<PAGE>

                                                                  EXECUTION COPY

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

                                                                   EXHIBIT 10.19

                  364-DAY AMENDED AND RESTATED CREDIT AGREEMENT

      ($250,000,000 AMENDED AND RESTATED 364-DAY REVOLVING CREDIT FACILITY)

                            Dated as of July 30, 2003

                                      among

                          HILLENBRAND INDUSTRIES, INC.,
                                as the Borrower,

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

                          CITICORP NORTH AMERICA, INC.,
                              as Syndication Agent,

                                  BANK ONE, NA,
                       LASALLE BANK NATIONAL ASSOCIATION,
                                       and
                            UBS AG, STAMFORD BRANCH,
                             as Documentation Agents

                                       and

                         The Other Lenders Party Hereto

                    -----------------------------------------
                         BANC OF AMERICA SECURITIES LLC
                                       and
                         CITIGROUP GLOBAL MARKETS INC.,
                                       as
                   Joint Lead Arrangers and Joint Bookrunners

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

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                         Page
<S>                                                                                                             <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS..................................................................      1

     Section 1.01     Defined Terms.........................................................................      1
     Section 1.02     Other Interpretive Provisions.........................................................     15
     Section 1.03     Accounting Terms......................................................................     16
     Section 1.04     Rounding..............................................................................     16
     Section 1.05     References to Agreements and Laws.....................................................     16
     Section 1.06     Times of Day..........................................................................     16

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS............................................................     16

     Section 2.01     Committed Loans.......................................................................     16
     Section 2.02     Borrowings, Conversions and Continuations of Committed Loans..........................     17
     Section 2.03     [Intentionally Omitted]...............................................................     18
     Section 2.04     [Intentionally Omitted]...............................................................     18
     Section 2.05     Prepayments...........................................................................     18
     Section 2.06     Termination or Reduction of Commitments...............................................     19
     Section 2.07     Repayment of Loans....................................................................     19
     Section 2.08     Interest..............................................................................     20
     Section 2.09     Fees..................................................................................     21
     Section 2.10     Computation of Interest and Fees......................................................     22
     Section 2.11     Evidence of Debt......................................................................     22
     Section 2.12     Payments Generally....................................................................     22
     Section 2.13     Sharing of Payments...................................................................     24
     Section 2.14     Increase in Commitments...............................................................     24
     Section 2.15     Extension of Maturity Date............................................................     25

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY..........................................................     26

     Section 3.01     Taxes.................................................................................     26
     Section 3.02     Illegality............................................................................     27
     Section 3.03     Inability to Determine Rates..........................................................     27
     Section 3.04     Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar
                      Rate Loans............................................................................     27
     Section 3.05     Funding Losses; Breakage Amount.......................................................     28
     Section 3.06     Matters Applicable to all Requests for Compensation...................................     29
     Section 3.07     Survival..............................................................................     29

ARTICLE IV CONDITIONS PRECEDENT TO LOANS....................................................................     29

     Section 4.01     Conditions of Initial Loans...........................................................     29
     Section 4.02     Conditions to all Credit Extensions...................................................     31

ARTICLE V REPRESENTATIONS AND WARRANTIES....................................................................     32

     Section 5.01     Existence, Qualification and Power; Compliance with Laws..............................     32
     Section 5.02     Authorization; No Contravention.......................................................     32
     Section 5.03     Governmental Authorization; Other Consents............................................     32
     Section 5.04     Binding Effect........................................................................     32
     Section 5.05     Financial Statements; No Material Adverse Effect......................................     32
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                                              <C>
     Section 5.06     Litigation............................................................................     33
     Section 5.07     No Default............................................................................     33
     Section 5.08     Liens.................................................................................     33
     Section 5.09     Environmental Compliance..............................................................     33
     Section 5.10     Insurance.............................................................................     33
     Section 5.11     Taxes.................................................................................     33
     Section 5.12     ERISA Compliance......................................................................     34
     Section 5.13     Subsidiaries..........................................................................     34
     Section 5.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act........     34
     Section 5.15     Disclosure............................................................................     35
     Section 5.16     Compliance with Laws..................................................................     35
     Section 5.17     Tax Shelter Regulations...............................................................     35

ARTICLE VI AFFIRMATIVE COVENANTS............................................................................     35

     Section 6.01     Financial Statements..................................................................     35
     Section 6.02     Certificates; Other Information.......................................................     36
     Section 6.03     Notices...............................................................................     37
     Section 6.04     Payment of Obligations................................................................     37
     Section 6.05     Preservation of Existence, Etc........................................................     37
     Section 6.06     Maintenance of Properties.............................................................     38
     Section 6.07     Maintenance of Insurance..............................................................     38
     Section 6.08     Compliance with Laws..................................................................     38
     Section 6.09     Books and Records.....................................................................     38
     Section 6.10     Inspection Rights.....................................................................     38
     Section 6.11     Use of Proceeds.......................................................................     38

ARTICLE VII NEGATIVE COVENANTS..............................................................................     38

     Section 7.01     Liens.................................................................................     38
     Section 7.02     Acquisitions..........................................................................     39
     Section 7.03     Indebtedness..........................................................................     40
     Section 7.04     Fundamental Changes...................................................................     40
     Section 7.05     [Intentionally Omitted]...............................................................     41
     Section 7.06     Restricted Payments...................................................................     41
     Section 7.07     Change in Nature of Business..........................................................     41
     Section 7.08     Transactions with Affiliates..........................................................     41
     Section 7.09     Burdensome Agreements.................................................................     41
     Section 7.10     Use of Proceeds.......................................................................     42
     Section 7.11     Total Debt to Total Capitalization Ratio..............................................     42

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES.................................................................     42

     Section 8.01     Events of Default.....................................................................     42
     Section 8.02     Remedies Upon Event of Default........................................................     44
     Section 8.03     Application of Funds..................................................................     45

ARTICLE IX ADMINISTRATIVE AGENT.............................................................................     45

     Section 9.01     Appointment and Authorization of Administrative Agent.................................     45
     Section 9.02     Delegation of Duties..................................................................     46
     Section 9.03     Liability of Administrative Agent.....................................................     46
     Section 9.04     Reliance by Administrative Agent......................................................     46
     Section 9.05     Notice of Default.....................................................................     46
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                             <C>
     Section 9.06     Credit Decision; Disclosure of Information by Administrative Agent....................     47
     Section 9.07     Indemnification of Administrative Agent...............................................     47
     Section 9.08     Administrative Agent in its Individual Capacity.......................................     48
     Section 9.09     Successor Administrative Agent........................................................     48
     Section 9.10     Administrative Agent May File Proofs of Claim.........................................     48
     Section 9.11     Other Agents; Arrangers and Managers..................................................     49

ARTICLE X MISCELLANEOUS.....................................................................................     49

     Section 10.01    Amendments, Etc.......................................................................     49
     Section 10.02    Notices and Other Communications; Facsimile Copies....................................     50
     Section 10.03    No Waiver; Cumulative Remedies........................................................     51
     Section 10.04    Attorney Costs, Expenses and Taxes....................................................     51
     Section 10.05    Indemnification by the Borrower.......................................................     52
     Section 10.06    Payments Set Aside....................................................................     52
     Section 10.07    Successors and Assigns................................................................     53
     Section 10.08    Confidentiality.......................................................................     55
     Section 10.09    Set-off...............................................................................     56
     Section 10.10    Interest Rate Limitation..............................................................     56
     Section 10.11    Counterparts..........................................................................     56
     Section 10.12    Integration...........................................................................     56
     Section 10.13    Survival of Representations and Warranties............................................     57
     Section 10.14    Severability..........................................................................     57
     Section 10.15    Tax Forms.............................................................................     57
     Section 10.16    Governing Law.........................................................................     58
     Section 10.17    Waiver of Right to Trial by Jury......................................................     59
     Section 10.18    Replacement of Lenders................................................................     59

SIGNATURES..................................................................................................    S-1
</TABLE>

                                       iii

<PAGE>

SCHEDULES

      2.01     Commitments and Pro Rata Shares
      5.13     Subsidiaries and Other Equity Investments
      7.01     Existing Liens
      7.03     Existing Indebtedness
     10.02     Administrative Agent's Office, Certain Addresses for Notices

EXHIBITS

     FORM OF

     A-1       Committed Loan Notice
     A-2       Request for Alternative Rate
     B         Note
     C         Compliance Certificate
     D         Assignment and Assumption
     E         Opinion Matters
     F         Joinder

                                       iv

<PAGE>

                  364-DAY AMENDED AND RESTATED CREDIT AGREEMENT

         This 364-DAY AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is
entered into as of July 30, 2003, among HILLENBRAND INDUSTRIES, INC., an Indiana
corporation (the "Borrower"), each lender from time to time party hereto
(collectively, the "Lenders" and individually, a "Lender"), BANK OF AMERICA,
N.A., as Administrative Agent and Alternative Rate Lender, CITICORP NORTH
AMERICA, INC., as Syndication Agent, and BANK ONE, NA, LASALLE BANK NATIONAL
ASSOCIATION and UBS AG, STAMFORD BRANCH, as Documentation Agents.

         The Borrower has requested that the Lenders provide revolving credit
facilities under this Agreement to replace the Existing 364-Day Credit Agreement
(as defined below), and the Lenders are willing to do so on the terms and
conditions set forth herein.

         In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.01 DEFINED TERMS. As used in this Agreement, the following
terms shall have the meanings set forth below:

         "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

         "Administrative Agent's Office" means the Administrative Agent's
address and, as appropriate, account as set forth on Schedule 10.02, or such
other address or account as the Administrative Agent may from time to time
notify the Borrower and the Lenders.

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

         "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. "Controlling",
"Controls" and "Controlled" have meanings correlative thereto. Without limiting
the generality of the foregoing, a Person shall be deemed to be Controlled by
another Person if such other Person possesses, directly or indirectly, power to
vote 10% or more of the securities having ordinary voting power for the election
of directors, managing general partners or the equivalent.

         "Agent-Related Persons" means the Administrative Agent, together with
its Affiliates (including, in the case of Bank of America in its capacity as the
Administrative Agent and Banc of America Securities in its capacity as a Joint
Lead Arranger or otherwise), and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.

         "Aggregate Commitments" means the Commitments of all the Lenders.

         "Agreement" means this 364-Day Credit Agreement, as the same may be
amended, amended and restated, supplemented or otherwise modified from time to
time.

<PAGE>

         "Alternative Rate" means a rate of interest for all or any part of a
Committed Loan agreed to between the Alternative Rate Lender and the Borrower
pursuant to Section 2.02(g) of this Agreement.

         "Alternative Rate Agreement" means, with respect to any Committed Loan
or any portion thereof (including continuations thereof to successive Interest
Periods of like duration during the applicable Alternative Rate Period), an
agreement between the Borrower and the Alternative Rate Lender pursuant to
Section 2.02(g) of this Agreement that the Borrower's interest payment
obligation with respect to such Committed Loan (including continuations thereof)
during the Alternative Rate Period shall be to pay interest at the Alternative
Rate rather than at the Base Rate or the Eurodollar Rate otherwise applicable to
such Committed Loan.

         "Alternative Rate Lender" means Bank of America in its capacity as
party to an Alternative Rate Agreement with the Borrower pursuant to Section
2.02(g) of this Agreement.

         "Alternative Rate Period" means, with respect to any Committed Loan
subject to an Alternative Rate Agreement, the stated duration of such
Alternative Rate Agreement.

         "Applicable Rate" means, from time to time, the following percentages
per annum, based upon the Debt Rating as set forth below:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                 APPLICABLE RATE
--------------------------------------------------------------------------------
PRICING           DEBT RATINGS
 LEVEL             S&P/MOODY'S        FACILITY FEE    EURODOLLAR RATE +
--------------------------------------------------------------------------------
<S>          <C>                      <C>             <C>
  1          > or = Aa3/AA-              .05%               .20%
--------------------------------------------------------------------------------
  2          > or = A1/A+ < Aa3/AA-      .07%               .23%
--------------------------------------------------------------------------------
  3          > or = A2/A < A1/A+         .09%               .26%
--------------------------------------------------------------------------------
  4          > or = A3/A-< A2/A         .115%              .285%
--------------------------------------------------------------------------------
  5               < A3/A-                .14%               .36%
--------------------------------------------------------------------------------
</TABLE>

provided, however, that after the Term Loan Conversion Date, the Applicable Rate
for Eurodollar Rate Loans shall be increased by 0.20 (20 basis points) for each
of the above Pricing Levels.

         "Debt Rating" means, as of any date of determination, the rating as
         determined by either S&P or Moody's (collectively, the "Debt Ratings")
         of the Borrower's non-credit-enhanced, senior unsecured long-term debt;
         provided that if a Debt Rating is issued by each of the foregoing
         rating agencies, then the higher of such Debt Ratings shall apply (with
         the Debt Rating for Pricing Level 1 being the highest and the Debt
         Rating for Pricing Level 5 being the lowest), unless there is a split
         in Debt Ratings of more than one level, in which case the Pricing Level
         that is one level higher than the Pricing Level of the lower Debt
         Rating shall apply.

Initially, the Applicable Rate shall be Pricing Level 2. Thereafter, each change
in the Applicable Rate resulting from a publicly announced change in the Debt
Rating shall be effective during the period commencing on the date of the public
announcement thereof and ending on the date immediately preceding the effective
date of the next such change.

         "Approved Fund" has the meaning specified in Section 10.07(g).

         "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit D.

                                        2

<PAGE>

         "Attorney Costs" means and includes all reasonable fees, expenses and
disbursements of any law firm or other external counsel and, without
duplication, the reasonable allocated cost of internal legal services and all
reasonable expenses and disbursements of internal counsel.

         "Attributable Indebtedness" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries as filed in the 10-K filing with the
SEC for the year ended September 30, 2002, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for such
fiscal year of the Borrower and its Subsidiaries, including the notes thereto.

         "Availability 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 Commitments pursuant to Section 2.06 and (c) the date of
termination of the commitment of each Lender to make Loans pursuant to Section
8.02.

         "Banc of America Securities" means Banc of America Securities LLC and
its successors.

         "Bank of America" means Bank of America, N.A. and its successors.

         "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 such 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 Committed Loan" means a Committed Loan that is a Base Rate
Loan.

         "Base Rate Loan" means a Loan that bears interest based on the Base
Rate.

         "Borrower" has the meaning specified in the introductory paragraph
hereto.

         "Borrowing" means a Committed Borrowing.

         "Breakage Amount" means the amount of any loss (excluding loss of
anticipated profits), cost or expense incurred by the Alternative Rate Lender
(as calculated by it in a commercially reasonable manner, in connection with
which the Alternative Rate Lender may use any reasonable averaging or
attribution methods) as a result of its termination of, or acquisition of an
offsetting position with respect to, all or any portion of any funding or other
hedging arrangement entered into by the Alternative Rate Lender in whole or in
part in connection with an Alternative Rate Agreement. If the Breakage Amount
calculated by the Alternative Rate Lender is a positive number, then such amount
shall be payable by the Borrower pursuant to Sections 2.05(a) and 3.05(b) of
this Agreement.

                                        3

<PAGE>

         "Business Day" means any 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 Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market.

         "Change of Control" means, with respect to any Person, an event or
series of events by which:

                  (a)      any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but
         excluding any employee benefit plan of such person or its subsidiaries,
         and any person or entity acting in its capacity as trustee, agent or
         other fiduciary or administrator of any such plan) other than any
         member or members of the Hillenbrand Family Group becomes the
         "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
         Securities Exchange Act of 1934, except that a person or group shall be
         deemed to have "beneficial ownership" of all securities that such
         person or group has the right to acquire (such right, an "option
         right"), whether such right is exercisable immediately or only after
         the passage of time), directly or indirectly, of 30% or more of the
         equity securities of such Person entitled to vote for members of the
         board of directors or equivalent governing body of such Person on a
         fully-diluted basis (and taking into account all such securities that
         such person or group has the right to acquire pursuant to any option
         right); or

                  (b)      during any period of 12 consecutive months, a
         majority of the members of the board of directors or other equivalent
         governing body of such Person cease (other than by reason of death) to
         be composed of individuals (i) who were members of that board or
         equivalent governing body on the first day of such period, (ii) whose
         election or nomination to that board or equivalent governing body was
         approved by individuals referred to in clause (i) above constituting at
         the time of such election or nomination at least a majority of that
         board or equivalent governing body or (iii) whose election or
         nomination to that board or other equivalent governing body was
         approved by individuals referred to in clauses (i) and (ii) 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 (ii) and clause (iii), any individual whose initial
         nomination for, or assumption of office as, a member of that board or
         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).

         "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the
case of Section 4.01(b), waived by the Person entitled to receive the applicable
payment).

         "Code" means the Internal Revenue Code of 1986.

         "Collateral Obligation" has the meaning specified in Section 7.11.

