<PAGE>

                                                                   EXHIBIT 10.16

                                                                  EXECUTION COPY

                                CREDIT AGREEMENT

                          DATED AS OF DECEMBER 31, 2003

                                      AMONG

                                 RES-CARE, INC.,

                  THE LENDERS FROM TIME TO TIME PARTIES HERETO

                       BANK ONE, NA (MAIN OFFICE CHICAGO),
                             AS ADMINISTRATIVE AGENT

            MERRILL LYNCH CAPITAL AND NATIONAL CITY BANK OF KENTUCKY
                              AS SYNDICATION AGENTS

                                       AND

                      GENERAL ELECTRIC CAPITAL CORPORATION
                             AS DOCUMENTATION AGENT

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                         BANC ONE CAPITAL MARKETS, INC.,
                      AS LEAD ARRANGER AND SOLE BOOK RUNNER

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                         SIDLEY AUSTIN BROWN & WOOD LLP
                                 Bank One Plaza
                            10 South Dearborn Street
                             Chicago, Illinois 60603

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                               <C>
ARTICLE I                     DEFINITIONS....................................................................      1

    1.1.        Certain Defined Terms........................................................................      1
    1.2.        Plural Forms.................................................................................     24

ARTICLE II                    THE CREDITS....................................................................     24

    2.1.        Revolving Loan Commitments and Term Loan Commitments.........................................     24
    2.2.        Required Payments; Termination...............................................................     25
    2.3.        Ratable Loans; Types of Advances.............................................................     26
    2.4.        Swing Line Loans.............................................................................     27
    2.5.        Commitment Fee; Aggregate Revolving Loan Commitment..........................................     28
    2.6.        Minimum Amount of Each Advance...............................................................     29
    2.7.        Optional Principal Payments..................................................................     29
    2.8.        Method of Selecting Types and Interest Periods for New
                Advances.....................................................................................     29
    2.9.        Conversion and Continuation of Outstanding Advances; No
                Conversion or Continuation of Eurodollar Advances After Default..............................     30
    2.10.       Changes in Interest Rate, etc................................................................     30
    2.11.       Rates Applicable After Default...............................................................     31
    2.12.       Method of Payment............................................................................     31
    2.13.       Noteless Agreement; Evidence of Indebtedness.................................................     32
    2.14.       Telephonic Notices...........................................................................     32
    2.15.       Interest Payment Dates; Interest and Fee Basis...............................................     33
    2.16.       Notification of Advances, Interest Rates, Prepayments
                and Revolving Loan Commitment Reductions; Availability of Loans..............................     33
    2.17.       Lending Installations........................................................................     33
    2.18.       Non-Receipt of Funds by the Administrative Agent.............................................     34
    2.19.       Replacement of Lender........................................................................     34
    2.20.       Facility LCs.................................................................................     35

ARTICLE III                   YIELD PROTECTION; TAXES........................................................     39

    3.1.        Yield Protection.............................................................................     39
    3.2.        Changes in Capital Adequacy Regulations......................................................     40
    3.3.        Availability of Types of Advances............................................................     41
    3.4.        Funding Indemnification......................................................................     41
    3.5.        Taxes........................................................................................     41
    3.6.        Lender Statements; Survival of Indemnity.....................................................     44
    3.7.        Alternative Lending Installation.............................................................     44

ARTICLE IV                    CONDITIONS PRECEDENT...........................................................     44

    4.1.        Initial Credit Extension.....................................................................     44
    4.2.        Each Credit Extension........................................................................     47

ARTICLE V                     REPRESENTATIONS AND WARRANTIES.................................................     47
</TABLE>

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<TABLE>
<S>                                                                                                               <C>
    5.1.        Existence and Standing.......................................................................     47
    5.2.        Authorization and Validity...................................................................     47
    5.3.        No Conflict; Government Consent..............................................................     48
    5.4.        Financial Statements.........................................................................     48
    5.5.        Material Adverse Change......................................................................     48
    5.6.        Taxes........................................................................................     48
    5.7.        Litigation and Contingent Obligations........................................................     49
    5.8.        Subsidiaries.................................................................................     49
    5.9.        ERISA........................................................................................     49
    5.10.       Accuracy of Information......................................................................     49
    5.11.       Regulation U.................................................................................     49
    5.12.       Material Agreements..........................................................................     50
    5.13.       Compliance With Laws.........................................................................     50
    5.14.       Ownership of Properties......................................................................     50
    5.15.       Plan Assets; Prohibited Transactions.........................................................     50
    5.16.       Environmental Matters........................................................................     50
    5.17.       Investment Company Act.......................................................................     50
    5.18.       Public Utility Holding Company Act...........................................................     51
    5.19.       Insurance....................................................................................     51
    5.20.       No Default or Unmatured Default..............................................................     51
    5.21.       Reportable Transaction.......................................................................     51
    5.22.       SDN List Designation.........................................................................     51

ARTICLE VI                    COVENANTS......................................................................     51

    6.1.        Financial Reporting..........................................................................     51
    6.2.        Use of Proceeds..............................................................................     53
    6.3.        Notice of Default............................................................................     54
    6.4.        Conduct of Business..........................................................................     54
    6.5.        Taxes........................................................................................     54
    6.6.        Insurance....................................................................................     54
    6.7.        Compliance with Laws.........................................................................     54
    6.8.        Maintenance of Properties....................................................................     55
    6.9.        Inspection; Keeping of Books and Records.....................................................     55
    6.10.       Restricted Payments..........................................................................     55
    6.11.       Merger.......................................................................................     55
    6.12.       Sale of Assets...............................................................................     56
    6.13.       Investments and Acquisitions.................................................................     56
    6.14.       Indebtedness.................................................................................     58
    6.15.       Liens........................................................................................     60
    6.16.       Affiliates...................................................................................     61
    6.17.       Financial Contracts..........................................................................     62
    6.18.       Subsidiary Covenants.........................................................................     62
    6.19.       Contingent Obligations.......................................................................     62
    6.20.       Amendments to Subordinated Note Documents....................................................     62
    6.21.       Leverage Ratio...............................................................................     63
    6.22.       Fixed Charge Coverage Ratio..................................................................     64
</TABLE>

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<TABLE>
<S>                                                                                                               <C>
    6.23.       Minimum Consolidated Net Worth...............................................................     64
    6.24.       Capital Expenditures.........................................................................     64
    6.25.       Rentals......................................................................................     65
    6.26.       Guarantors...................................................................................     65
    6.27.       Collateral...................................................................................     65
    6.28.       Sale and Leaseback Transactions..............................................................     66
    6.29.       Replacement of Transitional Letters of Credit................................................     66
    6.30.       Insurance and Condemnation Proceeds..........................................................     66

ARTICLE VII                   DEFAULTS.......................................................................     67

ARTICLE VIII                  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.................................     69

    8.1.        Acceleration.................................................................................     69
    8.2.        Amendments...................................................................................     71
    8.3.        Preservation of Rights.......................................................................     72

ARTICLE IX                    GENERAL PROVISIONS.............................................................     72

    9.1.        Survival of Representations..................................................................     72
    9.2.        Governmental Regulation......................................................................     72
    9.3.        Headings.....................................................................................     72
    9.4.        Entire Agreement.............................................................................     72
    9.5.        Several Obligations; Benefits of this Agreement..............................................     72
    9.6.        Expenses; Indemnification....................................................................     73
    9.7.        Numbers of Documents.........................................................................     73
    9.8.        Accounting...................................................................................     74
    9.9.        Severability of Provisions...................................................................     74
    9.10.       Nonliability of Lenders......................................................................     74
    9.11.       Confidentiality..............................................................................     75
    9.12.       Lenders Not Utilizing Plan Assets............................................................     75
    9.13.       Nonreliance..................................................................................     75
    9.14.       Disclosure...................................................................................     75
    9.15.       Performance of Obligations...................................................................     75
    9.16.       USA Patriot Act Notification.................................................................     76

ARTICLE X                     THE ADMINISTRATIVE AGENT.......................................................     77

    10.1.       Appointment; Nature of Relationship..........................................................     77
    10.2.       Powers.......................................................................................     77
    10.3.       General Immunity.............................................................................     77
    10.4.       No Responsibility for Loans, Recitals, etc...................................................     77
    10.5.       Action on Instructions of Lenders............................................................     78
    10.6.       Employment of Agents and Counsel.............................................................     78
    10.7.       Reliance on Documents; Counsel...............................................................     78
    10.8.       Administrative Agent's Reimbursement and Indemnification.....................................     79
    10.9.       Notice of Default............................................................................     79
    10.10.      Rights as a Lender...........................................................................     79
</TABLE>

                                       iii

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<TABLE>
<S>                                                                                                               <C>
    10.11.      Lender Credit Decision.......................................................................     79
    10.12.      Successor Administrative Agent...............................................................     80
    10.13.      Administrative Agent and Arranger Fees.......................................................     81
    10.14.      Delegation to Affiliates.....................................................................     81
    10.15.      Collateral Documents.........................................................................     81

ARTICLE XI                    SETOFF; RATABLE PAYMENTS.......................................................     82

    11.1.       Setoff.......................................................................................     82
    11.2.       Ratable Payments.............................................................................     82

ARTICLE XII                   BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS..............................     83

    12.1.       Successors and Assigns.......................................................................     83
    12.2.       Participations...............................................................................     83
    12.3.       Assignments..................................................................................     84
    12.4.       Dissemination of Information.................................................................     86
    12.5.       Tax Treatment................................................................................     86

ARTICLE XIII                  NOTICES........................................................................     86

    13.1.       Notices; Effectiveness; Electronic Communication.............................................     86
    13.2.       Change of Address, Etc.......................................................................     87

ARTICLE XIV                   COUNTERPARTS; INTEGRATION; EFFECTIVENESS;
                              ELECTRONIC EXECUTION...........................................................     87

    14.1.       Counterparts; Effectiveness..................................................................     87
    14.2.       Electronic Execution of Assignments..........................................................     88

ARTICLE XV                    CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF
                              JURY TRIAL.....................................................................     88
</TABLE>

                                       iv

<PAGE>

                                    SCHEDULES

Commitment Schedule

Pricing Schedule

Schedule 2.20            -        Transitional Letters of Credit

Schedule 4.1.1           -        Omitted Governmental Certificates

Schedule 5.8             -        Subsidiaries

Schedule 5.12            -        Material Agreements

Schedule 6.12.4          -        Contemplated Dispositions of Assets

Schedule 6.13.2          -        Existing Investments

Schedule 6.13.7          -        Contemplated Investments

Schedule 6.13.8          -        Existing Advances and Loans to Employees, etc.

Schedule 6.14.2          -        Existing Indebtedness

Schedule 6.14.4          -        Contemplated Indebtedness

Schedule 6.15.5          -        Existing Liens

Schedule 6.27            -        Mortgaged Properties

                                    EXHIBITS

Exhibit A       -      Form of Borrower's Counsel's Opinion

Exhibit B       -      Form of Compliance Certificate

Exhibit C       -      Form of Assignment and Assumption Agreement

Exhibit D       -      Form of Loan/Credit Related Money Transfer Instruction

Exhibit E-1     -      Form of Promissory Note for Term Loan (if requested)

Exhibit E-2     -      Form of Promissory Note for Revolving Loan (if requested)

Exhibit F       -      Officer's Certificate

Exhibit G       -      List of Closing Documents

                                        i

<PAGE>

Exhibit H       -      Form of Borrowing Base Certificate

                                       ii

<PAGE>

                                CREDIT AGREEMENT

         This Credit Agreement, dated as of December 31, 2003, is entered into
by and among Res-Care, Inc., a Kentucky corporation, the Lenders, the LC Issuer,
Bank One, NA, a national banking association having its principal office in
Chicago, Illinois, as Administrative Agent, Merrill Lynch Capital and National
City Bank of Kentucky as Syndication Agents and General Electric Capital
Corporation as Documentation Agent. The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1.     Certain Defined Terms. As used in this Agreement:

         "Account Debtor" means the account debtor or obligor with respect to
any of the Receivables and includes, without limitation, co-makers, indorsers,
guarantors, pledgors, hypothecators, mortgagors, and any other Person who
agrees, conditionally or otherwise, to furnish assurance against loss on any
Receivable.

         "Accounting Changes" is defined in Section 9.8 hereof.

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the Closing Date, by which the Borrower or
any of its Subsidiaries (i) acquires any going business or all or substantially
all of the assets of any firm, corporation or limited liability company, or
division thereof, whether through purchase of assets, merger or otherwise or
(ii) directly or indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (in number of
votes) of the securities of a corporation which have ordinary voting power for
the election of directors (other than securities having such power only by
reason of the happening of a contingency) or a majority (by percentage of voting
power) of the outstanding ownership interests of a partnership or limited
liability company of any Person.

         "Administrative Agent" means Bank One in its capacity as contractual
representative of the Lenders pursuant to Article X, and not in its individual
capacity as a Lender, as Administrative Agent, and any successor Agent appointed
pursuant to Article X.

         "Adjusted Available Aggregate Revolving Loan Commitment" means, at any
time, the lesser of (i) Aggregate Revolving Loan Commitment and (ii) the
Borrowing Base, in each case as then in effect.

         "Advance" means a borrowing hereunder consisting of the aggregate
amount of several Revolving Loans or Term Loans, as the case may be (i) made by
some or all of the Lenders on the same Borrowing Date, or (ii) converted or
continued by the Lenders on the same date of conversion or continuation,
consisting, in either case, of the aggregate amount of the several Loans of the
same Type and, in the case of Eurodollar Loans, for the same Interest Period.
The term "Advance" shall include Swing Line Loans unless otherwise expressly
provided.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control

<PAGE>

another Person if the controlling Person possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of voting securities, by contract
or otherwise.

         "Aggregate Outstanding Revolving Credit Exposure" means, at any time,
the aggregate of the Outstanding Revolving Credit Exposure of all the Lenders.

         "Aggregate Revolving Loan Commitment" means the aggregate of the
Revolving Loan Commitments of all the Lenders, as may be increased or reduced
from time to time pursuant to the terms hereof. The initial Aggregate Revolving
Loan Commitment is One Hundred Million and 00/100 Dollars ($100,000,000).

         "Aggregate Term Loan Commitment" means the aggregate of the Term Loan
Commitments of all the Lenders, as may be reduced from time to time pursuant
hereto. The initial Aggregate Term Loan Commitment is Thirty Five Million and
00/100 Dollars ($35,000,000).

         "Agreement" means this Credit Agreement, as it may be amended,
restated, supplemented or otherwise modified and as in effect from time to time.

         "Agreement Accounting Principles" means generally accepted accounting
principles as in effect in the United States from time to time, applied in a
manner consistent with that used in preparing the financial statements of the
Borrower referred to in Section 5.4.

         "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

         "Applicable Fee Rate" means, with respect to the Commitment Fee at any
time, the percentage rate per annum which is applicable at such time with
respect to such fee as set forth in the Pricing Schedule.

         "Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

         "Applicable Pledge Percentage" means 100%, but 65% in the case of a
pledge of Capital Stock of a Foreign Subsidiary to the extent a 100% pledge
would cause a Deemed Dividend Problem or Financial Assistance Problem.

         "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.

         "Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors, in its capacity as Lead Arranger and Sole Book
Runner.

                                       2
<PAGE>

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Asset Sale" means, with respect to the Borrower or any Subsidiary, the
sale, lease, conveyance, disposition or other transfer by such Person of any of
its assets (including by way of a sale-leaseback transaction, and including the
sale or other transfer of any of the capital stock or other equity interests of
any Subsidiary of such Person) with a book value in excess of $50,000 to any
Person other than the Borrower or any of its wholly-owned Subsidiaries other
than (i) the sale of inventory in the ordinary course of business, (ii) the sale
or other disposition of any obsolete, excess, damaged or worn-out Equipment
disposed of in the ordinary course of business, (iii) leases of assets in the
ordinary course of business consistent with past practice and (iv) transfers
consisting of Restricted Payments permitted under 6.10, Investments permitted
under 6.13 and Liens permitted under Section 6.15.

         "Assignment Agreement" is defined in Section 12.3.1.

         "Authorized Officer" means any of the President and Chief Executive
Officer, Chief Financial Officer, Treasurer or Controller of the Borrower, or
such other officer of the Borrower as may be designated by the Borrower in
writing to the Administrative Agent from time to time, acting singly.

         "Available Aggregate Revolving Loan Commitment" means, at any time, the
Aggregate Revolving Loan Commitment then in effect minus the Aggregate
Outstanding Revolving Credit Exposure at such time.

         "Available Aggregate Term Loan Commitment" means, at any time, the
Aggregate Term Loan Commitment then in effect minus the aggregate outstanding
principal amount of Term Loans at such time.

         "Bank One" means Bank One, NA, a national banking association having
its principal office in Chicago, Illinois, in its individual capacity, and its
successors.

         "Borrower" means Res-Care, Inc., a Kentucky corporation, and its
permitted successors and assigns (including, without limitation, a debtor in
possession on its behalf).

         "Borrowing Base" means, as of any date of calculation, an amount, as
set forth on the most current Borrowing Base Certificate delivered to the
Administrative Agent, equal to up to eighty-five percent (85%) of Eligible
Receivables.

         "Borrowing Base Certificate" means a certificate, in substantially the
form of Exhibit H hereto, setting forth the Borrowing Base and the component
calculations thereof.

         "Borrowing Date" means a date on which an Advance is made hereunder.

         "Borrowing Notice" is defined in Section 2.8.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are

                                       3
<PAGE>

open in Chicago, Illinois for the conduct of substantially all of their
commercial lending activities, interbank wire transfers can be made on the
Fedwire system and dealings in Dollars are carried on in the London interbank
market and (ii) for all other purposes, a day (other than a Saturday or Sunday)
on which banks generally are open in Chicago, Illinois for the conduct of
substantially all of their commercial lending activities and interbank wire
transfers can be made on the Fedwire system.

         "CapEx Base Amount" means (i) $17,500,000 during the Borrower's 2004
fiscal year, (ii) $18,500,000 during the Borrower's 2005 fiscal year, (iii)
$19,500,000 during the Borrower's 2006 fiscal year and (iv) $20,500,000 during
each fiscal year thereafter.

         "Capital Expenditures" means, without duplication, any expenditures for
any purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with Agreement Accounting Principles.

         "Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "Cash Equivalent Investments" means (i) obligations of, or fully
guaranteed by, the United States of America maturing within 12 months from the
date of investment, (ii) commercial paper rated A-1 or better by S&P or P-1 or
better by Moody's, (iii) demand deposit accounts maintained in the ordinary
course of business, and (iv) certificates of deposit issued by and time deposits
with commercial banks (whether domestic or foreign).

         "Change of Control" means (i) the acquisition by any Person, or two or
more Persons acting in concert, of beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934) of 35% or more of the outstanding shares of voting stock
of the Borrower or (ii) the majority of the Board of Directors of the Borrower
fails to consist of Continuing Directors.

         "Closing Date" means December 31, 2003.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time, and any rule or regulation issued
thereunder.

         "Collateral" means all property and interests in property now owned or
hereafter acquired by the Borrower or any of its Domestic Subsidiaries in or
upon which a security interest, lien or mortgage is granted to the
Administrative Agent, for the benefit of the Holders of Secured Obligations,
whether under the Pledge and Security Agreement, under any of the other
Collateral Documents or under any of the other Loan Documents.

                                       4
<PAGE>

         "Collateral Documents" means all agreements, instruments and documents
executed in connection with this Agreement that are intended to create or
evidence Liens to secure the Secured Obligations, including, without limitation,
the Pledge and Security Agreement, the Intellectual Property Security
Agreements, the Mortgages and all other security agreements, mortgages, deeds of
trust, loan agreements, notes, guarantees, subordination agreements, pledges,
powers of attorney, consents, assignments, contracts, fee letters, notices,
leases, financing statements and all other written matter whether heretofore,
now, or hereafter executed by the Borrower or any of its Subsidiaries and
delivered to the Administrative Agent.

         "Collateral Shortfall Amount" is defined in Section 8.1.

         "Commitment Fee" is defined in Section 2.5.1.

         "Commitment Schedule" means the Schedule identifying each Lender's
Revolving Loan Commitment and Term Loan Commitment as of the Closing Date
attached hereto and identified as such.

         "Consolidated Capital Expenditures" means, with reference to any
period, the Capital Expenditures of the Borrower and its Subsidiaries calculated
on a consolidated basis for such period.

         "Consolidated Current Maturities" means, with reference to any period,
all payments of principal and interest due within twelve (12) calendar months on
and after the last day of such period with respect to all Consolidated
Indebtedness (other than Indebtedness under the Convertible Subordinated Notes)
of the Borrower and its Subsidiaries.

         "Consolidated EBITDA" means Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated
Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation,
(iv) amortization and (v) to the extent reasonably approved by the
Administrative Agent, any extraordinary non-cash or nonrecurring non-cash
charges or losses incurred other than in the ordinary course of business
including but not limited to losses resulting from redemptions or repayments of
Indebtedness (including without limitation in connection with the repayment of
the Indebtedness under the Existing Credit Agreement and otherwise in connection
with the Refinancing), minus, to the extent included in Consolidated Net Income,
(a) interest income and (b) any extraordinary non-cash or nonrecurring non-cash
gains realized other than in the ordinary course of business, including but not
limited to gains resulting from redemptions of Indebtedness, all calculated for
the Borrower and its Subsidiaries on a consolidated basis. For purposes of
determining Consolidated EBITDA, any non-cash income associated with the
write-up of goodwill pursuant to FASB no. 142 shall be subtracted from
Consolidated Net Income and any non-cash expense associated with the write-down
of goodwill pursuant to FASB no. 142 shall be added back to Consolidated Net
Income.

         "Consolidated Funded Indebtedness" means, at any time, with respect to
any Person, the sum of, without duplication, (i) the aggregate Dollar amount of
Consolidated Indebtedness owing by such Person or for which such Person is
liable which has actually been funded and is outstanding at such time, whether
or not such amount is due or payable at such time, plus (ii) the

                                       5
<PAGE>

aggregate stated or face amount of all Letters of Credit at such time for which
such Person is the account party or is otherwise liable plus (iii) the aggregate
amount of Capitalized Lease Obligations owing by such Person or for which such
Person is otherwise liable, plus (iv) the aggregate of all amounts (to the
extent aggregating in excess of $1,000,000) owing by such Person or for which
such Person is otherwise liable with respect to final and non-appealable
judgments or settlements arising in connection with trials, arbitrations,
mediations, litigation or other forums for dispute resolution.

         "Consolidated Indebtedness" means at any time, with respect to any
Person, the Indebtedness of such Person and its Subsidiaries calculated on a
consolidated basis as of such time.

         "Consolidated Interest Expense" means, with reference to any period,
the interest expense of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period, in accordance with Agreement Accounting
Principles.

         "Consolidated Net Funded Indebtedness" means, at any time, with respect
to any Person, Consolidated Funded Indebtedness, minus, so long as Revolving
Loans in an aggregate principal amount not in excess of $2,000,000 are then
outstanding, cash and Cash Equivalent Investments maintained by the Borrower at
such time.

         "Consolidated Net Income" means, with reference to any period, the net
income (or loss) of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period in accordance with Agreement Accounting
Principles.

         "Consolidated Net Worth" means at any time, with respect to any Person,
the consolidated stockholders' equity of such Person and its Subsidiaries
calculated on a consolidated basis in accordance with Agreement Accounting
Principles.

         "Consolidated Rentals" means, with reference to any period, the Rentals
of the Borrower and its Subsidiaries calculated on a consolidated basis for such
period in accordance with Agreement Accounting Principles.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person guarantees, endorses, contingently agrees to
purchase or provide funds for the payment of, or otherwise becomes or is
contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, excluding indemnification obligations incurred in the
ordinary course of business or in connection with transactions that are not
prohibited by this Agreement.

         "Continuing Director" means, with respect to any Person as of any date
of determination, any member of the board of directors of such Person who (i)
was a member of such board of directors on the Closing Date, or (ii) was
nominated for election or elected to such board of directors with the approval
of the required majority of the Continuing Directors who were members of such
board at the time of such nomination or election; provided that any individual
who is so elected or nominated in connection with a merger, consolidation,
acquisition or similar transaction shall not be a Continuing Director unless
such individual was a Continuing Director

                                       6
<PAGE>

prior thereto or such individual was elected in connection with a Permitted
Acquisition or any other acquisition consented to hereunder.

         "Controlled Group" means all members of a controlled group of
corporations or other business entities and all trades or businesses (whether or
not incorporated) under common control which, together with the Borrower or any
of its Subsidiaries, are treated as a single employer under Section 414 of the
Code.

         "Conversion/Continuation Notice" is defined in Section 2.9.

         "Convertible Subordinated Notes" means those certain 5.9% Convertible
Subordinated Notes issued by the Borrower pursuant to and in connection with the
Convertible Subordinated Note Documents.

         "Convertible Subordinated Note Documents" means the Convertible
Subordinated Notes and that certain Statement of Additional Terms and Conditions
dated as of March 12, 1998.

         "Credit Extension" means the making of an Advance or the issuance of a
Facility LC hereunder.

         "Credit Extension Date" means the Borrowing Date for an Advance or the
issuance date for a Facility LC.

         "Credit Party" means, at any time, any of the Borrower and any Person
which is a Guarantor at such time.

         "Deemed Dividend Problem" means, with respect to any Foreign
Subsidiary, such Foreign Subsidiary's accumulated and undistributed earnings and
profits being deemed to be repatriated to the Borrower or the applicable parent
Domestic Subsidiary for U.S. federal income tax purposes and the effect of such
repatriation causing adverse tax consequences to the Borrower or such parent
Domestic Subsidiary, in each case as determined by the Borrower in its
commercially reasonable judgment acting in good faith and in consultation with
its legal and tax advisors.

         "Default" means an event described in Article VII.

         "Disqualified Stock" means any capital stock or other equity interest
that, by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable), or upon the happening of any event, matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
or redeemable at the option of the holder thereof, in whole or in part, on or
prior to the date that is 91 days after the later of the (i) the Revolving Loan
Termination Date and (ii) the Term Loan Maturity Date.

         "Documentation Agent" means General Electric Capital Corporation in its
capacity as documentation agent for the credit transaction evidenced by this
Agreement.

         "Dollar", "dollar" and "$" means the lawful currency of the United
States of America.

                                       7
<PAGE>

         "Domestic Subsidiary" means any Subsidiary of any Person organized
under the laws of a jurisdiction located in the United States of America.

