE>

Lender setting forth the basis for determining such amount or amounts necessary
to compensate such Lender shall be forwarded to the Borrowers through the
Administrative Agent and shall be conclusively presumed to be correct save for
manifest error.

     SECTION 5.10  Capital Requirements. If either (a) the introduction of,
or any change in, or in the interpretation of, any Applicable Law or (b)
compliance with any guideline or request from any central bank or comparable
agency or other Governmental Authority (whether or not having the force of law),
has or would have the effect of reducing the rate of return on the capital of,
or has affected or would affect the amount of capital required to be maintained
by, any Lender or any corporation controlling such Lender as a consequence of,
or with reference to the Commitments and other commitments of this type, below
the rate which the Lender or such other corporation could have achieved but for
such introduction, change or compliance, then within five (5) Business Days
after written demand by any such Lender, the Borrowers shall pay to such Lender
from time to time as specified by such Lender additional amounts sufficient to
compensate such Lender or other corporation for such reduction. A certificate as
to such amounts submitted to the Borrowers and the Administrative Agent by such
Lender, shall, in the absence of manifest error, be presumed to be correct and
binding for all purposes.

     SECTION 5.11  Taxes.

     (a)  Payments Free and Clear. Except as otherwise provided in Section
5.11(e), any and all payments by the Borrowers hereunder or under the Notes or
the Letters of Credit shall be made free and clear of and without deduction for
any and all present or future taxes, levies, imposts, deductions, charges or
withholding, and all liabilities with respect thereto excluding, (i) in the case
of each Lender and the Administrative Agent, income and franchise taxes imposed
by the jurisdiction under the laws of which such Lender or the Administrative
Agent (as the case may be) is organized or is or should be qualified to do
business or any political subdivision thereof and (ii) in the case of each
Lender, income and franchise taxes imposed by the jurisdiction of such Lender's
Lending Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the Borrowers shall be required by law
to deduct or withhold any Taxes from or in respect of any sum payable hereunder
or under any Note or in respect of any Letter of Credit to any Lender or the
Administrative Agent, (A) except as otherwise provided in Section 5.11(e), the
sum payable shall be increased as may be necessary so that after making all
required deductions or withholdings (including deductions or withholdings
applicable to additional sums payable under this Section 5.11) such Lender or
the Administrative Agent (as the case may be) receives an amount equal to the
amount such party would have received had no such deductions or withholdings
been made, (B) the Borrowers shall make such deductions or withholdings, (C) the
Borrowers shall pay the full amount deducted to the relevant taxing authority or
other authority in accordance with Applicable Law, and (D) the Borrowers shall
deliver to the Administrative Agent and such Lender evidence of such payment to
the relevant taxing authority or other Governmental Authority in the manner
provided in Section 5.11(d).

                                       45

<PAGE>

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

     (c)  Indemnity. Except as otherwise provided in Section 5.11(e), the
Borrowers shall indemnify each Lender and the Administrative Agent for the full
amount of Taxes and Other Taxes (including, without limitation, any Taxes and
Other Taxes imposed by any jurisdiction on amounts payable under this Section
5.11) paid by such Lender or the Administrative Agent (as the case may be) and
any liability (including penalties, interest and expenses) arising therefrom or
with respect thereto, whether or not such Taxes or Other Taxes were correctly or
legally asserted. Such indemnification shall be made within thirty (30) days
from the date such Lender or the Administrative Agent (as the case may be) makes
written demand therefor.

     (d)  Evidence of Payment. Within thirty (30) days after the date of any
payment of Taxes or Other Taxes, the Borrowers shall furnish to the
Administrative Agent and the applicable Lender, at its address referred to in
Section 14.1, the original or a certified copy of a receipt evidencing payment
thereof or other evidence of payment satisfactory to the Administrative Agent.

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

                                       46

<PAGE>

anything in any Loan Document to the contrary, the Borrowers shall not be
required to pay additional amounts to any Lender or the Administrative Agent
under Section 5.11, (i) if such Lender or the Administrative Agent fails to
comply with the requirements of this Section 5.11(e), other than to the extent
that such failure is due to a change in law occurring after the date on which
such Lender or the Administrative Agent became a party to this Agreement or (ii)
that are the result of such Lender's or the Administrative Agent's gross
negligence or willful misconduct, as applicable.

     (f)  Survival. Without prejudice to the survival of any other agreement of
the Borrowers hereunder, the agreements and obligations of the Borrowers
contained in this Section 5.11 shall survive the payment in full of the
Obligations and the termination of the Commitments.

     SECTION 5.12  Use of Proceeds. Except as otherwise permitted pursuant to
Section 11.7(d) hereof, the Borrowers shall use the proceeds of the Extensions
of Credit (a) to refinance the obligations under the Existing Credit Agreement
as set forth herein, (b) to redeem the Existing Subordinated Notes (including
any interest and prepayment premiums due thereon) and (c) for working capital
and general corporate requirements of the Borrowers and their Subsidiaries,
including Permitted Acquisitions and the payment of certain fees and expenses
incurred in connection with the transactions contemplated hereby.

     SECTION 5.13  Security.
                     --------

     (a)  The Obligations of the Borrowers shall be secured by the Collateral
described in the Security Documents.

     (b)  Each Borrower hereby (i) reaffirms all of its respective covenants,
representations, warranties and other obligations set forth in each Security
Document executed prior to the Closing Date in connection with the Existing
Credit Agreement (including, without limitation, the Pledge Agreement and the
Security Agreement) and (ii) acknowledges, represents and agrees that such
covenants, representations, warranties and other obligations remain in full
force and effect and secure the Obligations hereunder.

                                   ARTICLE VI

                  CLOSING; CONDITIONS OF CLOSING AND BORROWING
                  --------------------------------------------

     SECTION 6.1   Closing. The closing shall take place at the offices of
Kennedy, Covington, Lobdell & Hickman, L.L.P. at 10:00 a.m. on June 25, 2003 or
on such other date as the parties hereto shall mutually agree.

     SECTION 6.2   Conditions to Closing and Initial Extensions of Credit. The
obligation of the Lenders to close this Agreement and to make the initial Loan,
issue the initial Letter of Credit is subject to the satisfaction of each of the
following conditions:

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<PAGE>

     (a)  Executed Loan Documents. The following Loan Documents in form and
substance reasonably  satisfactory to the Administrative
Agent and each Lender:

          (i)   this Agreement;

          (ii)  the Revolving Credit Notes;

          (iii) the Term Notes;

          (iv)  the Swingline Note; and

          (v)   any other applicable Loan Documents

shall have been duly authorized, executed and delivered to the Administrative
Agent by the parties thereto, shall be in full force and effect and no Default
or Event of Default shall exist thereunder, and the Borrowers shall have
delivered original counterparts thereof to the Administrative Agent (including,
without limitation, an affidavit that such documents have been executed and
delivered outside of the State of Florida).

     (b)  Closing Certificates; etc.

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

          (ii)  Certificate of Secretary of each Borrower. The
Administrative Agent shall have received a certificate of the secretary or
assistant secretary of each Borrower certifying as to the incumbency and
genuineness of the signature of each officer of such Borrower executing Loan
Documents to which it is a party and certifying that attached thereto is a (A)
true and complete copy of the articles of incorporation of such Borrower and all
amendments thereto, certified as of a recent date by the appropriate
Governmental Authority in its jurisdiction of incorporation, (B) a true and
complete copy of the bylaws of such Borrower as in effect on the date of such
certifications, (C) that attached thereto is a true and complete copy of
resolutions duly adopted by the Board of Directors of such Borrower authorizing
the borrowings contemplated hereunder and the execution, delivery and
performance of this Agreement and the other Loan Documents to which it is a
party, and (D) a true and complete copy of each certificate required to be
delivered pursuant to Section 6.2(b)(iii);

          (iii) Certificates of Good Standing. The Administrative Agent
shall have received long-form certificates as of a recent date of the good
standing of each Borrower under

                                       48

<PAGE>

the laws of its jurisdiction of organization and the laws of the jurisdiction
where its principal place of business is located.

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

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

     (c)  Collateral.

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

          (ii)  Pledged Collateral. The Administrative Agent shall have
received (A) original stock certificates or other certificates evidencing the
capital stock or other ownership interests pledged pursuant to the Pledge
Agreement, together with an undated stock or other power for each such
certificate duly executed in blank by the registered owner thereof, and, as
applicable, executed acknowledgements and consents, authorizations statements
and transactions statements and (B) each original promissory note pledged
pursuant to the Security Agreement, together with an undated transfer
instruments executed in blank by the registered owner thereof.

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

          (iv)  Hazard and Liability Insurance. The Administrative Agent
shall have received certificates of insurance, evidence of payment of all
insurance premiums for the current policy year of each, and, if requested by the
Administrative Agent, copies (certified by a Responsible Officer of the Company)
of insurance policies in the form required under Section 9.3 and the Security
Documents and otherwise in form and substance reasonably satisfactory to the
Administrative Agent.

                                       49

<PAGE>

     (d)  Consents; Defaults.

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

          (ii)  Permits and Licenses. All permits and licenses, including
permits and licenses under Applicable Laws, the absence of which would have a
Material Adverse Effect on the current conduct of business of the Borrowers and
their Subsidiaries, shall have been obtained.

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

          (iv)  No Material Adverse Change. There shall not have occurred
any material adverse change in the condition (financial or otherwise),
operations, properties, business or prospects of the Borrowers and their
Subsidiaries or any event or condition that has had or could reasonably be
expected to have a Material Adverse Effect.

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

     (e)  Financial Matters.

          (i)   Financial Statements. The Administrative Agent shall have
received the unaudited Consolidated financial statements of the Company and its
Subsidiaries as of December 31, 2002, in form and substance satisfactory to the
Administrative Agent and prepared in accordance with GAAP.

          (ii)  Financial Condition Certificate. The Company, on behalf
of the Borrowers, shall have delivered to the Administrative Agent a
certificate, in form and substance satisfactory to the Administrative Agent, and
certified as accurate by a Responsible Officer of the Company, that (A) each
Borrower and each of its Subsidiaries are each Solvent, (B) the payables of each
Borrower are current and not past due in the ordinary course of business, (C)
attached thereto are calculations evidencing compliance on a pro forma basis
with the covenants contained in Article X hereof, (D) attached thereto are the
financial projections previously delivered to the Administrative Agent
representing the good faith opinions of the Company and senior management
thereof as to the projected results contained therein and (E) attached thereto
is a calculation of the Applicable Margin and the Commitment Fee Rate pursuant
to Sections 5.1(c) and 5.3(a).

                                       50

<PAGE>

          (iii) Payment at Closing; Fee Letter. The Borrowers shall have
paid to the Administrative Agent and the Lenders the fees set forth or
referenced in Section 5.3 and any other accrued and unpaid fees or commissions
due hereunder (including, without limitation, legal fees and expenses), and to
any other Person such amount as may be due thereto in connection with the
transactions contemplated hereby, including all taxes, fees and other charges in
connection with the execution, delivery, recording, filing and registration of
any of the Loan Documents. The Administrative Agent shall have received duly
authorized and executed copies of the Fee Letter.

     (f)  Miscellaneous.

          (i)   Notices of Borrowing. The Administrative Agent shall have
received a Notice of Revolving Credit/Swingline Borrowing from the Company, on
behalf of the Borrowers, in accordance with Section 2.3(a) and a Notice of Term
Loan Borrowing from the Company, on behalf of the Borrowers, in accordance with
Section 4.2, and a Notice of Account Designation from the Company, on behalf of
the Borrowers, specifying the account or accounts to which the proceeds of any
Loans made after the Closing Date are to be disbursed.

          (ii)  Proceedings and Documents. All opinions, certificates and
other instruments and all proceedings in connection with the transactions
contemplated by this Agreement shall be satisfactory in form and substance to
the Administrative Agent. The Administrative Agent shall have received copies of
all other instruments and other evidence as the Administrative Agent may
reasonably request, in form and substance satisfactory to the Administrative
Agent, with respect to the transactions contemplated by this Agreement and the
taking of all actions in connection therewith.

          (iii) Due Diligence and Other Documents. The Borrowers shall
have delivered to the Administrative Agent such other documents, certificates
and opinions as the Administrative Agent reasonably requests, including, without
limitation, copies of each document evidencing or governing the Subordinated
Debt to the extent requested thereby, certified by Responsible Officer of the
Company as a true and correct copy thereof.

     (g)  Refinancing of the Existing Extensions of Credit. On the Closing Date,
(i) all outstanding loans under the Existing Credit Agreement (the "Existing
Loans") made by any Existing Lender who is not a Lender hereunder shall be
repaid in full and the commitments and other obligations and rights (except as
expressly set forth in the Existing Credit Agreement) of such Existing Lender
shall be terminated, (ii) all outstanding Existing Loans not being repaid under
clause (i) above shall be deemed Revolving Credit Loans or Term Loans, as
applicable, hereunder and the Administrative Agent shall make such transfers of
funds as are necessary in order that the outstanding balance of such Revolving
Credit Loans or Term Loans, as applicable, together with any Revolving Credit
Loans and any Term Loans funded on the Closing Date, are in accordance with the
Revolving Credit Commitment Percentage or Term Loan Percentage, as applicable,
of the Lenders hereunder, (iii) there shall have been paid in cash in full all
accrued but unpaid interest due on the Existing Loans to the Closing Date, (iv)
there shall have been paid in cash in full all accrued but unpaid fees under the
Existing Credit Agreement due to the Closing Date and all other amounts, costs
and expenses then owing to any of the Existing

                                       51

<PAGE>

Lenders and/or Wachovia, as administrative agent under the Existing Credit
Agreement, (v) all outstanding Letters of Credit under the Existing Credit
Agreement shall be Letters of Credit hereunder and (vi) all outstanding
promissory notes issued by the Borrowers to the Existing Lenders under the
Existing Credit Agreement shall be deemed canceled and the originally executed
copies thereof shall be promptly returned to the Administrative Agent who shall
forward such notes to the Company, on behalf of the Borrowers.

     SECTION 6.3   Conditions to All Loans and Letters of Credit. The
obligations of the Lenders to make any Loan or convert or continue any Loan, the
Issuing Lenders to issue or extend any Letter of Credit is subject to the
satisfaction of the following conditions precedent on the relevant borrowing,
conversion, continuation or issue date, as applicable:

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

     (b)  No Existing Default. No Default or Event of Default shall have
occurred and be continuing (i) on the borrowing date with respect to such Loan
or after giving effect to the Loans to be made on such date or (ii) on the issue
date with respect to such Letter of Credit or after giving effect to the
issuance of such Letters of Credit on such date.

     (c)  Officer's Compliance Certificate; Additional Documents. The
Administrative Agent shall have received the current Officer's Compliance
Certificate and each additional document, instrument, legal opinion or other
item of information reasonably requested by it.

     (d)  Loans In Connection With Permitted Acquisitions. The Borrowers shall
comply with the following requirements in connection with any Loan made to a
Borrower to finance a Permitted Acquisition: (i) such Loan shall be a Revolving
Credit Loan or Term Loan (if within the permitted time period provided in
Section 4.6) made on the closing date of such Permitted Acquisition and (ii) the
Borrowers shall have complied with each applicable terms and conditions
contained in Sections 6.3, 9.12, 9.13, 9.14 and 11.4 in connection with such
Permitted Acquisition; provided that the Administrative Agent, the Lenders and
the Borrowers agree that any such Loan may be made to the applicable Borrower no
earlier than three (3) Business Days prior to the closing date of such Permitted
Acquisition if (i) the proceeds of such Loan are deposited into a deposit
account of the applicable Borrower (or the proceeds of such Loan are advanced to
a Wholly-Owned Subsidiary of a Borrower created solely for the purpose of
consummating such Permitted Acquisition and deposited into a deposit account of
such Wholly-Owned Subsidiary) which is maintained with a financial institution
reasonably acceptable to the Administrative Agent and (ii) such financial
institution shall have entered into an escrow arrangement, in form and substance
satisfactory to the Administrative Agent, pursuant to which such financial
institution shall retain control of the proceeds of such Loan until (A) all
conditions in the applicable acquisition documents necessary for the Permitted
Acquisition to close have been satisfied to the reasonable satisfaction of the
Administrative Agent and (B) the Borrowers shall have complied with each
applicable terms and conditions contained in Sections 6.3, 9.12,

                                       52

<PAGE>

9.13, 9.14 and 11.4 in connection with such Permitted Acquisition; provided
further that the Borrowers agree (and such financial institution shall agree
pursuant to such escrow agreement) that the proceeds of the Loan deposited in
such deposit account shall be immediately applied to repay such Loan if the
conditions (ii)(A) and (ii)(B) have not been satisfied within such three (3)
Business Day period.