         "Commitment" means, as to each Lender, its obligation to make Committed
Loans to the Borrower pursuant to Section 2.01, in an aggregate principal amount
at any one time outstanding not to exceed the amount set forth opposite such
Lender's name on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable, as such amount may be
adjusted from time to time in accordance with this Agreement.

                                        4

<PAGE>

         "Commitment Letter" means the letter agreement, dated June 18, 2003,
among the Borrower, Bank of America, Citicorp North America, Inc. and the Joint
Lead Arrangers.

         "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period made by each of the Lenders pursuant to Section
2.01.

         "Committed Loan" has the meaning specified in Section 2.01.

         "Committed Loan Notice" means a notice of (a) a Committed Borrowing,
(b) a conversion of Committed Loans from one Type to the other, or (c) a
continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A-1.

         "Compensation Period" has the meaning specified in Section 2.12(c)(ii).

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit C.

         "Consenting Lenders" has the meaning specified in Section 2.15.

         "Consolidated Total Capitalization" means, as of any date of
determination, the sum of (i) Consolidated Total Debt and (ii) Shareholders'
Equity of the Borrower and its Subsidiaries, calculated on a consolidated basis.

         "Consolidated Total Debt" means Indebtedness of the Borrower and its
Subsidiaries, calculated on a consolidated basis.

         "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "Control" has the meaning specified in the definition of "Affiliate."

         "Convertibles" has the meaning specified in Section 7.11.

         "Debt Rating" has the meaning specified in the definition of
"Applicable Rate."

         "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 or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

         "Default Rate" means an interest rate equal to (a) in the case of
Eurodollar Rate Loans, the sum of (i) the Eurodollar Rate for such Loans, plus
(ii) the Applicable Rate applicable to such Loans, plus (iii) 2% per annum, and
(b) in the case of Base Rate Loans and for all other purposes, the sum of (i)
the Base Rate then in effect, plus (ii) 2% per annum.

         "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Loans required to be funded by it hereunder within one
Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any

                                        5

<PAGE>

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 (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

         "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.

         "Documentation Agents" means Bank One, NA, LaSalle Bank National
Association and UBS AG, Stamford Branch and any successor documentation agents.

         "Dollar" and "$" mean lawful money of the United States.

         "Eligible Assignee" has the meaning specified in Section 10.07(g).

         "Environmental Laws" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.

         "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 of its Subsidiaries directly
or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

         "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 the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the 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 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 Sections 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 Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan:

                                        6

<PAGE>

                  (a)      the rate per annum equal to the rate determined by
         the Administrative Agent to be the offered rate that appears on
         Telerate Page 3750 (or any successor thereto) that displays an average
         British Bankers Association Interest Settlement Rate for deposits in
         Dollars (for delivery on the first day of such Interest Period) with a
         term equivalent to such Interest Period, determined as of approximately
         11:00 a.m. (London time) two Business Days prior to the first day of
         such Interest Period, or

                  (b)      if the rate referenced in the preceding subsection
         (a) does not appear on such page or service or such page or service
         shall not be available, the rate per annum equal to the rate determined
         by the Administrative Agent to be the offered rate on such other page
         or other service that displays an average British Bankers Association
         Interest Settlement Rate for deposits in Dollars (for delivery on the
         first day of such Interest Period) with a term equivalent to such
         Interest Period, determined as of approximately 11:00 a.m. (London
         time) two Business Days prior to the first day of such Interest Period,
         or

                  (c)      if the rates referenced in the preceding subsections
         (a) and (b) are not available, the rate per annum determined by the
         Administrative Agent as the rate of interest 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 Rate 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 4:00 p.m. (London
         time) two Business Days prior to the first day of such Interest Period.

         "Eurodollar Rate Loan" means a Committed Loan that bears interest at a
rate based on the Eurodollar Rate.

         "Event of Default" has the meaning specified in Section 8.01.

         "Existing 364-Day Facility" means the 364-Day Credit Agreement
($250,000,000 364-Day Revolving Credit Facility) dated as of August 2, 2002
among the Borrower, Bank of America, as administrative agent, Citicorp USA,
Inc., as syndication agent and Bank One, NA, LaSalle Bank National Association
and UBS AG, Stamford Branch, as documentation agents, as amended by the First
Amendment dated as of November 20, 2002.

         "Extension Effective Date" has the meaning specified in Section 2.15.

         "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 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.

         "Fee Letter" means the letter agreement with respect to certain fees,
dated June 18, 2003, among the Borrower, Bank of America, Citicorp North
America, Inc. and the Joint Lead Arrangers.

         "Foreign Lender" has the meaning specified in Section 10.15(a)(i).

                                        7

<PAGE>

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

         "Fund" has the meaning specified in Section 10.07(g).

         "Fundamental Change" has the meaning specified in Section 7.04.

         "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 or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

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

         "Guarantee" means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person. The amount of any Guarantee shall be
deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good
faith. The term "Guarantee" as a verb has a corresponding meaning.

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

         "Hillenbrand Family Group" means the descendants of John A. Hillenbrand
and members of such descendants' families and trusts for the benefit of such
Persons.

         "Increase Effective Date" has the meaning specified in Section 2.14(b).

         "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

                                        8

<PAGE>

                  (a)      all obligations of such Person for borrowed money and
         all obligations of such Person evidenced by bonds, debentures, notes,
         loan agreements or other similar instruments;

                  (b)      all direct or contingent obligations of such Person
         arising under letters of credit (including standby and commercial),
         bankers' acceptances, bank guaranties, surety bonds, appeal bonds,
         supersedeas bonds and similar instruments;

                  (c)      net obligations of such Person under any Swap
         Contract;

                  (d)      all obligations of such Person to pay the deferred
         purchase price of property or services (other than trade accounts
         payable in the ordinary course of business and, except for those being
         contested in good faith, not past due for more than 60 days after the
         date on which each such trade payable or account payable was created);

                  (e)      indebtedness (excluding prepaid interest thereon)
         secured by a Lien on property owned or being purchased by such Person
         (including indebtedness arising under conditional sales or other title
         retention agreements), whether or not such indebtedness shall have been
         assumed by such Person or is limited in recourse;

                  (f)      capital leases and Synthetic Lease Obligations; and

                  (g)      all Guarantees of such Person in respect of any of
         the foregoing.

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation, limited liability company or other limited
liability entity) in which such Person is a general partner or a joint venturer,
unless such Indebtedness is expressly made non-recourse to such Person. The
amount of any net obligation under any Swap Contract on any date shall be deemed
to be the Swap Termination Value thereof as of such date. The amount of any
capital lease or Synthetic Lease Obligation as of any date shall be deemed to be
the amount of Attributable Indebtedness in respect thereof as of such date.

         "Indemnified Liabilities" has the meaning specified in Section 10.05.

         "Indemnitees" has the meaning specified in Section 10.05.

         "Information" has the meaning specified in Section 10.08.

         "Interest Payment Date" means, (a) as to any Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date
or the Term Loan Maturity Date, in the event the Borrower exercises the Term-Out
Election; provided, however, that if any Interest Period for a Eurodollar Rate
Loan exceeds three months, the respective dates that fall every three months
after the beginning of such Interest Period shall also be Interest Payment
Dates; (b) as to any Base Rate Loan, the last Business Day of each March, June,
September and December and the Maturity Date or the Term Loan Maturity Date, in
the event the Borrower exercises the Term-Out Election; and (c) as to payment of
the Alternative Rate by the Borrower to the Alternative Rate Lender with respect
to a Committed Loan or any portion thereof, the corresponding Interest Payment
Date for such Committed Loan, or such other dates as agreed between the
Alternative Rate Lender and the Borrower and the Maturity Date or the Term Loan
Maturity Date in the event the Borrower exercises the Term-Out Election;
provided, further, that interest accruing at the Default Rate shall be payable
from time to time upon demand of Administrative Agent.

                                        9

<PAGE>

         "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three, six
or twelve months thereafter, as selected by the Borrower in its Committed 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;

                  (iii)    no Interest Period shall extend beyond the Maturity
         Date or the Term Loan Maturity Date, in the event the Borrower
         exercises the Term-Out Election; and

                  (iv)     the one-month Eurodollar Rate, at the Borrower's
         option, may have an Interest Period specified by the Borrower of
         fourteen to twenty nine days or an Interest Period of one month.

         "IRS" means the United States Internal Revenue Service.

         "Joinder" has the meaning specified in Section 2.14(a).

         "Joint Lead Arrangers" means Banc of America Securities and Citicorp
Global Markets Inc. (f/k/a Salomon Smith Barney Inc.) in their capacities as
joint lead arrangers and joint bookrunners.

         "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.

         "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes (i) each Lender with a commitment to make
Committed Loans as designated in Schedule 2.01 or in an Assignment and
Assumption or in a Joinder pursuant to which such Lender becomes a party hereto,
(ii) upon the Term-Out Election, if so exercised by the Borrower, each Lender
holding Committed Loans converted into term loans on the Term Loan Conversion
Date and (iii) as the context requires, the Alternative Rate 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.

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, and any financing lease having substantially the same economic effect
as any of the foregoing), in each case to secure any liability.

                                       10

<PAGE>

         "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Committed Loan.

         "Loan Documents" means this Agreement, each Note and the Fee Letter.

         "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, assets, liabilities
(actual or contingent), condition (financial or otherwise) or prospects of the
Borrower or the Borrower and its Subsidiaries taken as a whole or in the facts
and information regarding such entities as represented by the Borrower and its
Subsidiaries; (b) a material impairment of the ability of the Borrower to
perform its obligations under any Loan Document to which it is a party; or (c) a
material adverse effect upon the legality, validity, binding effect or
enforceability against the Borrower of any Loan Document to which it is a party.

         "Maturity Date" means the later of (a) the date 364 days following the
Closing Date and (b) if maturity is extended pursuant to Section 2.15, such
extended Maturity Date as determined pursuant to such Section.

         "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.

         "Note" means a promissory note made by the Borrower in favor of a
Lender evidencing Loans made by such Lender, substantially in the form of
Exhibit B.

         "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, the Borrower arising under any Loan
Document or otherwise with respect to any Loan, 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 the Borrower 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. Without limiting the generality of the
foregoing, the Obligations of the Borrower under the Loan Documents include (a)
the obligation to pay principal, interest, charges, expenses, fees, Attorney
Costs and disbursements, indemnities and other amounts payable by the Borrower
under any Loan Document and (b) the obligations of the Borrower to reimburse any
amount in respect of any of the foregoing that any Lender, in its sole
discretion, may elect to pay or advance on behalf of the Borrower.

         "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.

         "Original Rate" has the meaning specified in Section 2.08(d).

                                       11

<PAGE>

         "Other Taxes" has the meaning specified in Section 3.01(b).

         "Outstanding Amount" means the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of
Committed Loans occurring on such date.

         "Participant" has the meaning specified in Section 10.07(d).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "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.

         "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 Code or Title IV of ERISA, any ERISA
Affiliate.

         "Pro Rata Share" means, with respect to each Lender at any time, a
fraction (expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the amount of the Commitment of such Lender at such
time and the denominator of which is the amount of the Aggregate Commitments at
such time; provided that if the commitment of each Lender to make Loans has been
terminated pursuant to Section 8.02, then the Pro Rata Share of each Lender
shall be determined based on the Pro Rata Share of such Lender immediately prior
to such termination and after giving effect to any subsequent assignments made
pursuant to the terms hereof. The initial Pro Rata Share of each Lender is set
forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.

         "Register" has the meaning specified in Section 10.07(c).

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.

         "Request for Alternative Rate" means, with respect to an Alternative
Rate Agreement, a written request, substantially in the form of Exhibit A-2,
duly completed and signed by a Responsible Officer and delivered to the
Alternative Rate Lender.

         "Required Lenders" means, as of any date of determination, Lenders
having more than 50% of the Aggregate Commitments or, if the commitment of each
Lender to make Loans has been terminated pursuant to Section 8.02 or otherwise,
Lenders holding in the aggregate more than 50% of the Total Outstandings;
provided that the Commitment of, and the portion of the Total Outstandings held
or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders.

         "Responsible Officer" means the chief executive officer, president,
chief financial officer, treasurer or assistant treasurer of the Borrower. Any
document delivered hereunder that is signed by a

                                       12

<PAGE>

Responsible Officer of the Borrower shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other 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 any dividend or other distribution (whether
in cash, securities or other property) with respect to any capital stock or
other equity interest of the Borrower or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other equity interest
or of any option, warrant or other right to acquire any such capital stock or
other equity interest, or on account of any return of capital to the Borrower's
stockholders, partners or members (or the equivalent Persons thereof) or the
issuance of any equity interest.

         "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.

         "Shareholders' Equity" means, as of any date of determination,
consolidated shareholders' equity of the Borrower and its Subsidiaries as of
that date determined in accordance with GAAP.

         "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 securities or other interests having ordinary voting power for
the election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are 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. Any reference to the Borrower and Subsidiaries in the context of
financial statements, financial covenants or other financial matters means the
Borrower and its Subsidiaries that are consolidated with the Borrower in
accordance with GAAP.

         "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, a "Master 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

                                       13

<PAGE>

referenced in subsection (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).

         "Syndication Agent" means Citicorp North America, Inc. in its capacity
as syndication agent under any of the Loan Documents, or any successor
syndication agent.

         "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

         "Taxes" has the meaning specified in Section 3.01(a).

         "Term Loan Conversion Date" has the meaning specified in Section 2.07.

         "Term-Out Election" has the meaning specified in Section 2.07.

         "Term Loan Maturity Date" has the meaning specified in Section 2.07.

         "Three-Year Facility" means the Three-Year Credit Agreement
($250,000,000 Three-Year Revolving Credit Facility) dated as of August 2, 2002
among the Borrower, the lenders party thereto, Bank of America, as
administrative agent, swing line lender and alternative rate lender, Bank of
America, Bank One, NA, and LaSalle Bank National Association, as letter of
credit issuers, Citicorp USA, Inc., as syndication agent and Bank One, NA,
LaSalle Bank National Association and UBS AG, Stamford Branch, as documentation
agents, as amended and extended from time to time.

         "Threshold Amount" means $25,000,000.

         "Total Outstandings" means the aggregate Outstanding Amount of all
Loans.

         "Type" means, with respect to a Committed Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan.

         "Unaudited Financial Statements" means the unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as filed in the 10-Q filing
with the SEC for the quarter ended March 31, 2003, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for such
fiscal quarter of the Borrower and its Subsidiaries, including the notes
thereto.

         "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 the Pension Plan pursuant to Section 412 of the Code for the
applicable plan year.

         "United States" and "U.S." mean the United States of America.

                                       14

<PAGE>

         "Utilization Fee Applicable Rate" means, from time to time, the
following percentage per annum, based upon the Debt Ratings as set forth below:

<TABLE>
<CAPTION>
                                                 UTILIZATION FEE
PRICING LEVEL         DEBT RATINGS               APPLICABLE RATE
                       S&P/MOODY'S         ------------------------------
                                           > 33% < or = 66%(1)   > 66%(2)
-------------------------------------------------------------------------
<S>              <C>                       <C>                   <C>
     1           > or = Aa3/AA-                   .05%            .10%
-------------------------------------------------------------------------
     2           > or = A1/A+ < Aa3/AA-           .05%            .10%
-------------------------------------------------------------------------
     3           > or = A2/A < A1/A+              .05%            .10%
-------------------------------------------------------------------------
     4           > or = A3/A- < A2/A              .10%            .20%
-------------------------------------------------------------------------
     5                < A3/A-                     .20%            .25%
-------------------------------------------------------------------------
</TABLE>

         SECTION 1.02 OTHER INTERPRETIVE PROVISIONS. With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in
such other Loan Document:

         (a)      The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.

         (b)      (i) The words "herein," "hereto," "hereof" and "hereunder" and
words of similar import when used in any Loan Document shall refer to such Loan
Document as a whole and not to any particular provision thereof.

                  (ii)     Article, Section, Exhibit and Schedule references are
         to the Loan Document in which such reference appears.

                  (iii)    The term "including" is by way of example and not
         limitation.

                  (iv)     The term "documents" includes any and all
         instruments, documents, agreements, certificates, notices, reports,
         financial statements and other writings, however evidenced, whether in
         physical or electronic form.

         (c)      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."

         (d)      Each reference to "basis points" or "bps" shall be interpreted
in accordance with the convention that 100 bps = 1.0%.

         (e)      Section headings herein and in the other Loan Documents are
included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.

---------------------------
(1) Utilization fee when Total Outstandings plus the Total Outstandings (as such
term is defined in the Three-Year Facility) under the Three-Year Facility are
greater than 33%, but less than or equal to 66% of the Aggregate Commitments
plus the Aggregate Commitments (as defined in the Three-Year Facility) under the
Three-Year Facility.