         "Eligible Receivables" means Receivables created by (a) the Borrower
and (b) any Domestic Subsidiary which is a Guarantor, in each case in the
ordinary course of its business arising out of the sale of goods or rendition of
services by the Borrower or such Subsidiaries, which Receivables are and at all
times shall continue to meet the following requirements:

         (a)      are not Receivables that have been identified as greater than
one hundred twenty (120) days on the accounts receivable aging report furnished
to the Administrative Agent pursuant to Section 6.1.8;

         (b)      are not Receivables with respect to which the Account Debtor
is a director, officer, employee, Subsidiary or Affiliate of the Borrower or any
Subsidiary;

         (c)      are not Receivables originated by a Foreign Subsidiary or
Receivables with respect to which the Account Debtor is not a resident of, or
domiciled in, the United States of America unless the Account Debtor has
supplied the Borrower or applicable Domestic Subsidiary with an irrevocable
letter of credit, issued by a financial institution satisfactory to the
Administrative Agent, sufficient to cover such Receivable in form and substance
satisfactory to the Administrative Agent;

         (d)      Receivables not denominated in Dollars;

         (e)      Receivables that are subject to any dispute, contra-account,
defense, offset or counterclaim, volume rebate or advertising or other
allowance, in each case of which the Borrower or applicable Domestic Subsidiary
has been given notification, provided that if any portion of any such
Receivables are not subject to any dispute, contra-account, defense, offset,
counterclaim, volume rebate or advertising or other allowance and the payment of
such portion is not being withheld or delayed or otherwise affected in any
manner due to the portion that is subject to such dispute, contra-account,
defense, offset, counterclaim, volume rebate or advertising or other allowance,
then such portion which is not subject to any dispute, contra-account, defense,
offset, counterclaim, volume rebate or advertising or other allowance shall not
be excluded from Eligible Receivables because of this clause (e);

         (f)      are Receivables (other than Health Care Receivables) with
respect to which the Administrative Agent, for the benefit of the Holders of
Secured Obligations, has a first and valid fully perfected and enforceable
security interest;

         (g)      are not Receivables with respect to which the Account Debtor
is the subject of a bankruptcy or similar insolvency proceeding or has made an
assignment for the benefit of creditors or whose assets have been conveyed to a
receiver, trustee or assignee for the benefit of creditors;

         (h)      are not Receivables which are Health Care Receivables unless
such Receivables are subject to (i) procedures for cash management and (ii)
perfection under the UCC, in each case in a manner satisfactory to the
Administrative Agent in its reasonable discretion (the Administrative Agent
hereby agreeing that, as of the Closing Date, cash management procedures

                                       8
<PAGE>

in existence on the Closing Date (assuming the requirement under Section 6.27
for control agreements and blocked account agreements is timely satisfied) are
acceptable to the Administrative Agent and Health Care Receivables are subject
to perfection under the UCC);

         (i)      are not Receivables with respect to which the Borrower or
applicable Subsidiary has not yet shipped the applicable goods or performed the
applicable service;

         (j)      are not Receivables that are reconciliation items;

         (k)      are not Receivables subject to any Lien (other than Liens in
favor of the Administrative Agent for the benefit of the Holders of Secured
Obligations) or the inventory, goods, property, services or other consideration
of which any such Receivable constitutes proceeds is subject to any such Lien;

         (l)      are not Receivables evidenced by a promissory note or other
similar instrument unless such note or instrument is pledged to the
Administrative Agent, for the benefit of the Holders of Secured Obligations, on
terms satisfactory to the Administrative Agent;

         (m)      are not Receivables that are consigned or otherwise assigned
to any Person for collection or otherwise; and

         (n)      are not Receivables (other than Health Care Receivables and
other Receivables from Governmental Authorities) in respect of which the
creation of a Lien in favor of the Administrative Agent for the benefit of the
Holders of Secured Obligations is prohibited.

Notwithstanding anything in this Agreement to the contrary, the Administrative
Agent shall have the continuing right, to be reasonably exercised, to require
Borrower and each Domestic Subsidiary to comply with the Federal Assignment of
Claims Act or any comparable state or local government statute or regulation
with respect to any Receivables with respect to which the Account Debtor is any
federal governmental authority or the United States of America, or, in either
case, any department, agency or instrumentality thereof.

         "Equipment" means all of the Borrower's and each Subsidiary's present
and future (i) equipment, including, without limitation, machinery,
manufacturing, distribution, data processing and office equipment, assembly
systems, tools, molds, dies, fixtures, appliances, furniture, furnishings,
vehicles, vessels, aircraft, aircraft engines, and trade fixtures, (ii) other
tangible personal property (other than inventory), and (iii) any and all
accessions, parts and appurtenances attached to any of the foregoing or used in
connection therewith, and any substitutions therefor and replacements, products
and proceeds thereof.

         "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water, ground water or
land, or (iv) the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

                                       9
<PAGE>

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rules or regulations promulgated thereunder.

         "Eurodollar Advance" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
the relevant Interest Period, the rate per annum equal to the applicable British
Bankers' Association LIBOR rate for deposits in Dollars as reported by any
generally recognized financial information service as of 11:00 a.m. (London
time) two (2) Business Days prior to the first day of such Interest Period, and
having a maturity equal to such Interest Period, provided that, if no such
British Bankers' Association LIBOR rate is available to the Administrative
Agent, the applicable Eurodollar Base Rate for the relevant Interest Period
shall instead be the rate determined by the Administrative Agent to be the rate
at which Bank One or one of its affiliate banks offers to place deposits in
Dollars with first-class banks in the London interbank market at approximately
11:00 a.m. (London time) two (2) Business Days prior to the first day of such
Interest Period, in the approximate amount of Bank One's relevant Eurodollar
Loan and having a maturity equal to such Interest Period.

         "Eurodollar Loan" means a Revolving Loan which, except as otherwise
provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
(ii) the Applicable Margin then in effect, changing as and when the Applicable
Margin changes.

         "Event of Loss" means, with respect to any Property, any of the
following: (i) any loss, destruction or damage of such Property or (ii) any
condemnation, seizure, or taking, by exercise of the power of eminent domain or
otherwise, of such Property, or confiscation of such Property or the requisition
of the use of such Property by any Governmental Authority.

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Administrative Agent, taxes imposed on its overall
net income, and franchise taxes imposed on it.

         "Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

         "Existing Credit Agreement" means that certain Credit and Security
Agreement dated as of November 15, 2001 between the Borrower, certain of its
subsidiaries, the lenders party thereto and National City Bank of Kentucky as
administrative agent, as the same has been amended or supplemented prior to the
Closing Date.

         "Facility" means each facility, program, group home and training center
now or hereafter owned, leased, operated and/or managed by any of the Borrower
or its Subsidiaries.

                                       10
<PAGE>

         "Facility LC" is defined in Section 2.20.1.

         "Facility LC Application" is defined in Section 2.20.3.

         "Facility LC Collateral Account" is defined in Section 2.20.11.

         "Federal Funds Effective Rate" means, for any day, an interest 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 for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m.
(Louisville, Kentucky time) on such day on such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by the Administrative Agent in its sole discretion.

         "Financial Contract" of a Person means (i) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics or (ii) any Rate Management Transaction.

         "Financial Assistance Problem" means, with respect to any Foreign
Subsidiary, the inability of such Foreign Subsidiary to become a Subsidiary
Guarantor or to permit its Capital Stock from being pledged pursuant to a pledge
agreement on account of legal or financial limitations imposed by the
jurisdiction of organization of such Foreign Subsidiary or other relevant
jurisdictions having authority over such Foreign Subsidiary, in each case as
determined by the Borrower in its commercially reasonable judgment acting in
good faith and in consultation with its legal and tax advisors

         "Financing" means, with respect to any Person, (i) the issuance or sale
by such Person of any equity interests in such Person other than the issuance of
any stock options in consideration for services or the issuance of stock by such
Person pursuant to the exercise of any option granted in consideration for
services, or (ii) the issuance or sale by such Person of any Indebtedness other
than Indebtedness permitted under Sections 6.14.1 through 6.14.13; provided,
however, that the foregoing clause (ii) shall not permit the incurrence by the
Borrower or any Subsidiary of any Indebtedness if such incurrence is not
otherwise permitted by Section 6.14.

         "FIRREA" means the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as amended, modified or supplemented from time to time

         "First Tier Foreign Subsidiary" means each Foreign Subsidiary with
respect to which any one or more of the Borrower and its Domestic Subsidiaries
directly owns or controls more than 50% of such Foreign Subsidiary's issued and
outstanding equity interests.

         "Floating Rate" means, for any day, a rate per annum equal to the sum
of (i) the Alternate Base Rate for such day, changing when and as the Alternate
Base Rate changes plus (ii) the Applicable Margin then in effect, changing as
and when the Applicable Margin changes.

         "Floating Rate Advance" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the Floating Rate.

                                       11
<PAGE>

         "Floating Rate Loan" means a Loan which, except as otherwise provided
in Section 2.11, bears interest at the Floating Rate.

         "Foreign Subsidiary" means any Subsidiary of any which is not a
Domestic Subsidiary of such Person.

         "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.

         "Governmental Authority" means any nation or government, any foreign,
federal, state, local or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

         "Guarantor" means each Subsidiary of the Borrower which is a party to
the Guaranty Agreement, including each Subsidiary of the Borrower which becomes
a party to the Guaranty Agreement pursuant to a joinder or other supplement
thereto.

         "Guaranty Agreement" means the Guaranty Agreement, dated as of the
Closing Date, made by the Guarantors in favor of the Administrative Agent for
the benefit of the Holders of Secured Obligations, as the same may be amended,
restated, supplemented or otherwise modified from time to time.

         "Healthcare Event" means the occurrence of any of the following with
respect to any one or more Facilities which results in a Material Adverse
Effect: (i) the revocation, denial, suspension or non-renewal of any license,
certificate or permit required to operate Facilities (other than Facilities
managed by the Borrower or any Subsidiary of the Borrower on behalf of a Person
other than the Borrower or any Subsidiary thereof), with any appeal having been
taken and denied, provided that, during any such appeal period the Facility at
issue is able to operate; (ii) the termination or suspension of the provider
agreements under Medicare Law or Medicaid Law or any other agreement or contract
with any Official Body or private payor with respect to Facilities (other than
Facilities managed by the Borrower or any Subsidiary of the Borrower on behalf
of a Person other than the Borrower or Subsidiary thereof); (iii) the
involuntary receivership or involuntary management by any applicable Official
Body of Facilities (other than Facilities managed by the Borrower or any
Subsidiary of a Borrower on behalf of a Person other than the Borrower or any
Subsidiary thereof); (iv) the imposition by any applicable Official Body with
respect to Facilities (other than Facilities managed by the Borrower or any
Subsidiary of a Borrower on behalf of a Person other than the Borrower or any
Subsidiary thereof) of administrative holds or similar restrictions or
limitations on the admission of patients or residents (but only for so long as
such holds, restrictions or limitations shall be in effect); (v) the
interruption or cessation of payments or reimbursement by any applicable
Official Body or private payor, with respect to Facilities (other than
Facilities managed by the Borrower or any Subsidiary of the Borrower on behalf
of a Person other than the Borrower or any Subsidiary thereof), but only for so
long as such interruption or cessation is in effect; (vi) the cash payment in
any fiscal year by any one or more of the Borrower or any of its Subsidiaries of
any recoupment or demand for recoupment by any applicable Official Body or (vii)
the inability of

                                       12
<PAGE>

the Borrower or any Subsidiary thereof to obtain adequate professional liability
insurance, as determined by the Administrative Agent in its reasonable
discretion.

         "Health Care Receivable" shall mean a Receivable where the payor is the
United States of America, a State, county or municipality, or any agency or
instrumentality thereof which is obligated by to make payment with respect to
Medicare, Medicaid or other Receivables representing amounts owing under any
other program established by federal, State, county, municipal or other local
law which requires that payments for healthcare services be made to the provider
of such services in order to comply with any applicable "anti-assignment"
provisions, provider agreement or federal, State, county, municipal or other
local law, rule or regulation.

         "Holders of Secured Obligations" means the holders of the Secured
Obligations from time to time and shall refer to (i) each Lender in respect of
its Loans, (ii) the LC Issuer in respect of Reimbursement Obligations, (iii) the
Administrative Agent, the Lenders and the LC Issuer in respect of all other
present and future obligations and liabilities of the Borrower or any of its
Domestic Subsidiaries of every type and description arising under or in
connection with this Agreement or any other Loan Document, (iii) each Lender (or
affiliate thereof), in respect of all Rate Management Obligations of the
Borrower to such Lender (or such affiliate) as exchange party or counterparty
under any Rate Management Transaction, and (iv) their respective successors,
transferees and assigns.

         "Indebtedness" of a Person means, at any time, without duplication,
such Person's (excluding in all cases accounts payable and accrued expenses
arising in the ordinary course of such Person's business) (i) obligations for
borrowed money, (ii) obligations representing the deferred purchase price of
Property or services, (iii) obligations, whether or not assumed, secured by
Liens or payable out of the proceeds or production from Property now or
hereafter owned or acquired by such Person, (iv) obligations which are evidenced
by notes, bonds, debentures, acceptances, or other instruments, (v) obligations
to purchase securities or other Property arising out of or in connection with
the sale of the same or substantially similar securities or Property, (vi)
Capitalized Lease Obligations, (vii) Contingent Obligations of such Person,
(viii) reimbursement obligations under Letters of Credit, bankers' acceptances,
surety bonds and similar instruments, (ix) Off-Balance Sheet Liabilities, (x)
Net Mark-to-Market Exposure under Rate Management Transactions and other
Financial Contracts, (xi) Rate Management Obligations and (xii) any other
obligation for borrowed money which in accordance with Agreement Accounting
Principles would be shown as a liability on the consolidated balance sheet of
such Person.

         "Intellectual Property Security Agreements" means the intellectual
property security agreements as any Credit Party may from time to time make in
favor of the Administrative Agent for the benefit of the Holders of Secured
Obligations, in each case as the same may be amended, restated, supplemented or
otherwise modified from time to time.

         "Interest Period" means, with respect to a Eurodollar Advance, a period
of one, two, three or six months, commencing on a Business Day selected by the
Borrower pursuant to this Agreement. Such Interest Period shall end on but
exclude the day which corresponds numerically to such date one, two, three or
six months thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month,

                                       13
<PAGE>

such Interest Period shall end on the last Business Day of such next, second,
third or sixth succeeding month. If an Interest Period would otherwise end on a
day which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers, employees and independent
contractors made in the ordinary course of business), extension of credit (other
than Receivables arising in the ordinary course of business) or contribution of
capital by such Person; stocks, bonds, mutual funds, partnership interests,
notes, debentures or other securities owned by such Person; any deposit accounts
and certificate of deposit owned by such Person; and structured notes,
derivative financial instruments and other similar instruments or contracts
owned by such Person.

         "LC Fee" is defined in Section 2.20.4.

         "LC Issuer" means Bank One (or any subsidiary or affiliate of Bank One
designated by Bank One) in its capacity as issuer of Facility LCs hereunder;
provided that National City Bank of Kentucky in its capacity solely as an issuer
of the Transitional Letters of Credit shall also be deemed to be a LC Issuer.

         "LC Obligations" means, at any time, the sum, without duplication, of
(i) the aggregate undrawn stated amount under all Facility LCs outstanding at
such time plus (ii) the aggregate unpaid amount at such time of all
Reimbursement Obligations.

         "LC Payment Date" is defined in Section 2.20.5.

         "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns. Unless otherwise
specified, the term "Lenders" includes the Swing Line Lender and the LC Issuer.

         "Lending Installation" means, with respect to a Lender or the
Administrative Agent, the office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent listed on the signature pages hereof or on the
administrative information sheets provided to the Administrative Agent in
connection herewith or on a Schedule or otherwise selected by such Lender or the
Administrative Agent pursuant to Section 2.17.

         "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, collateral assignment, deposit arrangement, encumbrance or
preference, priority or other security agreement (including, without limitation,
the interest of a vendor or lessor under any conditional sale, Capitalized Lease
or other title retention agreement).

                                       14
<PAGE>

         "Loan" means, with respect to a Lender, such Lender's loan made
pursuant to Article II (or any conversion or continuation thereof), whether
constituting a Term Loan, Revolving Loan or a Swing Line Loan.

         "Loan Documents" means this Agreement, the Facility LC Applications,
the Collateral Documents, the Guaranty Agreement and all other documents,
instruments, notes (including any Notes issued pursuant to Section 2.13 (if
requested)) and agreements executed in connection herewith or therewith or
contemplated hereby or thereby, as the same may be amended, restated or
otherwise modified and in effect from time to time.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), operations or
performance or prospects of the Borrower, or the Borrower and its Subsidiaries
taken as a whole, (ii) the ability of the Borrower or any Material Subsidiary to
perform its obligations under the Loan Documents, or (iii) the validity or
enforceability of any of the Loan Documents or the rights or remedies of the
Administrative Agent, the LC Issuer or the Lenders thereunder.

         "Material Indebtedness" means any Indebtedness in an outstanding
principal amount of $5,000,000 or more in the aggregate (or the equivalent
thereof in any currency other than Dollars).

         "Material Indebtedness Agreement" means any agreement under which any
Material Indebtedness was created or is governed or which provides for the
incurrence of Indebtedness in an amount which would constitute Material
Indebtedness (whether or not an amount of Indebtedness constituting Material
Indebtedness is outstanding thereunder).

         "Material Subsidiary" means a Subsidiary with revenues greater than 2%
of net consolidated revenues of the Borrower.

         "Medicaid" means the medical assistance program established by Title
XIX of the Social Security Act (42. U.S.C. Section 1396 ET SEQ.) and any
successor or similar statutes, as in effect from time to time.

         "Medicaid Law" means collectively, Medicaid and Medicaid Regulations.

         "Medicaid Regulations" means, collectively, (a) all federal statutes
(whether set forth in Title XIX of the Social Security Act or elsewhere)
affecting Medicaid, (b) all applicable provisions of all federal rules,
regulations, manuals and orders of governmental authorities promulgated pursuant
to or in connection with the statutes described in clause (a) above having the
force of law and all federal administrative, reimbursement and other guidelines
of all governmental authorities having the force of law promulgated pursuant to
or in connection with the statutes described in clause (a) above, including all
programs operated under waivers granted from requirements of Title XIX of the
Social Security Act and its implementing regulations, (c) all state statutes and
plans for medical assistance enacted in connection with the statutes and
provisions described in clauses (a) and (b) above, and (d) all applicable
provisions of all rules, regulations, manuals and orders of all governmental
authorities promulgated pursuant to or in connection with the statutes described
in clause (c) above having the force of law and all state administrative,
reimbursement and other guidelines of all governmental authorities having the

                                       15
<PAGE>

force of law promulgated pursuant to or in connection with the statutes
described in clause (c) above, in each case as in effect from time to time.

         "Medicare" means the health insurance program for the aged and disabled
established by Title XVIII of the Social Security Act (42 U.S.C. Section 1395 ET
SEQ.) and any successor or similar statutes as in effect from time to time.

         "Medicare Law" means collectively, Medicare and Medicare Regulations

         "Medicare Regulations" shall mean, collectively, all federal statutes
(whether set forth in Title XVIII of the Social Security Act or elsewhere)
affecting Medicare, together with all applicable provisions of all rules,
regulations, manuals and orders and administrative, reimbursement and other
guidelines having the force of law of all governmental authorities (including,
without limitation, Health and Human Services ("HHS"), Health Care Finance
Administration, the Office of the Inspector General for HHS, or any Person
succeeding the functions of any of the foregoing) promulgated pursuant to or in
connection with any of the foregoing having the force of law, in each case as in
effect from time to time.

         "Modify" and "Modification" are defined in Section 2.20.1.

         "Moody's" means Moody's Investors Services, Inc. and any successor
thereto.

         "Mortgage" means each of those certain mortgages and deeds of trust
dated as of the Closing Date and such other mortgages and deeds of trust as are
entered into by the Credit Parties pursuant hereto or in connection herewith, in
each case as amended, restated, supplemented or otherwise modified from time to
time.

         "Mortgage Instruments" means such title reports, title insurance,
opinions of counsel, surveys, appraisals and environmental reports as are
requested by, and in form and substance reasonably acceptable to, the
Administrative Agent from time to time.

         "Mortgaged Properties" means the real Property identified and described
on Schedule 6.27.

         "Multiemployer Plan" means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, which is covered by Title IV of ERISA and to which the
Borrower or any member of the Controlled Group is obligated to make
contributions.

         "Net Cash Proceeds" means, (1) with respect to any Asset Sale or any
Financing by any Person, (a) cash (freely convertible into Dollars) received by
such Person or any Subsidiary of such Person from such Asset Sale (including
cash received as consideration for the assumption or incurrence of liabilities
incurred in connection with or in anticipation of such Asset Sale) or such
Financing, after (i) provision for all income or other taxes measured by or
resulting from such sale of Property, (ii) payment of all reasonable brokerage
commissions and other fees and expenses related to such sale of Property or
Financing, and (iii) all amounts used to repay Indebtedness secured by a Lien on
any asset disposed of in such Asset Sale which is or may be required (by the
express terms of the instrument governing such Indebtedness) to be repaid in
connection with such Asset Sale (including payments made to obtain or avoid the
need for

                                       16
<PAGE>

the consent of any holder of such Indebtedness) or Financing and (2) with
respect to an Event of Loss of a Person, cash (freely convertible in Dollars)
received by or for such Person's account, net of (i) reasonable direct costs or
expenses incurred in connection with such Event of Loss (including without
limitation reasonable costs and expenses (including attorneys' and other
professionals' fees)) incurred in investigating or recovering such cash and
reasonable reserves associated therewith in accordance with Agreement Accounting
Principles and (ii) amounts required to repay principal of, premium if any, and
interest on any Indebtedness or statutory or other obligations secured by any
Lien on the property (or portion thereof) so damaged or taken (other than the
Secured Obligations) which is required to be and is repaid in connection with
such Event of Loss.

         "Net Mark-to-Market Exposure" of a Person means, as of any date of
determination, the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Rate Management Transactions. "Unrealized
losses" means the fair market value of the cost to such Person of replacing such
Rate Management Transaction as of the date of determination (assuming the Rate
Management Transaction were to be terminated as of that date), and "unrealized
profits" means the fair market value of the gain to such Person of replacing
such Rate Management Transaction as of the date of determination (assuming such
Rate Management Transaction were to be terminated as of that date).

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Note" is defined in Section 2.13.

         "Obligations" means all Loans, all Reimbursement Obligations, advances,
debts, liabilities, obligations, covenants and duties owing by the Borrower to
the Administrative Agent, any Lender, the Swing Line Lender, the LC Issuer, the
Arranger, any affiliate of the Administrative Agent, any Lender, the Swing Line
Lender, the LC Issuer or the Arranger, or any indemnitee under the provisions of
Section 9.6 or any other provisions of the Loan Documents, in each case of any
kind or nature, present or future, arising under this Agreement or any other
Loan Document, whether or not evidenced by any note, guaranty or other
instrument, whether or not for the payment of money, whether arising by reason
of an extension of credit, loan, foreign exchange risk, guaranty,
indemnification, or in any other manner, whether direct or indirect (including
those acquired by assignment), absolute or contingent, due or to become due, now
existing or hereafter arising and however acquired. The term includes, without
limitation, all interest, charges, expenses, fees, attorneys' fees and
disbursements, paralegals' fees (in each case whether or not allowed), and any
other sum chargeable to the Borrower or any of its Subsidiaries under this
Agreement or any other Loan Document.

         "Off-Balance Sheet Liability" of a Person means the principal component
of (i) any repurchase obligation or liability of such Person with respect to
Receivables or notes receivable sold by such Person, (ii) any liability under
any so-called "synthetic lease" or "tax ownership operating lease" transaction
entered into by such Person, or (iii) any obligation arising with respect to any
other transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the consolidated balance
sheets of such Person, but excluding from this clause (iii) all Operating
Leases.

                                       17
<PAGE>

         "Official Body" shall mean any national, federal, state, local or other
government or political subdivision or any agency, authority, board, bureau,
central bank, commission, department or instrumentality of either, or any court,
tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

         "Operating Lease" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

         "Other Taxes" is defined in Section 3.5(ii).

         "Outstanding Revolving Credit Exposure" means, as to any Lender at any
time, the sum of (i) the aggregate principal amount of its Revolving Loans
outstanding at such time, plus (ii) an amount equal to its ratable obligation to
purchase participations in the aggregate principal amount of Swing Line Loans
outstanding at such time, plus (iii) an amount equal to its ratable obligation
to purchase participations in the LC Obligations at such time.

         "Participants" is defined in Section 12.2.1.

         "Payment Date" means the last day of each March, June, September and
December, the Revolving Loan Termination Date and the Term Loan Maturity Date.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

         "Permitted Acquisition" is defined in Section 6.13.9.

         "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "Plan" means an employee pension benefit plan, excluding any
Multiemployer Plan, which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code as to which the Borrower
or any member of the Controlled Group may have any liability.

         "Pledge and Security Agreement" means that certain Pledge and Security
Agreement, dated as of the Closing Date, by and between the Credit Parties and
the Administrative Agent for the benefit of the Holders of Secured Obligations,
as the same may be amended, restated, supplemented, or otherwise modified from
time to time.

         "Pledge Subsidiary" means each Domestic Subsidiary and First Tier
Foreign Subsidiary.

         "Pricing Schedule" means the Schedule identifying the Applicable Margin
and Applicable Fee Rate attached hereto and identified as such.

         "Prime Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

                                       18
<PAGE>

         "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Pro Rata Share" means, with respect to any Lender, the percentage
obtained by dividing (i) the sum of such Lender's Revolving Loan Commitment and
Term Loans at such time by (ii) the sum of the Aggregate Revolving Loan
Commitment and the aggregate amount of all of the Term Loans at such time;
provided, however, if all of the Revolving Loan Commitments and Term Loan
Commitments are terminated pursuant to the terms of this Agreement, then "Pro
Rata Share" means the percentage obtained by dividing (a) the sum of such
Lender's Outstanding Revolving Credit Exposure and outstanding Term Loans at
such time by (b) the sum of the Aggregate Outstanding Revolving Credit Exposure
and the aggregate outstanding amount of all Term Loans at such time.

         "Purchase Price" means the total consideration payable in connection
with any Acquisition, including, without limitation, any portion of the
consideration payable in cash, all Indebtedness, liabilities and contingent
obligations incurred or assumed in connection with such Acquisition and all
consulting fees or fees for a covenant not to compete, including without
limitation the value of any capital stock or other equity interests of the
Borrower or any Subsidiary issued as consideration for such Acquisition.

         "Purchasers" is defined in Section 12.3.1.

         "Rate Management Obligations" of a Person means any and all obligations
of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management Transactions.

         "Rate Management Transaction" means any transaction (including an
agreement with respect thereto) now existing or hereafter entered by the
Borrower or a Subsidiary which is a rate swap, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
forward transaction, currency swap transaction, cross-currency rate swap
transaction, currency option or any other similar transaction (including any
option with respect to any of these transactions) or any combination thereof,
whether linked to one or more interest rates, foreign currencies, commodity
prices, equity prices or other financial measures.

         "Receivable(s)" means and includes all of the Borrower's and each
Subsidiary's presently existing and hereafter arising or acquired accounts,
accounts receivable, and all present and future rights of the Borrower or such
Subsidiary to payment for goods sold or leased or for services rendered (except
those evidenced by instruments or chattel paper), whether or not they have been
earned by performance, and all rights in any merchandise or goods which any of
the same may represent, and all rights, title, security and guarantees with
respect to each of the foregoing, including, without limitation, any right of
stoppage in transit.

                                       19
<PAGE>

         "Refinanced Indebtedness" means the Indebtedness under the Borrower's
6% Convertible Subordinated Notes and the Indebtedness under the Convertible
Subordinated Notes.

         "Refinancing" means the transactions pursuant to which the Refinanced
Indebtedness is repaid in full and the notes evidencing such Indebtedness are
fully redeemed.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks, non-banks and non-broker lenders for the purpose
of purchasing or carrying margin stocks applicable to member banks of the
Federal Reserve System.

         "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

         "Reimbursement Obligations" means, at any time, the aggregate of all
obligations of the Borrower then outstanding under Section 2.20 to reimburse the
LC Issuer for amounts paid by the LC Issuer in respect of any one or more
drawings under Facility LCs.

