ex10-1.htm


     

    Exhibit 10.1

     

    Execution Copy


     

    


     

    FOURTH

     

    AMENDED
AND RESTATED

     

    LOAN
AGREEMENT

     

    BY AND
AMONG

     

    DYNAMICS
RESEARCH CORPORATION

    DRC
INTERNATIONAL CORPORATION

    H.J. FORD
ASSOCIATES, INC.

    KADIX
SYSTEMS, LLC

    as the
Borrowers,

     

    and

     

    THE
LENDERS PARTY HERETO

     

    and

     

    BROWN
BROTHERS HARRIMAN & CO.,

    as
Administrative Agent

    and

    TD BANK,
N.A.

    as
Documentation Agent

    and

    BANK OF
AMERICA, N.A.

    as
Syndication Agent

    


    as of
August 1, 2008

    



    
      
        1097265.4

      

      
         


        
          

        

      

      
        
        

      

    


    TABLE OF
CONTENTS

     

    
      
        	
                ARTICLE
      1 - DEFINITIONS

              	
                2

              
	 	 
	
                ARTICLE
      2 - AGENTED BORROWINGS

              	
                15

              
	 	 	 
	
                2-1.

              	
                Designation
      of Agent Borrower

              	
                15

              
	
                2-2.

              	
                Operation
      of Loan Arrangement

              	
                15

              
	
                2-3.

              	
                Loans
      Directly to Borrower

              	
                16

              
	
                2-4.

              	
                Continuation
      of Authority of Lead Borrower

              	
                16

              
	
                2-5.

              	
                Concerning
      Joint and Several Liability of the Borrowers

              	
                17

              
	
                2-6.

              	
                Indemnification

              	
                19

              
	 	 
	
                ARTICLE
      3 - THE REVOLVING CREDIT/LIBOR PROVISIONS

              	
                19

              
	 	 	 
	
                3-1.

              	
                Establishment
      of Revolving Credit

              	
                19

              
	
                3-2.

              	
                Reductions
      of Commitment

              	
                20

              
	
                3-3.

              	
                Procedures
      Under Revolving Credit

              	
                20

              
	
                3-4.

              	
                The
      Loan Account

              	
                22

              
	
                3-5.

              	
                The
      Revolving Credit Note

              	
                23

              
	
                3-6.

              	
                Payment
      of Loan Account

              	
                23

              
	
                3-7.

              	
                Interest.

              	
                24

              
	
                3-8.

              	
                Duration
      of Interest Periods

              	
                24

              
	
                3-9.

              	
                Changed
      Circumstances

              	
                25

              
	
                3-10.

              	
                Payments
      and Prepayments

              	
                26

              
	
                3-11.

              	
                Fees.

              	
                26

              
	
                3-12.

              	
                Fees
      For L/C’s.

              	
                27

              
	
                3-13.

              	
                Effect
      of Honor of L/C’s

              	
                27

              
	
                3-14.

              	
                Additional
      Provisions Relating to L/C’s.

              	
                27

              
	
                3-15.

              	
                Indemnification

              	
                30

              
	
                3-16.

              	
                Computation
      of Interest and Fees

              	
                31

              
	
                3-17.

              	
                Automatic
      Payment

              	
                31

              
	
                3-18.

              	
                Additional
      Costs, Etc.

              	
                31

              
	
                3-19.

              	
                Capital
      Adequacy

              	
                32

              
	
                3-20.

              	
                Lenders’
      Commitments.

              	
                32

              
	
                3-21.

              	
                Replacement
      Lenders

              	
                32

              
	 	 
	
                ARTICLE
      4 – THE TERM LOAN

              	
                33

              
	 	 	 
	
                4-1.

              	
                The
      Term Loan

              	
                33

              
	
                4-2.

              	
                Interest
      Payments on the Term Loan.

              	
                33

              
	
                4-3.

              	
                Principal
      Payments on the Term Loan

              	
                34

              
	
                4-4.

              	
                Term
      Loan Advances

              	
                35

              
	
                4-5.

              	
                Administrative
      Agent’s Records

              	
                35

              
	
                4-6.

              	
                Interest
      Rate Protection.

              	
                35

              
	 	 
	
                ARTICLE
      5 - CONDITIONS PRECEDENT.

              	
                35

              
	 	 	 
	
                5-1.

              	
                Due
      Diligence.

              	
                35

              
	
                5-2.

              	
                Opinion

              	
                35

              


      


      
        
          1097265.4

        

        
          (i)

          
            

          

        

        
          
          

        

      



      
        	
                5-3.

              	
                Officers’
      Certificates

              	
                35

              
	
                5-4.

              	
                Pledge
      Agreement

              	
                36

              
	
                5-5.

              	
                Lien
      Search Results

              	
                36

              
	
                5-6.

              	
                Consents
      and Approvals

              	
                36

              
	
                5-7.

              	
                All
      Fees and Expenses Paid

              	
                36

              
	
                5-8.

              	
                Lockbox

              	
                36

              
	
                5-9.

              	
                Additional
      Documents

              	
                36

              
	
                5-10.

              	
                No
      Defaults under Applicable Law or Material Agreements

              	
                36

              
	
                5-11.

              	
                No
      Litigation

              	
                36

              
	
                5-12.

              	
                Representations
      and Warranties

              	
                36

              
	
                5-13.

              	
                No
      Suspension Event

              	
                36

              
	
                5-14.

              	
                No
      Adverse Change

              	
                37

              
	
                5-15.

              	
                Consummation
      of Kadix Acquisition

              	
                37

              
	 	 
	
                ARTICLE
      6 - GENERAL REPRESENTATIONS, WARRANTIES AND
      COVENANTS.

              	
                37

              
	 	 	 
	
                6-1.

              	
                Payment
      and Performance of Liabilities

              	
                37

              
	
                6-2.

              	
                Due
      Organization ‐ Authorization ‐ No Conflicts.

              	
                37

              
	
                6-3.

              	
                Maintain
      Accounts

              	
                38

              
	
                6-4.

              	
                Trade
      Names.

              	
                38

              
	
                6-5.

              	
                Locations

              	
                38

              
	
                6-6.

              	
                Title
      to Assets

              	
                39

              
	
                6-7.

              	
                Indebtedness

              	
                40

              
	
                6-8.

              	
                Insurance
      Policies.

              	
                41

              
	
                6-9.

              	
                Licenses

              	
                41

              
	
                6-10.

              	
                Leases

              	
                41

              
	
                6-11.

              	
                Requirements
      of Law

              	
                42

              
	
                6-12.

              	
                Maintain
      Properties

              	
                42

              
	
                6-13.

              	
                Pay
      Taxes.

              	
                42

              
	
                6-14.

              	
                No
      Margin Stock

              	
                43

              
	
                6-15.

              	
                ERISA

              	
                43

              
	
                6-16.

              	
                Hazardous
      Materials.

              	
                43

              
	
                6-17.

              	
                Litigation

              	
                44

              
	
                6-18.

              	
                Dividends
      and Redemptions

              	
                44

              
	
                6-19.

              	
                Guarantees
      and Investments

              	
                44

              
	
                6-20.

              	
                New
      Leases

              	
                46

              
	
                6-21.

              	
                Mergers
      and Consolidations

              	
                46

              
	
                6-22.

              	
                Sale
      of Assets.

              	
                46

              
	
                6-23.

              	
                Protection
      of Assets

              	
                47

              
	
                6-24.

              	
                Line of Business

              	
                47

              
	
                6-25.

              	
                Affiliate
      Transactions

              	
                47

              
	
                6-26.

              	
                Additional
      Assurances

              	
                48

              
	
                6-27.

              	
                Adequacy
      of Disclosure.

              	
                48

              
	
                6-28.

              	
                Government
      Contracts

              	
                48

              
	
                6-29.

              	
                Capital
      Expenditures

              	
                49

              
	
                6-30

              	Other
      Covenants	49


      



      
        
          1097265.4

        

        
          (ii)

          
            

          

        

        
          
          

        

      


      
        	
                ARTICLE
      7 - AMENDED AND RESTATED LOAN AGREEMENT.

              	
                49

              
	 	 
	
                ARTICLE
      8 - FINANCIAL AND OTHER REPORTING REQUIREMENTS/ FINANCIAL
      COVENANTS.

              	
                49

              
	 	 	 
	
                8-1.

              	
                Maintain
      Records

              	
                49

              
	
                8-2.

              	
                Access
      to Records.

              	
                50

              
	
                8-3.

              	
                Prompt
      Notice to Lender

              	
                50

              
	
                8-4.

              	
                Financial
      Statements, Certificates and Information

              	
                51

              
	
                8-5.

              	
                Additional
      Financial Information

              	
                52

              
	
                8-6.

              	
                Audits
      and Appraisals.

              	
                52

              
	
                8-7.

              	
                Fixed
      Charge Coverage Ratio

              	
                53

              
	
                8-8.

              	
                Consolidated
      Total Net Worth

              	
                53

              
	
                8-9.

              	
                Leverage
      Ratio

              	
                53

              
	
                8-10.

              	
                Net
      Profit

              	
                54

              
	 	 
	
                ARTICLE
      9 - EVENTS OF DEFAULT.

              	
                54

              
	 	 	 
	
                9-1.

              	
                Failure
      to Pay

              	
                54

              
	
                9-2.

              	
                Failure
      to Make Other Payments

              	
                54

              
	
                9-3.

              	
                Failure
      to Perform Certain Liabilities

              	
                54

              
	
                9-4.

              	
                Failure
      to Perform Other Liabilities

              	
                54

              
	
                9-5.

              	
                Misrepresentation

              	
                55

              
	
                9-6.

              	
                Default
      of Other Debt

              	
                55

              
	
                9-7.

              	
                Business
      Failure

              	
                55

              
	
                9-8.

              	
                Judgment

              	
                56

              
	
                9-9.

              	
                Restraint
      of Business

              	
                56

              
	
                9-10.

              	
                Material
      Adverse Change

              	
                56

              
	
                9-11.

              	
                Change
      in Ownership

              	
                56

              
	
                9-12.

              	
                Casualty
      Loss

              	
                56

              
	
                9-13.

              	
                Material
      Agreement

              	
                56

              
	
                9-14.

              	
                Termination
      of Existence

              	
                57

              
	
                9-15.

              	
                Challenge
      to Loan Documents.

              	
                57

              
	
                9-16.

              	
                Indictment
      ‐ Forfeiture

              	
                57

              
	 	 
	
                ARTICLE
      10 - RIGHTS AND REMEDIES UPON DEFAULT

              	
                57

              
	 	 	 
	
                10-1.

              	
                Termination
      of Commitments

              	
                57

              
	
                10-2.

              	
                Rights
      and Remedies.

              	
                58

              
	
                10-3.

              	
                Distribution
      of Funds

              	
                59

              
	 	 
	
                ARTICLE
      11 - NOTICES.

              	
                59

              
	 	 	 
	
                11-1.

              	
                Notice
      Addresses

              	
                59

              
	
                11-2.

              	
                Notice
      Given.

              	
                60

              
	 	 
	
                ARTICLE
      12 - TERM OF AGREEMENT.

              	
                60

              
	 	 	 
	
                12-1.

              	
                Termination
      of Revolving Credit

              	
                60

              
	
                12-2

              	Effect
      of Termination	60


      


      
        
          1097265.4

        

        
          (iii)

          
            

          

        

        
          
          

        

      



      
        	
                ARTICLE
      13 - GENERAL.

              	
                61

              
	 	 	 
	
                13-1.

              	
                Successors
      and Assigns

              	
                61

              
	
                13-2.

              	
                Severability

              	
                61

              
	
                13-3.

              	
                Amendments;
      Course of Dealing.

              	
                61

              
	
                13-4.

              	
                Costs
      and Expenses

              	
                62

              
	
                13-5.

              	
                Copies
      and Facsimiles

              	
                62

              
	
                13-6.

              	
                Massachusetts
      Law

              	
                62

              
	
                13-7.

              	
                Consent
      to Jurisdiction.

              	
                62

              
	
                13-8.

              	
                Indemnification

              	
                63

              
	
                13-9.

              	
                Rules
      of Construction.

              	
                63

              
	
                13-10.

              	
                Intent

              	
                64

              
	
                13-11.

              	
                Setoff

              	
                64

              
	
                13-12.

              	
                Maximum
      Interest Rate

              	
                65

              
	
                13-13.

              	
                Waivers.

              	
                65

              
	
                13-14.

              	
                Payments;
      Application

              	
                66

              
	
                13-15.

              	
                Receipt
      of Agreement

              	
                66

              
	
                13-16.

              	
                Counterparts;
      Integration; Effectiveness

              	
                66

              
	 	 
	
                ARTICLE
      14 - THE AGENT.

              	
                66

              
	 	 	 
	
                14-1.

              	
                Authorization;
      Non-Reliance by Lenders; Reliance by Administrative Agent; Dispute
      Resolution.

              	
                66

              
	
                14-2.

              	
                Employees
      and Agents

              	
                68

              
	
                14-3.

              	
                No
      Liability

              	
                68

              
	
                14-4.

              	
                No
      Representations

              	
                68

              
	
                14-5.

              	
                Funding
      Procedures; Payments.

              	
                69

              
	
                14-6.

              	
                Holders
      of Notes

              	
                71

              
	
                14-7.

              	
                Indemnity

              	
                71

              
	
                14-8.

              	
                Administrative
      Agent as Lender; Limitation on other Agents’ Liability

              	
                71

              
	
                14-9.

              	
                Resignation

              	
                71

              
	
                14-10.

              	
                Notification
      of Suspension Events and Events of Default; Distributions of Notices and
      Documents by Administrative Agent.

              	
                72

              
	
                14-11.

              	
                Duties
      in the Case of Enforcement

              	
                72

              
	
                14-12.

              	
                Delinquent
      Lender

              	
                73

              
	
                14-13.

              	
                Assignment
      and Participation.

              	
                73

              
	
                14-14.

              	
                Pledge
      to Federal Reserve

              	
                76

              
	
                14-15.

              	
                Consent
      or Approval

              	
                76

              
	
                14-16.

              	
                Treatment
      of Confidential Information

              	
                76

              
	
                14-17.

              	
                Consents,
      Amendments, Waivers, etc.

              	
                77

              
	
                14-18.

              	
                U.S.
      Patriot Act

              	
                78

              
	
                14-19.

              	
                Foreign
      Asset Control Regulations

              	
                78

              


      


      
        
          1097265.4

        

        
          (iv)

          
            

          

        

        
          
          

        

      



    
 

    _____________________________________________________________________________

     

    FOURTH AMENDED AND RESTATED
LOAN AGREEMENT

    ______________________________________________________________________________

     

    As of
August 1, 2008

     

    THIS
Fourth AMENDED AND RESTATED LOAN AGREEMENT (hereinafter, the “Agreement”) is made by and
among

     

    Brown
Brothers Harriman & Co. (hereinafter, the “Administrative Agent”), a
general partnership organized under the laws of the State of New York with
offices at 40 Water Street, Boston, Massachusetts 02109

     

    and

     

    TD Bank,
N.A. (hereinafter, the “Documentation Agent”) a
national banking association with offices at 7 New England Executive Park,
Burlington, Massachusetts 01803

     

    and

     

    Bank of
America, N.A. (hereinafter, the “Syndication Agent”), national
banking association with offices at 100 Federal Street, Boston, Massachusetts
02110,

     

    as Agents
on behalf of Brown Brothers Harriman & Co., TD Bank, N.A., Bank of America,
N.A., and the other financial institutions which may hereafter become parties to
this Agreement (each such party a “Lender” and collectively the
“Lenders”),

     

    and

     

    Dynamics
Research Corporation (hereinafter, the “Lead Borrower”), a
Massachusetts corporation, with its principal executive offices at 60 Frontage
Road, Andover, Massachusetts, as agent for itself and each of

     

    DRC
International Corporation (“International”), a
Massachusetts corporation with its principal executive offices at 60 Frontage
Road, Andover, Massachusetts;

     

    H.J. Ford
Associates, Inc. (“H.J.
Ford”), a Delaware corporation with its principal executive offices at 60
Frontage Road, Andover, Massachusetts; and

     

    Kadix
Systems, LLC (“Kadix”),
a Virginia limited liability company with its principal executive offices at 60
Frontage Road, Andover, Massachusetts.

     


    
      
        1097265.4

      

      
        -1-

        
          

        

      

      
        
        

      

    


    (Each of
the Lead Borrower, International, H.J. Ford and Kadix, being sometimes
hereinafter referred to individually as a “Borrower” and collectively as
the “Borrowers”),

     

    in
consideration of the mutual covenants contained herein and benefits to be
derived herefrom.

     

    WITNESSETH:

     

    ARTICLE 1-
DEFINITIONS.

     

    As herein
used, the following terms have the following meanings or are defined in the
section of this Agreement so indicated:

     

    “2008 Reserve” is defined in
Section 8.10.

     

    
      	
               
      

            	
               “Accounts”: include,
      without limitation, “accounts” as defined in the UCC, and also
      all:  accounts, accounts receivable, credit card receivables,
      notes, drafts, acceptances, and other forms of obligations and receivables
      and rights to payment for credit extended and for goods sold or leased, or
      services rendered, whether or not yet earned by performance; all “contract
      rights” as formerly defined in the UCC; all Inventory which gave rise
      thereto, and all rights associated with such Inventory, including the
      right of stoppage in transit; all reclaimed, returned, rejected or
      repossessed Inventory (if any) the sale of which gave rise to any
      Account.

            


    

     

    
      	
               
      

            	
              “Account Debtor”: has the
      meaning given that term in the UCC.

            


    

     

    “Administrative Agent’s Rights and
Remedies”: is defined in Section 10-2.

     

    
      	
               
      

            	
              “Acquisition
      Documentation”: means those documents, instruments and agreements
      which evidence the terms and conditions of the Kadix Acquisition,
      including, without limitation, that certain Membership Interest Purchase
      Agreement dated as of August 1, 2008 by and among Lead Borrower, Kadix and
      Daisy D. Layman, the sole member of
Kadix.

            


    

     

    “Affected
Lender”:  is defined in Section 3-21.

     

    
      	
               
      

            	
              “Affiliate”: as applied
      to any Person, a spouse of such Person, any relative (by blood, adoption
      or marriage) of such Person within the third degree, any managing member,
      director or officer of such Person, any corporation, association, firm or
      other entity of which such Person is a managing member, director or
      officer and any other Person directly or indirectly controlling,
      controlled by or under direct or indirect common Control with such
      Person.

            


    

     

    
      	
               
      

            	
              “Agents”: collectively,
      the Documentation Agent, the Administrative Agent, and the Syndication
      Agent.

            


    

     

    
      	
               
      

            	
              “Annual Fee”: is defined
      in Section 3-11(c).

            


    

     


    
      
        1097265.4

      

      
        -2-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              “Assignment and
      Acceptance”: is defined in Section 14-13(a).

            


    

     

    
      	
               
      

            	
              “Availability”: is
      defined in Section 3-1(b).

            


    

     

    
      	
               
      

            	
              “Bankruptcy Code”: Title
      11, U.S.C., as amended from time to
time.

            


    

     

    
      	
               
      

            	
              “Base Rate”: shall mean,
      from time to time, the higher of (a) the “base rate” announced from time
      to time by the Administrative Agent, or (b) the Federal Funds Effective
      Rate plus one-half (.50%) percent per annum.  Any change in such
      Base Rate shall be effective, for purposes of the calculation of interest
      due hereunder, when made effective generally by the Administrative Agent,
      notice of which the Administrative Agent shall endeavor to promptly
      provide to the Lead Borrower.

            


    

     

    
      	
               
      

            	
              “Base Rate Margin”: see
      Pricing Grid (as defined herein).

            


    

     

    
      	
               
      

            	
              “Base Margin Loan”: any
      Revolving Credit Loan or any portion of the Term Loan bearing interest at
      the Base Rate.

            


    

     

    
      	
               
      

            	
              “Borrowers”: is defined
      in the Preamble.

            


    

     

    
      	
               
      

            	
              “Business Day”: any day
      other than (a) a Saturday or Sunday; (b) a day on which the Administrative
      Agent is not open to the general public to conduct business; or (c) a day
      on which banks in Boston, Massachusetts generally are not open to the
      general public for the purpose of conducting commercial banking
      business.

            


    

     

    
      	
               
      

            	
              “Capital Expenditures”:
      any payment made directly or indirectly by any Borrower or any of their
      respective Subsidiaries for the purpose of acquiring or constructing fixed
      assets, real property or equipment which in accordance with GAAP would be
      added as a debit to the Consolidated fixed asset account of the Lead
      Borrower and its Subsidiaries, including without limitation amounts paid
      or payable under any conditional sale or other title retention agreement
      or under any lease or other periodic payment arrangement which is of such
      a nature that payment obligations of a borrower thereunder would be
      required by GAAP to be capitalized and shown as liabilities on the
      Consolidated balance sheet of the Lead Borrower and its
      Subsidiaries.

            


    

     

    
      	
               
      

            	
              “Capital Lease”: any
      lease which should be capitalized in accordance with
  GAAP.

            


    

     

    
      	
               
      

            	
              “Closing Date”: August 1,
      2008.

            


    

     

    
      	
               
      

            	
              “Commitment”: as to each
      Lender, the amount of the Revolving Credit and the Term Loan set forth on
      EXHIBIT 1.

            


    

     

    
      	
               
      

            	
              “Commitment Percentage”:
      as to each Lender, the percentage of the Revolving Credit and the Term
      Loan set forth on EXHIBIT
      1.

            


    

     

    
      	
               
      

            	
              “Compliance Certificate”:
      see Exhibit 8-4(c).

            


    

     


    
      
        1097265.4

      

      
        -3-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              “Confidential
      Information”: is defined in Section 14-16.

            


    

     

    
      	
               
      

            	
              “Consolidated”: with
      reference to any term herein, shall mean that term as applied to the
      accounts of the Lead Borrower and its Subsidiaries, consolidated in
      accordance with GAAP.

            


    

     

    
      	
               
      

            	
              “Consolidated Total Funded
      Indebtedness”: means, as of the date of calculation, the total
      outstanding Indebtedness under the Revolving Credit Loan and the Term
      Loan.

            


    

     

    
      	
               
      

            	
              “Consolidated Total Net
      Worth”: shall mean the difference between Total Assets of the
      Lead Borrower and its Subsidiaries and Total Liabilities of the Lead
      Borrower and its Subsidiaries (in each instance, exclusive of pension
      asset gains or losses), plus all
      Subordinated Debt, less the sum
      of:

            


    

     

    (a)           the
value of minority equity interests of the Lead Borrower and itsSubsidiaries in
unconsolidated, affiliated entities; and

     

    (b)           the
aggregate amount of all loans made by the Lead Borrower andits Subsidiaries to
any officer, employee or shareholder thereof.

     

    
      	
               
      

            	
              “Control”: Person(s)
      shall be deemed to Control another Person if such Person(s) directly or
      indirectly possess the power to direct or cause the direction of the
      management and policies of such other Person, whether through ownership of
      voting securities, by contract, or
otherwise.

            


    

     

    
      	
               
      

            	
              “Convert, Conversion and
      Converted”: the conversion of
      a Loan from one type to Loans of another
type.

            


    

     

    
      	
               
      

            	
              “Costs of Collection”:
      includes, without limitation, all reasonable attorneys’ fees and
      reasonable out-of-pocket expenses incurred by the Administrative Agent’s
      attorneys, and all reasonable out-of-pocket costs incurred by the
      Administrative Agent in the administration of the Liabilities and/or the
      Loan Documents, including, without limitation, reasonable out-of-pocket
      costs and expenses associated with travel on behalf of the Administrative
      Agent, which costs and expenses are directly or indirectly related to or
      in respect of the Administrative Agent’s negotiation, documentation, and
      amendment of any Loan Document; or efforts to preserve, protect, collect,
      or enforce the Liabilities, and/or the Administrative Agent’ Rights and
      Remedies against or in respect of any guarantor or other person liable in
      respect of the Liabilities (whether or not suit is instituted in
      connection with such efforts).  The Costs of Collection are
      Liabilities and, at the Lenders’ option after five (5) days’ written
      notice to the Lead Borrower, may bear interest at the rate which the
      Lenders may charge the Borrowers hereunder as if such had been lent,
      advanced, and credited by the Lenders to, or for the benefit of, the
      Borrowers.

            


    

     

    
      	
               
      

            	
              “Delinquent Lender”: is
      defined in Section 14-12.

            


    

     


    
      
        1097265.4

      

      
        -4-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              “Documents of Title”: has
      the meaning given that term in the
UCC.

            


    

     

    
      	
               
      

            	
              “EBITDA”: for any period,
      the Consolidated Net Income of the Lead Borrower and its Subsidiaries for
      such period adjusted by adding back thereto amounts deducted in computing
      such Consolidated Net Income in respect of each of (a) Consolidated
      Interest Expense, (b) provision for taxes in respect of income and profits
      of the Lead Borrower and its Subsidiaries, (c) depreciation and
      amortization of the Lead Borrower and its Subsidiaries, and (d) other
      non-cash expenses incurred pursuant to employee equity compensation plans
      approved by Borrower’s board of directors, each as determined in
      accordance with GAAP; provided, however, the
      calculation of Consolidated Net Income for the periods ending September
      30, 2008 and December 31, 2008 shall not include the 2008
      Reserve.

            


    

     

    
      	
               
      

            	
              “Eligible Assignee”: any
      of (a) a commercial bank, life insurance company or other entity organized
      under the laws of the United States, or any State thereof or the District
      of Columbia, and having total assets in excess of $1,000,000,000; or (b) a
      savings and loan association, savings bank or other entity organized under
      the laws of the United States, or any State thereof or the District of
      Columbia, and having a net worth of at least $100,000,000, calculated in
      accordance with generally accepted accounting
  principles.

            


    

     

    
      	
               
      

            	
              “Employee Benefit Plan”:
      as defined in ERISA.

            


    

     

    
      	
               
      

            	
              “Encumbrance”: each of
      the following:

            


    

     

    (a)           any
security interest, mortgage, pledge, hypothecation, lien, attachment, or charge
of any kind (including any agreement to give any of the foregoing); the interest
of a lessor under a Capital Lease; conditional sale or other title retention
agreement; sale of accounts receivable or chattel paper; or other arrangement
pursuant to which any Person is entitled to any preference or priority with
respect to the property or assets of another Person or the income or profits of
such other Person or which constitutes an interest in property to secure an
obligation; each of the foregoing whether consensual or non-consensual and
whether arising by way of agreement, operation of law, legal process or
otherwise; and

     

    (b)           the
filing of any financing statement under the UCC or comparable law of any
jurisdiction.

     

    
      	
               
      

            	
              “Environmental Laws”:
      each of the following: (a) any federal, state, local or municipal law,
      rule, order, regulation, statute, ordinance, code, decree or requirement
      which regulates environmental protection matters, including, without
      limitation, Hazardous Materials, as is now or hereafter in effect; and (b)
      the common law relating to damage to Persons or property from Hazardous
      Materials.

            


    

     


    
      
        1097265.4

      

      
        -5-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              “Equity Issuance”: shall mean the
      sale or issuance by any Borrower of any shares of its stock, options or
      warrants for the purchase of any of its stock, or other equity or equity
      instruments.

            


    

     

    
      	
               
      

            	
               “ERISA”: the Employee
      Retirement Income Security Act of 1974, as
  amended.

            


    

     

    
      	
               
      

            	
              “ERISA Affiliate”: any
      Person which is under common control with any Borrower within the meaning
      of Section 4001 of ERISA or is part of a group which includes any Borrower
      and which would be treated as a single employer under Section 414 of the
      Internal Revenue Code of 1986, as
amended.

            


    

     

    
      	
               
      

            	
              “Events
      of Default”: is defined in Article
      9.

            


    

     

    
      	
               
      

            	
              “Existing L/Cs”: those
      L/Cs for the account of the Borrowers issued pursuant to the terms and
      conditions of the Existing Loan Agreement, and set forth on Exhibit BB
      hereto.

            


    

     

    
      	
               
      

            	
              “Existing
      Loan Agreement”: is defined in Article 7.

            


    

     

    
      	
               
      

            	
              “Facility
      Fee”: is defined in Section 3-11(a).

            


    

     

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              “Future
      Commitment”: is defined in Section 14-12.

            


    

     

    
      	
               
      

            	
              “GAAP”: principles which
      are consistent with those promulgated or adopted by the Financial
      Accounting Standards Board and its predecessors (or successors) in effect
      and applicable to that accounting period in respect of which reference to
      GAAP is being made.

            


    

     

    
      	
               
      

            	
              “Goods”: has the meaning
      given that term in the UCC.