(2) Utilization fee when Total Outstandings plus the Total Outstandings (as such
term is defined in the Three-Year Facility) under the Three-Year Facility are
greater than 66% of the Aggregate Commitments plus the Aggregate Commitments (as
defined in the Three-Year Facility) under the Three-Year Facility.

                                       15

<PAGE>

         SECTION 1.03 ACCOUNTING TERMS. (a) 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 Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise specifically prescribed
herein.

         (b)      If at any time any change in GAAP would affect the computation
of any financial ratio or requirement set forth in any Loan Document, and either
the Borrower or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Borrower shall 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 (such approval not to
be unreasonably withheld, delayed or conditioned)); 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 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.

         SECTION 1.04 ROUNDING. Any financial ratios required to be maintained
by the Borrower pursuant to this 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).

         SECTION 1.05 REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise
expressly provided herein, (a) references to Organization Documents, agreements
(including the Loan Documents) and other contractual instruments shall be deemed
to include all subsequent amendments, restatements, extensions, supplements and
other modifications thereto, but only to the extent that such amendments,
restatements, extensions, supplements and other modifications are not prohibited
by any Loan Document; and (b) references to any Law shall include all statutory
and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Law.

         SECTION 1.06 TIMES OF DAY. Unless otherwise specified, all references
herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).

                                   ARTICLE II
                      THE COMMITMENTS AND CREDIT EXTENSIONS

         SECTION 2.01 COMMITTED LOANS. Subject to the terms and conditions set
forth herein, each Lender severally agrees to make loans (each such loan, a
"Committed Loan") to the Borrower from time to time, on any Business Day during
the Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender's Commitment; provided, however, that
after giving effect to any Committed Borrowing, (i) the Total Outstandings shall
not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount
of the Committed Loans of any Lender shall not exceed such Lender's Commitment.
Within the limits of each Lender's Commitment, and subject to the other terms
and conditions hereof, the Borrower may borrow under this Section 2.01, prepay
under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be
Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

                                       16

<PAGE>

         SECTION 2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED
LOANS.

         (a)      Each Committed Borrowing, each conversion of Committed Loans
from one Type to the other, and, except as provided below with respect to
Committed Loans as to which the Alternative Rate is applicable, each
continuation of Eurodollar Rate 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 Rate Loans or of any conversion
of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested
date of any Borrowing of Base Rate Committed Loans. Each telephonic notice by
the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of the Borrower.
Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall
be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in
excess thereof. Each Borrowing of or conversion to Base Rate Committed Loans
shall be in a principal amount of $500,000 or a whole multiple of $100,000 in
excess thereof. Each Committed Loan Notice (whether telephonic or written) shall
specify (i) whether the Borrower is requesting a Committed Borrowing, a
conversion of Committed Loans from one Type to the other, or a continuation of
Eurodollar Rate 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 Committed Loans to be borrowed, converted or continued, (iv)
the Type of Committed Loans to be borrowed or to which existing Committed Loans
are to be converted, and (v) if a Eurodollar Rate Loan, the duration of the
Interest Period with respect thereto. If the Borrower fails to specify a Type of
Committed Loan in a Committed Loan Notice or if the Borrower fails to give a
timely notice requesting a conversion or continuation, then the applicable
Committed Loans shall be made or continued 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 Rate Loans. If the Borrower requests a Borrowing of, conversion to,
or continuation of Eurodollar Rate Loans (other than continuations of Eurodollar
Rate Loans to an Interest Period during which an Alternative Rate shall be in
effect with respect to such Eurodollar Rate Loan) in any such Committed Loan
Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month. During the Alternative Rate Period
applicable to any Eurodollar Rate Loan, unless, not later than the time by which
the Borrower would otherwise be required to give notice of continuation of such
Eurodollar Rate Loan to a successive Interest Period pursuant to the second
sentence of this Section 2.02(a), the Alternative Rate Lender shall have
notified the Administrative Agent that an Alternative Rate is no longer in
effect with respect to such Eurodollar Rate Loan.

         (b)      Following receipt of a Committed Loan Notice, the
Administrative Agent shall promptly notify each Lender of the amount of its Pro
Rata Share of the applicable Committed 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 described in the preceding subsection (a). In the case of a Committed
Borrowing, each Lender shall make the amount of its Committed 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 Committed Loan Notice. Upon satisfaction of the applicable conditions
set forth in Section 4.02 (and, if such Borrowing is the initial Borrowing,
Section 4.01), 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 an 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.

                                       17

<PAGE>

         (c)      Except as otherwise provided herein, a Eurodollar Rate Loan
may be continued or converted only on the last day of an Interest Period for
such Eurodollar Rate Loan. During the existence of a Default, no Loans may be
requested as, converted to or continued as Eurodollar Rate Loans without the
consent of the Required Lenders.

         (d)      The Administrative Agent shall promptly notify the Borrower
and the Lenders of the interest rate (other than the Alternative Rate)
applicable to any Interest Period for Eurodollar Rate Loans upon determination
of such interest rate. The determination of the Eurodollar Rate by the
Administrative Agent shall be conclusive in the absence of manifest error. 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.

         (e)      After giving effect to all Committed Borrowings, all
conversions of Committed Loans from one Type to the other, and all continuations
of Committed Loans as the same Type, there shall not be more than ten Interest
Periods in effect with respect to Eurodollar Rate Loans.

         (f)      The failure of any Lender to make the Loan to be made by it as
part of any Committed Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Loan on the date of such Committed
Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Loan to be made by such other Lender on the date of any
Committed Borrowing.

         (g)      The Borrower may irrevocably request an Alternative Rate
Agreement for all or any portion of a Committed Loan (including continuations
thereof during the Alternative Rate Period in accordance with the next to last
sentence of Section 2.02(a)) in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof by delivering a Request for Alternative
Rate to the Alternative Rate Lender not later than 10:00 a.m., (i) three
Business Days preceding the first Business Day of the month after the Request
for Alternative Rate was given or the day the Request for Alternative Rate was
given if such day is the first Business Day of a month, and (ii) five Business
Days prior to the first day of the initial Interest Period during which the
Alternative Rate is to be applicable for a Eurodollar Rate Loan. The Alternative
Rate Lender shall have no obligation to agree to a Request for Alternative Rate
and no Request for Alternative Rate shall be deemed accepted by the Alternative
Rate Lender until the Request for Alternative Rate is accepted in writing by the
Alternative Rate Lender. Any Alternative Rate Agreement will become effective
(i) for a Base Rate Loan, on the first Business Day of a month and (ii) for a
Eurodollar Rate Loan, on the first day of the Interest Period for such Loan
within the applicable Alternative Rate Period, and shall continue in effect,
unless earlier terminated as herein provided, for the Alternative Rate Period
applicable thereto.

         SECTION 2.03 [INTENTIONALLY OMITTED].

         SECTION 2.04 [INTENTIONALLY OMITTED].

         SECTION 2.05 PREPAYMENTS.

         (a)      The Borrower may, upon notice to the Administrative Agent, at
any time or from time to time voluntarily prepay Committed Loans in whole or in
part without premium or penalty; provided that (i) such notice must be received
by the Administrative Agent not later than 11:00 a.m. (A) three Business Days
prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of
prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess

                                       18

<PAGE>

thereof or, in each case, 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 Committed Loans to be prepaid. The Administrative
Agent will promptly notify each Lender of its receipt of each such notice, and
of the amount of such Lender's Pro Rata Share 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 Rate Loan shall be accompanied
by all accrued interest thereon, together with any additional amounts required
pursuant to Section 3.05. Each such prepayment shall be applied to the Committed
Loans of the Lenders in accordance with their respective Pro Rata Shares. Any
prepayment of a Committed Loan with respect to which the Borrower has agreed to
pay an Alternative Rate to the Alternative Rate Lender shall also be accompanied
by any relevant Breakage Amount.

         (b)      If for any reason the Total Outstandings at any time exceed
the Aggregate Commitments then in effect, the Borrower shall immediately prepay
Loans in an aggregate amount equal to such excess.

         SECTION 2.06 TERMINATION OR REDUCTION OF COMMITMENTS. The Borrower may,
upon notice to the Administrative Agent, terminate the Aggregate Commitments, or
from time to time permanently reduce the Aggregate Commitments; provided that
(i) any such notice shall be received by the Administrative Agent not later than
11:00 a.m. five Business Days prior to the date of termination or reduction,
(ii) any such partial reduction shall be in an aggregate amount of $10,000,000
or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower
shall not terminate or reduce the Aggregate Commitments if, after giving effect
thereto and to any concurrent prepayments hereunder, the Total Outstandings
would exceed the Aggregate Commitments. The Administrative Agent will promptly
notify the Lenders of any such notice of termination or reduction of the
Aggregate Commitments. Any reduction of the Aggregate Commitments shall be
applied to the Commitment of each Lender according to its Pro Rata Share. All
facility and utilization fees accrued until the effective date of any
termination of the Aggregate Commitments shall be paid on the effective date of
such termination.

         SECTION 2.07 REPAYMENT OF LOANS. The Borrower shall repay to the
Lenders on the Maturity Date the aggregate principal amount of Committed Loans
outstanding on such date; provided, that, the Borrower may, by giving written
notice to the Administrative Agent (who shall promptly notify the Lenders)
delivered not more than 45 Business Days and not less than 30 Business Days
prior to the Maturity Date, elect (the "Term-Out Election") to convert all of
the Total Outstandings on the Maturity Date (the "Term Loan Conversion Date")
into term loans which the Borrower shall repay in full to the Administrative
Agent for the account of the Lenders on the first anniversary of the Maturity
Date (the "Term Loan Maturity Date"); provided, however, that no Default has
occurred and is continuing on the date of notice of the Term-Out Election or on
the Term Loan Conversion Date and all of the conditions set forth in Section
4.02 have been met. The Aggregate Commitments shall be permanently reduced on
the Term Loan Conversion Date to an amount equal to the aggregate principal
amount of such term loans on such date and shall continue for all purposes of
this Agreement until the Term Loan Maturity Date, but shall no longer be
available for any further advances of Loans after the Term Loan Conversion Date.
After the Term Loan Conversion Date, the Applicable Rate for Eurodollar Rate
Loans shall be increased by 0.20% (20 basis points) for each of the Pricing
Levels in the table for the Applicable Rate set forth in Section 1.01, and for
the Base Rate and Alternative Rates shall bear interest on the same terms as the
Loans prior to the conversion to term loans until the Term Loan Maturity Date.
Amounts repaid or prepaid on the term loans may not be reborrowed, and the
Aggregate Commitments shall be permanently reduced, on a pro rata basis among
all Lenders, by all such amounts of repayment or prepayment.

                                       19

<PAGE>

         SECTION 2.08 INTEREST.

         (a)      Subject to the provisions of Section 2.07 and subsection (b)
below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to
the Eurodollar Rate for such Interest Period plus the Applicable Rate; and (ii)
each Base Rate Committed 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.

         (b)      If any amount payable by the Borrower under any Loan Document
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. Furthermore,
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. Accrued and unpaid interest on past due
amounts (including interest on past due 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. To the extent permitted by Law, 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.

         (d)      Upon the written acceptance of a Request for Alternative Rate
by the Alternative Rate Lender with respect to a Committed Loan or any portion
thereof (including continuations thereof in accordance with the next to last
sentence of Section 2.02(a)), the Borrower shall pay interest to the Alternative
Rate Lender for its account on the unpaid principal amount of such Committed
Loan or relevant portion thereof at a rate per annum equal to the Alternative
Rate from the effective date of the Alternative Rate Agreement on each Interest
Payment Date occurring prior to the end of (and including the last day of) the
Alternative Rate Period for such Committed Loan or earlier termination of the
Alternative Rate pursuant to the terms of the Alternative Rate Agreement or this
Agreement; provided, however, that each Lender (other than the Alternative Rate
Lender) shall continue to receive from the Administrative Agent (after its
receipt of payment from the Alternative Rate Lender as set forth in the
immediately following sentence) its Pro Rata Share of interest on such Committed
Loan determined pursuant to subsection (a) above. The Lenders agree that to the
extent that the Borrower pays the Alternative Rate on an Interest Payment Date
for a Committed Loan or relevant portion thereof to the Alternative Rate Lender,
the Borrower's obligation to pay interest on such Committed Loan on such
Interest Payment Date shall have been satisfied and it shall be the
responsibility of the Alternative Rate Lender to pay to the Administrative Agent
for the account of the other Lenders the interest due on such Committed Loan
determined pursuant to subsection (a) above on such Interest Payment Date. The
Borrower and Lenders acknowledge and agree that (i) the Alternative Rate Lender
may, in its sole discretion, at any time upon the occurrence of any event or
condition described in Section 3.05(b), by notice to the Borrower and the
Administrative Agent terminate the Alternative Rate Agreement and cause the
Alternative Rate applicable to a Committed Loan to revert to (A) the interest
rate otherwise applicable to such Committed Loan determined pursuant to
subsection (a) above (the "Original Rate"), or (B) the Default Rate if it would
then be applicable to such Committed Loan pursuant to subsection (b) above, (ii)
if, with respect to a Committed Loan as to which an Alternative Rate is then
applicable, the Lenders (other than the Alternative Rate Lender) shall fail to
receive the Original Rate or, if applicable, the Default Rate for such Committed
Loan from the Administrative Agent, the Alternative Rate shall automatically
revert to the Original Rate or, if applicable, the Default Rate for such
Committed Loan and the Alternative Rate Agreement applicable to such Loan shall,
at the discretion of the Alternative Rate Lender, terminate, and (iii) no Lender
shall have any right to any payment or performance from the

                                       20

<PAGE>

Alternative Rate Lender hereunder or otherwise in respect of any Alternative
Rate Agreement other than as provided in the second sentence of this Section
2.08(d). The Borrower and the Lenders further acknowledge and agree that
notwithstanding the foregoing, in the event that the Default Rate shall at any
time apply to a Committed Loan as to which an Alternative Rate Agreement remains
in effect, the Borrower shall be solely responsible for the full and timely
payment to the Administrative Agent for the account of the Lenders (including
the Alternative Rate Lender) of the amount by which such Default Rate exceeds
the Original Rate. Further, the Borrower and the Lenders acknowledge and agree
that notwithstanding the foregoing, in the event that any taxes, costs or
expenses shall be required to be paid by the Borrower under Article III or
Section 10.15 with respect to any Committed Loan as to which an Alternative Rate
Agreement remains in effect, the Borrower shall be solely responsible for the
full and timely payment to the Administrative Agent for the account of the
Lenders (including the Alternative Rate Lender) of any such taxes, costs or
expenses under Article III or Section 10.15.

         SECTION 2.09 FEES.

         (a)      Facility Fee. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share, a
facility fee equal to the Applicable Rate times the actual daily amount of the
Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the
Outstanding Amount of all Committed Loans), regardless of usage. The facility
fee shall accrue at all times during the Availability Period (and thereafter so
long as any Committed Loans remain outstanding), including at any time during
which one or more of the conditions in Article IV 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 Maturity Date (and, if applicable, thereafter on
demand). The facility 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.

         (b)      Utilization Fee. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share, a
utilization fee equal to the Utilization Fee Applicable Rate times the Total
Outstandings on each day that the sum of (i) the Total Outstandings plus (ii)
the Total Outstandings (as such term is defined in the Three-Year Facility)
under the Three-Year Facility on such day exceeds 33% of the actual daily amount
of the sum of (i) the Aggregate Commitments plus (ii) the Aggregate Commitments
(as such term is defined in the Three-Year Facility) under the Three-Year
Facility. The utilization fee under this Agreement 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 ending on the Maturity Date. The utilization fee under this Agreement shall
be calculated quarterly in arrears and if there is any change in the Applicable
Rate during any quarter, the daily amount shall be computed and multiplied by
the Utilization Fee Applicable Rate for each period during which such
Utilization Fee Applicable Rate was in effect. The utilization fee shall accrue
at all times, including at any time during which one or more of the conditions
in Article IV is not met.

         (c)      Other Fees. (i) The Borrower shall pay to the Joint Lead
Arrangers and the Administrative Agent for their own respective accounts fees in
the amounts and at the times specified in the Commitment Letter and the Fee
Letter. Unless agreed to otherwise, such fees shall be fully earned when paid
and shall not be refundable for any reason whatsoever.

                  (ii)     The Borrower shall pay to the Lenders such fees as
         shall have been separately agreed upon in writing in the amounts and at
         the times so specified. Such fees shall be fully earned when paid and
         shall not be refundable for any reason whatsoever.

                                       21

<PAGE>

         SECTION 2.10 COMPUTATION OF INTEREST AND FEES. 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 (including Alternative Rate) 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.

         SECTION 2.11 EVIDENCE OF DEBT.

         (a)      The Loans 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 Loans 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 Note, which shall evidence such Lender's
Loans in addition to such accounts or records. Each Lender may attach schedules
to its Note and endorse thereon the date, Type (if applicable), amount and
maturity of its Loans and payments with respect thereto.

