<PAGE>

                                  EXHIBIT 10.3

                                CREDIT AGREEMENT

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

                                 [JPMORGAN LOGO]

                                CREDIT AGREEMENT

                                   dated as of

                                  April 8, 2004

                                      among

                       THE REYNOLDS AND REYNOLDS COMPANY,

                           REYNA CAPITAL CORPORATION,

                            The Lenders Party Hereto,

              CREDIT LYONNAIS NEW YORK BRANCH, as Syndication Agent

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

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

                          J.P. MORGAN SECURITIES INC.,
                     as Sole Bookrunner and Co-Lead Arranger

              CREDIT LYONNAIS NEW YORK BRANCH, as Co-Lead Arranger

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

                                       28
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  Page
                                                                                  ----
<S>                                                                               <C>
                              ARTICLE I Definitions

Section 1.01 Defined Terms......................................................    1
Section 1.02 Classification of Loans and Borrowings.............................   17
Section 1.03 Terms Generally....................................................   17
Section 1.04 Accounting Terms; GAAP.............................................   18

                             ARTICLE II The Credits

Section 2.01 Commitments........................................................   18
Section 2.02 Loans and Borrowings...............................................   18
Section 2.03 Requests for Revolving Borrowings..................................   19
Section 2.04 Co-Borrower's Obligations..........................................   19
Section 2.05 Swingline Loans....................................................   20
Section 2.06 Letters of Credit..................................................   21
Section 2.07 Funding of Borrowings..............................................   25
Section 2.08 Interest Elections.................................................   25
Section 2.09 Termination and Reduction of Commitments...........................   26
Section 2.10 Repayment of Loans; Evidence of Debt...............................   27
Section 2.11 Prepayment of Loans................................................   28
Section 2.12 Fees...............................................................   28
Section 2.13 Interest...........................................................   29
Section 2.14 Alternate Rate of Interest.........................................   30
Section 2.15 Increased Costs....................................................   31
Section 2.16 Break Funding Payments.............................................   32
Section 2.17 Taxes..............................................................   32
Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs........   34
Section 2.19 Mitigation Obligations; Replacement of Lenders.....................   35
Section 2.20 Commitment Increase................................................   36

                   ARTICLE III Representations and Warranties

Section 3.01 Organization; Powers...............................................   38
Section 3.02 Authorization; Enforceability......................................   38
Section 3.03 Governmental Approvals; No Conflicts...............................   38
Section 3.04 Financial Condition; No Material Adverse Change....................   38
Section 3.05 Properties.........................................................   39
Section 3.06 Litigation and Environmental Matters...............................   39
Section 3.07 Compliance with Laws and Agreements................................   39
Section 3.08 Investment and Holding Company Status..............................   40
Section 3.09 Taxes..............................................................   40
Section 3.10 ERISA..............................................................   40
Section 3.11 Disclosure.........................................................   40
Section 3.12 Intellectual Property Matters......................................   40
Section 3.13 Liens..............................................................   41
Section 3.14 Margin Stock.......................................................   41
Section 3.15 Burdensome Provisions..............................................   41
Section 3.16 Labor Matters......................................................   41
Section 3.17 Absence of Default.................................................   41
</TABLE>

                                       29
<PAGE>

<TABLE>
<S>                                                                                <C>
Section 3.18 Subsidiaries.......................................................   41

                              ARTICLE IV Conditions

Section 4.01 Effective Date.....................................................   41
Section 4.02 Each Credit Event..................................................   43

                         ARTICLE V Affirmative Covenants

Section 5.01 Financial Statements; Ratings Change and Other Information.........   43
Section 5.02 Notices of Material Events.........................................   44
Section 5.03 Existence; Conduct of Business.....................................   45
Section 5.04 Payment of Obligations.............................................   45
Section 5.05 Maintenance of Properties; Insurance...............................   45
Section 5.06 Books and Records; Inspection Rights...............................   45
Section 5.07 Compliance with Laws...............................................   45
Section 5.08 Use of Proceeds and Letters of Credit..............................   46

                          ARTICLE VI Negative Covenants

Section 6.01 Financial Covenants................................................   46
Section 6.02 Indebtedness.......................................................   46
Section 6.03 Liens..............................................................   47
Section 6.04 Fundamental Changes................................................   48
Section 6.05 Investments, Loans, Advances and Guarantees........................   48
Section 6.06 Hedging Agreements.................................................   49
Section 6.07 Restricted Payments................................................   49
Section 6.08 Sale Leaseback Transactions........................................   49
Section 6.09 Transactions with Affiliates.......................................   50
Section 6.10 Restrictive Agreements.............................................   50
Section 6.11 Certain Accounting Changes.........................................   50
Section 6.12 Issuances and Sales of Equity Interests of Subsidiaries............   50
Section 6.13 Actions with Respect to other Indebtedness.........................   51
Section 6.14 Limitations on Acquisitions........................................   51

                          ARTICLE VII Events of Default

                      ARTICLE VIII The Administrative Agent

                            ARTICLE IX Miscellaneous

Section 9.01 Notices............................................................   56
Section 9.02 Waivers; Amendments................................................   57
Section 9.03 Expenses; Indemnity; Damage Waiver.................................   58
Section 9.04 Successors and Assigns.............................................   59
Section 9.05 Survival...........................................................   62
Section 9.06 Counterparts; Integration; Effectiveness...........................   62
Section 9.07 Severability.......................................................   62
Section 9.08 Right of Setoff....................................................   63
Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process.........   63
Section 9.10 WAIVER OF JURY TRIAL...............................................   63
Section 9.11 Headings...........................................................   64
Section 9.12 Confidentiality....................................................   64
Section 9.13 Interest Rate Limitation...........................................   64
Section 9.14 Joint and Several Obligations......................................   65
Section 9.15 USA Patriot Act Notice.............................................   67
</TABLE>

                                       30
<PAGE>

SCHEDULES:

Schedule 2.01 -- Commitments
Schedule 3.06 -- Disclosed Matters
Schedule 3.18 - List of Subsidiaries
Schedule 6.02 -- Existing Indebtedness
Schedule 6.03 -- Existing Liens
Schedule 6.05 - Investments (Section 6.05(e))
Schedule 6.10 -- Existing Restrictions

EXHIBITS:

Exhibit A -- Form of Assignment and Assumption
Exhibit B -- Form of Opinion of Borrower's Counsel
Exhibit C - Form of Notice of Commitment Increase

      CREDIT AGREEMENT dated as of April 8, 2004, among THE REYNOLDS AND
REYNOLDS COMPANY, REYNA CAPITAL CORPORATION, the LENDERS party hereto, and
JPMORGAN CHASE BANK, as Administrative Agent.

      The parties hereto agree as follows:

                             ARTICLE I Definitions

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

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

      "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for
any Interest Period, an interest rate per annum (rounded upwards, if necessary,
to the next 1/100th of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.

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

      "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

      "Affiliate" means, with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

      "Alternate Base Rate" means, for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in
effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on
such day plus -1/2 of 1%. Any change in the Alternate Base Rate due to a change
in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change in the Prime
Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.

                                       31
<PAGE>

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

      "Applicable Rate" means, for any day, with respect to any Eurodollar
Revolving Loan, or with respect to the facility fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption
"Eurodollar Spread", "Facility Fee Rate" or "Utilization Fee", as the case may
be, based upon the ratings by Moody's and S&P, respectively, applicable on such
date to the Index Debt:

<TABLE>
<CAPTION>
     Index Debt Ratings:                       Eurodollar Spread  Facility Fee Rate   Utilization Fee
     -------------------                       -----------------  -----------------   ---------------
<S>                                            <C>                <C>                 <C>
Category 1: > or = A3/A-                             0.500%             0.125%             0.125%
Category 2: Baa1/BBB+                                0.725%             0.150%             0.125%
Category 3: Baa2/BBB                                 0.825%             0.175%             0.125%
Category 4: < or = Baa3/BBB-                         0.925%             0.200%             0.250%
</TABLE>

      For purposes of the foregoing, (i) if either Moody's or S&P shall not have
in effect a rating for the Index Debt (other than by reason of the circumstances
referred to in the last sentence of this definition), then such rating agency
shall be deemed to have established a rating in Category 4; (ii) if the ratings
established or deemed to have been established by Moody's and S&P for the Index
Debt shall fall within different Categories, the Applicable Rate shall be based
on the higher of the two ratings unless one of the two ratings is two or more
Categories removed from the other, in which case the Applicable Rate shall be
determined by reference to the Category next above that of the lower of the two
ratings; and (iii) if the ratings established or deemed to have been established
by Moody's and S&P for the Index Debt shall be changed (other than as a result
of a change in the rating system of Moody's or S&P), such change shall be
effective as of the date on which it is first announced by the applicable rating
agency, irrespective of when notice of such change shall have been furnished by
the Borrower to the Agent and the Lenders pursuant to Section 5.01 or otherwise.
Each change in the Applicable Rate shall apply during the period commencing on
the effective date of such change and ending on the date immediately preceding
the effective date of the next such change. If the rating system of Moody's or
S&P shall change, or if either such rating agency shall cease to be in the
business of rating corporate debt obligations, the Borrower and the Lenders
shall negotiate in good faith to amend this definition to reflect such changed
rating system or the unavailability of ratings from such rating agency and,
pending the effectiveness of any such amendment, the Applicable Rate shall be
determined by reference to the rating most recently in effect prior to such
change or cessation.

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

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

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

      "Availability Period" means the period from and including the Effective
Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

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

                                       32
<PAGE>

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

      "Borrower" means The Reynolds and Reynolds Company, an Ohio corporation.

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

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

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

      "Capital Lease" means, with respect to any Person, any lease of any
property that should, in accordance with GAAP, be classified and accounted for
as a capital lease on a consolidated balance sheet of such Person and its
consolidated subsidiaries.

      "Capital Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under any Capital Lease, and the amount of
such obligations shall be the capitalized amount thereof determined in
accordance with GAAP.

      "Change in Control" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof), of Equity
Interests representing more than 35% of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests of the Borrower; (b)
occupation of a majority of the seats (other than vacant seats) on the board of
directors of the Borrower by Persons who were neither (i) nominated by the board
of directors of the Borrower nor (ii) appointed by directors so nominated; (c)
the acquisition of direct or indirect Control of the Borrower by any Person or
group; or (d) the Borrower shall fail to own, directly or indirectly, 100% of
the Co-Borrower.

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

      "CI Lender" has the meaning assigned to such term in Section 2.20.

      "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Swingline Loans.

      "Co-Borrower" means Reyna Capital Corporation, an Ohio corporation.

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

      "Commitment" means, with respect to each Lender, the commitment of such
Lender to make Revolving Loans and to acquire participations in Letters of
Credit and Swingline Loans hereunder, expressed as an amount representing the
maximum aggregate amount of such Lender's Revolving Credit Exposure hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section
2.09, (b) increased pursuant to Section 2.20, and (c) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section
9.04. The initial amount of each Lender's Commitment is set forth on Schedule
2.01, or in the Assignment and Assumption pursuant to which such Lender shall
have assumed its Commitment, as applicable. The initial aggregate amount of the
Lenders' Commitments is $200,000,000.

                                       33
<PAGE>

      "Commitment Increase" has the meaning assigned to such term in Section
2.20.

      "Commitment Increase Effective Date" has the meaning assigned to such term
in Section 2.20.

      "Consolidated EBIT" means, for any period, as applied to the Borrower and
its consolidated Subsidiaries without duplication, the sum of the amounts for
such period of (a) Consolidated Net Income, plus (b) Consolidated Interest
Expense and (c) all federal, state, foreign and local income tax expense, all of
the foregoing as determined and computed on a consolidated basis in accordance
with GAAP.

      "Consolidated EBITDA" means, for any period, as applied to the Borrower
and its consolidated Subsidiaries without duplication, the sum of the amounts
for such period of (a) Consolidated Net Income, plus (b) Consolidated Interest
Expense, (c) all federal, state, foreign and local income tax expense and (d)
depreciation and amortization expense, all of the foregoing determined and
computed on a consolidated basis in accordance with GAAP.

      "Consolidated Funded Debt" means, as of any date, all obligations of the
Borrower and its consolidated Subsidiaries for borrowed money, including all
Indebtedness referred to in clauses (a), (b), (c), (g), (h), (i) and (m) of the
definition of "Indebtedness" set forth below.

      "Consolidated Interest Coverage Ratio" means the ratio of Consolidated
EBIT to Consolidated Interest Expense.

      "Consolidated Interest Expense" means, for any period, as applied to the
Borrower and its consolidated Subsidiaries, all interest expense (whether paid
or accrued) and capitalized interest (including, without duplication, interest
expense of the Co-Borrower), including (a) the amortization of debt discount and
premium, (b) the interest component under Capital Leases and (c) the implied
interest component, discount or other similar fees or charges in connection with
any asset securitization program, in each case as determined and computed on a
consolidated basis in accordance with GAAP.

      "Consolidated Leverage Ratio" means the ratio of Consolidated Funded Debt
to Consolidated EBITDA.

      "Consolidated Net Income" means, for any period, the net income, after
taxes of the Borrower and its consolidated Subsidiaries for such period as
determined and computed on a consolidated basis in accordance with GAAP.

      "Consolidated Stockholders' Equity" means the par or stated value of the
Equity Interests of the Borrower plus paid-in capital plus retained earnings and
plus or minus any other credits or debits to stockholders' equity, all as shown
on the consolidated balance sheet of the Borrower and its Subsidiaries prepared
in accordance with GAAP.

      "Consolidated Tangible Net Worth" means, as of any date, as applied to the
Borrower and its consolidated Subsidiaries, (a) the total assets of the Borrower
and its consolidated Subsidiaries at such date as set forth on a consolidated
balance sheet of the Borrower and its consolidated Subsidiaries prepared in
accordance with GAAP (but excluding therefrom for the purposes hereof
capitalized interest, debt discount and expense, goodwill, patents, trademarks,
copyrights, franchises, licenses, amounts due from officers and directors,
shareholders and affiliates of the Borrower and any other items which would be
treated as intangibles under GAAP, other than software) less (b) the total
liabilities of the Borrower and its consolidated Subsidiaries at such date as
set forth on a consolidated balance sheet of the Borrower and its consolidated
Subsidiaries prepared in accordance with GAAP.

      "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

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

      "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

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

                                       34
<PAGE>

      "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).

      "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

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

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

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

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

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

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

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

                                       35
<PAGE>

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

      "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer, assistant treasurer or controller of the
Borrower.

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

      "GAAP" means generally accepted accounting principles, as recognized by
the American Institute of Certified Public Accountants and the Financial
Accounting Standards Board, consistently applied and maintained on a consistent
basis throughout the period indicated.

