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                      AMENDED AND RESTATED CREDIT AGREEMENT


                          dated as of October 21, 2002,


                                      among


                        ANTEON INTERNATIONAL CORPORATION,


                               ANTEON CORPORATION,


                            THE LENDERS NAMED HEREIN,


                           CREDIT SUISSE FIRST BOSTON,

                             as Administrative Agent


                                       and


                         CITIZENS BANK OF PENNSYLVANIA,

                               as Collateral Agent

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


                           CREDIT SUISSE FIRST BOSTON,

                    as Sole Lead Arranger and Sole Bookrunner


                         CITIZENS BANK OF PENNSYLVANIA,

                              as Syndication Agent


                      DEUTSCHE BANK TRUST COMPANY AMERICAS,

                             as Documentation Agent


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





<PAGE>




                                            TABLE  OF CONTENTS

                                                                         Page


                                                ARTICLE I

                                               Definitions

SECTION 1.01.  Defined Terms..................................................2
SECTION 1.02.  Terms Generally...............................................26
SECTION 1.03.  Classification of Loans and Borrowings........................27
SECTION 1.04.  Joint and Several Obligations.................................27

                                                ARTICLE II

                                               The Credits

SECTION 2.01. Commitments....................................................27
SECTION 2.02. Loans..........................................................28
SECTION 2.03. Borrowing Procedure............................................29
SECTION 2.04. Evidence of Debt; Repayment of Loans...........................30
SECTION 2.05. Fees...........................................................30
SECTION 2.06. Interest on Loans..............................................31
SECTION 2.07. Default Interest...............................................32
SECTION 2.08. Alternate Rate of Interest.....................................32
SECTION 2.09. Termination and Reduction of Commitments.......................32
SECTION 2.10. Conversion and Continuation of  Borrowings.....................33
SECTION 2.11. Repayment of Term Borrowings...................................34
SECTION 2.12. Prepayment.....................................................35
SECTION 2.13. Mandatory Prepayments..........................................35
SECTION 2.14. Reserve Requirements; Change in Circumstances..................37
SECTION 2.15. Change in Legality.............................................38
SECTION 2.16. Indemnity......................................................39
SECTION 2.17. Pro Rata Treatment.............................................39
SECTION 2.18. Sharing of Setoffs.............................................39
SECTION 2.19. Payments.......................................................40
SECTION 2.20. Taxes..........................................................40
SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to
Mitigate.....................................................................42
SECTION 2.22. Swingline Loans................................................43
SECTION 2.23. Letters of Credit..............................................44
SECTION 2.24. Increase in Term Loan Commitments..............................48
SECTION 2.25. ...............................................................49
Increase in Revolving Credit Commitments.....................................49
SECTION 2.26. Extension of Revolving Credit Maturity Date....................50

                                   ARTICLE III

                         Representations and Warranties




                                      -ii-

<PAGE>




SECTION 3.01. Organization; Powers...........................................51
SECTION 3.02. Authorization..................................................51
SECTION 3.03. Enforceability.................................................51
SECTION 3.04. Governmental Approvals; Contracts..............................52
SECTION 3.05. Financial Statements...........................................52
SECTION 3.06. No Material Adverse Change.....................................53
SECTION 3.07. Title to Properties; Possession Under Leases...................53
SECTION 3.08. Subsidiaries...................................................53
SECTION 3.09. Litigation; Compliance with Laws...............................53
SECTION 3.10. Agreements.....................................................53
SECTION 3.11. Federal Reserve Regulations....................................53
SECTION 3.12. Investment Company Act; Public Utility Holding Company Act.....53
SECTION 3.13. Use of Proceeds................................................54
SECTION 3.14. Tax Returns....................................................54
SECTION 3.15. No Material Misstatements......................................54
SECTION 3.16. Employee Benefit Plans.........................................54
SECTION 3.17. Environmental Matters..........................................55
SECTION 3.18. Insurance......................................................55
SECTION 3.19. Security Documents.............................................55
SECTION 3.20. Location of Real Property......................................56
SECTION 3.21. Labor Matters..................................................56
SECTION 3.22. Solvency.......................................................56
SECTION 3.23. Ranking........................................................57

                                   ARTICLE IV

                              Conditions of Lending


SECTION 4.01. All Credit Events..............................................57
SECTION 4.02. First Credit Event.............................................58
SECTION 4.03. Tranche B Funding Date.........................................59

                                    ARTICLE V

                              Affirmative Covenants


SECTION 5.01. Existence; Businesses and Properties...........................62
SECTION 5.02. Insurance......................................................62
SECTION 5.03. Obligations and Taxes..........................................63
SECTION 5.04. Financial Statements, Reports, etc.............................63
SECTION 5.05. Litigation and Other Notices...................................66
SECTION 5.06. Employee Benefits..............................................66
SECTION 5.07. Maintaining Records; Access to Properties and Inspections......66
SECTION 5.08. Use of Proceeds................................................66
SECTION 5.09. Compliance with Environmental Laws.............................66
SECTION 5.10. Preparation of Environmental Reports...........................67
SECTION 5.11. Audits.........................................................67
SECTION 5.12. Further Assurances.............................................67

                                                ARTICLE VI

                                            Negative Covenants


SECTION 6.01. Indebtedness..................................................68
SECTION 6.02. Liens.........................................................69
SECTION 6.03. Sale and Lease-Back Transactions..............................70
SECTION 6.04. Investments, Loans and Advances...............................71
SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions.....73
SECTION 6.06. Dividends and Distributions; Restrictions on Ability of
Subsidiaries to Pay Dividends...............................................73
SECTION 6.07. Transactions with Affiliates..................................74
SECTION 6.08. Capital Expenditures..........................................75
SECTION 6.09. Interest Coverage Ratio.......................................75
SECTION 6.10. Fixed Charge Coverage Ratio...................................75
SECTION 6.11. Maximum Leverage Ratio........................................75
SECTION 6.12. Senior Leverage Ratio.........................................75
SECTION 6.13. [Intentionally Omitted].......................................75
SECTION 6.14. Limitation on Modifications of Indebtedness; Modifications
of Certificate of Incorporation, By-laws and Certain Other
Agreements, etc.............................................................75
SECTION 6.15. Limitation on Creation of Subsidiaries........................76
SECTION 6.16. Business......................................................76
SECTION 6.17. Designated Senior Indebtedness................................76
SECTION 6.18. Fiscal Year...................................................76
SECTION 6.19. Maintenance of Accounts.......................................77

                                   ARTICLE VII

                                Events of Default



                                  ARTICLE VIII

                The Administrative Agent and the Collateral Agent



                                   ARTICLE IX

                                  Miscellaneous


SECTION 9.01. Notices.......................................................81
SECTION 9.02. Survival of Agreement.........................................82
SECTION 9.03. Binding Effect................................................82
SECTION 9.04. Successors and Assigns........................................82
SECTION 9.05. Expenses; Indemnity...........................................86
SECTION 9.06. Right of Setoff...............................................87
SECTION 9.07. Applicable Law................................................87
SECTION 9.08. Waivers; Amendment............................................87
SECTION 9.09. Interest Rate Limitation......................................88


                                      -iii-

<PAGE>




SECTION 9.10. Entire Agreement..............................................89
SECTION 9.11. WAIVER OF JURY TRIAL..........................................89
SECTION 9.12. Severability..................................................89
SECTION 9.13. Counterparts..................................................89
SECTION 9.14. Headings......................................................90
SECTION 9.15. Jurisdiction; Consent to Service of Process...................90
SECTION 9.16. Confidentiality...............................................90


Schedule  1.01(a)  Existing  Letters  of  Credit  Schedule  1.01(b)   Subsidiary
Guarantors  Schedule  2.01  Lenders and  Commitments  Schedule  3.04  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  4.03(b) Other Local
Counsel Schedule 4.03(f) Foreign Subsidiary Pledged Stock
Schedule 6.01         Outstanding Indebtedness on Closing Date
Schedule 6.02         Liens Existing on Closing Date
Schedule 6.04(m)      Existing Investments

