EXECUTION COPY

                  AMENDMENT  AGREEMENT  dated  as of  December  19,  2003  (this
"Agreement"),  to the Amended and Restated Credit  Agreement dated as of October
21,  2002  (the  "Existing  Credit  Agreement"),   among  ANTEON   INTERNATIONAL
CORPORATION,  a Delaware  corporation (the "Borrower"),  ANTEON  CORPORATION,  a
Virginia corporation (together with the Borrower, the "Borrowers"),  the lenders
party thereto (the  "Existing  Lenders"),  CREDIT  SUISSE FIRST  BOSTON,  acting
through  its Cayman  Islands  branch,  as issuing  bank (in such  capacity,  the
"Existing  Issuing Bank") and as  administrative  agent for the Existing Lenders
(in such capacity,  the "Existing  Administrative  Agent"), and CITIZENS BANK OF
PENNSYLVANIA,  as swingline  lender (in such capacity,  the "Existing  Swingline
Lender") and as collateral agent for the Existing Lenders.


                  Capitalized  terms used but not  defined  herein  (except  for
capitalized terms that expressly relate to the Existing Credit Agreement,  which
shall have the meanings given them in the Existing Credit  Agreement) shall have
the meanings given them in the Amended and Restated  Credit  Agreement  attached
hereto as Exhibit A (the "Restated Credit Agreement").

                  Pursuant  to  the  Existing  Credit  Agreement,  the  Existing
Lenders,  the Existing  Issuing Bank and each other Issuing Bank thereunder have
extended, and have agreed to extend, credit to the Borrowers.

                  The Borrowers  have  requested  that (a) the Term Lenders make
Term Loans to the Borrowers on the Restatement  Date (as defined  below),  in an
aggregate  principal  amount of  $150,000,000,  (b) the Revolving Credit Lenders
under the Existing Credit  Agreement (the "Existing  Revolving  Lenders") extend
the Revolving  Credit Maturity Date under the Existing  Credit  Agreement to the
date specified in the Restated  Credit  Agreement and (c) Bank of America,  N.A.
("Bank of  America")  act as the  administrative  agent for the Lenders (in such
capacity,  the "New  Administrative  Agent")  and as the  issuing  bank (in such
capacity,  the "New Issuing Bank") and, in its capacity as the New Issuing Bank,
issue Letters of Credit, in an aggregate face amount at any time outstanding not
in excess of $20,000,000.

                  The Term  Lenders  are  willing  to make the Term Loans to the
Borrowers on the Restatement Date, the Existing Revolving Lenders (as determined
on the  Restatement  Date,  after giving effect to the assignments and purchases
provided  for  herein)  are  willing to approve  the  Borrowers'  request for an
extension  of the  Revolving  Credit  Maturity  Date under the  Existing  Credit
Agreement to the date specified in the Restated  Credit  Agreement,  and Bank of
America is willing to act as the New Administrative Agent and as the New Issuing
Bank and, in its capacity as the New Issuing  Bank,  to issue Letters of Credit,
in each  case  subject  to the terms and  conditions  set forth in the  Restated
Credit Agreement.

                  The Existing  Revolving  Lenders set forth on Schedule 1 under
the caption "Departing Revolving Lenders"  (collectively,  the "Assignors") wish
to  assign  all of their  interests  in the  Revolving  Credit  Commitments  and
outstanding  Revolving Loans under the Existing Credit  Agreement to the lenders
set forth on Schedule 1 hereto under the caption "Additional  Revolving Lenders"
(the "Additional  Revolving  Lenders") and to certain of the Existing  Revolving
Lenders set forth on Schedule 1 hereto under the caption  "Continuing  Revolving
Lenders" (all the Existing Revolving Lenders under such caption, the "Continuing
Revolving  Lenders"),  and such  Lenders  (collectively,  the  "Assignees")  are
willing to accept such assignments.

                  The Borrowers and the Restatement Required Lenders (as defined
below) desire to amend and restate the Existing Credit  Agreement in the form of
the Restated  Credit  Agreement to, among other things,  set forth the terms and
conditions  under which the Lenders will make the Loans to the  Borrowers and to
make certain other amendments thereto.

                  The amendment and restatement of the Existing Credit Agreement
evidenced by the Restated Credit Agreement is subject to the satisfaction of the
conditions precedent to effectiveness  referred to in Section 9 hereof and shall
become effective as provided in Section 15 hereof.

Accordingly, the parties hereto hereby agree as follows:

SECTION  1.  Assignments.  (a) On and as of the  Restatement  Date,  each of the
Assignors  shall sell,  assign and  transfer,  and each of the  Assignees  shall
purchase  and assume,  in each case  without  recourse,  such  interests in each
Assignor's rights and obligations under the Existing Credit Agreement (including
such Assignor's Revolving Credit Commitment and the outstanding  Revolving Loans
owing to it) in each case as shall be  necessary  in order  that,  after  giving
effect to all such assignments and purchases,  the Revolving Credit  Commitments
and the Revolving Loans will be held by the Continuing Revolving Lenders and the
Additional  Revolving  Lenders ratably in accordance with their Revolving Credit
Commitments as set forth on Schedule 2.01 to the Restated Credit Agreement. Each
of the Assignees  purchasing interests of any type under this Section 1 shall be
deemed to have purchased  such  interests from each of the Assignors  ratably in
accordance  with the amounts of such  interests sold by them. The purchase price
for each such  assignment and purchase  shall equal the principal  amount of the
Revolving Loans under the Existing Credit Agreement so purchased.

(b) On the Restatement  Date, (i) each Assignee shall pay the purchase price for
the  interests  purchased by it pursuant to paragraph (a) above by wire transfer
of immediately  available funds, not later than 12:00 (noon) New York City time,
to such  account  as the New  Administrative  Agent  shall  designate  for  such
purpose,  and (ii) the New Administrative Agent shall promptly thereafter pay to
each Assignor,  out of the amounts received by the New Administrative Agent from
each Assignee pursuant to clause (i) above, the purchase price for the interests
assigned by it pursuant to paragraph (a) above by wire  transfer of  immediately
available funds.

(c) Each of the Assignors and the Assignees  hereby makes and agrees to be bound
by all the  representations,  warranties  and  agreements  set forth in  Section
9.04(c) of the Existing  Credit  Agreement  (in the case of the  Assignors)  and
Section 9.04(c) of the Restated Credit Agreement (in the case of the Assignees),
a copy of which has been received by each such party (and all references in such
Sections to the Assignment  and  Acceptance  shall be deemed to be references to
this Agreement).

(d) If and to the extent required under the Existing Credit  Agreement,  each of
the Borrowers, the Existing Administrative Agent, the Existing Swingline Lender,
the Existing  Issuing Bank,  each other  Issuing Bank under the Existing  Credit
Agreement,  the Assignors and the Assignees  hereby  consents to the assignments
and  purchases  provided for in paragraphs  (a) and (b) above,  and the Existing
Administrative  Agent hereby accepts the  assignments  provided for in paragraph
(a) above in accordance with Section  9.04(e) of the Existing  Credit  Agreement
and waives the processing and  recordation  fees due to it under Section 9.04(b)
of the Existing  Credit  Agreement in connection  therewith.  From and after the
Restatement  Date,  (i) each  Assignee  shall be a party to the Restated  Credit
Agreement  and,  to the  extent  of the  interest  assigned  to it  pursuant  to
paragraph (a) above, shall have the rights and obligations of a Lender under the
Restated  Credit  Agreement and (ii) each Assignor  shall cease to be a party to
the Existing Credit Agreement and shall be released from all further obligations
thereunder  and  shall  have no  further  rights  to or  interest  in any of the
Collateral;  provided, however, that each Assignor shall continue to be entitled
to the benefits of Sections  2.14,  2.16,  2.20 and 9.05 of the Existing  Credit
Agreement as in effect immediately prior to the Restatement Date.

(e) On the Restatement Date, the Borrowers shall pay each Assignor,  through the
New  Administrative  Agent, any and all Fees under the Existing Credit Agreement
accrued for its account as of such date and not yet paid.

SECTION 2. Matters  Relating to the Issuing Bank. (a) The Existing  Issuing Bank
hereby resigns as the Issuing Bank under the Existing  Credit  Agreement and the
New Issuing Bank is hereby appointed,  and hereby accepts such  appointment,  as
the Issuing Bank under the Restated Credit Agreement, in each case, effective as
of and subject to the  occurrence of the  Restatement  Date.  From and after the
Restatement Date, the Existing Issuing Bank shall have no further  obligation to
issue Letters of Credit; provided, however, that the Existing Issuing Bank shall
continue to be entitled to the benefits of Sections  2.14,  2.20 and 9.05 of the
Existing  Credit  Agreement as in effect  immediately  prior to the  Restatement
Date. From and after the Restatement Date, (i) the New Issuing Bank shall become
the  Issuing  Bank  under the  Restated  Credit  Agreement  and the  other  Loan
Documents and (ii)  references in such other Loan Documents to the term "Issuing
Bank"  shall be deemed to refer to the New  Issuing  Bank,  except as  otherwise
contemplated  by the term "Issuing Bank" in Section 1.01 of the Restated  Credit
Agreement.

(b) The  Borrowers  shall use their  commercially  reasonable  efforts to ensure
that, on or prior to the  Restatement  Date, all Letters of Credit issued by the
Existing  Issuing Bank and outstanding  under the Existing Credit Agreement (the
"Outstanding  Letters of Credit") be returned to the  Existing  Issuing Bank for
cancelation.  On the Restatement Date, the New Issuing Bank shall issue a Letter
of Credit  (the  "Replacement  Letter of  Credit") to and for the benefit of the
Existing  Issuing  Bank, in form and substance  reasonably  satisfactory  to the
Existing  Issuing Bank and in a face amount equal to the maximum  aggregate face
amount of all  Outstanding  Letters of Credit  that have not been  returned  for
cancelation  pursuant to the  immediately  preceding  sentence (the  "Continuing
Letters  of  Credit").   The  Borrowers  hereby  request  the  issuance  of  the
Replacement Letter of Credit by the New Issuing Bank.

(c) On the Restatement  Date, the Borrowers shall pay the Existing  Issuing Bank
and the Existing  Revolving  Lenders all Issuing Bank Fees and L/C Participation
Fees,  respectively,  accrued under the Existing Credit  Agreement in respect of
the  Outstanding  Letters  of Credit as of such date and not yet paid.  Upon the
delivery to, and  acceptance  by, the Existing  Issuing Bank of the  Replacement
Letter of Credit,  the  Borrowers'  obligations to pay Issuing Bank Fees and L/C
Participation  Fees to the  Existing  Issuing  Bank and the  Existing  Revolving
Lenders,  respectively,  and the  Lenders'  obligations  to  participate  in L/C
Disbursements,  in each case in  respect  of the  Continuing  Letters of Credit,
shall cease.

SECTION  3.  Matters  Relating  to  the   Administrative   Agent.  The  Existing
Administrative  Agent  hereby  resigns  as the  Administrative  Agent  under the
Existing Credit Agreement,  effective as of and subject to the occurrence of the
Restatement  Date. The Required  Lenders  hereby appoint the New  Administrative
Agent as the Administrative  Agent under the Restated Credit Agreement,  and the
New  Administrative  Agent hereby accepts,  and the Borrowers hereby consent to,
such  appointment,  effective  as of  and  subject  to  the  occurrence  of  the
Restatement Date. Upon its resignation,  the Existing Administrative Agent shall
be  discharged  from its  duties  and  obligations  under  the  Existing  Credit
Agreement;  provided, however, that the provisions of Sections 2.20 and 9.05 and
Article VIII of the Existing Credit Agreement (as in effect immediately prior to
the Restatement Date) 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 the
Administrative  Agent under the Existing  Credit  Agreement.  From and after the
Restatement Date, (i) the New  Administrative  Agent shall be the Administrative
Agent under the Restated Credit  Agreement and the other Loan Documents and (ii)
references in such other Loan Documents to the term "Administrative Agent" shall
be deemed to refer to the New Administrative Agent.

SECTION 4.  Amendment and  Restatement  of the Existing  Credit  Agreement.  The
Borrowers and the  Restatement  Required  Lenders agree that the Existing Credit
Agreement  (including  all exhibits and schedules  thereto) shall be amended and
restated on the Restatement  Date such that, on the Restatement  Date, the terms
set forth in Exhibit A hereto  shall  replace the terms of the  Existing  Credit
Agreement.  As used in the Restated  Credit  Agreement,  the terms  "Agreement",
"this  Agreement",  "herein",  "hereinafter",  "hereto",  "hereof"  and words of
similar import shall,  unless the context  otherwise  requires,  mean,  from and
after the replacement of the terms of the Existing Credit Agreement by the terms
of the Restated Credit Agreement, the Restated Credit Agreement.

SECTION  5.  Commitments;   Termination;  Agreements.  (a)  On  and  as  of  the
Restatement  Date, the Commitment of each Revolving  Credit Lender and each Term
Lender shall be as set forth on Schedule 2.01 to the Restated Credit Agreement.

(b)  Subject  to the  terms and  conditions  set  forth in the  Restated  Credit
Agreement,  each Term Lender agrees,  severally and not jointly,  to make a Term
Loan to the  Borrowers  on the  Restatement  Date in a  principal  amount not to
exceed its Term Loan Commitment.

(c) On the Restatement  Date, the Borrowers shall repay all Existing Term Loans,
together with accrued  interest  thereon,  with a portion of the proceeds of the
Term Loans (the "Term Loan  Repayment").  Upon the Borrowers' making of the Term
Loan  Repayment,  each of the Term  Lenders (as defined in the  Existing  Credit
Agreement, the "Existing Term Lenders"),  other than those lenders that are Term
Lenders, shall cease to be a party to the Existing Credit Agreement and shall be
released  from all  further  obligations  thereunder  and shall  have no further
rights to or interest in any of the  Collateral;  provided,  however,  that each
Existing  Term Lender shall  continue to be entitled to the benefits of Sections
2.14,  2.16,  2.20  and  9.05 of the  Existing  Credit  Agreement  as in  effect
immediately prior to the Restatement Date.

(d) On the  Restatement  Date,  upon the  effectiveness  of the Restated  Credit
Agreement,  (i) each  Revolving  Loan  outstanding  under  the  Existing  Credit
Agreement  shall be deemed to be a  Revolving  Loan  under the  Restated  Credit
Agreement and (ii) each Swingline  Loan  outstanding  under the Existing  Credit
Agreement  shall be deemed to be a  Swingline  Loan  under the  Restated  Credit
Agreement,  and the amount of the unused Revolving Credit  Commitments  shall be
adjusted  accordingly.  In order to facilitate the  assignments  provided for in
Section 1 hereof,  the Borrowers shall ensure that, on the Restatement Date, all
outstanding  Revolving  Loans  under  the  Existing  Credit  Agreement  shall be
maintained as ABR Revolving Loans thereunder.

SECTION 6. Representations and Warranties. To induce the other parties hereto to
enter into this  Agreement,  the Borrowers  represent and warrant to each of the
other parties hereto,  that, at the time of and immediately  after giving effect
to this Agreement,  (a) the representations and warranties  contained in Article
III of the Restated  Credit  Agreement  and in each other Loan Document are true
and correct in all material  respects on and as of the date hereof with the same
effect as though  made on and as of the date  hereof,  except to the extent such
representations  and warranties  expressly relate to an earlier date, and (b) no
Event of Default or Default has occurred and is continuing.

SECTION 7. Fees. The Borrowers agree to pay to each Additional  Revolving Lender
and each Continuing  Revolving  Lender that executes and delivers a copy of this
Agreement to the Existing  Administrative  Agent (or its counsel) at or prior to
12:00  (noon),  New York City  time,  on  December  19,  2003,  through  the New
Administrative  Agent, an amendment fee (collectively,  the "Amendment Fees") in
an amount equal to 0.375% of the Revolving  Credit  Commitment  (whether used or
unused) of such  Lender on the  Restatement  Date,  after  giving  effect to the
assignments  and purchases  provided for in Section 1 hereof and as set forth on
Schedule 2.01 to the Restated  Credit  Agreement.  The  Amendment  Fees shall be
payable in full, in immediately  available funds, on the Restatement  Date. Once
paid, none of such fees shall be refundable under any circumstances.

SECTION 8. Release of Inactive  Subsidiaries.  (a) The Borrower  represents  and
warrants  to each of the other  parties  hereto that each  Subsidiary  listed on
Schedule 2 hereto  (collectively,  the "Released  Subsidiaries")  is an Inactive
Subsidiary,  disregarding,  for the  purpose of  determining  the status of such
Subsidiary  as an  Inactive  Subsidiary,  any  Indebtedness  of such  Subsidiary
created under the Loan Documents.

(b) On the Restatement Date, (i) each Released Subsidiary shall be released from
its  obligations  under  the  Subsidiary  Guarantee  Agreement  as a  Subsidiary
Guarantor  and  shall  cease  to be a  party  thereto  and  (ii)  each  Released
Subsidiary shall be released from its obligations  under the Security  Agreement
and the  Pledge  Agreement,  and  shall  cease  to be a party  thereto,  and the
Security  Interest (as defined in the Security  Agreement) in the Collateral (as
defined in the Security Agreement) of such Released Subsidiary shall be released
and terminated (the actions set forth in clauses (i) and (ii) collectively,  the
"Release").  The Collateral Agent, the New Administrative  Agent and each of the
Required Restatement Lenders hereby consent to the Release.

(c) The Borrower  acknowledges  its  obligation  pursuant to Section 5.11 of the
Restated Credit Agreement to cause any Domestic  Subsidiary that ceases to be an
Inactive  Subsidiary  to  execute  the  Subsidiary  Guarantee   Agreement,   the
Indemnity,  Subrogation and Contribution  Agreement,  the Pledge Agreement,  the
Security  Agreement and each other applicable  Security Document in favor of the
Collateral Agent.

SECTION 9. Conditions to the Effectiveness of the Restated Credit Agreement. The
Restated Credit Agreement shall become  effective on the date (the  "Restatement
Date") on which each of the  conditions  in Section 4.02 of the Restated  Credit
Agreement is satisfied or waived.

SECTION 10. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 11. No Novation.  Neither this  Agreement nor the  effectiveness  of the
Restated Credit  Agreement  shall  extinguish the obligations for the payment of
money  outstanding  under the Existing Credit  Agreement or discharge or release
the Lien or priority of any Loan Document or any other security  therefor or any
guarantee  thereof,  except as expressly provided for herein with respect to the
Term Loan Repayment and the Release. Nothing herein contained shall be construed
as a substitution or novation of the Obligations  outstanding under the Existing
Credit  Agreement or instruments  guaranteeing or securing the same, which shall
remain in full force and  effect,  except as modified  hereby or by  instruments
executed concurrently herewith.  Nothing expressed or implied in this Agreement,
the Restated  Credit  Agreement  or any other  document  contemplated  hereby or
thereby  shall be  construed as a release or other  discharge  of the  Borrowers
under the Existing  Credit  Agreement  or the  Borrowers or any other Loan Party
under any Loan Document (as defined in the Existing  Credit  Agreement) from any
of its obligations and liabilities thereunder. The Existing Credit Agreement and
each of the other Loan Documents (as defined in the Existing  Credit  Agreement)
shall  remain in full force and effect,  until and except as modified  hereby or
thereby in connection  herewith or therewith.  This Agreement shall constitute a
Loan Document for all purposes of the Existing Credit Agreement and the Restated
Credit Agreement.

SECTION 12. Notices. All notices hereunder shall be given in accordance with the
provisions of Section 9.01 of the Restated Credit Agreement.

SECTION 13. Counterparts. This Agreement may be executed in counterparts (and by
different  parties  hereto  on  different  counterparts),  each of  which  shall
constitute an original but all of which when taken together  shall  constitute a
single  contract,  and shall become  effective as provided in Section 15 hereof.
Delivery  of  an  executed   signature  page  to  this  Agreement  by  facsimile
transmission  shall be as effective as delivery of a manually signed counterpart
of this Agreement.

SECTION  14.  Headings.  Section  headings  used herein are for  convenience  of
reference  only,  are not  part  of this  Agreement  and are not to  affect  the
construction  of,  or to be  taken  into  consideration  in  interpreting,  this
Agreement.

SECTION 15. Effectiveness;  Amendment.  This Agreement shall become effective as
of the date set  forth  above on the date on which the  Existing  Administrative
Agent (or its counsel) shall have received  counterparts of this Agreement that,
when taken together,  bear the signatures of the Borrower,  Anteon, the Existing
Issuing Bank, the New Issuing Bank, the Existing  Administrative  Agent, the New
Administrative Agent, the Existing Swingline Lender and the Restatement Required
Lenders. As used herein, the term "Restatement  Required Lenders" shall mean (a)
each Continuing  Revolving Lender, (b) each Additional  Revolving Lender and (c)
each Term Lender. This Agreement may not be amended nor may any provision hereof
be waived except pursuant to a writing signed by each of the parties hereto.

<PAGE>


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

                                    Anteon International Corporation,
                                                 By

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



                                    Anteon Corporation,
                                                 By

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



                                    BANK OF AMERICA,  N.A.,
                                    individually and as New Administrative Agent
                                    and New Issuing Bank,

                                                 By

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




                                    CREDIT SUISSE FIRST BOSTON,
                                    acting  through its Cayman  Islands  branch,
                                    individually and as Existing  Administrative
                                    Agent and Existing Issuing Bank,

                                                 By

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


                                                 By

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




<PAGE>





                  SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF DECEMBER 19,
                  2003 TO THE ANTEON INTERNATIONAL CORPORATION CREDIT AGREEMENT

                                    CITIZENS BANK OF PENNSYLVANIA,
                                    individually   and  as  Existing   Swingline
                                    Lender and Issuing  Bank under the  Existing
                                    Credit Agreement,

                                                 By

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





<PAGE>



                                    Name of Lender:

                                                 By

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







<PAGE>


                                                                      Schedule 1



Continuing Revolving Lenders


Bank of America, N.A.

Citizens Bank of Pennsylvania

General Electric Capital Corporation

Riggs Bank N.A.

Branch Banking and Trust Company

Chevy Chase Bank, F.S.B.

Manufacturers and Traders Trust Company


Departing Revolving Lenders


Fleet National Bank

PNC Bank NA

Deutsche Bank AG New York and/or Cayman Islands Branches

Transamerica Business Capital Corporation

UniCredito Italiano New York Branch

Credit Suisse First Boston


Additional Revolving Lenders


US Bank N.A.

Wachovia Bank, National Association



<PAGE>


                                                                      Schedule 2
Inactive Subsidiaries

Butler Property Holdings, Inc.
CITI-SIUSS LLC
South Texas Ship Repair, Inc.


<PAGE>


                                                                       EXHIBIT A


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


                      AMENDED AND RESTATED CREDIT AGREEMENT


                         dated as of December 19, 2003,


                                      among


                        ANTEON INTERNATIONAL CORPORATION,


                               ANTEON CORPORATION,


                            THE LENDERS NAMED HEREIN,


                             BANK OF AMERICA, N.A.,
                             as Administrative Agent


                                       and


                         CITIZENS BANK OF PENNSYLVANIA,
                               as Collateral Agent

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


                           CREDIT SUISSE FIRST BOSTON
                                       and
                         BANC OF AMERICA SECURITIES LLC,
                  as Joint Lead Arrangers and Joint Bookrunners


                           CREDIT SUISSE FIRST BOSTON,
                              as Syndication Agent


                          WACHOVIA CAPITAL MARKETS, LLC

                                       and

                                  U.S. BANCORP,

                           as Co-Documentation Agents

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




<PAGE>

<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                                                      Page

                                    ARTICLE I

                                   Definitions

<S>     <C>                                                                                             <C>
SECTION 1.01.  Defined Terms.............................................................................2
SECTION 1.02.  Terms Generally..........................................................................29
SECTION 1.03.  Classification of Loans and Borrowings...................................................30
SECTION 1.04.  Joint and Several Obligations............................................................30
</TABLE>
<TABLE>
<CAPTION>

                                             ARTICLE II

                                   The Credits


<S>     <C>                                                                                            <C>
SECTION 2.01.  Commitments..............................................................................30
SECTION 2.02.  Loans....................................................................................31
SECTION 2.03.  Borrowing Procedure......................................................................32
SECTION 2.04.  Evidence of Debt; Repayment of Loans.....................................................33
SECTION 2.05.  Fees.....................................................................................34
SECTION 2.06.  Interest on Loans........................................................................35
SECTION 2.07.  Default Interest.........................................................................35
SECTION 2.08.  Alternate Rate of Interest...............................................................36
SECTION 2.09.  Termination and Reduction of Commitments.................................................36
SECTION 2.10.  Conversion and Continuation of  Borrowings...............................................36
SECTION 2.11.  Repayment of Term Borrowings.............................................................38
SECTION 2.12.  Prepayment...............................................................................38
SECTION 2.13.  Mandatory Prepayments....................................................................39
SECTION 2.14.  Reserve Requirements; Change in  Circumstances...........................................40
SECTION 2.15.  Change in Legality.......................................................................41
SECTION 2.16.  Indemnity................................................................................42
SECTION 2.17.  Pro Rata Treatment.......................................................................43
SECTION 2.18.  Sharing of Setoffs.......................................................................43
SECTION 2.19.  Payments.................................................................................44
SECTION 2.20.  Taxes....................................................................................44
SECTION 2.21.  Assignment of Commitments Under Certain Circumstances; Duty to Mitigate..................46
SECTION 2.22.  Swingline Loans..........................................................................48
SECTION 2.23.  Letters of Credit........................................................................49
SECTION 2.24.  Increase in Term Loan Commitments........................................................54
SECTION 2.25.  Increase in Revolving Credit Commitments.................................................55
</TABLE>
<TABLE>
<CAPTION>

                                   ARTICLE III

                                   Representations and Warranties

<S>     <C>                                                                                            <C>
SECTION 3.01.  Organization; Powers.....................................................................57
SECTION 3.02.  Authorization............................................................................57
SECTION 3.03.  Enforceability...........................................................................57
SECTION 3.04.  Governmental Approvals; Contracts........................................................57
SECTION 3.05.  Financial Statements.....................................................................58
SECTION 3.06.  No Material Adverse Change...............................................................58
SECTION 3.07.  Title to Properties; Possession Under Leases.............................................59
SECTION 3.08.  Subsidiaries.............................................................................59
SECTION 3.09.  Litigation; Compliance with Laws.........................................................59
SECTION 3.10.  Agreements...............................................................................59
SECTION 3.11.  Federal Reserve Regulations..............................................................59
SECTION 3.12.  Investment Company Act; Public Utility Holding Company Act...............................59
SECTION 3.13.  Use of Proceeds..........................................................................60
SECTION 3.14.  Tax Returns..............................................................................60
SECTION 3.15.  No Material Misstatements................................................................60
SECTION 3.16.  Employee Benefit Plans...................................................................60
SECTION 3.17.  Environmental Matters....................................................................61
SECTION 3.18.  Insurance................................................................................62
SECTION 3.19.  Security Documents.......................................................................62
SECTION 3.20.  Location of Real Property................................................................62
SECTION 3.21.  Labor Matters............................................................................62
SECTION 3.22.  Solvency.................................................................................63
SECTION 3.23.  Ranking..................................................................................63
SECTION 3.24.  Certain Treasury Regulation Matters......................................................63
</TABLE>
<TABLE>
<CAPTION>

                                             ARTICLE IV

                              Conditions of Lending

<S>     <C>                                                                                            <C>
SECTION 4.01.  All Credit Events........................................................................63
SECTION 4.02.  Restatement Date.........................................................................64
</TABLE>
<TABLE>
<CAPTION>

                                    ARTICLE V

                              Affirmative Covenants

<S>     <C>                                                                                            <C>
SECTION 5.01.  Existence; Businesses and Properties.....................................................67
SECTION 5.02.  Insurance................................................................................67
SECTION 5.03.  Obligations and Taxes....................................................................68
SECTION 5.04.  Financial Statements, Reports, etc.......................................................68
SECTION 5.05.  Litigation and Other Notices.............................................................71
SECTION 5.06.  Employee Benefits........................................................................72
SECTION 5.07.  Maintaining Records; Access to Properties and Inspections................................72
SECTION 5.08.  Use of Proceeds..........................................................................72
SECTION 5.09.  Compliance with Environmental Laws.......................................................72
SECTION 5.10.  Preparation of Environmental Reports.....................................................72
SECTION 5.11.  Further Assurances.......................................................................73
SECTION 5.12.  Certain Treasury Regulation Matters......................................................74
</TABLE>
<TABLE>
<CAPTION>

                                             ARTICLE VI

                                         Negative Covenants

<S>     <C>                                                                                            <C>
SECTION 6.01.  Indebtedness.............................................................................74
SECTION 6.02.  Liens 75
SECTION 6.03.  Sale and Lease-Back Transactions.........................................................77
SECTION 6.04.  Investments, Loans and Advances..........................................................77
SECTION 6.05.  Mergers, Consolidations, Sales of Assets and Acquisitions................................80
SECTION 6.06.  Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends....80
SECTION 6.07.  Transactions with Affiliates.............................................................81
SECTION 6.08.  Capital Expenditures.....................................................................82
SECTION 6.09.  Interest Coverage Ratio..................................................................82
SECTION 6.10.  Fixed Charge Coverage Ratio..............................................................82
SECTION 6.11.  Maximum Leverage Ratio...................................................................82
SECTION 6.12.  Senior Leverage Ratio....................................................................82
SECTION 6.13.  Asset Coverage Ratio.....................................................................82
SECTION 6.14.  Limitation on Modifications of Indebtedness; Modifications of Certificate of
                     Incorporation, By-laws and Certain Other Agreements, etc...........................82
SECTION 6.15.  Limitation on Creation of Subsidiaries...................................................83
SECTION 6.16.  Business.................................................................................84
SECTION 6.17.  Designated Senior Indebtedness...........................................................84
SECTION 6.18.  Fiscal Year..............................................................................84
SECTION 6.19.  Maintenance of Accounts..................................................................84
</TABLE>
<TABLE>
<CAPTION>

                                   ARTICLE VII

                                Events of Default


                                  ARTICLE VIII

                The Administrative Agent and the Collateral Agent


                                   ARTICLE IX

                                  Miscellaneous

<S>     <C>                                                                                            <C>
SECTION 9.01.  Notices..................................................................................90
SECTION 9.02.  Survival of Agreement....................................................................91
SECTION 9.03.  Binding Effect...........................................................................91
SECTION 9.04.  Successors and Assigns...................................................................92
SECTION 9.05.  Expenses; Indemnity......................................................................96
SECTION 9.06.  Right of Setoff..........................................................................97
SECTION 9.07.  Applicable Law...........................................................................97
SECTION 9.08.  Waivers; Amendment.......................................................................97
SECTION 9.09.  Interest Rate Limitation.................................................................98
SECTION 9.10.  Entire Agreement.........................................................................99
SECTION 9.11.  Waiver of Jury Trial.....................................................................99
SECTION 9.12.  Severability.............................................................................99
SECTION 9.13.  Counterparts............................................................................100
SECTION 9.14.  Headings................................................................................100
SECTION 9.15.  Jurisdiction; Consent to Service of Process.............................................100
SECTION 9.16.  Confidentiality.........................................................................100
SECTION 9.17.  Effect of Restatement...................................................................101
SECTION 9.18.  U.S.A. Patriot Act Notice...............................................................102
</TABLE>



Schedules

Schedule 1.01(a)  Existing Letters of Credit
Schedule 1.01(b)  Subsidiary Guarantors
Schedule 2.01     Lenders and Commitments
Schedule 3.04(b)  Government Contracts
Schedule 3.08     Subsidiaries
Schedule 3.09     Litigation
Schedule 3.17     Environmental Matters
Schedule 3.18     Insurance
Schedule 3.19(b)  UCC Filing Offices
Schedule 3.20     Real Property Owned in Fee
Schedule 6.01     Outstanding Indebtedness on Restatement Date
Schedule 6.02     Liens Existing on Restatement Date
Schedule 6.04(m)  Investments Existing on Restatement Date

Exhibits

Exhibit A         Form of Administrative Questionnaire
Exhibit B         Form of Assignment and Acceptance
Exhibit C         Form of Borrowing Request
Exhibit D         Amended and Restated  Indemnity,  Subrogation and Contribution
                  Agreement, as supplemented
Exhibit E         Amended and Restated Pledge Agreement, as supplemented
Exhibit F         Amended and Restated Security Agreement, as supplemented
Exhibit G-1       Amended  and  Restated  Subsidiary  Guarantee  Agreement,   as
                  supplemented
Exhibit G-2       Form of Reaffirmation of Guarantee and Security Documents
Exhibit H-1       Form of  Restatement  Date  Opinion of Paul,  Weiss,  Rifkind,
                  Wharton & Garrison LLP
Exhibit H-2       Form of  Restatement  Date Opinion of Curtis L. Schehr,  Esq.,
                  General Counsel of the Borrowers
Exhibit I         Form of Compliance Certificate
Exhibit J         Form of Subordination Provisions
Exhibit K         Form of Solvency Certificate
Exhibit L         Form of Acknowledgment, Waiver and Consent of Minority Owner
Exhibit M         First Restatement Date Perfection Certificate


<PAGE>



                                    AMENDED AND RESTATED CREDIT  AGREEMENT dated
                           as of December 19, 2003,  among ANTEON  INTERNATIONAL
                           CORPORATION, a Delaware corporation (the "Borrower"),
                           ANTEON CORPORATION,  a Virginia corporation ("Anteon"
                           and,  together with the Borrower,  the  "Borrowers"),
                           the  LENDERS  (as  defined  in  Article  I),  BANK OF
                           AMERICA,  N.A.  ("Bank of America"),  as issuing bank
                           (in  such  capacity,   the  "Issuing  Bank")  and  as
                           administrative   agent  for  the   Lenders  (in  such
                           capacity,  the "Administrative  Agent"), and CITIZENS
                           BANK OF PENNSYLVANIA  ("Citizens Bank"), as swingline
                           lender (in such capacity, the "Swingline Lender") and
                           as   collateral   agent  for  the  Lenders  (in  such
                           capacity, the "Collateral Agent").


                  The  Borrowers,  certain  lenders party thereto (the "Existing
Lenders"),  Credit  Suisse First Boston,  as issuing bank and as  administrative
agent,  and Citizens  Bank,  as swingline  lender and as collateral  agent,  are
parties to that certain Credit  Agreement  dated as of June 23, 1999, as amended
and restated as of October 21, 2002 (as so amended and  restated,  the "Existing
Credit Agreement")  pursuant to which, (a) the Existing Lenders (i) made Tranche
A Term Loans (as defined in the Existing  Credit  Agreement,  the "Existing Term
Loans") (of which  approximately  $18,400,000 in aggregate  principal  amount is
outstanding  as of the  Restatement  Date (such term and each other  capitalized
term used but not defined  herein having the meaning given it in Article I)) and
(ii) extended credit or agreed to extend credit in the form of Revolving  Loans,
in an  aggregate  principal  amount  at any time  outstanding  not in  excess of
$200,000,000,  (b) the  Swingline  Lender agreed to extend credit in the form of
Swingline Loans, in an aggregate principal amount at any time outstanding not in
excess of  $20,000,000,  and (c) the  issuing  bank  thereunder  agreed to issue
letters of credit,  in an aggregate face amount at any time  outstanding  not in
excess of $25,000,000.

                  The Borrowers  have  requested  that (a) the Term Lenders make
Term Loans to the Borrowers on the  Restatement  Date in an aggregate  principal
amount of  $150,000,000,  (b) the Revolving  Credit Lenders extend the Revolving
Credit Maturity Date under the Existing  Credit  Agreement to the date specified
herein and agree to make  Revolving  Loans to the Borrowers at any time and from
time to time prior to the Revolving Credit Maturity Date specified herein, in an
aggregate   principal   amount  at  any  time   outstanding  not  in  excess  of
$200,000,000,  and (c) Bank of America agree to act as the Administrative  Agent
for the  Lenders and as the  Issuing  Bank and,  in its  capacity as the Issuing
Bank, agree to issue Letters of Credit,  in an aggregate face amount at any time
outstanding not in excess of $20,000,000.

                  Each of the Term Lenders, the Revolving Credit Lenders and the
Issuing  Bank is willing to extend  such  credit to the  Borrowers,  and Bank of
America is willing to act as the Administrative Agent, in each case on the terms
and subject to the  conditions  set forth  herein.  Citizens  Bank is willing to
continue to act as the Collateral  Agent and as the Swingline Lender and, in its
capacity as the Swingline  Lender,  to continue to make  Swingline  Loans to the
Borrowers  at any time  and from  time to time  prior  to the  Revolving  Credit
Maturity Date specified  herein,  in an aggregate  principal  amount at any time
outstanding not in excess of $20,000,000.

                  The  proceeds of the Term Loans will be used by the  Borrowers
on the  Restatement  Date  solely (a) to accept for payment  the  Existing  Term
Loans,  together with accrued interest  thereon,  (b) to finance the Debt Tender
Offer, (c) to pay fees and expenses incurred in connection with the Transactions
and (d) for general corporate purposes.  The proceeds of the Revolving Loans and
the Swingline Loans will be used by the Borrowers  solely for general  corporate
purposes,  including  Permitted  Acquisitions.  Letters  of Credit  will be used
solely to support  payment  obligations,  performance  guarantees  and bid bonds
incurred by the Borrower and the  Subsidiaries in the conduct of their business.
The proceeds of any Incremental  Term Loans will be used by the Borrowers solely
to finance Permitted Acquisitions and to pay related fees and expenses.

                  The Borrowers and the Restatement  Required  Lenders desire to
amend and restate the  Existing  Credit  Agreement  in the form hereof to, among
other things,  set forth the terms and  conditions  under which the Lenders will
make the Loans to the Borrowers and to make certain other amendments thereto.

                  The amendment and restatement of the Existing Credit Agreement
evidenced by this Agreement shall become  effective as provided in the Amendment
Agreement.

                  Accordingly, the parties hereto agree as follows:

                                    ARTICLE I
                                   Definitions

                  SECTION 1.01.  Defined Terms. As used in this  Agreement,  the
following terms shall have the meanings specified below:

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

                  "Account"  shall mean any right to  payment  for goods sold or
leased or for services rendered, whether or not earned by performance.

                  "Account Debtor" shall mean, with respect to any Account,  the
obligor with respect to such Account.

                  "Acquired Entity" shall have the meaning assigned to such term
in Section 6.04(i).

                  "Adjusted   LIBO  Rate"  shall  mean,   with  respect  to  any
Eurodollar  Borrowing  for any  Interest  Period,  an  interest  rate per  annum
(rounded upwards, if necessary,  to the next 1/16 of 1%) equal to the product of
(a) the LIBO Rate in effect for such Interest Period and (b) Statutory Reserves.

                  "Administrative Agent Fees" shall have the meaning assigned to
such term in Section 2.05(b).

                  "Administrative  Questionnaire"  shall mean an  Administrative
Questionnaire  in the form of Exhibit  A, or such other form as may be  supplied
from time to time by the Administrative Agent.

                  "Affiliate"  shall mean, when used with respect to a specified
person,  another  person  that  directly,  or  indirectly  through  one or  more
intermediaries, Controls or is Controlled by or is under common Control with the
person specified; provided, however, that for purposes of Section 6.07, the term
"Affiliate"  shall also include any person that directly or indirectly  owns 10%
or more of any class of Equity  Interests of the person  specified or that is an
officer or director of the person specified.

                  "Agents"   shall  mean  the   Administrative   Agent  and  the
Collateral Agent.

                  "Aggregate Revolving Credit Exposure" shall mean the aggregate
amount of the Lenders' Revolving Credit Exposures.

                  "Alternate  Base Rate" shall mean,  for any day, a fluctuating
rate per annum (rounded upwards, if necessary,  to the next 1/16 of 1%) equal to
the  greater  of (a) the Prime  Rate in  effect on such day and (b) the  Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. If for any reason the
Administrative  Agent  shall  have  determined  (which  determination  shall  be
conclusive  absent  manifest  error) that it is unable to ascertain  the Federal
Funds  Effective Rate for any reason,  including the inability or failure of the
Administrative  Agent to obtain  sufficient  quotations in  accordance  with the
terms of the  definition  thereof,  the Alternate  Base Rate shall be determined
without regard to clause (b) of the preceding  sentence until the  circumstances
giving rise to such inability no longer exist.  Any change in the Alternate Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be  effective  on the  effective  date of such  change in the Prime  Rate or the
Federal Funds Effective Rate, respectively.

                  "Amendment Agreement" shall mean the Amendment Agreement dated
as of the date of this  Agreement,  among other things,  effecting the amendment
and restatement of the Existing Credit Agreement.