         "Rentals" of a Person means the aggregate fixed amounts payable
(excluding taxes, insurance premiums and expenses for repairs or maintenance) by
such Person under any Operating Lease.

         "Rentals Maximum Amount" means (i) $47,500,000 during the Borrower's
2004 fiscal year, (ii) $50,000,000 during the Borrower's 2005 fiscal year, (iii)
$52,500,000 during the Borrower's 2006 fiscal year and (iv) $55,000,000 during
each fiscal year thereafter.

         "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan
subject to Title IV of ERISA, excluding, however, such events as to which the
PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that
it be notified within 30 days of the occurrence of such event, provided,
however, that a failure to meet the minimum funding standard of Section 412 of
the Code and of Section 302 of ERISA shall be a Reportable Event regardless of
the issuance of any such waiver of the notice requirement in accordance with
either Section 4043(a) of ERISA or Section 412(d) of the Code.

         "Reports" is defined in Section 9.6.

         "Required Lenders" means any of three (3) or more Lenders in the
aggregate having more than 50% of the sum of the Aggregate Revolving Loan
Commitment and the Aggregate Term Loan Commitment (or, if all of the Revolving
Loan Commitments and Term Loan

                                       20
<PAGE>

Commitments are terminated pursuant to the terms of this Agreement, the
Aggregate Outstanding Revolving Credit Exposure and aggregate outstanding
principal amount of Term Loans at such time).

         "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on
"Eurocurrency liabilities" (as defined in Regulation D).

         "Restricted Payment" means (i) any dividend or other distribution,
direct or indirect, on account of any equity interests of the Borrower now or
hereafter outstanding, except a dividend payable solely in the Borrower's
capital stock (other than Disqualified Stock) or in options, warrants or other
rights to purchase such capital stock, (ii) any redemption, retirement, purchase
or other acquisition for value, direct or indirect, of any equity interests of
the Borrower or any of its Subsidiaries now or hereafter outstanding, other than
in exchange for, or out of the proceeds of, the substantially concurrent sale
(other than to a Subsidiary of the Borrower) of other equity interests of the
Borrower (other than Disqualified Stock), and (iii) any redemption, purchase,
retirement, defeasance, prepayment or other acquisition for value, direct or
indirect, of any of the Convertible Subordinated Notes (other than at a
discount) or the Senior Unsecured Notes prior to the stated maturity thereof.

         "Revolving Loan" means, with respect to a Lender, such Lender's loan
made pursuant to its commitment to lend set forth in Section 2.1.1 (and any
conversion or continuation thereof).

         "Revolving Loan Commitment" means, for each Lender, including without
limitation, each LC Issuer, such Lender's obligation to make Revolving Loans to,
and participate in Facility LCs issued upon the application of, the Borrower in
an aggregate amount not exceeding the amount set forth for such Lender on the
Commitment Schedule or in any Assignment Agreement delivered pursuant to Section
12.3, as such amount may be modified from time to time pursuant to the terms
hereof.

         "Revolving Loan Pro Rata Share" means, with respect to any Lender, the
percentage obtained by dividing (i) such Lender's Revolving Loan Commitment at
such time by (ii) the Aggregate Revolving Loan Commitment at such time;
provided, however, if all of the Revolving Loan Commitments are terminated
pursuant to the terms of this Agreement, then "Revolving Loan Pro Rata Share"
means the percentage obtained by dividing (a) such Lender's Outstanding
Revolving Credit Exposure at such time by (b) the Aggregate Outstanding
Revolving Credit Exposure at such time.

         "Revolving Loan Termination Date" means the earlier of (a) January 15,
2008, and (b) the date of termination in whole of the Aggregate Revolving Loan
Commitment pursuant to Section 2.2 hereof or the Revolving Loan Commitments
pursuant to Section 8.1 hereof.

         "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and any successor thereto.

         "Sale and Leaseback Transaction" means any sale or other transfer of
Property by any Person with the intent to lease such Property as lessee,
consummated after the Closing Date.

                                       21
<PAGE>

         "Schedule" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Secured Obligations" means, collectively, (i) the Obligations and (ii)
all Rate Management Obligations owing in connection with Rate Management
Transactions to any Lender or any affiliate of any Lender.

         "Senior Unsecured Notes" means those certain 10 5/8% Senior Unsecured
Notes issued by the Borrower pursuant to and in connection with the Senior
Unsecured Note Documents.

         "Senior Unsecured Note Documents" means the Indenture dated November
15, 2001, as amended through the date hereof, among the Borrower, the guarantors
named therein, and Wells Fargo Bank Minnesota, National Association, successor
to National City Bank, and the Senior Unsecured Notes.

         "Single Employer Plan" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

         "Subordinated Notes" means the Senior Unsecured Notes and the
Convertible Subordinated Notes.

         "Subordinated Note Documents" means the Senior Unsecured Note Documents
and the Convertible Subordinated Note Documents.

         "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Borrower.

         "Substantial Portion" means, with respect to the Property of the
Borrower and its Subsidiaries, Property which represents more than 5% of the
consolidated tangible assets of the Borrower and its Subsidiaries or Property
which is responsible for more than 5% of the consolidated net revenues of the
Borrower and its Subsidiaries, in each case, as would be shown in the
consolidated financial statements of the Borrower and its Subsidiaries as at the
beginning of the twelve-month period ending with the month in which such
determination is made (or if financial statements have not been delivered
hereunder for that month which begins the twelve-month period, then the
financial statements delivered hereunder for the quarter ending immediately
prior to that month).

         "Swing Line Borrowing Notice" is defined in Section 2.4.2.

                                       22
<PAGE>

         "Swing Line Commitment" means the obligation of the Swing Line Lender
to make Swing Line Loans up to a maximum principal amount of $5,000,000 at any
one time outstanding.

         "Swing Line Lender" means Bank One.

         "Swing Line Loan" means a Loan made available to the Borrower by the
Swing Line Lender pursuant to Section 2.4.

         "Syndication Agents" means each of Merrill Lynch Capital and National
City Bank of Kentucky in its capacity as syndication agent for the credit
transaction evidenced by this Agreement.

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

         "Term Loan" and "Term Loans" are defined in Section 2.1.2.

         "Term Loan Commitment" means, as to each Lender, its obligation to make
Term Loans to the Borrower pursuant to Section 2.1.2 in an aggregate principal
amount set forth for such Lender on the Commitment Schedule.

         "Transferee" is defined in Section 12.4.

         "Transitional Letters of Credit" is defined in Section 2.20.1.

         "Transitional Letters of Credit Documents" means the letter of credit
applications and reimbursement agreements, in each case as amended from time to
time, entered into by the Borrower or any Subsidiary in connection with the
Transitional Letters of Credit.

         "Term Loan Maturity Date" means the earlier of (i) January 15, 2008 and
(ii) the Revolving Loan Termination Date.

         "Term Loan Pro Rata Share" means, with respect to any Lender, the
percentage obtained by dividing (a) such Lender's Term Loans at such time by (b)
the aggregate amount of all of the Term Loans at such time.

         "Type" means, with respect to any Advance, its nature as a Floating
Rate Advance or a Eurodollar Advance and with respect to any Loan, its nature as
a Floating Rate Loan or a Eurodollar Loan.

         "UCC" means the Uniform Commercial Code as in effect from time to time
in the Commonwealth of Kentucky.

         "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under each Single Employer
Plan subject to Title IV of ERISA exceeds the fair market value of all such
Plan's assets allocable to such benefits, all

                                       23
<PAGE>

determined as of the then most recent valuation date for such Plan for which a
valuation report is available, using actuarial assumptions for funding purposes
as set forth in such report.

         "Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default, which has not been
waived in writing by, or on behalf of, the Required Lenders.

         "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

         1.2.     Plural Forms. The foregoing definitions shall be equally
applicable to both the singular and plural forms of the defined terms.

                                   ARTICLE II

                                   THE CREDITS

         2.1.     Revolving Loan Commitments and Term Loan Commitments.

                  2.1.1 Revolving Loans. From and including the Closing Date and
         prior to the Revolving Loan Termination Date, upon the satisfaction of
         the conditions precedent set forth in Section 4.1 and 4.2, as
         applicable, each Lender severally and not jointly agrees, on the terms
         and conditions set forth in this Agreement, to (i) make Revolving Loans
         to the Borrower from time to time and (ii) participate in Facility LCs
         issued upon the request of the Borrower, in each case in an amount not
         to exceed in the aggregate at any one time outstanding of its Revolving
         Loan Pro Rata Share of the Available Aggregate Revolving Loan
         Commitment; provided that at no time shall the Aggregate Outstanding
         Revolving Credit Exposure hereunder exceed the Adjusted Available
         Aggregate Revolving Loan Commitment. Subject to the terms of this
         Agreement, the Borrower may borrow, repay and reborrow Revolving Loans
         at any time prior to the Revolving Loan Termination Date. The
         commitment of each Lender to lend hereunder shall automatically expire
         on the Revolving Loan Termination Date. The LC Issuer will issue
         Facility LCs hereunder on the terms and conditions set forth in Section
         2.20.

                  2.1.2 Term Loans. Each Lender severally and not jointly agrees
         to make term loans, in Dollars and in no more than three (3) Advances,
         to the Borrower on the Closing Date and, subject to the terms and
         conditions hereof, thereafter in an aggregate amount equal to such
         Lender's Term Loan Commitment (each such loan being referred to herein
         individually as a "Term Loan" and collectively as the "Term Loans");
         provided that (i) the initial Term Loans made hereunder shall not
         exceed an aggregate principal amount of $22,000,000 and may only be
         used to redeem in full the Borrower's 6% Convertible Subordinated
         Notes, to repay in full the Indebtedness thereunder and to pay costs
         and expenses incurred by the Borrower in connection therewith, (ii) not
         more than an

                                       24
<PAGE>

                  additional $6,500,000 in aggregate principal amount of Term
                  Loans may be made to the Borrower during the period commencing
                  on the Closing Date and ending on March 15, 2005 so long as
                  the proceeds of such Term Loans are used solely to redeem (but
                  not in any event pursuant to a notice to redeem all of the
                  Convertible Subordinated Notes prior to March 15, 2005)
                  certain of the Convertible Subordinated Notes, to repay a
                  portion of the Indebtedness thereunder and to pay costs and
                  expenses incurred by the Borrower in connection therewith and
                  (iii) not more than an additional $6,500,000 in aggregate
                  principal amount of Term Loans may be made to the Borrower
                  during the period commencing on January 1, 2005 and ending on
                  March 15, 2005 so long as the proceeds of such Term Loans are
                  used solely to redeem (but not in any event pursuant to a
                  notice to redeem all of the Convertible Subordinated Notes
                  prior to March 15, 2005) certain of the Convertible
                  Subordinated Notes, to repay a portion of the Indebtedness
                  thereunder and to pay costs and expenses incurred by the
                  Borrower in connection therewith. The unpaid principal balance
                  of the Term Loans shall be repaid in sixteen (16) consecutive
                  quarterly principal installments, payable on or before the
                  last Business Day of each fiscal quarter of the Borrower,
                  commencing on March 31, 2004, and continuing thereafter until
                  the Term Loan Maturity Date, and the Term Loans shall be
                  permanently reduced by the amount of each installment on the
                  date payment thereof is made hereunder. Each such installment
                  shall be in an amount equal to $875,000; provided that,
                  notwithstanding the foregoing, the final installment on the
                  Term Loan Maturity Date shall be in the amount of the then
                  outstanding principal balance of the Term Loans. In addition,
                  notwithstanding the immediately preceding sentence, the then
                  outstanding principal balance of the Term Loans, if any, shall
                  be due and payable on the Term Loan Maturity Date. No
                  installment of any Term Loan shall be reborrowed once repaid
                  and the principal amount of each Term Loan shall permanently
                  reduce by such amount the Term Loan Commitment of each Lender
                  and the Aggregate Term Loan Commitment. In addition to the
                  scheduled payments on the Term Loans, the Borrower (a) may
                  make the voluntary prepayments described in Section 2.7 for
                  credit against the scheduled payments on the Term Loans
                  pursuant to Section 2.7 and (b) shall make the mandatory
                  prepayments prescribed in Section 2.2 for credit against the
                  scheduled payments on the Term Loans pursuant to Section 2.2.
                  Each Lender's Term Loan Commitment and the Aggregate Term Loan
                  Commitment shall be zero after March 15, 2005.

                  2.2. Required Payments; Termination. (a) Any outstanding
         Revolving Loans shall be paid in full by the Borrower on the Revolving
         Loan Termination Date, any outstanding Term Loans shall be paid in full
         by the Borrower on the Term Loan Maturity Date, and all other unpaid
         Secured Obligations shall be paid in full by the Borrower on the later
         of the Revolving Loan Termination Date and the Term Loan Maturity Date.
         In addition, if at any time the Aggregate Outstanding Revolving Credit
         Exposure hereunder exceeds the Adjusted Available Aggregate Revolving
         Loan Commitment, the Borrower shall immediately (i) repay outstanding
         Revolving Loans and (ii) upon repayment in full of the Revolving Loans,
         cash collateralize the outstanding LC Obligations by depositing funds
         in the Facility LC Collateral Account, in an aggregate amount equal to
         such excess. Notwithstanding the termination of the Revolving Loan
         Commitments under this Agreement on the Revolving Loan Termination
         Date, until all of the Obligations (other than contingent indemnity
         obligations) shall have been fully paid and satisfied and all financing
         arrangements among the Borrower and the Lenders hereunder and under the

                                       25
<PAGE>

         other Loan Documents shall have been terminated, all of the rights and
         remedies under this Agreement and the other Loan Documents shall
         survive.

                  (b)      Asset Sales and Casualty Events. Upon (1) the
consummation of any Asset Sale (other than sales permitted under Sections
6.12.1, 6.12.2, 6.12.3, or, solely with respect to real Property which is not a
Mortgaged Property, 6.12.4) by the Borrower or any Subsidiary or (2) the
Borrower or any Subsidiary suffering an Event of Loss, in each case within ten
(10) Business Days after the Borrower's or any of its Subsidiaries' receipt of
any Net Cash Proceeds (or conversion to cash of non-cash proceeds (whether
principal or interest and including securities, release of escrow arrangements))
received from any such Asset Sale or Event of Loss, the Borrower shall make a
mandatory prepayment of the Term Loans, subject to the provisions governing the
application of payments set forth in Section 2.2(d), in an amount equal to one
hundred percent (100%) of such Net Cash Proceeds. Notwithstanding the foregoing,
Net Cash Proceeds of Asset Sales or Events of Loss, (i) with respect to which
the Borrower shall have given the Administrative Agent written notice of its
intention to repair or replace the Property subject to any such Asset Sale or
Event of Loss or invest such Net Cash Proceeds in the purchase of assets (other
than securities, unless those securities represent equity interests in an entity
that becomes a Guarantor) to be used by one or more of the Borrower or the
Guarantors in their businesses within one year following such Event of Loss, or
(ii) if not so utilized to repair or replace or to invest if such Net Cash
Proceeds do not exceed $2,000,000 in the aggregate, shall not be subject to the
provisions of the first sentence of this Section 2.2(b) unless and to the extent
that such applicable period shall have expired without such repair or
replacement having been made.

                  (c)      Financings. Upon the consummation of any Financing by
the Borrower or any Subsidiary of the Borrower, within three (3) Business Days
after the Borrower's or any of its Subsidiaries' receipt of any Net Cash
Proceeds, the Borrower shall make a mandatory prepayment of the Term Loans,
subject to the provisions governing the application of payments set forth in
Section 2.2(d), in an amount equal to one hundred percent (100%) of such Net
Cash Proceeds.

                  (d)      Application of Designated Prepayments. Each mandatory
prepayment required by clauses (b) and (c) of this Section 2.2 shall be referred
to herein as a "Designated Prepayment." Designated Prepayments shall be applied
to repay the Term Loans in the inverse order of maturity. Designated Prepayments
of Term Loans shall first be applied to Floating Rate Loans and to any
Eurodollar Rate Loans maturing on such date and then to subsequently maturing
Eurodollar Rate Loans in order of maturity. Notwithstanding the foregoing, so
long as no Default has occurred and is then continuing and at the Company's
option, the Administrative Agent shall hold all Designated Prepayments to be
applied to Eurodollar Rate Loans in escrow for the benefit of the Lenders and
shall release such amounts upon the expiration of the Interest Periods
applicable to any such Eurodollar Rate Loans being prepaid (it being understood
and agreed that interest shall continue to accrue on the Obligations until such
time as such prepayments are released from escrow and applied to reduce the
Obligations).

         2.3.     Ratable Loans; Types of Advances. (a) Each Advance hereunder
(other than a Swing Line Loan) shall consist of Loans made from the several
Lenders ratably in proportion to

                                       26
<PAGE>

the ratio that their respective Revolving Loan Pro Rata Share or Term Loan Pro
Rata Share, as applicable.

                  (b)      The Advances may be Floating Rate Advances or
Eurodollar Advances, or a combination thereof, selected by the Borrower in
accordance with Sections 2.8 and 2.9, or Swing Line Loans selected by the
Borrower in accordance with Section 2.4.

         2.4.     Swing Line Loans.

                  2.4.1    Amount of Swing Line Loans. Upon the satisfaction of
         the conditions precedent set forth in Section 4.2 and, if such Swing
         Line Loan is to be made on the date of the initial Credit Extension
         hereunder, the satisfaction of the conditions precedent set forth in
         Section 4.1 as well, from and including the date of this Agreement and
         prior to the Revolving Loan Termination Date, the Swing Line Lender
         agrees, on the terms and conditions set forth in this Agreement, to
         make Swing Line Loans to the Borrower from time to time in an aggregate
         principal amount not to exceed the Swing Line Commitment, provided that
         the Aggregate Outstanding Revolving Credit Exposure shall not at any
         time exceed the Adjusted Available Aggregate Revolving Loan Commitment,
         and provided further that at no time shall the sum of (i) the Swing
         Line Lender's Pro Rata Share of the Swing Line Loans then outstanding,
         plus (ii) the outstanding Revolving Loans made by the Swing Line Lender
         pursuant to Section 2.1 (including its participation in any Facility
         LCs), exceed the Swing Line Lender's Revolving Loan Commitment at such
         time. Subject to the terms of this Agreement, the Borrower may borrow,
         repay and reborrow Swing Line Loans at any time prior to the Revolving
         Loan Termination Date.

                  2.4.2    Borrowing Notice. The Borrower shall deliver to the
         Administrative Agent and the Swing Line Lender irrevocable notice (a
         "Swing Line Borrowing Notice") not later than 12:00 noon (Louisville,
         Kentucky time) on the Borrowing Date of each Swing Line Loan,
         specifying (i) the applicable Borrowing Date (which date shall be a
         Business Day), and (ii) the aggregate amount of the requested Swing
         Line Loan which shall be an amount not less than $100,000. The Swing
         Line Loans shall bear interest at the Floating Rate or at such other
         rate as is agreed upon by the Borrower and the Swing Line Lender.

                  2.4.3    Making of Swing Line Loans. Promptly after receipt of
         a Swing Line Borrowing Notice, the Administrative Agent shall notify
         each Lender by fax or other similar form of transmission, of the
         requested Swing Line Loan. Not later than 2:00 p.m. (Louisville,
         Kentucky time) on the applicable Borrowing Date, the Swing Line Lender
         shall make available the Swing Line Loan, in funds immediately
         available in Chicago, to the Administrative Agent at its address
         specified pursuant to Article XIII. The Administrative Agent will
         promptly make the funds so received from the Swing Line Lender
         available to the Borrower on the Borrowing Date at the Administrative
         Agent's aforesaid address.

                  2.4.4    Repayment of Swing Line Loans. Each Swing Line Loan
         shall be paid in full by the Borrower on or before the fifth (5th)
         Business Day after the Borrowing Date for such Swing Line Loan. In
         addition, the Swing Line Lender (i) may at any time in its sole
         discretion with respect to any outstanding Swing Line Loan, or (ii)
         shall, on the fifth

                                       27
<PAGE>

         (5th) Business Day after the Borrowing Date of any Swing Line Loan,
         require each Lender (including the Swing Line Lender) to make a
         Revolving Loan in the amount of such Lender's Pro Rata Share of such
         Swing Line Loan (including, without limitation, any interest accrued
         and unpaid thereon), for the purpose of repaying such Swing Line Loan.
         Not later than 1:00 p.m. (Louisville, Kentucky time) on the date of any
         notice received pursuant to this Section 2.4.4, each Lender shall make
         available its required Revolving Loan, in funds immediately available
         in Chicago to the Administrative Agent at its address specified
         pursuant to Article XIII. Revolving Loans made pursuant to this Section
         2.4.4 shall initially be Floating Rate Loans and thereafter may be
         continued as Floating Rate Loans or converted into Eurodollar Loans in
         the manner provided in Section 2.9 and subject to the other conditions
         and limitations set forth in Article II. Unless a Lender shall have
         notified the Swing Line Lender, prior to its making any Swing Line
         Loan, that any applicable condition precedent set forth in Sections 4.1
         or 4.2 had not been satisfied, such Lender's obligation to make
         Revolving Loans pursuant to this Section 2.4.4 to repay Swing Line
         Loans shall be unconditional, continuing, irrevocable and absolute and
         shall not be affected by any circumstances, including, without
         limitation, (a) any set-off, counterclaim, recoupment, defense or other
         right which such Lender may have against the Swing Line Lender or any
         other Person, (b) the occurrence or continuance of a Default or
         Unmatured Default, (c) any adverse change in the condition (financial
         or otherwise) of the Borrower, or (d) any other circumstances,
         happening or event whatsoever. In the event that any Lender fails to
         make payment to the Administrative Agent of any amount due under this
         Section 2.4.4, the Administrative Agent shall be entitled to receive,
         retain and apply against such obligation the principal and interest
         otherwise payable to such Lender hereunder until the Administrative
         Agent receives such payment from such Lender or such obligation is
         otherwise fully satisfied. In addition to the foregoing, if for any
         reason any Lender fails to make payment to the Administrative Agent of
         any amount due under this Section 2.4.4, such Lender shall be deemed,
         at the option of the Administrative Agent, to have unconditionally and
         irrevocably purchased from the Swing Line Lender, without recourse or
         warranty, an undivided interest and participation in the applicable
         Swing Line Loan in the amount of such Revolving Loan, and such interest
         and participation may be recovered from such Lender together with
         interest thereon at the Federal Funds Effective Rate for each day
         during the period commencing on the date of demand and ending on the
         date such amount is received. On the Revolving Loan Termination Date,
         the Borrower shall repay in full the outstanding principal balance of
         the Swing Line Loans.

         2.5.     Commitment Fee; Aggregate Revolving Loan Commitment.

                  2.5.1    Commitment Fee. The Borrower shall pay to the
         Administrative Agent, for the account of the Lenders in accordance with
         their Pro Rata Shares, from and after the Closing Date until the date
         on which the Aggregate Revolving Loan Commitment shall be terminated in
         whole, a commitment fee (the "Commitment Fee") accruing at the rate of
         the then Applicable Fee Rate on the sum of (i) the Available Aggregate
         Revolving Loan Commitment in effect from time to time (excluding from
         the calculation thereof, the Swing Line Loans) and (ii) the Available
         Aggregate Term Loan Commitment. All such Commitment Fees payable
         hereunder shall be payable quarterly in arrears on each Payment Date.

                                       28
<PAGE>

                  2.5.2    Reductions in Aggregate Revolving Loan Commitment.
         The Borrower may permanently reduce the Aggregate Revolving Loan
         Commitment in whole, or in part, ratably among the Lenders in the
         minimum amount of $5,000,000 (and in multiples of $1,000,000 in excess
         thereof), upon at least three (3) Business Days' written notice to the
         Administrative Agent, which notice shall specify the amount of any such
         reduction, provided, however, that the amount of the Aggregate
         Revolving Loan Commitment may not be reduced below the Aggregate
         Outstanding Revolving Credit Exposure. All accrued Commitment Fees
         shall be payable on the effective date of any termination of the
         obligations of the Lenders to make Credit Extensions hereunder and on
         the final date upon which all Loans are repaid.

         2.6.     Minimum Amount of Each Advance. Each Eurodollar Advance shall
be in the minimum amount of $2,000,000 (and in multiples of $500,000 if in
excess thereof), and each Floating Rate Advance (other than an Advance to repay
Swing Line Loans) shall be in the minimum amount of $1,000,000 (and in multiples
of $250,000 if in excess thereof), provided, however, that any Floating Rate
Advance may be in the amount of the Adjusted Available Aggregate Revolving Loan
Commitment.

         2.7.     Optional Principal Payments. The Borrower may from time to
time pay, without penalty or premium, all outstanding Floating Rate Advances
(other than Swing Line Loans), or any portion of the outstanding Floating Rate
Advances (other than Swing Line Loans), in a minimum aggregate amount of
$500,000 or any integral multiple of $100,000 in excess thereof, with notice to
the Administrative Agent by 11:00 a.m. (Louisville, Kentucky time) on the date
of repayment. The Borrower may at any time pay, without penalty or premium, all
outstanding Swing Line Loans, or, in a minimum amount of $100,000 and increments
of $50,000 in excess thereof, any portion of the outstanding Swing Line Loans,
with notice to the Administrative Agent and the Swing Line Lender by 11:00 a.m.
(Louisville, Kentucky time) on the date of repayment. The Borrower may from time
to time pay, subject to the payment of any funding indemnification amounts
required by Section 3.4 but without penalty or premium, all outstanding
Eurodollar Advances, or, in a minimum aggregate amount of $1,000,000 or any
integral multiple of $500,000 in excess thereof, any portion of the outstanding
Eurodollar Advances upon three (3) Business Days' prior notice to the
Administrative Agent.

         2.8.     Method of Selecting Types and Interest Periods for New
Advances. The Borrower shall select the Type of Advance and, in the case of each
Eurodollar Advance, the Interest Period applicable thereto from time to time;
provided that there shall be no more than 8 Interest Periods in effect with
respect to all of the Loans at any time, unless such limit has been waived by
the Administrative Agent in its sole discretion. The Borrower shall give the
Administrative Agent irrevocable notice (a "Borrowing Notice") not later than
10:00 a.m. (Louisville, Kentucky time) at least one Business Day before the
Borrowing Date of each Floating Rate Advance (other than a Swing Line Loan) and
three Business Days before the Borrowing Date for each Eurodollar Advance,
specifying:

         (i)      the Borrowing Date, which shall be a Business Day, of such
                  Advance,

         (ii)     the aggregate amount of such Advance,

                                       29
<PAGE>

         (iii)    the Type of Advance selected, and

         (iv)     in the case of each Eurodollar Advance, the Interest Period
                  applicable thereto.

Not later than 1:00 p.m. (Louisville, Kentucky time) on each Borrowing Date,
each Lender shall make available its Loan or Loans in Federal or other funds
immediately available in Chicago to the Administrative Agent at its address
specified pursuant to Article XIII. The Administrative Agent will promptly make
the funds so received from the Lenders available to the Borrower at the
Administrative Agent's aforesaid address.