      "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

      "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

      "Hedging Agreement" means any agreement with respect to any swap, forward,
future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or
debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions; provided that no phantom
stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of
the Borrower or the Subsidiaries shall be a Hedging Agreement.

      "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or advances of any kind, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person upon which interest charges are
customarily paid, (d) all obligations of such Person under conditional sale or
other title retention agreements relating to property acquired by such Person
(other than customary reservations or retentions of title under agreements with
suppliers entered into in the ordinary course of business), (e) all obligations
of such Person in respect of the deferred purchase price of property or services
(excluding trade debt incurred in the ordinary course of business and due within
six months of the incurrence thereof), (f) all obligations of such Person under
commodities agreements, (g) all Indebtedness of others secured by (or for which
the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien on, or payable out of the proceeds of production
from, property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, provided that for purposes hereof the amount
of such Indebtedness shall be limited to the greater of (i) the amount of such
Indebtedness as to which there is recourse to such Person and (ii) the fair
market value of the property which is subject to the Lien, (h) all Support
Obligations of such Person, (i) all Capital Lease Obligations of such Person,
(j) all net obligations of such Person in respect of Hedging Agreements, (k) the
maximum amount of all letters of credit or letters of guaranty issued or
bankers' acceptance facilities created for the account of such Person, and all
drafts drawn thereunder (to the extent not reimbursed), (l) all preferred Equity
Interests issued by such Person and required by the terms thereof to be
redeemed, or for which mandatory sinking fund payments are due, by a fixed date,
(m) the outstanding attributed principal amount under any asset securitization
program of such Person (including any notes or accounts receivable financing
program) and (n) the principal balance outstanding under any synthetic lease,
tax retention operating lease, off-balance sheet loan or similar off-balance
sheet financing product to which such Person is a party, where such transaction
is considered borrowed money Indebtedness for tax purposes but is classified as
an operating lease in accordance with GAAP. The Indebtedness of any Person shall
include the Indebtedness of any other

                                       36
<PAGE>

entity (including any partnership in which such Person is a general partner) to
the extent such Person is liable therefore as a result of such Person's
ownership interest in or other relationship with such entity, except to the
extent the terms of such Indebtedness provide that such Person is not liable
therefore.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Index Debt" means senior, unsecured, long-term indebtedness for borrowed
money of the Borrower (or the unsecured, long-term indebtedness of any other
Person, the rating of which is based upon a senior, unsecured guarantee by the
Borrower) that is not guaranteed by any other Person or subject to any other
credit enhancement.

      "Information Memorandum" means the Confidential Information Memorandum
dated March 2004 relating to the Borrower, the Co-Borrower and the Transactions.

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

      "Interest Payment Date" means (a) with respect to any ABR Loan (other than
a Swingline Loan), the last day of each March, June, September and December, (b)
with respect to any Eurodollar Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period
and (c) with respect to any Swingline Loan, the day that such Loan is required
to be repaid.

      "Interest Period" means with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as the Borrower may elect; provided, that (a) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless, in the case of a Eurodollar
Borrowing only, such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (b) any Interest Period pertaining to a Eurodollar
Borrowing that commences on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period. For purposes hereof, the date of a
Borrowing initially shall be the date on which such Borrowing is made and, in
the case of a Revolving Borrowing, thereafter shall be the effective date of the
most recent conversion or continuation of such Borrowing.

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

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

      "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrower at such time. The LC Exposure of any Lender at any time shall be
its Applicable Percentage of the total LC Exposure at such time.

      "Lenders" means the Persons listed on Schedule 2.01 and any other Person
that shall have become a party hereto pursuant to Section 2.20 or an Assignment
and Assumption, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Assumption. Unless the context otherwise requires,
the term "Lenders" includes the Swingline Lender.

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

      "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page

                                       37
<PAGE>

3750 of the Dow Jones Market Service (or on any successor or substitute page of
such Service, or any successor to or substitute for such Service, providing rate
quotations comparable to those currently provided on such page of such Service,
as determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the "LIBO Rate"
with respect to such Eurodollar Borrowing for such Interest Period shall be the
rate at which dollar deposits of $5,000,000 and for a maturity comparable to
such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

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

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

      "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, property, condition, financial or otherwise, or prospects
of the Borrower and the Subsidiaries taken as a whole, (b) the ability of the
Borrower to perform any of its obligations under this Agreement or (c) the
rights of or benefits available to the Administrative Agent or the Lenders under
this Agreement.

      "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), of any one or more of the Borrower and its Subsidiaries in
an aggregate principal amount exceeding $10,000,000.

      "Maturity Date" means April 8, 2009.

      "Moody's" means Moody's Investors Service, Inc.

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

      "New Funds Amount" has the meaning assigned to such term in Section 2.20.

      "Notice of Commitment Increase" has the meaning assigned to such term in
Section 2.20.

      "Obligations" means all obligations of the Borrower and the Co-Borrower
(i) to each Lender for the full and prompt payment when due (whether at the
stated maturity, by acceleration or otherwise) of the principal and interest on
each note, if any, issued by either of the Borrower or the Co-Borrower to such
Lender, and Loans made under this Agreement, together with all the other
obligations and liabilities (including, without limitation, indemnities, fees
and interest thereon) of either of the Borrower or the Co-Borrower to such
Lender now existing or hereafter incurred under, arising out of or in connection
with this Agreement and the due performance and compliance with all the terms,
conditions and agreements contained in this Agreement by the Borrower and the
Co-Borrower and (ii) to the Administrative Agent arising out of this Agreement.

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

      "Participant" has the meaning set forth in Section 9.04.

      "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

      "Permitted Encumbrances" means:

                                       38
<PAGE>

      (a) Liens imposed by law for taxes that are not yet due or are being
contested in compliance with Section 5.04;

      (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's and
other like Liens imposed by law, arising in the ordinary course of business and
securing obligations that are not overdue by more than 60 days or are being
contested in compliance with Section 5.04;

      (c) pledges and deposits made in the ordinary course of business in
compliance with workers' compensation, unemployment insurance and other social
security laws or regulations;

      (d) deposits to secure the performance of bids, trade contracts, leases,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case in the ordinary course of business;

      (e) judgment liens in respect of judgments that do not constitute an Event
of Default under clause (k) of Article VII; and

      (f) easements, zoning restrictions, rights-of-way and similar encumbrances
on real property imposed by law or arising in the ordinary course of business
that do not secure any monetary obligations and do not materially detract from
the value of the affected property or interfere with the ordinary conduct of
business of the Borrower or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

      "Permitted Investments" means:

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

      (b) investments in commercial paper maturing within 270 days from the date
of acquisition thereof and having, at such date of acquisition, a minimum credit
rating of A-1 from S&P or P-1 from Moody's;

      (c) investments in certificates of deposit, banker's acceptances and time
deposits maturing within 365 days from the date of acquisition thereof issued or
guaranteed by or placed with, and money market deposit accounts issued or
offered by, (i) any Lender or (ii) any domestic office of any commercial bank
organized under the laws of the United States of America or any State thereof
which has a combined capital and surplus and undivided profits of not less than
$500,000,000;

      (d) fully collateralized repurchase agreements with a term of not more
than 180 days for securities described in clause (a) above and entered into with
a financial institution satisfying the criteria described in clause (c) above;

      (e) money market funds that (i) comply with the criteria set forth in
Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of
1940, (ii) are rated A by S&P and A2 by Moody's and (iii) have portfolio assets
of at least $1,000,000,000;

      (f) adjustable rate preferred stock and short-term or variable rate
tax-exempt notes or bonds maturing within 365 days from the date of acquisition
thereof and having, at such date of acquisition, a minimum credit rating of A
from S&P or A2 from Moody's;

      (g) adjustable rate mortgage mutual funds that are backed by the full
faith and credit of the United States of America and that have a minimum credit
rating of A from S&P or A2 from Moody's; and

      (h) auction rate securities maturing within 49 days from the date of
acquisition thereof and having, at such date of acquisition, a minimum credit
rating of AAA from S&P or Aaa from Moody's.

      "Permitted Receivables" shall mean all obligations of any obligor (whether
now existing or hereafter arising) under a contract for sale of property, goods
or services made in the ordinary course of business by the Borrower or any of
its Subsidiaries, which shall include any obligation of such obligor (whether
now existing or hereafter arising) to pay interest,

                                       39
<PAGE>

finance charges or amounts with respect thereto and, with respect to any of the
foregoing receivables or obligations, (a) all of the interest of the Borrower or
any of its Subsidiaries in the goods (including returned goods) the sale of
which gave rise to such receivable or obligation after the passage of title
thereto to any obligor, (b) all other Liens and property subject thereto from
time to time purporting to secure payment of such receivables or obligations,
and (c) all guarantees, insurance, letters of credit and other agreements or
arrangements of whatever character from time to time supporting or securing
payment of any such receivables or obligations.

      "Permitted Receivables Purchase Facility" shall mean any agreement of the
Borrower or any of its Subsidiaries providing for sales, transfers or
conveyances of Permitted Receivables purporting to be sales (and considered
sales under GAAP) that do not provide, directly or indirectly, for recourse
against the seller of such Permitted Receivables (or against any of such
seller's affiliates) by way of a guaranty or any other support arrangement, with
respect to the amount of such Permitted Receivables (based on the financial
condition or circumstances of the obligor thereunder), other than such limited
recourse as is reasonable given market standards for transactions of a similar
type, taking into account such factors as historical bad debt loss experience
and obligor concentration levels.

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

      "Plan" means any employee pension benefit plan (other than a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code
or Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

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

      "Reducing Percentage Lender" has the meaning assigned to such term in
Section 2.20.

      "Reduction Amount" has the meaning assigned to such term in Section 2.20.

      "Register" has the meaning set forth in Section 9.04.

      "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

      "Required Lenders" means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing more than 51% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time.

      "Restricted Payment" means any dividend or other distribution (whether in
cash, securities or other property) with respect to any Equity Interests in the
Borrower or any Subsidiary (other than (i) dividends or distributions payable in
Equity Interests of the applicable Person and (ii) dividends or distributions
payable, directly or indirectly through Subsidiaries, to the Borrower or, in
connection with a transaction specifically permitted by Section 6.04(a)(iv), to
any wholly-owned Subsidiary), or any payment (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancellation or termination
of any such Equity Interests in the Borrower or any option, warrant or other
right to acquire any such Equity Interests in the Borrower.

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

      "Revolving Loan" means a Loan made pursuant to Section 2.03.

      "Reyna Lease Receivables Facility" shall mean any agreement of the
Co-Borrower providing for the on-balance sheet financing of Permitted
Receivables and that does not provide, directly or indirectly, for recourse
against the Co-Borrower (or against any of the Co-Borrower's Affiliates) by way
of a guaranty or any other support arrangement, with respect to the

                                       40
<PAGE>

amount of such Permitted Receivables (based on the financial condition or
circumstances of the obligor thereunder), other than such limited recourse as is
reasonable given market standards for transactions of a similar type, taking
into account such factors as historical bad debt loss experience and obligor
concentration levels.

      "S&P" means Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc.

      "Sale and Leaseback Transaction" means any direct or indirect arrangement
with any Person or to which any such Person is a party, providing for the
leasing to the Borrower or any Subsidiary of any property, whether owned by the
Borrower or a Subsidiary as of the Effective Date or later acquired, which has
been or is to be sold or transferred by the Borrower or a Subsidiary to such
Person or to any other Person from whom funds have been, or are to be, advanced
by such Person on the security of such property.

      "Significant Subsidiary" means any Subsidiary, including its subsidiaries,
that meets any of the following conditions: (i) the Borrower's and its other
Subsidiaries' equity in the income from continuing operations before interest
expense and all income taxes of such Subsidiary exceeds 10% of Consolidated EBIT
for the most recently completed fiscal year or (ii) the Borrower's and its other
Subsidiaries' investments in and advances to such Subsidiary exceeds 10% of the
total assets of the Borrower and its Subsidiaries consolidated as of the end of
the most recently completed fiscal year or (iii) the Borrower's and its other
Subsidiaries' proportionate share of the total assets (after intercompany
eliminations) of such Subsidiary exceeds 10% of the total assets of the Borrower
and its Subsidiaries consolidated as of the end of the most recently completed
fiscal year.

      "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject (a) with
respect to the Base CD Rate, for new negotiable nonpersonal time deposits in
dollars of over $100,000 with maturities approximately equal to three months and
(b) with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such
reserve percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

      "subsidiary" means, with respect to any Person (the "parent") at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent's consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than 50%
of the equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the
parent and one or more subsidiaries of the parent.

      "Subsidiary" means any subsidiary of the Borrower.

      "Subordinated Debt" means any Indebtedness of the Borrower that by its
terms is subordinated to the Indebtedness and obligations arising under this
Agreement.

      "Support Obligation" means, with respect to any Person and its
subsidiaries, without duplication, any obligation, contingent or otherwise, of
any such Person (the "guarantor") pursuant to which such Person has directly or
indirectly guaranteed any Indebtedness or other obligation of any other Person
(the "primary obligor") and, without limiting the generality of the foregoing,
any obligation, direct or indirect, contingent or otherwise, of any such Person
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation (whether arising by virtue of
partnership arrangements, by agreement to keep well, to purchase assets, goods,
securities or services, or to maintain financial statement condition or
otherwise) or (b) entered into for the purpose of assuring in any other manner
the obligee of such Indebtedness or other obligation of the payment thereof or
to protect such obligee against loss in respect thereof (in whole or in part);
provided that the term Support Obligation shall not include (i) endorsements for
collection or deposit in the ordinary course of business or (ii) a contractual
commitment by one Person to invest in another Person for so long as such
investment is expected to constitute a Permitted Investment.

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<PAGE>

      "Swingline Exposure" means, at any time, the aggregate principal amount of
all Swingline Loans outstanding at such time. The Swingline Exposure of any
Lender at any time shall be its Applicable Percentage of the total Swingline
Exposure at such time.

      "Swingline Lender" means JPMorgan Chase Bank, in its capacity as lender of
Swingline Loans hereunder.

      "Swingline Loan" means a Loan made pursuant to Section 2.05.

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

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

      "Transactions" means the execution, delivery and performance by the
Borrower of this Agreement, the borrowing of Loans, the use of the proceeds
thereof and the issuance of Letters of Credit hereunder.

      "Type", when used in reference to any Loan or Borrowing, refers to whether
the rate of interest on such Loan, or on the Loans comprising such Borrowing, is
determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

      "USA Patriot Act" has the meaning set forth in Section 9.15.

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

      Section 1.02 Classification of Loans and Borrowings. For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving
Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type (e.g., a
"Eurodollar Revolving Loan"). Borrowings also may be classified and referred to
by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a "Eurodollar
Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving Borrowing").