                  "Applicable   Percentage"  shall  mean  (except  as  otherwise
provided in the Incremental  Term Loan Assumption  Agreement with respect to any
Incremental  Term Loan),  for any day, (a) with respect to any  Eurodollar  Term
Loan,  2.00%, (b) with respect to any ABR Term Loan, 0.75%, and (c) with respect
to  any  Eurodollar  Revolving  Loan  or  ABR  Revolving  Loan,  the  applicable
percentage set forth below under the caption  "Eurodollar  Revolving  Spread" or
"ABR Revolving Spread", as the case may be, based upon the Leverage Ratio as set
forth in the most recent Compliance  Certificate  delivered  pursuant to Section
5.04(f)  (provided that from the Restatement Date to the date of the delivery to
the  Administrative  Agent of the financial  statements  and related  Compliance
Certificate required by Section 5.04(a) and Section 5.04(f),  respectively,  the
Leverage  Ratio  shall  be  deemed  to be in  Category  3 for  the  purposes  of
determining the Applicable  Percentage;  and provided  further that if financial
statements  and a  Compliance  Certificate  with  respect to the  fourth  fiscal
quarter in any year  satisfying the  requirements  of Sections  5.04(b) and (f),
respectively,  shall be  delivered  to the  Administrative  Agent within 60 days
after the end of such fiscal quarter, then from the fifth Business Day following
the date on which such financial  statements and such Compliance  Certificate is
so delivered  until the relevant  date of  determination  following  such fiscal
quarter end the Applicable  Percentage shall be based upon the Leverage Ratio as
set forth in such Compliance Certificate):


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

                              Eurodollar Revolving
             Leverage Ratio                  Spread        ABR Revolving Spread
--------------------------------------- ---------------- ----------------------

Category 1                                   2.75%               1.50%
----------

Greater than 3.50 to 1.00
--------------------------------------- ---------------- ----------------------

Category 2                                   2.50%               1.25%
----------

Greater  than  3.00 to 1.00 but
less than or equal to 3.50 to 1.00
--------------------------------------- ---------------- ----------------------

Category 3                                   2.25%               1.00%
----------

Greater  than  1.75 to 1.00 but
less than or equal to 3.00 to 1.00
--------------------------------------- ---------------- ----------------------

Category 4                                   2.00%               0.75%
----------

Less than or equal to 1.75 to 1.00
--------------------------------------- ---------------- ----------------------

                  Except  as  set  forth  in  the  second  proviso   immediately
preceding the table above,  each change in the Applicable  Percentage  resulting
from a change in the  Leverage  Ratio  shall be  effective  with  respect to all
Revolving  Loans  and  Letters  of Credit  outstanding  five (5)  Business  Days
immediately  following the date of delivery to the  Administrative  Agent of the
Compliance  Certificate  required by Section  5.04(f),  indicating  such change;
provided,  however, that (a) at any time during which the Borrower has failed to
deliver when due the Compliance  Certificate required by Section 5.04(f), at the
option of the Agents or upon the request of the  Required  Lenders,  at any time
after the  occurrence  and during the  continuance  of an Event of Default,  the
Leverage  Ratio  shall be  deemed  to be in  Category  1 as of the date five (5)
Business Days after the date on which such  Compliance  Certificate was required
to  be  delivered  for  purposes  of  determining  the  Applicable   Percentage.
Notwithstanding  the foregoing,  the Applicable  Percentage  with respect to any
Eurodollar  Term Loan or ABR Term Loan shall  automatically  be increased by the
Yield Differential, if any, upon the making of any Other Term Loans, as provided
in Section 2.24(b).

                  "Approved  Margin  Stock"  shall have the meaning  assigned to
such term in Section 6.04(k).

                  "Asset   Sale"   shall  mean  the  sale,   transfer  or  other
disposition  (by way of merger,  casualty,  condemnation  or  otherwise)  by the
Borrower or any of the Subsidiaries to any person other than the Borrower or any
Subsidiary  Guarantor  of (a) any Equity  Interests  of any of the  Subsidiaries
(other  than  directors'  qualifying  shares)  or (b) any  other  assets  of the
Borrower or any of the Subsidiaries (other than (i) inventory,  excess, damaged,
obsolete  or worn out  assets,  scrap and  Permitted  Investments,  in each case
disposed of in the ordinary  course of business,  (ii)  dispositions  between or
among Foreign Subsidiaries,  (iii) dispositions of Approved Margin Stock or (iv)
dispositions of Third Party Government  Receivables  pursuant to any Third Party
Financing),  provided  that any  asset  sale or series of  related  asset  sales
described in clause (b) above having a value not in excess of $250,000  shall be
deemed not to be an "Asset Sale" for purposes of this Agreement.

                  "Assignment  and  Acceptance"  shall  mean an  assignment  and
acceptance  entered  into by a Lender and an  assignee  (with the consent of any
party  whose  consent  is  required  by  Section  9.04),  and  accepted  by  the
Administrative  Agent,  in the form of  Exhibit B or such other form as shall be
approved by the Administrative Agent.

                  "Assignment of Claims Act" shall mean the Assignment of Claims
Act of 1940, as amended from time to time.

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

                  "Borrower Common Stock" shall mean the Common Stock, par value
$0.01 per share, of the Borrower.

                  "Borrower's  Portion of Excess Cash Flow"  shall mean,  at any
date of  determination,  the  cumulative  amount  of  Excess  Cash  Flow for all
preceding  full fiscal years of the Borrower  commencing  on or after January 1,
2004, and ending prior to the date of  determination  that (a) was not or is not
required to be applied to the  prepayment  of Term Loans as described in Section
2.13(d) and (b) has not been  utilized on or prior to the date of  determination
to repurchase Borrower Common Stock.

                  "Borrowing"  shall mean (a) a group of Loans of the same Class
and Type  made,  converted  or  continued  on the same date and,  in the case of
Eurodollar  Loans, as to which a single  Interest Period is in effect,  or (b) a
Swingline Loan.

                  "Borrowing  Request"  shall mean a request by the Borrowers in
accordance  with the  terms of  Section  2.03 and  substantially  in the form of
Exhibit C, or such other form as shall be approved by the  Administrative  Agent
or the Swingline Lender, as applicable.

                  "Business  Day"  shall  mean any day  other  than a  Saturday,
Sunday or day on which banks in New York City or Charlotte,  North  Carolina are
authorized  or required by law to close;  provided,  however,  that when used in
connection  with a Eurodollar  Loan,  the term "Business Day" shall also exclude
any day on which  banks  are not open for  dealings  in dollar  deposits  in the
London interbank market.

                  "Capital  Expenditures"  shall  mean,  for any period and with
respect to any person,  all expenditures  during such period by such person that
would be classified as capital  expenditures in accordance with GAAP or are made
in  property  that is the  subject of a  Synthetic  Lease to which  such  person
becomes a lessee party during such period,  but excluding  any such  expenditure
made (a) to  restore,  replace  or rebuild  property  to the  condition  of such
property immediately prior to any damage,  loss,  destruction or condemnation of
such property,  to the extent such expenditure is made with insurance  proceeds,
condemnation  awards or  indemnification or damage recovery proceeds relating to
any such damage, loss,  destruction or condemnation,  (b) with proceeds from the
sale or exchange of  property  to the extent  utilized to purchase  functionally
equivalent  property or  equipment,  (c) as the purchase  price of any Permitted
Acquisition or (d) with the proceeds of a substantially  contemporaneous  Equity
Issuance.

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

                  "Change  in  Control"  shall  mean  (a)  the   acquisition  of
ownership,  directly or indirectly,  beneficially or of record, by any person or
group (within the meaning of the  Securities  Exchange Act of 1934 and the rules
of the  Securities and Exchange  Commission  thereunder as in effect on the date
hereof) other than the Permitted Investors, of Equity Interests representing (i)
a greater  percentage of the aggregate  ordinary voting power represented by the
issued and outstanding  Equity Interests in the Borrower then held,  directly or
indirectly,  beneficially and of record, by the Permitted  Investors and (ii) at
least 30% of the aggregate  ordinary voting power  represented by the issued and
outstanding  Equity  Interests in the Borrower;  (b) occupation of a majority of
the seats (other than vacant seats) on the board of directors of the Borrower by
persons who were neither (i) nominated by the board of directors of the Borrower
or any Permitted  Investor nor (ii) appointed by the directors so nominated;  or
(c)  the  occurrence  of  a  "Change  of  Control"  or  similar  event  (however
denominated)  under and as defined in the Senior  Subordinated Note Documents or
any  Indebtedness of the Borrower or any Subsidiary in an aggregate  outstanding
principal amount in excess of $10,000,000.

                  "Change in Law" shall mean (a) the  adoption of any law,  rule
or regulation  after the  Restatement  Date,  (b) any change in any law, rule or
regulation or in the  interpretation or application  thereof by any Governmental
Authority  after the  Restatement  Date or (c)  compliance  by any Lender or the
Issuing Bank (or, for purposes of Section  2.14,  by any lending  office of such
Lender or by such Lender's or such Issuing Bank's holding company,  if any) with
any request,  guideline or directive (whether or not having the force of law) of
any Governmental Authority made or issued after the Restatement Date.

                  "Class",  when  used in  reference  to any Loan or  Borrowing,
refers to  whether  such  Loan,  or the Loans  comprising  such  Borrowing,  are
Revolving Loans, Term Loans,  Other Term Loans or Swingline Loans and, when used
in reference to any Commitment, refers to whether such Commitment is a Revolving
Credit Commitment,  a Term Loan Commitment,  an Incremental Term Loan Commitment
in respect of Other Term Loans or a Swingline Commitment.

                  "Closing Date" shall mean June 23, 1999.

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

                  "Collateral" shall mean all the "Collateral" as defined in any
Security Document.

                  "Collateral  Agent Fee Letter" shall mean the Fee Letter dated
April 29, 1999, between the Borrower and the Collateral Agent.

                  "Collateral  Agent Fees"  shall have the  meaning  assigned to
such term in Section 2.05(b).

                  "Commitment"  shall mean,  with  respect to any  Lender,  such
Lender's  Revolving Credit  Commitment,  Term Loan Commitment,  Incremental Term
Loan  Commitment  in respect of Other Term Loans and  Swingline  Commitment,  as
applicable.

                  "Commitment  Fee" shall have the meaning assigned to such term
in Section 2.05(a).

                  "Compliance  Certificate"  shall have the meaning  assigned to
such term in Section 5.04(f).

                  "Confidential   Information   Memorandum"   shall   mean   the
Confidential Information Memorandum of the Borrowers dated December 2003.

                  "Control" shall mean the  possession,  directly or indirectly,
of the power to direct or cause the direction of the management or policies of a
person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise,  and the terms  "Controlling"  and  "Controlled"  shall have meanings
correlative thereto.

                  "Credit Event" shall have the meaning assigned to such term in
Section 4.01.

                  "Current  Assets"  shall mean, at any time,  the  consolidated
current assets (other than cash and Permitted  Investments)  of the Borrower and
its consolidated Subsidiaries.

                  "Current   Liabilities"   shall   mean,   at  any  time,   the
consolidated   current   liabilities  of  the  Borrower  and  its   consolidated
Subsidiaries at such time, but excluding,  without duplication,  (a) the current
portion of any long-term  Indebtedness  and (b) outstanding  Revolving Loans and
Swingline Loans.

                  "Debt  Tender  Offer"  shall mean the tender offer and consent
solicitation  made on November 20, 2003,  in respect of all  outstanding  Senior
Subordinated Notes.

                  "Default" shall mean any event or condition which upon notice,
lapse of time or both would constitute an Event of Default.

                   "Disability" shall mean, for purposes of Section 6.06(a), the
substantial  inability  to  perform  the  employee's  then  present  duties  and
responsibilities  by reason of any  medically  determinable  physical  or mental
impairment  which  can be  expected  to last for a period  of not less  than six
months  in a  twelve-month  period,  or  any  substantially  similar  definition
contained in any stock option or stock repurchase agreement between the Borrower
or any of its Subsidiaries and any of their employees.

                  "dollars" or "$" shall mean lawful money of the United  States
of America.

                  "Domestic   Account  Debtor"  shall  mean  an  Account  Debtor
incorporated  or  organized  under the laws of, or with its  principal  place of
business  in, and any  Governmental  Authority  that is,  the  United  States of
America,  any State thereof,  any municipality of any such State or the District
of Columbia.

                  "Domestic    Subsidiaries"   shall   mean   all   Subsidiaries
incorporated  or organized  under the laws of the United States of America,  any
State thereof or the District of Columbia.

                  "EBITDA" for any period shall mean Net Income for such period,
to which shall be added back (a) the  Interest  Expense of the  Borrower and its
consolidated  Subsidiaries for such period to the extent deducted in calculating
Net Income  for such  period,  (b) all  charges  against  income  calculated  in
accordance  with GAAP for  Federal,  state,  local and foreign  income taxes and
assessments,  including  all  interest,  penalties  and  additions  imposed with
respect to such amounts,  of the Borrower and its consolidated  Subsidiaries for
such period,  to the extent  deducted in calculating Net Income for such period,
(c) the  aggregate  depreciation  expense of the Borrower  and its  consolidated
Subsidiaries  for such period,  (d) the  aggregate  amortization  expense of the
Borrower  and  its  consolidated  Subsidiaries  for  such  period,  (e)  Noncash
Nonrecurring  Charges (only to the extent that such Noncash Nonrecurring Charges
do not exceed 25% of Net Income for such period),  minus any noncash gain to the
extent included in determining  Net Income,  all as determined on a consolidated
basis in accordance with GAAP.

                  "Eligible Accounts Receivables" at any time shall mean the sum
of the Eligible Billed Receivables and the Eligible Unbilled Receivables at such
time.  The "Net Value" of Eligible  Accounts  Receivables at any time shall mean
the  aggregate  face amount of all  Eligible  Billed  Receivables  and  Eligible
Unbilled Receivables at such time.

                  "Eligible  Billed  Receivables"  at any  time  shall  mean all
rights  to  payment  due and to become  due to the  Borrower  or any  Subsidiary
Guarantor that (a) constitute an "account" as defined in the Uniform  Commercial
Code as in effect in the applicable jurisdiction,  (b) represent amounts due and
owing (i) for  products  actually  delivered or services  actually  performed or
rendered by or on behalf of the Borrower or any Subsidiary Guarantor pursuant to
a written  contract or written  agreement  now or hereafter  entered into by the
Borrower or any  Subsidiary  Guarantor  and a person that is not an Affiliate of
the  Borrower,  or (ii) as interim  billings or progress  payments in accordance
with fixed price contracts between the Borrower or any Subsidiary  Guarantor and
a person  that is not an  Affiliate  of the  Borrower,  (c) have  been  properly
billed, (d) arise in the ordinary course of the Loan Parties' business,  (e) are
due, owing and not subject to any defense, setoff or counterclaim, except if the
person that is the obligor under any such account has disputed liability or made
any claim of setoff or counterclaim,  only the portion of the account subject to
such defense,  setoff or counterclaim shall be deemed an Ineligible  Receivable,
(f) are not final invoices and (g) are not Ineligible Receivables.

                  "Eligible  Margin  Stock  Amount"  at any time,  shall mean an
amount  equal  to 75% of the fair  market  value of any  Approved  Margin  Stock
pledged to the Collateral Agent to secure the  Obligations.  For purposes of the
foregoing,  the fair market value of any Approved Margin Stock on any date shall
be the average of the closing prices on the principal U.S.  securities  exchange
on which such Approved  Margin Stock is traded for the period of 20  consecutive
trading days preceding the date of determination.  In the event (x) any Approved
Margin  Stock is not listed or traded on a  securities  exchange or (y) the fair
market value of any Approved  Margin Stock cannot be  determined  in  accordance
with the preceding  sentence  because  closing  prices for such Approved  Margin
Stock are not  available,  the Agents  may use any  reasonable  estimate  of the
market  value of such  Approved  Margin Stock as of the close of business on the
Business Day preceding the date of determination.

                  "Eligible Unbilled  Receivables" at any time shall mean rights
to payment due and to become due to the Borrower or any Subsidiary Guarantor (a)
under Government  Contracts or (b) under contracts with any other Account Debtor
that are  approved by the Agents from time to time (the  "Approved  Contracts"),
that (i) constitute an "account" as defined in the Uniform Commercial Code as in
effect in the applicable jurisdiction, (ii) in the case of Government Contracts,
are eligible to be billed to the  Government in accordance  with the  applicable
Government  Contract or are eligible to be billed to a prime contractor pursuant
to a  subcontract  under  a  contract  between  the  prime  contractor  and  the
Government,  and in the case of Approved Contracts, are eligible to be billed to
the Account Debtor in accordance with the applicable  Approved Contract,  in any
case within 30 days of the date of determination (with no additional performance
required by any person,  and no condition to payment by the  Government or prime
contractor  or  Account  Debtor,  as  applicable,   other  than  receipt  of  an
appropriate invoice),  (iii) have not been billed to the Government or the prime
contractor or Account Debtor under the Approved Contract, as applicable,  solely
as a result of timing differences  between the date the revenue is recognized on
the applicable Loan Party's books and the date the invoice is actually rendered,
(iv) represent revenue recognized on the books of the Borrower or any Subsidiary
Guarantor not more than 30 days prior to the date of determination,  (v) may, in
accordance  with GAAP,  be  included  as current  assets of the  Borrower or any
Subsidiary  Guarantor,  even  though  such  amounts  have not been billed to the
Government  or the  prime  contractor  or  Account  Debtor  under  the  Approved
Contract, as applicable, and (vi) are not Ineligible Receivables.

                  "environment"  shall  mean  ambient  air,  surface  water  and
groundwater  (including potable water,  navigable water and wetlands),  the land
surface or  subsurface  strata,  the  workplace or as  otherwise  defined in any
Environmental Law.

                  "Environmental  Claim"  shall  mean  any  written  accusation,
allegation,  notice of violation, claim, demand, order, directive, cost recovery
action or other cause of action by, or on behalf of, any Governmental  Authority
or any person for damages,  injunctive  or  equitable  relief,  personal  injury
(including  sickness,  disease or death),  Remedial  Action  costs,  tangible or
intangible property damage, natural resource damages,  nuisance,  pollution, any
adverse  effect on the  environment  caused by any  Hazardous  Material,  or for
fines,  penalties  or  restrictions,  resulting  from  or  based  upon  (a)  the
existence,  or the continuation of the existence, of a Release (including sudden
or  non-sudden,  accidental  or  non-accidental  Releases),  (b) exposure to any
Hazardous Material, (c) the presence,  use, handling,  transportation,  storage,
treatment or disposal of any Hazardous  Material or (d) the violation or alleged
violation of any Environmental Law or Environmental Permit.

                  "Environmental  Law" shall mean any and all applicable present
and future  treaties,  laws,  rules,  regulations,  codes,  ordinances,  orders,
decrees,   judgments,   injunctions,   notices  or  binding  agreements  issued,
promulgated or entered into by any Governmental  Authority,  relating in any way
to the  environment,  preservation  or  reclamation  of natural  resources,  the
management, Release or threatened Release of any Hazardous Material or to health
and  safety  matters,   including  the  Comprehensive   Environmental  Response,
Compensation  and Liability Act of 1980, as amended by the Superfund  Amendments
and  Reauthorization  Act of 1986, 42 U.S.C.  ss.ss. 9601 et seq.  (collectively
"CERCLA"), the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act of 1976 and  Hazardous  and Solid Waste  Amendments of 1984, 42
U.S.C.  ss.ss. 6901 et seq., the Federal Water Pollution Control Act, as amended
by the Clean Water Act of 1977, 33 U.S.C. ss.ss. 1251 et seq., the Clean Air Act
of 1970, as amended 42 U.S.C.  ss.ss. 7401 et seq., the Toxic Substances Control
Act of 1976, 15 U.S.C.  ss.ss. 2601 et seq., the Occupational  Safety and Health
Act of 1970, as amended,  29 U.S.C.  ss.ss. 651 et seq., the Emergency  Planning
and Community  Right-to-Know  Act of 1986, 42 U.S.C.  ss.ss.  11001 et seq., the
Safe Drinking Water Act of 1974, as amended,  42 U.S.C.  ss.ss.  300(f) et seq.,
the Hazardous  Materials  Transportation Act, 49 U.S.C. ss.ss. 5101 et seq., and
any similar or implementing  state,  local or foreign law, and all amendments or
regulations promulgated under any of the foregoing.

                  "Environmental  Permit"  shall  mean  any  permit,   approval,
authorization,  certificate, license, variance, filing or permission required by
or from any Governmental Authority pursuant to any Environmental Law.

                  "Equity   Interests"  shall  mean  shares  of  capital  stock,
partnership  interests,  membership  interests in a limited  liability  company,
beneficial interests in a trust or other equity ownership interests in a person.

                  "Equity  Issuance"  shall  mean  any  issuance  or sale by the
Borrower  or any  Subsidiary  of any Equity  Interests  of the  Borrower  or any
Subsidiary,  as applicable,  or any obligations convertible into or exchangeable
for,  or giving any person a right,  option or  warrant to acquire  such  Equity
Interests or such convertible or exchangeable  obligations,  except in each case
for (a) any issuance or sale to the Borrower or any Subsidiary, (b) any issuance
of directors'  qualifying  shares, and (c) sales or issuances of common stock of
the Borrower to management or employees of the Borrower or any Subsidiary  under
any employee  stock option or stock  purchase  plan or employee  benefit plan in
existence from time to time.

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

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

                  "ERISA  Event"  shall  mean  (a) any  "reportable  event",  as
defined in Section  4043 of ERISA or the  regulations  issued  thereunder,  with
respect to a Plan  (other  than an event for which the 30-day  notice  period is
waived);  (b) the existence with respect to any Plan of an "accumulated  funding
deficiency"  (as  defined in Section  412 of the Code or Section  302 of ERISA),
whether or not waived;  (c) the filing pursuant to Section 412(d) of the Code or
Section  303(d) of ERISA of an application  for a waiver of the minimum  funding
standard with respect to any Plan;  (d) the incurrence by the Borrower or any of
its ERISA  Affiliates of any  liability  under Title IV of ERISA with respect to
the termination of any Plan; (e) the receipt by the Borrower or any of its ERISA
Affiliates from the PBGC or a plan  administrator  of any notice relating to the
intention to terminate  any Plan or Plans or to appoint a trustee to  administer
any Plan; (f) the  incurrence by the Borrower or any of its ERISA  Affiliates of
any  liability  with respect to the  withdrawal  from any Plan or  Multiemployer
Plan;  (g) the  receipt by the  Borrower or any of its ERISA  Affiliates  of any
notice, or the receipt by any Multiemployer Plan from the Borrower or any of its
ERISA  Affiliates  of  any  notice,  concerning  the  imposition  of  Withdrawal
Liability or a determination that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization,  within the meaning of Title IV of ERISA; or (h)
any Foreign Benefit Event.

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

                  "Event of  Default"  shall have the  meaning  assigned to such
term in Article VII.

                  "Excess  Cash Flow"  shall  mean,  for any fiscal  year of the
Borrower, the excess of (a) the sum, of (i) EBITDA for such fiscal year and (ii)
reductions  to noncash  working  capital of the  Borrower  and its  consolidated
Subsidiaries for such fiscal year (i.e., the decrease, if any, in Current Assets
minus  Current  Liabilities  from the  beginning to the end of such fiscal year)
over (b) the sum,  without  duplication,  of (i) the amount of any Tax  Payments
payable with respect to such fiscal year,  (ii) cash  interest paid (net of cash
interest received) by the Borrower and its consolidated Subsidiaries during such
fiscal year, (iii) Capital  Expenditures made in cash in accordance with Section
6.08 during such fiscal year, except to the extent financed with the proceeds of
Indebtedness,  casualty or condemnation  proceeds,  (iv) permanent repayments of
Indebtedness made by the Borrower and its consolidated  Subsidiaries during such
fiscal year, but only to the extent that such  prepayments by their terms cannot
be reborrowed or redrawn and do not occur in  connection  with a refinancing  of
all or any portion of such  Indebtedness  and (v)  additions to noncash  working
capital  for such fiscal year (i.e.,  the  increase,  if any, in Current  Assets
minus  Current  Liabilities  from the beginning to the end of such fiscal year);
provided that to the extent otherwise included therein, the Net Cash Proceeds of
Asset Sales shall be excluded from the calculation of Excess Cash Flow.

                  "Excluded   Taxes"   shall   mean,   with   respect   to   the
Administrative Agent, any Lender, the Issuing Bank or any other recipient of any
payment  to be  made  by or on  account  of  any  obligation  of  the  Borrowers
hereunder,  (a) income or  franchise  taxes  imposed on (or measured by) its net
income by the United States of America, or by the jurisdiction under the laws of
which such  recipient is organized or in which its  principal  office is located
or,  in the case of any  Lender,  in which  its  applicable  lending  office  is
located, (b) any branch profits taxes imposed by the United States of America or
any similar tax imposed by any other  jurisdiction  in which the  Borrowers  are
located and (c) in the case of a Foreign Lender (other than an assignee pursuant
to a request by the Borrowers under Section  2.21(a)),  any withholding tax that
is imposed on amounts  payable to such  Foreign  Lender at the time such Foreign
Lender becomes a party to this Agreement (or designates a new lending office) or
is attributable to such Foreign Lender's failure to comply with Section 2.20(e),
except to the extent  that such  Foreign  Lender (or its  assignor,  if any) was
entitled, at the time of designation of a new lending office (or assignment), to
receive  additional  amounts from the Borrowers with respect to such withholding
tax pursuant to Section 2.20(a).

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

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

                  "Existing  Letters of Credit" shall mean each Letter of Credit
issued for the account of the Borrowers under the Existing Credit  Agreement and
that is (a)  outstanding  on the  Restatement  Date and (b)  listed on  Schedule
1.01(a).

                  "Existing Term Loans" shall have the meaning  assigned to such
term in the preamble to this Agreement.

                  "Federal  Funds  Effective  Rate" shall mean, for any day, the
weighted  average of the rates on  overnight  Federal  funds  transactions  with
members of the Federal  Reserve  System  arranged by Federal funds  brokers,  as
published on the next succeeding Business Day by the Federal Reserve Bank of New
York,  provided  that (a) if such day is not a Business  Day, the Federal  Funds
Effective Rate for such day shall be such rate on such  transactions on the next
preceding Business Day as so published on the next succeeding  Business Day, and
(b) if no such rate is so published on such next  succeeding  Business  Day, the
Federal  Funds  Effective  Rate for such day shall be the average rate  (rounded
upward,  if  necessary,  to a whole  multiple  of  1/100 of 1%)  charged  to the
Administrative  Agent  on such day on such  transactions  as  determined  by the
Administrative Agent.

                  "Fee  Letter"  shall mean the Fee Letter  dated  November  24,
2003, among the Borrowers and the Administrative Agent.

                  "Fees"  shall mean the  Commitment  Fees,  the  Administrative
Agent Fees, the Collateral Agent Fees, the L/C  Participation  Fees, the Issuing
Bank Fees and the Incremental Revolving Credit Commitment Fees.

                  "Financial  Officer"  of  any  person  shall  mean  the  chief
financial officer, principal accounting officer, Treasurer or Controller of such
person.

                  "First Restatement Date" shall mean October 21, 2002.

                  "First Restatement Date Perfection Certificate" shall mean the
Perfection  Certificate delivered on the First Restatement Date, a copy of which
is attached as Exhibit M.

                  "Fixed  Charge  Coverage  Ratio" for any period shall mean the
ratio of (a) EBITDA  plus the  aggregate  amount of all rent and lease  payments
made by the Borrower  and its  consolidated  Subsidiaries  pursuant to operating
leases minus Capital  Expenditures and Tax Payments for such period to (b) Fixed
Charges for such period.

                  "Fixed   Charges"   for  any  period   shall   mean,   without
duplication, the sum of (a) Interest Expense (excluding amortization of deferred
financing  fees,  premiums or interest rate  protection  agreements and original
issue discounts,  provided,  however,  that the aggregate amount of amortization
excluded  hereby shall not exceed 5% of the  aggregate  amount of the  financing
giving rise to the debt issuance costs  associated with such  amortization)  for
such period,  plus (b) the aggregate  amount of all rent and lease payments made
by the Borrower and its consolidated  Subsidiaries  pursuant to operating leases
for such period,  plus (c) scheduled payments (whether or not made) on long term
Indebtedness  (including  Capital  Lease  Obligations)  of the  Borrower and its
consolidated  Subsidiaries for such period,  all as determined on a consolidated
basis in accordance with GAAP.

                  "Foreign  Benefit  Event"  shall  mean,  with  respect  to any
Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the
amount permitted under any applicable law, or in excess of the amount that would
be permitted absent a waiver from a Governmental  Authority,  (b) the failure to
make the required  contributions  or payments,  under any applicable  law, on or
before the due date for such  contributions  or  payments,  (c) the receipt of a
notice by a  Governmental  Authority  relating to the intention to terminate any
such  Foreign  Pension  Plan or to  appoint a trustee  or  similar  official  to
administer any such Foreign Pension Plan, or alleging the insolvency of any such
Foreign  Pension  Plan and (d) the  incurrence  of any  liability  in  excess of
$2,500,000  (or the equivalent  thereof in another  currency) by the Borrower or
any of its  Subsidiaries  under  applicable  law on account of the  complete  or
partial  termination  of such  Foreign  Pension  Plan or the complete or partial
withdrawal of any participating  employer therein,  or (e) the occurrence of any
transaction  that is prohibited under any applicable law and could reasonably be
expected to result in the  incurrence of any liability by the Borrower or any of
its  Subsidiaries,  or the imposition on the Borrower or any of its Subsidiaries
of any fine,  excise tax or penalty  resulting from any  noncompliance  with any
applicable law, in each case in excess of $2,500,000 (or the equivalent  thereof
in another currency).

                  "Foreign Lender" shall mean any Lender that is organized under
the laws of a jurisdiction  other than the United States of America,  each State
thereof or the District of Columbia.

                  "Foreign  Pension Plan" shall mean any plan,  fund  (including
any  superannuation  fund) or other similar  program  established  or maintained
outside the United States by the Borrower or any one or more of its Subsidiaries
primarily  for the benefit of  employees  of the  Borrower or such  Subsidiaries
residing  outside the United States,  which plan,  fund or other similar program
provides,   or  results  in,   retirement   income,  a  deferral  of  income  in
contemplation  of  retirement  or  payments  to  be  made  upon  termination  of
employment, and which plan is not subject to ERISA or the Code.

                  "Foreign  Subsidiary"  shall mean any Subsidiary that is not a
Domestic Subsidiary.

                  "GAAP" shall mean United States generally accepted  accounting
principles applied on a consistent basis.

                  "Government"  shall mean the United  States  government or any
department or agency thereof.

                  "Governmental  Authority" shall mean any Federal, state, local
or  foreign  court  or  governmental  agency,   authority,   instrumentality  or
regulatory body.

                  "Government  Contracts" shall mean written  contracts  between
the Borrower or any Subsidiary Guarantor and the Government.

                  "Granting Lender" shall have the meaning assigned to such term
in Section 9.04(i).

                  "Guarantee"  of or by any person  shall  mean any  obligation,
contingent  or  otherwise,  of such person  guaranteeing  or having the economic
effect of  guaranteeing  any  Indebtedness  of any other  person  (the  "primary
obligor") in any manner,  whether  directly or  indirectly,  and  including  any
obligation  of such  person,  direct or  indirect,  (a) to  purchase  or pay (or
advance or supply funds for the purchase or payment of) such  Indebtedness or to
purchase  (or to advance or supply  funds for the  purchase of) any security for
the payment of such Indebtedness,  (b) to purchase or lease property, securities
or services  for the purpose of assuring the owner of such  Indebtedness  of the
payment of such Indebtedness or (c) to maintain working capital,  equity capital
or any other financial  statement  condition or liquidity of the primary obligor
so as to enable the primary obligor to pay such Indebtedness; provided, however,
that the term  "Guarantee"  shall not include  endorsements  for  collection  or
deposit in the ordinary course of business.

                  "Hazardous  Materials" shall mean all explosive or radioactive
substances  or wastes,  hazardous  or toxic  substances  or wastes,  pollutants,
solid, liquid or gaseous wastes,  including petroleum or petroleum  distillates,
asbestos or asbestos containing materials, polychlorinated biphenyls ("PCBs") or
PCB-containing  materials or equipment,  radon gas, infectious or medical wastes
and all other  substances  or wastes of any  nature  regulated  pursuant  to any
Environmental Law.

                  "Hedging   Agreement"   shall  mean  any  interest  rate  swap
agreement,  interest rate cap agreement, interest rate collar agreement, foreign
exchange  contract,  currency  swap  agreement  or other  similar  agreement  or
arrangement  designed to protect  against  fluctuations  in interest or currency
exchange rates and not entered into for speculation.

                  "Inactive   Subsidiary"  shall  mean  any  Subsidiary  of  the
Borrower that (a) does not conduct any business operations,  (b) has assets with
a total  book  value  not in  excess  of  $10,000  and (c)  does  not  have  any
Indebtedness outstanding.

                  "Incremental Revolving Credit Assumption Agreement" shall mean
an  Incremental  Revolving  Credit  Assumption  Agreement in form and  substance
reasonably  satisfactory to the Administrative  Agent, among the Borrowers,  the
Administrative Agent and one or more Incremental Revolving Credit Lenders.

                  "Incremental  Revolving  Credit  Commitment"  shall  mean  the
commitment  of any  Lender,  established  pursuant  to  Section  2.25,  to  make
Revolving Loans to the Borrowers.

                  "Incremental  Revolving Credit Commitment  Amount" shall mean,
at any time, the lesser of (a) the excess, if any, of (i) $200,000,000 over (ii)
the sum of (x) the aggregate  amount of all  Incremental  Term Loan  Commitments
established  prior to such time,  (y) the  aggregate  amount of all  Incremental
Revolving  Credit  Commitments  established  prior  to  such  time  and  (z) the
aggregate  principal  amount of all New Notes  issued prior to such time and (b)
the excess,  if any, of (i)  $50,000,000  over (ii) the aggregate  amount of all
Incremental Revolving Credit Commitments established prior to such time.

                  "Incremental  Revolving Credit  Commitment Fee" shall have the
meaning assigned to such term in Section 2.05(d).

                  "Incremental Revolving Credit Lender" shall mean a Lender with
an Incremental Revolving Credit Commitment.

                  "Incremental   Term  Lender"  shall  mean  a  Lender  with  an
Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

                  "Incremental  Term Loan Amount" shall mean,  at any time,  the
excess, if any, of (a) $200,000,000 over (b) the sum of (i) the aggregate amount
of all Incremental  Term Loan Commitments  established  prior to such time, (ii)
the aggregate amount of all Incremental Revolving Credit Commitments established
prior to such  time and (iii) the  aggregate  principal  amount of all New Notes
issued prior to such time.

                  "Incremental  Term Loan  Assumption  Agreement"  shall mean an
Incremental  Term Loan  Assumption  Agreement in form and  substance  reasonably
satisfactory   to  the   Administrative   Agent,   among  the   Borrowers,   the
Administrative Agent and one or more Incremental Term Lenders.

                  "Incremental  Term Loan Commitment"  shall mean the commitment
of any Lender,  established  pursuant to Section 2.24, to make  Incremental Term
Loans to the Borrowers.

                  "Incremental  Term Loan  Maturity  Date"  shall mean the final
maturity  date of any  Incremental  Term  Loan,  as set forth in the  applicable
Incremental Term Loan Assumption Agreement.

                  "Incremental  Term Loan Repayment  Dates" shall mean the dates
scheduled  for the repayment of principal of any  Incremental  Term Loan, as set
forth in the applicable Incremental Term Loan Assumption Agreement.

                  "Incremental  Term Loans" shall mean term loans made by one or
more  Lenders  to  the  Borrowers  pursuant  to  clause  (c)  of  Section  2.01.
Incremental  Term Loans may be made in the form of additional  Term Loans or, to
the  extent  permitted  by  Section  2.24  and  provided  for  in  the  relevant
Incremental Term Loan Assumption Agreement, Other Term Loans.

                  "Indebtedness" of any person shall mean, without  duplication,
(a) all  obligations  of such  person  for  borrowed  money or with  respect  to
deposits or advances of any kind, (b) all  obligations of such person  evidenced
by bonds, debentures,  notes or similar instruments, (c) all obligations of such
person upon which interest  charges are  customarily  paid (other than solely on
past due amounts),  (d) all obligations of such person under conditional sale or
other title  retention  agreements  relating to property or assets  purchased by
such  person,  (e) all  obligations  of such  person  issued or  assumed  as the
deferred  purchase  price of  property  or services  (excluding  trade  accounts
payable and accrued  obligations  incurred in the ordinary  course of business),
(f) all  Indebtedness  of others  secured  by (or for  which the  holder of such
Indebtedness has an existing right,  contingent or otherwise,  to be secured by)
any Lien on  property  owned or  acquired  by such  person,  whether  or not the
obligations secured thereby have been assumed, (g) all Guarantees by such person
of Indebtedness of others, (h) all Capital Lease Obligations of such person, (i)
all   obligations  of  such  person  in  respect  of  interest  rate  protection
agreements,  foreign currency exchange  agreements or other interest or exchange
rate  hedging  arrangements,  (j) all  obligations  of such person as an account
party in respect of letters of credit and (k) all  obligations of such person as
an account party in respect of bankers'  acceptances.  The  Indebtedness  of any
person shall include the Indebtedness of any partnership in which such person is
a general partner, except to the extent that, by its terms, such Indebtedness is
nonrecourse to such person.

                  "Indemnified  Taxes"  shall  mean Taxes  other  than  Excluded
Taxes.

                  "Indemnity, Subrogation and Contribution Agreement" shall mean
the Amended and Restated  Indemnity,  Subrogation  and  Contribution  Agreement,
dated as of October 21, 2002,  as  supplemented  as of May 23,  2003,  among the
Borrower, the Subsidiary Guarantors and the Collateral Agent, a copy of which is
attached as Exhibit D.

                  "Ineligible   Receivables"   at  any  time   shall   mean  all
receivables  that are (a) evidenced by a promissory note or similar  instrument;
(b) owed or  payable by an  Account  Debtor  that is more than 120 days past the
last date set for payment in an  original  invoice in the payment of 50% or more
of the  aggregate  balance  due from such  Account  Debtor to the  Borrower or a
Subsidiary  Guarantor;  (c) owing from any person that is the subject of any (i)
suit,  lien,  levy or judgment which could  reasonably be expected to affect the
collectability  of such receivable,  or (ii)  bankruptcy,  insolvency or similar
process or  proceeding;  (d) unbilled as a result of cost  variances,  retainage
provisions,  "milestone"  requirements  or any other  reason,  except for timing
differences; (e) owed in a currency other than dollars; (f) deemed ineligible by
either Agent,  in its reasonable and good faith  discretion;  or (g) Third Party
Governmental Receivables.

                  "Initial  Yield" on any Other Term Loans shall mean the sum of
(a) the  Adjusted  LIBOR  margins on such Other Term Loans and (a) if such Other
Term Loans are  initially  made at a discount or (b) if the  lenders  making the
same receive a fee from the Borrower or any  Subsidiary for doing so (the amount
of such  discount or fee,  expressed as a  percentage  of such Other Term Loans,
being referred to herein as "OID"), the amount of such OID divided by the lesser
of (i) the average life to maturity of such Other Term Loans and (ii) four.  The
Initial Yield shall be determined by the Administrative Agent.

                  "Interest  Coverage Ratio" for any period shall mean the ratio
of EBITDA for such period to the Interest  Expense  (excluding  amortization  of
deferred  financing fees,  premiums or interest rate  protection  agreements and
original  issue  discounts,  provided,  however,  that the  aggregate  amount of
amortization  excluded hereby shall not exceed 5% of the aggregate amount of the
financing   giving  rise  to  the  debt  issuance  costs  associated  with  such
amortization) for such period.

                  "Interest  Expense"  for  any  period  shall  mean  the  total
interest  expense of the Borrower and its consolidated  Subsidiaries  (including
amortization of deferred  financing  fees,  premiums or interest rate protection
agreements  and  original  issue  discounts),  for such period  determined  on a
consolidated basis in accordance with GAAP.

                  "Interest Payment Date" shall mean (a) with respect to any ABR
Loan, the last Business Day of each March, June,  September and December and (b)
with  respect  to any  Eurodollar  Loan,  the  last day of the  Interest  Period
applicable  to the  Borrowing of which such Loan is a part and, in the case of a
Eurodollar  Borrowing  with an  Interest  Period  of  more  than  three  months'
duration,  each day that would have been an Interest Payment Date had successive
Interest  Periods of three months'  duration been  applicable to such Borrowing,
and, in  addition,  the date of any  prepayment  of a  Eurodollar  Borrowing  or
conversion of a Eurodollar Borrowing to an ABR Borrowing.