Exhibit A         Form of Administrative Questionnaire
Exhibit B         Form of Assignment and Acceptance
Exhibit C         Form of Borrowing Request
Exhibit D         Form of Amended and Restated Indemnity, Subrogation and
                  Contribution Agreement
Exhibit E         Form of Amended and Restated Pledge Agreement
Exhibit F         Form of Amended and Restated Security Agreement
Exhibit G         Form of Amended and Restated Subsidiary Guarantee Agreement
Exhibit H-1       Form of Restatement Date Opinion of Paul, Weiss, Rifkind,
                  Wharton & Garrison
Exhibit H-2       Form of Restatement Date Opinion of Curtis L. Schehr, Esq.,
                  General Counsel of the Borrowers
Exhibit H-3       Form of Tranche B Funding Date Opinion of Paul, Weiss,
                  Rifkind, Wharton & Garrison
Exhibit H-4       Form of Tranche B Funding Date Opinion of Curtis L. Schehr,
                  Esq., General Counsel of the Borrowers
Exhibit H-5       Form of Tranche B Funding Date Opinion of Local Counsel
Exhibit I         Form of Compliance Certificate
Exhibit J         Form of Borrowing Base/Non-Default Certificate
Exhibit K         Form of Subordination Provisions
Exhibit L         Form of Solvency Certificate
Exhibit M         Form of Acknowledgment, Waiver and Consent of Minority Owner
Exhibit N         Form of Perfection Certificate


                                      -iv-

<PAGE>


                                        1



         AMENDED AND RESTATED CREDIT  AGREEMENT dated as of October 21, 2002,
among ANTEON INTERNATIONAL CORPORATION, a Delaware corporation (as the successor
by merger to the  Borrower  under the  Existing  Credit  Agreement  (as  defined
below), the "Borrower"),  ANTEON CORPORATION,  a Virginia corporation  ("Anteon"
and, together with the Borrower,  the  "Borrowers"),  the Lenders (as defined in
Article I),  CREDIT  SUISSE FIRST  BOSTON,  a bank  organized  under the laws of
Switzerland,  acting through its Cayman Islands branch, as issuing bank (in such
capacity,  the "Issuing Bank"),  and as administrative  agent (in such capacity,
the "Administrative  Agent") for the Lenders,  and CITIZENS BANK OF PENNSYLVANIA
("Citizens  Bank"),  as  swingline  lender  (in such  capacity,  the  "Swingline
Lender"), and as collateral agent (in such capacity, the "Collateral Agent") for
the Lenders.

         The  Borrower,   the  Existing   Lenders  (such  term  and  each  other
capitalized  term used but not defined  herein  having the  meaning  given it in
Article I), the Issuing Bank, the Administrative Agent, the Swingline Lender and
the Collateral  Agent are parties to the Existing Credit  Agreement,  whereunder
(a) the Existing  Lenders  extended credit and/or agreed to extend credit in the
form of (i) Tranche A Term Loans on the Closing Date and (ii) Revolving Loans at
any time and from time to time prior to the Revolving  Credit Maturity Date, (b)
the Swingline Lender agreed to extend credit,  at any time and from time to time
prior to the Revolving Credit Maturity Date, in the form of Swingline Loans, and
(c) the Issuing Bank agreed to issue Letters of Credit.

         Pursuant to the Purchase  Agreement,  the  Borrower  intends to acquire
(the "Acquisition") all the issued and outstanding Equity Interests of a company
identified  to the  Agents  prior to the  Restatement  Date (the  "Target")  for
aggregate consideration not to exceed $90,000,000 in cash, subject to adjustment
as provided in the Purchase Agreement (the "Cash Consideration").

         The Borrowers  have requested the Tranche B Lenders to extend credit in
the form of Tranche B Term Loans on or after the Acquisition Closing Date, in an
aggregate  principal  amount not in excess of  $100,000,000.  The Borrowers have
also requested that the Total Revolving Credit Commitment be increased after the
Restatement Date to an aggregate amount not to exceed $200,000,000.

         The  proceeds  of the Tranche B Term Loans are to be used solely (a) to
pay (or to refinance Revolving Loans used to pay) the Cash Consideration, (b) to
pay related  fees and  expenses  and (c) for  general  corporate  purposes.  The
proceeds of the Revolving  Loans and the  Swingline  Loans are to be used solely
for general corporate  purposes,  including Permitted  Acquisitions.  Letters of
Credit  are to be  used  solely  to  support  payment  obligations,  performance
guarantees and bid bonds incurred by the Borrowers and their Subsidiaries in the
conduct of their business. Proceeds of any Incremental Term Loans are to be used
solely to finance Permitted Acquisitions and to pay related fees and expenses.

         The  Existing  Lenders are willing to continue the Tranche A Term Loans
and  Revolving  Loans as existing on the  Restatement  Date,  and to continue to
extend  commitments to make Revolving  Loans; the Swingline Lender is willing to
continue  the  Swingline  Loans as  existing  on the  Restatement  Date,  and to
continue to extend  commitments  to make  Swingline  Loans;  the Issuing Bank is
willing to continue to issue



<PAGE>


                                        2


Letters of Credit;  and the  Tranche B Lenders are willing to make the Tranche B
Term Loans on or after the  Acquisition  Closing Date, in each case on the terms
and subject to the conditions set forth herein.

         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.

         "Acquisition" shall have the meaning given to such term in the preamble
to this Agreement.

         "Acquisition Closing Date" shall mean the date on which the Acquisition
shall have been consummated.

         "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.




<PAGE>


                                        3


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

         "Alternate  Base  Rate"  shall  mean,  for any day,  a 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 less 1/4 of 1% 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. The term "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 New York City; each change in the Prime Rate shall be effective on the
date such change is publicly  announced as being  effective.  The term  "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, or, if such rate is not so
published for any day that is a Business Day, the average of the  quotations for
the day for such transactions  received by the  Administrative  Agent from three
Federal funds brokers of recognized standing selected by it.

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

         "Amendment  No. 6" shall mean  Amendment  No. 6,  Waiver and  Agreement
dated as of February 1, 2002, to 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  Tranche B Term Loan,
3.25%,  (b) with  respect to any ABR  Tranche B Term Loan,  2.25%,  and (c) with
respect  to any  Eurodollar  Tranche  A Term  Loan,  ABR  Tranche  A Term  Loan,
Eurodollar  Revolving  Loan  or ABR  Revolving  Loan,  or  with  respect  to the
Commitment  Fees, as the case may be, the applicable  percentage set forth below
under  the  caption  "Eurodollar  Tranche  A/Revolving  Spread",   "ABR  Tranche
A/Revolving  Spread"  or "Fee  Percentage",  as the case may be,  based upon the
Leverage  Ratio as of the  relevant  date of  determination  (provided,  that if
financial statements and a certificate with respect to the fourth fiscal quarter
in any year  satisfying  the  requirements  of paragraphs (b) and (g) of Section
5.04 shall be delivered to the Administrative Agent within 60 days after the end
of such fiscal quarter,  then from the second Business Day following the date on
which such  financial  statements  and  certificate  are so delivered  until the
relevant date of determination  following such fiscal quarter end the Applicable
Percentage shall be based upon the Leverage Ratio as of such fiscal quarter end,
as determined on the basis of such financial statements):





<PAGE>


                                        4



                          Eurodollar ABR
                        Tranche A/ Tranche
                           A/ Revolving      Revolving            Fee
Leverage Ratio              Spread            Spread          Percentage

Category 1                   3.25%             2.25%             0.500%
----------
Greater than 4.75
to 1.00

Category 2                   3.00%             2.00%             0.500%
----------
Greater than 4.25
to 1.00 but less
than or equal to
4.75 to 1.00

Category 3                   2.75%             1.75%             0.375%
----------
Greater than 3.50
to 1.00 but less
than or equal to 4.25
to 1.00

Category 4                   2.50%             1.50%             0.375%
----------
Greater than 3.00
to 1.00 but less
than or equal to 3.50
to 1.00
----------------------     ------------     -----------      --------------

Category 5                   2.25%             1.25%             0.375%
----------
Less than or equal
to 3.00 to 1.00
======================     ===========     ===========      ===============


         Except  as set forth in the  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 Loans,  Commitments  and
Letters  of  Credit  outstanding  on and  after  the  date  of  delivery  to the
Administrative  Agent of the financial  statements and certificates  required by
Section 5.04(a) or (b) and Section 5.04(g), respectively, indicating such change
until the date immediately preceding the next date of delivery of such financial
statements and certificates indicating another such change;  provided,  however,
that (a) at any time during  which the  Borrower  has failed to deliver when due
the financial statements and certificates required by Section 5.04(a) or (b) and
Section  5.04(g),  respectively,  or (b) 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  for   purposes   of   determining   the   Applicable   Percentage.
Notwithstanding  the foregoing,  the Applicable  Percentage  with respect to any
Eurodollar  Tranche B Term Loan or ABR Tranche B Term Loan  shall,  on and after
the effective date of any Incremental Term Loan Assumption Agreement and so long
as any Other Term Loans shall remain outstanding,  automatically be increased to
the extent  required,  if any, to ensure that the interest  rate spreads of such
Other Term Loans do not exceed the Applicable



<PAGE>


                                        5


Percentage for Eurodollar  Tranche B Term Loans or ABR Tranche B Term Loans,  as
the case may be, by more than 1/2 of 1%.