      Section 1.03 Terms Generally. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

      Section 1.04 Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of

                                       42
<PAGE>

any change occurring after the date hereof in GAAP or in the application thereof
on the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                             ARTICLE II The Credits

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

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

            (b) Subject to Section 2.14, each Revolving Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request
in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at
its option may make any Eurodollar Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any exercise
of such option shall not affect the obligation of the Borrower to repay such
Loan in accordance with the terms of this Agreement.

            (c) At the commencement of each Interest Period for any Eurodollar
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $5,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Commitments or that is required
to finance the reimbursement of an LC Disbursement as contemplated by Section
2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple
of $1,000,000 and not less than $5,000,000. Borrowings of more than one Type and
Class may be outstanding at the same time; provided that there shall not at any
time be more than a total of ten Eurodollar Revolving Borrowings outstanding.

            (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

      Section 2.03 Requests for Revolving Borrowings. To request a Revolving
Borrowing, the Borrower shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.,
New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New
York City time, one Business Day before the date of the proposed Borrowing;
provided that any such notice of an ABR Revolving Borrowing to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be
given not later than 10:00 a.m., New York City time, on the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the Borrower. Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.02:

                  (i) the aggregate amount of the requested Borrowing;

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

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<PAGE>

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

                  (iv) in the case of a Eurodollar Borrowing, the initial
Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term "Interest Period"; and

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

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

      Section 2.04 Co-Borrower's Obligations. The Co-Borrower is a party hereto
for purposes of providing co-extensive obligors (on a joint and several basis)
for the Indebtedness evidenced by the Loans and the other obligations under this
Agreement. All references in this Agreement to the "Borrower" shall be deemed to
include a reference to the Co-Borrower, mutatis mutandis, whether or not actual
reference is made thereto and the Co-Borrower shall be entitled to borrow Loans
hereunder in its own name; provided, that, without limiting the generality of
the foregoing, any obligations of any of the parties hereto to the Borrower
shall be deemed fulfilled with respect to the Co-Borrower when fulfilled with
respect to the Borrower.

      Section 2.05 Swingline Loans. (a) Subject to the terms and conditions set
forth herein, the Swingline Lender agrees to make Swingline Loans to the
Borrower from time to time during the Availability Period, in an aggregate
principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $25,000,000
or (ii) the sum of the total Revolving Credit Exposures exceeding the total
Commitments; provided that the Swingline Lender shall not be required to make a
Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Swingline Loans.

            (b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 12:00 noon, New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower. The Swingline Lender shall make each
Swingline Loan available to the Borrower by means of a credit to the general
deposit account of the Borrower with the Swingline Lender (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m.,
New York City time, on the requested date of such Swingline Loan.

            (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on any
Business Day require the Lenders to acquire participations on such Business Day
in all or a portion of the Swingline Loans outstanding. Such notice shall
specify the aggregate amount of Swingline Loans in which Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent will
give notice thereof to each Lender, specifying in such notice such Lender's
Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the Administrative Agent, for the account of the Swingline Lender,
such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever. Each Lender shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same manner as
provided in Section 2.07 with respect to Loans made by such Lender (and Section
2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders),
and the Administrative Agent shall promptly pay to the Swingline Lender the
amounts so received by it from the Lenders. The Administrative Agent shall
notify the Borrower of any participations in any Swingline Loan acquired
pursuant to this paragraph, and thereafter

                                       44
<PAGE>

payments in respect of such Swingline Loan shall be made to the Administrative
Agent and not to the Swingline Lender. Any amounts received by the Swingline
Lender from the Borrower (or other party on behalf of the Borrower) in respect
of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a
sale of participations therein shall be promptly remitted to the Administrative
Agent; any such amounts received by the Administrative Agent shall be promptly
remitted by the Administrative Agent to the Lenders that shall have made their
payments pursuant to this paragraph and to the Swingline Lender, as their
interests may appear; provided that any such payment so remitted shall be repaid
to the Swingline Lender or to the Administrative Agent, as applicable, if and to
the extent such payment is required to be refunded to the Borrower for any
reason. The purchase of participations in a Swingline Loan pursuant to this
paragraph shall not relieve the Borrower of any default in the payment thereof.

      Section 2.06 Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of
Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the Availability Period. In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by the Borrower to,
or entered into by the Borrower with, the Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control.

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. If requested by the Issuing Bank, the Borrower
also shall submit a letter of credit application on the Issuing Bank's standard
form in connection with any request for a Letter of Credit. A Letter of Credit
shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed $25,000,000
and (ii) the sum of the total Revolving Credit Exposures shall not exceed the
total Commitments.

            (c) Expiration Date. Each Letter of Credit shall expire no later
than the earlier of (i) one year after the date of issuance or renewal thereof
in accordance with the term of such Letter of Credit; provided that any Letter
of Credit with an expiry date occurring one year after its issuance may be
renewed for additional one-year periods; and provided further that no such
additional one-year period may extend beyond the date that is five Business Days
prior to the Maturity Date and (ii) five Business Days prior to the Maturity
Date.

            (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Lender, and each Lender hereby acquires from the Issuing
Bank, a participation in such Letter of Credit equal to such Lender's Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of the Issuing Bank, such Lender's Applicable Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the
date due as provided in paragraph (e) of this Section, or of any reimbursement
payment required to be refunded to the Borrower for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.

            (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, New York City time, on

                                       45
<PAGE>

(i) the Business Day that the Borrower receives such notice, if such notice is
received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii)
the Business Day immediately following the day that the Borrower receives such
notice, if such notice is not received prior to such time on the day of receipt;
provided that, if such LC Disbursement is not less than $5,000,000, the Borrower
may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.03 or 2.05 that such payment be financed with an ABR
Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent
so financed, the Borrower's obligation to make such payment shall be discharged
and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the
Borrower fails to make such payment when due, the Administrative Agent shall
notify each Lender of the applicable LC Disbursement, the payment then due from
the Borrower in respect thereof and such Lender's Applicable Percentage thereof.
Promptly following receipt of such notice, each Lender shall pay to the
Administrative Agent its Applicable Percentage of the payment then due from the
Borrower, in the same manner as provided in Section 2.07 with respect to Loans
made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the
payment obligations of the Lenders), and the Administrative Agent shall promptly
pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such
payment to the Issuing Bank or, to the extent that Lenders have made payments
pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders
and the Issuing Bank as their interests may appear. Any payment made by a Lender
pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement
(other than the funding of ABR Revolving Loans or a Swingline Loan as
contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.

            (f) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by the Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or willful misconduct on the part of the
Issuing Bank (as finally determined by a court of competent jurisdiction), the
Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

            (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Lenders with respect to any such LC
Disbursement.

            (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower

                                       46
<PAGE>

reimburses such LC Disbursement, at the rate per annum then applicable to ABR
Revolving Loans; provided that, if the Borrower fails to reimburse such LC
Disbursement when due pursuant to paragraph (e) of this Section, then Section
2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for
the account of the Issuing Bank, except that interest accrued on and after the
date of payment by any Lender pursuant to paragraph (e) of this Section to
reimburse the Issuing Bank shall be for the account of such Lender to the extent
of such payment.

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

            (j) Cash Collateralization. If any Event of Default shall occur and
be continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with LC Exposure representing greater than 50% of
the total LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph, the Borrower shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
Lenders, an amount in cash equal to the LC Exposure as of such date plus any
accrued and unpaid interest thereon; provided that the obligation to deposit
such cash collateral shall become effective immediately, and such deposit shall
become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default with respect to the Borrower
described in clause (h) or (i) of Article VII. Such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the
obligations of the Borrower under this Agreement. The Administrative Agent shall
have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option and sole
discretion of the Administrative Agent and at the Borrower's risk and expense,
such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be
applied by the Administrative Agent to reimburse the Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Lenders with LC Exposure
representing greater than 50% of the total LC Exposure), be applied to satisfy
other obligations of the Borrower under this Agreement. If the Borrower is
required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived.

      Section 2.07 Funding of Borrowings. (a) Each Lender shall make each Loan
to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders; provided that Swingline Loans shall be made as provided
in Section 2.05. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing Request;
provided that ABR Revolving Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.06(e) shall be remitted by the
Administrative Agent to the Issuing Bank.

            (b) Unless the Administrative Agent shall have received notice from
a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of

                                       47
<PAGE>

the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation or
(ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If
such Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender's Loan included in such Borrowing.

      Section 2.08 Interest Elections. (a) Each Revolving Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period
as specified in such Borrowing Request. Thereafter, the Borrower may elect to
convert such Borrowing to a different Type or to continue such Borrowing and, in
the case of a Eurodollar Revolving Borrowing, may elect Interest Periods
therefor, all as provided in this Section. The Borrower may elect different
options with respect to different portions of the affected Borrowing, in which
case each such portion shall be allocated ratably among the Lenders holding the
Loans comprising such Borrowing, and the Loans comprising each such portion
shall be considered a separate Borrowing. This Section shall not apply to
Swingline Borrowings, which may not be converted or continued.

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

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

                  (i) the Borrowing to which such Interest Election Request
applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting
Borrowing (in which case the information to be specified pursuant to clauses
(iii) and (iv) below shall be specified for each resulting Borrowing);

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

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

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term "Interest
Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

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

            (e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Revolving Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Required Lenders, so notifies the Borrower, then, so long
as an Event of Default is continuing (i) no outstanding Revolving Borrowing may
be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid,
each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at
the end of the Interest Period applicable thereto.

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

            (b) The Borrower may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $1,000,000 and not less
than

                                       48
<PAGE>

$10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments
if, after giving effect to any concurrent prepayment of the Loans in accordance
with Section 2.11, the sum of the Revolving Credit Exposures would exceed the
total Commitments.

            (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Commitments delivered by the Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably
among the Lenders in accordance with their respective Commitments.

      Section 2.10 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby
unconditionally promises to pay (i) to the Administrative Agent for the account
of each Lender the then unpaid principal amount of each Revolving Loan on the
Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount
of each Swingline Loan on the earlier of the Maturity Date and the first date
after such Swingline Loan is made that is the 15th or last day of a calendar
month and is at least two Business Days after such Swingline Loan is made;
provided that on each date that a Revolving Borrowing is made, the Borrower
shall repay all Swingline Loans then outstanding.

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

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

            (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

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

      Section 2.11 Prepayment of Loans. (a) The Borrower shall have the right at
any time and from time to time to prepay any Borrowing in whole or in part,
subject to prior notice in accordance with paragraph (b) of this Section.

            (b) The Borrower shall notify the Administrative Agent (and, in the
case of prepayment of a Swingline Loan, the Swingline Lender) by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of prepayment, (ii) in the
case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New
York City time, one Business Day before the date of prepayment or (iii) in the
case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City
time, on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of prepayment is given
in connection with a conditional notice of termination of the Commitments as
contemplated by Section 2.09, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.09. Promptly
following receipt of any such notice relating to a Revolving Borrowing, the
Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Revolving Borrowing shall be in an amount that would
be permitted in

                                       49
<PAGE>

the case of an advance of a Revolving Borrowing of the same Type as provided in
Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably
to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied
by accrued interest to the extent required by Section 2.13.

      Section 2.12 Fees. (a) The Borrower agrees to pay to the Administrative
Agent for the account of each Lender a facility fee, which shall accrue at the
Applicable Rate on the daily amount of the Commitment of such Lender (whether
used or unused) during the period from and including the Effective Date to but
excluding the date on which such Commitment terminates; provided that, if such
Lender continues to have any Revolving Credit Exposure after its Commitment
terminates, then such facility fee shall continue to accrue on the daily amount
of such Lender's Revolving Credit Exposure from and including the date on which
its Commitment terminates to but excluding the date on which such Lender ceases
to have any Revolving Credit Exposure. Accrued facility fees shall be payable in
arrears on the last day of March, June, September and December of each year and
on the date on which the Commitments terminate, commencing on the first such
date to occur after the date hereof; provided that any facility fees accruing
after the date on which the Commitments terminate shall be payable on demand.
All facility fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day).

            (b) The Borrower agrees to pay to the Administrative Agent for the
account of each Lender at all times when the aggregate outstanding principal
amount of the total Revolving Credit Exposures is equal to or greater than 33%
of the aggregate total Commitments a utilization fee computed at the Applicable
Rate on the daily amount of the Revolving Credit Exposure of such Lender.
Accrued utilization fees shall be payable in arrears on the last day of March,
June, September and December of each year, commencing June 30, 2004 and on the
date the Loans are paid in full. All utilization fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

            (c) The Borrower agrees to pay (i) to the Administrative Agent for
the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate used to determine the interest rate applicable to Eurodollar Revolving
Loans on the average daily amount of such Lender's LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the Effective Date to but excluding the later of the date on
which such Lender's Commitment terminates and the date on which such Lender
ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee,
which shall accrue at the rate of 1/8 of 1.0% per annum on the average daily
amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date of termination of the
Commitments and the date on which there ceases to be any LC Exposure, as well as
the Issuing Bank's standard fees with respect to the issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings
thereunder. Participation fees and fronting fees accrued through and including
the last day of March, June, September and December of each year shall be
payable on the third Business Day following such last day, commencing on the
first such date to occur after the Effective Date; provided that all such fees
shall be payable on the date on which the Commitments terminate and any such
fees accruing after the date on which the Commitments terminate shall be payable
on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph
shall be payable within 10 days after demand. All participation fees and
fronting fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).

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

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

      Section 2.13 Interest. (a) The Loans comprising each ABR Borrowing shall
bear interest at the Alternate Base Rate. All Swingline Loans shall bear
interest at the Alternate Base Rate.

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

            (c) Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee or other amount

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payable by the Borrower hereunder is not paid when due, whether at stated
maturity, upon acceleration or otherwise, such overdue amount shall bear
interest, after as well as before judgment, at a rate per annum equal to (i) in
the case of overdue principal of any Loan, 2% plus the rate otherwise applicable
to such Loan as provided in the preceding paragraphs of this Section or (ii) in
the case of any other amount, 2% plus the rate applicable to ABR Loans as
provided in paragraph (a) of this Section.

            (d) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Commitments; provided that (i) interest accrued pursuant
to paragraph (c) of this Section shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

            (e) All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.

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

            (a) the Administrative Agent determines (which determination shall
be conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest Period; or

            (b) the Administrative Agent is advised by the Required Lenders that
the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period
will not adequately and fairly reflect the cost to such Lenders of making or
maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective and (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if
the circumstances giving rise to such notice affect only one Type of Borrowings,
then the other Type of Borrowings shall be permitted.

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

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

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

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such

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Lender or the Issuing Bank hereunder (whether of principal, interest or
otherwise), then the Borrower will pay to such Lender or the Issuing Bank, as
the case may be, such additional amount or amounts as will compensate such
Lender or the Issuing Bank, as the case may be, for such additional costs
incurred or reduction suffered.