     SECTION 6.4   Post-Closing Condition Regarding Alternative Office
Solutions, Inc. Notwithstanding anything contained in Section 9.12 to the
contrary, the Company shall cause Alternative Office Solutions, Inc., a
Subsidiary of the Company, to either (a) execute all documents required to be
executed pursuant to Section 9.12 or (b) merge into a Borrower, in either case
no later than December 15, 2003.

                                   ARTICLE VII

                 REPRESENTATIONS AND WARRANTIES OF THE BORROWERS

     SECTION 7.1   Representations and Warranties. To induce the
Administrative Agent and the Lenders to enter into this Agreement and to induce
the Lenders to make the Loans or issue or participate in the Letters of Credit,
each Borrower hereby represents and warrants to the Administrative Agent and the
Lenders both before and after giving effect to the transactions contemplated
hereunder that:

     (a)  Organization; Power; Qualification. Each Borrower and each Subsidiary
thereof is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or formation, has the power and
authority to own its properties and to carry on its business as now being and
hereafter proposed to be conducted and is duly qualified and authorized to do
business in each jurisdiction in which the character of its properties or the
nature of its business requires such qualification and authorization, except
where the failure to be so qualified and authorized would not be reasonably
expected to have a Material Adverse Effect. The jurisdictions in which each
Borrower and each Subsidiary thereof is organized and qualified to do business
as of the Closing Date are described on Schedule 7.1(a).

     (b)  Ownership. Each Subsidiary of each Borrower as of the Closing Date is
listed on Schedule 7.1(b). As of the Closing Date, the capitalization of each
Borrower and each Subsidiary thereof consists of the number of shares or other
ownership interests, authorized, issued and outstanding, of such classes and
series, with or without par value, described on Schedule 7.1(b). All outstanding
shares or other ownership interests have been duly authorized and validly issued
and are fully paid and nonassessable with no personal liability attaching to the
ownership thereof, and not subject to any preemptive or similar rights. The
shareholders or other owners of each Subsidiary of each Borrower and the number
of shares or other ownership interests owned by each as of the Closing Date are
described on Schedule 7.1(b). As of the Closing Date, there are no outstanding
stock purchase warrants, subscriptions, options, securities, instruments or
other rights of any type or nature whatsoever, which are convertible into,
exchangeable for or otherwise provide for or permit the issuance of capital
stock or other

                                       53

<PAGE>

ownership interests of any Borrower or any Subsidiary thereof, except as
described on Schedule 7.1(b).

     (c)  Authorization of Agreement, Loan Documents and Borrowing. Each
Borrower and each Subsidiary thereof has the right, power and authority and has
taken all necessary corporate and other action to authorize the execution,
delivery and performance of this Agreement and each of the other Loan Documents
to which it is a party in accordance with their respective terms. This Agreement
and each of the other Loan Documents have been duly executed and delivered by
the duly authorized officers of each Borrower and each Subsidiary thereof party
thereto, and each such document constitutes the legal, valid and binding
obligation of each Borrower and each Subsidiary thereof party thereto,
enforceable in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar state
or federal debtor relief laws from time to time in effect which affect the
enforcement of creditors' rights in general and the availability of equitable
remedies.

     (d)  Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc.
The execution, delivery and performance by each Borrower and each Subsidiary
thereof of the Loan Documents to which each such Person is a party, in
accordance with their respective terms, the Extensions of Credit hereunder and
the transactions contemplated hereby do not and will not, by the passage of
time, the giving of notice or otherwise, (i) require any material Governmental
Approval or violate any material Applicable Law relating to any Borrower or any
Subsidiary thereof, (ii) conflict with, result in a breach of or constitute a
default under the articles of incorporation, bylaws or other organizational
documents of any Borrower or any Subsidiary thereof or any material indenture,
agreement or other instrument to which such Person is a party or by which any of
its properties may be bound or any Governmental Approval relating to such
Person, or (iii) result in or require the creation or imposition of any Lien
upon or with respect to any property now owned or hereafter acquired by such
Person other than Liens arising under the Loan Documents.

     (e)  Compliance with Law; Governmental Approvals. Each Borrower and each
Subsidiary thereof (i) has all material Governmental Approvals required by any
Applicable Law for it to conduct its business, each of which is in full force
and effect, is final and not subject to review on appeal and is not the subject
of any pending or, to the best of its knowledge, threatened attack by direct or
collateral proceeding, and (ii) is in compliance with each Governmental Approval
applicable to it and in compliance with all other Applicable Laws relating to it
or any of its respective properties, except where the failure to be in
compliance with any such Governmental Approval or Applicable Law would not be
reasonably expected to have a Material Adverse Effect.

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

                                       54

<PAGE>

Subsidiaries, except as could not reasonably be expected to have a Material
Adverse Effect. Except as set forth on Schedule 7.1(u), no Governmental
Authority has asserted any Lien or other claim against any Borrower or any
Subsidiary thereof with respect to unpaid taxes which has not been discharged or
resolved, except unpaid taxes which are being contested in good faith by
appropriate proceedings diligently conducted and for which adequate reserves
have been provided in accordance with GAAP. The charges, accruals and reserves
on the books of each Borrower and each Subsidiary thereof in respect of federal,
state, local and other taxes for all Fiscal Years and portions thereof since the
organization of each such Borrower and each such Subsidiary thereof are in the
judgment of each such Borrower adequate, and each such Borrower does not
anticipate any additional material taxes or material assessments for any of such
years. The Borrowers do not intend to treat the Loans and/or Letters of Credit
as being a "reportable transaction" (within the meaning of Treasury Regulation
Section 1.6011-4). In the event that any Borrower determines to take any action
inconsistent with such intention, it will promptly notify the Administrative
Agent thereof. If any Borrower so notifies the Administrative Agent, the
Borrowers acknowledge that one or more of the Lenders may treat its Loans and/or
Letters of Credit as part of a transaction that is subject to Treasury
Regulation Section 1.6011-4 or Section 301.6112-1, and the Administrative Agent
and such Lender or Lenders, as applicable, may file such forms or maintain such
lists and other records as they may determine is required by such Treasury
Regulations.

     (g)  Intellectual Property Matters. Each Borrower and each Subsidiary
thereof owns or possesses rights to use all franchises, licenses, copyrights,
copyright applications, patents, patent rights or licenses, patent applications,
trademarks, trademark rights, service marks, service mark rights, trade names,
trade name rights, copyrights and rights with respect to the foregoing which are
material and required to conduct its business, except for those, the failure of
which to own or possess, could not reasonably be expected to have a Material
Adverse Effect. No event has occurred which permits, or after notice or lapse of
time or both would permit, the revocation or termination of any such rights,
and, to each Borrower's knowledge, no Borrower nor any Subsidiary thereof is
liable to any Person for infringement under Applicable Law with respect to any
such rights as a result of its business operations, in each case which could
reasonably be expected to have a Material Adverse Effect.

     (h)  Environmental Matters.

          (i)   The properties of each Borrower and each Subsidiary
thereof do not contain, and to their knowledge have not previously contained,
any Hazardous Materials in amounts or concentrations which (A) constitute or
constituted a violation of applicable Environmental Laws or (B) could give rise
to liability under applicable Environmental Laws;

          (ii)  Such properties and all operations conducted in
connection therewith are in compliance, and have been in compliance, in each
case in all material respects, with all applicable Environmental Laws, and there
is no contamination at, under or about such properties or such operations which
could interfere with the continued operation of such properties or impair the
fair saleable value thereof;

                                       55

<PAGE>

          (iii) No Borrower nor any Subsidiary thereof has received any
notice of violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or compliance with Environmental Laws
with regard to any of their properties or the operations conducted in connection
therewith, nor does any Borrower or any Subsidiary thereof have knowledge or
reason to believe that any such notice will be received or is being threatened;

          (iv)  Hazardous Materials have not been transported or disposed
of to or from the properties of any Borrower or any Subsidiary thereof in
violation of, or in a manner or to a location which could give rise to liability
under, Environmental Laws, nor have any Hazardous Materials been generated,
treated, stored or disposed of at, on or under any of such properties in
violation of, or in a manner that could give rise to liability under, any
applicable Environmental Laws;

          (v)   No judicial proceedings or governmental or administrative
action is pending, or, to the knowledge of any Borrower, threatened, under any
Environmental Law to which any Borrower or any Subsidiary thereof is or will be
named as a party with respect to such properties or operations conducted in
connection therewith, nor are there any consent decrees or other decrees,
consent orders, administrative orders or other orders, or other administrative
or judicial requirements outstanding under any Environmental Law with respect to
such properties or such operations; and

          (vi)  There has been no release, or to the best of the
knowledge of any Borrower, the threat of release, of Hazardous Materials at or
from such properties, in violation of or in amounts or in a manner that could
give rise to liability under Environmental Laws.

     (i)  ERISA.

          (i)   As of the Closing Date, no Borrower nor any ERISA
Affiliate maintains or contributes to, or has any obligation under, any Employee
Benefit Plans other than those identified on Schedule 7.1(i);

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

          (iii) No Pension Plan has been terminated, nor has any
accumulated funding deficiency (as defined in Section 412 of the Code) been
incurred (without regard to any waiver

                                       56

<PAGE>

granted under Section 412 of the Code), nor has any funding waiver from the
Internal Revenue Service been received or requested with respect to any Pension
Plan, nor has any Borrower or any ERISA Affiliate failed to make any
contributions or to pay any amounts due and owing as required by Section 412 of
the Code, Section 302 of ERISA or the terms of any Pension Plan prior to the due
dates of such contributions under Section 412 of the Code or Section 302 of
ERISA, nor has there been any event requiring any disclosure under Section
4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;

          (iv)  No Borrower nor any ERISA Affiliate has: (A) engaged in a
nonexempt prohibited transaction described in Section 406 of the ERISA or
Section 4975 of the Code, (B) incurred any liability to the PBGC which remains
outstanding other than the payment of premiums and there are no premium payments
which are due and unpaid, (C) failed to make a required contribution or payment
to a Multiemployer Plan, or (D) failed to make a required installment or other
required payment under Section 412 of the Code;

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

          (vi)  No proceeding, claim, lawsuit and/or investigation is
existing or, to the best knowledge of any Borrower after due inquiry, threatened
concerning or involving any (A) employee welfare benefit plan (as defined in
Section 3(1) of ERISA) currently maintained or contributed to by any Borrower or
any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

     (j)  Margin Stock. No Borrower nor any Subsidiary thereof is engaged
principally or as one of its activities in the business of extending credit for
the purpose of "purchasing" or "carrying" any "margin stock" (as each such term
is defined or used in Regulation U of the Board of Governors of the Federal
Reserve System). No part of the proceeds of any of the Loans or Letters of
Credit will be used for purchasing or carrying margin stock or for any purpose
which violates, or which would be inconsistent with, the provisions of
Regulation T, U or X of such Board of Governors.

     (k)  Government Regulation. No Borrower nor any Subsidiary thereof is
an "investment company" or a company "controlled" by an "investment company" (as
each such term is defined or used in the Investment Company Act of 1940, as
amended) and no Borrower nor any Subsidiary thereof is, or after giving effect
to any Extension of Credit will be, subject to regulation under the Public
Utility Holding Company Act of 1935 or the Interstate Commerce Act, each as
amended, or any other Applicable Law which limits its ability to incur or
consummate the transactions contemplated hereby.

     (l)  Material Contracts. Schedule 7.1(l) sets forth a complete and accurate
list of all Material Contracts of each Borrower and each Subsidiary thereof in
effect as of the Closing Date not listed on any other Schedule hereto; other
than as set forth in Schedule 7.1(l), each such Material Contract is, and after
giving effect to the consummation of the transactions contemplated by the Loan
Documents will be, in full force and effect in accordance with the terms
thereof. Each Borrower and each Subsidiary thereof has delivered to the
Administrative

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Agent a true and complete copy of each Material Contract which is
required to be listed on Schedule 7.1(l) or any other Schedule hereto and which
has been requested by the Administrative Agent.

     (m)  Employee Relations. Each Borrower and each Subsidiary thereof has a
stable work force in place and is not, as of the Closing Date, party to any
collective bargaining agreement nor has any labor union been recognized as the
representative of its employees except as set forth on Schedule 7.1(m). No
Borrower knows of any pending, threatened or contemplated strikes, work stoppage
or other collective labor disputes involving its employees or those of its
Subsidiaries.

     (n)  Burdensome Provisions. No Borrower nor any Subsidiary thereof is a
party to any indenture, agreement, lease or other instrument, or subject to any
corporate or partnership restriction, Governmental Approval or Applicable Law
which is so unusual or burdensome as in the foreseeable future could be
reasonably expected to have a Material Adverse Effect. No Borrower nor any
Subsidiary thereof presently anticipates that future expenditures needed to meet
the provisions of any statutes, orders, rules or regulations of a Governmental
Authority will be so burdensome as to have a Material Adverse Effect.

     (o)  Financial Statements. The Consolidated unaudited balance sheet of the
Company and its Subsidiaries as of December 31, 2002 and the related unaudited
statements of income and retained earnings and cash flows for the fiscal quarter
then ended, copies of which have been furnished to the Administrative Agent and
each Lender, are complete and correct and fairly present the assets, liabilities
and financial position of the Company and its Subsidiaries as at such dates, and
the results of the operations and changes of financial position for the periods
then ended. All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP. The Company and its
Subsidiaries have no Debt, obligation or other unusual forward or long-term
commitment which is not fairly reflected in the foregoing financial statements
or in the notes thereto.

     (p)  No Material Adverse Change. Since December 31, 2002, there has been no
material adverse change in the properties, business, operations, prospects, or
condition (financial or otherwise) of the Borrowers and their Subsidiaries and
no event has occurred or condition arisen that could reasonably be expected to
have a Material Adverse Effect.

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

     (r)  Titles to Properties. Each Borrower and each Subsidiary thereof has
such title to the real property owned or leased by it as is necessary or
desirable to the conduct of its business and valid and legal title to all of its
personal property and assets, including, but not limited to, those reflected on
the balance sheets of the Company and its Subsidiaries delivered pursuant to
Section 7.1(o), except those which have been disposed of by any Borrower or any
Subsidiary thereof subsequent to such date which dispositions have been in the
ordinary course of business or as otherwise expressly permitted hereunder. All
of the real property owned or leased by any Borrower is described on Schedule
7.1(r) hereto.

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     (s)  Liens. None of the properties and assets of any Borrower or any
Subsidiary thereof is subject to any Lien, except Liens permitted pursuant to
Section 11.3. No financing statement under the Uniform Commercial Code of any
state which names any Borrower or any Subsidiary thereof or any of their
respective trade names or divisions as debtor, and which has not been
terminated, has been filed in any state or other jurisdiction and no Borrower
nor any Subsidiary thereof has signed any such financing statement or any
security agreement authorizing any secured party thereunder to file any such
financing statement, except to perfect those Liens permitted by Section 11.3
hereof.

     (t)  Debt and Guaranty Obligations. Schedule 7.1(t) is a complete and
correct listing of all Debt and Guaranty Obligations of each Borrower and each
Subsidiary thereof as of the Closing Date in excess of $2,000,000. Each Borrower
and each Subsidiary thereof has performed and is in compliance with all of the
terms of such Debt and Guaranty Obligations and all instruments and agreements
relating thereto, and no default or event of default, or event or condition
which with notice or lapse of time or both would constitute such a default or
event of default on the part of any Borrower or any Subsidiary thereof exists
with respect to any such Debt or Guaranty Obligation.