         (b)      Entries made in good faith by the Administrative Agent and
each Lender in its account or accounts pursuant to subsection (a) above, shall
be prima facie evidence of the amount of principal and interest due and payable
or to become due and payable from the Borrower to, in the case of such account
or accounts, such Lender, under this Agreement and the other Loan Documents,
absent manifest error; provided that the failure of the Administrative Agent or
such Lender to make an entry, or any finding that an entry is incorrect, in such
account or accounts shall not limit or otherwise affect the obligations of the
Borrower under this Agreement and the other Loan Documents.

         SECTION 2.12 PAYMENTS GENERALLY.

         (a)      All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or set-off.
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 Pro Rata Share (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.

         (b)      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 in computing
interest or fees, as the case may be; provided, however, that, if such extension
would cause payment of interest on or principal of Eurodollar Rate Loans to be
made in the

                                       22

<PAGE>

next succeeding calendar month, such payment shall be made on the immediately
preceding Business Day.

         (c)      Unless the Borrower, the Alternative Rate Lender or any Lender
has notified the Administrative Agent, prior to the date any payment is required
to be made by it to the Administrative Agent hereunder, that the Borrower or
such Alternative Rate Lender or Lender, as the case may be, will not make such
payment, the Administrative Agent may assume that the Borrower or such
Alternative Rate Lender or Lender, as the case may be, has timely made such
payment and may (but shall not be so required to), in reliance thereon, make
available a corresponding amount to the Person entitled thereto. If and to the
extent that such payment was not in fact made to the Administrative Agent in
immediately available funds, then:

                  (i)      if the Borrower or Alternative Rate Lender failed to
         make such payment, each Lender shall forthwith on demand repay to the
         Administrative Agent the portion of such assumed payment that was made
         available to such Lender in immediately available funds, together with
         interest thereon in respect of each day from and including the date
         such amount was made available by the Administrative Agent to such
         Lender to the date such amount is repaid to the Administrative Agent in
         immediately available funds at the Federal Funds Rate from time to time
         in effect; and

                  (ii)     if any Lender failed to make such payment, such
         Lender shall forthwith on demand pay to the Administrative Agent the
         amount thereof in immediately available funds, together with interest
         thereon for the period from the date such amount was made available by
         the Administrative Agent to the Borrower to the date such amount is
         recovered by the Administrative Agent (the "Compensation Period") at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect. If such Lender pays such amount to the Administrative Agent,
         then such amount shall constitute such Lender's Committed Loan included
         in the applicable Borrowing. If such Lender does not pay such amount
         forthwith upon the Administrative Agent's demand therefor, the
         Administrative Agent may make a demand therefor upon the Borrower, and
         the Borrower shall pay such amount to the Administrative Agent,
         together with interest thereon for the Compensation Period at a rate
         per annum equal to the rate of interest applicable to the applicable
         Borrowing. Nothing herein shall be deemed to relieve any Lender from
         its obligation to fulfill its Commitment or to prejudice any rights
         which the Administrative Agent or the Borrower may have against any
         Lender as a result of any default by such Lender hereunder.

         A notice from the Administrative Agent to any Lender or the Borrower
with respect to any amount owing under this subsection (c) shall be conclusive,
absent manifest error.

         (d)      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
Borrowing set forth in Article IV 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.

         (e)      The obligations of the Lenders hereunder to make Committed
Loans are several and not joint. The failure of any Lender to make any Committed
Loan 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 Committed Loan.

                                       23

<PAGE>

         (f)      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.

         (g)      The Borrower hereby authorizes each Lender, if and to the
extent payment owed to such Lender is not made when due hereunder or, in the
case of a Lender under the Note held by such Lender, to charge from time to time
against any and all of the Borrower's accounts with such Lender any amount so
due.

         SECTION 2.13 SHARING OF PAYMENTS. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Committed Loans made
by it, any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such
participations in the Committed Loans made by them to share the excess payment
in respect of such Committed Loans pro rata with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from the purchasing Lender under any of the circumstances described in
Section 10.06 (including pursuant to any settlement entered into by the
purchasing Lender in its discretion), such purchase shall to that extent be
rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid therefor, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of such
paying Lender's required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered, without further
interest thereon; provided, further, that payment of any Breakage Amount by the
Borrower which has been obtained by the Alternative Rate Lender by set-off
pursuant to Section 10.09 hereof shall not be subject to the provisions of this
Section. The Borrower agrees that any Lender so purchasing a participation from
another Lender may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off, but subject to Section 10.09)
with respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation. The Administrative
Agent will keep records (which shall be conclusive and binding in the absence of
manifest error) of participations purchased under this Section and will in each
case notify the Lenders and the Borrower following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests,
demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.

         SECTION 2.14 INCREASE IN COMMITMENTS.

         (a)      Provided there exists no Default, upon notice to the
Administrative Agent (which shall promptly notify the Lenders), the Borrower may
from time to time, request an increase in the Aggregate Commitments; provided
that such increase(s) in the Aggregate Commitments hereunder, when combined with
any increase(s) in the Aggregate Commitments (as such term is defined in the
Three-Year Facility) requested by the Borrower pursuant to Section 2.14 of the
Three-Year Facility, total no more than $100,000,000 in the aggregate. At the
time of sending such notice, the Borrower (in consultation with the
Administrative Agent) shall specify the time period within which each Lender is
requested to respond (which shall in no event be less than five Business Days
from the date of delivery of such notice to the Lenders). Each Lender shall
notify the Administrative Agent within such time period whether or not it agrees
to increase its Commitment and, if so, whether by an amount equal to, greater
than, or less than its Pro Rata Share of such requested increase. Any Lender not
responding within such time period shall be deemed to have declined to increase
its Commitment. The Administrative Agent shall notify the Borrower and each
Lender of the Lenders' responses to each request made hereunder. To achieve the
full

                                       24
<PAGE>

amount of a requested increase, the Borrower may also invite additional Eligible
Assignees to become Lenders pursuant to a joinder agreement substantially in the
form of Exhibit F (a "Joinder").

         (b)      If the Aggregate Commitments are increased in accordance with
this Section, the Administrative Agent and the Borrower shall determine within a
reasonable period of time the effective date (the "Increase Effective Date") and
the final allocation of such increase. The Administrative Agent shall promptly
notify the Borrower and the Lenders of the final allocation of such increase and
the Increase Effective Date. As a condition precedent to such increase, the
Borrower shall deliver to the Administrative Agent a certificate of the Borrower
dated as of the Increase Effective Date (for further distribution to each
Lender) signed by a Responsible Officer of the Borrower (i) certifying and
attaching the resolutions adopted by the Borrower approving or consenting to
such increase, and (ii) certifying that, before and after giving effect to such
increase, (A) the representations and warranties contained in Article V and the
other Loan Documents are true and correct in all material respects on and as of
the Increase Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true
and correct in all material respects as of such earlier date, and except that
for purposes of this Section 2.14, the representations and warranties contained
in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most
recent statements furnished pursuant to subsections (a) and (b), respectively,
of Section 6.01, and (B) no Default exists. The Borrower shall prepay any
Committed Loans outstanding on the Increase Effective Date (and pay any
additional amounts required pursuant to Section 3.05) to the extent necessary to
keep the outstanding Committed Loans ratable with any revised Pro Rata Shares
arising from any nonratable increase in the Aggregate Commitments under this
Section.

         (c)      This Section shall supersede any provisions in Sections 2.13
or 10.01 to the contrary.

         SECTION 2.15 EXTENSION OF MATURITY DATE.

         (a)      Not earlier than 45 days prior to the Maturity Date then in
effect, the Borrower may, upon notice to the Administrative Agent (which shall
promptly notify the Lenders), request a 364-day extension of the Maturity Date
then in effect. Not earlier than 30 days prior to the Maturity Date then in
effect, each Lender shall notify the Administrative Agent whether or not it
consents to such extension (which consent may be given or withheld in such
Lender's sole and absolute discretion). Any Lender not responding within the
above time period shall be deemed not to have consented to such extension. The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
Lenders' responses. If any Lender declines, or is deemed to have declined, to
consent to such extension, the Borrower may cause any such Lender to be replaced
as a Lender pursuant to Section 10.18.

         (b)      The Maturity Date shall be extended only if all Lenders (after
giving effect to any replacements of Lenders permitted herein) (the "Consenting
Lenders") have consented thereto. If so extended, the Maturity Date, as to the
Consenting Lenders, shall be extended to a date 364 days from the Maturity Date
then in effect, effective as of the Maturity Date then in effect (such existing
Maturity Date being the "Extension Effective Date"). The Administrative Agent
and the Borrower shall promptly confirm to the Lenders such extension and the
Extension Effective Date. As a condition precedent to such extension, the
Borrower shall deliver to the Administrative Agent a certificate of the Borrower
dated as of the Extension Effective Date (for further distribution to each
Lender) signed by a Responsible Officer of the Borrower (i) certifying and
attaching the resolutions adopted by the Borrower approving or consenting to
such extension and (ii) certifying that, before and after giving effect to such
extension, (A) the representations and warranties contained in Article V and the
other Loan Documents are true and correct in all material respects on and as of
the Extension Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true
and correct in all material respects as of such earlier date, and except that
for purposes of this Section 2.15, the

                                       25
<PAGE>

representations and warranties contained in subsections (a) and (b) of Section
5.05 shall be deemed to refer to the most recent statements furnished pursuant
to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default
exists. The Borrower shall prepay any Loans outstanding on the Extension
Effective Date (and pay any additional amounts required pursuant to Section
3.05) to the extent necessary to keep outstanding Loans ratable with any revised
and new Pro Rata Shares of all the Lenders effective as of the Extension
Effective Date.

         (c)      This Section shall supersede any provisions in Section 2.13 or
10.01 to the contrary.

                                  ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         SECTION 3.01 TAXES.

         (a)      Subject to Section 10.15, any and all payments by the Borrower
to or for the account of the Administrative Agent or any Lender under any Loan
Document shall be made free and clear of and without deduction for any and all
present or future taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and all liabilities with respect thereto,
excluding, in the case of the Administrative Agent and each Lender, taxes
imposed on or measured by its overall net or gross income, and franchise taxes
imposed on it (in lieu of net or gross income taxes), by the jurisdiction (or
any political subdivision thereof) under the Laws of which the Administrative
Agent, such Lender or applicable Lending Office, as the case may be, is
organized or maintains a lending office (all such non-excluded taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges,
and liabilities being hereinafter referred to as "Taxes"). Subject to Section
10.15, if the Borrower shall be required by any Laws to deduct any Taxes from or
in respect of any sum payable under any Loan Document to the Administrative
Agent or any Lender, (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section), each of the Administrative Agent
and such Lender receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions,
(iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable Laws, and (iv) within
30 days after the date of such payment, the Borrower shall furnish to the
Administrative Agent (which shall forward the same to such Lender) the original
or a certified copy of a receipt evidencing payment thereof.

         (b)      In addition, the Borrower agrees to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

         (c)      If the Borrower shall be required to deduct or pay any Taxes
or Other Taxes from or in respect of any sum payable under any Loan Document to
the Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent or to such Lender, as the case may be, at the time interest
is paid, such additional amount that the Administrative Agent or such Lender
specifies is necessary to preserve the after-tax yield (after factoring in all
taxes, including taxes imposed on or measured by net or gross income) that the
Administrative Agent or such Lender would have received if such Taxes or Other
Taxes had not been imposed.

         (d)      The Borrower agrees to indemnify the Administrative Agent and
each Lender for (i) the full amount of Taxes and Other Taxes (including any
Taxes or Other Taxes imposed or asserted by any

                                       26
<PAGE>

jurisdiction on amounts payable under this Section 3.01) paid by the
Administrative Agent and such Lender, (ii) amounts payable under Section 3.01(c)
and (iii) any liability (including additions to tax, penalties, interest and
expenses) arising therefrom or with respect thereto, in each case whether or not
such Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. Payment under this subsection (d) shall be made
within 30 days after the date the Lender or the Administrative Agent makes a
demand therefor.

         SECTION 3.02 ILLEGALITY. 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 Rate Loans, or to determine or charge interest rates based upon
the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower
through the Administrative Agent, any obligation of such Lender to make or
continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to
Eurodollar Rate 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 Rate 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 Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower
shall also pay accrued interest on the amount so prepaid or converted. Each
Lender agrees to designate a different Lending Office if such designation will
avoid the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender. As to any such
affected Lender, any Eurodollar Rate Loan will be funded as a Base Rate Loan.

         SECTION 3.03 INABILITY TO DETERMINE RATES. If the Required Lenders
determine that for any reason adequate and reasonable means do not exist for
determining the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan does
not adequately and fairly reflect the cost to such Lenders of funding such Loan,
the Administrative Agent will promptly so notify the Borrower and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
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 Rate Loans or, failing that, will be deemed to have
converted such request into a request for a Committed Borrowing of Base Rate
Loans in the amount specified therein.

         SECTION 3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY;
RESERVES ON EURODOLLAR RATE LOANS.

         (a)      If any Lender determines that as a result of the introduction
of or any change in any Law after the Closing Date or in the interpretation of
any Law after the Closing Date, or such Lender's compliance therewith, there
shall be any increase in the cost to such Lender of agreeing to make or making,
funding or maintaining Eurodollar Rate Loans or (as the case may be) or a
reduction in the amount received or receivable by such Lender in connection with
the foregoing (excluding for purposes of this subsection (a) any such increased
costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to
which Section 3.01 shall govern), (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of
which such Lender is organized or has its Lending Office, and (iii) reserve
requirements contemplated by Section 3.04(c)), then from time to time upon
demand of such

                                       27
<PAGE>

Lender (with a copy of such demand to the Administrative Agent), the Borrower
shall pay to such Lender such additional amounts as will compensate such Lender
for such increased cost or reduction.

         (b)      If any Lender determines that the introduction of any Law
regarding capital adequacy after the Closing Date or any change therein or in
the interpretation thereof after the Closing Date, or compliance by such Lender
(or its Lending Office) therewith, has the effect of reducing the rate of return
on the capital of such Lender or any corporation controlling such Lender as a
consequence of such Lender's obligations hereunder (taking into consideration
its policies with respect to capital adequacy and such Lender's desired return
on capital), then from time to time upon demand of such Lender (with a copy of
such demand to the Administrative Agent), the Borrower shall pay to such Lender
such additional amounts as will compensate such Lender for such reduction.

         (c)      The Borrower shall pay to each Lender, as long as such Lender
shall be required to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as
"Eurocurrency liabilities"), additional interest on the unpaid principal amount
of each Eurodollar Rate Loan equal to the actual costs of such reserves
allocated to such Loan by such Lender (as determined by such Lender in good
faith, which determination shall be conclusive), which shall be due and payable
on each date on which interest is payable on such Loan, provided the Borrower
shall have received at least 15 days' prior notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender
fails to give notice 15 days prior to the relevant Interest Payment Date, such
additional interest shall be due and payable 15 days from receipt of such
notice.

         SECTION 3.05 FUNDING LOSSES; BREAKAGE AMOUNT. (a) 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:

                  (i)      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); or

                  (ii)     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;

excluding any loss of anticipated profits but including 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 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at 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 Rate Loan was
in fact so funded.

         (b)      Upon demand of the Alternative Rate Lender from time to time,
the Borrower shall promptly compensate the Alternative Rate Lender for and hold
the Alternative Rate Lender harmless from any Breakage Amount incurred by it as
a result of any of the following, whether such events or failures are voluntary
by the Borrower or are mandatory, involuntary or automatic occurrences pursuant
to the terms of this Agreement or otherwise:

                                       28
<PAGE>

                  (i)      any continuation, conversion, payment or prepayment
         of any Loan subject to an Alternative Rate Agreement other than
         continuations to successive Interest Periods during the Alternative
         Rate Period applicable to any Loan effected in accordance with the next
         to last sentence of Section 2.02(a); or

                  (ii)     any failure to consummate an Alternative Rate
         Agreement, or to borrow the Loan described in the Alternative Rate
         Agreement, on the date notified by Borrower; or

                  (iii)    any Loan as to which an Alternative Rate Agreement is
         in effect not being continued to successive Interest Periods of like
         duration during the applicable Alternative Rate Period; or

                  (iv)     the occurrence of any event or condition described in
         Article III hereof which causes a change in, or suspension or
         termination of, the Original Rate otherwise applicable to any Loan
         subject to an Alternative Rate Agreement; or

                  (v)      the occurrence of any Event of Default which shall
         not have been waived.

         SECTION 3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

         A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.