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

            (c) A certificate of a Lender or the Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or the Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a) or (b) of
this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the
case may be, the amount shown as due on any such certificate within 10 days
after receipt thereof.

            (d) Failure or delay on the part of any Lender or the Issuing Bank
to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender or the Issuing
Bank pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or the Issuing Bank, as
the case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

      Section 2.16 Break Funding Payments. In the event of (a) the payment of
any principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Eurodollar Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.11(b) and is revoked in accordance therewith), or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.19, then,
in any such event, the Borrower shall compensate each Lender for the loss, cost
and expense attributable to such event. In the case of a Eurodollar Loan, such
loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and period from other banks in the eurodollar market. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

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

            (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in

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accordance with applicable law.

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

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

            (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate.

            Without limiting the generality of the foregoing, in the event that
the Borrower is resident for tax purposes in the United States of America, any
Foreign Lender shall deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the
date on which such Foreign Lender becomes a Lender under this Agreement (and
from time to time thereafter upon the request of the Borrower or the
Administrative Agent, but only if such Foreign Lender is legally entitled to do
so), whichever of the following is applicable:

      (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States of
America is a party,

      (ii) duly completed copies of Internal Revenue Service Form W-8ECI,

      (iii) in the case of a Foreign Lender claiming the benefits of the
exemption for portfolio interest under section 881(c) of the Code, (x) a
certificate to the effect that such Foreign Lender is not (A) a "bank" within
the meaning of section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder"
of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a
"controlled foreign corporation" described in section 881(c)(3)(C) of the Code
and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or

      (iv) any other form prescribed by applicable law as a basis for claiming
exemption from or a reduction in United States Federal withholding tax duly
completed together with such supplementary documentation as may be prescribed by
applicable law to permit the Borrower to determine the withholding or deduction
required to be made.

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

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Person.

      Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
(a) The Borrower shall make each payment required to be made by it hereunder
(whether of principal, interest, fees or reimbursement of LC Disbursements, or
of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to
12:00 noon, New York City time, on the date when due, in immediately available
funds, without set-off or counterclaim. Any amounts received after such time on
any date may, in the discretion of the Administrative Agent, be deemed to have
been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at
its offices at 270 Park Avenue, New York, New York, except payments to be made
directly to the Issuing Bank or Swingline Lender as expressly provided herein
and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be
made directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension. All payments hereunder shall be made in dollars.

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

            (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in LC Disbursements or
Swingline Loans resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Revolving Loans and participations in
LC Disbursements and Swingline Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the
Revolving Loans and participations in LC Disbursements and Swingline Loans of
other Lenders to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Revolving Loans and
participations in LC Disbursements and Swingline Loans; provided that (i) if any
such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to
the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
of this paragraph shall apply). The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against the Borrower rights of set-off and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the
Borrower in the amount of such participation.

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

            (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.05(c), 2.06(d) or 2.06(e), 2.07(b) or 2.18(d), then
the Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations under
such Sections until all such unsatisfied obligations are fully paid.

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<PAGE>

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

            (b) If any Lender requests compensation under Section 2.15, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent (and
if a Commitment is being assigned, the Issuing Bank and the Swingline Lender),
which consent shall not unreasonably be withheld, (ii) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans
and participations in LC Disbursements and Swingline Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts) and (iii) in the case
of any such assignment resulting from a claim for compensation under Section
2.15 or payments required to be made pursuant to Section 2.17, such assignment
will result in a reduction in such compensation or payments. A Lender shall not
be required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.

      Section 2.20 Commitment Increase. (a) So long as no Default or Event of
Default has occurred and is continuing, the Borrower may request from time to
time, subject to the terms and conditions hereinafter set forth, that the
aggregate amount of the Lenders' Commitments be increased (each a "Commitment
Increase"); provided, however, that no Lender's Commitment may ever be increased
without its prior written consent. Any such request shall be made by written
notice to the Administrative Agent; provided, however, that any such notice must
be given no later than sixty (60) days prior to the Maturity Date.

            (b) Each such notice (a "Notice of Commitment Increase") shall be in
the form of Exhibit C and specify therein:

      (i) the proposed effective date of such Commitment Increase, which date
(the requested "Commitment Increase Effective Date") shall be no earlier than
two (2) Business Days after receipt by the Administrative Agent of such Notice
of Commitment Increase; and

      (ii) the amount of the requested Commitment Increase; provided, however,
that (A) such increase must be at least $10,000,000 and (B) after giving effect
to such requested Commitment Increase, the aggregate amount of all requested
Commitment Increases shall not exceed $50,000,000 and the aggregate amount of
the Lenders' Commitments shall not exceed $250,000,000; and

      (iii) the identity of each financial institution not already a Lender,
which has agreed with the Borrower to become a Lender to effect such Commitment
Increase (each such financial institution shall be reasonably acceptable to the
Administrative Agent and each such financial institution being a "CI Lender");
and

      (iv) the amount of the respective Commitments of the then existing Lenders
and such CI Lenders from and after the effective date of such Commitment
Increase.

            (c) On each Commitment Increase Effective Date, so long as no
Default or Event of Default has occurred and is continuing and to the extent
there are Loans outstanding as of such date:

                                       55
<PAGE>

      (i) each CI Lender shall, by wire transfer of immediately available funds,
deliver to the Administrative Agent such CI Lender's New Funds Amount for the
applicable Commitment Increase Effective Date, which amount, for each such CI
Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant
to this Agreement on such Commitment Increase Effective Date; and

      (ii) the Administrative Agent shall, by wire transfer of immediately
available funds, pay to each then Reducing Percentage Lender its Reduction
Amount for such Commitment Increase Effective Date, which amount, for each such
Reducing Percentage Lender, shall constitute a prepayment by the Borrower
pursuant to Section 2.11, ratably in accordance with the respective principal
amounts thereof, of the principal amounts of all then outstanding Loans of such
Reducing Percentage Lender.

            For purposes of this Section 2.20 and Exhibit C, the following
defined terms shall have the following meanings: (x) "New Funds Amount" means
the amount equal to the product of a CI Lender's Commitment represented as a
percentage of the aggregate total Commitments after giving effect to the
Commitment Increase times the aggregate principal amount of the outstanding
Loans immediately prior to giving effect to the Commitment Increase, if any, as
of a Commitment Increase Effective Date (without regard to any increase in the
aggregate principal amount of Loans as a result of any Borrowings made after
giving effect to the Commitment Increase on such Commitment Increase Effective
Date); (y) "Reducing Percentage Lender" means each then existing Lender
immediately prior to giving effect to the Commitment Increase, which Lender
shall not increase its respective Commitment as a result of a Commitment
Increase and its relative percentage of the aggregate total Commitments shall be
reduced after giving effect to such Commitment Increase; and (z) "Reduction
Amount" means the amount by which a Reducing Percentage Lender's outstanding
Loans decrease as a result of a Commitment Increase on any Commitment Increase
Effective Date (without regard to the effect of any Borrowings made on such
Commitment Increase Effective Date after giving effect to the Commitment
Increase).

            (d) So long as no Default or Event of Default has occurred and is
continuing, each of the conditions set forth in Section 4.02 are satisfied as of
such Commitment Increase Effective Date and no Material Adverse Effect shall
exist as of such date, each Commitment Increase shall become effective on its
Commitment Increase Effective Date and upon such effectiveness (i) the
Administrative Agent shall record in the Register each CI Lender's information,
if necessary, as provided in the Notice of Commitment Increase and pursuant to
an Administrative Questionnaire that shall be completed and delivered by each CI
Lender to the Administrative Agent on or before the Commitment Increase
Effective Date and (ii) the Administrative Agent shall distribute to each Lender
(including each CI Lender) a copy of the Annex I attached to the Notice of
Commitment Increase relating to such Commitment Increase and (iii) each CI
Lender identified on the Notice of Commitment Increase for such Commitment
Increase shall be a "Lender" for all purposes under this Agreement.

                   ARTICLE III Representations and Warranties

            The Borrower represents and warrants to the Lenders that:

      Section 3.01 Organization; Powers. Each of the Borrower and its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

      Section 3.02 Authorization; Enforceability. The Transactions are within
the Borrower's corporate powers and have been duly authorized by all necessary
corporate and, if required, stockholder action. This Agreement has been duly
executed and delivered by the Borrower and constitutes a legal, valid and
binding obligation of the Borrower, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

      Section 3.03 Governmental Approvals; No Conflicts. The Transactions (a) do
not require any consent or approval of,

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registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect, (b)
will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of the Borrower or any of its Subsidiaries or any
order of any Governmental Authority, (c) will not violate or result in a default
under any indenture, agreement or other instrument binding upon the Borrower or
any of its Subsidiaries or its assets, or give rise to a right thereunder to
require any payment to be made by the Borrower or any of its Subsidiaries, and
(d) will not result in the creation or imposition of any Lien on any asset of
the Borrower or any of its Subsidiaries.

      Section 3.04 Financial Condition; No Material Adverse Change. (a) The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet
and statements of income, stockholders equity and cash flows (i) as of and for
the fiscal year ended September 30, 2003, reported on by Deloitte & Touche, LLP,
independent public accountants, and (ii) as of and for the fiscal quarter and
the portion of the fiscal year ended December 31, 2003, certified by its chief
financial officer. Such financial statements present fairly, in all material
respects, the financial position and results of operations and cash flows of the
Borrower and its consolidated Subsidiaries as of such dates and for such periods
in accordance with GAAP, subject to year-end audit adjustments and the absence
of footnotes in the case of the statements referred to in clause (ii) above.

            (b) As of the Effective Date, since September 30, 2003, there has
been no material adverse change in the business, operations, property,
condition, financial or otherwise, or prospects of the Borrower and its
Subsidiaries, taken as a whole.

      Section 3.05 Properties. (a) Each of the Borrower and its Subsidiaries has
good title to, or valid leasehold interests in, all its real and personal
property material to its business, except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes.

            (b) Each of the Borrower and its Subsidiaries owns, or is licensed
to use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to its business, and the use thereof by the Borrower and its
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

      Section 3.06 Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened
against or affecting the Borrower or any of its Subsidiaries (i) as to which
there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve this Agreement or the Transactions.

            (b) Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, neither the Borrower nor any of
its Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) has become subject to any Environmental
Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

            (c) Since the date of this Agreement, there has been no change in
the status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

      Section 3.07 Compliance with Laws and Agreements. Each of the Borrower and
its Subsidiaries is in compliance with all laws, regulations and orders of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. No Default has occurred and is
continuing.

      Section 3.08 Investment and Holding Company Status. Neither the Borrower
nor any of its Subsidiaries is (a) an "investment company" as defined in, or
subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.

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<PAGE>

      Section 3.09 Taxes. Each of the Borrower and its Subsidiaries has timely
filed or caused to be filed all Tax returns and reports required to have been
filed and has paid or caused to be paid all Taxes required to have been paid by
it, except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which the Borrower or such Subsidiary, as applicable, has
set aside on its books adequate reserves or (b) to the extent that the failure
to do so could not reasonably be expected to result in a Material Adverse
Effect.

      Section 3.10 ERISA. No ERISA Event has occurred or is reasonably expected
to occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of such Plan by an amount that could reasonably be
expected to result in a Material Adverse Effect, and the present value of all
accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed the fair market value of the assets of all such underfunded
Plans by an amount that could reasonably be expected to result in a Material
Adverse Effect.

      Section 3.11 Disclosure. The Borrower has disclosed to the Lenders all
agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. Neither the Information Memorandum nor any of the other
reports, financial statements, certificates or other information furnished by or
on behalf of the Borrower to the Administrative Agent or any Lender in
connection with the negotiation of this Agreement or delivered hereunder (as
modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time.

      Section 3.12 Intellectual Property Matters. The Borrower and its
Subsidiaries owns or possess rights to use all franchises, licenses, copyrights,
copyright applications, patents, patent rights or licenses, patent applications,
trademarks, trademark rights, trade names, trade name rights, copyrights and
other rights with respect to the foregoing which are required to conduct its
business, except where the failure to do so would not reasonably be expected to
have a Material Adverse Effect. No event has occurred which, to the knowledge of
the Borrower, permits, or after notice or lapse of time or both would permit,
the revocation or termination of any such rights, and, to the knowledge of the
Borrower, neither the Borrower nor any of its Subsidiaries is liable to any
Person for infringement under applicable law with respect to any such rights as
a result of its business operations, except as would not reasonably be expected
to have a Material Adverse Effect.

      Section 3.13 Liens. None of the property of The Borrower and its
Subsidiaries is subject to any Lien, except for Liens permitted pursuant to
Section 6.03.

      Section 3.14 Margin Stock. Neither the Borrower nor any of its
Subsidiaries is engaged principally or as one of its material activities in the
business of extending credit for the purpose of "purchasing" or "carrying" any
"margin stock" (as each such term is defined or used in Regulation U of the
Board). No part of the proceeds of any Loan or Letter of Credit has been or will
be used for purchasing or carrying margin stock.

      Section 3.15 Burdensome Provisions. Neither the Borrower nor any of its
Subsidiaries is a party to any indenture, agreement, lease or other instrument,
or subject to any corporate or partnership restriction, Government Approval or
applicable law that is so unusual or burdensome that in the foreseeable future
compliance therewith would be reasonably expected to have a Material Adverse
Effect. The Borrower and its Subsidiaries do not presently anticipate that
future expenditures needed to meet the provisions of any statues, orders, rules
or regulations of any Governmental Authority having jurisdiction over the
Borrower or its Subsidiaries will be so burdensome as to have a Material Adverse
Effect.

      Section 3.16 Labor Matters. Neither the Borrower nor any of its
Subsidiaries is engaged in any unfair labor practices that would reasonably be
expected to have a Material Adverse Effect. There is (a) no unfair labor
practice complaint pending against the Borrower or any of its Subsidiaries or,
to the knowledge of the Borrower, threatened against the Borrower or any of its
Subsidiaries, before the National Labor Relations Board, and no grievance or
arbitration proceeding arising out of or under

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<PAGE>

any collective bargaining agreement is so pending against the Borrower or any of
its Subsidiaries or, to the knowledge of the Borrower, threatened against the
Borrower or any of its Subsidiaries, (b) no strike, labor dispute, slowdown or
stoppage pending against the Borrower or any of its Subsidiaries or, to the
knowledge of the Borrower, threatened against the Borrower or any of its
Subsidiaries and (c) no union representation question exists with respect to the
employees of the Borrower or any of its Subsidiaries, except (with respect to
any matter specified in clause (a), (b) or (c) above, either individually or in
the aggregate) such as would not reasonably be expected to have a Material
Adverse Effect.

      Section 3.17 Absence of Default. No event has occurred and is continuing
that constitutes a Default or an Event of Default.

