Exhibit 10.1  AMENDED AND RESTATED CREDIT
AGREEMENT  among  ADVANCE AMERICA, CASH ADVANCE CENTERS, INC., as Borrower,  CERTAIN SUBSIDIARIES OF THE
BORROWER, as Guarantors,  THE LENDERS PARTY HERETO  AND  BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer  Dated as of March 24,
2008     Arranged By:  BANC OF AMERICA SECURITIES
LLC,  as Sole Lead Arranger and Book Manager


TABLE OF CONTENTS  ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
  
  11.1
  Definitions.
  
  11.2
  Other Interpretive Provisions.
  
  241.3
  Accounting Terms.
  
  241.4
  Rounding.
  
  251.5
  Times of Day.
  
  251.6
  Letter of Credit Amounts.
  
  25ARTICLE II THE COMMITMENTS AND EXTENSION OF CREDITS
  
  252.1
  Revolving Loans.
  
  252.2
  Borrowings, Conversions and Continuations of Loans.
  
  262.3
  Letters of Credit.
  
  272.4
  Swingline Loans.
  
  352.5
  Prepayments.
  
  382.6
  Termination or Reduction of Aggregate Revolving
  Commitments.
  
  392.7
  Repayment of Loans.
  
  392.8
  Interest.
  
  392.9
  Fees.
  
  402.10
  Computation of Interest and Fees; Retroactive
  Adjustments of Applicable Rate.
  
  402.11
  Evidence of Debt.
  
  412.12
  Payments Generally; Administrative Agents Clawback.
  
  412.13
  Sharing of Payments by Lenders.
  
  43ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
  
  433.1
  Taxes.
  
  433.2
  Illegality.
  
  463.3
  Inability to Determine Rates.
  
  473.4
  Increased Costs.
  
  473.5
  Compensation for Losses.
  
  483.6
  Mitigation Obligations; Replacement of Lenders.
  
  493.7
  Survival.
  
  49ARTICLE IV GUARANTY
  
  494.1
  The Guaranty.
  
  494.2
  Obligations Unconditional.
  
  504.3
  Reinstatement.
  
  504.4
  Certain Additional Waivers.
  
  514.5
  Remedies.
  
  514.6
  Rights of Contribution.
  
  514.7
  Guarantee of Payment; Continuing Guarantee.
  
  51ARTICLE V CONDITIONS PRECEDENT TO EXTENSION OF CREDITS
  
  515.01
  Conditions of Effectiveness.
  
  515.2
  Conditions to All Extensions of Credit.
  
  53ARTICLE VI REPRESENTATIONS AND WARRANTIES
  
  536.1
  Financial Condition.
  
  536.2
  No Changes.
  
  546.3
  Organization; Existence; Compliance with Law.
  
  546.4
  Power; Authorization; Enforceable Obligations.
  
  54


6.5
  No Legal Bar.
  
  546.6
  No Material Litigation.
  
  556.7
  No Default.
  
  556.8
  Ownership of Property; Liens.
  
  556.9
  Intellectual Property.
  
  556.10
  No Burdensome Restrictions.
  
  556.11
  Taxes.
  
  556.12
  ERISA
  
  566.13
  Governmental Regulations, Etc.
  
  566.14
  Subsidiaries.
  
  576.15
  Purpose of Extensions of Credit.
  
  576.16
  Environmental Matters.
  
  576.17
  Obligations under Leases.
  
  586.18
  Disclosure.
  
  586.19
  Bank Accounts.
  
  586.20
  Solvency.
  
  586.21
  Collateral Matters.
  
  58ARTICLE VII AFFIRMATIVE COVENANTS
  
  587.1
  Financial Statements.
  
  597.2
  Certificates; Other Information.
  
  607.3
  Notices.
  
  627.4
  Payment of Taxes.
  
  627.5
  Conduct of Business and Maintenance of Existence.
  
  627.6
  Maintenance of Property; Insurance.
  
  637.7
  Inspection of Property; Books and Records;
  Discussions.
  
  637.8
  Environmental Laws.
  
  637.9
  Financial Covenants.
  
  647.10
  Additional Guaranties and Stock Pledges.
  
  647.11
  Ownership of Subsidiaries.
  
  657.12
  Use of Proceeds.
  
  657.13
  Acknowledgment of Grant of Security Interest in
  Deposit Accounts.
  
  65ARTICLE VIII NEGATIVE COVENANTS
  
  658.1
  Indebtedness.
  
  658.2
  Liens.
  
  678.3
  Consolidation, Merger, Divestiture, etc.
  
  678.4
  Acquisitions.
  
  688.5
  Investments.
  
  688.6
  Change in Fiscal Year; Change in Legal Name or State
  of Formation; Amendment to Organization Documents.
  
  688.7
  Restricted Payments.
  
  698.8
  Sale Leasebacks.
  
  698.9
  No Further Negative Pledges.
  
  708.10
  Transactions with Affiliates.
  
  708.11
  Subordinated Debt.
  
  70ARTICLE IX EVENTS OF DEFAULT AND REMEDIES
  
  719.1
  Events of Default.
  
  71


9.2
  Remedies Upon Event of Default.
  
  729.3
  Application of Funds.
  
  73ARTICLE X ADMINISTRATIVE AGENT
  
  7410.1
  Appointment and Authority.
  
  7410.2
  Rights as a Lender.
  
  7410.3
  Exculpatory Provisions.
  
  7510.4
  Reliance by Administrative Agent.
  
  7510.5
  Delegation of Duties.
  
  7610.6
  Resignation of Administrative Agent.
  
  7610.7
  Non-Reliance on Administrative Agent and Other
  Lenders.
  
  7710.8
  No Other Duties; Etc.
  
  7710.9
  Administrative Agent May File Proofs of Claim.
  
  7710.10
  Collateral and Guaranty Matters.
  
  78ARTICLE XI MISCELLANEOUS
  
  7811.1
  Notices; Effectiveness; Electronic Communications.
  
  7811.2
  Set-off.
  
  8011.3
  Successors and Assigns.
  
  8111.4
  No Waiver; Cumulative Remedies; Enforcement.
  
  8411.5
  Expenses; Indemnity; and Damage Waiver.
  
  8511.6
  Amendments, Etc.
  
  8711.7
  Counterparts; Integration; Effectiveness.
  
  8811.8
  Survival of Representations and Warranties.
  
  8811.9
  Governing Law; Submission to Jurisdiction; Venue;
  Etc.
  
  8911.10
  Waiver of Right to Trial by Jury.
  
  9011.11
  Severability.
  
  9011.12
  Treatment of Certain Information; Confidentiality.
  
  9011.13
  USA PATRIOT Act.
  
  9111.14
  Notice by Borrower regarding Nonpublic Information.
  
  9111.15
  Consent to Security Interest in Deposit Accounts.
  
  9111.16
  Interest Rate Limitation.
  
  9111.17
  Payments Set Aside.
  
  9211.18
  Replacement of Lenders.
  
  9211.19
  No Advisory or Fiduciary Responsibility.
  
  9311.20
  Electronic Execution of Assignments and Certain
  Other Documents.
  
  9311.21
  Amendment and Restatement.
  
  94


SCHEDULES  2.1
  Lenders
  and Commitments2.2
  Form of
  Loan Notice2.3
  Existing
  Letters of Credit2.4
  Form of
  Swing Line Loan Notice2.11(a)
  Form of
  Note6.9
  Intellectual
  Property6.14
  Subsidiaries6.19
  Bank
  Accounts6.21(a)
  Chief
  Executive Office, Taxpayer Identification Number, Etc.6.21(b)
  Changes
  in Legal Name, State of Formation or Structure7.2
  Form of
  Compliance Certificate7.10
  Form of
  Joinder Agreement8.1
  Indebtedness11.1
  Certain
  Notice Addresses11.3-1
  Form of
  Assignment and Assumption11.3-2
  Form of
  Administrative Questionnaire


AMENDED AND RESTATED CREDIT AGREEMENT  THIS
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 24, 2008 among
ADVANCE AMERICA, CASH ADVANCE CENTERS, INC., a Delaware corporation (the Borrower),
the Guarantors (defined herein), the Lenders (defined herein) and BANK OF
AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.  WHEREAS,
the Borrower has requested that the Lenders provide $270 million in credit
facilities for the purposes set forth herein, and the Lenders are willing to do
so on the terms and conditions set forth herein.  NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:  ARTICLE I  DEFINITIONS
AND ACCOUNTING TERMS  1.1           Definitions.  As
used in this Credit Agreement, the following terms shall have the meanings
specified below:  Acquisition meansany transaction in which
any member of the Consolidated Group directly or indirectly (i) acquires
all or substantially all of (A) the Property of another Person or (B) any
division, business unit or product line of another Person, in each case whether
through a purchase of assets, merger or otherwise, or (ii) acquires (in
one transaction or as the most recent transaction in a series of transactions)
control of at least a majority of the Voting Stock of another Person, other
than the acquisition of Voting Stock of a Wholly Owned Subsidiary solely in
connection with the organization and capitalization of that Subsidiary by a
member of the Consolidated Group.  Adjusted
Transaction Receivables means the sum of (a) all Transaction
Receivables minus (b) Excluded Transaction Receivables (other than
any such Excluded Transaction Receivables which have been charged-off by the
applicable member of the Consolidated Group).  Administrative
Agent means Bank of America in its capacity as administrative agent under
any of the Credit Documents, or any successor administrative agent.  Administrative
Agents Fee Letter means that certain letter agreement dated as of February 13,
2008 among the Administrative Agent, the Arranger and the Borrower.  Administrative
Agents Office means the Administrative Agents address and, as
appropriate, account as set forth on Schedule 11.1 or such other address
or account as the Administrative Agent may from time to time notify to the
Borrower and the Lenders.  Administrative
Questionnaire means an Administrative Questionnaire in substantially the
form of Schedule 11.3-2 or any other form approved by the Administrative
Agent.  Affiliate means, with respect to any Person,
any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such Person.  For purposes of this definition, control
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or


otherwise; and the terms controlling and controlled
have meanings correlative to the foregoing.  Aggregate
Revolving Commitments means the Revolving Commitments of all the
Lenders.  The initial amount of the
Aggregate Revolving Commitments in effect on the Closing Date is TWO HUNDRED
SEVENTY MILLION DOLLARS ($270,000,000).  Applicable
Rate means the following percentages per annum, based upon the
Consolidated Total Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 7.2(b):  Pricing 
  Level
  
  Consolidated TotalLeverage Ratio
  
  Eurodollar Loans
  
  Base Rate Loans
  
  Commitment 
  Fee1
  
  Less
  than or equal to 1.0:1.0
  
  2.50%
  
  1.50%
  
  0.250%2
  
  Less
  than or equal to 2.0:1.0 but greater than 1.0:1.0
  
  2.75%
  
  1.75%
  
  0.250%3
  
  Less
  than or equal to 3.0:1.0 but greater than 2.0:1.0
  
  3.00%
  
  2.00%
  
  0.375%4
  
  Greater
  than 3.0:1.0
  
  3.25%
  
  2.25%
  
  0.500%  Any
increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Total Leverage Ratio shall become effective as of the first
Business Day immediately following the date a Compliance Certificate is
delivered pursuant to Section 7.2(b); provided, however,
that if a Compliance Certificate is not delivered when due in accordance with
such Section, then, upon the request of the Required Lenders, Pricing Level 4
shall apply as of the first Business Day after the date on which such
Compliance Certificate was required to have been delivered and shall remain in
effect until the date on which such Compliance Certificate is delivered.  The Applicable Rate in effect from the
Closing Date through the first Business Day immediately following the date a
Compliance Certificate is required to be delivered pursuant to Section 7.2(b)for
the fiscal quarter ending March 31, 2008 shall be determined based upon
Pricing Level 2.  Approved
Fund means any Fund that (a) is administered or managed by (i) a
Lender, (ii) an Affiliate of a Lender or (iii) an entity or an
Affiliate of an entity that administers or manages a Lender and (b) regularly
participates in revolving credit facilities similar to those provided under the
Credit Agreement.  Arranger means Banc of America Securities
LLC, in its capacity as sole lead arranger and book manager.  Assignee
Group means two or more Eligible Assignees that are Affiliates of one
another or two or more Approved Funds managed by the same investment advisor.  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 11.3(b)),
and accepted by the Administrative Agent, in substantially the form of Schedule
11.3 or any other form approved by the Administrative Agent.  Bank of America means Bank of America, N.A.
and its successors.  Bankruptcy Event means, with respect to any
Person, the occurrence of any of the following with respect to such Person: (a) such
Personinstitutes or consents to the institution of any proceeding under any   2


Debtor
Relief Law, or makes an assignment for the benefit of creditors; (b) such
Person applies for or consents to the appointment of any receiver, trustee,
custodian, conservator, liquidator, rehabilitator or similar officer for it or
for all or any material part of its Property; or any receiver, trustee,
custodian, conservator, liquidator, rehabilitator or similar officer is
appointed without the application or consent of such Person and the appointment
continues undischarged or unstayed for sixty calendar days; (c) any
proceeding under any Debtor Relief Law relating to any such Person or to all or
any material part of its Property is instituted without the consent of such
Person and continues undismissed or unstayed for sixty calendar days, or an
order for relief is entered in any such proceeding; (d) such Person
becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due; or (e) any writ or warrant of attachment or
execution or similar process is issued or levied against all or any material part
of the Property of any such Person and is not released, vacated or fully bonded
within sixty days after its issue or levy.  Base
Rate means for any day a fluctuating rate per annum equal to the higher of
(a) the Federal Funds Rate plus 1⁄2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its prime rate.  The prime
rate is a rate set by Bank of America based upon various factors including
Bank of Americas costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans, which
may be priced at, above, or below such announced rate.  Any change in the prime rate announced by
Bank of America shall take effect at the opening of business on the day
specified in the public announcement of such change.  Base Rate Loan means any Loan bearing interest at a rate determined by reference to
the Base Rate.  Borrower has the meaning specified in the
introductory paragraph hereto.  Borrower Materials has the meaning
specified in Section 7.2.  Borrowing
means a borrowing consisting of simultaneous Loans of the same Type and, in the
case of Eurodollar Loans, having the same Interest Period made by each of the
Lenders pursuant to Section 2.1.  Branch Operating Income means, for each branch
operating location for members of the Consolidated Group, on a branch-by-branch
basis, for any period, the sum of (a) net income (but excluding for
purposes hereof, extraordinary gains and losses and gains or losses from the
sale or disposition of assets and, in each case, related tax effects thereonand any bad
debt expense accrued in excess of the actual bad debt write-off net of
recoveries) plus (b) in the
case of the remaining components, to the extent deducted in determining net
income, the sum of (i) interest expense, (ii) all provisions for
federal, state and local income taxes, (iii) amortization, (iv) corporate,
general and administrative expenses,and (v) fees charged by the
Borrower or the Borrowers Subsidiaries to each branch, in each case determined in accordance with GAAP.  Business
Day means a day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed
in, the state where the Administrative Agents Office is located and, if such
day relates to any Eurodollar Loan, means any such day on which dealings
between banks are conducted in Dollar deposits in the London interbank
eurodollar market.  Capital Lease means, as applied to any Person,
any lease of any Property by that Person as lessee which, in accordance with
GAAP, is or should be accounted for as a capital lease on the balance sheet of
that Person.  3


Capital
Lease Obligation means the capital lease obligations relating to a Capital
Lease determined in accordance with GAAP.  Capital
Stock means, with respect to any Person, all of the shares of capital
stock of (or other ownership or profit interests in) such Person, all of the
warrants, options or other rights for the purchase or acquisition from such
Person of shares of capital stock of (or other ownership or profit interests
in) such Person, all of the securities convertible into or exchangeable for
shares of capital stock of (or other ownership or profit interests in) such
Person or warrants, rights or options for the purchase or acquisition from such
Person of such shares (or such other interests), and all of the other ownership
or profit interests in such Person (including partnership, member or trust
interests therein), whether voting or nonvoting, and whether or not such
shares, warrants, options, rights or other interests are outstanding on any
date of determination.  Cash Collateralize has the meaning
specified in Section 2.3(g).  Cash Equivalents
means (a) securities issued or directly and fully guaranteed or insured by
the United States of America or any agency or instrumentality thereof (provided
that the full faith and credit of the United States of America is pledged in
support thereof) having maturities of not more than twelve months from the date
of acquisition, (b) Dollar denominated time deposits and certificates of
deposit of (i) any Lender, or (ii) any domestic commercial bank of
recognized standing (y) having capital and surplus in excess of
$500,000,000 and (z) whose short-term commercial paper rating from S&P
is at least A-1 or the equivalent thereof or from Moodys is at least P-1 or
the equivalent thereof (any such bank being an Approved Bank), in each
case with maturities of not more than 270 days from the date of acquisition, (c) commercial
paper and variable or fixed rate notes issued by any Approved Bank (or by the
parent company thereof) or any variable rate notes issued by, or guaranteed by,
any domestic corporation rated A-1 (or the equivalent thereof) or better by
S&P or P-1 (or the equivalent thereof) or better by Moodys and maturing
within six months of the date of acquisition, (d) repurchase agreements
entered into by a Person with a bank or trust company (including any of the
Lenders) or recognized securities dealer having capital and surplus in excess
of $500,000,000 for direct obligations issued by or fully guaranteed by the
United States of America in which such Person shall have a perfected first
priority security interest (subject to no other Liens) and having, on the date
of purchase thereof, a fair market value of at least 100% of the amount of the
repurchase obligations, (e) obligations of any State of the United States
of America or any political subdivision thereof, the interest with respect to
which is exempt from federal income taxation under Section 103 of the
Internal Revenue Code, having a long term rating of at least AA- or Aa-3 by
S&P or Moodys, respectively, and maturing within three years from the date
of acquisition thereof, (f) Investments, classified in accordance with
GAAP as current assets, in money market investment programs registered under
the Investment Company Act of 1940, as amended, which are administered by
reputable financial institutions having capital of at least $100,000,000 and
the portfolios of which are limited to Investments of the character described
in the foregoing subdivisions (a) through (e), and (g) other
Investments deemed to be cash equivalents in accordance with GAAP.  Change of Controlmeans the
occurrence of either of the following events:  (i)            any person or group within the
meaning of Sections 13(d) and 14(d)(2) of the Exchange Act(other than the Permitted Shareholders and any
employee benefit plan of the Borrower or its Subsidiaries and any person or
entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan) becomes the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act),
directly or indirectly, of Voting Stock representing more than 35% of the
Voting Stock of the Borrower on a fully diluted basis; or   4


(ii)           during any period of 24 consecutive
months, a majority of the members of the board of directors (or other
equivalent governing body) of the Borrower cease to be composed of individuals (A) who
were members of that board  (or other
equivalent governing body) on the first day of such period, (B) whose
election or nomination to that board  (or
other equivalent governing body) was approved by individuals referred to in
clause (A) above constituting at the time of such election or nomination
at least a majority of that board (or other equivalent governing body) or (C) whose
election or nomination to that board (or other equivalent governing body) was
approved by individuals referred to in clauses (A) or (B) above
constituting at the time of such election or nomination at least a majority of
that board or equivalent governing body (excluding, in the case of both clause (A) and
clause (B), any individual whose initial nomination for, or assumption of
office as, a member of that board (or other equivalent governing body) occurs
as a result of an actual or threatened solicitation of proxies or consents for
the election or removal of one or more directors by any person or group other
than a solicitation for the election of one or more directors by or on behalf
of the board of directors (or other equivalent governing body)).  Change
in Law means the occurrence, after the date of this Credit Agreement, of
any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty
or in the administration, interpretation or application thereof by any
Governmental Authority or (c) the making or issuance of any request,
guideline or directive (whether or not having the force of law) by any
Governmental Authority.  Closing
Date means the date hereof.  Collateral
means a collective reference to all Property with respect to which Liens in favor of the AdministrativeAgent,
for the benefit of itself and the Lenders, are purported to be granted pursuant
to and in accordance with the terms of the Collateral Documents.  Collateral
Documents means a collective reference
to the Security Agreement, the Pledge Agreement, such security documents
executed and delivered by the Credit Parties pursuant to Section 7.10
and such other documents executed and delivered in connection with the
attachment and perfection of the Administrative Agents security interests and
liens arising thereunder.  Commitments means the Revolving
Commitments.  Commitment
Period means the period from and including the Closing Date to the
earliest of (a) the Maturity Date, (b) the date of termination of the
Aggregate Revolving Commitments pursuant to Section 2.6, and (c) the
date of termination of the commitment of each Lender to make Loans and of the
obligation of the L/C Issuer to make L/C Extension of Credits pursuant to Section 9.2.  Compliance Certificate has the meaning set
forth in Section 7.2(b).  Consolidated Adjusted
EBITDA means, for the members of Consolidated Group on a consolidated
basis for any period, the sum of (i) Consolidated EBITDA for such period minus
(ii) Consolidated Capital Expenditures for such period minus (iii) federal,
state and local income taxes paid during such period.  Consolidated Capital Expenditures means, for the members of Consolidated Group on a
consolidated basisfor any period, without duplication, all expenditures
(whether paid in cash or other consideration) of the members of the
Consolidated Group during such period that, in accordance with GAAP, are or
should be included in additions to property, plant and equipment or similar
items reflected in the consolidated financial statements for such period; provided,
that Consolidated Capital Expenditures  5


shall
not include, for purposes hereof, (a) expenditures of proceeds of
Divestitures within six (6) months of receipt of such proceeds, (b) expenditures
of proceeds of insurance settlements, condemnation awards and other settlements
in respect of lost, destroyed, damaged or condemned assets, equipment or other
property to the extent such expenditures are made to replace or repair such
lost, destroyed, damaged or condemned assets, equipment or other property or
otherwise to acquire assets or properties useful in the business of the members
of the Consolidated Group within six (6) months of receipt of such
proceeds, (c) Capital Lease Obligations relating to the Borrowers
headquarters in Spartanburg, South Carolina, (d) the purchase by the
Borrower or any Subsidiary of the Capital Stock of Church & Commerce,
LLC, and (e) the purchase by the Borrower or any Subsidiary of the
Specified Aircraft or the Capital Stock of any Person that owns the Specified
Aircraft.  Consolidated EBITDA
means, for the members of the Consolidated Group on a consolidated basis for
any period, the sum of (a) Consolidated Net Income for such period plus
(b) to the extent deducted in determining Consolidated Net Income, the sum
of (i) Consolidated Interest Expense for such period, (ii) all
provisions for federal, state and local income taxesfor such period,(iii) depreciation and amortization for
such period and (iv) noncash stock-based compensation expense for such
period.  Consolidated Fixed Charge
Coverage Ratio means, as of the end of each fiscal quarter of the
Borrower, the ratio of Consolidated Adjusted EBITDA for the period of four
consecutive fiscal quarters ending as of such day to Consolidated Fixed Charges
for the period of four consecutive fiscal quarters ending as of such day.  Consolidated Fixed Charges
means, for the members of the Consolidated Group on a consolidated basis for
any period, the sum of (a) Consolidated Interest Expense for such period plus
(b) scheduled current maturities of Consolidated Funded Debt (including,
for purposes hereof, mandatory commitment reductions, sinking fund payments,
payments in respect of the principal component under Capital Leases and the
like relating thereto) for such period plus (c) Restricted Payments
(other than a Permitted Stock Repurchase) for such period.  Consolidated Funded Debt
means, as of any day, Funded Debt of the members of the Consolidated Group on a
consolidated basis.  Consolidated Group means the Borrower and
its Subsidiaries.  Consolidated Interest
Expense means, for the members of the Consolidated Group on a consolidated
basis for any period, gross interest expense (including amortization of debt
discount and premium, the interest component under Capital Leases and the
implied interest component under Securitization Transactions), without
deduction or off-set for interest income.  Consolidated Net Income
means, for the members of the Consolidated Group on a consolidated basis for
any period, net income,but excluding (a) any extraordinary gains or
losses and related tax effects thereonand (b) all
charges and losses incurred during the third and fourth quarters of fiscal year
2007 related to the closure of centers in Pennsylvania, Oregon and certain
other markets, such amount not to exceed $22 million in aggregate.  ConsolidatedNet Worth means, for
the members of the Consolidated Group on a consolidated basis as of any day,
shareholders equity or net worth on a
consolidated basis.  Consolidated Senior
Secured Funded Debt means Consolidated Funded Debt that is (a) not
Subordinated Debt or (b) secured by a Lien on any Property of any member
of the Consolidated Group.   6


Consolidated Senior
Secured Leverage Ratio means, as of the last day of each fiscal quarter of
the Borrower, the ratio of (a) Consolidated Senior Secured Funded Debt on
such day to (b) Consolidated EBITDA for the period of four consecutive
fiscal quarters ending as of such day.  Consolidated Total
Leverage Ratio means, as of the last day of each fiscal quarter of the
Borrower, the ratio of Consolidated Funded Debt on such day to Consolidated
EBITDA for the period of four consecutive fiscal quarters ending as of such
day.  Contractual Obligation means, as to any
Person, any provision of any security issued by such Person or of any material
agreement, instrument or undertaking to which such Person is a party or by
which it or any of its Property is bound.  Credit
Agreement means this Credit Agreement.  Credit Documents means a collective reference
to this Credit Agreement, the Revolving Notes, the L/C Documents, the
Collateral Documents, each Joinder Agreement, the Administrative Agents Fee
Letter, and all other related agreements and documents issued or delivered
hereunder or thereunder or pursuant hereto or thereto.  Credit
Party means any of the Borrower and the Guarantors.  Debtor
Relief Laws means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief Laws of the United States or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors
generally.  Default
means any event, act or condition which with notice or lapse of time, or both,
would constitute an Event of Default.  Default
Rate means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus
(ii) the Applicable Rate, if any, applicable to Base Rate Loans plus
(iii) 2% per annum; provided, however, that with respect to
a Eurodollar Loan, the Default Rate shall be an interest rate equal to the
interest rate (including any Applicable Rate) otherwise applicable to such Loan
plus 2% per annum, in each case to the fullest extent permitted by applicable
Laws and (b) when used with respect to Letter of Credit Fees, a rate equal
to the Applicable Rate plus 2% per annum.  Defaulting
Lender means any Lender that (a) has failed to fund any portion of
the Loans, participations in L/C Obligations or participations in Swingline
Loans required to be funded by it hereunder within one Business Day of the date
required to be funded by it hereunder unless such failure has been cured, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender
any other amount required to be paid by it hereunder within one Business Day of
the date when due, unless the subject of a good faith dispute or unless such
failure has been cured, or (c) has been deemed insolvent or become the
subject of a bankruptcy or insolvency proceeding.  Divestiture meansany transaction
by which any member of the Consolidated Group sells, leases, transfers or
otherwise disposes of (i) any Property with which an ongoing business is
conducted, (ii) all or substantially all or any substantial portion of its
Property or (iii) the Capital Stock of a Subsidiary, in each case other
than (A) the sale of inventory in the ordinary course of business, (B) the
sale, lease, transfer or other disposition of plant, property and equipment
which is no longer used or useful in the business of such member of the
Consolidated Group, (C) sales, leases, transfers or other  7


dispositions
of Property (including Capital Stock of a Subsidiary) by one member of the
Consolidated Group to another member of the Consolidated Group provided that if
the transferor is a Credit Party then the transferee shall be a Credit Party, (D) the
disposition of accounts receivable in connection with the collection or
compromise thereof, (E) licenses, sublicenses, leases or subleases granted
to others not interfering in any material respect with the business of the
Borrower and its Subsidiaries, (F) the sale or disposition of Cash
Equivalents for fair market value and (G) any Involuntary Divestiture.  Dollars and $ mean lawful currency
of the United States of America.  Domestic
Subsidiary means any Subsidiary that is incorporated or organized under
the Laws of any State of the United States of America or the District of
Columbia.  Eligible Assignee means any Person that
meets the requirements to be an assignee under Sections 11.3(b)(subject
to such consents, if any, as may be required under Section 11.3(b)(iii)).  Environmental Laws
means any and all lawful and applicable federal, state, local and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances or wastes into the
environment including, without limitation, ambient air, surface water, ground
water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling of
pollutants, contaminants, chemicals, or industrial, toxic or hazardous
substances or wastes.  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 Materials of Environmental Concern, (c) exposure to any Materials of
Environmental Concern, (d) the release or threatened release of any
Materials of Environmental Concern 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 Transaction means, with respect to any
member of the Consolidated Group, any issuance, sale, transfer or other
disposition of its Capital Stock, other than 
(a) an issuance to a Credit Party by a Subsidiary of such Credit
Party, (b)an issuance made to qualify directors where required
by applicable law, (c) an issuance in
connection with a conversion of debt securities to equity, (d) an issuance
in connection with the exercise by any former, present or future employee,
officer or director under a Stock Option Plan, provided such Stock
Option Plan does not exceed ten percent (10%) of the total equity in the
Borrower,on a fully-diluted, as if converted, basis,and (e) an issuance of the Capital Stock of
the Borrower in connection with an Acquisition permitted under Section 8.4.  ERISA means the Employee Retirement Income
Security Act of 1974.  ERISA
Affiliate means any trade or business (whether or not incorporated) under
common control with any member of the Consolidated Group within the meaning of Section 414(b) or
(c) of the Internal Revenue Code (and Sections 414(m) and (o) of
the Internal Revenue Code for purposes of provisions relating to Section 412
of the Internal Revenue Code).  ERISA
Event means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject
to Section 4063 of ERISA during a  8


plan
year in which it was a substantial employer (as defined in Section 4001(a)(2) of
ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan
is in reorganization; (d) the filing of a notice of intent to terminate,
the treatment of a Plan amendment as a termination under Section 4041 or
4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a
Pension Plan or Multiemployer Plan; (e) an event or condition which
constitutes grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan or Multiemployer
Plan; or (f) the imposition of any liability under Title IV of ERISA,
other than for PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Borrower or any ERISA Affiliate.  Eurodollar
Base Rate means, for any Interest Period with respect to any Eurodollar
Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (BBA
LIBOR), as published by Reuters (or other commercially available source
providing quotations of BBA LIBOR as designated by the Administrative Agent
from time to time) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, for Dollar deposits
(for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period.  If such rate is
not available at such time for any reason, then the Eurodollar Base Rate for
such Interest Period shall be the rate per annum determined by the
Administrative Agent to be the rate at which deposits in Dollars for delivery
on the first day of such Interest Period in same day funds in the approximate
amount of the Eurodollar Loan being made, continued or converted by Bank of
America and with a term equivalent to such Interest Period would be offered by
Bank of Americas London Branch to major banks in the London interbank
eurodollar market at their request at approximately 11:00 a.m. (London
time) two Business Days prior to the commencement of such Interest Period.  Eurodollar
Rate means, for any Interest Period with respect to any Eurodollar Loan, a
rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (a) the
Eurodollar Base Rate for such Eurodollar Loan for such Interest Period by (b) one
minus the Eurodollar Reserve Percentage for such Eurodollar Loan for such
Interest Period.  Eurodollar
Loan means any Loan bearing interest
at a rate determined by reference to the Eurodollar Rate.  Eurodollar
Reserve Percentage means, for any day during any Interest Period, the
reserve percentage (expressed as a decimal, carried out to five decimal places)
in effect on such day, whether or not applicable to any Lender, under
regulations issued from time to time by the Board of Governors of the Federal
Reserve System for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) with respect to
Eurocurrency funding (currently referred to as Eurocurrency liabilities).  The Eurodollar Rate for each outstanding
Eurodollar Loan shall be adjusted automatically as of the effective date of any
change in the Eurodollar Reserve Percentage.  Event
of Default means such term as defined
in Section 9.1.  Exchange
Act means the Securities Exchange Act
of 1934.  Excluded
Transaction Receivables means Transaction Receivables (i) as to which
the related checks are returned for insufficient funds, improper endorsement,
fraud, closed accounts or stop pays and (ii) which are more than sixty
(60) days past due and for which a repayment schedule has not been established
and maintained by the applicable customer and the applicable member of the
Consolidated Group.   9