     (u)  Litigation. Except as set forth on Schedule 7.1(u), as of the Closing
Date there are no Material actions, suits or proceedings pending or, to the
knowledge of any Borrower, threatened against or in any way relating adversely
to or affecting any Borrower or any Subsidiary thereof or any of their
respective properties in any court or before any arbitrator or any kind or
before or by any Governmental Authority. For purposes of this Section 7.1(u)
only, "Material" shall mean any such actions, suits or proceedings with an
actual or potential amount in controversy greater than $1,000,000 or that would
have or could lead to a Material Adverse Effect on any Borrower or any
Subsidiary thereof.

     (v)  Absence of Defaults. No event has occurred or is continuing (i) which
constitutes a Default or an Event of Default or (ii) which constitutes, or which
with the passage of time or giving of notice or both would constitute, a default
or event of default by any Borrower or any Subsidiary thereof under any Material
Contract or any judgment, decree or order to which any Borrower or any
Subsidiary thereof is a party or by which any Borrower or any Subsidiary thereof
or any of their respective properties may be bound or which would require any
Borrower or its Subsidiaries to make any payment thereunder prior to the
scheduled maturity date therefor (except, with respect to clause (ii), where
such default or defaults, if any, could not reasonably be expected to have a
Material Adverse Effect).

     (w)  Senior Debt Status. The Obligations of the Borrowers and their
Subsidiaries under this Agreement, the Notes and each other Loan Document to
which each such Person is a party (i) do rank and will rank at least senior in
priority of payment to all Subordinated Debt and all senior unsecured Debt of
each such Person and (ii) is hereby designated as "Senior Indebtedness" or
"Designated Senior Indebtedness", as applicable, under all instruments and
documents, now or in the future, relating to all Subordinated Debt and all
senior unsecured Debt of each such Person.

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     (x)  No Hostile Acquisitions. No part of the proceeds of the Loans or the
Letters of Credit will be used to finance any Permitted Acquisition unless the
board of directors (or other governing body) or the shareholders of the Person
to be acquired and/or seller, as applicable, shall have previously approved such
transaction.

     (y)  Accuracy and Completeness of Information. All written information,
reports and other papers and data produced by or on behalf of each Borrower and
each Subsidiary thereof and furnished to the Lenders were, at the time the same
were so furnished, complete and correct in all material respects to the extent
necessary to give the recipient a true and accurate knowledge of the subject
matter (other than the business plans and projections delivered on the Closing
Date or pursuant to Section 8.1(c), which business plans and projections shall
represent the good faith opinions of the Company and senior management thereof
as to the projected results contained therein). No document furnished or written
statement made to the Administrative Agent or the Lenders by any Borrower or any
Subsidiary thereof in connection with the negotiation, preparation or execution
of this Agreement or any of the Loan Documents contains or will contain any
untrue statement of a fact material to the creditworthiness of any Borrower or
any Subsidiary thereof or omits or will omit to state a fact necessary in order
to make the statements contained therein not misleading. No Borrower is aware of
any facts which it has not disclosed in writing to the Administrative Agent
having a Material Adverse Effect, or insofar as any Borrower can now foresee,
which could reasonably be expected to have a Material Adverse Effect.

     SECTION 7.2   Survival of Representations and Warranties, Etc. All
representations and warranties set forth in this Article VII and all
representations and warranties contained in any certificate, or any of the Loan
Documents (including, but not limited to, any such representation or warranty
made in or in connection with any amendment thereto) shall constitute
representations and warranties made under this Agreement. All representations
and warranties made under this Agreement shall be made or deemed to be made at
and as of the Closing Date (except those that are expressly made as of a
specific date), shall survive the Closing Date and shall not be waived by the
execution and delivery of this Agreement, any investigation made by or on behalf
of the Lenders or any borrowing hereunder.

                                  ARTICLE VIII

                        FINANCIAL INFORMATION AND NOTICES

     Until all the Obligations have been paid and satisfied in full and the
Commitments terminated, unless consent has been obtained in the manner set forth
in Section 14.11 hereof, the Borrowers will furnish or cause to be furnished to
the Administrative Agent at the Administrative Agent's office at the address set
forth in Section 14.1 and to the Lenders at their respective addresses as set
forth on the Register or such other office as may be designated by the
Administrative Agent and Lenders from time to time:

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     SECTION 8.1   Financial Statements and Projections.

     (a)  Quarterly Financial Statements. As soon as practicable and in any
event within forty-five (45) days after the end of each fiscal quarter, an
unaudited Consolidated balance sheet of the Company and its Subsidiaries as of
the close of such fiscal quarter and unaudited Consolidated statements of
income, retained earnings and cash flows for the fiscal quarter then ended and
that portion of the Fiscal Year then ended, including the notes thereto and a
report containing management's discussion and analysis of such financial
statements, all in reasonable detail setting forth in comparative form the
corresponding figures as of the end of and for the corresponding period in the
preceding Fiscal Year and prepared by the Company in accordance with GAAP and,
if applicable, containing disclosure of the effect on the financial position or
results of operations of any change in the application of accounting principles
and practices during the period, and certified by the chief financial officer of
the Company to present fairly in all material respects the financial condition
of the Company and its Subsidiaries as of their respective dates and the results
of operations of the Company and its Subsidiaries for the respective periods
then ended, subject to normal year end adjustments; provided that the
requirements of this subsection (a) may be satisfied by the delivery of the
applicable quarterly report on Form 10-Q containing the foregoing.

     (b)  Annual Financial Statements. As soon as practicable and in any event
within ninety (90) days after the end of each Fiscal Year, an audited
Consolidated balance sheet of the Company and its Subsidiaries as of the close
of such Fiscal Year and audited Consolidated statements of income, retained
earnings and cash flows for the Fiscal Year then ended, including the notes
thereto and a report containing management's discussion and analysis of such
financial statements, all in reasonable detail setting forth in comparative form
the corresponding figures as of the end of and for the preceding Fiscal Year and
prepared by an independent certified public accounting firm acceptable to the
Administrative Agent in accordance with GAAP and, if applicable, containing
disclosure of the effect on the financial position or results of operation of
any change in the application of accounting principles and practices during the
year, and accompanied by a report thereon by such certified public accountants
that is not qualified with respect to scope limitations imposed by the Company
or any of its Subsidiaries or with respect to accounting principles followed by
the Company or any of its Subsidiaries not in accordance with GAAP; provided
that the requirements of this subsection (b) may be satisfied by the delivery of
the applicable annual report on Form 10-K containing the foregoing.

     (c)  Annual Business Plan and Financial Projections. As soon as practicable
and in any event within ninety (90) days after the end of each Fiscal Year, a
business plan of the Company and its Subsidiaries for the ensuing four (4)
fiscal quarters, such plan to be prepared in accordance with GAAP and to
include, on a quarterly basis, the following: a quarterly operating and capital
budget, a projected income statement, statement of cash flows and balance sheet
and a report containing management's discussion and analysis of such
projections, accompanied by a certificate from the chief financial officer of
the Company to the effect that, to the best of such officer's knowledge, such
projections are good faith estimates of the financial condition and operations
of the Company and its Subsidiaries for such four (4) fiscal quarter period.

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     (d)  Quarterly Earnout Summary. As soon as practicable and in any event
within forty-five (45) days after the end of each fiscal quarter for which the
aggregate total earnout payments made by the Company and its Subsidiaries during
the period of four (4) consecutive fiscal quarters ending on such date exceeds
$1,000,000, a summary prepared by the Company in accordance with GAAP setting
forth (i) all cash earnout payments made by the Company and its Subsidiaries as
of such fiscal quarter end since March 31, 2003, (ii) all cash earnout payments
and all stock earnout payments to be made by the Company and its Subsidiaries
during the next four (4) fiscal quarter period (such payments to be set forth on
a quarterly basis) and (iii) all contingent cash earnout payments and all
contingent stock earnout payments which the Company and its Subsidiaries may be
required to make after such fiscal quarter end.

     SECTION 8.2   Officer's Compliance Certificate. At each time financial
statements are delivered pursuant to Sections 8.1(a) or (b) and at such other
times as the Administrative Agent shall reasonably request (including, without
limitation, in connection with any Permitted Acquisition pursuant to Section
11.4), a certificate of the chief financial officer or the treasurer of the
Company, on behalf of the Borrowers, in the form of Exhibit F attached hereto
(an "Officer's Compliance Certificate")

     SECTION 8.3   Accountants' Certificate. At each time financial statements
are delivered pursuant to Section 8.1(b), a certificate of the independent
public accountants addressed to the Administrative Agent for the benefit of the
Lenders certifying such financial statements and stating that in connection with
their audit, nothing came to their attention that caused them to believe that
the Borrowers failed to comply with the terms, covenants, provisions or
conditions of Article X or Article XI, insofar as they relate to accounting
matters or, if such is not the case, specifying such non-compliance.

     SECTION 8.4   Other Reports.

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

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

     SECTION 8.5   Notice of Litigation and Other Matters. Prompt (but in no
event later than ten (10) days after an officer of any Borrower obtains
knowledge thereof) telephonic and written notice of:

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

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

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

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

     (e)  (i) any Default or Event of Default or (ii) any event which
constitutes, or which with the passage of time or giving of notice or both would
constitute, a default or event of default under any Material Contract to which
any Borrower or any Subsidiary thereof is a party or by which any Borrower or
any Subsidiary thereof or any of their respective properties may be bound (and,
with respect to this clause (ii), which event could reasonably be expected to
have a Material Adverse Effect);

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

     (g)  any event which makes any of the representations set forth in Section
7.1 inaccurate in any respect (provided that, with respect to any representation
set forth in Section 7.1 that is not subject to a materiality or a Material
Adverse Effect qualification, any event which makes such representation
inaccurate in any material respect); and

     (h)  any intention by the Borrowers to treat any of the Extensions of
Credit and related transactions as being a "reportable transaction" (within the
meaning of Treasury Regulation Section 1.6011-4) (and the Borrowers shall
deliver, in conjunction with such notification, a duly completed copy of IRS
Form 8886 or any successor form).

     SECTION 8.6   Notice Under Subordinated Debt. Promptly upon the delivery or
receipt thereof, a copy of any notice of any default or event of default,
acceleration, redemption, request for a material waiver, request for a material
amendment or any other notice of a material event delivered to or received by
any Person (including, without limitation, any trustee or noteholder) in
connection with any Subordinated Debt.

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     SECTION 8.7   Accuracy of Information. All written information, reports,
statements and other papers and data furnished by or on behalf of the Borrowers
to the Administrative Agent or any Lender whether pursuant to this Article VIII
or any other provision of this Agreement, or any of the Security Documents,
shall comply with Section 7.1(y).

                                   ARTICLE IX

                              AFFIRMATIVE COVENANTS

     Until all of the Obligations have been paid and satisfied in full and the
Commitments terminated, unless consent has been obtained in the manner provided
for in Section 14.11, each Borrower will, and will cause each of its
Subsidiaries to:

     SECTION 9.1   Preservation of Corporate Existence and Related Matters.
Except as permitted by Section 11.5, preserve and maintain its separate
corporate existence and all rights, franchises, licenses and privileges
necessary to the conduct of its business, and qualify and remain qualified as a
foreign corporation and authorized to do business in each jurisdiction in which
the failure to so qualify would have a Material Adverse Effect.

     SECTION 9.2   Maintenance of Property. Protect and preserve in accordance
with sound business practices all properties useful in and material to its
business, including copyrights, patents, trade names, trademarks and service
marks; maintain in accordance with sound business practices all buildings,
equipment and other tangible real and personal property material to its
business; and from time to time make or cause to be made all renewals,
replacements and additions to such property necessary for the conduct of its
business, so that the business carried on in connection therewith may be
conducted in a commercially reasonable manner.

     SECTION 9.3   Insurance. Maintain insurance with financially sound and
reputable insurance companies against such risks and in such amounts as are
customarily maintained by similar businesses and as may be required by
Applicable Law and as are required by any Security Documents, and on the Closing
Date and from time to time thereafter deliver to the Administrative Agent upon
its request a detailed list of the insurance then in effect, stating the names
of the insurance companies, the amounts and rates of the insurance, the dates of
the expiration thereof and the properties and risks covered thereby.

     SECTION 9.4   Accounting Methods and Financial Records. Maintain a system
of accounting, and keep such books, records and accounts (which shall be true
and complete in all material respects) as may be required or as may be necessary
to permit the preparation of financial statements in accordance with GAAP and in
compliance with the regulations of any Governmental Authority having
jurisdiction over it or any of its properties.

     SECTION 9.5   Payment and Performance of Obligations. Pay and perform all
Obligations under this Agreement and the other Loan Documents, and pay or
perform (a) all

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material taxes, assessments and other governmental charges that may be levied or
assessed upon it or any of its property, and (b) all other material
indebtedness, obligations and liabilities in accordance with customary trade
practices; provided, that such Borrower or such Subsidiary thereof may contest
any item described in clauses (a) or (b) of this Section 9.5 in good faith so
long as adequate reserves are maintained with respect thereto in accordance with
GAAP.

     SECTION 9.6   Compliance With Laws and Approvals. Observe and remain in
compliance in all material respects with all Applicable Laws and maintain in
full force and effect all Governmental Approvals, in each case applicable to the
conduct of its business.

     SECTION 9.7   Environmental Laws. In addition to and without limiting the
generality of Section 9.6, (a) comply in all material respects with, and ensure
such compliance by all tenants and subtenants with all applicable Environmental
Laws and obtain and comply with and maintain, and ensure that all tenants and
subtenants obtain and comply with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws, (b) conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws, and promptly comply with all lawful orders and directives of
any Governmental Authority regarding Environmental Laws, and (c) defend,
indemnify and hold harmless the Administrative Agent and the Lenders, and their
respective parents, Subsidiaries, Affiliates, employees, agents, officers and
directors, from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to the
violation of, noncompliance with or liability under any Environmental Laws
applicable to the operations of such Borrower or such Subsidiary, or any orders,
requirements or demands of Governmental Authorities related thereto, including,
without limitation, reasonable attorney's and consultant's fees, investigation
and laboratory fees, response costs, court costs and litigation expenses, except
to the extent that any of the foregoing directly result from the gross
negligence or willful misconduct of the party seeking indemnification therefor.

     SECTION 9.8   Compliance with ERISA. In addition to and without limiting
the generality of Section 9.6, (a) comply in all material respects with all
applicable provisions of ERISA and the regulations and published interpretations
thereunder with respect to all Employee Benefit Plans, (b) not take any action
or fail to take action the result of which could be a liability to the PBGC or
to a Multiemployer Plan, (c) not participate in any prohibited transaction that
could result in any civil penalty under ERISA or tax under the Code, (d) operate
each Employee Benefit Plan in such a manner that will not incur any tax
liability under Section 4980B of the Code or any liability to any qualified
beneficiary as defined in Section 4980B of the Code and (e) furnish to the
Administrative Agent upon the Administrative Agent's request such additional
information about any Employee Benefit Plan as may be reasonably requested by
the Administrative Agent.

     SECTION 9.9   Compliance With Agreements. Comply in all material respects
with each term, condition and provision of all leases, agreements and other
instruments entered into in the conduct of its business including, without
limitation, any Material Contract; provided, that such Borrower or such
Subsidiary may contest any such lease, agreement or other

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<PAGE>

instrument in good faith through applicable proceedings so long as adequate
reserves are maintained in accordance with GAAP.

     SECTION 9.10  Conduct of Business. Engage only in businesses in
substantially the same fields as the businesses conducted on the Closing Date
and in lines of business reasonably related thereto.