      Section 3.18 Subsidiaries. Each Subsidiary of the Borrower as of the
Effective Date is listed on Schedule 3.18.

                             ARTICLE IV Conditions

      Section 4.01 Effective Date. The obligations of the Lenders to make Loans
and of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 9.02):

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

            (b) The Administrative Agent shall have received a favorable written
opinion (addressed to the Administrative Agent and the Lenders and dated the
Effective Date) of Shefsky & Froelich Ltd., counsel for the Borrower,
substantially in the form of Exhibit B, and covering such other matters relating
to the Borrower, the Co-Borrower, this Agreement or the Transactions as the
Required Lenders shall reasonably request. The Borrower hereby requests such
counsel to deliver such opinion.

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

            (d) The Administrative Agent shall have received a certificate,
dated the Effective Date and signed by the President, a Vice President or a
Financial Officer of the Borrower, confirming compliance with the conditions set
forth in paragraphs (a) and (b) of Section 4.02.

            (e) The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Effective Date, including, to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Borrower hereunder.

            (f) The Borrower shall have obtained all approvals, authorizations
and consents of any Person and of all Governmental Authorities and courts having
jurisdiction necessary to enter into this Agreement and to continue its and its
Subsidiaries operations, all as of the Effective Date, and all such approvals,
authorizations and consents shall be in full force and effect as of the
Effective Date.

            (g) There shall not exist any judgment, order, injunction or other
restraint issued or filed or a hearing seeking injunctive relief or other
restraint pending or notified prohibiting or imposing materially adverse
conditions upon the Transactions contemplated by this Agreement or otherwise
referred to herein.

            (h) Simultaneously with the effectiveness of this Agreement or prior
to the effectiveness of this Agreement, all the commitments under that certain
Credit Agreement dated as of August 7, 2001, as amended by that First Amendment

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thereto dated as of August 13, 2003, by and among the Borrower, the Co-Borrower,
the lenders party thereto, Credit Lyonnais Chicago Branch, as syndication agent,
Bank One, Michigan, as documentation agent, and Bank of America, N.A., as
administrative agent, shall have terminated and all loans outstanding thereunder
shall have been repaid.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing
Bank to issue Letters of Credit hereunder shall not become effective unless each
of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at
or prior to 3:00 p.m., New York City time, on April 30, 2004 (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).

      Section 4.02 Each Credit Event. The obligation of each Lender to make a
Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend,
renew or extend any Letter of Credit, is subject to the satisfaction of the
following conditions:

            (a) The representations and warranties of the Borrower set forth in
this Agreement shall be true and correct on and as of the date of such Borrowing
or the date of issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, except for any representation and warranty made as of an
earlier date, which representation and warranty shall remain true and correct as
of such earlier date.

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

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.

                        ARTICLE V Affirmative Covenants

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

      Section 5.01 Financial Statements; Ratings Change and Other Information.
The Borrower will furnish to the Administrative Agent and each Lender:

            (a) within 90 days after the end of each fiscal year of the
Borrower, its audited consolidated balance sheet and related statements of
operations, stockholders' equity and cash flows as of the end of and for such
year, setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by Deloitte & Touche, LLP or other
independent public accountants of recognized national standing (without a "going
concern" or like qualification or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial
condition and results of operations of the Borrower and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied;

            (b) within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower, its consolidated balance sheet and
related statements of operations, stockholders' equity and cash flows as of the
end of and for such fiscal quarter and the then elapsed portion of the fiscal
year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year, all certified by one of its Financial
Officers as presenting fairly in all material respects the financial condition
and results of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;

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            (c) concurrently with any delivery of financial statements under
clause (a) or (b) above, a certificate of a Financial Officer of the Borrower
(i) certifying as to whether a Default has occurred and, if a Default has
occurred, specifying the details thereof and any action taken or proposed to be
taken with respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with Section 6.01 and (iii) stating whether any change
in GAAP or in the application thereof has occurred since the date of the audited
financial statements referred to in Section 3.04 and, if any such change has
occurred, specifying the effect of such change on the financial statements
accompanying such certificate;

            (d) concurrently with any delivery of financial statements under
clause (a) above, a certificate of the accounting firm that reported on such
financial statements stating whether they obtained knowledge during the course
of their examination of such financial statements of any Default (which
certificate may be limited to the extent required by accounting rules or
guidelines);

            (e) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by the
Borrower or any Subsidiary with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed by the
Borrower to its shareholders generally, as the case may be;

            (f) promptly after Moody's or S&P shall have announced a change in
the rating established or deemed to have been established for the Index Debt,
written notice of such rating change; and

            (g) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the
Borrower or any Subsidiary, or compliance with the terms of this Agreement, as
the Administrative Agent or any Lender may reasonably request.

      Section 5.02 Notices of Material Events. The Borrower will furnish to the
Administrative Agent and each Lender prompt written notice of the following:

            (a) the occurrence of any Default;

            (b) the filing or commencement of any action, suit or proceeding by
or before any arbitrator or Governmental Authority against or affecting the
Borrower or any Affiliate thereof that, if adversely determined, could
reasonably be expected to result in a Material Adverse Effect;

            (c) the occurrence of any ERISA Event that, alone or together with
any other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Borrower and its Subsidiaries in an aggregate amount
exceeding $10,000,000; and

            (d) any other development that results in, or could reasonably be
expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

      Section 5.03 Existence; Conduct of Business. The Borrower will, and will
cause each of its Subsidiaries to, do or cause to be done all things necessary
to preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of
its business; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.04.

      Section 5.04 Payment of Obligations. The Borrower will, and will cause
each of its Subsidiaries to, pay its obligations, including Tax liabilities,
that, if not paid, could result in a Material Adverse Effect before the same
shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) the
Borrower or such Subsidiary has set aside on its books adequate reserves with
respect thereto in

                                       61
<PAGE>

accordance with GAAP and (c) the failure to make payment pending such contest
could not reasonably be expected to result in a Material Adverse Effect.

      Section 5.05 Maintenance of Properties; Insurance. The Borrower will, and
will cause each of its Subsidiaries to, (a) keep and maintain all property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, and (b) maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against such risks
as are customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations.

      Section 5.06 Books and Records; Inspection Rights. The Borrower will, and
will cause each of its Subsidiaries to, keep proper books of record and account
in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Borrower will, and
will cause each of its Subsidiaries to, permit any representatives designated by
the Administrative Agent or any Lender, upon reasonable prior notice, to visit
and inspect its properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition with its officers
and independent accountants, all at such reasonable times and as often as
reasonably requested.

      Section 5.07 Compliance with Laws. The Borrower will, and will cause each
of its Subsidiaries to, comply with all laws, rules, regulations and orders of
any Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

      Section 5.08 Use of Proceeds and Letters of Credit. The proceeds of the
Loans will be used only for (a) working capital and (b) general lawful corporate
purposes. No part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations
of the Board, including Regulations T, U and X. Letters of Credit will be issued
only (x) to support obligations in connection with the working capital and
business needs of the Borrower, and (y) in respect of the purchase of goods or
services in the ordinary course of business.

                         ARTICLE VI Negative Covenants

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

      Section 6.01 Financial Covenants. The Borrower will not (a) permit the
Consolidated Leverage Ratio to exceed 2.75 to 1.00; and (b) permit the
Consolidated Interest Coverage Ratio to be less than 3.50 to 1.00.

      Section 6.02 Indebtedness. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Indebtedness,
except:

            (a) Indebtedness created hereunder;

            (b) Indebtedness existing on the date hereof and set forth in
Schedule 6.02 and extensions, renewals and replacements of any such Indebtedness
on terms and conditions no less favorable in any material respect to the Person
obligated on such Indebtedness than such existing Indebtedness and that do not
increase the outstanding principal amount thereof;

            (c) Capital Lease Obligations and Indebtedness incurred, in each
case, to provide all or a portion of the purchase price or costs of construction
of an asset or, in the case of a Sale and Leaseback Transaction, to finance the
value of such asset owned by the Borrower or any of its Subsidiaries; provided
that (i) such Indebtedness when incurred shall not exceed the purchase price or
cost of construction of such asset or, in the case of a Sale and Leaseback
Transaction, the fair market value of such asset, (ii) no such Indebtedness
shall be refinanced for a principal amount in excess of the principal

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<PAGE>

balance outstanding thereon at the time of such refinancing, and (iii) the
aggregate amount of all such Indebtedness, together with the Indebtedness
permitted under Section 6.02(k), shall not exceed an amount equal to 10% of
Consolidated Tangible Net Worth at any time outstanding; provided, however, that
Indebtedness of the Borrower in connection with the Sale and Leaseback
Transaction with respect to the Borrower's Grand Prairie, Texas facility located
at 1010 Avenue J, Grand Prairie, Texas shall not be included in any calculation
to determine compliance with the 10% of Consolidated Tangible Net Worth maximum
amount limitation set forth in clause (iii) hereof;

            (d) unsecured Indebtedness of the Borrower to any Subsidiary and of
any Subsidiary to the Borrower or any other Subsidiary;

            (e) Support Obligations by the Borrower of Indebtedness of any
Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other
Subsidiary;

            (f) Indebtedness and obligations of the Borrower or any Subsidiary
incurred under Hedging Agreements permitted by Section 6.06;

            (g) Indebtedness in connection with Permitted Receivables Purchase
Facilities and the Reyna Lease Receivables Facility; provided that the aggregate
outstanding attributed principal amount of all such financings shall not exceed
$200,000,000 at any time outstanding;

            (h) Indebtedness of the Borrower or any Subsidiary as an account
party in respect of trade letters of credit;

            (i) other unsecured Indebtedness of the Borrower;

            (j) other unsecured Indebtedness of the Subsidiaries; provided that
the aggregate amount of all such Indebtedness shall not exceed an amount equal
to 10% of Consolidated Stockholders' Equity at any time outstanding excluding,
for the purposes of this calculation, any unsecured Indebtedness of the
Co-Borrower; and

            (k) secured Indebtedness of the Borrower not otherwise permitted
above; provided, however, that the aggregate amount of such Indebtedness,
together with the Indebtedness permitted under Section 6.02(c), shall not exceed
an amount equal to 10% of Consolidated Tangible Net Worth at any time
outstanding.

      Section 6.03 Liens. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:

            (a) Permitted Encumbrances;

            (b) any Lien on any property or asset of the Borrower or any
Subsidiary existing on the date hereof and set forth in Schedule 6.03; provided
that (i) such Lien shall not apply to any other property or asset of the
Borrower or any Subsidiary and (ii) such Lien shall secure only those
obligations which it secures on the date hereof and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount
thereof;

            (c) any Lien existing on any property or asset prior to the
acquisition thereof by the Borrower or any Subsidiary or existing on any
property or asset of any Person that becomes a Subsidiary after the date hereof
prior to the time such Person becomes a Subsidiary; provided that (i) such Lien
is not created in contemplation of or in connection with such acquisition or
such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not
apply to any other property or assets of the Borrower or any Subsidiary and
(iii) such Lien shall secure only those obligations which it secures on the date
of such acquisition or the date such Person becomes a Subsidiary, as the case
may be and extensions, renewals and replacements thereof that do not increase
the outstanding principal amount thereof;

            (d) Liens on fixed or capital assets acquired, constructed or
improved by the Borrower or any Subsidiary; provided that (i) such security
interests secure Indebtedness permitted by clause (c) of Section 6.02, (ii) such
security interests and the Indebtedness secured thereby are incurred prior to or
within 90 days after such acquisition or the completion of such construction or
improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the
cost of acquiring,

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constructing or improving such fixed or capital assets and (iv) such security
interests shall not apply to any other property or assets of the Borrower or any
Subsidiary;

            (e) Liens consisting of security interests in Permitted Receivables
that are sold pursuant to Permitted Receivables Purchase Facilities;

            (f) Liens consisting of security interests in Permitted Receivables
granted in connection with the Reyna Lease Receivables Facility; and

            (g) Liens that secure Indebtedness permitted pursuant to Section
6.02(k).

      Section 6.04 Fundamental Changes. (a) The Borrower will not, and will not
permit any Subsidiary to, merge into or consolidate with any other Person, or
permit any other Person to merge into or consolidate with it, or sell, transfer,
lease or otherwise dispose of (in one transaction or in a series of
transactions, including in connection with any Sale and Leaseback Transaction)
all or any substantial part of its assets, or all or substantially all of the
stock of any of its Subsidiaries (in each case, whether now owned or hereafter
acquired), or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing (i) any Subsidiary may merge into the Borrower in a transaction in
which the Borrower is the surviving corporation, (ii) any Subsidiary may merge
into any Subsidiary in a transaction in which the surviving entity is a
Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose
of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary may
liquidate or dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not
materially disadvantageous to the Lenders and (v) Sale and Leaseback
Transactions shall be permitted pursuant to Section 6.08; provided that any
merger described in clauses (i) or (ii) of this Section 6.04 involving a Person
that is not a wholly owned Subsidiary immediately prior to such merger shall not
be permitted unless otherwise permitted by Section 6.14.

            (b) The Borrower will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Borrower and its Subsidiaries on the
date of execution of this Agreement and businesses reasonably related thereto.

      Section 6.05 Investments, Loans, Advances and Guarantees. The Borrower
will not, and will not permit any of its Subsidiaries to, purchase, hold or
acquire (including pursuant to any merger with any Person that was not a wholly
owned Subsidiary prior to such merger) any capital stock, evidences of
indebtedness or other securities (including any option, warrant or other right
to acquire any of the foregoing) of, make or permit to exist any loans or
advances to, enter into a Support Obligation of any obligations of, or make or
permit to exist any investment or any other interest in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person constituting a business unit, except:

            (a) Permitted Investments;

            (b) investments by the Borrower in the capital stock of its
Subsidiaries;

            (c) loans or advances made by the Borrower to any Subsidiary and
made by any Subsidiary to the Borrower or any other Subsidiary;

            (d) Support Obligations constituting Indebtedness permitted by
Section 6.02;

            (e) investments set forth on Schedule 6.05;

            (f) loans and advances to employees, officers and directors of the
Borrower and its Subsidiaries in the ordinary course of business consisting of
(i) the funding, consistent with the practices of the Borrower as of the
Effective Date, of premiums in connection with split dollar life insurance
programs for executives and (ii) other loans and advances not to exceed
$5,000,000 in the aggregate at any time outstanding;

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            (g) investments by the Borrower consisting of strategic partnerships
and/or alliances in an amount not to exceed $100,000,000 in the aggregate at any
time outstanding;

            (h) other investments in an amount not to exceed $5,000,000 in the
aggregate at any time outstanding; and

            (i) investments pursuant to transactions permitted by Section 6.14.