                  "Interest  Period" shall mean,  with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day (or, if there is no numerically corresponding day,
on the last day) in the calendar  month that is 1, 2, 3 or 6 months  thereafter,
as the Borrowers may elect (or such other period thereafter as the Borrowers may
request and all the Lenders with Loans  included in such  Borrowing  may agree);
provided,  however,  that if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the succeeding  Business
Day unless such next  succeeding  Business  Day would fall in the next  calendar
month,  in which case such Interest  Period shall end on the preceding  Business
Day.  Interest  shall  accrue  from and  including  the first day of an Interest
Period to but excluding the last day of such Interest Period.

                  "Issuing  Bank" shall mean,  as the context may  require,  (a)
Bank of America,  in its capacity as the issuer of Letters of Credit  hereunder,
(b) with respect to each Existing Letter of Credit,  the Lender that issued such
Existing Letter of Credit,  (c) any other Lender that may become an Issuing Bank
pursuant to Section  2.23(i) or (k), with respect to Letters of Credit issued by
such Lender, or (d) collectively,  all of the foregoing.  Each Issuing Bank may,
in its  discretion,  arrange  for one or more  Letters of Credit to be issued by
Affiliates of such Issuing  Bank,  in which case the term  "Issuing  Bank" shall
include  any such  Affiliate  with  respect to Letters of Credit  issued by such
Affiliate.

                  "Issuing  Bank Fees" shall have the  meaning  assigned to such
term in Section 2.05(c).

                  "L/C Commitment" shall mean the commitment of the Issuing Bank
to issue Letters of Credit pursuant to Section 2.23.

                  "L/C  Disbursement"  shall mean a payment or disbursement made
by the Issuing Bank pursuant to a Letter of Credit.

                  "L/C  Exposure"  shall  mean  at any  time  the sum of (a) the
aggregate  undrawn amount of all outstanding  Letters of Credit at such time and
(b) the aggregate  principal amount of all L/C  Disbursements  that have not yet
been reimbursed at such time. The L/C Exposure of any Revolving Credit Lender at
any time shall mean its Pro Rata  Percentage  of the  aggregate  L/C Exposure at
such time.

                  "L/C  Participation  Fee" shall have the  meaning  assigned to
such term in Section 2.05(c).

                  "Lenders"  shall mean (a) the persons  listed on Schedule 2.01
(other than any such person that has ceased to be a party hereto  pursuant to an
Assignment  and  Acceptance)  and (b) any person that has become a party  hereto
pursuant to an  Assignment  and  Acceptance,  an  Incremental  Revolving  Credit
Assumption  Agreement or an Incremental Term Loan Assumption  Agreement.  Unless
the context clearly  indicates  otherwise,  the term "Lenders" shall include the
Swingline Lender.

                  "Letter  of Credit"  shall  mean any  letter of credit  issued
pursuant to Section 2.23 and the Existing Letters of Credit.

                  "Leverage  Ratio"  shall mean,  on any date,  the ratio of Net
Debt on such date to EBITDA for the period of four  consecutive  fiscal quarters
of the Borrower most recently ended as of such date. Solely for purposes of this
definition, if, at any time the Leverage Ratio is being determined, the Borrower
or any  Subsidiary  shall have  completed a Permitted  Acquisition or Asset Sale
since the beginning of the relevant  four fiscal  quarter  period,  the Leverage
Ratio shall be determined on a pro forma basis as if such Permitted  Acquisition
or Asset Sale,  and any related  incurrence  or repayment of  Indebtedness,  had
occurred  at  the   beginning  of  such  period  and  taking  into  account  any
identifiable  cost savings  documented  to the  reasonable  satisfaction  of the
Administrative Agent.

                  "LIBO  Rate"  shall  mean,  with  respect  to  any  Eurodollar
Borrowing  for any  Interest  Period,  the  rate  per  annum  determined  by the
Administrative  Agent at approximately 11:00 a.m., London time, on the date that
is two Business Days prior to the beginning of the relevant  Interest  Period by
reference to the British  Bankers'  Association  Interest  Settlement  Rates for
deposits in dollars (as set forth by the  Bloomberg  Information  Service or any
successor thereto or any other service selected by the Administrative Agent that
has  been  nominated  by  the  British  Bankers'  Association  as an  authorized
information  vendor for the purpose of displaying such rates) for a period equal
to such Interest  Period;  provided that, to the extent that an interest rate is
not ascertainable  pursuant to the foregoing provisions of this definition,  the
"LIBO  Rate"  shall  be  the  interest   rate  per  annum   determined   by  the
Administrative  Agent to be the average of the rates per annum at which deposits
in dollars are offered for such relevant  Interest  Period to major banks in the
London  interbank  market in  London,  England  by the  Administrative  Agent at
approximately  11:00 a.m.,  London time,  on the date that is two Business  Days
prior to the beginning of such Interest Period.

                  "Lien"  shall  mean,  with  respect  to  any  asset,  (a)  any
mortgage, deed of trust, lien, pledge, encumbrance,  charge or security interest
in or on such  asset,  (b) the  interest  of a  vendor  or a  lessor  under  any
conditional sale agreement,  capital lease or title retention  agreement (or any
financing  lease having  substantially  the same  economic  effect as any of the
foregoing)  relating  to such  asset  and (c) in the  case  of  securities,  any
purchase  option,  call or similar  right of a third party with  respect to such
securities.

                  "Loan  Documents"  shall mean this  Agreement,  the  Amendment
Agreement,  the Subsidiary Guarantee  Agreement,  the Reaffirmation of Guarantee
and Security Documents, the Security Documents,  the Indemnity,  Subrogation and
Contribution  Agreement,  the promissory  notes, if any,  executed and delivered
pursuant  to Section  2.04(e),  each  Incremental  Revolving  Credit  Assumption
Agreement and each Incremental Term Loan Assumption Agreement.

                  "Loan  Parties"  shall mean the Borrowers  and the  Subsidiary
Guarantors.

                  "Loans" shall mean the Revolving Loans, the Term Loans and the
Swingline Loans.

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

                  "Material  Adverse  Effect"  shall mean a  materially  adverse
effect on (a) the  business,  results of  operations,  condition  (financial  or
otherwise) or prospects of the Borrower and the Subsidiaries,  taken as a whole,
or (b) the  validity  or  enforceability  of any of the  Loan  Documents  or the
rights, remedies or benefits available to the Lenders thereunder.

                  "Material   Contract"   shall  mean  any  and  all  Government
Contracts and/or other contracts or agreements of the Borrower or any Subsidiary
involving amounts in excess of $2,000,000.

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

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

                  "Net Cash  Proceeds"  shall mean (a) with respect to any Asset
Sale, the cash proceeds (including cash proceeds  subsequently  received (as and
when received) in respect of noncash consideration  initially received),  net of
(i) selling expenses (including  reasonable broker's fees or commissions,  legal
fees,  transfer  and similar  taxes and the  Borrower's  good faith  estimate of
income  taxes  paid or payable  in  connection  with such  sale),  (ii)  amounts
provided as a reserve,  in accordance with GAAP,  against any liabilities  under
any  indemnification  obligations or purchase price  adjustment  associated with
such Asset Sale  (provided  that, to the extent and at the time any such amounts
are released from such reserve, such amounts shall constitute Net Cash Proceeds)
and (iii) the principal amount,  premium or penalty,  if any, interest and other
amounts on any  Indebtedness  for  borrowed  money which is secured by the asset
sold in such Asset Sale and which is repaid with such  proceeds  (other than any
such Indebtedness  assumed by the purchaser of such asset);  provided,  however,
that, if (x) the Borrower shall deliver a certificate of a Financial  Officer to
the Agents at the time of receipt thereof setting forth the Borrower's intent to
reinvest such proceeds in productive assets of a kind then used or usable in the
business of the Borrower and its Subsidiaries within 270 days of receipt of such
proceeds and (y) no Default or Event of Default shall have occurred and shall be
continuing  at the  time  of such  certificate  or at the  proposed  time of the
application  of such  proceeds,  such  proceeds  shall not  constitute  Net Cash
Proceeds except to the extent not so used or contractually  committed to be used
at the end of such 270-day  period,  at which time such proceeds shall be deemed
to be Net Cash Proceeds;  and (b) with respect to any issuance or disposition of
Indebtedness or any Equity Issuance, the cash proceeds thereof, net of all taxes
and customary fees, commissions, costs and other expenses incurred in connection
therewith.

                  "Net Debt" at any time  shall mean (a) the total  Indebtedness
of the Borrower and the Subsidiaries at such time (excluding Indebtedness of the
type described in clause (i) of the  definition of such term and,  except to the
extent of any unreimbursed drawings, clause (j) of the definition of such term),
less  (b) the sum of (i) the  amount  at such  time of all  cash  and  Permitted
Investments of the Borrower and the  Subsidiaries  and (ii) the Eligible  Margin
Stock Amount.

                  "Net Income" shall mean, for any period, net income or loss of
the Borrower and the Subsidiaries  for such period  determined on a consolidated
basis in  accordance  with GAAP;  provided  that there shall be excluded (a) the
income of any  Subsidiary  to the  extent  that the  declaration  or  payment of
dividends  or  similar  distributions  by  the  Subsidiary  of  that  income  is
prohibited  by  operation  of  the  terms  of  its  charter  or  any  agreement,
instrument,   judgment,   decree,   statute,  rule  or  governmental  regulation
applicable to the Subsidiary, and (b) the income (or loss) of any person accrued
prior to the date it becomes a Subsidiary or is merged into or consolidated with
the Borrower or any of the  Subsidiaries  or the date that  person's  assets are
acquired by the Borrower or any of the Subsidiaries.

                  "Net Senior  Debt" at any time shall mean the Net Debt at such
time less, to the extent included  therein,  the amount of any Indebtedness that
is  subordinated  to the Obligations  pursuant to the  subordination  provisions
contained  in Exhibit J or  subordination  provisions  no less  favorable to the
Lenders than those contained in the Senior Subordinated Note Indenture.

                  "New Notes"  shall have the  meaning  assigned to such term in
Section 6.01(h).

                  "New Notes  Amount" shall mean,  at any time,  the excess,  if
any, of (a)  $200,000,000  over (b) the sum of (i) the  aggregate  amount of all
Incremental  Term Loan  Commitments  established  prior to such  time,  (ii) the
aggregate  amount of all Incremental  Revolving Credit  Commitments  established
prior to such  time and (iii) the  aggregate  principal  amount of all New Notes
issued prior to such time.

                  "Noncash  Nonrecurring  Charges"  shall mean charges to income
(a) that are not expected to occur in the future and (b) whereby the  underlying
asset was not  created  at least 12 months  before  the  period end in which the
charge is reflected in the Borrower's consolidated financial statements.

                  "Obligations"   shall   mean  all   obligations   defined   as
"Obligations" in the Subsidiary  Guarantee Agreement and the Security Documents,
in each case as such definitions have been amended pursuant to the Reaffirmation
of Guarantee and Security Documents.

                  "Other  Taxes"  shall mean any and all present or future stamp
or documentary  taxes or any other excise or property taxes,  charges or similar
levies  arising  from any  payment  made  under  any Loan  Document  or from the
execution,  delivery or  enforcement  of, or otherwise with respect to, any Loan
Document.

                  "Other Term  Borrowing"  shall mean a Borrowing  comprised  of
Other Term Loans.

                  "Other  Term Loans"  shall have the  meaning  assigned to such
term in Section 2.24(a).

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

                  "Permitted  Acquisition"  shall have the  meaning  assigned to
such term in Section 6.04(i).

                  "Permitted Investments" shall mean:

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

                  (b)  investments in commercial  paper maturing within 270 days
         from  the date of  acquisition  thereof  and  having,  at such  date of
         acquisition,  the highest  credit  rating  obtainable  from S&P or from
         Moody's;

                  (c)   investments  in   certificates   of  deposit,   banker's
         acceptances and time deposits maturing within one year from the date of
         acquisition  thereof  issued or guaranteed by or placed with, and money
         market deposit  accounts  issued or offered by, any domestic  office of
         any  Lender  or any  commercial  bank  organized  under the laws of the
         United  States of  America  or any State  thereof  that has a  combined
         capital   and  surplus   and   undivided   profits  of  not  less  than
         $500,000,000;

                  (d) fully collateralized  repurchase agreements with a term of
         not more than 30 days for securities  described in clause (a) above and
         entered into with a financial  institution  satisfying  the criteria of
         clause (c) above;

                  (e)  investments in municipal  securities  maturing within one
         year from the date of acquisition  thereof and having,  at such date of
         acquisition,  a  rating  of at least  "AA" by S&P or at  least  "Aa" by
         Moody's; and

                  (f)  other   short-term   investments   utilized   by  Foreign
         Subsidiaries  in accordance with normal  investment  practices for cash
         management in investments of a type analogous to the foregoing.

                  "Permitted  Investors"  shall  mean  (a)  Caxton  Corporation,
Frederick J. Iseman, Steven M. Lefkowitz,  Joseph A. Kampf, Robert A. Ferris and
any other person who is a Controlled  Affiliate of any of the  foregoing and any
member of senior  management of the Borrower on the Restatement Date and (b) any
Related Party of any of the foregoing.

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

                  "Plan"  shall mean any  employee  pension  benefit plan (other
than a  Multiemployer  Plan)  subject to the  provisions of Title IV of ERISA or
Section  412 of the Code or  Section  307 of ERISA,  and in respect of which the
Borrower  or any ERISA  Affiliate  is (or, if such plan were  terminated,  would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section
3(5) of ERISA.

                  "Pledge  Agreement" shall mean the Amended and Restated Pledge
Agreement  dated as of October 21,  2002,  as  supplemented  as of May 23, 2003,
among the Borrower,  the Subsidiaries party thereto and the Collateral Agent for
the benefit of the Secured Parties, a copy of which is attached as Exhibit E.

                  "Prime  Rate"  shall  mean  the  rate of  interest  per  annum
publicly  announced from time to time by the  Administrative  Agent as its prime
rate for dollars in effect at its principal office in Charlotte, North Carolina.
The "prime  rate" is a rate set by the  Administrative  Agent based upon various
factors,  including the Administrative Agent's costs and desired return, general
economic  conditions  and other  factors,  and is used as a reference  point for
pricing some loans, which may be priced at, above, or below such announced rate.
Each  change in the Prime Rate  shall be  effective  on the date such  change is
publicly announced as being effective.
                  "Properties"  shall have the meaning  assigned to such term in
Section 3.17.

                  "Pro Rata  Percentage"  of any Revolving  Credit Lender at any
time  shall  mean  the  percentage  of the  Total  Revolving  Credit  Commitment
represented  by such  Lender's  Revolving  Credit  Commitment.  In the event the
Revolving Credit Commitments shall have expired or been terminated, the Pro Rata
Percentages shall be determined on the basis of the Revolving Credit Commitments
most recently in effect.

                  "Reaffirmation of Guarantee and Security Documents" shall mean
the Reaffirmation of Guarantee and Security Documents  substantially in the Form
of Exhibit G-2,  among the Loan Parties and the  Collateral  Agent,  pursuant to
which the Loan Parties shall  reaffirm  their  obligations  under the Subsidiary
Guarantee Agreement and the Security Documents to which they are a party.

                  "Register"  shall have the  meaning  assigned  to such term in
Section 9.04(d).

                  "Regulation  T" shall mean  Regulation  T of the Board as from
time to time in effect and all official rulings and  interpretations  thereunder
or thereof.

                  "Regulation  U" shall mean  Regulation  U of the Board as from
time to time in effect and all official rulings and  interpretations  thereunder
or thereof.

                  "Regulation  X" shall mean  Regulation  X of the Board as from
time to time in effect and all official rulings and  interpretations  thereunder
or thereof.

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

                  "Related  Party" shall mean (a) any  controlling  stockholder,
general partner,  wholly owned Subsidiary,  or spouse or immediate family member
(in the case of an  individual)  of any  Permitted  Investor  or (b) any  trust,
corporation,  partnership or other entity, all the beneficiaries,  stockholders,
partners or owners of which consist  solely of one or more  Permitted  Investors
and/or such other persons referred to in the immediately preceding clause (a).

                  "Release" shall mean any spilling,  leaking, pumping, pouring,
emitting,  emptying,   discharging,   injecting,  escaping,  leaching,  dumping,
disposing,  depositing,  dispersing,  emanating or  migrating  of any  Hazardous
Material in, into, onto or through the environment.

                  "Remedial  Action"  shall mean (a)  "remedial  action" as such
term is defined in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions
required by any Governmental Authority or voluntarily undertaken (i) to cleanup,
remove,  treat,  abate or in any other way address any Hazardous Material in the
environment,  (ii) to prevent the Release or threat of Release,  or minimize the
further Release of any Hazardous  Material so it does not migrate or endanger or
threaten to endanger  public  health,  welfare or the  environment,  or (iii) to
perform studies and  investigations in connection with, or as a precondition to,
clause (i) or (ii) above.

                  "Repayment  Date" shall have the meaning assigned to such term
in Section 2.11(a).

                  "Required  Lenders"  shall mean, at any time,  Lenders  having
Loans (excluding  Swingline Loans), L/C Exposure,  Swingline Exposure and unused
Revolving Credit Commitments and Term Loan Commitments representing at least 51%
of the sum of all outstanding Loans (excluding  Swingline Loans),  L/C Exposure,
Swingline  Exposure  and  unused  Revolving  Credit  Commitments  and Term  Loan
Commitments at such time.

                  "Responsible  Officer" of any person shall mean any  executive
officer or  Financial  Officer of such  person and any other  officer or similar
official thereof  responsible for the  administration of the obligations of such
person in respect of this Agreement.

                  "Restatement  Date"  shall have the  meaning  assigned to such
term in the Amendment Agreement.

                  "Restatement Required Lenders" shall have the meaning assigned
to such term in the Amendment Agreement.

                  "Retiring Agent" shall mean Credit Suisse First Boston, a bank
organized under the laws of  Switzerland,  acting through any of its branches or
affiliates.

                  "Revolving Credit Borrowing" shall mean a Borrowing  comprised
of Revolving Loans.

                  "Revolving Credit Commitment" shall mean, with respect to each
Lender,  the commitment of such Lender to make Revolving  Loans hereunder as set
forth on Schedule 2.01, or in the  Assignment  and Acceptance  pursuant to which
such Lender assumed its Revolving Credit Commitment,  as applicable, as the same
may be (a) reduced from time to time  pursuant to Section  2.09 or 2.21(a),  (b)
increased by the amount of such Lender's Incremental Revolving Credit Commitment
and (c) reduced or increased  from time to time pursuant to assignments by or to
such  Lender  pursuant  to Section  9.04.  Unless the  context  shall  otherwise
require, after the effectiveness of any Incremental Revolving Credit Commitment,
the term "Revolving Credit Commitment" shall include such Incremental  Revolving
Credit Commitment.

                  "Revolving  Credit  Exposure"  shall mean, with respect to any
Lender  at any  time,  the  aggregate  principal  amount  at  such  time  of all
outstanding  Revolving Loans of such Lender,  plus the aggregate  amount at such
time of such  Lender's L/C Exposure,  plus the aggregate  amount at such time of
such Lender's Swingline Exposure.

                  "Revolving Credit Lender" shall mean a Lender with a Revolving
Credit Commitment or outstanding Revolving Credit Exposure.

                  "Revolving Credit Maturity Date" shall mean December 31, 2008.

                  "Revolving  Loans" shall mean the revolving  loans made by the
Lenders to the Borrowers  pursuant to clause (b) of Section 2.01. Each Revolving
Loan shall be a Eurodollar Revolving Loan or an ABR Revolving Loan.

                  "Secured Parties" shall have the meaning assigned to such term
in the Security Agreement.

                  "Security  Agreement"  shall  mean the  Amended  and  Restated
Security  Agreement  dated as of October 21, 2002, as supplemented as of May 23,
2003,  among the Borrower,  the  Subsidiaries  party thereto and the  Collateral
Agent for the  benefit of the  Secured  Parties,  a copy of which is attached as
Exhibit F.

                  "Security  Documents" shall mean the Security  Agreement,  the
Pledge  Agreement  and each of the  security  agreements,  mortgages  and  other
instruments  and  documents  executed  and  delivered  pursuant  to  any  of the
foregoing or pursuant to Section 5.11.

                  "Senior  Leverage Ratio" shall mean, on any date, the ratio of
Net Senior Debt on such date to EBITDA for the period of four consecutive fiscal
quarters  of the  Borrower  most  recently  ended as of such  date.  Solely  for
purposes of this definition,  if, at any time the Senior Leverage Ratio is being
determined,  the  Borrower or any  Subsidiary  shall have  completed a Permitted
Acquisition  or Asset Sale  since the  beginning  of the  relevant  four  fiscal
quarter  period,  the Senior  Leverage  Ratio shall be determined on a pro forma
basis as if such Permitted Acquisition or Asset Sale, and any related incurrence
or repayment of  Indebtedness,  had occurred at the beginning of such period and
taking into account any identifiable  cost savings  documented to the reasonable
satisfaction of the Administrative Agent.

                  "Senior  Subordinated  Note  Documents"  shall mean the Senior
Subordinated  Notes,  the  Senior  Subordinated  Note  Indenture  and all  other
documents  executed and delivered with respect to the Senior  Subordinated Notes
or the Senior Subordinated Note Indenture.

                  "Senior  Subordinated Note Indenture" shall mean the indenture
dated as of May 11, 1999,  between the Borrower,  the Subsidiary  Guarantors and
The Bank of New York (formerly, IBJ Whitehall Bank & Trust Company), as trustee,
as the same may be amended pursuant to the Debt Tender Offer.

                  "Senior  Subordinated  Notes"  shall mean the  Borrower's  12%
Senior   Subordinated  Notes  Due  2009  in  the  initial  principal  amount  of
$100,000,000  issued pursuant to the Senior  Subordinated Note Indenture and any
notes issued by the Borrower in exchange for, and as contemplated by, the Senior
Subordinated Notes with substantially identical terms as the Senior Subordinated
Notes.

                  "S&P" shall mean Standard and Poor's Ratings Service.

                  "SPC" shall have the meaning  assigned to such term in Section
9.04(i).

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

                  "subsidiary"  shall mean,  with respect to any person  (herein
referred to as the "parent"), any corporation, partnership, association or other
business entity of which  securities or other ownership  interests  representing
more than 50% of the equity or more than 50% of the  ordinary  voting power are,
at the time any determination is being made,  owned,  controlled or held, by the
parent or one or more  subsidiaries  of the  parent or by the  parent and one or
more subsidiaries of the parent.

                  "Subsidiary" shall mean any subsidiary of the Borrower.

                  "Subsidiary  Guarantee  Agreement"  shall mean the Amended and
Restated  Subsidiary  Guarantee  Agreement  dated as of  October  21,  2002,  as
supplemented as of May 23, 2003,  made by the Subsidiary  Guarantors in favor of
the Collateral Agent for the benefit of the Secured Parties,  a copy of which is
attached as Exhibit G-1.

                  "Subsidiary  Guarantor"  shall  mean  each  Subsidiary  of the
Borrower  listed on  Schedule  1.01(b),  and each  other  Subsidiary  that is or
becomes a party to a Subsidiary Guarantee Agreement.

                  "Swingline  Commitment"  shall  mean  the  commitment  of  the
Swingline  Lender to make loans  pursuant  to Section  2.22,  as the same may be
reduced from time to time pursuant to Section 2.09 or Section 2.22.

                  "Swingline  Exposure"  shall  mean at any time  the  aggregate
principal amount at such time of all outstanding  Swingline Loans. The Swingline
Exposure  of any  Revolving  Credit  Lender at any time shall equal its Pro Rata
Percentage of the aggregate Swingline Exposure at such time.

                  "Swingline  Lender" shall mean Citizens  Bank, in its capacity
as lender of Swingline Loans hereunder.

                  "Swingline  Loan"  shall  mean any loan made by the  Swingline
Lender pursuant to Section 2.22.

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

                  "Taxes"  shall  mean  any and all  present  or  future  taxes,
levies,  imposts,  duties,  deductions,  charges,  liabilities  or  withholdings
imposed by any Governmental Authority.

                  "Tax  Payments"  shall  mean  payments  in cash in  respect of
Federal,  state,  local and foreign income taxes and assessments,  including all
interest,  penalties and additions imposed with respect to such amounts, paid or
payable by or on behalf of the Borrower and its consolidated Subsidiaries.

                  "Term  Borrowing"  shall mean a  Borrowing  comprised  of Term
Loans.

         "Term  Lender"  shall mean a Lender with a Term Loan  Commitment  or an
outstanding Term Loan.

                  "Term  Loan  Commitment"  shall  mean,  with  respect  to each
Lender,  the commitment of such Lender to make Term Loans hereunder as set forth
on Schedule 2.01, or in the  Assignment  and  Acceptance  pursuant to which such
Lender assumed its Term Loan Commitment,  as applicable,  as the same may be (a)
reduced from time to time  pursuant to Section 2.09 and (b) reduced or increased
from time to time  pursuant  to  assignments  by or to such  Lender  pursuant to
Section  9.04.   Unless  the  context  shall   otherwise   require,   after  the
effectiveness  of any  Incremental  Term Loan  Commitment,  the term  "Term Loan
Commitment" shall include such Incremental Term Loan Commitment.

                  "Term Loan Repayment Dates" shall mean the Repayment Dates and
the Incremental Term Loan Repayment Dates.
                  "Term  Loans" shall mean the term loans made by the Lenders to
the Borrowers  pursuant to clause (a) of Section 2.01.  Unless the context shall
otherwise  require,  the term "Term Loans" shall  include any  Incremental  Term
Loans.

                  "Term Loan Maturity Date" shall mean December 31, 2010.

                  "Third  Party   Financing"   shall  mean  the  purchase  on  a
nonrecourse  basis from the Borrower or any Subsidiary of Third Party Government
Receivables by a person that is not an Affiliate of the Borrower.

                  "Third Party Government  Receivables"  shall mean all Accounts
of the Borrower or any  Subsidiary  with respect to which the Account  Debtor is
the  Government,  which arise  pursuant to a Third Party Sale and which are sold
pursuant to a Third Party Financing.

                  "Third  Party Sale" shall mean the sale to the  Government  by
the Borrower or any Subsidiary of products and/or  services  acquired from or to
be provided by, respectively,  a person that is not the Borrower or an Affiliate
of the  Borrower,  so long as the Account  arising  therefrom  is promptly  sold
pursuant to a Third Party Financing.

                  "Total Revolving Credit  Commitment"  shall mean, at any time,
the aggregate amount of the Revolving Credit  Commitments,  as in effect at such
time. The Total Revolving Credit Commitment in effect on the Restatement Date is
$200,000,000.

                  "Transactions" shall mean,  collectively,  the transactions to
occur on the Restatement  Date,  including (a) the execution and delivery of the
Amendment  Agreement and the Reaffirmation of Guarantee and Security  Documents,
(b) the borrowing of the Term Loans hereunder, (c) the acceptance for payment of
the  Existing  Term  Loans,  (d) the  closing of the Debt  Tender  Offer and the
purchase by the Borrower of all Senior  Subordinated  Notes validly tendered and
not  withdrawn in  connection  therewith and (e) the payment of related fees and
expenses.

                  "Type",  when used in respect of any Loan or Borrowing,  shall
refer to the Rate by  reference  to which  interest on such Loan or on the Loans
comprising such Borrowing is determined.  For purposes  hereof,  the term "Rate"
shall include the Adjusted LIBO Rate and the Alternate Base Rate.

                  "wholly  owned   Subsidiary"   of  any  person  shall  mean  a
subsidiary of such person of which securities (except for directors'  qualifying
shares) or other ownership interests  representing 100% of the equity or 100% of
the  ordinary  voting  power are, at the time any  determination  is being made,
owned,  controlled  or  held  by  such  person  or  one  or  more  wholly  owned
subsidiaries  of such  person or by such  person  and one or more  wholly  owned
subsidiaries of such person.

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

                  "Yield  Differential"  shall have the meaning assigned to such
term in Section 2.24(b).


                  SECTION 1.02. Terms Generally. The definitions in Section 1.01
shall apply equally to both the singular and plural forms of the terms  defined.
Whenever the context may require,  any pronoun shall  include the  corresponding
masculine,  feminine  and neuter  forms.  The words  "include",  "includes"  and
"including"  shall be deemed to be followed by the phrase "without  limitation".
The word "will"  shall be  construed  to have the same meaning and effect as the
word "shall";  and the words "asset" and "property" shall be construed as having
the same meaning and effect and to refer to any and all tangible and  intangible
assets and properties, including cash, securities, accounts and contract rights.
All references  herein to Articles,  Sections,  Exhibits and Schedules  shall be
deemed  references  to Articles and Sections of, and Exhibits and  Schedules to,
this Agreement unless the context shall otherwise  require.  Except as otherwise
expressly  provided herein,  (a) any reference in this Agreement to any document
shall  mean such  document  as  amended,  restated,  supplemented  or  otherwise
modified  from time to time in  accordance  with the terms  thereof  and of this
Agreement  and (b) all  terms of an  accounting  or  financial  nature  shall be
construed in  accordance  with GAAP,  as in effect from time to time;  provided,
however,  that  if the  Borrowers  notify  the  Administrative  Agent  that  the
Borrowers wish to amend any covenant in Article VI or any related  definition to
eliminate  the  effect of any  change in GAAP  occurring  after the date of this
Agreement on the  operation of such  covenant  (or if the  Administrative  Agent
notifies the Borrowers that the Required Lenders wish to amend Article VI or any
related definition for such purpose),  then the Borrowers'  compliance with such
covenant shall be determined on the basis of GAAP in effect  immediately  before
the  relevant  change in GAAP  became  effective,  until  either  such notice is
withdrawn or such covenant is amended in a manner  satisfactory to the Borrowers
and the Required Lenders.


                  SECTION  1.03.  Classification  of Loans and  Borrowings.  For
purposes of this  Agreement,  Loans may be  classified  and referred to by Class
(e.g., a "Revolving  Loan") or by Type (e.g.,  a "Eurodollar  Loan") or by Class
and  Type  (e.g.,  a  "Eurodollar  Revolving  Loan").  Borrowings  also  may  be
classified and referred to by Class (e.g.,  a "Revolving  Borrowing") or by Type
(e.g.,  a  "Eurodollar  Borrowing")  or by Class and Type (e.g.,  a  "Eurodollar
Revolving Borrowing").

                  SECTION 1.04. Joint and Several  Obligations.  The obligations
of the  Borrowers  hereunder,  including  with  respect  to the  payment  of all
principal  of,  and  interest  on,  all  Loans  and L/C  Disbursements,  whether
outstanding  prior  to or on and  after  the  Restatement  Date,  and all  fees,
expenses,  indemnities and other amounts payable  hereunder,  shall be joint and
several.

                                   ARTICLE II
                                   The Credits

                  SECTION 2.01. Commitments. Subject to the terms and conditions
and relying  upon the  representations  and  warranties  herein set forth,  each
Lender  agrees,  severally  and not jointly,  (a) if such Lender has a Term Loan
Commitment,  to make a Term Loan to the Borrowers on the  Restatement  Date in a
principal amount not to exceed its Term Loan Commitment,  (b) if such Lender has
a Revolving Credit Commitment,  to make Revolving Loans to the Borrowers, at any
time and from time to time on or after the Closing Date and until the earlier of
the Revolving  Credit Maturity Date and the termination of the Revolving  Credit
Commitment of such Lender in accordance  with the terms hereof,  in an aggregate
principal  amount at any time  outstanding that will not result in such Lender's
Revolving Credit Exposure  exceeding such Lender's  Revolving Credit Commitment,
and  (c) if  such  Lender  has an  Incremental  Term  Loan  Commitment,  to make
Incremental Term Loans to the Borrowers, in an aggregate principal amount not to
exceed  its  Incremental  Term Loan  Commitment.  Within the limits set forth in
clause (b) of the preceding  sentence and subject to the terms,  conditions  and
limitations  set forth  herein,  the  Borrowers  may  borrow,  pay or prepay and
reborrow  Revolving Loans.  Amounts paid or prepaid in respect of Term Loans may
not be reborrowed.  The Borrowers and the Revolving  Credit Lenders  acknowledge
the making of Revolving Loans prior to the  Restatement  Date under the Existing
Credit  Agreement and agree that, to the extent  outstanding on the  Restatement
Date,  such Revolving  Loans shall  continue to be  outstanding  pursuant to the
terms and conditions of this Agreement and the other Loan Documents.

                  SECTION  2.02.  Loans.  (a) Each Loan  (other  than  Swingline
Loans)  shall be made as part of a  Borrowing  consisting  of Loans  made by the
Lenders  ratably in  accordance  with their  applicable  Commitments;  provided,
however,  that the  failure  of any  Lender to make any Loan shall not in itself
relieve  any  other  Lender  of its  obligation  to  lend  hereunder  (it  being
understood,  however, that no Lender shall be responsible for the failure of any
other Lender to make any Loan required to be made by such other Lender).  Except
for Loans deemed made  pursuant to Section  2.02(f),  the Loans  comprising  any
Borrowing  shall be in an  aggregate  principal  amount  that is (i) an integral
multiple of $1,000,000 or (ii) equal to the remaining  available  balance of the
applicable Commitments.

                  (b) Subject to Sections 2.08 and 2.15, each Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the Borrowers may request
pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan
by causing any  domestic or foreign  branch or  Affiliate of such Lender to make
such  Loan;  provided  that any  exercise  of such  option  shall not affect the
obligation of the  Borrowers to repay such Loan in accordance  with the terms of
this Agreement.  Borrowings of more than one Type may be outstanding at the same
time; provided, however, that the Borrowers shall not be entitled to request any
Borrowing that, if made, would result in more than eight  Eurodollar  Borrowings
outstanding  hereunder at any time.  For purposes of the  foregoing,  Eurodollar
Borrowings  having  different  Interest  Periods,  regardless  of  whether  they
commence on the same date, shall be considered separate Borrowings.

                  (c) Except  with  respect to Loans  made  pursuant  to Section
2.02(f),  each  Lender  shall make each Loan to be made by it  hereunder  on the
proposed date thereof by wire transfer of  immediately  available  funds to such
account in Charlotte,  North Carolina as the Administrative  Agent may designate
not later  than 11:00  a.m.,  New York City  time,  in the case of a  Eurodollar
Borrowing,  or 1:00 p.m.,  New York City time, in the case of an ABR  Borrowing,
and the Administrative Agent shall promptly credit the amounts so received to an
account in the name of a Borrower,  maintained with the Administrative Agent and
designated  by the  Borrowers  in the  applicable  Borrowing  Request  or,  if a
Borrowing  shall not occur on such date because any condition  precedent  herein
specified  shall  not have been met,  return  the  amounts  so  received  to the
respective Lenders.

                  (d) Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing  that such Lender will not make
available to the  Administrative  Agent such Lender's portion of such Borrowing,
the  Administrative  Agent may assume  that such  Lender  has made such  portion
available  to the  Administrative  Agent  on  the  date  of  such  Borrowing  in
accordance  with  paragraph  (c)  above and the  Administrative  Agent  may,  in
reliance upon such  assumption,  make  available to the Borrowers on such date a
corresponding  amount.  If the  Administrative  Agent  shall  have so made funds
available  then, to the extent that such Lender shall not have made such portion
available to the Administrative  Agent, such Lender and the Borrowers  severally
agree  to  repay  to  the   Administrative   Agent   forthwith  on  demand  such
corresponding  amount together with interest thereon, for each day from the date
such amount is made  available  to the  Borrowers  until the date such amount is
repaid  to the  Administrative  Agent at (i) in the case of the  Borrowers,  the
interest rate applicable at the time to the Loans  comprising such Borrowing and
(ii) in the case of such Lender, a rate determined by the  Administrative  Agent
to  represent  its cost of overnight or  short-term  funds (which  determination
shall be conclusive  absent manifest  error).  If such Lender shall repay to the
Administrative  Agent such  corresponding  amount,  such amount shall constitute
such Lender's Loan as part of such Borrowing for purposes of this Agreement.

                  (e) Notwithstanding any other provision of this Agreement, the
Borrowers shall not be entitled to request any Revolving Credit Borrowing if the
Interest  Period  requested  with respect  thereto would end after the Revolving
Credit Maturity Date.

                  (f) If the  Issuing  Bank  shall  not have  received  from the
Borrowers  the payment  required to be made by Section  2.23(e)  within the time
specified  in  such  Section,   the  Issuing  Bank  will  promptly   notify  the
Administrative  Agent of the L/C Disbursement and the Administrative  Agent will
promptly notify each Revolving  Credit Lender of such L/C  Disbursement  and its
Pro Rata  Percentage  thereof.  Each  Revolving  Credit Lender shall pay by wire
transfer of immediately  available funds to the  Administrative  Agent not later
than 2:00 p.m., New York City time, on such date (or, if such  Revolving  Credit
Lender shall have received  such notice later than 12:00  (noon),  New York City
time,  on any day,  not  later  than  11:00  a.m.,  New York City  time,  on the
immediately  following  Business Day), an amount equal to such Lender's Pro Rata
Percentage of such L/C  Disbursement (it being understood that such amount shall
be deemed to constitute  an ABR  Revolving  Loan of such Lender and such payment
shall be deemed to have reduced the L/C Exposure),  and the Administrative Agent
will  promptly  pay to the  Issuing  Bank  amounts  so  received  by it from the
Revolving  Credit  Lenders.  The  Administrative  Agent will promptly pay to the
Issuing Bank any amounts  received by it from the Borrowers  pursuant to Section
2.23(e)  prior to the time that any  Revolving  Credit  Lender makes any payment
pursuant to this paragraph (f); any such amounts received by the  Administrative
Agent thereafter will be promptly  remitted by the  Administrative  Agent to the
Revolving  Credit  Lenders that shall have made such payments and to the Issuing
Bank, as their  interests may appear.  If any Revolving  Credit Lender shall not
have made its Pro Rata  Percentage  of such L/C  Disbursement  available  to the
Administrative  Agent as provided above, such Lender and the Borrowers severally
agree to pay interest on such amount,  for each day from and  including the date
such amount is required to be paid in accordance  with this paragraph (f) to but
excluding  the date such  amount is paid,  to the  Administrative  Agent for the
account  of the  Issuing  Bank at (i) in the case of the  Borrowers,  a rate per
annum equal to the  interest  rate  applicable  to Revolving  Loans  pursuant to
Section  2.06(a),  and (ii) in the case of such Lender,  for the first such day,
the Federal Funds  Effective  Rate, and for each day  thereafter,  the Alternate
Base Rate.

                  SECTION  2.03.  Borrowing  Procedure.  In order to  request  a
Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section
2.02(f),  as to which this Section 2.03 shall not apply),  the  Borrowers  shall
hand  deliver  or fax to the  Administrative  Agent a duly  completed  Borrowing
Request (a) in the case of a  Eurodollar  Borrowing,  not later than 11:00 a.m.,
New York City time, three Business Days before a proposed Borrowing,  and (b) in
the case of an ABR Borrowing,  not later than 12:00 (noon),  New York City time,
one Business Day before a proposed  Borrowing.  Each Borrowing  Request shall be
irrevocable,  shall be signed by or on behalf of the Borrowers and shall specify
the following information:  (i) whether the Borrowing then being requested is to
be a Term Borrowing,  an Other Term Borrowing or a Revolving  Credit  Borrowing,
and whether such Borrowing is to be a Eurodollar  Borrowing or an ABR Borrowing;
(ii) the date of such  Borrowing  (which  shall be a  Business  Day),  (iii) the
number and  location of the account to which  funds are to be  disbursed  (which
shall be an account that complies  with the  requirements  of Section  2.02(c));
(iv)  the  amount  of  such  Borrowing;  and (v) if  such  Borrowing  is to be a
Eurodollar  Borrowing,  the  Interest  Period with  respect  thereto;  provided,
however,  that,  notwithstanding  any contrary  specification  in any  Borrowing
Request,  each requested  Borrowing shall comply with the requirements set forth
in Section  2.02. If no election as to the Type of Borrowing is specified in any
such notice,  then the  requested  Borrowing  shall be an ABR  Borrowing.  If no
Interest  Period with  respect to any  Eurodollar  Borrowing is specified in any
such notice,  then the  Borrowers  shall be deemed to have  selected an Interest
Period of one month's duration.  The Administrative  Agent shall promptly advise
the  applicable  Lenders of any notice given  pursuant to this Section 2.03 (and
the contents thereof), and of each Lender's portion of the requested Borrowing.

                  SECTION 2.04.  Evidence of Debt;  Repayment of Loans.  (a) The
Borrowers hereby unconditionally  promise to pay to (i) the Administrative Agent
(x) for the account of each Lender holding Term Loans,  the principal  amount of
each Term Loan of such  Lender as  provided  in  Section  2.11,  and (y) for the
account of each Revolving  Credit Lender,  the then unpaid  principal  amount of
each  Revolving Loan of such Lender on the Revolving  Credit  Maturity Date, and
(ii) the Swingline  Lender,  the then unpaid  principal amount of each Swingline
Loan on the Revolving Credit Maturity Date.