         "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, 2002, 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(e), and (b)
has not been utilized on or prior to the date of determination (i) to optionally
prepay, repurchase,  redeem, defease or otherwise retire any Senior Subordinated
Notes or (ii) to repurchase Borrower Common Stock.

         "Borrowing"  shall  mean a  group  of  Loans  of a  single  Type  made,
converted  or  continued  by the  Lenders on a single  date and,  in the case of
Eurodollar Loans, as to which a single Interest Period is in effect.

         "Borrowing  Base"  shall  mean an  amount  equal  to the  sum,  without
duplication, of:

                    (a) 90% of the Net Value  (as  defined  below)  of  Eligible
               Billed  Borrowing Base Receivables  representing  amounts due and
               owing from Domestic  Account  Debtors that are  outstanding  less
               than 91 days from the date of original invoice, plus

                    (b) 70% of the Net Value of Eligible  Billed  Borrowing Base
               Receivables  representing  amounts  due and  owing  from  Foreign
               Account Debtors that are not fully



<PAGE>


                                        6


         supported by a letter of credit,  guarantees,  bonds or similar  credit
         support  issued  by a  financial  institution  in  form  and  substance
         reasonably  acceptable to the Agents and that are outstanding less than
         61 days from the date of original invoice, plus

                    (c) 90% of the Net Value of Eligible  Billed  Borrowing Base
               Receivables  that  represent  amounts due and owing from  Foreign
               Account  Debtors  that are fully  supported by letters of credit,
               guarantees,  bonds or similar  credit support issued by financial
               institutions in form and substance  reasonably  acceptable to the
               Agents and that are  outstanding  less than 91 days from the date
               of original invoice, plus

                    (d) 75% of the Net Value of Eligible Unbilled Borrowing Base
               Receivables; plus

                  (e) the Eligible Margin Stock Amount.

As used herein,  the "Net Value" of an Eligible Billed Borrowing Base Receivable
or an Eligible Unbilled  Borrowing Base Receivable shall be its face amount, net
of any  discount for prompt  payment  (and net of any other amount  representing
payment of finance charges, late charges or interest (however denominated)), and
net of any  portion  thereof  that  constitutes  payment of sales,  use or other
taxes. The Borrowing Base shall be computed from time to time in accordance with
Section 5.04(h). The Borrowing Base at any time in effect shall be determined by
reference to the Borrowing Base/Non-Default  Certificate most recently delivered
hereunder.

         "Borrowing   Base/Non-Default   Certificate"  shall  have  the  meaning
assigned to such term in Section 5.04(h).

         "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 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



<PAGE>


                                        7


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 15% 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  other  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 Closing Date, (b) any change in any law, rule or regulation
or in the  interpretation or application  thereof by any Governmental  Authority
after the Closing 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 the  Issuing  Bank's  holding  company,  if any) with any  request,
guideline  or  directive  (whether  or not  having  the  force  of  law)  of any
Governmental Authority made or issued after the Closing 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,
Tranche A Term Loans,  Tranche B 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,  Term Loan Commitment,  Incremental Term Loan
Commitment in respect of Other Term Loans or 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's Fee Letter"  shall mean the Fee Letter dated April
29, 1999, between the Borrower and the Collateral Agent.

         "Collateral  Agent's 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 and Swingline Commitment.




<PAGE>


                                        8


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

         "Commitment  Letter" shall mean the Commitment Letter dated October 15,
2002, among the Borrowers and Credit Suisse First Boston.

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

         "Confidential  Information  Memorandum"  shall  mean  the  Confidential
Information Memorandum of the Borrower dated on or about November 2002, relating
to the Tranche B Term Loans.

         "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.

         "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 6 months
in a 12-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,  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



<PAGE>


                                        9


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.  Except for purposes of determining the Leverage
Ratio as that  term is used in the  definition  of the term  "Applicable  Rate",
EBITDA for any period  ending on or prior to December 31, 2002 shall be adjusted
by adding  thereto  (without  duplication  and only to the  extent  deducted  in
calculating  Net Income for such period) (i) the amount of the  Termination  Fee
(as defined in Amendment No. 6) actually paid during such period, (ii) fees paid
during  such  period  in an  aggregate  amount  not  to  exceed  $3,000,000  and
associated with the early  termination of Hedging  Agreements as a result of the
transactions  contemplated  by Amendment No. 6, (iii)  premiums paid during such
period  in an  aggregate  amount  not to exceed  $4,200,000  in  respect  of the
redemption  and  repurchases  of  Senior  Subordinated  Notes  as  permitted  by
Amendment No. 6, (iv) charges during such period in respect of unamortized  fees
in respect of the Loans and (v) other non- recurring  charges during such period
in connection  with the  Recapitalization  (as defined in Amendment No. 6) in an
aggregate amount not to exceed $1,000,000.

         "Eligible Billed Borrowing Base  Receivables"  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  Borrowing Base  Receivables"  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



<PAGE>


                                       10


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  "as of " date  of the  applicable  Borrowing  Base/Non-Default
Certificate  (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  "as  of"  date  of  the  applicable  Borrowing  Base/Non-Default
Certificate,  (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



<PAGE>


                                       11


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.




<PAGE>


                                       12


         "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 mean the Credit Agreement dated as of
June 23, 1999, as amended,  among the Borrower,  Credit Suisse First Boston,  as
issuing bank and as administrative  agent,  Citizens Bank, as syndication agent,
swingline lender and as collateral agent, and Deutsche Bank AG, New York Branch,
as documentation agent.

         "Existing  Lenders"  shall mean the lenders  under the Existing  Credit
Agreement.

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

         "Fee  Letters"  shall mean (a) the Fee Letter  dated  October 15, 2002,
among the  Borrowers and Credit Suisse First Boston and (b) the Fee Letter dated
March 7, 1999, between the Borrower and the Administrative Agent.

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



<PAGE>


                                       13


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

         "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  Account  Debtor" shall mean any Account  Debtor that is not a
Domestic Account Debtor.

         "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
and 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.




<PAGE>


                                       14


         "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 specified 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 Borrower,  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.



<PAGE>


                                       15


         "Incremental  Revolving  Credit  Commitment  Amount" shall mean, at any
time,  the  excess,  if any, of  $80,000,000  over the  aggregate  amount of all
Incremental Revolving Credit Commitments established prior to such time pursuant
to Section 2.25.

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

         "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  $50,000,000  over the  aggregate  amount of all  Incremental  Term Loan
Commitments established prior to such time pursuant to Section 2.24.

         "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 an  Incremental  Term  Loan  Assumption
Agreement.  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



<PAGE>


                                       16


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,
substantially  in the form of  Exhibit  D, among the  Borrower,  the  Subsidiary
Guarantors and the Collateral Agent.

         "Ineligible  Receivables"  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.

         "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
(other than a  Swingline  Loan),  the last  Business  Day of each  March,  June,
September and December, (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 and (c)
with respect to any Swingline Loan, the day that such Loan is repaid or required
to be repaid.

         "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



<PAGE>


                                       17


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) Credit
Suisse First  Boston,  with respect to Letters of Credit  issued by it, (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 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 plus (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 financial  institutions listed on Schedule
2.01 and/or 1.01(a) (other than any such financial  institution  that has ceased
to be a party  hereto  pursuant to an  Assignment  and  Acceptance)  and (b) any
financial  institution  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.


<PAGE>


                                       18


         "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 Subsidiary  Guarantee
Agreement, the Security Documents,  the Indemnity,  Subrogation and Contribution
Agreement,  each Incremental Term Loan Assumption Agreement and each Incremental
Revolving Credit 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


<PAGE>


                                       19


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 K or  subordination  provisions  no less  favorable to the
Lenders than those contained in the Senior Subordinated Note Indenture.

         "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 financial statements.

         "Non-Extending  Lender" shall have the meaning assigned to such term in
Section 2.26(b).

         "Obligations"  shall mean all obligations  defined as  "Obligations" in
the Subsidiary Guarantee Agreement and the Security Documents.


<PAGE>


                                       20


         "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  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.

         "Perfection   Certificate"   shall  mean  the  Perfection   Certificate
substantially in the form of Exhibit N.

         "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.


<PAGE>


                                       21


         "person" shall mean any natural  person,  corporation,  business trust,
joint venture,  association,  company, limited liability company, partnership or
government, or any agency or political subdivision thereof.

         "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,  substantially  in the form of  Exhibit E,  among the  Borrower,  the
Subsidiaries  party  thereto  and the  Collateral  Agent for the  benefit of the
Secured Parties.

         "Properties" shall have the meaning specified 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.