         Notwithstanding anything in this Article III to the contrary, the
Borrower agrees with respect to any amounts due from the Borrower under this
Article III for reimbursement with regard to any taxes, costs or expenses
described in this Article III to pay such amounts within 30 days after notice
from the Lender thereof unless (i) such Lender gives the Borrower notice more
than 180 days after such Lender has knowledge of the occurrence of the event
giving rise to such taxes, costs or expenses or (ii) if such taxes, costs or
expenses are the result of any change in Law that is applied retroactively, more
than 180 days after the date such Law was changed (without giving effect to such
retroactive application).

         SECTION 3.07 SURVIVAL. All of the Borrower's obligations under this
Article III shall survive termination of the Aggregate Commitments and repayment
of all other Obligations hereunder.

                                   ARTICLE IV
                          CONDITIONS PRECEDENT TO LOANS

         SECTION 4.01 CONDITIONS OF INITIAL LOANS. The obligation of each Lender
to make Loans shall not become effective until the date on which each of the
following conditions precedent has been satisfied:

         (a)      The Administrative Agent's receipt of the following, each of
which shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
Borrower, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent and its legal counsel:

                                       29
<PAGE>

                  (i)      executed counterparts of this Agreement, sufficient
         in number for distribution to the Administrative Agent, each Lender and
         the Borrower;

                  (ii)     a Note executed by the Borrower in favor of each
         Lender requesting a Note;

                  (iii)    such certificates of resolutions or other action,
         incumbency certificates and/or other certificates of a secretary and
         vice president of the Borrower as the Administrative Agent may
         reasonably require evidencing the identity, authority and capacity of
         each Responsible Officer thereof authorized to act as a Responsible
         Officer in connection with this Agreement and the other Loan Documents
         to which the Borrower is a party;

                  (iv)     such documents and certifications as the
         Administrative Agent may reasonably require to evidence that the
         Borrower is duly organized or formed, and that the Borrower is validly
         existing, in good standing and qualified to engage in business in each
         jurisdiction in which it is required to be qualified to engage in
         business to the extent the failure to be so qualified could reasonably
         be expected to have a Material Adverse Effect, including certified
         copies of the Borrower's Organization Documents, certificates of good
         standing and/or qualification to engage in business and tax clearance
         certificates.

                  (v)      a favorable opinion of Bracewell & Patterson L.L.P.,
         counsel to the Borrower, and in-house counsel of the Borrower addressed
         to the Administrative Agent and each Lender, as to the matters set
         forth in Exhibit E and such other matters concerning the Borrower and
         the Loan Documents as the Required Lenders may reasonably request;

                  (vi)     a certificate of a secretary and vice president of
         the Borrower either (A) attaching copies of all consents, licenses and
         approvals required in connection with the execution, delivery and
         performance by the Borrower and the validity against the Borrower of
         the Loan Documents to which it is a party, and such consents, licenses
         and approvals shall be in full force and effect, or (B) stating that no
         such consents, licenses or approvals are so required;

                  (vii)    a certificate signed by a secretary and vice
         president of the Borrower certifying (A) that the conditions specified
         in Sections 4.02(a) and (b) have been satisfied, (B) that there has
         been no event or circumstance since the date of the Audited Financial
         Statements that has had or could be reasonably expected to have, either
         individually or in the aggregate, a Material Adverse Effect and (C) the
         Three-Year Facility is in full force and effect, and there exists no
         event of default or event that, with the giving of any notice, the
         passage of time, or both, would constitute an event of default
         thereunder;

                  (viii)   evidence that concurrently with the consummation of
         the closing on the Closing Date, the Existing 364-Day Facility shall
         have been terminated and all amounts owing thereunder shall have been
         paid in full;

                  (ix)     evidence that insurance required to be maintained
         pursuant to the Loan Documents has been obtained and is in effect, as
         the Administrative Agent reasonably may require; and

                  (x)      such other assurances, certificates, documents,
         consents or opinions as the Administrative Agent or the Required
         Lenders reasonably may require.

         (b)      Any fees and expenses required to be paid on or before the
Closing Date shall have been paid.

                                       30
<PAGE>

         (c)      The Borrower shall have paid all Attorney Costs of the
Administrative Agent to the extent invoiced prior to or on the Closing Date,
plus such additional amounts of Attorney Costs as shall constitute its
reasonable estimate of Attorney Costs incurred or to be incurred by it through
the closing proceedings (provided that such estimate shall not thereafter
preclude a final settling of accounts between the Borrower and the
Administrative Agent).

         (d)      There shall not have occurred since the date of the Audited
Financial Statements any event or circumstance that has had or could be or be
reasonably expected to have, either individually or in the aggregate, a Material
Adverse Effect.

         SECTION 4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of
each Lender to honor any request for a Loan (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type, or a
continuation of Eurodollar Rate Loans), an increase in the Aggregate Commitments
in accordance with Section 2.14, an extension of the Maturity Date in accordance
with Section 2.15 and a request for the Term-Out Election is subject to the
following conditions precedent:

         (a)      The representations and warranties of the Borrower contained
in Article V or any other Loan Document, or which are contained in any document
furnished at any time under or in connection herewith or therewith, shall be
true and correct in all material respects on and as of the date of such Loan,
any such Increase Effective Date, Extension Effective Date or Term Loan
Conversion Date, except (i) to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be
true and correct in all material respects as of such earlier date, and except
that for purposes of this Section 4.02, (ii) the representations and warranties
contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to
the most recent statements furnished pursuant to subsections (a) and (b),
respectively, of Section 6.01 and (iii) the representations and warranties
contained in Sections 5.05(c) and 5.06 shall be true and correct in all material
respects only as of the date of the initial Loan, any such Increase Effective
Date, Extension Effective Date or Term Loan Conversion Date.

         (b)      No Default shall exist, or would result from such proposed
Borrowing, increase in Aggregate Commitments in accordance with Section 2.14,
extension of the Maturity Date in accordance with Section 2.15 or the Term-Out
Election.

         (c)      The Administrative Agent shall have received a Committed Loan
Notice, the certificate referred to in Section 2.14(b) with respect to any
increase in Aggregate Commitments or the request for the Term-Out Election, as
applicable, in accordance with the requirements hereof.

         Each Committed Loan Notice (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurodollar Rate Loans), the certificate referred to in Section
2.14(b) with respect to any increase in the Aggregate Commitments, the
certificate referred to Section 2.15(b) with respect to any extension of the
Maturity Date and the request for the Term-Out Election, as applicable,
submitted by the Borrower shall be deemed to be a representation and warranty
that the conditions specified in Sections 4.02(a) and (b) have been satisfied on
and as of the date of the applicable Loan, the Increase Effective Date, the
Extension Effective Date or the Term Loan Conversion Date, as applicable.

                                       31
<PAGE>

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that:

         SECTION 5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS.
The Borrower (a) is a corporation duly organized or formed, validly existing and
in good standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own its
assets and carry on its business and (ii) execute, deliver and perform its
obligations under the Loan Documents to which it is a party, (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws; except in each case referred to in subsection (b)(i),
(c) or (d), to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect.

         SECTION 5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery
and performance by the Borrower of each Loan Document to which it is party, have
been duly authorized by all necessary corporate or other organizational action,
and do not (a) contravene the terms of any of such Person's Organization
Documents; (b) conflict with or result in any breach or contravention of, or the
creation of any Lien under, (i) any Contractual Obligation to which the Borrower
is a party, except to the extent that such breach, contravention or creation of
any such Lien could not reasonably be expected to have a Material Adverse Effect
or (ii) any order, injunction, writ or decree of any Governmental Authority or
any arbitral award to which the Borrower or its property is subject; or (c)
violate any material Law. No Subsidiary of the Borrower is in violation of any
Law or in breach of any Contractual Obligation, the violation of which could be
reasonably likely to have a Material Adverse Effect.

         SECTION 5.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No approval,
consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, the Borrower of this Agreement or any other Loan Document.

         SECTION 5.04 BINDING EFFECT. This Agreement has been, and each other
Loan Document to which the Borrower is a party, when delivered hereunder, will
have been, duly executed and delivered by the Borrower. This Agreement
constitutes, and each other Loan Document when so delivered will constitute, a
legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms.

         SECTION 5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

         (a)      The Audited Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the
consolidated financial condition of the Borrower as of the date thereof and its
consolidated results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; and (iii) show all material indebtedness and
other liabilities, direct or contingent, of the Borrower and its Subsidiaries as
of the date thereof to the extent required by GAAP, including liabilities for
taxes, material commitments and Indebtedness to the extent required by GAAP.

         (b)      The Unaudited Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein, (ii) fairly present the
consolidated financial condition of the Borrower as of the date thereof and its

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<PAGE>

consolidated results of operations for the period covered thereby, except as
expressly noted therein, and subject, in the case of clauses (i) and (ii), to
normal year-end audit adjustments, and (iii) show all material indebtedness and
other liabilities, direct or contingent, of the Borrower and its consolidated
Subsidiaries as of the date thereof to the extent required by GAAP, including
liabilities for taxes, material commitments and Indebtedness to the extent
required by GAAP.

         (c)      Since the date of the Audited Financial Statements, there has
been no event or circumstance, either individually or in the aggregate, that has
had or could reasonably be expected to have a Material Adverse Effect.

         SECTION 5.06 LITIGATION. There are no actions, suits, proceedings,
claims or disputes pending or, to the knowledge of the Borrower after due and
diligent investigation, threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, by or against the Borrower or
any of its Subsidiaries or against any of their properties or revenues that (a)
purport to affect or pertain to this Agreement or any other Loan Document, or
any of the transactions contemplated hereby, or (b) either individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.

         SECTION 5.07 NO DEFAULT. Neither the Borrower nor any Subsidiary is in
default under or with respect to any Indebtedness or Guarantee that could,
either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. No Default has occurred and is continuing or would
result from the consummation of the transactions contemplated by this Agreement
or any other Loan Document.

         SECTION 5.08 LIENS. The property of the Borrower and its Subsidiaries
is subject to no Liens, other than Liens permitted by Section 7.01.

         SECTION 5.09 ENVIRONMENTAL COMPLIANCE. The Borrower and its
Subsidiaries conduct in the ordinary course of business a review of the effect
of existing Environmental Laws and claims alleging potential liability or
responsibility for violation of any Environmental Law on their respective
businesses, operations and properties, and as a result thereof the Borrower has
reasonably concluded that such Environmental Laws and claims could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         SECTION 5.10 INSURANCE. The properties of the Borrower and its
Subsidiaries are insured with financially sound and reputable insurance
companies or with a captive insurance company that is an Affiliate of the
Borrower as to which the Administrative Agent and the Lenders may request
reasonable evidence of financial responsibility, in such amounts, with such
deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where
the Borrower or the applicable Subsidiary operates.

         SECTION 5.11 TAXES. The Borrower and its Subsidiaries have filed all
tax returns and reports required to be filed, and have paid all taxes,
assessments, fees and other governmental charges levied or imposed upon them or
their properties, income or assets otherwise due and payable, except those which
are being contested in good faith by appropriate proceedings diligently
conducted and for which adequate reserves have been provided in accordance with
GAAP and except for those, which in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. The Borrower is not aware of any
proposed tax assessment against the Borrower or any Subsidiary that would, if
made, have a Material Adverse Effect.

                                       33
<PAGE>

         SECTION 5.12 ERISA COMPLIANCE.

         (a)      Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the 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 Borrower, nothing has occurred which would prevent, or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

         (b)      There are no pending or, to the best knowledge of the
Borrower, 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)      Except as could not be reasonably expected to cause a material
liability, (i) no ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the
Borrower nor 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) neither
the Borrower nor 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 Sections 4201
or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the
Borrower nor any ERISA Affiliate has engaged in a transaction that could be
subject to Sections 4069 or 4212(c) of ERISA.

         SECTION 5.13 SUBSIDIARIES. On the Closing Date, the Borrower has no
Subsidiaries other than those specifically disclosed in Part (a) of Schedule
5.13 and has no equity investments in any other corporation or entity other than
those specifically disclosed in Part (b) of Schedule 5.13.

         SECTION 5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY
HOLDING COMPANY ACT.

         (a)      The Borrower is not engaged and will not engage, principally
or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock and no
proceeds of any Loans will be used to purchase or carry any margin stock in
violation of Regulation U or to extend credit to others for the purpose of
purchasing or carrying any margin stock in violation of Regulation U.

         (b)      None of the Borrower, any Person Controlling the Borrower, or
any Subsidiary (i) is a "holding company," or a "subsidiary company" of a
"holding company," or of a "subsidiary company" of a "holding company," within
the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is
required to be registered as an "investment company" under the Investment
Company Act of 1940. Neither the making of the Loans, or the application of the
proceeds or repayment thereof by the Borrower, nor the consummation of other
transactions contemplated hereunder, will violate any provision of the Public
Utility Holding Company Act of 1935, the Investment Company Act of 1940 or any
rule, regulation or order of the SEC.

                                       34
<PAGE>

         SECTION 5.15 DISCLOSURE. At the initial Credit Extension, the Increase
Effective Date and Term Loan Conversion Date, the Borrower has disclosed to the
Administrative Agent and the Lenders all agreements, instruments and corporate
or other restrictions to which it or any of its Subsidiaries is subject, and all
other matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. No report,
financial statement, certificate or other information furnished (whether in
writing or orally) by or on behalf of the Borrower to the Administrative Agent
or any Lender in connection with the transactions contemplated hereby and the
negotiation of this Agreement or delivered hereunder (as modified or
supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time.

         SECTION 5.16 COMPLIANCE WITH LAWS. Each of the Borrower and each
Subsidiary is in compliance in all material respects with the requirements of
all Laws and all orders, writs, injunctions and decrees applicable to it or to
its properties, except in such instances in which (a) such requirement of Law or
order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply
therewith, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

         SECTION 5.17 TAX SHELTER REGULATIONS. The Borrower does not intend to
treat the Loans and related transactions as being a "reportable transaction"
(within the meaning of Treasury Regulation Section 1.6011-4). In the event the
Borrower determines to take any action inconsistent with such intention, it will
promptly notify the Administrative Agent thereof. If the Borrower so notifies
the Administrative Agent, the Borrower acknowledges that one or more of the
Lenders may treat its Committed Loans as part of a transaction that is subject
to Treasury Regulation Section 301.6112-1, and such Lender or Lenders, as
applicable, will maintain the lists and other records required by such Treasury
Regulation.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, the Borrower
shall, and shall (except in the case of the covenants set forth in Sections
6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to:

         SECTION 6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent
(for further distribution to each Lender):

         (a)      as soon as available, but in any event within 100 days after
the end of each fiscal year of the Borrower, a consolidated balance sheet of the
Borrower as at the end of such fiscal year, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and prepared in accordance with
GAAP, and audited and accompanied by a report and opinion of
PricewaterhouseCoopers LLP or another independent certified public accountant of
nationally recognized standing reasonably acceptable to the Required Lenders,
which report and opinion shall be prepared in accordance with generally accepted
auditing standards; and

         (b)      as soon as available, but in any event within 55 days after
the end of each of the first three fiscal quarters of each fiscal year of the
Borrower, beginning with the quarter ending June 30, 2003,

                                       35
<PAGE>

a consolidated balance sheet of the Borrower as at the end of such fiscal
quarter, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal quarter and for the portion
of the Borrower's fiscal year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail and certified by a Responsible Officer of the Borrower
as fairly presenting the financial condition, results of operations,
shareholders' equity and cash flows of the Borrower and its Subsidiaries in
accordance with GAAP, subject only to normal year-end audit adjustments and the
absence of footnotes.

As to any information contained in materials furnished pursuant to Section
6.02(b), the Borrower shall not be separately required to furnish such
information under subsection (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 subsections (a) and (b) above at the times specified
therein.

         SECTION 6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the
Administrative Agent (for further distribution to each Lender):

         (a)      concurrently with the delivery of the financial statements
referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate
signed by a Responsible Officer of the Borrower, and in the event of any change
in generally accepted accounting principles used in preparation of such
financial statements, the Borrower shall also provide, if necessary for
determination of compliance with Section 7.11, a statement of reconciliation
conforming such financial statements to GAAP;

         (b)      promptly after the same are available, copies of each annual
report, proxy or financial statement or other material 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
Securities Exchange Act of 1934, and not otherwise required to be delivered to
the Administrative Agent pursuant hereto;

         (c)      promptly after the Borrower has notified the Administrative
Agent of any intention by the Borrower to treat the Loans and related
transactions as being a "reportable transaction" (within the meaning of Treasury
Regulation Section 1.6011-4) a duly completed copy of IRS Form 8886 or any
successor form; and

         (d)      promptly, such additional information regarding the business,
financial or corporate affairs of the Borrower or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender
may from time to time reasonably request.

         Documents required to be delivered pursuant to Sections 6.01(a) or (b)
(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 10.02; or (ii) on which such documents are
posted on the Borrower's behalf on IntraLinks/IntraAgency or another relevant
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 (which may be by facsimile or electronic mail)
the Administrative Agent and each Lender of the posting of any such documents
and provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. Notwithstanding anything

                                       36
<PAGE>

contained herein, in every instance the Borrower shall be required to provide
paper copies of the Compliance Certificates required by Section 6.02(a) 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.