         2.9.     Conversion and Continuation of Outstanding Advances; No
Conversion or Continuation of Eurodollar Advances After Default. Floating Rate
Advances (other than Swing Line Advances) shall continue as Floating Rate
Advances unless and until such Floating Rate Advances are converted into
Eurodollar Advances pursuant to this Section 2.9 or are repaid in accordance
with Section 2.7. Each Eurodollar Advance shall continue as a Eurodollar Advance
until the end of the then applicable Interest Period therefor, at which time
such Eurodollar Advance shall be automatically converted into a Floating Rate
Advance unless (x) such Eurodollar Advance is or was repaid in accordance with
Section 2.7 or (y) the Borrower shall have given the Administrative Agent a
Conversion/Continuation Notice (as defined below) requesting that, at the end of
such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance
for the same or another Interest Period. Subject to the terms of Section 2.6,
the Borrower may elect from time to time to convert all or any part of an
Advance of any Type (other than a Swing Line Advance) into any other Type or
Types of Advances; provided that any conversion of any Eurodollar Advance shall
be made on, and only on, the last day of the Interest Period applicable thereto.
Notwithstanding anything to the contrary contained in this Section 2.9, during
the continuance of a Default or an Unmatured Default, the Administrative Agent
may (or shall at the direction of the Required Lenders), by notice to the
Borrower, declare that no Advance may be made, converted or continued as a
Eurodollar Advance. The Borrower shall give the Administrative Agent irrevocable
notice (a "Conversion/Continuation Notice") of each conversion of an Advance or
continuation of a Eurodollar Advance not later than 10:00 a.m. (Louisville,
Kentucky time) at least one (1) Business Day, in the case of a conversion into a
Floating Rate Advance, or three (3) Business Days, in the case of a conversion
into or continuation of a Eurodollar Advance, prior to the date of the requested
conversion or continuation, specifying:

         (i)      the requested date, which shall be a Business Day, of such
                  conversion or continuation,

         (ii)     the aggregate amount and Type of the Advance which is to be
                  converted or continued, and

         (iii)    the amount of such Advance which is to be converted into or
                  continued as a Eurodollar Advance and the duration of the
                  Interest Period applicable thereto.

         2.10.    Changes in Interest Rate, etc. Each Floating Rate Advance
(other than a Swing Line Advance) shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Advance
is made or is automatically converted from a Eurodollar

                                       30
<PAGE>

Advance into a Floating Rate Advance pursuant to Section 2.9, to but excluding
the date it is paid or is converted into a Eurodollar Advance pursuant to
Section 2.9 hereof, at a rate per annum equal to the Floating Rate for such day.
Each Swing Line Loan shall bear interest on the outstanding principal amount
thereof, for each day from and including the day such Swing Line Loan is made to
but excluding the date it is fully paid at a rate per annum equal to the
Floating Rate for such day. Changes in the rate of interest on that portion of
any Advance maintained as a Floating Rate Advance will take effect
simultaneously with each change in the Alternate Base Rate. Each Eurodollar
Advance shall bear interest on the outstanding principal amount thereof from and
including the first day of the Interest Period applicable thereto to (but not
including) the last day of such Interest Period at the interest rate determined
by the Administrative Agent as applicable to such Eurodollar Advance based upon
the Borrower's selections under Sections 2.8 and 2.9 and otherwise in accordance
with the terms hereof. No Interest Period in respect of any Revolving Loan may
end after the Revolving Loan Termination Date. No Interest Period in respect of
any Term Loan may end after the Term Loan Maturity Date.

         2.11.    Rates Applicable After Default. During the continuance of a
Default (including the Borrower's failure to pay any Loan at maturity) the
Required Lenders may, at their option, by notice to the Borrower (which notice
may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 8.2 requiring unanimous consent of the Lenders to changes
in interest rates), declare that (i) each Eurodollar Advance shall bear interest
for the remainder of the applicable Interest Period at the rate otherwise
applicable to such Interest Period plus 2% per annum, (ii) each Floating Rate
Advance shall bear interest at a rate per annum equal to the Floating Rate in
effect from time to time plus 2% per annum, and (iii) the LC Fee shall be
increased by 2% per annum; provided that, during the continuance of a Default
under Section 7.6 or 7.7, the interest rates set forth in clauses (i) and (ii)
above and the increase in the LC Fee set forth in clause (iii) above shall be
applicable to all Credit Extensions, Advances, fees and other Obligations
hereunder without any election or action on the part of the Administrative Agent
or any Lender.

         2.12.    Method of Payment. All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Administrative Agent at the Administrative Agent's
address specified pursuant to Article XIII, or at any other Lending Installation
of the Administrative Agent specified in writing by the Administrative Agent to
the Borrower, by 12:00 noon (Louisville, Kentucky time) on the date when due and
shall (except with respect to repayments of Swing Line Loans, and except in the
case of Reimbursement Obligations for which the LC Issuer has not been fully
indemnified by the Lenders, or as otherwise specifically required hereunder) be
applied ratably by the Administrative Agent among the Lenders. Each payment
delivered to the Administrative Agent for the account of any Lender shall be
delivered promptly by the Administrative Agent to such Lender in the same type
of funds that the Administrative Agent received at its address specified
pursuant to Article XIII or at any Lending Installation specified in a notice
received by the Administrative Agent from such Lender. The Administrative Agent
is hereby authorized to charge the account of the Borrower maintained with Bank
One for each payment of the Obligations as it becomes due hereunder. Each
reference to the Administrative Agent in this Section 2.12 shall also be deemed
to refer, and shall apply equally, to the LC Issuer in the case of payments
required to be made by the Borrower to the LC Issuer pursuant to Section 2.20.6.

                                       31
<PAGE>

         2.13.    Noteless Agreement; Evidence of Indebtedness.

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

         (ii)     The Administrative Agent shall also maintain accounts in which
                  it will record (a) the date and the amount of each Loan made
                  hereunder, the Type thereof and the Interest Period (in the
                  case of a Eurodollar Advance) with respect thereto, (b) the
                  amount of any principal or interest due and payable or to
                  become due and payable from the Borrower to each Lender
                  hereunder, (c) the original stated amount of each Facility LC
                  and the amount of LC Obligations outstanding at any time, (d)
                  the effective date and amount of each Assignment Agreement
                  delivered to and accepted by it and the parties thereto
                  pursuant to Section 12.3, (e) the amount of any sum received
                  by the Administrative Agent hereunder from the Borrower and
                  each Lender's share thereof, and (f) all other appropriate
                  debits and credits as provided in this Agreement, including,
                  without limitation, all fees, charges, expenses and interest.

         (iii)    The entries maintained in the accounts maintained pursuant to
                  paragraphs (i) and (ii) above shall be prima facie evidence of
                  the existence and amounts of the Obligations therein recorded;
                  provided, however, that the failure of the Administrative
                  Agent or any Lender to maintain such accounts or any error
                  therein shall not in any manner affect the obligation of the
                  Borrower to repay the Obligations in accordance with their
                  terms.

         (iv)     Any Lender may request that its Term Loans, Revolving Loans
                  or, in the case of the Swing Line Lender, the Swing Line
                  Loans, be evidenced by promissory notes (the "Notes") in
                  substantially the form of Exhibit E-1 or E-2, with appropriate
                  changes for notes evidencing Swing Line Loans. In such event,
                  the Borrower shall prepare, execute and deliver to such Lender
                  such Note(s) payable to the order of such Lender. Thereafter,
                  the Loans evidenced by such Note(s) and interest thereon shall
                  at all times (prior to any assignment pursuant to Section
                  12.3) be represented by one or more Notes payable to the order
                  of the payee named therein, except to the extent that any such
                  Lender subsequently returns any such Note(s) for cancellation
                  and requests that such Loans once again be evidenced as
                  described in paragraphs (i) and (ii) above.

         2.14.    Telephonic Notices. The Borrower hereby authorizes the Lenders
and the Administrative Agent to extend, convert or continue Advances, effect
selections of Types of Advances and to transfer funds based on telephonic
notices made by any person or persons the Administrative Agent or any Lender in
good faith believes to be acting on behalf of the Borrower, it being understood
that the foregoing authorization is specifically intended to allow Borrowing
Notices and Conversion/Continuation Notices to be given telephonically. The
Borrower agrees to deliver promptly to the Administrative Agent a written
confirmation, signed

                                       32
<PAGE>

by an Authorized Officer, if such confirmation is requested by the
Administrative Agent or any Lender, of each telephonic notice. If the written
confirmation differs in any material respect from the action taken by the
Administrative Agent and the Lenders, the records of the Administrative Agent
and the Lenders shall govern absent manifest error.

         2.15.    Interest Payment Dates; Interest and Fee Basis. Interest
accrued on each Floating Rate Advance shall be payable in arrears on each
Payment Date, commencing with the first such date to occur after the Closing
Date, on any date on which the Floating Rate Advance is prepaid, whether due to
acceleration or otherwise, and at maturity. Interest accrued on that portion of
the outstanding principal amount of any Floating Rate Advance converted into a
Eurodollar Advance on a day other than a Payment Date shall be payable on the
date of conversion. Interest accrued on each Eurodollar Advance shall be payable
on the last day of its applicable Interest Period, on any date on which the
Eurodollar Advance is prepaid, whether by acceleration or otherwise, and at
maturity. Interest accrued on each Eurodollar Advance having an Interest Period
longer than three months shall also be payable on the last day of each
three-month interval during such Interest Period. Interest on Eurodollar
Advances, LC Fees and all other fees hereunder shall be calculated for actual
days elapsed on the basis of a 360-day year. Interest on Floating Rate Advances
shall be calculated for actual days elapsed on the basis of a 365/366-day year.
Interest shall be payable for the day an Advance is made but not for the day of
any payment on the amount paid if payment is received prior to 12:00 noon
(Louisville, Kentucky time) at the place of payment. If any payment of principal
of or interest on an Advance, any fees or any other amounts payable to the
Administrative Agent or any Lender hereunder shall become due on a day which is
not a Business Day, such payment shall be made on the next succeeding Business
Day and, in the case of a principal payment, such extension of time shall be
included in computing interest, fees and commissions in connection with such
payment.

         2.16.    Notification of Advances, Interest Rates, Prepayments and
Revolving Loan Commitment Reductions; Availability of Loans. Promptly after
receipt thereof, the Administrative Agent will notify each Lender of the
contents of each Aggregate Revolving Loan Commitment reduction notice, Borrowing
Notice, Swing Line Borrowing Notice, Conversion/Continuation Notice, and
repayment notice received by it hereunder. Promptly after notice from the LC
Issuer, the Administrative Agent will notify each Lender of the contents of each
request for issuance of a Facility LC hereunder. The Administrative Agent will
notify the Borrower and each Lender of the interest rate applicable to each
Eurodollar Advance promptly upon determination of such interest rate and will
give the Borrower and each Lender prompt notice of each change in the Alternate
Base Rate. Not later than 1:00 p.m. (Louisville, Kentucky time) on each
Borrowing Date, each Lender shall make available its Revolving Loan or Revolving
Loans in funds immediately available in Chicago to the Administrative Agent at
its address specified pursuant to Article XIII. The Administrative Agent will
promptly make the funds so received from the Lenders available to the Borrower
at the Administrative Agent's aforesaid address.

         2.17.    Lending Installations. Each Lender may book its Loans and its
participation in any LC Obligations and the LC Issuer may book the Facility LCs
at any Lending Installation selected by such Lender or the LC Issuer, as
applicable, and may change its Lending Installation from time to time. All terms
of this Agreement shall apply to any such Lending Installation and the Loans,
Facility LCs, participations in LC Obligations and any Notes issued hereunder
shall

                                       33
<PAGE>

be deemed held by each Lender or the LC Issuer, as applicable, for the benefit
of any such Lending Installation. Each Lender and the LC Issuer may, by written
notice to the Administrative Agent and the Borrower in accordance with Article
XIII, designate replacement or additional Lending Installations through which
Loans will be made by it or Facility LCs will be issued by it and for whose
account Loan payments or payments with respect to Facility LCs are to be made.

         2.18.    Non-Receipt of Funds by the Administrative Agent. Unless the
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the date on which it is scheduled to make payment to the Administrative
Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case
of the Borrower, a payment of principal, interest or fees to the Administrative
Agent for the account of the Lenders, that it does not intend to make such
payment, the Administrative Agent may assume that such payment has been made.
The Administrative Agent may, but shall not be obligated to, make the amount of
such payment available to the intended recipient in reliance upon such
assumption. If such Lender or the Borrower, as the case may be, has not in fact
made such payment to the Administrative Agent, the recipient of such payment
shall, on demand by the Administrative Agent, repay to the Administrative Agent
the amount so made available together with interest thereon in respect of each
day during the period commencing on the date such amount was so made available
by the Administrative Agent until the date the Administrative Agent recovers
such amount at a rate per annum equal to (x) in the case of payment by a Lender,
the Federal Funds Effective Rate for such day for the first three days and,
thereafter, the interest rate applicable to the relevant Loan or (y) in the case
of payment by the Borrower, the interest rate applicable to the relevant Loan.

         2.19.    Replacement of Lender. If the Borrower is required pursuant to
Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any
Lender's obligation to make or continue, or to convert Floating Rate Advances
into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender
so affected an "Affected Lender"), the Borrower may elect, if such amounts
continue to be charged or such suspension is still effective, to terminate or
replace the Revolving Loan Commitment, Term Loan Commitment and Loans of such
Affected Lender, provided that no Default or Unmatured Default shall have
occurred and be continuing at the time of such termination or replacement, and
provided further that, concurrently with such termination or replacement, (i) if
the Affected Lender is being replaced, another bank or other entity which is
reasonably satisfactory to the Borrower and the Administrative Agent shall
agree, as of such date, to purchase for cash the Outstanding Revolving Credit
Exposure and Term Loans of the Affected Lender pursuant to an Assignment
Agreement substantially in the form of Exhibit C and to become a Lender for all
purposes under this Agreement and to assume all obligations of the Affected
Lender to be terminated as of such date and to comply with the requirements of
Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such
Affected Lender in immediately available funds on the day of such replacement
(A) all interest, fees and other amounts then accrued but unpaid to such
Affected Lender by the Borrower hereunder to and including the date of
termination, including without limitation payments due to such Affected Lender
under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment
which would have been due to such Lender on the day of such replacement under
Section 3.4 had the Loans of such Affected Lender been prepaid on such date
rather than sold to the replacement Lender, in each case to the extent not paid
by the purchasing lender and (iii) if the Affected Lender is being terminated,
the Borrower shall pay to such Affected Lender all

                                       34
<PAGE>

Obligations due to such Affected Lender (including the amounts described in the
immediately preceding clauses (i) and (ii) plus, to the extent not paid by the
replacement Lender, the outstanding principal balance of such Affected Lender's
Credit Extensions).

         2.20.    Facility LCs.

                  2.20.1   Issuance. The LC Issuer hereby agrees, on the terms
         and conditions set forth in this Agreement, to issue standby Letters of
         Credit (each, a "Facility LC") and to renew, extend, increase, decrease
         or otherwise modify each Facility LC ("Modify," and each such action, a
         "Modification"), from time to time from and including the date of this
         Agreement and prior to the Revolving Loan Termination Date upon the
         request of the Borrower; provided that immediately after each such
         Facility LC is issued or Modified, (i) the aggregate amount of the
         outstanding LC Obligations shall not exceed $65,000,000 and (ii) the
         Aggregate Outstanding Revolving Credit Exposure shall not exceed the
         Adjusted Available Aggregate Revolving Loan Commitment. No Facility LC
         shall have an expiry date later than the earlier of (x) the fifth
         Business Day prior to the Revolving Loan Termination Date and (y) one
         year after its issuance; provided that any Facility LC with a one-year
         term may provide for the renewal thereof for additional one-year
         periods (which in no event shall extend beyond the date referred to in
         the preceding clause (x)). Schedule 2.20 contains a schedule of certain
         letters of credit issued for the account of the Borrower or certain of
         its Subsidiaries prior to the Closing Date (such letters of credit, the
         "Transitional Letters of Credit"). Subject to the satisfaction of the
         conditions contained in Sections 4.1 and 4.2 and subject to the
         covenant contained in Section 6.29, from and after the Closing Date,
         the Transitional Letters of Credit shall be deemed to be Facility LCs
         issued pursuant to this Section 2.20. The Borrower hereby agrees that
         any and all references to the Existing Credit Agreement in the
         Transitional Letters of Credit Documents shall be deemed to be
         references to this Agreement.

                  2.20.2   Participations. Upon the issuance or Modification by
         the LC Issuer of a Facility LC in accordance with this Section 2.20,
         the LC Issuer shall be deemed, without further action by any party
         hereto, to have unconditionally and irrevocably sold to each Lender,
         and each Lender shall be deemed, without further action by any party
         hereto, to have unconditionally and irrevocably purchased from the LC
         Issuer, a participation in such Facility LC (and each Modification
         thereof) and the related LC Obligations in proportion to its Revolving
         Loan Pro Rata Share.

                  2.20.3   Notice. Subject to Section 2.20.1, the Borrower shall
         give the LC Issuer notice prior to 10:00 a.m. (Louisville, Kentucky
         time) at least five Business Days prior to the proposed date of
         issuance or Modification of each Facility LC, specifying the
         beneficiary, the proposed date of issuance (or Modification) and the
         expiry date of such Facility LC, and describing the proposed terms of
         such Facility LC and the nature of the transactions proposed to be
         supported thereby. Upon receipt of such notice, the LC Issuer shall
         promptly notify the Administrative Agent, and, upon issuance only, the
         Administrative Agent shall promptly notify each Lender, of the contents
         thereof and of the amount of such Lender's participation in such
         proposed Facility LC. The issuance or Modification by the LC Issuer of
         any Facility LC shall, in addition to the conditions precedent set
         forth in Article IV (the satisfaction of which the LC Issuer shall have
         no

                                       35
<PAGE>

         duty to ascertain), be subject to the conditions precedent that such
         Facility LC shall be satisfactory to the LC Issuer and that the
         Borrower shall have executed and delivered such application agreement
         and/or such other instruments and agreements relating to such Facility
         LC as the LC Issuer shall have reasonably requested (each, a "Facility
         LC Application"). In the event of any conflict between the terms of
         this Agreement and the terms of any Facility LC Application, the terms
         of this Agreement shall control.

                  2.20.4   LC Fees. The Borrower shall pay to the Administrative
         Agent, for the account of the Lenders ratably in accordance with their
         respective Revolving Loan Pro Rata Shares, a letter of credit fee at a
         per annum rate equal to the Applicable Margin for Eurodollar Loans in
         effect from time to time on the average daily undrawn stated amount
         under such Facility LC, such fee to be payable in arrears on each
         Payment Date. The Borrower shall also pay to the LC Issuer for its own
         account (x) at the time of issuance of each Facility LC, a fronting fee
         in an amount equal to 0.125% times the face amount of such Facility LC,
         and (y) documentary and processing charges in connection with the
         issuance or Modification of and draws under Facility LCs in accordance
         with the LC Issuer's standard schedule for such charges as in effect
         from time to time. Each fee described in this Section 2.20.4 shall
         constitute an "LC Fee".

                  2.20.5   Administration; Reimbursement by Lenders. Upon
         receipt from the beneficiary of any Facility LC of any demand for
         payment under such Facility LC, the LC Issuer shall notify the
         Administrative Agent and the Administrative Agent shall promptly notify
         the Borrower and each other Lender as to the amount to be paid by the
         LC Issuer as a result of such demand and the proposed payment date (the
         "LC Payment Date"). The responsibility of the LC Issuer to the Borrower
         and each Lender shall be only to determine that the documents
         (including each demand for payment) delivered under each Facility LC in
         connection with such presentment shall be in conformity in all material
         respects with such Facility LC. The LC Issuer shall endeavor to
         exercise the same care in the issuance and administration of the
         Facility LCs as it does with respect to letters of credit in which no
         participations are granted, it being understood that in the absence of
         any gross negligence or willful misconduct by the LC Issuer, each
         Lender shall be unconditionally and irrevocably liable without regard
         to the occurrence of any Default or any condition precedent whatsoever,
         to reimburse the LC Issuer on demand for (i) such Lender's Revolving
         Loan Pro Rata Share of the amount of each payment made by the LC Issuer
         under each Facility LC to the extent such amount is not reimbursed by
         the Borrower pursuant to Section 2.20.6 below, plus (ii) interest on
         the foregoing amount to be reimbursed by ---- such Lender, for each day
         from the date of the LC Issuer's demand for such reimbursement (or, if
         such demand is made after 11:00 a.m. (Louisville, Kentucky time) on
         such date, from the next succeeding Business Day) to the date on which
         such Lender pays the amount to be reimbursed by it, at a rate of
         interest per annum equal to the Federal Funds Effective Rate for the
         first three days and, thereafter, at a rate of interest equal to the
         rate applicable to Floating Rate Advances.

                  2.20.6   Reimbursement by Borrower. The Borrower shall be
         irrevocably and unconditionally obligated to reimburse the LC Issuer on
         or before the applicable LC Payment Date for any amounts to be paid by
         the LC Issuer upon any drawing under any Facility LC, without
         presentment, demand, protest or other formalities of any kind;

                                       36
<PAGE>

         provided that neither the Borrower nor any Lender shall hereby be
         precluded from asserting any claim for direct (but not consequential)
         damages suffered by the Borrower or such Lender to the extent, but only
         to the extent, caused by (i) the willful misconduct or gross negligence
         of the LC Issuer in determining whether a request presented under any
         Facility LC issued by it complied with the terms of such Facility LC or
         (ii) the LC Issuer's failure to pay under any Facility LC issued by it
         after the presentation to it of a request strictly complying with the
         terms and conditions of such Facility LC. If the Borrower at any time
         fails to repay a Reimbursement Obligation pursuant to this Section
         2.20, the Borrower shall be deemed to have elected to borrow a
         Revolving Loan from the Lenders, as of the date of the payment by the
         LC Issuer giving rise to the Reimbursement Obligation equal in amount
         to the amount of the unpaid Reimbursement Obligation. Such Revolving
         Loan shall be made as of the date of the payment giving rise to such
         Reimbursement Obligation, automatically, without notice and without any
         requirement to satisfy the conditions precedent otherwise applicable to
         a Revolving Loan if the Borrower shall have failed to make such payment
         to the Administrative Agent for the account of the LC Issuer prior to
         such time. Such Revolving Loan shall constitute a Floating Rate Advance
         and the proceeds of such Advance shall be used to repay such
         Reimbursement Obligation. If, for any reason, the Borrower fails to
         repay a Reimbursement Obligation on the day such Reimbursement
         Obligation arises and, for any reason, the Lenders are unable to make
         or have no obligation to make a Revolving Loan, then such Reimbursement
         Obligation shall bear interest from and after such day, until paid in
         full, at the interest rate applicable to a Floating Rate Advance. The
         Borrower agrees to indemnify the LC Issuer against any loss or expense
         determined by the LC Issuer in good faith to have resulted from any
         conversion pursuant to this Section 2.20 by reason of the inability of
         the LC Issuer to convert the amount received from the Borrower or from
         the Lenders, as applicable, into an amount equal to the amount of such
         Reimbursement Obligation. The LC Issuer will pay to each Lender ratably
         in accordance with its Revolving Loan Pro Rata Share all amounts
         received by it from the Borrower for application in payment, in whole
         or in part, of the Reimbursement Obligation in respect of any Facility
         LC issued by the LC Issuer, but only to the extent such Lender has made
         payment to the LC Issuer in respect of such Facility LC pursuant to
         Section 2.20.5.

                  2.20.7   Obligations Absolute. The Borrower's obligations
         under this Section 2.20 shall be absolute and unconditional under any
         and all circumstances and irrespective of any setoff, counterclaim or
         defense to payment which the Borrower may have or have had against the
         LC Issuer, any Lender or any beneficiary of a Facility LC. The Borrower
         further agrees with the LC Issuer and the Lenders that the LC Issuer
         and the Lenders shall not be responsible for, and the Borrower's
         Reimbursement Obligation in respect of any Facility LC shall not be
         affected by, among other things, the validity or genuineness of
         documents or of any endorsements thereon, even if such documents should
         in fact prove to be in any or all respects invalid, fraudulent or
         forged, or any dispute between or among the Borrower, any of its
         Affiliates, the beneficiary of any Facility LC or any financing
         institution or other party to whom any Facility LC may be transferred
         or any claims or defenses whatsoever of the Borrower or of any of its
         Affiliates against the beneficiary of any Facility LC or any such
         transferee. The LC Issuer shall not be liable for any error, omission,
         interruption or delay in transmission, dispatch or delivery of any
         message or advice, however transmitted, in connection with any Facility
         LC. The Borrower agrees

                                       37
<PAGE>

         that any action taken or omitted by the LC Issuer or any Lender under
         or in connection with each Facility LC and the related drafts and
         documents, if done without gross negligence or willful misconduct,
         shall be binding upon the Borrower and shall not put the LC Issuer or
         any Lender under any liability to the Borrower. Nothing in this Section
         2.20.7 is intended to limit the right of the Borrower to make a claim
         against the LC Issuer for damages as contemplated by the proviso to the
         first sentence of Section 2.20.6.

                  2.20.8   Actions of LC Issuer. The LC Issuer shall be entitled
         to rely, and shall be fully protected in relying, upon any Facility LC,
         draft, writing, resolution, notice, consent, certificate, affidavit,
         letter, cablegram, telegram, telecopy, telex or teletype message,
         statement, order or other document 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, independent
         accountants and other experts selected by the LC Issuer. The LC Issuer
         shall be fully justified in failing or refusing to take any action
         under this Agreement unless it shall first have received such advice or
         concurrence of the Required Lenders as it reasonably deems appropriate
         or it shall first be indemnified to its reasonable 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.
         Notwithstanding any other provision of this Section 2.20, the LC Issuer
         shall in all cases be fully protected in acting, or in refraining from
         acting, under this Agreement in accordance with a request of the
         Required Lenders, and such request and any action taken or failure to
         act pursuant thereto shall be binding upon the Lenders and any future
         holders of a participation in any Facility LC.

                  2.20.9   Indemnification. The Borrower hereby agrees to
         indemnify and hold harmless each Lender, the LC Issuer and the
         Administrative Agent, and their respective directors, officers, agents
         and employees from and against any and all claims and damages, losses,
         liabilities, costs or expenses which such Lender, the LC Issuer or the
         Administrative Agent may incur (or which may be claimed against such
         Lender, the LC Issuer or the Administrative Agent by any Person
         whatsoever) by reason of or in connection with the issuance, execution
         and delivery or transfer of or payment or failure to pay under any
         Facility LC or any actual or proposed use of any Facility LC,
         including, without limitation, any claims, damages, losses,
         liabilities, costs or expenses which the LC Issuer may incur by reason
         of or in connection with (i) the failure of any other Lender to fulfill
         or comply with its obligations to the LC Issuer hereunder (but nothing
         herein contained shall affect any rights the Borrower may have against
         any defaulting Lender) or (ii) by reason of or on account of the LC
         Issuer issuing any Facility LC which specifies that the term
         "Beneficiary" included therein includes any successor by operation of
         law of the named Beneficiary, but which Facility LC does not require
         that any drawing by any such successor Beneficiary be accompanied by a
         copy of a legal document, satisfactory to the LC Issuer, evidencing the
         appointment of such successor Beneficiary; provided that the Borrower
         shall not be required to indemnify any Lender, the LC Issuer or the
         Administrative Agent for any claims, damages, losses, liabilities,
         costs or expenses to the extent, but only to the extent, caused by (x)
         the willful misconduct or gross negligence of the LC Issuer in
         determining whether a request presented under any Facility LC complied
         with the terms of such Facility LC or (y) the LC Issuer's failure to
         pay under any Facility LC after the presentation to it of a request
         strictly complying with

                                       38
<PAGE>

         the terms and conditions of such Facility LC. Nothing in this Section
         2.20.9 is intended to limit the obligations of the Borrower under any
         other provision of this Agreement.