Excluded Taxes means, with respect to the
Administrative Agent, any Lender, the L/C Issuer or any other recipient of any
payment to be made by or on account of any obligation of the Borrower
hereunder, (a) taxes imposed on or measured by its overall net income
(however denominated), and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) 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 or
any similar tax imposed by any other jurisdiction, (c) any backup
withholding tax that is required by the Internal Revenue Code to be withheld
from amounts payable to a Lender that has failed to comply with clause (A) of
Section 3.1(e)(ii), and (d) in the case of a Foreign Lender
(other than an assignee pursuant to a request by the Borrower under Section 11.18),
any United States withholding tax that (i) is required to be imposed on
amounts payable to such Foreign Lender pursuant to the Laws in force at the
time such Foreign Lender becomes a party hereto (or designates a new Lending
Office) or (ii) is attributable to such Foreign Lenders failure or
inability (other than as a result of a Change in Law) to comply with clause (B) of
Section 3.1(e)(ii), 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 3.1(a)(i)or
(ii).  Existing Letters of Credit means  those Letters of Credit outstanding on the
Closing Date and identified on Schedule 2.3.  Extension
of Credit means each of the following: (a) a Borrowing and (b) an
L/C Extension of Credit.  Family
Members means, with respect to any individual, any grandparent, parent,
lineal descendant (including adoptive relationships), sibling or spouse of such
individual, any grandparent, parent, lineal descendant (including adoptive
relationships), sibling or spouse of any of the foregoing and any entity all of
the economic interests in which is beneficially owned by any of the foregoing,
and any trust created for the benefit of any of the foregoing.  Federal
Funds Rate means, for any day, the rate per annum equal to the weighted
average of the rates on overnight federal funds transactions with members of
the Federal Reserve System arranged by federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if no such rate is so published on such
next succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by
the Administrative Agent.  Foreign Lender means any Lender that is
organized under the Laws of a jurisdiction other than that in which the
Borrower is resident for tax purposes (including such a Lender when acting in
the capacity of the L/C Issuer).  For purposes
of this definition, the United States, each State thereof and the District of
Columbia shall be deemed to constitute a single jurisdiction.  Foreign
Subsidiary means a Subsidiary that is not a Domestic Subsidiary.  Fund means any Person (other than a natural
person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the
ordinary course of its activities.  Funded Debt means, with respect to any Person,
without duplication, all of the followingwhether  10


or
not included as indebtedness or liabilities in accordance with GAAP:(i) all obligations of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, or upon which interest payments are
customarily made, (iii) all purchase money indebtedness of such Person,
including without limitation the principal portion of all obligations of such
Person under Capital Leases, (iv) all obligations of such Person under
conditional sale or other title retention agreements relating to Property
purchased by such Person (other than customary reservations or retentions of
title under agreements with suppliers entered into in the ordinary course of
business), (v) all obligations of such Person issued or assumed as the
deferred purchase price of Property or services purchased by such Person (other
than trade debt incurred in the ordinary course of business and due within six
months of the incurrence thereof) which would appear as liabilities on a
balance sheet of such Person, (vi) all Support Obligations of such Person
with respect to Funded Debt of another Person, (vii) the then maximum
available amount of all standby letters of credit issued for the account of
such Person (other than Letters of Credit issued in support of obligations of
such Person under Treasury Management Agreements up to a maximum available
amount of $2,500,000), (viii) the maximum available amount of all bankers
acceptance,bank guaranties and similar instrumentscreated for the account of such Person, (ix) all
Funded Debt of another Person secured by a Lien on any Property of such Person,
whether or not such Funded Debt has been assumed, provided that for
purposes of this clause (ix) the amount of such Funded Debt shall be
limited to the greater of (A) the amount of such Funded Debt as to which
there is recourse to such Person and (B) the fair market value of the
Property which is subject to the Lien, (x) the Borrowers good faith
estimate of the amount of all deferred purchase price obligations (including,
without limitation, earnout payment obligations) of such Person relating to
Acquisitions permitted by Section 8.4 (which estimate shall not be,
with respect to any deferred purchase price obligation, less than the amount of
such obligation that would appear as liability on a balance sheet of such
Person); (xi) the outstanding principal amount attributed to such Person or
such Persons Property under any Securitization Transaction and (xii) 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
leaseor does not otherwise appear on a balance sheet under GAAP.The
Funded Debt of any Person shall include the Funded Debt of any partnership or
joint venture in which such Person is a general partner or joint venturer, but
only to the extent to which there is recourse to such Person for the payment of
such Funded Debt.  The Funded Debt of any
Person shall not include (i) all obligations of such Person in respect of
Swap Contracts and (ii) all obligations of such Person under Treasury
Management Agreements.  GAAP
means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board, consistently
applied and as in effect from time to time but subject to the terms of Section 1.3  Governmental
Authority means the government of the United States or any other nation,
or of 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 (including
any supra-national bodies such as the European Union or the European Central
Bank).  Guarantors
means the Persons identified as Guarantor on the signature pages hereto
and each other Person which hereafter becomes a Guarantor by execution of a
Joinder Agreement (or guaranty agreement acceptable to the Administrative
Agent), together with their successors and permitted assigns.  Guaranty means the Guaranty made by the
Guarantors in favor of the Administrative Agent and the Lenders pursuant to Article IV.   11


Honor Date has the meaning set forth in Section 2.3(c).  Indebtedness means,
with respect to any Person, all of the followingwhether or not included as
indebtedness or liabilities in accordance with GAAP:(i) all obligations of such Person for borrowed money, (ii) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (iii) all
purchase money indebtedness, (iv) all obligations of such Person under
conditional sale or other title retention agreements relating to Property
purchased by such Person (other than customary reservations or retentions of
title under agreements with suppliers entered into in the ordinary course of
business), (v) all obligations of such Person issued or assumed as the
deferred purchase price of Property or services purchased by such Person (other
than trade debt incurred in the ordinary course of business and due within six
months of the incurrence thereof) which would appear as liabilities on a
balance sheet of such Person, (vi) all obligations of such Person under
take-or-pay or similar arrangements or under commodities agreements, (vii) the
Borrowers good faith estimate of the amount of all deferred purchase price
obligations (including, without limitation, earnout payment obligations) of
such Person relating to Acquisitions permitted by Section 8.4
(which estimate shall not be, with respect to any deferred purchase price
obligation, less than the amount of such obligation that would appear as
liability on a balance sheet of such Person); (viii) 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 obligations secured thereby have been assumed, provided
that for purposes hereof the amount of such Indebtedness shall be limited to
the greater of (A) the amount of such Indebtedness as to which there is
recourse to such Person and (B) the fair market value of the Property
which is subject to the Lien, (ix) all Support Obligations of such Person
with respect to Indebtedness of another Person, (x) all obligations of
such Person in respect of Swap Contracts, (xi) all obligations of such Person
under Treasury Management Agreements, (xii) the maximum amount of all standby
letters of credit issued, bankers acceptances, bank guaranties and similar
instruments created for the account of such Person and, without duplication,
all drafts drawn thereunder (to the extent unreimbursed), (xiii) all preferred
stock 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 occurring
prior to the Maturity Date, (xiv) the outstanding principal amount attributed
to such Person or such Persons Property under any Securitization Transaction
and (xv) 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
leaseor does not otherwise appear on a balance sheet under GAAP.  The
Indebtedness of any Person shall include the Indebtedness of any partnership or
joint venture in which such Person is a general partner or a joint venturer,
but only to the extent to which there is recourse to such Person for payment of
such Indebtedness.  Indemnified Taxes means Taxes other than
Excluded Taxes.  Indemnitees has the meaning set forth in Section 11.5(b).  Information has the meaning specified in Section 11.12.  Interest
Payment Date means:  (a)           as to any Base Rate Loan (other than
any Swingline Loan), the last day of each March, June, September and December and
the Termination Date;  (b)           as to any Swingline Loan, (i) the
13thday of each month
and the Termination Date or (ii)in the event that such
Swingline Loan is advanced under an auto borrow, zero balance or other similar
arrangement between the Borrower and the Swingline Lender and such arrangement  12


provides
for different interest payment dates, then such payment dates provided by such
arrangement; and  (c)           as to any Eurodollar Loan, the last
day of each Interest Period for such Loan and the Maturity Date, and in
addition where the applicable Interest Period is more than three months, then
also on the date three months from the beginning of the Interest Period, and
each three months thereafter.  Interest
Period means the period commencing on the date such Eurodollar Loan is
disbursed or converted to or continued as a Eurodollar Loan and ending on the
date one, two, three or six months thereafter, as selected by the Borrower in
its Loan Notice; provided that:  (i)            any
Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case such Interest Period shall end
on the next preceding Business Day;  (ii)           any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period; and  (iii)          no
Interest Period shall extend beyond the Maturity Date.  Internal Revenue Code means the Internal
Revenue Code of 1986.  Investment, in any
Person, means any loan or advance to such Person, any purchase or other
acquisition of any Capital Stock of such Person, any capital contribution to
such Person or any other investment in such Person, including, without
limitation, any Support Obligation incurred for the benefit of such Person.  Involuntary Divestiture means any loss of,
damage to or destructionof, or any condemnation or other taking for public
useof, any Property of any member of the
Consolidated Group.  IRS means the United States Internal
Revenue Service.  ISP
means, with respect to any Letter of Credit, the International Standby
Practices 1998 published by the Institute of International Banking Law &
Practice, Inc. (or such later version thereof as may be in effect at the
time of issuance).  Joinder Agreement
means a Joinder Agreement substantially in the form of Schedule 7.10(a)hereto
executed and delivered by a Domestic Subsidiary of the Borrower in accordance
with the provisions of Section 7.10(a).  Laws
means, collectively, all international, foreign, federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.   13


L/C
Advance means, with respect to each Lender, such Lenders funding of its
participation in any L/C Borrowing in accordance with its Revolving Commitment
Percentage.  L/C
Borrowing means an extension of credit resulting from a drawing under any
Letter of Credit which has not been reimbursed on the date when made or
refinanced as a Borrowing of Revolving Loans.  L/C
Extension of Credit means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of
the amount thereof.  L/C
Issuer means Bank of America in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.  L/C
Documents means, with respect to any Letter of Credit, the Letter of
Credit Application, and any other document, agreement and instrument entered
into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the
L/C Issuer and relating to such Letter of Credit.  L/C
Obligations means, as at any date of determination, the aggregate amount
available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including, without duplication, all L/C
Borrowings.  For purposes of computing
the amount available to be drawn under any Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance with Section 1.6.  For all
purposes of this Credit Agreement, if on any date of determination a Letter of
Credit has expired by its terms but any amount may still be drawn thereunder by
reason of the operation of Rule 3.14 of the ISP, such Letter of Credit
shall be deemed to be outstanding in the amount so remaining available to be
drawn.  Lenders
means the Persons identified as Lenders on the signature pages hereto,
each other Person that becomes a Lender in accordance with this Credit
Agreement and their successors and assigns and, as the context requires,
includes the Swingline Lender.  Lending
Office means, as to any Lender, the office or offices of such Lender
described as such in such Lenders Administrative Questionnaire, or such other
office or offices as a Lender may from time to time notify the Borrower and the
Administrative Agent.  Letter
of Credit means any letter of credit issued hereunder and shall include
the Existing Letters of Credit.  Letter
of Credit Application means an application and agreement for the issuance
or amendment of a letter of credit in the form from time to time in use by the
L/C Issuer.  Letter
of Credit Fee shall have the meaning
given such termin Section 2.3(i).  Letter
of Credit Sublimit means an amount equal to the lesser of (a) the
Aggregate Revolving Commitments and (b) $25 million.  The Letter of Credit Sublimit is part of, and
not in addition to, the Aggregate Revolving Commitments.  Lien means any mortgage,
pledge, hypothecation, assignment, deposit arrangement, security interest,
encumbrance, lien (statutory or otherwise), preference, priority or charge of
any kind (including any agreement to give any of the foregoing, any conditional
sale or other title retention agreement, and any lease in the nature thereof).   14


Loans
means the Revolving Loans and the Swingline Loans.  Loan
Notice means a notice of (a) a Borrowing of Revolving Loans, (b) a
conversion of Loans from one Type to the other, or (c) a continuation of
Eurodollar Loans, in each case pursuant to Section 2.2(a), which,
if in writing, shall be substantially in the form of Schedule 2.2.  Material Adverse Effect
means a material adverse effect on (i) the condition (financial or
otherwise), operations, business, assets, liabilities or prospects of the
Consolidated Group taken as a whole, (ii) the ability of the Credit
Parties taken as a whole to perform any material obligation under the Credit Documents
to which it is a party or (iii) the rights and remedies of the Lenders
under the Credit Documents.  Material Foreign Subsidiary means any Foreign Subsidiary that has (a) operating
income that exceeds five percent (5%) of total operating income of the
Consolidated Group on a consolidated basis for the immediately preceding fiscal
quarter or (b) assets with a book value that exceeds five percent (5%) of
the book value of the total assets of the Consolidated Group on a consolidated
basis at any time.  Materials of Environmental
Concern means any gasoline or petroleum (including crude oil or any
fraction thereof) or petroleum products or any hazardous or toxic substances,
materials or wastes, defined or regulated as such in or under any Environmental
Laws, including, without limitation, asbestos, polychlorinated biphenyls and
urea-formaldehyde insulation.  Maturity Date means March 24, 2013.  MoneyGram
means MoneyGram Payment Systems, Inc. and its successors and assigns.  MoneyGram
Funds means all proceeds of all MoneyGram Transactions, including, but not
limited to, consumer fees, face amounts of money orders, money transfer checks,
principal amounts of bill payments, money transfers and reloads to existing
MoneyGram pre-paid cards, in each case collected by the Borrower or any
Subsidiary as agent for MoneyGram.  MoneyGram
Transactions means the sale by the Borrower or any Subsidiary, as agent
for MoneyGram, of Services.  Moodys
means Moodys Investors Service, Inc. and any successor thereto.  Multiemployer
Plan means any employee benefit plan of the type described in Section 4001(a)(3) of
ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to
make contributions, or during the preceding five plan years, has made or been
obligated to make contributions.  Obligations
means all advances to, and debts, liabilities, obligations, covenants and
duties of, any Credit Party arising under any Credit Document or otherwise with
respect to any Loan or Letter of Credit, whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due,
now existing or hereafter arising and including interest and fees that accrue
after the commencement by or against any Credit Party or any Affiliate thereof
of any proceeding under any Debtor Relief Laws naming such Person as the debtor
in such proceeding, regardless of whether such interest and fees are allowed
claims in such proceeding. The foregoing shall also include (a) all
obligations under any Swap Contract between the Borrower or any Subsidiary and
any Lender or Affiliate of a Lender that is permitted to be incurred pursuant
to Section 8.1 and (b) all obligations under any Treasury
Management Agreement between the Borrower or any Subsidiary and any Lender or
Affiliate of a Lender.   15


Operating Lease
means, as applied to any Person, any lease (including, without limitation,
leases which may be terminated by the lessee at any time) of any Property which
is not a Capital Lease other than any such lease in which that Person is the
lessor.  Organization
Documents means (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable constitutive
documents with respect to any non-U.S. jurisdiction); (b) with respect to
any limited liability company, the certificate or articles of formation or
organization and operating agreement; and (c) with respect to any
partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.  Other
Taxes means 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 under any other Credit Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Credit Agreement
or any other Credit Document.  Participant has the meaning set forth in Section 11.3(d).  PBGC means the Pension Benefit Guaranty
Corporation or any successor thereto.  Pension
Plan means any employee pension benefit plan (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made
contributions at any time during the immediately preceding five plan years.  Permitted Investments
means Investments which are (a) cash and Cash Equivalents; (b) accounts
receivable created, acquired or made in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms including,
without limitation, accounts receivable acquired by Persons to whom a member of
the Consolidated Group provides marketing and/or administrative services; (c) Transaction
Receivables; (d) Investments received in settlement of accounts receivable
(created in the ordinary course of business) from obligors; (e) Support
Obligations permitted by Section 8.1; (f) Acquisitions
permitted by Section 8.4; (g) advances or loans to employees,
directors or officers not to exceed $500,000 in the aggregate at any time
outstanding; (h) Investments by the Borrower or any Domestic Subsidiary
(other than any Special Purpose Subsidiary), provided that in the case
of a loan or advance from a Foreign Subsidiary such loan or advance shall be
subordinated  to the Obligations in a
manner and to an extent reasonably acceptable to the Administrative Agent; (i) Investments
in the Borrower in Special Purpose Subsidiaries, provided that the
aggregate principal amount of all such Investments made after the Closing Date
shall not exceed $100,000 in any fiscal year of the Borrower; (j) Investments
by any Foreign Subsidiary in any other Foreign Subsidiary; (k) Investments
by the Borrower or any Domestic Subsidiary in Specified Foreign Subsidiaries provided
that the aggregate principal amount of all such Investments made after the
Closing Date shall not exceed $50 million at any time outstanding; and (l) other
loans, advances and investments of a nature not contemplated in the foregoing
subsections in an amount not to exceed $1,000,000 in the aggregate at any time
outstanding.   16


Permitted Liens
means:  (a)           Liens
arising under the Credit Documents;  (b)           Liens
(other than Liens created or imposed under ERISA) for taxes, assessments or
governmental charges or levies not yet due or Liens for taxes being contested
in good faith by appropriate proceedings for which adequate reserves determined
in accordance with GAAP have been established (and as to which the Property
subject to any such Lien is not yet subject to foreclosure, sale or loss on
account thereof);  (c)           statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen
and suppliers and other Liens imposed by law or pursuant to customary
reservations or retentions of title arising in the ordinary course of business,
provided that such Liens secure only amounts not yet due and payable or,
if due and payable, are unfiled and no other action has been taken to enforce
the same or are being contested in good faith by appropriate proceedings for
which adequate reserves determined in accordance with GAAP have been established
(and as to which the Property subject to any such Lien is not yet subject to
foreclosure, sale or loss on account thereof);  (d)           consensual
Liens of landlords in furniture, fixtures, equipment and leasehold improvements
of a member of the Consolidated Group to secure leasehold obligations of such
member of the Consolidated Group;  (e)           Liens
(other than Liens created or imposed under ERISA) incurred or deposits made by
the members of the Consolidated Group in the ordinary course of business in
connection with workers compensation, unemployment insurance and other types
of social security, or to secure the performance of tenders, statutory
obligations, bids, leases, government contracts, performance and
return-of-money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money);  (f)            Liens
in connection with attachments or judgments (including judgment or appeal
bonds), provided that, to the extent that such attachments and judgments
exceed $250,000 in the aggregate, such judgments secured shall, within 30 days
after the entry thereof, have been discharged or execution thereof stayed
pending appeal, or shall have been discharged within 30 days after the
expiration of any such stay;  (g)           easements,
rights-of-way, restrictions (including zoning restrictions), minor defects or
irregularities in title and other similar charges or encumbrances not, in any
material respect, impairing the use of the encumbered Property for its intended
purposes;  (h)           Liens
securing mortgage Indebtedness permitted under Section 8.1(i), provided
that such Liens attach only to the Specified Real Property;  (i)            Liens
securing purchase money and sale/leaseback Indebtedness (including Capital
Leases and purchase money and sale/leaseback Indebtedness assumedin an
Acquisition permitted by Section 8.4)
permitted under Section 8.1; provided that such Liens attach
only to the Property financed or leased and such Liens attach thereto
concurrently with or within 90 days after the acquisition or construction
thereof in connection with the purchase money transactions and within 30 days
after the closing of any sale/leaseback transaction;  (j)            leases
or subleases granted to others not interfering in any material respect with the
business of any member of the Consolidated Group;   17


(k)           any
interest of title of a lessor under, and Liens arising from UCC financing
statements (or equivalent filings, registrations or agreements in foreign
jurisdictions) relating to, leases permitted by this Credit Agreement;  (l)            Liens
in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods;  (m)          Liens
created or deemed to exist in connection with a Securitization Transaction
(including any related filings of any financing statements), but only to the
extent that any such Lien relates to the Securitization Receivables actually
sold, contributed, financed or otherwise conveyed pursuant to such transaction;  (n)           Liens
deemed to exist in connection with Investments in repurchase agreements
permitted under Section 8.5;  (o)           normal
and customary rights of setoff upon deposits of cash in favor of banks or other
depository institutions;  (p)Liens in favor
of National Integrity Life Insurance Company with respect to all rights, title,
and interests of the Borrower in, under and to (1) that certain Lease
Agreement by and between Borrower and Church and Commerce, LLC, a South
Carolina limited liability company dated September 1, 2000, as amended by
Lease Commencement Agreement dated February 22, 2002, (2) that
certain Dunbar Street Garage Parking Agreement by and between the Borrower and
City of Spartanburg dated March 27, 2002, and (3) all other parking
agreements and parking rights of the Borrower in the City of Spartanburg Garage
located at 150 Dunbar Street now or hereafter existing;  (q)           Liens in favor of MoneyGram in the
MoneyGram Funds;  (r)            Liens on Property of Specified
Foreign Subsidiaries securing Indebtedness permitted under Section 8.1(k);
and  (s)           deposits to secure the performance of
obligations under agreements providing for indemnification, adjustment of
purchase price, earnest money or similar obligations in connection with any
Investment, Acquisition or Divestiture.  Permitted Shareholders meansGeorge D.
Johnson, Jr., William M. Webster IV, Stewart H. Johnson, Dean L. Buntrock
and entities controlled by any or all of them or any of their Family Members.  Permitted Stock Repurchase means the repurchase
on and after the Closing Date of Capital Stock of the Borrower in an aggregate
amount of up to$54,772,434.16.  Person
means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity.  Plan
means any employee benefit plan (as such term is defined in Section 3(3) of
ERISA) established by the Borrower or, with respect to any such plan that is
subject to Section 412 of the Internal Revenue Code or Title IV of ERISA,
any ERISA Affiliate.  Platform
has the meaning specified in Section 7.2.  18


Pledge
Agreement means the Amended and Restated Pledge Agreement dated as of the Closing Date given by the Borrower to
the Administrative Agent.  Pro Forma Basismeans, for purposes of
calculating the financial covenants in Section 7.9, that any
transaction shall be deemed to have occurred as of the first day of the four
fiscal quarter period ending as of the most recent fiscal quarter end for which
the Administrative Agent has received the Compliance Certificate required by Section 7.2(b).  In connection with the foregoing, (a) with
respect to any Divestiture or Involuntary Divestiture, (i) income
statement and cash flow statement items (whether positive or negative)
attributable to the Property disposed of shall be excluded to the extent
relating to the applicable period and (ii) Indebtedness which is retired
shall be excluded and deemed to have been retired as of the first day of the
applicable period and (b) with respect to any Acquisition, (i) income
statement items attributable to the Person or Property acquired shall be
included to the extent relating to any period applicable in such calculations
to the extent (A) such items are not otherwise included in such income
statement items for the Borrower and its Subsidiaries and (B) such items
are supported by financial statements or other information reasonably
satisfactory to the Administrative Agent and (ii) any Indebtedness
incurred or assumed by the Borrower or any Subsidiary (including the Person or
Property acquired) in connection with such transaction and any Indebtedness of
the Person or Property acquired which is not retired in connection with such
transaction shall be deemed to have been incurred as of the first day of the
applicable period.  Property means any interest in any kind of
property or asset, whether real, personal or mixed, or tangible or intangible.  Public Lender has the meaning specified in Section 7.2.  Quoted
Rate means, with respect to any Quoted Rate Swingline Loan, the fixed or
floating percentage rate per annum, if any, offered by the Swingline Lender and
accepted by the Borrower.  Quoted
Rate Swingline Loan means a Swingline Loan bearing interest at the Quoted
Rate.  Register shall have the meaning given such term
inSection 11.3(c).  Regulation D, T or U
means Regulation D, T or U, respectively, of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof.  Related Parties means, with respect to any
Person, such Persons Affiliates and the partners, directors, officers,
employees, agents, trustees and advisors of such Person and of such Persons
Affiliates.  Release means any spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping or disposing into the environment (including the abandonment or
discarding of barrels, containers and other closed receptacles containing any
Materials of Environmental Concern).  Reportable
Event means any of the events set forth in Section 4043(c) of
ERISA, other than those events as to which the thirty-day notice period has
been waived.  Request
for Extension of Credit means (a) with respect to a Borrowing,
conversion or continuation of Loans, a Loan Notice, (b) with respect to an
L/C Extension of Credit, a Letter of Credit Application, and (c) with
respect to a Swingline Loan, a Swingline Loan Notice.  Required
Lenders means, at any time, Lenders holding in the aggregate more than
fifty percent  19


(50%)
of (a) the unfunded Commitments and the outstanding Loans, L/C Obligations
and participations therein or (b) if the Commitments have been terminated,
the outstanding Loans, L/C Obligations and participations therein.  The unfunded Commitments of, and the
outstanding Loans held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Lenders.  Requirement of Law means any Law or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or to which any of its
material Property is subject.  Responsible
Officer means any of the Chief Executive Officer, the Chief Financial
Officer, the Controller, the Chief Operating Officer, the Chief Accounting
Officer or the Treasurer of the Borrower and any other officer of the Borrower
so designated by any of the foregoing officers in a notice to the
Administrative Agent.  Any document
delivered hereunder that is signed by a Responsible Officer shall be
conclusively presumed to have been authorized by all necessary corporate action
on the part of the Borrower and such Responsible Officer shall be conclusively
presumed to have acted on behalf of the Borrower.  Restricted
Payment means (i) any dividend or
other distribution, direct or indirect, on account of any shares of any class of
Capital Stock now or hereafter outstanding, except (A) a dividend payable
solely in shares of that class to the holders of that class, and (B) dividends
and other distributions payable to members of the Consolidated Group, (ii) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of
Capital Stock now or hereafter outstanding, and (iii) any payment made to
retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any class of stock now or hereafter
outstanding.  Revolving
Commitment means, with respect to each Lender, its obligation to (a) make
Revolving Loans to the Borrower pursuant to Section 2.1, (b) purchase
participations in L/C Obligations, and (c) purchase participations in
Swingline Loans, in an aggregate principal amount at any one time outstanding
not to exceed the amount set forth opposite such Lenders name on Schedule
2.1 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto or in any documentation executed by such Lender pursuant
to Section 2.1(b), as applicable as such amount may be adjusted
from time to time in accordance with this Credit Agreement.  Revolving
Commitment Percentage means with respect to any Lender at any time, the
percentage (carried out to the ninth decimal place) of the Aggregate Revolving
Commitments represented by such Lenders Revolving Commitment at such time;
provided that if the commitment of each Lender to make Revolving Loans and the
obligation of the L/C Issuer to make L/C Extension of Credits have been
terminated pursuant to Section 9.2 or if the Aggregate Revolving
Commitments have expired, then the Revolving Commitment Percentage of each
Lender shall be determined based on the Revolving Commitment Percentage of such
Lender most recently in effect, giving effect to any subsequent
assignments.  The initial Revolving
Commitment Percentage of each Lender is set forth opposite the name of such
Lender on Schedule 2.1 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.  Revolving
Loan shall have the meaning assigned
to such termin Section 2.1(a).  Revolving
Note has the meaning specified in Section 2.11(a).  Revolving Obligations means the aggregate
outstanding principal amount of all Revolving Loans, Swingline Loans and L/C
Obligations.   20


S&P
means Standard & Poors Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.  SEC
means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.  Securitization
Receivables means any accounts receivable, notes receivable, rights to
future lease payments or residuals or other similar rights to payment of such
member of the Consolidated Group, any assets related thereto or otherwise
customarily sold or pledged in securitization transactions and all proceeds of
the foregoing.  Securitization
Transaction means any financing transaction (or series of financing
transactions) entered into by a member of the Consolidated Group pursuant to
which such member of the Consolidated Group may sell, convey or otherwise
transfer, or grant a security interest in, any Securitization Receivables to a
Subsidiary, Affiliate or any other Person.  Security
Agreement means the Amended and Restated Security Agreement dated as of
the Closing Date given by the Credit Parties to the Administrative Agent.  Services
means and shall be limited to providing MoneyGram money orders, MoneyGram cash
transfers (send and receive), reloads to existing MoneyGram pre-paid cards and
MoneyGrams express payment and utility bill payment services.  Solvent means, with respect to any Person as of
a particular date, that on such date (a) such Person is able to pay its
debts and other liabilities, contingent obligations and other commitments as
they mature in the ordinary course of business, (b) such Person does not
intend to, and does not believe that it will, incur debts or liabilities beyond
such Persons ability to pay as such debts and liabilities mature in their
ordinary course, (c) such Person is not engaged in a business or a transaction,
and is not about to engage in a business or a transaction, for which such
Persons Property would constitute unreasonably small capital after giving due
consideration to the prevailing practice in the industry in which such Person
is engaged or is to engage, (d) the fair value of the Property of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person and (e) the present
fair salable value of the assets of such Person is not less than the amount
that will be required to pay the probable liability of such Person on its debts
as they become absolute and matured.  In
computing the amount of contingent liabilities at any time, it is intended that
such liabilities will be computed at the amount which, in light of all the
facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.  Special Purpose Subsidiary means any Subsidiary
which is acquired and/or formed solely for the purpose of holding the Specified
Real Property, provided that if at any time any such Subsidiary engages
in any business activity other than holding the Specified Real Property and
activities incidental thereto, or owns any property other than the Specified
Real Property and property related thereto, such Subsidiary shall no longer be
deemed a Special Purpose Subsidiary.  Specified Aircraft means the 1994 Lear 31-A
(Serial No. 099) Aircraft.  Specified Foreign Subsidiaries means Foreign
Subsidiaries organized under the Laws of the United Kingdom and Canada.  Specified Real Property means the real property
located at 135 N. Church Street, Spartanburg, South Carolina 29306.   21