         SECTION 6.03 NOTICES. Promptly, after knowledge thereof, notify the
Administrative Agent and each Lender:

         (a)      of the occurrence of any Default;

         (b)      of any matter that has resulted or could reasonably be
expected to result in a Material Adverse Effect, including (i) breach or
non-performance of, or any default under, a Contractual Obligation of the
Borrower or any Subsidiary; (ii) any dispute, litigation, investigation,
proceeding or suspension between the Borrower or any Subsidiary and any
Governmental Authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting the Borrower or any
Subsidiary, including pursuant to any applicable Environmental Laws;

         (c)      of the occurrence of any ERISA Event;

         (d)      of any material change in accounting policies or financial
reporting practices by the Borrower or any Subsidiary; and

         (e)      of any announcement by Moody's or S&P of any change or
possible change in a Debt Rating.

         Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto.

         SECTION 6.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same
shall become due and payable, all its obligations and liabilities, including (a)
all 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; (b) all
lawful claims which, if unpaid, would by law become a Lien upon its property;
and (c) all Indebtedness, as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing
such Indebtedness, except, in each case, to the extent that the failure to
discharge such obligations and liabilities, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

         SECTION 6.05 PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and
maintain in full force and effect its legal existence and good standing under
the Laws of the jurisdiction of its organization except in a transaction
permitted by Section 7.04, except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect; (b) take all
reasonable action to maintain all rights, privileges, permits, licenses and
franchises necessary or desirable in the normal conduct of its business, except
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (c) preserve or renew all of its registered
patents, trademarks, trade names and service marks, the non-preservation or
non-renewal of which could reasonably be expected to have a Material Adverse
Effect.

                                       37
<PAGE>

         SECTION 6.06 MAINTENANCE OF PROPERTIES. (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; and (b) use the standard of care typical in the industry in the
operation and maintenance of its facilities, except where the failure to do so
could not reasonably be expected to have a Material Adverse Effect.

         SECTION 6.07 MAINTENANCE OF INSURANCE. Maintain with financially sound
and reputable insurance companies or with a captive insurance company that is an
Affiliate of the Borrower as to which the Administrative Agent and the Lenders
may request reasonable evidence of financial responsibility, insurance with
respect to its properties in such amounts with such deductibles and covering
such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where the Borrower or applicable
Subsidiaries operates.

         SECTION 6.08 COMPLIANCE WITH LAWS. Comply in all material respects with
the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b)
the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.

         SECTION 6.09 BOOKS AND RECORDS. (a) Maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Borrower or such Subsidiary, as the
case may be; and (b) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Borrower or such Subsidiary, as the case may
be.

         SECTION 6.10 INSPECTION RIGHTS. Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, all at the expense of the Borrower and at such reasonable times
during normal business hours and no more than two such inspections within a
twelve month period, upon reasonable advance notice to the Borrower; provided,
however, that when an Event of Default exists the Administrative Agent or any
Lender (or any of their respective representatives or independent contractors)
may do any of the foregoing at the expense of the Borrower at any time during
normal business hours and without advance notice.

         SECTION 6.11 USE OF PROCEEDS. Use the proceeds of the Loans (a) to
provide for working capital to the Borrower and its Subsidiaries, (b) to pay
fees and expenses related to this Agreement, (c) for other general corporate
purposes not in contravention of any Law or of any Loan Document and (d) to
finance acquisitions in accordance with the terms of this Agreement.

                                  ARTICLE VII
                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, the Borrower
shall not, nor shall it permit any Subsidiary to, directly or indirectly:

         SECTION 7.01 LIENS. Create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following:

                                       38
<PAGE>

         (a)      Liens pursuant to any Loan Document;

         (b)      Liens existing on the date hereof and listed on Schedule 7.01
and any renewals or extensions thereof; provided that the property covered
thereby is not increased and any renewal or extension of the obligations secured
or benefited thereby is permitted by Section 7.03(b);

         (c)      Liens for taxes not yet due or which are being contested in
good faith and by appropriate proceedings in the circumstances, if adequate
reserves with respect thereto are maintained on the books of the applicable
Person in accordance with GAAP;

         (d)      carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business which
are not overdue for a period of more than 60 days or which are being contested
in good faith and by appropriate proceedings in the circumstances, if adequate
reserves with respect thereto are maintained on the books of the applicable
Person to the extent required in accordance with GAAP;

         (e)      pledges or deposits in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other social
security legislation (other than any Lien imposed by ERISA) and deposits
securing liability insurance carriers under insurance or self-insurance
arrangements in the ordinary course of business;

         (f)      deposits to secure the performance of bids, trade contracts
and leases (other than Indebtedness), statutory obligations, surety bonds (other
than bonds related to judgments or litigation), performance bonds and other
obligations of a like nature incurred in the ordinary course of business;

         (g)      easements, rights-of-way, restrictions and other similar
encumbrances affecting real property existing or incurred in the ordinary course
of business which, in the aggregate, are not substantial in amount, and which do
not in any case materially detract from the value of the property of the
Borrower and its Subsidiaries taken as a whole or materially interfere with the
ordinary conduct of the business of the applicable Person;

         (h)      Liens securing judgments for the payment of money not
constituting an Event of Default under Section 8.01(h) or securing appeal,
supersedeas or surety bonds related to such judgments not constituting an Event
of Default under Section 8.01(h);

         (i)      Liens securing Indebtedness permitted under Section 7.03(d);
provided that (i) such Liens do not at any time encumber any property other than
the property financed by such Indebtedness and (ii) the Indebtedness secured
thereby does not exceed the cost or fair market value, whichever is lower, of
the property being acquired on the date of acquisition;

         (j)      Liens securing Indebtedness permitted under Section 7.03(g);
and

         (k)      statutory rights of set-off arising in the ordinary course of
business.

         SECTION 7.02 ACQUISITIONS. Enter into any agreement, contract, binding
commitment or other arrangement providing for the acquisition (in one or a
series of transactions) of all of the capital stock or equity interests or all
or substantially all of the assets of any Person unless (a) immediately before
and after giving effect thereto, no Default shall have occurred and be
continuing or would result therefrom and (b) if the aggregate amount invested
(including assumed debt) is greater than $250 million, pro forma consolidated
historical financial statements of the Borrower and its Subsidiaries as of the
end of the most recent fiscal quarter for the four fiscal quarters most recently
ended giving effect to the acquisition of the

                                       39
<PAGE>

company or business pursuant to this Section 7.02 are delivered to the
Administrative Agent not less than 5 Business Days prior to the consummation of
any such acquisition or series of acquisitions, together with a Compliance
Certificate of a Responsible Officer of the Borrower delivered to the Lenders
demonstrating pro forma compliance with Section 7.11 after giving effect to such
acquisition or series of acquisitions.

         SECTION 7.03 INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness, except:

         (a)      Indebtedness under the Loan Documents and under the Three-Year
Facility;

         (b)      Indebtedness outstanding on the date hereof and listed on
Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof;
provided that the amount of such Indebtedness is not increased at the time of
such refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder;

         (c)      obligations (contingent or otherwise) of the Borrower existing
or arising under any Swap Contract; provided that such obligations 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";

         (d)      Indebtedness of the Borrower in respect of capital leases,
Synthetic Lease Obligations and purchase money obligations for fixed or capital
assets within the limitations set forth in Section 7.01(i);

         (e)      Indebtedness that may be deemed to exist pursuant to surety
bonds, appeal bonds, supersedeas bonds or similar obligations incurred in the
ordinary course of business;

         (f)      so long as no Default has occurred and is continuing or would
result therefrom at the time of incurrence, unsecured Indebtedness of the
Borrower; provided that such Indebtedness is not senior in right of payment to
the payment of the Indebtedness arising under this Agreement and the Loan
Documents; and

         (g)      Indebtedness (exclusive of Indebtedness permitted under
subsection (a) through (f) above) in an aggregate principal amount not to exceed
15% of Shareholder's Equity as of the most recently ended fiscal quarter of the
Borrower which Indebtedness may be secured by Liens pursuant to Section 7.01(j);
provided that any Guarantee of the Borrower is not senior in right of payment to
the payment of Indebtedness arising under this Agreement and the Loan Documents,
and provided, further that in no event shall any Subsidiary Guarantee any
Indebtedness of the Borrower or another Subsidiary at any time.

         SECTION 7.04 FUNDAMENTAL CHANGES. Merge, dissolve, liquidate,
consolidate with or into another Person, or Dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to or in favor of any Person
(any such event being a "Fundamental Change"), except that, so long as no
Default exists or would result therefrom:

         (a)      any Subsidiary may merge or consolidate with or into (i) the
Borrower, provided that the Borrower shall be the continuing or surviving
Person, or (ii) any one or more other Subsidiaries, provided

                                       40
<PAGE>

that when any wholly-owned Subsidiary is merging with another Subsidiary, the
wholly-owned Subsidiary shall be the continuing or surviving Person;

         (b)      any Subsidiary may Dispose of all or substantially all of its
assets (upon voluntary liquidation or otherwise) to the Borrower or to another
Subsidiary; provided that if the transferor in such a transaction is a
wholly-owned Subsidiary, then the transferee must either be the Borrower or a
wholly-owned Subsidiary;

         (c)      the Borrower or any Subsidiary may merge with any Person in a
transaction that would be an acquisition that is permitted under this Agreement;
provided that (i) if the Borrower is a party to such merger, it shall be the
continuing or surviving Person, or (ii) if any Subsidiary is a party to such
merger, such Subsidiary shall be the continuing or surviving Person; and

         (d)      Fundamental Changes not otherwise permitted under this Section
7.04; provided that the aggregate book value thereof shall not exceed in the
aggregate $100,000,000.

         SECTION 7.05 [INTENTIONALLY OMITTED].

         SECTION 7.06 RESTRICTED PAYMENTS. Declare or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except that:

         (a)      each Subsidiary may make Restricted Payments to the Borrower
and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a
non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each
other owner of capital stock or other equity interests of such Subsidiary on a
pro rata basis based on their relative ownership interests);

         (b)      the Borrower and each Subsidiary may declare and make dividend
payments or other distributions payable solely in the common stock or other
common equity interests of such Person;

         (c)      the Borrower and each Subsidiary may purchase, redeem or
otherwise acquire shares of its common stock or other common equity interests or
warrants or options to acquire any such shares with the proceeds received from
the substantially concurrent issue of new shares of its common stock or other
common equity interests; and

         (d)      the Borrower may declare or pay cash dividends to its
stockholders and purchase, redeem or otherwise acquire shares of its capital
stock or warrants, rights or options to acquire any such shares for cash;
provided that immediately after giving effect to such proposed action, no
Default would exist.

         SECTION 7.07 CHANGE IN NATURE OF BUSINESS. Enter into any business, if
after giving effect thereto, the business of the Borrower and its Subsidiaries,
taken as a whole, would be substantially different from the business in which
the Borrower and its Subsidiaries, taken as a whole, is presently engaged.

         SECTION 7.08 TRANSACTIONS WITH AFFILIATES. Enter into any transaction
of any kind with any Affiliate of the Borrower, whether or not in the ordinary
course of business, other than on fair and reasonable terms substantially as
favorable to the Borrower or such Subsidiary as would be obtainable by the
Borrower or such Subsidiary at the time in a comparable arm's length transaction
with a Person other than an Affiliate.

         SECTION 7.09 BURDENSOME AGREEMENTS. Enter into any Contractual
Obligation (other than this Agreement, any other Loan Document, the Three-Year
Facility and any other Loan Document (as

                                       41
<PAGE>

such term is defined in the Three-Year Facility)) that (a) limits the ability
(i) of any Subsidiary to make Restricted Payments to the Borrower or to
otherwise transfer property to the Borrower, (ii) of any Subsidiary to Guarantee
the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary to
create, incur, assume or suffer to exist Liens on property of such Person;
provided, however, that this clause (iii) shall not prohibit any negative pledge
incurred or provided in favor of any holder of Indebtedness permitted under
Section 7.03(d) solely to the extent any such negative pledge relates to the
property financed by or the subject of such Indebtedness and shall not prohibit
the grant of Liens otherwise permitted under Section 7.01; or (b) requires the
grant of a Lien to secure an obligation of such Person if a Lien is granted to
secure another obligation of such Person, provided that this subsection (b)
shall not prohibit the grant of Liens otherwise permitted under Section 7.01.
This Section 7.09 shall not apply to Forethought Insurance Company to the extent
prohibited by Law.

         SECTION 7.10 USE OF PROCEEDS. Use the proceeds of any Loan, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose, in each
case, in violation of Regulation U.

         SECTION 7.11 TOTAL DEBT TO TOTAL CAPITALIZATION RATIO. Permit the ratio
of (i) Consolidated Total Debt to (ii) Consolidated Total Capitalization to
exceed at any prior month-end 0.55:1.

         For purposes of calculations under this Section 7.11, (i) the
Indebtedness of any Person shall not include 75% of the principal amount of any
mandatorily convertible unsecured bonds, debentures, preferred stock or similar
instruments in a principal amount not to exceed $500 million in the aggregate
during the term of this Agreement which are payable in no more than three years
(whether by redemption, call option or otherwise) solely in common stock or
other common equity interests of such Person (the "Convertibles"), and (ii)
Shareholders' Equity of any Person shall include 75% of the principal amount of
any Convertibles (whether or not such Convertibles would be considered
shareholders' equity under GAAP).

Further, for purposes of calculations under this Section 7.11, Indebtedness
shall include, without duplication, (i) the sum of (A) any unpaid judgment,
order, decree or jury verdict, including a reasonable estimate of the costs,
expenses, interest charges, and legal fees and expenses related thereto, and (B)
any bond, collateralization or reimbursement obligation required in the form
referred to in clause (b) of the definition of Indebtedness relating to any such
judgment, order, decree or jury verdict (a "Collateral Obligation"), net of any
cash deposited, posted or otherwise paid in connection with a Collateral
Obligation, and net of any debt incurred to obtain a Collateral Obligation,
minus, (ii) cash, cash equivalents and short term investments on the most recent
balance sheet.

                                  ARTICLE VIII
                         EVENTS OF DEFAULT AND REMEDIES

         SECTION 8.01 EVENTS OF DEFAULT. Any of the following shall constitute
an Event of Default:

         (a)      Non-Payment. The Borrower fails to pay (i) when and as
required to be paid herein, any amount of principal of any Loan, or (ii) within
three Business Days after the same becomes due, any interest on any Loan
(including interest payable by the Borrower at the Alternative Rate), or any
facility fee, utilization fee or other fee due hereunder, or (iii) within
fifteen days after the same becomes due, any other amount payable hereunder or
under any other Loan Document; or

                                       42
<PAGE>

         (b)      Specific Covenants. The Borrower fails to perform or observe
any term, covenant or agreement contained in any of (i) Section 6.01 or 6.02(a)
and such failure continues for five (5) days, or (ii) Section 6.03, 6.10 or 6.11
or Article VII; or

         (c)      Other Defaults. The Borrower fails to perform or observe any
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days after notice or knowledge; or

         (d)      Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of the
Borrower herein, in any other Loan Document, or in any document delivered in
connection herewith or therewith shall be incorrect in any material respect when
made or deemed made; or

         (e)      Cross-Default; Cross Acceleration. (i) The Borrower or any
Subsidiary (A) fails to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) in respect of
any Indebtedness or Guarantee (other than Indebtedness hereunder, Indebtedness
under Swap Contracts and Indebtedness under the Three-Year Facility) having an
aggregate principal amount (including undrawn committed or available amounts and
including amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $75,000,000 or (B) after giving effect to all grace
periods, fails to observe or perform any other agreement or condition relating
to any such Indebtedness or Guarantee or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event occurs,
the effect of which default or other event is to cause, such Indebtedness to be
demanded or to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Indebtedness to be made, prior to its stated maturity, or such
Guarantee to become payable or cash collateral in respect thereof to be
demanded; (ii) there occurs under any Swap Contract an Early Termination Date
(as defined in such Swap Contract) resulting from (A) any event of default under
such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting
Party (as defined in such Swap Contract) or (B) any Termination Event (as so
defined) under such Swap Contract as to which the Borrower or any Subsidiary is
an Affected Party (as so defined) and, in either event, the Swap Termination
Value owed by the Borrower or such Subsidiary as a result thereof is greater
than the Threshold Amount; or (iii) an Event of Default (as such term is defined
in the Three-Year Facility) under the Three-Year Facility has occurred and is
continuing; or

         (f)      Insolvency Proceedings, Etc. The Borrower or any of its
Subsidiaries institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
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 60 calendar days; or 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 60 calendar days, or an order for relief is entered
in any such proceeding; or

         (g)      Inability to Pay Debts; Attachment. (i) The Borrower or any
Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) 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 30 days after its issue or levy; or

                                       43
<PAGE>

         (h)      Judgments. There is entered against the Borrower or any
Subsidiary (i) a final judgment or order for the payment of money in an
aggregate amount exceeding the Threshold Amount (to the extent not covered by
independent third-party insurance as to which the insurer does not dispute
coverage), or (ii) any one or more non-monetary final judgments that have, or
could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect and, in either case, (A) enforcement proceedings are
commenced by any creditor upon such judgment or order, or (B) there is a period
of 15 consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect; or

         (i)      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)      Invalidity of Loan Documents. Any Loan Document, at any time
after its execution and delivery and for any reason other than as expressly
permitted hereunder or satisfaction in full of all the Obligations, ceases to be
in full force and effect; or the Borrower or any other Person contests in any
manner the validity or enforceability of any Loan Document other than
satisfaction in full of all the Obligations; or the Borrower denies that it has
any or further liability or obligation under any Loan Document, or purports to
revoke, terminate or rescind any Loan Document other than satisfaction in full
of all the Obligations; or

         (k)      Change of Control. There occurs any Change of Control with
respect to the Borrower.