     SECTION 9.11  Visits and Inspections. Permit representatives of the
Administrative Agent or any Lender, from time to time upon notice to the Company
and during normal business hours (other than upon or during the continuance of a
Default or an Event of Default), to visit and inspect its properties; inspect,
audit and make extracts from its books, records and files, including, but not
limited to, management letters prepared by independent accountants; and discuss
with its principal officers, and its independent accountants, its business,
assets, liabilities, financial condition, results of operations and business
prospects.

     SECTION 9.12  Additional Borrowers and Collateral.

     (a)  Subject to subsection (b) below, upon the reasonable request of the
Administrative Agent but in any event no later than June 15 and December 15 of
each calendar year, with respect to each Subsidiary which has not executed
either this Agreement or all relevant joinder documents under this Section 9.12,
cause to be delivered to the Administrative Agent, (i) a Joinder Agreement duly
executed by the Company, such Subsidiary and the parent of such Subsidiary
pursuant to which (A) such Subsidiary shall become a Borrower hereunder, (B)
such Subsidiary shall become a Grantor under the Security Agreement and (C) such
Subsidiary shall become an Issuer or Partnership/LLC under the Pledge Agreement,
(ii) replacement Notes duly executed by such Subsidiary and each other Borrower
then party hereto, (iii) such closing documents and closing certificates
consistent with Section 6.2 hereof as may reasonably be requested by the
Administrative Agent (including, without limitation, favorable legal opinions of
counsel to the Company addressed to the Administrative Agent and the Lenders in
form and substance satisfactory to the Administrative Agent with respect to the
Joinder Agreement and the Collateral relating thereto) and (iv) such other
documents reasonably requested by the Administrative Agent in order that such
Subsidiary shall become bound by all of the terms, covenants and agreements
contained in the Credit Agreement, the Security Agreement, the Pledge Agreement
and any other Loan Document applicable to such Subsidiary (provided that, as of
the end of any semi-annual period ending June 15 or December 15 (as applicable),
to the extent that the aggregate Pro Forma EBITDA of those Subsidiaries which
have not delivered all relevant joinder documents required to be delivered
pursuant to this Section 9.12 is less than two percent (2%) of Consolidated Pro
Forma EBITDA (in each case for the most recent period of four (4) consecutive
fiscal quarters), such Subsidiaries shall not be required to deliver the
relevant joinder documents under this Section 9.12(a) until the next semi-annual
period ending June 15 or December 15 (as applicable)).

     (b)  Notwithstanding anything to the contrary contained in subsection (a)
above,

          (i)   with respect to any Subsidiary acquired or created by any
     Borrower with Pro Forma EBITDA in excess of five percent (5%) of the
     Consolidated Pro Forma

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<PAGE>

     EBITDA (in each case for the most recent period of four (4) consecutive
     fiscal quarters), the Administrative Agent may request that the Borrowers
     and such Subsidiary deliver all relevant joinder documents required to be
     delivered pursuant to this Section 9.12 within twenty (20) Business Days of
     such creation or acquisition; and

          (ii)  to the extent that the Pro Forma EBITDA of those Subsidiaries
     which have not delivered all relevant joinder documents required to be
     delivered pursuant to this Section 9.12 exceeds ten percent (10%) of
     Consolidated Pro Forma EBITDA (in each case for the most recent period of
     four (4) consecutive fiscal quarters), the Administrative Agent may request
     that the Borrowers and such Subsidiaries deliver all relevant joinder
     documents required to be delivered pursuant to this Section 9.12 within
     twenty (20) Business Days of such determination.

     SECTION 9.13  Additional Real Property Collateral. Promptly at the request
of the Administrative Agent or the Required Lenders, grant to the Administrative
Agent for the ratable benefit of itself and the Lenders a security interest in
any real property owned or leased by any Borrower or any Subsidiary thereof on
which is located Inventory with a value in excess of $1,000,000 and/or assign to
the Administrative Agent for the ratable benefit of itself and the Lenders all
rights of any Borrower or any Subsidiary thereof under any such real property
owned or leased by any Borrower or any Subsidiary thereof pursuant to
documentation reasonably satisfactory to the Administrative Agent and the
Required Lenders, and take all actions reasonably requested by the
Administrative Agent or the Required Lenders in connection with consummating
such assignments and the granting of such security interests including, without
limitation, the obtaining of landlord or lessor consents, mortgagee title
insurance policies, title surveys and real estate appraisals satisfying the
requirements of all Applicable Laws, duly recording each document related
thereto in such manner and in such places as are required by the law to perfect
and preserve the Liens in favor of the Administrative Agent and the Lenders
granted pursuant to such documents.

     SECTION 9.14  Vendor-Provided Financing. Within sixty (60) days of the
creation, incurrence or assumption of any Vendor-Provided Financing or any other
trade payable which is secured by a Lien which covers assets of any applicable
Borrower or any Subsidiary thereof other than or in addition to the property or
product lines and the related receivables financed by such financing or trade
payable, in each case which Lien is not permitted by clause (x) of Section
11.3(i)(iv), (i) the applicable Borrower or Subsidiary thereof shall deliver to
the Administrative Agent UCC termination statements and other applicable release
documents, in form and substance satisfactory to the Administrative Agent, with
respect to all Liens securing such financing or trade payable, (ii) the
applicable Borrower or Subsidiary thereof shall deliver to the Administrative
Agent an intercreditor agreement, in form and substance satisfactory to the
Administrative Agent, with each applicable financial institution which has
provided such financing or trade payable or (iii) the applicable Borrower or
Subsidiary thereof shall deliver to the Administrative Agent a modification to
the security documents of each applicable financial institution which has
provided such financing or trade payable, which modification shall limit the
collateral security for such financing or trade payable to the property and
related receivables financed thereby and which modification shall be in form and
substance satisfactory to the Administrative Agent (provided that the applicable
Borrower or Subsidiary thereof may enter

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into a VPF Intercompany Subordination Agreement in connection with clauses (i),
(ii) and (iii) of this Section 9.14 if, and only if, such VPF Intercompany
Subordination Agreement (1) provides that the ability of the applicable VPF
Customer to make dividends, advances or other distributions of any kind
whatsoever to the applicable VPF Intercompany Noteholder or any other Borrower
or Subsidiary thereof (other than, to the extent that that applicable VPF
Intercompany Subordination Agreement is in effect, payments by the applicable
VPF Customer to the applicable VPF Noteholder on or under the applicable VPF
Intercompany Note) shall not be restricted or otherwise limited, and (2) is in
form and substance satisfactory to the Administrative Agent).

     SECTION 9.15  Interest Rate Protection. Maintain, commencing within one
hundred twenty (120) days of the Closing Date, a Hedging Agreement with a
minimum notional amount equal to the lesser of (a) $70,000,000 or (b) fifty
percent (50%) of the outstanding Term Loans and at an interest rate and upon
other terms and conditions satisfactory to the Administrative Agent.

     SECTION 9.16  Primary Deposit Accounts. Maintain its primary deposit
account at Wachovia.

     SECTION 9.17  Further Assurances. Make, execute and deliver all such
additional and further acts, things, deeds and instruments as the Administrative
Agent or any Lender may reasonably require to document and consummate the
transactions contemplated hereby and to vest completely in and insure the
Administrative Agent and the Lenders their respective rights under this
Agreement, the Notes, the Letters of Credit and the other Loan Documents.

                                    ARTICLE X

                               FINANCIAL COVENANTS

     Until all of the Obligations have been paid and satisfied in full and the
Commitments terminated, unless consent has been obtained in the manner set forth
in Section 14.11 hereof, the Company and its Subsidiaries on a Consolidated
basis will not:

     SECTION 10.1  Leverage Ratio. As of the end of any fiscal quarter during
any period set forth below, permit the ratio of (a) Funded Debt as of such date
less cash and Cash Equivalents as of such date to (b) Pro Forma EBITDA for the
period of four (4) consecutive fiscal quarters ending on such date, to exceed
the corresponding ratio set forth below:

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       Period               Ratio
---------------------    ------------
Closing Date through
 June 30, 2004           3.00 to 1.00

July 1, 2004 through
 June 30, 2005           2.75 to 1.00

July 1, 2005 through
 June 30, 2006           2.50 to 1.00

Thereafter               2.25 to 1.00

     SECTION 10.2  Senior Leverage Ratio. As of the end of any fiscal quarter
during any period set forth below, permit the ratio of (a) Senior Funded Debt as
of such date less cash and Cash Equivalents as of such date to (b) Pro Forma
EBITDA for the period of four (4) consecutive fiscal quarters ending on such
date, to exceed the corresponding ratio set forth below:

       Period               Ratio
---------------------    ------------
Closing Date through
 June 30, 2004           2.50 to 1.00

July 1, 2004 through
 June 30, 2005           2.25 to 1.00

July 1, 2005 through
 June 30, 2006           2.00 to 1.00

Thereafter               1.75 to 1.00

     SECTION 10.3  Fixed Charge Coverage Ratio. As of the end of any fiscal
quarter during any period set forth below, permit the ratio of (a) (i) EBITDA
for the period of four (4) consecutive fiscal quarters ending on such date plus
(ii) Operating Lease Expense for such period of four (4) consecutive fiscal
quarters to (b) Fixed Charges for such period of four (4) consecutive fiscal
quarters, to be less than the corresponding ratio set forth below:

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<PAGE>

       Period               Ratio
---------------------    ------------
Closing Date through
 June 30, 2004           1.65 to 1.00

July 1, 2004 through
 June 30, 2005           1.70 to 1.00

Thereafter               1.75 to 1.00

     SECTION 10.4  Maximum Capital Expenditures. During any Fiscal Year, permit
Restricted Capital Expenditures to exceed 1.75% of the revenue of the Company
and its Subsidiaries for the prior Fiscal Year (such amount for each prior
Fiscal Year, the "Baseline Amount"); provided that, notwithstanding the
foregoing, so long as no Default or Event of Default has occurred and is
continuing or would result from any Restricted Capital Expenditure, commencing
with the Fiscal Year ending March 31, 2004, the maximum amount of Restricted
Capital Expenditures permitted during any Fiscal Year may be increased by an
amount equal to twenty-five percent (25%) of the amount by which the Baseline
Amount for the prior Fiscal Year exceeds the amount of Restricted Capital
Expenditures made during the prior Fiscal Year.

                                   ARTICLE XI

                               NEGATIVE COVENANTS

     Until all of the Obligations have been paid and satisfied in full and the
Commitments terminated, unless consent has been obtained in the manner set forth
in Section 14.11 hereof, each Borrower will not, and will not permit any of its
Subsidiaries to:

     SECTION 11.1  Limitations on Debt. Create, incur, assume or suffer to exist
any Debt except:

     (a)  the Obligations (excluding Hedging Obligations permitted pursuant to
Section 11.1(b));

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

     (c)  (i) Subordinated Debt of the Company evidenced by the Existing
Subordinated Notes in an aggregate principal amount not to exceed $100,000,000
(provided that such Subordinated Debt shall be redeemed, and all amounts
outstanding thereunder paid in full, on June 26, 2003) and (ii) Subordinated
Debt evidenced by the Convertible Subordinated Notes in an aggregate principal
amount of $57,500,000 (provided that, so long as no Default or Event of Default
exists and is continuing or would be caused thereby and the Company has not
exercised its conversion option on the Convertible Subordinated Notes, the
Company may refinance the

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Convertible Subordinated Notes if (1) the proceeds of the refinancing of the
Convertible Subordinated Notes are used solely to issue replacement notes, (2)
the terms and conditions of the replacement notes and the documents evidencing
such refinancing shall be in form and substance satisfactory to the
Administrative Agent and (3) the principal amount of the replacement notes shall
not exceed the principal amount of the Convertible Subordinated Notes on the
date of such refinancing);

     (d)  Debt set forth on Schedule 11.1 which is existing on the Closing Date
and is not otherwise referred to in this Section 11.1, and the renewal and
refinancing (but not the increase in the aggregate principal amount thereof)
thereof;

     (e)  Debt of the Borrowers and their Subsidiaries incurred in connection
with Capital Leases in an aggregate amount not to exceed $5,000,000 on any date
of determination;

     (f)  purchase money Debt of the Borrowers and their Subsidiaries with
respect to Capital Assets in an aggregate amount not to exceed $5,000,000 on any
date of determination;

     (g)  intercompany Debt between any Borrower and any other Borrower and
intercompany Debt in connection with intercompany loans and advances permitted
under Section 11.4(f) hereof;

     (h)  seller financing constituting Subordinated Debt existing on the
Closing Date or entered into in conjunction with any Permitted Acquisition in an
amount not to exceed $20,000,000 on any date of determination;

     (i)  unsecured obligations with respect to accrued and unpaid cash earnout
payments reflected on the Consolidated balance sheet of the Company and its
Subsidiaries and created in connection with any Permitted Acquisition in an
amount not to exceed $20,000,000;

     (j)  Debt consisting of Guaranty Obligations permitted by Section 11.2;

     (k)  additional Subordinated Debt of the Company in an aggregate principal
amount not to exceed $50,000,000 so long as (i) no Default or Event of Default
has occurred and is continuing or would result therefrom as of the date of
issuance of such Subordinated Debt and (ii) the terms and conditions of such
Subordinated Debt shall be in form and substance satisfactory to the
Administrative Agent (including, without limitation, a maturity date that is no
earlier than six (6) months after the Term Loan Maturity Date); provided that
the Company may refinance such Subordinated Debt if (A) no Default or Event of
Default exists and is continuing or would be caused thereby, (B) the proceeds of
the refinancing of such Subordinated Debt are used solely to issue replacement
Subordinated Debt, (C) the terms and conditions of the replacement Subordinated
Debt and the documents evidencing such refinancing shall be in form and
substance satisfactory to the Administrative Agent and (D) the principal amount
of the replacement Subordinated Debt shall not exceed the principal amount of
the original Subordinated Debt on the date of such refinancing; and

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<PAGE>

provided, that none of the Debt permitted to be incurred by this Section 11.1
(other than (1) the Subordinated Debt of the Company evidenced by the Existing
Subordinated Notes and (2) intercompany Debt of any Borrower which is evidenced
by a VPF Intercompany Note and in connection with which a VPF Intercompany
Subordination Agreement is executed) shall restrict, limit or otherwise encumber
(by covenant or otherwise) the ability of any Subsidiary of any Borrower to make
any payment to any Borrower or any of its Subsidiaries (in the form of
dividends, intercompany advances or otherwise) for the purpose of enabling such
Borrower to pay the Obligations.

     SECTION 11.2  Limitations on Guaranty Obligations. Create, incur, assume or
suffer to exist any Guaranty Obligations except:

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

     (b)  Guaranty Obligations in an amount not to exceed $15,000,000 to secure
payment or performance of customer service contracts incurred in the ordinary
course of business (including, without limitation, reimbursement or similar
agreements entered in the ordinary course of business between a Borrower and a
third party issuer of surety or performance bonds which are issued for such
Borrower's account for the benefit of a customer of such Borrower);

     (c)  Guaranty Obligations of the Company with respect to the Debt of any
Subsidiary Borrower permitted by Section 11.1;

     (d)  Guaranty obligations of Southern Business Communications, Inc.
pursuant to that Guaranty Agreement dated as of November 1, 2000 entered in
favor of National Build to Suit Brookside 500/600, L.L.C. (the "Landlord") with
respect to certain obligations of AV Presentations, Inc. under the lease
agreement dated as of November 7, 2000 by and between AV Presentations, Inc. and
Landlord, a copy of which lease agreement and guaranty agreement have been
delivered to the Administrative Agent;

     (e)  (i) Guaranty Obligations of certain Subsidiaries of the Company with
respect to the Subordinated Debt of the Company evidenced by the Existing
Subordinated Notes (provided that such Guaranty Obligations shall be released
and terminated on June 26, 2003), (ii) Guaranty Obligations of certain
Subsidiaries of the Company with respect to the Subordinated Debt of the Company
permitted pursuant to Section 11.1(c) and (iii) Guaranty Obligations of certain
Subsidiaries of the Company with respect to Subordinated Debt permitted pursuant
to Section 11.1(k); and

     (f)  Guaranty Obligations of the Company with respect to Operating Leases
entered into in the ordinary course of business by the other Borrowers.