Stock
Option Plan means any stock incentive plan, stock option plan or other
equity-based compensation plan or arrangement of the Borrower.  Subordinated Debt means Indebtedness of the
Borrower or any Domestic Subsidiary which by its terms is subordinated to the
Obligations in a manner and to an extent acceptable to the Administrative
Agent.  Subsidiary
of a Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of Voting
Stock is at the time beneficially owned, or the management of which is
otherwise controlled, directly, or indirectly through one or more
intermediaries, or both, by such Person. 
Unless otherwise specified, all references herein to a Subsidiary or
to Subsidiaries shall refer to a Subsidiary or Subsidiaries of the Borrower.  Support Obligationsmeans, with respect to any
Person, without duplication, any obligations of such Person (other than
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection) guaranteeing or intended to guarantee any Indebtedness
of any other Person in any manner, whether direct or indirect, and including
without limitation any obligation, whether or not contingent, (i) to
purchase any such Indebtedness or any Property constituting security therefor, (ii) to
advance or provide funds or other support for the payment or purchase of any
such Indebtedness or to maintain working capital, solvency or other balance
sheet condition of such other Person (including without limitation keep well
agreements, maintenance agreements, comfort letters or similar agreements or
arrangements) for the benefit of any holder of Indebtedness of such other
Person, (iii) to lease or purchase Property, securities or services
primarily for the purpose of assuring the holder of such Indebtedness, or (iv) to
otherwise assure or hold harmless the holder of such Indebtedness against loss
in respect thereof, but specifically excluding (i) guaranties or other
assurances with respect to performance obligations under bids or contracts made
or entered into in the ordinary course of business and (ii) if the
Borrower or any of its Subsidiaries provide services to any customers of
the members of the Consolidated Group by either (i) acting as an
agent or loan broker (or other similar capacity) of a hedge
fund, bank or other commercial institution in connection with cash
advances to such customers or (ii) acting as an agent or loan
broker (or other similar capacity) of such customer in connection with
cash advances to such customer from a  hedge fund, bank or other
commercial institution, indebtedness of any Credit Party to such hedge
fund, bank or other commercial institution providing such cash advances to
such customers to the extent of such advances (plus any associated fees,
interest, and expenses), including, without limitation, indebtedness under a
guarantee, letter of credit or other Support Obligation providing
such hedge fund, bank or other commercial institution credit support
for the repayment of such advances.  The
amount of any Support Obligation hereunder shall (subject to any limitations
set forth therein) be deemed to be an amount equal to the outstanding principal
amount (or maximum principal amount, if larger) of the Indebtedness in respect
of which such Support Obligation is made.  Swap
Contract means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all
transactions of any kind, and the related confirmations, which are subject to
the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules and
confirmations, a Master   22


Agreement), including
any such obligations or liabilities under any Master Agreement.  Swap
Termination Value means, in respect of any one or more Swap Contracts,
after taking into account the effect of any legally enforceable netting
agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s) determined
in accordance therewith, such termination value(s) and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined
as the mark-to-market value(s) for such Swap Contracts, as determined
based upon one or more mid-market or other readily available quotations provided
by any recognized dealer in such Swap Contracts (which may include a Lender or
any Affiliate of a Lender).  Swingline
Lender means Bank of America in its capacity as provider of Swingline
Loans, or any successor swing line lender hereunder.  Swingline Loan has the meaning specified in
Section 2.4(a).  Swingline
Loan Notice means a notice of a Borrowing of Swingline Loans pursuant to Section 2.4(b),
which, if in writing, shall be substantially in the form of Schedule 2.4.  Swingline
Sublimit means an amount equal to the lesser of (a) $20 million and (b) the
Aggregate Revolving Commitments.  The
Swingline Sublimit is part of, and not in addition to, the Aggregate Revolving
Commitments.  Taxes
means all present or future taxes, levies, imposts, duties, deductions,
withholdings (including backup withholding), assessments, fees or other charges
imposed by any Governmental Authority, including any interest, additions to tax
or penalties applicable thereto.  Transaction
Receivables means all cash advances and other loans to customers
originated by, or guaranteed in full by, any member of the Consolidated Group
in the ordinary course of business and the fees related thereto.  Treasury
Management Agreement means any agreement governing the provision of treasury
or cash management services, including, without limitation, deposit accounts,
overnight draft, credit or debit cards, funds transfer, automated
clearinghouse, zero balance accounts, returned check concentration, controlled
disbursement, lockbox, account reconciliation and reporting and trade finance
services and other cash management services.  Type
means, with respect to any Loan, its character as a Base Rate Loan or a
Eurodollar Loan.  Unfunded
Pension Liability means the excess of a Pension Plans benefit liabilities
under Section 4001(a)(16) of ERISA, over the current value of that Pension
Plans assets, determined in accordance with the assumptions used for funding
that Pension Plan pursuant to Section 412 of the Internal Revenue Code for
the applicable plan year.  United States and U.S. mean the
United States of America.  Unreimbursed Amount has the meaning
specified in Section 2.3(c)(i).  Voting Stock means, with respect to any Person,
Capital Stock issued by such Person the holders of which are ordinarily, in the
absence of contingencies, entitled to vote for the election of directors (or
persons performing similar functions) of such Person, even though the right so
to vote has been suspended by   23


the happening of such a contingency.  Wholly Owned Subsidiary of any Person means any
Subsidiary 100% of whose Voting Stock is at the time owned by such Person
directly or indirectly through other Wholly Owned Subsidiaries.  1.2Other Interpretive
Provisions.  With
reference to this Credit Agreement and each other Credit Document, unless
otherwise specified herein or in such other Credit Document:  (a)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, (i) any
definition of or reference to any agreement, instrument or other document
(including any Organization Document) 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 or in any other Credit
Document), (ii) any reference herein to any Person shall be construed to
include such Persons successors and assigns, (iii) the words herein,
hereof and hereunder, and words of similar import when used
in any Credit Document, shall be construed to refer to such Credit Document in
its entirety and not to any particular provision thereof, (iv) all
references in a Credit Document to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and Schedules
to, the Credit Document in which such references appear, (v) any reference
to any law shall include all statutory and regulatory provisions consolidating,
amending, replacing or interpreting such law and any reference to any law or
regulation shall, unless otherwise specified, refer to such law or regulation
as amended, modified or supplemented from time to time, and (vi) 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.  (b)In the
computation of periods of time from a specified date to a later specified date,
the word from means from and including; the words to
and until each mean to but excluding; and the word through
means to and including.  (c)Section headings
herein and in the other Credit Documents are included for convenience of
reference only and shall not affect the interpretation of this Credit Agreement
or any other Credit Document.  1.3Accounting
Terms.  (a)Generally.  Except as otherwise specifically prescribed
herein, all accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted
pursuant to this Credit Agreement shall be prepared in conformity with, GAAP.  (b)Changes in GAAP.  If at any time any change in GAAP would
affect the computation of any financial ratio or requirement set forth in any
Credit Document, and either the Borrower or the Required Lenders shall so
request, the Administrative Agent, the Lenders and the Borrower shall   24


negotiate
in good faith to amend such ratio or requirement to preserve the original
intent thereof in light of such change in GAAP (subject to the approval of the
Required Lenders); provided  that until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP
prior to such change therein and (ii) the Borrower shall provide to the
Administrative Agent and the Lenders financial statements and other documents
required under this Credit Agreement or as reasonably requested hereunder setting
forth a reconciliation between calculations of such ratio or requirement made
before and after giving effect to such change in GAAP.  (c)Calculations.  Notwithstanding the above, the parties hereto
acknowledge and agree that all calculations of the financial covenants in Section 7.9
(including for purposes of determining the Applicable Rate) shall be made on a
Pro Forma Basis with respect to any Acquisition, Divestiture or Involuntary
Divestiture occurring during the applicable period.  1.4Rounding.  Any
financial ratios required to be maintained by the Borrower pursuant to this
Credit Agreement shall be calculated by dividing the appropriate component by
the other component, carrying the result to one place more than the number of
places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest number).  1.5Times of
Day.  Unless
otherwise specified, all references herein to times of day shall be references
to Eastern time (daylight or standard, as applicable).  1.6Letter of
Credit Amounts.  Unless
otherwise specified herein, the amount of a Letter of Credit at any time shall
be deemed to be the stated amount of such Letter of Credit in effect at such
time; provided, however, that (a) with respect to any Letter
of Credit that, by its terms or the terms of any L/C Document related thereto,
provides for one or more automatic increases in the stated amount thereof, the
amount of such Letter of Credit shall be deemed to be the maximum stated amount
of such Letter of Credit after giving effect to all such increases, whether or
not such maximum stated amount is in effect at such time and (b) if the
stated amount of any Letter of Credit has been permanently reduced, then for
purposes of this Section 1.6 the stated amount of such Letter of
Credit shall be reduced by the amount of such permanent reduction.  ARTICLE II  THE
COMMITMENTS AND EXTENSION OF CREDITS  2.1Revolving
Loans.  (a)Revolving Loans.  Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a Revolving
Loan) to the Borrower in Dollars from time to time on any Business Day
during the Commitment Period in an aggregate amount not to exceed at any time
outstanding the amount of such Lenders Revolving Commitment; provided, however,
that after giving effect to any Borrowing of Revolving Loans, (i) the
aggregate principal amount of the Revolving Obligations shall not exceed the
Aggregate Revolving Commitments, and (ii) the aggregate outstanding
principal amount of the Revolving Loans of any Lender, plus such Lenders
Revolving Commitment Percentage of the outstanding principal amount of all L/C
Obligations, plus such Lenders Revolving Commitment Percentage of the
outstanding principal amount of all Swingline Loans shall not exceed   25


such
Lenders Revolving Commitment.  Within
the limits of each Lenders Revolving Commitment, and subject to the other
terms and conditions hereof, the Borrower may borrow under this Section 2.1,
prepay under Section 2.5, and reborrow under this Section 2.1.  Revolving Loans may be Base Rate Loans or
Eurodollar Loans, as further provided herein.  (b)Increases of
the Aggregate Revolving Commitments.  The Borrower shall have the right, upon at
least five (5) Business Days prior written notice to the Administrative
Agent, to increase the Aggregate Revolving Commitments by up to $95 million in
the aggregate in one or more increases at any time prior to the date that is
six (6) months prior to the Maturity Date, subject, however,
in any such case, to satisfaction of the following conditions precedent:  (A)no Default or
Event of Default shall have occurred and be continuing on the date on which
such increase is to become effective;  (B)such increase
shall be in a minimum amount of $5,000,000 and in integral multiples of
$5,000,000 in excess thereof;  (C)such requested
increase shall only be effective upon receipt by the Administrative Agent of (x) additional
Revolving Commitments in a corresponding amount of such requested increase from
either existing Lenders and/or one or more banks and other financial
institutions that qualify as Eligible Assignees (it being understood and agreed
that no existing Lender shall be required to provide an additional Revolving
Commitment) and (y) documentation from each bank and financial institution
providing an additional Revolving Commitment evidencing its additional
Revolving Commitment and its obligations under this Credit Agreement in form
and substance reasonably acceptable to the Administrative Agent;  (D)the
Administrative Agent shall have received all documents (including resolutions
of the board of directors of each Credit Party) it may reasonably request
relating to the corporate or other necessary authority for such increase and
the validity of such increase in the Aggregate Revolving Commitments, and any
other matters relevant thereto, all in form and substance reasonably
satisfactory to the Administrative Agent; and  (E)if any
Revolving Loans are outstanding at the time of the increase in the Aggregate
Revolving Commitments, the Borrower shall, if applicable, prepay one or more
existing Revolving Loans (such prepayment to be subject to Section 3.5)
in an amount necessary such that after giving effect to the increase in the
Aggregate Revolving Commitments, each Lender will hold its pro rata share
(based on its Revolving Commitment Percentage of the increased Aggregate
Revolving Commitments) of outstanding Revolving Loans.  2.2Borrowings,
Conversions and Continuations of Loans.  (a)Each Borrowing,
each conversion of Loans from one Type to the other, and each continuation of
Eurodollar Loans shall be made upon the Borrowers irrevocable notice to the Administrative
Agent, which may be given by telephone. 
Each such notice must be received by the Administrative Agent not later
than 11:00 a.m. (i) three Business Days prior to the requested date
of any Borrowing of, conversion to or continuation of, Eurodollar Loans or of
any conversion of Eurodollar Loans to Base Rate Loans, and (ii) on the
requested date of any Borrowing of Base Rate Loans.  Each telephonic notice by the Borrower
pursuant to this Section 2.2(a)must be confirmed promptly by
delivery to the Administrative Agent of a written Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower.  Each Borrowing of, conversion to or
continuation of Eurodollar Loans shall be in a principal amount of $2,500,000
or a whole multiple of $500,000 in excess thereof.   26


Except
as provided in Sections 2.3(c)and 2.4(c), each Borrowing of
or conversion to Base Rate Loans shall be in a principal amount of $1,000,000
or a whole multiple of $100,000 in excess thereof.  Each Loan Notice (whether telephonic or
written) shall specify (i) whether the Borrower is requesting a Borrowing,
a conversion of Loans from one Type to the other, or a continuation of
Eurodollar Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Loans to be borrowed, converted or continued, (iv) the
Type of Loans to be borrowed or to which existing Loans are to be converted,
and (v) if applicable, the duration of the Interest Period with respect
thereto.  If the Borrower fails to
specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a
timely notice requesting a conversion or continuation, then the applicable
Loans shall be made as, or converted to, Base Rate Loans. Any such automatic
conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Eurodollar Loans.  If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Loans in any Loan Notice, but
fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month.  Notwithstanding
anything to the contrary herein, a Swingline Loan may not be converted to a
Eurodollar Loan.  (b)Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its Revolving Commitment Percentage of the applicable
Loans, and if no timely notice of a conversion or continuation is provided by
the Borrower, the Administrative Agent shall notify each Lender of the details
of any automatic conversion to Base Rate Loans as described in the preceding
subsection.  In the case of a Borrowing,
each Lender shall make the amount of its Loan available to the Administrative
Agent in immediately available funds at the Administrative Agents Office not
later than 1:00 p.m. on the Business Day specified in the applicable Loan
Notice.  Upon satisfaction of the
applicable conditions set forth in Section 5.2 (and, if such
Borrowing is the initial Extension of Credit, Section 5.1), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of Bank of America with the amount of
such funds or (ii) wire transfer of such funds, in each case in accordance
with instructions provided to (and reasonably acceptable to) the Administrative
Agent by the Borrower; provided, however, that if, on the date of
a Borrowing of Revolving Loans, there are L/C Borrowings outstanding, then the
proceeds of such Borrowing, first, shall be applied to the payment in full of
any such L/C Borrowings and second, shall be made available to the
Borrower as provided above.  (c)The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurodollar Loans upon
determination of such interest rate.  At
any time that Base Rate Loans are outstanding, the Administrative Agent shall
notify the Borrower and the Lenders of any change in Bank of Americas prime
rate used in determining the Base Rate promptly following the public announcement
of such change.  (d)After giving
effect to all Borrowings, all conversions of Loans from one Type to the other,
and all continuations of Loans as the same Type, there shall not be more than
ten (10) Interest Periods in effect.  2.3Letters
of Credit.  (a)The Letter of
Credit Commitment.  (i)Subject to the
terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the Lenders set forth in this Section 2.3,
(1) from time to time on any Business Day during the Commitment Period, to
issue Letters of Credit in Dollars for the account of the Borrower or any
Subsidiary, and to amend or extend Letters of Credit previously issued by it,
in accordance with subsection (b) below, and (2) to honor drawings
under the Letters   27


of
Credit; and (B) the Lenders severally agree to participate in Letters of
Credit issued for the account of the Borrower or its Subsidiaries and any
drawings thereunder; provided that after giving effect to any L/C
Extension of Credit with respect to any Letter of Credit, (x) the
aggregate principal amount of the Revolving Obligations shall not exceed the
Aggregate Revolving Commitments, (y) the aggregate outstanding principal
amount of the Revolving Loans of any Lender, plus such Lenders
Revolving Commitment Percentage of the outstanding principal amount of all L/C
Obligations, plus such Lenders Revolving Commitment Percentage of the
outstanding principal amount of all Swingline Loans shall not exceed such
Lenders Revolving Commitment and (z) the outstanding principal amount of
the L/C Obligations shall not exceed the Letter of Credit Sublimit.  Each request by the Borrower for the issuance
or amendment of a Letter of Credit shall be deemed to be a representation by
the Borrower that the L/C Extension of Credit so requested complies with the
conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to
the terms and conditions hereof, the Borrowers ability to obtain Letters of
Credit shall be fully revolving, and accordingly the Borrower may, during the
foregoing period, obtain Letters of Credit to replace Letters of Credit that
have expired or that have been drawn upon and reimbursed.  All Existing Letters of Credit shall be
deemed to have been issued pursuant hereto, and from and after the Closing Date
shall be subject to and governed by the terms and conditions hereof.  (ii)The L/C Issuer
shall not issue any Letter of Credit if:  (A)subject to Section 2.3(b)(iii),
the expiry date of such requested Letter of Credit would occur more than twelve
months after the date of issuance or last extension, unless the Required
Lenders have approved such expiry date; or  (B)the expiry date
of such requested Letter of Credit would occur after the Maturity Date, unless
all the Lenders have approved such expiry date.  (iii)The L/C Issuer
shall not be under any obligation to issue any Letter of Credit if:  (A)any order,
judgment or decree of any Governmental Authority or arbitrator shall by its
terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of
Credit, or any Law applicable to the L/C Issuer or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which the
L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing
Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or
expense which was not applicable on the Closing Date and which the L/C Issuer
in good faith deems material to it;  (B)the issuance of
such Letter of Credit would violate one or more policies of the L/C Issuer;  (C)such Letter of
Credit is to be denominated in a currency other than Dollars; or  (D)a default of
any Lenders obligations to fund under Section 2.3(c)exists
or any Lender is at such time a Defaulting Lender hereunder, unless the L/C
Issuer has entered into satisfactory arrangements with the Borrower or such
Lender to eliminate the   28


L/C
Issuers risk with respect to such Lender.  (iv)The L/C Issuer
shall not amend any Letter of Credit if the L/C Issuer would not be permitted
at such time to issue such Letter of Credit in its amended form under the terms
hereof.  (v)The L/C Issuer
shall be under no obligation to amend any Letter of Credit if (A) the L/C
Issuer would have no obligation at such time to issue such Letter of Credit in
its amended form under the terms hereof, or (B) the beneficiary of such
Letter of Credit does not accept the proposed amendment to such Letter of
Credit.  (vi)The L/C Issuer
shall act on behalf of the Lenders with respect to any Letters of Credit issued
by it and the documents associated therewith, and the L/C Issuer shall have all
of the benefits and immunities (A) provided to the Administrative Agent in
Article X with respect to any acts taken or omissions suffered by
the L/C Issuer in connection with Letters of Credit issued by it or proposed to
be issued by it and L/C Documents pertaining to such Letters of Credit as fully
as if the term Administrative Agent as used in Article X included
the L/C Issuer with respect to such acts or omissions, and (B) as
additionally provided herein with respect to the L/C Issuer.  (b)Procedures for
Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.  (i)Each Letter of
Credit shall be issued or amended, as the case may be, upon the request of the
Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent)
in the form of a Letter of Credit Application, appropriately completed and
signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application must be
received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m.
at least five (5) Business Days (or such later date and time as the
Administrative Agent and the L/C Issuer may agree in a particular instance in
their sole discretion) prior to the proposed issuance date or date of
amendment, as the case may be.  In the
case of a request for an initial issuance of a Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the L/C
Issuer: (A) the proposed issuance date of the requested Letter of Credit
(which shall be a Business Day); (B) the amount thereof; (C) the
expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the
documents to be presented by such beneficiary in case of any drawing
thereunder; (F) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; (G) the purpose and nature
of the requested Letter of Credit; and (H) such other matters as the L/C
Issuer may require.  In the case of a
request for an amendment of any outstanding Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the L/C
Issuer (A) the Letter of Credit to be amended; (B) the proposed date
of amendment thereof (which shall be a Business Day); (C) the nature of
the proposed amendment; and (D) such other matters as the L/C Issuer may
require.  Additionally, the Borrower
shall furnish to the L/C Issuer and the Administrative Agent such other
documents and information pertaining to such requested Letter of Credit issuance
or amendment, including any L/C Documents, as the L/C Issuer or the
Administrative Agent may require.  (ii)Promptly after
receipt of any Letter of Credit Application, the L/C Issuer will confirm with
the Administrative Agent (by telephone or in writing) that the Administrative
Agent has received a copy of such Letter of Credit Application from the
Borrower and, if not, the L/C Issuer will provide the Administrative Agent with
a copy thereof.  Unless the L/C Issuer
has received written notice from any Lender, the Administrative Agent or any
Credit Party, at least   29


one
Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained
in Article V shall not be satisfied, then, subject to the terms and
conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter
of Credit for the account of the Borrower or the applicable Subsidiary or enter
into the applicable amendment, as the case may be, in each case in accordance
with the L/C Issuers usual and customary business practices.  Immediately upon the issuance of each Letter
of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the L/C Issuer a risk participation in such Letter of
Credit in an amount equal to the product of such Lenders Revolving Commitment
Percentage times the amount of such Letter of Credit.  (iii)If the Borrower
so requests in any applicable Letter of Credit Application, the L/C Issuer may,
in its sole and absolute discretion, agree to issue a Letter of Credit that has
automatic extension provisions (each, an Auto-Extension Letter of Credit);
provided that any such Auto-Extension Letter of Credit must permit the
L/C Issuer to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by
giving prior notice to the beneficiary thereof not later than a day (the Non-Extension
Notice Date) in each such twelve-month period to be agreed upon at the
time such Letter of Credit is issued. 
Unless otherwise directed by the L/C Issuer, the Borrower shall not be
required to make a specific request to the L/C Issuer for any such
extension.  Once an Auto-Extension Letter
of Credit has been issued, the Lenders shall be deemed to have authorized (but
may not require) the L/C Issuer to permit the extension of such Letter of
Credit at any time to an expiry date not later than the Maturity Date; provided,
however, that the L/C Issuer shall not permit any such extension if (A) the
L/C Issuer has determined that it would not be permitted, or would have no
obligation, at such time to issue such Letter of Credit in its revised form (as
extended) under the terms hereof (by reason of the provisions of clause (ii) or
(iii) of Section 2.3(a)or otherwise), or (B) it has
received notice (which may be by telephone or in writing) on or before the day
that is seven Business Days before the Non-Extension Notice Date (1) from
the Administrative Agent that the Required Lenders have elected not to permit
such extension or (2) from the Administrative Agent, any Lender or the
Borrower that one or more of the applicable conditions specified in Section 5.2
is not then satisfied, and in each case directing the L/C Issuer not to permit
such extension.  (iv)If the Borrower
so requests in any applicable Letter of Credit Application, the L/C Issuer may,
in its sole and absolute discretion, agree to issue a Letter of Credit that
permits the automatic reinstatement of all or a portion of the stated amount
thereof after any drawing thereunder (each, an Auto-Reinstatement Letter of
Credit).  Unless otherwise directed
by the L/C Issuer, the Borrower shall not be required to make a specific
request to the L/C Issuer to permit such reinstatement.  Once an Auto-Reinstatement Letter of Credit
has been issued, except as provided in the following sentence, the Lenders shall
be deemed to have authorized (but may not require) the L/C Issuer to reinstate
all or a portion of the stated amount thereof in accordance with the provisions
of such Letter of Credit. 
Notwithstanding the foregoing, if such Auto-Reinstatement Letter of
Credit permits the L/C Issuer to decline to reinstate all or any portion of the
stated amount thereof after a drawing thereunder by giving notice of such
non-reinstatement within a specified number of days after such drawing (the Non-Reinstatement
Deadline), the L/C Issuer shall not permit such reinstatement if it has
received a notice (which may be by telephone or in writing) on or before the
day that is seven Business Days before the Non-Reinstatement Deadline (A) from
the Administrative Agent that the Required Lenders have elected not to permit
such reinstatement or (B) from the Administrative Agent, any Lender or the
Borrower that one or more of the applicable conditions specified in Section 5.2
is not then satisfied (treating such reinstatement as an L/C Extension of
Credit for purposes of this clause) and, in each case, directing the L/C Issuer
not to permit such reinstatement.   30


(v)Promptly after
its delivery of any Letter of Credit or any amendment to a Letter of Credit to
an advising bank with respect thereto or to the beneficiary thereof, the L/C
Issuer will also deliver to the Borrower and the Administrative Agent a true
and complete copy of such Letter of Credit or amendment.  (c)Drawings and
Reimbursements; Funding of Participations.  (i)Upon receipt
from the beneficiary of any Letter of Credit of any notice of drawing under
such Letter of Credit, the L/C Issuer shall notify the Borrower and the
Administrative Agent thereof.  Not later
than 11:00 a.m. on the date of any payment by the L/C Issuer under a
Letter of Credit (each such date, an Honor Date), the Borrower shall
reimburse the L/C Issuer through the Administrative Agent in an amount equal to
the amount of such drawing.  If the
Borrower fails to so reimburse the L/C Issuer by such time, the Administrative
Agent shall promptly notify each Lender of the Honor Date, the amount of the
unreimbursed drawing (the Unreimbursed Amount), and the amount of such
Lenders Revolving Commitment Percentage thereof.  In such event, the Borrower shall be deemed
to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor
Date in an amount equal to the Unreimbursed Amount, without regard to the
minimum and multiples specified in Section 2.2 for the principal
amount of Base Rate Loans, but subject to the conditions set forth in Section 5.2
(other than the delivery of a Loan Notice) and provided that, after giving
effect to such Borrowing, the aggregate principal amount of the Revolving
Obligations shall not exceed the Aggregate Revolving Commitments.  If the Unreimbursed Amount is repaid in full
on the Honor Date by a Borrowing of Base Rate Loans, then no Default or Event
of Default shall be deemed to exist as a result of the failure of the Borrower
to so reimburse the L/C Issuer with other funds.  Any notice given by the L/C Issuer or the
Administrative Agent pursuant to this Section 2.3(c)(i)may be
given by telephone if immediately confirmed in writing; provided that
the lack of such an immediate confirmation shall not affect the conclusiveness
or binding effect of such notice.  (ii)Each Lender
shall upon any notice pursuant to Section 2.3(c)(i)make funds
available to the Administrative Agent for the account of the L/C Issuer at the
Administrative Agents Office in an amount equal to its Revolving Commitment
Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the
Business Day specified in such notice by the Administrative Agent, whereupon,
subject to the provisions of Section 2.3(c)(iii), each Lender that
so makes funds available shall be deemed to have made a Base Rate Loan to the
Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the L/C Issuer.  (iii)With respect to
any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base
Rate Loans because the conditions set forth in Section 5.2 cannot
be satisfied or for any other reason, the Borrower shall be deemed to have
incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
Amount that is not so refinanced, which L/C Borrowing shall be due and payable
on demand (together with interest) and shall bear interest at the Default
Rate.  In such event, each Lenders
payment to the Administrative Agent for the account of the L/C Issuer pursuant
to Section 2.3(c)(ii)shall be deemed payment in respect of
its participation in such L/C Borrowing and shall constitute an L/C Advance
from such Lender in satisfaction of its participation obligation under this Section 2.3.  (iv)Until each
Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.3(c)to
reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lenders Revolving Commitment Percentage of such
amount shall be solely for the account of the L/C Issuer.   31


(v)Each Lenders
obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer
for amounts drawn under Letters of Credit, as contemplated by this Section 2.3(c),
shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right
which such Lender may have against the L/C Issuer, the Borrower or any other
Person for any reason whatsoever; (B) the occurrence or continuance of a
Default or Event of Default, or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided, however,
that each Lenders obligation to make Revolving Loans pursuant to this Section 2.3(c)is
subject to the conditions set forth in Section 5.2 (other than
delivery by the Borrower of a Loan Notice). 
No such making of an L/C Advance shall relieve or otherwise impair the
obligation of the Borrower to reimburse the L/C Issuer for the amount of any
payment made by the L/C Issuer under any Letter of Credit, together with
interest as provided herein.  (vi)If any Lender
fails to make available to the Administrative Agent for the account of the L/C
Issuer any amount required to be paid by such Lender pursuant to the foregoing
provisions of this Section 2.3(c)by the time specified in Section 2.3(c)(ii),
the L/C Issuer shall be entitled to recover from such Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on
interbank compensation, plus any administrative, processing or similar fees
customarily charged by the L/C Issuer in connection with the foregoing.  If such Lender pays such amount (with
interest and fees as aforesaid), the amount so paid shall constitute such
Lenders Revolving Loan included in the relevant Borrowing or L/C Advance in
respect of the relevant L/C Borrowing, as the case may be.  A certificate of the L/C Issuer submitted to
any Lender (through the Administrative Agent) with respect to any amounts owing
under this clause (vi) shall be conclusive absent manifest error.  (d)Repayment of
Participations.  (i)At any time
after the L/C Issuer has made a payment under any Letter of Credit and has
received from any Lender such Lenders L/C Advance in respect of such payment
in accordance with Section 2.3(c), if the Administrative Agent
receives for the account of the L/C Issuer any payment in respect of the
related Unreimbursed Amount or interest thereon (whether directly from the
Borrower or otherwise, including proceeds of cash collateral applied thereto by
the Administrative Agent), the Administrative Agent will distribute to such
Lender its Revolving Commitment Percentage thereof in the same funds as those
received by the Administrative Agent.  (ii)If any payment
received by the Administrative Agent for the account of the L/C Issuer pursuant
to Section 2.3(c)(i)is required to be returned under any of
the circumstances described in Section 11.17 (including pursuant to
any settlement entered into by the L/C Issuer in its discretion), each Lender
shall pay to the Administrative Agent for the account of the L/C Issuer its
Revolving Commitment Percentage thereof on demand of the Administrative Agent,
plus interest thereon from the date of such demand to the date such amount is
returned by such Lender, at a rate per annum equal to the Federal Funds Rate
from time to time in effect.  The
obligations of the Lenders under this clause shall survive the payment in full
of the Obligations and the termination of this Credit Agreement.  (e)Obligations
Absolute.  The
obligation of the Borrower to reimburse the L/C Issuer for each drawing under
each Letter of Credit and to repay each L/C Borrowing shall be absolute,   32


unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of
this Credit Agreement under all circumstances, including the following:  (i)any lack of
validity or enforceability of such Letter of Credit, this Credit Agreement or
any other Credit Document;  (ii)the existence
of any claim, counterclaim, setoff, defense or other right that the Borrower or
any Subsidiary may have at any time against any beneficiary or any transferee
of such Letter of Credit (or any Person for whom any such beneficiary or any
such transferee may be acting), the L/C Issuer or any other Person, whether in
connection with this Credit Agreement, the transactions contemplated hereby or
by such Letter of Credit or any agreement or instrument relating thereto, or
any unrelated transaction;  (iii)any draft,
demand, certificate or other document presented under such Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; or any loss or
delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;  (iv)any payment by
the L/C Issuer under such Letter of Credit against presentation of a draft or
certificate that does not strictly comply with the terms of such Letter of
Credit; or any payment made by the L/C Issuer under such Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other
representative of or successor to any beneficiary or any transferee of such
Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law; or  (v)any other
circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a
defense available to, or a discharge of, the Borrower or any Subsidiary.  The
Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrowers instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer.  The Borrower shall be conclusively deemed to
have waived any such claim against the L/C Issuer and its correspondents unless
such notice is given as aforesaid.  (f)Role of L/C
Issuer.  Each Lender and the Borrower
agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall
not have any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by such Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document.  None of the L/C Issuer, the Administrative
Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any
action taken or omitted in connection herewith at the request or with the
approval of the Lenders or the Required Lenders, as applicable; (ii) any
action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
L/C Document.  The Borrower hereby
assumes all risks of the acts or omissions of any beneficiary or transferee with
respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrowers
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. 
None of the L/C Issuer, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of
the L/C Issuer shall be   33


liable
or responsible for any of the matters described in clauses (i) through (v) of
Section 2.3(e); provided, however, that anything in
such clauses to the contrary notwithstanding, the Borrower may have a claim
against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to
the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by the Borrower which the Borrower proves were
caused by the L/C Issuers willful misconduct or gross negligence or the L/C
Issuers willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s) strictly
complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the
foregoing, the L/C Issuer may accept documents that appear on their face to be
in order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and the L/C Issuer shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may
prove to be invalid or ineffective for any reason.  (g)Cash Collateral.  Upon the request of the Administrative Agent,
(i) if the L/C Issuer has honored any full or partial drawing request
under any Letter of Credit and such drawing has resulted in an L/C Borrowing,
or (ii) if, as of the Maturity Date, any L/C Obligation for any reason
remains outstanding, the Borrower shall, in each case, immediately Cash
Collateralize the then outstanding principal amount of all L/C
Obligations.  Sections 2.5 and 9.2(c)set
forth certain additional requirements to deliver Cash Collateral
hereunder.  For purposes of this Section 2.3,
Section 2.5 and Section 9.2(c), Cash Collateralize
means to pledge and deposit with or deliver to the Administrative Agent, for
the benefit of the L/C Issuer and the Lenders, as collateral for the L/C
Obligations, cash or deposit account balances in an amount equal to 105% of the
outstanding L/C Obligations (or such lesser amount agreed to by the L/C Issuer)
pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented
to by the Lenders).  Derivatives of such
term have corresponding meanings.  The
Borrower hereby grants to the Administrative Agent, for the benefit of the L/C
Issuer and the Lenders, a security interest in all such cash, deposit accounts
and all balances therein and all proceeds of the foregoing.  Cash Collateral shall be maintained in
blocked, non-interest bearing deposit accounts at Bank of America.  (h)Applicability
of ISP and UCP.  Unless
otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of
Credit is issued (including any such agreement applicable to an Existing Letter
of Credit), (i) the rules of the ISP shall apply to each standby
Letter of Credit, and (ii) the rules of the Uniform Customs and
Practice for Documentary Credits, as most recently published by the
International Chamber of Commerce at the time of issuance shall apply to each
commercial Letter of Credit.  (i)Letter of
Credit Fees.  The
Borrower shall pay to the Administrative Agent for the account of each Lender
in accordance with its Revolving Commitment Percentage a Letter of Credit fee
(the Letter of Credit Fee) for each Letter of Credit equal to the
Applicable Rate for Eurodollar Loans times the daily amount available to
be drawn under such Letter of Credit. 
For purposes of computing the daily amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.6. 
Letter of Credit Fees shall be (i) due and payable on the first
Business Day after the end of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter
of Credit and on the Maturity Date and (ii) computed on a quarterly basis
in arrears.  If there is any change in
the Applicable Rate during any quarter, the daily amount available to be drawn
under each Letter of Credit shall be computed and multiplied by the Applicable
Rate separately for each period during such quarter that such Applicable Rate
was in effect.  Notwithstanding anything
to the contrary contained herein, upon the request of the Required Lenders,while any Event of Default exists, all
Letter of Credit Fees shall accrue at the Default Rate.   34