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

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

                  (d) The entries  made in the accounts  maintained  pursuant to
paragraphs  (b) and (c) above shall be prima facie evidence of the existence and
amounts of the obligations therein recorded; provided, however, that the failure
of any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligations of the Borrowers to repay
the Loans in accordance with their terms.

                  (e) Any Lender may request  that Loans made by it hereunder be
evidenced by a promissory  note. In such event,  the Borrowers shall execute and
deliver  to such  Lender  a  promissory  note  payable  to such  Lender  and its
registered  assigns and in a form and  substance  reasonably  acceptable  to the
Administrative  Agent and the Borrowers.  Notwithstanding any other provision of
this  Agreement,  in the event any  Lender  shall  request  and  receive  such a
promissory  note,  the  interests  represented  by such note  shall at all times
(including  after any  assignment of all or part of such  interests  pursuant to
Section  9.04) be  represented  by one or more  promissory  notes payable to the
payee named therein or its registered assigns.

                  SECTION 2.05.  Fees.  (a) The  Borrowers  agree to pay to each
Lender,  through  the  Administrative  Agent,  on the last day of  March,  June,
September  and  December  in each year and on each  date on which any  Revolving
Credit  Commitment  of such Lender  shall  expire or be  terminated  as provided
herein,  a commitment fee (a  "Commitment  Fee") equal to 3/8 of 1% per annum on
the daily unused amount of the Revolving Credit Commitment of such Lender during
the preceding  quarter (or shorter period  commencing on the Restatement Date or
ending  with  the  Revolving  Credit  Maturity  Date or the  date on  which  the
Revolving Credit  Commitment of such Lender shall expire or be terminated).  All
Commitment  Fees shall be  computed  on the basis of the  actual  number of days
elapsed  in a year of 360 days.  The  Commitment  Fee due to each  Lender  shall
commence to accrue on the Restatement Date and shall cease to accrue on the date
on which the  Revolving  Credit  Commitment  of such Lender  shall  expire or be
terminated as provided herein. For purposes of calculating Commitment Fees only,
no portion of the Revolving  Credit  Commitments  shall be deemed utilized under
Section 2.17 as a result of outstanding Swingline Loans.

                  (b) The Borrowers  agree to pay to the  Administrative  Agent,
for its own account,  the administration fees set forth in the Fee Letter at the
times and in the amounts  specified therein (the  "Administrative  Agent Fees").
The Borrowers  agree to pay to the Collateral  Agent,  for its own account,  the
collateral  agent's  fees set forth in the  Collateral  Agent Fee  Letter at the
times and in the amounts specified therein (the "Collateral Agent Fees").

                  (c) The Borrowers  agree to pay (i) to each  Revolving  Credit
Lender,  through the  Administrative  Agent,  on the last Business Day of March,
June, September and December of each year and on the date on which the Revolving
Credit  Commitment of such Lender shall be terminated as provided  herein, a fee
(an "L/C Participation  Fee") calculated on such Lender's Pro Rata Percentage of
the  average  daily  aggregate  L/C  Exposure  (excluding  the  portion  thereof
attributable to unreimbursed L/C Disbursements) during the preceding quarter (or
shorter period  commencing on the Restatement  Date or ending with the Revolving
Credit  Maturity  Date or the date on which  all  Letters  of  Credit  have been
canceled or have expired and the  Revolving  Credit  Commitments  of all Lenders
shall have been  terminated) at a rate equal to the Applicable  Percentage  from
time to time used to determine the interest rate on Revolving Credit  Borrowings
comprised of Eurodollar  Loans pursuant to Section 2.06, and (ii) to the Issuing
Bank with respect to each Letter of Credit the standard  fronting,  issuance and
drawing fees  specified from time to time by the Issuing Bank (the "Issuing Bank
Fees").  All L/C  Participation  Fees and Issuing Bank Fees shall be computed on
the basis of the actual number of days elapsed in a year of 360 days.

                  (d) The Borrowers agree to pay to each  Incremental  Revolving
Credit Lender,  through the  Administrative  Agent,  the fees (the  "Incremental
Revolving Credit  Commitment Fees") in the amounts and on the dates provided for
in such  Incremental  Revolving  Credit Lender's  Incremental  Revolving  Credit
Assumption Agreement.

                  (e) All Fees  shall be paid on the dates due,  in  immediately
available  funds,  to  the  Administrative  Agent  for  distribution,  if and as
appropriate,  among the Lenders, except that the Issuing Bank Fees shall be paid
directly to the Issuing  Bank.  Once paid,  none of the Fees shall be refundable
under any circumstances.

                  SECTION 2.06. Interest on Loans. (a) Subject to the provisions
of  Section  2.07,  the Loans  comprising  each ABR  Borrowing,  including  each
Swingline Loan, shall bear interest  (computed on the basis of the actual number
of days  elapsed  over a year of 365 or 366 days,  as the case may be,  when the
Alternate Base Rate is determined by reference to the Prime Rate and over a year
of 360 days at all other times and  calculated  from and  including  the date of
such  Borrowing to but  excluding  the date of repayment  thereof) at a rate per
annum equal to the Alternate Base Rate plus the Applicable  Percentage in effect
from time to time.

                  (b)  Subject  to the  provisions  of Section  2.07,  the Loans
comprising each Eurodollar  Borrowing shall bear interest (computed on the basis
of the  actual  number  of days  elapsed  over a year of 360 days) at a rate per
annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Percentage in effect from time to time.

                  (c)   Interest   on  each  Loan   shall  be   payable  to  the
Administrative  Agent on the  Interest  Payment  Dates  applicable  to such Loan
except as otherwise  provided in this Agreement.  The applicable  Alternate Base
Rate or Adjusted LIBO Rate shall be determined by the Administrative  Agent, and
such determination shall be conclusive absent manifest error.

                  SECTION 2.07. Default Interest. If the Borrowers shall default
in the payment of the  principal  of or interest on any Loan or any other amount
becoming due hereunder,  by acceleration  or otherwise,  or under any other Loan
Document,  the Borrowers shall on demand from time to time pay interest,  to the
extent  permitted by law, on such defaulted  amount to but excluding the date of
actual  payment  (after as well as before  judgment)  (a) in the case of overdue
principal,  at the rate  otherwise  applicable  to such Loan pursuant to Section
2.06  plus  2.00% per  annum  and (b) in all  other  cases,  at a rate per annum
(computed  on the basis of the actual  number of days elapsed over a year of 365
or 366 days, as the case may be, when  determined by reference to the Prime Rate
and over a year of 360 days at all other  times) equal to the rate that would be
applicable to an ABR Revolving Loan plus 2.00%.

                  SECTION 2.08. Alternate Rate of Interest. In the event, and on
each occasion,  that on the day two Business Days prior to the  commencement  of
any Interest Period for a Eurodollar  Borrowing the  Administrative  Agent shall
have  determined  that  dollar  deposits in the  principal  amounts of the Loans
comprising  such Borrowing are not generally  available in the London  interbank
market,  or that the rates at which such dollar  deposits are being offered will
not  adequately  and fairly  reflect  the cost to a majority  in interest of the
Lenders making or maintaining such Eurodollar Loans during such Interest Period,
or that reasonable  means do not exist for  ascertaining the Adjusted LIBO Rate,
the Administrative Agent shall, as soon as practicable thereafter,  give written
or fax notice of such  determination  to the Borrowers  and the Lenders.  In the
event of any such  determination,  until the  Administrative  Agent  shall  have
advised the Borrowers and the Lenders that the circumstances giving rise to such
notice no longer exist (which the  Administrative  Agent agrees to do as soon as
practicable  after  such  circumstances  cease to  exist),  any  request  by the
Borrowers for a Eurodollar  Borrowing  pursuant to Section 2.03 or 2.10 shall be
deemed  to be a  request  for  an  ABR  Borrowing.  Each  determination  by  the
Administrative Agent hereunder shall be conclusive absent manifest error.

                  SECTION 2.09.  Termination and Reduction of  Commitments.  (a)
The Term Loan  Commitments  (other than any Incremental  Term Loan  Commitments,
which shall  terminate in accordance with the applicable  Incremental  Term Loan
Assumption Agreement) shall automatically  terminate at 5:00 p.m., New York City
time, on the Restatement Date. The Revolving Credit  Commitments,  the Swingline
Commitment and the L/C Commitment shall automatically terminate on the Revolving
Credit Maturity Date.

                  (b) Upon at  least  three  Business  Days'  prior  irrevocable
written or fax notice to the Administrative Agent, the Borrowers may at any time
in whole permanently terminate, or from time to time in part permanently reduce,
the  Term  Loan  Commitments  or the  Revolving  Credit  Commitments;  provided,
however,  that (i) each partial  reduction of the Term Loan  Commitments  or the
Revolving Credit  Commitments shall be in an integral multiple of $1,000,000 and
(ii) the Total  Revolving  Credit  Commitment  shall not be reduced to an amount
that is less than the sum of the  Aggregate  Revolving  Credit  Exposure  at the
time.

                  (c)  Each  reduction  in  the  Term  Loan  Commitments  or the
Revolving Credit  Commitments  hereunder shall be made ratably among the Lenders
in accordance with their respective applicable Commitments.  The Borrowers shall
pay to the Administrative  Agent for the account of the applicable  Lenders,  on
the date of each termination or reduction,  the Commitment Fees on the amount of
the  Commitments  so terminated or reduced  accrued to but excluding the date of
such termination or reduction.

                  SECTION 2.10.  Conversion and Continuation of Borrowings.  The
Borrowers shall have the right at any time upon prior irrevocable  notice to the
Administrative Agent (a) not later than 12:00 (noon), New York City time, on the
day of conversion,  to convert any  Eurodollar  Borrowing into an ABR Borrowing,
(b) not later than 10:00 a.m., New York City time,  three Business Days prior to
conversion  or  continuation,  to convert any ABR  Borrowing  into a  Eurodollar
Borrowing or to continue any Eurodollar  Borrowing as a Eurodollar Borrowing for
an additional  Interest Period, and (c) not later than 10:00 a.m., New York City
time,  three Business Days prior to conversion,  to convert the Interest  Period
with respect to any Eurodollar Borrowing to another permissible Interest Period,
subject in each case to the following:

                  (i) each  conversion  or  continuation  shall be made pro rata
         among the Lenders in accordance with the respective  principal  amounts
         of the Loans comprising the converted or continued Borrowing;

                  (ii) if less than all the outstanding  principal amount of any
         Borrowing  shall  be  converted  or  continued,   then  each  resulting
         Borrowing shall satisfy the limitations  specified in Sections  2.02(a)
         and (b) regarding the principal amount and maximum number of Borrowings
         of the relevant Type;

                  (iii) each conversion shall be effected by each Lender and the
         Administrative  Agent by  recording  for the account of such Lender the
         new Type and/or Interest Period for such Borrowing  resulting from such
         conversion;  accrued  interest  on  any  Eurodollar  Loan  (or  portion
         thereof) being  converted shall be paid by the Borrowers at the time of
         conversion;

                  (iv) if any Eurodollar  Borrowing is converted at a time other
         than the end of the Interest Period applicable  thereto,  the Borrowers
         shall pay,  upon  demand,  any amounts  due to the Lenders  pursuant to
         Section 2.16;

                  (v) any  portion of a  Borrowing  maturing  or  required to be
         repaid in less than one month may not be converted into or continued as
         a Eurodollar Borrowing;

                  (vi) any  portion of a  Eurodollar  Borrowing  that  cannot be
         converted into or continued as a Eurodollar  Borrowing by reason of the
         immediately  preceding clause shall be  automatically  converted at the
         end of the  Interest  Period in effect for such  Borrowing  into an ABR
         Borrowing;

                  (vii) no Interest  Period may be selected  for any  Eurodollar
         Term  Borrowing that would end later than a Repayment Date occurring on
         or after the first day of such Interest  Period if, after giving effect
         to  such  selection,  the  aggregate  outstanding  amount  of  (A)  the
         Eurodollar  Term  Borrowings  comprised  of Term  Loans and Other  Term
         Loans, as applicable,  with Interest Periods ending on or prior to such
         Repayment Date and (B) the ABR Term Loan  Borrowings  comprised of Term
         Loans and Other Term Loans, as applicable,  would not be at least equal
         to the principal amount of Term Borrowings to be paid on such Repayment
         Date; and

                  (viii) upon notice to the  Borrowers  from the  Administrative
         Agent  given  at  the  request  of  the  Required  Lenders,  after  the
         occurrence and during the continuance of a Default or Event of Default,
         no  outstanding  Loan  may  be  converted  into,  or  continued  as,  a
         Eurodollar Loan.

                  Each notice pursuant to this Section 2.10 shall be irrevocable
and shall refer to this Agreement and specify (i) the identity and amount of the
Borrowing  that the Borrowers  request be converted or  continued,  (ii) whether
such  Borrowing is to be converted to or continued as a Eurodollar  Borrowing or
an ABR Borrowing,  (iii) if such notice requests a conversion,  the date of such
conversion  (which shall be a Business Day) and (iv) if such  Borrowing is to be
converted to or continued as a Eurodollar  Borrowing,  the Interest  Period with
respect  thereto.  If no Interest  Period is  specified  in any such notice with
respect to any  conversion to or  continuation  as a Eurodollar  Borrowing,  the
Borrowers  shall be deemed to have  selected an  Interest  Period of one month's
duration.  The Administrative Agent shall advise the Lenders of any notice given
pursuant to this Section 2.10 and of each  Lender's  portion of any converted or
continued Borrowing.  If the Borrowers shall not have given notice in accordance
with this Section 2.10 to continue any  Eurodollar  Borrowing  into a subsequent
Interest  Period (and shall not otherwise  have given notice in accordance  with
this Section 2.10 to convert such  Borrowing),  such Borrowing shall, at the end
of the Interest Period  applicable  thereto (unless repaid pursuant to the terms
hereof), automatically be converted into an ABR Borrowing.


                  SECTION  2.11.  Repayment  of Term  Borrowings.  (a) The  Term
Borrowings  (other than Term Borrowings  comprised of Other Term Loans) shall be
payable  as to  principal  in 28  consecutive  installments  payable on the last
Business Day of March, June, September and December of each year,  commencing on
the last  Business Day in March 2004 and ending on the Term Loan  Maturity  Date
(each  such  date  being  called  a  "Repayment  Date").  Each of the  first  27
installments  shall be in an  amount  equal to  0.25% of the  initial  aggregate
principal  amount of the Term Borrowings (as adjusted from time to time pursuant
to Sections 2.12, 2.13(f) and 2.24(d)),  with the balance due and payable on the
Term Loan  Maturity  Date.  (b) The  Borrowers  shall pay to the  Administrative
Agent,  for the account of the Lenders,  on each Incremental Term Loan Repayment
Date, a principal  amount of the Other Term Loans (as adjusted from time to time
pursuant to Sections  2.12,  2.13(f) and 2.24(d))  equal to the amount set forth
for such date in the applicable  Incremental Term Loan Assumption Agreement.  To
the extent not  previously  paid,  all  Incremental  Term Loans shall be due and
payable on the Incremental Term Loan Maturity Date.

                  (c) Each payment of Term  Borrowings  pursuant to this Section
2.11 shall be  accompanied by accrued  interest on the principal  amount paid to
but excluding the date of payment.

                  SECTION 2.12.  Prepayment.  (a) The  Borrowers  shall have the
right at any time and from time to time to prepay any Borrowing,  in whole or in
part,  upon at least  three  Business  Days'  prior  written  or fax  notice (or
telephone  notice  promptly  confirmed  by written or fax notice) in the case of
Eurodollar  Loans,  or  written  or fax notice  (or  telephone  notice  promptly
confirmed by written or fax notice) on or prior to the date of prepayment in the
case of ABR Loans, to the Administrative  Agent before 11:00 a.m., New York City
time; provided, however, that each partial prepayment shall be in an amount that
is an integral multiple of $1,000,000.

                  (b) Optional  prepayments  of Term Loans made by the Borrowers
pursuant to paragraph (a) above shall be allocated  among the Term Loans and any
Other Term Loans (and to the remaining  scheduled  installments of principal due
in respect of any such Term Loans) in a manner  determined at the  discretion of
the Borrowers.

                  (c) Each notice of  prepayment  shall  specify the  prepayment
date and the  principal  amount of each  Borrowing  (or  portion  thereof) to be
prepaid,  shall be  irrevocable  and shall  commit the  Borrowers to prepay such
Borrowing  by  the  amount  stated  therein  on the  date  stated  therein.  All
prepayments  under this  Section  2.12  shall be  subject  to  Section  2.16 but
otherwise without premium or penalty.  All prepayments of Eurodollar Loans under
this  Section 2.12 shall be  accompanied  by accrued  interest on the  principal
amount being prepaid to the date of payment. Interest on ABR Loans prepaid under
this Section 2.12 shall be paid in accordance with Section 2.06(c).

                  SECTION 2.13. Mandatory  Prepayments.  (a) In the event of any
termination of all the Revolving Credit Commitments, the Borrowers shall, on the
date of such termination, repay or prepay all their outstanding Revolving Credit
Borrowings  and all  outstanding  Swingline  Loans and replace  all  outstanding
Letters of Credit and/or  deposit an amount equal to the L/C Exposure in cash in
a cash collateral account  established with the Collateral Agent for the benefit
of the Secured Parties.  In the event of any partial  reduction of the Revolving
Credit  Commitments,  then  (i)  at or  prior  to the  effective  date  of  such
reduction, the Administrative Agent shall notify the Borrowers and the Revolving
Credit Lenders of the Aggregate  Revolving  Credit  Exposure after giving effect
thereto and (ii) if the Aggregate  Revolving  Credit  Exposure  would exceed the
Total Revolving Credit  Commitment  after giving effect to such reduction,  then
the Borrowers  shall, on the date of such reduction,  repay or prepay  Revolving
Credit  Borrowings or Swingline Loans (or a combination  thereof) and/or replace
or cash collateralize  outstanding  Letters of Credit in an amount sufficient to
eliminate such excess.

                  (b) Not  later  than the  third  Business  Day  following  the
completion  of any Asset Sale,  the  Borrowers  shall apply 100% of the Net Cash
Proceeds  received  with  respect  thereto to prepay  outstanding  Term Loans in
accordance with Section 2.13(f).

                  (c) In the event and on each occasion that an Equity  Issuance
occurs, the Borrowers shall, substantially simultaneously with (and in any event
not later than the third  Business Day next  following)  the  occurrence of such
Equity Issuance,  apply the lesser of (i) 50% of the Net Cash Proceeds therefrom
and (ii) the amount required to achieve a Senior Leverage Ratio that is at least
0.25 to 1.0 less than the maximum Senior  Leverage Ratio permitted under Section
6.12  applicable  at the time of,  and  after  giving  effect  to,  such  Equity
Issuance, to prepay outstanding Term Loans in accordance with Section 2.13(f).

                  (d) No later than the  earlier of (i) 90 days after the end of
each  fiscal  year of the  Borrower,  commencing  with the fiscal year ending on
December  31, 2004,  and (ii) the date on which the  financial  statements  with
respect to such period are delivered pursuant to Section 5.04(a),  the Borrowers
shall prepay  outstanding  Term Loans in accordance  with Section  2.13(f) in an
aggregate  principal amount equal to 50% of Excess Cash Flow for the fiscal year
then ended only if the Senior  Leverage Ratio at the end of such year shall have
been  greater  than  0.25 to 1.0 less than the  maximum  Senior  Leverage  Ratio
permitted under Section 6.12 at the end of such fiscal year.

                  (e) In the event and on each  occasion  that any Loan Party or
any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance
or other disposition of Indebtedness for money borrowed of any Loan Party or any
subsidiary of a Loan Party (other than Indebtedness for money borrowed permitted
pursuant to Section 6.01),  the Borrowers  shall,  substantially  simultaneously
with (and in any event not later than the third Business Day next following) the
receipt of such Net Cash Proceeds by such Loan Party or such  subsidiary,  apply
an amount  equal to 100% of such Net Cash  Proceeds to prepay  outstanding  Term
Loans in accordance with Section 2.13(f).

                  (f) Mandatory prepayments of outstanding Term Loans under this
Agreement  shall be allocated pro rata between the then  outstanding  Term Loans
and Other Term  Loans,  and applied pro rata  against  the  remaining  scheduled
installments  of  principal  due in  respect  of Term Loans and Other Term Loans
under Sections 2.11(a) and (b), respectively.

                  (g) The Borrowers shall deliver to the  Administrative  Agent,
at the  time  of  each  prepayment  required  under  this  Section  2.13,  (i) a
certificate  signed by a Financial  Officer of the  Borrowers  setting  forth in
reasonable  detail the  calculation of the amount of such prepayment and (ii) to
the  extent  practicable,  at least  three  days  prior  written  notice of such
prepayment.  Each notice of prepayment  shall specify the  prepayment  date, the
Type of each  Loan  being  prepaid  and the  principal  amount  of each Loan (or
portion thereof) to be prepaid. All prepayments of Borrowings under this Section
2.13 shall be subject to Section 2.16, but shall otherwise be without premium or
penalty.

                  SECTION 2.14. Reserve  Requirements;  Change in Circumstances.
(a) Notwithstanding any other provision of this Agreement,  if any Change in Law
shall impose, modify or deem applicable any reserve,  special deposit or similar
requirement  against  assets of,  deposits  with or for the account of or credit
extended by any Lender or the Issuing Bank (except any such reserve  requirement
which is reflected in the Adjusted  LIBO Rate) or shall impose on such Lender or
the Issuing Bank or the London  interbank  market any other condition  affecting
this  Agreement or Eurodollar  Loans made by such Lender or any Letter of Credit
or  participation  therein,  and the result of any of the foregoing  shall be to
increase  the cost to such Lender or the Issuing  Bank of making or  maintaining
any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining
any Letter of Credit or purchasing or maintaining a participation  therein or to
reduce  the  amount of any sum  received  or  receivable  by such  Lender or the
Issuing Bank hereunder  (whether of principal,  interest or otherwise),  in each
case,  by an amount  deemed by such Lender or the Issuing  Bank to be  material,
then the Borrowers  will pay to such Lender or the Issuing Bank, as the case may
be, upon demand in accordance with paragraph (c) below such additional amount or
amounts as will  compensate such Lender or the Issuing Bank, as the case may be,
for such additional costs incurred or reduction suffered.

                  (b) If any Lender or the  Issuing  Bank shall have  determined
that any Change in Law regarding  capital  adequacy has or would have the effect
of reducing the rate of return on such Lender's or the Issuing Bank's capital or
on the capital of such Lender's or the Issuing Bank's holding  company,  if any,
as a  consequence  of this  Agreement  or the Loans  made or  participations  in
Letters of Credit  purchased  by such Lender  pursuant  hereto or the Letters of
Credit  issued by the Issuing Bank  pursuant  hereto to a level below that which
such Lender or the Issuing Bank or such Lender's or the Issuing  Bank's  holding
company   could  have   achieved  but  for  such  Change  In  Law  (taking  into
consideration  such Lender's or the Issuing Bank's  policies and the policies of
such  Lender's or the Issuing  Bank's  holding  company  with respect to capital
adequacy) by an amount deemed by such Lender or the Issuing Bank to be material,
then from time to time in  accordance  with  paragraph  (c) below the  Borrowers
shall  pay to such  Lender  or the  Issuing  Bank,  as the  case  may  be,  such
additional  amount or amounts as will compensate such Lender or the Issuing Bank
or such Lender's or the Issuing  Bank's  holding  company for any such reduction
suffered.

                  (c) A  certificate  of a Lender or the  Issuing  Bank  setting
forth the amount or amounts  necessary to compensate  such Lender or the Issuing
Bank or its holding company, as applicable, as specified in paragraph (a) or (b)
above,  together with supporting  documentation  or computations in each case in
reasonable  detail,  shall be delivered to the Borrowers and shall be conclusive
absent manifest  error.  The Borrowers shall pay such Lender or the Issuing Bank
the amount shown as due on any such  certificate  delivered by it within 10 days
after its receipt of the same.

                  (d)  Failure or delay on the part of any Lender or the Issuing
Bank to demand  compensation  for any  increased  costs or  reduction in amounts
received or receivable or reduction in return on capital shall not  constitute a
waiver of such Lender's or the Issuing Bank's right to demand such compensation;
provided that the Borrowers  shall not be under any obligation to compensate any
Lender or the  Issuing  Bank under  paragraph  (a) or (b) above with  respect to
increased  costs or reductions with respect to any period prior to the date that
is 120 days prior to such  request if such  Lender or the  Issuing  Bank knew or
could reasonably have been expected to know of the circumstances  giving rise to
such increased costs or reductions and of the fact that such circumstances would
result in a claim for increased  compensation  by reason of such increased costs
or reductions; provided further that the foregoing limitation shall not apply to
any increased costs or reductions arising out of the retroactive  application of
any Change in Law within such 120-day period.

                  SECTION  2.15.  Change in Legality.  (a)  Notwithstanding  any
other provision of this  Agreement,  if any Change in Law shall make it unlawful
for any Lender to make or maintain any Eurodollar  Loan or to give effect to its
obligations as contemplated hereby with respect to any Eurodollar Loan, then, by
written notice to the Borrowers and to the Administrative Agent:

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

                  (ii) such Lender may require that all  outstanding  Eurodollar
         Loans made by it be  converted  to ABR Loans,  in which  event all such
         Eurodollar  Loans shall be  automatically  converted to ABR Loans as of
         the effective date of such notice as provided in paragraph (b) below.


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

                  (b) For  purposes  of  this  Section  2.15,  a  notice  to the
Borrowers by any Lender shall be  effective as to each  Eurodollar  Loan made by
such Lender,  if lawful,  on the last day of the Interest Period then applicable
to such Eurodollar  Loan; in all other cases,  such notice shall be effective on
the date of receipt by the Borrowers.

                  SECTION 2.16.  Indemnity.  The Borrowers  shall indemnify each
Lender  against any loss or expense  (other than any loss of margin over funding
cost or  anticipated  profit)  that  such  Lender  may  sustain  or  incur  as a
consequence  of (a) any  event,  other  than a  default  by such  Lender  in the
performance  of its  obligations  hereunder,  which  results in (i) such  Lender
receiving or being  deemed to receive any amount on account of the  principal of
any Eurodollar Loan prior to the end of the Interest Period in effect  therefor,
(ii) the conversion of any Eurodollar  Loan to an ABR Loan, or the conversion of
the Interest Period with respect to any Eurodollar Loan, in each case other than
on the last  day of the  Interest  Period  in  effect  therefor,  or  (iii)  any
Eurodollar  Loan to be made by such Lender  (including any Eurodollar Loan to be
made pursuant to a conversion or continuation under Section 2.10) not being made
after notice of such Loan shall have been given by the Borrowers  hereunder (any
of the events referred to in this clause (a) being called a "Breakage Event") or
(b) any default in the making of any payment or  prepayment  required to be made
hereunder.  In the case of any Breakage Event, such loss shall include an amount
equal to the excess, as reasonably determined by such Lender, of (i) its cost of
obtaining  funds for the  Eurodollar  Loan that is the subject of such  Breakage
Event for the period from the date of such Breakage Event to the last day of the
Interest Period in effect (or that would have been in effect) for such Loan over
(ii) the amount of interest  likely to be realized by such Lender in redeploying
the funds  released or not  utilized by reason of such  Breakage  Event for such
period.  A  certificate  of any  Lender in  reasonable  detail  with  supporting
calculations  setting  forth any amount or amounts which such Lender is entitled
to receive pursuant to this Section 2.16 shall be delivered to the Borrowers and
shall be conclusive absent manifest error.

                  SECTION 2.17. Pro Rata Treatment.  Except as provided below in
this Section 2.17 with respect to Swingline  Loans and as required under Section
2.15, each Borrowing,  each payment or prepayment of principal of any Borrowing,
each payment of interest on the Loans, each payment of the Commitment Fees, each
reduction of the Term Loan Commitments or the Revolving  Credit  Commitments and
each  conversion  of any  Borrowing  to or  continuation  of any  Borrowing as a
Borrowing  of any Type  shall  be  allocated  pro  rata  among  the  Lenders  in
accordance with their respective applicable Commitments (or, if such Commitments
shall  have  expired  or been  terminated,  in  accordance  with the  respective
principal amounts of their outstanding  Loans).  For purposes of determining the
available  Revolving  Credit  Commitments  of  the  Lenders  at any  time,  each
outstanding Swingline Loan shall be deemed to have utilized the Revolving Credit
Commitments  of the Lenders  (including  those Lenders which shall not have made
Swingline  Loans) pro rata in accordance with such respective  Revolving  Credit
Commitments.  Each Lender agrees that in computing such Lender's  portion of any
Borrowing to be made hereunder, the Administrative Agent may, in its discretion,
round each  Lender's  percentage  of such  Borrowing to the next higher or lower
whole dollar amount.

                  SECTION 2.18.  Sharing of Setoffs.  Each Lender agrees that if
it  shall,  through  the  exercise  of a  right  of  banker's  lien,  setoff  or
counterclaim  against the  Borrowers  or any other Loan Party,  or pursuant to a
secured  claim under  Section 506 of Title 11 of the United States Code or other
security or interest  arising from, or in lieu of, such secured claim,  received
by such Lender under any applicable bankruptcy,  insolvency or other similar law
or otherwise,  or by any other means,  obtain payment (voluntary or involuntary)
in respect  of any  Obligation  as a result of which the  unpaid  portion of its
Obligations  shall be  proportionately  less  than  the  unpaid  portion  of the
Obligations  of any  other  Lender,  it shall be deemed  simultaneously  to have
purchased  from such other Lender at face value,  and shall promptly pay to such
other Lender the purchase price for, a participation  in the Obligations of such
other  Lender,  so that the  aggregate  unpaid  amount  of the  Obligations  and
participations  in  Obligations  held  by  each  Lender  shall  be in  the  same
proportion to the aggregate unpaid amount of all Obligations then outstanding as
the amount of its Obligations prior to such exercise of banker's lien, setoff or
counterclaim  or other  event was to the amount of all  Obligations  outstanding
prior to such exercise of banker's lien,  setoff or counterclaim or other event;
provided,  however,  that if any such purchase or purchases or adjustments shall
be made pursuant to this Section 2.18 and the payment  giving rise thereto shall
thereafter be  recovered,  such  purchase or purchases or  adjustments  shall be
rescinded to the extent of such  recovery  and the  purchase  price or prices or
adjustment  restored without  interest.  The Borrowers  expressly consent to the
foregoing  arrangements  and agree that any Lender holding a participation in an
Obligation  deemed to have been so purchased  may exercise any and all rights of
banker's lien,  setoff or counterclaim  with respect to any and all moneys owing
by the Borrowers to such Lender by reason thereof as fully as if such Lender had
made a Loan directly to the Borrowers in the amount of such participation.

                  SECTION  2.19.  Payments.  (a) The  Borrowers  shall make each
payment  (including  principal  of or  interest  on any  Borrowing  or  any  L/C
Disbursement  or any Fees or other  amounts)  hereunder and under any other Loan
Document not later than 1:00 p.m.,  New York City time,  on the date when due in
immediately  available  dollars,   without  setoff,   defense  or  counterclaim;
provided, however, that the Borrowers shall make each payment of principal of or
interest on  Swingline  Loans not later than 12:00  (noon),  New York City time.
Each such  payment  (other  than (i)  Issuing  Bank  Fees,  which  shall be paid
directly to the Issuing  Bank,  and (ii)  principal of and interest on Swingline
Loans,  which shall be paid directly to the Swingline Lender except as otherwise
provided in Section  2.22(e)) shall be made to the  Administrative  Agent at its
offices at One Independence  Center,  101 North Tryon Street,  Charlotte,  North
Carolina.  The Administrative  Agent shall distribute any such payments received
by it for the account of any other person to the appropriate  recipient promptly
following receipt thereof.

                  (b) Except as otherwise  expressly  provided herein,  whenever
any payment (including  principal of or interest on any Borrowing or any Fees or
other  amounts)  hereunder or under any other Loan Document shall become due, or
otherwise  would occur, on a day that is not a Business Day, such payment may be
made on the next  succeeding  Business Day, and such  extension of time shall in
such case be included in the computation of interest or Fees, as applicable.

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

                  SECTION 2.20. Taxes. (a) Any and all payments by or on account
of any  obligation  of the  Borrowers  or any Loan Party  hereunder or under any
other Loan  Document  shall be made free and clear of and without  deduction for
any Indemnified Taxes or Other Taxes; provided that if the Borrowers or any Loan
Party shall be required to deduct any Indemnified Taxes or Other Taxes from such
payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions  (including  deductions  applicable to additional
sums payable  under this Section 2.20) the  Administrative  Agent or such Lender
(as the case may be) receives an amount equal to the sum it would have  received
had no such  deductions  been made,  (ii) the Borrowers or such Loan Party shall
make such  deductions  and (iii) the  Borrowers or such Loan Party shall pay the
full amount deducted to the relevant  Governmental  Authority in accordance with
applicable law.

                  (b) The  Borrowers  shall pay any Other Taxes to the  relevant
Governmental Authority in accordance with applicable law.

                  (c) The Borrowers shall indemnify the Administrative Agent and
each Lender,  within 10 days after written demand therefor,  for the full amount
of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender,  as the case may be, on or with  respect to any payment by or on account
of any  obligation  of the  Borrowers  or any Loan Party  hereunder or under any
other Loan  Document  (including  Indemnified  Taxes or Other  Taxes  imposed or
asserted on or  attributable to amounts payable under this Section 2.20) and any
penalties,  interest and reasonable  expenses arising  therefrom or with respect
thereto,  whether or not such Indemnified Taxes or Other Taxes were correctly or
legally  imposed  or  asserted  by  the  relevant  Governmental   Authority.   A
certificate  as to the amount of such  payment  or  liability  delivered  to the
Borrowers by a Lender, or by the Administrative Agent on its behalf or on behalf
of a Lender, shall be conclusive absent manifest error.

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

                  (e) Any Foreign  Lender that is entitled to an exemption  from
or  reduction  of  withholding  tax under the law of a  jurisdiction  in which a
Borrower is located,  or any treaty to which such  jurisdiction is a party, with
respect to payments under this Agreement  shall deliver to the Borrowers (with a
copy to the  Administrative  Agent),  on or prior to the Restatement Date, or in
the case of a Lender that is an assignee or transferee of an interest under this
Agreement  pursuant  to Section  9.04  (unless  the Lender was  already a Lender
hereunder immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender,  such  accurate,  properly  completed and
executed  documentation  prescribed by applicable law or reasonably requested by
the Borrowers as will permit such payments to be made without  withholding or at
a reduced rate. In addition, each Lender agrees that from time to time after the
Closing  Date,  when a lapse in time or  change  in  circumstances  renders  the
previous  certification  obsolete or inaccurate in any material respect, it will
deliver to the Borrowers  and the  Administrative  Agent new accurate,  properly
completed and executed  documentation  prescribed by applicable law or as may be
required in order to confirm or establish  the  entitlement  of such Lender to a
continued  exemption  from or reduction in United  States  withholding  tax with
respect to payments  under this  Agreement and any  Revolving  Loan, or it shall
immediately notify the Borrowers and the  Administrative  Agent of its inability
to  deliver  any such  documentation,  in which  case such  Lender  shall not be
required  to deliver any such  documentation  pursuant  to this  paragraph  (e).
Notwithstanding  anything to the  contrary  contained  in this  Section 2.20 but
subject  to  Section  9.04 and the  immediately  succeeding  sentence,  (x) each
Borrower  shall be  entitled,  to the extent it is  required to do so by law, to
deduct or withhold  income or similar taxes imposed by the United States (or any
political  subdivision  or taxing  authority  thereof or therein) from interest,
fees or other amounts payable hereunder for the account of any Lender which is a
Foreign  Lender to the extent that such Lender has not provided to the Borrowers
accurate,  properly  completed  and executed  documentation  that  establishes a
complete  exemption  from such  deduction or  withholding  and (y) the Borrowers
shall not be  obligated  pursuant to this  Section  2.20 to make any  additional
payments to a Lender  pursuant to paragraph (b) or (c) above, as the case may be
(the "Gross-Up Payments"),  if such Lender has not provided to the Borrowers the
documentation  required  to be  provided  to  the  Borrowers  pursuant  to  this
paragraph  (e).  Notwithstanding  anything  to  the  contrary  contained  in the
preceding  sentence or elsewhere in this Section 2.20 and except as set forth in
Section 9.04,  the Borrowers  agree to pay  additional  amounts and to indemnify
each  Lender in the manner set forth in  paragraphs  (b) and (c) above  (without
regard  to  the  identity  of  the  jurisdiction   requiring  the  deduction  or
withholding)  in respect of any Taxes deducted or withheld by it as described in
the immediately  preceding sentence as a result of any changes after the Closing
Date in any applicable law, treaty, governmental rule, regulation,  guideline or
order,  or  in  the  interpretation  thereof,   relating  to  the  deducting  or
withholding of such Taxes.

                  (f) If the  Borrowers  pay any  additional  amount  under this
Section 2.20 to a Lender and such Lender  determines in its sole discretion that
it has actually  received or realized in connection  therewith any refund or any
reduction of, or credit  against,  its Tax Liabilities in or with respect to the
taxable year in which the  additional  amount is paid,  such Lender shall pay to
the Borrowers an amount that the Lender shall, in its sole discretion, determine
is equal to the net benefit, after tax, which was obtained by the Lender in such
year as a consequence of such refund, reduction or credit.

                  SECTION  2.21.   Assignment  of   Commitments   Under  Certain
Circumstances;  Duty to Mitigate. (a) In the event (i) any Lender or the Issuing
Bank delivers a certificate  requesting  compensation  pursuant to Section 2.14,
(ii) any Lender or the Issuing Bank delivers a notice described in Section 2.15,
(iii) the Borrowers are required to pay any  additional  amount to any Lender or
the Issuing Bank or any  Governmental  Authority on account of any Lender or the
Issuing Bank  pursuant to Section 2.20 or (iv) any Lender  refuses to consent to
any amendment,  waiver or other  modification of any Loan Document  requested by
the Borrowers  that requires the consent of a greater  percentage of the Lenders
than the Required  Lenders and such amendment,  waiver or other  modification is
consented to by the Required  Lenders,  the Borrowers may, at their sole expense
and  effort  (including  with  respect to the  processing  and  recordation  fee
referred to in Section 9.04(b)),  upon notice to such Lender or the Issuing Bank
and the  Administrative  Agent,  require  such  Lender  or the  Issuing  Bank to
transfer and assign, without recourse,  representation or warranty, except as to
warranty as to its ownership of the assigned obligations (in accordance with and
subject to the  restrictions  contained in Section 9.04),  all of its interests,
rights and  obligations  under this  Agreement to an assignee  that shall assume
such assigned  obligations and, with respect to clause (iv) above, shall consent
to such requested  amendment,  waiver or other modification of any Loan Document
(which  assignee may be another  Lender,  if a Lender accepts such  assignment);
provided  that (x) such  assignment  shall not  conflict  with any law,  rule or
regulation  or  order  of any  court  or  other  Governmental  Authority  having
jurisdiction, (y) the Borrowers shall have received the prior written consent of
the  Administrative  Agent  (and,  if a  Revolving  Credit  Commitment  is being
assigned, of the Issuing Bank and the Swingline Lender), which consent shall not
unreasonably be withheld, and (z) the Borrowers or such assignee shall have paid
to the affected  Lender or the Issuing Bank in  immediately  available  funds an
amount equal to the sum of the principal of and interest  accrued to the date of
such payment on the outstanding Loans or L/C Disbursements of such Lender or the
Issuing  Bank,  respectively,  plus all Fees and other  amounts  accrued for the
account of such  Lender or the Issuing  Bank  hereunder  (including  any amounts
under  Sections  2.14 and 2.16);  provided  further  that,  if prior to any such
transfer  and  assignment  the  circumstances  or event  that  resulted  in such
Lender's or the Issuing  Bank's  claim for  compensation  under  Section 2.14 or
notice under  Section 2.15 or the amounts paid  pursuant to Section 2.20, as the
case may be, cease to cause such Lender or the Issuing Bank to suffer  increased
costs or reductions in amounts  received or receivable or reduction in return on
capital,  or cease to have the consequences  specified in Section 2.15, or cease
to result in  amounts  being  payable  under  Section  2.20,  as the case may be
(including  as a result of any action  taken by such Lender or the Issuing  Bank
pursuant to  paragraph  (b) below),  or if such Lender or the Issuing Bank shall
waive its right to claim further  compensation  under Section 2.14 in respect of
such  circumstances  or event or shall withdraw its notice under Section 2.15 or
shall waive its right to further  payments under Section 2.20 in respect of such
circumstances or event, as the case may be, then such Lender or the Issuing Bank
shall not  thereafter  be  required  to make any such  transfer  and  assignment
hereunder.  Each Lender hereby agrees to execute and deliver,  promptly upon its
receipt of notice from the Borrowers  requiring  the transfer and  assignment of
such  Lender's  interests  hereunder  pursuant  to  this  Section  2.21(a),  any
Assignment  and Acceptance  necessary to effectuate  such  assignment;  provided
that,  notwithstanding  the foregoing,  the Administrative  Agent may effectuate
such assignment, without any action by such Lender, by recording such assignment
in the Register.