            


    

     

    
      	
               
      

            	
              “Government Contract”:
      any contract, agreement or purchase order as to which any Borrower and the
      United States government or any agency or instrumentality thereof are
      parties or as to which any Borrower and any State or Commonwealth of the
      United States or any agency, instrumentality or political subdivision
      thereof are parties.

            


    

     


    
      
        1097265.4

      

      
        -6-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              “Hazardous Materials:”
      any (a) hazardous materials, including, without limitation, mold,
      hazardous waste, hazardous or toxic substances, petroleum products, which
      (as to any of the foregoing) are defined or regulated as a hazardous
      material in or under any Environmental Law described in clause (a) of the
      definition thereof, and (b) oil in any physical
  state.

            


    

     

    
      	
               
      

            	
              “Indebtedness”: all
      indebtedness and obligations of or assumed by any Person on account of or
      in respect to any of the following: (i) in respect of money borrowed
      (including any indebtedness which is non-recourse to the credit of such
      Person but which is secured by an Encumbrance on any asset of such Person)
      whether or not evidenced by a promissory note, bond, debenture or other
      written obligation to pay money; (ii) for the payment, deferred for more
      than thirty (30) days, of the purchase price of goods or services (other
      than current trade liabilities of such Person incurred in the ordinary
      course of business and payable in accordance with customary practices);
      (iii) in connection with any letter of credit or acceptance transaction
      (including, without limitation, the face amount of all letters of credit
      and acceptances issued for the account of such Person or reimbursement on
      account of which such Person would be obligated); (iv) in connection with
      the sale or discount of accounts receivable or chattel paper of any
      Borrower; (v) on account of deposits or advances; (vi) with respect to any
      interest rate protection agreements arising under Section 4-6 of this
      Agreement; and (vii) as lessee under Capital
      Leases.  “Indebtedness” of any Person shall also include: (x)
      Indebtedness of any third party secured by an Encumbrance on any asset of
      such Person, whether or not such Indebtedness is assumed by such Person;
      (y) any guaranty, endorsement, suretyship or other undertaking pursuant to
      which such Person may be liable on account of any obligation of any third
      party; and (z) the Indebtedness of a partnership or joint venture in which
      such Person is a general partner or joint
  venturer.

            


    

     

    
      	
               
      

            	
              “Indemnified Party”: is
      defined in Section 3-15.

            


    

     

    
      	
               
      

            	
              “Indemnified Person”: is
      defined in Section 13-8.

            


    

     

    
      	
               
      

            	
              “Installment Amount”: is
      defined in Section 3-15(a).

            


    

     

    
      	
               
      

            	
              “Interest Expense”: for
      any period, with respect to any Person, the aggregate amount (determined
      in accordance with GAAP) of interest paid or payable during such period by
      such Person in respect of all Indebtedness for borrowed money, L/C’s,
      Capital Leases and the deferred purchase price of
  property.

            


    

     

    
      	
               
      

            	
              “Interest
      Period”:

            


    

     

    (a)           With
respect to each LIBOR Loan, subject to subsection (c), below, the period
commencing on the date of the making or continuation of or conver­sion to
such LIBOR Loan and ending one, two, three or six months

     


    
      
        1097265.4

      

      
        -7-

        
          

        

      

      
        
        

      

    


    thereafter,
as the Lead Borrower may elect in the applicable Notice of Borrowing or
Conversion.

     

    (b)           With
respect to each Base Margin Loan, the period com­mencing on the date of the
making or continuation of or conver­sion to such Base Margin Loan and ending
on that date (1) as of which the subject Base Margin Loan is converted to a
LIBOR Loan, as the Lead Bor­rower may elect in the applicable Notice of
Borrowing or Conver­sion, or (2) on which the subject Base Margin Loan is
paid by the Borrowers.

     

    (c)           Provided
that the setting of Interest Periods is in all instances subject to the
following:

     

    (i)           if
any Interest Period with respect to a LIBOR Loan would otherwise end on a day
that is not a LIBOR Business Day, that Interest Period shall be extended to the
next succeeding LIBOR Business Day unless the result of such extension would be
to carry such Interest Period into another calendar month, in which event such
Interest Period shall end on the immediately preceding LIBOR Business
Day;

     

    (ii)           if
any Interest Period with respect to a Base Margin Loan would end on a day that
is not a Business Day, that Interest Period shall end on the next succeeding
Business Day;

     

    (iii)           if
the Lead Borrower shall fail to give notice as provided in Section 3-8, herein,
the Lead Borrower shall be deemed to have requested a conversion of the affected
LIBOR Loan to a Base Margin Loan on the last day of the then current Interest
Period with respect thereto;

     

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

     

    (v)           any
Interest Period relating to any LIBOR Loan that would otherwise extend beyond
the Maturity Date of the Revolving Credit Loans shall end on such Maturity Date;
and

     

    (vi)           there
shall be no more than six (6) Interest Periods outstanding at any one time for
LIBOR Loans.

     

    
      	
               
      

            	
              “Interest Payment Date”:
      with reference to:

            


    

     

    (a)           any
LIBOR Loan, (i) on the last day of each Interest Period, provided that interest on
LIBOR Loans having an Interest Period of six months

     


    
      
        1097265.4

      

      
        -8-

        
          

        

      

      
        
        

      

    


    shall be
payable on the last day of the third month of such Interest Period and on the
last day of the Interest Period; and

     

    (b)           any
Base Margin Loan (x) which is a Revolving Credit Loan, on the last day of each
calendar quarter and on the Termination Date (y) which is a portion of the Term
Loan, on the last day of each calendar quarter and on the Termination
Date.

     

    
      	
               
      

            	
              “Inventory”: includes,
      without limitation, “inventory” as defined in the UCC and also all:
      packaging, advertising, and shipping materials related to any of the
      foregoing, and all names or marks affixed or to be affixed thereto for
      identifying or selling the same; Goods held for sale or lease or furnished
      or to be furnished under a contract or contracts of sale or service by any
      Borrower, or used or consumed or to be used or consumed in any Borrower’s
      business; Goods of said description in transit: returned, repossessed and
      rejected Goods of said description; and all documents (whether or not
      negotiable) which represent any of the
  foregoing.

            


    

     

    
      	
               
      

            	
              “Investments”: all
      expenditures made and all liabilities incurred (contingently or
      otherwise), without duplication, for the acquisition of stock or
      Indebtedness of, or for loans, advances, capital contributions or
      transfers of property to, or in respect of any guaranties (or other
      commitments as described under Indebtedness), or obligations of, any
      Person.  In determining the aggregate amount of Investments
      outstanding at any particular time: (a) the amount of any Investment
      represented by a guaranty shall be taken at not less than the principal
      amount of the obligations guaranteed and still outstanding; (b) there
      shall be included as an Investment all interest accrued with respect to
      Indebtedness constituting an Investment unless and until such interest is
      paid; (c) there shall be deducted in respect of each such Investment any
      amount received as a return of capital (but only by repurchase,
      redemption, retirement, repayment, liquidating dividend or liquidating
      distribution); (d) there shall not be deducted in respect of any
      Investment any amounts received as earnings on such Investment, whether as
      dividends, interest or otherwise, except that accrued interest included as
      provided in the foregoing clause (b) may be deducted when paid; and (e)
      there shall not be deducted from the aggregate amount of Investments any
      decrease in the value thereof.

            


    

     

    
      	
               
      

            	
              “Kadix Acquisition”:
      means the acquisition by the Lead Borrower of one hundred percent (100%)
      of the equity interests in Kadix in accordance with the terms and
      conditions of the Acquisition
Documentation.

            


    

     

    
      	
               
      

            	
              “L/C”: any letter of
      credit, the issuance of which is procured by any Lender for the account of
      any Borrower and any acceptance made on account of such letter of
      credit.

            


    

     

    
      	
               
      

            	
              “Lease”: any lease or
      other agreement, no matter how styled or structured, pursuant to which any
      Borrower is entitled to the use or occupancy of any
  space.

            


    

     


    
      
        1097265.4

      

      
        -9-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              “Lender” or “Lenders”: are
      defined in Preamble.

            


    

     

    
      	
               
      

            	
              “Leverage Ratio”: is described in
      Section 8-9.

            


    

     

    
      	
               
      

            	
              “Liabilities” includes,
      without limitation, all and each of the following, whether now existing or
      hereafter arising:

            


    

     

    (a)           Any
and all direct and indirect liabilities, debts, and obligations of any Borrower
to the Administrative Agent or any Lender, each of every kind, nature, and
description arising under this Agreement or any of the other Loan
Documents.

     

    (b)           Each
obligation to repay any loan, advance, indebtedness, note, obligation,
overdraft, or amount now or hereafter owing by any Borrower to any Lender
(including all future advances whether or not made pursuant to a commitment by
any Lender), whether or not any of such are liquidated, unliquidated, primary,
secondary, secured, unsecured, direct, indirect, absolute, contingent, or of any
other type, nature, or description, or by reason of any cause of action which
the Lender may hold against any Borrower arising under this Agreement or any of
the Loan Documents.

     

    (c)           All
interest, fees, and charges and other amounts which may be charged by the
Administrative Agent or the Lenders to any Borrower and/or which may be due from
any Borrower to any Lender from time to time arising under this Agreement or any
of the Loan Documents (including, without limitation, all fees and charges for
L/C’s, interest rate protection agreements, foreign currency exchange agreements
and any other fees or charges for cash management services provided by any
Lender to any Borrower).

     

    (d)           All
costs and expenses incurred or paid by the Administrative Agent or the Lenders
arising under this Agreement or any of the other Loan Documents (including,
without limitation, Costs of Collection, reasonable attorneys’ fees, and all
court and litigation costs and expenses).

     

    (e)           Any
and all covenants of any Borrower to or with the Administrative Agent or any
Lender and any and all obligations of any Borrower to act or to refrain from
acting, in each case, in accordance with this Agreement or any of the other Loan
Documents.

     

    
      	
               
      

            	
              “LIBOR Business Day”: any
      day on which commercial banks are open for international business
      (including dealings in dollar deposits) in London for such other LIBOR
      interbank market as may be selected by the Administrative Agent in its
      sole discretion acting in good
faith.

            


    

     

    
      	
               
      

            	
              “LIBOR Loan”: any
      Revolving Credit Loan or any portion of the Term Loan bearing interest at
      the LIBOR Rate.

            


    

     


    
      
        1097265.4

      

      
        -10-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              “LIBOR Margin”: see
      Pricing Grid defined below.

            


    

     

    
      	
               
      

            	
              “LIBOR Rate”: that per
      annum rate which is the aggregate of the LIBOR Offer Rate, plus the LIBOR
      Margin.

            


    

     

    
      	
               
      

            	
              “LIBOR Offer Rate”: that
      rate of interest (rounded upwards, if neces­sary, to the next 1/100 of
      1%) determined by the Administrative Agent to be (i) the prevailing rate
      per annum at which deposits on U.S. Dollars are offered to the Lender by
      first-class banks in the London interbank market in which the Lender
      regularly participates at or about 10:00 A.M. (Boston time) three (3)
      LIBOR Business Days before the first day of the Inter­est Period, for
      a deposit approximately in the amount of the subject LIBOR Loan for a
      period of time approximately equal to such Interest Period, divided by
      (ii) one minus the Reserve
Percentage.

            


    

     

    
      	
               
      

            	
              “Line (Unused) Fee”: is
      defined in Section 3-11(b).

            


    

     

    
      	
               
      

            	
              “Line Fee Percentage”:
      see Pricing Grid defined below.

            


    

     

    
      	
               
      

            	
              “Loan”: any Revolving
      Credit Loan or Term Loan.

            


    

     

    
      	
               
      

            	
              “Loan Account”: is
      defined in Section 3-4.

            


    

     

    
      	
               
      

            	
              “Loan Documents”: this
      Agreement, the Notes, the Pledge Agreement and each other instrument and
      document executed and/or delivered as contemplated by ARTICLE
      4, below, and each other instrument or document from time to
      time executed and/or delivered in connection with the arrangements
      contemplated hereby, including, without limitation, any transaction which
      arises out of any cash management, depository, investment, letter of
      credit, interest rate protection, or equipment leasing services provided
      by any Lender or any Affiliate of any Lender, as each may be amended from
      time to time.

            


    

     

    
      	
               
      

            	
              “Material Adverse
      Change”: any event, matter or condition which has or could
      reasonably be expected to have a material adverse effect on (a) the
      business, condition (financial or otherwise), assets (including intangible
      assets), properties, income or prospects of the Borrowers (taken as a
      whole) and/or (b) the Borrowers’ ability to pay and perform all of the
      Liabilities owing by them to the Administrative Agent and the Lenders in
      accordance with the terms thereof.

            


    

     

    
      	
               
      

            	
              “Maturity Date”: the
      fifth anniversary of the Closing
Date.

            


    

     

    
      	
               
      

            	
              “Moody’s”: Moody’s
      Investor Services, Inc.

            


    

     

    
      	
               
      

            	
              “Net Income”: income (or
      loss), excluding extraordinary items of income (or loss), of a Person for
      the period in question (taken as a cumulative whole), after deducting
      therefrom all operating expenses, reserves and other proper deductions
      (including any minority interest expense), all determined in accordance
      with GAAP.  For purposes hereof, the Consolidated Net Income of
      the Lead Borrower and its

            


    

     


    
      
        1097265.4

      

      
        -11-

        
          

        

      

      
        
        

      

    


    Subsidiaries
shall include the Net Income of any other Persons acquired prior to the date
that it either becomes a Subsidiary of such Borrower, is merged into or
consolidated with such Borrower, or such other Person’s assets are assigned,
directly or indirectly, to such Borrower, provided that, in the case of each of
the foregoing, (i) the Net Income of such other Person shall only be so included
to the extent that such Net Income is attributable to such other Person or to
such assets as are acquired from such other Person for the relevant period, all
to the satisfaction of the Administrative Agent, and (ii) any discrepancies in
accounting treatment between such Borrower and such other Person are conformed
so as to make the foregoing determination, to the satisfaction of the
Administrative Agent.

     

    
      	
               
      

            	
              “Net Proceeds”: the gross
      sales price generated by the sale of any asset or property outside the
      ordinary course of business or any Equity Issuance, less reasonable
      fees and expenses (including commissions) customarily incurred in similar
      arms-length sales and transfer taxes directly attributable to such sale or
      Equity Issuance less income
      taxes payable from such proceeds within sixteen months after such
      sale.

            


    

     

    
      	
               
      

            	
              “Note(s)”: the Revolving
      Credit Notes and the Term Notes.

            


    

     

    
      	
               
      

            	
              “Permitted Acquisition”:
      an acquisition by any of the Borrowers of a controlling interest in, or
      substantially all of the assets of, any Person, provided that the Lead
      Borrower certifies to the Lenders that (i) at the time of the contemplated
      acquisition or immediately thereafter, there is no then existing Event of
      Default; (ii) the Borrowers are in compliance with all financial
      covenants, calculated exclusive and inclusive of the contemplated
      acquisition, on a pro forma basis; (iii) the acquisition is within the
      Borrowers’ current business plan and accretive to earnings within the
      following twelve (12) months; and (iv) such acquisition shall not require
      total consideration from the Borrowers in excess of (a) $10,000,000 for
      any single acquisition, or (b) $15,000,000 in the aggregate in any
      calendar year.

            


    

     

    
      	
               
      

            	
              “Permitted Liens”: is
      defined in Section 6-6.

            


    

     

    
      	
               
      

            	
              “Person”: any natural
      person, and any corporation, trust, partnership, limited liability
      company, joint venture, or other enterprise or
  entity.

            


    

     

    
      	
               
      

            	
              “Pledge Agreement” that
      certain pledge agreement by and between the Lead Borrower and the
      Administrative Agent, dated of even date herewith, pursuant to which the
      Lead Borrower has pledged one hundred percent of the equity interests held
      by it in each of the other Borrowers to the Administrative Agent for the
      ratable benefit of the Lenders.

            


    

     

    
      	
               
      

            	
              “Pricing
      Grid”:

            


    

     

     

    
      
        1097265.4

      

      
        -12-

        
          

        

      

      
        
        

      

    

    
 

    
      	 
      	
              Level
      I

            	
              Level
      II

            	
              Level
      III

            
	
              Basis
      for Pricing:

            	 
      	 
      	 
      
	
              Leverage
      Ratio

            	
              <
      1.50

            	
              1.50
      - 2.00

            	
              >
      2.00

            
	
              Base
      Rate Margin

            	
              0%

            	
              0%

            	
              0.25%

            
	
              LIBOR
      Margin

            	
              1.50%

            	
              2.00%

            	
              2.50%

            
	
              Line
      Fee Percentage

            	
              0.25%

            	
              0.375%

            	
              0.50%

            


    

    


    Effective
as of the Closing Date, pricing shall be set at Level II.  Changes in
pricing shall be effective five (5) Business Days after delivery by the Lead
Borrower to the Administrative Agent of its quarterly Compliance Certificate
together with supporting financial information satisfactory to the
Administrative Agent; provided, however, in no event
shall changes in pricing be made, even if the conditions for another level are
satisfied, until the Administrative Agent receives the quarterly Compliance
Certificate, together with supporting financial information, satisfactory to the
Administrative Agent, that reflects that the conditions for another level have
been satisfied.

     

    
      	
               
      

            	
              “Reemployment Period”: is
      defined in Section 3-15(a).

            


    

     

    
      	
               
      

            	
              “Related Entity”: refers
      to (a) any Affiliate (other than directors and officers); and (b) any
      corporation, limited liability company trust, partnership, joint venture,
      or other enterprise which: is a parent, brother/sister, subsidiary, or
      affiliate, of any Borrower; could have such enterprise’s tax returns or
      financial statements consolidated with any Borrower; could be a member of
      the same controlled group of corporations (within the meaning of Section
      1563(a)(1), (2) and (3) of the Internal Revenue Code of 1986, as amended
      from time to time) of which any Borrower is a member; Controls or is
      Controlled by the Borrower or any Affiliate of the
    Borrower.

            


    

     

    
      	
               
      

            	
              “Renewal/Conversion
      Notice”: is defined in Section 3-8.

            


    

     

    
      	
               
      

            	
              “Required Lenders”: Any
      two or more Lenders holding in the aggregate at least sixty-six and
      two-thirds percent (66 2/3%) of the amounts outstanding on the Loans, or,
      if no amounts are outstanding, of the Commitment Percentages of the Total
      Commitment.

            


    

     

    
      	
               
      

            	
              “Requirement of Law”: as
      to any Person: (a)(i) all statutes, rules, regulations, orders, or other
      requirements having the force of law and (ii) all court orders and
      injunctions, arbitrator’s decisions, and/or similar rulings, in each
      instance ((i) and (ii)) of or by any federal, state, municipal, and other
      governmental authority, or court, tribunal, panel, or other body which has
      or claims jurisdiction over such

            


    

     


    
      
        1097265.4

      

      
        -13-

        
          

        

      

      
        
        

      

    


    Person,
or any property of such Person, or of any other Person for whose conduct such
Person would be responsible; (b) that Person’s charter, certificate of
incorporation or formation, articles of organization, and/or other
organizational documents, as applicable; and (c) that Person’s by-laws,
operating agreement and/or other instruments which deal with corporate or
similar governance, as applicable.

     

    
      	
               
      

            	
              “Reserve Percentage”: the
      decimal equivalent of the highest rate applicable to any Lender under
      regulations issued from time to time by the Board of Governors of the
      Federal Reserve System for determining the maximum reserve requirement of
      each Lender with respect to “Eurocurrency liabilities” as defined in such
      regula­tions. The Reserve Percentage applicable to a particular LIBOR
      Loan shall be based upon that in effect during the subject Interest
      Period, with changes in the Reserve Percentage which take effect during
      such Interest Period to take effect (and to consequently change any
      interest rate determined with reference to the Reserve Percentage) if and
      when such change is applicable to such
loans.

            


    

     

    
      	
               
      

            	
              “Responsible Officer”: as
      to any Person, the president or chief executive officer of such Person or,
      with respect to financial matters, the chief financial officer or
      treasurer of such Person or, in either case, such other executive officers
      as may be designated from time to time by such Person in writing to the
      Administrative Agent.

            


    

     

    
      	
               
      

            	
              “Revolving Loan Ceiling”:
      shall mean Twenty Five Million Dollars
  ($25,000,000.00).

            


    

     

    
      	
               
      

            	
              “Revolving Credit”: is
      defined in Section 3-1.

            


    

     

    
      	
               
      

            	
              “Revolving Credit Loan”:
      means any loan or advance made pursuant to the Revolving
      Credit.

            


    

     

    
      	
               
      

            	
              “Revolving Credit Note”:
      is defined in Section 3-5.

            


    

     

    
      	
               
      

            	
              “S & P”: Standard
      & Poor’s Ratings Group, a division of the McGraw Hill Companies,
      Inc.

            


    

     

    
      	
               
      

            	
              “Stated Amount”: the
      maximum amount for which an L/C may be
honored.

            


    

     

    
      	
               
      

            	
              “Subordinated Debt”: (a)
      The existing Indebtedness of the Borrowers which is designated as
      “Subordinated Debt” in Exhibit 6-7
      attached hereto, and (b) any other Indebtedness of a Borrower which
      matures in its entirety and by its terms (or by the terms of the
      instrument under which it is outstanding and to which appropriate
      reference is made in the instrument evidencing such Subordinated Debt) is
      made subordinate and junior in right of payment to the Liabilities by
      provisions reasonably satisfactory in form and substance to the Lenders,
      the Administrative Agent, and the Administrative Agent’s
      counsel.

            


    

     


    
      
        1097265.4

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    “Subsidiary”: any
partnership, corporation, limited liability company, association, trust, or
other business entity of which the Lead Borrower shall at any time own directly
or indirectly through a Subsidiary or Subsidiaries at least a majority (by
number of votes) of the outstanding Voting Interests.

     

    “Suspension Event”: any
occurrence, circumstance, or state of facts which (a) is an Event of Default; or
(b) would become an Event of Default if any requisite notice were given and/or
any requisite period of time were to run and such occurrence, circumstance, or
state of facts were not absolutely cured within any applicable grace
period.

     

     

    
      	
               
      

            	
              “Term Loan”: is defined
      in Section 9-7.

            


    

     

    
      	
               
      

            	
              “Term Note”: is defined
      in Section 9-7.

            


    

     

    
      	
               
      

            	
              “Termination Date”: the
      earliest of (a) the Maturity Date, or (b) the occurrence of an Event of
      Default under Section 9-7 hereof, or (c) the date set
      by the Administrative Agent by notice to the Lead Borrower, which notice
      sets the Termination Date on account of the occurrence of an Event of
      Default other than as described in Section 9-7.

            


    

     

    
      	
               
      

            	
              “Total Assets”: all
      assets of any Borrower determined in accordance with
  GAAP.

            


    

     

    
      	
               
      

            	
              “Total Commitment”: shall
      mean the aggregate Commitments of the Lenders as set forth on Exhibit 1
      annexed hereto.

            


    

     

    
      	
               
      

            	
              “Total Debt Service”:
      shall mean the sum of (i) required principal payments made on all interest
      bearing Indebtedness of the Lead Borrower and its Subsidiaries, plus (ii)
      Capital Lease payments of the Lead Borrower and its Subsidiaries, plus (iii) to
      the extent not included in the foregoing clauses (i) and (ii),
      Consolidated Interest Expense of the Lead Borrower and its Subsidiaries,
      all as determined in accordance with
GAAP.

            


    

     

    
      	
               
      

            	
              “Total Liabilities”: all
      liabilities and obligations ­of any Borrower determined in
      accor­dance with GAAP.

            


    

     

    
      	
               
      

            	
              “UCC”: the Uniform
      Commercial Code as presently in effect in Massachusetts (Mass. Gen. Laws,
      Ch. 106).

            


    

     

    
      "Voting Interests": stock or similar interests,
of any class or classes (however designated), the holders of which are at the
time entitled, as such holders, to vote for the election of a majority of the
directors (or persons performing similar functions) of the partnership,
corporation, association, trust or other business entity involved, whether or
not the right so to vote exists by reason of the happening of a
contingency.

    

     

     

     


    
      
        1097265.4

      

      
        -15-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              ARTICLE
      2- AGENTED BORROWINGS

            


    

     

    2-1.           Designation of Agent
Borrower.  Each
Borrower hereby designates the Lead Borrower as the agent of that Borrower to
discharge the duties and responsibilities of the Lead Borrower as provided
herein.

     

    2-2.           Operation of Loan
Arrangement.

     

    (a)           Except
as otherwise provided in this Article, Revolving Credit Loans and requests for
the issuance of L/Cs shall be requested solely by the Lead Borrower as agent for
each Borrower.

     

    (b)           Any
Revolving Credit Loan which may be made by the Lenders and which is directed to
the Lead Borrower is received by the Lead Borrower in trust for that or those of
the Borrowers who are intended to receive such advance.  The Lead
Borrower shall distribute the proceeds of any such advances solely to the
Borrowers.  Each Borrower shall be directly indebted to the Lenders
for each Revolving Credit Loan distributed to that Borrower by the Lead
Borrower, together with all accrued interest thereon, as if that amount had been
advanced directly by the Lenders to that Borrower (whether or not the subject
advance was based upon the accounts of the Borrower which actually received such
distribution), in addition to which each Borrower shall be obligated to the
Lenders in that amount on account of that Borrower’s having guarantied the
Liabilities.

     

    (c)           The
Administrative Agent and the Lenders shall have no responsibility to inquire as
to the distribution of the Revolving Credit Loans made through the Lead Borrower
as described herein.

     

    2-3.           Loans Directly to
Borrower.

     

    (a)           If,
for any reason, and at any time during the term of this Agreement, any Borrower,
including the Lead Borrower as agent for the Borrowers, shall be unable to, or
prohibited from carrying out the terms and conditions of this Agreement (as
determined by the Administrative Agent in the Administrative Agent’s sole and
absolute discretion), then the Lenders may make Revolving Credit Loans directly
to, and issue L/Cs directly for the account of, such of the Borrowers as the
Administrative Agent determines to be appropriate, which Revolving Credit Loans
or issuances of L/Cs may be made without regard to the procedures otherwise
included in this Article 2.

     

    (b)           Each
of the Borrowers shall remain liable to the Lenders for the joint and several
payment and performance of all Liabilities notwithstanding any determination by
the Administrative Agent to cease making Revolving Credit Loans or issuing L/Cs
to or for the benefit of any Borrower.

     

    2-4.           Continuation of Authority of
Lead Borrower.  The
authority of the Lead Borrower to request Revolving Credit Loans on behalf of,
and to bind, the Borrowers, shall continue unless and until the Administrative
Agent acts as provided in Section 2-3, above, or the Administrative Agent
actually receives

     


    
      
        1097265.4

      

      
        -16-

        
          

        

      

      
        
        

      

    


    (a)           written
notice of: (i) the termination of such authority, and (ii) the subsequent
appointment of a successor Lead Borrower, which notice is signed by the
respective Responsible Officer of each Borrower then eligible for borrowing
under this Agreement; and

     

    (b)           written
notice from such successive Lead Borrower (i) accepting such appointment; (ii)
acknowledging that such removal and appointment has been effected by the
respective Responsible Officer of such Borrowers eligible for borrowing under
this Agreement; and (iii) acknowledging that, from and after the date of such
appointment, the newly appointed Lead Borrower shall be bound by the terms
hereof, and that as used herein, the term “Lead Borrower” shall mean and include
the newly appointed Lead Borrower.

     

    2-5.           Concerning Joint and Several
Liability of the Borrowers.

     

    (a)           Each
of the Borrowers is accepting joint and several liability hereunder and under
the other Loan Documents in consideration of the financial accommodations to be
provided by the Lenders and the Administrative Agent under this Agreement, for
the mutual benefit, directly and indirectly, of each of the Borrowers and in
consideration of the undertakings of each other Borrower to accept joint and
several liability for the Liabilities.

     

    (b)           Each
of the Borrowers, jointly and severally, hereby irrevocably and unconditionally
accepts, not merely as a surety but also as a co-debtor, joint and several
liability with the other Borrowers, with respect to the payment and performance
of all of the Liabilities (including, without limitation, any Liabilities
arising under this Section 2-5), it being the intention of the
parties hereto that all of the Liabilities shall be joint and several
obligations of each of the Borrowers, without preferences or distinction among
them.

     

    (c)           If
and to the extent that any of the Borrowers shall fail to make any payment with
respect to any of the Liabilities as and when due or to perform any of the
Liabilities in accordance with the terms thereof, then in each such event the
other Borrowers will make such payment with respect to, or perform, such
Liability.

     

    (d)           The
Liabilities of each of the Borrowers under the provisions of this Section 2-5
constitute the full recourse Liabilities of each of the Borrowers enforceable
against each such Borrower to the full extent of its properties and assets,
irrespective of the validity, regularity or enforceability of this Agreement or
any other circumstance whatsoever.