     SECTION 11.3  Limitations on Liens. Create, incur, assume or suffer to
exist, any Lien on or with respect to any of its assets or properties
(including, without limitation, shares of capital stock or other ownership
interests), real or personal, whether now owned or hereafter acquired, except:

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<PAGE>

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

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

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

     (d)  Liens consisting of deposits or pledges made in the ordinary course of
business to secure the performance of bids, tenders, customer service contracts
trade contracts, liability to insurance carriers and leases (other than Debt),
statutory obligations, surety bonds (other than bonds related to judgments or
litigation), performance bonds, contractual or warranty obligations and other
obligations of a like nature;

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

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

     (g)  Liens not otherwise referred to in this Section 11.3 and in existence
on the Closing Date and described on Schedule 11.3(g);

     (h)  Liens securing Debt permitted under Section 11.1(e);

     (i)  Liens securing obligations of the Company or any applicable Subsidiary
under Vendor-Provided Financing or Trade Financing, including, without
limitation, those described on Schedule 11.3(i); provided that the Company
agrees to deliver a restated Schedule 11.3(i) showing all Liens in connection
with Vendor-Provided Financing or Trade Financing (including the aggregate
amount of Vendor-Provided Financing or Trade Financing secured by any Lien which
is permitted pursuant to item (x) of the proviso to clause (iv) below) on each
date that joinder documents are required to be delivered pursuant to Section
9.12); provided further that (i) such Liens shall be created substantially
simultaneously with the acquisition of the related property or product lines,
(ii) the principal amount of the obligations secured by any such Lien shall at
no time exceed one hundred percent (100%) of the original purchase price of such
property or product lines at the time it was acquired, (iii) the obligations
with respect to which

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<PAGE>

such Liens are created shall not exceed fifty percent (50%) of the fair market
value of the Inventory at any time and (iv) such Liens do not at any time
encumber any property or product lines other than the property or product lines
and related receivables of the applicable creditor financed by such financing
(provided that such Liens may encumber property or product lines other than the
property and related receivables of the applicable creditor financed by such
financing if (x) the aggregate amount of Vendor-Provided Financing and Trade
Financing secured thereby does not exceed $500,000 with respect any single
financing or $1,000,000 with respect to all such financings or (y) the
applicable Borrower or Subsidiary thereof complies with Section 9.14, with
respect to such Liens); and

     (j)  Liens securing Debt permitted under Section 11.1(f); provided that (i)
such Liens shall be created substantially simultaneously with the acquisition of
the related asset, (ii) such Liens do not at any time encumber any property
other than the property financed by such Debt, (iii) the amount of Debt secured
thereby is not increased and (iv) the principal amount of Debt secured by any
such Lien shall at no time exceed one hundred percent (100%) of the original
purchase price of such property at the time it was acquired.

     SECTION 11.4  Limitations on Loans, Advances, Investments and Acquisitions.
Purchase, own, invest in or otherwise acquire, directly or indirectly, any
capital stock, interests in any partnership or joint venture (including, without
limitation, the creation or capitalization of any Subsidiary), evidence of Debt
or other obligation or security, substantially all or a portion of the business
or assets of any other Person or any other investment or interest whatsoever in
any other Person, or make or permit to exist, directly or indirectly, any loans,
advances or extensions of credit to, or any investment in cash or by delivery of
property in, any Person except:

     (a)  (i) investments in Borrowers (other than Permitted Acquisitions with
respect to which the Borrowers must comply with Section 11.4(e)), (ii)
investments in Subsidiaries which are not Borrowers in an aggregate amount not
to exceed $2,000,000 at any time (other than Permitted Acquisitions with respect
to which the Borrowers must comply with Section 11.4(e)), and (iii) the existing
loans, advances and investments not otherwise referred to in this Section 11.4
described on Schedule 11.4;

     (b)  investments in (i) marketable direct obligations issued or
unconditionally guaranteed by the United States of America or any agency thereof
maturing within 120 days from the date of acquisition thereof, (ii) commercial
paper maturing no more than 120 days from the date of creation thereof and
currently having the highest rating obtainable from either Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc. or Moody's
Investors Service, Inc., (iii) certificates of deposit maturing no more than 120
days from the date of creation thereof issued by commercial banks incorporated
under the laws of the United States of America, each having combined capital,
surplus and undivided profits of not less than $500,000,000 and having a rating
of "A" or better by a nationally recognized rating agency; provided, that the
aggregate amount invested in such certificates of deposit shall not at any time
exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for
any one such bank, or (iv) time deposits maturing no more than 30 days from the
date of creation thereof with commercial banks or savings banks or savings and
loan associations each having membership either in the FDIC or the deposits of
which are insured by the FDIC and in amounts

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<PAGE>

not exceeding the maximum amounts of insurance thereunder (any such investment,
a "Cash Equivalent");

     (c)  loans and advances to employees in the ordinary course of business in
an aggregate amount not to exceed $750,000 at any time;

     (d)  intercompany loans and advances in connection with intercompany Debt,
permitted under Section 11.1(g) hereof; and

     (e)  investments by the Company or any Subsidiary thereof in the form of
acquisitions of all or substantially all of the business or a line of business
(whether by the acquisition of capital stock, assets or any combination thereof)
of any other Person; provided that (i) the Person to be acquired shall engage in
a business or the assets to be acquired shall be used in a business described in
Section 9.10 hereof, (ii) a Borrower or any Subsidiary thereof shall be the
surviving Person and no Change in Control shall have been effected thereby,
(iii) no Default or Event of Default shall have occurred and be continuing both
before and after giving effect to the acquisition, (iv) the Borrowers shall have
obtained the prior written consent of the Required Lenders prior to the
consummation of such acquisition if the cash portion of the Permitted
Acquisition Value of such acquisition or series of related acquisitions exceeds
$50,000,000 or the aggregate Permitted Acquisition Value of such acquisition or
series of related acquisitions exceeds $75,000,000 (to the extent that such
consent is required to be provided hereby and to the extent the Borrowers comply
with all applicable provisions of paragraph (C) below, such written consent, or
written notice (or verbal notice subsequently confirmed in writing) that such
consent shall not be given by the Required Lenders, to be delivered to the
Company no later than five (5) Business Days after receipt by the Lenders of
such information), and (v) the Borrowers must comply with the following
requirements:

          (A)   with respect to any such investment for which the prior written
     consent of the Required Lenders is not required, the Borrowers must comply
     with the following additional requirements (provided that the Borrowers
     shall not be required to comply with the following additional requirements
     with respect to any acquisition or series of related acquisitions having a
     Permitted Acquisition Value of less than $5,000,000):

               (1)  the Borrowers shall have delivered to the Administrative
                    Agent an Officer's Compliance Certificate dated as of the
                    closing date of the acquisition demonstrating, in form and
                    substance reasonably satisfactory thereto, (I) pro forma
                    compliance with each covenant contained in Articles X and XI
                    and (II) that the Person to be acquired shall have positive
                    pro forma cash flow;

               (2)  the Borrowers shall have delivered to the Administrative
                    Agent on or before the closing date of the acquisition a
                    description of the acquisition (including, without
                    limitation, a description of the Person or assets to be
                    acquired, the purchase price, the manner of acquisition, the
                    payment structure and any other terms and conditions
                    reasonably required by the Administrative Agent) and

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<PAGE>

                    draft copies of the governing documentation (including,
                    without limitation, the purchase agreement) with respect to
                    the acquisition;

               (3)  the Borrowers shall have delivered to the Administrative
                    Agent copies of the final governing documentation
                    (including, without limitation, the purchase agreement and
                    all opinions of counsel to the seller and/or the Person to
                    be acquired) with respect to the acquisition within thirty
                    (30) days after the closing of the acquisition; and

               (4)  the Borrowers shall have provided to the Administrative
                    Agent such other documents reasonably requested by the
                    Administrative Agent in connection with such acquisition;

          (B)   with respect to any such investment for which the prior written
     consent of the Required Lenders is required, the Borrowers must comply with
     the following additional requirements:

               (1)  the Borrowers shall have delivered to the Lenders, not less
                    than ten (10) calendar days prior to the proposed closing
                    date of the acquisition, a description of the acquisition
                    (including, without limitation, a description of the Person
                    or assets to be acquired, the purchase price, the manner of
                    acquisition, the payment structure and any other terms and
                    conditions reasonably required by the Administrative Agent)
                    and draft copies of the governing documentation (including,
                    without limitation, the purchase agreement) with respect to
                    the acquisition;

               (2)  the Borrowers shall have delivered to the Lenders, not less
                    than ten (10) calendar days prior to the proposed closing
                    date of the acquisition, all due diligence reports prepared
                    by or on behalf of the Company or the applicable Subsidiary
                    thereof;

               (3)  the Borrowers shall have delivered to the Lenders, not less
                    than ten (10) calendar days prior to the proposed closing
                    date of the acquisition, the historical financial statements
                    of the Person to be acquired, if applicable, for the most
                    recent two (2) year period and the most recent interim
                    financial statements of the Person to be acquired;

               (4)  the Borrowers shall have delivered to the Lenders, not less
                    than ten (10) calendar days prior to the proposed closing
                    date of the acquisition, a projected income statement,
                    statement of cash flows and balance sheet (including,
                    without limitation, a summary of assumptions and pro forma
                    adjustments made in connection

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<PAGE>

                    therewith) of the Person to be acquired, if applicable,
                    prepared on a quarterly basis for the ensuing three (3) year
                    period;

               (5)  the Borrowers shall have delivered to the Lenders, not less
                    than ten (10) calendar days prior to the proposed closing
                    date of the acquisition, an Officer's Compliance Certificate
                    demonstrating, in form and substance reasonably satisfactory
                    thereto, (I) pro forma compliance with each covenant
                    contained in Articles X and XI and (II) that the Person to
                    be acquired shall have positive pro forma cash flow;

               (6)  the Borrowers shall have delivered to the Lenders, on or
                    before the closing date of the acquisition, copies of all
                    opinions of counsel to the seller and/or the Person to be
                    acquired which are delivered in connection with the
                    acquisition;

               (7)  the Borrowers shall have delivered to the Lenders evidence
                    of the approval of the acquisition by the board of directors
                    or equivalent governing body (or the shareholders) of the
                    seller and/or the Person to be acquired, in form and
                    substance satisfactory to the Administrative Agent, within
                    twenty (20) days after the closing of the acquisition;

               (8)  the Borrowers shall have delivered to the Lenders copies of
                    the final governing documentation (including, without
                    limitation, the purchase agreement) with respect to the
                    acquisition within twenty (20) days after the closing of the
                    acquisition; and

               (9)  the Borrowers shall have provided to the Lenders such other
                    documents reasonably requested by the Administrative Agent
                    in connection with such acquisition;

     (f)  intercompany loans and advances to a Wholly-Owned Subsidiary of any
Borrower if the following requirements are satisfied: (i) such Wholly-Owned
Subsidiary must be created solely for the purpose of consummating a Permitted
Acquisition under Section 11.4, (ii) such loan or advance must be made solely
for the purpose of consummating a Permitted Acquisition under Section 11.4 and
shall be made in compliance with Section 6.3(d) and (iii) the Borrowers and such
Wholly-Owned Subsidiary must comply with the Sections 6.3(d), 9.12, 9.13, 9.14
and 11.4; and

     (g)  Hedging Agreements permitted pursuant to Section 11.1.

     SECTION 11.5  Limitations on Mergers and Liquidation. Merge, consolidate or
enter into any similar combination with any other Person or liquidate, wind-up
or dissolve itself (or suffer any liquidation or dissolution) except:

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<PAGE>

     (a)  any Subsidiary Borrower may merge with another Subsidiary Borrower and
any Subsidiary of any Borrower (that is not then a Borrower) may merge with any
Borrower or any Wholly-Owned Subsidiary of any Borrower (that is not then a
Borrower);

     (b)  any Wholly-Owned Subsidiary may merge into the Person such
Wholly-Owned Subsidiary was formed to acquire in connection with an acquisition
permitted by Section 11.4(e); and

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

provided that, in each case noted above, (i) if a Borrower or the Company is
party to such transaction, such Borrower or the Company shall be the surviving
entity and (ii) no Default or Event of Default shall have occurred or be
continuing both before and after giving effect to such transaction.

     SECTION 11.6  Limitations on Sale of Assets. Convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, the sale of any receivables and leasehold
interests and any sale-leaseback or similar transaction), whether now owned or
hereafter acquired except:

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

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

     (c)  the transfer of assets to any Borrower or any Wholly-Owned Subsidiary
of any Borrower pursuant to Section 11.5(c);

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

     (e)  so long as no Default or Event of Default has occurred and is
continuing or would result therefrom, any other sale or disposition of assets by
any Borrower in the ordinary course of business in an aggregate amount not to
exceed $5,000,000 in any Fiscal Year;

     (f)  any other sale or disposition of assets by any Borrower in the
ordinary course of business; provided that the Net Cash Proceeds from each such
sale or disposition shall be applied to the mandatory repayment of the
Extensions of Credit in the manner set forth in Sections 4.4 and 2.6 hereof; and

     (g)  the disposition of any Hedging Agreement.

     SECTION 11.7  Limitations on Dividends, Distributions and Redemptions.
Declare or pay any dividends upon any of its capital stock; purchase, redeem,
retire or otherwise acquire, directly or indirectly, any shares of its capital
stock, or make any distribution of cash,

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<PAGE>

property or assets among the holders of shares of its capital stock, or, to the
extent that such change could reasonably be expected to have a Material Adverse
Effect, make any change in its capital structure; provided that:

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

     (b)  any Borrower or any Subsidiary thereof may pay cash dividends to any
Borrower;

     (c)  any Borrower or any Subsidiary thereof may reacquire shares of its
capital stock which have been placed into escrow in connection with an
acquisition and which are reacquired pursuant to an escrow or other
indemnification claim under the documentation governing such acquisition; and

     (d)  the Company may redeem certain shares of its capital stock and place
such shares in treasury for reissuance as partial consideration for future
Permitted Acquisitions; provided that the aggregate purchase price of the
capital stock redeemed by Company (including all fees and expenses related
thereto) shall not exceed $20,000,000.

     SECTION 11.8  Limitations on Exchange and Issuance of Capital Stock. Issue,
sell or otherwise dispose of any class or series of capital stock that, by its
terms or by the terms of any security into which it is convertible or
exchangeable, is, or upon the happening of an event or passage of time would be,
(a) convertible or exchangeable into Debt or (b) required to be redeemed or
repurchased, including at the option of the holder, in whole or in part, or has,
or upon the happening of an event or passage of time would have, a redemption or
similar payment due.

     SECTION 11.9  Transactions with Affiliates. Directly or indirectly (a)
make any loan or advance to, or purchase or assume any note or other obligation
to or from, any of its officers, directors, shareholders or other Affiliates, or
to or from any member of the immediate family of any of its officers, directors,
shareholders or other Affiliates, or subcontract any operations to any of its
Affiliates or (b) enter into, or be a party to, any other transaction not
described in clause (a) above with any of its Affiliates, except in each case
pursuant to the reasonable requirements of its business and upon fair and
reasonable terms that are fully disclosed to and approved in writing by the
Required Lenders prior to the consummation thereof and are no less favorable to
it than it would obtain in a comparable arm's length transaction with a Person
not its Affiliate.

     SECTION 11.10 Certain Accounting Changes; Organizational Documents.

     (a)  Change its Fiscal Year end, or make any change in its accounting
treatment and reporting practices except as required by GAAP; or

     (b)  Amend, modify or change its articles of incorporation (or corporate
charter or other similar organizational documents) or amend, modify or change
its bylaws (or other similar documents) in any manner adverse in any material
respect to the rights or interests of the Lenders.