         "Purchase  Agreement"  shall mean the Stock  Purchase  Agreement  to be
entered  into on or around  October 31,  2002,  by and among the  Borrower,  the
Target and the existing stockholders of the Target.

         "Register" shall have the meaning given 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


<PAGE>


                                       22


Governmental Authority or voluntarily undertaken to: (i) cleanup, remove, treat,
abate or in any other way address  any  Hazardous  Material in the  environment;
(ii) 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) perform studies and
investigations in connection with, or as a precondition to, (i) or (ii) above.

         "Required  Lenders"  shall  mean,  at any time,  Lenders  having  Loans
(excluding  Swingline  Loans),  L/C  Exposure,  Swingline  Exposure  and  unused
Revolving Credit and Term Loan Commitments  representing greater than 50% of the
sum  of  all  outstanding  Loans  (excluding  Swingline  Loans),  L/C  Exposure,
Swingline Exposure and unused Revolving Credit 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 mean October 21, 2002.

         "Restatement  Required  Lenders" shall mean the Tranche B Lenders,  the
Swingline  Lender and the Required  Lenders under the Existing Credit  Agreement
immediately prior to the effectiveness of this Agreement.

         "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 Section  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.

         "Revolving  Credit  Maturity  Date" shall mean June 30,  2005,  or such
later date to which the Revolving Credit Maturity Date may be extended  pursuant
to Section 2.26.

         "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.



<PAGE>


                                       23


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

         "Security  Agreement"  shall mean the  Amended  and  Restated  Security
Agreement,  substantially  in the form of  Exhibit F,  among the  Borrower,  the
Subsidiaries  party  thereto  and the  Collateral  Agent for the  benefit of the
Secured Parties.

         "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 5.12.

         "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 IBJ
Whitehall Bank and Trust Company, as trustee.

         "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 specified 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.



<PAGE>


                                       24


         "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,  substantially in the form of Exhibit G, made by
the Subsidiary  Guarantors in favor of the  Collateral  Agent for the benefit of
the Secured Parties.

         "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.

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

         "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  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.


         "Target" shall have the meaning given such term in the preamble to this
Agreement.

         "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.


<PAGE>


                                       25



         "Term Loan  Commitment"  shall mean,  with respect to each Lender,  the
commitment of such Lender to make Tranche B 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 Loans" shall mean the Tranche A Term Loans and the Tranche B Term
Loans.  Unless the context shall otherwise require,  the term "Term Loans" shall
include any Incremental Term Loans.

         "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.

         "Tranche A Lenders"  shall mean Lenders  having  outstanding  Tranche A
Term Loans.

         "Tranche A Maturity Date" shall mean June 30, 2005.

         "Tranche A Repayment  Date"  shall have the meaning  given such term in
Section 2.11(a).

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

         "Tranche A Term Loans" shall mean the term loans made by the Lenders to
the Borrower as described in Section 2.01(a).  Each Tranche A Term Loan shall be
a Eurodollar Term Loan or an ABR Term Loan.

         "Tranche B Credit  Facility"  shall mean the Term Loan  Commitments and
extensions of credit thereunder.

         "Tranche B Funding  Date" shall mean the date of the  Borrowing  of the
Tranche B Term Loans.

         "Tranche B Lenders" shall mean Lenders having a Term Loan Commitment or
outstanding Tranche B Term Loans.


<PAGE>


                                       26


         "Tranche B Maturity Date" shall mean November 15, 2008.

         "Tranche B Repayment  Date"  shall have the meaning  given such term in
Section 2.11(b).

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

         "Tranche B Term Loans" shall mean the term loans made by the Lenders to
the Borrowers  pursuant to Section 2.01(b).  Each Tranche B Term Loan shall be a
Eurodollar Term Loan or an ABR Term Loan.

         "Transactions"  shall have the meaning assigned to such term in Section
3.02.

         "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.

         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  Borrower  notifies  the  Administrative  Agent  that  the
Borrower wishes 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 Borrower that the Required  Lenders wish to amend Article VI or any
related definition for such purpose),  then the Borrower's  compliance with such
covenant shall be determined on the basis of GAAP in effect  immediately  before
the


<PAGE>


                                       27


relevant change in GAAP became effective,  until either such notice is withdrawn
or such  covenant is amended in a manner  satisfactory  to the  Borrower 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.  (a) Tranche A Term Loans. The Borrowers and
the  Lenders  acknowledge  the making of  Tranche A Term Loans in the  aggregate
principal amount of $60,000,000 on the Closing Date in accordance with the terms
of the Existing Credit  Agreement.  Prior to the Restatement  Date, the Borrower
has repaid or prepaid $37,848,774.71 aggregate principal amount of the Tranche A
Term Loans and, accordingly, the Borrowers and the Lenders acknowledge and agree
that Tranche A Term Loans in an  aggregate  principal  amount of  $22,151,225.29
shall  continue to be  outstanding  as of the  Restatement  Date pursuant to the
terms and  conditions of this  Agreement and the other Loan  Documents.  Amounts
paid or prepaid in respect of Tranche A Term Loans may not be reborrowed.

         (b) Tranche B Term Loans and Revolving Loans.  Subject to the terms and
conditions and relying upon the representations and warranties herein set forth,
each Lender agrees, severally and not jointly, (i) to make a Tranche B Term Loan
to the Borrowers on or after the Acquisition  Closing Date in a principal amount
not to exceed its Term Loan Commitment,  and (ii) to make Revolving Loans to the
Borrowers,  at any time and from time to time on or after the Restatement  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 the lesser of (x)
such  Lender's  Revolving  Credit  Commitment  and (y)  such  Lender's  Pro Rata
Percentage of the  Borrowing  Base,  each as in effect at such time.  Within the
limits set forth in clause  (ii) of the  preceding  sentence  and subject to the
terms,  conditions and limitations  set forth herein,  the Borrowers may borrow,
prepay and reborrow Revolving Loans. The Tranche B Term Loans shall be made in a
single drawing on or after the Acquisition Closing Date. Amounts paid or prepaid
in respect of Tranche B Term Loans may not be reborrowed.  The Borrowers and the
Lenders  acknowledge  the making of Revolving  Loans that are outstanding on the
Restatement  Date in accordance with the terms of the Existing Credit  Agreement
and agree that such Revolving Loans shall continue to be outstanding pursuant to
the terms and conditions of this Agreement and the other Loan Documents.



<PAGE>


                                       28


         (c)  Without  limiting   Anteon's   obligations  under  the  Subsidiary
Guarantee  Agreement  with  respect  to the  Obligations  outstanding  under the
Existing Credit Agreement, Anteon hereby assumes, jointly and severally with the
Borrower,  all  liability  as  a  Borrower  with  respect  to  such  outstanding
Obligations.

         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 New
York City 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


<PAGE>


                                       29


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 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 Tranche B
Term Borrowing,  an Incremental 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;


<PAGE>


                                       30


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 the Applicable  Percentage per annum in effect
from time to time on the daily unused amount of the Revolving Credit  Commitment
of such Lender during the preceding quarter (or other


<PAGE>


                                       31


period 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 Letters 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's Fee Letter at the
times and in the amounts specified therein (the "Collateral Agent's 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  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,  through the  Administrative  Agent, to
each Lender that executes and delivers to the Administrative Agent a counterpart
of  this  Agreement  signed  on  behalf  of  such  party  (or  written  evidence
satisfactory   to  the   Administrative   Agent  (which  may  include   telecopy
transmission  of a signed  signature page of this Agreement) that such party has
signed a counterpart of this  agreement) on or prior to the  Restatement  Date a
fee (an "Amendment  Fee") on the Restatement Date in an amount equal to 0.25% of
the sum of such Lender's outstanding Term Loans and Revolving Credit Commitments
(whether used or unused) under the Existing Credit Agreement  immediately  prior
to the effectiveness of this Agreement.

         (e) 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.

         (f) 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.



<PAGE>


                                       32


         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 Tranche B Funding Date.


<PAGE>


                                       33


     The Revolving  Credit  Commitments,  the Swingline  Commitment  and the L/C
Commitment shall automatically  terminate on the Revolving Credit Maturity Date.
Notwithstanding  the foregoing,  the Term Loan Commitments  shall  automatically
terminate at 5:00 p.m.,  New York City time, on December 31, 2002, or such later
date as may be agreed to by the Borrowers and each of the Tranche B Lenders,  if
the Tranche B Funding Date shall not have occurred by such time.