(j)Fronting Fee
and Documentary and Processing Charges Payable to L/C Issuer. The Borrower
shall pay directly to the L/C Issuer for its own account a fronting fee with
respect to each Letter of Credit, at the rate per annum specified in the
Administrative Agents Fee Letter, computed on the daily amount available to be
drawn under such Letter of Credit and on a quarterly basis in arrears.  Such fronting fee shall be due and payable on
the tenth Business Day after the end of each March, June, September and December in
respect of the most recently-ended quarterly period (or portion thereof, in the
case of the first payment), commencing with the first such date to occur after
the issuance of such Letter of Credit and on the Maturity Date.  For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.6.  In addition, the Borrower shall pay directly
to the L/C Issuer for its own account the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of
the L/C Issuer relating to letters of credit as from time to time in
effect.  Such customary fees and standard
costs and charges are due and payable on demand and are nonrefundable.  (k)Conflict with
L/C Documents.  In the
event of any conflict between the terms hereof and the terms of any L/C
Document, the terms hereof shall control.  (l)Letters of
Credit Issued for Subsidiaries.  Notwithstanding that a Letter of Credit
issued or outstanding hereunder is in support of any obligations of, or is for
the account of, a Subsidiary, the Borrower shall be obligated to reimburse the
L/C Issuer hereunder for any and all drawings under such Letter of Credit.  The Borrower hereby acknowledges that the
issuance of Letters of Credit for the account of Subsidiaries inures to the
benefit of the Borrower, and that the Borrowers business derives substantial
benefits from the businesses of such Subsidiaries.  2.4Swingline
Loans.  (a)Swingline
Facility.  Subject to
the terms and conditions set forth herein, the Swingline Lender agrees, in reliance upon the agreements of the other
Lenders set forth in this Section 2.4, to make loans (each such
loan, a Swingline Loan) to the Borrower in Dollars from time to time
on any Business Day during the Commitment Period in an aggregate amount not to
exceed at any time outstanding the amount of the Swingline Sublimit,
notwithstanding the fact that such Swingline Loans, when aggregated with the
Revolving Commitment Percentage of the outstanding principal amount of
Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender,
may exceed the amount of such Lenders Revolving Commitment; provided, however,
that after giving effect to any Swingline Loan, (i) the aggregate
principal amount of the Revolving Obligations shall not exceed the Aggregate
Revolving Commitments, and (ii) the aggregate outstanding principal amount
of the Revolving Loans of any Lender, plus such Lenders Revolving
Commitment Percentage of the outstanding principal amount of all L/C
Obligations, plus such Lenders Revolving Commitment Percentage of the
outstanding principal amount of all Swingline Loans shall not exceed such
Lenders Revolving Commitment, and provided, further, that the
Borrower shall not use the proceeds of any Swingline Loan to refinance any
outstanding Swingline Loan.  Within the
foregoing limits, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.4, prepay under Section 2.5,
and reborrow under this Section 2.4.  Each Swingline Loan shall bear interest at a
rate based on the Base Rate or at a rate based on the Quoted Rate, as selected
by the Borrower.  Immediately upon the
making of a Swingline Loan, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swingline Lender a
risk participation in such Swingline Loan in an amount equal to the product of
such Lenders Revolving Commitment Percentage times the amount of such
Swingline Loan.  (b)Borrowing
Procedures.  Each
Borrowing of Swingline Loans shall be made upon the Borrowers irrevocable
notice to the Swingline Lender and the Administrative Agent, which may be given
by telephone.  Each such notice must be
received by the Swingline Lender and the Administrative Agent   35


not
later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the
amount to be borrowed, which shall be a minimum principal amount of $100,000
and integral multiples of $100,000 in excess thereof, (ii) the requested
borrowing date, which shall be a Business Day, and (iii) whether such
Swingline Loan shall be a Base Rate Loan or a Quoted Rate Swingline Loan.  Each such telephonic notice must be confirmed
promptly by delivery to the Swingline Lender and the Administrative Agent of a
written Swingline Loan Notice, appropriately completed and signed by a
Responsible Officer of the Borrower. 
Promptly after receipt by the Swingline Lender of any telephonic
Swingline Loan Notice, the Swingline Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swingline Loan Notice and, if not, the Swingline Lender
will notify the Administrative Agent (by telephone or in writing) of the
contents thereof.  Unless the Swingline
Lender has received notice (by telephone or in writing) from the Administrative
Agent (including at the request of any Lender) prior to 2:00 p.m. on the
date of the proposed Borrowing of Swingline Loans (A) directing the
Swingline Lender not to make such Swingline Loan as a result of the limitations
set forth in the first proviso to the first sentence of Section 2.4(a),
or (B) that one or more of the applicable conditions specified in Article V
is not then satisfied, then, subject to the terms and conditions hereof, the
Swingline Lender will, not later than 3:00 p.m. on the borrowing date
specified in such Swingline Loan Notice, make the amount of its Swingline Loan
available to the Borrower. 
Notwithstanding the foregoing, in the event that any Swingline Loans are
advanced under an auto borrow, zero balance or similar arrangement between the
Borrower and the Swingline Lender and such arrangement provides for different
borrowing procedures, then Borrowings of Swingline Loans advanced under such
arrangement shall be made in accordance with the borrowing procedures provided
by such arrangement.  (c)Refinancing of
Swingline Loans.  (i)The Swingline
Lender at any time in its sole and absolute discretion may request, on behalf
of the Borrower (which hereby irrevocably authorizes the Swingline Lender to so
request on its behalf), that each Lender make a Base Rate Loan in an amount equal
to such Lenders Revolving Commitment Percentage of the amount of Swingline
Loans then outstanding.  Such request
shall be made in writing (which written request shall be deemed to be a Loan
Notice for purposes hereof) and in accordance with the requirements of Section 2.2,
without regard to the minimum and multiples specified therein for the principal
amount of Base Rate Loans, but subject to the conditions set forth in Section 5.2
(other than the delivery of a Loan Notice) and provided that, after giving
effect to such Borrowing, the aggregate principal amount of the Revolving
Obligations shall not exceed the Aggregate Revolving Commitments.  The Swingline Lender shall furnish the
Borrower with a copy of the applicable Loan Notice promptly after delivering
such notice to the Administrative Agent. 
Each Lender shall make an amount equal to its Revolving Commitment
Percentage of the amount specified in such Loan Notice available to the
Administrative Agent in immediately available funds for the account of the
Swingline Lender at the Administrative Agents Office not later than 1:00 p.m.
on the day specified in such Loan Notice, whereupon, subject to Section 2.4(c)(ii),
each Lender that so makes funds available shall be deemed to have made a Base
Rate Loan to the Borrower in such amount. 
The Administrative Agent shall remit the funds so received to the
Swingline Lender.  (ii)If for any
reason any Swingline Loan cannot be refinanced by such a Borrowing of Revolving
Loans in accordance with Section 2.4(c)(i), the request for Base
Rate Loans submitted by the Swingline Lender as set forth herein shall be
deemed to be a request by the Swingline Lender that each of the Lenders fund
its risk participation in the relevant Swingline Loan and each Lenders payment
to the Administrative Agent for the account of the Swingline Lender pursuant to
Section 2.4(c)(i)shall be deemed payment in respect of such
participation.   36


(iii)If any Lender
fails to make available to the Administrative Agent for the account of the
Swingline Lender any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.4(c)by the time
specified in Section 2.4(c)(i), the Swingline Lender shall be
entitled to recover from such Lender (acting through the Administrative Agent),
on demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately available
to the Swingline Lender at a rate per annum equal to the greater of the Federal
Funds Rate and a rate determined by the Swingline Lender in accordance with
banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Swingline Lender in
connection with the foregoing.  If such
Lender pays such amount (with interest and fees as aforesaid), the amount so
paid shall constitute such Lenders Revolving Loan included in the relevant
Borrowing or funded participation in the relevant Swingline Loan, as the case
may be.  A certificate of the Swingline
Lender submitted to any Lender (through the Administrative Agent) with respect
to any amounts owing under this clause (iii) shall be conclusive absent
manifest error.  (iv)Each Lenders
obligation to make Revolving Loans or to purchase and fund risk participations
in Swingline Loans pursuant to this Section 2.4(c)shall be
absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right
that such Lender may have against the Swingline Lender, the Borrower or any
other Person for any reason whatsoever, (B) the occurrence or continuance
of a Default or Event of Default, or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided, however,
that each Lenders obligation to make Revolving Loans pursuant to this Section 2.4(c)is
subject to the conditions set forth in Section 5.2.  No such funding of risk participations shall
relieve or otherwise impair the obligation of the Borrower to repay Swingline
Loans, together with interest as provided herein.  (d)Repayment of
Participations.  (i)At any time
after any Lender has purchased and funded a risk participation in a Swingline
Loan, if the Swingline Lender receives any payment on account of such Swingline
Loan, the Swingline Lender will distribute to such Lender its Revolving
Commitment Percentage thereof in the same funds as those received by the
Swingline Lender.  (ii)If any payment
received by the Swingline Lender in respect of principal or interest on any
Swingline Loan is required to be returned by the Swingline Lender under any of
the circumstances described in Section 11.17 (including pursuant to
any settlement entered into by the Swingline Lender in its discretion), each
Lender shall pay to the Swingline Lender its Revolving Commitment Percentage
thereof on demand of the Administrative Agent, plus interest thereon from the
date of such demand to the date such amount is returned, at a rate per annum
equal to the Federal Funds Rate.  The
Administrative Agent will make such demand upon the request of the Swingline
Lender.  The obligations of the Lenders
under this clause shall survive the payment in full of the Obligations and the
termination of this Credit Agreement.  (e)Interest for
Account of Swingline Lender.  The Swingline Lender shall be responsible for
invoicing the Borrower for interest on the Swingline Loans.  Until each Lender funds its Revolving Loans
that are Base Rate Loans or risk participation pursuant to this Section 2.4
to refinance such Lenders Revolving Commitment Percentage of any Swingline
Loan, interest in respect of such Revolving Commitment Percentage shall be
solely for the account of the Swingline Lender.  (f)Payments
Directly to Swingline Lender.  The Borrower shall make all payments of   37


principal
and interest in respect of the Swingline Loans directly to the Swingline
Lender.  2.5Prepayments.  (a)Voluntary
Prepayments of Loans.  (i)Revolving Loans.  The Borrower may, upon notice from the
Borrower to the Administrative Agent, at any time or from time to time
voluntarily prepay Revolving Loans in whole or in part without premium or
penalty; provided that (A) such notice must be received by the
Administrative Agent not later than 11:00 a.m. (1) three Business
Days prior to any date of prepayment of Eurodollar Loans and (2) on the
date of prepayment of Base Rate Loans; (B) any such prepayment of
Eurodollar Loans shall be in a principal amount of $2,500,000 or a whole
multiple of $500,000 in excess thereof (or, if less, the entire principal
amount thereof then outstanding); and (C) any prepayment of Base Rate
Loans shall be in a principal amount of $1,000,000 or a whole multiple of
$100,000 in excess thereof (or, if less, the entire principal amount thereof
then outstanding).  Each such notice
shall specify the date and amount of such prepayment and the Type(s) of
Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest
Period(s) of such Loans.  The
Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of the amount of such Lenders Revolving Commitment Percentage
of such prepayment.  If such notice is
given by the Borrower, the Borrower shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified
therein.  Any prepayment of a Eurodollar
Loan shall be accompanied by all accrued interest on the amount prepaid,
together with any additional amounts required pursuant to Section 3.5.  Each such prepayment shall be applied to the
Loans of the Lenders in accordance with their respective Revolving Commitment
Percentages.  (ii)Swingline Loans.  The Borrower may, upon notice to the
Swingline Lender (with a copy to the Administrative Agent), at any time or from
time to time, voluntarily prepay Swingline Loans in whole or in part without
premium or penalty; provided that (i) such notice must be received
by the Swingline Lender and the Administrative Agent not later than 1:00 p.m.
on the date of the prepayment, and (ii) any such prepayment shall be in a
minimum principal amount of $100,000 or a whole multiple of $100,000 in excess
thereof (or, if less, the entire principal thereof then outstanding).  Each such notice shall specify the date and
amount of such prepayment.  If such
notice is given by the Borrower, the Borrower shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the
date specified therein.  Notwithstanding
the foregoing, in the event that any Swingline Loans are advanced under an auto
borrow, zero balance or similar arrangement between the Borrower and the
Swingline Lender and such arrangement provides for different optional
prepayment procedures, then optional prepayments of Swingline Loans advanced
under such arrangement shall be made in accordance with the optional prepayment
procedures provided by such arrangement.  (b)Mandatory
Prepayments of Loans.  If for any
reason the aggregate principal amount of the Revolving Obligations at any time
exceed the Aggregate Revolving Commitments then in effect, the Borrower shall
immediately prepay Revolving Loans and/or Swingline Loans and/or Cash
Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided,
however, that the Borrower shall not be required to Cash Collateralize
the L/C Obligations pursuant to this Section 2.5(b)(i)unless
after the prepayment in full of the Revolving Loans and Swingline Loans the
aggregate principal amount of the Revolving Obligations exceed the Aggregate
Revolving Commitments then in effect.   38


2.6Termination
or Reduction of Aggregate Revolving Commitments.  The
Borrower may, upon notice to the Administrative Agent, terminate the Aggregate
Revolving Commitments, or from time to time permanently reduce the Aggregate
Revolving Commitments to an amount not less than the outstanding principal
amount of Revolving Loans, Swingline Loans and L/C Obligations; provided
that (i) any such notice shall be received by the Administrative Agent not
later than 12:00 noon five (5) Business Days prior to the date of
termination or reduction, (ii) any such partial reduction shall be in an
aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess
thereof and (iii) if, after giving effect to any reduction of the
Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swingline
Sublimit exceeds the amount of the Aggregate Revolving Commitments, such
sublimit shall be automatically reduced by the amount of such excess.  The Administrative Agent will promptly notify
the Lenders of any such notice of termination or reduction of the Aggregate
Revolving Commitments.  Any reduction of
the Aggregate Revolving Commitments shall be applied to the Revolving
Commitment of each Lender according to its Revolving Commitment Percentage.  All fees accrued with respect thereto until
the effective date of any termination of the Aggregate Revolving Commitments
shall be paid on the effective date of such termination.  2.7Repayment
of Loans.  (a)Revolving Loans.  The Borrower shall repay to the Lenders on
the Maturity Date the aggregate principal amount of all Revolving Loans
outstanding on such date.  (b)Swingline Loans.  The Borrower shall repay each Swingline Loan
on the earlier to occur of (i) the date ten Business Days after such
Swingline Loan is made (provided that in the event that any Swingline Loans are
advanced under an auto borrow, zero balance or similar arrangement between the
Borrower and the Swingline Lender and such arrangement provides for different
repayment dates, then Swingline Loans advanced under such arrangement shall be
repaid in accordance with the repayment dates provided by such arrangement) and
(ii) the Maturity  Date.  2.8Interest.  (a)Subject to the
provisions of subsection (b) below, (i) each Eurodollar Loan shall
bear interest on the outstanding principal amount thereof for each Interest
Period at a rate per annum equal to the sum of the Eurodollar Rate for such
Interest Period plus the Applicable Rate; (ii) each Base Rate Loan
(including each Swingline Loan that is a Base Rate Loan) shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at
a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each
Quoted Rate Swingline Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to
the Quoted Rate.  (b)(i)If any amount
of principal of any Loan is not paid when due (without regard to any applicable
grace periods), whether at stated maturity, by acceleration or otherwise, such
amount shall thereafter bear interest at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws.  (ii)Upon the
request of the Required Lenders, while any Event of Default exists, the
Borrower shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.  (iii)Accrued and
unpaid interest on past due amounts (including interest on past due   39


interest)
shall be due and payable upon demand.  (c)Interest on
each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable
in accordance with the terms hereof before and after judgment, and before and
after the commencement of any proceeding under any Debtor Relief Law.  2.9Fees.  In
addition to certain fees described in subsections (i) and (j) of Section 2.3:  (a)Commitment Fee.  The Borrower shall pay to the Administrative
Agent, for the account of each Lender in accordance with its Revolving
Commitment Percentage, a commitment fee equal to the product of (i) the
Applicable Rate times (ii) the actual daily amount by which the
Aggregate Revolving Commitments exceed the sum of (y) the outstanding
principal amount of Revolving Loans and (z) the outstanding principal
amount of L/C Obligations. The commitment fee shall accrue at all times during
the Commitment Period, including at any time during which one or more of the
conditions in Article V is not met, and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Closing Date,
and on the last day of the Commitment Period. The commitment fee shall be
calculated quarterly in arrears, and if there is any change in the Applicable
Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such
quarter that such Applicable Rate was in effect.  For purposes of clarification, Swingline
Loans shall not be considered outstanding for purposes of determining the
unused portion of the Aggregate Revolving Commitments.  (b)Administrative
Agents Fee Letter.  The
Borrower shall pay to the Arranger and the Administrative Agent for their own
respective accounts fees in the amounts and at the times specified in the
Administrative Agents Fee Letter.  Such
fees shall be fully earned when paid and shall be non-refundable for any reason
whatsoever.  2.10Computation
of Interest and Fees; Retroactive Adjustments of Applicable Rate.  (a)All
computations of interest for Base Rate Loans when the Base Rate is determined
by Bank of Americas prime rate shall be made on the basis of a year of 365
or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest
shall be made on the basis of a 360-day year and actual days elapsed (which
results in more fees or interest, as applicable, being paid than if computed on
the basis of a 365-day year).  Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day
on which it is made shall, subject to Section 2.12(a), bear
interest for one day.  Each determination
by the Administrative Agent of an interest rate or fee hereunder shall be
conclusive and binding for all purposes, absent manifest error.  (b)If, as a result
of any restatement of or other adjustment to the financial statements of the
Borrower or for any other reason, the Borrower or the Lenders determine that (i) the
Consolidated Total Leverage Ratio as calculated by the Borrower as of any
applicable date was inaccurate and (ii) a proper calculation of the
Consolidated Total Leverage Ratio would have resulted in higher pricing for
such period, the Borrower shall immediately and retroactively be obligated to
pay to the Administrative Agent for the account of the applicable Lenders or
the L/C Issuer, as the case may be, promptly on demand by the Administrative
Agent (or, after the occurrence of an actual or deemed entry of an order for
relief with respect to the Borrower under the Bankruptcy Code of the United
States, automatically and without   40


further
action by the Administrative Agent, any Lender or the L/C Issuer), an amount
equal to the excess of the amount of interest and fees that should have been
paid for such period over the amount of interest and fees actually paid for
such period.  This paragraph shall not
limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as
the case may be, under Section 2.3(c)(iii), 2.3(i)or 2.8(b)or
under Article IX.  The
Borrowers obligations under this paragraph shall survive the termination of
the Aggregate Revolving Commitments and the repayment of all other Obligations
hereunder.  2.11Evidence
of Debt.  (a)The Extension
of Credits made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and by the Administrative Agent in the
ordinary course of business.  The
accounts or records maintained by the Administrative Agent and each Lender
shall be conclusive absent manifest error of the amount of the Extension of
Credits made by the Lenders to the Borrower and the interest and payments
thereon.  Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any
conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters,
the accounts and records of the Administrative Agent shall control in the
absence of manifest error.  Upon the
request of any Lender made through the Administrative Agent, the Borrower shall
execute and deliver to such Lender (through the Administrative Agent) a
promissory note, which shall evidence such Lenders Loans in addition to such
accounts or records.  Each such
promissory note shall be in the form of Schedule 2.11(a)(a Revolving
Note).  Each Lender may attach
schedules to its Revolving Note and endorse thereon the date, Type (if
applicable), amount and maturity of its Loans and payments with respect
thereto.  (b)In addition to
the accounts and records referred to in subsection (a), each Lender and the
Administrative Agent shall maintain in accordance with its usual practice
accounts or records evidencing the purchases and sales by such Lender of
participations in Letters of Credit and Swingline Loans.  In the event of any conflict between the
accounts and records maintained by the Administrative Agent and the accounts
and records of any Lender in respect of such matters, the accounts and records
of the Administrative Agent shall control in the absence of manifest error.  2.12Payments
Generally; Administrative Agents Clawback.  (a)General.  All payments to be made by the Borrower shall
be made without condition or deduction for any counterclaim, defense,
recoupment or setoff.  Except as
otherwise expressly provided herein, all payments by the Borrower hereunder
shall be made to the Administrative Agent, for the account of the respective Lenders
to which such payment is owed, at the Administrative Agents Office in Dollars
and in immediately available funds not later than 2:00 p.m. on the date
specified herein.  The Administrative
Agent will promptly distribute to each Lender its Revolving Commitment
Percentage (or other applicable share as provided herein) of such payment in
like funds as received by wire transfer to such Lenders Lending Office.  All payments received by the Administrative
Agent after 2:00 p.m. shall be deemed received on the next succeeding
Business Day and any applicable interest or fee shall continue to accrue.  If any payment to be made by the Borrower
shall come due on a day other than a Business Day, payment shall be made on the
next following Business Day, and such extension of time shall be reflected on
computing interest or fees, as the case may be.  (b)(i)  Funding
by Lenders; Presumption by Administrative Agent.  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   41


share
available on such date in accordance with Section 2.2 (or, in the
case of a Borrowing of Base Rate Loans, that such Lender has made such share
available in accordance with and at the time required by Section 2.2)
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 in immediately available funds 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 (A) in
the case of a payment to be made by such Lender, the greater of the Federal
Funds Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Administrative Agent in
connection with the foregoing, and (B) in the case of a payment to be made
by the Borrower, the interest rate applicable to Base Rate Loans.  If the Borrower and such Lender shall pay
such interest to the Administrative Agent for the same or an overlapping
period, the Administrative Agent shall promptly remit to the Borrower the
amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the applicable
Borrowing to the Administrative Agent, then the amount so paid shall constitute
such Lenders Loan included in such Borrowing. 
Any payment by the Borrower shall be without prejudice to any claim the
Borrower may have against a Lender that shall have failed to make such payment
to the Administrative Agent.  (ii)Payments by
Borrower; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have
received notice from the Borrower prior to the time at which any payment is due
to the Administrative Agent for the account of the Lenders or the L/C Issuer
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 L/C Issuer, 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 L/C Issuer, as the case
may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or the L/C Issuer, in
immediately available funds 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
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.  A notice of the Administrative Agent to any Lender or the Borrower with
respect to any amount owing under this subsection (b) shall be conclusive,
absent manifest error.  (c)Failure to
Satisfy Conditions Precedent.  If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided
in the foregoing provisions of this Article II, and such funds are
not made available to the Borrower by the Administrative Agent because the
conditions to the applicable Extension of Credit set forth in Article V
are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.  (d)Obligations of
Lenders Several.  The
obligations of the Lenders hereunder to make Loans, to fund participations in
Letters of Credit and Swingline Loans and to make payments pursuant to Section 11.5(c)are
several and not joint.  The failure of
any Lender to make any Loan, to fund any such participation or to make any payment
under Section 11.5(c)on any date required hereunder shall not
relieve any other Lender of its corresponding obligation to do so on such date,
and no Lender shall be responsible for the failure of any other Lender to so
make its Loan, to purchase its participation or to   42


make
its payment under Section 11.5(c).  (e)Funding Source.  Nothing herein shall be deemed to obligate
any Lender to obtain the funds for any Loan in any particular place or manner
or to constitute a representation by any Lender that it has obtained or will
obtain the funds for any Loan in any particular place or manner.  (f)Insufficient
Funds.  If at any time insufficient
funds are received by and available to the Administrative Agent to pay fully
all amounts of principal, L/C Borrowings, interest and fees then due hereunder,
such funds shall be applied (i) first, toward 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,
toward payment of principal and L/C Borrowings then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal
and L/C Borrowings then due to such parties.  2.13Sharing
of Payments by Lenders.  If
any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
the Loans made by it, or the participations in L/C Obligations or in Swingline
Loans held by it resulting in such Lenders receiving payment of a proportion
of the aggregate amount of such Loans or participations and accrued interest
thereon greater than its pro  rata share thereof as provided
herein, then the Lender receiving such greater proportion shall (a) notify
the Administrative Agent of such fact, and (b) purchase (for cash at face
value) participations in the Loans and subparticipations in L/C Obligations and
Swingline Loans of the other Lenders, or make such other adjustments as shall
be equitable, 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 Loans and other amounts owing them, provided
that:  (i)if any such
participations or subparticipations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and  (ii)the provisions
of this Section shall not be construed to apply to (A) any payment
made by the Borrower pursuant to and in accordance with the express terms of
this Credit Agreement or (B) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans or subparticipations in L/C Obligations or Swingline Loans to any
assignee or participant, other than to the Borrower or any Subsidiary (as to
which the provisions of this Section shall apply).  Each
Credit Party 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 such
Credit Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Credit
Party in the amount of such participation.  ARTICLE III  TAXES,
YIELD PROTECTION AND ILLEGALITY  3.1Taxes.  (a)Payments Free
of Taxes  Obligation to Withhold: Payments on Account of Taxes.   43