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     SECTION 11.11 Amendments; Payments and Prepayments of Subordinated Debt.
Amend or modify (or permit the modification or amendment of) any of the terms or
provisions of any Subordinated Debt (unless such amendment or modification does
not, in the reasonable judgment of the Administrative Agent, adversely affect
the Lenders), or cancel or forgive, make any voluntary or optional payment or
prepayment on, make any other payment on (except, solely with respect to any
mandatory payment, as permitted by the subordination provisions applicable
thereto), purchase, redeem or acquire for value (including, without limitation,
by way of depositing with any trustee with respect thereto money or securities
before due for the purpose of paying when due) any Subordinated Debt; provided
that the Company may convert the Convertible Subordinated Notes to common stock
of Company (plus cash in lieu of fractional shares of common stock of the
Company) in accordance with the terms thereof.

     SECTION 11.12 Restrictive Agreements. Enter into any Debt (other than the
Subordinated Debt of the Company evidenced by the Existing Subordinated Notes)
which contains any negative pledge on assets or any covenants more restrictive
than the provisions of Articles VIII, IX and X hereof, or which restricts,
limits or otherwise encumbers its ability to incur Liens on or with respect to
any of its assets or properties other than the assets or properties securing
such Debt.

     SECTION 11.13 Impairment of Security Interests. Take or omit to take any
action, which action or omission might or would have the result of materially
impairing the security interests in favor of the Administrative Agent with
respect to the Collateral or grant to any Person (other than the Administrative
Agent for the benefit of itself and the Lenders pursuant to the Security
Documents) any interest whatsoever in the Collateral, except for Liens permitted
under Section 11.3 and asset sales permitted under Section 11.6.

                                   ARTICLE XII

                              DEFAULT AND REMEDIES

     SECTION 12.1  Events of Default. Each of the following shall constitute an
Event of Default, whatever the reason for such event and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment or order of any court or any order, rule or regulation of any
Governmental Authority or otherwise:

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

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

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

     (d)  Default in Performance of Certain Covenants. Any Borrower shall
default in the performance or observance of any covenant or agreement contained
in Sections 6.4, 8.1(a) or (b), 8.2, 8.5(e), 8.6, 9.1 or 9.12 or Articles X or
XI of this Agreement.

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

     (f)  Hedging Agreement. The Borrowers shall default in the performance or
observance of any terms, covenants, condition or agreement (after giving effect
to any applicable grace or cure period) under any Hedging Agreement involving
monetary liability of any Borrower in an amount in excess of $1,000,000 and such
default causes the termination of such Hedging Agreement or permits any
counterparty to such Hedging Agreement to terminate any such Hedging Agreement.

     (g)  Debt Cross-Default. Any Borrower or any Subsidiary thereof shall (i)
default in the payment of any Debt (other than the Notes or any Reimbursement
Obligation) the aggregate outstanding amount of which Debt is in excess of
$5,000,000 beyond the period of grace if any, provided in the instrument or
agreement under which such Debt was created, or (ii) default in the observance
or performance of any other agreement or condition relating to any Debt (other
than the Notes or any Reimbursement Obligation) the aggregate outstanding amount
of which Debt is in excess of $5,000,000 or contained in any instrument or
agreement evidencing, securing or relating thereto or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Debt (or a
trustee or agent on behalf of such holder or holders) to cause, with the giving
of notice if required, any such Debt to become due prior to its stated maturity
(any applicable grace period having expired).

     (h)  Other Cross-Defaults. Any Borrower or any Subsidiary thereof shall
default in the payment when due, or in the performance or observance, of any
obligation or condition of any Material Contract the result of which would
involve monetary liability in an amount in excess of $5,000,000 unless, but only
as long as, the existence of any such default is being contested by such
Borrower or such Subsidiary in good faith by appropriate proceedings and
adequate reserves in respect thereof have been established on the books of such
Borrower or such Subsidiary to the extent required by GAAP.

     (i)  Change in Control. (i) Any person or group of persons (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended)
shall obtain ownership or

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control in one or more series of transactions of (A) more than thirty-five
percent (35%) of the common stock or (B) more than thirty-five percent (35%) of
the voting power of the Company entitled to vote in the election of members of
the board of directors of the Company or (C) such lesser percentage of such
voting power of any Borrower which through its by-laws, a voting agreement or
otherwise entitles any such person or group of person to elect a majority of the
members of the board of directors of such Borrower, (ii) any Borrower (other
than the Company) shall fail to be a Wholly-Owned Subsidiary of the Company or
(iii) there shall have occurred under any indenture or other instrument
evidencing any Debt in excess of $5,000,000 any "change of control" (as defined
in such indenture or other evidence of Debt) obligating any Borrower to
repurchase, redeem or repay all or any part of such Debt or capital stock
provided for therein (any such event, a "Change in Control").

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

     (k)  Involuntary Bankruptcy Proceeding. A case or other proceeding shall
be commenced against any Borrower or any Subsidiary thereof in any court of
competent jurisdiction seeking (i) relief under the federal bankruptcy laws (as
now or hereafter in effect) or under any other laws, domestic or foreign,
relating to bankruptcy, insolvency, reorganization, winding up or adjustment of
debts, or (ii) the appointment of a trustee, receiver, custodian, liquidator or
the like for any Borrower or any Subsidiary thereof or for all or any
substantial part of their respective assets, domestic or foreign, and such case
or proceeding shall continue undismissed or unstayed for a period of sixty (60)
consecutive days, or an order granting the relief requested in such case or
proceeding (including, but not limited to, an order for relief under such
federal bankruptcy laws) shall be entered.

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

     (m)  Termination Event. The occurrence of any of the following events: (i)
any Borrower or any ERISA Affiliate fails to make full payment when due of all
amounts which, under the provisions of any Pension Plan or Section 412 of the
Code, any Borrower or any ERISA Affiliate is required to pay as contributions
thereto, (ii) an accumulated funding

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deficiency in excess of $5,000,000 occurs or exists, whether or not waived, with
respect to any Pension Plan, (iii) a Termination Event or (iv) any Borrower or
any ERISA Affiliate as employers under one or more Multiemployer Plan makes a
complete or partial withdrawal from any such Multiemployer Plan and the plan
sponsor of any such Multiemployer Plan notifies such withdrawing employer that
such employer has incurred a withdrawal liability requiring payments in an
amount exceeding $5,000,000.

     (n)  Judgment. A judgment or order for the payment of money which causes
the aggregate amount of all such judgments to exceed $5,000,000 in any Fiscal
Year shall be entered against any Borrower or any of Subsidiary thereof by any
court and such judgment or order shall continue undischarged or unstayed for a
period of thirty (30) days.

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

     SECTION 12.2  Remedies. Upon the occurrence of an Event of Default, with
the consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice to
the Borrowers:

     (a)  Acceleration; Termination of Facilities. Declare the principal of and
interest on the Loans, the Notes and the Reimbursement Obligations at the time
outstanding, and all other amounts owed to the Lenders and to the Administrative
Agent under this Agreement or any of the other Loan Documents (including,
without limitation, all L/C Obligations, whether or not the beneficiaries of the
then outstanding Letters of Credit shall have presented or shall be entitled to
present the documents required thereunder) and all other Obligations (other than
any Hedging Obligations), to be forthwith due and payable, whereupon the same
shall immediately become due and payable without presentment, demand, protest or
other notice of any kind, all of which are expressly waived, anything in this
Agreement or the other Loan Documents to the contrary notwithstanding, and
terminate the Credit Facility and any right of the Borrowers to request
borrowings or Letters of Credit thereunder; provided, that upon the occurrence
of an Event of Default specified in Section 12.1(j) or (k), the Credit Facility
shall be automatically terminated and all Obligations (other than any Hedging
Obligations) shall automatically become due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived,
anything in this Agreement or in any other Loan Document to the contrary
notwithstanding.

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

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Obligation shall have been satisfied and all other Obligations shall have been
paid in full, the balance, if any, in such cash collateral account shall be
returned to the Borrowers.

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

     SECTION 12.3  Rights and Remedies Cumulative; Non-Waiver; etc. The
enumeration of the rights and remedies of the Administrative Agent and the
Lenders set forth in this Agreement is not intended to be exhaustive and the
exercise by the Administrative Agent and the Lenders of any right or remedy
shall not preclude the exercise of any other rights or remedies, all of which
shall be cumulative, and shall be in addition to any other right or remedy given
hereunder or under the other Loan Documents or that may now or hereafter exist
in law or in equity or by suit or otherwise. No delay or failure to take action
on the part of the Administrative Agent or any Lender in exercising any right,
power or privilege shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
or shall be construed to be a waiver of any Event of Default. No course of
dealing between any Borrower, the Administrative Agent and the Lenders or their
respective agents or employees shall be effective to change, modify or discharge
any provision of this Agreement or any of the other Loan Documents or to
constitute a waiver of any Event of Default.

                                  ARTICLE XIII

                            THE ADMINISTRATIVE AGENT

     SECTION 13.1  Appointment. Each of the Lenders hereby irrevocably
designates and appoints Wachovia as Administrative Agent of such Lender under
this Agreement and the other Loan Documents for the term hereof and each such
Lender irrevocably authorizes Wachovia as Administrative Agent for such Lender,
to take such action on its behalf under the provisions of this Agreement and the
other Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of this Agreement
and such other Loan Documents, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement or such other Loan Documents, the Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein and
therein, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or the other Loan Documents or otherwise exist
against the Administrative Agent. Any reference to the Administrative Agent in
this Article XIII shall be deemed to refer to the Administrative Agent solely in
its capacity as Administrative Agent and not in its capacity as a Lender.

     SECTION 13.2  Delegation of Duties. The Administrative Agent may execute
any of its respective duties under this Agreement and the other Loan Documents
by or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to

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such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by the
Administrative Agent with reasonable care.

     SECTION 13.3  Exculpatory Provisions. Neither the Administrative Agent nor
any of its officers, directors, employees, agents, attorneys-in-fact,
Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or
omitted to be taken by it or such Person under or in connection with this
Agreement or the other Loan Documents (except for actions occasioned solely by
its or such Person's own gross negligence or willful misconduct), or (b)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any Borrower or any Subsidiary thereof or
any officer thereof contained in this Agreement or the other Loan Documents or
in any certificate, report, statement or other document referred to or provided
for in, or received by the Administrative Agent under or in connection with,
this Agreement or the other Loan Documents or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
the other Loan Documents or for any failure of any Borrower or any Subsidiary
thereof to perform its obligations hereunder or thereunder. The Administrative
Agent shall not be under any obligation to any Lender to ascertain or to inquire
as to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement, or to inspect the properties, books or records of
any Borrower or any Subsidiary thereof.

     SECTION 13.4  Reliance by the Administrative Agent. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any note, writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including, without limitation, counsel to the
Borrowers), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat the payee of
any Note as the owner thereof for all purposes unless such Note shall have been
transferred in accordance with Section 14.10 hereof. The Administrative Agent
shall be fully justified in failing or refusing to take any action under this
Agreement and the other Loan Documents unless it shall first receive such advice
or concurrence of the Required Lenders (or, when expressly required hereby or by
the relevant other Loan Document, all the Lenders) as it deems appropriate or it
shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action except for its own gross negligence or
willful misconduct. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
Notes in accordance with a request of the Required Lenders (or, when expressly
required hereby, all the Lenders), and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Notes.

     SECTION 13.5  Notice of Default. Except for any Default or Event of
Default under Section 12.1(a) or Section 12.1(b), the Administrative Agent shall
not be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default hereunder unless it has received notice from a Lender or the
Borrowers referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that

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the Administrative Agent receives such a notice, it shall promptly give notice
thereof to the Lenders. The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by
the Required Lenders (or, when expressly required hereby, all of the Lenders);
provided that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may, but shall not be obligated to take
such action, or refrain from taking such action with respect to such Default or
Event of Default as it shall deem advisable and in the best interests of the
Lenders, except to the extent other provisions of this Agreement expressly
require that any such action be taken or not be taken only with the consent and
authorization or the request of the Lenders or Required Lenders as applicable.

     SECTION 13.6  Non-Reliance on the Administrative Agent and Other Lenders.
Each Lender expressly acknowledges that neither the Administrative Agent nor any
of its respective officers, directors, employees, agents, attorneys-in-fact,
Subsidiaries or Affiliates has made any representations or warranties to it and
that no act by the Administrative Agent hereafter taken, including any review of
the affairs of the Borrowers or any of their Subsidiaries, shall be deemed to
constitute any representation or warranty by the Administrative Agent to any
Lender. Each Lender represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Borrowers and their Subsidiaries and made its own decision to make its Loans and
issue or participate in Letters of Credit hereunder and enter into this
Agreement. Each Lender also represents that it will, independently and without
reliance upon the Administrative Agent or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Borrowers and their Subsidiaries. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder or by the other Loan Documents, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, financial and other condition or creditworthiness of the Borrowers or
any of their Subsidiaries which may come into the possession of the
Administrative Agent or any of its respective officers, directors, employees,
agents, attorneys-in-fact, Subsidiaries or Affiliates.

     SECTION 13.7  Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such and (to the extent not reimbursed
by the Borrowers and without limiting the obligation of the Borrowers to do so),
ratably according to the respective amounts of their Revolving Credit Commitment
Percentages or Term Loan Percentages, as applicable, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any
time (including, without limitation, at any time following the payment of the
Notes or any Reimbursement Obligation) be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of this
Agreement or the other Loan Documents, or

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any documents, reports or other information provided to the Administrative Agent
or any Lender or contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or omitted by
the Administrative Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting solely from the Administrative
Agent's bad faith, gross negligence or willful misconduct. The agreements in
this Section 13.7 shall survive the payment of the Notes, any Reimbursement
Obligation and all other amounts payable hereunder and the termination of this
Agreement.

     SECTION 13.8  The Administrative Agent in Its Individual Capacity. The
Administrative Agent and its respective Subsidiaries and Affiliates may make
loans to, accept deposits from and generally engage in any kind of business with
any Borrower as though the Administrative Agent were not the Administrative
Agent hereunder. With respect to any Loans made or renewed by it and any Note
issued to it and with respect to any Letter of Credit issued by it or
participated in by it, the Administrative Agent shall have the same rights and
powers under this Agreement and the other Loan Documents as any Lender and may
exercise the same as though it were not the Administrative Agent, and the terms
"Lender" and "Lenders" shall include the Administrative Agent in its individual
capacity.

     SECTION 13.9  Resignation of the Administrative Agent; Successor
Administrative Agent. Subject to the appointment and acceptance of a successor
as provided below, the Administrative Agent may resign at any time by giving
notice thereof to the Lenders and the Borrowers. Upon any such resignation, the
Required Lenders shall have the right, with the consent of the Company, which
consent shall not be unreasonably withheld, to appoint a successor
Administrative Agent, which successor shall have minimum capital and surplus of
at least $500,000,000. If no successor Administrative Agent shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within thirty (30) days after the Administrative Agent's giving of notice of
resignation, then the Administrative Agent may, on behalf of the Lenders,
appoint a successor Administrative Agent, which successor shall have minimum
capital and surplus of at least $500,000,000. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder. After any retiring Administrative
Agent's resignation hereunder as Administrative Agent, the provisions of this
Section 13.9 shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Administrative Agent.

     SECTION 13.10 Documentation Agent and Syndication Agent. The Documentation
Agent and the Syndication Agent, in their respective capacities as documentation
and syndication agents, shall have no duties or responsibilities under this
Agreement or any other Loan Document.

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                                   ARTICLE XIV

                                  MISCELLANEOUS

     SECTION 14.1  Notices.