         (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  2.02(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;



<PAGE>


                                       34


                  (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 Tranche A Repayment  Date, a
         Tranche B Repayment Date or an Incremental Term Loan Repayment Date, as
         applicable, 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 Tranche A
         Term  Loans,  Tranche  B Term  Loans and  Incremental  Term  Loans,  as
         applicable,  with Interest Periods ending on or prior to such Tranche A
         Repayment  Date,  Tranche B  Repayment  Date or  Incremental  Term Loan
         Repayment  Date,  respectively,  and (B) the ABR Term  Loan  Borrowings
         comprised of Tranche A Term Loans, Tranche B Term Loans and Incremental
         Term Loans, as applicable, would not be at least equal to the principal
         amount of Term  Borrowings to be paid on such Tranche A Repayment Date,
         Tranche  B  Repayment  Date or  Incremental  Tem Loan  Repayment  Date,
         respectively; 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 Tranche A Term
Borrowings  shall be  payable as to  principal  in 17  consecutive  installments
payable on the last Business Day of March, June,  September and December of each
year, commencing on the last Business Day in June 2001 and ending on the Tranche
A Maturity Date (each such date being called a "Tranche A Repayment Date"). Each
of the first 16  installments  shall be in an  amount  equal to  4.6875%  of the
initial  aggregate  principal amount of the Tranche A Term Borrowings,  with the
balance due and payable on the Tranche A Maturity Date.



<PAGE>


                                       35


         (b)  The  Tranche  B  Term  Borrowings   (other  than  Term  Borrowings
consisting  of  Other  Term  Loans)  shall  be  payable  as to  principal  in 25
consecutive  installments  payable  on the last  Business  Day of  March,  June,
September  and  December of each year,  commencing  on the last  Business Day in
December  2002 and ending on the  Tranche B Maturity  Date (each such date being
called a "Tranche B Repayment Date"). Each of the first 21 installments shall be
in an amount  equal to 0.25% of the initial  aggregate  principal  amount of the
Tranche B Term Borrowings,  and each of the final 4 installments  shall be in an
amount  equal to  23.6875%  of the  initial  aggregate  principal  amount of the
Tranche B Term  Borrowings,  with the  balance  due and payable on the Tranche B
Maturity Date.

         (c)  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 and 2.13(g)) 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.

         (d) 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 Tranche A Term Loans,  the
Tranche B 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


<PAGE>


                                       36


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 or termination, then the
Borrowers  shall, on the date of such reduction or termination,  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) If on any date the Aggregate Revolving Credit Exposure shall exceed
the Borrowing Base, the Borrowers  shall on such date 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.

         (c) 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(g).

         (d) 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(g).

         (e) 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, 2002,  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(g) 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.

         (f) In the event 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(g).

         (g)  Mandatory   prepayments  of  outstanding  Term  Loans  under  this
Agreement shall be applied pro rata between the then-outstanding  Tranche A Term
Loans,  Tranche B Term Loans and Other Term Loans,  and subject to paragraph (i)
below,  applied  pro  rata  against  the  remaining  scheduled  installments  of
principal due in respect of Tranche A Term Loans, Tranche B Term Loans and Other
Term Loans under Sections 2.11 (a), (b) and (c), respectively.

         (h) The Borrowers  shall deliver to the  Administrative  Agent,  at the
time of each pre payment  required  under this Section  2.13,  (i) a certificate
signed by a Financial Officer of the


<PAGE>


                                       37


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.

         (i) Any  Tranche  B  Lender  and,  to the  extent  so  provided  in the
applicable  Incremental  Term Loan Assumption  Agreement,  any Incremental  Term
Lender, so long as any Tranche A Term Loans shall remain outstanding, may elect,
by notice to the  Administrative  Agent in writing no later than 3:00 p.m.,  New
York City time, at least two Business Days prior to any  prepayment of Tranche B
Term Loans or Incremental Term Loans, as the case may be, required to be made by
the Borrowers  for the account of such Lender  pursuant to this Section 2.13, to
cause  all or a portion  of such  prepayment  to be  applied  instead  to prepay
Tranche A Term Loans in accordance with paragraph (g) above.

         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


<PAGE>


                                       38


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, after the Closing Date, any change in any law
or regulation or in the  interpretation  thereof by any  Governmental  Authority
charged with the administration or interpretation thereof 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 (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.


<PAGE>


                                       39


         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


<PAGE>


                                       40


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
agrees 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 Eleven
Madison Avenue, New York, New York.

         (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, if applicable.

         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) 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) In  addition,  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) and any


<PAGE>


                                       41


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 Credit
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 Credit  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 Section 2.20(e).
Notwithstanding  anything to the contrary  contained in 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 Section 2.20 to make any additional  payments
to a Lender  pursuant  to Section  2.20(b) or  2.20(c),  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 Section
2.20(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 Sections  2.20(b) and 2.20(c)  (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.



<PAGE>


                                       42


         (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 (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 (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 Section 2.14
and Section  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.

         (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


<PAGE>


                                       43


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 lesser of (x) the Total  Revolving  Credit
Commitment  and (y) the Borrowing  Base in effect at such time.  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,  the Borrowers may borrow, pay or
prepay and reborrow Swingline Loans hereunder,  subject to the terms, conditions
and limitations set forth herein.

         (b) Swingline Loans. The Borrowers shall notify the Swingline Lender by
fax,  or by  telephone  (confirmed  by fax),  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 and 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).



<PAGE>


                                       44


         (e) Participations. The Swingline Lender may by written notice given to
the  Administrative  Agent not later than 11:00 a.m., 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 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 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 Lenders that shall have made their  payments  pursuant to this paragraph and
to the  Swingline  Lender,  as their  interests  may  appear.  The  purchase  of
participations  in a Swingline Loan pursuant to this paragraph shall not relieve
the 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  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
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


<PAGE>


                                       45


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
$25,000,000  and (ii) the Aggregate  Revolving  Credit Exposure shall not exceed
the lesser of (x) the Total  Revolving  Credit  Commitment and (y) the Borrowing
Base in effect at such time.

         (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  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;



<PAGE>


                                       46


                  (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,  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.  However,  the
foregoing  shall not 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


<PAGE>


                                       47


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.
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


<PAGE>


                                       48


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 to be Term Loan Commitments, commitments to make term loans with
the same economic  terms as the Tranche A 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
that,  without the prior written consent of the Required Lenders,  (i) the final
maturity  date of any Other Term Loans  shall be no earlier  than the  Tranche B
Maturity  Date and (ii) the  average  life to  maturity  of any Other Term Loans
shall be no shorter  than the  average  life to  maturity  of the Tranche B 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.

         (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


<PAGE>


                                       49


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  Tranche A Term Loans or Tranche B
Term Loans, as the case may be, on a pro rata basis. This may be accomplished at
the  discretion  of the  Administrative  Agent  by  requiring  each  outstanding
Eurodollar Tranche A Term Borrowing or Eurodollar  Tranche B Term Borrowing,  as
the case may be, 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 Tranche A Term Borrowing or Eurodollar Tranche B
Term  Borrowing,  as  applicable,  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)(i) or (ii), as applicable,  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


<PAGE>


                                       50


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.

         SECTION 2.26.  Extension of Revolving  Credit  Maturity  Date.  (a) The
Borrowers may, by notice (an "Extension  Request") to the  Administrative  Agent
(which shall promptly  deliver a copy to each of the Revolving  Credit  Lenders)
not less than 30 days prior to the Revolving Credit Maturity Date then in effect
(the "Existing  Revolving  Credit  Maturity  Date"),  request that the Revolving
Credit Lenders extend the Existing  Revolving  Credit Maturity Date to a date no
later than the Tranche B Maturity  Date and  specified by the  Borrowers in such
notice.  Each Revolving  Credit Lender shall, by notice to the Borrowers and the
Administrative  Agent  given not more than 15 days  after  receipt  by it of the
Extension  Request,  advise the  Borrowers  whether or not such Lender agrees to
such extension (and any Lender that does not so advise the Borrowers on or prior
to such date shall be deemed not to have agreed to such extension). The decision
to agree or withhold agreement to any extension of the Existing Revolving Credit
Maturity Date hereunder shall be at the sole discretion of each Revolving Credit
Lender.

         (b) If any  Extension  Request  shall  not have been  approved  by each
Revolving Credit Lender (each such Lender,  a "Non-Extending  Lender") but shall
have been approved by Revolving  Credit Lenders  holding a majority of the Total
Revolving Credit Commitment (whether used or unused), then the Borrowers may (i)
cause  one or more  Non-Extending  Lenders  to  assign  their  Revolving  Credit
Commitments  in  accordance   with  Section   2.21(a)  and/or  (ii)  prepay  the
outstanding Revolving Loans of one or more Non-Extending Lenders,  together with
accrued and unpaid interest thereon, and permanently terminate the Revolving


<PAGE>


                                       51


Credit Commitment of such Non-Extending Lenders (provided that the Borrowers may
not so terminate  Revolving Credit  Commitments to the extent that, after giving
effect thereto,  the Aggregate  Revolving Credit Exposure would exceed the Total
Revolving Credit Commitment).