                  (b) If (i)  any  Lender  or the  Issuing  Bank  shall  request
compensation  under Section 2.14, (ii) any Lender or the Issuing Bank delivers a
notice  described in Section 2.15 or (iii) the Borrowers are required to pay any
additional  amount  to  any  Lender  or the  Issuing  Bank  or any  Governmental
Authority on account of any Lender or the Issuing Bank pursuant to Section 2.20,
then such Lender or the Issuing Bank shall use  reasonable  efforts (which shall
not require  such Lender or the Issuing  Bank to incur an  unreimbursed  loss or
unreimbursed cost or expense or otherwise take any action  inconsistent with its
internal policies or legal or regulatory restrictions or suffer any disadvantage
or  burden  deemed  by it to be  significant)  (x) to file  any  certificate  or
document  reasonably  requested in writing by the Borrowers or (y) to assign its
rights and delegate and  transfer  its  obligations  hereunder to another of its
offices,  branches or affiliates,  if such filing or assignment would reduce its
claims for  compensation  under Section 2.14 or enable it to withdraw its notice
pursuant to Section 2.15 or would  reduce  amounts  payable  pursuant to Section
2.20, as the case may be, in the future.  The Borrowers  hereby agree to pay all
reasonable  costs and  expenses  incurred by any Lender or the  Issuing  Bank in
connection with any such filing or assignment, delegation and transfer.

                  SECTION  2.22.  Swingline  Loans.  (a)  Swingline  Commitment.
Subject to the terms and  conditions  and relying upon the  representations  and
warranties  herein set forth,  the Swingline  Lender agrees to make loans to the
Borrowers  at any time and from time to time on and after the  Restatement  Date
and until the earlier of the Revolving  Credit Maturity Date and the termination
of the Revolving Credit  Commitments in accordance with the terms hereof,  in an
aggregate  principal  amount at any time outstanding that will not result in (i)
the aggregate  principal amount of all Swingline Loans exceeding  $20,000,000 in
the aggregate,  (ii) the Revolving  Credit Exposure of any Lender,  after giving
effect  to  any  Swingline  Loan,   exceeding  such  Lender's  Revolving  Credit
Commitment or (iii) the Aggregate Revolving Credit Exposure, after giving effect
to any Swingline Loan,  exceeding the Total Revolving  Credit  Commitment.  Each
Swingline  Loan shall be in a principal  amount that is an integral  multiple of
$100,000.  The  Swingline  Commitment  may be terminated or reduced from time to
time as provided herein.  Within the foregoing limits, and subject to the terms,
conditions and  limitations set forth herein,  the Borrowers may borrow,  pay or
prepay and reborrow Swingline Loans.

                  (b) Swingline Loans. In order to request a Swingline Loan, the
Borrowers  shall  notify  the  Swingline  Lender by  written  or fax  notice (or
telephone  notice promptly  confirmed by written or fax notice),  with a copy of
such notice to the  Administrative  Agent, not later than 12:00 (noon), New York
City  time,  on the day of a  proposed  Swingline  Loan.  Such  notice  shall be
delivered  on a  Business  Day,  shall be  irrevocable  and shall  refer to this
Agreement and shall  specify the requested  date (which shall be a Business Day)
and  amount  of such  Swingline  Loan.  The  Swingline  Lender  shall  make each
Swingline  Loan  available to the  Borrowers by means of a credit to the general
deposit account of a Borrower with the Swingline Lender by 3:00 p.m. on the date
such Swingline Loan is so requested. Pursuant to Section 5.01(c) of the Security
Agreement,  the  Swingline  Lender  may  apply  the  funds  on  deposit  in  the
Concentration Account (as such term is defined in the Security Agreement) on any
Business Day to repay outstanding Swingline Loans.

                  (c) Prepayment. The Borrowers shall have the right at any time
and from time to time to prepay any Swingline  Loan,  in whole or in part,  upon
giving written or fax notice (or telephone notice promptly  confirmed by written
or fax  notice)  to the  Swingline  Lender,  with a copy of such  notice  to the
Administrative  Agent,  before  1:00 p.m.,  New York City  time,  on the date of
prepayment at the Swingline  Lender's address for notices  specified on Schedule
2.01. All principal  payments of Swingline Loans shall be accompanied by accrued
interest on the principal amount being repaid to the date of payment.

                  (d) Interest.  Each  Swingline  Loan shall be an ABR Loan and,
subject to the  provisions  of Section  2.07,  shall bear  interest  at the rate
provided for ABR Revolving Loans in accordance with Section 2.06(a).

                  (e) Participations. The Swingline Lender may by written notice
given to the  Administrative  Agent not later than 12:00  (noon),  New York City
time,  on any  Business  Day require  the  Revolving  Credit  Lenders to acquire
participations  on such Business Day in all or a portion of the Swingline  Loans
outstanding.  Such notice shall specify the aggregate  amount of Swingline Loans
in which the Revolving Credit Lenders will participate. The Administrative Agent
will, promptly upon receipt of such notice, give notice to each Revolving Credit
Lender,  specifying  in such notice such  Lender's Pro Rata  Percentage  of such
Swingline Loan or Loans. In furtherance of the foregoing,  each Revolving Credit
Lender hereby absolutely and  unconditionally  agrees, upon receipt of notice as
provided  above,  to pay to the  Administrative  Agent,  for the  account of the
Swingline  Lender,  such Revolving  Credit  Lender's Pro Rata Percentage of such
Swingline Loan or Loans.  Each Revolving  Credit Lender  acknowledges and agrees
that its  obligation to acquire  participations  in Swingline  Loans pursuant to
this  paragraph (e) is absolute and  unconditional  and shall not be affected by
any  circumstance  whatsoever,  including the  occurrence  and  continuance of a
Default or an Event of Default, and that each such payment shall be made without
any offset,  abatement,  withholding  or reduction  whatsoever.  Each  Revolving
Credit Lender shall comply with its obligation  under this paragraph (e) by wire
transfer  of  immediately  available  funds,  in the same  manner as provided in
Section  2.02(c) with respect to Loans made by such Lender (and Section  2.02(c)
shall apply,  mutatis mutandis,  to the payment  obligations of the Lenders) and
the Administrative  Agent shall promptly pay to the Swingline Lender the amounts
so received by it from the Lenders.  The  Administrative  Agent shall notify the
Borrowers of any  participations in any Swingline Loan acquired pursuant to this
paragraph,  and  thereafter  payments in respect of such Swingline Loan shall be
made to the  Administrative  Agent and not to the Swingline Lender.  Any amounts
received by the Swingline Lender from the Borrowers (or other party on behalf of
the  Borrowers)  in respect of a Swingline  Loan after  receipt by the Swingline
Lender of the  proceeds of a sale of  participations  therein  shall be promptly
remitted  to  the  Administrative  Agent;  any  such  amounts  received  by  the
Administrative  Agent shall be promptly remitted by the Administrative  Agent to
the Revolving  Credit  Lenders that shall have made their  payments  pursuant to
this paragraph (e) and to the Swingline  Lender,  as their interests may appear.
The purchase of  participations  in a Swingline  Loan pursuant to this paragraph
(e) shall not relieve the  Borrowers (or other party liable for  obligations  of
the Borrowers) of any default in the payment thereof.

                  SECTION  2.23.  Letters of Credit.  (a)  General.  Each of the
Borrowers may request the issuance of a Letter of Credit for its own account, in
a form reasonably  acceptable to the Administrative  Agent and the Issuing Bank,
at any time and from time to time while the Revolving Credit  Commitments remain
in effect. This Section 2.23 shall not be construed to impose an obligation upon
the  Issuing  Bank to issue any Letter of Credit that is  inconsistent  with the
terms and conditions of this Agreement.

                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. In order to request the issuance of a Letter of Credit (or to amend,
renew or extend an existing Letter of Credit),  the Borrowers shall hand deliver
or fax to the Issuing Bank and the  Administrative  Agent (reasonably in advance
of the requested date of issuance, amendment, renewal or extension) a notice (in
the form of a completed  application  and  agreement  for  issuance of letter of
credit used by the Issuing Bank from time to time)  requesting the issuance of a
Letter of Credit, or identifying the Letter of Credit to be amended,  renewed or
extended,  the date of issuance,  amendment,  renewal or extension,  the date on
which such Letter of Credit is to expire (which shall comply with  paragraph (c)
below),  the  amount  of such  Letter of  Credit,  the name and  address  of the
beneficiary  thereof and such other information as shall be necessary to prepare
such Letter of Credit. A Letter of Credit shall be issued,  amended,  renewed or
extended  only if, and upon  issuance,  amendment,  renewal or extension of each
Letter of Credit the  Borrowers  shall be deemed to represent  and warrant that,
after giving effect to such  issuance,  amendment,  renewal or extension (i) the
L/C  Exposure  shall not exceed  $20,000,000  and (ii) the  Aggregate  Revolving
Credit Exposure shall not exceed the Total Revolving Credit Commitment. Promptly
after the issuance,  amendment,  renewal or extension of a Letter of Credit, the
applicable Issuing Bank shall notify the Administrative Agent and the Borrowers,
in writing,  of such issuance,  amendment,  renewal or extension and such notice
shall  be  accompanied  by a  copy  of  such  issuance,  amendment,  renewal  or
extension.

                  (c) Expiration Date. Each Letter of Credit shall expire at the
close of  business  on the  earlier  of the date one year  after the date of the
issuance of such Letter of Credit and the date that is five  Business Days prior
to the Revolving  Credit Maturity Date,  unless such Letter of Credit expires by
its terms on an earlier  date;  provided that a Letter of Credit may provide for
automatic  extension of any expiration date for additional  periods of up to one
year,  subject to a right on the part of the  Issuing  Bank to prevent  any such
automatic   extension  from  occurring  by  giving   reasonable  notice  to  the
beneficiary during a period satisfactory to the Administrative Agent.

                  (d) Participations.  By the issuance of a Letter of Credit and
without any further  action on the part of the Issuing Bank or the Lenders,  the
Issuing Bank hereby grants to each Revolving Credit Lender, and each such Lender
hereby acquires from the applicable Issuing Bank, a participation in such Letter
of Credit equal to such Lender's Pro Rata  Percentage  of the  aggregate  amount
available to be drawn under such Letter of Credit,  effective  upon the issuance
of such  Letter of Credit (or,  in the case of the  Existing  Letters of Credit,
effective upon the Restatement Date). In consideration and in furtherance of the
foregoing,  each Revolving Credit Lender hereby  absolutely and  unconditionally
agrees to pay to the Administrative  Agent, for the account of the Issuing Bank,
such Lender's Pro Rata Percentage of each L/C  Disbursement  made by the Issuing
Bank and not  reimbursed  by the  Borrowers  (or, if  applicable,  another party
pursuant to its obligations under any other Loan Document) forthwith on the date
due as provided in Section 2.02(f).  Each Revolving  Credit Lender  acknowledges
and agrees  that its  obligation  to  acquire  participations  pursuant  to this
paragraph (d) in respect of Letters of Credit is absolute and  unconditional and
shall not be affected by any circumstance  whatsoever,  including the occurrence
and continuance of a Default or an Event of Default,  and that each such payment
shall  be  made  without  any  offset,   abatement,   withholding  or  reduction
whatsoever.

                  (e)  Reimbursement.  If the  Issuing  Bank  shall make any L/C
Disbursement  in respect of a Letter of Credit,  the Borrowers  shall pay to the
Administrative Agent an amount equal to such L/C Disbursement not later than two
hours after the Borrowers  shall have received notice from the Issuing Bank that
payment of such draft will be made,  or, if the  Borrowers  shall have  received
such notice later than 10:00 a.m.,  New York City time, on any Business Day, not
later than 10:00 a.m., New York City time, on the immediately following Business
Day.

                  (f)  Obligations  Absolute.   The  Borrowers'  obligations  to
reimburse  L/C  Disbursements  as  provided  in  paragraph  (e)  above  shall be
absolute,  unconditional  and  irrevocable,  and shall be performed  strictly in
accordance  with the terms of this  Agreement,  under any and all  circumstances
whatsoever, and irrespective of:

                  (i) any lack of  validity or  enforceability  of any Letter of
         Credit or any Loan Document, or any term or provision therein;

                  (ii) any  amendment  or waiver of or any consent to  departure
         from all or any of the  provisions  of any Letter of Credit or any Loan
         Document;

                  (iii) the  existence  of any claim,  setoff,  defense or other
         right that the Borrowers,  any other party  guaranteeing,  or otherwise
         obligated  with,  the  Borrowers,  any  Subsidiary  or other  Affiliate
         thereof  or  any  other  person  may  at  any  time  have  against  the
         beneficiary  under  any  Letter  of  Credit,   the  Issuing  Bank,  the
         Administrative  Agent or any  Lender or any other  person,  whether  in
         connection  with this  Agreement,  any other Loan Document or any other
         related or unrelated agreement or transaction;

                  (iv) any draft or other document  presented  under a Letter of
         Credit proving to be forged, fraudulent, invalid or insufficient in any
         respect or any  statement  therein  being untrue or  inaccurate  in any
         respect;

                  (v)  payment  by the  Issuing  Bank  under a Letter  of Credit
         against  presentation of a draft or other document that does not comply
         with the terms of such Letter of Credit; and

                  (vi) any other act or  omission to act or delay of any kind of
         the Issuing Bank, the Lenders,  the  Administrative  Agent or any other
         person or any other event or  circumstance  whatsoever,  whether or not
         similar to any of the foregoing,  that might, but for the provisions of
         this Section  2.23,  constitute  a legal or equitable  discharge of the
         Borrowers' obligations hereunder.

                  Without  limiting  the  generality  of  the  foregoing,  it is
expressly  understood and agreed that the absolute and unconditional  obligation
of the Borrowers hereunder to reimburse L/C Disbursements will not be excused by
the gross  negligence or wilful  misconduct  of the Issuing Bank.  The foregoing
shall not,  however,  be construed to excuse the Issuing Bank from  liability to
the Borrowers to the extent of any direct  damages (as opposed to  consequential
damages,  claims in respect of which are hereby  waived by the  Borrowers to the
extent permitted by applicable law) suffered by the Borrowers that are caused by
the Issuing Bank's gross negligence or wilful misconduct in determining  whether
drafts and other  documents  presented  under a Letter of Credit comply with the
terms thereof.  It is understood that the Issuing Bank may accept documents that
appear  on  their  face  to be in  order,  without  responsibility  for  further
investigation,  regardless of any notice or  information to the contrary and, in
making any payment under any Letter of Credit (i) the Issuing  Bank's  exclusive
reliance on the documents  presented to it under such Letter of Credit as to any
and all matters set forth therein, including reliance on the amount of any draft
presented  under  such  Letter of  Credit,  whether or not the amount due to the
beneficiary  thereunder  equals the amount of such draft and  whether or not any
document  presented  pursuant to such Letter of Credit proves to be insufficient
in any respect, if such document on its face appears to be in order, and whether
or not any other  statement  or any other  document  presented  pursuant to such
Letter of Credit proves to be forged or invalid or any statement  therein proves
to be inaccurate or untrue in any respect  whatsoever and (ii) any noncompliance
in any immaterial respect of the documents presented under such Letter of Credit
with the terms thereof shall,  in each case, be deemed not to constitute  wilful
misconduct or gross negligence of the Issuing Bank.


                  (g) Disbursement Procedures.  The Issuing Bank shall, promptly
following its receipt thereof,  examine all documents  purporting to represent a
demand for payment under a Letter of Credit.  The Issuing Bank shall as promptly
as  possible   give   telephonic   notification,   confirmed   by  fax,  to  the
Administrative  Agent and the  Borrowers  of such demand for payment and whether
the Issuing Bank has made or will make an L/C Disbursement thereunder;  provided
that any failure to give or delay in giving  such  notice  shall not relieve the
Borrowers of their  obligation  to reimburse  the Issuing Bank and the Revolving
Credit  Lenders with respect to any such L/C  Disbursement.  The  Administrative
Agent shall promptly give each Revolving Credit Lender notice thereof.

                  (h) Interim  Interest.  If the Issuing Bank shall make any L/C
Disbursement in respect of a Letter of Credit,  then, unless the Borrowers shall
reimburse such L/C  Disbursement in full on such date, the unpaid amount thereof
shall bear interest for the account of the Issuing  Bank,  for each day from and
including the date of such L/C Disbursement, to but excluding the earlier of the
date of payment by the Borrowers or the date on which interest shall commence to
accrue thereon as provided in Section 2.02(f),  at the rate per annum that would
apply to such amount if such amount were an ABR Revolving Loan.

                  (i)  Resignation  or Removal of the Issuing Bank.  The Issuing
Bank may  resign  at any time by  giving 30 days'  prior  written  notice to the
Administrative  Agent, the Lenders and the Borrowers,  and may be removed at any
time by the Borrowers by notice to the Issuing Bank,  the  Administrative  Agent
and the Lenders.  Subject to the next succeeding paragraph,  upon the acceptance
of any appointment as the Issuing Bank hereunder by a Lender that shall agree to
serve as successor  Issuing  Bank,  such  successor  shall succeed to and become
vested with all the interests,  rights and  obligations of the retiring  Issuing
Bank and the retiring  Issuing Bank shall be discharged  from its obligations to
issue  additional  Letters  of Credit  hereunder.  At the time such  removal  or
resignation  shall become  effective,  the  Borrowers  shall pay all accrued and
unpaid fees pursuant to Section  2.05(c)(ii).  The acceptance of any appointment
as the Issuing  Bank  hereunder  by a successor  Lender shall be evidenced by an
agreement  entered  into  by  such  successor,  in a  form  satisfactory  to the
Borrowers and the  Administrative  Agent, and, from and after the effective date
of such  agreement,  (i) such  successor  Lender  shall  have all the rights and
obligations of the previous Issuing Bank under this Agreement and the other Loan
Documents and (ii) references herein and in the other Loan Documents to the term
"Issuing  Bank" shall be deemed to refer to such  successor  or to any  previous
Issuing  Bank,  or to such  successor  and all previous  Issuing  Banks,  as the
context shall require.  No failure of any other Lender to accept  appointment as
successor  Issuing Bank shall  affect the  resignation  of the retiring  Issuing
Bank.  After the  resignation  or removal of the  Issuing  Bank  hereunder,  the
retiring Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement and the other
Loan  Documents  with  respect to  Letters of Credit  issued by it prior to such
resignation or removal, but shall not be required to issue additional Letters of
Credit.

                  (j) Cash  Collateralization.  If any  Event of  Default  shall
occur and be continuing,  the Borrowers  shall, on the Business Day they receive
notice  from  the  Administrative  Agent or the  Required  Lenders  (or,  if the
maturity of the Loans has been  accelerated,  Revolving  Credit Lenders  holding
participations in outstanding Letters of Credit representing greater than 50% of
the aggregate  undrawn amount of all outstanding  Letters of Credit) thereof and
of the amount to be deposited,  deposit in an account with the Collateral Agent,
for the benefit of the Revolving Credit Lenders,  an amount in cash equal to the
L/C Exposure as of such date. Such deposit shall be held by the Collateral Agent
as collateral for the payment and performance of the Obligations. The Collateral
Agent shall have exclusive  dominion and control,  including the exclusive right
of  withdrawal,  over  such  account.  Other  than any  interest  earned  on the
investment of such deposits in Permitted Investments, which investments shall be
made at the option and sole  discretion of the Collateral  Agent,  such deposits
shall not bear interest.  Interest or profits, if any, on such investments shall
accumulate in such account.  Moneys in such account shall (i)  automatically  be
applied  by the  Administrative  Agent to  reimburse  the  Issuing  Bank for L/C
Disbursements  for  which  it has not  been  reimbursed,  (ii)  be held  for the
satisfaction  of the  reimbursement  obligations  of the  Borrowers  for the L/C
Exposure  at  such  time  and  (iii)  if the  maturity  of the  Loans  has  been
accelerated  (but subject to the consent of  Revolving  Credit  Lenders  holding
participations in outstanding Letters of Credit representing greater than 50% of
the aggregate undrawn amount of all outstanding  Letters of Credit),  be applied
to satisfy the  Obligations.  If the Borrowers are required to provide an amount
of cash  collateral  hereunder  as a  result  of the  occurrence  of an Event of
Default,  such amount (to the extent not applied as aforesaid) shall be returned
to the  Borrowers  within three  Business  Days after all Events of Default have
been cured or waived.

                  (k) Additional  Issuing Banks.  The Borrowers may, at any time
and from  time to time  with the  consent  of the  Administrative  Agent  (which
consent shall not be  unreasonably  withheld) and such Lender,  designate one or
more  additional  Lenders  to act as an  issuing  bank  under  the terms of this
Agreement.  Any Lender  designated as an issuing bank pursuant to this paragraph
(k) shall be deemed (in  addition to being a Lender) to be the Issuing Bank with
respect  to  Letters of Credit  issued or to be issued by such  Lender,  and all
references  herein and in the other Loan  Documents to the term  "Issuing  Bank"
shall, with respect to such Letters of Credit, be deemed to refer to such Lender
in its capacity as Issuing Bank.

                  SECTION  2.24.  Increase  in Term  Loan  Commitments.  (a) The
Borrowers may, by written notice to the Administrative  Agent from time to time,
request  Incremental  Term  Loan  Commitments  in an amount  not to  exceed  the
Incremental Term Loan Amount from one or more  Incremental  Term Lenders,  which
may include any existing Lender;  provided that each Incremental Term Lender, if
not  already  a  Lender  hereunder,  shall be  subject  to the  approval  of the
Administrative Agent (which approval shall not be unreasonably  withheld).  Each
such  notice  shall  set  forth  (i) the  amount  of the  Incremental  Term Loan
Commitments being requested (which shall be in minimum  increments of $5,000,000
and a minimum amount of $10,000,000 or equal to the remaining  Incremental  Term
Loan Amount),  (ii) the date on which such Incremental Term Loan Commitments are
requested to become effective (which shall not be less than 10 Business Days nor
more  than 60 days  after  the date of such  notice),  and  (iii)  whether  such
Incremental  Term  Loan  Commitments  are  commitments  to make  Term  Loans  or
commitments  to make term loans with  economic  terms (such as  interest  rates,
maturities and  amortization  schedules)  that are different from the Term Loans
("Other Term Loans").

                  (b) The  Borrowers  and each  Incremental  Term  Lender  shall
execute  and  deliver  to the  Administrative  Agent an  Incremental  Term  Loan
Assumption  Agreement and such other  documentation as the Administrative  Agent
shall  reasonably  specify to evidence the  Incremental  Term Loan Commitment of
such  Incremental Term Lender.  Each Incremental Term Loan Assumption  Agreement
shall  specify the terms of the  Incremental  Term Loans to be made  thereunder;
provided,  however, that, without the prior written consent of Lenders holding a
majority in interest of the outstanding  Loans and Commitments of each adversely
affected  Class of Term  Loans,  (i) the final  maturity  date of any Other Term
Loans  shall be no earlier  than the final  maturity  date of any other Class of
Term  Loans;  (ii) if the  Initial  Yield on any Other  Term Loans  exceeds  the
Applicable Percentage then in effect for Eurodollar Term Loans of any Class, the
final  maturity date of such Other Terms Loans shall be no earlier than the date
falling six months after the final maturity date of each such adversely affected
Class;  (iii) the  average  life to maturity of any Other Term Loans shall be no
shorter than the average life to maturity of any other Class of Term Loans; (iv)
if the Initial Yield on any Other Term Loans exceeds the  Applicable  Percentage
then in effect  for  Eurodollar  Term Loans of any Class,  the  average  life to
maturity  of such Other Term Loans  shall be six months  longer than the average
life to maturity of each such adversely  affected Class;  and (v) if the Initial
Yield on any Other Term Loans  exceeds by more than 50 basis  points (the amount
of such  excess  above 50 basis  points  being  referred to herein as the "Yield
Differential")  the Applicable  Percentage  then in effect for  Eurodollar  Term
Loans of any Class, then each Applicable  Percentage for each adversely affected
Class of Term Loans shall  automatically be increased by the Yield Differential,
effective  upon the making of the Other Term  Loans.  The  Administrative  Agent
shall promptly notify each Lender as to the  effectiveness  of each  Incremental
Term Loan Assumption  Agreement.  Each of the parties hereto hereby agrees that,
upon the effectiveness of any Incremental Term Loan Assumption  Agreement,  this
Agreement  shall be  deemed  amended  to the  extent  (but  only to the  extent)
necessary  to  reflect  the  existence  and terms of the  Incremental  Term Loan
Commitment  evidenced thereby.  Any such deemed amendment may be memorialized in
writing by the  Administrative  Agent  with the  Borrowers'  consent  (not to be
unreasonably withheld) and furnished to the other parties hereto.

                  (c)  Notwithstanding  the foregoing,  no Incremental Term Loan
Commitment shall become effective under this Section 2.24 unless (i) on the date
of such  effectiveness,  the  conditions  set forth in paragraphs (b) and (c) of
Section 4.01 shall be satisfied and the Administrative Agent shall have received
a certificate to that effect dated such date and executed by a Financial Officer
of the Borrowers,  and (ii) the  Administrative  Agent shall have received (with
sufficient  copies for each of the  Incremental  Term Lenders)  legal  opinions,
board resolutions and an officer's  certificate  consistent with those delivered
on the Restatement Date under paragraphs (a) and (c) of Section 4.02.

                  (d)  Each  of  the  parties  hereto  hereby  agrees  that  the
Administrative  Agent may take any and all action as may be reasonably necessary
to ensure that all  Incremental  Term Loans (other than Other Term Loans),  when
originally  made, are included in each Borrowing of outstanding  Term Loans on a
pro rata basis. This may be accomplished at the discretion of the Administrative
Agent by requiring each  outstanding  Eurodollar  Term Borrowing to be converted
into an ABR Term  Borrowing  on the date of each  Incremental  Term Loan,  or by
allocating  a  portion  of  each  Incremental  Term  Loan  to  each  outstanding
Eurodollar  Term Borrowing on a pro rata basis,  even though as a result thereof
such  Incremental  Term Loan may effectively have a shorter Interest Period than
the  Term  Loans  included  in the  Borrowing  of  which  they  are a part  (and
notwithstanding  any other  provision of this Agreement that would prohibit such
an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term
Loans  required by the preceding  sentence  shall be subject to Section 2.16. If
any Incremental Term Loan is to be allocated to an existing  Interest Period for
a Eurodollar  Term  Borrowing  then,  subject to Section 2.07, the interest rate
applicable  to such  Incremental  Term Loan for the  remainder of such  Interest
Period shall equal the Adjusted  LIBO Rate for a period  approximately  equal to
the remainder of such Interest Period (as determined by the Administrative Agent
two Business Days before the date such  Incremental  Term Loan is made) plus the
Applicable Percentage. In addition, to the extent any Incremental Term Loans are
not Other Term Loans, the scheduled  amortization payments under Section 2.11(a)
required  to be made after the making of such  Incremental  Term Loans  shall be
ratably increased to reflect the aggregate  principal amount of such Incremental
Term Loans. In such event, the Administrative Agent shall prepare and distribute
to the Borrowers and the Lenders an updated amortization schedule which shall be
conclusive absent manifest error.

                  SECTION 2.25. Increase in Revolving Credit Commitments. (a)The
Borrowers may, by written notice to the  Administrative  Agent from time to time
after the Restatement Date, request Incremental  Revolving Credit Commitments in
an amount not to exceed the Incremental  Revolving Credit Commitment Amount from
one or more Incremental Revolving Credit Lenders, which may include any existing
Lender; provided that each Incremental Revolving Credit Lender, if not already a
Revolving  Credit  Lender  hereunder,  shall be subject to the  approval  of the
Administrative Agent, the Issuing Bank and the Swingline Lender (which approvals
shall not be  unreasonably  withheld).  Each such notice shall set forth (i) the
amount of the Incremental  Revolving Credit  Commitments  being requested (which
shall be in minimum  increments of $1,000,000 and a minimum amount of $5,000,000
or equal to the remaining  Incremental  Revolving Credit Commitment  Amount) and
(ii)  the  date on which  such  Incremental  Revolving  Credit  Commitments  are
requested to become effective (which shall not be less than 10 Business Days nor
more than 60 days after the date of such notice).

                  (b) The Borrowers and each Incremental Revolving Credit Lender
shall execute and deliver to the Administrative  Agent an Incremental  Revolving
Credit Assumption  Agreement and such other  documentation as the Administrative
Agent shall  reasonably  specify to evidence the  Incremental  Revolving  Credit
Commitment of such Incremental Revolving Credit Lender. The Administrative Agent
shall promptly notify each Lender as to the  effectiveness  of each  Incremental
Revolving Credit Assumption Agreement.  Each of the parties hereto hereby agrees
that, upon the  effectiveness  of any Incremental  Revolving  Credit  Assumption
Agreement, this Agreement shall be deemed amended to the extent (but only to the
extent)  necessary  to  reflect  the  existence  and  terms  of the  Incremental
Revolving Credit Commitment evidenced thereby.

                  (c)  Each  of  the  parties  hereto  hereby  agrees  that  the
Administrative Agent may take any and all actions as may be reasonably necessary
to  ensure  that,  after  giving  effect  to any  Incremental  Revolving  Credit
Commitment  pursuant to this Section 2.25, the  outstanding  Revolving Loans (if
any) are held by the Revolving  Credit Lenders in accordance  with their new Pro
Rata   Percentages.   This  may  be   accomplished  at  the  discretion  of  the
Administrative  Agent (i) by requiring  the  outstanding  Revolving  Loans to be
prepaid with the proceeds of a new Revolving Credit  Borrowing,  (ii) by causing
the existing  Revolving  Credit Lenders to assign portions of their  outstanding
Revolving Loans to Incremental Revolving Credit Lenders, (iii) by permitting the
Revolving Credit Borrowings outstanding at the time of any increase in the Total
Revolving Credit Commitment  pursuant to this Section 2.25 to remain outstanding
until the last days of the respective Interest Periods therefor, even though the
Revolving Credit Lenders would hold such Revolving Credit  Borrowings other than
in accordance with their new Pro Rata Percentages, or (iv) by any combination of
the  foregoing.  Any  prepayment or assignment  described in this  paragraph (c)
shall be subject to  indemnification  by the Borrowers pursuant to Section 2.16,
but otherwise without premium or penalty.

                  (d)  Notwithstanding the foregoing,  no Incremental  Revolving
Credit  Commitment  shall become effective under this Section 2.25 unless on the
date of such  effectiveness,  the conditions set forth in paragraphs (b) and (c)
of Section  4.01 shall be  satisfied  and the  Administrative  Agent  shall have
received  a  certificate  to that  effect  dated  such  date and  executed  by a
Financial Officer of the Borrowers.

                                  ARTICLE III

                         Representations and Warranties

                  The  Borrowers  represent  and  warrant to the  Administrative
Agent, the Collateral Agent, the Issuing Bank and each of the Lenders that:

                  SECTION 3.01.  Organization;  Powers. The Borrower and each of
the  Subsidiaries  (a) is duly organized,  validly existing and in good standing
under the laws of the  jurisdiction of its  organization,  (b) has all requisite
power and  authority to own its property and assets and to carry on its business
as now  conducted  and as  proposed  to be  conducted,  (c) is  qualified  to do
business  in,  and  is in  good  standing  in,  every  jurisdiction  where  such
qualification  is  required,  except  where the failure so to qualify  could not
reasonably be expected to result in a Material  Adverse Effect,  and (d) has the
power and authority to execute,  deliver and perform its obligations  under each
of the Loan Documents and each other agreement or instrument contemplated hereby
or thereby to which it is or will be a party and, in the case of the  Borrowers,
to borrow hereunder.

                  SECTION  3.02.  Authorization.  The  execution,  delivery  and
performance by each Loan Party of each Loan Document to which it is or will be a
party and the  consummation by the Loan Parties of the  Transactions  (including
the  borrowings  hereunder)  (a) have  been  duly  authorized  by all  requisite
corporate and, if required,  stockholder action and (b) will not (i) violate (A)
any material provision of law, statute,  rule or regulation,  or the certificate
or articles of incorporation or other  constitutive  documents or by-laws of the
Borrower or any Subsidiary,  (B) any order of any Governmental  Authority or (C)
any  provision  of any  indenture  or any  other  material  agreement  or  other
instrument to which the Borrower or any Subsidiary is a party or by which any of
them or any of their  property  is or may be bound,  (ii) be in  conflict  with,
result in a breach of or  constitute  (alone or with  notice or lapse of time or
both) a default under, or give rise to any right to accelerate or to require the
prepayment, repurchase or redemption of any obligation under any such indenture,
agreement or other  instrument  or (iii) result in the creation or imposition of
any Lien upon or with  respect to any  property or assets now owned or hereafter
acquired  by the  Borrower  or any  Subsidiary  (other  than  any  Lien  created
hereunder or under the Security Documents).

                  SECTION  3.03.  Enforceability.  This  Agreement has been duly
executed and  delivered by the Borrowers  and  constitutes,  and each other Loan
Document when executed and delivered by each Loan Party thereto will constitute,
a legal,  valid and binding  obligation of such Loan Party  enforceable  against
such Loan Party in accordance with its terms,  except as such enforceability may
be limited by bankruptcy, insolvency, fraudulent conveyance,  reorganization and
other  similar laws  relating to or affecting  creditors'  rights  generally and
general equitable principles.

                  SECTION  3.04.  Governmental  Approvals;   Contracts.  (a)  No
action,  consent or approval of, registration or filing with or any other action
by any  Governmental  Authority  is or will be required in  connection  with the
Transactions and the other transactions  contemplated hereby, except for such as
have been made or obtained  and are in full force and effect,  and except  where
the failure to obtain such consent or approval,  or to make such registration or
filing or other action, could not reasonably be expected to result in a Material
Adverse Effect.

                  (b) No notice of  suspension,  debarment  or  termination  for
default has been received by the Borrower or any  Subsidiary  and no cure notice
(other than any immaterial cure notice under any General Services Administration
contract) has been received by the Borrower or any Subsidiary in connection with
any Government  Contract or other contract pursuant to which the Borrower or any
Subsidiary  is  directly or  indirectly  acting as a  subcontractor  under or in
connection with a Government  Contract.  All Government Contracts that as of the
Restatement Date constitute  Material  Contracts are listed on Schedule 3.04(b),
and documentation necessary for compliance with the Assignment of Claims Act has
been executed and delivered by the Borrower or any  Subsidiary,  as  applicable,
with  respect to each  Government  Contract for which  Assignment  of Claims Act
perfection is currently  being  requested by the  Collateral  Agent (as noted on
Schedule 3.04(b)).

                  SECTION  3.05.  Financial  Statements.  (a) The  Borrower  has
heretofore  furnished  to  the  Lenders  its  consolidated  balance  sheets  and
statements of income,  stockholder's equity and cash flows (i) as of and for the
fiscal year ended December 31, 2002,  audited by and  accompanied by the opinion
of KPMG LLP,  independent public accountants,  and (ii) as of and for the fiscal
quarter and the portion of the fiscal year ended  September 30, 2003,  certified
by its chief  financial  officer.  Such  financial  statements  were prepared in
accordance  with GAAP and present fairly in all material  respects the financial
condition  and  results of  operations  and cash flows of the  Borrower  and its
consolidated  Subsidiaries  as of such dates and for such periods.  Such balance
sheets  and the notes  thereto  disclose  all  material  liabilities,  direct or
contingent,  of the Borrower and its  consolidated  Subsidiaries as of the dates
thereof.

                  (b) The Borrower has  heretofore  delivered to the Lenders its
unaudited  pro forma  consolidated  balance  sheet  and  statements  of  income,
stockholder's  equity and cash flows as of September 30, 2003,  prepared  giving
effect to the Transactions as if they had occurred, with respect to such balance
sheet, on such date and, with respect to such other financial statements, on the
first  day of the  twelve-month  period  ending  on such  date.  Such pro  forma
financial statements have been prepared in good faith by the Borrower,  based on
the assumptions used to prepare the pro forma financial information contained in
the Confidential Information Memorandum (which assumptions at the time made were
believed by the Borrower to be reasonable),  were based on the best  information
available to the Borrower as of the date of delivery thereof, accurately reflect
all  adjustments  required  to be made to give  effect to the  Transactions  and
present  fairly in all  material  respects  on a pro forma  basis the  estimated
consolidated   financial   position  of  the  Borrower   and  its   consolidated
Subsidiaries as of such date and for such period, assuming that the Transactions
had actually  occurred at such date or at the  beginning of such period,  as the
case may be.

                  SECTION 3.06. No Material  Adverse  Change.  There has been no
material  adverse  change in the  business,  results  of  operations,  property,
condition  (financial  or  otherwise)  or  prospects  of the  Borrower  and  the
Subsidiaries, taken as a whole, since December 31, 2002.

                  SECTION 3.07.  Title to Properties;  Possession  Under Leases.
(a) Each of the Borrower and the  Subsidiaries has good and marketable title to,
or valid leasehold interests in, all its material properties and assets,  except
for minor defects in title that do not interfere with its ability to conduct its
business as currently  conducted or to utilize  such  properties  and assets for
their intended  purposes.  All such material  properties and assets are free and
clear of Liens, other than Liens expressly permitted by Section 6.02.

                  (b) Each of the  Borrower  and the  Subsidiaries  has complied
with all obligations  under all material leases to which it is a party,  and all
such  leases  are in  full  force  and  effect.  Each  of the  Borrower  and the
Subsidiaries enjoys peaceful and undisturbed  possession under all such material
leases.

                  SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth as of the
Restatement  Date a list  of  all  Subsidiaries  and  the  percentage  ownership
interest of the Borrower therein. The shares of capital stock or other ownership
interests so indicated on Schedule  3.08 are fully paid and  non-assessable  and
are owned by the Borrower,  directly or indirectly,  free and clear of all Liens
(other than Liens created pursuant to the Loan Documents).

                  SECTION 3.09. Litigation;  Compliance with Laws. Except as set
forth on Schedule 3.09,  there are not any actions,  suits or proceedings at law
or in equity or by or before any  Governmental  Authority now pending or, to the
knowledge of the Borrowers,  threatened against or affecting the Borrower or any
Subsidiary  or any  business,  property  or rights of any such  person  (a) that
involve  any Loan  Document  or the  Transactions  or (b) as to which there is a
reasonable  possibility  of an  adverse  determination  and that,  if  adversely
determined,  could reasonably be expected,  individually or in the aggregate, to
result in a Material Adverse Effect.

                  SECTION 3.10.  Agreements.  None of the Borrower or any of the
Subsidiaries is in default in any manner under any provision of any indenture or
other agreement or instrument evidencing Indebtedness, or any Material Contract,
where such default could  reasonably be expected to result in a Material Adverse
Effect.

                  SECTION 3.11.  Federal  Reserve  Regulations.  (a) None of the
Borrower or any of the  Subsidiaries  is engaged  principally,  or as one of its
important  activities,  in the business of  extending  credit for the purpose of
buying or carrying Margin Stock.

                  (b) No part of the  proceeds  of any  Loan  or any  Letter  of
Credit will be used,  whether directly or indirectly,  and whether  immediately,
incidentally or ultimately, for any purpose that entails a violation of, or that
is inconsistent with, the provisions of the Regulations of the Board,  including
Regulation T, U or X.

                  SECTION 3.12.  Investment  Company Act; Public Utility Holding
Company  Act.  None of the  Borrower  or any  Subsidiary  is (a) an  "investment
company" as defined in, or subject to regulation  under, the Investment  Company
Act of 1940 or (b) a "holding  company" as defined in, or subject to  regulation
under, the Public Utility Holding Company Act of 1935.

                  SECTION  3.13.  Use of Proceeds.  The  Borrowers  will use the
proceeds of the Loans and will  request  the  issuance of Letters of Credit only
for the purposes specified in the preamble to this Agreement.

                  SECTION  3.14.  Tax  Returns.  Each  of the  Borrower  and the
Subsidiaries  has  filed or caused to be filed  all  Federal,  state,  local and
foreign tax returns or materials  required to have been filed by it and has paid
or caused to be paid all  material  taxes due and payable by it and all material
assessments  received by it, except taxes that are being contested in good faith
by appropriate  proceedings  and for which the Borrower or such  Subsidiary,  as
applicable, shall have set aside on its books adequate reserves.