         SECTION 8.02 REMEDIES UPON EVENT OF DEFAULT. (a) If any Event of
Default occurs and is continuing, the Administrative Agent shall, at the request
of, or may, with the consent of, the Required Lenders, take any or all of the
following actions:

                  (i)      declare the Commitment of each Lender to make Loans
         to be terminated, whereupon such Commitments shall be terminated;

                  (ii)     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 Loan
         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; and

                  (iii)    exercise on behalf of itself and the Lenders all
         rights and remedies available to it and the Lenders under the Loan
         Documents or applicable law;

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 shall automatically
terminate and the unpaid principal amount of all outstanding Loans and all
interest and other amounts as aforesaid shall automatically become due and
payable, in each case without further act of the Administrative Agent or any
Lender.

         (b)      At any time following the occurrence of any Event of Default,
the Alternative Rate Lender may, in its sole discretion, by notice to the
Borrower and the Administrative Agent, terminate the Alternative Rate Agreement
and cause the Alternative Rate applicable to any Committed Loan or any

                                       44
<PAGE>

portion thereof to revert to the Original Rate or, if applicable, the Default
Rate, for such Committed Loan (and, for the avoidance of doubt, interest on any
unpaid Alternative Rate Loan after the last Interest Payment Date to occur prior
to the Event of Default shall accrue at the Original Rate); provided, however,
that the Borrower shall nonetheless owe the Alternative Rate Lender the Breakage
Amount, if any.

         SECTION 8.03 APPLICATION OF FUNDS. After the exercise of remedies
provided for in Section 8.02 (or after the Loans have automatically become
immediately due and payable as set forth in the proviso to Section 8.02), 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 Attorney Costs and amounts
payable under Article III) payable to the Administrative Agent in its capacity
as such;

         Second, to payment of that portion of the Obligations constituting
fees, indemnities and other amounts (other than principal and interest) payable
to the Lenders (including Attorney Costs and amounts payable under Article III),
ratably among them in proportion to the amounts described in this clause Second
payable to them;

         Third, to payment of that portion of the Obligations constituting
accrued and unpaid interest on the Loans, ratably among the Lenders in
proportion to the respective amounts described in this clause Third payable to
them;

         Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans, ratably among the Lenders 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.

                                   ARTICLE IX
                              ADMINISTRATIVE AGENT

         SECTION 9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.
Each Lender hereby irrevocably appoints, designates and authorizes the
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent and the Agent-Related Persons shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent and the Agent-Related Persons have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent or the Agent-Related Persons. Without limiting the
generality of the foregoing sentence, the use of the term "agent" herein and in
the other Loan Documents with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties.

                                       45
<PAGE>

         SECTION 9.02 DELEGATION OF DUTIES. The Administrative Agent may execute
any of its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in the
absence of gross negligence or willful misconduct.

         SECTION 9.03 LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person
shall (a) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by the Borrower or any officer
thereof, contained herein or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or for any failure
of the Borrower or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Borrower or any Affiliate thereof.

         SECTION 9.04 RELIANCE BY ADMINISTRATIVE AGENT.

         (a)      The Administrative Agent shall be entitled to rely, and shall
be fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, electronic mail message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to the
Borrower), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under any Loan Document unless it shall
first receive such advice or concurrence of the Required Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Required Lenders (or such greater
number of Lenders as may be expressly required hereby in any instance) and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders.

         (b)      For purposes of determining compliance with the conditions
specified in Section 4.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

         SECTION 9.05 NOTICE OF DEFAULT. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default, except with
respect to defaults in the payment of principal, interest and fees required to
be paid to the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or the
Borrower referring to this Agreement, describing such Default and stating that
such notice is a "notice of default."

                                       46
<PAGE>

The Administrative Agent will notify the Lenders of its receipt of any such
notice. The Administrative Agent shall take such action with respect to such
Default as may be directed by the Required Lenders in accordance with Article
VIII; provided, however, that unless and until the Administrative Agent has
received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default as it shall deem advisable or in the best interest of the
Lenders.

         SECTION 9.06 CREDIT DECISION; DISCLOSURE OF INFORMATION BY
ADMINISTRATIVE AGENT. Each Lender acknowledges that no Agent-Related Person has
made any representation or warranty to it, and that no act by the Administrative
Agent hereafter taken, including any consent to and acceptance of any assignment
or review of the affairs of the Borrower or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and its Subsidiaries, and all applicable bank
or other regulatory Laws relating to the transactions contemplated hereby, and
made its own decision to enter into this Agreement and to extend credit to the
Borrower hereunder. Each Lender also represents that it will, independently and
without reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent herein, the Administrative
Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of the Borrower or
any of its Affiliates which may come into the possession of any Agent-Related
Person.

         SECTION 9.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not
the transactions contemplated hereby are consummated, the Lenders shall
indemnify upon demand each Agent-Related Person (to the extent not reimbursed by
or on behalf of the Borrower and without limiting the obligation of the Borrower
to do so), pro rata, and hold harmless each Agent-Related Person from and
against any and all Indemnified Liabilities incurred by it; provided, however,
that no Lender shall be liable for the payment to any Agent-Related Person of
any portion of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from such Agent-Related Person's own gross negligence or willful misconduct;
provided, however, that no action taken in accordance with the directions of the
Required Lenders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section. In the case of any investigation,
litigation or proceeding giving rise to Indemnified Liabilities, this Section
9.07 applies whether any such investigation, litigation or proceeding is brought
by any Lender or any other Person. Without limitation of the foregoing, each
Lender shall reimburse the Administrative Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including Attorney Costs) incurred
by the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Borrower. The undertaking in this Section shall survive
termination of the Aggregate Commitments, the payment of all other Obligations
and the resignation of the Administrative Agent.

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<PAGE>

         SECTION 9.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of
America and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other
business with the Borrower and its Affiliates as though Bank of America were not
the Administrative Agent or the Alternative Rate Lender hereunder and without
notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to
such activities, Bank of America or its Affiliates may receive information
regarding the Borrower or its Affiliates (including information that may be
subject to confidentiality obligations in favor of the Borrower or such
Affiliate) and acknowledge that the Administrative Agent shall be under no
obligation to provide such information to them. With respect to its Loans, Bank
of America shall have the same rights and powers under this Agreement as any
other Lender and may exercise such rights and powers as though it were not the
Administrative Agent or the Alternative Rate Lender, and the terms "Lender" and
"Lenders" include Bank of America in its individual capacity.

         SECTION 9.09 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent
may resign as Administrative Agent upon 30 days' notice to the Lenders; provided
that any such resignation by Bank of America may, at the option of Bank of
America, also constitute its resignation as Alternative Rate Lender. If the
Administrative Agent resigns under this Agreement, the Required Lenders shall
appoint from among the Lenders a successor administrative agent for the Lenders,
which successor administrative agent shall be consented to by the Borrower at
all times other than during the existence of an Event of Default (which consent
of the Borrower shall not be unreasonably withheld or delayed). If no successor
administrative agent is appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent may appoint, after
consulting with the Lenders and the Borrower, a successor administrative agent
from among the Lenders. Upon the acceptance of its appointment as successor
administrative agent hereunder, the Person acting as such successor
administrative agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent, and, if applicable, Alternative Rate Lender, and
the respective terms "Administrative Agent", and, if applicable, "Alternative
Rate Lender" shall mean such successor administrative agent, and, if applicable,
alternative rate lender, and the retiring Administrative Agent's appointment,
powers and duties as Administrative Agent shall be terminated, and, if
applicable, the retiring Alternative Rate Lender's rights, powers and duties as
such shall be terminated, without any other or further act or deed on the part,
if applicable, of such retiring Alternative Rate Lender or any other Lender,
other than the obligations of the successor Alternative Rate Lender to enter
into Alternative Rate Agreements with the Borrower in substitution for the
Alternative Rate Agreements, if any, existing at the time of such succession.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article IX and Sections 10.04 and
10.05 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement. If no successor
administrative agent has accepted appointment as Administrative Agent by the
date which is 30 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above.

         SECTION 9.10 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Borrower, the Administrative Agent (irrespective of
whether the principal of any Loan 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 and all other
Obligations that are owing and unpaid and to file such other

                                       48
<PAGE>

documents as may be necessary or advisable in order to have the claims of the
Lenders and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders and the Administrative Agent under Sections 2.09 and
10.04) 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;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, 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 2.09 and 10.04.

         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 any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

         SECTION 9.11 OTHER AGENTS; ARRANGERS AND MANAGERS. None of the Lenders
or other Persons identified on the facing page or signature pages of this
Agreement as a "syndication agent," "documentation agent," "co-agent," "book
manager," "bookrunner," "lead manager," "arranger," "lead arranger" or
"co-arranger" shall have any right, power, obligation, liability, responsibility
or duty under this Agreement other than, in the case of such Lenders, those
applicable to Lenders as such. Without limiting the foregoing, none of the
Lenders or other Persons so identified shall have or be deemed to have any
fiduciary relationship with any Lender. Each Lender acknowledges that it has not
relied, and will not rely, on any of the Lenders or other Persons so identified
in deciding to enter into this Agreement or in taking or not taking action
hereunder.

                                   ARTICLE X
                                 MISCELLANEOUS

         SECTION 10.01 AMENDMENTS, ETC. No amendment or waiver of any provision
of this Agreement or any other Loan Document, and no consent to any departure by
the Borrower therefrom, shall be effective unless in writing signed by the
Required Lenders and the Borrower 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, however, that no such
amendment, waiver or consent shall:

         (a)      waive any condition set forth in Section 4.01(a) without the
written consent of each Lender;

         (b)      extend or increase the Commitment of any Lender (or reinstate
any Commitment terminated pursuant to Section 8.02) without the written consent
of such Lender;

         (c)      postpone any date fixed by this Agreement or any other Loan
Document for any payment of principal, interest, fees or other amounts due to
the Lenders (or any of them) hereunder or under any other Loan Document without
the written consent of each Lender directly affected thereby;

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<PAGE>

         (d)      reduce the principal of, or the rate of interest specified
herein on, any Loan or any fees or other amounts payable hereunder or under any
other Loan Document without the written consent of each Lender directly affected
thereby; provided, however, that only the consent of the Required Lenders shall
be necessary (i) to amend the definition of "Default Rate" or to waive any
obligation of the Borrower to pay interest at the Default Rate or (ii) to amend
any 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 to reduce
any fee payable hereunder;

         (e)      change Section 2.13 or Section 8.03 in a manner that would
alter the pro rata sharing of payments required thereby without the written
consent of each Lender; or

         (f)      change any provision of this Section or the definition of
"Required Lenders" or any other provision hereof specifying the number or
percentage of Lenders required to amend, waive or otherwise modify any rights
hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Lenders
required above, affect the rights or duties of the Administrative Agent under
this Agreement or any other Loan Document; (ii) each of the Fee Letter and the
Commitment Letter may be amended, or rights or privileges thereunder waived, in
a writing executed only by the parties thereto; (iii) except as provided in
clause (iv) below, no amendment, waiver or consent shall, unless in writing and
signed by the Alternative Rate Lender in addition to the Required Lenders or
each directly-affected Lender, as the case may be, affect the rights or duties
of the Alternative Rate Lender under this Agreement or any other Loan Document;
and (iv) any Alternative Rate Agreement (including the Alternative Rate payable
by the Borrower thereunder) and Section 3.05(b) may be amended, or rights or
privileges thereunder waived, in a writing executed only by the Borrower and the
Alternative Rate Lender. Notwithstanding anything to the contrary herein, 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.

         SECTION 10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

         (a)      General. Unless otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including by facsimile transmission). All such written notices shall be mailed,
faxed or delivered to the applicable address, facsimile number or (subject to
subsection (c) below) electronic mail address, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be
made to the applicable telephone number, as follows:

                  (i)      if to the Borrower or the Administrative Agent, to
         the address, facsimile number, electronic mail address or telephone
         number specified for such Person on Schedule 10.02 or to such other
         address, facsimile number, electronic mail address or telephone number
         as shall be designated by such party in a notice to the other parties;
         and

                  (ii)     if to any other Lender, to the address, facsimile
         number, electronic mail address or telephone number specified in its
         Administrative Questionnaire or to such other address, facsimile
         number, electronic mail address or telephone number as shall be
         designated by such party in a notice to the Borrower and the
         Administrative Agent.

All such notices and other communications shall be deemed to be given or made
upon the earlier to occur of (i) actual receipt by the relevant party hereto and
(ii) (A) if delivered by hand or by courier, when

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<PAGE>

signed for by or on behalf of the relevant party hereto; (B) if delivered by
mail, four Business Days after deposit in the mails, postage prepaid; (C) if
delivered by facsimile, when sent and receipt has been confirmed by telephone;
and (D) if delivered by electronic mail (which form of delivery is subject to
the provisions of subsection (c) below), when delivered; provided, however, that
notices and other communications to the Administrative Agent pursuant to Article
II shall not be effective until actually received by such Person. In no event
shall a voicemail message be effective as a notice, communication or
confirmation hereunder.

         (b)      Effectiveness of Facsimile Documents and Signatures. Loan
Documents may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually-signed originals and shall be binding on the
Borrower, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

         (c)      Limited Use of Electronic Mail. Electronic mail and Internet
and intranet websites may be used only to distribute routine communications,
such as financial statements and other information as provided in Section 6.02,
and to distribute Loan Documents for execution by the parties thereto, and may
not be used for any other purpose.

         (d)      Reliance by Administrative Agent and Lenders. The
Administrative Agent and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Committed Loan Notices) purportedly given by or on
behalf of the Borrower 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 Borrower shall indemnify
each Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording. Notwithstanding the foregoing, nothing in this Agreement shall modify
any deposit account agreements to the extent there are transfers from such
accounts of the Borrower and its Subsidiaries.

         SECTION 10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender
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 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 are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

         SECTION 10.04 ATTORNEY COSTS, EXPENSES AND TAXES. The Borrower agrees
(a) to pay or reimburse the Administrative Agent for all reasonable costs and
expenses incurred in connection with the preparation, negotiation and execution
of the Commitment Letter, the Fee Letter, this Agreement and the other Loan
Documents and any amendment, waiver, consent or other modification of the
provisions hereof and thereof (whether or not the transactions contemplated
hereby or thereby are consummated), and the consummation and administration of
the transactions contemplated hereby and thereby, including all Attorney Costs,
and (b) to pay or reimburse the Administrative Agent and each Lender for all
reasonable costs and expenses incurred in connection with the enforcement,
attempted enforcement, or preservation of any rights or remedies under this
Agreement or the other Loan Documents (including all such costs and expenses
incurred during any "workout" or restructuring in respect of the Obligations and

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<PAGE>

during any legal proceeding, including any proceeding under any Debtor Relief
Law), including all reasonable Attorney Costs. The foregoing costs and expenses
shall include all charges, fees and taxes related thereto, and other
out-of-pocket expenses incurred by the Administrative Agent and the cost of
independent public accountants and other outside experts retained by the
Administrative Agent or any Lender. All amounts due under this Section 10.04
shall be payable within ten Business Days after demand therefor. The agreements
in this Section shall survive the termination of the Aggregate Commitments and
repayment of all other Obligations.