         (c) If (and only if) each of the Revolving Credit Lenders (after giving
effect to any assignments and terminations of Commitments  pursuant to paragraph
(b) above) shall have agreed to extend the Existing  Revolving  Credit  Maturity
Date,  then the Revolving  Credit Maturity Date shall be extended to the date so
requested by the Borrowers in the Extension Request.

         (d) The proposed effectiveness of any extension of the Revolving Credit
Maturity  Date  provided for in this Section 2.26 shall be deemed to be a Credit
Event for all  purposes of this  Agreement  and it shall be a further  condition
precedent  to such  effectiveness  that  the  Administrative  Agent  shall  have
received a certificate,  dated the Existing  Revolving  Credit Maturity Date and
signed by a Financial Officer of the Borrowers,  confirming  compliance with the
conditions precedent set forth in paragraphs (b) and (c) of Section 4.01.


                                   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
(a) the  Borrower of the Purchase  Agreement  and (b) each Loan Party of each of
the Loan Documents and the consummation of the transactions  contemplated by the
Purchase Agreement and the Loan Documents  (including the borrowings  hereunder)
(collectively,  the  "Transactions")  (i)  have  been  duly  authorized  by  all
requisite  corporate and, if required,  stockholder action and (ii) will not (x)
violate (A) any material  provision of law, statute,  rule or regulation,  or of
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,  (y) 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 (z) 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


<PAGE>


                                       52


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,  except for (i) the filing of Uniform  Commercial  Code  financing
statements,  filings  pursuant to the  Assignment of Claims Act and filings with
the United States  Copyright  Office,  in each case with respect to the personal
property  to be  acquired  in the  Acquisition,  (ii)  such as have been made or
obtained  and are in full force and effect  and (iii)  such  actions,  consents,
approvals,  registrations  or  filings,  the  failure of which to make or obtain
could not reasonably be expected to result in a Material Adverse Effect.

         (b) No notice of suspension,  debarment of 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, 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  required  by the Lenders (as noted on Schedule
3.04).

         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, 2001,  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  June 30,  2002,  certified  by its chief
financial  officer.  Such  financial  statements  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. Such financial statements were prepared in
accordance with GAAP applied on a consistent basis.

         (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 June  30,  2002,  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 12-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


<PAGE>


                                       53


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, 2001.

         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 and,  on and after the  Acquisition
Closing  Date the shares of capital  stock or other  ownership  interests of the
Target and its subsidiaries 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 Borrower,  threatened  against or affecting the Borrower or any
Subsidiary  or any  business,  property  or rights of any such  person  (i) that
involve  any Loan  Document or the  Transactions  or (ii) 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


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                                       54


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 Borrower 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 Borrower represents only that it 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,


<PAGE>


                                       55


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  Borrower  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


<PAGE>


                                       56


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,  when the  Collateral is
delivered to the Collateral Agent, the Pledge Agreement shall 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, (i) assuming that financing  statements in appropriate form have
been filed in the offices  specified in Section  3.19(b) of the Existing  Credit
Agreement,  and (ii) when financing  statements in appropriate form are filed in
the  offices  specified  on  Schedule  3.19(b),  the  Security  Agreement  shall
constitute 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) Assuming  that the Security  Agreement has been filed in the United
States Patent and Trademark Office and the United States Copyright  Office,  the
Security  Agreement  shall  constitute 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  to occur on the  Restatement  Date and  immediately  following the
making of each Loan and after giving effect to the  application  of the proceeds
of each Loan,  (a) the fair value of the  assets of each Loan  Party,  at a fair
valuation, will exceed its debts and liabilities,


<PAGE>


                                       57


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.



                                   ARTICLE IV

                              Conditions of Lending

         The obligations of the Lenders to make Loans and of the Issuing Bank to
issue  Letters  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,  after giving  effect to such  Borrowing or the issuance of any
Letter  of  Credit,  the  Aggregate   Revolving  Credit  Exposure  would  exceed
$110,000,000,  the  Administrative  Agent shall have received a certificate of a
Financial  Officer of the  Borrower in form and  substance  satisfactory  to the
Administrative Agent demonstrating that either (i) on the date of such Borrowing
or upon  the  issuance  of any  Letter  of  Credit,  as the  case  may  be,  the
Consolidated  Coverage Ratio exceeds 2.25 to 1.00 and the Consolidated  Leverage
Ratio is


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                                       58


less than 5.50 to 1.00, in each case,  as calculated in accordance  with Section
4.03(a)  of the  Senior  Subordinated  Note  Indenture  or  (ii)  the  Aggregate
Revolving  Credit  Exposure  would not exceed 90% of accounts  receivable of the
Borrower  and  its   Subsidiaries  as  calculated  in  accordance  with  Section
4.03(b)(1) of the Senior Subordinated Note Indenture.

         (e) 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 (e) of this Section
4.01.

         SECTION 4.02. First Credit Event. 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, 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 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  Administrative  Agent  shall have  received  (i) a copy of the
certificate or articles of incorporation,  including all amendments  thereto, of
each Loan Party,  certified as of a recent date by the Secretary of State of the
state of its  organization,  and a  certificate  as to the good standing of each
Loan Party as of a recent date, from such Secretary of State; (ii) a certificate
of the Secretary or Assistant Secretary of each Loan Party dated the Restatement
Date and certifying (A) that attached thereto is a true and complete copy of the
by-laws of such Loan Party as in effect on the Restatement Date and at all times
since a date prior to the date of the resolutions described in clause (B) below,
(B) that  attached  thereto  is a true and  complete  copy of  resolutions  duly
adopted by the Board of Directors of such Loan Party  authorizing the execution,
delivery and  performance  of the Loan Documents to which such person is a party
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,  (C) that the certificate or articles of  incorporation of such Loan
Party have not been amended since the date of the last  amendment  thereto shown
on the certificate of good standing  furnished pursuant to clause (i) above, and
(D) as to the  incumbency and specimen  signature of each officer  executing any
Loan Document or any other document  delivered in connection  herewith on behalf
of such Loan Party;  (iii) a certificate of another officer as to the incumbency
and specimen  signature of the  Secretary or Assistant  Secretary  executing the
certificate  pursuant to clause (ii) above; and (iv) such other documents as the
Lenders, the Issuing Bank or the Administrative Agent may reasonably request.



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                                       59


         (d) The  conditions  precedent 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  the  Restatement  Date and  signed  by a
Financial Officer of the Borrowers.

         (e) The  Administrative  Agent shall have  received  all Fees and other
amounts due and payable on or prior to the Restatement Date,  including,  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.

         (f) Each of the Indemnity,  Subrogation and Contribution Agreement, the
Pledge Agreement,  the Security Agreement and the Subsidiary Guarantee Agreement
shall have been duly  executed  by the  parties  thereto  and  delivered  to the
Administrative Agent, and shall be in full force and effect.

         (g) The  Lenders  shall  have  received  financial  projections  of the
Borrower  covering a period of four years  subsequent to the  Restatement  Date,
which  projections  shall  not be  materially  inconsistent  with the  forecasts
previously provided to the Administrative Agent.

         SECTION 4.03.  Tranche B Funding Date. The obligations of the Tranche B
Lenders  to  make  Tranche  B Term  Loans  hereunder  shall  be  subject  to the
satisfaction of the following additional conditions precedent:

         (a) A Borrowing  Request shall have been  delivered by the Borrowers to
the Administrative Agent in accordance with Section 2.03.

         (b) 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, counsel for the Borrowers,  substantially to
the  effect set forth in Exhibit  H-3,  (ii)  Curtis L.  Schehr,  Esq.,  General
Counsel of the Borrowers,  substantially to the effect set forth in Exhibit H-4,
and (iii) each local counsel listed on Schedule  4.03(b),  substantially  to the
effect set forth in Exhibit  H-5,  in each case (A) dated the  Tranche B Funding
Date,  (B)  addressed  to the Issuing  Bank,  the  Administrative  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.