                  2.20.10  Lenders' Indemnification. Each Lender shall, ratably
         in accordance with its Revolving Loan Pro Rata Share, indemnify the LC
         Issuer, its affiliates and their respective directors, officers, agents
         and employees (to the extent not reimbursed by the Borrower) against
         any cost, expense (including reasonable counsel fees and
         disbursements), claim, demand, action, loss or liability (except such
         as result from such indemnitees' gross negligence or willful misconduct
         or the LC Issuer's failure to pay under any Facility LC after the
         presentation to it of a request strictly complying with the terms and
         conditions of the Facility LC) that such indemnitees may suffer or
         incur in connection with this Section 2.20 or any action taken or
         omitted by such indemnitees hereunder.

                  2.20.11  Facility LC Collateral Account. The Borrower agrees
         that it will, upon the request of the Administrative Agent or the
         Required Lenders and until the final expiration date of any Facility LC
         and thereafter as long as any amount is payable to the LC Issuer or the
         Lenders in respect of any Facility LC, maintain a special collateral
         account pursuant to arrangements satisfactory to the Administrative
         Agent (the "Facility LC Collateral Account") at the Administrative
         Agent's office at the address specified pursuant to Article XIII, in
         the name of the Borrower but under the sole dominion and control of the
         Administrative Agent, for the benefit of the Lenders and in which the
         Borrower shall have no interest other than as set forth in Section 8.1.
         The Borrower hereby pledges, assigns and grants to the Administrative
         Agent, on behalf of and for the ratable benefit of the Lenders and the
         LC Issuer, a security interest in all of the Borrower's right, title
         and interest in and to all funds which may from time to time be on
         deposit in the Facility LC Collateral Account to secure the prompt and
         complete payment and performance of the Secured Obligations. The
         Administrative Agent will invest any funds on deposit from time to time
         in the Facility LC Collateral Account in certificates of deposit of
         Bank One having a maturity not exceeding 30 days. Nothing in this
         Section 2.20.11 shall either require the Borrower or any Guarantor to
         deposit any funds in the Facility LC Collateral Account or limit the
         right of the Administrative Agent to release any funds held in the
         Facility LC Collateral Account in each case other than as required by
         Section 2.2 or Section 8.1.

                  2.20.12  Rights as a Lender. In its capacity as a Lender, the
         LC Issuer shall have the same rights and obligations as any other
         Lender.

                                  ARTICLE III

                             YIELD PROTECTION; TAXES

         3.1.     Yield Protection. If, on or after the Closing Date, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in any such law, rule, regulation, policy, guideline or directive or in
the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or


                                       39
<PAGE>
administration thereof, or compliance by any Lender or applicable Lending
Installation or the LC Issuer with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency:

         (i)      subjects any Lender or any applicable Lending Installation or
                  the LC Issuer to any Taxes, or changes the basis of taxation
                  of payments (other than with respect to Excluded Taxes) to any
                  Lender or the LC Issuer in respect of its Revolving Loan
                  Commitments, Eurodollar Loans, Facility LCs or participations
                  therein, or

         (ii)     imposes or increases or deems applicable any reserve,
                  assessment, insurance charge, special deposit or similar
                  requirement against assets of, deposits with or for the
                  account of, or credit extended by, any Lender or any
                  applicable Lending Installation or the LC Issuer (other than
                  reserves and assessments taken into account in determining the
                  interest rate applicable to Eurodollar Advances), or

         (iii)    imposes any other condition the result of which is to increase
                  the cost to any Lender or any applicable Lending Installation
                  of making, funding or maintaining its Revolving Loan
                  Commitment or Eurodollar Loans or of issuing or participating
                  in Facility LCs, or reduces any amount receivable by any
                  Lender or any applicable Lending Installation or the LC Issuer
                  in connection with its Revolving Loan Commitment or Eurodollar
                  Loans or Facility LCs (including participations therein), or
                  requires any Lender or any applicable Lending Installation or
                  the LC Issuer to make any payment calculated by reference to
                  the amount of Revolving Loan Commitment or Eurodollar Loans or
                  Facility LCs (including participations therein) held or
                  interest or LC Fees received by it, by an amount deemed
                  material by such Lender or the LC Issuer, as applicable.

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or the LC Issuer of making or maintaining its
Eurodollar Loans or Revolving Loan Commitment or of issuing or participating in
Facility LCs, as applicable, or to reduce the return received by such Lender or
applicable Lending Installation or LC Issuer in connection with such Eurodollar
Loans or Revolving Loan Commitment, or Facility LCs (including participations
therein), then, within 15 days of demand, accompanied by the written statement
required by Section 3.6, by such Lender or LC Issuer, the Borrower shall pay
such Lender or LC Issuer such additional amount or amounts as will compensate
such Lender or LC Issuer for such increased cost or reduction in amount
received.

         3.2.     Changes in Capital Adequacy Regulations. If a Lender or LC
Issuer determines in good faith the amount of capital required or expected to be
maintained by such Lender or LC Issuer, any Lending Installation of such Lender
or LC Issuer or any corporation controlling such Lender or LC Issuer is
increased as a result of a Change, then, within 15 days of demand, accompanied
by the written statement required by Section 3.6, by such Lender or LC Issuer,
the Borrower shall pay such Lender or LC Issuer the amount necessary to
compensate for any shortfall in the rate of return on the portion of such
increased capital which such Lender or LC Issuer determines is attributable to
this Agreement, its Outstanding Revolving Credit Exposure, its Term Loans, its
Term Loan Commitment to make Term Loans, its Revolving Loan Commitment to make
Revolving Loans and issue or participate in Facility LCs, as applicable,

                                       40
<PAGE>

hereunder (after taking into account such Lender's or LC Issuer's policies as to
capital adequacy). "Change" means (i) any change after the Closing Date in the
Risk-Based Capital Guidelines or (ii) any adoption of, or change in, or change
in the interpretation or administration of any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the Closing Date which
affects the amount of capital required or expected to be maintained by any
Lender or LC Issuer or any Lending Installation or any corporation controlling
any Lender or LC Issuer. "Risk-Based Capital Guidelines" means (i) the
risk-based capital guidelines in effect in the United States on the Closing
Date, including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the
July 1988 report of the Basle Committee on Banking Regulation and Supervisory
Practices Entitled "International Convergence of Capital Measurements and
Capital Standards," including transition rules, and any amendments to such
regulations adopted prior to the Closing Date.

         3.3.     Availability of Types of Advances. If (x) any Lender
determines in good faith that maintenance of its Eurodollar Loans at a suitable
Lending Installation would violate any applicable law, rule, regulation, or
directive, whether or not having the force of law, or (y) the Required Lenders
determine in good faith that (i) deposits of a type and maturity appropriate to
match fund Eurodollar Advances are not available or (ii) the interest rate
applicable to Eurodollar Advances does not accurately reflect the cost of making
or maintaining Eurodollar Advances, or (iii) no reasonable basis exists for
determining the Eurodollar Base Rate, then the Administrative Agent shall
suspend the availability of Eurodollar Advances and require any affected
Eurodollar Advances to be repaid or converted to Floating Rate Advances on the
respective last days of the then current Interest Periods with respect to such
Revolving Loans or within such earlier period as required by law, subject to the
payment of any funding indemnification amounts required by Section 3.4.

         3.4.     Funding Indemnification. If any payment of a Eurodollar
Advance occurs on a date which is not the last day of the applicable Interest
Period, whether because of acceleration, prepayment or otherwise, or a
Eurodollar Advance is not made or continued, or a Floating Rate Advance is not
converted into a Eurodollar Advance, on the date specified by the Borrower for
any reason other than default by the Lenders, or a Eurodollar Advance is not
prepaid on the date specified by the Borrower for any reason, the Borrower will
indemnify each Lender for any loss or cost incurred by it resulting therefrom,
including, without limitation, any loss or cost in liquidating or employing
deposits acquired to fund or maintain such Eurodollar Advance.

         3.5.     Taxes.

         (i)      All payments by the Borrower to or for the account of any
                  Lender or the LC Issuer or the Administrative Agent hereunder
                  or under any Note shall be made free and clear of and without
                  deduction for any and all Taxes. If the Borrower shall be
                  required by law to deduct any Taxes from or in respect of any
                  sum payable hereunder to any Lender, LC Issuer or the
                  Administrative Agent, (a) 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 3.5) such Lender, LC Issuer or the
                  Administrative Agent (as the case may be) receives an amount
                  equal to the sum it would have received had no such

                                       41
<PAGE>

                  deductions been made, (b) the Borrower shall make such
                  deductions, (c) the Borrower shall pay the full amount
                  deducted to the relevant authority in accordance with
                  applicable law and (d) the Borrower shall furnish to the
                  Administrative Agent the original copy of a receipt evidencing
                  payment thereof or, if a receipt cannot be obtained with
                  reasonable efforts, such other evidence of payment as is
                  reasonably acceptable to the Administrative Agent, in each
                  case within 30 days after such payment is made.

         (ii)     In addition, the Borrower shall pay any present or future
                  stamp or documentary taxes and any other excise or property
                  taxes, charges or similar levies which arise from any payment
                  made hereunder or under any Note or Facility LC Application or
                  from the execution or delivery of, or otherwise with respect
                  to, this Agreement or any Note or Facility LC Application
                  ("Other Taxes").

         (iii)    The Borrower shall indemnify the Administrative Agent, the LC
                  Issuer and each Lender for the full amount of Taxes or Other
                  Taxes (including, without limitation, any Taxes or Other Taxes
                  imposed on amounts payable under this Section 3.5) paid by the
                  Administrative Agent, the LC Issuer or such Lender as a result
                  of its Revolving Loan Commitment, any Credit Extensions made
                  by it hereunder, any Facility LC issued or participated in by
                  it hereunder, or otherwise in connection with its
                  participation in this Agreement and any liability (including
                  penalties, interest and expenses) arising therefrom or with
                  respect thereto. Payments due under this indemnification shall
                  be made within 30 days of the date the Administrative Agent,
                  the LC Issuer or such Lender makes demand therefor pursuant to
                  Section 3.6.

         (iv)     Each Lender that is not incorporated under the laws of the
                  United States of America or a state thereof (each a "Non-U.S.
                  Lender") agrees that it will, not more than ten Business Days
                  after the date on which it becomes a party to this Agreement
                  (but in any event before a payment is due to it hereunder),
                  (i) deliver to each of the Borrower and the Administrative
                  Agent two duly completed copies of United States Internal
                  Revenue Service Form W-8BEN or W-8ECI, certifying in either
                  case that such Lender is entitled to receive payments under
                  this Agreement without deduction or withholding of any United
                  States federal income taxes, or (ii) in the case of a Non-U.S.
                  Lender that is fiscally transparent, deliver to the
                  Administrative Agent a United States Internal Revenue Form
                  W-8IMY together with the applicable accompanying forms, W-8 or
                  W-9, as the case may be, and certify that it is entitled to an
                  exemption from United States backup withholding tax. Each
                  Non-U.S. Lender further undertakes to deliver to each of the
                  Borrower and the Administrative Agent (x) renewals or
                  additional copies of such form (or any successor form) on or
                  before the date that such form expires or becomes obsolete,
                  and (y) after the occurrence of any event requiring a change
                  in the most recent forms so delivered by it, such additional
                  forms or amendments thereto as may be reasonably requested by
                  the Borrower or the Administrative Agent. All forms or
                  amendments described in the preceding sentence shall certify
                  that such Lender is entitled to receive payments under this
                  Agreement without deduction or withholding of any United
                  States federal income taxes, unless an

                                       42
<PAGE>

                  event (including without limitation any change in treaty, law
                  or regulation) has occurred prior to the date on which any
                  such delivery would otherwise be required which renders all
                  such forms inapplicable or which would prevent such Lender
                  from duly completing and delivering any such form or amendment
                  with respect to it and such Lender advises the Borrower and
                  the Administrative Agent that it is not capable of receiving
                  payments without any deduction or withholding of United States
                  federal income tax.

         (v)      For any period during which a Non-U.S. Lender has failed to
                  provide the Borrower with an appropriate form pursuant to
                  clause (iv) above (unless such failure is due to a change in
                  treaty, law or regulation, or any change in the interpretation
                  or administration thereof by any governmental authority,
                  occurring subsequent to the date on which a form originally
                  was required to be provided), such Non-U.S. Lender shall not
                  be entitled to indemnification under this Section 3.5 with
                  respect to Taxes imposed by the United States and clause (i)
                  of this Section 3.5 shall not be applicable to any payments by
                  the Borrower to or for the account of such Non-U.S. Lender;
                  provided that, should a Non-U.S. Lender which is otherwise
                  exempt from or subject to a reduced rate of withholding tax
                  become subject to Taxes because of its failure to deliver a
                  form required under clause (iv) above, the Borrower shall take
                  such steps as such Non-U.S. Lender shall reasonably request to
                  assist such Non-U.S. Lender to recover such Taxes.

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

         (vii)    If the U.S. Internal Revenue Service or any other governmental
                  authority of the United States or any other country or any
                  political subdivision thereof asserts a claim that the
                  Administrative Agent did not properly withhold tax from
                  amounts paid to or for the account of any Lender (because the
                  appropriate form was not delivered or properly completed,
                  because such Lender failed to notify the Administrative Agent
                  of a change in circumstances which rendered its exemption from
                  withholding ineffective, or for any other reason), such Lender
                  shall indemnify the Administrative Agent fully for all amounts
                  paid, directly or indirectly, by the Administrative Agent as
                  tax, withholding therefor, or otherwise, including penalties
                  and interest, and including taxes imposed by any jurisdiction
                  on amounts payable to the Administrative Agent under this
                  subsection, together with all costs and expenses related
                  thereto (including attorneys fees and time charges of
                  attorneys for the Administrative Agent, which attorneys may be
                  employees of the Administrative Agent). The obligations of the
                  Lenders under this Section 3.5(vii) shall survive the payment
                  of the Obligations and termination of this Agreement.

                                       43
<PAGE>

         3.6.     Lender Statements; Survival of Indemnity. Each Lender shall
deliver a written statement of such Lender to the Borrower (with a copy to the
Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4
or 3.5. Such written statement shall set forth in reasonable detail the
calculations upon which such Lender determined such amount and shall be final,
conclusive and binding on the Borrower in the absence of manifest error.
Determination of amounts payable under such Sections in connection with a
Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar
Loan through the purchase of a deposit of the type, currency and maturity
corresponding to the deposit used as a reference in determining the Eurodollar
Rate applicable to such Loan, whether in fact that is the case or not. Unless
otherwise provided herein, the amount specified in the written statement of any
Lender shall be payable on demand after receipt by the Borrower of such written
statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5
shall survive payment of the Obligations and termination of this Agreement.

         3.7.     Alternative Lending Installation. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurodollar Loans to reduce any liability of the Borrower to such
Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurodollar Advances under Section 3.3, so long as such designation is not, in
the judgment of such Lender, reasonably disadvantageous to such Lender. A
Lender's designation of an alternative Lending Installation shall not affect the
Borrower's rights under Section 2.19 to replace a Lender.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         4.1.     Initial Credit Extension. The Lenders shall not be required to
make the initial Credit Extension hereunder, which initial Credit Extension
shall occur no later than January 22, 2004, unless the following conditions
precedent have been satisfied and, if applicable, the Borrower has furnished to
the Administrative Agent with sufficient copies for the Lenders:

                  4.1.1    Copies of the articles or certificate of
         incorporation (or the equivalent thereof) of each Credit Party (except
         for those Credit Parties listed on Schedule 4.1.1), in each case,
         together with all amendments thereto, and a certificate of good
         standing, each certified by the appropriate governmental officer in its
         jurisdiction of organization, as well as any other information required
         by Section 326 of the USA Patriot Act, 31 U.S.C. Section 5318 or
         otherwise necessary for the Administrative Agent or any Lender to
         verify the identity of the Borrower as required by Section 326 of the
         USA Patriot Act, 31 U.S.C. Section 5318.

                  4.1.2    Copies, certified by the Secretary or Assistant
         Secretary (or the equivalent thereof) of each Credit Party, in each
         case, of its by-laws and of its Board of Directors' resolutions and of
         resolutions or actions of any other body authorizing the execution of
         the Loan Documents to which such Credit Party is a party.

                  4.1.3    An incumbency certificate, executed by the Secretary
         or Assistant Secretary (or the equivalent thereof) of each Credit
         Party, in each case, which shall identify by

                                       44
<PAGE>

         name and title and bear the signatures of the Authorized Officers and
         any other officers of such Credit Party authorized to sign the Loan
         Documents to which such Credit Party is party, upon which certificate
         the Administrative Agent and the Lenders shall be entitled to rely
         until informed of any change in writing by such Credit Party.

                  4.1.4    A certificate signed by the chief financial officer
         of the Borrower, stating that on the initial Credit Extension Date (a)
         no Default or Unmatured Default has occurred and is continuing, (b) all
         of the representations and warranties in Article V shall be true and
         correct in all material respects as of such date and (c) no material
         adverse change in the business, Property, condition (financial or
         otherwise), operations or results of operations or prospects of the
         Borrower or any of its Subsidiaries has occurred since December 31,
         2002.

                  4.1.5    A written opinion of the Borrower's counsel, in form
         and substance satisfactory to the Administrative Agent and addressed to
         the Lenders, in substantially the form of Exhibit A.

                  4.1.6    Any Notes requested by a Lender pursuant to Section
         2.13 payable to the order of each such requesting Lender.

                  4.1.7    Written money transfer instructions, in substantially
         the form of Exhibit D, addressed to the Administrative Agent and signed
         by an Authorized Officer, together with such other related money
         transfer authorizations as the Administrative Agent may have reasonably
         requested.

                  4.1.8    The Administrative Agent shall have determined that
         (i) there is an absence of any material adverse change or disruption in
         primary or secondary loan syndication markets, financial markets or in
         capital markets generally that would likely impair syndication of the
         Loans hereunder, and (ii) the Borrower has fully cooperated with the
         Administrative Agent's syndication efforts, including, without
         limitation, by providing the Administrative Agent with information
         regarding the Borrower's operations and prospects and such other
         information as the Administrative Agent deems necessary to successfully
         syndicate the Loans hereunder.

                  4.1.9    An initial compliance certificate, dated as of the
         Closing Date, in substantially the form of Exhibit B hereto, with such
         adjustments and amendments as are mutually acceptable to the Borrower
         and the Administrative Agent.

                  4.1.10   The Administrative Agent shall have received results
         satisfactory to the Administrative Agent of (i) all aspects of its due
         diligence investigation of the Borrower and its Subsidiaries and (ii)
         its field examiner's review of the Receivables.

                  4.1.11   The Administrative Agent shall have received the
         consolidated financial statements of the Borrower and its Subsidiaries
         for the Borrower's fiscal quarter ended September 30, 2003.

                  4.1.12   The Administrative Agent and the Lenders shall have
         received pro forma opening financial statements ("Pro Forma Opening
         Statements") giving effect to the

                                       45
<PAGE>

         Refinancing and five year financial statement projections
         ("Projections"), together with such information as the Administrative
         Agent and the Lenders may reasonably request to confirm the tax, legal,
         and business assumptions made in such Pro Forma Opening Statements and
         Projections, such Pro Forma Opening Statements and Projections
         demonstrating, in the reasonable judgment of the Administrative Agent
         and the Lenders, together with all other information then available to
         the Administrative Agent and the Lenders, that the Borrower and its
         Subsidiaries have the ability to repay their debts and satisfy the
         respective other obligations as and when due and to comply with
         Sections 6.21 through 6.25.

                  4.1.13   The Administrative Agent and the Lenders shall have
         received a certificate from the Chief Financial Officer of the Borrower
         certifying that the Borrower is solvent and will be solvent subsequent
         to incurring the Indebtedness in connection with the Refinancing
         (including the Credit Extensions), will be able to pay its debts and
         liabilities as they become due and will not be left with unreasonably
         small capital with which to engage in its businesses.

                  4.1.14   The Administrative Agent shall have received an
         initial Borrowing Base Certificate demonstrating, to the satisfaction
         of the Administrative Agent, a projected minimum amount of Adjusted
         Available Aggregate Revolving Loan Commitment minus the Aggregate
         Outstanding Revolving Credit Exposure on the Closing Date, after giving
         effect to the initial Revolving Loans and Facility LCs (including the
         Transitional Letters of Credit), of $30,000,000.

                  4.1.15   The Administrative Agent shall have received
         appraisals for real estate acceptable to the Administrative Agent.

                  4.1.16   To the extent requested by the Administrative Agent,
         an environmental review report, satisfactory in form and substance to
         the Administrative Agent, from an environmental review firm acceptable
         to the Administrative Agent, as to any environmental hazards or
         liabilities and the Borrower's plans with respect thereto.

                  4.1.17   The Administrative Agent shall have received evidence
         reasonably satisfactory to the Administrative Agent of the payment of
         all principal, interest, fees and premiums, if any, on all Indebtedness
         under the Existing Credit Agreement, and the agreement to release all
         Liens and the termination of the applicable agreements relating
         thereto, all taking effect concurrently with the effectiveness of this
         Agreement.

                  4.1.18   The Administrative Agent shall have received an
         opinion from the Borrower's outside counsel acceptable to the
         Administrative Agent that the terms of the indenture applicable to the
         Senior Unsecured Notes (i) are not in conflict with the Refinancing and
         (ii) provided that the Secured Obligations do not at any time exceed
         $135,000,000, are not in conflict with and shall not restrict the
         credit facilities hereunder and the Collateral.

                                       46
<PAGE>

                  4.1.19   The Borrower shall not have received senior secured
         ratings from S&P and Moody's which are less favorable than (i) in the
         case of ratings from S&P, B+ (Stable Outlook) and (ii) in the case of
         ratings from Moody's, Ba3 (Stable Outlook).

                  4.1.20   All legal matters shall be satisfactory to the
         Administrative Agent and the Lenders.

                  4.1.21   Such other documents as the Administrative Agent or
         its counsel may have reasonably requested, including, without
         limitation, those documents set forth in Exhibit G hereto.

         4.2.     Each Credit Extension. The Lenders shall not (except as
otherwise set forth in Section 2.4.4 with respect to Revolving Loans extended
for the purpose of repaying Swing Line Loans) be required to make any Credit
Extension unless on the applicable Credit Extension Date:

                  4.2.1    There exists no Default or Unmatured Default.

                  4.2.2    The representations and warranties contained in
         Article V are true and correct as of such Credit Extension Date except
         to the extent any such representation or warranty is stated to relate
         solely to an earlier date, in which case such representation or
         warranty shall have been true and correct on and as of such earlier
         date.

         Each Borrowing Notice or Swing Line Borrowing Notice, as the case may
be, or request for issuance of a Facility LC, with respect to each such Credit
Extension shall constitute a representation and warranty by the Borrower that
the conditions contained in Sections 4.2.1 and 4.2.2 have been satisfied. The
Administrative Agent may require a duly completed compliance certificate in
substantially the form of Exhibit B as a condition to making a Credit Extension.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to each Lender and the
Administrative Agent as of each of (i) the Closing Date, (ii) the date of the
initial Credit Extension hereunder (if different from the Closing Date) and
(iii) each date as required by Section 4.2:

         5.1.     Existence and Standing. Each of the Borrower and its
Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or
limited liability company duly and properly incorporated or organized, as the
case may be, validly existing and (to the extent such concept applies to such
entity) in good standing under the laws of its jurisdiction of incorporation or
organization and has all requisite authority to conduct its business in each
jurisdiction in which its business is conducted, except where the failure to be
in good standing could not reasonably be expected to have a Material Adverse
Effect.

         5.2.     Authorization and Validity. The Borrower has the power and
authority and legal right to execute and deliver the Loan Documents to which it
is a party and to perform its obligations thereunder. The execution and delivery
by the Borrower of the Loan Documents to which it is a party and the performance
of its obligations thereunder have been duly authorized

                                       47
<PAGE>

by proper proceedings, and the Loan Documents to which the Borrower is a party
constitute legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their terms, except as enforceability
may be limited by (i) bankruptcy, insolvency, fraudulent conveyances,
reorganization or similar laws relating to or affecting the enforcement of
creditors' rights generally; (ii) general equitable principles (whether
considered in a proceeding in equity or at law); and (iii) requirements of
reasonableness, good faith and fair dealing.

         5.3.     No Conflict; Government Consent. Neither the execution and
delivery by the Borrower or its Subsidiaries, as applicable, of the Loan
Documents to which such Person is a party, nor the consummation of the
transactions therein contemplated, nor compliance with the provisions thereof
will violate (i) any law, rule, regulation, order, writ, judgment, injunction,
decree or award binding on the Borrower or any of its Subsidiaries or (ii) the
Borrower's or any Subsidiary's articles or certificate of incorporation,
partnership agreement, certificate of partnership, articles or certificate of
organization, by-laws, or operating agreement or other management agreement, as
the case may be, or (iii) the provisions of any indenture, material instrument
or material agreement to which the Borrower or any of its Subsidiaries is a
party or is subject, or by which it, or its Property, is bound, or conflict
with, or constitute a default thereunder, or result in, or require, the creation
or imposition of any Lien (other than Liens securing the Secured Obligations)
in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms
of, any such indenture, instrument or agreement. Except for the filing of the
relevant Collateral Documents with the applicable Governmental Authorities and
except as disclosed in Section 4.9 of the Pledge and Security Agreement, no
order, consent, adjudication, approval, license, authorization, or validation
of, or filing, recording or registration with, or exemption by, or other action
in respect of any governmental or public body or authority, or any subdivision
thereof, which has not been obtained by the Borrower or any of its Subsidiaries,
is required to be obtained by the Borrower or any of its Subsidiaries in
connection with the execution and delivery of the Loan Documents, the borrowings
under this Agreement, the payment and performance by the Borrower of the
Obligations or the legality, validity, binding effect or enforceability of any
of the Loan Documents.

         5.4.     Financial Statements. The December 31, 2002 audited
consolidated financial statements of the Borrower and its Subsidiaries
heretofore delivered to the Administrative Agent and the Lenders were prepared
in accordance with generally accepted accounting principles in effect on the
date such statements were prepared and fairly present the consolidated financial
condition and operations of the Borrower and its Subsidiaries at such date and
the consolidated results of their operations for the period then ended.

         5.5.     Material Adverse Change. Since December 31, 2002, there has
been no change in the business, Property, prospects, condition (financial or
otherwise) or results of operations of the Borrower, any Guarantor, or the
Borrower and its Subsidiaries taken together, in each case which could
reasonably be expected to have a Material Adverse Effect.

         5.6.     Taxes. The Borrower and its Subsidiaries have filed all United
States federal tax returns and all other material tax returns which are required
to be filed and have paid all taxes due pursuant to said returns or pursuant to
any assessment received by the Borrower or any of its Subsidiaries, except in
respect of such taxes, if any, as are being contested in good faith and as to

                                       48
<PAGE>

which adequate reserves have been provided in accordance with Agreement
Accounting Principles and as to which no Lien exists (except as permitted by
Section 6.15.1). The United States income tax returns of the Borrower and its
Subsidiaries have been audited by the Internal Revenue Service through the 1993
fiscal year. No liens have been filed and no claims are being asserted with
respect to such taxes. The charges, accruals and reserves on the books of the
Borrower and its Subsidiaries in respect of any taxes or other governmental
charges are adequate in the aggregate.