         SECTION 10.05 INDEMNIFICATION BY THE BORROWER. Whether or not the
transactions contemplated hereby are consummated, the Borrower shall indemnify
and hold harmless each Agent-Related Person, each Joint Lead Arranger, the
Syndication Agent, each Documentation Agent and each Lender and their respective
Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact (collectively the "Indemnitees") from and against any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses and disbursements (including Attorney Costs)
of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Indemnitee in any way relating to or arising out
of or in connection with (a) the Commitment Letter (including, without
limitation, the pre-closing syndication and arrangement of the Loans), (b) the
execution and delivery (with respect thereto, the Attorney Costs of the
Administrative Agent only), and enforcement, performance or administration of
any Loan Document or any other agreement, letter or instrument delivered in
connection with the transactions contemplated thereby or the consummation of the
transactions contemplated thereby, (c) any Commitment or Loan or the use or
proposed use of the proceeds therefrom, (d) any actual or alleged presence or
release of Hazardous Materials on or from any property currently or formerly
owned or operated by the Borrower or any Subsidiary, or any Environmental
Liability related in any way to the Borrower or any Subsidiary, or (e) any
actual or prospective claim, litigation, investigation or proceeding relating to
any of the foregoing, whether based on contract, tort or any other theory
(including any investigation of, preparation for, or defense of any pending or
threatened claim, investigation, litigation or proceeding) and regardless of
whether any Indemnitee is a party thereto (all the foregoing, collectively, the
"Indemnified Liabilities"); provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such liabilities, obligations,
losses, damages, penalties, claims, demands, actions, judgments, suits, costs,
expenses or disbursements are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee. No Indemnitee shall be liable for any
damages arising from the use by others of any information or other materials
obtained through IntraLinks or other similar information transmission systems in
connection with this Agreement, nor shall any Indemnitee have any liability for
any indirect or consequential damages relating to this Agreement or any other
Loan Document or arising out of its activities in connection herewith or
therewith (whether before or after the Closing Date). In the case of an
investigation, litigation or proceeding to which the indemnity in this Section
10.05 applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by the Borrower or any of its
Subsidiaries, its directors, stockholders or auditors or an Indemnitee or any
other Person, whether or not any Indemnitee is otherwise a party thereto and
whether or not any of the transactions contemplated hereunder or under any of
the other Loan Documents is consummated. All amounts due under this Section
10.05 shall be payable within ten Business Days after demand therefor. The
agreements in this Section shall survive the resignation of the Administrative
Agent, the replacement of any Lender, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all the other
Obligations.

         SECTION 10.06 PAYMENTS SET ASIDE. To the extent that any payment by or
on behalf of the Borrower is made to the Administrative Agent or any Lender, or
the Administrative Agent or any Lender exercises its right of set-off, and such
payment or the proceeds of such set-off or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including

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<PAGE>

pursuant to any settlement entered into by the Administrative Agent 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 set-off had
not occurred, and (b) each Lender severally agrees to pay to the Administrative
Agent upon demand its applicable share 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.

         SECTION 10.07 SUCCESSORS AND ASSIGNS.

         (a)      The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible 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 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 Indemnitees) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

         (b)      Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to
it); provided that (i) except in the case of an assignment of the entire
remaining amount of the assigning Lender's Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund (as defined in subsection (g) of this Section) with
respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) 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); (ii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement with respect
to the Loans or the Commitment assigned; (iii) any assignment of a Commitment
must be approved by the Administrative Agent (such approval shall not be
unreasonably withheld or delayed) unless the Person that is the proposed
assignee is itself a Lender, an Affiliate of a Lender or an Approved Fund; and
(iv) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500. 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
Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances
occurring prior to the effective date of such assignment). Upon

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<PAGE>

request, the Borrower (at its expense) shall execute and deliver a Note, in
exchange for the old Note, to the assignee Lender. Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with
this subsection shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.

         (c)      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 owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive absent manifest error, 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
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)      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 Agreement (including all or a portion of
its Commitment and/or the Loans; provided that (i) such Lender's obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, waiver or other modification described in the first proviso to
Section 10.01 that directly affects such Participant. Subject to subsection (e)
of this Section, the Borrower agrees that each Participant shall be entitled to
the benefits of Sections 3.01, 3.04 and 3.05 to 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 10.09 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were a
Lender.

         (e)      A Participant shall not be entitled to receive any greater
payment under Section 3.01 or 3.04 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 3.01 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
10.15 as though it were a Lender.

         (f)      Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement (including
under its Note(s), if any) to secure obligations of such Lender to (i) a Federal
Reserve Bank or (ii) with the prior consent of the Borrower, which would not be
unreasonably withheld, any other Person; 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.

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<PAGE>

         (g)      As used herein, the following terms have the following
meanings:

                  "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
         Lender; (c) an Approved Fund; and (d) any other Person (other than a
         natural person) approved by (i) the Administrative Agent, and (ii)
         unless an Event of Default has occurred and is continuing, the Borrower
         (each such approval not to be unreasonably withheld or delayed);
         provided that notwithstanding the foregoing, "Eligible Assignee" shall
         not include the Borrower or any of the Borrower's Affiliates or
         Subsidiaries.

                  "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 business.

                  "Approved Fund" means any Fund that is administered or managed
         by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
         Affiliate of an entity that administers or manages a Lender.

         (h)      Notwithstanding anything to the contrary contained herein, all
assignments and participations shall be made in compliance with Law.

         SECTION 10.08 CONFIDENTIALITY. Each of the Administrative Agent, the
Syndication Agent, the Documentation Agents and the Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates' directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential); (b) to the extent requested by any regulatory
authority (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 to this Agreement; (e) in connection with the exercise of any
remedies hereunder or under any other Loan Document or any suit, action or
proceeding relating to this Agreement or any other Loan 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 Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or credit derivative
transaction relating to the Borrower and its obligations; (g) with the written
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, the Syndication Agent, either
Documentation Agent or any Lender on a nonconfidential basis from a source other
than the Borrower. In addition, the Administrative Agent, the Syndication Agent,
each Documentation Agent and the Lenders may disclose the existence of this
Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the
Administrative Agent, the Syndication Agent, each Documentation Agent and the
Lenders in connection with the administration and management of this Agreement,
the other Loan Documents, the Commitments, and the Loans. For purposes of this
Section, "Information" means all information received from the Borrower or its
Subsidiaries relating to the Borrower or its business, other than any such
information that is available to the Administrative Agent, the Syndication
Agent, each Documentation Agent or any Lender on a nonconfidential basis prior
to disclosure by the Borrower; provided that, in the case of information
received from the Borrower after the date hereof, such information is clearly
identified in writing 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

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<PAGE>

confidentiality of such Information as such Person would accord to its own
confidential information. Notwithstanding anything herein to the contrary,
"Information" shall not include, and the Borrower, the Administrative Agent and
each Lender may disclose without limitation of any kind, any information with
respect to the "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation 1.6011-4) of the transactions contemplated hereby
and all materials of any kind (including opinions or other tax analyses) that
are provided to the Borrower, the Administrative Agent or such Lender relating
to such tax treatment and tax structure; provided that with respect to any
document or similar item that in either case contains information concerning the
tax treatment or tax structure of the transaction as well as other information,
this sentence shall only apply to such portions of the document or similar item
that relate to the tax treatment or tax structure of the Loans and the
transactions contemplated hereby.

         SECTION 10.09 SET-OFF. In addition to any rights and remedies of the
Lenders provided by law, upon the occurrence and during the continuance of any
Event of Default, each Lender is authorized at any time and from time to time,
without prior notice to the Borrower, any such notice being waived by the
Borrower to the fullest extent permitted by law, to set-off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing by, such Lender or any of
its Affiliates to or for the credit or the account of the Borrower against any
and all Obligations owing to such Lender hereunder or under any other Loan
Document, now or hereafter existing, irrespective of whether or not the
Administrative Agent or such Lender shall have made demand under this Agreement
or any other Loan Document and although such Obligations may be contingent or
unmatured or denominated in a currency different from that of the applicable
deposit or indebtedness. Each Lender agrees promptly to notify the Borrower and
the Administrative Agent after any such set-off and application made by such
Lender; provided, however, that the failure to give such notice shall not affect
the validity of such set-off and application.

         SECTION 10.10 INTEREST RATE LIMITATION. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan 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
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.

         SECTION 10.11 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         SECTION 10.12 INTEGRATION. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.

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<PAGE>

         SECTION 10.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder and in any other Loan Document or
other 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 at the time of any Loan, and shall continue in full force and effect
as long as any Loan or any other Obligation hereunder shall remain unpaid or
unsatisfied.

         SECTION 10.14 SEVERABILITY. If any provision of this Agreement or the
other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan 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.

         SECTION 10.15 TAX FORMS. (a) (i) Each Lender that is not a "United
States person" within the meaning of Section 7701(a)(30) of the Code (a "Foreign
Lender") shall deliver to the Administrative Agent and the Borrower, prior to
receipt of any payment subject to withholding under the Code (or upon accepting
an assignment of an interest herein), two duly signed completed copies of either
IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and
entitling it to an exemption from, or reduction of, withholding tax on all
payments to be made to such Foreign Lender by the Borrower pursuant to this
Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments
to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or
such other evidence satisfactory to the Borrower and the Administrative Agent
that such Foreign Lender is entitled to an exemption from, or reduction of, U.S.
withholding tax, including any exemption pursuant to Section 881(c) of the Code.
Thereafter and from time to time, each such Foreign Lender shall (A) promptly
submit to the Administrative Agent such additional duly completed and signed
copies of one of such forms (or such successor forms as shall be adopted from
time to time by the relevant United States taxing authorities) as may then be
available under then current United States laws and regulations to avoid, or
such evidence as is satisfactory to the Borrower and the Administrative Agent of
any available exemption from or reduction of, United States withholding taxes in
respect of all payments to be made to such Foreign Lender by the Borrower
pursuant to this Agreement, (B) promptly notify the Administrative Agent of any
change in circumstances which would modify or render invalid any claimed
exemption or reduction, and (C) 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 that the Borrower make any deduction or
withholding for taxes from amounts payable to such Foreign Lender.

                  (ii)     Each Foreign Lender, to the extent it does not act or
         ceases to act for its own account with respect to any portion of any
         sums paid or payable to such Lender under any of the Loan Documents
         (for example, in the case of a typical participation by such Lender),
         shall deliver to the Administrative Agent and the Borrower on the date
         when such Foreign Lender ceases to act for its own account with respect
         to any portion of any such sums paid or payable, and at such other
         times as may be necessary in the determination of the Administrative
         Agent (in the reasonable exercise of its discretion), (A) two duly
         signed completed copies of the forms or statements required to be
         provided by such Lender as set forth above, to establish the portion of
         any such sums paid or payable with respect to which such Lender acts
         for its own account that is not subject to U.S. withholding tax, and
         (B) two duly signed completed copies of IRS Form W-8IMY (or any
         successor thereto), together with any information such Lender chooses
         to transmit

                                       57
<PAGE>

         with such form, and any other certificate or statement of exemption
         required under the Code, to establish that such Lender is not acting
         for its own account with respect to a portion of any such sums payable
         to such Lender.

                  (iii)    The Borrower shall not be required to pay any
         additional amount to any Foreign Lender under Section 3.01 (A) with
         respect to any Taxes required to be deducted or withheld on the basis
         of the information, certificates or statements of exemption such Lender
         transmits with an IRS Form W-8IMY, W-8BEN or W-8ECI pursuant to this
         Section 10.15(a) or (B) if such Lender shall have failed to satisfy the
         foregoing provisions of this Section 10.15(a); provided that if such
         Lender shall have satisfied the requirement of this Section 10.15(a) on
         the date such Lender became a Lender or ceased to act for its own
         account with respect to any payment under any of the Loan Documents,
         nothing in this Section 10.15(a) shall relieve the Borrower of its
         obligation to pay any amounts pursuant to Section 3.01 in the event
         that, as a result of any change in any applicable law, treaty or
         governmental rule, regulation or order, or any change in the
         interpretation, administration or application thereof, such Lender is
         no longer properly entitled to deliver forms, certificates or other
         evidence at a subsequent date establishing the fact that such Lender or
         other Person for the account of which such Lender receives any sums
         payable under any of the Loan Documents is not subject to withholding
         or is subject to withholding at a reduced rate; provided, further, that
         should such Lender become subject to Taxes because of its failure to
         satisfy the foregoing provisions of this Section 10.15(a) the Borrower
         shall take such steps as such Lender shall reasonably request to assist
         such Lender in recovering such Taxes.

                  (iv)     The Administrative Agent may, without reduction,
         withhold any Taxes required to be deducted and withheld from any
         payment under any of the Loan Documents with respect to which the
         Borrower is not required to pay additional amounts under Section 3.01
         or this Section 10.15(a).

         (b)      Upon the request of the Administrative Agent or the Borrower,
each Lender that is a "United States person" within the meaning of Section
7701(a)(30) of the Code shall deliver to the Administrative Agent and the
Borrower two duly signed completed copies of IRS Form W-9. If such Lender fails
to deliver such forms, then the Administrative Agent may withhold from any
interest payment to such Lender an amount equivalent to the applicable back-up
withholding tax imposed by the Code, without reduction.

         (c)      If any Governmental Authority asserts that the Administrative
Agent did not properly withhold or backup withhold, as the case may be, any Tax
or other amount from payments made to or for the account of any Lender, such
Lender shall indemnify the Administrative Agent therefor, including all
penalties and interest, any Taxes imposed by any jurisdiction on the amounts
payable to the Administrative Agent under this Section, and costs and expenses
(including Attorney Costs) of the Administrative Agent. The obligation of the
Lenders under this Section shall survive the termination of the Aggregate
Commitments, repayment of all other Obligations hereunder and the resignation of
the Administrative Agent.

         SECTION 10.16 GOVERNING LAW.

         (a)      THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT ALL PARTIES HERETO
SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

                                       58
<PAGE>

         (b)      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER
WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE
MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

         (c)      The Borrower hereby irrevocably appoints CT Corporation
System, with an address on the date hereof at 111 Eighth Avenue, 13th Floor, New
York, New York, 10011, its authorized agent to accept and acknowledge service of
any and all process which may be served in any suit, action or proceeding of the
nature referred to in this Section 10.16 and consents to process being served in
any such suit, action or proceeding upon CT Corporation System in any manner or
by mailing of a copy thereof by registered or certified mail, postage prepaid,
return receipt requested, to the Borrowers' address referred to in Section
10.01. The Borrower agrees that such service (i) shall be deemed in every
respect effective service of process upon it in any such suit, action or
proceeding and (ii) shall, to the fullest extent permitted by law, be taken and
held to be valid personal service upon and personal delivery to it. Nothing in
this Section 10.16 shall affect the right of any Lender to serve process in any
manner permitted by law or limit the right of any Lender to bring proceedings
against the Borrower in the courts of any jurisdiction or jurisdictions.

         SECTION 10.17 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.

         SECTION 10.18 REPLACEMENT OF LENDERS. Under any circumstances set forth
herein providing that the Borrower shall have the right to replace a Lender as a
party to this Agreement, the Borrower may, upon notice to such Lender and the
Administrative Agent, replace such Lender by causing such Lender to assign its
Commitment (with the assignment fee to be paid by the Borrower in such instance)
pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees
procured by the Borrower. The Borrower shall (a) pay in full all principal owing
to such Lender as of the date of replacement (including any amounts payable
pursuant to Section 3.05) and (b) release such Lender from its obligations under
the Loan Documents. Any Lender being replaced shall execute and deliver an
Assignment and Assumption with respect to such Lender's Commitment and
outstanding Loans.

                                       59
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                HILLENBRAND INDUSTRIES, INC.

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-1

<PAGE>

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

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-2

<PAGE>

                                CITICORP NORTH AMERICA, INC., as
                                Syndication Agent

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-3

<PAGE>

                                BANK ONE, NA,
                                as Documentation Agent

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-4

<PAGE>

                                LASALLE BANK NATIONAL ASSOCIATION, as
                                Documentation Agent

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-5

<PAGE>

                                UBS AG, STAMFORD BRANCH,
                                as Documentation Agent

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-6

<PAGE>

                                BANK OF AMERICA, N.A., as a Lender and
                                Alternative Rate Lender

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-7

<PAGE>

                                BANK ONE, NA, as a Lender

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-8

<PAGE>

                                BNP PARIBAS, as a Lender

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-9

<PAGE>

                                CITICORP NORTH AMERICA, INC., as a Lender

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-10

<PAGE>

                                FIFTH THIRD BANK, as a Lender

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-11

<PAGE>

                                KEYBANK NATIONAL ASSOCIATION, as a
                                Lender

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-12

<PAGE>

                                LASALLE BANK NATIONAL ASSOCIATION, as a
                                Lender

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-13

<PAGE>

                                NATIONAL CITY BANK OF INDIANA, as a Lender

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-14

<PAGE>

                                THE NORTHERN TRUST COMPANY, as a Lender

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-15

<PAGE>

                                PNC BANK, NATIONAL ASSOCIAITON, as a
                                Lender

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-16

<PAGE>

                                SUNTRUST BANK, as a Lender

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-17

<PAGE>

                                UBS AG, STAMFORD BRANCH, as a Lender

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                By: ____________________________________________

                                Name: __________________________________________

                                Title: _________________________________________

                                      S-18