     

    (e)           Except
as otherwise expressly provided in this Agreement, each of the Borrowers hereby
waives notice of acceptance of its joint and several liability, notice of any
Loans made or L/Cs issued under this Agreement, notice of the occurrence of any
Event of Default, or of any demand for any payment under this Agreement, notice
of any action at any time taken or omitted by any Lender or the Administrative
Agent under or in respect of any of the Liabilities, any requirement of
diligence or to mitigate damages and, generally, to the extent permitted by
applicable law, all demands, notices and other formalities of every kind in
connection with this  Agreement.  Each of the Borrowers
hereby assents to, and waives notice of, any extension or postponement of the
time for the payment of any of the Liabilities, the acceptance of any payment of
any of the Liabilities, the acceptance of any partial payment thereon, any
waiver,

     


    
      
        1097265.4

      

      
        -17-

        
          

        

      

      
        
        

      

    


    consent
or other action or acquiescence by any Lender or the Administrative Agent at any
time or times in respect of any Event of Default by any of the Borrowers in the
performance or satisfaction of any term, covenant, condition or provision of
this Agreement, any and all other indulgences whatsoever by any Lender or the
Administrative Agent in respect of any of the Liabilities, and the taking,
addition, substitution or release, in whole or in part, at any time or times, of
any security for any of the Liabilities or the addition, substitution or
release, in whole or in part, of any of the Borrowers.  Without
limiting the generality of the foregoing, each of the Borrowers assents to any
other action or delay in acting or failure to act on the part of any Lender or
the Administrative Agent with respect to the failure by any of the Borrowers to
comply with any of its respective Liabilities, including, without limitation,
any failure strictly or diligently to assert any right or to pursue any remedy
or to comply fully with applicable laws or regulations thereunder, which might,
but for the provisions of this Section 2-5, afford grounds for terminating,
discharging or relieving any of the Borrowers, in whole or in part, from any of
its Liabilities under this Section 2-5, it being the intention of each of
the Borrowers that, so long as any of the Liabilities hereunder remain
unsatisfied, the Liabilities of such Borrowers under this Section 2-5 shall
not be discharged except by performance and then only to the extent of such
performance.  The joint and several liability of the Borrowers
hereunder shall continue in full force and effect notwithstanding any
absorption, merger, amalgamation or any other change whatsoever in the name,
membership, constitution or place of formation of any of the Borrowers, any
Lender or any Agent.

     

    (f)           The
provisions of this Section 2-5 are made for the benefit of the
Lenders and the Administrative Agent and their respective successors and
assigns, and may be enforced by it or them from time to time against any or all
of the Borrowers as often as occasion therefor may arise and without requirement
on the part of the Lenders or the Agent or such successor or assign first to
marshall any of its or their claims or to exercise any of its or their rights
against any of the other Borrowers or to exhaust any remedies available to it or
them against any of the other Borrowers or to resort to any other source or
means of obtaining payment of any of the Liabilities hereunder or to elect any
other remedy.  The provisions of this Section 2-5 shall
remain in effect until all of the Liabilities shall have been paid in full or
otherwise fully satisfied.  If at any time, any payment, or any part
thereof, made in respect of any of the Liabilities, is rescinded or must
otherwise be restored or returned by any Lender or the Agent upon the
insolvency, bankruptcy or reorganization of any of the Borrowers, or otherwise,
the provisions of this Section 2-5 will forthwith be reinstated in
effect, as though such payment had not been made.

     

    (g)           Each
of the Borrowers hereby agrees that it will not enforce any of its rights of
contribution or subrogation against the other Borrowers with respect to any
liability incurred by it hereunder or under any of the other Loan Documents, any
payments made by it to any of the Lenders or the Agent with respect to any of
the Liabilities or any collateral security therefor until such time as all of
the Liabilities have been irrevocably paid in full in cash.  Any claim
which any Borrower may have against any other Borrower with respect to any
payments to the Lenders or the Agent hereunder or under any other Loan Documents
are hereby expressly made subordinate and junior in right of payment, without
limitation as to any increases in the Liabilities arising hereunder or
thereunder, to the prior payment in full of the Liabilities and, in the event of
any insolvency, bankruptcy, receivership, liquidation, reorganization or other
similar

     


    
      
        1097265.4

      

      
        -18-

        
          

        

      

      
        
        

      

    


    proceeding
under the laws of any jurisdiction relating to any Borrower, its debts or its
assets, whether voluntary or involuntary, all such Liabilities shall be paid in
full before any payment or distribution of any character, whether in cash,
securities or other property, shall be made to any other Borrower
therefor.

     

    (h)           Each
of the Borrowers hereby agrees that the payment of any amounts due with respect
to the Indebtedness owing by any Borrower to any other Borrower is hereby
subordinated to the prior payment in full in cash of the
Liabilities.  Each Borrower hereby agrees that after the occurrence
and during the continuance of any Default or Event of Default, such Borrower
will not demand, sue for or otherwise attempt to collect any Indebtedness of any
other Borrower owing to such Borrower until the Liabilities shall have been paid
in full in cash.  If, notwithstanding the foregoing sentence, such
Borrower shall collect, enforce or receive any amounts in respect of such
Indebtedness, such amounts shall be collected, enforced and received by such
Borrower as trustee for the Agent and be paid over to the Agent for the pro-rata
accounts of the Lenders to be applied to repay the Liabilities.

     

    2-6.           Indemnification.  The
Lead Borrower and each Borrower respectively shall indemnify, defend, and save
and hold the Administrative Agent and each Lender harmless from and against any
liabilities, claims, demands, expenses, or losses made against or suffered by
the Administrative Agent or any Lender on account of, or arising out of, the
Loans, the Administrative Agent and each Lenders’ reliance upon loan requests
made by the Lead Borrower, or any other action taken by the Administrative Agent
and each Lender hereunder or under any of the Loan Documents, except for any
liability, claim, demand, expense, or loss as to which a final judicial
determination is made and from which no appeal is available (in a proceeding in
which the Administrative Agent and each Lender has had an opportunity to be
heard) that the Administrative Agent or any Lender had acted in a grossly
negligent manner, in actual bad faith or with willful misfeasance.

     

    ARTICLE 3 -
THE REVOLVING CREDIT/LIBOR PROVISIONS

     

    3-1.           Establishment of Revolving
Credit.

     

    (a)           The
Lenders hereby establish a revolving line of credit (hereinafter, the “Revolving Credit”) in the
Borrowers’ favor pursuant to which each Lender, subject to, and in accordance
with, this Agreement, severally agrees to make Revolving Credit Loans and issue
L/Cs and otherwise provide financial accommodations to and for the account of
the Borrowers, in each instance up to the amount of such Lender’s Commitment
Percentage of Availability, but in no event exceeding the maximum amount of such
Lender’s Commitment.  The amount available for borrowing under the
Revolving Credit shall be determined by the Lenders by reference to
Availability, as determined by the Lenders from time to time
hereafter.

     

    (b)           As
used herein, the term “Availability” refers at any
time to up to:

     

    (A)           the
Revolving Loan Ceiling

     

    Minus

     


    
      
        1097265.4

      

      
        -19-

        
          

        

      

      
        
        

      

    


    (B)           The
then unpaid principal balance of the Loan Account

     

    Minus

     

    (C)           The
aggregate amounts then undrawn on all outstanding L/C’s, acceptances or any
other accommodations issued or incurred, or caused to be issued or incurred, by
the Lenders for the account and/or the benefit of any of the
Borrowers.

     

    (c)           The
proceeds of borrowings under the Revolving Credit shall be utilized solely to
pay transaction costs, refinance Indebtedness under the Existing Loan Agreement,
for working capital purposes, for repayment of draws under any L/C, for
Permitted Acquisitions, and for general corporate or limited liability company
purposes, as the case may be.

     

    3-2.           Reductions of
Commitment.  The
Total Commitment with respect to the Revolving Credit may be voluntarily
reduced, at the Borrowers’ option, in minimum increments of $1,000,000.00, with
any payment of interest, subject to the payment of the Line (Unused) Fee
described below.

     

    3-3.           Procedures Under Revolving
Credit.

     

    (a)           The
Lead Borrower may request Revolving Credit Loans from time to time under, in
each instance in accordance with such procedures as may from time to time be
acceptable to the Administrative Agent, including, without limitation, notice to
the Administrative Agent of any requested borrowing by 11:00 A.M. Boston,
Massachusetts time on the proposed day of the subject Revolving Credit
Loans.

     

    (b)           Subject
to the provisions of this Agreement, a Revolving Credit Loan duly and timely
requested by the Lead Borrower shall be made and L/Cs shall be issued pursuant
hereto, provided that:

     

    (i)           The
Availability will not be exceeded; and

     

    (ii)           The
Revolving Credit has not been suspended as provided in Section 3-3(j).

     

    (c)           A
Revolving Credit Loan or advance shall be deemed to have been made under the
Revolving Credit upon the charging of the amount of such Revolving Credit Loan
to the Loan Account.

     

    (d)           There
shall not be any recourse to, nor liability of, the Administrative Agent or the
Lenders on account of any of the following:

     

    (i)           (1)           Any
reasonable delay in the Lenders’ making of any Revolving Credit Loan requested
under the Revolving Credit, and/or (2) any decline by the Lenders to make, any
Revolving Credit Loan requested under the Revolving Credit while any Suspension
Event has occurred and is continuing.

     


    
      
        1097265.4

      

      
        -20-

        
          

        

      

      
        
        

      

    


    (ii)           Any
delay in the proceeds of any such Revolving Credit Loan constituting collected
funds.

     

    (iii)           Any
delay in the receipt, and/or any loss, of funds which constitute a Revolving
Credit Loan, the wire transfer of which was properly initiated by the
Administrative Agent in accordance with wire instructions provided to the
Administrative Agent by the Lead Borrower.

     

    (e)           The
Administrative Agent may rely on any request for a Revolving Credit Loan or
financial accommodation which the Administrative Agent, in good faith, believes
to have been made by a Person duly authorized to act on behalf of the Lead
Borrower and may decline to make any such requested Revolving Credit Loan or to
provide any such financial accommodation pending the Administrative Agent’s
being furnished with such documentation concerning that Person’s authority to
act as may be satisfactory to the Administrative Agent.

     

    (f)           A
request by the Lead Borrower for any financial accommodation under the Revolving
Credit or of the issuance of an L/C or any other accommodations shall be
irrevocable and shall constitute certification by the Lead Borrower and each
Borrower that as of the date of such request, each of the following is true and
correct:

     

    (i)           There
has been no Material Adverse Change in the Borrowers’ financial condition taken
as a whole, from the most recent financial information furnished the Lenders
pursuant to this Agreement.

     

    (ii)           Each
representation which is made herein or in any of the Loan Documents is then true
and complete as of and as if made on the date of such request (except to the
extent such representation refers to a specific earlier date).

     

    (iii)           No
Suspension Event is then extant.

     

    (g)           The
Borrowers shall immediately become indebted to the Lenders for the amount of
each Revolving Credit Loan under or pursuant to this Agreement when such
Revolving Credit Loan is made.

     

    (h)           (1)           The
Lead Borrower may request that the Administrative Agent issue L/C’s for the
account of any Borrower.  Each such request shall be in such manner as
may from time to time be acceptable to the Administrative Agent, and which may
include, without limitation, (A) telephone notice to such person as may be
designated by the Administrative Agent or (B) written notice.

     

    (ii)           The
Administrative Agent, in the Administrative Agent’s discretion in each instance,
may issue any L/C so requested by the Lead Borrower, provided that

     

    (A)           the
aggregate Stated Amount, following the requested issuance thereof, would not
exceed the Availability;

     


    
      
        1097265.4

      

      
        -21-

        
          

        

      

      
        
        

      

    


    (B)           the
L/C (if so issued) is in form satisfactory to the Administrative
Agent;

     

    (C)           after
giving effect to the issuance of the requested L/C, the aggregate Stated Amount
of all L/C’s then outstanding, does not exceed $5,000,000.00; and

     

    (D)           the
expiry of the L/C is not later than the Maturity Date of the Revolving
Credit.

     

    (iii)           The
Borrowers and/or the Lead Borrower shall execute such documentation to apply for
and support the issuance of an L/C as may be required by the Administrative
Agent, provided
that no
security shall be required in connection therewith.

     

    (i)           The
Administrative Agent, without the request of the Lead Borrower, may advance
under the Revolving Credit any amount which any Borrower is obligated to pay to
the Administrative Agent or for which any Borrower or the Administrative Agent
becomes obligated on account of, or in respect to, any L/C.  Such
advance shall be made even if such advance would result in the Availability
being exceeded.  Such action on the part of the Administrative Agent
shall not constitute a waiver by the Administrative Agent or any Lender of its
rights under Section 3-4(e) below.

     

    (j)           Upon
the occurrence from time to time of any Suspension Event:

     

    (i)           The
Administrative Agent, with the prior written consent of the Required Lenders
may, or shall, at the request of the Required Lenders, suspend the Revolving
Credit immediately.

     

    (ii)           The
Lenders shall not be obligated to make any loans or advance, or to provide any
financial accommodation hereunder or to issue any L/C.

     

    (iii)           The
Administrative Agent, with the prior written consent of the Required Lenders
may, or shall, at the request of the Required Lenders, suspend the right of the
Lead Borrower to request any LIBOR Loan or to convert any Base Margin Loan to a
LIBOR Loan.

     

    (k)           Subject
to the satisfaction of all conditions precedent hereunder, each Lender will make
available to the Administrative Agent on the proposed date of any Revolving
Credit Loan by wire transfer of immediately available funds not later than 1:00
P.M., Boston time, the aggregate amount of its Commitment Percentage of such
Revolving Credit Loan requested by the Lead Borrower, and the Administrative
Agent shall promptly advance such amounts to the Lead Borrower in accordance
with the terms hereof.

     

    3-4.           The Loan Account.

     


    
      
        1097265.4

      

      
        -22-

        
          

        

      

      
        
        

      

    


    (a)           An
account (hereinafter, the “Loan
Account”) shall be opened on the books of the Administrative Agent, in
which Loan Account a record may be kept of all Revolving Credit Loans made by
the Lenders to the Borrowers under or pursuant to the Revolving Credit and of
all payments thereon.

     

    (b)           The
Administrative Agent may also keep a record (either in the Loan Account or
elsewhere, as the Administrative Agent may from time to time elect) of all
interest, fees, service charges, costs, expenses, and other debits owed the
Administrative Agent and each Lender on account of the Liabilities under the
Revolving Credit and of all credits against such amounts so owed.

     

    (c)           All
credits against the Liabilities shall be conditional upon final payment to the
Administrative Agent of the items giving rise to such credits.  The
amount of any item credited against the Liabilities which is charged back
against the Administrative Agent for any reason or is not so paid shall be a
Liability and shall be added to the Loan Account, whether or not the item so
charged back or not so paid is returned.

     

    (d)           Except
as otherwise provided herein, all fees, service charges, costs, and expenses for
which the Borrowers are obligated hereunder are payable within thirty (30) days
of notice from the Administrative Agent to the Lead Borrower.  In the
determination of Availability, the Administrative Agent may deem fees, service
charges, accrued interest, and other payments as having been advanced under the
Revolving Credit whether or not such amounts are then due and
payable.

     

    (e)           The
Administrative Agent, without the request of the Lead Borrower, may advance
under the Revolving Credit any interest, fee, service charge, or other payment
to which the Administrative Agent or any Lender is entitled from any Borrower
pursuant hereto (including, without limitation, any payment of principal and/or
interest with respect to the Term Loan) and may charge the same to the Loan
Account notwithstanding that such amount so advanced may result in
Availability’s being exceeded.  Any amount which is added to the
principal balance of the Loan Account as provided in this Subsection shall bear
interest at the interest rate applicable from time to time to the unpaid
principal balance of the Loan Account.

     

    (f)           Any
statement rendered by the Administrative Agent to the Lead Borrower concerning
the Liabilities shall be considered correct and accepted by the Borrowers and
shall be conclusively binding upon the Borrowers unless the Lead Borrower
provides the Administrative Agent with written objection thereto within sixty
(60) days from the mailing of such statement, which written objection shall
indicate, with particularity, the reason for such objection.  The Loan
Account and the Administrative Agent’s books and records concerning the loan
arrangement contemplated herein and the Liabilities shall be prima facie
evidence and proof of the items described therein.

     

    3-5.           The Revolving Credit
Note.  The obligation to repay Revolving Credit Loans, with
interest as provided herein, shall be evidenced by certain notes (hereinafter,
collectively, the “Revolving
Credit Note”) payable to each Lender in a principal amount equal to such
Lender’s Commitment Percentage of the Revolving Credit, in the form of EXHIBIT 3-5, annexed
hereto,

     


    
      
        1097265.4

      

      
        -23-

        
          

        

      

      
        
        

      

    


    executed
by each Borrower in favor of such Lender.  Neither the original nor a
copy of any Revolving Credit Note shall be required, however, to establish or
prove any Liability on account thereof.  In the event that a Revolving
Credit Note is ever lost, mutilated, or destroyed, the Borrowers shall execute a
replacement thereof and deliver such replacement to the subject Lender, subject
to such Lender providing a commercially reasonable indemnity in connection
therewith.

     

    3-6.           Payment of Loan
Account.

     

    (a)           The
Borrowers shall repay the then entire unpaid balance of the Loan Account and all
other Liabilities on the Termination Date (as to which, see Article 12, below).

     

    (b)           The
Borrowers, without notice or demand from the Administrative Agent, shall pay the
Administrative Agent that amount, from time to time, which is necessary so that
Availability is equal to or greater than $0.

     

    3-7.           Interest.

     

    (a)           Revolving
Credit Loans shall initially bear inter­est at the Base Rate or, at the Lead
Borrower’s option in accordance with the terms hereof, the LIBOR Rate, as
specified from time to time by the Lead Borrower in the Renewal/Conversion
Notice with respect to the subject Revolving Credit Loan or as otherwise
provided in this Agree­ment.

     

    (b)           The
Borrowers shall pay interest on each Revolving Credit Loan in arrears on the
applicable Interest Payment Date for that Loan and on the Termination
Date.

     

    (c)           Following
the occurrence and during the continuance of any Event of Default (and whether
or not the Lenders exercise their rights on account thereof), upon notice from
the Administrative Agent to the Lead Borrower, the outstanding principal balance
of the Revolving Credit Loans shall bear interest at a rate per annum equal to
the rate (including the Base Rate Margin or the LIBOR Margin, as applicable) in
effect from time to time plus two and 00/100 percent (2.00%) per
annum.

     

    3-8.           Duration of Interest
Periods.

     

    (a)           Subject
to the limitation described herein, the Lead Borrower shall have the option to
elect an Interest Period to be applicable to a Revolving Credit Loan or any
portion of the Term Loan by giving notice of such election (a “Renewal/Conversion Notice”) in
the form of EXHIBIT 3-8,
annexed hereto received no later than 10:00 Boston time one (1) Business Day
before the end of the then applicable Interest Period if such Loan is to be
converted to a Base Margin Loan and three (3) Business Days before (and not
counting) the end of the then applicable Interest Period if such Loan is to be
continued as, or converted to, a LIBOR Loan; provided, however, that (a) any
Conversion of LIBOR Loans may be made only on the last day of the respective
Interest Period for such Loans, and (b) no loan may be Converted to a LIBOR Loan
when any Event of Default has occurred and is continuing.  Each such
Conversion Request shall be by telephone, telecopy, electronic mail, telex or
cable, in each case confirmed immediately in writing in the manner specified for
notices herein, and shall, within the

     


    
      
        1097265.4

      

      
        -24-

        
          

        

      

      
        
        

      

    


    restrictions
specified above, specify (i) the date of such Conversion, (ii) the Loans to be
Converted, and (iii) if such Conversion is to LIBOR Loan the duration of the
initial Interest Period for such Loans.  Each Conversion Request with
respect to LIBOR Loans shall be irrevocable and binding on the
Borrowers.

     

    (b)           If
the Administrative Agent does not receive a notice of election of, or conversion
to, an Interest Period for a LIBOR Loan pursuant to subsection (a) within
the applicable time limits specified therein, the Lead Borrower shall be deemed
to have elected to convert such Loan in whole into a Base Margin Loan on the
last day of the then current Interest Period with respect thereto.

     

    (c)           The
Lead Borrower shall not select, renew, or convert any Revolving Credit Loan or
any portion of the Term Loan such that there are more than six (6) interest
rates applicable to the Revolving Credit Loans or any portion of the Term Loan
in the aggregate which are LIBOR Loans at any one time.

     

    (d)           LIBOR
Loans shall each be in an amount of not less than Five Hundred Thousand and
no/100 Dollars ($500,000.00) and Five Hundred Thousand and 00/100 Dollars
($500,000.00) increments in excess of such minimum.

     

    (e)           If,
after giving a Conversion Request, the Lead Borrower fails to borrow or Convert
any LIBOR Loan, the Lead Borrower shall indemnify the Administrative Agent and
each Lender against any loss or expense incurred by the Administrative Agent and
each Lender as a result of such failure, including, without limitation, any loss
or expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain a LIBOR Loan to be made
by such Lender and the compensation as provided for in Section 3-15,
herein.

     

    3-9.           Changed
Circumstances.  In the event
that:

     

    (a)           On
any day on which the rate for a LIBOR Loan would otherwise be set, the
Administrative Agent shall have determined in good faith (which determination
shall be final and conclusive) that adequate and fair means do not exist for
ascertaining either such rate; or

     

    (b)           At
any time that the Administrative Agent shall have determined in good faith
(which determination shall be final and conclusive) that:

     

    (i)           the
continuation of or conversion of any Revolving Credit Loan or any portion of the
Term Loan to a LIBOR Loan has been made impracticable or unlawful by (A) the
occurrence of a contingency that materially and adversely affects the applicable
market or (B) compliance by any Lender in good faith with any applicable law or
governmental regulation, guideline or order or interpretation or change thereof
by any governmental authority charged with the interpretation or administration
thereof or with any request or directive of any such governmental authority
having the force of law; or

     


    
      
        1097265.4

      

      
        -25-

        
          

        

      

      
        
        

      

    


    (ii)           the
indices on which the interest rates for LIBOR Loans shall no longer represent
the effective cost to the Lenders for U.S. dollar deposits in the interbank
market for deposits in which they regularly participate;

     

    then, and
in any such event, the Administrative Agent shall forthwith so notify the Lead
Borrower thereof.  Until the Administrative Agent notifies the Lead
Borrower that the circumstances giving rise to such notice no longer apply, the
obligation of the Lenders to make LIBOR Loans of the type affected by such
changed circumstances or to permit the Lead Borrower to select the affected
interest rate as otherwise applicable to any Revolving Credit Loans or any
portion of the Term Loan shall be suspended.  If at the time the
Administrative Agent so notifies the Lead Borrower, the Lead Borrower has
previously given the Administrative Agent a Renewal/Conversion Notice with
respect to one or more LIBOR Loans, but such LIBOR Loans have not yet gone into
effect, such notification shall be deemed to be void and the Lead Borrower may
only borrow Base Margin Loans and shall furnish a substitute Renewal/Conversion
Notice.  Upon the expiration of the Interest Period for any LIBOR Loan
which is outstanding on the date of such notification, the amount of such LIBOR
Loan shall thereafter constitute a Base Margin Loan.

     

    3-10.                      Payments and
Prepayments.

     

    (a)           Base
Margin Loans may be prepaid at any time and from time to time without premium or
penalty.

     

    (b)           Any
LIBOR Loan may be prepaid, upon not less than three (3) Business Days’ prior
written notice to the Administrative Agent, without penalty, provided that (1) each partial
prepayment shall be in the principal amount of $500,000.00 or an integral
multiple thereof, (2) if such prepayment is on any day other than the last day
of the Interest Period relating thereto, such amount prepaid shall be
accompanied by any additional amounts necessary to compensate the Lenders for
any costs incurred by the Lenders in accordance with Section 3-15,
herein, including any interest or fees payable by the Lenders to lenders of
funds obtained by them in order to make or maintain its LIBOR Loans hereunder
and (3) any amount prepaid shall be accompanied by accrued interest on the
principal repaid to the date of payment.

     

    (c)           In
the event that at the time of any such prepayment Loans are outstanding of more
than one type, the amount prepaid shall be applied first to any Base Margin Loan
prior to application to any LIBOR Loans.

     

    (d)           Any
premium due hereunder upon such prepayment shall be due and payable upon any
prepayment whatsoever, whether voluntary or involuntary, to the extent permitted
by law, and after acceleration of the unpaid principal balance of the
Liabilities after the occurrence and during the continuance of an Event of
Default.

     

    3-11.                      Fees.

     

    (a)           As
compensation for the Lenders’ commitment included herein to make loans and
advances to the Borrowers and as compensation for the Lenders’ maintenance of
sufficient funds

     


    
      
        1097265.4

      

      
        -26-

        
          

        

      

      
        
        

      

    


    available
for such purpose, the Lenders shall have earned a Facility Fee (so referred to
herein) of Three Hundred Twenty Five Thousand Dollars ($325,000.00) (to be
shared by the Lenders as agreed among the Lenders).

     

    (b)           In
addition to any other fee by the Borrowers on account of the Revolving Credit,
the Borrowers shall pay to the Administrative Agent, for the pro rata benefit of
the Lenders, a Line (Unused)
Fee (so referred to herein) in arrears, on the first day of each quarter
(or relevant pro rata portion thereof) (and on the Termination
Date).  The Line (Unused) Fee shall be equal to the Line Fee
Percentage of the average difference, during the quarter just ended (or relevant
period with respect to the payment being made on the Termination Date) between
the Revolving Loan Ceiling and the unpaid principal balance of the Loan
Account.

     

    (c)           In
addition to any other fee by the Borrowers on account of the Revolving Credit,
the Borrowers shall pay the Administrative Agent, for its own account, an annual
fee (the “Annual Fee”)
of Twenty Thousand Dollars ($20,000.00) payable on the Closing Date and each
anniversary thereof.

     

    (d)           The
Borrower shall not be entitled to any credit, rebate or repayment of any
Facility Fee, Annual Fee or Line (Unused) Fee previously earned by the
Administrative Agent or the Lenders pursuant to this Section notwithstanding any
termination of this Agreement or suspension or termination of the Lenders’
obligation to make Loans and advances hereunder.

     

    3-12.                      Fees For
L/C’s.

     

    (a)           Prior
to the issuance of any L/C, the Borrowers shall pay to the Administrative Agent,
for the pro rata benefit of the Lenders, a fee on account of such L/C based upon
the Administrative Agent’s then current fee schedule for like
L/C’s.

     

    (b)           In
addition to the fee to be paid as provided in Subsection (a), above,
the Borrowers shall pay to the Administrative Agent, on demand, all issuance,
processing, negotiation, amendment, and administrative fees and other amounts on
account of, or in respect to, each L/C.

     

    3-13.                      Effect of Honor of
L/C’s.  The Borrowers shall reimburse the Administrative Agent
for the amount of any honoring of any L/C.  Any such honoring which is
not so reimbursed on the Business Day when so honored shall constitute a
Revolving Credit Loan.

     

    3-14.                      Additional Provisions
Relating to L/C’s.

     

    (a)           The
obligations of the Borrowers with respect to L/Cs shall be absolute and
unconditional.  The obligations of the Borrowers with respect to L/Cs
shall rank pari passu with the obligations of the Borrowers to repay all other
Liabilities.  The Borrowers, the Administrative Agent and the Lenders
acknowledge and agree that all Existing L/Cs shall be deemed L/Cs issued
pursuant to this Agreement.  The Administrative Agent’s rights,
powers, privileges and immunities specified in or arising under this Agreement
with respect to L/C’s are in addition to any heretofore or at any time hereafter
otherwise created or arising, whether by statute or rule of law or
contract.

     


    
      
        1097265.4

      

      
        -27-

        
          

        

      

      
        
        

      

    


    (b)           The
Borrowers will

     

    (i)           promptly
examine the copy of any L/C (and any amendments thereof) sent to it by the
Administrative Agent;

     

    (ii)           promptly
examine all instruments and documents delivered to it from time to time by the
Administrative Agent; and

     

    (iii)           within
three (3) Business Days of receipt thereof, provide the Administrative Agent
with written notice of any irregularity or claim of non-compliance with the
instructions of such person or entity.

     

    The
Borrowers are conclusively deemed to have waived any such claim against the
Administrative Agent and its correspondents unless such notice is so timely
given.

     

    (c)           The
Borrowers will

     

    (i)           procure
promptly any necessary documentation, permits, or licenses for the import,
export or shipping of the property in connection with which any L/C is
issued;

     

    (ii)           comply
with all foreign and domestic governmental requirements relating to the shipment
or financing of such property; and

     

    (iii)           furnish
such evidence that the above-noted requirements have been fulfilled as the
Administrative Agent reasonably may require.