                  SECTION  3.15.  No  Material  Misstatements.  None  of (a) the
Confidential  Information  Memorandum  or (b)  any  other  information,  report,
financial  statement,  exhibit  or  schedule  furnished  by or on  behalf of the
Borrowers  to the  Administrative  Agent or any  Lender in  connection  with the
negotiation  of any Loan  Document or  included  therein or  delivered  pursuant
thereto contained, contains or will contain any material misstatement of fact or
omitted,  omits or will omit to state any  material  fact  necessary to make the
statements therein, in the light of the circumstances under which they were, are
or  will  be  made,  not  misleading;  provided  that  to the  extent  any  such
information,  report, financial statement, exhibit or schedule was based upon or
constitutes a forecast or projection,  the Borrowers represent only that each of
them acted in good faith and utilized reasonable assumptions and due care in the
preparation  of  such  information,  report,  financial  statement,  exhibit  or
schedule.

                  SECTION 3.16. Employee Benefit Plans. (a) Each of the Borrower
and its ERISA  Affiliates  is in  compliance  in all material  respects with the
applicable  provisions of ERISA and the Code and the  regulations  and published
interpretations  thereunder.  No  ERISA  Event  has  occurred  or is  reasonably
expected to occur that,  when taken  together  with all other such ERISA Events,
could reasonably be expected to result in material  liability of the Borrower or
any of its ERISA Affiliates.  The present value of all benefit liabilities under
each Plan (based on those assumptions used to fund such Plan) did not, as of the
last annual  valuation date applicable  thereto,  exceed by more than $3,000,000
the fair market value of the assets of such Plan,  and the present  value of all
benefit liabilities of all underfunded Plans (based on those assumptions used to
fund each such Plan) did not, as of the last annual  valuation dates  applicable
thereto,  exceed by more than  $3,000,000 the fair market value of the assets of
all such underfunded Plans.

                  (b) Each Foreign Pension Plan is in compliance in all material
respects with all  requirements  of law  applicable  thereto and the  respective
requirements of the governing documents for such plan, except to the extent such
non-compliance  could not reasonably be expected to result in a Material Adverse
Effect.  With respect to each Foreign  Pension Plan,  none of the Borrower,  its
Affiliates or any of its directors, officers, employees or agents has engaged in
a transaction that subjects the Borrower or any of its Subsidiaries, directly or
indirectly,  to a material  tax or civil  penalty.  With respect to each Foreign
Pension  Plan,  reserves  have  been  established  in the  financial  statements
furnished to the Lenders in respect of any unfunded  liabilities  in  accordance
with  applicable  law and prudent  business  practice  or,  where  required,  in
accordance with ordinary accounting  practices in the jurisdiction in which such
Foreign Pension Plan is maintained.  The aggregate  unfunded  liabilities,  with
respect to such Foreign Pension Plans could not reasonably be expected to result
in a Material Adverse Effect. There are no actions,  suits or claims (other than
routine claims for benefits)  pending or threatened  against the Borrower or any
of its Affiliates with respect to any Foreign Pension Plan that could reasonably
be expected,  individually or in the aggregate,  to result in a Material Adverse
Effect.

                  SECTION 3.17.  Environmental  Matters.  Except as set forth in
Schedule 3.17:

                  (a) The  properties  owned or operated by the Borrower and the
Subsidiaries  (the  "Properties")  do not contain  any  Hazardous  Materials  in
amounts or  concentrations  which (i)  constitute or constituted a violation of,
(ii) require Remedial Action under, or (iii) could give rise to liability under,
Environmental Laws, which violations,  Remedial Actions and liabilities,  in the
aggregate, could reasonably be expected to result in a Material Adverse Effect;

                  (b) The  Properties and all operations of the Borrower and the
Subsidiaries  are  in  compliance,  and in the  last  six  years  have  been  in
compliance,  with all Environmental Laws and all necessary Environmental Permits
have  been  obtained  and  are  in  effect,  except  to  the  extent  that  such
non-compliance  or failure to obtain any necessary  permits,  in the  aggregate,
could not reasonably be expected to result in a Material Adverse Effect;

                  (c) There have been no Releases  or  threatened  Releases  at,
from,  under or proximate to the Properties or otherwise in connection  with the
operations  of the Borrower or the  Subsidiaries,  which  Releases or threatened
Releases, in the aggregate, could reasonably be expected to result in a Material
Adverse Effect;

                  (d)  None  of the  Borrower  or any  of the  Subsidiaries  has
received any notice of an Environmental  Claim in connection with the Properties
or the  operations  of the  Borrower or the  Subsidiaries  or with regard to any
person  whose  liabilities  for  environmental   matters  the  Borrower  or  the
Subsidiaries  has retained or assumed,  in whole or in part,  contractually,  by
operation of law or otherwise,  which,  in the  aggregate,  could  reasonably be
expected  to result in a Material  Adverse  Effect,  nor do the  Borrower or the
Subsidiaries  have reason to believe that any such notice will be received or is
being threatened; and

                  (e) Hazardous  Materials  have not been  transported  from the
Properties,  nor have Hazardous  Materials been  generated,  treated,  stored or
disposed  of at, on or under any of the  Properties  in a manner that could give
rise to  liability  under any  Environmental  Law,  nor have the Borrower or the
Subsidiaries retained or assumed any liability,  contractually,  by operation of
law or otherwise, with respect to the generation, treatment, storage or disposal
of Hazardous Materials, which transportation,  generation, treatment, storage or
disposal, or retained or assumed liabilities, in the aggregate, could reasonably
be expected to result in a Material Adverse Effect.

                  SECTION  3.18.  Insurance.  Schedule  3.18 sets  forth a true,
complete and correct description of all insurance maintained by the Borrowers or
by the Borrower  for its  Subsidiaries  as of the  Restatement  Date.  As of the
Restatement  Date,  such  insurance is in full force and effect and all premiums
have been duly paid.  The Borrower and its  Subsidiaries  have insurance in such
amounts and covering such risks and liabilities as are in accordance with normal
industry practice.

                  SECTION 3.19. Security Documents.  (a) The Pledge Agreement is
effective to create in favor of the Collateral Agent, for the ratable benefit of
the Secured Parties,  a legal,  valid and enforceable  security  interest in the
Collateral  (as  defined  in the  Pledge  Agreement)  and,  with  respect to all
Collateral  previously  delivered  to and in the  possession  of the  Collateral
Agent, constitutes,  or in the case of Collateral to be delivered in the future,
will constitute a fully perfected first priority Lien on, and security  interest
in, all right, title and interest of the pledgors thereunder in such Collateral,
in each case prior and superior in right to any other person.

                  (b) The Security  Agreement is effective to create in favor of
the Collateral  Agent, for the ratable benefit of the Secured Parties,  a legal,
valid and  enforceable  security  interest in the  Collateral (as defined in the
Security Agreement) and, together with the financing statements previously filed
in the offices specified on Schedule 3.19(b), constitutes a fully perfected Lien
on, and  security  interest  in, all right,  title and  interest of the grantors
thereunder in such Collateral (other than the Intellectual  Property, as defined
in the  Security  Agreement),  in each case prior and  superior  in right to any
other person,  other than with respect to Liens  expressly  permitted by Section
6.02.

                  (c) The Security  Agreement  currently on file with the United
States  Patent  and  Trademark  Office and the United  States  Copyright  Office
constitutes  a fully  perfected  Lien on, and  security  interest in, all right,
title and interest of the grantors  thereunder in the Intellectual  Property (as
defined in the Security Agreement),  in each case prior and superior in right to
any other person (it being  understood that subsequent  recordings in the United
States Patent and Trademark Office and the United States Copyright Office may be
necessary to perfect a lien on registered trademarks, trademark applications and
copyrights acquired by the grantors after the date hereof).

                  SECTION 3.20.  Location of Real Property.  Schedule 3.20 lists
completely and correctly as of the  Restatement  Date all real property owned by
the Borrower and the  Subsidiaries and the addresses  thereof.  The Borrower and
the Subsidiaries own in fee all the real property set forth on Schedule 3.20.

                  SECTION 3.21. Labor Matters. As of the Restatement Date, there
are no strikes,  lockouts or slowdowns  against the  Borrower or any  Subsidiary
pending or, to the  knowledge of the Borrower,  threatened.  The hours worked by
and payments  made to employees  of the Borrower and the  Subsidiaries  have not
been in  violation  of the Fair  Labor  Standards  Act or any  other  applicable
Federal, state, local or foreign law dealing with such matters. All payments due
from the Borrower or any Subsidiary,  or for which any claim may be made against
the  Borrower or any  Subsidiary,  on account of wages and  employee  health and
welfare  insurance and other benefits,  have been paid or accrued as a liability
on the  books  of the  Borrower  or such  Subsidiary.  The  consummation  of the
Transactions  will  not  give  rise to any  right  of  termination  or  right of
renegotiation on the part of any union under any collective bargaining agreement
to which the Borrower or any Subsidiary is bound.

                  SECTION 3.22. Solvency.  Immediately after the consummation of
the  Transactions  and  immediately  following the making of each Loan and after
giving  effect to the  application  of the proceeds of such Loans,  (a) the fair
value of the assets of each Loan  Party,  at a fair  valuation,  will exceed its
debts and liabilities,  subordinated,  contingent or otherwise;  (b) the present
fair saleable  value of the property of each Loan Party will be greater than the
amount  that will be  required to pay the  probable  liability  of its debts and
other  liabilities,  subordinated,  contingent or  otherwise,  as such debts and
other liabilities become absolute and matured;  (c) each Loan Party will be able
to pay its debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured;  and (d) each Loan Party will
not have unreasonably  small capital with which to conduct the business in which
it is engaged as such  business is now conducted and is proposed to be conducted
following the Restatement Date.

                  SECTION  3.23.  Ranking.  The  Obligations   constitute  "Bank
Indebtedness",  "Senior Indebtedness" and "Designated Senior Indebtedness" under
and as defined in the Senior Subordinated Note Indenture.

                  SECTION 3.24. Certain Treasury Regulation Matters. Neither the
Borrower nor Anteon intends to treat the Loans and related transactions as being
a "reportable" transaction (within the meaning of Treasury Regulation 1.6011-4).

                                   ARTICLE IV

                              Conditions of Lending

                  The  obligations  of the  Lenders  to  make  Loans  and of the
Issuing Bank to issue, amend, extend or renew any Letter of Credit hereunder are
subject to the satisfaction of the following conditions:

                  SECTION 4.01. All Credit Events. On the date of each Borrowing
(including  each Borrowing of a Swingline Loan but excluding the conversion of a
Eurodollar  Borrowing to an ABR Borrowing or vice versa or the  continuation  or
conversion  of the  Interest  Period  of a  Eurodollar  Borrowing  into  another
permitted  Interest  Period)  and on  the  date  of  each  issuance,  amendment,
extension  or renewal of a Letter of Credit  (each  such  event  being  called a
"Credit Event"):

                  (a) The  Administrative  Agent shall have received a notice of
such  Borrowing  as  required by Section  2.03 (or such  notice  shall have been
deemed given in  accordance  with Section 2.03) or, in the case of the issuance,
amendment,  extension or renewal of a Letter of Credit, the Issuing Bank and the
Administrative  Agent  shall have  received a notice  requesting  the  issuance,
amendment,  extension or renewal of such Letter of Credit as required by Section
2.23(b) or, in the case of the  Borrowing  of a Swingline  Loan,  the  Swingline
Lender and the Administrative Agent shall have received a notice requesting such
Swingline Loan as required by Section 2.22(b).

                  (b) The  representations  and  warranties set forth in Article
III  hereof and in each other  Loan  Document  shall be true and  correct in all
material  respects  on and as of the  date of such  Credit  Event  with the same
effect  as  though  made on and as of  such  date,  except  to the  extent  such
representations and warranties expressly relate to an earlier date.

                  (c) At the time of and immediately after such Credit Event, no
Event of Default or Default shall have occurred and be continuing.

                  (d) If such Credit  Event is the making of a Revolving  Credit
Borrowing or a Swingline Loan then, after giving effect to such Credit Event and
the proposed use of the proceeds  thereof,  the amount of all cash and Permitted
Investments of the Borrower and the Subsidiaries shall not exceed $20,000,000.

                  Each   Credit   Event   shall  be  deemed  to   constitute   a
representation and warranty by the Borrowers on the date of such Credit Event as
to the matters  specified in paragraphs (b) and (c) and, if such Credit Event is
the making of a Revolving Credit Borrowing or a Swingline Loan, paragraph (d) of
this Section 4.01.

                  SECTION 4.02. Restatement Date. On the Restatement Date:

                  (a) The Administrative Agent shall have received, on behalf of
itself,  the Lenders and the Issuing  Bank, a favorable  written  opinion of (i)
Paul,  Weiss,  Rifkind,  Wharton &  Garrison  LLP,  counsel  for the  Borrowers,
substantially to the effect set forth in Exhibit H-1, and (ii) Curtis L. Schehr,
Esq., General Counsel of the Borrowers, substantially to the effect set forth in
Exhibit H-2, in each case (A) dated the  Restatement  Date, (B) addressed to the
Issuing Bank, the  Administrative  Agent,  the Collateral Agent and the Lenders,
and (C)  covering  such other  matters  relating to the Loan  Documents  and the
Transactions  as the  Administrative  Agent shall  reasonably  request,  and the
Borrowers hereby request such counsel to deliver such opinions.

                  (b)  All  legal  matters  incident  to  this  Agreement,   the
Borrowings and extensions of credit hereunder and the other Loan Documents shall
be  reasonably  satisfactory  to the  Lenders,  to the  Issuing  Bank and to the
Administrative Agent.

                  (c) The Lenders shall have received,  to the extent requested,
all documentation and other information required by bank regulatory  authorities
under  applicable  "know your  customer"  and  anti-money  laundering  rules and
regulations, including the U.S.A. Patriot Act.

                  (d)  The  Administrative  Agent  shall  have  received  (i)  a
certificate, dated the Restatement Date and signed by the Secretary or Assistant
Secretary of the Borrower and Anteon, certifying (A) that except as set forth on
any schedule attached  thereto,  the certificate or articles of incorporation of
each Loan Party  previously  delivered  on the First  Restatement  Date (or such
later date on which such person became a Loan Party) have not been amended since
the date of the last amendment thereto shown on the certificate of good standing
so furnished, (B) that except as set forth on any schedule attached thereto, the
by-laws of each Loan Party as in effect and  delivered on the First  Restatement
Date (or such later date on which such person became a Loan Party) have not been
amended,  (C) that attached  thereto is a true and complete copy of  resolutions
duly  adopted by the Board of Directors  or other  equivalent  body of each Loan
Party  authorizing  the  execution,  delivery and  performance  of the Amendment
Agreement  (including  Exhibit A  thereto  in the form of this  Agreement),  the
Reaffirmation  of Guarantee and Security  Documents and the other Loan Documents
to  which  such  person  is a  party,  as  applicable,  and,  in the case of the
Borrowers,  the borrowings  hereunder,  and that such  resolutions have not been
modified,  rescinded or amended and are in full force and effect,  and (D) as to
the  incumbency and specimen  signature of each officer  executing the Amendment
Agreement,  the Reaffirmation of Guarantee and Security Documents,  or any other
Loan Document or any other document delivered in connection  therewith on behalf
of such Loan Party;  (ii) a certificate of another  officer as to the incumbency
and specimen  signature of the  Secretary or Assistant  Secretary  executing the
certificate  pursuant to clause (i) above;  and (ii) such other documents as the
Lenders, the Issuing Bank or the Administrative Agent may reasonably request.

                  (e)  The   Administrative   Agent   shall   have   received  a
certificate, dated the Restatement Date and signed by a Financial Officer of the
Borrower and Anteon,  confirming  compliance  with the conditions  precedent set
forth in paragraphs (b), (c) and (d) of Section 4.01.

                  (f) The  Administrative  Agent shall have  received,  or shall
receive  substantially  simultaneously  with the initial  Borrowing  of the Term
Loans, all Fees and other amounts due and payable on or prior to the Restatement
Date,  including the Amendment Fees (as defined in the Amendment Agreement) and,
to the extent invoiced,  reimbursement or payment of all out-of-pocket  expenses
required to be reimbursed or paid by the Borrowers  hereunder or under any other
Loan Document.

                  (g) The  Amendment  Agreement  shall have become  effective in
accordance with its terms.

                  (h) The  Reaffirmation  of Guarantee  and  Security  Documents
shall have been duly  executed  by the  parties  thereto  and  delivered  to the
Collateral Agent and shall be in full force and effect.

                  (i) The Security  Documents  shall be in full force and effect
and each document  (including each Uniform  Commercial Code financing  statement
and, subject to the proviso set forth in Section 5.11, each Assignment of Claims
Act notice) required by law or reasonably  requested by the Administrative Agent
or the Collateral  Agent to be filed,  registered or recorded in order to create
or  continue  in favor of the  Collateral  Agent for the  benefit of the Secured
Parties a valid,  legal  and  perfected  first-priority  (except  to the  extent
otherwise  provided  therein)  security  interest in and lien on the  Collateral
(subject to any Lien  expressly  permitted  by Section  6.02)  described  in the
Security  Documents  shall have been  prepared and  delivered to the  Collateral
Agent.

                  (j) The  Collateral  Agent shall have received a  certificate,
dated the Restatement Date and signed by a Responsible  Officer of the Borrower,
certifying  that,  except  as set forth on any  schedule  attached  thereto  the
information set forth on the First Restatement Date Perfection  Certificate,  is
complete, correct and accurate as of the Restatement Date.

                  (k) The Agents shall have received a copy of, or a certificate
as to coverage under,  the insurance  policies  required by Section 5.02 and the
applicable provisions of the Security Documents, each of which shall be endorsed
or otherwise amended to include a "standard" or "New York" lender's loss payable
endorsement and to name the Collateral Agent as additional  insured, in form and
substance satisfactory to the Agents.

                  (l) The Existing Term Loans,  together  with accrued  interest
thereon,   shall  have  been  repaid  in  full,  or  shall  be  repaid  in  full
substantially simultaneously with the initial Borrowing of the Term Loans.

                  (m) The Borrower  shall have  accepted  for payment,  or shall
accept for payment  substantially  simultaneously  with the initial Borrowing of
the Term Loans,  each of the issued and outstanding  Senior  Subordinated  Notes
validly tendered (and not withdrawn)  pursuant to the Debt Tender Offer (and, if
fewer than all the issued and outstanding  Senior  Subordinated Notes shall have
been so  purchased,  the  Senior  Subordinated  Note  Indenture  shall have been
amended pursuant to the consent  solicitation in connection with the Debt Tender
Offer).

                  (n) All letters of credit  issued  under the  Existing  Credit
Agreement prior to the  Restatement  Date which have not expired as of such date
shall have been  canceled  or shall have been  backstopped  as  provided  in the
Amendment Agreement.

                  (o) All requisite  Governmental  Authorities and third parties
shall have approved or consented to the Transactions and the other  transactions
contemplated  hereby to the extent required,  in each case to the extent failure
to obtain  such  consent  or  approval  will or is  reasonably  likely to have a
Material Adverse Effect,  and there shall be no governmental or judicial action,
actual or  threatened,  that has or would have,  singly or in the  aggregate,  a
reasonable   likelihood  of  restraining,   preventing  or  imposing  burdensome
conditions on the Transactions or the other transactions contemplated hereby.

                  (p)  The   Lenders   shall   have   received   a   certificate
substantially  in the form of Exhibit K from the chief financial  officer of the
Borrower to the effect that,  after giving  effect to the Credit Events to occur
on the date hereof and the  Transactions,  the  Borrower  and the  Subsidiaries,
taken as a whole, will not (i) be insolvent,  (ii) be rendered  insolvent by the
Indebtedness incurred in connection  therewith,  (iii) be left with unreasonably
small capital with which to engage in their business or (iv) have incurred debts
beyond their ability to pay such debts as they mature.

                                   ARTICLE V

                              Affirmative Covenants

                  The  Borrowers  covenant and agree with each Lender  that,  so
long as this  Agreement  shall remain in effect and until the  Commitments  have
been terminated and the principal of and interest on each Loan, all Fees and all
other  expenses or amounts  payable under any Loan Document shall have been paid
in full and all  Letters of Credit have been  canceled  or have  expired and all
amounts  drawn  thereunder  have been  reimbursed  in full,  unless the Required
Lenders shall otherwise  consent in writing,  the Borrowers will, and will cause
each of the Subsidiaries to:

                  SECTION 5.01. Existence;  Businesses and Properties. (a) Do or
cause to be done all things necessary to preserve,  renew and keep in full force
and effect its legal existence,  except as otherwise  expressly  permitted under
Section 6.05.

                  (b) Do or cause to be done all  things  necessary  to  obtain,
preserve,  renew, extend and keep in full force and effect the rights, licenses,
permits, franchises,  authorizations,  patents, copyrights, trademarks and trade
names  material  to the  conduct of its  business;  maintain  and  operate  such
business in  substantially  the manner in which it is  presently  conducted  and
operated;  comply in all material  respects  with all  applicable  laws,  rules,
regulations,  decrees and orders of any Governmental  Authority,  whether now in
effect or hereafter enacted; and at all times maintain and preserve all property
material to the conduct of such  business and keep such property in good repair,
working order and condition and from time to time make, or cause to be made, all
needful and proper repairs, renewals,  additions,  improvements and replacements
thereto necessary in order that the business carried on in connection  therewith
may be properly conducted at all times.

                  SECTION 5.02.  Insurance.  (a) Keep its  insurable  properties
adequately  insured at all times by  financially  sound and reputable  insurers;
maintain such other insurance,  to such extent and against such risks, including
fire and other risks insured against by extended coverage,  as is customary with
companies  in the same or similar  businesses  operating  in the same or similar
locations,  including  public  liability  insurance  against claims for personal
injury or death or property  damage  occurring  upon, in, about or in connection
with the use of any properties owned, occupied or controlled by it; and maintain
such other insurance as may be required by law.

                  (b) Cause all such  policies  covering  any  Collateral  to be
endorsed or  otherwise  amended to include a "standard"  or "New York"  lender's
loss payable endorsement,  in form and substance reasonably  satisfactory to the
Administrative  Agent and the Collateral Agent,  which endorsement shall provide
that,  from and after the Closing  Date,  if the  insurance  carrier  shall have
received written notice from the Administrative Agent or the Collateral Agent of
the  occurrence  of an Event of Default,  the  insurance  carrier  shall pay all
proceeds  otherwise  payable  to the  Borrower  or the Loan  Parties  under such
policies  directly to the Collateral  Agent;  cause all such policies to provide
that neither the Borrowers,  the Administrative  Agent, the Collateral Agent nor
any other party shall be a coinsurer  thereunder  and to contain a  "Replacement
Cost  Endorsement",  without  any  deduction  for  depreciation,  and such other
provisions as the  Administrative  Agent or the Collateral  Agent may reasonably
require  from time to time to  protect  their  interests;  deliver  original  or
certified copies of all such policies to the Collateral  Agent;  cause each such
policy to provide that it shall not be canceled,  modified or not renewed (i) by
reason of nonpayment of premium upon not less than 10 days' prior written notice
thereof by the  insurer to the  Administrative  Agent and the  Collateral  Agent
(giving  the  Administrative  Agent and the  Collateral  Agent the right to cure
defaults in the payment of  premiums) or (ii) for any other reason upon not less
than 30 days' prior written notice thereof by the insurer to the  Administrative
Agent and the  Collateral  Agent;  deliver to the  Administrative  Agent and the
Collateral  Agent,  prior to the cancelation,  modification or nonrenewal of any
such policy of insurance,  a copy of a renewal or  replacement  policy (or other
evidence of renewal of a policy previously delivered to the Administrative Agent
and  the  Collateral   Agent)   together  with  evidence   satisfactory  to  the
Administrative  Agent  and  the  Collateral  Agent  of  payment  of the  premium
therefor.

                  (c) Notify the  Administrative  Agent and the Collateral Agent
immediately  whenever any separate insurance  concurrent in form or contributing
in the event of loss with that required to be maintained under this Section 5.02
is taken out by the Borrower;  and promptly deliver to the Administrative  Agent
and the Collateral Agent a duplicate original copy of such policy or policies.

                  SECTION  5.03.   Obligations  and  Taxes.   Pay  its  material
Indebtedness and other  obligations  promptly and in accordance with their terms
and pay and discharge  promptly  when due all material  taxes,  assessments  and
governmental  charges or levies imposed upon it or upon its income or profits or
in  respect of its  property,  before the same  shall  become  delinquent  or in
default,  as well as all lawful  claims for labor,  materials  and  supplies  or
otherwise that, if unpaid, might give rise to a Lien upon such properties or any
part thereof;  provided,  however, that (a) such payment and discharge shall not
be required with respect to any such tax,  assessment,  charge, levy or claim so
long as the  validity  or amount  thereof  shall be  contested  in good faith by
appropriate  proceedings  and the  Borrower  shall  have set  aside on its books
adequate  reserves with respect thereto in accordance with GAAP and such contest
operates to suspend collection of the contested  obligation,  tax, assessment or
charge and enforcement of a Lien and (b) failure to pay any  Indebtedness  shall
not be a breach of this covenant unless such failure would give rise to an Event
of Default under paragraph (f) of Article VII.

                  SECTION 5.04. Financial Statements,  Reports, etc. In the case
of the Borrower,  furnish to the Administrative  Agent, the Collateral Agent and
each Lender:

                  (a) no later  than the  earlier  of (i) 10 days after the date
that the Borrower is required to file a report on Form 10-K with the  Securities
and Exchange Commission in compliance with the reporting requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended, and (ii) 90 days
after the end of each  fiscal year of the  Borrower,  its  consolidated  balance
sheet and  related  statements  of income,  stockholders'  equity and cash flows
showing  the   financial   condition  of  the  Borrower  and  its   consolidated
Subsidiaries  as of the  close  of  such  fiscal  year  and the  results  of its
operations and the operations of such Subsidiaries during such year, all audited
by KPMG LLP or other  independent  public  accountants  of  recognized  national
standing and accompanied by an opinion of such  accountants  (which shall not be
qualified  in  any  material  respect)  to the  effect  that  such  consolidated
financial  statements  fairly  present in all material  respects  the  financial
condition  and  results  of  operations  of the  Borrower  and its  consolidated
Subsidiaries on a consolidated basis in accordance with GAAP;

                  (b) no later  than the  earlier  of (i) 10 days after the date
that the Borrower is required to file a report on Form 10-Q with the  Securities
and Exchange Commission in compliance with the reporting requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended, and (ii) 45 days
after the end of each of the first three fiscal  quarters of each fiscal year of
the Borrower,  its consolidated  balance sheet and related statements of income,
stockholders'  equity and cash flows  showing  the  financial  condition  of the
Borrower  and its  consolidated  Subsidiaries  as of the  close  of such  fiscal
quarter  and  the  results  of  its   operations  and  the  operations  of  such
Subsidiaries  during such fiscal  quarter  and the then  elapsed  portion of the
fiscal year, all certified by one of its Financial Officers as fairly presenting
in all material  respects the  financial  condition and results of operations of
the  Borrower  and its  consolidated  Subsidiaries  on a  consolidated  basis in
accordance with GAAP, subject to normal year-end audit adjustments;

                  (c) at the  time  of  delivery  of  the  financial  statements
referred to in paragraph (a) or (b) above, the unaudited  consolidating  balance
sheet and related  statements  of income and cash flows,  showing the  financial
position of the  Borrower and each of its  Subsidiaries  as of the close of, and
the results of operations of the Borrower and each of its  Subsidiaries  during,
the relevant  period  referred to in paragraph (a) or (b) above, as the case may
be, all certified by one of its Financial  Officers as fairly  presenting in all
material  respects the  financial  condition  and results of  operations  of the
Borrower  and each of its  Subsidiaries  in  accordance  with GAAP  (except  for
consolidation),  subject in the case of monthly and quarterly reports, to normal
year-end audit adjustments;

                  (d)  within  45 days  after  the end of  each  calendar  year,
consolidated and consolidating projections of revenues, expenditures and results
of operations and cash  positions of the Borrower and each  Subsidiary as of the
end of each calendar quarter in the forthcoming year,  together with a statement
of  assumptions  and estimates  upon which such  projections  are based,  all in
detail reasonably satisfactory to the Administrative Agent;

                  (e)  within  90 days  after  the end of  each  calendar  year,
projections of backlog and rolloff of the Borrower and each Subsidiary as of the
end of each calendar quarter in the forthcoming year,  together with a statement
of  assumptions  and estimates  upon which such  projections  are based,  all in
detail reasonably satisfactory to the Administrative Agent;

                  (f)  concurrently  with any delivery of  financial  statements
under paragraph (a) or (b) of this Section, a certificate in the form of Exhibit
I (a  "Compliance  Certificate")  of (i) the  accounting  firm  (in the  case of
paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or
certifying such statements (which  certificate,  when furnished by an accounting
firm, may be limited to accounting matters and disclaim responsibility for legal
interpretations) (A) certifying that no Event of Default or Default has occurred
or, if such an Event of Default or Default has occurred,  specifying  the nature
and extent thereof and any corrective  action taken or proposed to be taken with
respect  thereto  and  (B)  setting  forth  computations  in  detail  reasonably
satisfactory to the Agents demonstrating compliance with the covenants contained
in Sections 6.08 (in the case of paragraph (a)), 6.09, 6.10, 6.11, 6.12 and 6.13
and (ii) the  Financial  Officer (in the case of  paragraph  (a) or (b)) setting
forth  compliance  with the covenants  contained in Sections  6.01(c),  6.01(f),
6.01(g), 6.01(h), 6.01(i), 6.01(j), 6.01(k), 6.01(l), 6.04(d), 6.04(h), 6.04(k),
6.04(p),  6.05(b),  6.06, 6.07(d) and 6.14(b), and, in the case of a certificate
delivered with the financial statements required by paragraph (a) above, setting
forth the Borrower's calculation of Excess Cash Flow;

                  (g) promptly upon their becoming  available,  and in any event
within 30 days  following  the end of each  calendar  quarter,  (i) a  quarterly
report, in form and detail reasonably  satisfactory to the Agents, setting forth
the current billed accounts  receivable  agings reports of the Borrower and each
Subsidiary Guarantor as of the end of the preceding calendar quarter, and (ii) a
contract  status  backlog report of the Borrower and each  Subsidiary  Guarantor
prepared as of the last day of the calendar quarter most recently ended;

                  (h) within 6 weeks following the end of each calendar quarter,
a quarterly report,  in form and detail  reasonably  satisfactory to the Agents,
setting forth unbilled  active  accounts  relating to Material  Contracts of the
Borrowers as of the end of such calendar quarter;

                  (i) promptly after the same become publicly available,  copies
of all periodic and other reports,  final proxy  statements  and, upon notice of
filing to the  Administrative  Agent and upon the request of the  Administrative
Agent,  other  materials  filed  by the  Borrower  or any  Subsidiary  with  the
Securities and Exchange Commission,  or any Governmental Authority succeeding to
any or all of the functions of said Commission,  or with any national securities
exchange, or distributed to its shareholders,  as the case may be, and all press
releases;

                  (j) promptly after the receipt  thereof by the Borrower or any
of its Subsidiaries, a copy of any "management letter" in final form (or if such
final letter has not been  delivered to the Borrower or any of its  Subsidiaries
by the date that is 8 months  after the  Borrower's  fiscal  year end,  the then
current draft of any "management  letter")  received by any such person from its
certified public accountants and the management's responses thereto;

                  (k) each year,  at the time of  delivery  of annual  financial
statements  with respect to the preceding  fiscal year pursuant to paragraph (a)
above,  the Borrower  shall deliver to the Agents a  certificate  of a Financial
Officer of the Borrower (i) setting forth the information  required  pursuant to
Section 2 of the First  Restatement  Date  Perfection  Certificate or confirming
that  there has been no change in such  information  since the date of the First
Restatement  Date  Perfection  Certificate  or  the  date  of  the  most  recent
certificate  delivered  pursuant to this paragraph (k) and (ii)  certifying that
all Uniform Commercial Code financing statements  (including fixture filings, as
applicable) or other appropriate filings, recordings or registrations, including
all refilings, rerecordings and reregistrations, containing a description of the
Collateral  have been filed of record in each  governmental,  municipal or other
appropriate office in each jurisdiction  identified pursuant to clause (i) above
to the extent necessary to protect and perfect the security  interests under the
Security  Documents  for a period of not less  than 18 months  after the date of
such  certificate  (except as noted  therein  with  respect to any  continuation
statements to be filed within such period);

                  (l) within 45 days after the end of the first and third fiscal
quarters of the Borrower,  a certificate of a Financial  Officer of the Borrower
listing all new  Government  Contracts  since the date hereof  which  constitute
Material Contracts;

                  (m)  promptly,   following  a  request  by  any  Lender,   all
documentation  and other  information  that such Lender  reasonably  requests in
order to  comply  with its  ongoing  obligations  under  applicable  "know  your
customer" and anti-money laundering rules and regulations,  including the U.S.A.
Patriot Act; and

                  (n) promptly,  from time to time,  subject to any restrictions
requiring  confidentiality  or secrecy,  such other  information  regarding  the
operations,  business  affairs and  financial  condition  of the Borrower or any
Subsidiary,  or  compliance  with  the  terms  of  any  Loan  Document,  as  the
Administrative Agent or any Lender may reasonably request.

                  SECTION 5.05.  Litigation  and Other  Notices.  Furnish to the
Administrative  Agent, the Issuing Bank and each Lender prompt written notice of
the following:

                  (a) any Event of Default or Default, specifying the nature and
extent thereof and the corrective  action (if any) taken or proposed to be taken
with respect thereto;

                  (b) the filing or commencement  of, or any threat or notice of
intention of any person to file or  commence,  any action,  suit or  proceeding,
whether at law or in equity or by or before any Governmental Authority,  against
the  Borrower or any  Affiliate  thereof  that could  reasonably  be expected to
result in a Material Adverse Effect; and

                  (c) any development  that has resulted in, or could reasonably
be expected to result in, a Material Adverse Effect.

                  SECTION 5.06.  Employee  Benefits.  (a) Comply in all material
respects with the applicable provisions of ERISA and the Code and (b) furnish to
the Administrative  Agent (i) as soon as possible after, and in any event within
10 days after any  Responsible  Officer of the  Borrower or any ERISA  Affiliate
knows or has reason to know that,  any ERISA Event has occurred  that,  alone or
together  with any other ERISA Event could  reasonably  be expected to result in
liability  of the  Borrower  in an  aggregate  amount  exceeding  $1,000,000,  a
statement of a Financial  Officer of the Borrower  setting  forth  details as to
such ERISA Event and the action, if any, that the Borrower proposes to take with
respect thereto.

                  SECTION 5.07.  Maintaining  Records;  Access to Properties and
Inspections.  Keep proper  books of record and  account in which full,  true and
correct entries in conformity with GAAP and all  requirements of law are made of
all dealings and  transactions in relation to its business and activities.  Each
Loan Party  will,  and will cause each of its  Subsidiaries  to,  subject to any
restrictions  requiring  confidentiality or secrecy,  permit any representatives
designated  by the  Agents  or any  Lender to visit and  inspect  the  financial
records and the properties of the Borrower or any Subsidiary at reasonable times
and as often as  reasonably  requested  and to make  extracts from and copies of
such financial records, and permit any representatives  designated by the Agents
or any Lender to discuss the affairs,  finances and condition of the Borrower or
any Subsidiary with the officers thereof and independent accountants therefor.

                  SECTION 5.08.  Use of Proceeds.  Use the proceeds of the Loans
and request the issuance of Letters of Credit only for the purposes set forth in
the preamble to this Agreement; provided, however, that any de minimus amount of
the  proceeds  of any  Incremental  Term Loans  remaining  after the use of such
proceeds as set forth in the preamble to this  Agreement may be used for general
corporate purposes.

                  SECTION 5.09.  Compliance with Environmental Laws. Comply, and
cause all lessees and other persons  occupying its Properties to comply,  in all
material  respects  with  all  Environmental  Laws  and  Environmental   Permits
applicable  to its  operations  and  Properties;  obtain and renew all  material
Environmental  Permits necessary for its operations and Properties;  and conduct
any Remedial Action in accordance with Environmental  Laws;  provided,  however,
that  none of the  Borrower  or any of the  Subsidiaries  shall be  required  to
undertake  any  Remedial  Action to the extent that its  obligation  to do so is
being contested in good faith and by proper proceedings and appropriate reserves
are being maintained with respect to such circumstances.

                  SECTION  5.10.  Preparation  of  Environmental  Reports.  If a
Default caused by reason of a breach of Section 3.17 or 5.09 shall have occurred
and  be  continuing,  at  the  request  of  the  Required  Lenders  through  the
Administrative  Agent, provide to the Lenders within 45 days after such request,
at the expense of the Borrower,  an environmental site assessment report for the
Properties  which are the subject of such Default  prepared by an  environmental
consulting  firm  acceptable  to the  Administrative  Agent and  indicating  the
presence  or  absence  of  Hazardous  Materials  and the  estimated  cost of any
compliance or Remedial Action in connection with such Properties.

                  SECTION 5.11. Further Assurances.  Execute any and all further
documents,  financing  statements,  agreements  and  instruments,  and  take all
further action  (including  filing Uniform  Commercial  Code and other financing
statements,  mortgages  and  deeds  of trust  and  preparing  all  documentation
relating  to filings  under the  Assignment  of Claims Act) that may be required
under applicable law, or that the Required Lenders,  the Administrative Agent or
the  Collateral  Agent  may  reasonably  request,  in  order to  effectuate  the
transactions contemplated by the Loan Documents and in order to grant, preserve,
protect and perfect the  validity and first  priority of the security  interests
created or intended to be created by the Security Documents;  provided, however,
that notwithstanding  anything else to the contrary in the Loan Documents,  none
of the Loan Parties  shall be required to make filings  under the  Assignment of
Claims Act for the assignment of Governmental  Contracts to the Collateral Agent
unless  (a)  such  Governmental  Contract  is a  Material  Contract  and (b) the
Collateral  Agent shall have  requested,  in its reasonable  discretion,  that a
filing  under  the  Assignment  of  Claims  Act be  made  with  respect  to such
Governmental  Contract.  The  Borrowers  acknowledge  that the Lenders  shall be
irrevocably harmed if the Borrowers fail or refuse to execute and deliver to the
Lenders any Government Contract assignment under the Assignment of Claims Act as
and when required  pursuant to this Section  5.11,  and that the Lenders have no
adequate  remedy as law. In such  event,  the  Borrowers  agree that the Lenders
shall be entitled, in addition to all other rights and remedies available to the
Lenders,  to injunctive or other  equitable  relief to compel the  Borrower's or
Anteon's  full  compliance  with the  requirements  of this  Section  5.11.  The
Borrower will cause any subsequently  acquired or organized Domestic  Subsidiary
(other than any Inactive  Subsidiary) or any Domestic  Subsidiary that ceases to
be an Inactive  Subsidiary to execute the Subsidiary  Guarantee  Agreement,  the
Indemnity,  Subrogation and Contribution  Agreement,  the Pledge Agreement,  the
Security  Agreement and each other applicable  Security Document in favor of the
Collateral Agent. In addition, from time to time, the Borrower will, at its cost
and expense, promptly secure the Obligations by pledging or creating, or causing
to be pledged or created,  perfected  security interests with respect to such of
its  assets  and  properties  as  either  Agent or the  Required  Lenders  shall
designate  (it being  understood  that it is the intent of the parties  that the
Obligations shall be secured by substantially all the assets of the Borrower and
its Subsidiaries (including real and other properties acquired subsequent to the
Closing  Date)).  Such  security  interests  and Liens will be created under the
Security Documents and other security agreements,  mortgages, deeds of trust and
other instruments and documents in form and substance reasonably satisfactory to
the Collateral Agent, and the Borrower shall deliver or cause to be delivered to
the Lenders all such instruments and documents (including legal opinions,  title
insurance  policies and lien searches) as the Collateral  Agent shall reasonably
request to evidence  compliance  with this Section 5.11. The Borrower  agrees to
provide such evidence as the Collateral Agent shall reasonably request as to the
perfection  and priority  status of each such  security  interest  and Lien.  In
furtherance of the foregoing, the Borrower will give prompt notice to the Agents
of the  acquisition  by the  Borrower  or any  Domestic  Subsidiary  of any real
property  (or any  interest  in real  property)  having  a value  in  excess  of
$750,000.

                  SECTION 5.12.  Certain  Treasury  Regulation  Matters.  In the
event that the  Borrower or Anteon  determines  to take any action  inconsistent
with its intention as set forth in Section  3.24,  it will  promptly  notify the
Administrative Agent thereof.