         (c) The  Administrative  Agent  shall have  received  (i) a copy of the
certificate or articles of incorporation,  including all amendments  thereto, of
each Loan Party  (after  giving  effect to the  Acquisition),  certified as of a
recent date by the Secretary of State of the state of its  organization  (or, in
the case of persons  that were Loan  Parties  prior to the  Acquisition  Closing
Date, a certificate of a Responsible  Officer of the Borrower to the effect that
there  has been no  change  to such  documents  since  the last  such  documents
previously  delivered to the Administrative  Agent), and a certificate as to the
good  standing of each Loan Party as of a recent  date,  from such  Secretary of
State;  (ii) a certificate of the Secretary or Assistant  Secretary of each Loan
Party dated the Tranche B Funding Date and certifying (A) that attached  thereto
is a true and  complete  copy of the  by-laws of such Loan Party as in effect on
the  Tranche B Funding  Date and at all times  since a date prior to the date of
the resolutions described in clause (B) below (or a certificate of a Responsible
Officer  of the  Borrower  to the  effect  that there has been no change to such
documents   since  the  last  such   documents   previously   delivered  to  the
Administrative  Agent), (B) that attached thereto is a true and complete copy of
resolutions  duly  adopted  by  the  Board  of  Directors  of  such  Loan  Party
authorizing  the  execution,  delivery and  performance of the Loan Documents to
which


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                                       60


such  person  is a party  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,  (C) that the  certificate or articles
of  incorporation of such Loan Party have not been amended since the date of the
last  amendment  thereto shown on the  certificate  of good  standing  furnished
pursuant  to  clause  (i)  above,  and  (D) as to the  incumbency  and  specimen
signature  of each officer  executing  any Loan  Document or any other  document
delivered  in  connection  herewith  on  behalf  of  such  Loan  Party;  (iii) a
certificate of another  officer as to the  incumbency and specimen  signature of
the  Secretary or Assistant  Secretary  executing  the  certificate  pursuant to
clause (ii) above;  and (iv) such other  documents as the  Lenders,  the Issuing
Bank or the Administrative Agent may reasonably request.

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

         (e) The  Administrative  Agent shall have  received  all Fees and other
amounts due and payable on or prior to the Tranche B Funding Date, including, 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.

         (f)  Supplements to the Pledge  Agreement shall have been duly executed
by the Loan Parties  acquired or organized in connection  with or as a result of
the Acquisition and delivered to the Collateral Agent and shall be in full force
and  effect,  and  (i) all  the  outstanding  capital  stock  of  each  Domestic
Subsidiary  then owned by the Borrower and each other  Domestic  Subsidiary  and
(ii) 65% of the voting capital stock and 100% of the nonvoting capital stock (if
any) of each Foreign Subsidiary listed on Schedule 4.03(f), shall have been duly
and validly pledged  thereunder to the Collateral  Agent for the ratable benefit
of the Secured Parties and certificates representing such shares, accompanied by
instruments  of transfer  and stock  powers  endorsed in blank,  shall be in the
actual possession of the Collateral Agent.

         (g) Supplements to the Security Agreement shall have been duly executed
by the Loan Parties  acquired or organized in connection  with or as a result of
the Acquisition and shall have been delivered to the Collateral  Agent and shall
be in full  force  and  effect on such date and each  document  (including  each
Uniform  Commercial  Code financing  statement and each Assignment of Claims Act
notice)  required  by law or  reasonably  requested  by the  Agents to be filed,
registered or recorded in order to create in favor of the  Collateral  Agent for
the benefit of the Secured Parties a valid,  legal and perfected  first-priority
security  interest in and lien on the Collateral  (subject to any Lien expressly
permitted by Section 6.02) described in such agreement shall have been delivered
to the Collateral Agent.

         (h) The  Agents  shall  have  received  the  results of a search of the
Uniform Commercial Code filings (or equivalent filings) made with respect to the
Loan  Parties  acquired or organized  in  connection  with or as a result of the
Acquisition  in the  states (or other  jurisdictions)  of  organization  of such
persons,  in which the chief executive office of each such person is located and
in the other jurisdictions in which such persons maintain property, in each case
as  indicated  on  the  Perfection  Certificate,  together  with  copies  of the
financing  statements  (or similar  documents)  disclosed  by such  search,  and
accompanied by evidence reasonably satisfactory to the Collateral Agent that the
Liens indicated in any such financing  statement (or similar  document) would be
permitted under Section 6.02 or have been or will be contemporaneously  released
or  terminated.  The Agents  shall  have also  received  (i) a  schedule  of all
Material Contracts of the Target and its subsidiaries and (ii) all


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                                       61


information  required for the proper  assignment  under the Assignment of Claims
Act of all such Material  Contracts for which the Agents or the Required Lenders
shall have requested.

         (i) The Collateral  Agent shall have received a Perfection  Certificate
with  respect to the Loan  Parties  (including  those  acquired or  organized in
connection with or as a result of the  Acquisition)  dated the Tranche B Funding
Date and duly executed by a Responsible Officer of the Borrower.

         (j) Supplements to each of the Subsidiary  Guarantee  Agreement and the
Indemnity,  Subrogation and Contribution Agreement shall have been duly executed
by the Loan Parties  acquired or organized in connection  with or as a result of
the Acquisition and shall have been delivered to the Collateral  Agent and shall
be in full force and effect.

         (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 Acquisition shall have been consummated or shall be consummated
simultaneously  with the  making of the  Tranche B Term  Loans on the  Tranche B
Funding Date, in each case in all material respects in accordance with the terms
of the relevant documentation therefor, including the Purchase Agreement and the
related  schedules and attachments  thereto;  and the Agents shall be reasonably
satisfied with the material terms of all such documentation.

         (m) 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.

         (n) The Lenders shall have received a certificate  substantially in the
form of Exhibit L from the chief financial officer of the Borrower to the effect
that, after giving effect to 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 its business or (iv) have  incurred  debts
beyond its ability to pay such debts as they mature.

         (o) The Tranche B Credit Facility  provided for by this Agreement shall
be rated not lower  than BB- by S&P and not lower than Ba3 by  Moody's,  and the
Administrative Agent shall have received satisfactory evidence thereof.

         (p) The  Lenders  shall have  received  a  certificate  of a  Financial
Officer of the Borrower in form and substance satisfactory to the Administrative
Agent demonstrating that, after giving effect to the Transactions (including the
borrowing of the Tranche B Term Loans and the use of the proceeds thereof),  the
Consolidated  Coverage Ratio exceeds 2.25 to 1.00 and the Consolidated  Leverage
Ratio is less than 5.50 to 1.00, in each case as  calculated in accordance  with
Section 4.03(a) of the Senior Subordinated Note Indenture.



<PAGE>


                                       62


         (q) Each of the  conditions  precedent to funding set forth or referred
to in the  Commitment  Letter shall have been  satisfied or waived in writing by
the Lenders party  thereto,  and the  Borrowers  shall have complied with all of
their obligations thereunder and under the Fee Letters.


                                    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


<PAGE>


                                       63


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)  within 90 days  after the end of each  fiscal  year,  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 the financial condition and results
         of operations of the Borrower and its  consolidated  Subsidiaries  on a
         consolidated basis in accordance with GAAP;



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                                       64


                  (b)  within 45 days  after the end of each of the first  three
         fiscal quarters of each fiscal year, 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) [Intentionally Omitted];

                  (d) 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;

                  (e)  within  45  days  after  the  end of  each  fiscal  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  fiscal  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)  within  90  days  after  the  end of  each  fiscal  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;

                  (g)  concurrently  with any delivery of  financial  statements
         under  paragraph (a) or (b) above, 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 and 6.12, 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),
         6.04(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


<PAGE>


                                       65


         statements  required  by  paragraph  (a)  above,   setting  forth  the
         Borrower's calculation of Excess Cash Flow;

                  (h) from time to time at the  discretion  of the Borrower and,
         in any event,  within 37 days after the end of each calendar  quarter a
         certificate  in the form of  Exhibit J (a  "Borrowing  Base/Non-Default
         Certificate") showing the Borrowing Base as of the close of business on
         a recent  date (not to exceed 37 days)  prior to the  delivery  of such
         Borrowing Base/Non-Default Certificate or the last day of such calendar
         quarter,   as   applicable,   each  such   Borrowing   Base/Non-Default
         Certificate  to be  certified  as complete and correct on behalf of the
         Borrower by a Financial Officer of the Borrower;

                  (i) 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,  as well as a detailed  subcontractor  invoice report,  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;

                  (j) 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;

                  (k) 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;

                  (l) 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;

                  (m) each year,  at the time of  delivery  of annual  financial
         statements with respect to the preceding fiscal year pursuant to clause
         (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  Perfection  Certificate  or
         confirming that there has been no change in such information  since the
         date of the Perfection  Certificate  delivered on the Tranche B Funding
         Date or the date of the most recent  certificate  delivered pursuant to
         this  Section,  as  applicable,  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


<PAGE>


                                       66


         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);

                  (n) 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 of the
         last perfection  certificate  which constitute  Material  Contracts and
         which are required by this  Agreement to be assigned to the  Collateral
         Agent,  on behalf of the Lenders,  in accordance with the Assignment of
         Claims Act; and

                  (o) 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


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                                       67


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.