     

    (d)           The
Borrowers will jointly and severally indemnify the Administrative Agent and each
Lender for and hold harmless against any and all claims, loss, liability, or
damage, including attorneys’ reasonable fees, howsoever arising from or in
connection with the surrender or endorsement of any bill of lading, warehouse
receipt or documents of title at any time held by the Administrative Agent, or
any of its correspondents in connection with any L/C.

     

    (e)           None
of the Administrative Agent’s correspondents or any advising, negotiating, or
paying bank with respect to any L/C, shall be responsible in any way
for:

     

    (i)           performance
by any beneficiary under any L/C of that beneficiary’s or payee’s obligations to
any Borrower; or

     

    (ii)           the
form, sufficiency, correctness, genuineness, authority of any person signing,
falsification, or the legal effect of, any documents called for under any L/C if
(with respect to the foregoing) such documents on their face appear to be in
order.

     

    (f)           The
Administrative Agent may honor, as complying with the terms of any L/C and of
any drawing thereunder, any drafts or other documents otherwise in order, but
signed or issued by an administrator, executor, conservator, trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
liquidator, receiver, or other legal representative of the party authorized
under such L/C to draw or issue such drafts or other documents.

     


    
      
        1097265.4

      

      
        -28-

        
          

        

      

      
        
        

      

    


    (g)           Unless
otherwise agreed to, in the particular instance, the Borrowers hereby authorize
the Administrative Agent to (i) select an advising bank, if any; (ii) select a
paying bank, if any; and (iii) select a negotiating bank.

     

    (h)           All
directions, correspondence, and funds transfers relating to any L/C are at the
risk of the Borrowers.  The Administrative Agent shall have discharged
its obligations under any L/C which, or the drawing under which, includes
payment instructions, by the initiation of the method of payment called for in,
and in accordance with, such instructions (or by any other commercially
reasonable and comparable method).  The Administrative Agent does not
assume any responsibility for any inaccuracy, interruption, error, or delay in
transmission or delivery by post, telegraph or cable, or for any inaccuracy of
translation.

     

    (i)           The
Administrative Agent’s rights, powers, privileges and immunities specified in or
arising under this Agreement are in addition to any heretofore or at any time
hereafter otherwise created or arising, whether by statute or rule of law or
contract.

     

    (j)           Except
to the extent otherwise expressly provided hereunder or agreed to in writing by
the Administrative Agent, and the Borrowers, the L/C will be governed by the
Uniform Customs and Practice for Documentary Credits, International Chamber of
Commerce, Publication No. 500, and any subsequent revisions
thereof.

     

    (k)           If
any change in any law, executive order or regulation, or any directive of any
administrative or governmental authority (whether or not having the force of
law), or in the interpretation thereof by any court or administrative or
governmental authority charged with the administration thereof, shall
either:

     

    (i)           impose,
modify or deem applicable any reserve, special deposit or similar requirements
against L/C’s heretofore or hereafter caused to be issued by the Administrative
Agent or any Lender or with respect to which the Administrative Agent or any
Lender has an obligation to lend to fund drawings thereunder; or

     

    (ii)           impose
on Administrative Agent or any Lender any other condition or requirements
relating to any such L/C’s;

     

    and the
result of any event referred to in clause (i) or (ii), above, shall be to
increase the cost to such Person of issuing or maintaining any L/C, then, upon
demand by such Person and delivery by such Person to the Lead Borrower of a
certificate of an officer of such Person describing such change in law,
executive order, regulation, directive, or interpretation thereof, its effect on
such Person, and the basis for determining such increased costs and their
allocation, the Borrowers within five (5) Business Days after receipt of such
notice shall pay to such Person, from time to time as specified by such Person,
such amounts as shall be sufficient to com­pensate such Person for such
increased cost.  The Administrative Agent’s or such Lender’s
determination of costs incurred under clause (k)
(i) or (ii) above, shall be conclusive and binding on the Borrowers in the
absence of manifest error.

     


    
      
        1097265.4

      

      
        -29-

        
          

        

      

      
        
        

      

    


    (l)           The
obligations of the Borrowers under this Agreement with respect to L/C’s are
absolute, unconditional, and irrevocable and shall be performed strictly in
accordance with the terms hereof under all circumstances, whatsoever including,
without limitation, the following:

     

    (i)           Any
lack of validity or enforceability or restriction, restraint, or stay in the
enforcement of this Agreement, any L/C, or any other agreement or instrument
relating thereto.

     

    (ii)           Any
amendment or waiver of, or consent to the departure from, all or any of the
above.

     

    (iii)           The
existence of any claim, set-off, defense, or other right which the Borrowers may
have at any time against the beneficiary of the L/C.

     

    3-15.                      Indemnification.  Each
Borrower jointly and severally agrees to indemnify the Administrative Agent and
each Lender and to hold the Administrative Agent and each Lender (each an “Indemnified Party”) harmless
from and against any loss, cost or expense (including loss of anticipated
profits) that an Indemnified Party may sustain or incur as a consequence of (a)
default by the Borrowers in payment of the principal amount of or any interest
on any LIBOR Loans as and when due and payable, including any such loss or
expense arising from interest or fees payable by an Indemnified Party to lenders
of funds obtained by it in order to maintain its LIBOR Loans, (b) default by the
Borrowers in making a borrowing or conversion after the Lead Borrower has given
(or is deemed to have given) a Conversion Request, or (c) the making of any
payment of any LIBOR Loan or the making of any conversion of any such Loan to a
Base Margin Loan on a day that is not the last day of the applicable Interest
Period with respect thereto, whether due to voluntary prepayment, payment
realized from any guarantor after the occurrence of an Event of Default, or
otherwise, including interest or fees payable by an Indemnified Party to lenders
of funds obtained by it in order to maintain any such Loans.  Such
loss shall include, without limitation, an amount calculated as
follows:

     

    (a)           First, the
Indemnified Party shall determine the amount by which (i) the total amount of
interest which would have otherwise accrued hereunder on each installment of
principal so paid or not borrowed, during the period beginning on the date of
such payment or failure to borrow and ending on the date such installment would
have been due (the “Reemployment Period”), exceeds
(ii) the total amount of interest which would accrue, during the Reemployment
Period, on any readily marketable bond or other obligation of the United States
of America designated by the Indemnified Party in its sole discretion at or
about the time of such payment, such bond or other obligation of the United
States of America to be in an amount equal (as nearly as may be) to the amount
of principal so paid or not borrowed and to have a maturity comparable to the
Reemployment Period, and the interest to accrue thereon to take account of
amortization of any discount from par or accretion of premium above par at which
the same is selling at the time of designation.  Each sum amount is
hereafter referred to as an “Installment
Amount”.

     


    
      
        1097265.4

      

      
        -30-

        
          

        

      

      
        
        

      

    


    (b)           Second, each
Installment Amount shall be treated as payable as of the date on which the
related principal installment would have been payable by the Borrowers had such
principal installment not been prepaid or not borrowed.

     

    (c)           Third, the amount to
be paid on each such date shall be the present value of the Installment Amount
determined by discounting the amount thereof from the date on which such
Installment Amount is to be treated as payable, at the same annual interest rate
as that payable upon the bond or other obligation of the United States of
America designated as aforesaid by the Indemnified Party.

     

    3-16.                      Computation of Interest and
Fees.  Interest and all fees payable on account of the
Liabilities shall be computed daily on the basis of a year of 360 days and paid
for the actual number of days for which due.  If the due date for any
payment of principal is extended by operation of law, interest shall be payable
for such extended time.  If any payment required by this Agreement or
any other Loan Document becomes due on a day that is not a Business Day, such
payment may be made on the next succeeding Business Day (or prior Business Day
in connection with a LIBOR Loan), and such extension shall be included in
computing interest in connection with such payment.

     

    3-17.                      Automatic
Payment»

     

    .  The
Borrowers authorize the Administrative Agent to automatically debit the
Borrowers’ demand deposit accounts with the Administrative Agent on the Interest
Payment Date or such other dates when due for all principal, interest, fees,
costs, commissions, service charges and expenses due to the Lenders on account
of the Liabilities.

     

    3-18.                      Additional Costs,
Etc..  If any present or future applicable law, which
expression, as used herein, includes statutes, rules and regulations thereunder
and interpretations thereof by any competent court or by any governmental or
other regulatory body or official charged with the administration or the
interpretation thereof and requests, directives, instructions and notices at any
time or from time to time hereafter made upon or otherwise issued to any Lender
by any central bank or other fiscal, monetary or other authority (whether or not
having the force of law), shall:

     

    (a)           subject
any Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding
of any nature with respect to this Agreement, the other Loan Documents, or the
Loans (other than taxes based upon or measured by the income or profits of the
Lender), or

     

    (b)           materially
change the basis of taxation (except for changes in taxes on income or profits)
of payments to any Lender of the principal of or the interest on any Loans or
any other amounts payable to the Lender under this Agreement or the other Loan
Documents, or

     

    (c)           impose
or increase or render applicable (other than to the extent specifically provided
for elsewhere in this Agreement) any special deposit, reserve, assessment,
liquidity, capital adequacy or other similar requirements (whether or not having
the force of law) against assets held by, or deposits in or for the account of,
or loans by, or commitments of an office of the Lender, or

     


    
      
        1097265.4

      

      
        -31-

        
          

        

      

      
        
        

      

    


    (d)           impose
on any Lender any other conditions or requirements with respect to this
Agreement, the other Loan Documents, the Loan, or any class of loans or
commitments of which any Loan forms a part;

     

    and the
result of any of the foregoing is

     

    (i)           to
increase the cost to any Lender of making, funding, issuing, renewing, extending
or maintaining any of the Loans, or

     

    (ii)           to
reduce the amount of principal, interest or other amount payable to any Lender
hereunder on account of any of the Loans, or

     

    (iii)           to
require any Lender to make any payment or to forego any interest or other sum
payable hereunder, the amount of which payment or foregone interest or other sum
is calculated by reference to the gross amount of any sum receivable or deemed
received by such Lender from the Borrowers hereunder,

     

    then, and
in each such case, the Borrowers will, upon demand made by such Lender at any
time and from time to time and as often as the occasion therefor may arise, pay
to such Lender such additional amounts as will be sufficient to compensate such
Lender for such additional cost, reduction, payment or foregone interest or
other sum, provided such Lender furnishes the Lead Borrower and the
Administrative Agent with a copy of such request together with an explanation
therefor and such Lender makes such request consistent with its practices
relative to similar borrowers.

     

    3-19.                      Capital
Adequacy.  If any Lender shall have determined that the
adoption of any applicable law, rule, regulation, guideline, directive or
request (whether or not having force of law) regarding capital requirements, or
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by such Lender with any of the foregoing
imposes or increases a requirement by such Lender to allocate capital resources
to the Loans made, or to be made, hereunder, which has or would have the effect
of reducing the return on such Lender’s capital to a level below that which such
Lender could have achieved (taking into consideration such Lender’s then
existing policies with respect to capital adequacy and assuming full utilization
of such Lender’s capital) but for such adoption, change or compliance, by any
amount deemed by such Lender to be material: (i) such Lender shall promptly
after its commercially reasonable determination of such occurrence give notice
thereof to the Lead Borrower together with an explanation therefor; and (ii) the
Borrowers shall pay to such Lender as an additional fee from time-to-time on
demand such amount as the Lender certifies to be the amount that will compensate
it for such reduction.  In determining such amounts, such Lender may
use any reasonable averaging and attribution methods.

     

    3-20.                      Lenders’
Commitments.

     

    (a)           The
obligations of each Lender are several and not joint.  No Lender shall
have any obligation to make any Revolving Credit Loan in excess of the lesser of
the following:

     


    
      
        1097265.4

      

      
        -32-

        
          

        

      

      
        
        

      

    


    (i)           that
Lender’s Commitment Percentage of the subject Revolving Credit Loan or of
Availability,

     

    (ii)           that
Lender’s Commitment of the Revolving Credit.

     

    (b)           No
Lender shall have any liability to the Borrowers on account of the failure of
any other Lender to provide any Revolving Credit Loan nor any obligation to make
up any shortfall which may be created by such failure.

     

    3-21.         Replacement
Lenders.  In the event that the Borrowers become obligated to
pay additional amounts or increased amounts to, or receive notice from, any
Lender pursuant to Sections 3-9, 3-18 or 3-19 hereof (an “Affected Lender”), then,
unless such Affected Lender has theretofore removed or cured the conditions
which resulted in the obligation to pay such additional amounts or increased
amounts, and so long as no Event of Default then exists, the Borrowers may, on
thirty (30) Business Day’s prior written notice from the Lead Borrower to the
Administrative Agent and the Affected Lender, cause the Affected Lender to (and
such Affected Lender shall) assign without recourse, such Affected Lender’s
Commitment at such time together with all accrued but unpaid interest and fees
to either (x) another Lender willing to accept such assignment, or (y) to an
Eligible Assignee, to the extent available, in each instance pursuant to the
provisions of Section 14-13 below. Each of the Administrative Agent and
the Affected Lender shall reasonably cooperate with the Lead Borrower, without
recourse to either such Person, in effectuating the replacement of such Affected
Lender under this Section. The exercise by the Borrowers of their rights under
this Section shall be at the Borrowers’ sole cost and expense and at no cost or
expense to the Administrative Agent, the Affected Lender or any of the other
Lenders.  The terms of this Section shall not in any way limit the
Borrowers’ obligation to pay to any Affected Lender compensation owing to such
Affected Lender pursuant to Section 3-18 or 3-19.

     

    ARTICLE 4 – THE TERM
LOAN

     

    4-1.           The Term Loan. 
Subject to the terms and conditions set forth in this Agreement, each Lender
severally agrees to lend to the Borrowers on the Closing Date such Lender’s
Commitment Percentage of the term loan facility in the aggregate original
principal sum of Forty Million Dollars ($40,000,000.00) (the “Term Loan”) to the Borrowers
pursuant to the Borrowers’ Term Notes of even date (hereinafter, collectively,
the “Term Note”) payable
to such Lender in a principal amount equal to each such Lender’s Commitment
Percentage of the Term Loan, in the form of EXHIBIT 4-1, annexed hereto,
and repayable with interest as provided herein.  In the event that a
Term Note is ever lost, mutilated, or destroyed, the Borrowers shall execute a
replacement thereof and deliver such replacement to the subject Lender, subject
to such Lender providing a commercially reasonable indemnity in connection
therewith.

     

    4-2.           Interest Payments on the
Term Loan.

     

    (a)           At
the Lead Borrower’s option and in accordance with the terms of this Agreement,
the Term Loan shall bear interest at the Base Rate or the LIBOR Rate, as
specified

     


    
      
        1097265.4

      

      
        -33-

        
          

        

      

      
        
        

      

    


    from time
to time by the Lead Borrower in the Renewal/Conversion Notice with respect to
any portion of the Term Loan or as otherwise provided in this
Agreement.

     

    (b)           Interest
on the Term Loan shall be payable in arrears on the applicable Interest Payment
Date and on the Termination Date.

     

    (c)           Following
the occurrence and during the continuance of any Event of Default (and whether
or not the Lenders exercise their rights on account thereof), upon notice from
the Administrative Agent to the Lead Borrower, the outstanding principal balance
of the Term Loan shall bear interest at a rate per annum equal to the rate
(including the Base Rate Margin or the LIBOR Margin, as applicable) in effect
from time to time plus two and 00/100 percent (2.00%) per annum.

     

    4-3.           Principal Payments on the
Term Loan.  The Borrowers shall repay the outstanding principal
balance of the Term Loan as follows:

     

    (a)           (i)           Each
of the Borrowers jointly and severally promises to pay to the Administrative
Agent, for the pro-rata accounts of the Lenders, the principal amount of the
Term Loan, in equal consecutive quarterly installments of Two Million Dollars
($2,000,000) each, such quarterly installments to be due and payable on December
31st, March
31st, June
30th
and September 30th of each
calendar year, commencing on December 31, 2008.  Each of the Borrowers
further agrees to pay to the Administrative Agent, for the pro-rata accounts of
the Lenders, interest on the unpaid principal amount of the Term Loan from time
to time outstanding from the date hereof until payment in full thereof at the
rates per annum and on the dates set forth in Section 4.2 above.

     

    (ii)           On
the Maturity Date for the Term Loan (or such earlier date on which the Term Loan
becomes due and payable pursuant to Article 12 below), the entire outstanding
balance of the Term Loan (including without limitation, all unpaid principal,
all accrued but unpaid interest and all unpaid fees, charges, costs and
expenses) shall be immediately due and payable in full.

     

    (iii)           The
Borrower acknowledges that the Term Loan payment schedule provided herein for
the periodic payment of unpaid principal of the Term Loan is longer than the
time which will elapse until the Maturity Date for the Term Loan, and that a
substantial balance or “balloon” payment of principal may be required on the
Maturity Date for the Term Loan.

     

    (b)           In
addition to the principal payments required pursuant to subsection (a) above,
the Borrowers shall pay the Administrative Agent, for the ratable benefit of the
Lenders, the net proceeds of (i) sales of assets not in the ordinary course of
business (other than any sale or the disposition of assets of the Metrigraphics
Precision Manufacturing Group for which the net proceeds therefrom shall be
retained by the Lead Borrower), less reasonable fees and commissions and, as
long as no Event of Default then exists, capital gains or other income taxes
paid or payable as a result of any such sale or disposition (after taking into
account any available tax credits or deductions), (ii) 100% of the net proceeds
of any equity offerings by the

     


    
      
        1097265.4

      

      
        -34-

        
          

        

      

      
        
        

      

    


    Borrowers,
(iii) debt issuances (other than, if no Event of Default then exists, in
connection with any indebtedness permitted by Section 6-7 or
refinancing thereof pursuant to Section 6-7(d), and (iv) casualty and
condemnation proceeds (except to the extent utilized to replace or repair the
property subject to the casualty as long as no Event of Default then
exists).  Such net proceeds will be applied first to the outstanding
principal balance under Term Loan in inverse order of maturity until the Term
Loan is paid in full, and thereafter, to all accrued and unpaid interest and
then outstanding principal due under the Revolving
Credit.  Application of each such payment required hereunder shall not
postpone or relieve the Borrowers of their obligations to make the scheduled
principal payments required by subsection (a) above.

     

    (c)           The
Borrowers may prepay all or any portion of the Term Loan without premium or
penalty as provided for in Section 3-10, except for any amounts required to be
paid pursuant to Section 3-10(d).  No such prepayment shall postpone
or relieve the Borrowers of their obligations to make the scheduled principal
payments required by subsection (a) above.  No amount repaid under the
Term Loan may be re-borrowed.

     

    4-4.           Term Loan
Advances.  The Term Loan shall be fully funded on the Closing
Date, and no further advances shall be made under the Term Loan.

     

    4-5.           Administrative Agent’s
Records.  The entries on the records of the Administrative
Agent concerning the Term Loan shall be prima facie evidence of the aggregate
principal amount outstanding thereunder and interest accrued
thereon.  Any statement rendered by the Administrative Agent to the
Lead Borrower concerning the Term Loan shall be considered correct and accepted
by the Borrowers and shall be conclusively binding upon the Borrowers unless the
Lead Borrower provides the Administrative Agent with written objection thereto
within thirty (30) days from the mailing of such statement, which written
objection shall indicate, with particularity, the reason for such
objection.

     

    4-6.           Interest Rate
Protection.  Within thirty (30) days of the Closing Date, the
Borrowers, at their sole expense, shall secure interest rate protection
agreements, in form and substance acceptable to the Administrative Agent, in its
sole reasonable discretion, applicable to not less than fifty percent (50%) of
the outstanding principal balance of the Term Loan. The Administrative Agent
shall endeavor to, and any Lender may also, offer such interest rate protection
agreements to the Borrowers on the terms and conditions generally offered by the
Administrative Agent or such Lender, as the case may be, to its other similarly
situated borrowers.  Any such interest rate protection agreements
shall be collaterally assigned to the Administrative Agent, for the ratable
benefit of the Lenders until the indefeasible payment in full of the Term
Loan.

     

    ARTICLE 5 - CONDITIONS
PRECEDENT.

     

    Precedent
to the effectiveness of this Agreement, the establishment of the financing
arrangements contemplated hereby, the making of the first loan under the
Revolving Credit and the funding of the Term Loan, the documents respectively
described in Section 5-1 through and including Section 5-9, each in
form and substance satisfactory to the Administrative Agent shall

     


    
      
        1097265.4

      

      
        -35-

        
          

        

      

      
        
        

      

    


    have been
delivered to the Administrative Agent, and the conditions respectively described
in Sections 5-10 through and including 5-14, shall
have been satisfied:

     

    5-1.           Due Diligence.

     

    (a)           Certificates
of corporate or limited liability company good standing issued by the respective
Secretary of State of the Borrowers’ state of organization.

     

    (b)           A
Certificate of each Borrower’s Assistant Clerk of the due adoption, continued
effectiveness, and setting forth the texts of, each corporate or limited
liability company resolution adopted in connection with the establishment of the
loan arrangement contemplated by the Loan Documents and attesting to the true
signatures of each Person authorized as a signatory to any of the Loan
Documents.

     

    5-2.           Opinion.  An
opinion of counsel to the Borrowers in form and substance satisfactory to the
Administrative Agent.

     

    5-3.           Officers’
Certificates.  A Certificate executed by the President and the
Treasurer of each Borrower and stating that, among other things, the
representations and warranties made by such Borrower to the Administrative Agent
and the Lenders in the Loan Documents are true and complete as of the date of
such Certificate, that no event has occurred which is or which, solely with the
giving of notice or passage of time (or both) would be an Event of Default, and
that certain provisions of this Agreement concerning the waiver of jury trial,
the designation of and submission to the exclusive jurisdiction and venue of
certain courts, and other various waivers and indemnifications have brought to
such Borrower’s attention.

     

    5-4.           Pledge
Agreement.  The Administrative Agent shall have received the
Pledge Agreement.

     

    5-5.           Lien Search
Results.  The Administrative Agent shall have received the
results of UCC and tax lien searches (and the equivalent thereof in all
applicable foreign jurisdictions) with respect to the Borrowers in form and
substance reasonably satisfactory to the Administrative Agent.

     

    5-6.           Consents and
Approvals.  All necessary consents and approvals to the
transactions contemplated hereby shall have been obtained and shall be
reasonably satisfactory to the Administrative Agent.

     

    5-7.           All Fees and Expenses
Paid. All
fees due at or immediately after the first funding under the Revolving Credit
and all costs and expenses incurred by the Administrative Agent in connection
with the establishment of the credit facilities contemplated hereby (including
the reasonable fees and expenses of counsel to the Administrative Agent) shall
have been paid in full.

     

    5-8.           Lockbox.  The
lockbox agreement required under Section 6-3 below.

     


    
      
        1097265.4

      

      
        -36-

        
          

        

      

      
        
        

      

    


    5-9.           Additional
Documents.  Such additional instruments and documents as the
Administrative Agent or their counsel reasonably may require or
request.

     

    5-10.                      No Defaults under Applicable
Law or Material Agreements.  The
consummation of the transactions contemplated hereby shall not (a) violate any
Requirement of Law or (b) conflict with, or result in a default or event of
default under, any material agreement of any Borrower.

     

    5-11.                      No
Litigation.  Except as noted on EXHIBIT 6-17,
there shall not exist any litigation or other proceedings the result of which
would have a Material Adverse Change.

     

    5-12.                      Representations and
Warranties.  Each of the representations made by or on behalf
of any Borrower in this Agreement or in any of the other Loan Documents or in
any other report, statement, document, or paper provided by any or on behalf of
any Borrower shall be true and complete in all material respects as of the date
as of which such representation or warranty was made.

     

    5-13.                      No Suspension
Event.  No Suspension Event shall then exist.

     

    5-14.                      No Adverse
Change.  Except as noted on EXHIBIT 5-14,
no event shall have occurred or failed to occur, which occurrence or failure had
or could reasonably be expected to have a materially adverse effect upon the
Borrowers’ financial condition, operating results, or cash flows from the
Borrowers’ financial condition at December 31, 2007.

     

    5-15.                      Consummation of Kadix
Acquisition.  The Kadix Acquisition shall have been consummated
to the satisfaction of the Administrative Agent and the Lead Borrower shall have
provided the Administrative Agent with copies of the final executed Acquisition
Documentation, with all schedules and exhibits thereto.

     

    ARTICLE 6 -
GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS.

     

    To induce
the Administrative Agent and the Lenders to establish the loan arrangement
contemplated herein and to make Loans and advances and to provide financial
accommodations under the Revolving Credit (each of which Loans shall be deemed
to have been made in reliance thereupon), and to make the Term Loan, the
Borrowers, in addition to all other representations, warranties, and covenants
made by the Borrowers in any other Loan Document, make those representations,
warranties, and covenants included in this Agreement.

     

    6-1.           Payment and Performance of
Liabilities.  The Borrowers shall pay each Liability when due
(or when demanded if payable on demand) or within any applicable grace period
and shall promptly, punctually, and faithfully perform each other
Liability.

     

    6-2.           Due Organization -
Authorization - No Conflicts.

     

    (a)           Each
Borrower presently is, and shall hereafter remain, in good standing as a
corporation or a limited liability company, as the case may be, in the State
referenced in the Preamble hereto and is, and shall hereafter remain, duly
qualified and in good standing in every

     


    
      
        1097265.4

      

      
        -37-

        
          

        

      

      
        
        

      

    


    other
State in which, by reason of the nature or location of such Borrower’s assets or
operation of such Borrower’s business, such qualification may be necessary,
except for such States in which failure to be so qualified and in good standing
would not result in a Material Adverse Change.

     

    (b)           Each
Subsidiary is listed on EXHIBIT
6-2,
annexed hereto.  Each Subsidiary is, and shall hereafter remain, in
good standing in the State in which incorporated or organized and is, and shall
hereafter remain, duly qualified in each other State in which, by reason of such
entity’s assets or the operation of such entity’s business, such qualification
may be necessary, except for such States in which failure to be so qualified and
in good standing would not result in a Material Adverse Change.  The
Borrowers shall provide the Administrative Agent with prior written notice of
any entity’s becoming or ceasing to be a Subsidiary.

     

    (c)           Each
Borrower has all requisite corporate or limited liability company power, as the
case may be, and authority to execute and deliver to the Administrative Agent
all and singular the Loan Documents to which such Borrower is a party and has
and will hereafter retain all requisite corporate or limited liability company
power, as the case may be, to perform all and singular the
Liabilities.

     

    (d)           The
execution and delivery by each Borrower of each Loan Document to which it is a
party; each Borrower’s consummation of the transactions contemplated by such
Loan Documents; and each Borrower’s performance under those of the Loan
Documents to which it is a party; the borrowings hereunder; and the use of the
proceeds thereof:

     

    (i)           Have
been duly authorized by all necessary corporate or limited liability company
action.

     

    (ii)           Do
not, and will not, contravene in any material respect any provision of any
Requirement of Law or obligation of such Borrower.

     

    (iii)           Will
not result in the creation or imposition of, or the obligation to create or
impose, any Encumbrance (other than Permitted Liens) upon any assets of any
Borrower pursuant to any Requirement of Law or obligation.

     

    (e)           The
Loan Documents have been duly executed and delivered by each Borrower party
thereto and are the legal, valid and binding obligations of each Borrower party
thereto, enforceable against each Borrower party thereto in accordance with
their respective terms.

     

    6-3.           Maintain
Accounts.  To permit the Administrative Agent to monitor the
Borrowers’ financial performance and condition, each Borrower shall maintain all
of such Borrower’s depository accounts with any of the Lenders or other
depository institutions disclosed to, and reasonably acceptable to the
Administrative Agent, with all significant deposits to be maintained with any
Lender.  Upon the occurrence of an Event of Default which continues
uncured or waived, all third party depository accounts shall be transferred to,
maintained with, and controlled by the Administrative Agent. Any amounts not
deposited directly with the Lenders and received by any third party institution
during any transition shall be transferred on a daily basis to an account
established and controlled by the Administrative Agent.

     


    
      
        1097265.4

      

      
        -38-

        
          

        

      

      
        
        

      

    


    6-4.           Trade Names.

     

    (a)           The
conduct by any Borrower of such Borrower’s business does not infringe on the
patents, industrial designs, trademarks, trade names, trade styles, brand names,
service marks, logos, copyrights, trade secrets, know-how, confidential
information, or other intellectual or proprietary property of any third Person,
that could result in a Material Adverse Change.

     

    (b)           Each
Borrower owns and possesses, or has the right to use, all patents, industrial
designs, trademarks, trade names, trade styles, brand names, service marks,
logos, copyrights, trade secrets, know-how, confidential information, and other
intellectual or proprietary property of any third Person necessary for such
Borrower’s conduct of its business.