(i)Any and all
payments by or on account of any obligation of the Credit Parties hereunder or
under any other Credit Document shall to the extent permitted by applicable
Laws be made free and clear of and without reduction or withholding for any
Taxes. If, however, applicable Laws require the Credit Parties or the
Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld
or deducted in accordance with such Laws as determined by the Credit Parties or
the Administrative Agent, as the case may be, upon the basis of the information
and documentation to be delivered pursuant to subsection (e) below.  (ii)If the Credit
Parties or the Administrative Agent shall be required by the Internal Revenue
Code to withhold or deduct any Taxes, including both United States Federal
backup withholding and withholding taxes, from any payment, then (A) the
Administrative Agent shall withhold or make such deductions as are determined
by the Administrative Agent to be required based upon the information and documentation
it has received pursuant to subsection (e) below, (B) the
Administrative Agent shall timely pay the full amount withheld or deducted to
the relevant Governmental Authority in accordance with the Internal Revenue
Code, and (C) to the extent that the withholding or deduction is made on
account of Indemnified Taxes or Other Taxes, the sum payable by the Credit
Parties shall be increased as necessary so that after any required withholding
or the making of all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, any
Lender or the L/C Issuer, as the case may be, receives an amount equal to the
sum it would have received had no such withholding or deduction been made.  (b)Payment of
Other Taxes.  Without
limiting the provisions of subsection (a) above, the Credit Parties shall
timely pay any Other Taxes to the relevant Governmental Authority in accordance
with applicable Laws.  (c)Tax
Indemnifications.  (i)Without
limiting the provisions of subsection (a) or (b) above, the Credit
Parties shall, and does hereby indemnify the Administrative Agent, each Lender
and the L/C Issuer, and shall make payment in respect thereof within 10 days
after demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) withheld or deducted by the
Credit Parties or the Administrative Agent or paid by the Administrative Agent,
such Lender or the L/C Issuer, as the case may be, 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.  The Credit Parties shall also, and do hereby,
indemnify the Administrative Agent, and shall make payment in respect thereof
within 10 days after demand therefor, for any amount which a Lender or the L/C
Issuer for any reason fails to pay indefeasibly to the Administrative Agent as
required by clause (ii) of this subsection.  A certificate as to the amount of any such
payment or liability delivered to the Borrower by a Lender or the L/C Issuer
(with a copy to the Administrative Agent), or by the Administrative Agent on
its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive
absent manifest error.  (ii)Without
limiting the provisions of subsection (a) or (b) above, each Lender
and the LOC Issuer shall, and does hereby, indemnify the Credit Parties and the
Administrative Agent, and shall make payment in respect thereof within 10 days
after demand therefor, against any and all 
Taxes and any and all related losses, claims, liabilities, penalties,
interest and expenses (including the fees, charges and disbursements of any
counsel for the Credit Parties or   44


the
Administrative Agent) incurred by or asserted against the Credit Parties or the
Administrative Agent by any Governmental Authority as a result of the failure
by such Lender or the L/C Issuer, as the case may be, to deliver, or as a
result of the inaccuracy, inadequacy or deficiency of, any documentation
required to be delivered by such Lender or the L/C Issuer, as the case may be,
to the Credit Parties or the Administrative Agent pursuant to subsection
(e).  Each Lender and the L/C Issuer
hereby authorizes the Administrative Agent to set off and apply any and all
amounts at any time owing to such Lender or the L/C Issuer, as the case may be,
under this Credit Agreement or any other Credit Document against any amount due
to the Administrative Agent under this clause (ii).  The agreements in this clause (ii) shall
survive the resignation and/or replacement of the Administrative Agent, any
assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the
termination of the Aggregate Revolving Commitments and the repayment,
satisfaction or discharge of all other Obligations.  (d)Evidence of
Payments.  Upon
request by the Borrower or the Administrative Agent, as the case may be, after
any payment of Taxes by any Credit Party or by the Administrative Agent to a
Governmental Authority, as provided in this Section 3.1, the
Borrower shall deliver to the Administrative Agent or the Administrative Agent
shall deliver to the Borrower, as the case may be, the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of any return required by Law to report such payment or other
evidence of such payment reasonably satisfactory to the Borrower or the
Administrative Agent, as the case may be.  (e)Status of
Lenders: Tax Documentation.  (i)Each Lender
shall deliver to the Borrower and to the Administrative Agent, at the time or
times prescribed by applicable Laws or when reasonably requested by the
Borrower or the Administrative Agent, such properly completed and executed
documentation prescribed by applicable Laws or by the taxing authorities of any
jurisdiction and such other reasonably requested information as will permit the
Borrower or the Administrative Agent, as the case may be, to determine (A) whether
or not payments made hereunder or under any other Credit Document are subject
to Taxes, (B) if applicable, the required rate of withholding or
deduction, and (C) such Lenders entitlement to any available exemption
from, or reduction of, applicable Taxes in respect of all payments to be made
to such Lender by the Borrower pursuant to this Credit Agreement or otherwise
to establish such Lenders status for withholding tax purposes in the
applicable jurisdiction.  (ii)Without
limiting the generality of the foregoing, if the Borrower is a resident for tax
purposes in the United States  (A)any Lender that
is a United States person within the meaning of Section 7701(a)(30) of
the Internal Revenue Code shall deliver to the Borrower and the Administrative
Agent executed originals of Internal Revenue Service Form W-9 or such
other documentation or information prescribed by applicable Laws or reasonably
requested by the Borrower or the Administrative Agent as will enable the
Borrower or the Administrative Agent, as the case may be, to determine whether
or not such Lender is subject to backup withholding or information reporting
requirements; and  (B)each Foreign
Lender that is entitled under the Internal Revenue Code or any applicable
treaty to an exemption from or reduction of withholding tax with respect to
payments hereunder or under any other Credit Document 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   45


this
Credit 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)executed originals
of Internal Revenue Service Form W-8BEN claiming eligibility for benefits
of an income tax treaty to which the United States is a party,  (II)executed
originals of Internal Revenue Service Form W-8ECI,  (III)executed
originals of Internal Revenue Service Form W-8IMY and all required
supporting documentation,  (IV)in the case of
a Foreign Lender claiming the benefits of the exemption for portfolio interest
under section 881(c) of the Internal Revenue 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 Internal Revenue Code, (B) a 10
percent shareholder of the Borrower within the meaning of section 881(c)(3)(B) of
the Internal Revenue Code, or (C) a controlled foreign corporation
described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed
originals of  Internal Revenue Service Form W-8BEN,
or  (V)executed
originals of any other form prescribed by applicable Laws as a basis for
claiming exemption from or a reduction in United States Federal withholding tax
together with such supplementary documentation as may be prescribed by
applicable Laws to permit the Borrower or the Administrative Agent to determine
the withholding or deduction required to be made.  (iii)Each Lender
shall promptly (A) notify the Borrower and the Administrative Agent of any
change in circumstances which would modify or render invalid any claimed
exemption or reduction, and (B) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to
avoid any requirement of applicable Laws of any jurisdiction that the Borrower
or the Administrative Agent make any withholding or deduction for taxes from
amounts payable to such Lender.  3.2Illegality.  If
any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Loans, or to
determine or charge interest rates based upon the Eurodollar Rate, or any
Governmental Authority has imposed material restrictions on the authority of
such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank market, then, on notice thereof by such Lender to the Borrower
through the Administrative Agent, any obligation of such Lender to make or
continue Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, the
Borrower shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender
to Base Rate Loans, either on the last day of the Interest Period therefor, if
such Lender may lawfully continue to maintain such Eurodollar Loans to such
day, or immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Loans.  Upon any such
prepayment or conversion,   46


the
Borrower shall also pay accrued interest on the amount so prepaid or converted.  3.3Inability
to Determine Rates.  If
the Required Lenders determine that for any reason in connection with any
request for a Eurodollar Loan or a conversion to or continuation thereof that (a) Dollar
deposits are not being offered to banks in the London interbank eurodollar
market for the applicable amount and Interest Period of such Eurodollar Loan, (b) 
adequate and reasonable means do not exist for determining the Eurodollar Base
Rate for any requested Interest Period with respect to a proposed Eurodollar
Loan, or (c) the Eurodollar Base Rate for any requested Interest Period
with respect to a proposed Eurodollar Loan does not adequately and fairly
reflect the cost to such Lenders of funding such Loan, the Administrative Agent
will promptly notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders to
make or maintain Eurodollar Loans shall be suspended until the Administrative
Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may
revoke any pending request for a Borrowing of, conversion to or continuation of
Eurodollar Loans or, failing that, will be deemed to have converted such
request into a request for a Borrowing of Base Rate Loans in the amount
specified therein.  3.4Increased
Costs.  (a)Increased Costs
Generally.  If any
Change in Law shall:  (i)impose, modify
or deem applicable any reserve, special deposit, compulsory loan, insurance
charge or similar requirement against assets of, deposits with or for the
account of, or credit extended or participated in by, any Lender (except any
reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer;  (ii)subject any
Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this
Credit Agreement, any Letter of Credit, any participation in a Letter of Credit
or any Eurodollar Loan made by it, or change the basis of taxation of payments
to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes
or Other Taxes covered by Section 3.1 and the imposition of, or any
change in the rate of, any Excluded Tax payable by such Lender or the L/C
Issuer); or  (iii)impose on any
Lender or the L/C Issuer or the London interbank market any other condition, cost
or expense affecting this Credit 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 L/C
Issuer of participating in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit),
or to reduce the amount of any sum received or receivable by such Lender or the
L/C Issuer hereunder (whether of principal, interest or any other amount) then,
upon request of such Lender or the L/C Issuer, the Borrower will pay to such
Lender or the L/C Issuer, as the case may be, such additional amount or amounts
as will compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.  (b)Capital
Requirements.  If any
Lender or the L/C Issuer determines that any Change in Law affecting such
Lender or the L/C Issuer or any Lending Office of such Lender or such Lenders
or the L/C Issuers holding company, if any, regarding capital requirements has
or would have the effect of   47


reducing
the rate of return on such Lenders or the L/C Issuers capital or on the
capital of such Lenders or the L/C Issuers holding company, if any, as a
consequence of this Credit Agreement, the Commitments of such Lender or the
Loans made by, or participations in Letters of Credit held by, such Lender, or
the Letters of Credit issued by the L/C Issuer, to a level below that which
such Lender or the L/C Issuer or such Lenders or the L/C Issuers holding
company could have achieved but for such Change in Law (taking into
consideration such Lenders or the L/C Issuers policies and the policies of
such Lenders or the L/C Issuers holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender or the
L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer or such Lenders or the L/C Issuers
holding company for any such reduction suffered.  (c)Certificates
for Reimbursement.  A
certificate of a Lender or the L/C Issuer setting forth the amount or amounts
necessary to compensate such Lender or the L/C Issuer or its holding company,
as the case may be, as specified in subsection (a) or (b) of this Section and
delivered to the Borrower shall be conclusive absent manifest error.  The Borrower shall pay such Lender or the L/C
Issuer, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.  (d)Delay in
Requests.  Failure or
delay on the part of any Lender or the L/C Issuer to demand compensation
pursuant to the foregoing provisions of this Section shall not constitute
a waiver of such Lenders or the L/C Issuers right to demand such
compensation, provided that the Borrower shall not be required to
compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of
this Section for any increased costs incurred or reductions suffered more
than 90 days prior to the date that such Lender or the L/C Issuer, 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 L/C Issuers
intention to claim compensation therefor (except that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the 90
day period referred to above shall be extended to include the period of
retroactive effect thereof).  3.5Compensation
for Losses.  Upon
demand of any Lender (with a copy to the Administrative Agent) from time to
time, the Borrower shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result of:  (a)any
continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise);  (b)any failure by
the Borrower (for a reason other than the failure of such Lender to make a Loan)
to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on
the date or in the amount notified by the Borrower; or  (c)any assignment
of a Eurodollar Loan on a day other than the last day of the Interest Period
therefor as a result of a request by the Borrower pursuant to Section 11.18;  including
any loss of anticipated profitsand
any loss or expense arising from the liquidation or reemployment of funds
obtained by it to maintain such Loan or from fees payable to terminate the deposits
from which such funds were obtained.  The Borrower shall also pay any customary
administrative fees charged by such Lender in connection with the foregoing.  For
purposes of calculating amounts payable by the Borrower to the Lenders under
this Section   48


3.5, each Lender shall be deemed to have funded each
Eurodollar Loan made by it at the Eurodollar Base Rate used in determining the
Eurodollar Rate for such Loan by a matching deposit or other borrowing in the
London interbank eurodollar market for a comparable amount and for a comparable
period, whether or not such Eurodollar Loan was in fact so funded.  3.6Mitigation
Obligations; Replacement of Lenders.  (a)Designation of
a Different Lending Office.  If any Lender requests compensation under Section 3.4,
or the Borrower is required to pay any additional amount to any Lender, the L/C
Issuer, or any Governmental Authority for the account of any Lender or the L/C
Issuer pursuant to Section 3.1, or if any Lender gives a notice
pursuant to Section 3.2, then such Lender or the L/C Issuer shall,
as applicable, 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 or the L/C Issuer, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 3.1 or 3.4,
as the case may be, in the future, or eliminate the need for the notice
pursuant to Section 3.2, as applicable, and (ii) in each case,
would not subject such Lender or the L/C Issuer, as the case may be, to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender or the L/C Issuer, as the case may be. 
The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender or the L/C Issuer in connection with any such
designation or assignment.  (b)Replacement of
Lenders.  If any Lender requests
compensation under Section 3.4, 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 3.1, the Borrower may
replace such Lender in accordance with Section 11.18.  3.7Survival.  All
of the Credit Partiess obligations under this Article III shall
survive termination of the Aggregate Revolving Commitments, repayment of all
other Obligations hereunder and resignation of the Administrative Agent.  ARTICLE IV  GUARANTY  4.1The
Guaranty.  Each of the Guarantors hereby jointly and severally
guarantees to the Administrative Agent and each holder of the Obligations as
hereinafter provided, as primary obligor and not as surety, the prompt payment
of the Obligations in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration, as mandatory cash collateralization or otherwise)
strictly in accordance with the terms thereof. 
The Guarantors hereby further agree that if any of the Obligations are
not paid in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or
otherwise), the Guarantors will, jointly and severally, promptly pay the same,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Obligations, the same will be
promptly paid in full when due (whether at extended maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or
otherwise) in accordance with the terms of such extension or renewal.  Notwithstanding any provision to the contrary contained
herein or in any other of the Credit Documents, Swap Contracts or Treasury
Management Agreements,the obligations of each Guarantor under   49


this Credit Agreement and the other Credit Documentsshall not
exceed to an aggregate amount equal to the largest amount that would not render
such obligations subject to avoidance under applicable Debtor Relief Laws.  4.2Obligations
Unconditional.  The obligations of the Guarantors under Section 4.1
are joint and several, absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Credit
Documents or other documents relating to the Obligations, or any substitution,
release, impairment or exchange of any other guarantee of or security for any
of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective
of any other circumstance whatsoever which might otherwise constitute a legal
or equitable discharge or defense of a surety or guarantor, it being the intent
of this Section 4.2 that the obligations of the Guarantors
hereunder shall be absolute and unconditional under any and all
circumstances.  Each Guarantor agrees
that such Guarantor shall have no right of subrogation, indemnity,
reimbursement or contribution against the Borrower or any other Guarantor for
amounts paid under this Article IV until such time as the
Obligations have been paid in full and the Commitments have expired or
terminated.  Without limiting the
generality of the foregoing, it is agreed that, to the fullest extent permitted
by Law, the occurrence of any one or more of the following shall not alter or
impair the liability of any Guarantor hereunder, which shall remain absolute
and unconditional as described above:  (a)at any time or from time to time, without notice to any Guarantor, the
time for any performance of or compliance with any of the Obligations shall be
extended, or such performance or compliance shall be waived;  (b)any of the acts mentioned in any of the provisions of any of the Credit
Documents, or any other document relating to the Obligations shall be done or
omitted;  (c)the maturity of any of the Obligations shall be accelerated, or any of
the Obligations shall be modified, supplemented or amended in any respect, or
any right under any of the Credit Documents, or any other document relating to
the Obligations shall be waived or any other guarantee of any of the
Obligations or any security therefor shall be released, impaired or exchanged
in whole or in part or otherwise dealt with;  (d)any Lien granted to, or in favor of, the Administrative Agent or any other
holder of the Obligations as security for any of the Obligations shall fail to
attach or be perfected; or  (e)any of the Obligations shall be determined to be void or voidable
(including, without limitation, for the benefit of any creditor of any Guarantor)
or shall be subordinated to the claims of any Person (including, without
limitation, any creditor of any Guarantor).  With respect to its obligations hereunder, each
Guarantor hereby expressly waives diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Administrative
Agent or any other holder of the Obligations exhaust any right, power or remedy
or proceed against any Person under any of the Credit Documents, or any other
document relating to the Obligations, or against any other Person under any
other guarantee of, or security for, any of the Obligations.  4.3Reinstatement.  The obligations of the Guarantors under this Article IV
shall be automatically reinstated if and to the extent that for any reason any
payment by or on behalf of any Person in respect of the Obligations is
rescinded or must be otherwise restored by any holder of any of the
Obligations, whether as a result of any   50


Debtor Relief Law or otherwise, and each Guarantor
agrees that it will indemnify the Administrative Agent and each other holder of
the Obligations on demand for all reasonable costs and expenses (including,
without limitation,the reasonable fees and expenses of counsel) incurred by the Administrative Agent or such
holder of the Obligations in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any Debtor Relief Law.  4.4Certain
Additional Waivers.  Without limiting the generality of the provisions of
this Article IV, each Guarantor hereby specifically waives the
benefits of N.C. Gen. Stat. §§ 26-7 through 26-9, inclusive.    Each of the Guarantors further agrees that
such Guarantor shall have no right of recourse to security for the Obligations,
except through the exercise of the rights of subrogation pursuant to Section 4.2
and through the exercise of rights of contribution pursuant to Section 4.6.  4.5Remedies.  The Guarantors agree that, to the fullest extent
permitted by Law, as between the Guarantors, on the one hand, and the
Administrative Agent and the other holders of the Obligations, on the other
hand, the Obligations may be declared to be forthwith due and payable as
provided in Section 9.2 (and shall be deemed to have become
automatically due and payable in the circumstances provided in Section 9.2)
for purposes of Section 4.1 notwithstanding any stay, injunction or
other prohibition preventing such declaration (or preventing the Obligations
from becoming automatically due and payable) as against any other Person and
that, in the event of such declaration (or the Obligations being deemed to have
become automatically due and payable), the Obligations (whether or not due and
payable by any other Person) shall forthwith become due and payable by the
Guarantors for purposes of Section 4.1.The Guarantors acknowledge
and agree that their obligations hereunder are secured in accordance with the
terms of the Collateral Documents and that the holders of the Obligations may
exercise their remedies thereunder in accordance with the terms thereof.  4.6Rights of
Contribution.  The Guarantors agree among themselves that, in
connection with payments made hereunder, each Guarantor shall have contribution
rights against the other Guarantors as permitted under applicable Law.  Such contribution rights shall be subordinate
and subject in right of payment to the obligations of such Guarantors under the
Credit Documents and no Guarantor shall exercise such rights of contribution
until all Obligations have been paid in full and the Commitments have
terminated.  4.7Guarantee
of Payment; Continuing Guarantee.  The guarantee in this Article IV is a
guaranty of payment and not of collection, is a continuing guarantee, and shall
apply to all Obligations whenever arising.  ARTICLE V  CONDITIONS
PRECEDENT TO EXTENSION OF CREDITS  5.01Conditions
of Effectiveness.  This
Credit Agreement shall be effective upon satisfaction of the following
conditions precedent:   51


(a)Execution of
Credit Agreement and Credit Documents.  Receipt by the Administrative Agent of (i) multiple
counterparts of this Credit Agreement, (ii) a Revolving Note for each
Lender and (iii) multiple counterparts of the Collateral Documents, in
each case executed by a duly authorized officer of each party thereto and in
each case conforming to the requirements of this Credit Agreement.  (b)Legal Opinions.  Receipt by the Administrative Agent of
multiple counterparts of opinions of counsel for the Credit Parties relating to
the Credit Documents and the transactions contemplated herein, in form and
substance reasonably satisfactory to the Administrative Agent and the Lenders.  (c)Corporate
Documents.  Receipt of
the following (or their equivalent) for each Credit Party:  (i)Good Standing.  Certificates of good standing, existence or
its equivalent certified as of a recent date by the appropriate governmental
authorities of the state of incorporation and the state in which its chief
executive office is located.  (ii)Organization
Documents, Resolutions, Etc..  (A)copies of the
Organization Documents of each Credit Party certified
to be true and complete as of a recent date by the appropriate Governmental
Authority of the state or other jurisdiction of its incorporation or
organization, where applicable, and certified by a secretary or assistant
secretary of such Credit Party to be true and correct as of the Closing Date;
and  (B)such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Credit Party as the
Administrative Agent may require evidencing the identity, authority and
capacity of each Responsible Officer thereof authorized to act as a Responsible
Officer in connection with this Credit Agreement and the other Credit Documents
to which such Credit Party is a party.  (d)Financial
Information.  Receipt by
the Administrative Agent and the Lenders of each of the financial statements
and related information referenced in Section 6.1(i) and all other
financial information reasonably requested by the Administrative Agent and the
Lenders, in each case in form and substance satisfactory to the Administrative
Agent and the Lenders.  (e)Priority of
Liens.  The Administrative Agent shall
have received satisfactory evidence that (i) the Administrative Agent, on
behalf of the Lenders, holds a perfected, first priority Lien on all Collateral
and (ii) none of the Collateral is subject to any Liens other than
Permitted Liens.  (f)Fees and
Expenses.  Receipt by
the Administrative Agent, the Arranger and the Lenders of all fees and expenses
required to be paid to them on or prior to the Closing Date pursuant to the
Administrative Agents Fee Letter or this Credit Agreement.  Without
limiting the generality of the provisions of the last paragraph of Section 10.4,
for purposes of determining compliance with the conditions specified in this Section 5.1,
each Lender that has signed this Credit Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.   52


5.2Conditions
to All Extensions of Credit.  The obligation
of each Lender to make any Extension of Credit (including the initial Extension
of Credit) is subject to the satisfaction of the following conditions precedent
on the date of making such Extension of Credit:  (a)Representations
and Warranties.  The
representations and warranties made by the Credit Parties herein or in any
other Credit Documents or which are contained in any certificate furnished at
any time under or in connection herewith shall be true and correct in all
material respects on and as of the date of such Extension of Credit as if made
on and as of such date (except for those which expressly relate to an earlier
date and those which are untrue solely as a result of a change permitted by
this Credit Agreement).  (b)No Default or
Event of Default.  No Default
or Event of Default shall have occurred and be continuing on such date or after
giving effect to such Extension of Credit and the application of the proceeds
thereof unless such Default or Event of Default shall have been waived in
accordance with this Credit Agreement.  (c)Request for
Credit Extension.  The
Administrative Agent and, if applicable, the L/C Issuer or the Swingline Lender
shall have received a Request for Extension of Credit in accordance with the
requirements hereof.  Each
Request for Extension of Credit (including extensions of Eurodollar Loans and
conversions of Base Rate Loans into Eurodollar Loans) and each acceptance by
the Borrower of an Extension of Credit (including extensions of Eurodollar
Loans and conversions of Base Rate Loans into Eurodollar Loans) shall be deemed
to constitute a representation and warranty by the Borrower as of the date of
such Extension of Credit that the conditions precedent set forth in this Section 5.2
have been satisfied or waived in accordance with this Credit Agreement.  ARTICLE VI  REPRESENTATIONS AND WARRANTIES  Each
Credit Party represents and warrants to the Administrative Agent and to each
Lender on the Closing Date and on the date of each Extension of Credit
(including extensions of Eurodollar Loans and conversions of Base Rate Loans
into Eurodollar Loans) that:  6.1Financial
Condition.  Each
of the financial statements described below (copies of which have heretofore
been provided to the Administrative Agent for distribution to the Lenders) have
been prepared in accordance with GAAP consistently applied throughout the
periods covered thereby, are complete and correct in all material respects and
present fairly the financial condition and results from operations of the
entities and for the periods specified (subject in the case of interim
company-prepared statements to normal year-end adjustments and the absence of
footnotes):  (i)audited
consolidated balance sheets of the members of the Consolidated Group for the
fiscal year ending December 31, 2007, together with related consolidated
statements of income and cash flows for such fiscal year; and   53


(ii)the financial statements delivered to the Administrative Agent by the
Credit Parties pursuant to Sections 7.1(a) and (b).  6.2No
Changes.  Since December 31,
2007, there has been no circumstance, development or event which has had or
would be reasonably expected to have a Material Adverse Effect.  6.3Organization;
Existence; Compliance with Law.  Each of the members of the Consolidated Group (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization, except to the extent that
the failure to be in good standing would not, in the aggregate, have a Material
Adverse Effect, (b) has the corporate or other necessary power and
authority, and the legal right, to own and operate its Property, to lease the
Property it operates as lessee and to conduct the business in which it is
currently engaged, except to the extent that the failure to have such power,
authority and right would not, in the aggregate, have a Material Adverse
Effect, (c) is duly qualified as a foreign entity and in good standing
under the laws of each jurisdiction where its ownership, lease or operation of
Property or the conduct of its business requires such qualification, other than
in such jurisdictions where the failure to be so qualified and in good standing
would not, in the aggregate, have a Material Adverse Effect, and (d) is in
compliance with its Organizational Documents and all Requirements of Law,
except to the extent that the failure to comply therewith would not, in the
aggregate, be reasonably expected to have a Material Adverse Effect.  6.4Power;
Authorization; Enforceable Obligations.  Each of the members of the Consolidated Group has the
corporate or other necessary power and authority, and the legal right, to make,
deliver and perform the Credit Documents to which it is a partyand has taken
all necessary corporate or other action to authorize the execution, delivery
and performance by it of the Credit Documents to which it is a party.  No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with acceptance of Extensions of Credit
or the making of the Guaranty hereunder or with the execution, delivery or
performance of any Credit Documents by the members of the Consolidated Group
(other than those which have been obtained, such filings as are required by the
Securities and Exchange Commission and to fulfill other reporting requirements
with Governmental Authorities) or with the validity or enforceability of any
Credit Document against the Credit Parties (except such filings as are
necessary in connection with the perfection of the Liens created by such Credit
Documents).  Each Credit Document has
been duly executed and delivered by each Credit Party that is party
thereto.  Each Credit Document
constitutes a legal, valid and binding obligation of each Credit Party that is
a party thereto, enforceable against each such Credit Party in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).  6.5No Legal
Bar.  The execution,
delivery and performance of the Credit Documents, the Borrowings and the use of
the Extensions of Credit does not violate any Requirement of Law, anyOrganizational Documents of any member of the
Consolidated Groupor any Contractual Obligation (except in the case of
leases entered into for branch or office space in the ordinary course of
business, which in the aggregate will not have a Material Adverse Effect) of
any member of the Consolidated Group (except those as to which waivers or
consents have been obtained), and does not result in, or require, the creation
or imposition of any Lien on   54


any
of its Property pursuant to any Requirement of Law, anyOrganizational Documents of any member of the Consolidated Groupor
any Contractual Obligation of any member of the Consolidated Group other than
the Liens arising under or contemplated in connection with the Credit
Documents.  No member of the Consolidated
Group is in default under or with respect to any of its Contractual Obligations
in any respect that would reasonably be expected to have a Material Adverse
Effect.  6.6No
Material Litigation.  No claim,
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the actual knowledge of the
Responsible Officers, threatened by or against, any members of the Consolidated
Group or against any of their respective properties or revenues which (a) purports
to affect the legality, validity or enforceability of any of the Credit
Documents and which is reasonably likely to be adversely determined, or (b) is
reasonably likely to have a Material Adverse Effect.  6.7No
Default.  No Default or Event
of Default has occurred and is continuing.  6.8Ownership
of Property; Liens.  Each of the members of the Consolidated Group has good and marketable
title to, or a valid leasehold interest in, all its Property material to the
Consolidated Group, except to the extent that the failure to do so would not,
in the aggregate, have a Material Adverse Effect; and none of the Property of
the members of the Consolidated Group is subject to any Lien, except for
Permitted Liens.  6.9Intellectual
Property.  Each of the members of the Consolidated Group owns, or has the legal
right to use, all United States trademarks, service marks, trade names,
copyrights, patents, patent rights, franchises, licenses and other intellectual
property rights (the Intellectual Property) except for those the
failure to own or have such legal right to use would not be reasonably expected
to have a Material Adverse Effect.  Set
forth on Schedule 6.9 is a list of all Intellectual Property registered
or pending registration with the United States Copyright Office or the United
States Patent and Trademark Office and owned by a Credit Party as of the
Closing Date.  6.10No
Burdensome Restrictions.  Neither compliance with the Organization Documents of any member of the
Consolidated Group, any Requirement of Law or any Contractual Obligation of any
member of the Consolidated Group would be reasonably expected to have a
Material Adverse Effect.  6.11Taxes.  Each of the members of the Consolidated Group has filed or caused to be
filed all United States federal income tax returns and all other material tax
returns which, to the actual knowledge of any Responsible Officer, are required
to be filed and has paid (a) all taxes shown to be due and payable on said
returns or (b) all taxes shown to be due and payable on any assessments of
which it has received notice made against it or any of its Property and all
other taxes, fees or other charges imposed on it or any of its Property by any
Governmental Authority (other than any (i) taxes, fees or other charges
with respect to which the failure to pay, in the aggregate, would not have a
Material Adverse Effect or (ii) taxes, fees or other charges the amount or
validity of which are currently being contested and with respect to which
reserves in   55


conformity with GAAP have been provided on the books of
such Person), and no tax Lien has been filed (other than tax Liens which, in
the aggregate, would not have a Material Adverse Effect), and, to the actual
knowledge of the Responsible Officers, no claim is being asserted, with respect
to any such tax, fee or other charge (other than such claims which, in the
aggregate, would not have a Material Adverse Effect).  6.12ERISA  (a)Each Plan is in
compliance in all material respects with the applicable provisions of ERISA,
the Internal Revenue Code and other federal or state Laws.  Each Plan that is intended to qualify under Section 401(a) of
the Internal Revenue Code has received a favorable determination letter from
the IRS or an application for such a letter is currently being processed by the
IRS with respect thereto and, to the best knowledge of the Loan Parties,
nothing has occurred which would prevent, or cause the loss of, such
qualification.  Each Loan Party and each
ERISA Affiliate have made all required contributions to each Plan subject to Section 412
of the Internal Revenue Code, and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Internal
Revenue Code has been made with respect to any Plan.  (b)There are no
pending or, to the best knowledge of the Loan Parties, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to
any Plan that could be reasonably be expected to have a Material Adverse
Effect.  There has been no prohibited
transaction or violation of the fiduciary responsibility rules with
respect to any Plan that has resulted or could reasonably be expected to result
in a Material Adverse Effect.  (c)(i)  No
ERISA Event has occurred or is reasonably expected to occur; (ii) no
Pension Plan has any Unfunded Pension Liability; (iii) no Loan Party or
any ERISA Affiliate has incurred, or reasonably expects to incur, any liability
under Title IV of ERISA with respect to any Pension Plan (other than premiums
due and not delinquent under Section 4007 of ERISA); (iv) no Loan
Party or any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability (and no event has occurred which, with the giving of notice under Section 4219
of ERISA, would result in such liability) under Section 4201 or 4243 of
ERISA with respect to a Multiemployer Plan; and (v) no Loan Party or any
ERISA Affiliate has engaged in a transaction that could be subject to Section 4069
or 4212(c) of ERISA.  6.13Governmental
Regulations, Etc.  (a)No part of the proceeds of the Extensions of Credit hereunder will be
used, directly or indirectly, for the purpose of purchasing or carrying any margin
stock within the meaning of Regulation U orto extend credit to others
for the purpose of purchasing or carrying margin stock or to refund
indebtedness originally incurred for such purpose.  If
requested by any Lender or the Administrative Agent, the members of the
Consolidated Group will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form U-1
referred to in said Regulation U.  No
indebtedness being reduced or retired out of the proceeds of the Extensions of
Credit hereunder was or will be incurred for the purpose of purchasing or
carrying any margin stock within the meaning of Regulation U or any margin
security within the meaning of Regulation T. 
Margin stock within the meanings of Regulation U does not constitute
more than 25% of the value of the consolidated assets of the Borrower and its
Subsidiaries.  None of the transactions
contemplated by this Credit Agreement (including, without limitation, the direct
or indirect use of the proceeds of the Loans) will violate or result in a
violation of the Securities Act of 1933, the Exchange Act or Regulation T, U or
X.  (b)None of the members of the Consolidated Group is subject to regulation
under the Federal Power Act or the Investment Company Act of 1940.  In addition, none of the members of the
Consolidated Group is an investment company registered or required to be
registered under the Investment Company Act   56


of 1940, as amended, or is controlled by such a company.  6.14Subsidiaries.  Set forth on Schedule 6.14 are all the Subsidiaries of the
Borrower on the Closing Date and the jurisdiction of their incorporation.  6.15Purpose
of Extensions of Credit.  The proceeds of the Loans will be used by the Borrower solely (a) to
refinance the loans outstanding under the Existing Credit Agreement, (b) to
finance Restricted Payments and (c) for working capital, capital
expenditures and other lawful corporate purposes of the members of the
Consolidated Group.  6.16Environmental
Matters.  Except as would not reasonably be expected to have a Material Adverse
Effect, to the actual knowledge of each Responsible Officer:  (a)Each of the facilities and properties owned, leased or operated by the
members of the Consolidated Group (the Subject Properties) and all
operations at the Subject Properties are in compliance with all applicable
Environmental Laws, and there is no violation of any Environmental Law with
respect to the Subject Properties or the businesses operated by the members of
the Consolidated Group (the Businesses), and there are no conditions
relating to the Businesses or Subject Properties that could give rise to
liability of any member of the Consolidated Group under any applicable Environmental
Laws.  (b)None of the Subject Properties contains, or has previously contained,
any Materials of Environmental Concern at, on or under the Subject Properties
in amounts or concentrations that constitute or constituted a violation of, or
could give rise to liability of any member of the Consolidated Group under,
Environmental Laws.  (c)None of the members of the Consolidated Group has received any written
or verbal notice of, or inquiry from any Governmental Authority regarding, any
violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with
regard to any of the Subject Properties or the Businesses, nor does any
Responsible Officer have actual knowledge that any such notice will be received
or is being threatened.  (d)Materials of Environmental Concern have not been transported or
disposed of from the Subject Properties, or generated, treated, stored or
disposed of at, on or under any of the Subject Properties or any other
location, in each case by or on behalf any members of the Consolidated Group in
violation of, or in a manner that would be reasonably likely to give rise to
liability of any member of the Consolidated Group under, any applicable Environmental
Law.  (e)No judicial proceeding or governmental or administrative action is
pending or, to the actual knowledge of any Responsible Officer, threatened,
under any Environmental Law to which any member of the Consolidated Group is or
will be named as a party, nor are there any consent decrees or other decrees,
consent orders, administrative orders or other orders, or other administrative
or judicial requirements outstanding under any Environmental Law with respect
to any member of the Consolidated Group, the Subject Properties or the
Businesses.  (f)There has been no release or, threat of release of Materials of
Environmental Concern at or from the Subject Properties, or arising from or
related to the operations (including, without limitation,   57


disposal) of any member of the Consolidated Group in
connection with the Subject Properties or otherwise in connection with the
Businesses, in violation of or in amounts or in a manner that could give rise to
liability of any member of the Consolidated Group under Environmental Laws.  6.17Obligations
under Leases.  Each member of the Consolidated Group is current in payments, and is not
otherwise in default, under any lease for office or branch space, except as
would not result in lease payment obligations in excess of $500,000 in the
aggregate for the Consolidated Group as a whole at any time being owing and
unpaid (including amounts in dispute).  6.18Disclosure.  None of the
information, reports, financial statements, exhibits or schedules, taken as a
whole, furnished by or on behalf of any member of the Consolidated Group to the
Administrative Agent or any Lender in connection with the negotiation of the
Credit Documents or included therein or delivered pursuant thereto contained
any material misstatement of fact or omitted to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not materially misleading, provided that to the
extent any such information, report, financial statement, exhibit or schedule
was based upon or constitutes a forecast or projection, each of the Credit
Parties represents only that it acted in good faith and utilized reasonable
assumptions and due care in the preparation of such information, report,
financial statement, exhibit or schedule.  6.19Bank
Accounts.  Set forth onSchedule 6.19is a complete and accurate
list of all bank accounts maintained by a member of the Consolidated Group with
any bank or other financial institution as of the Closing Date.  6.20Solvency.  The Credit Parties are Solvent on a consolidated basis.  6.21Collateral
Matters.  Set forth on Schedule 6.21(a)is the chief
executive office, tax payer identification number and, if applicable,
organizational identification number of each Credit Party as of the Closing
Date.  The exact legal name and state of
organization of each Credit Party is as set forth on the signature pages hereto.  Except as set forth on Schedule 6.21(b),
no Credit Party has during the five years preceding the Closing Date changed
its legal name, changed its state of formation or been party to a merger,
consolidation or other change in structure.  ARTICLE VII  AFFIRMATIVE
COVENANTS  Each Credit
Party covenants and agrees that on the Closing Date, and so long as this Credit
Agreement is in effect or any amounts owing under any Credit Document shall
remain outstanding and until the Commitments have been terminated, the Borrower
shall, and in the case of Sections 7.4, 7.5, 7.6, 7.7, 7.8, 7.10, 7.11, 7.13
and 7.14 shall cause each of its Subsidiaries to:   58