                                   ARTICLE VI

                               Negative Covenants

                  The  Borrowers  covenant and agree with each Lender  that,  so
long as this  Agreement  shall remain in effect and until the  Commitments  have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document have been paid in full
and all  Letters of Credit have been  canceled  or have  expired and all amounts
drawn thereunder have been reimbursed in full, unless the Required Lenders shall
otherwise  consent in writing,  the  Borrowers  will not, nor will they cause or
permit any of the Subsidiaries to:

                  SECTION 6.01. Indebtedness. Incur, create, assume or permit to
exist any Indebtedness, except:

                  (a)   Indebtedness   for  borrowed   money   existing  on  the
Restatement Date and set forth in Schedule 6.01, and any extensions, renewals or
replacements  of such  Indebtedness  to the extent the principal  amount of such
Indebtedness  is not  increased,  the weighted  average life to maturity of such
Indebtedness  is  not  decreased,  such  Indebtedness,  if  subordinated  to the
Obligations,  remains so subordinated on terms not less favorable to the Lenders
and the  original  obligors  in  respect  of such  Indebtedness  remain the only
obligors thereon;

                  (b)  Indebtedness  created  hereunder and under the other Loan
Documents;

                  (c) Indebtedness  evidenced by Capital Lease  Obligations,  or
secured  pursuant  to Section  6.02(h),  in each case so long as (i) the related
Capital  Expenditure  is  permitted  by  Section  6.08 and  (ii)  the  aggregate
principal  amount of all  Indebtedness  permitted to be  outstanding  under this
paragraph (c) shall not exceed $2,000,000;

                  (d)  Indebtedness  in  favor  of a  Lender  (or  an  Affiliate
thereof)  under one or more Hedging  Agreements  approved by the  Administrative
Agent (such approval not to be unreasonably withheld);

                  (e)   intercompany   Indebtedness  of  the  Borrower  and  its
Subsidiaries to the extent permitted by Sections 6.04(f) and (h);

                  (f) Indebtedness  with respect to any surety bonds required in
the ordinary course of business of the Borrower and the  Subsidiaries,  provided
that such Indebtedness shall not at any time exceed $750,000 in the aggregate;

                  (g)  Indebtedness  of  Foreign  Subsidiaries  in an  aggregate
principal amount not to exceed $7,500,000 at any time outstanding;

                  (h) senior subordinated notes or senior unsecured notes of the
Borrower,  which may be guaranteed  by any Loan Party (the "New Notes"),  issued
from time to time (i) to finance the purchase  price of a Permitted  Acquisition
(including the refinancing of outstanding  Indebtedness of the Acquired Entity),
(ii) to prepay Term Loans and (iii) to pay related fees and expenses;  provided,
however,  that any de minimus  amount of the proceeds of any New Notes  issuance
remaining  after the use of such  proceeds as set forth in clauses (i), (ii) and
(iii) above may be used for general corporate purposes;  provided, further, that
(x) the New Notes constituting  senior  subordinated notes shall be subordinated
to the Obligations on terms and conditions no less favorable to the Lenders than
those contained in the Senior  Subordinated Note Indenture,  (y) no New Note may
mature  or  require  any  scheduled  payment  of  principal  prior to the  first
anniversary of the later of the Term Loan Maturity Date and the Revolving Credit
Maturity Date, and (z) the aggregate  principal  amount of all New Notes may not
exceed the New Notes Amount;

                  (i)  other  unsecured  Indebtedness  of the  Borrower  and the
Subsidiaries in an aggregate  principal  amount not to exceed  $2,500,000 at any
time outstanding;

                  (j) Indebtedness to a Lender in connection with purchase cards
issued by such  Lender in an  aggregate  amount  for all  Lenders  not to exceed
$5,000,000 at any time outstanding;

                  (k)  Indebtedness  of any  Subsidiary  that exists at the time
such person becomes a Subsidiary and that was not incurred in  contemplation  of
or in connection  with the  acquisition  by the Borrower or a Subsidiary of such
person in an aggregate  principal  amount not to exceed  $4,000,000  at any time
outstanding; and

                  (l)  unsecured  Guarantees  by the  Borrower  of loans made by
third  parties  to  members  of  senior  management  of  the  Borrower  and  the
Subsidiaries in an aggregate  principal  amount not to exceed  $3,000,000 at any
time outstanding.

                  SECTION 6.02. Liens. Create,  incur, assume or permit to exist
any Lien on any property or assets  (including  stock or other securities of any
person,  including any Subsidiary)  now owned or hereafter  acquired by it or on
any income or revenues or rights in respect of any thereof, except:

                  (a)  Liens on  property  or  assets  of the  Borrower  and its
Subsidiaries  existing on the  Restatement  Date and set forth in Schedule 6.02;
provided that such Liens shall secure only those  obligations  which they secure
on the date hereof;

                  (b) any Lien created under the Loan Documents;

                  (c) Liens  for taxes not yet due or which are being  contested
in compliance with Section 5.03;

                  (d)  carriers',  warehousemen's,   mechanics',  materialmen's,
repairmen's  or other like Liens arising in the ordinary  course of business and
securing  obligations  that are not due and payable or which are being contested
in compliance with Section 5.03;

                  (e) Liens (other than any Lien imposed by ERISA),  pledges and
deposits made in the ordinary  course of business in compliance  with  workmen's
compensation,   unemployment   insurance  and  other  social  security  laws  or
regulations;

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

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

                  (h)  purchase  money  security  interests  in  real  property,
improvements  thereto  or  equipment  hereafter  acquired  (or,  in the  case of
improvements,  constructed) by the Borrower or any Subsidiary; provided that (i)
such security interests secure Indebtedness permitted by Section 6.01, (ii) such
security  interests  are  incurred,  and the  Indebtedness  secured  thereby  is
created,  within 90 days after such  acquisition  (or  construction),  (iii) the
Indebtedness  secured  thereby does not exceed 100% of the lesser of the cost or
the fair market value of such real  property,  improvements  or equipment at the
time of such acquisition (or construction)  and (iv) such security  interests do
not apply to any other property or assets of the Borrower or any Subsidiary;

                  (i) Liens on assets of Foreign Subsidiaries; provided that (i)
such Liens do not extend to, or  encumber,  assets of the Borrower or any of its
Domestic  Subsidiaries and (ii) such Liens secure only Indebtedness  incurred by
such Foreign Subsidiaries pursuant to Section 6.01(g);

                  (j) Liens that are  contractual  rights of setoff (i) relating
to the  establishment  of depository  relations with any Lender or any bank with
which the  Borrower may maintain  accounts in  accordance  with Section 6.19 and
which are not given in  connection  with the  issuance of  Indebtedness  or (ii)
pertaining  to pooled  deposit  and/or  sweep  accounts  of the  Borrower or any
Subsidiary  with any  Lender to permit  satisfaction  of  overdraft  or  similar
obligations  incurred in the ordinary course of business of the Borrower and the
Subsidiaries;

                  (k) judgment liens  securing  judgments that have not resulted
in an Event of Default under paragraph (i) of Article VII;

                  (l) any Lien  existing on any  property or asset of any person
that  exists  at the time such  person  becomes a  Subsidiary  and that  secured
Indebtedness  permitted by Section 6.01(k);  provided that (i) such Lien was not
created in contemplation of or in connection with such acquisition and (ii) such
Lien does not apply to any  property  or  assets  of the  Borrower  or any other
Subsidiary; and

                  (m) any Lien on Third Party Government  Receivables purporting
to be sold pursuant to a Third Party Financing in favor of the provider thereof.

                  SECTION 6.03. Sale and Lease-Back Transactions. Enter into any
arrangement,  directly or  indirectly,  with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter  acquired,  and thereafter rent or lease such property or
other  property  which it intends to use for  substantially  the same purpose or
purposes as the property being sold or  transferred  unless (a) the sale of such
property is  permitted  by Section  6.05 and (b) any Capital  Lease  Obligations
arising therefrom are permitted by Section 6.01(c).

                  SECTION 6.04. Investments,  Loans and Advances. Purchase, hold
or acquire any Equity  Interests,  evidences of indebtedness or other securities
of, make or permit to exist any loans or advances to, or make or permit to exist
any investment or any other interest in, any other person, except:

                  (a) investments by the Borrower existing on the date hereof in
the Equity  Interests of the  Subsidiaries  and  additional  investments  in the
Equity Interests of domestic Subsidiary Guarantors;

                  (b) Permitted Investments;

                  (c) Accounts owing to the Borrower or any of its  Subsidiaries
arising from sales of inventory  under usual and customary terms in the ordinary
course of business;

                  (d) advances to officers and  employees of the Borrower or any
of its Subsidiaries to meet expenses  incurred by such officers and employees in
the ordinary course of business,  in an aggregate  amount not to exceed $500,000
at any time outstanding;

                  (e)  securities  of  any  customer  of  the  Borrower  or  any
Subsidiary  received in lieu of cash payment,  if the Borrower  reasonably deems
such customer to be in a reorganization  or unable to make a timely cash payment
on Indebtedness of such customer owing to it, provided that the Borrower or such
Subsidiary,  as the  case  may be,  has paid no new  consideration  (other  than
forgiveness of Indebtedness) therefor;

                  (f) any Subsidiary may make intercompany loans to the Borrower
or any  Subsidiary  Guarantor and the Borrower may make  intercompany  loans and
advances  to any  Subsidiary  Guarantor;  provided  that  any  promissory  notes
evidencing  such  intercompany  loans shall be pledged  (and  delivered)  by the
Borrower or the respective Domestic  Subsidiary  Guarantor that is the lender of
such intercompany loan as Collateral pursuant to the Pledge Agreement;  provided
further that (i) neither the Borrower  nor any  Domestic  Subsidiaries  may make
loans to any Foreign Subsidiaries of the Borrower pursuant to this paragraph (f)
and (ii) any loans made by any Foreign  Subsidiaries  to the  Borrower or any of
its Domestic  Subsidiaries  pursuant to this paragraph (f) shall be subordinated
to the obligations of the Loan Parties pursuant to  subordination  provisions in
substantially the form of Exhibit J;

                  (g) the  Borrower  may  establish  Subsidiaries  to the extent
permitted by Section 6.15;

                  (h) the Borrower and its  Domestic  wholly owned  Subsidiaries
may make loans and advances to, or other investments in, Foreign Subsidiaries of
the  Borrower so long as the  aggregate  amount of any loans,  advances or other
investments  at  any  time  outstanding   (determined   without  regard  to  any
write-downs  or  write-offs  thereof)  pursuant to this  paragraph (h) shall not
exceed $6,000,000;

                  (i) the  Borrower  may  acquire all or  substantially  all the
assets of a person or line of business of such  person,  or not less than 80% of
the Equity Interests of a person (referred to herein as the "Acquired  Entity");
provided that (i) the Acquired Entity shall be a going concern and shall be in a
similar  line of  business  as  that of the  Borrower  and its  Subsidiaries  as
conducted  during the current and most recent calendar year; (ii) at the time of
such  transaction (A) both before and after giving effect  thereto,  no Event of
Default or Default shall have occurred and be continuing or shall exist; (B) the
Borrower  would be in compliance  with the covenants set forth in Sections 6.09,
6.10, 6.11 and 6.12 as of the most recently completed period of four consecutive
fiscal  quarters  ending  prior to such  transaction  for  which  the  financial
statements  and  certificates  required  by  Section  5.04(a)  or (b) have  been
delivered or for which comparable  financial statements have been filed with the
Securities  and  Exchange  Commission,  after  giving  pro forma  effect to such
transaction  and to any other event  occurring after such period as to which pro
forma recalculation is appropriate (including any other transaction described in
this  paragraph  (i)  occurring  after such period) as if such  transaction  had
occurred as of the first day of such  period;  (C) based on  projections  of the
Borrower after giving pro forma effect to such transaction and such other events
or  transactions,  the Borrower  would be in  compliance  with the covenants set
forth in  Sections  6.09,  6.10,  6.11 and 6.12 for each of the four  succeeding
calendar quarters; (D) after giving effect to such acquisition, there must be at
least $10,000,000 of unused and available Revolving Credit Commitments;  and (E)
the Senior Leverage Ratio, after giving pro forma effect to such transaction and
any  Indebtedness  permitted by Section 6.01  incurred in  connection  with such
transaction, shall be at least 0.25 to 1.0 less than the maximum Senior Leverage
Ratio permitted  under Section 6.12 applicable at such time;  (iii) the Acquired
Entity shall have had a positive EBITDA for the twelve-month  period immediately
preceding the  transaction;  (iv) the Borrower shall assume no  Indebtedness  in
connection with such  acquisition,  except as permitted by Section 6.01; (v) the
Acquired  Entity  shall not be subject to any  material  pending  litigation  or
material  contingent  liabilities (any acquisition of an Acquired Entity meeting
all the criteria of this  paragraph (i) being referred to herein as a "Permitted
Acquisition")  and (vi) if the  Acquired  Entity  would not  constitute a wholly
owned  Subsidiary,  each holder of an Equity  Interest  therein  (other than the
Borrower or any wholly owned  Subsidiary)  shall have  executed and delivered to
the Collateral Agent an acknowledgment,  waiver and consent substantially in the
form of Exhibit L. All pro forma  calculations  required to be made  pursuant to
this paragraph (i) shall (i) include only those adjustments that (A) except with
respect to the projections  referred to in clause (C) of the preceding sentence,
would  be  permitted  or  required  by  Regulation  S-X,  and (B) are  based  on
reasonably   detailed   written   assumptions   reasonably   acceptable  to  the
Administrative  Agent and (ii) be certified to by a Financial  Officer as having
been prepared in good faith based upon reasonable assumptions;

                  (j) the  Borrower  may enter into  Hedging  Agreements  to the
extent permitted in Section 6.01(d);

                  (k) the  Borrower  or any  Subsidiary  Guarantor  may  acquire
Margin  Stock of entities in a similar  line of business as that of the Borrower
and its  Subsidiaries  as conducted  during the current and most recent calendar
year; provided,  however, that (i) the Borrower or any Subsidiary Guarantor must
notify the Agents promptly after any such acquisition,  (ii) after giving effect
to such acquisition,  there must be at least $10,000,000 of unused and available
Revolving Credit  Commitments and (iii) the Borrower and the Subsidiaries  shall
not  hold  Margin  Stock  with a cost  basis in  excess  of  $25,000,000  in the
aggregate at any time (any Margin Stock acquired and held by the Borrower or any
Subsidiary  Guarantor in accordance  with this  paragraph (k) being  referred to
herein as "Approved Margin Stock");

                  (l) the  Borrower  and the  Subsidiaries  may  consummate  the
Transactions;

                  (m) investments existing on the Restatement Date and set forth
on Schedule 6.04;

                  (n) investments consisting of non-cash proceeds of Asset Sales
for which the  consideration  consists  of at least 75% cash as  required  under
Section 6.05;

                  (o) the  Borrower  may make  loans or  advances  permitted  by
clause (ii) of the first proviso of Section 6.06(a); and

                  (p)  other   investments,   loans  and  advances  (other  than
investments in and loans and advances to Foreign  Subsidiaries)  in an aggregate
amount (valued at cost or outstanding  principal amount, as the case may be) not
greater than $15,000,000 at any time outstanding.

                  SECTION  6.05.  Mergers,  Consolidations,  Sales of Assets and
Acquisitions. (a) Merge into or consolidate with any other person, or permit any
other person to merge into or consolidate with it, or sell,  transfer,  lease or
otherwise  dispose of (in one transaction or in a series of transactions) all or
any  substantial  part of the  assets  of the  Borrower  (whether  now  owned or
hereafter acquired) or less than all the Equity Interests of any Subsidiary,  or
purchase,  lease  or  otherwise  acquire  (in one  transaction  or a  series  of
transactions)  all or any  substantial  part of the assets of any other  person,
except that (i) the Borrower and any  Subsidiary may purchase and sell inventory
in the  ordinary  course of  business,  (ii) the  Borrower  or any wholly  owned
Subsidiary may make Permitted Acquisitions, and (iii) if at the time thereof and
immediately  after giving  effect  thereto no Event of Default or Default  shall
have occurred and be continuing  (x) any wholly owned  Subsidiary may merge into
the Borrower in a transaction in which the Borrower is the surviving corporation
and (y) any wholly owned Subsidiary may merge into or consolidate with any other
wholly owned Subsidiary (or, in order to consummate a Permitted Acquisition, any
other person) in a transaction  in which the surviving  entity is a wholly owned
Subsidiary  and (except in the case of Permitted  Acquisitions)  no person other
than the  Borrower or a wholly  owned  Subsidiary  receives  any  consideration,
provided  that if any such merger  described in this clause (y) shall  involve a
Domestic  Subsidiary,  the  surviving  entity of such merger shall be a Domestic
Subsidiary.

                  (b)  Engage  in  any  Asset  Sale  otherwise  permitted  under
paragraph (a) above unless (i) such Asset Sale is for consideration at least 75%
of which is cash  (provided  that  such 75%  requirement  shall not apply to any
Asset Sale  constituting  the sale of a business unit if the cash portion of the
consideration  received  therefor is no less than an amount equal to the product
of (A) six and (B) the amount of EBITDA for the  preceding  fiscal year directly
attributable to the assets included in such Asset Sale), (ii) such consideration
is at  least  equal  to  the  fair  market  value  of  the  assets  being  sold,
transferred, leased or disposed of and (iii) the fair market value of all assets
sold, transferred,  leased or disposed of after the Restatement Date pursuant to
this  paragraph (b) shall not exceed (i)  $10,000,000 in any fiscal year or (ii)
$15,000,000 in the aggregate.

                  (c) Wind up,  liquidate or dissolve  its affairs,  except that
any Inactive Subsidiary may be wound up, liquidated or dissolved.

                  SECTION 6.06.  Dividends and  Distributions;  Restrictions  on
Ability of  Subsidiaries  to Pay  Dividends.  (a)  Declare or pay,  directly  or
indirectly, any dividend or make any other distribution (by reduction of capital
or otherwise),  whether in cash, property,  securities or a combination thereof,
with respect to any of its Equity  Interests or directly or  indirectly  redeem,
purchase,  retire or otherwise  acquire for value (or permit any  Subsidiary  to
purchase or acquire) any of its Equity Interests or set aside any amount for any
such purpose;  provided,  however,  that (i) any  Subsidiary may declare and pay
dividends  or make  other  distributions  ratably  to the  holders of its Equity
Interests,  (ii) so long as no Event of Default or Default  shall have  occurred
and be continuing or would result  therefrom,  the Borrower may  repurchase  its
Equity  Interests  owned  by  employees  of the  Borrower  or make  payments  to
employees  of the  Borrower  or  any of its  Subsidiaries,  in  each  case  upon
termination  of  employment in  connection  with the exercise of stock  options,
stock  appreciation   rights  or  similar  equity  incentives  or  equity  based
incentives  pursuant  to  incentive  plans or in  connection  with the  death or
Disability of such employees in an aggregate amount not to exceed $10,000,000 in
any fiscal  year and (iii) so long as no Default or Event of Default  shall have
occurred and be continuing or would result  therefrom,  the Borrower may use the
Borrower's  Portion of Excess Cash Flow to  repurchase  Borrower  Common  Stock,
provided  that the amount so expended  pursuant  to this clause  (iii) shall not
exceed (x)  $10,000,000  in any fiscal year or (y)  $25,000,000 in the aggregate
(in each case, as the same may be reduced by Section 6.14(b)).

                  (b) Permit its Subsidiaries to, directly or indirectly, create
or otherwise  cause or suffer to exist or become  effective any  encumbrance  or
restriction  on the ability of any such  Subsidiary  to (i) pay any dividends or
make any other  distributions  on its Equity Interests or (ii) make or repay any
loans or advances to the  Borrower or the parent of such  Subsidiary  except (v)
for  such  encumbrances  or  restrictions  existing  under or by  reason  of (A)
applicable  law,  (B) this  Agreement  and the  other  Loan  Documents,  (C) the
documents  governing any New Notes (so long as such  documents and  restrictions
are no more  restrictive  than those contained in the Senior  Subordinated  Note
Documents) or (D) with respect to Foreign  Subsidiaries  only,  Indebtedness  of
such Foreign  Subsidiaries  permitted to be incurred  hereunder,  (w)  customary
provisions  restricting  subletting  or  assignment  of any  lease  governing  a
leasehold  interest  of  the  Borrower  or a  Subsidiary  of the  Borrower,  (x)
customary provisions restricting assignment of any agreement entered into by the
Borrower or a Subsidiary in the ordinary course of business, (y) any holder of a
Lien  permitted by Section 6.02 may restrict the transfer of the asset or assets
subject  thereto and (z)  subordination  provisions  in favor of the Lenders and
required by Section 6.04(f).

                  SECTION  6.07.   Transactions  with  Affiliates.   Except  for
transactions  by or among Loan Parties,  sell or transfer any property or assets
to, or purchase or acquire any property or assets from,  or otherwise  engage in
any other transactions with, any of its Affiliates, except that:

                  (a) the  Borrower or any  Subsidiary  may engage in any of the
foregoing transactions in the ordinary course of business at prices and on terms
and conditions not less favorable to the Borrower or such  Subsidiary than could
be obtained on an arm's-length basis from unrelated third parties;

                  (b)  dividends  may be paid to the extent  provided in Section
6.06;

                  (c) loans may be made and other  transactions  may be  entered
into  between and among the  Borrower,  the  Subsidiaries  and their  respective
Affiliates to the extent permitted by Sections 6.01 and 6.04; and

                  (d) so long as no Event  of  Default  or  Default  shall  have
occurred and be continuing or would result therefrom, customary fees may be paid
to  non-officer  directors of the Borrower in an aggregate  amount not to exceed
$250,000 in any fiscal year.

                  SECTION   6.08.   Capital   Expenditures.   Make  any  Capital
Expenditures,  except that  during each fiscal year (in each case,  taken as one
accounting  period),   the  Borrower  and  its  Subsidiaries  may  make  Capital
Expenditures in an aggregate  amount not to exceed 1.25% of the consolidated net
sales of the Borrower and its consolidated Subsidiaries for the preceding fiscal
year, as shown on the consolidated  financial statements for such year delivered
pursuant  to Section  5.04(a)  after  giving pro forma  effect to the  Permitted
Acquisitions  consummated  in such  preceding  fiscal year as if such  Permitted
Acquisitions had occurred as of the first day of such fiscal year.

                  SECTION 6.09.  Interest  Coverage  Ratio.  Permit the Interest
Coverage Ratio for any period of four consecutive fiscal quarters,  in each case
taken as one accounting period, to be less than 3.00 to 1.0.

                  SECTION 6.10.  Fixed Charge Coverage  Ratio.  Permit the Fixed
Charge Coverage Ratio for any period of four  consecutive  fiscal  quarters,  in
each case taken as one accounting period, to be less than 1.05 to 1.0.

                  SECTION  6.11.  Maximum  Leverage  Ratio.  Permit the Leverage
Ratio for any period of four consecutive fiscal quarters,  in each case taken as
one accounting period, to be greater than 4.00 to 1.0.

                  SECTION  6.12.  Senior  Leverage  Ratio.   Permit  the  Senior
Leverage  Ratio at any time during a period set forth  below to be greater  than
the ratio set forth opposite such period below:

                  Date or Period                                         Ratio
                  --------------                                        -------
                  Restatement Date through June 30, 2005...............3.00:1.0
                  July 1, 2005 and thereafter..........................2.75:1.0

                  SECTION 6.13. Asset Coverage Ratio.  Permit, as of the date of
each Credit Event and as of the last day of each fiscal quarter of the Borrower,
the ratio of (a) the Net Value of Eligible Accounts  Receivables on such date to
(b) the Revolving Credit Exposure on such date to be less than 1.10 to 1.0.

                  SECTION 6.14.  Limitation on  Modifications  of  Indebtedness;
Modifications  of  Certificate  of  Incorporation,  By-laws  and  Certain  Other
Agreements,  etc. (a) Amend or modify,  or permit the amendment or  modification
of, any provision of existing  Indebtedness  or of any agreement  (including any
purchase  agreement,  indenture,  loan agreement or security agreement) relating
thereto other than any amendments or modifications to Indebtedness  which do not
in any way materially  adversely  affect the interests of the Lenders,  (b) make
(or give any  notice  in  respect  of) any  voluntary  or  optional  payment  or
prepayment on or redemption or  acquisition  for value of, or any  prepayment or
redemption as a result of any asset sale, change of control or similar event of,
any  subordinated  Indebtedness  (other than pursuant to the Debt Tender Offer);
provided  that the  Borrower  may (i)  optionally  prepay,  repurchase,  redeem,
defease or otherwise retire the Senior  Subordinated Notes so long as no Default
or Event of Default  shall  have  occurred  and be  continuing  or would  result
therefrom  and (ii) use the Net Cash Proceeds of any Equity  Issuance  occurring
after  the  Restatement  Date  that  were  not  required  to be  applied  to the
prepayment of Term Loans as described in Section  2.13(c) to optionally  prepay,
repurchase,   redeem,   defease  or  otherwise  retire  any  other  subordinated
Indebtedness,  so long as (x) no Default or Event of Default shall have occurred
and be continuing or would result  therefrom,  (y) the amount so expended  shall
not exceed  $30,000,000  in the  aggregate  and (z) any  amounts so  expended in
excess of  $20,000,000  shall be deemed to reduce the ability of the Borrower to
repurchase Borrower Common Stock pursuant to Section  6.06(a)(iii) by the amount
of such  excess for the  fiscal  year in which  made and in the  aggregate,  (c)
amend,  modify or change its  Certificate  of  Incorporation  (including  by the
filing or modification  of any  certificate of  designation) or By-laws,  or any
agreement  entered into by it, with respect to its Equity  Interests  (including
any  shareholders'  agreement),  or enter into any new agreement with respect to
its  Equity  Interests,  other  than any  amendments,  modifications  or changes
pursuant to this clause (c) or any such new  agreements  pursuant to this clause
(c) which do not in any way  materially  adversely  affect the  interests of the
Lenders  (provided that nothing in this clause (c) shall prevent the Borrower or
any of its  Subsidiaries  from  amending its  Certificate  of  Incorporation  or
By-laws to provide indemnification to any officer or director of the Borrower or
any  such  Subsidiary  to  the  maximum  extent  permitted  by  the  law  of its
jurisdiction of  incorporation)  or (d) amend,  modify or change,  or permit the
amendment,   modification   or  change  of,  the   charter,   by-laws  or  other
organizational  documents  of each of Anteon  VDS  Foreign  Enterprises  LLC and
Anteon VDS Foreign  Investments LLC, each a Delaware limited  liability  company
and wholly owned subsidiary of the Borrower,  to permit such companies to engage
in any activity other than owning all the outstanding shares of capital stock of
Yuhan Hoeysa Anteon VDS-Korea.

                  SECTION  6.15.   Limitation   on  Creation  of   Subsidiaries.
Establish or create any additional Subsidiaries;  provided that the Borrower may
establish or create one or more  Subsidiaries  of the Borrower so long as (a) at
least 80% of the Equity Interests of such Subsidiary is owned by the Borrower or
a wholly  owned  Subsidiary,  (b) 100% of the Equity  Interests  so owned by the
Borrower or such Subsidiary of any new Subsidiary (except that not more than 65%
of the voting Equity  Interests of any Foreign  Subsidiary owned by a Loan Party
shall be required to be so pledged) is upon the creation or establishment of any
such new  Subsidiary  pledged  and  delivered  to the  Collateral  Agent for the
benefit  of the  Secured  Parties  under the Pledge  Agreement  and (c) upon the
creation or  establishment  of any such new Domestic  Subsidiary  such  Domestic
Subsidiary  becomes a party to the applicable  Security  Documents in accordance
with  Section  5.11 and the  other  Loan  Documents  (and if such  new  Domestic
Subsidiary  is not a wholly  owned  Subsidiary  of  Borrower,  each owner of any
minority Equity Interest in such new Domestic Subsidiary shall have consented to
such new Domestic Subsidiary becoming party to the applicable Security Documents
and other Loan  Documents  and  executed an  acknowledgment,  waiver and consent
substantially in the form of Exhibit L).

                  SECTION 6.16. Business. Engage (directly or indirectly) in any
business other than the business in which the Borrower and its  Subsidiaries are
engaged on the Restatement Date and other businesses reasonably related thereto.

                  SECTION 6.17.  Designated Senior  Indebtedness.  Designate any
indebtedness  as  "Designated  Senior  Indebtedness"  for purposes of the Senior
Subordinated  Note Indenture  unless the Required Lenders  specifically  consent
thereto in writing.

                  SECTION  6.18.  Fiscal  Year.  With  respect to the  Borrower,
change its fiscal year end to a date other than December 31.

                  SECTION  6.19.  Maintenance  of Accounts.  With respect to the
Borrower and the Domestic  Subsidiaries,  maintain any bank account,  other than
payroll and petty cash accounts,  with any financial  institution  that is not a
Lender.

                                  ARTICLE VII

                                Events of Default

                  In  case  of the  happening  of any  of the  following  events
("Events of Default"):

                  (a) any  representation  or warranty made or deemed made in or
in connection  with any Loan Document or the  borrowings or issuances of Letters
of Credit hereunder, or any representation,  warranty,  statement or information
contained in any report,  certificate,  financial  statement or other instrument
furnished in connection  with or pursuant to any Loan  Document,  shall prove to
have been false or misleading in any material respect when so made,  deemed made
or furnished;

                  (b) default  shall be made in the payment of any  principal of
any Loan or the  reimbursement  with respect to any L/C Disbursement when and as
the same shall become due and  payable,  whether at the due date thereof or at a
date fixed for prepayment thereof or by acceleration thereof or otherwise;

                  (c) default  shall be made in the  payment of any  interest on
any Loan or any Fee or L/C  Disbursement  or any  other  amount  (other  than an
amount referred to in paragraph (b) above) due under any Loan Document, when and
as the same shall  become  due and  payable,  and such  default  shall  continue
unremedied for a period of five Business Days;

                  (d) default shall be made in the due observance or performance
by the  Borrower or any  Subsidiary  of any  covenant,  condition  or  agreement
contained  in Section  5.01(a)  insofar as it  relates to the  existence  of the
Borrowers, 5.05 or 5.08 or in Article VI;

                  (e) default shall be made in the due observance or performance
by the  Borrower or any  Subsidiary  of any  covenant,  condition  or  agreement
contained in any Loan Document (other than those specified in paragraph (b), (c)
or (d) above) and such default shall continue unremedied for a period of 20 days
after  notice  thereof  from  the  Administrative  Agent  or any  Lender  to the
Borrower;

                  (f) the Borrower or any  Subsidiary  shall (i) fail to pay any
principal or interest,  regardless of amount,  due in respect of any one or more
items of  Indebtedness  in a  principal  amount in excess of  $3,000,000  in the
aggregate,  when and as the same shall become due and  payable,  or (ii) fail to
observe or perform any other term, covenant, condition or agreement contained in
any agreement or instrument evidencing or governing any such Indebtedness if the
effect of any failure  referred to in this clause (ii) is to cause, or to permit
the holder or holders of such  Indebtedness  or a trustee on its or their behalf
(with or without the giving of notice, the lapse of time or both) to cause, such
Indebtedness to become due prior to its stated maturity;

                  (g)  an  involuntary  proceeding  shall  be  commenced  or  an
involuntary petition shall be filed in a court of competent jurisdiction seeking
(i) relief in respect of the  Borrower or any  Subsidiary,  or of a  substantial
part of the property or assets of the Borrower or a  Subsidiary,  under Title 11
of the United States Code, as now constituted or hereafter amended, or any other
Federal, state or foreign bankruptcy,  insolvency,  receivership or similar law,
(ii)  the  appointment  of  a  receiver,   trustee,   custodian,   sequestrator,
conservator  or similar  official  for the Borrower or any  Subsidiary  or for a
substantial  part of the property or assets of the  Borrower or a Subsidiary  or
(iii) the winding-up or liquidation of the Borrower or any Subsidiary;  and such
proceeding or petition  shall  continue  undismissed  for 60 days or an order or
decree approving or ordering any of the foregoing shall be entered;

                  (h) the  Borrower  or any  Subsidiary  shall  (i)  voluntarily
commence any  proceeding or file any petition  seeking  relief under Title 11 of
the United States Code, as now  constituted or hereafter  amended,  or any other
Federal, state or foreign bankruptcy,  insolvency,  receivership or similar law,
(ii)  consent  to the  institution  of,  or  fail to  contest  in a  timely  and
appropriate  manner,  any proceeding or the filing of any petition  described in
paragraph  (g)  above,  (iii)  apply  for or  consent  to the  appointment  of a
receiver, trustee, custodian, sequestrator,  conservator or similar official for
the  Borrower or any  Subsidiary  or for a  substantial  part of the property or
assets of the  Borrower or any  Subsidiary,  (iv) file an answer  admitting  the
material allegations of a petition filed against it in any such proceeding,  (v)
make a general  assignment  for the benefit of  creditors,  (vi) become  unable,
admit in writing its inability or fail generally to pay its debts as they become
due or (vii) take any action for the purpose of effecting any of the foregoing;

                  (i) one or more  judgments  for the  payment  of  money  in an
aggregate amount in excess of $5,000,000 shall be rendered against the Borrower,
any Subsidiary or any combination thereof and the same shall remain undischarged
for a  period  of 30  consecutive  days  during  which  execution  shall  not be
effectively  stayed, or any action shall be legally taken by a judgment creditor
to levy upon assets or properties  of the Borrower or any  Subsidiary to enforce
any such judgment;

                  (j) an ERISA Event shall have occurred that, in the opinion of
the Required  Lenders,  when taken  together  with all other such ERISA  Events,
could  reasonably  be expected to result in  liability  of the  Borrower and its
ERISA Affiliates in an aggregate amount exceeding $5,000,000;

                  (k) any  security  interest  purported  to be  created  by any
Security Document shall cease to be, or shall be asserted by the Borrower or any
other  Loan  Party not to be, a valid,  perfected,  first  priority  (except  as
otherwise  expressly  provided  in this  Agreement  or such  Security  Document)
security  interest in the  securities,  assets or  properties  covered  thereby,
except to the extent that any such loss of perfection  or priority  results from
the failure of the  Collateral  Agent to  maintain  possession  of  certificates
representing  securities  pledged  under the Pledge  Agreement and except to the
extent that such loss is covered by a lender's  title  insurance  policy and the
related insurer promptly after such loss shall have acknowledged in writing that
such loss is covered by such title insurance policy;

                  (l) any of the Obligations  shall cease to constitute  "Senior
Indebtedness" under and as defined in the Senior Subordinated Note Indenture;

                  (m) there shall have occurred a Change in Control; or

                  (n) (i) a notice  of  debarment,  notice of  suspension,  show
cause notice or notice of  termination  for default shall have been issued under
any  Government  Contract;  (ii)  the  Borrower  is  barred  or  suspended  from
contracting  with any part of the Government;  (iii) a Government  investigation
shall have  resulted in a criminal or civil  liability in excess of  $5,000,000;
(iv) the actual  termination  of any  Material  Contract  due to alleged  fraud,
wilful  misconduct,  neglect,  default  or any other  wrongdoing;  or (v) a cure
notice  (other  than any  immaterial  cure  notice  under any  General  Services
Administration  contract)  issued  under any  Government  Contract  shall remain
uncured (subject to expiration of extensions that may have been received) beyond
(A) the expiration of the time period available to the Borrower pursuant to such
Government  Contract  and/or such cure notice to cure the noticed default or (B)
the date on which the other contracting party is entitled to exercise its rights
and  remedies   under  the   Government   Contract  as  a  consequence  of  such
default:then,  and in every such event  (other  than an event with  respect to a
Borrower  described in paragraph (g) or (h) above),  and at any time  thereafter
during the continuance of such event, the  Administrative  Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following  actions,  at the same or different  times:  (i) terminate
forthwith  the  Commitments  and (ii) declare the Loans then  outstanding  to be
forthwith  due and payable in whole or in part,  whereupon  the principal of the
Loans so declared to be due and payable,  together with accrued interest thereon
and any unpaid accrued Fees and all other  liabilities of the Borrowers  accrued
hereunder  and under any other Loan  Document,  shall become  forthwith  due and
payable,  without presentment,  demand, protest or any other notice of any kind,
all of which are hereby  expressly waived by the Borrowers,  anything  contained
herein or in any other Loan Document to the contrary notwithstanding; and in any
event with respect to a Borrower  described in paragraph  (g) or (h) above,  the
Commitments  shall  automatically  terminate and the principal of the Loans then
outstanding,  together with accrued interest thereon and any unpaid accrued Fees
and all other liabilities of the Borrowers accrued hereunder and under any other
Loan Document,  shall automatically become due and payable, without presentment,
demand,  protest  or any  other  notice of any  kind,  all of which  are  hereby
expressly  waived by the Borrowers,  anything  contained  herein or in any other
Loan Document to the contrary notwithstanding.

                                  ARTICLE VIII

                The Administrative Agent and the Collateral Agent

                  (a) In order to expedite the transactions contemplated by this
Agreement,  Bank of America is hereby appointed to act as  Administrative  Agent
and Citizens Bank is hereby appointed to act as Collateral Agent, each on behalf
of the Lenders and the Issuing Bank.  Each of the Lenders,  each assignee of any
such Lender and the Issuing  Bank hereby  irrevocably  authorizes  the Agents to
take such  actions on behalf of such Lender or assignee or the Issuing  Bank and
to exercise such powers as are specifically delegated to the Agents by the terms
and  provisions  hereof  and of the other  Loan  Documents,  together  with such
actions  and  powers  as  are  reasonably  incidental  thereto.  Notwithstanding
anything to the contrary herein or in any other Loan Document,  the Agents shall
not have any  duties  or  responsibilities,  except  those  expressly  set forth
herein,  nor  shall  the  Agents  have  or  be  deemed  to  have  any  fiduciary
relationship  with  any  Lender  or  Participant,   and  no  implied  covenants,
functions,  responsibilities,  duties,  obligations or liabilities shall be read
into this  Agreement or any other Loan  Document or otherwise  exist against the
Agents.  Without limiting the generality of the foregoing  sentence,  the use of
the term "agent"  herein and in the other Loan  Documents  with reference to the
Agents is not intended to connote any  fiduciary  or other  implied (or express)
obligations  arising under agency doctrine of any applicable law. Instead,  such
term is used merely as a matter of market  custom,  and is intended to create or
reflect only an  administrative  relationship  between  independent  contracting
parties.  The Administrative Agent is hereby expressly authorized by the Lenders
and the Issuing Bank,  without  hereby  limiting any implied  authority,  (i) to
receive on behalf of the Lenders and the Issuing  Bank all payments of principal
of and interest on the Loans, all payments in respect of L/C  Disbursements  and
all other  amounts due to the Lenders  hereunder,  and promptly to distribute to
each Lender or the Issuing  Bank its proper  share of each  payment so received;
(ii) to give  notice on behalf of each of the  Lenders  to the  Borrower  of any
Event of Default specified in this Agreement of which the  Administrative  Agent
has actual knowledge acquired in connection with its agency hereunder; and (iii)
to  distribute to each Lender copies of all notices,  financial  statements  and
other  materials  delivered by the Borrower or any other Loan Party  pursuant to
this  Agreement or the other Loan  Documents  as received by the  Administrative
Agent. The Administrative  Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default, except with respect to defaults in the payment
of principal,  interest and fees required to be paid to the Administrative Agent
for the account of Lenders,  unless the Administrative Agent shall have received
written  notice  from  a  Lender  or  any of the  Borrowers  referring  to  this
Agreement,  describing such Default and stating that such notice is a "notice of
default".  Without  limiting the  generality  of the  foregoing,  the Agents are
hereby  expressly  authorized  to  execute  any  and  all  documents  (including
releases) with respect to the  Collateral and the rights of the Secured  Parties
with respect  thereto,  as contemplated by and in accordance with the provisions
of this Agreement and the Security Documents.

                  (b) Neither the Agents nor any of their respective  directors,
officers,  employees  or agents  shall be liable as such for any action taken or
omitted  by any of them  except  for its or his own gross  negligence  or wilful
misconduct,  or be  responsible  for any statement,  warranty or  representation
herein or the contents of any document delivered in connection  herewith,  or be
required to  ascertain  or to make any inquiry  concerning  the  performance  or
observance  by the  Borrower  or  any  other  Loan  Party  of any of the  terms,
conditions,  covenants or agreements contained in any Loan Document.  The Agents
shall not be  responsible  to the  Lenders for the due  execution,  genuineness,
validity,  enforceability  or  effectiveness of this Agreement or any other Loan
Documents,  instruments  or  agreements.  The Agents shall in all cases be fully
protected in acting,  or  refraining  from acting,  in  accordance  with written
instructions   signed  by  the  Required   Lenders  and,   except  as  otherwise
specifically  provided  herein,  such  instructions  and any action or  inaction
pursuant  thereto shall be binding on all the Lenders.  Each Agent shall, in the
absence of knowledge to the contrary,  be entitled to rely on any  instrument or
document believed by it in good faith to be genuine and correct and to have been
signed or sent by the proper  person or  persons.  Neither the Agents nor any of
their  respective  directors,  officers,  employees  or  agents  shall  have any
responsibility to the Borrower or any other Loan Party on account of the failure
of or delay in performance or breach by any Lender or the Issuing Bank of any of
its obligations hereunder or to any Lender or the Issuing Bank on account of the
failure of or delay in  performance or breach by any other Lender or the Issuing
Bank  or the  Borrower  or any  other  Loan  Party  of any of  their  respective
obligations hereunder or under any other Loan Document or in connection herewith
or therewith.  Each of the Agents may execute any and all duties hereunder by or
through  agents or  employees  and shall be  entitled to rely upon the advice of
legal counsel  selected by it with respect to all matters arising  hereunder and
shall not be liable  for any  action  taken or  suffered  in good faith by it in
accordance  with the advice of such  counsel.  The Agents  shall be  entitled to
rely, and shall be fully protected in relying, upon any writing,  communication,
signature, resolution,  representation, notice, consent, certificate, affidavit,
letter,  telegram,  facsimile,  telex  or  telephone  message,  electronic  mail
message,  statement or other document or conversation  reasonably believed by it
to be genuine and correct  and to have been  signed,  sent or made by the proper
person or persons.