         5.7.     Litigation and Contingent Obligations. There is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting the
Borrower or any of its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect or which seeks to prevent, enjoin or delay the making of
any Loans. Other than (i) liabilities incident to any litigation, arbitration or
proceeding disclosed in the financial statements referred to in Section 5.4 and
(ii) liabilities incident to any other litigation, arbitration proceeding or
claim, which could not reasonably be expected to be in an aggregate amount in
excess of $10,000,000, the Borrower has no material contingent obligations which
could reasonably be expected to have a Material Adverse Effect.

         5.8.     Subsidiaries. Schedule 5.8 contains an accurate list of all
Subsidiaries of the Borrower as of the date of this Agreement, setting forth
their respective jurisdictions of organization and the percentage of their
respective capital stock or other ownership interests owned by the Borrower or
other Subsidiaries. All of the issued and outstanding shares of capital stock or
other ownership interests of such Subsidiaries have been (to the extent such
concepts are relevant with respect to such ownership interests) duly authorized
and issued and are fully paid and non-assessable.

         5.9.     ERISA. The Unfunded Liabilities of all Single Employer Plans
do not in the aggregate exceed an amount that would have a Material Adverse
Effect. Neither the Borrower nor any other member of the Controlled Group has
incurred, or is reasonably expected to incur, pursuant to Section 4201 of ERISA,
any withdrawal liability to Multiemployer Plans in excess of an amount that
would have a Material Adverse Effect. Each Plan complies in all material
respects with all applicable requirements of law and regulations. No Reportable
Event has occurred with respect to any Plan. Neither the Borrower nor any other
member of the Controlled Group has withdrawn from any Multiemployer Plan within
the meaning of Title IV of ERISA or initiated steps to do so, and no steps have
been taken to reorganize or terminate, within the meaning of Title IV of ERISA,
any Multiemployer Plan.

         5.10.    Accuracy of Information. No Loan Document or written statement
furnished by the Borrower or any of its Subsidiaries to the Administrative Agent
or to any Lender in connection with the negotiation of, or compliance with, the
Loan Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

         5.11.    Regulation U. Neither the Borrower nor any of its Subsidiaries
is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose, whether immediate, incidental or ultimate
of buying or carrying margin stock (as defined in Regulation U), and after
applying the proceeds of each Credit Extension, margin stock

                                       49
<PAGE>

(as defined in Regulation U) constitutes less than 25% of the value of those
assets of the Borrower and its Subsidiaries which are subject to any limitation
on sale, pledge, or any other restriction hereunder.

         5.12.    Material Agreements. Except as disclosed on Schedule 5.12,
neither the Borrower nor any Subsidiary is a party to any agreement or
instrument or subject to any charter or other corporate restriction which could
reasonably be expected to have a Material Adverse Effect. Neither the Borrower
nor any Subsidiary is in default in the performance, observance or fulfillment
of any of the obligations, covenants or conditions contained in any agreement or
instrument to which it is a party, which default could reasonably be expected to
have a Material Adverse Effect.

         5.13.    Compliance With Laws. The Borrower and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property, except to the extent
the failure to so comply could not reasonably be expected to have a Material
Adverse Effect.

         5.14.    Ownership of Properties. The Borrower and its Subsidiaries
have good title, free of all Liens other than those permitted by Section 6.15,
to all of the Property and assets reflected in the Borrower's most recent
consolidated financial statements provided to the Administrative Agent, as owned
by the Borrower and its Subsidiaries.

         5.15.    Plan Assets; Prohibited Transactions. The Borrower is not an
entity deemed to hold "plan assets" within the meaning of 29 C.F.R. Section
2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA)
which is subject to Title I of ERISA or any plan (within the meaning of Section
4975 of the Code), and neither the execution of this Agreement nor the making of
Loans hereunder gives rise to a prohibited transaction within the meaning of
Section 406 of ERISA or Section 4975 of the Code.

         5.16.    Environmental Matters. The Borrower and each Guarantor is in
compliance in all material respects with any and all Environmental Laws
applicable to it or its Properties, including, without limitation, all
Environmental Laws in all jurisdictions in which any of the Borrower or such
Guarantor owns or operates, or has owned or operated, a facility or site,
arranges or has arranged for disposal or treatment of hazardous substances,
solid waste or other wastes, accepts or has accepted for transport any hazardous
substances, solid waste or other wastes or holds or has held any interest in
real property or otherwise. Neither the Borrower nor any Subsidiary has received
any notice to the effect that its operations are not in material compliance with
any of the requirements of applicable Environmental Laws or are the subject of
any federal or state investigation evaluating whether any remedial action is
needed to respond to a release of any toxic or hazardous waste or substance into
the environment, which non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect.

         5.17.    Investment Company Act. Neither the Borrower nor any
Subsidiary is an "investment company" or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

                                       50
<PAGE>

         5.18.    Public Utility Holding Company Act. The Borrower is not a
"holding company" as such term is defined in the Public Utility Holding Company
Act of 1935, as amended.

         5.19.    Insurance. The Borrower maintains, and has caused each
Subsidiary to maintain, with financially sound and reputable insurance companies
insurance on all their Property in such amounts, subject to such deductibles and
self-insurance retentions and covering such properties and risks as is
consistent with sound business practice.

         5.20.    No Default or Unmatured Default. No Default or Unmatured
Default has occurred and is continuing.

         5.21.    Reportable Transaction. The Borrower does not intend to treat
the Credit Extensions 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. The
Borrower acknowledges that one or more of the Lenders may treat its Credit
Extensions as part of a transaction that is subject to Treasury Regulation
Section 1.6011-4 or Section 301.6112-1, and the Administrative Agent and such
Lender or Lenders, as applicable, may file such IRS forms or maintain such lists
and other records as they may determine is required by such Treasury
Regulations.

         5.22.    SDN List Designation. Neither the Borrower nor any of its
Subsidiaries or Affiliates is a country, individual or entity named on the
Specifically Designated National and Blocked Persons (SDN) list issued by the
Office of Foreign Asset Control of the Department of the Treasury of the United
States of America.

         5.23.    Amount of Secured Obligations. So long as the Senior Unsecured
Note Documents are in effect, the Senior Unsecured Notes are outstanding and the
Indebtedness thereunder is outstanding, the aggregate outstanding amount of
Secured Obligations does not, and after giving effect to each Credit Extension
will not, exceed $135,000,000.

                                   ARTICLE VI

                                    COVENANTS

         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         6.1.     Financial Reporting. The Borrower will maintain, for itself
and each Subsidiary, a system of accounting established and administered in
accordance with generally accepted accounting principles, and furnish to the
Lenders:

                  6.1.1    Within 90 days after the close of each of its fiscal
         years, financial statements prepared in accordance with Agreement
         Accounting Principles on a consolidated basis for itself and its
         Subsidiaries, including balance sheets as of the end of such period,
         statements of income and statements of cash flows, accompanied by (a)
         an audit report, unqualified as to scope, of a nationally recognized
         firm of independent public accountants or other independent public
         accountants reasonably acceptable to the

                                       51
<PAGE>

         Required Lenders; (b) any management letter prepared by said
         accountants and (c) a certificate of said accountants that, in the
         course of their examination necessary for their certification of the
         foregoing, no Default or Unmatured Default has come to their attention,
         or if, in the opinion of such accountants, any Default or Unmatured
         Default shall exist, stating the nature and status thereof.

                  6.1.2    Within 45 days after the close of the first three
         quarterly periods of each of its fiscal years, for itself and its
         Subsidiaries, consolidated unaudited balance sheets as at the close of
         each such period and consolidated statements of income and a statement
         of cash flows for the period from the beginning of such fiscal year to
         the end of such quarter, all certified as to fairness of presentation,
         compliance with Agreement Accounting Principles and consistency by its
         chief financial officer or treasurer.

                  6.1.3    Together with the financial statements required under
         Sections 6.1.1 and 6.1.2, a compliance certificate in substantially the
         form of Exhibit B signed by its chief financial officer or treasurer
         showing the calculations necessary to determine compliance with this
         Agreement, an officer's certificate in substantially the form of
         Exhibit F stating that no Default or Unmatured Default exists, or if
         any Default or Unmatured Default exists, stating the nature and status
         thereof, and a certificate executed and delivered by the chief
         executive officer or chief financial officer stating that the Borrower
         and each of its principal officers are in compliance with all
         requirements of Section 302 and Section 906 of the Sarbanes-Oxley Act
         of 2002 and all rules and regulations related thereto.

                  6.1.4    Within 270 days after the close of each fiscal year
         of the Borrower, a copy of the actuarial report showing the Unfunded
         Liabilities of each Single Employer Plan as of the valuation date
         occurring in such fiscal year, certified by an actuary enrolled under
         ERISA, if applicable.

                  6.1.5    As soon as possible and in any event within 15 days
         after the Borrower knows that any Reportable Event has occurred with
         respect to any Plan, a statement, signed by the chief financial officer
         or treasurer of the Borrower, describing said Reportable Event and the
         action which the Borrower proposes to take with respect thereto.

                  6.1.6    As soon as possible and in any event within 15 days
         after receipt by the Borrower, a copy of (a) any notice or claim to the
         effect that the Borrower or any of its Subsidiaries is or may be liable
         to any Person as a result of the release by the Borrower, any of its
         Subsidiaries, or any other Person of any toxic or hazardous waste or
         substance into the environment, and (b) any notice alleging any
         violation of any federal, state or local environmental, health or
         safety law or regulation by the Borrower or any of its Subsidiaries,
         which, in either case, could reasonably be expected to have a Material
         Adverse Effect.

                  6.1.7    Promptly upon the filing thereof, copies of all
         registration statements and annual, quarterly, monthly or other regular
         reports which the Borrower or any of its Subsidiaries files with the
         Securities and Exchange Commission, including, without

                                       52
<PAGE>

         limitation, all certifications and other filings required by Section
         302 and Section 906 of the Sarbanes-Oxley Act of 2002 and all rules and
         regulations related thereto.

                  6.1.8    As soon as practicable, and in any event within 35
         days after the close of each calendar month, the Borrower shall provide
         the Administrative Agent and the Lenders with (i) a Borrowing Base
         Certificate, together with such supporting documents as the
         Administrative Agent reasonably deems desirable and (ii) an accounts
         receivable aging report in form and substance satisfactory to the
         Administrative Agent, all certified as being true and correct in all
         material respects by an Authorized Officer of the Borrower. The
         Borrower may update the Borrowing Base Certificate more frequently than
         monthly and the most recently delivered Borrowing Base Certificate
         shall be the applicable Borrowing Base Certificate for purposes of
         determining the Borrowing Base at any time.

                  6.1.9    As soon as practicable, and in any event within 30
         days after the beginning of each fiscal year of the Borrower, a copy of
         the plan and forecast (including a projected consolidated balance
         sheet, income statement and funds flow statement) of the Borrower for
         such fiscal year.

                  6.1.10   As soon as possible, and in any event within 3 days
         (in the case of the Borrower) and 15 days (in the case of any
         Guarantor) after the occurrence thereof, a reasonably detailed
         notification to the Administrative Agent and its counsel of any change
         in the jurisdiction of organization of the Borrower or any Guarantor.

                  6.1.11   Such other information (including non-financial
         information) as the Administrative Agent or any Lender may from time to
         time reasonably request.

         If any information which is required to be furnished to the Lenders
under this Section 6.1 is required by law or regulation to be filed by the
Borrower with a government body on an earlier date, then the information
required hereunder shall be furnished to the Lenders at such earlier date.

         6.2.     Use of Proceeds. The Borrower will, and will cause each
Subsidiary to, use the (i) proceeds of the Term Loans in compliance with Section
2.1.2 and solely for the repayment in full of the Refinanced Indebtedness
outstanding on or prior to the Closing Date (without giving effect to the
initial Credit Extensions hereunder) and expenses incurred in connection with
such repayment, and (ii) the proceeds of the Revolving Loans for general
corporate purposes, including, without limitation, for working capital,
commercial paper liquidity support, Permitted Acquisitions, and to pay fees and
expenses incurred in connection with this Agreement, but excluding in any event
for the purpose of repaying or prepaying the Indebtedness under the Senior
Unsecured Notes. The Borrower shall use the proceeds of Credit Extensions in
compliance with all applicable legal and regulatory requirements and any such
use shall not result in a violation of any such requirements, including, without
limitation, Regulation U and X, the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and the regulations promulgated
thereunder.

                                       53
<PAGE>

         6.3.     Notice of Default. Within three (3) Business Days after an
Authorized Officer becomes aware thereof, the Borrower will, and will cause each
Subsidiary to, give notice in writing to the Lenders of the occurrence (i) of
any Default or Unmatured Default and (ii) of any other development, financial or
otherwise, which (solely with respect to this clause (ii)) could reasonably be
expected to have a Material Adverse Effect.

         6.4.     Conduct of Business. The Borrower will, and will cause each
Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted and do all things necessary to remain duly incorporated or organized,
validly existing and (to the extent such concept applies to such entity) in good
standing as a domestic corporation, partnership or limited liability company in
its jurisdiction of incorporation or organization, as the case may be, as in
effect on the Closing Date, and maintain all requisite authority to conduct its
business in each jurisdiction in which its business is conducted, in each case
except, in the case of any Subsidiary, to the extent the failure to maintain any
of the foregoing could not reasonably be expected to have a Material Adverse
Effect.

         6.5.     Taxes. The Borrower will, and will cause each Subsidiary to,
timely file complete and correct United States federal and applicable material
foreign, state and local tax returns required by law and pay when due all United
States federal and other material taxes, assessments and governmental charges
and levies upon it or its income, profits or Property, except those which are
being contested in good faith by appropriate proceedings and with respect to
which adequate reserves have been set aside in accordance with Agreement
Accounting Principles.

         6.6.     Insurance. The Borrower will, and will cause each Subsidiary
to, maintain with financially sound and reputable insurance companies insurance
on all their Property in such amounts, subject to such deductibles and
self-insurance retentions, and covering such risks as is consistent with sound
business practice, and the Borrower will furnish to any Lender upon request full
information as to the insurance carried. The Borrower shall deliver to the
Administrative Agent endorsements in form and substance acceptable to the
Administrative Agent (x) to all "All Risk" physical damage insurance policies on
all of the Borrower's tangible real and personal property and assets and
business interruption insurance policies naming the Administrative Agent as loss
payee and (y) to all general liability and other liability policies naming the
Administrative Agent as an additional insured. In the event the Borrower or any
of its Subsidiaries at any time or times hereafter shall fail to obtain or
maintain any of the policies or insurance required herein or to pay any premium
in whole or in part relating thereto, then the Administrative Agent, without
waiving or releasing any obligations or resulting Default hereunder, may at any
time or times thereafter (but shall be under no obligation to do so) obtain and
maintain such policies of insurance and pay such premiums and take any other
action with respect thereto which the Administrative Agent deems advisable. All
sums so disbursed by the Administrative Agent shall constitute part of the
Obligations, payable as provided in this Agreement.

         6.7.     Compliance with Laws. The Borrower will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject including,
without limitation, all Environmental Laws and Section 302 and Section 906 of
the Sarbanes-Oxley Act of 2002, in each case except to the extent the failure to
so comply could not reasonably be expected to have a Material Adverse Effect.

                                       54
<PAGE>

         6.8.     Maintenance of Properties. Subject to Section 6.12, the
Borrower will, and will cause each Subsidiary to, do all things necessary to
maintain, preserve, protect and keep its Property used in the operation of its
business in good repair, working order and condition, (ordinary wear and tear
excepted), and make all necessary and proper repairs, renewals and replacements
so that its business carried on in connection therewith may be properly
conducted at all times.

         6.9.     Inspection; Keeping of Books and Records. The Borrower will,
and will cause each Subsidiary to, permit the Administrative Agent and the
Lenders, by their respective representatives and agents, to inspect any of the
Property, books and financial records of the Borrower and each Subsidiary, to
examine and make copies of the books of accounts and other financial records of
the Borrower and each Subsidiary, and to discuss the affairs, finances and
accounts of the Borrower and each Subsidiary with, and to be advised as to the
same by, their respective officers at such reasonable times (but, to the extent
no Default or Unmatured Default has occurred and is continuing, during normal
business hours and upon notice) as the Administrative Agent or any Lender may
designate. The Borrower shall keep and maintain, and cause each of its
Subsidiaries to keep and maintain, in all material respects, proper books of
record and account in which entries in conformity with Agreement Accounting
Principles shall be made of all dealings and transactions in relation to their
respective businesses and activities. If a Default has occurred and is
continuing, the Borrower, upon the Administrative Agent's request, shall turn
over copies of any such records to the Administrative Agent or its
representatives.

         6.10.    Restricted Payments. The Borrower will not, nor will it permit
any Subsidiary to, make any Restricted Payment (other than dividends payable in
its own capital stock) except that, (i) any Subsidiary may declare and pay
dividends or make distributions to the Borrower or to a Wholly-Owned Subsidiary
that is a Guarantor and (ii) so long as no Default or Unmatured Default exists
at the time thereof, (A) the Borrower may redeem, at no more than par value, and
with the payment of no additional premium or penalty, the Indebtedness evidenced
by the then outstanding principal balance under the Convertible Subordinated
Notes in accordance with Section 6.2 and (B) the Borrower may redeem its capital
stock in an aggregate amount not to exceed $5,000,000, provided that the
aggregate amount of any such redemptions prior to January 1, 2005 may not exceed
$3,000,000.

         6.11.    Merger or Dissolution. The Borrower will not, nor will it
permit any Subsidiary to, merge or consolidate with or into any other Person or
dissolve, except that:

                  6.11.1   A Guarantor may merge into (x) the Borrower or (y) a
         Wholly-Owned Subsidiary that is a Guarantor or becomes a Guarantor
         promptly upon the completion of the applicable merger or consolidation.

                  6.11.2   A Subsidiary that is not a Guarantor and not required
         to be a Guarantor may merge or consolidate with or into any other
         Person; provided, however, that if the equity interests of such
         Subsidiary have been pledged to the Collateral Agent as Collateral,
         then such merger or consolidation shall not be permitted unless such
         Subsidiary is the surviving entity of such merger or consolidation or
         such merger or

                                       55
<PAGE>

         consolidation is approved in writing by the Administrative Agent prior
         to the consummation thereof.

                  6.11.3   The Borrower or any Subsidiary may consummate any
         merger or consolidation in connection with any Permitted Acquisition.

                  6.11.4   Any Subsidiary may liquidate and dissolve in
         connection with any transaction permitted under this Agreement or if
         such Subsidiary has previously ceased to conduct business, in each case
         so long as such Subsidiary has transferred all of its Property to the
         Borrower or a Guarantor.

         6.12.    Sale of Assets. The Borrower will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of its Property to any other
Person, except:

                  6.12.1   Sales of inventory in the ordinary course of
         business.

                  6.12.2   A disposition or transfer of assets by a Subsidiary
         to the Borrower or a Guarantor or by the Borrower to a Guarantor.

                  6.12.3   A disposition of obsolete Property, Property no
         longer used in the business of the Borrower or its Subsidiaries or
         other assets in the ordinary course of business of the Borrower or any
         Subsidiary, but excluding in each case Property (other than fixtures
         and personal Property) subject to a Lien under a Mortgage.

                  6.12.4   Any of the transactions described on Schedule 6.12.4.

                  6.12.5   Leases, sales or other dispositions of its Property
         that, together with all other Property of the Borrower and its
         Subsidiaries previously leased, sold or disposed of (other than
         dispositions otherwise permitted by this Section 6.12) as permitted by
         this Section during any fiscal year of the Borrower do not exceed
         $2,000,000 in the aggregate.

         6.13.    Investments and Acquisitions. The Borrower will not, nor will
it permit any Subsidiary to, make or suffer to exist any Investments (including
without limitation, loans and advances to, and other Investments in,
Subsidiaries), or commitments therefor, or to create any Subsidiary or to become
or remain a partner in any partnership or joint venture, or to make any
Acquisition of any Person, except:

                  6.13.1   Cash Equivalent Investments.

                  6.13.2   Existing Investments in Subsidiaries and other
         Investments in existence on the date hereof and described in Schedule
         6.13.2.

                  6.13.3   Any Indebtedness permitted by Section 6.14 and any
         Investments constituting transactions permitted by Section 6.12.

                  6.13.4   The holding of any equity interests that have been
         acquired pursuant to a Permitted Acquisition.

                                       56
<PAGE>

                  6.13.5   The creation of, and holding of, any Subsidiary as a
         result of a Permitted Acquisition, the acquisition of operations from
         another Subsidiary or the commencement of new operations; provided in
         each case that such Subsidiary becomes a Guarantor promptly following
         such Permitted Acquisition, acquisition or commencement.

                  6.13.6   Investments acquired by the Borrower or a Subsidiary
         as consideration received in connection with a lease, sale or
         disposition of Property permitted in Section 6.12.

                  6.13.7   The contemplated Investments described on Schedule
         6.13.7.

                  6.13.8   Any advance or loan to an officer or employee of the
         Borrower or a Subsidiary made in the ordinary course of business, so
         long as (i) such advances and loans are in existence as of the Closing
         Date and are listed on Schedule 6.13.8, or (ii) all such advances and
         loans from the Borrower and the Subsidiaries extended after the Closing
         Date aggregate not more than the maximum principal sum of $500,000 at
         any time outstanding.

                  6.13.9   Acquisitions meeting the following requirements or
         otherwise approved by the Required Lenders (each such Acquisition
         constituting a "Permitted Acquisition"):

         (i)      as of the date of the consummation of such Acquisition, no
                  Default or Unmatured Default shall have occurred and be
                  continuing or would result from such Acquisition, and the
                  representation and warranty contained in Section 5.11 shall be
                  true both before and after giving effect to such Acquisition;

         (ii)     such Acquisition is consummated on a non-hostile basis
                  pursuant to a negotiated acquisition agreement approved by the
                  board of directors or other applicable governing body of the
                  seller or entity to be acquired, and no material challenge to
                  such Acquisition (excluding the exercise of appraisal rights)
                  shall be pending or threatened by any shareholder or director
                  of the seller or entity to be acquired;

         (iii)    the business to be acquired in such Acquisition is similar or
                  related to one or more of the lines of business in which the
                  Borrower and its Subsidiaries are engaged on the Closing Date;

         (iv)     as of the date of the consummation of such Acquisition, all
                  material governmental and corporate approvals required in
                  connection therewith shall have been obtained;

         (v)      the Purchase Price for each such Acquisition together with the
                  Purchase Price of all other Permitted Acquisitions shall not
                  exceed an amount equal to $7,500,000 during any fiscal year of
                  the Borrower;

         (vi)     prior to the consummation of such Permitted Acquisition with a
                  Purchase Price in excess of $2,000,000, the Borrower shall
                  have delivered to the Administrative Agent a pro forma
                  consolidated balance sheet, income statement and cash flow
                  statement of the Borrower and its Subsidiaries (the
                  "Acquisition Pro Forma"),

                                       57
<PAGE>

                  based on the Borrower's most recent financial statements
                  delivered pursuant to Section 6.1.1 and using historical
                  financial statements for the acquired entity provided by the
                  seller(s) or which shall be complete and shall fairly present,
                  in all material respects, the financial condition and results
                  of operations and cash flows of the Borrower and its
                  Subsidiaries in accordance with Agreement Accounting
                  Principles, but taking into account such Permitted Acquisition
                  and the funding of all Credit Extensions in connection
                  therewith, and such Acquisition Pro Forma shall reflect that,
                  on a pro forma basis, the Borrower would have been in
                  compliance with the financial covenants set forth in Sections
                  6.21, 6.22 and 6.23 for the four fiscal quarter period
                  reflected in the compliance certificate most recently
                  delivered to the Administrative Agent pursuant to Section
                  6.1.3 prior to the consummation of such Permitted Acquisition
                  (giving effect to such Permitted Acquisition and all Credit
                  Extensions funded in connection therewith as if made on the
                  first day of such period); and

         (vii)    prior to each such Permitted Acquisition, the Borrower shall
                  deliver to the Administrative Agent a documentation,
                  information and certification package in form and substance
                  acceptable to the Administrative Agent, including, without
                  limitation:

                  (A)      a near-final version (with no further material
                           amendments to be made thereto) of the acquisition
                           agreement for such Acquisition with a Purchase Price
                           in excess of $2,000,000, together with drafts of the
                           material schedules thereto;

                  (B)      a near-final version (with no further material
                           amendments to be made thereto) of all documents,
                           instruments and agreements with respect to any
                           Indebtedness to be incurred or assumed in connection
                           with such Acquisition with a Purchase Price in excess
                           of $2,000,000; and

                  (C)      such other documents or information as shall be
                           reasonably requested by the Administrative Agent in
                           connection with such Acquisition with a Purchase
                           Price in excess of $2,000,000.

         6.14.    Indebtedness. The Borrower will not, nor will it permit any
Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

                  6.14.1   The Secured Obligations.

                  6.14.2   Indebtedness existing on the date hereof and
         described in Schedule 6.14.2 (and renewals, refinancings or extensions
         thereof on terms and conditions (including amortization) no less
         favorable to the applicable obligor than such existing Indebtedness and
         in a principal amount not in excess of that outstanding as of the date
         of such renewal, refinancing or extension).

                                       58
<PAGE>

                  6.14.3   To the extent approved by the Administrative Agent,
         Indebtedness arising under Rate Management Transactions; provided that
         the approval of the Administrative Agent shall only be required if and
         to the extent the Senior Unsecured Note Documents are in effect, the
         Senior Unsecured Notes are outstanding, the Indebtedness thereunder is
         outstanding and the incurrence of such Indebtedness arising under Rate
         Management Transactions could reasonably be expected to cause the
         Secured Obligations to exceed $135,000,000.

                  6.14.4   The contemplated Indebtedness described on Schedule
         6.14.4.

                  6.14.5   Secured or unsecured purchase money Indebtedness
         (including Capitalized Leases) incurred by the Borrower or any of its
         Subsidiaries after the Closing Date to finance the acquisition of
         assets used in its business, if (1) the total of all such Indebtedness
         for the Borrower and its Subsidiaries taken together incurred on or
         after the Closing Date shall not exceed an aggregate principal amount
         of $7,500,000 at any one time outstanding (but no more than $3,000,000
         during the Borrower's 2004 fiscal year) in excess of the aggregate
         principal amount of any Capitalized Leases permitted in Section 6.14.6,
         (2) such Indebtedness when incurred shall not exceed the purchase price
         of the asset(s) financed, (3) no such Indebtedness shall be refinanced
         for a principal amount in excess of the principal balance outstanding
         thereon at the time of such refinancing, and (4) any Lien securing such
         Indebtedness is permitted under Section 6.15 (such Indebtedness being
         referred to herein as "Permitted Purchase Money Indebtedness").

                  6.14.6   Indebtedness incurred by the Borrower or a Subsidiary
         in connection with any Capitalized Lease that replaces Capitalized
         Leases existing on the Closing Date provided that the aggregate amount
         of the Indebtedness represented by such replacement Capitalized Leases
         does not exceed $5,000,000.

                  6.14.7   Indebtedness arising from intercompany loans and
         advances (i) made by any Subsidiary to the Borrower or any Domestic
         Subsidiary or (ii) made by the Borrower to any Wholly-Owned Domestic
         Subsidiary; provided that the Borrower agrees that all such
         Indebtedness shall be expressly subordinated to the Secured Obligations
         pursuant to subordination provisions reasonably acceptable to the
         Administrative Agent.

                  6.14.8   Guaranty obligations of the Borrower of any
         Indebtedness of any Subsidiary permitted under this Section 6.14.

                  6.14.9   Guaranty obligations of any Subsidiary of the
         Borrower that is a Guarantor with respect to any Indebtedness of the
         Borrower or any other Subsidiary permitted under this Section 6.14.