7.1Financial
Statements.  Furnish, or
cause to be furnished, to the Administrative Agent (and the Administrative Agent
shall promptly furnish to the Lenders):  (a)Audited
Financial Statements.  As soon as
available, but in any event within 120 days after the end of each fiscal year,
an audited consolidated balance sheet of the members of the Consolidated Group
as of the end of such fiscal year and the related consolidated statements of
operations, shareholders equity and cash flows for such fiscal year, audited
and accompanied by a report and opinion of PricewaterhouseCoopers, LLP, or
other firm of independent certified public accountants of nationally recognized
standing reasonably acceptable to the Administrative Agent, which report and
opinion shall be prepared in accordance with generally accepted auditing
standards and shall not be subject to a going concern or like qualification
or exception or qualification indicating that the scope of the audit was
inadequate to permit such independent certified public accountants to certify
such financial statements without such qualification.  (b)Company-Prepared
Financial Statements.  As soon as
available, but in any event  (i)within
forty-five (45) days (or, in the case of the fourth fiscal quarter,
seventy-five (75) days) after the end of each fiscal quarter of the members of
the Consolidated Group, unaudited consolidated balance sheets of the
Consolidated Group as of the end of each such fiscal quarter, and consolidated
statements of income and cash flows of the Consolidated Group for such fiscal
quarter, all in reasonable detail and certified by a Responsible Officer of the
Borrower as to the correctness and accuracy of the financial information
contained therein;  (ii)within
forty-five (45) days (or, in the case of the fourth fiscal quarter,
seventy-five (75) days) after the end of each fiscal quarter of the Consolidated
Group, a statement showing the revenue, expenses and Branch Operating Income
for each branch office of the Borrower and its Domestic Subsidiaries (and, if
requested by the Administrative Agent, its Material Foreign Subsidiaries) for
such fiscal quarter, all in reasonable detail and certified by a Responsible
Officer of the Borrower as to the correctness and accuracy of the financial
information contained therein; and  (iii)within
forty-five (45) days (or, in the case of the fourth fiscal quarter, seventy-five
(75) days) after the end of each fiscal quarter of the members of the
Consolidated Group, an aging report of the Transaction Receivables and other
accounts receivable of the Borrower and its Domestic Subsidiaries (and, if
requested by the Administrative Agent, its Material Foreign Subsidiaries);  together
with, in each case, a consolidated balance sheet and consolidated statement of
income showing in comparative form the same information for the Consolidated
Group during the corresponding period or periods of the preceding fiscal year
or the portion of the fiscal year ending with such period, as applicable, in
each case subject to normal year-end audit adjustments.  All
such financial statements shall be complete and correct in all material
respects (subject, in the case of interim statements, to normal year-end audit
adjustments) and shall be prepared in reasonable detail and in accordance with
GAAP applied consistently throughout the periods reflected therein and further
accompanied by a description of, and an estimation of the effect on the
financial statements on account of, any change in the application of accounting
principles as provided in Section 1.3(a).  As
to any information contained in materials furnished pursuant to Section 7.2(e),
the Borrower shall not   59


be
separately required to furnish such information under clause (a) or (b) above,
but the foregoing shall not be in derogation of the obligation of the Borrower
to furnish the information and materials described in clauses (a) and (b) above
at the times specified therein.  7.2Certificates;
Other Information.  Furnish, or
cause to be furnished, to the Administrative Agent (and the Administrative
Agent shall promptly furnish to the Lenders):  (a)Accountants
Certificate and Reports. 
Concurrently with the delivery of the financial statements referred to
in Section 7.1(a), a certificate of the independent certified
public accountants reporting on such financial statements stating that in the
course of performing their audit, nothing came to their attention that caused
them to believe the Borrower was not in compliance with the financial covenants
contained in Section 7.9 below insofar as such covenants relate to
accounting matters, except as specified in such certificate.  (b)Compliance
Certificate. 
Concurrently with the delivery of the annual financial statements
pursuant to Section 7.1(a)and the financial statements
delivered for the period ending on the last day of each fiscal quarter of the
Borrower pursuant to Section 7.1(b), a certificate of a Responsible
Officer in substantially the form of Schedule 7.2 and stating that, to
the best of such Responsible Officers knowledge and belief, (i) the
financial statements fairly present in all material respects the financial
condition of the parties covered by such financial statements during the period
specified therein, (ii) during such period the Credit Parties have
observed or performed in all material respects the covenants and other agreements
hereunder and under the other Credit Documents relating to them, and satisfied
in all material respects the conditions contained in this Credit Agreement to
be observed, performed or satisfied by them, and (iii) such Responsible
Officer has obtained no knowledge of any Default or Event of Default except as
specified in such certificate (each an Compliance Certificate).  Each Compliance Certificate shall include
reasonably detailed calculations that demonstrate compliance with each of the
financial covenants set forth in Section 7.9.  (c)Annual Budget.  By March 1
of each year, an annual business plan and budget of the Borrower and its
Subsidiaries containing, among other things, pro forma financial statements for
each quarter of the next fiscal year;  (d)Accountants
Reports.  Promptly upon receipt, a copy
of any final (as distinguished from a preliminary or discussion draft) management
letter or other similar report submitted by independent accountants or
financial consultants to the members of the Consolidated Group in connection
with any annual, interim or special audit.  (e)SEC Filings.  Promptly after the same are available, copies
of each annual report, proxy or financial statement or other report or
communication sent to the stockholders of the Borrower, and copies of all
annual, regular, periodic and special reports and registration statements which
the Borrower may file or be required to file with the SEC under Section 13
or 15(d) of the Exchange Act;  (f)Intellectual
Property; Bank Accounts. 
Concurrently with the delivery of the annual financial statements
pursuant to Section 7.1(a)and the financial statements
delivered for the period ending on the last day of each fiscal quarter of the
Borrower pursuant Section 7.1(b),a certificate of a Responsible Officer of the Borrower listing (i) all
applications, if any, for Copyrights, Patents or Trademarks (each such term as
defined in the Security Agreement) made since the date of   60


the prior certificate (or, in the case of the first such
certificate, the Closing Date), (ii) all issuances of registrations or
letters on existing applications for Copyrights, Patents and Trademarks (each
such term as defined in the Security Agreement) received since the date of the
prior certificate (or, in the case of the first such certificate, the Closing
Date), (iii) all Trademark Licenses, Copyright Licenses and Patent
Licenses (each such term as defined in the Security Agreement) entered into
since the date of the prior certificate (or, in the case of the first such
certificate, the Closing Date) and (iv)all bank accounts opened by
the Borrower or any Subsidiary with any bank or other financial institution made since the date of the prior certificate (or,
in the case of the first such certificate, the Closing Date).  (g)Other
Information.  Promptly,
such additional financial and other information as the Administrative Agent, at
the request of any Lender, may from time to time reasonably request.  Documents
required to be delivered pursuant to Section 7.1(a)or (b)or
Section 7.2(e)(to the extent any such documents are included
in materials otherwise filed with the SEC) may be delivered electronically and
if so delivered, shall be deemed to have been delivered on the date (i) on
which the Borrower posts such documents, or provides a link thereto on the
Borrowers website on the Internet at the website address listed on Schedule
11.1; or (ii) on which such documents are posted on the Borrowers
behalf on an Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that: (i) the
Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the Borrower shall notify the
Administrative Agent and each Lender (by facsimile or electronic mail) of the
posting of any such documents and if requested by the Administrative Agent
provide to the Administrative Agent by electronic mail electronic versions (i.e.,
soft copies) of such documents. 
Notwithstanding anything contained herein, in every instance the
Borrower shall be required to provide paper copies of the Compliance
Certificates required by Section 7.2(b)to the Administrative
Agent.  Except for such Compliance Certificates,
the Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.  The
Borrower hereby acknowledges that (a) the Administrative Agent and/or the
Arranger will make available to the Lenders and the L/C Issuer materials and/or
information provided by or on behalf of the Borrower hereunder (collectively, Borrower
Materials) by posting the Borrower Materials on IntraLinks or another
similar electronic system (the Platform) and (b) certain of the Lenders
(each a Public Lender) may have personnel who do not wish to receive
material non-public information with respect to the Borrower or its Affiliates,
or the respective securities of any of the foregoing, and who may be engaged in
investment and other market-related activities with respect to such Persons
securities.  The Borrower hereby agrees
that (w) all Borrower Materials that are to be made available to Public
Lenders shall be clearly and conspicuously marked PUBLIC which, at a minimum,
shall mean that the word PUBLIC shall appear prominently on the first page thereof;
(x) by marking Borrower Materials PUBLIC, the Borrower shall be deemed
to have authorized the Administrative Agent, the Arranger, the L/C Issuer and
the Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Borrower or its securities for
purposes of United States federal and state securities laws (provided, however,
that to the extent such Borrower Materials constitute Information, they shall
be treated as set forth in Section 11.12); (y) all Borrower
Materials marked PUBLIC are permitted to be made available through a portion
of the Platform designated as Public Side Information; and (z) the
Administrative Agent and the Arranger shall be entitled to treat any Borrower
Materials that   61


are
not marked PUBLIC as being suitable only for posting on a portion of the
Platform that is not marked as Public Side Information.  Notwithstanding the foregoing, the Borrower
shall be under no obligation to mark any Borrower Materials PUBLIC.  7.3Notices.  Give notice to
the Administrative Agent (which shall promptly transmit such notice to each
Lender) of:  (a)Defaults.  Promptly (and in any event within five (5) Business
Days) after any Responsible Officer has knowledge of the occurrence of any
Default or Event of Default.  (b)Contractual
Obligations.  Promptly
(and in any event within ten (10) Business Days) after any Responsible
Officer has knowledge of the occurrence of any default or event of default
under any Contractual Obligation of any member of the Consolidated Group which
would reasonably be expected to have a Material Adverse Effect.  (c)Legal Proceedings.  Promptly (and in any event within ten (10) Business
Days) after any Responsible Officer has knowledge of any litigation, or any
investigation or proceeding (including without limitation, any environmental
proceeding), or any material development in respect thereof, affecting any
member of the Consolidated Group which, if adversely determined, would
reasonably be expected to have a Material Adverse Effect.  (h)ERISA Event.  Promptly notify the Administrative Agent and
each Lender of the occurrence of any ERISA Event.  (d)Accounting and
Financial Reporting Changes.  Promptly notify the Administrative Agent and
each Lender of any material change in accounting policies or financial
reporting practices by the Borrower or any Subsidiary.  (e)Other.  Promptly (and in any event within ten (10) Business
Days) any other development or event which a Responsible Officer determines
could reasonably be expected to have a Material Adverse Effect.  Each
notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the members of the Consolidated Group propose to take
with respect thereto.  7.4Payment
of Taxes.  Pay and
discharge, as the same shall become due and payable, all its tax liabilities,
assessments and governmental charges or levies upon it or its properties or
assets, unless the same are being contested in good faith by appropriate
proceedings diligently conducted and adequate reserves in accordance with GAAP
are being maintained by the Borrower or such Subsidiary.  7.5Conduct
of Business and Maintenance of Existence.  Continue to
engage in business of the same general type as conducted on the Closing Date by
the members of the Consolidated Group, taken as a whole, and similar or related
businesses (including, without limitation, check cashing and selling and
servicing insurance products and policies provided by third parties); preserve,
renew and keep in full force and effect its legal existence except as otherwise   62


permitted
by this Credit Agreement; take all reasonable action to maintain all rights,
privileges, licenses and franchises necessary or desirable in the normal
conduct of its business except to the extent that failure to comply therewith
would not, in the aggregate, have a Material Adverse Effect; and comply with
all Contractual Obligations, its Organizational Documents and all Requirements
of Law applicable to it except to the extent that failure to comply therewith
would not, in the aggregate, have a Material Adverse Effect.  7.6Maintenance of Property; Insurance.  (a)Maintain,
preserve and protect all of its material properties and equipment necessary in
the operation of its business in good working order and condition, ordinary
wear and tear excepted.  (b)At all times maintain in full force and effect insurance (including
workers compensation insurance, liability insurance, casualty insurance and
business interruption insurance) in such amounts, covering such risks and
liabilities and with such deductibles or self-insurance retentions as are in
accordance with normal industry practice(or as otherwise required by
the Collateral Documents).  7.7Inspection
of Property; Books and Records; Discussions.  (a)Keep proper
books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its businesses and activities.  (b)Permit, during
regular business hours and upon reasonable notice to a Responsible Officer by
the Administrative Agent, the Administrative Agent to visit and inspect any of
its properties and examine and make abstracts (including photocopies) from any
of its books and records (other than materials protected by the attorney-client
privilege and materials which the members of the Consolidated Group may not
disclose without violation of a confidentiality obligation binding upon them)
and to discuss the business, operations, properties and financial and other
condition of the members of the Consolidated Group with officers and employees
of the members of the Consolidated Group and, so long as any discussion takes
place in the presence of a Responsible Officer, with officers and employees of
the members of the Consolidated Group and with the Borrowers independent
certified public accountants.  Prior to
the occurrence of an Event of Default, the costs and expenses of the
Administrative Agent for up to three (3) field audits in any fiscal year
shall be paid by Borrower.  After the
occurrence and during the continuance of an Event of Default hereunder, the
costs and expenses of the Administrative Agent for additional field audits and
inspections shall be paid for by the Borrower.  7.8Environmental
Laws.  (a)Comply in all
material respects with, and take reasonable actions to ensure compliance in all
material respects by all tenants and subtenants, if any, with, all applicable
Environmental Laws and obtain and comply in all material respects with and
maintain, and take reasonable actions to ensure that all tenants and subtenants
obtain and comply in all material respects with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws except to the extent that failure to do so would
not reasonably be expected to have a Material Adverse Effect; and  (b)Conduct and
complete all investigations, studies, sampling and testing, and all remedial,
removal and other actions required under Environmental Laws and promptly comply
in all material respects with all lawful orders and directives of all
Governmental Authorities regarding Environmental Laws except to the extent that
the same are being contested in good faith by appropriate proceedings and the
failure to do or the pendency of such proceedings would not reasonably be
expected to have a   63


Material
Adverse Effect.  7.9Financial
Covenants.  Comply with the
following financial covenants (each of which shall be computed in accordance
with Section 1.3(b), to the extent applicable):  (a)Consolidated Net
Worth.  As of the end of each fiscal
quarter of the Borrower, commencing with the first fiscal quarter ending after
the Closing Date, the Consolidated Net Worth shall not be less than the
sum of (i) $200 million plus (ii) as of the end of each fiscal
quarter of the Borrower, commencing with the fiscal quarter ending March 31,
2008, an amount (but not less than zero) equal to fifty percent (50%) of
Consolidated Net Income for such fiscal quarter, such increases to be
cumulative, plus (iii) an amount equal to one hundred percent
(100%) of net cash proceeds from any Equity Transaction (after payment of all
transaction costs, including expenses and commissions) minus (iv) the
aggregate amount of the Permitted Stock Repurchase.  (b)Consolidated
Total Leverage Ratio. As of the end of each fiscal quarter of the
Borrower, commencing with the first fiscal quarter ending after the Closing
Date, the Consolidated Total Leverage Ratio shall not be greater than 3.5:1.0.  (c)Consolidated
Senior Secured Leverage Ratio. As of the end of each
fiscal quarter of the Borrower, commencing with the first fiscal quarter ending
after the Closing Date, the Consolidated Senior Secured Leverage Ratio shall
not be greater than 2.0:1.0.  (d)Consolidated
Fixed Charge Coverage Ratio. As of the end of each
fiscal quarter of the Borrower, commencing with the first fiscal quarter ending
after the Closing Date, the Consolidated Fixed Charge Coverage Ratio shall not
be less than 1.25:1.0.  (e)Charge-Offs.As of the last day of each
fiscal quarter of the Borrower, the average of the amount of actual charge-offs
(net of recoveries and sales of charged-off receivables) incurred during each
fiscal month ending during the period of twelve consecutive months ending on
such day shall not exceed four and one-half percent (4.50%) of the average of
the amount of the Adjusted Transaction Receivables outstanding at the end of
each fiscal month ending during the period of twelve consecutive months ending
on such day.  7.10Additional
Guaranties and Stock Pledges.  (a)By the date
sixty (60) days after any Person becomes a Domestic Subsidiary (or such later
date as may be agreed by the Administrative Agent), (i) cause such
Domestic Subsidiary to become a Guarantor by execution of a Joinder Agreement, (ii) deliver
with the Joinder Agreement such supporting resolutions, incumbency
certificates, corporate formation and organizational documentation and opinions
of counsel as the Administrative Agent may reasonably request, and (iii) deliver
stock certificates and related pledge agreements or pledge joinder agreements
evidencing the pledge of all of the Capital Stock of such Domestic Subsidiary,
together with undated stock transfer powers executed in blank.Notwithstanding the foregoing, any Subsidiary that is a Special Purpose
Subsidiary shall not be required to comply with clauses (i) and (ii) of
this Section 7.10(a), provided that (A) the Credit
Parties shall, within sixty (60) days after the acquisition and/or formation of
such Subsidiary,deliver certificates representing the Capital Stock of
such Subsidiary and related pledge agreements or pledge joinder agreements
evidencing the pledge of all of the Capital Stock of such Subsidiary, together
with undated transfer powers executed in blank, and (B) if at any time such Subsidiary is not deemed a Special
Purpose Subsidiary, shall within sixty (60) days thereof become a Guarantor by
complying with clauses (i) and (ii) of this Section 7.10(a).   64


(b)By the date
sixty (60) days after any Person becomes a Foreign Subsidiary with Capital
Stock directly owned by any Credit Party (or such later date as may be agreed
by the Administrative Agent), to the extent permitted under applicable law,
deliver stock certificates and related pledge agreements or pledge joinder
agreements evidencing the pledge of 65% (or
such greater percentagethat, due to a change in an applicable law after
the date hereof, (1) could not reasonably be expected to cause the undistributed
earnings of such Foreign Subsidiary as determined for United States federal
income tax purposes to be treated as a deemed dividend to such Foreign
Subsidiarys United States parent and (2) could not reasonably be expected
to cause anymaterial adverse tax
consequences) of the issuedand
outstandingCapital Stock entitled to vote (within the meaning of Treas.
Reg. Section 1.956-2(c)(2)) and 100% of theissued and outstandingCapital Stock not entitled to vote
(within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign
Subsidiary directly owned by any Credit Party to be subject at all times to a
first priority, perfected Lien in favor of the Administrative Agent to secure
the Obligations, together with opinions of counsel and any filings and
deliveries necessary or appropriate, as determined by the Administrative Agent
in its reasonable discretion, in connection therewith to perfect the security
interests therein, all in form and substance reasonably satisfactory to the
Administrative Agent (such pledge agreements and pledge joinder agreements
shall be governed by US law unless otherwise requested by the Administrative
Agent, and if the Administrative Agent requests foreign law pledge agreements
or pledge joinder agreements then the date by which such pledge agreements,
pledge joinder agreements and related opinions of counsel and filings and
deliveries shall be delivered to the Administrative Agent shall be 90 days
after request by the Administrative Agent or such later day as may be agreed by
the Administrative Agent).  7.11Ownership
of Subsidiaries.  The Borrower
shall, directly or indirectly, own at all times 100% of the Capital Stock of
each of its Subsidiaries except to the extent necessary to qualify directors
where required by applicable law or to
satisfy other requirements of applicable law with respect to the ownership of
Capital Stock of Foreign Subsidiaries.  7.12Use of
Proceeds.  Use the Loans
solely for the purposes provided in Section 6.15.  7.13Acknowledgment
of Grant of Security Interest in Deposit Accounts.  Use best efforts to obtain a deposit account control agreement from
each financial institution (other than any Lender) with which the Borrower or
any Subsidiary maintains any deposit account which agreement shall be in form
and substancereasonably satisfactory
to the Administrative Agent.  ARTICLE VIII  NEGATIVE
COVENANTS  Each Credit
Party covenants and agrees that on the Closing Date, and so long as this Credit
Agreement is in effect or any amounts owing under any Credit Document shall
remain outstanding and until the Commitments have been terminated, no member of
the Consolidated Group shall:  8.1Indebtedness.  Contract,
create, incur, assume or permit to exist any Indebtedness, except:   65


(a)Indebtedness
arising or existing under this Credit Agreement and the other Credit Documents;  (b)Indebtedness
set forth in Schedule 8.1, and renewals, refinancings and extensions
thereof on terms and conditions consistent with then prevailing market
standards for such existing Indebtedness;  (c)purchase money
Indebtedness (including Capital Lease Obligations) incurred after the Closing
Date to provide all or a portion of the purchase price or costs of construction
of an asset or, in the case of a sale/leaseback transaction as described in Section 8.8,
to finance the value of such asset owned by a member of the Consolidated Group,
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/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 balance outstanding thereon at the time of such refinancing, and (iii) the
total amount of all such Indebtedness shall not exceed $2,500,000 at any time
outstanding;  (d)Indebtedness
owing under Swap Contracts, provided that such Swap Contracts are (or
were) entered into by such Person in the ordinary course of business for the
purpose of directly mitigating risks associated with liabilities, commitments,
investments, assets, or property held or reasonably anticipated by such Person,
or changes in the value of securities issued by such Person, and not for
purposes of speculation or taking a market view;  (e)Indebtedness
owing under Treasury Management Agreements;  (f)unsecured
intercompany Indebtedness owing by a member of the Consolidated Group to
another member of the Consolidated Group;  (g)Subordinated
Debt provided that after giving effect to the incurrence of such
Subordinated Debt on a Pro Forma Basis, the Borrower would be in compliance
with the financial covenants in Section 7.9 as of the most recent
fiscal quarter end for which the Administrative Agent has received the
Compliance Certificate required by Section 7.2(b);  (h)Securitization
Transactions approved in writing by the Required Lenders;  (i)mortgage Indebtedness of Church & Commerce, LLCincurred to
purchase the Specified Real Property in an aggregate principal not to exceed
$6,600,000 at any time outstanding and renewals, refinancings and extensions
thereof, provided that any such renewal, refinancing or extension shall
not increase the principal amount of such Indebtedness outstanding at the time
of such renewal, refinancing or extension;  (j)Indebtedness
consisting of deferred purchase priceobligations (including, without limitation, earnout payment obligations)
relating to Acquisitions permitted by Section 8.4;  (k)Indebtedness of
Specified Foreign Subsidiaries, provided that the aggregate principal
amount of such Indebtedness shall not exceed $50 million at any time
outstanding;  (l)Indebtedness of
a Person acquired in an Acquisition permitted
by Section 8.4, provided that (i) such
Indebtedness existed at the time of such Acquisition and (ii) after giving
effect to the incurrence of such Indebtedness on a Pro Forma Basis (treating
such Indebtedness as   66


being
incurred on the date of consummation of such Acquisition), the Borrower would
be in compliance with the financial covenants in Section 7.9as of the most
recent fiscal quarter end for which the Administrative Agent has received the
Compliance Certificate required by Section 7.2(b);  (m)Support
Obligations of Indebtedness permitted under this Section 8.1; and  (n)other unsecured
Indebtedness of the Borrower of up to $1,500,000 in the aggregate at any time outstanding.  Notwithstanding
the foregoing, any Special Purpose Subsidiary shall not contract, create,
incur, assume or permit to exist any Indebtedness except Indebtedness permitted
by Section 8.1(i).  8.2Liens.  Contract,
create, incur, assume or permit to exist any Lien with respect to any of its
Property, whether now owned or hereafter acquired, except for Permitted Liens.  8.3Consolidation,
Merger, Divestiture, etc.  (a)Enter into a
transaction of merger or consolidation, except  (i)a member of the
Consolidated Group may be a party to a transaction of merger or consolidation
with another member of the Consolidated Group, provided that (A) if
the Borrower is a party thereto, the Borrower shall be the surviving
corporation, (B) if a Guarantor is a party thereto and the Borrower is not
a party thereto, the surviving entity shall be either a Guarantor or a Domestic
Subsidiary that becomes a Guarantor pursuant to Section 7.10(a)concurrently
therewith, (C) no Default or Event of Default shall exist either
immediately prior to or immediately after giving effect thereto and (D) in
the case of the merger or consolidation involving the Borrower or any Domestic
Subsidiary, the Borrower shall provide ten (10) days prior written notice
to the Administrative Agent; and  (ii)a Subsidiary of
the Borrower may be a party to a transaction of merger or consolidation with
any Person (other than a member of the Consolidated Group) in connection with
an Acquisition permitted under Section 8.4 and a Divestiture
permitted under Section 8.3(b).  (b)Make any
Divestiture (other than a sale of Securitization Receivables in connection with
a Securitization Transaction approved in writing by the Required Lenders)
which:  (i)in any instance
(including any series of related transactions comprising a Divestiture) shall
be of Property (or of a Person owning Property) constituting more than
$1,000,000; or  (ii)in the
aggregate in any fiscal year shall be of Property (or of a Person owning
Property) constituting more than $2,500,000;  providedin the case of
any Divestiture permitted under subsections (i) and (ii) above, after
giving effect thereto on a Pro Forma Basis (x) the Borrower would be in
compliance with the financial covenants in Section 7.9 as of the
most recent fiscal quarter end for which the Administrative Agent has received
the Compliance Certificate required by Section 7.2(b); and (y) no
Default or Event of Default shall exist.    67


(c)In the case of
the Borrower, liquidate, wind-up or dissolve, whether voluntarily or involuntarily
(or suffer to permit any such liquidation or dissolution).  Any consent of
the Required Lenders requested by the Borrower in connection with a Divestiture
not otherwise permitted under this Section 8.3 shall not be arbitrarily
withheld or unreasonably delayed.  8.4Acquisitions.  Make any
Acquisition unless  (a)the aggregate
cash and non-cash consideration (including, without limitation, the aggregate
principal amount of assumed Indebtedness, the
Borrowers good faith estimate of the amount of all deferred purchase price
obligations (including, without limitation, earnout payment obligations) and
the fair market value of all Capital Stock of the Borrower as determined in
accordance with any related acquisition agreement)payable in respect of
all Acquisitions shall not exceed $100 million during the term of this Credit
Agreement; provided that if after giving effect to any Acquisition on a
Pro Forma Basis the Consolidated Total Leverage Ratio would not exceed 3.0:1.0
as of the most recent fiscal quarter end for which the Administrative Agent has
received the Compliance Certificate required by Section 7.2(b),
then such Acquisition may cause the aggregate cash and non-cash consideration
payable in respect of all Acquisitions to exceed such $100 million limit but
shall not in any event cause the aggregate cash and non-cash consideration
payable in respect of all Acquisitions to exceed $175 million during the term
of this Credit Agreement;  (b)the Board of
Directors of the Person which is, or whose Property is, the subject of such
Acquisition shall have approved such Acquisition;  (c)the aggregate
cash and non-cash consideration (including, without limitation, the aggregate
principal amount of assumed Indebtedness, the
Borrowers good faith estimate of the amount of all deferred purchase price
obligations (including, without limitation, earnout payment obligations) and
the fair market value of all Capital Stock of the Borrower as determined in
accordance with any related acquisition agreement)payable in respect of
all Acquisitions of Persons that are not incorporated or organized under the
Laws of any State of the United States of America or the District of Columbia
or Property that is located outside of the United States of America shall not exceed
$50 million during the term of this Credit Agreement; and  (d)after giving
effect to such Acquisition (and the incurrence of Funded Debt in connection
therewith) on a Pro Forma Basis, (A) the Borrower would be in compliance
with the financial covenants in Section 7.9 as of the most recent
fiscal quarter end for which the Administrative Agent has received the
Compliance Certificate required by Section 7.2(b); and (B) no
Default or Event of Default shall exist.  8.5Investments.  Make any
Investment in any Person except for Permitted Investments.  8.6Change in
Fiscal Year; Change in Legal Name or State of Formation; Amendment to
Organization Documents.  (a)Change its
fiscal year from a December 31 fiscal year end.   68


(b)Change its
legal name or state of formation unless it has provided ten (10) days
prior written notice to the Administrative Agent.  (c)Amend its
Organization Documents in a manner materially adverse to the Lenders.  8.7Restricted
Payments.  Make or permit
any Restricted Payments, other than:  (a)quarterly
dividends by the Borrower provided that:  (i)the aggregate
amount of dividends paid in any fiscal quarter shall not exceed the greater of:  (A)fifty percent
(50%) of the Consolidated Net Income for the most recently ended fiscal
quarter; and  (B)$0.125 (such
amount to be adjusted for any stock dividends, stock splits, reverse stock
splits and similar transactions) multiplied by the lesser of (x) the
number of outstanding share of Capital Stock of the Borrower and (y) 73
million (such amount to be adjusted for any stock dividends, stock splits,
reverse stock splits and similar transactions); and  (ii)after giving
effect to such dividends (and the incurrence of Funded Debt in connection
therewith) on a Pro Forma Basis, (A) the Borrower would be in compliance
with the financial covenants in Section 7.9 as of the most recent
fiscal quarter end for which the Administrative Agent has received the
Compliance Certificate required by Section 7.2(b); and (B) no
Default or Event of Default shall exist;  (b)the Permitted
Stock Repurchase provided that after giving effect to such Permitted
Stock Repurchase (and the incurrence of Funded Debt in connection therewith) on
a Pro Forma Basis, (i) the Borrower would be in compliance with the
financial covenants in Section 7.9 as of the most recent fiscal
quarter end for which the Administrative Agent has received the Compliance
Certificate required by Section 7.2(b); and (ii) no Default or
Event of Default shall exist; and  (c)the Borrower
may repurchase shares of its Capital Stock held by any employee, officer or
director upon the termination of employment of such employee, officer or
director or in connection with the payment of tax liability or withholding
related to restricted Capital Stock of any employee, officer or director, provided
that (i) after giving effect to such repurchase (and the incurrence of
Funded Debt in connection therewith) on a Pro Forma Basis, (A) the
Borrower would be in compliance with the financial covenants in Section 7.9
as of the most recent fiscal quarter end for which the Administrative Agent has
received the Compliance Certificate required by Section 7.2(b)and
(B) no Default or Event of Default shall exist and (ii) the aggregate
amount of all such repurchases shall not exceed $1.5 million during the term of
this Credit Agreement.  8.8Sale
Leasebacks.  Except as
permitted pursuant to Section 8.1(c)hereof, directly or
indirectly, become or remain liable as lessee or as guarantor or other surety
with respect to any lease, whether an Operating Lease or a   69