                  (c) The Lenders hereby acknowledge that neither Agent shall be
under  any duty to take any  discretionary  action  permitted  to be taken by it
pursuant to the  provisions  of this  Agreement  unless it shall be requested in
writing to do so by the Required Lenders.

                  (d) Subject to the  appointment  and acceptance of a successor
Agent as provided  below,  either Agent may resign at any time by notifying  the
Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall
have the right  (with  the  consent  of the  Borrowers,  not to be  unreasonably
withheld) to appoint a successor.  If no successor  shall have been so appointed
by the Required Lenders and shall have accepted such appointment  within 30 days
after the  retiring  Agent gives  notice of its  resignation,  then the retiring
Agent may, on behalf of the Lenders, appoint a successor Agent (with the consent
of the Borrowers, not to be unreasonably withheld) which shall be a bank with an
office in New York, New York,  having a combined capital and surplus of at least
$500,000,000  or an  Affiliate  of any such  bank.  Upon the  acceptance  of any
appointment as Agent hereunder by a successor bank, such successor shall succeed
to and become vested with all the rights,  powers,  privileges and duties of the
retiring  Agent and the retiring  Agent shall be discharged  from its duties and
obligations hereunder.  After the Agent's resignation hereunder,  the provisions
of this Article  VIII and Section 9.05 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 Agent.

                  (e) With respect to the Loans made by it hereunder, each Agent
in its  individual  capacity  and not as Agent  shall  have the same  rights and
powers as any other  Lender and may  exercise  the same as though it were not an
Agent,  and the Agents and their Affiliates may accept deposits from, lend money
to and  generally  engage  in any  kind of  business  with the  Borrower  or any
Subsidiary  or  other  Affiliate  thereof  as if it were not an  Agent.  Lenders
acknowledge  that,  pursuant to such activities,  an Agent or its Affiliates may
receive  information   regarding  any  of  the  Borrowers  or  their  Affiliates
(including  information  that may be subject to  confidentiality  obligations in
favor of such Borrower or such Affiliate) and  acknowledge  that the Agent shall
be under no obligation to provide such information to them.

                  (f) Each Lender agrees (i) to reimburse the Agents, on demand,
in the  amount  of its pro rata  share  (based  on the  aggregate  amount of its
outstanding  Term  Loans and  Revolving  Credit  Commitments  hereunder)  of any
expenses  incurred  for the  benefit  of the  Lenders by the  Agents,  including
counsel fees and compensation of agents and employees paid for services rendered
on behalf of the Lenders,  that shall not have been  reimbursed by the Borrowers
and (ii) to indemnify  and hold  harmless  each Agent and any of its  directors,
officers,  employees or agents, on demand, in the amount of such pro rata share,
from and against any and all liabilities,  taxes, obligations,  losses, damages,
penalties,  actions,  judgments,  suits, costs, expenses or disbursements of any
kind or nature  whatsoever  that may be  imposed  on,  incurred  by or  asserted
against it in its  capacity  as Agent or any of them in any way  relating  to or
arising out of this  Agreement or any other Loan Document or any action taken or
omitted by it or any of them under this Agreement or any other Loan Document, to
the extent the same shall not have been  reimbursed by the Borrower or any other
Loan  Party,  provided  that no  Lender  shall be liable to an Agent or any such
other  indemnified  person  for any  portion of such  liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements  are determined by a court of competent  jurisdiction by final and
nonappealable  judgment to have  resulted  from the gross  negligence  or wilful
misconduct of such Agent or any of its directors, officers, employees or agents.
Each  Revolving  Credit  Lender  agrees to  reimburse  the Issuing  Bank and its
directors, employees and agents, in each case, to the same extent and subject to
the same limitations as provided above for the Agents.

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

                  (h) For purposes of determining compliance with the conditions
specified in Section 4.02,  each Lender that has signed this Agreement  shall be
deemed to have consented to,  approved or accepted or to be satisfied with, each
document or other matter  required  thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative  Agent shall
have received notice from such Lender prior to the  Restatement  Date specifying
its objection thereto.

                                   ARTICLE IX

                                  Miscellaneous

                  SECTION  9.01.  Notices.   Notices  and  other  communications
provided  for  herein  shall be in  writing  and shall be  delivered  by hand or
overnight  courier  service,  mailed by certified or registered  mail or sent by
fax, as follows:

                  (a) if to the  Borrower  or Anteon,  to it at 3211  Jermantown
Road, Suite 700, Fairfax,  Virginia  22030-2801,  Attention of Curtis L. Schehr,
Esq. (fax no. (703) 246-0577),  with a copy to Paul, Weiss,  Rifkind,  Wharton &
Garrison  LLP,  1285  Avenue of the  Americas,  New York,  New York  10019-6064,
Attention of Eric Goodison, Esq. (fax no. (212) 757-3990);

                  (b) if to the Administrative Agent, to Bank of America,  N.A.,
Credit  Services  Group,  One  Independence  Center,  101  North  Tryon  Street,
Charlotte,  North Carolina 28255,  Attention of Remberto  Marquez (fax no. (704)
409-0355);

                  (c)  if  to  the  Collateral   Agent,   to  Citizens  Bank  of
Pennsylvania,  8521 Leesburg Pike, Suite 405, Vienna,  Virginia 22182, Attention
of Leslie Grizzard (fax no. (703) 610-6070);

                  (d) if to a Lender,  to it at its  address (or fax number) set
forth on Schedule 2.01 or in the  Assignment  and  Acceptance  pursuant to which
such Lender shall have become a party hereto; and

                  (e) if to any Issuing Bank, to it at the address most recently
specified  by it in a  notice  delivered  to the  Administrative  Agent  and the
Borrower.

All notices and other  communications  given to any party  hereto in  accordance
with the provisions of this Agreement  shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by fax
or on the date five Business Days after dispatch by certified or registered mail
if mailed, in each case delivered,  sent or mailed (properly  addressed) to such
party  as  provided  in this  Section  9.01 or in  accordance  with  the  latest
unrevoked  direction from such party given in accordance with this Section 9.01.
Notwithstanding  the  foregoing,   notices  and  other   communications  to  the
Administrative  Agent  pursuant  to  Article  II shall  not be  effective  until
actually received by the Administrative  Agent. Any party may change its address
for  notices by giving  notice of such change to each party in  accordance  with
this Section 9.01.

                  SECTION   9.02.   Survival  of   Agreement.   All   covenants,
agreements,  representations  and warranties made by the Borrowers herein and in
the certificates or other  instruments  prepared or delivered in connection with
or pursuant to this  Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and the Issuing Bank and shall  survive the
making by the Lenders of the Loans and the  issuance of Letters of Credit by the
Issuing Bank, regardless of any investigation made by the Lenders or the Issuing
Bank or on their behalf,  and shall continue in full force and effect as long as
the  principal  of or any  accrued  interest on any Loan or any Fee or any other
amount  payable under this  Agreement or any other Loan Document is  outstanding
and unpaid or any Letter of Credit is outstanding and so long as the Commitments
have not been  terminated.  The provisions of Sections 2.14, 2.16, 2.20 and 9.05
shall remain operative and in full force and effect regardless of the expiration
of the term of this Agreement, the consummation of the transactions contemplated
hereby,  the repayment of any of the Loans,  the expiration of the  Commitments,
the expiration of any Letter of Credit,  the invalidity or  unenforceability  of
any term or  provision  of this  Agreement  or any other Loan  Document,  or any
investigation made by or on behalf of the  Administrative  Agent, the Collateral
Agent, any Lender or the Issuing Bank.

                  SECTION 9.03.  Binding  Effect.  This  Agreement  shall become
effective  as provided  in the  Amendment  Agreement,  and  thereafter  shall be
binding upon and inure to the benefit of the Borrowers,  the Agents, the Issuing
Bank,  the  Swingline  Lender and the  Lenders  and their  respective  permitted
successors and assigns.

                  SECTION  9.04.  Successors  and Assigns.  (a) Whenever in this
Agreement  any of the parties  hereto is referred  to, such  reference  shall be
deemed to include the permitted  successors  and assigns of such party;  and all
covenants,  promises  and  agreements  by or on  behalf  of the  Borrowers,  the
Administrative Agent, the Issuing Bank or the Lenders that are contained in this
Agreement shall bind and inure to the benefit of their respective successors and
assigns.

                  (b) Each Lender may assign to one or more  assignees  all or a
portion of its interests, rights and obligations under this Agreement (including
all or a portion  of its  Commitments  and the  Loans at the time  owing to it);
provided,  however,  that (i) except in the case of an assignment to a Lender or
an  Affiliate  or  Related  Fund  of  a  Lender,   (x)  the  Borrowers  and  the
Administrative  Agent (and, in the case of any assignment of a Revolving  Credit
Commitment,  the Issuing  Bank and the  Swingline  Lender) must give their prior
written  consent to such  assignment  (which  consent shall not be  unreasonably
withheld or delayed); provided, however, that the consent of the Borrowers shall
not be required to any such  assignment  during the  continuance of any Event of
Default  described in paragraph (g) or (h) of Article VII, and (y) the amount of
the Commitment or Loan of the assigning  Lender subject to each such  assignment
(determined as of the date the  Assignment  and Acceptance  with respect to such
assignment  is  delivered  to the  Administrative  Agent) shall not be less than
$2,500,000,  if in respect of a Revolving Credit Commitment or a Revolving Loan,
or  $1,000,000,  if in respect of a Term Loan  Commitment or a Term Loan (or, if
less, the entire  remaining  amount of such Lender's  applicable  Commitment) or
such lesser amount as the Borrowers and the  Administrative  Agent may from time
to time agree (such agreement to be  conclusively  evidenced by the execution of
the related  Assignment  and  Acceptance by all the parties  thereto),  (ii) the
parties to each such assignment shall execute and deliver to the  Administrative
Agent  an  Assignment  and  Acceptance,  together  (except  in the  case  of any
assignment to an Affiliate or a Related Fund) with a processing and  recordation
fee of $3,500 and (iii) the assignee, if it shall not be a Lender, shall deliver
to the Administrative Agent an Administrative Questionnaire. Upon acceptance and
recording  pursuant to paragraph (e) below,  from and after the  effective  date
specified in each Assignment and Acceptance,  (A) the assignee  thereunder shall
be a party hereto and, to the extent of the interest assigned by such Assignment
and Acceptance, have the rights and obligations of a Lender under this Agreement
and (B) the assigning  Lender  thereunder  shall,  to the extent of the interest
assigned by such  Assignment and  Acceptance,  be released from its  obligations
under this Agreement (and, in the case of an Assignment and Acceptance  covering
all or the remaining  portion of an assigning  Lender's  rights and  obligations
under this  Agreement,  such Lender  shall cease to be a party  hereto but shall
continue to be entitled to the benefits of Sections 2.14,  2.16,  2.20 and 9.05,
as well as to any Fees accrued for its account and not yet paid).

                  (c) By executing and delivering an Assignment and  Acceptance,
the assigning Lender  thereunder and the assignee  thereunder shall be deemed to
confirm to and agree with each other and the other  parties  hereto as  follows:
(i) such assigning  Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Term Loan Commitment and Revolving  Credit  Commitment,  and the outstanding
balances of its Term Loans and  Revolving  Loans,  in each case  without  giving
effect to assignments thereof which have not become effective,  are as set forth
in such Assignment and Acceptance, (ii) except as set forth in clause (i) above,
such  assigning  Lender  makes no  representation  or  warranty  and  assumes no
responsibility  with respect to any  statements,  warranties or  representations
made in or in  connection  with  this  Agreement,  or the  execution,  legality,
validity, enforceability,  genuineness,  sufficiency or value of this Agreement,
any other Loan Document or any other instrument or document  furnished  pursuant
hereto,  or the  financial  condition of the Borrower or any  Subsidiary  or the
performance  or  observance  by the  Borrower  or any  Subsidiary  of any of its
obligations  under  this  Agreement,  any  other  Loan  Document  or  any  other
instrument or document furnished pursuant hereto; (iii) such assignee represents
and warrants  that it is legally  authorized to enter into such  Assignment  and
Acceptance;  (iv) such  assignee  confirms  that it has  received a copy of this
Agreement, together with copies of the most recent financial statements referred
to in  Section  3.05(a) or  delivered  pursuant  to Section  5.04 and such other
documents and  information  as it has deemed  appropriate to make its own credit
analysis and decision to enter into such  Assignment  and  Acceptance;  (v) such
assignee will independently and without reliance upon the Administrative  Agent,
the Collateral  Agent,  such  assigning  Lender or any other Lender and based on
such  documents  and  information  as it shall  deem  appropriate  at the  time,
continue to make its own credit  decisions in taking or not taking  action under
this Agreement;  (vi) such assignee  appoints and authorizes the  Administrative
Agent and the Collateral Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to the Administrative
Agent and the Collateral Agent, respectively, by the terms hereof, together with
such powers as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all the obligations which by
the terms of this Agreement are required to be performed by it as a Lender.

                  (d) The  Administrative  Agent,  acting for this purpose as an
agent of the Borrowers, shall maintain at one of its offices in Charlotte, North
Carolina 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
Commitment of, and principal  amount of the Loans owing to, each Lender pursuant
to the terms  hereof  from time to time (the  "Register").  The  entries  in the
Register shall be conclusive and the Borrowers,  the  Administrative  Agent, the
Issuing Bank, the  Collateral  Agent and the Lenders may treat each person whose
name is  recorded  in the  Register  pursuant  to the  terms  hereof as a Lender
hereunder  for all  purposes of this  Agreement,  notwithstanding  notice to the
contrary.  The Register shall be available for inspection by the Borrowers,  the
Issuing Bank, the Collateral  Agent and any Lender,  at any reasonable  time and
from time to time upon reasonable prior notice.

                  (e)  Upon  its  receipt  of a duly  completed  Assignment  and
Acceptance  executed by an assigning Lender and an assignee,  an  Administrative
Questionnaire  completed in respect of the assignee  (unless the assignee  shall
already be a Lender  hereunder),  the processing and recordation fee referred to
in paragraph (b) above and, if required,  the written  consent of the Borrowers,
the  Swingline  Lender,  the Issuing Bank and the  Administrative  Agent to such
assignment,  the  Administrative  Agent  shall (i) accept  such  Assignment  and
Acceptance and (ii) record the information contained therein in the Register. No
assignment  shall be  effective  unless it has been  recorded in the Register as
provided in this paragraph (e).

                  (f) Each Lender may without the consent of the Borrowers,  the
Swingline   Lender,   the  Issuing  Bank  or  the   Administrative   Agent  sell
participations to one or more banks or other entities in all or a portion of its
rights and obligations  under this Agreement  (including all or a portion of its
Commitment and the Loans owing to it); provided, however, that (i) such Lender's
obligations under this Agreement shall remain unchanged,  (ii) such Lender shall
remain solely  responsible  to the other parties  hereto for the  performance of
such  obligations,  (iii) the  participating  banks or other  entities  shall be
entitled to the benefit of the cost protection  provisions contained in Sections
2.14,  2.16  and 2.20 and  shall  be  bound  by the  confidentiality  provisions
contained  in Section  9.16 to the same extent as if they were  Lenders and (iv)
the Borrowers,  the Administrative Agent, the Issuing Bank and the Lenders shall
continue to deal solely and directly  with such Lender in  connection  with such
Lender's  rights and  obligations  under this  Agreement,  and such Lender shall
retain the sole right to enforce the  obligations  of the Borrowers  relating to
the Loans or L/C  Disbursements  and to approve any amendment,  modification  or
waiver of any provision of this Agreement (other than amendments,  modifications
or waivers  decreasing any fees payable  hereunder or the amount of principal of
or the rate at which  interest is payable on the Loans,  extending any scheduled
principal  payment  date or date fixed for the payment of interest on the Loans,
increasing or extending the  Commitments or releasing all or  substantially  all
the  Subsidiary  Guarantors  or the  Collateral).  All  amounts  payable  by the
Borrowers to any Lender  hereunder in respect of any Loan and the  applicability
of the cost protection provisions contained in Section 2.14, 2.16 and 2.20 shall
be determined as if such Lender had not sold or agreed to sell any participation
in such Loan,  and as if such Lender were  funding the  participated  portion of
such Loan the same way that it is funding  the  portion of such Loan in which no
participation has been sold.

                  (g) Any Lender or  participant  may,  in  connection  with any
assignment or participation or proposed assignment or participation  pursuant to
this Section 9.04,  disclose to the assignee or participant or proposed assignee
or  participant  any  information  relating to the  Borrowers  furnished to such
Lender  by or on  behalf  of the  Borrowers;  provided  that,  prior to any such
disclosure of information designated by the Borrowers as confidential, each such
assignee or  participant or proposed  assignee or  participant  shall execute an
agreement whereby such assignee or participant shall agree (subject to customary
exceptions) to preserve the confidentiality of such confidential  information on
terms no less  restrictive  than those  applicable  to the  Lenders  pursuant to
Section 9.16.

                  (h) Any  Lender may at any time  assign all or any  portion of
its rights under this Agreement to secure extensions of credit to such Lender or
in support of obligations owed by such Lender;  provided that no such assignment
shall release a Lender from any of its  obligations  hereunder or substitute any
such assignee for such Lender as a party hereto.

                  (i) Notwithstanding anything to the contrary contained herein,
any Lender (a "Granting  Lender") may grant to a special purpose funding vehicle
(an  "SPC"),  identified  as such in writing  from time to time by the  Granting
Lender to the Administrative  Agent and the Borrowers,  the option to provide to
the  Borrowers  all or any part of any Loan  that  such  Granting  Lender  would
otherwise  be  obligated to make to the  Borrowers  pursuant to this  Agreement;
provided  that (i) nothing  herein shall  constitute a commitment  by any SPC to
make any Loan and (ii) if an SPC elects not to exercise such option or otherwise
fails to provide  all or any part of such Loan,  the  Granting  Lender  shall be
obligated to make such Loan pursuant to the terms  hereof.  The making of a Loan
by an SPC hereunder  shall utilize the Commitment of the Granting  Lender to the
same extent, and as if, such Loan were made by such Granting Lender.  Each party
hereto  hereby  agrees that no SPC shall be liable for any  indemnity or similar
payment  obligation  under this  Agreement (all liability for which shall remain
with the Granting  Lender).  In furtherance of the foregoing,  each party hereto
hereby agrees (which  agreement shall survive the termination of this Agreement)
that,  prior to the date that is one year and one day after the  payment in full
of all outstanding  commercial paper or other senior indebtedness of any SPC, it
will not institute  against,  or join any other person in  instituting  against,
such SPC any bankruptcy, reorganization,  arrangement, insolvency or liquidation
proceedings  under  the laws of the  United  States  or any  State  thereof.  In
addition,  notwithstanding  anything to the  contrary  contained in this Section
9.04, any SPC may (i) with notice to, but without the prior written  consent of,
the Borrowers and the Administrative Agent and without paying any processing fee
therefor,  assign all or a portion of its interests in any Loans to the Granting
Lender or to any  financial  institutions  (consented  to by the  Borrowers  and
Administrative  Agent)  providing  liquidity and/or credit support to or for the
account of such SPC to support  the  funding  or  maintenance  of Loans and (ii)
disclose on a  confidential  basis any  non-public  information  relating to its
Loans to any rating agency,  commercial  paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC.

                  (j) The  Borrowers  shall not assign or delegate  any of their
rights  or  duties   hereunder   without  the  prior  written   consent  of  the
Administrative  Agent,  the  Issuing  Bank and each  Lender,  and any  attempted
assignment without such consent shall be null and void.

                  (k) In the event that S&P, Moody's,  and Thompson's  BankWatch
(or  InsuranceWatch  Ratings Service,  in the case of Lenders that are insurance
companies (or Best's Insurance  Reports,  if such insurance company is not rated
by  Insurance  Watch  Ratings  Service))  shall,  after the date that any Lender
becomes a Revolving Credit Lender,  downgrade the long-term  certificate deposit
ratings of such Lender,  and the resulting ratings shall be below BBB-, Baa3 and
C (or BB, in the case of a Lender  that is an  insurance  company  (or B, in the
case of an insurance company not rated by InsuranceWatch Ratings Service)), then
the  Issuing  Bank  shall  have the right,  but not the  obligation,  at its own
expense, upon notice to such Lender and the Administrative Agent, to replace (or
to request the Borrowers to use their reasonable efforts to replace) such Lender
with an assignee (in accordance with and subject to the  restrictions  contained
in paragraph  (b) above),  and such Lender  hereby agrees to transfer and assign
without recourse (in accordance with and subject to the  restrictions  contained
in paragraph (b) above) all its interests,  rights and obligations in respect of
its Revolving Credit Commitment to such assignee; provided, however, that (i) no
such assignment shall conflict with any law, rule and regulation or order of any
Governmental  Authority and (ii) the Issuing Bank or such assignee,  as the case
may be, shall pay to such Lender in immediately  available  funds on the date of
such assignment the principal of and interest  accrued to the date of payment on
the Loans made by such Lender  hereunder and all other amounts  accrued for such
Lender's account or owed to it hereunder.

                  (l)   Notwithstanding   the  foregoing,   the  processing  and
recordation  fee payable to the  Administrative  Agent pursuant to paragraph (b)
above shall be waived in  connection  with any  assignment  made to either (i) a
person that is not a bank,  an  investment  bank or an Affiliate of a bank or an
investment  bank or (ii) a bank, an investment bank or an Affiliate of a bank or
an investment bank (a "Financial Institution") which has, to the satisfaction of
the Administrative Agent,  announced and adopted a general policy that (x) is in
effect on the date of the proposed assignment,  (y) is binding on such Financial
Institution and (z) provides that such Financial Institution has agreed to waive
its rights to receive all similar  processing,  recordation  or assignment  fees
which  would be  payable  as a result  of an  assignment  by any  person  of any
commitments,  loans or other  extensions of credit under a syndicated  leveraged
credit facility.

                  SECTION 9.05. Expenses;  Indemnity. (a) The Borrowers agree to
pay  all  out-of-pocket  expenses  incurred  by the  Administrative  Agent,  the
Collateral  Agent, the Issuing Bank, the Swingline Lender and the Retiring Agent
in connection with the syndication of the credit facilities  provided for herein
and the  preparation  and  administration  of this  Agreement and the other Loan
Documents or in connection with any amendments,  modifications or waivers of the
provisions hereof or thereof (whether or not the transactions  hereby or thereby
contemplated shall be consummated) or incurred by the Administrative  Agent, the
Collateral  Agent or any Lender in connection with the enforcement or protection
of its rights in connection  with this Agreement and the other Loan Documents or
in  connection  with the  Loans  made or  Letters  of Credit  issued  hereunder,
including the fees,  charges and  disbursements of Cravath,  Swaine & Moore LLP,
counsel  for  the  Administrative  Agent,  and,  in  connection  with  any  such
enforcement  or protection,  the fees,  charges and  disbursements  of any other
counsel for the Administrative Agent, the Collateral Agent or any Lender.

                  (b) The Borrowers agree to indemnify the Administrative Agent,
the Collateral Agent, each Lender and the Issuing Bank, each Affiliate of any of
the  foregoing  persons  and  each  of  their  respective  directors,  officers,
trustees,  employees and agents (each such person being called an  "Indemnitee")
against, and to hold each Indemnitee harmless from, any and all losses,  claims,
damages,  liabilities and related expenses,  including  reasonable counsel fees,
charges  and  disbursements,  incurred by or  asserted  against  any  Indemnitee
arising out of, in any way  connected  with, or as a result of (i) the execution
or delivery of this  Agreement  or any other Loan  Document or any  agreement or
instrument contemplated thereby, the performance by the parties thereto of their
respective  obligations  thereunder or the  consummation of the Transactions and
the other transactions contemplated thereby, (ii) the use of the proceeds of the
Loans  or  issuance  of  Letters  of  Credit,   (iii)  any  claim,   litigation,
investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto, or (iv) any actual or alleged presence or Release
of Hazardous  Materials on any property owned or operated by the Borrower or any
of the  Subsidiaries,  or any  Environmental  Claim  related  in any  way to the
Borrower or the Subsidiaries;  provided that such indemnity shall not, as to any
Indemnitee,  be  available  to the extent  that such  losses,  claims,  damages,
liabilities  or  related  expenses  are  determined  by  a  court  of  competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or wilful misconduct of such Indemnitee.

                  (c) The provisions of this Section 9.05 shall remain operative
and in full force and effect  regardless  of the  expiration of the term of this
Agreement,  the  consummation  of  the  transactions  contemplated  hereby,  the
repayment of any of the Loans, the expiration of the Commitments, the expiration
of any Letter of  Credit,  the  invalidity  or  unenforceability  of any term or
provision of this  Agreement or any other Loan  Document,  or any  investigation
made by or on behalf of the  Administrative  Agent,  the Collateral  Agent,  any
Lender or the Issuing  Bank.  All amounts due under this  Section  9.05 shall be
payable on written demand therefor.

                  SECTION  9.06.  Right of Setoff.  If an Event of Default shall
have occurred and be  continuing,  each Lender is hereby  authorized at any time
and from time to time,  except to the extent  prohibited  by law, to set off and
apply any and all deposits (general or special,  time or demand,  provisional or
final) at any time held and other  indebtedness at any time owing by such Lender
to or for the credit or the account of the Borrowers  against any of and all the
obligations of the Borrowers now or hereafter  existing under this Agreement and
other Loan  Documents held by such Lender,  irrespective  of whether or not such
Lender  shall  have made any  demand  under  this  Agreement  or such other Loan
Document and although  such  obligations  may be  unmatured.  The rights of each
Lender  under this  Section  9.06 are in addition to other  rights and  remedies
(including other rights of setoff) which such Lender may have.

                  SECTION 9.07.  Applicable  Law.  THIS  AGREEMENT AND THE OTHER
LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER
LOAN  DOCUMENTS)  SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.  EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED IN ACCORDANCE  WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT,  OR IF NO SUCH LAWS OR RULES ARE  DESIGNATED,  THE  UNIFORM  CUSTOMS AND
PRACTICE FOR DOCUMENTARY  CREDITS MOST RECENTLY  PUBLISHED AND IN EFFECT, ON THE
DATE SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE,
PUBLICATION  NO. 500 (THE "UNIFORM  CUSTOMS") AND, AS TO MATTERS NOT GOVERNED BY
THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 9.08. Waivers;  Amendment.  (a) No failure or delay of
the  Administrative  Agent, the Collateral Agent, any Lender or the Issuing Bank
in  exercising  any power or right  hereunder  or under any other Loan  Document
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such  right or  power,  or any  abandonment  or  discontinuance  of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the  exercise  of any other  right or power.  The  rights  and  remedies  of the
Administrative  Agent,  the Collateral  Agent,  the Issuing Bank and the Lenders
hereunder  and  under  the  other  Loan  Documents  are  cumulative  and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any  provision of this  Agreement  or any other Loan  Document or consent to any
departure by the Borrowers or any other Loan Party  therefrom shall in any event
be effective unless the same shall be permitted by paragraph (b) below, and then
such waiver or consent shall be effective only in the specific  instance and for
the purpose for which  given.  No notice or demand on the  Borrowers in any case
shall entitle the Borrowers to any other or further  notice or demand in similar
or other circumstances.

                  (b) Neither this  Agreement  nor any  provision  hereof may be
waived,  amended or modified  except  pursuant to an agreement or  agreements in
writing  entered  into by the  Borrowers  and the  Required  Lenders;  provided,
however,  that no such agreement shall (i) decrease the principal  amount of, or
extend the maturity of or any scheduled  principal  payment date or date for the
payment  of any  interest  on any Loan or any date for  reimbursement  of an L/C
Disbursement,  or waive or  excuse  any such  payment  or any part  thereof,  or
decrease the rate of interest on any Loan or L/C Disbursement, without the prior
written consent of each Lender affected  thereby,  (ii) decrease other than on a
pro rata basis or  increase or extend the  Commitment  or decrease or extend the
date for payment of the Commitment  Fees of any Lender without the prior written
consent  of such  Lender,  (iii)  amend or modify the pro rata  requirements  of
Section 2.17, the provisions of Section 9.04(j),  the provisions of this Section
9.08, the  definition of the term  "Required  Lenders" or release any Subsidiary
Guarantor  (other  than  pursuant  to  a  permitted  sale  or  liquidation  of a
Subsidiary Guarantor) or all or any substantial part of the Collateral,  without
the prior written consent of each Lender or (iv) amend or modify the protections
afforded to an SPC pursuant to the  provisions  of Section  9.04(i)  without the
written  consent of such SPC,  provided  further  that no such  agreement  shall
amend,  modify or  otherwise  affect the rights or duties of the  Administrative
Agent, the Collateral  Agent, the Issuing Bank or the Swingline Lender hereunder
or under any other  Loan  Document  without  the prior  written  consent  of the
Administrative  Agent,  the Collateral  Agent, the Issuing Bank or the Swingline
Lender,  respectively.  Notwithstanding  the  foregoing,  if the Borrower  shall
request  the  release  of any  Collateral  to be sold as part of any Asset  Sale
permitted  under  Section  6.05 and  shall  deliver  to the  Collateral  Agent a
certificate  to the  effect  that such  Asset  Sale and the  disposition  of the
proceeds  thereof will comply with the terms of this  Agreement,  the Collateral
Agent,  if satisfied  that the applicable  certificate is correct,  shall and is
hereby authorized to, without the consent of any Lender, execute and deliver all
such instruments as may be required to effect the release of such Collateral.

                  SECTION  9.09.   Interest  Rate  Limitation.   Notwithstanding
anything herein to the contrary,  if at any time the interest rate applicable to
any Loan or  participation  in any L/C  Disbursement,  together  with all  fees,
charges  and  other  amounts  which  are  treated  as  interest  on such Loan or
participation in such L/C Disbursement under applicable law  (collectively,  the
"Charges"),  shall exceed the maximum lawful rate (the "Maximum Rate") which may
be contracted for,  charged,  taken,  received or reserved by the Lender holding
such Loan or  participation  in  accordance  with  applicable  law,  the rate of
interest  payable in respect of such Loan or participation  hereunder,  together
with all  Charges  payable in respect  thereof,  shall be limited to the Maximum
Rate and, to the extent  lawful,  the  interest and Charges that would have been
payable  in  respect  of such Loan or  participation  but were not  payable as a
result of the operation of this Section 9.09 shall be cumulated and the interest
and Charges  payable to such Lender in respect of other Loans or  participations
or periods shall be increased  (but not above the Maximum Rate  therefor)  until
such  cumulated  amount,  together  with  interest  thereon at the Federal Funds
Effective  Rate to the date of  repayment,  shall  have  been  received  by such
Lender.

                  SECTION  9.10.  Entire  Agreement.  This  Agreement,  the  Fee
Letter, the Collateral Agent Fee Letter and the other Loan Documents  constitute
the entire  contract  between the parties hereto  relative to the subject matter
hereof.  Any other previous  agreement  among the parties hereto with respect to
the subject  matter hereof is  superseded  by this  Agreement and the other Loan
Documents.  Nothing in this Agreement or in the other Loan Documents,  expressed
or implied, is intended to confer upon any person (other than the parties hereto
and  thereto,  their  respective  successors  and  assigns  permitted  hereunder
(including  any  Affiliate of the Issuing Bank that issues any Letter of Credit)
and, to the extent expressly contemplated hereby, the Related Parties of each of
the  Administrative  Agent,  the  Collateral  Agent,  the  Issuing  Bank and the
Lenders) any rights, remedies,  obligations or liabilities under or by reason of
this Agreement or the other Loan Documents.

                  SECTION 9.11.  Waiver of Jury Trial.  EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION  DIRECTLY OR INDIRECTLY  ARISING
OUT OF,  UNDER OR IN  CONNECTION  WITH THIS  AGREEMENT  OR ANY OF THE OTHER LOAN
DOCUMENTS.  EACH PARTY HERETO (A)  CERTIFIES  THAT NO  REPRESENTATIVE,  AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER  AND (B)  ACKNOWLEDGES  THAT IT AND THE OTHER  PARTIES  HERETO  HAVE BEEN
INDUCED  TO  ENTER  INTO  THIS  AGREEMENT  AND  THE  OTHER  LOAN  DOCUMENTS,  AS
APPLICABLE,  BY, AMONG OTHER THINGS,  THE MUTUAL WAIVERS AND  CERTIFICATIONS  IN
THIS SECTION 9.11.

                  SECTION  9.12.  Severability.  In the event any one or more of
the provisions  contained in this Agreement or in any other Loan Document should
be held invalid, illegal or unenforceable in any respect, the validity, legality
and  enforceability  of the remaining  provisions  contained  herein and therein
shall not in any way be affected or impaired  thereby (it being  understood that
the invalidity of a particular provision in a particular  jurisdiction shall not
in  and  of  itself  affect  the  validity  of  such   provision  in  any  other
jurisdiction).  The parties shall endeavor in good-faith negotiations to replace
the invalid,  illegal or  unenforceable  provisions  with valid  provisions  the
economic  effect of which  comes as close as  possible  to that of the  invalid,
illegal or unenforceable provisions.

                  SECTION 9.13. Counterparts.  This Agreement may be executed in
counterparts (and by different parties hereto on different  counterparts),  each
of which shall constitute an original but all of which when taken together shall
constitute a single contract,  and shall become effective as provided in Section
9.03.  Delivery of an executed  signature  page to this  Agreement  by facsimile
transmission  shall be as effective as delivery of a manually signed counterpart
of this Agreement.

                  SECTION 9.14.  Headings.  Article and Section headings and the
Table of Contents used herein are for  convenience  of reference  only,  are not
part of this Agreement and are not to affect the construction of, or to be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.15. Jurisdiction; Consent to Service of Process. (a)
Each of the Borrowers hereby irrevocably and unconditionally submits, for itself
and its property,  to the nonexclusive  jurisdiction of any New York State court
or Federal  court of the  United  States of  America  sitting in the  Borough of
Manhattan in New York City,  and any  appellate  court from any thereof,  in any
action or proceeding  arising out of or relating to this  Agreement or the other
Loan Documents,  or for recognition or enforcement of any judgment,  and each of
the parties hereto hereby irrevocably and unconditionally agrees that all claims
in respect of any such action or proceeding  may be heard and determined in such
New York State or, to the extent  permitted by law, in such Federal court.  Each
of the  parties  hereto  agrees  that a final  judgment  in any such  action  or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on the  judgment or in any other  manner  provided by law.  Nothing in this
Agreement shall affect any right that the  Administrative  Agent, the Collateral
Agent,  the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding  relating to this Agreement or the other Loan  Documents  against the
Borrowers or their respective properties in the courts of any jurisdiction.

                  (b)   Each   of   the   Borrowers   hereby   irrevocably   and
unconditionally  waives, to the fullest extent it may legally and effectively do
so, any objection  which it may now or hereafter  have to the laying of venue of
any suit,  action or proceeding  arising out of or relating to this Agreement or
the other Loan  Documents in any such New York State or Federal  court.  Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an  inconvenient  forum to the maintenance of such action or
proceeding in any such court.

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

                  SECTION 9.16.  Confidentiality.  (a) The Administrative Agent,
the  Collateral  Agent,  the Issuing Bank and each of the Lenders agrees to keep
confidential  (and to use its  reasonable  best efforts to cause its  respective
agents and  representatives  to keep  confidential)  the Information (as defined
below)  and all  copies  thereof,  extracts  therefrom  and  analyses  or  other
materials based thereon,  except that the  Administrative  Agent, the Collateral
Agent, the Issuing Bank or any Lender shall be permitted to disclose Information
(a) to such of its respective officers, directors, employees, agents, affiliates
and  representatives  as need  to  know  such  Information,  (b) to a  potential
assignee or  participant  of such  Lender or any direct or indirect  contractual
counterparty  in any swap  agreement  relating  to the  Loans or such  potential
assignee's or  participant's  or  counterparty's  advisors who need to know such
Information  (provided  that any  such  potential  assignee  or  participant  or
counterparty  shall,  and shall use its  reasonable  best  efforts  to cause its
advisors to, keep  confidential  all such  Information on the terms set forth in
this Section 9.16), (c) to the extent requested by any regulatory authority, (d)
to the extent  otherwise  required by applicable  laws and regulations or by any
subpoena or similar legal process,  (e) in connection  with any suit,  action or
proceeding  relating to the  enforcement  of its rights  hereunder  or under the
other Loan Documents or (f) to the extent such  Information (i) becomes publicly
available  other  than as a result  of a  breach  of this  Section  9.16 or (ii)
becomes available to the  Administrative  Agent, the Issuing Bank, any Lender or
the  Collateral  Agent on a  nonconfidential  basis from a source other than the
Borrowers.  For the  purposes  of this  Section,  "Information"  shall  mean all
financial  statements,   certificates,   reports,   agreements  and  information
(including all analyses, compilations and studies prepared by the Administrative
Agent, the Collateral  Agent, the Issuing Bank or any Lender based on any of the
foregoing)  that are received from the  Borrowers and related to the  Borrowers,
any  shareholder  of the Borrowers or any employee,  customer or supplier of the
Borrowers,  other  than  any  of  the  foregoing  that  were  available  to  the
Administrative  Agent, the Collateral Agent, the Issuing Bank or any Lender on a
nonconfidential  basis prior to its  disclosure  thereto by the  Borrowers,  and
which are in the case of  Information  provided  after the date hereof,  clearly
identified  at the time of delivery as  confidential  or of such a nature that a
prudent person would expect such Information to be confidential.  The provisions
of this  Section  9.16  shall  remain  operative  and in full  force and  effect
regardless of the expiration and term of this Agreement.

                  (b) Notwithstanding anything herein to the contrary, any party
subject to confidentiality obligations hereunder or otherwise (and any Affiliate
thereof and any  employee,  representative  or other agent of such party or such
Affiliate) may disclose to any and all persons,  without limitation of any kind,
the U.S.  federal income tax treatment and the U.S. federal income tax structure
of the transactions contemplated hereby and all materials of any kind (including
opinions  or other tax  analyses)  that are  provided to it relating to such tax
treatment  and  tax  structure.  For  this  purpose,  the tax  treatment  of the
transactions contemplated hereby is the purported or claimed U.S. federal income
tax treatment of such transactions and the tax structure of such transactions is
any fact that may be relevant to  understanding  the  purported  or claimed U.S.
federal income tax treatment of such transactions.

                  SECTION 9.17.  Effect of  Restatement.  This  Agreement  shall
supersede the Existing Credit Agreement from and after the Restatement Date with
respect to the transactions  hereunder and with respect to the Loans outstanding
under the Existing  Credit  Agreement as of the  Restatement  Date.  The parties
hereto  acknowledge  and agree,  however,  that (a) this Agreement and all other
Loan  Documents  executed and delivered  herewith do not  constitute a novation,
payment and reborrowing or termination of the  Obligations  (except as expressly
provided  for herein with respect to the  repayment of the Existing  Term Loans)
under the Existing  Credit  Agreement and the other Loan  Documents as in effect
prior  to the  Restatement  Date,  (b)  such  Obligations  are  in all  respects
continuing  with only the terms being modified as provided in this Agreement and
the other Loan Documents,  (c) the liens and security  interests in favor of the
Collateral Agent for the benefit of the Secured Parties securing payment of such
Obligations  are in all  respects  continuing  and in full force and effect with
respect to all Obligations and (d) all references in the other Loan Documents to
the Credit Agreement shall be deemed to refer without further  amendment to this
Agreement.

                  SECTION 9.18. U.S.A.  Patriot Act Notice.  Each Lender and the
Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers
that pursuant to the  requirements of the U.S.A.  Patriot Act (Title III of Pub.
L. 107-56  (signed into law October 26,  2001)) (the  "Act"),  it is required to
obtain,  verify and record  information  that  identifies  the  Borrower,  which
information  includes the name and address of the Borrower and other information
that will allow such  Lender or the  Administrative  Agent,  as  applicable,  to
identify the Borrowers in accordance with the Act.