     

    6-5.           Locations.  All
of the assets of the Borrowers, and the books, records, and papers of the
Borrowers pertaining thereto, are kept and maintained solely at the chief
executive offices of the Borrowers stated in the Preamble of this Agreement, and
at those locations which are listed on EXHIBIT 6-5, annexed hereto,
which EXHIBIT includes all service bureaus with which any such records are
maintained and the names and addresses of each of the Borrower’s
landlords.  The Borrowers shall not remove any of the books, records,
and papers of the Borrowers pertaining to the assets of the Borrowers from said
chief executive offices or those locations listed on EXHIBIT
6-5.

     

    6-6.           Title to Assets.  Each
Borrower is, and shall hereafter remain, the owner of all of its present and
future assets, free and clear of all Encumbrances, other than the following
(“Permitted
Liens”):

     

    (a)           The
mortgages and security interests (including Capital Leases) referred to in EXHIBIT 6-6 attached hereto, or any
renewal, extension or refunding of any such mortgage or security interest in an
amount not exceeding the amount thereof remaining unpaid immediately prior to
such renewal, extension or refunding;

     

    (b)           Liens
for taxes and other amounts not yet delinquent or being contested in good faith
as provided in Section 6-13; liens in connection with
workmen’s compensation, unemployment insurance or other social security
obligations; liens securing the performance of bids or performance bonds,
tenders, contracts, leases, statutory obligations, surety and appeal bonds,
liens to secure progress or partial payments and other liens of like nature
arising in the ordinary course of business; mechanics’, workmen’s,
materialmen’s, carrier’s, warehousemen’s, or other like liens arising in the
ordinary course of business in respect of obligations which are not yet due or
which are being contested in good faith; and other liens or encumbrances
incidental to the conduct of the business of any Borrower or any Subsidiary or
to the ownership of their respective properties or assets, which were not
incurred in connection with the borrowing of money or the obtaining of credit
and which do not, individually or in the aggregate, materially detract from the
value of the properties or assets of the Borrowers and their Subsidiaries or
materially affect the use thereof in the operation of their
business;

     

    (c)           Encumbrances
in the nature of (i) zoning restrictions, (ii) easements, (iii) restrictions of
record on the use of real property, (iv) landlords’ and lessors’ encumbrances
on

     


    
      
        1097265.4

      

      
        -39-

        
          

        

      

      
        
        

      

    


    rented
premises and (v) restrictions on transfers or assignments of leases, which in
each case do not, individually or in the aggregate, materially detract from the
value of the encumbered property or impair the use thereof in the business of
any Borrower or any Subsidiary;

     

    (d)           Liens
in respect of judgments or awards, to the extent that such judgments or awards
are permitted by Section 6-7(j);

     

    (e)           Restrictions
under federal and state securities laws on the transfer of
securities;

     

    (f)           Restrictions
under foreign trade regulations, other governmental rules and regulations, and
subcontracts on the transfer or licensing of certain assets of the Borrowers and
their Subsidiaries;

     

    (g)           Liens
and security interests granted to third parties in connection with purchase
money security interest or leases to secure amounts not to exceed $1,500,000 in
the aggregate at any time outstanding; and

     

    (h)           Liens
on assets in existence at the time such assets are acquired pursuant to a
Permitted Acquisition, provided that such liens are not incurred in connection
with, or in anticipation of, such Permitted Acquisition and do not attach to any
other assets of any Borrower or any Subsidiary.

     

    The
Borrowers have not, and shall not, enter into a negative pledge agreement, or
similar agreement, affecting their assets with any other party.

     

    6-7.           Indebtedness.  The
Borrowers do not, and shall not hereafter, have any Indebtedness with the
exceptions of:

     

    (a)           Indebtedness
to the Administrative Agent and the Lenders under this Agreement and the other
Loan Documents;

     

    (b)           Indebtedness
existing as of the Closing Date of any wholly-owned Subsidiary to a Borrower or
any other wholly-owned Subsidiary and of a Borrower to any wholly-owned
Subsidiary; provided, however, that (i) all
moneys due from a Borrower to any Subsidiary which is not a Borrower will be
expressly constituted as a Subordinated Debt and (ii) no Borrower shall repay
any such moneys due to any Subsidiary at any time unless no Event of Default
exists and no event which, with the giving of notice or lapse of time or both,
would constitute an Event of Default exists or will exist after such
repayment;

     

    (c)           Current
liabilities of a Borrower or any Subsidiary (other than for borrowed money)
incurred in the ordinary course of its business and in accordance with customary
trade practices;

     

    (d)           Existing
Indebtedness of a Borrower or any Subsidiary referred to in EXHIBIT 6-7
attached hereto, and renewals and extensions thereof, provided that (i) the
aggregate principal amount of such Indebtedness is not at any time increased,
(ii) no material terms applicable to such Indebtedness shall be more favorable
to the renewal or extension lenders than

     


    
      
        1097265.4

      

      
        -40-

        
          

        

      

      
        
        

      

    


    the terms
that are applicable to the holders of such Indebtedness on the date hereof and
(iii) the interest rate applicable to such Indebtedness shall be a market
interest rate as of the time of such renewal or extension;

     

    (e)           Indebtedness
of a Borrower or any Subsidiary secured by Permitted Liens;

     

    (f)           Indebtedness
of a Borrower or any Subsidiary in respect of guarantees to the extent the
underlying Indebtedness is permitted by this Section 6-7;

     

    (g)           Subordinated
Debt;

     

    (h)           Unfunded
pension and benefit liabilities so long as each Borrower is in compliance with
Section 6-15, provided that the Lead
Borrower’s excess of the present value of accrued pension benefits over the
value of plan assets shall not exceed $20,000,000 as determined under the plan’s
assumptions for funding purposes.

     

    (i)           To
the extent payment thereof shall not at the time be required by Section 6-13,
Indebtedness in respect of taxes, assessments, governmental charges and claims
for labor, material and supplies;

     

    (j)           Indebtedness
in respect of judgments or awards (i) which have been in force for less than the
applicable appeal period or (ii) in respect to which any Borrower or any
Subsidiary shall at the time in good faith be prosecuting an appeal or
proceedings for review, and in each case such Borrower or such Subsidiary shall
have taken appropriate reserves therefor in accordance with GAAP;

     

    (k)           Indebtedness
in respect of deferred taxes arising in the ordinary course of
business;

     

    (l)           Any
other unsecured Indebtedness in an amount not to exceed $ 1,000,000, in the
aggregate at any time outstanding; and

     

    (m)           Indebtedness
in the nature of Capital Leases permitted by Section 6-20
hereunder.

     

    6-8.           Insurance
Policies.

     

    (a)           EXHIBIT 6-8, annexed hereto, is a
schedule of all insurance policies owned by any Borrower or under which any
Borrower is the named insured.  Each of such policies is in full force
and effect.  Neither any Borrower nor, to the knowledge of the
Borrowers, the issuer of any such policy is in default or violation of any such
policy.

     

    (b)           Each
Borrower will maintain or cause to be maintained on all insurable properties now
or hereafter owned by such Borrower or any Subsidiary insurance against loss or
damage by fire or other casualty to the extent customary with respect to like
properties of companies conducting similar businesses and will maintain or cause
to be maintained public liability and workmen’s compensation insurance insuring
such Borrower and its Subsidiaries to the extent customary with respect to
companies conducting similar businesses and, upon request, will

     


    
      
        1097265.4

      

      
        -41-

        
          

        

      

      
        
        

      

    


    furnish
to the Administrative Agent satisfactory evidence of the same.  In the
event of the failure by any Borrower to maintain insurance as required herein,
the Administrative Agent, at its option, may obtain such insurance at the cost
and expense of the Borrowers.  Each Borrower shall furnish to the
Administrative Agent certificates or other evidence reasonably satisfactory to
the Administrative Agent regarding compliance by such Borrower with the
foregoing insurance provisions.

     

    6-9.           Licenses.  EXHIBIT 6-9,
annexed hereto, is a schedule of all material license, distributor, franchise,
and similar agreements issued to any Borrower, or to which any Borrower is a
party.  Each of such agreements is in full force and
effect.  Neither any Borrower nor, to the knowledge of the Borrowers,
any other party to any such agreement is in material default or violation of any
such agreement and no Borrower has received any notice or threat of cancellation
of any such agreement.

     

    6-10.                      Leases.  EXHIBIT 6-10,
annexed hereto, is a schedule of all presently effective Leases and Capital
Leases having an outstanding amount due in excess of $500,000.  Each
of such Leases and Capital Leases is in full force and
effect.  Neither any Borrower nor, to the knowledge of the Borrowers,
any other party to any such Lease or Capital Lease is in material default or
violation of any such Lease or Capital Lease and no Borrower has received any
notice or threat of cancellation of any such Lease or Capital
Lease.  Each Borrower hereby authorizes the Administrative Agent at
any time and from time to time after the occurrence and during the continuance
of any Event of Default to contact any of the Borrowers’ landlords in order to
confirm each Borrower’s continued compliance with the terms and conditions of
any Lease between such Borrower and that landlord and to discuss such issues,
concerning such Borrower’s occupancy under such Lease, as the Administrative
Agent may determine.  Borrower further represents that the aggregate
amount due under all other present Leases and Capital Leases not set forth in
EXHIBIT 6-10
does not exceed $1,000,000.

     

    6-11.                      Requirements of
Law.  Except as set forth on EXHIBIT 6-11,
each Borrower is in material compliance with, and shall hereafter comply with
and use its assets in material compliance with, all Requirements of
Law.  No Borrower has received any notice of any material violation of
any Requirement of Law, which material violation has not been cured or otherwise
remedied.

     

    6-12.                      Maintain
Properties.  Each Borrower
shall:

     

    (a)           Keep
its assets in good order and repair (ordinary reasonable wear and tear and
insured casualty excepted).

     

    (b)           Not
suffer or cause the waste or destruction of any material part of its
assets.

     

    (c)           Not
use any of its assets in violation of any policy of insurance thereon.


     

    (d)           Not
sell, lease, or otherwise dispose of any of its assets, other than as set forth
in Section 6-22.

     

    6-13.                      Pay Taxes.

     


    
      
        1097265.4

      

      
        -42-

        
          

        

      

      
        
        

      

    


    (a)           Except
as set forth in EXHIBIT
6-13,
to the best of the Borrowers’ knowledge, there are no examinations of or with
respect to any Borrower presently being conducted by the Internal Revenue
Service or any state taxing authority.

     

    (b)           Except
as set forth in EXHIBIT
6-13 and
except as would not be material, each Borrower has, and hereafter shall: pay, as
they become due and payable, all taxes and unemployment contributions and other
charges of any kind or nature levied, assessed or claimed against such Borrower
or its assets by any Person whose claim could result in an Encumbrance upon any
asset of such Borrower or by any governmental authority; properly exercise any
trust responsibilities imposed upon such Borrower by reason of withholding from
employees’ pay; timely make all contributions and other payments as may be
required pursuant to any Employee Benefit Plan now or hereafter established by
such Borrower; and timely file all tax and other returns and other reports with
each governmental authority to whom each Borrower is obligated to so file, provided that neither any
Borrower nor any Subsidiary shall be required to pay any such tax, assessment,
charge, levy or claim if the amount, applicability or validity thereof shall
currently be contested in good faith by appropriate proceedings promptly
initiated and diligently conducted and if such Borrower or such Subsidiary, as
the case may be, shall have set aside on its books such reserves, if any, with
respect thereto as are required by GAAP and deemed appropriate by such Borrower
and its independent public accountants.

     

    (c)           Except
as set forth in EXHIBIT 6-13,
subject to the Borrowers’ rights under subsection (b) above, in the event of the failure
by any Borrower to comply with subsection (b) above, the Administrative Agent, at
its option, may, but shall not be obligated to, pay any taxes, unemployment
contributions, and any and all other charges levied or assessed upon such
Borrower or its assets by any Person or governmental authority, and make any
contributions or other payments on account of any Borrower’s Employee Benefit
Plan as the Administrative Agent, in the Administrative Agent’s reasonable
discretion, may deem necessary or desirable to protect, maintain or preserve any
or all of the properties or assets of such Borrower or the value thereof or any
right or remedy pertaining thereto; provided, however, the
Administrative Agent’s making of any such payment shall not constitute a cure or
waiver of any Event of Default occasioned by such Borrower’s failure to have
made such payment.

     

    6-14.                      No Margin
Stock.  No Borrower is engaged in the business of extending
credit for the purpose of purchasing or carrying any margin stock (within the
meaning of Regulations U. and X. of the Board of Governors of the Federal
Reserve System of the United States).  No part of the proceeds of any
borrowing from any Lender will be used at any time to purchase or carry any such
margin stock or to extend credit to others for the purpose of purchasing or
carrying any such margin stock.

     

    6-15.                      ERISA.  Neither
any Borrower nor any ERISA Affiliate shall:

     

    (a)           Materially
violate or fail to be in material compliance with the terms of any Borrower’s
Employee Benefit Plan.

     

    (b)           Fail
timely to file all material reports and filings required by ERISA to be filed by
any Borrower that may result in material liability to any Borrower.

     


    
      
        1097265.4

      

      
        -43-

        
          

        

      

      
        
        

      

    


    (c)           Engage
in any non-exempt “prohibited transactions” or any “reportable events” for which
reportable events notice to the Pension Benefit Guaranty Corporation is not
waived pursuant to regulations (respectively as described in
ERISA).

     

    (d)           Engage
in, or commit, any act such that a material tax or penalty could be imposed upon
any Borrower on account thereof pursuant to ERISA.

     

    (e)           Accumulate
any material funding deficiency within the meaning of ERISA, except to the
extent permitted by Section 6-7(h).

     

    (f)           Terminate
any Employee Benefit Plan such that a lien in any material amount could be
asserted against any material assets of any Borrower on account thereof pursuant
to ERISA.

     

    (g)           Be
a member of, contribute to, or have any material obligation under any Employee
Benefit Plan which is a multiemployer plan within the meaning of Section 4001(a)
of ERISA that subjects it to a material potential withdrawal liability under
Title IV of ERISA.

     

    6-16.                      Hazardous
Materials.

     

    (a)           Except
as set forth on EXHIBIT
6-16,
no Borrower has: (2) been legally responsible for any release or threat of
release of any Hazardous Material or (3) received notification of any release or
threat of release of any Hazardous Material from any site or vessel occupied or
operated by any Borrower and/or of the incurrence of any expense or loss in
connection with the assessment, containment, or removal of any release or threat
of release of any Hazardous Material from any such site or vessel.

     

    (b)           Each
Borrower shall: (4) dispose of any Hazardous Material only in compliance with
all Environmental Laws and (5) not store on any site or vessel occupied or
operated by any Borrower and not transport or arrange for the transport of any
Hazardous Material, except if such storage or transport is in the ordinary
course of any Borrower’s business and is in compliance with all Environmental
Laws.

     

    (c)           Each
Borrower shall provide the Administrative Agent with written notice upon such
Borrower’s obtaining knowledge of any incurrence of any expense or loss by any
governmental authority or other Person in connection with the assessment,
containment, or removal of any Hazardous Material, for which expense or loss any
Borrower may be liable.

     

    6-17.                      Litigation.  Except
as set forth on EXHIBIT
6-17,
there is not presently pending or threatened by or against any Borrower any
suit, action, proceeding, or investigation which, if determined adversely to
such Borrower, would result in a Material Adverse Change upon the Borrowers’
financial condition, taken as a whole, or ability to conduct their business as
such business is presently conducted or is contemplated to be conducted in the
foreseeable future.

     

    6-18.                      Dividends and
Redemptions.  None of the Borrowers will:

     


    
      
        1097265.4

      

      
        -44-

        
          

        

      

      
        
        

      

    


    (a)           Pay
any cash dividend or make any other distribution other than stock dividends in
respect of any class of such Borrower’s capital stock, except for distributions
by any Borrower to the Lead Borrower.

     

    (b)           Redeem,
retire, defease, purchase or otherwise acquire any shares of any class of
capital stock (or set aside or otherwise deposit or invest any sums for such
purpose) for any consideration other than common stock or apply or set apart any
sum, or make any other distribution (by reduction of capital or otherwise) in
respect of any such shares or agree to do any of the foregoing, except for the
periodic redemption or repurchase of capital stock, provided that (i) no Event of
Default is then existing and would not exist after giving effect to any
contemplated redemption or repurchase and (ii) all such redemptions or
repurchases shall in no event exceed the lesser of (A) ten percent (10%) of the
then outstanding capital stock of any Borrower, or (B) $10,000,000 in the
aggregate.

     

    6-19.                      Guarantees and
Investments.  None of the Borrowers will, nor will any Borrower
permit any Subsidiary to, make or permit to remain outstanding any loan or
advance to, or guarantee or endorse (except as a result of endorsing negotiable
instruments for deposit or collection in the ordinary course of business) or
otherwise assume or remain liable with respect to any obligation of, or make or
own any investment in, or acquire (except in the ordinary course of business)
the properties or assets of, any Person, except:

     

    (a)           Extensions
of credit by a Borrower or any Subsidiary in the ordinary course of business in
accordance with customary trade practices (including the acceptance of
promissory notes in respect of delinquent Accounts);

     

    (b)           The
presently outstanding Investments, loans and advances, if any, and the presently
existing guarantees, if any, of any Borrower and its Subsidiaries, all to the
extent set forth on EXHIBIT
6-19
attached hereto;

     

    (c)           Direct
obligations of the United States of America or any department or agency thereof
maturing not more than one year from the date of acquisition
thereof;

     

    (d)           Certificates
of deposit, repurchase agreements, time deposits (including sweep accounts),
demand deposits, bankers’ acceptances, money market deposits or other similar
types of Investments maturing not more than one year from the date of
acquisition thereof and evidencing direct obligations of any Lender or any
lender within the United States of America having capital surplus and undivided
profits in excess of $50,000,000;

     

    (e)           Investments
in commercial paper maturing within ninety (90) days from the date of
acquisition thereof and having, at such date of acquisition, rated at least P-1
by Moody’s or A-1 by S&P, or carrying an equivalent rating by a nationally
recognized rating agency;

     

    (f)           Any
mutual fund or other pooled investment vehicle which invests principally in
obligations described in subparagraphs (c), (d) or (e) above and having, at the
date of investment in such fund or vehicle, one of the two highest credit
ratings from Moody’s or S&P;

     


    
      
        1097265.4

      

      
        -45-

        
          

        

      

      
        
        

      

    


    (g)           Equity
investments by any Borrower’s wholly-owned Subsidiaries in any other
wholly-owned Subsidiary and of a Borrower in any of its wholly-owned
Subsidiaries;

     

    (h)           Guaranties
by a Borrower of the other Borrowers’ Indebtedness pursuant to the Revolving
Credit Loans;

     

    (i)           Guarantees
by a Borrower of Indebtedness and other obligations incurred by Subsidiaries to
the extent permitted by Section 6-7;

     

    (j)           Capital
Expenditures to the extent permitted by Section 6-29;

     

    (k)           Guarantees
by any Borrower of any of the other Liabilities;

     

    (l)           Any
new Capital Leases permitted under Section 6-20;

     

    (m)           Mergers
or consolidations permitted under Section 6-21:

     

    (n)           Any
Investment relating to any deferred portion of the purchase price in connection
with a permitted sale;

     

    (o)           Permitted
Acquisitions; and

     

    (p)           Any
other Investments or Guarantees in an amount not to exceed $2,000,000 in the
aggregate outstanding at any time;

     

    provided, however, if after
giving effect to any of the foregoing, any Borrower or any Subsidiary of any
Borrower shall create a Subsidiary, the Lead Borrower shall cause such
Subsidiary to execute and deliver to the Administrative Agent and the Lenders
such documentation as such Persons may reasonably require to (x) either (i) join
this Agreement as a “Borrower”, or (ii) execute a guaranty of the Liabilities,
and (y) to otherwise effectuate the intentions of this Agreement and the other
Loan Documents.

     

    6-20.                      New
Leases.  None of the Borrowers will, nor will any Borrower
permit any Subsidiary to, enter into any Capital Lease, except as permitted
below or as otherwise permitted under Sections 6-7 and 6-10.  From and after the
Closing Date, none of the Borrowers will, and none of the Borrowers will permit
any Subsidiary to, enter into any new lease during any fiscal year (including
any new Capital Leases, but excluding renewals of any existing leases) as lessee
if, immediately after giving effect thereto, the aggregate rental obligations
(excluding payments required to be made by the lessee in respect of taxes and
insurance whether or not denominated as rent, and excluding payments incurred in
connection with a renewal of any existing lease) of all of the Borrowers and
their respective Subsidiaries under all such leases entered into during such
fiscal year after the Closing Date shall exceed $2,000,000 in the aggregate in
such fiscal year; provided, however, that to the extent rental obligations under
any lease are reimbursable by such Borrower’s customer pursuant to a binding
contract between such Borrower and such customer, such rental obligations shall
be excluded from the foregoing provision of this sentence.  Upon the
reasonable request of the Administrative Agent, the Lead Borrower will obtain
a

     


    
      
        1097265.4

      

      
        -46-

        
          

        

      

      
        
        

      

    


    landlord’s
waiver reasonably acceptable to the Administrative Agent on any existing or new
leased location occupied by any Borrower.

     

    6-21.                      Mergers and
Consolidations.  None of the Borrowers will, nor will any
Borrower permit any Subsidiary to, enter into any merger or consolidation,
except the following:

     

    (a)           Any
wholly-owned Subsidiary of a Borrower may merge or be liquidated into a Borrower
or any other wholly-owned Subsidiary of a Borrower so long as after giving
effect to any such merger to which a Borrower is a party such Borrower shall be
the surviving or resulting Person;

     

    (b)           Mergers
constituting Investments permitted by Section 6-19(f) so long as after giving effect
to any such merger to which a Borrower is a party such Borrower shall be the
surviving or resulting Person; and

     

    (c)           Permitted
Acquisitions.

     

    6-22.                      Sale of Assets.

     

    (a)           Except
as expressly permitted under Section 6-21, none of the Borrowers will, nor
will any Borrower permit any Subsidiary to, sell, lease or otherwise dispose of
all or any substantial part of its properties or assets, except for the sale of
Metrigraphics Precision Manufacturing Group for fair market value in an arm’s
length transaction and except for the following: Each Borrower and its
Subsidiaries may sell or otherwise dispose of assets that are no longer used or
useful in the business of the applicable Borrower or Subsidiary, for fair market
value that, when aggregated with all other sales and dispositions pursuant to
this clause, is in exchange for up to $2,000,000 of gross sales proceeds
received by a Borrower; provided, however, that no
Borrower shall dispose of any portion of its books and records without the prior
consent of the Required Lenders; provided further that,
immediately before and after giving effect to any such disposition (including
the disposition of Metrigraphics Precision Manufacturing Group), no Event of
Default exists.  The Required Lenders’ consent shall be requested no
less than ten (10) days prior to the scheduled closing date of a proposed
sale.  The Net Proceeds of any sale shall be applied to the
outstanding principal balance of the Revolving Credit Loans.

     

    (b)           The
Lead Borrower may sell, lease or otherwise transfer any of its properties or
assets to any other Borrower, provided that (i) the
Borrowers provide a notice thereof to the Administrative Agent prior to each
such transfer (which notice shall include a description and a good faith
estimate of the fair market value of the property or assets being so transferred
and, to the extent applicable, the revenues that were generated by such property
or assets in the immediately preceding fiscal year of the Lead Borrower), and
(ii) immediately before and after giving effect thereto no Event of Default
exists; and

     

    (c)           Each
Borrower and its Subsidiaries may license products and intangible assets for
fair market value in the ordinary course of business.

     


    
      
        1097265.4

      

      
        -47-

        
          

        

      

      
        
        

      

    


    6-23.                      Protection
of Assets.  Upon the occurrence and during the continuance of any
Event of Default, after notice to the Lead Borrower, the Administrative Agent,
at the Administrative Agent’s discretion, and from time to time, may discharge
any tax or Encumbrance on any of the properties or assets of the Borrowers, or
take any other action that the Administrative Agent may deem necessary or
desirable to repair, insure, maintain or preserve any such properties or
assets.  The Administrative Agent shall not have any obligation to
undertake any of the foregoing and shall have no liability on account of any
action so undertaken except where there is a specific finding in a judicial
proceeding (in which the Administrative Agent has had an opportunity to be
heard), from which finding no further appeal is available, that Administrative
Agent had acted in actual bad faith or in a grossly negligent
manner.  Each Borrower shall pay to the Administrative Agent, on
demand, or the Administrative Agent, in its discretion, may add to the Loan
Account, all amounts paid or incurred by the Administrative Agent pursuant to
this section.  The obligation of the Borrowers to pay such amounts is
a Liability.

     

    6-24.                      Line of Business.  The
Borrowers shall not engage in any business other than the business in which they
are currently engaged or a business reasonably related thereto.

     

    6-25.                      Affiliate
Transactions.  Except as expressly permitted under Section
6-21,
the Borrowers shall not make any payment, nor give any value to any Related
Entity except for goods and services actually purchased by a Borrower from, or
sold by a Borrower to, such Related Entity for a price which shall

     

    (a)           be
competitive and fully deductible as an “ordinary and necessary business expense”
and/or fully depreciable under the Internal Revenue Code of 1986 and the
Treasury Regulations, each as amended; and

     

    (b)           not
differ from that which would have been charged in an arms length
transaction.

     

    6-26.                      Additional
Assurances.  Each Borrower shall execute and deliver to the
Administrative Agent such instruments, documents, and papers, and shall do all
such things from time to time hereafter as the Administrative Agent may request
to carry into effect the provisions and intent of this Agreement; and to comply
with all applicable statutes and laws.

     

    6-27.                      Adequacy of
Disclosure.

     

    (a)           All
annual and quarterly financial statements of the Borrowers furnished to the
Lenders by the Borrowers for any period ending on or after December 31, 2005
have been prepared in accordance with GAAP consistently applied and present
fairly the condition of the Borrowers at the date(s) thereof and the results of
operations and cash flows for the period(s) covered, except that quarterly
financial statements remain subject to year-end adjustments and the addition of
notes.  There has been no change in the financial condition, results
of operations, or cash flows of the Borrowers since the date(s) of such
financial statements, other than changes in the ordinary course of business,
which changes have not been materially adverse, either singularly or in the
aggregate, and other than the 2008 Reserve.

     


    
      
        1097265.4

      

      
        -48-

        
          

        

      

      
        
        

      

    


    (b)           The
Borrowers do not have any contingent obligations or obligation under any Lease
or Capital Lease which is not noted in the Borrowers’ financial statements
furnished to the Lenders or has been otherwise disclosed in writing to the
Lenders prior to the execution of this Agreement.

     

    (c)           To
the best of each Borrower’s knowledge, no document, instrument, agreement, or
paper (exclusive of projections delivered to the Lenders by the Borrowers in
good faith) now or hereafter given the Lenders by or on behalf of the Borrowers
or any guarantor of the Liabilities in connection with the Lenders’ execution of
this Agreement contains or will contain any untrue statement of a material fact
or omits or will omit to state a material fact necessary in order to make the
statements therein not misleading.  Except as set forth on EXHIBIT 5-14,
there is no fact known to any Borrower which has resulted in, or which, in the
foreseeable future could result in, a Material Adverse Change on the financial
condition of any Borrower or any such guarantor which has not been disclosed in
writing to the Lenders.

     

    6-28.                      Government
Contracts.  Each Government Contract is valid, binding and in
full force and effect, and, other than as set forth on EXHIBITS 5-14 or 6-28,
there is no event which has occurred or exists, which constitutes or which with
notice, the happening of any event and/or the passage of time, would constitute,
a default or breach under any Government Contract or would cause the
acceleration of any obligation of any party thereto or give rise to any right of
termination or cancellation thereof.  Except as set forth on EXHIBITS 5-14 or 6-28,
the Borrowers have no reason to believe that the parties to the Government
Contracts will not fulfill their obligations thereunder in all material
respects.

     

    6-29.                      Capital
Expenditures.  None of the Borrowers will, nor will any
Borrower permit any Subsidiary to, make any Capital Expenditures during any
fiscal year of the Lead Borrower unless the aggregate amount of all Capital
Expenditures committed to be made by all Borrowers and their respective
Subsidiaries in such fiscal year does not exceed Six Million Five Hundred
Thousand Dollars ($6,500,000) in any fiscal year.

     

    6-30.                      Other
Covenants.  No Borrower shall indirectly do or cause to be done
any act which, if done directly by such Borrower, would breach any covenant
contained in this Agreement.

     

    ARTICLE 7- AMENDED AND
RESTATED LOAN AGREEMENT.