Capital
Lease, of any Property, whether now owned or hereafter acquired, (i) which
such Person has sold or transferred or is to sell or transfer to any other
Person other than a member of the Consolidated Group or (ii) which such
Person intends to use for substantially the same purpose as any other Property
which has been sold or is to be sold or transferred by such Person to any other
Person in connection with such lease.  8.9No
Further Negative Pledges.  Enter into, or
permit to exist, any Contractual Obligation that (a) encumbers or
restricts the ability of the Borrower or any Domestic Subsidiary to pledge itsProperty to secure the
Obligations or any renewals, refinancings, exchanges, refundings or extension
thereof, except for (i) any document
or instrument governing Indebtedness incurred pursuant to Section 8.1(c),provided that any such restriction contained therein relates only
to the asset or assets constructed or acquired in connection therewith, (ii) any document or instrument governing Indebtedness
incurred pursuant to Section 8.1(i),  provided that
any such restriction contained therein relates only to the Specified Real
Property, (iii) any Permitted Lien or any document or instrument governing
any Permitted Lien, provided that any such restriction contained
therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary
restrictions and conditions contained in any agreement relating to the sale of
any property permitted underSection 8.3(b)pending the consummation
of such sale, (v) any document or
instrument governing Indebtedness incurred pursuant to Section 8.1(l),
(vi) any document or instrument governing any Securitization Transaction,provided that any such
restriction relates only to the applicable Securitization Receivables actually
sold, conveyed or otherwise contributed pursuant to such Securitization
Transaction and (vii) customary restrictions contained in any contract,
lease or governmental approval, consent, license or permit obtained and entered
into in the ordinary course of business, provided that any such
restriction relates only to such contract, lease or governmental approval,
consent, license or and permit, (b) encumbers or restricts the ability of
the Borrower or any Domestic Subsidiary to act
as a Loan Party pursuant to the LoanDocuments or any renewals,
refinancings, exchanges, refundings or extension thereof or (c) requires the grant of any security for any
obligation if such property is given as security for the Obligations.  8.10Transactions
with Affiliates.  Enter
into or permit to exist any transaction or
series of transactions with any Affiliate of such Person other than (a) transactions
between Credit Parties, (b) intercompany transactions expressly permitted
by this Credit Agreement, (c) customary compensation and reimbursement of
expenses of officers and directors and (d) except as otherwise specifically
limited in this Credit Agreement, other transactions which are entered into in
the ordinary course of such Persons business on terms and conditions
substantially as favorable to such Person as would be obtainable by it in a
comparable arms-length transaction with a Person other than an Affiliate.  8.11Subordinated
Debt.  (a)Except as may be expressly agreed to by the Administrative Agent in any
subordination agreement, intercreditor agreement or like agreement executed by
the Administrative Agent in connection with the applicable Subordinated Debt,
amend or modify any Subordinated Debt if such amendment or modification would
add or change any terms in a manner adverse to the Borrower or any Subsidiary
(including, without limitation, any amendment or modification that would
shorten the final maturity or average life to maturity or require any payment
to be made sooner than originally scheduled or increase the interest rate
applicable thereto).  (b)Except as may be expressly agreed to by the Administrative Agent in any
subordination agreement, intercreditor agreement or like agreement executed by
the Administrative Agent in connection   70


with the applicable Subordinated Debt, make (or give any
notice with respect thereto) any voluntary or optional payment or prepayment or
redemption or acquisition for value of (including without limitation, by way of
depositing money or securities with the trustee with respect thereto before due
for the purpose of paying when due), refund, refinance or exchange of any
Subordinated Debt.  (c)Make any payment of principal or interest on any Subordinated Debt in
violation of the subordination provisions of such Subordinated Debt.  ARTICLE IX  EVENTS OF
DEFAULT AND REMEDIES  9.1Events of
Default.  An Event of
Default shall exist upon the occurrence of any of the following specified
events (each an Event of Default):  (a)Payment.  Any Credit Party shall  (i)default in the
payment on the due date of any principal of any of the Loans, or  (ii)default, and
such default shall continue for three (3) or more Business Days, in the
payment when due of any reimbursement obligations arising from drawings under
Letters of Credit, or of any interest on the Loans or on any reimbursement
obligations arising from drawings under Letters of Credit, or of any fees or
other amounts owing hereunder, under any of the other Credit Documents or in
connection herewith or therewith; or  (b)Representations.  Any representation, warranty or statement
made or deemed to be made herein, in any of the other Credit Documents, or in
any statement or certificate delivered or required to be delivered pursuant
hereto or thereto shall prove untrue in any material respect on the date as of
which it was made or deemed to have been made (other than those which are
untrue solely as a result of changes permitted by this Credit Agreement); or  (c)Covenants.  (i)Default in the
due performance or observance of any term, covenant or agreement contained in Section 7.3(a),
7.7(b), 7.9, 7.12 or 8.1 through 8.11,
inclusive, or  (ii)Default in the
due performance or observance of any term, covenant or agreement (other than
those referred to in subsections (a), (b) or (c)(i) of this Section 9.1)
contained in this Credit Agreement or any other Credit Document and such
default shall continue unremedied for a period of at least 30 days after the
earlier of a Responsible Officer becoming aware of such default or notice
thereof by the Administrative Agent; or  (d)Invalidity of
Credit Documents.  Except as
to any Credit Party which is dissolved, released or merged or consolidated out
of existence as the result of or in connection with a dissolution, merger or
disposition permitted by Section 8.3, any Credit Document shall
fail to be in full force and effect or to give the Administrative Agent and/or
the Lenders any material part of the Liens, rights, powers and privileges
purported to be created thereby; or any Credit Party contests in any manner the
validity or enforceability of any Credit Document; or any Credit Party denies
that it has any or further liability or obligation under any Credit Document,
or purports to revoke, terminate or rescind any Credit   71


Document;
or  (e)Bankruptcy, etc.  Any Bankruptcy Event shall occur with respect
to any Credit Party or any Material Foreign Subsidiary; or  (f)Defaults under
Other Indebtedness.  With
respect to any Indebtedness (other than Indebtedness outstanding under this
Credit Agreement) in excess of $1,000,000 in the aggregate for the Consolidated
Group taken as a whole, (A) (1) any Credit Party shall default in any
payment (beyond the applicable grace period with respect thereto, if any) with
respect to any such Indebtedness, or (2) the occurrence and continuance of
a default in the observance or performance relating to such Indebtedness or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event or condition shall occur or condition exist, the
effect of which default or other event or condition is to cause, or permit, the
holder or holders of such Indebtedness (or trustee or agent on behalf of such
holders) to cause (determined without regard to whether any notice or lapse of
time is required), any such Indebtedness to become due prior to its stated
maturity; or (B) any such Indebtedness shall be declared due and payable,
or required to be prepaid other than by a regularly scheduled required
prepayment, prior to the stated maturity thereof; or  (g)Judgments.  Any member of the Consolidated Group shall
fail within 30 days of the date due and payable to pay, bond or otherwise
discharge any judgment, settlement or order for the payment of money which
judgment, settlement or order, when aggregated with all other such judgments,
settlements or orders due and unpaid at such time, exceeds $1,000,000, and
which is not stayed on appeal (or for which no motion for stay is pending) or
is not otherwise being executed; or  (h)ERISA.  (i) An ERISA Event occurs with respect
to a Pension Plan or Multiemployer Plan which has resulted or could reasonably
be expected to result in liability of the Borrower under Title IV of ERISA
to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in
excess of the Threshold Amount, or (ii) the Borrower or any ERISA
Affiliate fails to pay when due, after the expiration of any applicable grace
period, any installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multiemployer Plan in an aggregate amount in excess of the
Threshold Amount; or  (j)Subordination Debt Documentation.The subordination provisions
of the documents evidencing or governing
any Subordinated Debtshall, in whole or in part, terminate, cease to be
effective or cease to be legally valid, binding and enforceable against any
holder of the applicable Subordinated Debt.  (k)Ownership.  There shall occur a Change of Control.  9.2Remedies
Upon Event of Default.  Upon
the occurrence and during the continuation of any Event of Default, the
Administrative Agent shall, upon the request and direction of, or may, with the
consent of, the Required Lenders, by written notice to the Credit Parties take
any or all of the following actions:  (a)declare the
commitment of each Lender to make Loans and any obligation of the L/C Issuer to
make L/C Extension of Credits to be terminated, whereupon such commitments and
obligation shall be terminated;  (b)declare the
unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Credit   72


Document
to be immediately due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived by the
Borrower;  (c)require that
the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the
then outstanding principal amount thereof); and  (d)exercise on
behalf of itself, the Lenders and the L/C Issuer all rights and remedies
available to it, the Lenders and the L/C Issuer under the Credit Documents;  provided, however,
that upon the occurrence of an actual or deemed entry of an order for relief with
respect to the Borrower under the Bankruptcy Code of the United States, the
obligation of each Lender to make Loans and any obligation of the L/C Issuer to
make L/C Extension of Credits shall automatically terminate, the unpaid
principal amount of all outstanding Loans and all interest and other amounts as
aforesaid shall automatically become due and payable, and the obligation of the
Borrower to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of the
Administrative Agent or any Lender.  9.3Application
of Funds.  After
the exercise of remedies provided for in Section 9.2 (or after the
Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set
forth in the proviso to Section 9.2), any amounts received on
account of the Obligations shall be applied by the Administrative Agent in the
following order:  First, to payment of that portion of the Obligations
constituting fees, indemnities, expenses and other amounts (including fees,
charges and disbursements of counsel to the Administrative Agent and amounts
payable under Article III) payable to the Administrative Agent in
its capacity as such pursuant to the Loan Documents;  Second, to payment of that portion of the Obligations
constituting fees, indemnities and other amounts (other than principal,
interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer
pursuant to the Loan Documents (including fees, charges and disbursements of
counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III),
ratably among them in proportion to the respective amounts described in this
clause Second payable to them;  Third, to payment of that portion of the Obligations
constituting accrued and unpaid Letter of Credit Fees and interest on the Loans
and L/C Borrowings and fees, premiums and
scheduled periodic payments, and any interest accrued thereon, due under any
Swap Contract between the Borrower or any Subsidiary and any Lender or any
Affiliate of a Lender to the extent such Swap Contract is permitted by Section 8.1(d),
ratably among the Lenders (and, in the case of such Swap Contracts,
Affiliates of Lenders) and the L/C Issuer in proportion to the respective
amounts described in this clause Third held by them;  Fourth, to (a) payment of that portion of the
Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment
of breakage, termination or other payments,
and any interest accrued thereon, due under any Swap Contract between the
Borrower or any Subsidiary and any Lender or any Affiliate of a Lender to the
extent such Swap Contract is permitted by Section 8.1(d), (c) payments
of amounts due under any Treasury
Management Agreement between the Borrower or any Subsidiary and any Lender or
any Affiliate of a Lender and (d) Cash Collateralize that portion
of L/C Obligations comprised of the aggregate undrawn amount of   73


Letters
of Credit, ratably among the Lenders (and, in the case of such Swap Contracts
and Treasury Management Agreements, Affiliates of Lenders) and the L/C Issuer
in proportion to the respective amounts described in this clause Fourth
held by them; and  Last, the balance, if any, after all of the Obligations
have been indefeasibly paid in full, to the Borrower or as otherwise required
by Law.  Subject
to Section 2.3(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fourth above
shall be applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit
as Cash Collateral after all Letters of Credit have either been fully drawn or
expired, such remaining amount shall be applied to the other Obligations, if
any, in the order set forth above.  ARTICLE X  ADMINISTRATIVE
AGENT  10.1Appointment
and Authority.  Each of the Lenders and the L/C Issuer hereby
irrevocably appoints Bank of America to act on its behalf as the Administrative
Agent hereunder and under the other Credit Documents 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 or
thereof, together with such actions and powers as are reasonably incidental
thereto.  The provisions of this Article are
solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and no Credit Party shall have rights as a third party beneficiary of
any of such provisions.  The Administrative Agent shall also act as the collateral
agent under the Credit Documents, and each of the Lenders (in its
capacities as a Lender and Swingline Lender (if applicable)) and the L/C Issuer
hereby irrevocably appoints and authorizes the Administrative Agent to act as
the agent of such Lender and the L/C Issuer for purposes of acquiring, holding
and enforcing any and all Liens on Collateral granted by any of the Credit
Parties to secure any of the Obligations, together with such powers and
discretion as are reasonably incidental thereto.  In this connection, the Administrative Agent,
as collateral agent and any co-agents, sub-agents and attorneys-in-fact
appointed by the Administrative Agent pursuant to Section 10.5 for
purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Collateral Documents, or for exercising any rights
and remedies thereunder at the direction of the Administrative Agent), shall be
entitled to the benefits of all provisions of this Article X and Article XI
(including Section 11.5(c), as though such co-agents, sub-agents
and attorneys-in-fact were the collateral agent under the Credit Documents)
as if set forth in full herein with respect thereto.  10.2Rights as
a Lender.  The
Person 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 the term Lender or Lenders
shall, unless otherwise expressly indicated or unless the context otherwise
requires, include the Person serving as the Administrative Agent hereunder in
its individual capacity.  Such Person and
its Affiliates may accept deposits from, lend money to, act as the financial
advisor or in any other advisory capacity for and generally engage in any kind
of business with the Borrower or any Subsidiary or other Affiliate thereof as
if such Person were not the Administrative Agent hereunder and without any duty
to account therefor to the Lenders.   74


10.3Exculpatory
Provisions.  The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Credit Documents.  Without limiting the generality of the
foregoing, the Administrative Agent:  (a)shall not be
subject to any fiduciary or other implied duties, regardless of whether a
Default or Event of Default has occurred and is continuing;  (b)shall not have
any duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated hereby or by the
other Credit Documents that the Administrative Agent is required to exercise as
directed in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be expressly provided for herein or in the other Credit
Documents), provided that the Administrative Agent shall not be required
to take any action that, in its opinion or the opinion of its counsel, may
expose the Administrative Agent to liability or that is contrary to any Credit
Document or applicable Law; and  (c)shall not,
except as expressly set forth herein and in the other Credit Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to any Credit Party or any of its Affiliates that is
communicated to or obtained by the Person serving as the 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 (i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 11.6 and 9.2) or (ii) in
the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not
to have knowledge of any Default or Event of Default unless and until notice
describing such Default or Event of Default is given to the Administrative
Agent by the Borrower, a Lender or the L/C Issuer.  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 Credit Agreement or any other Credit Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance
or observance of any of the covenants, agreements or other terms or conditions
set forth herein or therein or the occurrence of any Default or Event of
Default, (iv) the validity, enforceability, effectiveness or genuineness
of this Credit Agreement, any other Credit Document or any other agreement,
instrument or document,or the creation, perfection or priority of any Lien
purported to be created by the Collateral Documents, (v) the value or the
sufficiency of any Collateral, or (vi) the satisfaction of any condition
set forth in Article V or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative
Agent.  10.4Reliance
by 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 (including any electronic
message, Internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by
the proper Person.  The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by   75


it
to have been made by the proper Person, and shall not incur any liability for
relying thereon.  In determining
compliance with any condition hereunder to the making of a Loan, or the
issuance of a Letter of Credit, that by its terms must be fulfilled to the
satisfaction of a Lender or the L/C Issuer, the Administrative Agent may
presume that such condition is satisfactory to such Lender or the L/C Issuer
unless the Administrative Agent shall have received notice to the contrary from
such Lender or the L/C Issuer prior to the making of such Loan or the issuance
of such Letter of Credit.  The
Administrative Agent may consult with legal counsel (who may be counsel for the
Credit Parties), 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.  10.5Delegation
of Duties.  The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Credit Document 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 of its duties and exercise its rights and powers by or
through their respective Related Parties. 
The exculpatory provisions of this Article 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.  10.6Resignation
of Administrative Agent.  The
Administrative Agent may at any time give notice of its resignation to the
Lenders, the L/C Issuer and the Borrower. 
Upon receipt of any such notice of resignation, the Required Lenders
shall have the right, in consultation with the Borrower, to appoint a successor,
which shall be a bank with an office in the United States, or an Affiliate of
any such bank with an office in the United States.  If no such 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 L/C Issuer, appoint a successor Administrative Agent meeting
the qualifications set forth above; provided that if the Administrative
Agent shall notify the Borrower and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (a) the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the other Credit Documents (except that in the case of any collateral security
held by the Administrative Agent on behalf of the Lenders or the L/C Issuer
under any of the Credit Documents, the retiring Administrative Agent shall
continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (b) all payments, communications
and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender and the L/C Issuer directly,
until such time as the Required Lenders appoint a successor Administrative
Agent as provided for above in this Section. 
Upon the acceptance of a successors appointment as Administrative Agent
hereunder, such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring (or retired)
Administrative Agent, and the retiring Administrative Agent shall be discharged
from all of its duties and obligations hereunder or under the other Credit
Documents (if not already discharged therefrom as provided above in this
Section).  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 retiring
Administrative Agents resignation hereunder and under the other Credit
Documents, the provisions of this Article and Section 11.5 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 the retiring Administrative Agent
was acting as Administrative Agent.   76


Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall
also constitute its resignation as L/C Issuer and Swingline Lender.  Upon the acceptance of a successors
appointment as Administrative Agent hereunder, (i) such successor shall
succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring L/C Issuer and Swingline Lender, (ii) the retiring
L/C Issuer and Swingline Lender shall be discharged from all of their
respective duties and obligations hereunder or under the other Credit
Documents, and (iii) the successor L/C Issuer shall issue letters of
credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or make other arrangements satisfactory to the retiring
L/C Issuer to effectively assume the obligations of the retiring L/C Issuer
with respect to such Letters of Credit.  10.7Non-Reliance
on Administrative Agent and Other Lenders.  Each
Lender and the L/C Issuer acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender or any of their
Related Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Credit
Agreement.  Each Lender and the L/C
Issuer also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender or any of their Related Parties
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 Credit Agreement, any other Credit Document or any
related agreement or any document furnished hereunder or thereunder.  10.8No Other
Duties; Etc.  Anything
herein to the contrary notwithstanding, none of the bookrunners, arrangers,
syndication agents, documentation agents or co-agents shall have any powers,
duties or responsibilities under this Credit Agreement or any of the other
Credit Documents, except in its capacity, as applicable, as the Administrative
Agent, a Lender or the L/C Issuer hereunder.  10.9Administrative
Agent May File Proofs of Claim.  In
case of the pendency of any proceeding under any Debtor Relief Law or any other
judicial proceeding relative to any Credit Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:  (a)to file and
prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other Obligations
arising under the Credit Documents that are owing and unpaid and to file such
other documents as may be necessary or advisable in order to have the claims of
the Lenders, the L/C Issuer and the Administrative Agent (including any claim
for the reasonable compensation, expenses, disbursements and advances of the
Lenders, the L/C Issuer and the Administrative Agent and their respective
agents and counsel and all other amounts due the Lenders, the L/C Issuer and
the Administrative Agent under Sections 2.3(i)and (j), 2.9
and 11.5) allowed in such judicial proceeding; and  (b)to collect and
receive any monies or other property payable or deliverable on any such claims
and to distribute the same;   77


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent
and, if the Administrative Agent shall consent to the making of such payments
directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other
amounts due the Administrative Agent under Sections 2.9 and 11.5.  Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or the L/C Issuer to
authorize the Administrative Agent to vote in respect of the claim of any
Lender or the L/C Issuer in any such proceeding.  10.10Collateral
and Guaranty Matters.  The Lenders and the L/C Issuer irrevocably authorize
the Administrative Agent, at its option and in its discretion,  (a)to release any
Lien on any Property granted to or held by the Administrative Agent under any
Credit Document (i) upon termination of the Aggregate Revolving
Commitments and payment in full of all Obligations (other than contingent
indemnification obligations) and the expiration or termination of all Letters
of Credit (other than Letters of Credit as to which other arrangements
satisfactory to the Administrative Agent and the L/C Issuer shall have been
made), (ii) that is transferred or to be transferred as part of or in
connection with any Divestiture permitted hereunder or under any other Credit
Document or any Involuntary Divestiture, or (iii) as approved in accordance withSection 11.6;  (b)to subordinate
any Lien on any Property granted to or held by the Administrative Agent under
any Credit Document to the holder of any Lien on such Property that is
permitted by clause (i) of the definition of Permitted Liens; and  (c)to release any
Guarantor from its obligations under the Guaranty if such Person ceases to be a
Subsidiary as a result of a transaction permitted hereunder.  Upon request by the Administrative Agent at any
time, the Required Lenders will confirm in writing the Administrative Agents
authority to release or subordinate its interest in particular types or items of
Property, or to release any Guarantor from its obligations under the Guaranty,
pursuant to this Section 10.10.  ARTICLE XI  MISCELLANEOUS  11.1Notices;
Effectiveness; Electronic Communications.  (a)Notices
Generally.  Except in
the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in subsection (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 facsimile as follows, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be
made to the applicable telephone number, as follows:   78


(i)if to the
Borrower or any other Credit Party, the Administrative Agent, the L/C Issuer or
the Swingline Lender, to the address, facsimile number, electronic mail address
or telephone number specified for such Person on Schedule 11.1; and  (ii)if to any other
Lender, to the address, facsimile number, electronic mail address or telephone
number specified in its Administrative Questionnaire (copies of which the
Administrative Agent shall deliver to the Borrower).  Notices
and other communications sent by hand or overnight courier service, or mailed
by certified or registered mail, shall be deemed to have been given when
received; notices and other communications sent by facsimile shall be deemed to
have been given when sent (except that, if not given during normal business
hours for the recipient, shall be deemed to have been given at the opening of
business on the next business day for the recipient).  Notices and other communications delivered
through electronic communications to the extent provided in subsection (b) below,
shall be effective as provided in such subsection (b).  Notwithstanding the foregoing, notices and
other communications to the Borrower pursuant to Section 9.1 shall
not be effective until actually received by the Borrower  (b)Electronic
Communications.  Notices and
other communications to the Lenders and the L/C Issuer hereunder may be
delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent, provided that the foregoing shall not apply to
notices to any Lender or the L/C Issuer pursuant to Article II if
such Lender or the L/C Issuer, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by
electronic communication.  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.  Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
senders receipt of an acknowledgement from the intended recipient (such as by
the return receipt requested function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient,
such notice or communication shall be deemed to have been sent at the opening
of business on the next business day for the recipient, and (ii) notices
or communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that
such notice or communication is available and identifying the website address
therefor.  (c)The Platform.  THE PLATFORM IS PROVIDED AS IS AND AS
AVAILABLE.  THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER
MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR
ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM.  In no event
shall the Administrative Agent or any of its Related Parties (collectively, the
Agent Parties) have any liability to the Borrower, any Lender, the L/C
Issuer or any other Person for losses, claims, damages, liabilities or expenses
of any kind (whether in tort, contract or otherwise) arising out of the
Borrowers or the Administrative Agents transmission of Borrower Materials
through the Internet, except to the extent that   79


such
losses, claims, damages, liabilities or expenses are determined by a court of
competent jurisdiction by a final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Agent Party; provided,
however, that in no event shall any Agent Party have any liability to
the Borrower, any Lender, the L/C Issuer or any other Person for indirect,
special, incidental, consequential or punitive damages (as opposed to direct or
actual damages).  (d)Change of
Address, Etc.  Each of the
Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender may
change its address, facsimile or telephone number for notices and other
communications hereunder by notice to the other parties hereto.  Each other Lender may change its address,
facsimile or telephone number for notices and other communications hereunder by
notice to the Borrower, the Administrative Agent, the L/C Issuer and the
Swingline Lender.  In addition, each
Lender agrees to notify the Administrative Agent from time to time to ensure
that the Administrative Agent has on record (i) an effective address,
contact name, telephone number, facsimile number and electronic mail address to
which notices and other communications may be sent and (ii) accurate wire
instructions for such Lender. 
Furthermore, each Public Lender agrees to cause at least one individual
at or on behalf of such Public Lender to at all times have selected the Private
Side Information or similar designation on the content declaration screen of
the Platform in order to enable such Public Lender or its delegate, in
accordance with such Public Lenders compliance procedures and applicable Law,
including United States Federal and state securities Laws, to make reference to
Borrower Materials that are not made available through the Public Side
Information portion of the Platform and that may contain material non-public
information with respect to the Borrower or its securities for purposes of
United States Federal or state securities laws.  (e)Reliance by
Administrative Agent, L/C Issuer and Lenders.  The Administrative Agent, the L/C Issuer and
the Lenders shall be entitled to rely and act upon any notices (including telephonic
Loan Notices and Swingline Loan Notices) purportedly given by or on behalf of
any Credit Party even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood
by the recipient, varied from any confirmation thereof.  The Credit Parties shall indemnify the
Administrative Agent, the L/C Issuer, each Lender and the Related Parties of
each of them from all losses, costs, expenses and liabilities resulting from
the reliance by such Person on each notice purportedly given by or on behalf of
a Credit Party.  All telephonic notices
to and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.  11.2Set-off.  If
an Event of Default shall have occurred and be continuing, each Lender, the L/C
Issuer and each of their respective Affiliates is hereby authorized at any time
and from time to time, after obtaining the prior written consent of the
Administrative Agent, to the fullest extent permitted by applicable Law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the L/C
Issuer or any such Affiliate to or for the credit or the account of any Credit
Party against any and all of the obligations of such Credit Party now or
hereafter existing under this Credit Agreement or any other Credit Document to
such Lender or the L/C Issuer, irrespective of whether or not such Lender or
the L/C Issuer shall have made any demand under this Credit Agreement or any
other Credit Document and although such obligations such Credit Party may be
contingent or unmatured or are owed to a branch or office of such Lender or the
L/C Issuer different from the branch or office holding such deposit or
obligated on such indebtedness.  The
rights of each Lender, the L/C Issuer and their respective Affiliates under
this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender, the L/C Issuer or their respective
Affiliates may have.  Each Lender and the   80


L/C
Issuer agrees to notify the Borrower and the Administrative Agent promptly
after any such setoff and application, provided that the failure to give
such notice shall not affect the validity of such setoff and application.  11.3Successors
and Assigns.  (a)Successors and
Assigns Generally.  The
provisions of this Credit Agreement and the other Credit Documents shall be
binding upon and inure to the benefit of the parties hereto and thereto and
their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder or thereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an assignee in accordance
with the provisions of subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection (d) of this Section or
(iii) by way of pledge or assignment of a security interest subject to the
restrictions of subsection (f) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Credit Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (d) of this Section and,
to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Credit Agreement.  (b)Assignments by
Lenders.  Any Lender may at any time
assign to one or more assignees all or a portion of its rights and obligations
under this Credit Agreement and the other Credit Documents (including all or a
portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations and in Swingline Loans) at
the time owing to it); provided that any such assignment shall be
subject to the following conditions:  (i)Minimum Amounts.  (A)in the case of
an assignment of the entire remaining amount of the assigning Lenders
Commitment and the related Loans at the time owing to it or in the case of an
assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no
minimum amount need be assigned; and  (B)in any case not
described in subsection (b)(i)(A) of this Section, the aggregate amount of
the Commitment (which for this purpose includes Loans outstanding thereunder)
or, if the Commitment is not then in effect, the principal outstanding balance
of the 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 or, if Trade Date is
specified in the Assignment and Assumption, as of the Trade Date, shall not be
less than $5,000,000 unless each of the Administrative Agent and, so long as no
Event of Default has occurred and is continuing, the Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed); provided,
however, that concurrent assignments to members of an Assignee Group and
concurrent assignments from members of an Assignee Group to a single assignee
(or to an assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met.  (ii)Proportionate
Amounts.  Each partial assignment shall
be made as an assignment of a proportionate part of all the assigning Lenders
Loans and Commitments, and rights and obligations with respect thereto,
assigned, except that this clause (ii) shall not (A) apply to the   81