                  6.14.10  Indebtedness incurred or assumed in connection with
         any Permitted Acquisition.

                  6.14.11  Indebtedness incurred in connection with the
         Borrower's corporate credit program up to a maximum amount of
         $5,000,000.

                                       59
<PAGE>

                  6.14.12  Additional unsecured Indebtedness of the Borrower or
         any Subsidiary, to the extent not otherwise permitted under this
         Section 6.14; provided, however, that the aggregate principal amount of
         such Indebtedness shall not exceed $1,000,000 at any time outstanding.

         6.15.    Liens. The Borrower will not, nor will it permit any
Subsidiary to, create, incur, or suffer to exist any Lien in, of or on the
Property of the Borrower or any of its Subsidiaries, except:

                  6.15.1   Liens, if any, securing Secured Obligations.

                  6.15.2   Liens for taxes, assessments or governmental charges
         or levies on its Property if the same shall not at the time be
         delinquent or thereafter can be paid without penalty, or are being
         contested in good faith and by appropriate proceedings and for which
         adequate reserves in accordance with Agreement Accounting Principles
         shall have been set aside on its books.

                  6.15.3   Liens imposed by law, such as landlords', wage
         earners', carriers', warehousemen's and mechanics' liens and other
         similar liens arising in the ordinary course of business that (i) were
         not incurred in connection with the borrowing of money or the obtaining
         of advances or credit, and (ii) do not in the aggregate materially
         detract from the value of the Property of a Borrower or Subsidiary or
         materially impair the use thereof in the operation of its business.

                  6.15.4   Liens arising out of pledges or deposits under
         worker's compensation laws, unemployment insurance, old age pensions,
         or other social security or retirement benefits, or similar
         legislation.

                  6.15.5   Liens existing on the date hereof and described in
         Schedule 6.15.5.

                  6.15.6   Deposits securing liability to insurance carriers
         under insurance or self-insurance arrangements.

                  6.15.7   Deposits to secure the performance of bids, trade
         contracts (other than for borrowed money), leases, statutory
         obligations, surety and appeal bonds, performance bonds and other
         obligations of a like nature incurred in the ordinary course of
         business.

                  6.15.8   Easements, reservations, rights-of-way, restrictions,
         survey exceptions and other similar encumbrances as to real property of
         the Borrower and its Subsidiaries which do not materially interfere
         with the conduct of the business of the Borrower or such Subsidiary
         conducted at the property subject thereto.

                  6.15.9   Purchase money Liens securing Permitted Purchase
         Money Indebtedness (as defined in Section 6.14); provided, that such
         Liens shall not apply to any property of the Borrower or its
         Subsidiaries other than that purchased with the proceeds of such
         Permitted Purchase Money Indebtedness.

                                       60
<PAGE>

                  6.15.10  Liens existing on any asset of any Subsidiary of the
         Borrower at the time such Subsidiary becomes a Subsidiary and not
         created in contemplation of such event.

                  6.15.11  Liens on any asset securing Indebtedness incurred or
         assumed for the purpose of financing or refinancing all or any part of
         the cost of acquiring or constructing such asset; provided that such
         Lien attaches to such asset concurrently with or within eighteen (18)
         months after the acquisition or completion or construction thereof.

                  6.15.12  Liens existing on any asset of any Subsidiary of the
         Borrower at the time such Subsidiary is merged or consolidated with or
         into the Borrower or any Subsidiary and not created in contemplation of
         such event.

                  6.15.13  Liens existing on any asset prior to the acquisition
         thereof by the Borrower or any Subsidiary and not created in
         contemplation thereof; provided that such Liens do not encumber any
         other property or assets.

                  6.15.14  Liens arising in the ordinary course of business (and
         not in favor of any third-party lender) on Health Care Receivables in
         connection with Medicare or Medicaid anti-assignment provisions.

                  6.15.15  Liens arising out of the refinancing, extension,
         renewal or refunding of any Indebtedness secured by any Lien permitted
         under Sections 6.15.11 through 6.15.14; provided that (a) such
         Indebtedness is not secured by any additional assets, and (b) the
         amount of such Indebtedness secured by any such Lien is not increased.

         In addition, neither the Borrower nor any of its Subsidiaries shall
become a party to any agreement, note, indenture or other instrument, or take
any other action, which would prohibit the creation of a Lien on any of its
Properties or other assets in favor of the Administrative Agent for the benefit
of the Holders of Secured Obligations; provided, further, that (a) any
agreement, note, indenture or other instrument in connection with purchase money
Indebtedness (including Capitalized Leases) for which the related Liens are
permitted hereunder may prohibit the creation of a Lien in favor of the
Administrative Agent for the benefit of the Holders of Secured Obligations, with
respect to the assets or Property obtained with the proceeds of such
Indebtedness, (b) provider agreements with governmental entities may prohibit
the creation of a Lien in favor of the Administrative Agent for the benefit of
the Holders of Secured Obligations, with respect to the Receivables relating to
such provider agreements, and (c) leases of real property may prohibit the
creation of a Lien in favor of the Administrative Agent for the benefit of the
Holders of Secured Obligations, with respect to the real property that is the
subject of such leases.

         6.16.    Affiliates. The Borrower will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate (other than the Borrower and its Subsidiaries) except
in the ordinary course of business and pursuant to the reasonable requirements
of the Borrower's or such Subsidiary's business and upon fair and reasonable
terms no less favorable to the Borrower or such Subsidiary than the Borrower or
such Subsidiary would obtain in a comparable arm's-length transaction.

                                       61
<PAGE>

         6.17.    Financial Contracts. The Borrower will not, nor will it permit
any Subsidiary to, enter into or remain liable upon any Rate Management
Transactions except for those entered into in the ordinary course of business
for bona fide hedging purposes and not for speculative purposes.

         6.18.    Subsidiary Covenants. The Borrower will not, and will not
permit any Subsidiary to, create or otherwise cause to become effective any
consensual encumbrance or restriction of any kind on the ability of any
Subsidiary (i) to pay dividends or make any other distribution on its stock,
(ii) to pay any Indebtedness or other obligation owed to the Borrower or any
other Subsidiary, (iii) to make loans or advances or other Investments in the
Borrower or any other Subsidiary, or (iv) other than pursuant to any Capitalized
Lease or Operating Lease, to sell, transfer or otherwise convey any of its
property to the Borrower or any other Subsidiary.

         6.19.    Contingent Obligations. The Borrower will not, nor will it
permit any Subsidiary to, make or suffer to exist any Contingent Obligation
(including, without limitation, any Contingent Obligation with respect to the
obligations of a Subsidiary), except (i) by endorsement of instruments for
deposit or collection in the ordinary course of business, (ii) the Reimbursement
Obligations, (iii) any guaranty of the Secured Obligations, (iv) any guaranty
pursuant to any of the Senior Unsecured Note Documents and (v) any guaranty of
any Indebtedness permitted by Section 6.14.

         6.20.    Amendments to Subordinated Note Documents. The Borrower will
not, and will not permit any Subsidiary to, amend the Subordinated Notes, the
other Subordinated Note Documents or any document, agreement or instrument
evidencing any Indebtedness incurred pursuant to the Subordinated Note Documents
(or any replacements, substitutions, extensions or renewals thereof) or pursuant
to which such Indebtedness is issued where such amendment, modification or
supplement provides for the following or which has any of the following effects:

                  (i)      increases the overall principal amount of any such
         Indebtedness or increases the amount of any single scheduled
         installment of principal or interest;

                  (ii)     shortens or accelerates the date upon which any
         installment of principal or interest becomes due or adds any additional
         mandatory redemption provisions;

                  (iii)    shortens the final maturity date of such Indebtedness
         or otherwise accelerates the amortization schedule with respect to such
         Indebtedness;

                  (iv)     increases the rate of interest accruing on such
         Indebtedness;

                  (v)      provides for the payment of additional fees or
         increases existing fees;

                  (vi)     amends or modifies any financial or negative covenant
         (or covenant which prohibits or restricts the Borrower or any of its
         Subsidiaries from taking certain actions) in a manner which is more
         onerous or more restrictive in any material respect to the Borrower or
         such Subsidiary or which is otherwise materially adverse to the
         Borrower, its Subsidiaries and/or the Lenders or, in the case of any
         such covenant, which places material additional restrictions on the
         Borrower or such Subsidiary or which requires the Borrower or such
         Subsidiary to comply with more restrictive financial ratios or which

                                       62
<PAGE>

         requires the Borrower to better its financial performance, in each case
         from that set forth in the existing applicable covenants in the
         Subordinated Note Documents or the applicable covenants in this
         Agreement; or

                  (vii)    amends, modifies or adds any affirmative covenant in
         a manner which (a) when taken as a whole, is materially adverse to the
         Borrower, its Subsidiaries and/or the Lenders or (b) is more onerous
         than the existing applicable covenant in the Subordinated Note
         Documents or the applicable covenant in this Agreement.

         6.21.    Leverage Ratio. The Borrower will not permit the ratio (the
"Leverage Ratio"), determined as of the end of each of its fiscal quarters set
forth below, of (i) Consolidated Net Funded Indebtedness of the Borrower to (ii)
Consolidated EBITDA for the then most-recently ended four fiscal quarters to be
greater than the applicable "Maximum Leverage Ratio" set forth below:

<TABLE>
<CAPTION>
     Fiscal Quarter Ending                  Maximum Leverage Ratio
--------------------------------            ----------------------
<S>                                         <C>
December 31, 2003                                 4.25 to 1

March 31, 2004                                    4.25 to 1
June 30, 2004                                     4.25 to 1
September 30, 2004                                4.25 to 1
December 31, 2004                                 4.00 to 1

March 31, 2005                                    4.00 to 1
June 30, 2005                                     4.00 to 1
September 30, 2005                                4.00 to 1
December 31, 2005                                 3.75 to 1

March 31, 2006                                    3.75 to 1
June 30, 2006                                     3.75 to 1
September 30, 2006                                3.75 to 1
December 31, 2006                                 3.50 to 1

March 31, 2007                                    3.50 to 1
June 30, 2007                                     3.50 to 1
September 30, 2007                                3.50 to 1
December 31, 2007 and the end of                  3.25 to 1
each fiscal quarter thereafter
</TABLE>

The Leverage Ratio shall be calculated as of the last day of each fiscal quarter
of the Borrower based upon (a) for Consolidated Net Funded Indebtedness,
Consolidated Net Funded Indebtedness as of the last day of each such fiscal
quarter and (b) for Consolidated EBITDA, the actual amount as of the last day of
each fiscal quarter for the most recently ended four consecutive fiscal
quarters.

                                       63
<PAGE>

         6.22.    Fixed Charge Coverage Ratio. The Borrower will not permit the
ratio (the "Fixed Charge Coverage Ratio"), determined as of the end of each of
its fiscal quarters for the then most-recently ended four fiscal quarters of (i)
Consolidated EBITDA minus Consolidated Capital Expenditures to (ii) Consolidated
Interest Expense plus Consolidated Current Maturities during such period
(including, without limitation, Capitalized Lease Obligations) plus expenses for
taxes paid or taxes accrued during such period, plus the amount paid in respect
of redemptions of capital stock permitted under Section 6.10(B), minus (to the
extent included in Consolidated Interest Expense) any non-cash amortization of
Indebtedness issuance costs, all calculated for the Borrower and its
Subsidiaries on a consolidated basis, to be less than the applicable "Minimum
Fixed Charge Coverage Ratio" below:

<TABLE>
<CAPTION>
     Fiscal Quarter Ending           Minimum Fixed Charge Coverage Ratio
---------------------------------    -----------------------------------
<S>                                  <C>
December 31, 2003                                 1.20 to 1

March 31, 2004                                    1.20 to 1
June 30, 2004                                     1.20 to 1
September 30, 2004                                1.20 to 1
December 31, 2004                                 1.20 to 1

March 31, 2005                                    1.25 to 1
June 30, 2005                                     1.25 to 1
September 30, 2005                                1.25 to 1
December 31, 2005                                 1.25 to 1

March 31, 2006                                    1.25 to 1
June 30, 2006 and the end of each                 1.30 to 1
fiscal quarter thereafter
</TABLE>

; provided, that in calculating the Fixed Charge Coverage Ratio for the fiscal
quarters ended on or before December 31, 2004, the Consolidated Interest Expense
shall be reduced by an amount equal to the reduction in Consolidated Interest
Expense that would have been realized had the Borrower applied the balance of
its cash and Cash Equivalent Investments as of the first day of the respective
fiscal quarters to the outstanding balance of the Refinanced Indebtedness as of
such date.

         6.23.    Minimum Consolidated Net Worth. The Borrower will at all times
maintain Consolidated Net Worth of not less than (i) $175,000,000 plus (ii) 75%
of Consolidated Net Income (if positive) earned in each fiscal quarter beginning
with the fiscal quarter ending March 31, 2004 plus (iii) the amount of all Net
Cash Proceeds resulting from issuances of the Borrower's or any Subsidiary's
capital stock or other equity interests to a Person other than the Borrower or
any Subsidiary.

         6.24.    Capital Expenditures. The Borrower will not, nor will it
permit any Subsidiary to, expend, or be committed to expend, in excess of an
aggregate of the CapEx Base Amount for

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<PAGE>

Capital Expenditures of the Borrower and its Subsidiaries during any one fiscal
year of the Borrower; provided that if the aggregate amount of Capital
Expenditures actually expended during any such fiscal year are less than the
CapEx Base Amount (the difference being the "Shortfall Amount"), then, so long
as no Default or Unmatured Default has occurred and is continuing, the permitted
amount of Capital Expenditures during the immediately succeeding fiscal year
only shall be an amount equal to the CapEx Base Amount plus 50% of the Shortfall
Amount.

         6.25.    Rentals. The Borrower shall not permit, nor shall it permit
any Subsidiary to, create, pay or incur aggregate Rentals in excess of the
Rentals Maximum Amount for any fiscal year during the term of this Agreement on
a consolidated basis for the Borrower and its Subsidiaries.

         6.26.    Guarantors. The Borrower shall cause each of its Subsidiaries
to guarantee pursuant to the Guaranty Agreement or supplement thereto (or, in
the case of a Foreign Subsidiary, any other guarantee agreement requested by the
Administrative Agent) the Secured Obligations. In furtherance of the above, the
Borrower shall promptly (and in any event within 45 days thereof) (i) provide
written notice to the Administrative Agent and the Lenders upon any Person
becoming a Subsidiary, setting forth information in reasonable detail describing
all of the assets of such Person, (ii) cause such Person to execute a supplement
to the Guaranty Agreement and such other Collateral Documents as are necessary
for the Borrower and its Subsidiaries to comply with Section 6.27, (iii) cause
the Applicable Pledge Percentage of the issued and outstanding equity interests
of such Person to be delivered to the Administrative Agent (together with
undated stock powers signed in blank, if applicable) and pledged to the
Administrative Agent pursuant to an appropriate pledge agreement(s) in
substantially the form of the Pledge and Security Agreement (or joinder or other
supplement thereto) and otherwise in form reasonably acceptable to the
Administrative Agent and (iv) deliver such other documentation as the
Administrative Agent may reasonably request in connection with the foregoing,
including, without limitation, certified resolutions and other authority
documents of such Person and, to the extent requested by the Administrative
Agent, favorable opinions of counsel to such Person (which shall cover, among
other things, the legality, validity, binding effect and enforceability of the
documentation referred to above), all in form, content and scope reasonably
satisfactory to the Administrative Agent. Notwithstanding the foregoing, no
Foreign Subsidiary shall be required to execute and deliver the Guaranty
Agreement (or supplement thereto) or such other guarantee agreement if such
execution and delivery would cause a Deemed Dividend Problem or a Financial
Assistance Problem with respect to such Foreign Subsidiary and, in lieu thereof,
the Borrower and the relevant Subsidiaries shall provide the pledge agreements
required under this Section 6.26 or Section 6.27.

         6.27.    Collateral. The Borrower will cause, and will cause each other
Credit Party to cause, all of its owned Property (but only, in the case of real
Property, the Mortgaged Properties) to be subject at all times to first
priority, perfected Liens in favor of the Administrative Agent for the benefit
of the Holders of Secured Obligations to secure the Secured Obligations in
accordance with the terms and conditions of the Collateral Documents, subject in
any case to Liens permitted by Section 6.15 hereof. Without limiting the
generality of the foregoing, the Borrower will (i) cause the Applicable Pledge
Percentage of the issued and outstanding equity interests of each Pledge
Subsidiary) directly owned by the Borrower or any other Credit Party to

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<PAGE>

be subject at all times to a first priority, perfected Lien in favor of the
Administrative Agent to secure the Secured Obligations in accordance with the
terms and conditions of the Collateral Documents or such other security
documents as the Administrative Agent shall reasonably request and (ii) will,
and will cause each Guarantor to, deliver Mortgages, Mortgage Instruments and
deposit account control agreements or blocked account agreements with respect to
the Mortgaged Properties, and deposit accounts maintained, by the Borrower or
such Guarantor to the extent, and within such time period as is, reasonably
required by the Administrative Agent. Notwithstanding the foregoing, (1) no
pledge agreement in respect of the equity interests of a Foreign Subsidiary
shall be required hereunder to the extent such pledge thereunder is prohibited
by applicable law or its counsel reasonably determines that such pledge would
not provide material credit support for the benefit of the Holders of Secured
Obligations pursuant to legally valid, binding and enforceable pledge agreements
and (2) no such Mortgages, Mortgage Instruments, control agreements, blocked
account agreements and pledge agreements are required to be delivered hereunder
until March 15, 2004 or such later date as the Administrative Agent may agree in
the exercise of its reasonable discretion after consultation with the Lenders
(it being understood and agreed that the failure to deliver such Mortgages,
Mortgage Instruments, control agreements and blocked account agreements by March
15, 2004 or such later date shall constitute a Default under Section 7.3) with
respect to (a) the Mortgaged Properties on the Closing Date in the case of
Mortgages and Mortgage Instruments and (b) the pledge of the equity interests in
each Foreign Subsidiary in the case of such pledge agreements; provided that the
Borrower hereby agrees to use its best efforts to cause the delivery of such
Mortgages, Mortgage Instruments, control agreements, blocked account agreements
and pledge agreements as soon as practicable after the Closing Date.

         6.28.    Sale and Leaseback Transactions. The Borrower shall not, nor
shall it permit any Subsidiary to, enter into any Sale and Leaseback
Transaction, other than Sale and Leaseback Transactions in respect of which the
net cash proceeds received in connection therewith does not exceed $2,000,000 in
the aggregate during any fiscal year of the Borrower, determined on a
consolidated basis for the Borrower and its Subsidiaries.

         6.29.    Replacement of Transitional Letters of Credit. The Borrower
shall cause each Transitional Letter of Credit to be replaced with a new
Facility LC issued by the LC Issuer by no later than the earlier of (i) the
maturity date of such Transitional Letter of Credit as in effect on the Closing
Date and without giving effect to any automatic renewal features or provisions
thereof and (ii) October 31, 2004.

         6.30.    Insurance and Condemnation Proceeds. The Borrower directs
(and, if applicable, shall cause its Subsidiaries to direct) all insurers under
policies of property damage, boiler and machinery and business interruption
insurance and payors and any condemnation claim or award relating to the
property to pay all proceeds payable under such policies or with respect to such
claim or award for any loss with respect to the Collateral directly to the
Administrative Agent, for the benefit of the Holders of Secured Obligations, to
the extent such proceeds are required to be used to prepay the Obligations
pursuant to Section 2.2 hereof. Each such policy shall contain a long-form
loss-payable endorsement naming the Administrative Agent as loss payee, which
endorsement shall be in form and substance acceptable to the Administrative
Agent.

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<PAGE>

                                  ARTICLE VII

                                    DEFAULTS

         The occurrence of any one or more of the following events shall
constitute a Default:

         7.1      Any representation or warranty made or deemed made by or on
behalf of the Borrower or any of its Subsidiaries to the Lenders or the
Administrative Agent under or in connection with this Agreement, any Credit
Extension, or any certificate or information delivered in connection with this
Agreement or any other Loan Document shall be false in any material respect on
the date as of which made or deemed made.

         7.2      Nonpayment of (i) principal of any Loan when due, (ii) any
Reimbursement Obligation within one Business Day after the same becomes due, or
(iii) interest upon any Loan or any Commitment Fee, LC Fee or other Obligations
under any of the Loan Documents within five (5) Business Days after such
interest, fee or other Obligation becomes due.

         7.3      The breach by the Borrower of any of the terms or provisions
of Section 6.2, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19,
6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28 and 6.29.

         7.4      The breach by the Borrower (other than a breach which
constitutes a Default under another Section of this Article VII) of any of the
terms or provisions of (i) this Agreement or (ii) any other Loan Document
(beyond the applicable grace period with respect thereto, if any), in each case
which is not remedied within thirty (30) days after the earlier to occur of (x)
written notice from the Administrative Agent or any Lender to the Borrower or
(y) an Authorized Officer otherwise become aware of any such breach.

         7.5      Failure of the Borrower or any of its Subsidiaries to pay when
due any Material Indebtedness (subject to any applicable grace period with
respect thereto, if any, set forth in the Material Indebtedness Agreement
evidencing such Material Indebtedness) which failure has not been (i) timely
cured and (ii) waived in writing by the requisite holders of such Material
Indebtedness; or the default by the Borrower or any of its Subsidiaries in the
performance (beyond the applicable grace period with respect thereto, if any) of
any term, provision or condition contained in any Material Indebtedness
Agreement and such default has not been (x) timely cured and (y) waived in
writing by the requisite holders of the Material Indebtedness in respect
thereof, or any other event shall occur or condition exist, the effect of which
default, event or condition is to cause, or to permit the holder(s) of such
Material Indebtedness or the lender(s) under any Material Indebtedness Agreement
to cause, such Material Indebtedness to become due prior to its stated maturity;
or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be
declared to be due and payable or required to be prepaid or repurchased (other
than by a regularly scheduled payment) prior to the stated maturity thereof; or
the Borrower or any of its Subsidiaries shall not pay, or admit in writing its
inability to pay, its debts generally as they become due.

         7.6      The Borrower or any of its Subsidiaries shall (i) have an
order for relief entered with respect to it under the Federal bankruptcy laws as
now or hereafter in effect, (ii) make an

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<PAGE>

assignment for the benefit of creditors, (iii) apply for, seek, consent to, or
acquiesce in, the appointment of a receiver, custodian, trustee, examiner,
liquidator or similar official for it or any Substantial Portion of its
Property, (iv) institute any proceeding seeking an order for relief under the
Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate
it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation,
reorganization, arrangement, adjustment or composition of it or its debts under
any law relating to bankruptcy, insolvency or reorganization or relief of
debtors or fail to file an answer or other pleading denying the material
allegations of any such proceeding filed against it, (v) take any corporate or
partnership action to authorize or effect any of the foregoing actions set forth
in this Section 7.6 or (vi) fail to contest in good faith any appointment or
proceeding described in Section 7.7.

         7.7      Without the application, approval or consent of the Borrower
or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Borrower or any of its Subsidiaries or any
Substantial Portion of its Property, or a proceeding described in Section
7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 60 consecutive days.

         7.8      Any court, government or governmental agency shall condemn,
seize or otherwise appropriate, or take custody or control of, all or any
portion of the Property of the Borrower and its Subsidiaries which, when taken
together with all other Property of the Borrower and its Subsidiaries so
condemned, seized, appropriated, or taken custody or control of, during the
twelve-month period ending with the month in which any such action occurs,
constitutes a Substantial Portion.

         7.9      The Borrower or any of its Subsidiaries shall fail within 30
days to pay, bond or otherwise discharge one or more (i) judgments or orders for
the payment of money in excess of $5,000,000 (or the equivalent thereof in
currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments
or orders which, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect, which judgment(s), in any such case, is/are
not stayed on appeal or otherwise being appropriately contested in good faith or
otherwise not covered by a creditworthy insurer or indemnitor.

         7.10     The Unfunded Liabilities of all Single Employer Plans shall
exceed $1,000,000 in the aggregate, or any Reportable Event shall occur in
connection with any Plan.

         7.11     Nonpayment by the Borrower or any Subsidiary of any Rate
Management Obligation, when due or the breach by the Borrower or any Subsidiary
of any term, provision or condition contained in any Rate Management Transaction
or any transaction of the type described in the definition of "Rate Management
Transactions," whether or not any Lender or Affiliate of a Lender is a party
thereto.

         7.12     Any Change of Control shall occur.

         7.13     The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that it has incurred,
pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer
Plan in an amount which, when aggregated

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<PAGE>

with all other amounts required to be paid to Multiemployer Plans by the
Borrower or any other member of the Controlled Group as withdrawal liability
(determined as of the date of such notification), exceeds $1,000,000 or requires
payments exceeding $1,000,000 per annum.

         7.14     The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if as a result of such reorganization or
termination the aggregate annual contributions of the Borrower and the other
members of the Controlled Group (taken as a whole) to all Multiemployer Plans
which are then in reorganization or being terminated have been or will be
increased, in the aggregate, over the amounts contributed to such Multiemployer
Plans for the respective plan years of such Multiemployer Plans immediately
preceding the plan year in which the reorganization or termination occurs by an
amount exceeding $1,000,000.

         7.15     The Borrower or any of its Subsidiaries shall (i) be the
subject of any proceeding or investigation pertaining to the release by the
Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous
waste or substance into the environment, or (ii) violate any Environmental Law,
which, in the case of an event described in clause (i) or clause (ii), has
resulted in liability to the Borrower or any of its Subsidiaries in an amount
equal to $3,000,000 or more, which liability is not paid, bonded or otherwise
discharged within 45 days or which is not stayed on appeal and being
appropriately contested in good faith.

         7.16     Other than pursuant to any transaction permitted by this
Agreement or consented to by the Required Lenders, any Loan Document shall fail
to remain in full force or effect or any action shall be taken or shall be
failed to be taken to discontinue or to assert the invalidity or
unenforceability of, or which results in the discontinuation or invalidity or
unenforceability of, any Loan Document or any Lien in favor of the
Administrative Agent under the Loan Documents, or such Lien shall not have the
priority contemplated by the Loan Documents.

         7.17     A Healthcare Event shall occur.

         7.18     The Borrower shall fail, on or before January 15, 2004, to
repay in full, and extinguish all of its obligations related to, the
Indebtedness under the Borrower's 6% Convertible Subordinated Notes.

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         8.1.     Acceleration.

         (i)      If any Default described in Section 7.6 or 7.7 occurs with
                  respect to the Borrower, the obligations of the Lenders to
                  make Loans hereunder and the obligation and power of the LC
                  Issuer to issue Facility LCs shall automatically terminate and
                  the Secured Obligations shall immediately become due and
                  payable without any election or action on the part of the
                  Administrative Agent, the LC Issuer or any Lender, and the
                  Borrower will be and become thereby unconditionally obligated,
                  without any further notice, act or demand, to pay the
                  Administrative Agent an

                                       69
<PAGE>

                  amount in immediately available funds, which funds shall be
                  held in the Facility LC Collateral Account, equal to the
                  difference of (x) the amount of LC Obligations at such time
                  less (y) the amount or deposit in the Facility LC Collateral
                  Account at such time which is free and clear of all rights and
                  claims of third parties and has not been applied against the
                  Obligations (the "Collateral Shortfall Amount"). If any other
                  Default occurs, the Required Lenders (or the Administrative
                  Agent with the consent of the Required Lenders) may (a)
                  terminate or suspend the obligations of the Lenders to make
                  Loans hereunder and the obligation and power of the LC Issuer
                  to issue Facility LCs, or declare the Secured Obligations to
                  be due and payable, or both, whereupon the Secured Obligations
                  shall become immediately due and payable, without presentment,
                  demand, protest or notice of any kind, all of which the
                  Borrower hereby expressly waives and (b) upon notice to the
                  Borrower and in addition to the continuing right to demand
                  payment of all amounts payable under this Agreement, make
                  demand on the Borrower to pay, and the Borrower will forthwith
                  upon such demand and without any further notice or act pay to
                  the Administrative Agent the Collateral Shortfall Amount which
                  funds shall be deposited in the Facility LC Collateral
                  Account.