      Section 6.06 Hedging Agreements. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any Hedging Agreement, except (a)
Hedging Agreements entered into to hedge or mitigate risks to which the Borrower
or any Subsidiary has actual exposure (other than those in respect of Equity
Interests of the Borrower or any of its Subsidiaries, except as may be
reasonably necessary to manage the Borrower's share repurchase program), and (b)
Hedging Agreements entered into in order to effectively cap, collar or exchange
interest rates (from fixed to floating rates, from one floating rate to another
floating rate or otherwise) with respect to any interest-bearing liability or
investment of the Borrower or any Subsidiary.

      Section 6.07 Restricted Payments. The Borrower will not, and will not
permit any of its Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any Restricted Payment, if (a) on the date of such
Restricted Payment there shall exist a Default or an Event of Default or (b) if
a Default or an Event of Default shall result, directly or indirectly, from such
Restricted Payment.

      Section 6.08 Sale Leaseback Transactions. The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any Sale and Leaseback
Transaction with a Person other than the Borrower or the Co-Borrower, except for
(a) any such transaction permitted pursuant to Section 6.02(c); and (b) in
connection with a lease for a temporary period during or at the end of which it
is intended that the use by the Borrower or its Subsidiary of such property or
assets will be discontinued.

      Section 6.09 Transactions with Affiliates. The Borrower will not, and will
not permit any of its Subsidiaries to, sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire any property or
assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) in the ordinary course of business at prices and on terms
and conditions not less favorable to the Borrower or such Subsidiary than could
be obtained on an arm's-length basis from unrelated third parties, (b)
transactions between or among the Borrower and its wholly owned Subsidiaries not
involving any other Affiliate, (c) transactions between the Borrower and the
Co-Borrower, and (d) any Restricted Payment permitted by Section 6.07.

      Section 6.10 Restrictive Agreements. The Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon (a) the ability of the Borrower or any Subsidiary to
create, incur or permit to exist any Lien upon any of its property or assets, or
(b) the ability of any Subsidiary to pay dividends or other distributions with
respect to any shares of its capital stock or to make or repay loans or advances
to the Borrower or any other Subsidiary or to enter into Support Obligations
with respect to the Indebtedness of the Borrower or any other Subsidiary;
provided that (i) the foregoing shall not apply to restrictions and conditions
imposed by law or by this Agreement, (ii) the foregoing shall not apply to
restrictions and conditions existing as of the Effective Date and identified on
Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment
or modification expanding the scope of, any such restriction or condition),
(iii) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is
to be sold and such sale is permitted hereunder, (iv) the foregoing shall not
apply to restrictions and conditions imposed on a Subsidiary that are existing
at the time such Subsidiary becomes a Subsidiary and not incurred in
contemplation thereof, as long as no such restriction or condition is made more
restrictive or limiting after the date on which such Subsidiary becomes a
Subsidiary, (v) clause (a) of the foregoing shall not apply to restrictions or
conditions imposed by any agreement relating to secured Indebtedness permitted
by this Agreement if such restrictions or conditions apply only to the property
or assets securing such Indebtedness and (vi) clause (a) of the foregoing shall
not apply to customary provisions in leases restricting the assignment thereof.

      Section 6.11 Certain Accounting Changes. The Borrower will not, and will
not permit any of its Subsidiaries to, (a) change its fiscal year to avoid a
Default or an Event of Default from occurring or continuing or if a Material
Adverse Effect

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would result therefrom or (b) make any material change in its accounting
treatment and reporting practices except as required or permitted by GAAP.

      Section 6.12 Issuances and Sales of Equity Interests of Subsidiaries. The
Borrower will not, and will not permit any of its Subsidiaries to:

            (a) sell, lease, transfer or otherwise dispose of the Equity
Interest of any Subsidiary to any Person (other than the Borrower or any
Significant Subsidiary) unless (i) such sale, lease, transfer or other
disposition is of all of the Equity Interests of such Subsidiary owned, directly
or indirectly, by the Borrower and (ii) such sale, lease, transfer or other
disposition is permitted under Section 6.04; or

            (b) permit any Subsidiary to issue any Equity Interests to any
Person other than the Borrower or any Significant Subsidiary;

provided, however, with respect to any Subsidiary that is not a Significant
Subsidiary, in addition to any sale, lease, transfer, disposition or issuance
permitted above, (A) the Borrower or its Subsidiaries may sell, lease, transfer
or otherwise dispose of the Equity Interest of such Subsidiary to any Person
other than the Borrower or any Significant Subsidiary and (B) such Subsidiary
may issue Equity Interests to any Person other than the Borrower or any
Significant Subsidiary; provided that (x) each such sale, lease, transfer,
disposition or issuance pursuant to clauses (A) or (B) above shall be for fair
market value and (y) after giving effect to any such sale, lease, transfer or
disposition or any such issuance pursuant to clauses (A) or (B) above, the fair
market value of all such transferred or issued Equity Interests, determined as
of the time such Equity Interests are sold, leased, transferred, disposed of or
issued, shall in the aggregate not exceed $50,000,000.

      Section 6.13 Actions with Respect to other Indebtedness. The Borrower will
not, and will not permit any of its Subsidiaries to:

            (a) if any Default or Event of Default has occurred and is
continuing or would be directly or indirectly caused as a result thereof, after
the issuance thereof, (i) amend or modify any of the terms of any Indebtedness
of such Person (other than Indebtedness arising under this Agreement) if such
amendment or modification would add or change any terms in a manner adverse to
such Person or to the Lenders, or (ii) shorten the final maturity or average
life to maturity thereof or require any payment thereon to be made sooner than
originally scheduled or increase the interest rate applicable thereto, (iii)
make (or give any notice with respect thereto) any voluntary or optional payment
or prepayment thereof, or make (or give any notice with respect thereto) any
redemption or acquisition for value or defeasance (including by way of
depositing money or securities with the applicable trustee with respect thereto
before due for the purpose of paying when due), refund, refinance or exchange
with respect thereto;

            (b) after the issuance thereof, amend or modify any of the terms of
any Subordinated Debt of such Person if such amendment or modification would
change any subordination provision thereof;

            (c) make interest payments in respect of any Subordinated Debt in
violation of the applicable subordination provisions; or

            (d) designate any other Indebtedness of such Person as "Designated
Senior Debt" or any similar designation under any indenture governing
Subordinated Debt.

      Section 6.14 Limitations on Acquisitions. Other than as permitted under
clauses (a) through (h) of Section 6.05, the Borrower will not, nor will it
permit any of its Subsidiaries to, acquire all or any portion of the capital
stock or other ownership interest in any Person which is not a Subsidiary or all
or any substantial portion of the assets, property and/or operations of a Person
which is not a Subsidiary, unless (a) the Person, assets, property and/or
operations being acquired engage in or are engaged in the same line of business
as that engaged in by the Borrower and its Subsidiaries on the Effective Date or
a business reasonably related thereto, (b) in the case of an acquisition of
capital stock or other ownership interest of a Person, the board of directors
(or equivalent thereof) of the Person which is the subject of such acquisition
shall have approved

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the acquisition and (c) no Default or Event of Default shall exist on the date
of, or shall result from, any such acquisition (including after giving effect to
such transaction on a pro forma basis).

                         ARTICLE VII Events of Default

      If any of the following events ("Events of Default") shall occur:

            (a) the Borrower shall fail to pay any principal of any Loan or any
reimbursement obligation in respect of any LC Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or otherwise;

            (b) the Borrower shall fail to pay any interest on any Loan or any
fee or any other amount (other than an amount referred to in clause (a) of this
Article) payable under this Agreement, when and as the same shall become due and
payable, and such failure shall continue unremedied for a period of three
Business Days;

            (c) any representation or warranty made or deemed made by or on
behalf of the Borrower or any Subsidiary in or in connection with this Agreement
or any amendment or modification hereof or waiver hereunder, or in any report,
certificate, financial statement or other document furnished pursuant to or in
connection with this Agreement or any amendment or modification hereof or waiver
hereunder, shall prove to have been incorrect or misleading in any material
respect when made or deemed made;

            (d) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 5.02, 5.03 (with respect to the
Borrower's existence) or 5.08 or in Article VI;

            (e) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in this Agreement (other than those specified
in clause (a), (b) or (d) of this Article), and such failure shall continue
unremedied for a period of 30 days after notice thereof from the Administrative
Agent to the Borrower (which notice will be given at the request of any Lender);

            (f) the Borrower or any Subsidiary shall fail to make any payment
(whether of principal or interest and regardless of amount) in respect of any
Material Indebtedness, when and as the same shall become due and payable;

            (g) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (with or without the giving of notice, the lapse of time or both) the
holder or holders of any Material Indebtedness or any trustee or agent on its or
their behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity; provided that this clause (g) shall not apply to secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the property
or assets securing such Indebtedness;

            (h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of the Borrower or any Subsidiary or its debts, or of a substantial
part of its assets, under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower or any Subsidiary or for a substantial part of its assets, and,
in any such case, such proceeding or petition shall continue undismissed for 60
days or an order or decree approving or ordering any of the foregoing shall be
entered;

            (i) the Borrower or any Subsidiary shall (i) voluntarily commence
any proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, (ii) consent to the institution of,
or fail to contest in a timely and appropriate manner, any proceeding or
petition described in clause (h) of this Article, (iii) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any Subsidiary or for a substantial part of
its assets, (iv) file an answer admitting the material allegations of a petition
filed against it in any such proceeding, (v) make a general assignment for the
benefit of creditors or (vi) take any action for the purpose of effecting any of
the foregoing;

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            (j) the Borrower or any Subsidiary shall become unable, admit in
writing its inability or fail generally to pay its debts as they become due;

            (k) one or more judgments for the payment of money in an aggregate
amount in excess of $10,000,000 shall be rendered against the Borrower, any
Subsidiary or any combination thereof and the same shall remain undischarged for
a period of 60 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to attach or
levy upon any assets of the Borrower or any Subsidiary to enforce any such
judgment;

            (l) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in a Material Adverse Effect;
or

            (m) a Change in Control shall occur;

            (n) the Borrower or any Subsidiary shall fail to make any
termination payment under any Hedging Agreement in an amount greater than
$10,000,000 within thirty (30) days from the date such termination payment shall
become due and payable;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in clause (h) or (i) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

                     ARTICLE VIII The Administrative Agent

      Each of the Lenders and the Issuing Bank hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.

      The bank serving as the Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.

      The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing as directed by the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02), and (c) except as expressly set
forth herein, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its

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own gross negligence or willful misconduct. The Administrative Agent shall be
deemed not to have knowledge of any Default unless and until written notice
thereof is given to the Administrative Agent by the Borrower or a Lender, and
the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement, (ii) the contents of any certificate,
report or other document delivered hereunder or in connection herewith, (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

      The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

      The Administrative Agent may perform any and all its duties and exercise
its rights and powers by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

      Subject to the appointment and acceptance of a successor Administrative
Agent as provided in this paragraph, the Administrative Agent may resign at any
time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor. If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Bank, appoint a successor Administrative Agent which shall be a bank with an
office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 9.03 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Administrative
Agent.

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

      Anything herein to the contrary notwithstanding, none of the Bookrunners,
Arrangers or Syndication Agent listed on the cover page hereof shall have any
powers, duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent, a
Lender or the Issuing Bank hereunder.

                            ARTICLE IX Miscellaneous

Section 9.01 Notices. (a) Except in the case of notices and other communications
expressly permitted to be given by telephone (and subject to paragraph (b)
below), all notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:

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(i) if to the Borrower, to it at One Reynolds Way, Dayton, Ohio, 45430,
Attention of Treasurer; (Telecopy No. 937-485-0980);

(ii) if to the Co-Borrower, to it at One Reynolds Way, Dayton, Ohio, 45430,
Attention of Treasurer; (Telecopy No. 937-485-0980);

(iii) if to the Administrative Agent, to JPMorgan Chase Bank, Loan & Agency
Services, 111 Fannin Street, 10th Floor, Houston, Texas 77002-8069, Attention of
Clifford R. Trapani, (Telecopy No. (713) 750-2938; Telephone No. (713)
750-7909); with a copy to JPMorgan Chase Bank, 1411 Broadway -- 5th Floor, New
York, New York 10018, Attention of Beth Grossman (Telecopy No. (212) 391-6251;
Telephone No. (212) 391-7652); with a copy to JPMorgan Chase Bank, 250 West
Huron, Cleveland, Ohio 44113, Attention of Henry W. Centa (Telecopy No. (216)
479-2732; Telephone No. (216) 479-2534);

(iv) if to the Issuing Bank, to it at JPMorgan Chase Bank, Letters of Credit
Department, 695 Route 46, Floor 1, Fairfield, New Jersey 07004, Attention of
Joseph M. Longo (Telecopy No. (973) 439-5017; Telephone (973) 439-5091); with a
copy to JPMorgan Chase Bank, 1411 Broadway -- 5th Floor, New York, New York
10018, Attention of Beth Grossman (Telecopy No. (212) 391-6251; Telephone No.
(212) 391-7652);

(v) if to the Swingline Lender, to it at JPMorgan Chase Bank, Loan & Agency
Services, 111 Fannin Street, 10th Floor, Houston, Texas 77002, Attention of
Clifford R. Trapani (Telecopy No. (713) 750-2938; Telephone (713) 750-7909);
with a copy to JPMorgan Chase Bank, 1411 Broadway -- 5th Floor, New York, New
York 10018, Attention of Beth Grossman (Telecopy No. (212) 391-6251; Telephone
No. (212) 391-7652); and

(vi) if to any other Lender, to it at its address (or telecopy number) set forth
in its Administrative Questionnaire.

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

(c) Any party hereto may change its address or telecopy number for notices and
other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

Section 9.02 Waivers; Amendments. (a) No failure or delay by the Administrative
Agent, the Issuing Bank or any Lender in exercising any right or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Administrative Agent, the Issuing Bank and the Lenders hereunder are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of this Agreement or consent to any departure by the
Borrower therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any provision hereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into
by the Borrower, the Co-Borrower and the Required Lenders or by the Borrower,
the Co-Borrower and the Administrative Agent with the consent of the Required
Lenders; provided that no such agreement shall (i) increase the Commitment of
any Lender without the written consent of such Lender, (ii) reduce the principal
amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or
reduce any fees payable hereunder, without the written consent of each Lender
affected thereby, (iii) postpone the scheduled date of payment of the principal
amount of any Loan or LC Disbursement, or any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender affected

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thereby, (iv) change Section 2.18(b) or (c) in a manner that would alter the pro
rata sharing of payments required thereby, without the written consent of each
Lender, (v) release either of the Borrower or the Co-Borrower from its joint and
several obligations hereunder, without the written consent of each Lender or
(vi) change any of the provisions of this Section or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender; provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent, the Issuing
Bank or the Swingline Lender hereunder without the prior written consent of the
Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may
be.