     (a)  Method of Communication. Except as otherwise provided in this
Agreement, all notices and communications hereunder shall be in writing (for
purposes hereof, the term "writing" shall include information in electronic
format such as electronic mail and internet web pages), or by telephone
subsequently confirmed in writing. Any notice shall be effective if delivered by
hand delivery or sent via electronic mail, posting on an internet web page,
telecopy, recognized overnight courier service or certified mail, return receipt
requested, and shall be presumed to be received by a party hereto (i) on the
date of delivery if delivered by hand, or sent by electronic mail, posting on
the Intralinks internet web page or any similar internet or intranet sites
(provided the recipients of such notice have been made specifically aware of the
posting of such notice by any other method permitted by this Section 14.1(a)) or
telecopy, (ii) on the next Business Day if sent by recognized overnight courier
service and (iii) on the third Business Day following the date sent by certified
mail, return receipt requested. A telephonic notice to the Administrative Agent
as understood by the Administrative Agent will be deemed to be the controlling
and proper notice in the event of a discrepancy with or failure to receive a
confirming written notice. Notwithstanding the foregoing, electronic mail and
internet websites may be used only to distribute routine communications, such as
financial statements and other information as provided in Section 8.1, and to
distribute Loan Documents for execution by the parties thereto, and may not be
effective for any other purpose.

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

     If to the Borrowers:   Global Imaging Systems, Inc.
                            3820 Northdale Boulevard
                            Suite 200A
                            Tampa, Florida  33624
                            Attention:  Ray Schilling
                                        Chief Financial Officer
                            Telephone:  (813) 960-5508
                            Telecopy:   (813) 264-7877
                            Email:      schillingr@global-imaging.com

     If to Wachovia as      Wachovia Bank, National Association
      Administrative        Charlotte Plaza, CP-8
      Agent:                201 South College Street
                            Charlotte, North Carolina 28288-0608
                            Attention:  Syndication Agency Services
                            Telephone:  (704) 374-2698
                            Telecopy:   (704) 383-0288
                            Email:      elizabeth.dunn@wachovia.com

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                            Wachovia Bank, National Association
                            One Wachovia Center, 5th Floor
                            301 South College Street
                            Charlotte, North Carolina 28288-0760
                            Attention:  Mark Felker
                            Telephone:  (704) 374-7074
                            Telecopy:   (704) 383-7611
                            Email:      mark.felker@wachovia.com

     If to any Lender:      To the address (including the email address)
                            set forth in the Register

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

     SECTION 14.2  Expenses; Indemnity. The Borrowers will (a) pay all
reasonable out-of-pocket expenses (including, without limitation, all costs of
electronic or internet distribution of any information hereunder) of the
Administrative Agent in connection with (i) the preparation, execution and
delivery of this Agreement and each other Loan Document, whenever the same shall
be executed and delivered, including without limitation all out-of-pocket
syndication and due diligence expenses and reasonable fees and disbursements of
counsel for the Administrative Agent and (ii) the preparation, execution and
delivery of any waiver, amendment or consent by the Administrative Agent or the
Lenders relating to this Agreement or any other Loan Document, including,
without limitation, reasonable fees and disbursements of counsel for the
Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the
Administrative Agent and each Lender actually incurred in connection with the
administration and enforcement of any rights and remedies of the Administrative
Agent and Lenders under the Credit Facility, including, without limitation, in
connection with any workout, restructuring, bankruptcy or similar preceding,
creating and perfecting Liens in favor of the Administrative Agent on behalf of
the Lenders pursuant to any Security Document, enforcing any Obligations of, or
collecting any payments due from, any Borrower by reason of an Event of Default
(including in connection with the sale of, collection from, or other realization
upon any of the Collateral), consulting with appraisers, accountants, engineers,
attorneys and other Persons concerning the nature, scope or value of any right
or remedy of the Administrative Agent or any Lender hereunder or under any other
Loan Document or any factual matters in connection therewith, which expenses
shall include without limitation the reasonable fees and disbursements of such
Persons, and (c) defend, indemnify and hold harmless the Administrative Agent
and the Lenders, and their respective parents, Subsidiaries, Affiliates,
employees, agents, trustees, advisors, officers and directors, from and against
any losses, penalties, fines, liabilities, settlements, damages, costs and
expenses, suffered by any such Person in connection with any claim,
investigation, litigation or other proceeding (whether or not the Administrative
Agent or any Lender is a party thereto) and the prosecution and defense thereof,
arising out of or in any way connected with the Agreement,

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any other Loan Document or any documents, reports or other information provided
to the Administrative Agent or any Lender or contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby, including,
without limitation, reasonable attorney's and consultant's fees, except to the
extent that any of the foregoing directly result from the gross negligence or
willful misconduct of the party seeking indemnification therefor.

     SECTION 14.3  Set-off. In addition to any rights now or hereafter granted
under Applicable Law and not by way of limitation of any such rights, upon and
after the occurrence of any Event of Default and during the continuance thereof,
the Lenders and any assignee or participant of a Lender in accordance with
Section 14.10 are hereby authorized by the Borrowers at any time or from time to
time, without notice to the Borrowers or to any other Person, any such notice
being hereby expressly waived, to set off and to appropriate and to apply any
and all deposits (general or special, time or demand, including, but not limited
to, indebtedness evidenced by certificates of deposit, whether matured or
unmatured) and any other indebtedness at any time held or owing by the Lenders,
or any such assignee or participant to or for the credit or the account of the
Borrowers against and on account of the Obligations irrespective of whether or
not (a) the Lenders shall have made any demand under this Agreement or any of
the other Loan Documents or (b) the Administrative Agent shall have declared any
or all of the Obligations to be due and payable as permitted by Section 12.2 and
although such Obligations shall be contingent or unmatured. Notwithstanding the
foregoing, each Lender agrees to notify the Company, on behalf of the Borrowers,
and the Administrative Agent after any such set-off and application; provided
that the failure to give such notice shall not affect the validity of such
set-off and application.

     SECTION 14.4  Governing Law. This Agreement, the Notes and the other Loan
Documents, unless otherwise expressly set forth therein, shall be governed by,
construed and enforced in accordance with the laws of the State of North
Carolina, without reference to the conflicts or choice of law principles
thereof.

     SECTION 14.5  Jurisdiction and Venue.

     (a)   Jurisdiction. The Borrowers hereby irrevocably consent to the
personal jurisdiction of the state and federal courts located in Mecklenburg
County, North Carolina (and any courts from which an appeal from any of such
courts must or may be taken), in any action, claim or other proceeding arising
out of any dispute in connection with this Agreement, the Notes and the other
Loan Documents, any rights or obligations hereunder or thereunder, or the
performance of such rights and obligations. The Borrowers hereby irrevocably
consent to the service of a summons and complaint and other process in any
action, claim or proceeding brought by the Administrative Agent or any Lender in
connection with this Agreement, the Notes or the other Loan Documents, any
rights or obligations hereunder or thereunder, or the performance of such rights
and obligations, on behalf of itself or its property, in the manner specified in
Section 14.1. Nothing in this Section 14.5 shall affect the right of the
Administrative Agent or any Lender to serve legal process in any other manner
permitted by Applicable Law or affect the right of the Administrative Agent or
any Lender to bring any action or proceeding against any Borrower or its
properties in the courts of any other jurisdictions.

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

     SECTION 14.6  Binding Arbitration; Waiver of Jury Trial.

     (a)  Binding Arbitration. Upon demand of any party, whether made before or
after institution of any judicial proceeding, any dispute, claim or controversy
arising out of, connected with or relating to this Agreement or any other Loan
Document ("Disputes"), between or among parties hereto and to the other Loan
Documents shall be resolved by binding arbitration as provided herein.
Institution of a judicial proceeding by a party does not waive the right of that
party to demand arbitration hereunder. Disputes may include, without limitation,
tort claims, counterclaims, claims brought as class actions, claims arising from
Loan Documents executed in the future, disputes as to whether a matter is
subject to arbitration, or claims concerning any aspect of the past, present or
future relationships arising out of or connected with the Loan Documents.
Arbitration shall be conducted under and governed by the Commercial Financial
Disputes Arbitration Rules (the "Arbitration Rules") of the American Arbitration
Association (the "AAA") and the Federal Arbitration Act. All arbitration
hearings shall be conducted in Charlotte, North Carolina. The expedited
procedures set forth in Rule 51, et seq. of the Arbitration Rules shall be
applicable to claims of less than $1,000,000. All applicable statutes of
limitations shall apply to any Dispute. A judgment upon the award may be entered
in any court having jurisdiction. Notwithstanding anything foregoing to the
contrary, any arbitration proceeding demanded hereunder shall begin within
ninety (90) days after such demand thereof and shall be concluded within one
hundred twenty (120) days after such demand. These time limitations may not be
extended unless a party hereto shows cause for extension and then such extension
shall not exceed a total of sixty (60) days. The panel from which all
arbitrators are selected shall be comprised of licensed attorneys selected from
the Commercial Financial Dispute Arbitration Panel of the AAA. The single
arbitrator selected for expedited procedure shall be a retired judge from the
highest court of general jurisdiction, state or federal, of the state where the
hearing will be conducted. The parties hereto do not waive any applicable
Federal or state substantive law except as provided herein. Notwithstanding the
foregoing, this paragraph shall not apply to any Hedging Agreement.

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

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

     SECTION 14.7  Reversal of Payments. To the extent any Borrower makes a
payment or payments to the Administrative Agent for the ratable benefit of the
Lenders or the Administrative Agent receives any payment or proceeds of the
collateral which payments or proceeds or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or proceeds repaid, the Obligations or part thereof
intended to be satisfied shall be revived and continued in full force and effect
as if such payment or proceeds had not been received by the Administrative
Agent.

     SECTION 14.8  Injunctive Relief; Punitive Damages.

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

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

     SECTION 14.9  Accounting Matters. All financial and accounting terms,
calculations, measurements and computations made for any purpose relating to
this Agreement, including, without limitation, all computations utilized by the
Borrowers or any of their Subsidiaries to determine compliance with any covenant
contained herein, shall, except as otherwise expressly contemplated hereby or
unless there is an express written direction by the Administrative Agent to the
contrary agreed to by the Borrowers, be performed or construed in

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accordance with GAAP as in effect on the Closing Date. In the event that changes
in GAAP shall be mandated by the Financial Accounting Standards Board, or any
similar accounting body of comparable standing, or shall be recommended by the
certified public accountants of the Borrowers, to the extent that such changes
would modify such accounting terms or the interpretation or computation thereof,
such changes shall be followed in defining such accounting terms only from and
after the date the Borrowers and the Lenders shall have amended this Agreement
to the extent necessary to reflect any such changes in the financial covenants
and other terms and conditions of this Agreement.

     SECTION 14.10 Successors and Assigns; Participations.

     (a)  Benefit of Agreement. This Agreement shall be binding upon and inure
to the benefit of the Borrowers, the Administrative Agent and the Lenders, all
future holders of the Notes, and their respective successors and assigns, except
that no Borrower shall assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of each Lender.

     (b)  Assignment by Lenders. Each Lender may, in the ordinary course of its
business and in accordance with Applicable Law, sell or assign to (1) any
Lender, any Affiliate of a Lender or, in the case of the Term Loans, any
Approved Fund and (2) with the consent of the Administrative Agent and, so long
as no Default or Event of Default has occurred and is continuing, the Company on
behalf of the Borrowers (provided that no such consents shall be required for
assignments of Term Loans by the Administrative Agent to an Eligible Assignee
that are completed within ten (10) Business Days of the Closing Date or the
Additional Term Loan Effective Date, as applicable), which consents shall not be
unreasonably withheld, assign to one or more other Eligible Assignees (any of
the foregoing assignees or purchasers, a "Purchasing Lender") all or a portion
of its interests, rights and obligations under this Agreement and the other Loan
Documents (including, without limitation, all or a portion of the Extensions of
Credit at the time owing to it and the Notes held by it); provided that:

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

          (ii)  if less than all of the assigning Lender's Revolving Credit
     Commitment or Term Loan Commitment, as applicable, is to be assigned, (A)
     the Revolving Credit Commitment so assigned shall not be less than
     $1,000,000 and (B) the Term Loan Commitment and/or the Term Loans so
     assigned shall not be less than $1,000,000 (or any lesser amount otherwise
     agreed to by the Administrative Agent and the Borrowers); provided that no
     minimum assignment amount shall be applicable with respect to any
     assignment made to an existing Lender, to an Affiliate thereof, or (with
     respect to any Term Loan) to an Approved Fund;

          (iii) the Purchasing Lender shall have delivered to the Administrative
     Agent all United States Internal Revenue Service Forms required pursuant to
     Section 5.11(e) and all of the parties to each such assignment shall
     execute and deliver to the Administrative

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     Agent, for its acceptance and recording in the Register, an Assignment and
     Acceptance substantially in the form of Exhibit G attached hereto (an
     "Assignment and Acceptance"), together with (to the extent requested by any
     Purchasing Lender) any Note or Notes subject to such assignment;

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

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

          (vi)  the assigning Lender shall pay to the Administrative Agent an
     assignment fee of $3,500 upon the execution by such Lender of the
     Assignment and Acceptance; provided that no such fee shall be payable upon
     any assignment by a Lender to an Affiliate thereof; and provided further
     that, in any case of contemporaneous assignments by a Lender (including a
     group of affiliated Lenders that are funds managed by the same investment
     advisor) to a single assignee or more than one fund managed by the same
     investment advisor (which funds are not then Lenders hereunder), only a
     single $3,500 fee shall be payable for all such contemporaneous
     assignments.

Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, (A) the Purchasing
Lender thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereby
and (B) the Lender thereunder shall, to the extent provided in such assignment,
be released from its obligations under this Agreement.

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

     (d)  Register. The Administrative Agent shall maintain a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders and the amount of the Extensions of
Credit with respect to each Lender from time to time (the "Register"). The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrowers, the Administrative Agent and the Lenders may treat each
person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrowers at any reasonable time and from time to time upon reasonable prior
notice.

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     (e)  Issuance of New Notes. Upon its receipt of an Assignment and
Acceptance executed by an assigning Lender and a Purchasing Lender together with
any Note or Notes (if applicable) subject to such assignment and (if applicable)
the written consent to such assignment, the Administrative Agent shall, if such
Assignment and Acceptance has been completed and is substantially in the form of
Exhibit G:

     (i)   accept such Assignment and Acceptance;

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

     (iii) give prompt notice thereof to the Borrowers; and

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

Within five (5) Business Days after receipt of notice, the Borrowers shall
execute and deliver to the Administrative Agent, in exchange for the surrendered
Note or Notes, a new Note or Notes to the order of the Purchasing Lender (to the
extent requested thereby) in amounts equal to the Revolving Credit Commitment or
the Term Loan Commitment, as applicable, assumed by it pursuant to such
Assignment and Acceptance and a new Note or Notes to the order of the assigning
Lender (to the extent requested thereby) in an amount equal to the Revolving
Credit Commitment or the Term Loan Commitment, as applicable, retained by it
hereunder. Such new Note or Notes shall be in an aggregate principal amount
equal to the aggregate principal amount of such surrendered Note or Notes, shall
be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of the assigned Notes delivered to the
assigning Lender. Each surrendered Note or Notes shall be canceled and returned
to the Company on behalf of the Borrowers. Notwithstanding anything in this
Agreement to the contrary, any Lender which has not been issued a Note or Notes
hereunder may at any time deliver a written request for a Note or Notes to the
Administrative Agent and the Company. Within five (5) Business Days after
receipt of notice (unless otherwise agreed to by such Lender), the Borrowers
shall execute and deliver to the Administrative Agent, a Note or Notes (as
applicable) to the order of such Lender in amounts equal to the Revolving Credit
Commitment or the Term Loan Commitment, as applicable, of such Lender. Upon
receipt thereby, the Administrative Agent shall promptly deliver such Note or
Notes to such Lender.

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

     (i)   such Lender's obligations under this Agreement (including, without
limitation, its Revolving Credit Commitment and/or its Term Loan Commitment)
shall remain unchanged;

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

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

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

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

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

     The Borrowers agree that each Participant shall be entitled to the benefits
of Section 5.7, Section 5.8, Section 5.9, Section 5.10, Section 5.11 and Section
14.3 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section 14.10; provided that a
Participant shall not be entitled to receive any greater payment under Section
5.7, Section 5.8, Section 5.9, Section 5.10, Section 5.11 and Section 14.3 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 Borrowers' prior written consent and such
Participant shall have delivered to the Administrative Agent all United States
Internal Revenue Service Forms required pursuant to Section 5.11(e).