     

    This
Agreement amends and restates in its entirety that certain Third Amended and
Restated Loan Agreement dated as of September 29, 2006, by and among certain of
the Borrowers, the Administrative Agent and others named therein, which in turn
amended and restated that certain Amended and Restated Loan Agreement dated as
of September 1, 2004, by and among certain of the Borrowers, the Administrative
Agent and others named therein, which in turn amended and restated that certain
Loan and Security Agreement dated as of June 28, 2002, by and among certain of
the Borrowers, the Administrative Agent and others named therein, which in turn
amended and restated that certain Loan and Security Agreement dated as of
February 10, 2000 by and among certain of the Borrowers, the Administrative
Agent and others named therein (collectively, the “Existing Loan
Agreement”).  On the Closing Date, the

     


    
      
        1097265.4

      

      
        -49-

        
          

        

      

      
        
        

      

    


    rights
and obligations of the parties under the Existing Loan Agreement shall be
subsumed within and be governed by this Agreement; provided, however, that each of
the “Revolving Credit Loans” (as such term is defined in the Existing Loan
Agreement) outstanding under the Existing Loan Agreement on the Closing Date
shall, for purposes of this Agreement, be included as Revolving Credit Loans
hereunder and each of the “L/Cs” (as defined in the Existing Loan Agreement)
outstanding under the Existing Loan Agreement on the Closing Date shall be L/Cs
hereunder.

     

    ARTICLE 8
- FINANCIAL AND
OTHER REPORTING REQUIREMENTS/ FINANCIAL COVENANTS.

     

    8-1.           Maintain Records.  Each Borrower
shall:

     

    (a)           Keep
proper books of account, in which full, true, and accurate entries shall be made
of all of each Borrower’s transactions, all in accordance with GAAP applied
consistently with prior periods to fairly reflect the financial condition of
each Borrower at the close of, and its results of operations for, the quarterly
and annual periods or reporting.

     

    (b)           Keep
accurate current records of its properties and assets in accordance with such
Borrower’s normal business practices.

     

    (c)           Retain
independent certified public accountants who are reasonably satisfactory to the
Administrative Agent and instruct such accountants to fully cooperate with, and
be available to, the Administrative Agent to discuss such Borrower’s financial
performance, financial condition, operating results, controls, and such other
matters, within the scope of the retention of such accountants, as may be raised
by the Administrative Agent.

     

    (d)           Not
change such Borrower’s fiscal year.

     

    (e)           Not
change such Borrower’s taxpayer identification number.

     

    8-2.           Access to
Records.

     

    (a)           Each
Borrower shall, upon reasonable advance notice, accord the Administrative Agent
and the Administrative Agent’s representatives with access from time to time as
the Administrative Agent and such representatives may require to all properties
owned by or over which any Borrower has control, except to the extent such
information is classified.  The Administrative Agent, and such
representatives, shall have the right, and each Borrower will permit the
Administrative Agent and such representatives from time to time as the
Administrative Agent and such representatives may request, to examine, inspect,
copy, and make extracts from any and all of any Borrower’s books, records,
electronically stored data, papers, and files, except to the extent such
information is classified.  Each Borrower shall make the Borrowers’
copying facilities available to the Administrative Agent and such
representatives for reasonable copying of documents.

     

    (b)           Each
Borrower hereby authorizes the Administrative Agent and its representatives to
inspect, copy, duplicate, review, cause to be reduced to hard copy, run off,
draw off, and

     


    
      
        1097265.4

      

      
        -50-

        
          

        

      

      
        
        

      

    


    otherwise
use any and all computer or electronically stored information or data which
relates to any Borrower (except to the extent such information is classified),
which information or data is in the possession of any Borrower or any service
bureau, contractor, accountant, or other person, and directs any such service
bureau, contractor, accountant, or other person fully to cooperate with the
Administrative Agent and its representatives with respect thereto.

     

    8-3.           Prompt Notice to
Lender.  The Lead Borrower shall provide the Administrative
Agent with written notice promptly upon the occurrence of any of the following
events, which written notice shall be with reasonable particularity as to the
facts and circumstances in respect of which such notice is being
given:

     

    (a)           Any
change in any of the Borrower’s executive officers (as defined by the Securities
and Exchange Commission) or a majority of its directors in any fiscal
year.

     

    (b)           Any
material change to the terms of any material contract to which any Borrower is a
party which could result in a Material Adverse Change in the business,
operations, or financial status of any Borrower.

     

    (c)           Any
Material Adverse Change in the business, operations, or financial affairs of any
Borrower.

     

    (d)           Any
litigation which, if determined adversely to any Borrower, could reasonably be
expected to result in a Material Adverse Change in the financial condition of
any Borrower.

     

    8-4.           Financial Statements,
Certificates and Information.  Each Borrower will furnish or
cause to be furnished to each Lender:

     

    (a)           Within
one hundred twenty (120) days after the end of each fiscal year of the Lead
Borrower, (i) the Consolidated balance sheets of the Lead Borrower and its
Subsidiaries as at the end of such year and (ii) the related Consolidated
statements of income and surplus and cash flow for such year, setting forth in
comparative form with respect to such Consolidated financial statements figures
for the previous fiscal year, all in reasonable detail, together with the
opinion thereon of independent public accountants selected by the Lead Borrower
and reasonably satisfactory to the Lenders, which opinion shall be in form
generally recognized as unqualified and shall state that the financial
statements have been prepared in accordance with GAAP applied on a basis
consistent with that of the preceding fiscal year (except for changes, if any,
which shall be specified and approved in such opinion);

     

    (b)           Within
forty-five (45) days after the end of each of the first three quarterly
accounting periods in each fiscal year of the Lead Borrower, (i) the unaudited
Consolidated balance sheets of the Lead Borrower and its Subsidiaries as at the
end of such period, (ii) the related unaudited Consolidated statements of income
and surplus and cash flows for such period and for the period from the beginning
of the current fiscal year to the end of such period, all in reasonable detail
and signed by the chief financial officer or treasurer of the Lead
Borrower;

     

    (c)           Upon
furnishing any financial statement required pursuant to Sections 8-4(a) or 8-4(b), a Compliance Certificate
substantially in the form of EXHIBIT 8-4(c) attached hereto,
in

     


    
      
        1097265.4

      

      
        -51-

        
          

        

      

      
        
        

      

    


    each case
(A) as of the last Business Day of the immediately preceding reporting period,
and (B) signed by the chief financial officer or treasurer of the Lead
Borrower;

     

    (d)           Together
with the financial statements delivered pursuant to subparagraph (b) above,
a summary of each Borrower’s backlog of revenue-generating Government Contracts
as of the date of such financial statements;

     

    (e)           Upon
each request for a Loan in connection with a contemplated acquisition, a
covenant Compliance Certificate;

     

    (f)           Promptly,
but in no event later than ten (10) days, after the same become publicly
available, copies of all periodic and other reports, proxy statements and other
materials filed by the Lead Borrower with the Securities and Exchange Commission
(including all form 10Q’s and 10K’s), or any governmental authority succeeding
to any of or all of the functions of said Commission, or with any national
securities exchange, or distributed to its shareholders generally, as the case
may be (with the exhibits relating thereto to be provided, at the Lead
Borrower’s expense, upon the request of the Administrative Agent);

     

    (g)           Promptly,
but in no event later than ten (10) days, upon their becoming available, copies
of any periodic or special reports filed by any Borrower or any Subsidiary with
any federal, state or local governmental agency or authority, if such reports
indicate any Material Adverse Change in the business, operations, affairs, or
condition (financial or otherwise) of the Borrowers and the Subsidiaries, taken
as whole, or if copies thereof are requested by the Administrative Agent, and
copies of any notices and communications from any federal, state or local
governmental agency or authority which specifically relate to a Borrower or any
Subsidiary, which could result in a Material Adverse Change;

     

    (h)           Forthwith
upon any officer of any Borrower obtaining knowledge of any condition or event
which constitutes an Event of Default or which, after notice or lapse of time or
both, would constitute an Event of Default, a certificate given by such officer
specifying in reasonable detail the nature and period of existence thereof and
what action any Borrower has taken or proposes to take with respect
thereto;

     

    (i)           Within
forty-five (45) days of each fiscal year end of the Lead Borrower, annual
financial projections for the next fiscal year; and

     

    (j)           To
the extent not prohibited by applicable law, such other information regarding
the business, affairs and condition of the Borrowers and their respective
Subsidiaries as the Administrative Agent may from time to time reasonably
request.  To the extent not prohibited by applicable law, each
Borrower will permit the Administrative Agent or any Lender to inspect the books
and any of the properties or assets of such Borrower and its Subsidiaries at
such reasonable times as the Administrative Agent or such Lender, whichever is
applicable, may from time to time request.  All costs and expenses of
the Administrative Agent or any such Lender in connection with or relating to
any request made under this Section 8-4 shall, if no Event of Default has
occurred and is continuing, be paid by the Administrative Agent or such
Lender,

     


    
      
        1097265.4

      

      
        -52-

        
          

        

      

      
        
        

      

    


    whichever
is applicable, making such request and, upon the occurrence and during the
continuance of an Event of Default, be paid by the Borrowers.

     

    8-5.           Additional Financial
Information.  In addition to the foregoing, the Borrowers shall
promptly, but in no event later than ten (10) days, provide the Administrative
Agent with such other and additional information (except to the extent such
information is classified) concerning the Borrowers, the properties and assets
of the Borrowers, the operation of the Borrowers’ business, and the Borrowers’
financial condition, including original counterparts of financial reports and
statements, as Administrative Agent may from time to time reasonably request
from any Borrower, including, without limitation, such information with respect
to the status of any pending United States government audit of the Borrowers’
Government Contracts.

     

    8-6.           Audits and
Appraisals.

     

    (a)           So
long as no Event of Default has occurred and is continuing, the Administrative
Agent may, from time to time, conduct commercial finance audits of the
Borrowers’ books and records (in each event, at the Administrative Agent’s
expense), such exams to be conducted not more than once during any one (1)
consecutive twelve (12) month period.  After the occurrence of an
Event of Default which is continuing, the Administrative Agent may, from time to
time, conduct commercial finance audits of the Borrowers’ books and records (in
each event, at the Borrowers’ expense, but not to exceed $5,000.00 per
exam).

     

    (b)           The
Administrative Agent, at the expense of the Borrowers, may participate in and/or
observe each physical count and/or inventory of Inventory which is undertaken on
behalf of the Borrowers.

     

    (c)           Upon
the Administrative Agent’s reasonable request after the occurrence and during
the continuance of an Event of Default, the Borrowers shall permit the
Administrative Agent to obtain appraisals of the Borrowers’ assets (in all
events, at the Borrowers’ expense) conducted by such appraisers as are
satisfactory to the Administrative Agent.

     

    8-7.           Fixed Charge Coverage
Ratio. Beginning with the fiscal quarter ending December 31, 2008 and for
each fiscal quarter of the Borrowers thereafter, the Borrowers shall maintain at
all times, to be tested on a quarterly basis, measured on a trailing four fiscal
quarter basis, a ratio of (i) Consolidated EBITDA minus non-financed Capital
Expenditures minus taxes actually paid in cash to (ii) Consolidated Interest
Expense plus the sum of all required scheduled payments of principal on all
Indebtedness of the Borrowers of not less than 1.25 to 1.00; provided, however,
that:

     

    (a) when
determining such ratio for the fiscal quarter ending December 31, 2008, the
amount contained in clause (ii) above shall be multiplied by four (4) for such
fiscal quarter;

     

    (b) when
determining such ratio for the fiscal quarter ending March 31, 2009, the amount
contained in clause (ii) above for the prior two fiscal quarters shall be
multiplied by two (2) for such fiscal quarter; and

     


    
      
        1097265.4

      

      
        -53-

        
          

        

      

      
        
        

      

    


    (c) when
determining such ratio for the fiscal quarter ending June 30, 2009, the amount
contained in clause (ii) above for the prior three fiscal quarters shall be
multiplied by four-thirds (4/3)for such fiscal quarter.

     

    8-8.           Consolidated Total Net
Worth. The Borrowers shall not at any time permit their Consolidated
Total Net Worth to be less than that amount which is equal to the aggregate of
(i) (x) $70,000,000.00 minus (y) payments made in consideration of any stock
repurchase or redemption permitted pursuant to Section 6-18 hereof,
plus (ii) an amount equal to fifty percent (50%) of the Borrowers’ Consolidated
Net Income for each fiscal quarter on a cumulative basis with no reduction for
loss, plus (iii) an amount equal to seventy-five percent (75%) of the Net
Proceeds from (a) any Equity Issuance after the date hereof and/or (b) the
incurrence by the Borrowers of any Subordinated Debt after the date hereof, on a
cumulative basis, to be tested as of the end of each fiscal quarter of the Lead
Borrower, commencing with the fiscal quarter ending as of September 30,
2008.

     

    8-9.           Leverage
Ratio.  The Borrowers will not at any time permit their ratio
of Consolidated Total Funded Indebtedness to the Borrowers’ Consolidated
trailing four quarter EBITDA (tested on a pro forma basis in connection with
contemplated acquisitions) (the “Leverage Ratio”) to be greater
than the following for the periods indicated below, which ratio shall be tested
as of the end of each fiscal quarter:

     

    
      	
              Fiscal
      Quarter Ended

            	
              Maximum
      Leverage Ratio

            
	
              beginning
      with the fiscal quarter ending September 30, 2008 through and including
      March 31, 2009

            	
              2.50:1.00

            
	
              June
      30, 2009 and September 30, 2009

            	
              2.25:1.00

            
	
              December
      31, 2009 and March 31, 2010

            	
              2.00:1.00

            
	
              June
      30, 2010 and September 30, 2010

            	
              1.75:1.00

            
	
              December
      31, 2010 and March 31, 2011

            	
              1.50:1.00

            
	
              June
      30, 2011 and each fiscal quarter thereafter

            	
              1.25:1.00

            


    

    


     

    8-10.                      Net
Profit.  The Borrowers shall earn a minimum Consolidated Net
Income, as determined in accordance with GAAP, of at least $1.00, measured
quarterly as of the end of each fiscal quarter of each fiscal year on a
cumulative basis as and for each such fiscal year; provided, however, the
calculation of Consolidated Net Income for the periods ending June 30, 2008,
September 30, 2008 and December 31, 2008 shall not include a reserve for a
one-time pre-tax charge in an amount up to $8,900,000 (the “2008 Reserve”) in connection
with the resolution of

     


    
      
        1097265.4

      

      
        -54-

        
          

        

      

      
        
        

      

    


    certain
litigation involving the Lead Borrower, as more particularly described in
paragraph 2 of EXHIBIT
6-17.

     

    ARTICLE 9 - EVENTS OF
DEFAULT.

     

    Upon the
occurrence and during the continuance of any one or more of the following events
(herein, “Events of
Default”):

     

    9-1.           Failure to
Pay.  The failure by the Borrowers to pay any principal and/or
interest amount under the Revolving Credit Loan or the Term Loan within three
(3) calendar days of when due; or

     

    9-2.           Failure to Make Other
Payments.  The failure by the Borrowers to pay any other
Liabilities within ten (10) calendar days of when due or, if longer, within any
applicable grace period; or

     

    9-3.           Failure to Perform Certain
Liabilities.  The failure by the Borrowers to promptly,
punctually and faithfully perform, discharge, or comply with any Liability set
forth under Sections 6-2, 6-6 (other than non-consensual liens
which shall be included within the scope of Section 9-4), 6-7, 6-8, 6-12(b), 6-12(c), 6-18, 6-19, 6-20, 6-21, 6-22, 6-29, 8-4, 8-7, 8-8, 8-9 and 8-10; or

     

    9-4.           Failure to Perform Other
Liabilities.  Any Borrower shall default in the observance or
performance of any other agreement contained in this Agreement or any other Loan
Document (other than as provided in Sections 9-1, 9-2 and 9-3 above), and such default shall
continue unremedied for a period of thirty (30) calendar days after the earlier
of (i) the date on which a Responsible Officer of any Borrower first learns of
such failure or (ii) the date on which written notice of such failure shall have
been given to any Borrower by the Administrative Agent, plus such additional
time as may be required to cure such default because of delays which are beyond
the control of the Borrowers, so long as such default is susceptible of being
cured and the Borrowers are acting in good faith and are making diligent efforts
to cure such default and are keeping the Administrative Agent apprised of such
efforts; provided, however: (a) it is understood that any default which may be
cured by the payment of money which the Borrowers do not have shall not be
considered a circumstance beyond the control of the Borrowers; and (b) the
entire cure period under this Section 9-4 shall not exceed the aggregate of
sixty (60) calendar days and shall not apply to any event which is otherwise an
Event of Default pursuant to any other clause of this ARTICLE 9;
or

     

    9-5.           Misrepresentation.  Any
representation or warranty now or hereafter made by any Borrower to the
Administrative Agent or any Lender, in this Agreement or in any other Loan
Document or which is contained in any certificate, document or financial or
other statement furnished by any such Borrower at any time under or in
connection with this Agreement or any such other Loan Document was not true or
accurate in all material respects when given or when deemed to have been given;
or

     

    9-6.           Default of Other
Debt.  Any Borrower or any Subsidiary shall default in (i) the
payment of any Indebtedness in respect of borrowed money (other than the
Liabilities), any

     


    
      
        1097265.4

      

      
        -55-

        
          

        

      

      
        
        

      

    


    Capital
Lease or the deferred purchase price of any property (which, in each case, shall
not include the Borrowers’ accounts payable incurred in the ordinary course of
the Borrowers’ business) and such default (A) shall continue after giving effect
to any applicable grace periods and (B) shall be in respect of an aggregate
amount of principal (whether or not due) and accrued interest exceeding
$1,000,000; or (ii) the performance or compliance with any term of any agreement
or instrument relating to such Indebtedness and such default (A) shall continue,
without having been duly cured, waived or consented to, beyond the period of
grace, if any, specified in such agreement or instrument, (B) shall be in
respect of an aggregate amount of principal (whether or not due) and accrued
interest exceeding $1,000,000, and (C) shall permit the acceleration of such
Indebtedness prior to its stated maturity; or

     

    9-7.           Business
Failure.  Any act by, against, or relating to any Borrower, or
its property or assets, which act constitutes the application for, consent to,
or sufferance of the appointment of a receiver, trustee, or other person,
pursuant to court action or otherwise, over all, or any part of any Borrower’s
property; the granting of any trust mortgage or execution of an assignment for
the benefit of the creditors of any Borrower, or the occurrence of any other
voluntary or involuntary liquidation or extension of debt agreement for any
Borrower; the failure by any Borrower to generally pay the debts of such
Borrower as they mature; adjudication of bankruptcy or insolvency relative to
any Borrower; the entry of an order for relief or similar order with respect to
any Borrower in any proceeding pursuant to the Bankruptcy Code or any other
federal bankruptcy law; the filing of any complaint, application, or petition by
or against any Borrower initiating any matter in which such Borrower is or may
be granted any relief from the debts of such Borrower pursuant to the Bankruptcy
Code or any other insolvency statute or procedure, provided that the Borrowers
shall have thirty (30) days in which to dismiss any such involuntary proceeding;
the calling or sufferance of a meeting of creditors of any Borrower; the meeting
by any Borrower with a formal or informal creditors’ committee; the offering by
or entering into by any Borrower of any composition, extension, or any other
arrangement seeking relief from or extension of the debts of such Borrower, or
the initiation of any other judicial or non- judicial proceeding or agreement
by, against, or including any Borrower which seeks or intends to accomplish a
reorganization or arrangement with creditors; or

     

    9-8.           Judgment.  A
final judgment which, with other outstanding final judgments against any or all
of the Borrowers and its Subsidiaries, exceeds an aggregate of $1,000,000 shall
be rendered against any Borrower or any Subsidiary and if, within sixty (60)
days after entry thereof, such judgment shall not have been insured to the
reasonable satisfaction of the Administrative Agent or discharged or execution
thereof stayed pending appeal, or if, within sixty (60) days after the
expiration of any such stay, such judgment shall not have been discharged, or if
any such judgment shall not be discharged forthwith upon the commencement of
proceedings to foreclose any lien, attachment or charge which may attach as
security therefor and before any of the property or assets of any Borrower or
any Subsidiary shall have been seized in satisfaction thereof; or

     

    9-9.           Restraint of
Business.  The entry of any court order which enjoins,
restrains or in any way prevents any Borrower from conducting all or any
material part of its business affairs in the ordinary course; or

     


    
      
        1097265.4

      

      
        -56-

        
          

        

      

      
        
        

      

    


    9-10.                      Material Adverse
Change.  There shall have occurred a Material Adverse Change
(other than an event or condition to the extent disclosed on EXHIBITS 5-14 or 6-28)
that, to the extent curable, is not cured within thirty (30) days following the
date on which any Borrower has notice (actual or constructive) thereof;
or

     

    9-11.                      Change in
Ownership.  (a) Any change in the identity of any person
currently acting as chief financial officer or chief executive officer of the
Lead Borrower, unless the Lead Borrower shall engage a replacement officer
reasonably acceptable to the Administrative Agent within sixty (60) days of such
officer’s departure and/or (b) any Person shall acquire 35% or more of the
capital stock of the Lead Borrower and/or (c) the failure of the Lead Borrower
to own 100% of the capital stock of each of the other Borrowers; or

     

    9-12.                      Casualty
Loss.  The occurrence of any uninsured loss, theft, damage or
destruction to, or of, any of the property or assets of the Borrowers in excess
of $2,000,000.00;
or

     

    9-13.                      Material
Agreement.  The default by any Borrower, or termination as a
result of any such default, under any material license, distributor, franchise
or similar agreement used or useful in the operation of the Borrowers’ business,
including, without limitation, any license issued by any applicable licensing
authority, which would reasonably be expected to result in a Material Adverse
Change; or

     

    9-14.                      Termination of
Existence.  Except as expressly permitted hereunder, the
termination of existence, dissolution, winding up, or liquidation of the Lead
Borrower.

     

    9-15.                      Challenge to Loan
Documents.

     

    (a)           Any
challenge by or on behalf of any Borrower or any guarantor of the Liabilities to
the validity of any Loan Document or the applicability or enforceability of any
Loan Document strictly in accordance with the subject Loan Document’s terms or
which seeks to void, avoid, limit, or otherwise adversely affect any payment
made pursuant thereto; or

     

    (b)           Any
determination by any court or any other judicial or government authority that
any Loan Document is not enforceable strictly in accordance with the subject
Loan Document’s terms or which voids, avoids, limits, or otherwise adversely
affects any payment made pursuant thereto.

     

    9-16.                      Indictment -
Forfeiture.  Except as set forth on EXHIBITS 5-14 or 6-28,
the indictment of, or institution of any legal process or proceeding against,
any Borrower, under any federal, state, municipal, and other civil or criminal
statute, rule, regulation, order, or other requirement having the force of law
where the relief, penalties, or remedies sought or available include the
forfeiture of any property of such Borrower and/or the imposition of any stay or
other order, the effect of which would reasonably be expected to result in a
Material Adverse Change,

     

    then, and in any such event, so long as
the same may be continuing, the Administrative Agent may, with the consent of
the Required Lenders, or shall, at the request and instruction of the Required
Lenders, and by notice in writing to the Borrowers, declare all amounts owing
with

     


    
      
        1097265.4

      

      
        -57-

        
          

        

      

      
        
        

      

    


    respect
to this Agreement, the Notes and the other Loan Documents to be, and they shall
thereupon forthwith become, immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrowers; provided that, in the event of
any Event of Default specified in Section 9-7 above, all such amounts shall
become immediately due and payable automatically and without any requirement of
notice from the Administrative Agent.

     

    ARTICLE 10
-
RIGHTS AND REMEDIES UPON DEFAULT

     

    In
addition to all of the rights, remedies, powers, privileges, and discretions
which the Administrative Agent and/or the Lenders are provided prior to the
occurrence of an Event of Default, the Administrative Agent shall have the
following rights and remedies upon the occurrence and during the continuance of
any Event of Default.

     

    10-1.                      Termination of
Commitments.  The Administrative Agent may with the consent of
the Required Lenders, and shall if directed by the Required Lenders, by written
notice to the Lead Borrower, (i) declare the principal of and accrued interest
in respect of the Liabilities to be forthwith due and payable, whereupon the
principal of and accrued interest in respect of the Liabilities, and all other
amounts then due hereunder, shall become forthwith due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived by each Borrower, and/or (ii) terminate the Commitment
of the Lenders, whereupon the Total Commitment of the Lenders (and the
Commitment of each individual Lender) to make Loans and issue L/Cs hereunder
shall forthwith terminate without any other notice of any kind; and with respect
to any event described in Section 9-7 above, the Commitments shall
automatically terminate and the principal of the Liabilities then outstanding,
together with accrued interest thereon and all other amounts then due hereunder,
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
each of the Borrowers, anything contained herein or in any other Loan Document
to the contrary notwithstanding.  Without limiting any provision of
this Agreement or of any Loan Document, an Event of Default under this Agreement
shall also constitute an event of default under each of the Loan
Documents.

     

    10-2.                      Rights and
Remedies.

     

    (a)           The
rights, remedies, powers, privileges, and discretions of the Administrative
Agent hereunder (herein, the “Administrative Agent’s Rights and Remedies”)
shall be cumulative and not exclusive of any rights or remedies which it would
otherwise have.  No delay or omission by the Administrative Agent in
exercising or enforcing any of the Agent’s Rights and Remedies shall operate as,
or constitute, a waiver thereof.  No waiver by the Administrative
Agent of any Event of Default or of any default under any other agreement shall
operate as a waiver of any other default hereunder or under any other
agreement.  No single or partial exercise of any of the Administrative
Agent’s Rights or Remedies, and no express or implied agreement or transaction
of whatever nature entered into between the Administrative Agent and any Person,
at any time, shall preclude the other or further exercise of the Administrative
Agent’s Rights and Remedies.  No waiver by the Administrative Agent of
any of the Administrative Agent’s Rights and Remedies on any one occasion shall
be deemed a waiver on

     


    
      
        1097265.4

      

      
        -58-

        
          

        

      

      
        
        

      

    


    any
subsequent occasion, nor shall it be deemed a continuing waiver.  All
of the Administrative Agent’s Rights and Remedies and all of the Administrative
Agent’s rights, remedies, powers, privileges, and discretions under any other
agreement or transaction are cumulative, and not alternative or exclusive, and
may be exercised by the Administrative Agent at such time or times and in such
order of preference as the Administrative Agent in its sole discretion may
determine.  The Administrative Agent’s Rights and Remedies may be
exercised without resort or regard to any other source of satisfaction of the
Liabilities.

     

    (b)           Without
limiting the provisions of subsection (a) above, if and only if an Event of
Default has occurred and be continuing, then on the Business Day that the Lead
Borrower receives notice from the Administrative Agent demanding the deposit of
cash collateral pursuant to this paragraph, the Borrowers shall deposit in a
cash collateral account, under the sole dominion and control of the
Administrative Agent, an amount in cash equal to 103% of the stated amount of
the outstanding L/Cs as of such date plus any accrued and unpaid interest
thereon.  Each such deposit shall be held by the Administrative Agent
as collateral for the payment and performance of the Liabilities of the
Borrowers.  The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such cash collateral
account.  Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole discretion of
the Administrative Agent at the request of the Lead Borrower and at the
Borrowers’ risk and expense, such deposits shall not bear
interest.  Interest or profits, if any, on such investments shall
accumulate in such account.  Moneys in such cash collateral account
shall be applied by the Administrative Agent to reimburse the Administrative
Agent for payments on account of drawings under L/Cs for which it has not been
reimbursed and, to the extent not so applied, shall be held first for the
satisfaction of the reimbursement obligations of the Borrowers for the
outstanding L/Cs at such time and thereafter be applied to satisfy other
Liabilities of the Borrowers under this Agreement.

     

    10-3.                      Distribution of
Funds.  In the event that, following the occurrence and during
the continuance of any Event of Default, the Administrative Agent or any Lender,
as the case may be, receives any monies in connection with the enforcement of
any of the Loan Documents, such monies shall be distributed for application as
follows:

     

    (a)           First, to the payment
of, or (as the case may be) the reimbursement of the Administrative Agent for or
in respect of, all reasonable costs, expenses, disbursements and losses which
shall have been incurred or sustained by the Administrative Agent in connection
with the collection of such monies by the Administrative Agent, for the
exercise, protection or enforcement by the Administrative Agent of all or any of
the rights, remedies, powers and privileges of the Administrative Agent under
this Agreement or any of the other Loan Documents or in support of any provision
of adequate indemnity to the Administrative Agent against any taxes or liens
which by law shall have, or may have, priority over the rights of the
Administrative Agent to such monies;

     

    (b)           Second, pro rata to
each of the Lenders to all other Liabilities;

     

    (c)           Third, upon payment
and satisfaction in full or other provisions for payment in full satisfactory to
the Lenders and the Administrative Agent of all of the Liabilities, to
the

     


    
      
        1097265.4

      

      
        -59-

        
          

        

      

      
        
        

      

    


    payment
of any obligations required to be paid pursuant to Section 9-615(a)(3) of the
UCC, in effect from time to time; and

     

    (d)           Fourth, the excess,
if any, shall be returned to the Borrowers or to such other Persons as are
entitled thereto.