Swingline
Lenders rights and obligations in respect of Swingline Loans or (B) prohibit
any Lender from assigning all or a portion of its rights and obligations in
respect of its Revolving Commitment (and the related Revolving Loans
thereunder);  (iii)Required
Consents.  No consent
shall be required for any assignment except to the extent required by
subsection (b)(i)(B) of this Section and, in addition:  (A)the consent of
the Borrower (such consent not to be unreasonably withheld or delayed) shall be
required unless (1) an Event of Default has occurred and is continuing at
the time of such assignment or (2) such assignment is to a Lender, an
Affiliate of a Lender or an Approved Fund;  (B)the consent of
the Administrative Agent (such consent not to be unreasonably withheld or
delayed) shall be required for assignments to a Person that is not a Lender, an
Affiliate of a Lender or an Approved Fund; and  (C)the consent of
the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall
be required for any assignment that increases the obligation of the assignee to
participate in exposure under one or more Letters of Credit (whether or not
then outstanding); and  (D)the consent of
the Swingline Lender (such consent not to be unreasonably withheld or delayed)
shall be required for any assignment in respect of Revolving Loans and
Revolving Commitments.  (iv)Assignment and
Assumption.  The parties
to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee in
the amount of $3,500; provided, however, that the Administrative
Agent may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment. 
The assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.  (v)No Assignment
to Borrower.  No such
assignment shall be made to the Borrower or any of the Borrowers Affiliates or
Subsidiaries.  (vi)No Assignment
to Natural Persons.  No such
assignment shall be made to a natural person.  Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the assignee thereunder shall be a
party to this Credit Agreement and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender
under this Credit 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 Credit Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lenders rights and
obligations under this Credit Agreement, such Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of Sections 3.1,
3.4, 3.5 and 11.5 with respect to facts and circumstances
occurring prior to the effective date of such assignment).  Upon request, the Borrower (at its expense)
shall execute and deliver a Revolving Note to the assignee Lender.  Any assignment or transfer by a Lender of
rights or obligations under this Credit Agreement that does not comply with
this subsection shall be treated for purposes of this Credit Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance   82


with
subsection (d) of this Section.  (c)Register.  The Administrative Agent, acting solely for
this purpose as an agent of the Borrower, shall maintain at the Administrative
Agents Office 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
Commitments of, and principal amounts of the Loans and L/C Obligations 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 Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Credit Agreement,
notwithstanding notice to the contrary. 
The Register shall be available for inspection by the Borrower and any
Lender at any reasonable time and from time to time upon reasonable prior
notice.  (d)Participations.  Any Lender may at any time, without the
consent of, or notice to, the Borrower or the Administrative Agent, sell
participations to any Person (other than a natural person or the Borrower or
any of the Borrowers Affiliates or Subsidiaries) (each, a Participant)
in all or a portion of such Lenders rights and/or obligations under this
Credit Agreement (including all or a portion of its Commitment and/or the Loans
(including such Lenders participations in L/C Obligations and/or Swingline
Loans) owing to it); provided that (i) such Lenders obligations
under this Credit Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent, the
other Lenders and the L/C Issuer shall continue to deal solely and directly
with such Lender in connection with such Lenders rights and obligations under
this Credit 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 Credit Agreement
and to approve any amendment, modification or waiver of any provision of this
Credit Agreement; provided that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to any
amendment, waiver or other modification described in clauses (i) through (vii) of
Section 11.6(a)that affects such Participant.  Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.1, 3.4 and 3.5to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to subsection (b) of
this Section.  To the extent permitted by
Law, each Participant also shall be entitled to the benefits of Section 11.2as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it
were a Lender.  (e)Limitation on
Participant Rights.  A
Participant shall not be entitled to receive any greater payment under Section 3.1
or 3.4than 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 3.1
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 3.1(e)as
though it were a Lender.  (f)Certain Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Credit
Agreement (including under its Revolving Note, if any) to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall
release such Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto.  (g)Resignation as
L/C Issuer or Swingline Lender after Assignment.  Notwithstanding anything to the contrary
contained herein, if at any time Bank of America assigns all of its Revolving
Commitment and Revolving Loans pursuant to subsection (b) above, Bank of
America may, (i) upon   83


thirty
days notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon
thirty days notice to the Borrower, resign as Swingline Lender.  In the event of any such resignation as L/C
Issuer or Swingline Lender, the Borrower shall be entitled to appoint from
among the Lenders a successor L/C Issuer or Swingline Lender hereunder; provided,
however, that no failure by the Borrower to appoint any such successor
shall affect the resignation of Bank of America as L/C Issuer or Swingline
Lender, as the case may be.  If Bank of
America resigns as L/C Issuer, it shall retain all the rights, powers,
privileges and duties of the L/C Issuer hereunder with respect to all Letters
of Credit outstanding as of the effective date of its resignation as L/C Issuer
and all L/C Obligations with respect thereto (including the right to require
the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.3(c)).  If Bank of America resigns as Swingline
Lender, it shall retain all the rights of the Swingline Lender provided for
hereunder with respect to Swingline Loans made by it and outstanding as of the
effective date of such resignation, including the right to require the Lenders
to make Base Rate Loans or fund risk participations in outstanding Swingline
Loans pursuant to Section 2.4(c). 
Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (1) such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring L/C Issuer or Swingline Lender, as the
case may be, and (2) the successor L/C Issuer shall issue letters of
credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or make other arrangements satisfactory to Bank of America
to effectively assume the obligations of Bank of America with respect to such
Letters of Credit.  11.4No
Waiver; Cumulative Remedies; Enforcement.  No
failure by any Lender, the L/C Issuer or the Administrative Agent to exercise,
and no delay by any such Person in exercising, any right, remedy, power or
privilege hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder  or under any other Credit Document preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.  The rights,
remedies, powers and privileges herein provided, and provided under each other
Credit Document are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.  Notwithstanding
anything to the contrary contained herein or in any other Credit Document, the
authority to enforce rights and remedies hereunder and under the other Credit
Documents against the Credit Parties or any of them shall be vested exclusively
in, and all actions and proceedings at law in connection with such enforcement
shall be instituted and maintained exclusively by, the Administrative Agent in
accordance with Section 9.2 for the benefit of all the Lenders and
the L/C Issuer; provided, however, that the foregoing shall not
prohibit (a) the Administrative Agent from exercising on its own behalf
the rights and remedies that inure to its benefit (solely in its capacity as
Administrative Agent) hereunder and under the other Credit Documents, (b) the
L/C Issuer or the Swingline Lender from exercising the rights and remedies that
inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender,
as the case may be) hereunder and under the other Credit Documents, (c) any
Lender from exercising setoff rights in accordance with Section 11.2
(subject to the terms of Section 2.13), or (d) any Lender from
filing proofs of claim or appearing and filing pleadings on its own behalf
during the pendency of a proceeding relative to any Credit Party under any
Debtor Relief Law; and provided, further, that if at any time
there is no Person acting as Administrative Agent hereunder and under the other
Credit Documents, then (i) the Required Lenders shall have the rights
otherwise ascribed to the Administrative Agent pursuant to Section 9.2
and (ii) in addition to the matters set forth in clauses (b), (c) and
(d) of the preceding proviso and subject to Section 2.13, any
Lender may, with the consent of the Required Lenders, enforce any rights and
remedies available to it and as authorized by the Required Lenders.   84


11.5Expenses;
Indemnity; and Damage Waiver.  (a)Costs and
Expenses.  (i)The Credit
Parties shall pay (A) 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, negotiation, execution, delivery and administration of this
Credit Agreement and the other Credit Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not
the transactions contemplated hereby or thereby shall be consummated) and (B) all
reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with
the issuance, amendment, renewal or extension of any Letter of Credit or any
demand for payment thereunder.  (ii)The Credit
Parties shall pay all out-of-pocket expenses incurred by the
Administrative Agent, any Lender or the L/C Issuer (including the fees, charges
and disbursements of any counsel for the Administrative Agent, any Lender or
the L/C Issuer), and shall pay all fees and time charges for attorneys who may
be employees of the Administrative Agent, any Lender or the L/C Issuer, in
connection with the enforcement or protection of its rights (A) in
connection with this Credit Agreement and the other Credit Documents, including
its rights under this Section, or (B) 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; provided that the Credit Parties shall not
be required to reimburse the fees, charges and disbursements of counsel to any
Lender (other than the Administrative Agent) under this clause (ii) unless
in the written opinion of counsel to such Lender, (x) the representation
of such Lender by counsel to the Administrative Agent would be inappropriate
due to the existence of an actual conflict between the Administrative Agent and
such Lender, in which case the Credit Parties shall be required to reimburse
the fees, charges and disbursements of one counsel to all of the Lenders and (y) the
representation by one counsel to the Administrative Agent and one counsel to
all the Lenders would be inappropriate due to the existence of an actual
conflict between such Lender and another Lender, in which case the Credit
Parties shall be required to reimburse the fees, charges and disbursements of
one counsel to such Lender.  (b)Indemnification
by the Credit Parties.  The
Credit Parties shall indemnify the Administrative Agent (and any sub-agent
thereof), each Lender and the L/C Issuer, 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), and shall indemnify and hold
harmless each Indemnitee from all fees and time charges and disbursements for
attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by the Borrower or any
other Credit Party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Credit Agreement, any other Credit Document or
any agreement or instrument contemplated hereby or thereby, the performance by
the parties hereto of their respective obligations hereunder or thereunder or
the consummation of the transactions contemplated hereby or thereby, or, in the
case of the Administrative Agent (and any sub-agent thereof) and its Related
Parties only, the administration of this Credit Agreement and the other Credit
Documents (including in respect of any matters addressed in Section 3.1),
(ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the L/C Issuer 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   85


Hazardous
Materials on or from any property owned or operated by a Credit Party or any of
its Subsidiaries, or any Environmental Liability related in any way to a Credit
Party 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, whether brought by a third
party or by any Credit Party, 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 (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Indemnitee or (y) result
from a claim brought by the Borrower or any other Credit Party against an
Indemnitee for breach in bad faith of such Indemnitees obligations hereunder
or under any other Credit Document, if the Borrower or such Credit Party has
obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction.  (c)Reimbursement
by Lenders.  To the
extent that the Credit Parties for any reason fail to indefeasibly pay any
amount required under subsection (a) or (b) of this Section to
be paid by them to the Administrative Agent (or any sub-agent thereof), the L/C
Issuer or any Related Party of any of the foregoing, each Lender severally
agrees to pay to the Administrative Agent (or any such sub-agent), the L/C
Issuer or such Related Party, as the case may be, such Lenders Revolving
Commitment 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 (or any such sub-agent) or the L/C Issuer in its capacity
as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or L/C Issuer in connection with
such capacity.  The obligations of the
Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).  (d)Waiver of
Consequential Damages, Etc.  (i)To the fullest
extent permitted by applicable Law, no Credit Party shall assert, and each
Credit Party 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 Credit Agreement, any other Credit Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or
thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No Indemnitee shall be liable for any damages
arising from the use by unintended recipients of any information or other
materials distributed to such unintended recipients by such Indemnitee through
telecommunications, electronic or other information transmission systems in
connection with this Credit Agreement or the other Credit Documents or the
transactions contemplated hereby or thereby other than for direct or actual
damages resulting from the gross negligence or willful misconduct of such
Indemnitee as determined by a final and nonappealable judgment of a court of
competent jurisdiction.  (ii)To the fullest
extent permitted by applicable Law, neither the Administrative Agent nor any
Lender shall assert, and the Administrative Agent and each Lender hereby
waives, any claim against any Credit Party, 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
Credit Agreement, any other Credit Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan
or Letter of Credit or the use of the proceeds thereof.  No Credit Party  shall be liable for any damages arising from
the use by unintended recipients of any information or other materials
distributed to such unintended recipients by such Credit Party through
telecommunications,   86


electronic
or other information transmission systems in connection with this Credit
Agreement or the other Credit Documents or the transactions contemplated hereby
or thereby other than for direct or actual damages resulting from the gross
negligence or willful misconduct of such Indemnitee as determined by a final
and nonappealable judgment of a court of competent jurisdiction.  (e)Payments.  All amounts due under this Section shall
be payable not later than ten Business Days after demand therefor.  (f)Survival.  The agreements in this Section shall
survive the resignation of the Administrative Agent, the L/C Issuer and the
Swingline Lender, the replacement of any Lender, the termination of the
Commitments and the repayment, satisfaction or discharge of all the other
Obligations.  11.6Amendments,
Etc.  No
amendment or waiver of any provision of this Credit Agreement or any other
Credit Document, and no consent to any departure by any Credit Party therefrom,
shall be effective unless in writing signed by the Required Lenders and the
applicable Credit Party, and acknowledged by the Administrative Agent, and each
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided, further, that  (a)no such
amendment, waiver or consent shall:  (i)extend or
increase the Commitment of a Lender (or reinstate any Commitment terminated
pursuant to Section 9.2) without the written consent of such Lender
whose Commitment is being extended or increased (it being understood and agreed
that a waiver of any condition precedent set forth in Section 5.2
or of any Default or Event of Default is not considered an extension or
increase in Commitments of any Lender);  (ii)postpone any
date fixed by this Credit Agreement or any other Credit Document for any
payment (excluding mandatory prepayments) of principal, interest, fees or other
amounts due to the Lenders (or any of them) hereunder or under any other Credit
Document without the written consent of each Lender entitled to receive such
payment or whose Commitments are to be reduced;  (iii)reduce the
principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (i) of the final proviso to this Section 11.6)
any fees or other amounts payable hereunder or under any other Credit Document
without the written consent of each Lender entitled to receive such amount; provided,
however, that only the consent of the Required Lenders shall be
necessary to (A) amend the definition of Default Rate or waive any
obligation of the Borrower to pay interest or Letter of Credit Fees at the
Default Rate or (B) to amend any financial covenant hereunder (or any
defined term used therein) even if the effect of such amendment would be to
reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee
payable hereunder;  (iv)change Section 2.13
or Section 9.3 in a manner that would alter the pro rata sharing of
payments required thereby without the written consent of each Lender directly
affected thereby;   87


(v)change any
provision of this Section 11.6(a)or the definition of Required
Lenders without the written consent of each Lender directly affected thereby;  (vi)release all or substantially all of the Collateralwithout the
written consent of each Lender whose Obligations are secured by such Collateral;  (vii)release the
Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 8.3,
all or substantially all of the value of the Guaranty without the
written consent of each Lender whose Obligations are guarantied thereby, except
to the extent such release is permitted pursuant to Section 10.10
(in which case such release may be made by the Administrative Agent acting
alone); or  (b)unless also
signed by the L/C Issuer, no amendment, waiver or consent shall affect the
rights or duties of the L/C Issuer under this Credit Agreement or any L/C
Document relating to any Letter of Credit issued or to be issued by it;  (c)unless also
signed by the Swingline Lender, no amendment, waiver or consent shall affect
the rights or duties of the Swingline Lender under this Credit Agreement; and  (d)unless also
signed by the Administrative Agent, no amendment, waiver or consent shall
affect the rights or duties of the Administrative Agent under this Credit
Agreement or any other Credit Document;  provided, however,
that notwithstanding anything to the contrary herein, (i) the
Administrative Agents Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto, (ii) no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased or extended without the consent of such Lender, (iii) each Lender isentitledto vote as such Lender sees fit on any
bankruptcy reorganization plan that affects the Loans, and each Lender
acknowledges that the provisions of Section 1126(c) of the Bankruptcy
Code of the United States supersedes the unanimous consent provisions set forth
herein and (iv) the Required Lenders shall determine whether or not to
allow a Credit Party to use cash collateral in the context of a bankruptcy or
insolvency proceeding and such determination shall be binding on all of
the Lenders.  11.7Counterparts;
Integration; Effectiveness.  This
Credit Agreement may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract.  This Credit Agreement and the other Credit
Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 5.1,
this Credit Agreement shall become effective when it shall have been executed
by the Administrative Agent and when the Administrative Agent shall have
received counterparts hereof that, when taken together, bear the signatures of
each of the other parties hereto. 
Delivery of an executed counterpart of a signature page of this
Credit Agreement by telecopy or other electronic imaging means shall be
effective as delivery of a manually executed counterpart of this Credit
Agreement.  11.8Survival
of Representations and Warranties.  All
representations and warranties made hereunder and in any other Credit Document
or other   88


document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless
of any investigation made by the Administrative Agent or any Lender or on their
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or Event of Default at the time of any
Extension of Credit, and shall continue in full force and effect as long as any
Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or
any Letter of Credit shall remain outstanding.  11.9Governing
Law; Submission to Jurisdiction; Venue; Etc.  (a)GOVERNING LAW.  THIS CREDIT AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA.  (b)SUBMISSION TO
JURISDICTION.  THE
BORROWER AND EACH OTHER CREDIT PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF
THE STATE OF NORTH CAROLINA SITTING IN MECKLENBURG COUNTY AND OF THE UNITED
STATES DISTRICT COURT OF THE WESTERN DISTRICT OF THE STATE OF NORTH CAROLINA,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR
FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NORTH CAROLINA
STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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 CREDIT AGREEMENT OR IN ANY
OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY
LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT
AGAINST THE BORROWER OR ANY OTHER CREDIT PARTY OR ITS PROPERTIES IN THE COURTS
OF ANY JURISDICTION.  (c)WAIVER OF VENUE.  THE BORROWER AND EACH OTHER CREDIT PARTY
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT 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 APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.  (d)SERVICE OF
PROCESS.  EACH PARTY HERETO IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.1.  NOTHING IN THIS CREDIT AGREEMENT WILL AFFECT
THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.   89


11.10Waiver of
Right to Trial by Jury.  EACH
PARTY HERETO HEREBY IRREVOCABLY 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 CREDIT
AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (i) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.  11.11Severability.  If
any provision of this Credit Agreement or the other Credit Documents is held to
be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Credit Agreement and the
other Credit Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions.  The invalidity
of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  11.12Treatment
of Certain Information; Confidentiality.  Each
of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates respective partners, directors, officers, employees, agents,
trustees, advisors and representatives (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 purporting to have
jurisdiction over it (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Credit Document or any
action or proceeding relating to this Credit Agreement or any other Credit
Document or the enforcement of rights hereunder or thereunder, (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
Credit Agreement or any Eligible Assignee invited to become a Lender pursuant to
Section 2.1(c)or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating
to a Credit Party and its obligations, (g) with the consent of the
Borrower or (h) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this Section or (y) becomes
available to the Administrative Agent,
any Lender, the L/C Issuer or any of their respective Affiliates on a
nonconfidential basis from a source other than the Borrower.  For
purposes of this Section, Information means all information received
from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary
or any of their respective businesses, other than any such information that is
available to the Administrative Agent, any Lender or the L/C Issuer on a
nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided
that, in the case of   90


information
received from the Borrower or any Subsidiary 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.  Each
of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the
Information may include material non-public information concerning the Borrower
or a Subsidiary, as the case may be, (b) it has developed compliance
procedures regarding the use of material non-public information and (c) it
will handle such material non-public information in accordance with applicable
Law, including United States federal and state securities Laws.  11.13USA
PATRIOT Act.  Each
Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any 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 Act), it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender
or the Administrative Agent, as applicable, to identify the Borrower in
accordance with the Act.  The Borrower
shall, promptly following a request by the Administrative Agent or any Lender,
provide all documentation and other information that the Administrative Agent
or such Lender requests in order to comply with its ongoing obligations under
applicable know your customer and anti-money laundering rules and
regulations, including the Act.  11.14Notice by
Borrower regarding Nonpublic Information.  The
Borrower hereby notifies each Lender that the trading of the Capital Stock of
the Borrower based on non-public information, including non-public information
furnished by the Borrower pursuant to Sections 7.1 and 7.2, is a
violation of securities laws.  11.15Consent
to Security Interest in Deposit Accounts.  Each
Lender agrees that with respect to each deposit account now or hereafter
maintained by a Credit Party with such Lender, (i) prior to receipt by
such Lender of a Control Notice (as defined in clause (ii) below), such
Credit Party shall be permitted full access to such depository accounts and all
amounts held in such depository accounts and (ii) during the existence of
an Event of Default, (A) the Administrative Agent may, immediately and
without prior notice to such Credit Party, provide written notice to such
Lender (each a Control Notice) directing such Lender to pay over to
the Administrative Agent all amounts in such depository accounts and (B) after
receipt of a Control Notice, such Lender shall comply with instructions
originated by the Administrative Agent without further consent by such Credit
Party.  The agreements of each Lender in
this Section shall survive the assignment by such Lender of all or any
portion of its rights and obligations under this Credit Agreement.  11.16Interest
Rate Limitation.  Notwithstanding
anything to the contrary contained in any Credit Document, the interest paid or
agreed to be paid under the Credit Documents shall not exceed the maximum rate
of non-usurious interest permitted by applicable Law (the Maximum Rate).  If the Administrative Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the Borrower. 
In determining   91


whether
the interest contracted for, charged, or received by the Administrative Agent
or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted
by applicable Law, (a) characterize any payment that is not principal as
an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate,
and spread in equal or unequal parts the total amount of interest throughout
the contemplated term of the Obligations hereunder.  11.17Payments
Set Aside.  To
the extent that any payment by or on behalf of any Credit Party is made to the
Administrative Agent, the L/C Issuer or any Lender, or the Administrative
Agent, the L/C Issuer or any Lender exercises its right of setoff, and such
payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent,
the L/C Issuer or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or
such setoff had not occurred, and (b) each Lender and the L/C Issuer
severally agrees to pay to the Administrative Agent upon demand its applicable
share (without duplication) of any amount so recovered from or repaid by the
Administrative Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the Federal Funds Rate
from time to time in effect.  The
obligations of the Lenders and the L/C Issuer under clause (b) of the
preceding sentence shall survive the payment in full of the Obligations and the
termination of this Credit Agreement.  11.18Replacement
of Lenders.  If (i) any Lender requests compensation under Section 3.4,
(ii) 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 3.1,
(iii) a Lender (a Non-Consenting Lender) does not consent to a
proposed change, waiver, discharge or termination with respect to any Credit
Document that has been approved by the Required Lenders as provided in Section 11.6
but requires unanimous consent of all Lenders or all Lenders directly affected
thereby (as applicable) and, or (iv) any Lender is a Defaulting Lender,
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, and consents required by, Section 11.3), all of its
interests, rights and obligations under this Credit Agreement and the related
Credit Documents to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment), provided
that:  (a)the Borrower
shall have paid to the Administrative Agent the assignment fee specified in Section 11.3(b);  (b)such Lender
shall have received payment of an amount equal to the outstanding principal of
its Loans and L/C Advances, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder and under the other Credit Documents
(including any amounts under Section 3.5) 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);  (c)in the case of
any such assignment resulting from a claim for compensation under Section 3.4
or payments required to be made pursuant to Section 3.1, such
assignment will result in a reduction in such compensation or payments
thereafter;  (d)such assignment
does not conflict with applicable Laws; and   92


(e)in the case of
any such assignment resulting from a Non-Consenting Lenders failure to consent
to a proposed change, waiver, discharge or termination with respect to any
Credit Document, the applicable replacement bank, financial institution or Fund
consents to the proposed change, waiver, discharge or termination; provided
that the failure by such Non-Consenting Lender to execute and deliver an
Assignment and Assumption shall not impair the validity of the removal of such
Non-Consenting Lender and the mandatory assignment of such Non-Consenting
Lenders Commitments and outstanding Loans and participations in L/C
Obligations and Swingline Loans pursuant to this Section 11.18
shall nevertheless be effective without the execution by such Non-Consenting
Lender of an Assignment and Assumption.  A
Lender shall not be required to make any such assignment or 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.  11.19No
Advisory or Fiduciary Responsibility.  In
connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any
other Credit Document), each of the Credit Parties acknowledges and agrees, and
acknowledges its Affiliates understanding, that: (i) (A) the
arranging and other services regarding this Credit Agreement provided by the
Administrative Agent and the Arranger, are arms-length commercial transactions
between the Credit Parties and their respective Affiliates, on the one hand,
and the Administrative Agent and the Arranger, on the other hand, (B) each
of the Credit Parties has consulted its own legal, accounting, regulatory and
tax advisors to the extent it has deemed appropriate, and (C) each of the
Credit Parties is capable of evaluating, and understands and accepts, the
terms, risks and conditions of the transactions contemplated hereby and by the
other Credit Documents; (ii) (A) the Administrative Agent and the
Arranger each is and has been acting solely as a principal and, except as
expressly agreed in writing by the relevant parties, has not been, is not, and
will not be acting as an advisor, agent or fiduciary for the Credit Parties or
any of their respective Affiliates, or any other Person and (B) neither
the Administrative Agent nor the Arranger has any obligation to the Credit
Parties or any of their respective Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein and in
the other Credit Documents; and (iii) the Administrative Agent and the
Arranger and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Credit Parties
and their respective Affiliates, and neither the Administrative Agent nor  the Arranger has any obligation to disclose
any of such interests to the Credit Parties and their respective Affiliates.  To the fullest extent permitted by Law, each
ofthe Credit Parties hereby
waives and releases any claims that it may have against the Administrative
Agent and the Arranger with respect to any breach or alleged breach of agency
or fiduciary duty in connection with any aspect of any transaction contemplated
hereby.  11.20Electronic
Execution of Assignments and Certain Other Documents.  The words execution,
signed, signature, and words of like import in any Assignment and
Assumption or in any amendment or other modification hereof (including waivers
and consents) shall be deemed to include electronic signatures or the keeping
of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable Law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.   93


11.21Amendment
and Restatement.  This Credit
Agreement amends and restates the Amended and Restated Credit Agreement dated
as of July 16, 2004 is by and among the Borrower, the Guarantors, the
lenders identified therein and Bank of America, as Administrative Agent.  [SIGNATURE PAGES FOLLOW]   94


IN
WITNESS WHEREOF, each of the parties hereto has caused this Credit Agreement to
be duly executed as of the date first above written.  BORROWER:  ADVANCE AMERICA, CASH ADVANCE
CENTERS, INC., a Delaware corporation  By:
  /s/ Kenneth E. ComptonName:
  Kenneth E. ComptonTitle:
  Chief Executive Officer and President  GUARANTORS:  AARC,
INC., a Delaware corporation  By:
  /s/ W. Thomas NewellName:
  W.
  Thomas NewellTitle:
  President  ADVANCE
AMERICA SERVICING OF ARKANSAS, INC., a Delaware corporation ADVANCE
AMERICA SERVICING OF INDIANA, INC., a Delaware corporation ADVANCE
AMERICA LEASING SERVICES, INC., a Delaware corporation AAIC,
INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF ALABAMA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF ALASKA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF ARIZONA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF ARKANSAS, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF CALIFORNIA, LLC, a
Delaware limited liability company ADVANCE
AMERICA, CASH ADVANCE CENTERS OF COLORADO, LLC, a
Delaware limited liability company ADVANCE
AMERICA, CASH ADVANCE CENTERS OF CONNECTICUT, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF DELAWARE, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF DISTRICT OF COLUMBIA, INC., a
Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF FLORIDA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF GEORGIA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF HAWAII, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF IDAHO, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF ILLINOIS, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF INDIANA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF IOWA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF KANSAS, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF KENTUCKY, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF LOUISIANA, LLC, a Delaware limited liability
company ADVANCE
AMERICA, CASH ADVANCE CENTERS OF MAINE, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF MARYLAND, INC., a Delaware corporation   95


By:
  /s/ Kenneth E. ComptonName:
  Kenneth E. ComptonTitle:
  Chief Executive Officer and President  [Signature Pages Continue]   96


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF MASSACHUSETTS, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF MICHIGAN, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF MINNESOTA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF MISSISSIPPI, LLC, a
Delaware limited liability company ADVANCE
AMERICA, CASH ADVANCE CENTERS OF MISSOURI, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF MONTANA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF NEBRASKA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF NEVADA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF NEW HAMPSHIRE, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF NEW JERSEY, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF NEW MEXICO, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF NEW YORK, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF NORTH CAROLINA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF NORTH DAKOTA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF OHIO, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF OKLAHOMA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF OREGON, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF PENNSYLVANIA, LLC, a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF RHODE ISLAND, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF SOUTH CAROLINA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF SOUTH DAKOTA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF TENNESSEE, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF TEXAS, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF UTAH, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF VERMONT, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF VIRGINIA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF WASHINGTON, LLC, a
Delaware limited liability company ADVANCE
AMERICA, CASH ADVANCE CENTERS OF WEST VIRGINIA, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF WISCONSIN, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF WYOMING, INC., a Delaware corporation ADVANCE
AMERICA SERVICING OF GEORGIA, INC., a Delaware corporation MCKENZIE
CHECK ADVANCE OF ALABAMA, L.L.C., a Tennessee limited liability company MCKENZIE
CHECK ADVANCE OF ARKANSAS, LLC, a Tennessee limited liability company MCKENZIE
CHECK ADVANCE OF COLORADO, LLC, a Tennessee limited liability company MCKENZIE
CHECK ADVANCE OF INDIANA, LLC, a Tennessee limited liability company MCKENZIE
CHECK ADVANCE OF IOWA, L.L.C., a Tennessee limited liability company   97


MCKENZIE
CHECK ADVANCE OF KANSAS, LLC, a Tennessee limited liability company MCKENZIE
CHECK ADVANCE OF MISSISSIPPI, LLC, a Tennessee limited liability company MCKENZIE
CHECK ADVANCE OF NEBRASKA, LLC, a Tennessee limited liability company MCKENZIE
CHECK ADVANCE OF NEW JERSEY, L.L.C., a Tennessee limited liability company MCKENZIE
CHECK ADVANCE OF OHIO, LLC, a Tennessee limited liability company MCKENZIE
CHECK ADVANCE OF OREGON, LLC, a Tennessee limited liability company MCKENZIE
CHECK ADVANCE OF WASHINGTON, L.L.C., a Tennessee limited liability company MCKENZIE CHECK ADVANCE OF WISCONSIN, LLC, a Tennessee limited liability
company NCA
OF MISSOURI, INC., a Delaware corporation NCAS
OF DELAWARE, LLC, a Delaware limited liability company NCAS
OF NEW JERSEY, LLC, a Delaware limited liability company  By:
  /s/ Kenneth E. ComptonName:
  Kenneth E. ComptonTitle:
  Chief Executive Officer and President  [Signature Pages Continue]   98


AA
CHALLENGER, LLC, a Delaware limited liability company AA
AIR, LLC, a Delaware limited liability company ADVANCE
AMERICA MONEY.COM, INC., a Delaware corporation ACSO
OF MICHIGAN, INC., a Delaware corporation NCA
OF LOUISIANA, LLC, a Delaware limited liability company AA
CANADA HOLDINGS, INC., a Delaware corporation ADVANCE
AMERICA, CASH ADVANCE CENTERS OF PUERTO RICO, INC., a Delaware corporation ADVANCE
AMERICA INDUSTRIAL LOAN SERVICES OF GEORGIA, INC., a Delaware corporation  By:
  /s/ Kenneth E. ComptonName:
  Kenneth E. ComptonTitle:
  Chief Executive Officer and President  ACSO
OF TEXAS, L.P., a Texas limited partnership ADVANCE
AMERICA SERVICING OF TEXAS, L.P., a Texas limited partnership  By:
  ADVANCE
  AMERICA, CASH ADVANCE CENTERS OF TEXAS, INC.,a
  Delaware corporation and its general partnerBy:
  /s/ Kenneth E. ComptonName:
  Kenneth E. ComptonTitle:
  Chief Executive Officer and President  W.P.S.
SYSTEMS, LTD. OF NEW ENGLAND, a Rhode Island corporation  By:
  ADVANCE
  AMERICA, CASH ADVANCE CENTERS OF RHODE ISLAND, INC.,a
  Delaware corporationBy:
  /s/ Kenneth E. ComptonName:
  Kenneth E. ComptonTitle:
  Chief Executive Officer and President  [Signature Pages Continue]   99


ADMINISTRATIVE
  AGENT:
  BANK
  OF AMERICA, N.A., as Administrative AgentBy:
  /s/
  Anne ZeschkeName:
  Anne
  ZeschkeTitle:
  Assistant
  Vice PresidentLENDERS:
  BANK
  OF AMERICA, N.A.,as
  a Lender, L/C Issuer and Swingline LenderBy:
  /s/
  Scott K. MitchellName:
  Scott
  K. MitchellTitle:
  Senior
  Vice PresidentWACHOVIA
  BANK, NATIONAL ASSOCIATIONBy:
  /s/
  David S. SampsonName:
  David
  S. SampsonTitle:
  Senior
  Vice PresidentUS
  BANK NATIONAL ASSOCIATIONBy:
  /s/
  Juli K. Van HookName:
  Juli
  K. Van HookTitle:
  Senior
  Vice PresidentWELLS
  FARGO BANK, N.A.By:
  /s/
  Kevin DowdleName:
  Kevin
  DowdleTitle:
  Vice
  PresidentNATIONAL
  CITY BANKBy:
  /s/
  Michael DurbinName:
  Michael
  DurbinTitle:
  Senior
  Vice PresidentUNION
  BANK OF CALIFORNIA, N.A.By:
  /s/
  Sarah DanielName:
  Sarah
  DanielTitle:
  Vice
  PresidentNATIONAL
  BANK OF SOUTH CAROLINABy:
  /s/
  Lam B. BrittonName:
  Lam
  B. BrittonTitle:
  Senior
  Vice President  [Signature Pages Continue]   100


BRANCH
  BANKING AND TRUST COMPANYBy:
  /s/
  Stan W. ParkerName:
  Stan
  W. ParkerTitle:
  Senior
  Vice PresidentCAROLINA
  FIRST BANKBy:
  /s/
  Kevin M. ShortName:
  Kevin
  M. ShortTitle:
  Executive
  Vice PresidentBANK
  OF OKLAHOMA, N.A.By:
  /s/
  Vaughn Graham Jr.Name:
  Vaughn
  Graham Jr.Title:
  Assistant
  Vice President   101