     (g)  Disclosure of Information; Confidentiality. The Administrative Agent
and the Lenders shall hold all non-public information with respect to the
Borrowers obtained pursuant to the Loan Documents (or any Hedging Agreement with
a Lender or the Administrative Agent) in accordance with their customary
procedures for handling confidential information; provided, that the
Administrative Agent may disclose information relating to this Agreement to Gold
Sheets and other similar bank trade publications, such information to consist of
deal terms and other information customarily found in such publications and
provided further, that the Administrative Agent or any Lender may disclose any
such information to the extent such disclosure (i) is required by law or
requested or required pursuant to any legal process, (ii) is requested by, or
required to be disclosed to, any rating agency, or regulatory or similar
authority (including, without limitation, the National Association of Insurance
Commissioners), (iii) is used in any suit, action or proceeding for the purpose
of defending itself, reducing its liability or protecting

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any of its claims, rights, remedies or interests under or in connection with the
Loan Documents (or any Hedging Agreement with a Lender or the Administrative
Agent) or (iv) relates to the "tax treatment" or "tax structure" (in each case
within the meaning of Treasury Regulation Section 1.6011-4) of the transactions
contemplated hereby and all materials of any kind (including opinions or other
tax analyses) that are provided to the Administrative Agent or such Lender
relating to such tax treatment or tax structure. Any Lender may, in connection
with any assignment, proposed assignment, participation or proposed
participation pursuant to this Section 14.10, disclose to the Purchasing Lender,
the proposed Purchasing Lender, the Participant, the proposed Participant or any
direct or indirect contractual counterparty in swap agreements or such
contractual counterparty's professional advisor, any information relating to the
Borrowers furnished to such Lender by or on behalf of the Borrowers; provided,
that prior to any such disclosure, each such Purchasing Lender, proposed
Purchasing Lender, Participant, proposed Participant, contractual counterparty
or professional advisor shall agree to be bound by the provisions of this
Section 14.10(g).

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

     SECTION 14.11 Amendments, Waivers and Consents. Except as set forth below
or as specifically provided in any Loan Document, any term, covenant, agreement
or condition of this Agreement or any of the other Loan Documents may be amended
or waived by the Lenders, and any consent given by the Lenders, if, but only if,
such amendment, waiver or consent is in writing signed by the Required Lenders
(or by the Administrative Agent with the consent of the Required Lenders) and
delivered to the Administrative Agent and, in the case of an amendment, signed
by the Company, on behalf of itself and the other Borrowers; provided, that in
addition no amendment, waiver or consent shall:

          (a)   (i) increase the Revolving Credit Commitment of any Lender, (ii)
     reduce the rate of interest or fees payable on any Revolving Credit Loan or
     Reimbursement Obligation, (iii) reduce or forgive the principal amount of
     any Revolving Credit Loan or the amount of any Reimbursement Obligation,
     (iv) extend the originally scheduled time or times of payment of the
     principal of any Revolving Credit Loan or Reimbursement Obligation or the
     time or times of payment of interest on any Revolving Credit Loan or
     Reimbursement Obligation or any fee or commission with respect thereto
     (including, without limitation, the Revolving Credit Maturity Date), (v)
     permit any subordination of the principal or interest on any Revolving
     Credit Loan or Reimbursement Obligation or (vi) extend the time of the
     obligation of the Lenders to make or issue or participate in Letters of
     Credit, in any case, without the written consent of each Lender holding
     Revolving Credit Loans or a Revolving Credit Commitment;

          (b)   (i) increase the Term Loan Commitment of any Lender, (ii) reduce
     the rate of interest or fees payable on any Term Loan, (iii) reduce or
     forgive the principal amount of

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     any Term Loan, (iv) permit any subordination of the principal or interest
     on any Term Loan or (v) extend the originally scheduled time or times of
     payment of the principal of any Term Loan or the time or times of payment
     of interest on any Term Loan or any fee or commission with respect thereto
     (including, without limitation, the Term Loan Maturity Date), in any case,
     without the written consent of each Lender holding a Term Loan or a Term
     Loan Commitment;

          (c)   (i) release any Borrower from its Obligations (other than
     Hedging Obligations) hereunder or under any other Loan Document, (ii)
     permit any assignment (other than as specifically permitted or contemplated
     in this Agreement) of any of the Borrower's rights and obligations
     hereunder or under any other Loan Document, (iii) release any material
     portion of the Collateral or release any Security Document (other than the
     release of any Collateral pursuant to asset sales permitted pursuant to
     Section 11.6 and as otherwise specifically permitted or contemplated in
     this Agreement or the applicable Security Document, which release shall not
     require the consent of the Administrative Agent or any Lender), (iv) amend
     or waive any provision of this Agreement relating to prepayments or the
     allocation thereof, (v) amend or waive the provisions of Sections 9.12,
     9.13 or 9.14 hereof, (vi) amend the provisions of Section 5.4 with respect
     to the pro rata treatment of payments, or Section 5.5 with respect to the
     order of application of proceeds or (vii) amend the provisions of this
     Section 14.11 or the definition of Required Lenders, without the prior
     written consent of each Lender.

In addition, no amendment, waiver or consent to the provisions of (a) Article
XIII shall be made without the written consent of the Administrative Agent and
(b) Article III (as it relates to the L/C Facility) without the written consent
of the Issuing Lenders.

     SECTION 14.12  Performance of Duties. The obligations of the Borrowers
under this Agreement and each of the Loan Documents shall be performed by the
Borrowers at their sole cost and expense.

     SECTION 14.13  All Powers Coupled with Interest. All powers of attorney and
other authorizations granted to the Lenders, the Administrative Agent and any
Persons designated by the Administrative Agent or any Lender pursuant to any
provisions of this Agreement or any of the other Loan Documents shall be deemed
coupled with an interest and shall be irrevocable so long as any of the
Obligations remain unpaid or unsatisfied, any of the Commitments remain in
effect or the Credit Facility has not been terminated.

     SECTION 14.14  Survival of Indemnities. Notwithstanding any termination of
this Agreement, the indemnities to which the Administrative Agent and the
Lenders are entitled under the provisions of this Article XIV and any other
provision of this Agreement and the Loan Documents shall continue in full force
and effect and shall protect the Administrative Agent and the Lenders against
events arising after such termination as well as before.

     SECTION 14.15  Titles and Captions. Titles and captions of Articles,
Sections and subsections in, and the table of contents of, this Agreement are
for convenience only, and neither limit nor amplify the provisions of this
Agreement.

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     SECTION 14.16  Severability of Provisions. Any provision of this Agreement
or any other Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating the remainder of
such provision or the remaining provisions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.

     SECTION 14.17  Counterparts; Facsimile Signatures.

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

     (b)  A facsimile, telecopy or other reproduction of this Agreement may be
executed by one or more parties hereto, and an executed copy of this Agreement
may be delivered by one or more parties hereto by facsimile or similar
instantaneous electronic transmission device pursuant to which the signature of
or on behalf of such party can be seen, and such execution and delivery shall be
considered valid, binding and effective for all purposes. At the request of any
party hereto, all parties hereto agree to execute an original of this Agreement
as well as any facsimile, telecopy or other reproduction hereof.

     SECTION 14.18  Company as Agent for the Borrowers. The Borrowers hereby
irrevocably appoint and authorize the Company (i) to provide the Administrative
Agent with all notices with respect to Extensions of Credit obtained for the
benefit of any Borrower and all other notices and instructions under this
Agreement and the other Loan Documents and (ii) to take such action on behalf of
the Borrowers as the Company deems appropriate on its behalf to obtain
Extensions of Credit and to exercise such other powers as are reasonably
incidental to carry out the purposes of this Agreement and the other Loan
Documents.

     SECTION 14.19  Obligations Joint and Several; Contribution.

     (a)  The Borrowers shall be jointly and severally liable for the
Obligations, however incurred. References to the Borrowers with respect to the
Obligations or any portion thereof shall mean each Borrower on a joint and
several basis.

     (b)  To the extent any Borrower is required, by reason of its Obligations
hereunder, to pay to the Administrative Agent or any Lender or to any other
Borrower an amount greater than the amount of the Extensions of Credit actually
made available to or for the account of such Borrower, such Borrower shall have
an enforceable right of contribution and indemnity against the remaining
Borrowers, and the remaining Borrowers shall be jointly and severally liable to
such Borrower, for repayment of the full amount of such excess payment. Such
Borrower shall be subrogated to any and all rights of the Administrative Agent
and the Lenders against the remaining Borrowers to the extent of such excess
payment. The rights of any Borrower to contribution, subrogation and indemnity
under this Section 14.19 or under Applicable Law shall in all events and all
respects be subject and subordinate to the rights of the Administrative Agent

                                       99

<PAGE>

and the Lenders under this Agreement and the other Loan Documents and subject to
the prior full, final and indefeasible payment to the Administrative Agent and
the Lenders of all Obligations.

     (c)  Notwithstanding anything to the contrary in this Agreement, the
amount of any Borrower's obligations under this Section 14.19 shall in all
events be limited to, but not in excess of, the maximum amount thereof not
subject to avoidance or recovery by operation of Applicable Law governing
bankruptcy, reorganization, receivership, arrangement, adjustment of debts,
relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances
or other similar laws (including, without limitation, 11 U.S.C. Section546,
Section547, Section548, Section550 and other "avoidance" provisions of Title
11 of the United States Code) applicable at any time to such Borrower and this
Agreement.

     SECTION 14.20  Term of Agreement. This Agreement shall remain in effect
from the Closing Date through and including the date upon which all Obligations
shall have been paid and satisfied in full. The Administrative Agent is hereby
permitted to release all Liens on the Collateral in favor of the Administrative
Agent, for the ratable benefit of itself and the Lenders, upon repayment of the
outstanding principal of and all accrued interest on the Loans, payment of all
outstanding fees and expenses hereunder and the termination of the Lender's
Commitments. No termination of this Agreement shall affect the rights and
obligations of the parties hereto arising prior to such termination or in
respect of any provision of this Agreement which survives such termination.

     SECTION 14.21  Advice of Counsel. Each of the parties represents to each
other party hereto that it has discussed this Agreement with its counsel.

     SECTION 14.22  No Strict Construction. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement.

     SECTION 14.23  Inconsistencies with Other Documents; Independent Effect of
Covenants.

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

     (b)  The Borrowers expressly acknowledge and agree that each covenant
contained in Articles IX, X, or XI hereof shall be given independent effect.
Accordingly, the Borrowers shall not engage in any transaction or other act
otherwise permitted under any covenant contained in

                                      100

<PAGE>

Articles IX, X, or XI if, before or after giving effect to such transaction or
act, the Borrowers shall or would be in breach of any other covenant contained
in Articles IX, X, or XI.

                           [Signature Pages To Follow]



                                      101

<PAGE>

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

                                        BORROWERS:

                                        GLOBAL IMAGING SYSTEMS, INC.


                                        By:      /s/  Raymond Schilling
                                           -------------------------------------
                                                    Raymond Schilling
                                                CFO, Senior Vice President,
                                                 Treasurer and  Secretary


                                        GLOBAL OPERATIONS TEXAS, L.P.


                                        By:  Global Imaging Systems, Inc.
                                        Its: General Partner


                                        By:      /s/  Raymond Schilling
                                           -------------------------------------
                                                    Raymond Schilling
                                               CFO, Senior Vice President,
                                               Treasurer and Secretary of
                                                     such Borrower

                  [Signatures Continued on the Following Page]



Second Amended and Restated Credit Agreement]

<PAGE>

                                        BORROWERS:

                                        GLOBAL IMAGING OPERATIONS, LLC,
                                        GLOBAL IMAGING FINANCE COMPANY, LLC,
                                        AMERICAN PHOTOCOPY EQUIPMENT
                                        COMPANY OF PITTSBURGH, LLC,
                                        BERNEY OFFICE SOLUTIONS, LLC,
                                        BUSINESS EQUIPMENT UNLIMITED,
                                        CAMERON OFFICE PRODUCTS, LLC,
                                        CONNECTICUT BUSINESS SYSTEMS, LLC,
                                        CONWAY OFFICE PRODUCTS, LLC,
                                        COPY SERVICE AND SUPPLY, INC.,
                                        DUPLICATING SPECIALTIES, INC.,
                                        EASTERN COPY PRODUCTS, LLC,
                                        ELECTRONIC SYSTEMS, INC.,
                                        ELECTRONIC SYSTEMS OF RICHMOND, INC.,
                                        QUALITY BUSINESS SYSTEMS, INC.,
                                        SOUTHERN BUSINESS COMMUNICATIONS, INC.,
                                        CARR BUSINESS SYSTEMS, INC.,
                                        CAPITOL OFFICE SOLUTIONS, LLC,
                                        DISTINCTIVE BUSINESS PRODUCTS, INC.,
                                        LEWAN & ASSOCIATES, INC.,
                                        PROVIEW, INC.,
                                        CENTRE BUSINESS PRODUCTS, INC.,
                                        DANIEL COMMUNICATIONS, INC.,
                                        OFFICE TECH, LLC,
                                        COLUMN OFFICE EQUIPMENT, INC.,
                                        PACIFIC OFFICE SOLUTIONS, INC.,
                                        AVPRESENTATIONS, INC.,
                                        ECOM-DIVISION, INC.,
                                        N&L ENTERPRISES, LLC,
                                        NORTHEAST COPIER SYSTEMS, LLC,
                                        ARIZONA OFFICE TECHNOLOGIES, INC.,
                                        COMMERCIAL EQUIPMENT COMPANY,
                                        MODERN BUSINESS MACHINES, LLC


                                        By:       /s/  Raymond Schilling
                                           -------------------------------------
                                                     Raymond Schilling
                                                  See Attached Schedule A

                  [Signatures Continued On The Following Page]

[Second Amended and Restated Credit Agreement]

<PAGE>

                                        AGENTS AND LENDERS:

                                        WACHOVIA BANK, NATIONAL
                                        ASSOCIATION (formerly known
                                        as First Union National
                                        Bank), as Administrative
                                        Agent and as Lender


                                        By:        /s/  Mark B. Felker
                                           -------------------------------------
                                                    Mark B. Felker
                                                   Managing Director

                  [Signatures Continued On The Following Page]



[Second Amended and Restated Credit Agreement]

<PAGE>

                                        GENERAL ELECTRIC CAPITAL
                                        CORPORATION, as Syndication Agent and as
                                        Lender


                                        By:       /s/  Fridolf A. Hanson
                                           -------------------------------------
                                                    Fridolf A. Hanson
                                               Its Duly Authorized Signatory

                  [Signatures Continued On The Following Page]



[Second Amended and Restated Credit Agreement]

<PAGE>

                                        SUNTRUST BANK, as Documentation Agent
                                        and as Lender


                                        By:        /s/  Karen Copeland
                                           -------------------------------------
                                                     Karen Copeland
                                                     Vice President

                  [Signatures Continued On The Following Page]



[Second Amended and Restated Credit Agreement]

<PAGE>

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Lender


                                        By:         /s/  Robert Lozano
                                           -------------------------------------
                                                     Robert Lozano
                                                   First Vice President

                  [Signatures Continued On The Following Page]



[Second Amended and Restated Credit Agreement]

<PAGE>

                                        FLEET NATIONAL BANK, as Lender


                                        By:      /s/  Stephen M. Curran
                                           -------------------------------------
                                                   Stephen M. Curran
                                                       Director

                  [Signatures Continued On The Following Page]



[Second Amended and Restated Credit Agreement]

<PAGE>

                                        BANK LEUMI USA, as Lender


                                        By:      /s/  Joung Hee Hong
                                           -------------------------------------
                                                   Joung Hee Hong
                                                   Vice President

                  [Signatures Continued On The Following Page]



[Second Amended and Restated Credit Agreement]

<PAGE>

                                        RAYMOND JAMES BANK, FSB, as Lender


                                        By:      /s/  William C. Beiler
                                           -------------------------------------
                                                   William C. Beiler
                                                Executive Vice President


[Second Amended and Restated Credit Agreement]