     

    ARTICLE 11 -
NOTICES.

     

    11-1.                      Notice
Addresses.  All notices, demands, and other communications made
in respect of this Agreement (other than a request for a loan or advance or
other financial accommodation under the Revolving Credit) shall be made to the
following addresses, each of which may be changed upon seven (7) days written
notice to all others given by certified mail, return receipt
requested:

     

    
      
        	
                If
      to the Administrative Agent:  

              	
                Brown
      Brothers Harriman & Co.

              
	 
      	
                40
      Water Street

              
	 
      	
                Boston,
      Massachusetts 02109

              
	 
      	
                Attention:
      Mr. Daniel G. Head, Jr.

              
	 
      	
                Fax           :
      617 772-1138

              
	 
      	
                E-Mail:
      daniel.head@bbh.com

              
	 
      	 
      
	
                With
      a copy to:     

              	
                Riemer
      & Braunstein LLP

              
	 
      	
                Three
      Center Plaza

              
	 
      	
                Boston,
      Massachusetts  02108

              
	 
      	
                Attention:
      Charles W. Stavros, Esquire

              
	 
      	
                Fax           :
      617 880-3456

              
	 
      	
                E-mail:
      cstavros@riemerlaw.com

              
	 
      	 
      
	
                If
      to any Borrower:   

              	
                Dynamics
      Research Corporation

              
	 
      	
                60
      Frontage Road

              
	 
      	
                Andover,
      Massachusetts 01810

              
	 
      	
                Attention:
      Francis Murphy, Corporate Controller

              
	 
      	
                Fax           :
      978 474-9204

              
	 
      	
                E-mail:
      fmurphy@drc.com

              
	 
      	 
      
	 
      	
                Attention:  Richard
      Covel, General Counsel

              
	 
      	
                Fax:
      978 474-9204

              
	 
      	
                E-mail:
      rcovel@drc.com

              
	 
      	 
      
	
                With
      a copy to:      

              	
                Nixon
      Peabody, LLP

              
	 
      	
                100
      Summer Street

              
	 
      	
                Boston,
      Massachusetts 02110

              
	 
      	
                Attention:
      Craig D. Mills, Esquire

              
	 
      	
                Fax:  617
      345-1300

              
	 
      	
                E-mail:
      cmills@nixonpeabody.com

              


      

    

     

    
 

    
      
        1097265.4

      

      
        -60-

        
          

        

      

      
        
        

      

    


    11-2.                      Notice
Given.

    


    (a)           Notices
shall be deemed given at the sooner of when actually received or (6) if by mail:
three (3) days following deposit in the United States mail, postage prepaid; (7)
By overnight express delivery: the Business Day following the day when sent; (8)
By hand: If delivered on a Business Day after 9:00 AM and no later than Three
(3) hours prior to the close of customary business hours of the recipient, when
delivered (otherwise, at the opening of the then next Business Day); and (9) By
facsimile or electronic transmission: If sent on a Business Day after 9:00 AM
and no later than three (3) hours prior to the close of customary business hours
of the recipient, one (1) hour after being sent (otherwise, at the opening of
the then next Business Day).

     

    (b)           Rejection
or refusal to accept delivery and inability to deliver because of a changed
address or facsimile number for which no due notice was given shall each be
deemed receipt of the notice sent.

     

    ARTICLE 12 - TERM OF
AGREEMENT.

     

    12-1.                      Termination of Revolving
Credit.  The Revolving Credit shall be terminated upon the
Termination Date.

     

    12-2.                      Effect of
Termination.  Upon the Termination Date, the Borrowers shall
pay the Administrative Agent, for the benefit of the Lenders, the then principal
balance of the Loans, together with any and all accrued and unpaid interest
thereon (whether or not then due).  Following such payment, all
provisions of this Agreement, other than those contained in Article 3, which place an obligation on the Lenders to make any
loans or advances or to provide financial accommodations under the Revolving
Credit or to issue L/Cs shall remain in full force and effect until all
Liabilities (including, without limitation, the Revolving Credit and the Term
Loan) shall have been paid in full.

     

    ARTICLE 13 -
GENERAL.

     

    13-1.                      Successors and
Assigns.  This Agreement shall be binding upon the Borrowers
and the Borrowers’ representatives, successors, and assigns and shall inure to
the benefit of the Administrative Agent, the Lenders and their respective
successors and assigns; provided, however, no trustee or
other fiduciary appointed with respect to the Borrowers shall have any rights
hereunder.  In the event that any Lender assigns or transfers its
rights under this Agreement, subject to Article 14 below, the assignee shall thereupon
succeed such Lender to and become vested with all rights, powers, privileges,
and duties of such Lender hereunder and such Lender shall thereupon be
discharged and relieved from its duties and obligations hereunder.

     

    13-2.                      Severability.  Any
determination that any provision of this Agreement or any application thereof is
invalid, illegal, or unenforceable in any respect in any instance shall not
affect the validity, legality, or enforceability of such provision in any other
instance, or the validity, legality, or enforceability of any other provision of
this Agreement.

     

    13-3.                      Amendments; Course of
Dealing.

     


    
      
        1097265.4

      

      
        -61-

        
          

        

      

      
        
        

      

    


    (a)           This
Agreement and the other Loan Documents incorporate all discussions and
negotiations among the Borrowers, Agents and the Lenders, either express or
implied, concerning the matters included herein and in such other instruments,
any custom, usage, or course of dealings to the contrary
notwithstanding.  No such discussions, negotiations, custom, usage, or
course of dealings shall limit, modify, or otherwise affect the provisions
thereof.  No failure by the Administrative Agent to give notice to any
Borrower of such Borrower’s having failed to observe and comply with any
warranty or covenant included in any Loan Document shall constitute a waiver of
such warranty or covenant or the amendment of the subject Loan
Document.  No change made by the Administrative Agent in the manner by
which Availability is determined shall obligate the Administrative Agent to
continue to determine Availability in that manner.  The Borrowers may
undertake any action otherwise prohibited hereby, and may omit to take any
action otherwise required hereby, upon and with the express prior written
consent of the Required Lenders or such other Persons’ consent as may be
required by Section 14-17.  No consent,
modification, amendment, or waiver of any provision of any Loan Document shall
be effective unless executed in writing by or on behalf of the party to be
charged with such modification, amendment, or waiver (and if such party is a
Lender, then by a duly authorized officer thereof).  Any modification,
amendment, or waiver provided by the Required Lenders shall be in reliance upon
all representations and warranties theretofore made to the Lenders by or on
behalf of the Borrowers (and any guarantor, endorser, or surety of the
Liabilities) and consequently may be rescinded by the Lenders in the event that
any of such representations or warranties was not true and complete in all
material respects when given.

     

    13-4.                      Costs and
Expenses.  The Borrowers shall pay on demand all Costs of
Collection and all reasonable expenses of the Administrative Agent in connection
with the preparation, execution, and delivery of this Agreement and of any other
Loan Documents, whether now existing or hereafter arising, including, without
limitation, all appraisal, inspection and other reports conducted in connection
with the underwriting of this Agreement and the loans contemplated hereby, and
all other reasonable expenses which may be incurred by the Administrative Agent
in preparing or amending this Agreement and all other agreements, instruments,
and documents related thereto, or otherwise incurred with respect to the
Liabilities.

     

    13-5.                      Copies and
Facsimiles.  This Agreement and all documents which relate
thereto, which have been or may be hereinafter furnished to the Lenders may be
reproduced by the Lenders by any photographic, microfilm, xerographic, digital
imaging, or other process, and the Lenders may destroy any document so
reproduced.  Any such reproduction shall be admissible in evidence as
the original itself in any judicial or administrative proceeding (whether or not
the original is in existence and whether or not such reproduction was made in
the regular course of business). Any facsimile which bears proof of transmission
shall be binding on the party which or on whose behalf such transmission was
initiated and likewise shall be so admissible in evidence as if the original of
such facsimile had been delivered to the party which or on whose behalf such
transmission was received.

     

    13-6.                      Massachusetts
Law.  This Agreement and all rights and obligations hereunder,
including matters of construction, validity, and performance, shall be governed
by the laws of The Commonwealth of Massachusetts.

     


    
      
        1097265.4

      

      
        -62-

        
          

        

      

      
        
        

      

    


    13-7.                      Consent to
Jurisdiction.

     

    (a)           The
Borrowers agree that any legal action, proceeding, case, or controversy against
the Borrowers with respect to any Loan Document may be brought in the Superior
Court of Suffolk County Massachusetts or in the United States District Court,
District of Massachusetts, sitting in Boston, Massachusetts, as the
Administrative Agent may elect in its sole discretion.  By execution
and delivery of this Agreement, each Borrower, for itself and in respect of its
property, accepts, submits, and consents generally and unconditionally, to the
jurisdiction of the aforesaid courts.

     

    (b)           Each
Borrower WAIVES
personal service of any and all process upon it, and irrevocably consents to the
service of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by certified mail, postage prepaid,
to the Lead Borrower at the Lead Borrower’s address for notices as specified
herein, such service to become effective five (5) Business Days after such
mailing.

     

    (c)           Each
Borrower WAIVES,
at the option of the Administrative Agent, any objection based on forum non conveniens
and any objection to venue of any action or proceeding instituted under any of
the Loan Documents and consents to the granting of such legal or equitable
remedy as is deemed appropriate by the Court.

     

    (d)           Nothing
herein shall affect the right of the Administrative Agent to bring legal actions
or proceedings in any other competent jurisdiction.

     

    (e)           Each
Borrower agrees that any action commenced by any Borrower asserting any claim or
counterclaim arising under or in connection with this Agreement or any other
Loan Document shall be brought in the Superior Court of Suffolk County
Massachusetts or in the United States District Court, District of Massachusetts,
sitting in Boston, Massachusetts, and that such Courts shall have exclusive
jurisdiction with respect to any such action, with the exception of any
counterclaim brought in action commenced by the Administrative Agent or any
Lender in a different forum, which counterclaim may be brought in such alternate
forum.

     

    13-8.                      Indemnification.  Each
Borrower shall jointly and severally indemnify, defend, and hold the
Administrative Agent and each Lender and any employee, officer, or agent of the
Administrative Agent and any Lender (each, an “Indemnified Person”) harmless
of and from any claim brought or threatened against any Indemnified Person by
any Borrower, any guarantor or endorser of the Liabilities, or any other Person
(as well as from attorneys’ reasonable fees and expenses in connection
therewith) on account of the Administrative Agent’s and such Lender’s
relationship with the Borrowers or any other guarantor or endorser of the
Liabilities (each of which may be defended, compromised, settled, or pursued by
the Indemnified Person with counsel of the Administrative Agent’s selection, but
at the expense of the Borrowers) other than any claim as to which a final
determination is made in a judicial proceeding (in which the Administrative
Agent and any other Indemnified Person has had an opportunity to be heard),
which determination includes a specific finding that the Indemnified Person
seeking indemnification had acted in a grossly negligent manner, with willful
misconduct or in actual bad

     


    
      
        1097265.4

      

      
        -63-

        
          

        

      

      
        
        

      

    


    faith.  This
indemnification shall survive payment of the Liabilities and/or any termination,
release, or discharge executed by the Administrative Agent in favor of the
Borrowers.

     

    13-9.                      Rules of
Construction.

     

    (a)           The
following rules of construction shall be applied in the interpretation,
construction, and enforcement of this Agreement and of the other Loan
Documents:

     

    (i)           Words
in the singular include the plural and words in the plural include the
singular.

     

    (ii)           Headings
(indicated by being underlined) and the
Table of Contents are solely for convenience of reference and do not constitute
a part of the instrument in which included and do not affect such instrument’s
meaning, construction, or effect.

     

    (iii)           The
words “includes” and “including” are not limiting.

     

    (iv)           The
words “may not” are prohibitive and not permissive.

     

    (v)           The
word “or” is not exclusive.

     

    (vi)           Terms
which are defined in one section of an instrument are used with such definition
throughout the instrument in which so defined.

     

    (vii)           The
symbol “$” refers to United States Dollars.

     

    (viii)                      References
to “herein”, “hereof”, and “within” are to this entire Loan Agreement and not
merely the provision in which such reference is included.

     

    (ix)           Except
as otherwise specifically provided, all references to time are to Boston
time.

     

    (x)           In
the determination of any notice, grace, or other period of time prescribed or
allowed hereunder, unless otherwise provided (A) the day of the act, event, or
default from which the designated period of time begins to run shall not be
included and the last day of the period so computed shall be included unless
such last day is not a Business Day, in which event the last day of the relevant
period shall be the then next Business Day and (B) the period so computed shall
end at 5:00 PM on the relevant Business Day.

     

    (xi)           References
to “this Agreement” or to any other Loan Document is to the subject instrument
as amended to the date on which application of such reference is being
made.

     

    (b)           The
Loan Documents shall be construed and interpreted in a harmonious manner and in
keeping the intentions set forth in Section 13-10 hereof; provided, however, in the
event

     


    
      
        1097265.4

      

      
        -64-

        
          

        

      

      
        
        

      

    


    of any
inconsistency between the provisions of this Agreement and any other Loan
Document, the provisions of this Agreement shall govern and
control.

     

    13-10.                      Intent.  It
is intended that

     

    (a)           This
Agreement take effect as a sealed instrument.

     

    (b)           The
Administrative Agent’s or the Required Lenders’ consent or the Lenders’ consent
to any action of the Borrowers which is prohibited unless such consent is given
may be given or refused by the applicable parties in its sole
discretion.

     

    13-11.                      Setoff.  Regardless
of the adequacy of any collateral (if any), during the continuance of any Event
of Default, any deposits (general or specific, time or demand, provisional or
final, regardless of currency, maturity, or the branch of where such deposits
are held) or other sums credited by or due from any of the Lenders to the
Borrowers and any securities or other property of the Borrowers in the
possession of such Lender may be applied to or set off against the payment of
Liabilities and any and all other liabilities, direct, or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, of the
Borrowers to such Lender.  Each of the Lenders agrees with each other
Lender that if such Lender shall receive from the Borrowers, whether by
voluntary payment, exercise of the right of setoff, counterclaim, cross action,
enforcement of the claim evidenced by the Notes held by such Lender by
proceedings against the Borrowers at law or in equity or by proof thereof in
bankruptcy, reorganization, liquidation, receivership or similar proceedings, or
otherwise, and shall retain and apply to the payment of the Note or Notes held
by such Lender any amount in excess of its ratable portion of the payments
received by all of the Lenders with respect to the Notes held by all of the
Lenders, such Lender will make such disposition and arrangements with the other
Lenders with respect to such excess, either by way of distribution, pro tanto
assignment of claims, subrogation or otherwise as shall result in each Lender
receiving in respect of the Notes held by it its proportionate payment as
contemplated by this Agreement; provided that if all or any part of such excess
payment is thereafter recovered from such Lender, such disposition and
arrangements shall be rescinded and the amount restored to the extent of such
recovery, but without interest.

     

    13-12.                      Maximum Interest
Rate.  Regardless of any provision of any Loan Document, the
Lenders shall never be entitled to contract for, charge, receive, collect, or
apply as interest on any Liability, any amount in excess of the maximum rate
imposed by applicable law.  Any payment which is made which, if
treated as interest on a Liability would result in such interest’s exceeding
such maximum rate shall be held, to the extent of such excess, as collateral for
the Liabilities.

     

    13-13.                      Waivers.

     

    (a)           Each
Borrower (and all guarantors, endorsers, and sureties of the Liabilities) make
each of the waivers included in subsection (b), below, knowingly, voluntarily, and
intentionally, and understands that the Administrative Agent and each Lender, in
entering into the financial arrangements contemplated hereby and in providing
loans and other financial

     


    
      
        1097265.4

      

      
        -65-

        
          

        

      

      
        
        

      

    


    accommodations
to or for the account of each Borrower as provided herein, whether not or in the
future, is relying on such waivers.

     

    (b)           TO
THE EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER, AND EACH SUCH GUARANTOR,
ENDORSER, AND SURETY RESPECTIVELY WAIVES
THE FOLLOWING:

     

    (i)           Except
as otherwise specifically required hereby, notice of non-payment, demand,
presentment, protest and all forms of demand and notice.

     

    (ii)           Except
as otherwise specifically required hereby, the right to notice and/or hearing
prior to the Administrative Agent’ exercising of the Administrative Agent’
rights upon default.

     

    (iii)           THE
RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH ANY AGENT OR
ANY LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED
BY OR AGAINST, ANY AGENT, ANY LENDER OR IN WHICH ANY AGENT OR ANY LENDER IS
JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF OR IS IN
RESPECT OF, ANY RELATIONSHIP AMONGST OR BETWEEN ANY BORROWER OR ANY OTHER
PERSON, ANY AGENT AND/OR ANY LENDER (AND EACH AGENT AND EACH LENDER LIKEWISE
WAIVES THE RIGHT TO A JURY IN ANY TRIAL OF ANY SUCH CASE OR
CONTROVERSY).

     

    (iv)           Any
defense, counterclaim, set-off, recoupment, or other basis on which the amount
of any Liability, as stated on the books and records of the Administrative
Agent, could be reduced or claimed to be paid otherwise than in accordance with
the tenor of and written terms of such Liability.

     

    (v)           Any
claim to consequential, special, or punitive damages.

     

    13-14.                      Payments;
Application.  All payments made by or on behalf of the
Borrowers hereunder or under any other Loan Document shall be paid by such
Person to the Administrative Agent in United States currency at the
Administrative Agent’s address specified in Section 11-1 (or at
such other address as the Administrative Agent shall specify), in immediately
available funds, on), in immediately available funds, on or before 2:00 p.m.
(Boston, Massachusetts time) on the due date thereof.  Payments
received by the Administrative Agent prior to the occurrence of an Event of
Default will be applied first to fees, expenses and other amounts due hereunder
(excluding principal and interest); second, to accrued interest; and third to
outstanding principal.  After the occurrence of an Event of Default,
payments will be applied to the Liabilities as provided for in Section 10-3.

     

    13-15.                      Receipt of
Agreement.  Each Borrower acknowledges receipt of a completed
copy of this Agreement.

     


    
      
        1097265.4

      

      
        -66-

        
          

        

      

      
        
        

      

    


    13-16.                      Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement and the other Loan Documents
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof.  Except as provided in
ARTICLE
4, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof that, when taken together, bear the signatures
of each of the other parties hereto.  Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be as
effective as delivery of a manually executed counterpart of this
Agreement.

     

    ARTICLE 14 - THE
AGENT.

     

    14-1.                      Authorization; Non-Reliance
by Lenders; Reliance by Administrative Agent; Dispute
Resolution.

     

    (a)           Each
Lender appoints and designates Brown Brothers Harriman & Co., as the
“Administrative Agent” hereunder and under the Loan Documents.  Each
Lender hereby authorizes the Administrative Agent (i) to execute those Loan
Documents and all other instruments relating thereto to which the Administrative
Agent is a party, and (ii) to take such action on behalf of each of the Lenders
and to exercise all such powers as are hereunder and under any of the other Loan
Documents and any related documents delegated to the Administrative Agent,
together with such powers as are reasonably incident thereto, provided that no
duties or responsibilities not expressly assumed herein or therein shall be
implied to have been assumed by the Administrative Agent.  The
relationship between the Administrative Agent and the Lenders is and shall be
that of agent and principal only, and nothing contained in this Agreement or any
of the other Loan Documents shall be construed to constitute Administrative
Agent as a trustee or fiduciary for any Lender.  The Administrative
Agent shall not have any duties or responsibilities to, or any fiduciary
relationship with, any Lender except for those expressly set forth in this
Agreement.  The Borrowers acknowledge that in certain instances any
action to be taken by the Administrative Agent may only be taken upon approval
of the Required Lenders or all the Lenders.

     

    (b)           Each
Lender represents to all other Lenders and to the Administrative Agent that such
Lender:

     

    (i)           Independently
and without reliance on any representation or act by the Administrative Agent or
by any other Lender, and based on such documents and information as that Lender
has deemed appropriate, has made that Lender’s own appraisal of the financial
condition and affairs of the Borrowers and decision to enter into this
Agreement.

     

    (ii)           Has
relied upon that such Lender’s review of the Loan Documents by that Lender and
by counsel to that Lender as that Lender deemed appropriate under the
circumstances.

     


    
      
        1097265.4

      

      
        -67-

        
          

        

      

      
        
        

      

    


    (c)           Each
Lender agrees that such Lender, independently and without reliance upon the
Administrative Agent or any other Lender, and based upon such documents and
information as such Lender shall deem appropriate at the time, will continue to
make such Lender’s own appraisals of the financial condition and affairs of the
Borrowers when determining whether to take or not to take any discretionary
action under this Agreement.

     

    (d)           The
Administrative Agent, in the discharge of its duties hereunder, shall not be
required to make inquiry of, or to inspect the properties or books of, any
Person.

     

    (e)           Except
for notices, reports, and other documents and information expressly required to
be furnished to the Lenders by the Administrative Agent hereunder (as to which,
see Section 14-10), the
Administrative Agent shall not have any affirmative duty or responsibility to
provide any Lender with any credit or other information concerning any Person,
which information may come into the possession of the Administrative Agent or
any Affiliate of the Administrative Agent.

     

    (f)           Each
Lender, at such Lender’s request, shall have reasonable access to all
nonprivileged documents in the possession of the Administrative Agent, which
documents relate to the Administrative Agent’s performance of its duties
hereunder.

     

    (g)           The
Administrative Agent shall be entitled to rely upon any certificate, notice or
other document (including any cable, telegram, telex, or facsimile) reasonably
believed by the Administrative Agent to be genuine and correct and to have been
signed or sent by or on behalf of the proper person or persons, and upon advice
and statements of attorneys, accountants and other experts selected by the
Administrative Agent.  As to any matters not expressly provided for in
this Agreement, any Loan Document, or in any other document referred to therein,
the Administrative Agent shall in all events be fully protected in acting, or in
refraining from acting, in accordance with the applicable consent required by
this Agreement. Instructions given with the requisite consent shall be binding
on all Lenders.

     

    (h)           Any
dispute among the Lenders and/or the Administrative Agent concerning the
interpretation, administration, or enforcement of the financing arrangements
contemplated by this or any other Loan Document or the interpretation or
administration of this or any other Loan Document which cannot be resolved
amicably shall be resolved in the United States District Court for the District
of Massachusetts, sitting in Boston or in the Superior Court of Suffolk County,
Massachusetts, to the jurisdiction of which courts each Lender hereto hereby
submits.

     

    14-2.                      Employees and
Agents.  The Administrative Agent may exercise its powers and
execute its duties by or through employees or agents and shall be entitled to
take, and to rely on, advice of counsel concerning all matters pertaining to its
rights and duties under this Agreement and the other Loan
Documents.  The Administrative Agent may utilize the services of such
Persons as said Administrative Agent in its sole discretion may reasonably
determine, and all reasonable fees and expenses of any such Persons shall be
paid by the Borrowers.

     

    14-3.                      No
Liability.  Neither the Administrative Agent nor any of its
shareholders, directors, officers or employees nor any other Person assisting
them in their duties nor any agent

     


    
      
        1097265.4

      

      
        -68-

        
          

        

      

      
        
        

      

    


    or
employee thereof, shall be liable for any waiver, consent or approval given or
any action taken, or omitted to be taken, in good faith by them hereunder or
under any of the other Loan Documents, or in connection herewith or therewith,
or be responsible for the consequences of any oversight or error of judgment
whatsoever, except that the Administrative Agent or such other Person, as the
case may be, may be liable for losses due to its willful misconduct or gross
negligence.

     

    14-4.                      No
Representations.  The Administrative Agent shall not be
responsible for the execution or validity or enforceability of this Agreement,
the Notes, any of the other Loan Documents or any instrument at any time
constituting, or intended to constitute, collateral security for the Notes, or
for the value of any such collateral security or for the validity,
enforceability or collectibility of any such amounts owing with respect to the
Notes, or for any recitals or statements, warranties or representations made
herein or in any of the other Loan Documents or in any certificate or instrument
hereafter furnished to it by or on behalf of the Borrowers or any of their
Subsidiaries, or be bound to ascertain or inquire as to the performance or
observance of any of the terms, conditions, covenants or agreements herein or in
any instrument at any time constituting, or intended to constitute, collateral
security for the Notes.  The Administrative Agent shall not be bound
to ascertain whether any notice, consent, waiver or request delivered to it by
the Borrowers or any holder of any of the Notes shall have been duly authorized
or is true, accurate and complete.  The Administrative Agent has not
made nor does it now make any representations or warranties, express or implied,
nor do they assume any liability to the Lenders, with respect to the credit
worthiness or financial condition of the Borrowers or any
Subsidiaries.  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agents or any other Lender, and based
upon such information and documents as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement.

     

    14-5.                      Funding Procedures;
Payments.

     

    (a)           The
Administrative Agent shall advise each Lender, no later than 2:00PM (Boston
Time) (A) on a date on which any Revolving Credit Loan is to be made to the Lead
Borrower on that date, and (B) on the date of any request for the making,
Conversion or continuation of a LIBOR Loan.  Such advice, in each
instance, may be by telephone or facsimile transmission, provided that if such advice
is by telephone, it shall be confirmed in writing.  Advice of a
Revolving Credit Loan shall include the amount of and interest rate applicable
to the subject Revolving Credit Loan.  Subject to that Lender’s
Commitment of the Revolving Credit, each  Lender, by not later than
the end of business on the day on which the subject Revolving Credit Loan is to
be made, shall transfer that Revolving Credit Lender’s Revolving Credit
Commitment Percentage of the subject Revolving Credit Loan to the Administrative
Agent.

     

    (b)           Each
Revolving Credit Lender shall make available to the Administrative Agent, as
applicable, as provided herein, that Lender’s Revolving Credit Commitment
Percentage of the following:

     


    
      
        1097265.4

      

      
        -69-

        
          

        

      

      
        
        

      

    


    (i)           Each
Revolving Credit Loan, up to the maximum amount of that Revolving Credit
Lender’s Revolving Credit Commitment of the Revolving Credit Loans.

     

    (ii)           Up
to the maximum amount of that Lender’s Revolving Credit Commitment of each
drawing on a L/C (to the extent that such L/C Drawing is not “covered” by a
Revolving Credit Loan as provided herein).

     

    (c)           In
all circumstances, the Administrative Agent may:

     

    (i)           Assume
that each Lender, subject to Section 14-5(a), timely shall make available to the
Administrative Agent that Lender’s Revolving Credit Commitment Percentage of
each Revolving Credit Loan, notice of which is provided pursuant to Section (a).

     

    (ii)           In
reliance upon such assumption, make available the corresponding amount to the
applicable Borrowers.

     

    (iii)           Assume
that each Lender timely shall pay, and shall make available, to the
Administrative Agent all other amounts which that Lender is obligated to so pay
and/or make available hereunder or under any of the Loan Documents.

     

    (d)           (i)           A
payment by the Borrowers to the Administrative Agent hereunder or any of the
other Loan Documents for the account of any Lender shall constitute a payment to
such Lender.  The Administrative Agent agrees promptly to distribute
to each Lender such Lender’s Commitment Percentage of payments received by the
Administrative Agent for the account of the Lenders except as otherwise
expressly provided herein or in any of the other Loan Documents;

     

    (ii)           the
amount of each Lender’s Commitment Percentage of outstanding Revolving Credit
Loans shall be computed weekly (or more frequently in the Administrative Agent’s
discretion) and shall be adjusted upward or downward based on all Revolving
Credit Loans and repayments of Revolving Credit Loans received by the
Administrative Agent as of 3:00 p.m., Boston time, on the first Business Day
following the end of the period specified by the Administrative Agent (such
date, the “Settlement
Date”);

     

    (iii)           the
Administrative Agent shall deliver to each of the Lenders promptly after the
Settlement Date a summary statement of the amount of outstanding Revolving
Credit Loans for the period and the amount of repayments received for the
period. As reflected on the summary statement: (x) the Administrative Agent
shall transfer to each Lender its applicable Commitment Percentage of
repayments, and (y) each Lender shall transfer to the Administrative Agent (as
provided below), or the Administrative Agent shall transfer to each Lender, such
amounts as are necessary to insure that, after giving effect to all such
transfers, the amount of Revolving Credit Loans made by each Lender with respect
to Revolving Credit Loans shall be equal to such Lender’s applicable Commitment
Percentage of Revolving Loans outstanding as of such Settlement Date.
If

     


    
      
        1097265.4

      

      
        -70-

        
          

        

      

      
        
        

      

    


    the
summary statement requires transfers to be made to the Administrative Agent by
the Lenders and is received prior to 12:00 Noon, Boston time, on a Business Day,
such transfers shall be made in immediately available funds no later than 11:00
a.m., Boston time, that day; and, if received after 11:00 a.m., Boston time,
then no later than 3:00 p.m., Boston time, on the next Business Day. The
obligation of each Lender to transfer such funds is irrevocable, unconditional
and without recourse to or warranty by the Administrative Agent. If and to the
extent any Lender shall not have so made its transfer to the Administrative
Agent, such Lender agrees to pay to the Administrative Agent, forthwith on
demand such amount, together with interest thereon, for each day from such date
until the date such amount is paid to the Administrative Agent at the Federal
Funds Effective Rate.