         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.  Audits.  Upon the occurrence and continuance of an Event
of Default,  permit the  Collateral  Agent or the Required  Lenders  through the
Administrative   Agent   or   professionals   (including   investment   bankers,
consultants,  accountants,  lawyers and  appraisers)  retained by the Collateral
Agent or the Required  Lenders to conduct  evaluations and appraisals of (a) the
Borrower's practices in the computation of the Borrowing Base and (b) the assets
included in the Borrowing Base, and pay the reasonable fees and expenses of such
professionals.

         SECTION  5.12.  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.  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 a Subsidiary Guarantee Agreement,  Indemnity,  Subrogation
and Contribution Agreement, Pledge Agreement,  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


<PAGE>


                                       68


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.  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.


                                   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 Closing
         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);



<PAGE>


                                       69


                  (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; and

                  (h)  unsecured   Indebtedness  of  the  Borrower  incurred  in
         connection with a Permitted Acquisition subordinated to the Obligations
         on terms and  conditions  no less  favorable  to the Lenders than those
         contained in Exhibit K in an aggregate  principal  amount not to exceed
         $7,500,000 at any time outstanding;

                  (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 Citizens Bank in connection with purchase
         cards  issued by  Citizens  Bank in an  aggregate  amount not to exceed
         $3,000,000 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;

                  (l)  unsecured   Indebtedness  of  the  Borrower  incurred  in
         connection with a Permitted Acquisition subordinated to the Obligations
         on terms and  conditions  no less  favorable  to the Lenders than those
         contained in Exhibit K in an aggregate  principal  amount not to exceed
         $5,500,000  at any  time  outstanding;  provided  that  notwithstanding
         Section  1(b) of  Exhibit K,  Indebtedness  incurred  pursuant  to this
         paragraph  (l) may  have a  stated  maturity  date  and,  so long as no
         Default or Event of Default has  occurred  and is  continuing  or would
         result therefrom,  such Indebtedness may be paid or prepaid,  on a date
         that is prior to the Tranche B Maturity Date; and

                  (m)  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  Closing  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;



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                                       70


                  (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  compen  sation,  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



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                                       71


                  (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) the 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 K;

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



<PAGE>


                                       72


                  (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  5.04(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
         Section 6.04(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
         12-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  Section  6.04(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 M. All pro forma  calculations  required to be made pursuant to
         this Section 6.04(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);



<PAGE>


                                       73


                  (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 Section
         6.04(k) being referred to herein as "Approved Margin Stock");

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

                  (m) investments existing on the Closing 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,  (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,  and (iv) the Borrower or any wholly owned Subsidiary may consummate
the Acquisition.

         (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


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                                       74


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.

         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  pursuant
to 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 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;


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                                       75


                  (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  Acquisition  and
Permitted  Acquisitions  consummated  in such  preceding  fiscal  year as if the
Acquisition or such Permitted Acquisitions,  as the case may be, 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,  ending on a date or during any period set forth below to
be less than the amount set forth opposite such date or period below:

                  Date or Period                                     Ratio

                  March 31, 2002 through December 31, 2002           2.25:1.0
                  January 1, 2003 through December 31, 2003          2.50:1.0
                  January 1, 2004 and thereafter                     3.00:1.0

         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 4.0 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

                  January 1, 2002 through December 31, 2003          2.50:1.0
                  January 1, 2004 and thereafter                     2.25:1.0

         SECTION 6.13. [Intentionally Omitted].



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                                       76


         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  Senior  Subordinated  Notes;  provided  that the  Borrower  may use (i) the
Borrower's  Portion of Excess  Cash Flow and (ii) 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(d),  to
optionally prepay,  repurchase,  redeem,  defease or otherwise retire any Senior
Subordinated  Notes,  so long as (i) no Default  or Event of Default  shall have
occurred  and be  continuing  or would  result  therefrom,  (ii) the  amount  so
expended shall not exceed  $30,000,000 in the aggregate and (iii) 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 or modify, or permit the amendment or modification of, the
Purchase Agreement or any of the operating agreements entered into in connection
therewith or any tax sharing  agreement,  in each case except for  amendments or
modifications  which are not in any way adverse in any  material  respect to the
interests  of the  Lenders,  (d)  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 (d) or any such new agreements
pursuant to this clause (d) which do not in any way materially  adversely affect
the  interests  of the Lenders;  provided  that nothing in this clause (d) 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 (e) 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 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
5.12 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


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                                       77


other  Loan  Documents  and  executed  an  acknowledgment,  waiver  and  consent
substantially in the form of Exhibit M).

         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 (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 (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;


<PAGE>


                                       78


         (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 (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


<PAGE>


                                       79


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  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

         In order to expedite the  transactions  contemplated by this Agreement,
Credit Suisse First Boston 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 and each  assignee of
any such Lender,  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


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                                       80


hereof and of the other Loan Documents, together with such actions and powers as
are reasonably  incidental thereto. The Administrative Agent is hereby expressly
authorized  by the Lenders and the Issuing  Bank,  without  hereby  limiting any
implied authority,  (a) 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; (b) 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 (c) 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.  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.

         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 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 Agree ment unless it shall be requested in writing to do
so by the Required Lenders.

         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


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                                       81


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 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.

         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.

         Each  Lender  agrees (a) 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 (b) 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.

         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.




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                                       82


                                   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 Borrowers,  to it at 3211 Jermantown Road, Suite
         700, Fairfax, Virginia 22030-2801,  Attention of Curtis L. Schehr, Esq.
         (Fax No. (703) 246-0629),  with a copy to Paul, Weiss, Rifkind, Wharton
         & Garrison, 1285 Avenue of the Americas, New York, New York 10019-6064,
         Attention of Eric Goodison, Esq. (Fax No. (212) 373-2523);

                  (b) if to the  Administrative  Agent,  to Credit  Suisse First
         Boston,  Eleven Madison Avenue, New York, New York 10010,  Attention of
         David Dodd (Fax No. (212) 325-8304,  with a copy to Credit Suisse First
         Boston, at Eleven Madison Avenue,  New York, New York 10010,  Attention
         of Matthew Carter (Fax No. (212) 325-8304);

                  (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); and

                  (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.

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.
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


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                                       83


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
when it shall have been executed by the Borrowers and the  Administrative  Agent
and when the Administrative Agent shall have received counterparts hereof which,
when taken together,  bear the signatures of the Restatement  Required  Lenders,
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
subsection  (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) of this Section  9.04,  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


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                                       84


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 (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 The City of New York 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).



<PAGE>


                                       85


         (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 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 Borrower furnished to such Lender by
or on behalf of the Borrower;  provided  that,  prior to any such  disclosure of
information  designated by the Borrower 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


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                                       86


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 Borrower to use its  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.



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                                       87


         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  and the  Swingline  Lender  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,  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


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                                       88


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, the definition of
the term "Required  Lenders" or release any 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, (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 or (v)
increase the advance rates set forth in the  definition  of the term  "Borrowing
Base" in Section  1.01 or change the  definition  of the term  "Eligible  Billed
Borrowing Base  Receivables",  "Eligible Unbilled Borrowing Base Receivables" or
"Eligible  Margin  Stock  Amount"  without  the  prior  written  consent  of the
Supermajority Lenders; provided further that no such agreement shall


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                                       89


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 Letters,  the
Collateral  Agent's  Fee  Letter,  the other Loan  Documents  and,  prior to the
Tranche B Funding Date, the Commitment  Letter,  constitute the entire  contract
between the parties  relative to the subject matter  hereof.  Any other previous
agreement  among the  parties  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.  Pursuant to the Fee Letter dated  October 15, 2002,  the
Borrower has given Credit Suisse First Boston the right to change certain of the
terms of the  Tranche  B Credit  Facility  in  connection  with the  syndication
thereof.  Prior to the Tranche B Funding Date,  any such changes may be effected
pursuant to an amendment to this  Agreement that is executed by the Borrower and
Lenders holding a majority of the Term Loan Commitments.

         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


<PAGE>


                                       90


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 unenforce  able  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 here  after  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.



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                                       91


         (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. 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.



<PAGE>


                                       92


         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:


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

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


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


                                         CITIZENS BANK OF PENNSYLVANIA,
                                         individually and as Collateral Agent
                                         and Swingline Lender,

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








<PAGE>


                                       93

                                         SIGNATURE PAGE TO THE
                                         ANTEON INTERNATIONAL
                                         CORPORATION AMENDED
                                         AND RESTATED CREDIT
                                         AGREEMENT DATED AS OF
                                         THE DAY AND YEAR FIRST
                                         ABOVE WRITTEN




Name of Lender:  ________________________________


    by:________________________________
         Name:
         Title:


<PAGE>