Section 9.03 Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i)
all reasonable out-of-pocket expenses incurred by the Administrative Agent and
its Affiliates, including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent, in connection with the syndication of the
credit facilities provided for herein, the preparation and administration of
this Agreement or any amendments, modifications or waivers of the provisions
hereof (whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing
Bank in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or
any Lender, including the reasonable fees, charges and disbursements of any
counsel for the Administrative Agent, the Issuing Bank or any Lender, in
connection with the enforcement or protection of its rights in connection with
this Agreement, including its rights under this Section, or in connection with
the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

(b) The Borrower shall indemnify the Administrative Agent, the Issuing Bank and
each Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an "Indemnitee") against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement or any
agreement or instrument contemplated hereby, the performance by the parties
hereto of their respective obligations hereunder or the consummation of the
Transactions or any other transactions contemplated hereby, (ii) any Loan or
Letter of Credit or the use of the proceeds therefrom (including any refusal by
the Issuing Bank to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit), (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property owned or operated by the
Borrower or any of its Subsidiaries, or any Environmental Liability related in
any way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses resulted from the gross
negligence or willful misconduct of such Indemnitee.

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

(d) To the extent permitted by applicable law, the Borrower shall not assert,
and hereby waives, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof.

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

Section 9.04 Successors and Assigns. (a) The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void) and
(ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder

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except in accordance with this Section. Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), Participants
(to the extent provided in paragraph (c) of this Section) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

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

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

(B) the Administrative Agent, provided that no consent of the Administrative
Agent shall be required for an assignment of all or any portion of a Loan to a
Lender, an Affiliate of a Lender or an Approved Fund.

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

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

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

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

(D) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.

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

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

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

(iv) The Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at one of its offices a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitment of, and principal amount of the
Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof
from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrower, the

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Administrative Agent, the Issuing Bank and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower, the
Issuing Bank and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by
an assigning Lender and an assignee, the assignee's completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register. No assignment
shall be effective for purposes of this Agreement unless it has been recorded in
the Register as provided in this paragraph.

(c) (i) Any Lender may, without the consent of the Borrower, the Administrative
Agent, the Issuing Bank or the Swingline Lender, sell participations to one or
more banks or other entities (a "Participant") in all or a portion of such
Lender's rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans owing to it); provided that (A) such Lender's
obligations under this Agreement shall remain unchanged, (B) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrower, the Administrative Agent, the Issuing
Bank and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in the first proviso to
Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of
this Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 9.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.18(c) as though it were a
Lender.

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

Section 9.05 Survival. All covenants, agreements, representations and warranties
made by the Borrower herein and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement shall be considered
to have been relied upon by the other parties hereto and shall survive the
execution and delivery of this Agreement and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative
Agent, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid or any Letter of Credit
is outstanding and so long as the Commitments have not expired or terminated.
The provisions of Sections 2.15, 2.16, 2.17 and Section 9.03 and Article VIII
shall survive and remain in full force and effect regardless of the consummation
of the transactions contemplated hereby, the repayment of the Loans, the
expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any provision hereof.

Section 9.06 Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective

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successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

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

Section 9.08 Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of the Borrower against
any and all of the obligations of the Borrower now or hereafter existing under
this Agreement held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement and although such obligations
may be unmatured. The rights of each Lender under this Section are in addition
to other rights and remedies (including other rights of setoff) which such
Lender may have.

(d) Any Lender may at any time pledge or assign a security interest in all or
any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

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

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

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

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

      Section 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT

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IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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

Section 9.12 Confidentiality. Each of the Administrative Agent, the Issuing Bank
and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) 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 Borrower and its obligations, (g) with the consent of the Borrower or (h) 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, the Issuing Bank or any Lender on a nonconfidential basis
from a source other than the Borrower. For the purposes of this Section,
"Information" means all information received from the Borrower relating to the
Borrower or its business, other than any such information that is available to
the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential
basis prior to disclosure by the Borrower; provided that, in the case of
information received from the Borrower after the date hereof, such information
is clearly identified at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

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

Section 9.14 Joint and Several Obligations. In order to induce the Lenders to
enter into this Agreement and to extend credit hereunder and in recognition of
the direct benefits to be received by the Borrower from the proceeds of the
Loans made to the Co-Borrower and of the direct and indirect benefits to be
received by the Co-Borrower from the proceeds of the Loans made to the Borrower,
each of the Borrower and the Co-Borrower hereby agree that all obligations of
the Borrower and the Co-Borrower under this Agreement are joint and several. If
any or all of the Obligations become due and payable hereunder, each of the
Borrower and the Co-Borrower unconditionally promises to pay such indebtedness
to the Administrative Agent for its own account and the account of each Lender
on demand, together with any and all reasonable expenses which may be incurred
by the Administrative Agent or the Lenders in collecting any of the Obligations.
All payments made by the Borrower and the Co-Borrower under this Section 9.14
shall be made on the same basis as payments by the Borrower or the Co-Borrower
under Sections 2.10, 2.11 and 2.18. The obligations of the Borrower and the
Co-Borrower under this Section 9.14 are a continuing obligation of the Borrower
and the Co-Borrower and are independent of the obligations of the other Person
obligated thereon, and a separate cause of action or actions may be brought or
prosecuted against either of the Borrower and the Co-Borrower to enforce the
provisions contained in this Section 9.14, irrespective of whether any action is
brought against any other Person or any other guarantor.

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(a) The liability of each of the Borrower and the Co-Borrower hereunder is
exclusive and independent of any security for or other guaranty of the
Obligations whether executed by the Borrower, the Co-Borrower, any other
guarantor or by any other party, and the liability of each of the Borrower and
the Co-Borrower hereunder shall not be affected or impaired by (i) any direction
as to application of payment by any of the Borrower, the Co-Borrower or by any
other party, or (ii) any other continuing or other guaranty, undertaking or
maximum liability of a guarantor or of any other party as to the Obligations, or
(iii) any payment on or in reduction of any such other guaranty or undertaking,
or (iv) any dissolution, termination or increase, decrease or change in
personnel by either of the Borrower or the Co-Borrower, or (v) any payment made
to the Administrative Agent or the Lenders on the Obligations which the
Administrative Agent or the Lenders repay to either the Borrower or the
Co-Borrower pursuant to court order in any bankruptcy, reorganization,
arrangement, moratorium or other debtor relief proceeding, and each of the
Borrower and the Co-Borrower waives any right to the deferral or modification of
its obligations hereunder by reason of any such proceeding.

(b) If claim is ever made upon the Administrative Agent or any Lender for
repayment or recovery of any amount or amounts received in payment or on account
of any of the Obligations and any of the aforesaid payees repays all or part of
said amount by reason of (i) any judgment, decree or order of any court or
administrative body having jurisdiction over such payee or any of its property
or (ii) any settlement or compromise of any such claim effected by such payee
with any such claimant (including either of the Borrower or the Co-Borrower),
then and in such event each of the Borrower and the Co-Borrower agrees that any
such judgment, decree, order, settlement or compromise shall be binding upon
each of the Borrower and the Co-Borrower, notwithstanding any revocation hereof
or other instrument evidencing any liability of either of the Borrower or the
Co-Borrower, and each of the Borrower and the Co-Borrower shall be and remain
jointly and severally liable to the aforesaid payees hereunder for the amount so
repaid or recovered to the same extent as if such amount had never originally
been received by any such payee.

(c) The obligations of each of the Borrower and the Co-Borrower hereunder are
independent of the obligations of any other guarantor, and a separate action or
actions may be brought and prosecuted against each of the Borrower and the
Co-Borrower whether or not action is brought against any other guarantor or any
other Person liable for the Obligations and whether or not any other guarantor
or such other Person be joined in any such action or actions. Any payment by
either of the Borrower or the Co-Borrower or other circumstance which operates
to toll any statute of limitations as to such Person shall operate to toll the
statute of limitations as to each of the Borrower and the Co-Borrower.

(d) Any Indebtedness of the Borrower now or hereafter owing to the Co-Borrower,
and any Indebtedness of the Co-Borrower now or hereafter owing to the Borrower,
is hereby subordinated to the Obligations owing to the Administrative Agent and
the Lenders; and if the Administrative Agent so requests at a time when an Event
of Default exists and is continuing, all such Indebtedness of the Borrower to
the Co-Borrower or of the Co-Borrower to the Borrower shall be collected,
enforced and received by the Borrower or the Co-Borrower, as applicable, for the
benefit of the Administrative Agent and the Lenders and be paid over to the
Administrative Agent on its own behalf and on behalf of the Lenders on account
of the Obligations, but without affecting or impairing in any manner the
liability of either of the Borrower or the Co-Borrower under the other
provisions of this Section 9.14.

(e) Each of the Borrower and the Co-Borrower hereby waives any right (except as
shall be required by applicable statute and cannot be waived) to require the
Administrative Agent or the Lenders to (i) proceed against the Borrower or the
Co-Borrower, as applicable, any other guarantor or any other party, (ii) proceed
against or exhaust any security held from the Borrower, the Co-Borrower, any
other guarantor or any other party or (iii) pursue any other remedy in the
Administrative Agent's or the Lenders' power whatsoever. Each of the Borrower
and the Co-Borrower waives any defense based on or arising out of any defense of
the Borrower or the Co-Borrower, as applicable, any other guarantor or any other
party, other than payment in full of the Obligations, based on or arising out of
the disability of the Borrower or the Co-Borrower, as applicable, any other
guarantor or any other party, or the unenforceability of the Obligations or any
part thereof from any cause, or the cessation from any cause of the liability of
the Borrower or the Co-Borrower, as applicable, other than payment in full of
the Obligations.

(f) Each of the Borrower and the Co-Borrower, with respect to the direct
obligations of its co-obligor, waives all presentments, demands for performance,
protests and notices, including without limitation notices of nonperformance,
notices of protest, notice of acceleration, notices of intent to accelerate,
notices of dishonor, and notices of the existence, creation or incurring of new
or additional Obligations. Each of the Borrower and the Co-Borrower assumes all
responsibility for being and keeping itself informed of the other co-obligor's
financial condition and assets, and of all other circumstances bearing upon the
risk of nonpayment of the Obligations and the nature, scope and extent of the
risks which the Borrower and the Co-Borrower, as

                                       76
<PAGE>

applicable, assumes and incurs hereunder, and agrees that the Administrative
Agent and the Lenders shall have no duty to advise either of the Borrower or the
Co-Borrower of information known to them regarding such circumstances or risks.

(g) It is the desire and intent of the Borrower and the Co-Borrower that their
joint and several obligations under this Agreement shall be enforced against
each of them to the fullest extent permissible under the laws and public
policies applied in each jurisdiction in which enforcement is sought. If,
however, and to the extent that, the obligations of either of the Borrower and
the Co-Borrower shall be adjudicated to be invalid or unenforceable for any
reason (including, without limitation, because of any applicable state or
federal law relating to fraudulent conveyances or transfers), then the amount of
the Obligations owed by the Borrower or the Co-Borrower, as applicable, shall be
deemed to be reduced and the Borrower or the Co-Borrower, as applicable, shall
pay the maximum amount of the Obligations which would be permissible under
applicable law.

(h) The obligations of the Borrower and the Co-Borrower hereunder shall remain
in full force and effect until the Commitments have terminated and the principal
and interest on the Loans and all other amounts payable under this Agreement
shall have been paid in full. The provisions of this Section 9.14 shall survive
the termination of this Agreement and any satisfaction or discharge of the
Borrower or the Co-Borrower by virtue of any payment, any court order or any
applicable law. The obligations of each of the Borrower and the Co-Borrower
under this Section 9.14 constitute the full recourse obligations of either of
the Borrower and the Co-Borrower, as applicable, enforceable against it to the
full extent of all its property.

(i) Each of the Borrower and the Co-Borrower irrevocably waives any and all
rights to which it may be entitled, by operation of law or otherwise, upon
making any payment hereunder to be subrogated to the rights of the payee against
its co-obligor with respect to such payment or otherwise to be reimbursed,
indemnified or exonerated by such co-obligor in respect thereof in any
bankruptcy, insolvency or similar proceeding involving such co-obligor as debtor
commencing within one year after the making of any payment by it under this
Agreement or in respect of the Loans. Each of the Borrower and the Co-Borrower
hereby further waives any right to enforce via subrogation any other remedy
which the Administrative Agent or any Lender now has or may hereafter have
against its co-obligor and any right of indemnity, reimbursement or contribution
against such co-obligor that it may have by virtue of its performance of its
obligations hereunder until such time as the Administrative Agent and the
Lenders have been indefeasibly paid in full and the Commitments have expired or
been terminated.

      Section 9.15 USA Patriot Act Notice. Each Lender hereby notifies the
Borrower that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the "USA Patriot Act"), it
is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and
other information that will allow such Lender to identify the Borrower in
accordance with the USA Patriot Act.

                      [SIGNATURE PAGES BEGIN ON NEXT PAGE]

                                       77
<PAGE>

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

THE REYNOLDS AND REYNOLDS COMPANY            THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                             Chicago Branch
By: /S/ MICHAEL J. GAPINSKI
    ----------------------------             By: /S/ KAZUYA MATSUSHITA
    Name: Michael J. Gapinski                    ----------------------------
    Title:  Treasurer                            Name: Kazuya Matsushita
                                                 Title: General Manager
REYNA CAPITAL CORPORATION
                                             FIFTH THIRD BANK
By: /S/ MICHAEL J. GAPINSKI
    ----------------------------             By: /S/ NEAL R. RATLIFF
    Name: Michael J. Gapinski                    ----------------------------
    Title: Treasurer                             Name: Neal R. Ratliff
                                                 Title: Vice President
JPMORGAN CHASE BANK, individually and as
Administrative Agent                         U.S. BANK, N.A.