     

    (e)           The
Borrowers acknowledge that each Lender’s responsibilities hereunder are several and that each
Lender shall only be responsible to fund up to each Lender’s Commitment
Percentage.  The Borrowers agree to release and hold harmless any
nondelinquent Lenders from any claims, damages or costs arising on account of
any failure of a Delinquent Lender to comply with the requirements of this
Agreement.

     

    (f)           If
in the opinion of the Administrative Agent the distribution of any amount
received by it in such capacity hereunder, under the Notes or under any of the
other Loan Documents might involve it in liability, it may refrain from making
distribution until its right to make distribution shall have been adjudicated by
a court of competent jurisdiction (provided that such action by the
Administrative Agent shall not create an independent default by the
Borrowers).  If a court of competent jurisdiction shall adjudge that
any amount received and distributed by the Administrative Agent is to be repaid,
each Person to whom any such distribution shall have been made shall either
repay to the Administrative Agent its proportionate share of the amount so
adjudged to be repaid or shall pay over the same in such manner and to such
Persons as shall be determined by such court.

     

    14-6.                      Holders of
Notes.  The Administrative Agent may deem and treat the payee
of any Note as the absolute owner or purchaser thereof for all purposes hereof
until it shall have been furnished in writing with a different name by such
payee or by a subsequent holder, assignee or transferee.

     

    14-7.                      Indemnity.  The
Lenders ratably agree hereby to indemnify and hold harmless the Administrative
Agent from and against any and all claims, actions and suits (whether groundless
or otherwise), losses, damages, costs, out of pocket expenses (including any
expenses for which the Administrative Agent has not been reimbursed by the
Borrowers as required by Section 13-4), and liabilities of every nature
and character arising out of or related to this Agreement, the Notes, or any of
the other Loan Documents or the transactions contemplated or evidenced hereby or
thereby, or the Administrative Agent’s actions taken hereunder or thereunder,
except to the extent that any of the same shall be directly caused by the
Administrative Agents’ willful misconduct or gross negligence.

     

    14-8.                      Administrative Agent as
Lender; Limitation on other Agents’ Liability.  In its
individual capacity, Brown Brothers Harriman & Co. shall have the same
obligations and the

     


    
      
        1097265.4

      

      
        -71-

        
          

        

      

      
        
        

      

    


    same
rights, powers and privileges in respect to its Commitments and the Loans made
by it, and as the holder of any of the Notes as it would have were it not also
the Administrative Agent.  None of the Documentation Agent or the
Syndication Agent, in such capacities, shall have any right, power, obligation,
liability, responsibility or duty under this Agreement or any other Loan
Document.

     

    14-9.                      Resignation.  The
Administrative Agent may resign at any time by giving sixty (60) days’ prior
written notice thereof to the Lenders and the Borrowers.  Upon any
such resignation, the Required Lenders shall have the right to appoint a
successor to Administrative Agent.  Unless an Event of Default shall
have occurred and be continuing, such successor Administrative Agent shall be
reasonably acceptable to the Borrowers in their reasonable
discretion.  If no successor Administrative Agent shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within thirty (30) days after the retiring Administrative Agent’s giving of
notice of resignation, then the retiring Administrative Agent may, on behalf of
the Lenders, after consultation with the Lenders, appoint a successor
Administrative Agent, which shall be a Lender or which meets the requirements of
subjection (a) of the definition of an Eligible Assignee, and unless an Event of
Default shall have occurred and be continuing, such successor Administrative
Agent being reasonably acceptable to the Borrowers in its reasonable
discretion.  Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder.  After any retiring Administrative Agent’s
resignation, the provisions of this Agreement and the other Loan Documents shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.  In
addition, if at any time Administrative Agent shall no longer act as a Lender
hereunder (subject to the provisions of Section 14-13 below), unless same results from
a merger or other consolidation of the Administrative Agent with a Lender, the
Required Lenders shall have the right to appoint a successor Administrative
Agent subject to the provisions of this Section 14-9.

     

    14-10.                      Notification of Suspension
Events and Events of Default; Distributions of Notices
and Documents by Administrative Agent.  Each Lender hereby
agrees that, upon learning of the existence of a Suspension Event or an Event of
Default, it shall promptly notify the Administrative Agent
thereof.  The Administrative Agent hereby agrees that upon receipt of
any notice under this Section 14-10 it shall promptly notify in
writing the other Lenders of the existence of such Suspension Event or Event of
Default.

     

    (b)           The
Administrative Agent, to the extent that the Administrative Agent has not done
so, will forward to each Lender, promptly after the Administrative Agent’s
receipt thereof, a copy of each notice or other document furnished to the
Administrative Agent pursuant to this Agreement, including quarterly and annual
financial statements received from the Borrowers pursuant to ARTICLE 8
of this Agreement, other than any of the following:

     

    (i)           Routine
communications associated with requests for Revolving Credit Loans and/or the
issuance of L/C’s.

     


    
      
        1097265.4

      

      
        -72-

        
          

        

      

      
        
        

      

    


    (ii)           Routine
or nonmaterial communications.

     

    (iii)           Any
notice or document required by any of the Loan Documents to be furnished to the
Lenders by the Borrowers.

     

    (iv)           Any
notice or document of which the Administrative Agent has knowledge that such
notice or document had been forwarded to the Lenders other than by the
Administrative Agent.

     

    14-11.                      Duties in the Case of
Enforcement.  In case that one or more Events of Default have
occurred and shall be continuing, and whether or not acceleration of the
Liabilities shall have occurred, the Administrative Agent shall, if (a) so
requested by the Required Lenders and (b) the Required Lenders have provided to
the Administrative Agent such additional indemnities and assurances against
expenses and liabilities as the Administrative Agent may reasonably request,
proceed to enforce the provisions of the Loan Documents and exercise all or any
such legal and equitable and other rights or remedies as it may have in respect
of the Loan Documents.  The Required Lenders may direct the
Administrative Agent in writing as to the method and the extent of any such
rights or remedies, the Lenders hereby agreeing to indemnify and hold the
Administrative Agent harmless from all liabilities incurred in respect of all
actions taken or omitted in accordance with such directions, provided that the
Administrative Agent need not comply with any such direction to the extent that
the Administrative Agent reasonably believes its compliance with such direction
to be unlawful or, upon the advice of counsel, would be found to be commercially
unreasonable in any applicable jurisdiction.  The Administrative Agent
may, in its discretion but without obligation, in the absence of direction from
the Required Lenders, take such interim actions as they believe necessary to
preserve the rights of the Lenders hereunder, including but not limited to
petitioning a court for injunctive relief or appointment of a
receiver.  Each of the Lenders acknowledges and agrees that no
individual Lender may separately enforce or exercise any of the provisions of
any of the Loan Documents, including without limitation the Notes, other than
through the Administrative Agent.

     

    14-12.                      Delinquent
Lender.  If for any reason any Lender shall fail or refuse to
abide by its obligations under the Agreement, including without limitation its
obligation to make available to the Administrative Agent its pro rata share of
any Loan, expenses or setoff (a “Delinquent Lender”) and such
failure is not cured within ten (10) days of receipt from the Administrative
Agent of written notice thereof, then, in addition to the rights and remedies
that may be available to Administrative Agent, other Lenders, the Borrowers or
any other party at law or in equity, and not at limitation thereof, (i) such
Delinquent Lender’s right to participate in the administration of, or
decision-making rights related to, any Loan, this Agreement or the other Loan
Documents shall be suspended during the pendency of such failure or refusal, and
(ii) a Delinquent Lender shall be deemed to have assigned any and all payments
due to it from the Borrowers, whether on account of the outstanding Loans,
interest, fees or otherwise, to the remaining non-delinquent Lenders for
application to, and reduction of, their proportionate shares of the outstanding
Loans until, as a result of application of such assigned payments the Lenders’
respective pro rata shares of the outstanding Loans shall have returned to those
in effect immediately prior to such delinquency and without giving effect to the
nonpayment causing such delinquency.  The Delinquent Lender’s
decision-making and participation rights to payments as set forth in
clauses

     


    
      
        1097265.4

      

      
        -73-

        
          

        

      

      
        
        

      

    


    (i) and
(ii) hereinabove shall be restored only upon the payment by the Delinquent
Lender of its pro rata share of the Loans or expenses as to which it is
delinquent, together with interest thereon at the Default Rate from the date
when originally due until the date upon which any such amounts are actually
paid.

     

    The
non-delinquent Lenders shall also have the right, but not the obligation, in
their respective, sole and absolute discretion, to acquire for no cash
consideration, (pro rata, based on the
respective Commitments of those Lenders electing to exercise such right) the
Delinquent Lender’s Commitment to fund any future Loan (the “Future
Commitment”).  Upon any such purchase of the pro rata share of any
Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in any
future Loans and its rights under the Loan Documents with respect thereto shall
terminate on the date of purchase, and the Delinquent Lender shall promptly
execute all documents reasonably requested to surrender and transfer such
interest, including, if so requested, an Assignment and
Acceptance.  Each Delinquent Lender shall indemnify Administrative
Agent and each non-delinquent Lender from and against any and all loss, damage
or expenses, including but not limited to reasonable attorneys’ fees and funds
advanced by Administrative Agent or by any non-delinquent Lender, on account of
an Delinquent Lender’s failure to timely fund its pro rata share of a Loan
or to otherwise perform its obligations under the Loan Documents.

     

    14-13.                      Assignment and
Participation.

     

    (a)           Conditions to Assignment by
Lenders.  Except as provided herein, each Lender may assign to
one or more Eligible Assignees (or to any third party after the occurrence of an
Event of Default and while same is continuing) all or a portion of its
interests, rights and obligations under this Agreement (including all or a
portion of its Commitment Percentage and Commitment and the same portion of the
Loans at the time owing to it and the Notes held by it), upon satisfaction of
the following conditions: (a) each of the Administrative Agent and the Borrowers
shall have given its prior written consent to such assignment (provided that, in the case of
the Borrowers, such consent will not be unreasonably withheld and shall not be
required if an Event of Default shall have occurred and be continuing), (b) each
such assignment shall be of a constant, and not a varying, percentage of all the
assigning Lender’s rights and obligations under this Agreement, (c) prior to the
occurrence of an Event of Default, each assignment shall be in an amount that is
at least Ten Million Dollars ($10,000,000.00) and is a whole multiple of Two
Million Dollars ($2,000,000.00), and (d) the parties to such assignment shall
execute and deliver to the Administrative Agent, for recording in the Register,
an Assignment and Acceptance, substantially in the form of Exhibit AA hereto (an
“Assignment and
Acceptance”), together with any Notes subject to such
assignment.  Upon such execution, delivery, acceptance and recording,
from and after the effective date specified in each Assignment and Acceptance,
which effective date shall be at least five (5) Business Days after the
execution thereof, (x) the assignee thereunder shall be a party hereto and, to
the extent provided in such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder, and (y) the assigning Lender shall, to the
extent provided in such assignment and upon payment to the Administrative Agent
of the registration fee referred to in Section 14-13(c), be released from its
obligations under this Agreement.

     


    
      
        1097265.4

      

      
        -74-

        
          

        

      

      
        
        

      

    


    (b)           Certain Representations and
Warranties: Limitations, Covenants.  By executing and
delivering an Assignment and Acceptance, the parties to the assignment
thereunder confirm to and agree with each other and the other parties hereto as
follows:

     

    (i)           other
than the representation and warranty that it is the legal and beneficial owner
of the interest being assigned thereby free and clear of any adverse claim, the
assigning Lender makes no representation or warranty, express or implied, 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, the other Loan Documents or any other instrument or document
furnished pursuant hereto or the attachment, perfection or priority of any
security interest or mortgage;

     

    (ii)           the
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrowers and its
affiliates, related entities or subsidiaries or any other person primarily or
secondarily liable in respect of any of the Liabilities, or the performance or
observance by the Borrowers or any other person primarily secondarily liable in
respect of any of the Liabilities or any of their obligations under this
Agreement or any of the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto;

     

    (iii)           such
assignee confirms that it has received a copy of this Agreement, together with
copies of the most recent financial statement provided by the Borrowers as
required by the terms of this Agreement, together with 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;

     

    (iv)           such
assignee will, independently and without reliance upon the assigning Lender, the
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this
Agreement;

     

    (v)           such
assignee represents and warrants that (to the extent required herein) it is an
Eligible Assignee;

     

    (vi)           such
assignee appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement and the
other Loan Documents as are delegated to the Administrative Agent by the terms
hereof or thereof, together with such powers as are reasonably incidental
thereto;

     

    (vii)           such
assignee agrees that it will perform in accordance with their terms all of the
obligations that by the terms of this Agreement are required to be performed by
it as a Lender; and

     

    (viii)                      such
assignee represents and warrants that it is legally authorized to enter into
such Assignment and Acceptance.

     


    
      
        1097265.4

      

      
        -75-

        
          

        

      

      
        
        

      

    


    (c)           Register.  The
Administrative Agent shall maintain a copy of each Assignment and Acceptance
delivered to it and a register or similar list (the “Register”) for the recordation
of the names and addresses of the Lenders and the Commitment Percentage of, and
principal amount of the Loans owing to the Lenders from time to
time.  The entries in the Register shall be conclusive, in the absence
of manifest error, and the Borrowers, the Administrative Agent and the Lenders
may treat each person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement.  The Register shall be
available for inspection by the Borrowers and the Lenders at any reasonable time
and from time to time upon reasonable prior notice.  Upon each such
recordation, the assigning Lender agrees to pay to the Administrative Agent a
registration fee in the sum of Three Thousand Five Hundred Dollars
($3,500.00).

     

    (d)           New
Notes.  Upon its receipt of an Assignment and Acceptance
executed by the parties to such assignment, together with each Note subject to
such assignment, the Administrative Agent shall (a) record the information
contained therein in the Register, and (b) give prompt notice thereof to the
Borrowers and the Lenders (other than the assigning Lender).  Within
five (5) Business Days after receipt of such notice, the Borrowers, at their own
expense, shall execute and deliver to the Administrative Agent, in exchange for
each surrendered Note, a new Note to the order of such assignee in an amount
equal to the amount assumed by such assignee pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained some portion of its
obligations hereunder, a new Note to the order of the assigning Lender in an
amount equal to the amount retained by it hereunder.  Such new Notes
shall provide that they are replacements for the surrendered Notes, shall be in
an aggregate principal amount equal to the aggregate principal amount of the
surrendered Notes, shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be substantially in the form of the assigned
Notes.

     

    (e)           Participations.  Each
Lender may sell participations to one or more banks or other financial
institutions in all or a portion of such Lender’s rights and obligations under
this Agreement and the other Loan Documents; provided that (a) each such
participation shall be in a minimum amount of Five Million Dollars
($5,000,000.00), (b) prior to the occurrence of an Event of Default, each
participant shall meet the requirements of an Eligible Assignee, (c) any such
sale or participation shall not affect the rights and duties of the selling
Lender hereunder to the Borrowers, and (d) the only rights granted to the
participant pursuant to such participation shall be rights against the assigning
Lender, and neither the Administrative Agent nor any other Lender shall have any
obligation, duty or liability to any such participant of any other
Lender.

     

    14-14.                      Pledge to Federal
Reserve.  Any Lender may at any time pledge all or any portion
of its rights under the Loan Documents including any portion of the Notes to any
of the twelve (12) Federal Reserve Banks organized under Section 4 of the
Federal Reserve Act, 12 U.S.C. Section 341.  No such pledge or
enforcement thereof shall release such Lender from its obligations under any of
the Loan Documents.

     

    14-15.                      Consent or
Approval.  With respect to any requested amendment, waiver,
consent or other action which requires the approval of the Required Lenders or
all of the Lenders, as the case may be, in accordance with the terms of this
Agreement, or if Administrative Agent is required hereunder to seek, or desires
to seek, the approval of the Required Lenders or all of the

     


    
      
        1097265.4

      

      
        -76-

        
          

        

      

      
        
        

      

    


    Lenders,
as the case may be, prior to undertaking a particular action or course of
conduct, the Administrative Agent in each such case shall provide each Lender
with written notice of any such request for amendment, waiver or consent or any
other requested or proposed action or course of conduct, accompanied by such
detailed background information and explanations as may be reasonably necessary
to determine whether to approve or disapprove such amendment, waiver, consent or
other action or course of conduct.  Each Lender shall endeavor to
promptly respond to any such request.

     

    14-16.                      Treatment of Confidential
Information.  Each of the Lenders and the Agents agrees to
maintain the confidentiality of the Confidential Information (as defined below),
except that Confidential Information may be disclosed:

     

    (a)           to
its officers, directors, employees and representatives and only on a “need to
know” basis (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Confidential
Information and instructed to keep such Confidential Information
confidential);

     

    (b)           to
the extent requested by any regulatory authority purporting to have jurisdiction
over it;

     

    (c)           to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process;

     

    (d)           in
connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder;

     

    (e)           subject
to an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or participant in, or any prospective assignee
of or participant in, any of its rights or obligations under this Agreement or
(ii) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the any Borrower and its
obligations;

     

    (f)           with
the prior written consent of the Lead Borrower; or

     

    (g)           to
the extent such Information (i) becomes publicly available other than as a
result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a non-confidential basis from a source
other than the Borrowers.

     

    For
purposes of this Section, “Confidential
Information” means all information received from any of Borrowers or any
subsidiary relating to any Borrower or any Subsidiary or any of their respective
businesses, other than any such information that is available to Administrative
Agent or any Lender on a non-confidential basis prior to disclosure by any
Borrower or any Subsidiary, provided, however, that, in the
case of Confidential Information received from any Borrower or any Subsidiary
after the date hereof, such Confidential Information is clearly identified at
the time of delivery as confidential.  Any Person required to maintain
the confidentiality of any Confidential Information as provided in this Section
shall be considered to

     


    
      
        1097265.4

      

      
        -77-

        
          

        

      

      
        
        

      

    


    have
complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Confidential Information
as such Person would accord to its own confidential information but no less than
a reasonable standard of care.

     

    14-17.                      Consents, Amendments,
Waivers, etc.

     

    (a)           Except
as otherwise expressly set forth in any particular provision of this Agreement,
any consent or approval required or permitted by this Agreement to be given by
the Administrative Agent or the Lenders may be given, and any term of this
Agreement or of any other instrument related hereto or mentioned herein may be
amended, and the performance or observance by the Borrowers of any terms of this
Agreement or such other instrument or the continuance of any Event of Default
may be waived (either generally or in a particular instance and either
retroactively or prospectively) by the Administrative Agent or the Required
Lenders, as applicable, in their discretion.  Each such consent,
amendment or waiver shall be in writing.  No waiver shall extend to or
affect any obligation not expressly waived or impair any right consequent
thereon.  No course of dealing or delay or omission on the part of the
Administrative Agent or any Lender in exercising any right shall operate as a
waiver thereof or otherwise be prejudicial thereto.  No Loan made by
the Administrative Agent hereunder during the continuance of any Suspension
Event or Event of Default shall constitute a waiver thereof.  No
notice to or demand upon the Borrowers shall entitle the Borrower to other or
further notice or demand in similar or other circumstances.

     

    (b)           Notwithstanding
anything to the contrary contained in this Agreement, any provisions of this
Agreement pertaining to the administration of the Loans by the Lenders may be
amended by an instrument in writing signed by the Administrative Agent and the
Required Lenders with no additional consent required from the
Borrowers.

     

    (c)           Notwithstanding
the foregoing, the unanimous written approval of all the Lenders (other than a
Delinquent Lender) shall be required with respect to any proposed amendment,
waiver, discharge, termination, or consent which:

     

    (i)           has
the effect of, except as provided herein, (a) extending any Maturity Date or the
date of any amortization payment of any Note, (b) reducing the interest rate,
extending the time of payment, or changing the manner of calculation, of
interest or fees thereon, (c) increasing or reducing the principal amount
thereof, or (d) otherwise postponing or forgiving any Indebtedness
thereunder;

     

    (ii)           changes
the definition of Required Lenders or reduces the percentages specified in the
definition of Required Lenders;

     

    (iii)           except
as otherwise provided in this Agreement, change the amount of any Lender’s
Commitment or Commitment Percentage;

     

    (iv)           releases
or waives any guaranty of the Liabilities or indemnifications provided in the
Loan Documents;

     


    
      
        1097265.4

      

      
        -78-

        
          

        

      

      
        
        

      

    


    (v)           changes
to the definition of Consolidated Total Net Worth, Consolidated Total Funded
Indebtedness, EBIT, EBITDA, Net Income, Permitted Acquisition or Total Debt
Service;

     

    (vi)           amends,
modifies or waives any provisions of this paragraph; or

     

    (vii)           amends,
modifies or waives any term or condition of Sections 6-6, 6-19(o), 6-21(c),6-22, 6-29, 8-7, 8-8, 8-9 or 8-10.

     

    (d)           Without
the consent of the subject Agent, no such action shall amend, modify or waive
any provision of any Loan Document which relates to the rights or obligations of
the specific Agent.

     

    14-18.                      U.S. Patriot
Act.  Each Lender hereby notifies the Borrowers that pursuant
to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies the Borrowers, which
information includes the name and address of each Borrower and other information
that will allow such Lender to identify such Borrower in accordance with the
Act.

     

    14-19.                      Foreign Asset Control
Regulations.  Neither of the advance of the Revolving Credit
Loans nor the use of the proceeds of any thereof (or any other
Loan)  will violate the Trading With the Enemy Act (50 U.S.C. § 1 et
seq., as amended) (the “Trading With the Enemy Act”) or any of the foreign
assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or
any enabling legislation or executive order relating thereto (which for the
avoidance of doubt shall include, but shall not be limited to (a) Executive
Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg.
49079 (2001)) (the “Executive Order”) and (b) the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (Public Law 107-56)).  Furthermore, none of the
Borrowers or their Affiliates (a) is or will become a “blocked person” as
described in the Executive Order, the Trading With the Enemy Act or the Foreign
Assets Control Regulations or (b) engages or will engage in any dealings or
transactions, or be otherwise associated, with any such “blocked
person”.

     

    {REMAINDER
OF PAGE LEFT INTENTIONALLY BLANK}


    
      
        1097265.4

      

      
        -79-

        
          

        

      

      
        
        

      

    


    IN
WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS LOAN AGREEMENT AS AN INSTRUMENT
UNDER SEAL AS OF THE DATE FIRST WRITTEN ABOVE.

     

    

      
        	 	
                DYNAMICS
      RESEARCH CORPORATON

              
	 	
                (“Lead
      Borrower and Borrower”)

              
	 	 
      	 
      	 
      
	 	
                By:

              	
                /s/
      David Keleher

              	 
      
	 	
                Name:

              	
                David
      Keleher

              	 
      
	 	
                Title:

              	
                Senior
      Vice President - Finance,

              	 
      
	 	 
      	
                CFO
      and Treasurer

              	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                DRC
      INTERNATIONAL

                CORPORATON

              
	 	
                (“Borrower”)

              
	 	 
      	 
      	 
      
	 	
                By:

              	
                /s/
      David Keleher

              	 
      
	 	
                Name:

              	
                David
      Keleher

              	 
      
	 	
                Title:

              	
                Vice
      President - Finance CFO

              	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                H.J.
      FORD ASSOCIATES, INC.

              
	 	
                (“Borrower”)

              
	 	 
      	 
      	 
      
	 	
                By:

              	
                /s/
      David Keleher

              	 
      
	 	
                Name:

              	
                David
      Keleher

              	 
      
	 	
                Title:

              	
                Treasurer,
      CFO and Assistant

              	 
      
	 	 
      	
                Secretary

              	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                KADIX
      SYSTEMS, LLC

              
	 	
                (“Borrower”)

              
	 	 
      	 
      	 
      
	 	
                By:

              	
                /s/
      David Keleher

              	 
      
	 	
                Name:

              	
                David
      Keleher

              	 
      
	 	
                Title:

              	
                Manager

              	 
      


      

      
 

    


    
      
        1097265.4

      

      
        -S-1- 


        
          

        

      

      
        
        

      

    

     

     

    

      
        	 	
                BROWN
      BROTHERS HARRIMAN & CO.

              
	 	
                (“Administrative Agent and
      Lender”)

              
	 	 
      	 
      	 
      
	 	
                By:

              	
                /s/
      Daniel G. Head, Jr.

              	 
      
	 	
                Name:

              	
                Daniel
      G. Head, Jr.

              	 
      
	 	
                Title:

              	
                S.V.P.

              	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                TD
      BANK, N.A.

              
	 	
                (“Documentation Agent and
      Lender”)

              
	 	 
      	 
      	 
      
	 	
                By:

              	
                /s/
      David Nicholson

              	 
      
	 	
                Name:

              	
                David
      Nicholson

              	 
      
	 	
                Title:

              	
                VP
      - Director, Corporate Banking

              	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                BANK
      OF AMERICA, N.A.

              
	 	
                (“Syndication Agent and
      Lender”)

              
	 	 
      	 
      	 
      
	 	
                By:

              	
                /s/
      Jean S. Manthorne

              	 
      
	 	
                Name:

              	
                Jean
      S. Manthorne

              	 
      
	 	
                Title:

              	
                Senior
      Vice President

              	 
      


      

    

     

    
 

    
      
        1097265.4

      

      
        -S-2- 


        
          

        

      

      
        
        

      

    


    EXHIBITS

    


     

    The
following Exhibits to this Amended and Restated Loan Agreement are
respec­tively described in the section indicated.

     

    

      
        	
                EXHIBIT
      1

              	
                Commitments/Commitment
      Percentages

              	
                ARTICLE
      1

              
	 	 	 
	
                EXHIBIT
      3-5:

              	
                Revolving
      Credit Note

              	
                §3-5

              
	 	 	 
	
                EXHIBIT
      3-8:

              	
                Renewal/Conversion
      Notice

              	
                §3-8

              
	 	 	 
	
                EXHIBIT
      4-1:

              	
                Term
      Note

              	
                §4-1

              
	 	 	 
	
                EXHIBIT
      5-14:

              	
                Material
      Changes

              	
                §5-14

              
	 	 	 
	
                EXHIBIT
      6-2:

              	
                Related
      Entity

              	
                §6-2(b)

              
	 	 	 
	
                EXHIBIT
      6-5:

              	
                Locations

              	
                §6-5

              
	 	 	 
	
                EXHIBIT
      6-6:

              	
                Permitted
      Liens

              	
                §6-6

              
	 	 	 
	
                EXHIBIT
      6-7:

              	
                Indebtedness

              	
                §6-7

              
	 	 	 
	
                EXHIBIT
      6-8

              	
                Insurance
      Policies

              	
                §6-8

              
	 	 	 
	
                EXHIBIT
      6-9:

              	
                Licenses,
      Distributor Franchise Agreement

              	
                §6-9

              
	 	 	 
	
                EXHIBIT
      6-10:

              	
                Leases

              	
                §6-10

              
	 	 	 
	
                EXHIBIT
      6-11:

              	
                Legal
      Requirements

              	
                §6-11

              
	 	 	 
	
                EXHIBIT
      6-13:

              	
                Taxes

              	
                §6-13

              
	 	 	 
	
                EXHIBIT
      6-16:

              	
                Hazardous
      Materials

              	
                §6-16

              
	 	 	 
	
                EXHIBIT
      6-17:

              	
                Litigation

              	
                §6-17

              
	 	 	 
	
                EXHIBIT
      6-19:

              	
                Guaranties
      and Investments

              	
                §6-19

              
	 	 	 
	
                EXHIBIT
      6-28:

              	
                Government
      Contracts

              	
                §6-28

              
	 	 	 
	
                EXHIBIT
      8-4(c):

              	
                Compliance
      Certificate

              	
                §8-4

              
	 	 	 
	
                EXHIBIT
      AA:

              	
                Assignment
      and Acceptance

              	
                §14-13

              
	 	 	 
	
                EXHIBIT
      BB:

              	
                Existing
      L/Cs

              	
                ARTICLE
      1

              


      



    -Exhibits-

     

    1097265.4