By: /S/ BETH GROSSMAN                        By: /S/ RONALD D. AMOS
    ----------------------------                 ----------------------------
    Name: Beth Grossman                          Name: Ronald D. Amos
    Title: Vice President                        Title: Regional President

CREDIT LYONNAIS NEW YORK BRANCH              PNC BANK, National Association

By: /S/ LEE E. GREVE                         By: /S/ JEFFREY L. STEIN
    ----------------------------                 ----------------------------
    Name: Lee E. Greve                           Name: Jeffrey L. Stein
    Title:  First Vice President                 Title: Vice President

NATIONAL CITY BANK                           CITIZENS BANK OF PENNSYLVANIA

By: /S/ NEAL J. HINKER                       By: /S/ DWAYNE R. FINNEY
    ----------------------------                 ----------------------------
    Name: Neal J. Hinker                         Name: Dwayne R. Finney
    Title: Senior Vice President                 Title: Vice President

RBC CENTURA BANK                             C O M M E R Z B A N K
                                             Aktiengesellschaft,
By: /S/ GARY ANDERSEN                        New York and Grand Cayman Branches
    ----------------------------
    Name: Gary Andersen                      By: /S/ JOHN MARLATT
    Title: Vice President                        ----------------------------
                                                 Name: John Marlatt
SUNTRUST BANK                                    Title: Senior Vice President

By: /S/ BRIAN M. DAVIS                       C O M M E R Z B A N K
    ----------------------------             Aktiengesellschaft,
    Name: Brian M. Davis                     New York and Grand Cayman Branches
    Title: Director
                                             By: /S/ GRAHAM A. WARNING
BANK ONE, NA                                     ----------------------------
                                                 Name: Graham A. Warning
By: /S/ SABIR A. HASHMY                          Title: Assistant Vice President
    ----------------------------
    Name: Sabir A. Hashmy
    Title: Director

                                       78
<PAGE>

                                                                   SCHEDULE 2.01

                                   COMMITMENTS

<TABLE>
<CAPTION>
                 NAME OF LENDER                        AMOUNT OF COMMITMENT
<S>                                                    <C>
1 JPMorgan Chase Bank                                  $         22,000,000

2 Credit Lyonnais New York Branch.                     $         22,000,000

3 RBC Centura Bank                                     $         22,000,000

4 Commerzbank AG, New York and Grand Cayman Branches   $         18,000,000

5 Fifth Third Bank                                     $         18,000,000

6 National City Bank                                   $         18,000,000

7 The Bank of Tokyo-Mitsubishi, Ltd, Chicago Branch    $         14,000,000

8 Citizens Bank of Pennsylvania                        $         14,000,000

9 PNC Bank, National Association                       $         14,000,000

10 SunTrust Bank                                       $         14,000,000

11 U.S. Bank, N.A.                                     $         14,000,000

12 Bank One, NA                                        $         10,000,000

      TOTAL                                            $        200,000,000
</TABLE>

                                       79
<PAGE>

                                                                   SCHEDULE 3.06

                            LIST OF DISCLOSED MATTERS

None, except as disclosed in footnote 10 of the financial statements of the
Borrower filed as part of the most recent 10Q SEC filing for the quarter ended
12/31/03.

                                       80
<PAGE>

                                                                   SCHEDULE 3.18

                              LIST OF SUBSIDIARIES

FORMCRAFT HOLDINGS, INC.

INCADEA, GMBH

REYNOLDS AND REYNOLDS, GMBH

NETWORKCAR, INC.

REYNA CAPITAL CORPORATION
      Reyna Funding, L.L.C.

REYNOLDS AND REYNOLDS (CANADA) LIMITED

REYNOLDS AND REYNOLDS HOLDINGS, INC.

REYNOLDS AND REYNOLDS INTERNATIONAL CORPORATION

REYNOLDS PARTSCO HOLDINGS, INC.

REYNOLDS TRANSFORMATION SERVICES, INC.
 Automark, LLC
 L.S.I., LLC

REYNOLDS TRANSFORMATION SOLUTIONS LIMITED

REYNOLDS VEHICLE REGISTRATION, INC.

THE OC GROUP, LLC

                                       81
<PAGE>

                                                                   SCHEDULE 6.02

                              EXISTING INDEBTEDNESS

<TABLE>
<CAPTION>
                                     Issue Date   Maturity Date     Balance    Currency
<S>                                  <C>          <C>             <C>          <C>
REYNOLDS AND REYNOLDS COMPANY

Public Bond                          12/16/1996    12/15/2006     100,000,000    USD

Support Obligations
Real Estate Lease Guarantees                        1/22/2006       1,344,114    USD

Stand By Letters of Credit
American Casualty Co. of Reading       7/1/2003      7/1/2004       1,054,004    USD
Reliance Insurance Company             7/1/2003      7/1/2004          87,533    USD
Travelers Indemnity Company           12/4/2003     10/1/2004         775,000    USD
Travelers Indemnity Company           1/13/2004    12/31/2004         490,000    USD

Clarica Life Insurance Company        8/31/2000     3/31/2007       2,108,648    CAD

REYNA CAPITAL CORPORATION
Term Loans
Credit Lyonnais                       5/24/2000     5/23/2004       1,250,000    USD
Fifth Third Bank                      9/22/1999     9/22/2004       1,000,000    USD
Royal Bank of Canada                  9/29/2000     9/29/2004       1,250,000    USD
Fifth Third Bank                      9/29/2000     10/3/2004       1,875,000    USD
Credit Lyonnais                        3/1/2001      3/1/2005       5,000,000    USD
Credit Lyonnais                       9/30/2003     9/30/2007       9,625,000    USD
Credit Lyonnais                       1/30/2004     1/30/2008       7,000,000    USD

Royal Bank of Canada                 12/20/2002    12/20/2006       4,812,500    CAD
Royal Bank of Canada                 10/20/2003    10/20/2007       6,562,500    CAD

REYNA FUNDING LLC
Accounts Receivable Securitization    1/31/2002     1/23/2006     100,000,000    USD
</TABLE>

                                       82
<PAGE>

                                                                   SCHEDULE 6.03

                                 EXISTING LIENS

No material liens, with the exception of the Security Interest granted pursuant
to the Permitted Receivables Purchase Facility.

                                       83
<PAGE>

                                                                   SCHEDULE 6.05

                          INVESTMENTS (SECTION 6.05(e))

<TABLE>
<S>                                  <C>
PTY Australia                        $   294,845

Computerized Vehicle Registration    $ 4,759,770

Choice Parts, LLC                    $ 1,935,869
                                     -----------

TOTAL                                $ 6,990,484
</TABLE>

                                       84
<PAGE>

                                                                   SCHEDULE 6.10

                              EXISTING RESTRICTIONS

None, with the exception of that pursuant to the Permitted Receivables Purchase
Facility.

                                       85
<PAGE>

                                                                       EXHIBIT A

                            ASSIGNMENT AND ASSUMPTION

      This Assignment and Assumption (the "Assignment and Assumption") is dated
as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the
"Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.

      For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective
facilities identified below (including any letters of credit, guarantees, and
swingline loans included in such facilities) and (ii) to the extent permitted to
be assigned under applicable law, all claims, suits, causes of action and any
other right of the Assignor (in its capacity as a Lender) against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the "Assigned Interest"). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by the
Assignor.

1. Assignor:      ______________________________

2. Assignee:      ______________________________
                  [and is an Affiliate/Approved Fund of [identify Lender](1)]

3. Borrower(s):   ______________________________

4. Administrative ______________________, as the administrative agent under the
Agent: Agent:     Credit Agreement

5. Credit         The $200,000,000 Credit Agreement dated as of April 8, 2004
Agreement:        among The Reynolds and Reynolds Company, Reyna Capital
                  Corporation, the Lenders parties thereto, JPMorgan Chase Bank,
                  as Administrative Agent, and the other agents parties thereto

6. Assigned
Interest:

(1) Select as applicable.

<TABLE>
<CAPTION>
Facility            Aggregate Amount of                Amount of           Percentage Assigned of
Assigned(2)   Commitment/Loans for all Lenders  Commitment/Loans Assigned    Commitment/Loans(3)
<S>           <C>                               <C>                        <C>
              $                                 $                                               %
              $                                 $                                               %
              $                                 $                                               %
</TABLE>

                                       86
<PAGE>

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

      ASSIGNOR

      [NAME OF ASSIGNOR]

      By: ______________________________

       Title:

      ASSIGNEE

      [NAME OF ASSIGNEE]

      By: ______________________________

       Title:

(2) Fill in the appropriate terminology for the types of facilities under the
Credit Agreement that are being assigned under this Assignment (e.g. "Revolving
Commitment")

(3) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Lenders thereunder.

[Consented to and](4) Accepted:

JPMORGAN CHASE BANK, as
  Administrative Agent

By: _________________________________

Title:

[Consented to:](5)

[NAME OF RELEVANT PARTY]

By: ________________________________

Title:

(4) To be added only if the consent of the Administrative Agent is required by
the terms of the Credit Agreement.

(5) To be added only if the consent of the Borrower and/or other parties (e.g.
Swingline Lender, Issuing Bank) is required by the terms of the Credit
Agreement.

                                       87
<PAGE>

                                                                         ANNEX 1

                              [__________________](1)

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal
and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is
free and clear of any lien, encumbrance or other adverse claim and (iii) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document(2), (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of the
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the
Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver
this Assignment and Assumption and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the
requirements, if any, specified in the Credit Agreement that are required to be
satisfied by it in order to acquire the Assigned Interest and become a Lender,
(iii) from and after the Effective Date, it shall be bound by the provisions of
the Credit Agreement as a Lender thereunder and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section ___ thereof, as applicable,
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (v) if it is a Foreign Lender,
attached to the Assignment and Assumption is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the Assignor 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 the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

(1) Describe Credit Agreement at option of Administrative Agent.

(2) The term "Loan Document" should be conformed to that used in the Credit
Agreement.

2. Payments. From and after the Effective Date, the Administrative Agent shall
make all payments in respect of the Assigned Interest (including payments of
principal, interest, fees and other amounts) to the Assignor for amounts which
have accrued to but excluding the Effective Date and to the Assignee for amounts
which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
assigns. This Assignment and Assumption may be executed in any number of
counterparts, which together shall constitute one instrument. Delivery of an
executed counterpart of a signature page of this Assignment and Assumption by
telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.

                                       88
<PAGE>

                                                                       EXHIBIT B

                       OPINION OF COUNSEL FOR THE BORROWER

                                                                [Effective Date]

To the Lenders and the Administrative
 Agent Referred to Below
c/o JPMorgan Chase Bank, as
 Administrative Agent
270 Park Avenue
New York, New York 10017

Dear Sirs:

      We have acted as counsel for The Reynolds and Reynolds Company, an Ohio
corporation (the "Borrower") and Reyna Capital Corporation, an Ohio corporation
(the "Co-Borrower"), in connection with the Credit Agreement dated as of April
8, 2004 (the "Credit Agreement"), among the Borrower, the Co-Borrower, the banks
and other financial institutions identified therein as Lenders, and JPMorgan
Chase Bank, as Administrative Agent. Terms defined in the Credit Agreement are
used herein with the same meanings.

      We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as we have deemed necessary or advisable for purposes of this
opinion.

      Upon the basis of the foregoing, we are of the opinion that:

      1. The Borrower/the Co-Borrower (a) is a corporation duly organized,
validly existing and in good standing under the laws of Ohio, (b) has all
requisite power and authority to carry on its business as now conducted and (c)
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

      2. The Transactions are within the Borrower's/Co-Borrower's corporate
powers and have been duly authorized by all necessary corporate and, if
required, stockholder action. The Credit Agreement has been duly executed and
delivered by the Borrower/Co-Borrower and constitutes a legal, valid and binding
obligation of the Borrower/Co-Borrower, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

      3. The Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect, (b)
will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of the Borrower/Co-Borrower or any of its
Subsidiaries or any order of any Governmental Authority, (c) will not violate or
result in a default under any indenture, agreement or other instrument binding
upon the Borrower/Co-Borrower or any of its Subsidiaries or its assets, or give
rise to a right thereunder to require any payment to be made by the
Borrower/Co-Borrower or any of its Subsidiaries, and (d) will not result in the
creation or imposition of any Lien on any asset of the Borrower/Co-Borrower or
any of its Subsidiaries.

      4. There are no actions, suits or proceedings by or before any arbitrator
or Governmental Authority pending against or, to our knowledge, threatened
against or affecting the Borrower/Co-Borrower or any of its Subsidiaries (a) as
to which there is a reasonable possibility of an adverse determination and that,
if adversely determined, could reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect (other than the Disclosed Matters)
or (b) that involve the Credit Agreement or the Transactions.

                                       89
<PAGE>

      5. Neither the Borrower/Co-Borrower nor any of its Subsidiaries is (a) an
"investment company" as defined in, or subject to regulation under, the
Investment Company Act of 1940 or (b) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935.

      We are members of the bar of the State of [New York] [Illinois] [Ohio] and
the foregoing opinion is limited to the laws of the State of [New York]
[Illinois] [Ohio](1) and the Federal laws of the United States of America. This
opinion is rendered solely to you in connection with the above matter. This
opinion may not be relied upon by you for any other purpose or relied upon by
any other Person (other than your successors and assigns as Lenders and Persons
that acquire participations in your Loans) without our prior written consent.

      Very truly yours,

      [----------------]

(1) If the enforceability opinion referenced above is not give as to New York
law, then add a "choice of law" opinion with respect to the jurisdiction where
the Borrower and the Co-Borrower are located.

                                       90
<PAGE>

                                                                       EXHIBIT C

                      FORM OF NOTICE OF COMMITMENT INCREASE

                                                                          [Date]

JPMorgan Chase Bank,
 as Administrative Agent
270 Park Avenue
New York, New York 10017
Attention: __________________
Ladies and Gentlemen:

      The undersigned, The Reynolds and Reynolds Company and Reyna Capital
Corporation, refer to the Credit Agreement dated as of April 8, 2004, (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement", with terms defined in the Credit Agreement and not otherwise defined
herein being used herein as therein defined) among The Reynolds and Reynolds
Company, an Ohio corporation (the "Borrower"), Reyna Capital Corporation, an
Ohio corporation (the "Co-Borrower"), the Lenders party thereto, and JPMorgan
Chase Bank, as Administrative Agent and hereby give you notice, irrevocably,
pursuant to Section 2.20 of the Credit Agreement that the undersigned hereby
request that the aggregate amount of the Lenders' Commitments be increased and
the CI Lenders agree to provide Commitments under the Credit Agreement, and in
that connection sets forth below the information relating to such proposed
Commitment Increase as required by Section 2.20 of the Credit Agreement:

(a) the effective date of such increase of aggregate total amount of the
Lenders' Commitments is _______________;

(b) the amount of the requested increase of the aggregate total Lenders'
Commitments is $__________________ [$10,000,000 minimum];

(c) (iii) the CI Lenders, which have agreed with the Borrower and the
Co-Borrower to provide their respective Commitments, are: [INSERT NAMES OF THE
CI LENDERS]; and

(d) (iv) set forth on Annex I hereto is the amount of the respective Commitments
of all Reducing Percentage Lenders and all CI Lenders on the effective date of
such Commitment Increase.

      Delivery of an executed counterpart of this Notice of Commitment Increase
by telecopier shall be effective as delivery of an original executed counterpart
of this Notice of Commitment Increase.

Very truly yours,

THE REYNOLDS AND REYNOLDS COMPANY

By: __________________________________________
Name: ________________________________________
Title: _______________________________________

REYNA CAPITAL CORPORATION

By: __________________________________________
Name: ________________________________________
Title: _______________________________________

                                       91