         (ii)     If at any time while any Default is continuing, the
                  Administrative Agent determines that the Collateral Shortfall
                  Amount at such time is greater than zero, the Administrative
                  Agent may make demand on the Borrower to pay, and the Borrower
                  will, forthwith upon such demand and without any further
                  notice or act, pay to the Administrative Agent the Collateral
                  Shortfall Amount, which funds shall be deposited in the
                  Facility LC Collateral Account.

         (iii)    The Administrative Agent may at any time or from time to time
                  after funds are deposited in the Facility LC Collateral
                  Account, apply such funds to the payment of the Secured
                  Obligations and any other amounts as shall from time to time
                  have become due and payable by the Borrower to the Lenders or
                  the LC Issuer under the Loan Documents.

         (iv)     At any time while any Default is continuing, neither the
                  Borrower nor any Person claiming on behalf of or through the
                  Borrower shall have any right to withdraw any of the funds
                  held in the Facility LC Collateral Account. After all of the
                  Secured Obligations have been indefeasibly paid in full and
                  the Aggregate Revolving Loan Commitment and Aggregate Term
                  Loan Commitment have been terminated, any funds remaining in
                  the Facility LC Collateral Account shall be returned by the
                  Administrative Agent to the Borrower or paid to whomever may
                  be legally entitled thereto at such time.

         (v)      If, after acceleration of the maturity of the Obligations or
                  termination of the obligations of the Lenders to make Loans
                  and the obligation and power of the LC Issuer to issue
                  Facility LCs hereunder as a result of any Default (other than
                  any Default as described in Section 7.6 or 7.7 with respect to
                  the Borrower) and before any judgment or decree for the
                  payment of the Obligations due shall have been obtained or
                  entered, the Required Lenders (in their sole discretion) shall
                  so

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<PAGE>

                  direct, the Administrative Agent shall, by notice to the
                  Borrower, rescind and annul such acceleration and/or
                  termination.

         8.2.     Amendments. Subject to the provisions of this Section 8.2, the
Required Lenders (or the Administrative Agent with the consent in writing of the
Required Lenders) and the Borrower may enter into agreements supplemental hereto
for the purpose of adding or modifying any provisions to the Loan Documents or
changing in any manner the rights of the Lenders or the Borrower hereunder or
thereunder or waiving any Default hereunder or thereunder; provided, however,
that no such supplemental agreement shall, without the consent of all of the
Lenders:

                  8.2.1    Extend the Revolving Loan Termination Date, extend
         the final maturity of any Revolving Loan or extend the expiry date of
         any Facility LC to a date after the Revolving Loan Termination Date,
         extend the final maturity date of any Term Loan to a date after the
         Term Loan Maturity Date, or postpone any regularly scheduled payment of
         principal of any Loan or forgive all or any portion of the principal
         amount thereof, or any Reimbursement Obligation related thereto, or
         reduce the rate or extend the time of payment of interest or fees
         thereon or Reimbursement Obligations related thereto (other than (x) a
         waiver of the application of the default rate of interest pursuant to
         Section 2.11 hereof and (y) any reduction of the amount of or any
         extension of the payment date for the mandatory payments required under
         Section 2.2, in each case which shall only require the approval of the
         Required Lenders).

                  8.2.2    Reduce the percentage specified in the definition of
         Required Lenders or any other percentage of Lenders specified to be the
         applicable percentage in this Agreement to act on specified matters or
         amend the definition of "Pro Rata Share", "Revolving Loan Pro Rata
         Share" or "Term Loan Pro Rata Share".

                  8.2.3    Increase the amount of the Revolving Loan Commitment
         or Term Loan Commitment of any Lender hereunder or the commitment to
         issue Facility LCs, or permit the Borrower to assign its rights or
         obligations under this Agreement.

                  8.2.4    Amend this Section 8.2.

                  8.2.5    Other than in connection with a transaction permitted
         under this Agreement, release a material portion of the Collateral.

                  8.2.6    Other than in connection with a transaction permitted
         under this Agreement, release any Guarantor from its obligations
         thereunder.

No amendment of any provision of this Agreement relating to the Administrative
Agent shall be effective without the written consent of the Administrative
Agent. The Administrative Agent may waive payment of the fee required under
Section 12.3.3 without obtaining the consent of any other party to this
Agreement. No amendment of any provision of this Agreement relating to the Swing
Line Lender or any Swing Line Loan shall be effective without the written
consent of the Swing Line Lender. No amendment of any provision of this
Agreement relating to the LC Issuer shall be effective without the written
consent of the LC Issuer.

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<PAGE>

         8.3.     Preservation of Rights. No delay or omission of the Lenders,
the LC Issuer or the Administrative Agent to exercise any right under the Loan
Documents shall impair such right or be construed to be a waiver of any Default
or an acquiescence therein, and the making of a Credit Extension notwithstanding
the existence of a Default or Unmatured Default or the inability of the Borrower
to satisfy the conditions precedent to such Credit Extension shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by, or by the Administrative Agent with the consent of, the
requisite number of Lenders required pursuant to Section 8.2, and then only to
the extent in such writing specifically set forth. All remedies contained in the
Loan Documents or by law afforded shall be cumulative and all shall be available
to the Administrative Agent, the LC Issuer and the Lenders until all of the
Secured Obligations have been paid in full.

                                   ARTICLE IX

                               GENERAL PROVISIONS

         9.1.     Survival of Representations. All representations and
warranties of the Borrower contained in this Agreement shall survive the making
of the Credit Extensions herein contemplated.

         9.2.     Governmental Regulation. Anything contained in this Agreement
to the contrary notwithstanding, neither the LC Issuer nor any Lender shall be
obligated to extend credit to the Borrower in violation of any limitation or
prohibition provided by any applicable statute or regulation.

         9.3.     Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         9.4.     Entire Agreement. The Loan Documents embody the entire
agreement and understanding among the Borrower, the Administrative Agent, the LC
Issuer and the Lenders and supersede all prior agreements and understandings
among the Borrower, the Administrative Agent, the LC Issuer and the Lenders
relating to the subject matter thereof other than those contained in the fee
letter described in Section 10.13 which shall survive and remain in full force
and effect during the term of this Agreement.

         9.5.     Several Obligations; Benefits of this Agreement. The
respective obligations of the Lenders hereunder are several and not joint and no
Lender shall be the partner or agent of any other (except to the extent to which
the Administrative Agent is authorized to act as such). The failure of any
Lender to perform any of its obligations hereunder shall not relieve any other
Lender from any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns, provided,
however, that the parties hereto expressly agree that the Arranger shall enjoy
the benefits of the provisions of Sections 9.6, 9.10 and 10.11 to the

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<PAGE>

extent specifically set forth therein and shall have the right to enforce such
provisions on its own behalf and in its own name to the same extent as if it
were a party to this Agreement.

         9.6.     Expenses; Indemnification. (i) The Borrower shall reimburse
the Administrative Agent and the Arranger for any reasonable costs and
out-of-pocket expenses (including reasonable attorneys' and paralegals' fees and
time charges of attorneys for the Administrative Agent and expenses of and fees
for other advisors and professionals engaged by the Administrative Agent or the
Arranger) paid or incurred by the Administrative Agent or the Arranger in
connection with the investigation, preparation, negotiation, documentation,
execution, delivery, syndication, distribution (including, without limitation,
via the internet), review, amendment, modification and administration of the
Loan Documents. The Borrower also agrees to reimburse the Administrative Agent,
the Arranger, the LC Issuer and the Lenders for any reasonable costs, internal
charges and out-of-pocket expenses (including reasonable attorneys' and
paralegals' fees and time charges and expenses of attorneys and paralegals for
the Administrative Agent, the Arranger, the LC Issuer and the Lenders) paid or
incurred by the Administrative Agent, the Arranger, the LC Issuer or any Lender
in connection with the collection and enforcement of the Loan Documents.
Expenses being reimbursed by the Borrower under this Section include, without
limitation, the cost and expense of obtaining an appraisal of each parcel of
real property or interest in real property described in any relevant Collateral
Document, which appraisal shall be in conformity with the applicable
requirements of any law or any governmental rule, regulation, policy, guideline
or directive (whether or not having the force of law), or any interpretation
thereof, including, without limitation, the provisions of Title XI of FIRREA,
and any rules promulgated to implement such provisions and costs and expenses
incurred in connection with the Reports described in the following sentence. The
Borrower acknowledges that from time to time Bank One may prepare and may
distribute to the Lenders (but shall have no obligation or duty to prepare or to
distribute to the Lenders) certain audit reports (the "Reports") pertaining to
the Borrower's assets for internal use by Bank One from information furnished to
it by or on behalf of the Borrower, after Bank One has exercised its rights of
inspection pursuant to this Agreement.

                  (i)      The Borrower hereby further agrees to indemnify the
Administrative Agent, the Arranger, the LC Issuer, each Lender, their respective
affiliates, and each of their directors, officers and employees against all
losses, claims, damages, penalties, judgments, liabilities and expenses
(including, without limitation, all expenses of litigation or preparation
therefor whether or not the Administrative Agent, the Arranger, the LC Issuer,
any Lender or any affiliate is a party thereto, and all reasonable attorneys'
and paralegals' fees, time charges and expenses of attorneys and paralegals of
the party seeking indemnification) which any of them may pay or incur arising
out of or relating to this Agreement, the other Loan Documents, the transactions
contemplated hereby or the direct or indirect application or proposed
application of the proceeds of any Credit Extension hereunder except to the
extent that they are determined in a final non-appealable judgment by a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct of the party seeking indemnification. The obligations of the Borrower
under this Section 9.6 shall survive the termination of this Agreement.

         9.7.     Numbers of Documents. All statements, notices, closing
documents, and requests hereunder shall be furnished to the Administrative Agent
with sufficient counterparts so that the

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Administrative Agent may furnish one to each of the Lenders, to the extent that
the Administrative Agent deems appropriate.

         9.8.     Accounting. Except as provided to the contrary herein, all
accounting terms used in the calculation of any financial covenant or test shall
be interpreted and all accounting determinations hereunder in the calculation of
any financial covenant or test shall be made in accordance with Agreement
Accounting Principles. If any changes in generally accepted accounting
principles are hereafter required or permitted and are adopted by the Borrower
or any of its Subsidiaries with the agreement of its independent certified
public accountants and such changes result in a change in the method of
calculation of any of the financial covenants, tests, restrictions or standards
herein or in the related definitions or terms used therein ("Accounting
Changes"), the parties hereto agree, at the Borrower's request, to enter into
negotiations, in good faith, in order to amend such provisions in a credit
neutral manner so as to reflect equitably such changes with the desired result
that the criteria for evaluating the Borrower's and its Subsidiaries' financial
condition shall be the same after such changes as if such changes had not been
made; provided, however, until such provisions are amended in a manner
reasonably satisfactory to the Administrative Agent and the Required Lenders, no
Accounting Change shall be given effect in such calculations. In the event such
amendment is entered into, all references in this Agreement to Agreement
Accounting Principles shall mean generally accepted accounting principles as of
the date of such amendment. Notwithstanding the foregoing, all financial
statements to be delivered by the Borrower pursuant to Section 6.1 shall be
prepared in accordance with generally accepted accounting principles in effect
at such time.

         9.9.     Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         9.10.    Nonliability of Lenders. The relationship between the Borrower
on the one hand and the Lenders, the LC Issuer and the Administrative Agent on
the other hand shall be solely that of borrower and lender. Neither the
Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any
fiduciary responsibilities to the Borrower. Neither the Administrative Agent,
the Arranger, the LC Issuer nor any Lender undertakes any responsibility to the
Borrower to review or inform the Borrower of any matter in connection with any
phase of the Borrower's business or operations. The Borrower agrees that neither
the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have
liability to the Borrower (whether sounding in tort, contract or otherwise) for
losses suffered by the Borrower in connection with, arising out of, or in any
way related to, the transactions contemplated and the relationship established
by the Loan Documents, or any act, omission or event occurring in connection
therewith, unless it is determined in a final non-appealable judgment by a court
of competent jurisdiction that such losses resulted from the gross negligence or
willful misconduct of the party from which recovery is sought. Neither the
Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any
liability with respect to, and the Borrower hereby waives, releases and agrees
not to sue for, any special, indirect, consequential or punitive damages
suffered by the Borrower in connection with, arising out of, or in any way
related to the Loan Documents or the transactions contemplated thereby.

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         9.11.    Confidentiality. The Administrative Agent and each Lender
agrees to hold any confidential information which it may receive from the
Borrower in connection with this Agreement in confidence, except for disclosure
(i) to its Affiliates and to the Administrative Agent and any other Lender and
their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person as required in connection with
any legal proceeding to which it is a party, (vi) to its direct or indirect
contractual counterparties in swap agreements or to legal counsel, accountants
and other professional advisors to such counterparties, (vii) permitted by
Section 12.4, and (viii) to rating agencies if requested or required by such
agencies in connection with a rating relating to the Credit Extensions
hereunder. Without limiting Section 9.4, the Borrower agrees that the terms of
this Section 9.11 shall set forth the entire agreement between the Borrower and
each Lender (including the Administrative Agent) with respect to any
confidential information previously or hereafter received by such Lender in
connection with this Agreement, and this Section 9.11 shall supersede any and
all prior confidentiality agreements entered into by such Lender with respect to
such confidential information. Notwithstanding anything herein to the contrary,
confidential information shall not include, and each party hereto (and each
employee, representative or other agent of any party hereto) may disclose to any
and all Persons, without limitation of any kind, the U.S. federal income tax
treatment and U.S. federal income tax structure of the transactions contemplated
hereby and all materials of any kind (including opinions or other tax analyses)
that are or have been provided to such party relating to such tax treatment or
tax structure, and it is hereby confirmed that each party hereto has been
authorized to make such disclosures since the commencement of discussions
regarding the transactions contemplated hereby.

         9.12.    Lenders Not Utilizing Plan Assets. Each Lender represents and
warrants that none of the consideration used by such Lender to make its Credit
Extensions constitutes for any purpose of ERISA or Section 4975 of the Code
assets of any "plan" as defined in Section 3(3) of ERISA or Section 4975 of the
Code and the rights and interests of such Lender in and under the Loan Documents
shall not constitute such "plan assets" under ERISA.

         9.13.    Nonreliance. Each Lender hereby represents that it is not
relying on or looking to any margin stock (as defined in Regulation U) as
collateral in the extension or maintenance of the credit provided for herein.

         9.14.    Disclosure. The Borrower and each Lender, including the LC
Issuer, hereby acknowledge and agree that each Lender and/or its Affiliates from
time to time may hold investments in, make other loans to or have other
relationships with the Borrower and its Affiliates.

         9.15.    Performance of Obligations. The Borrower agrees that the
Administrative Agent may, but shall have no obligation to (i) at any time, pay
or discharge taxes, liens, security interests or other encumbrances levied or
placed on or threatened against any Collateral and (ii) after the occurrence and
during the continuance of a Default make any other payment or perform any act
required of the Borrower under any Loan Document or take any other action which
the Administrative Agent in its discretion deems necessary or desirable to
protect or preserve the Collateral, including, without limitation, any action to
(x) effect any repairs or obtain any

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insurance called for by the terms of any of the Loan Documents and to pay all or
any part of the premiums therefor and the costs thereof and (y) pay any rents
payable by the Borrower which are more than 30 days past due, or as to which the
landlord has given notice of termination, under any lease. The Administrative
Agent shall use its best efforts to give the Borrower notice of any action taken
under this Section 9.15 prior to the taking of such action or promptly
thereafter provided the failure to give such notice shall not affect the
Borrower's obligations in respect thereof. The Borrower agrees to pay the
Administrative Agent, upon demand, the principal amount of all funds advanced by
the Administrative Agent under this Section 9.15, together with interest thereon
at the rate from time to time applicable to Floating Rate Loans from the date of
such advance until the outstanding principal balance thereof is paid in full. If
the Borrower fails to make payment in respect of any such advance under this
Section 9.15 within one (1) Business Day after the date the Borrower receives
written demand therefor from the Administrative Agent, the Administrative Agent
shall promptly notify each Lender and each Lender agrees that it shall thereupon
make available to the Administrative Agent, in Dollars in immediately available
funds, the amount equal to such Lender's Pro Rata Share of such advance. If such
funds are not made available to the Administrative Agent by such Lender within
one (1) Business Day after the Administrative Agent's demand therefor, the
Administrative Agent will be entitled to recover any such amount from such
Lender together with interest thereon at the Federal Funds Effective Rate for
each day during the period commencing on the date of such demand and ending on
the date such amount is received. The failure of any Lender to make available to
the Administrative Agent its Pro Rata Share of any such unreimbursed advance
under this Section 9.15 shall neither relieve any other Lender of its obligation
hereunder to make available to the Administrative Agent such other Lender's Pro
Rata Share of such advance on the date such payment is to be made nor increase
the obligation of any other Lender to make such payment to the Administrative
Agent. All outstanding principal of, and interest on, advances made under this
Section 9.15 shall constitute Obligations secured by the Collateral until paid
in full by the Borrower.

         9.16.    USA Patriot Act Notification. The following notification is
provided to the Borrower pursuant to Section 326 of the USA Patriot Act of 2001,
31 U.S.C. Section 5318:

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the
government of the United States of America fight the funding of terrorism and
money laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each Person that opens an
account, including any deposit account, treasury management account, loan, other
extension of credit, or other financial services product. Accordingly, when the
Borrower opens an account, the Administrative Agent and the Lenders will ask for
the Borrower's name, tax identification number, business address, and other
information that will allow the Administrative Agent and the Lenders to identify
the Borrower. The Administrative Agent and the Lenders may also ask to see the
Borrower's legal organizational documents or other identifying documents.

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                                   ARTICLE X

                            THE ADMINISTRATIVE AGENT

         10.1.    Appointment; Nature of Relationship. Bank One, NA is hereby
appointed by each of the Lenders as its contractual representative (herein
referred to as the "Administrative Agent") hereunder and under each other Loan
Document, and each of the Lenders irrevocably authorizes the Administrative
Agent to act as the contractual representative of such Lender with the rights
and duties expressly set forth herein and in the other Loan Documents. The
Administrative Agent agrees to act as such contractual representative upon the
express conditions contained in this Article X. Notwithstanding the use of the
defined term "Administrative Agent," it is expressly understood and agreed that
the Administrative Agent shall not have any fiduciary responsibilities to any of
the Holders of Secured Obligations by reason of this Agreement or any other Loan
Document and that the Administrative Agent is merely acting as the contractual
representative of the Lenders with only those duties as are expressly set forth
in this Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Administrative Agent (i) does not hereby assume
any fiduciary duties to any of the Holders of Secured Obligations, (ii) is a
"representative" of the Holders of Secured Obligations within the meaning of the
term "secured party" as defined in the Kentucky Uniform Commercial Code and
(iii) is acting as an independent contractor, the rights and duties of which are
limited to those expressly set forth in this Agreement and the other Loan
Documents. Each of the Lenders, for itself and on behalf of its Affiliates as
Holders of Secured Obligations, hereby agrees to assert no claim against the
Administrative Agent on any agency theory or any other theory of liability for
breach of fiduciary duty, all of which claims each Holder of Secured Obligations
hereby waives.

         10.2.    Powers. The Administrative Agent shall have and may exercise
such powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent shall have no
implied duties or fiduciary duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Administrative Agent.

         10.3.    General Immunity. Neither the Administrative Agent nor any of
its directors, officers, agents or employees shall be liable to the Borrower, or
any Lender or Holder of Secured Obligations for any action taken or omitted to
be taken by it or them hereunder or under any other Loan Document or in
connection herewith or therewith except to the extent such action or inaction is
determined in a final, non-appealable judgment by a court of competent
jurisdiction to have arisen from the gross negligence or willful misconduct of
such Person.

         10.4.    No Responsibility for Loans, Recitals, etc. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or verify
(a) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (b) the performance or observance of any of
the covenants or agreements of any obligor under any Loan Document, including,
without limitation, any agreement by an obligor to furnish information directly
to each Lender; (c) the satisfaction of any condition specified in Article IV,
except receipt of items required to be

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<PAGE>

delivered solely to the Administrative Agent; (d) the existence or possible
existence of any Default or Unmatured Default; (e) the validity, enforceability,
effectiveness, sufficiency or genuineness of any Loan Document or any other
instrument or writing furnished in connection therewith; (f) the value,
sufficiency, creation, perfection or priority of any Lien in any Collateral; or
(g) the financial condition of the Borrower or any guarantor of any of the
Obligations or of any of the Borrower's or any such guarantor's respective
Subsidiaries. The Administrative Agent shall have no duty to disclose to the
Lenders information that is not required to be furnished by the Borrower to the
Administrative Agent at such time, but is voluntarily furnished by the Borrower
to the Administrative Agent (either in its capacity as Administrative Agent or
in its individual capacity).

         10.5.    Action on Instructions of Lenders. The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders (or all of the Lenders in the event
that and to the extent that this Agreement expressly requires such), and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders. The Lenders hereby acknowledge that the
Administrative Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this Agreement or any
other Loan Document unless it shall be requested in writing to do so by the
Required Lenders (or all of the Lenders in the event that and to the extent that
this Agreement expressly requires such). The Administrative Agent shall be fully
justified in failing or refusing to take any action hereunder and under any
other Loan Document unless it shall first be indemnified to its satisfaction by
the Lenders pro rata against any and all liability, cost and expense that it may
incur by reason of taking or continuing to take any such action.

         10.6.    Employment of Agents and Counsel. The Administrative Agent may
execute any of its duties as Administrative Agent hereunder and under any other
Loan Document by or through employees, agents, and attorneys-in-fact and shall
not be answerable to the Lenders, except as to money or securities received by
it or its authorized agents, for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. The Administrative Agent
shall be entitled to advice of counsel concerning the contractual arrangement
between the Administrative Agent and the Lenders and all matters pertaining to
the Administrative Agent's duties hereunder and under any other Loan Document.

         10.7.    Reliance on Documents; Counsel. The Administrative Agent shall
be entitled to rely upon any Note, notice, consent, certificate, affidavit,
letter, telegram, facsimile, telex, electronic mail message, statement, paper or
document believed by it to be genuine and correct and to have been signed or
sent by the proper person or persons, and, in respect to legal matters, upon the
opinion of counsel selected by the Administrative Agent, which counsel may be
employees of the Administrative Agent. For purposes of determining compliance
with the conditions specified in Sections 4.1 and 4.2, 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
applicable date specifying its objection thereto.

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<PAGE>

         10.8.    Administrative Agent's Reimbursement and Indemnification. The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to the Lenders' Pro Rata Shares (i) for any amounts not reimbursed by
the Borrower for which the Administrative Agent is entitled to reimbursement by
the Borrower under the Loan Documents, (ii) for any other expenses incurred by
the Administrative Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents (including, without limitation, for any expenses incurred by the
Administrative Agent in connection with any dispute between the Administrative
Agent and any Lender or between two or more of the Lenders) and (iii) for any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Administrative Agent in any way
relating to or arising out of the Loan Documents or any other document delivered
in connection therewith or the transactions contemplated thereby (including,
without limitation, for any such amounts incurred by or asserted against the
Administrative Agent in connection with any dispute between the Administrative
Agent and any Lender or between two or more of the Lenders), or the enforcement
of any of the terms of the Loan Documents or of any such other documents,
provided that (i) no Lender shall be liable for any of the foregoing to the
extent any of the foregoing is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of the Administrative Agent and (ii) any indemnification
required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of
this Section 10.8, be paid by the relevant Lender in accordance with the
provisions thereof. The obligations of the Lenders under this Section 10.8 shall
survive payment of the Secured Obligations and termination of this Agreement.

         10.9.    Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Unmatured
Default hereunder unless the Administrative Agent has received written notice
from a Lender or the Borrower referring to this Agreement describing such
Default or Unmatured Default and stating that such notice is a "notice of
default". In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the Lenders.

         10.10.   Rights as a Lender. In the event the Administrative Agent is a
Lender, the Administrative Agent shall have the same rights and powers hereunder
and under any other Loan Document with respect to its Revolving Loan Commitment
and its Credit Extensions as any Lender and may exercise the same as though it
were not the Administrative Agent, and the term "Lender" or "Lenders" shall, at
any time when the Administrative Agent is a Lender, unless the context otherwise
indicates, include the Administrative Agent in its individual capacity. The
Administrative Agent and its Affiliates may accept deposits from, lend money to,
and generally engage in any kind of trust, debt, equity or other transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Borrower or any of its Subsidiaries in which the Borrower or such
Subsidiary is not restricted hereby from engaging with any other Person. The
Administrative Agent, in its individual capacity, is not obligated to remain a
Lender.

         10.11.   Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, the Arranger
or any other Lender and based on the financial statements prepared by the
Borrower and such other documents and information

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<PAGE>

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

         10.12.   Successor Administrative Agent. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Borrower, such resignation to be effective upon the appointment of a successor
Administrative Agent or, if no successor Administrative Agent has been
appointed, forty-five days after the retiring Administrative Agent gives notice
of its intention to resign. The Administrative Agent may be removed at any time
with or without cause by written notice received by the Administrative Agent
from the Required Lenders, such removal to be effective on the date specified by
the Required Lenders. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint, on behalf of the Borrower and the Lenders, a
successor Administrative Agent from among the Lenders, to the extent a Lender is
willing to act in such capacity, or, if no Lender is willing to so act, another
Person and in each case, so long as no Unmatured Default or Default has occurred
and is then continuing, with the prior consent of the Borrower. If no successor
Administrative Agent shall have been so appointed by the Required Lenders within
thirty days after the resigning Administrative Agent's giving notice of its
intention to resign, then the resigning Administrative Agent may appoint, on
behalf of the Borrower and the Lenders, a successor Administrative Agent from
among the Lenders, to the extent a Lender is willing to act in such capacity,
or, if no Lender is willing to so act, another Person and in each case, so long
as no Unmatured Default or Default has occurred and is continuing, with the
prior consent of the Borrower. Notwithstanding the previous sentence, the
Administrative Agent may at any time without the consent of the Borrower or any
Lender, appoint any of its Affiliates which is a commercial bank as a successor
Administrative Agent hereunder. If the Administrative Agent has resigned or been
removed and no successor Administrative Agent has been appointed, the Lenders
may perform all the duties of the Administrative Agent hereunder and the
Borrower shall make all payments in respect of the Obligations to the applicable
Lender and for all other purposes shall deal directly with the Lenders. No
successor Administrative Agent shall be deemed to be appointed hereunder until
such successor Administrative Agent has accepted the appointment. Any such
successor Administrative Agent shall be a commercial bank having capital and
retained earnings of at least $100,000,000. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the resigning or
removed Administrative Agent. Upon the effectiveness of the resignation or
removal of the Administrative Agent, the resigning or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the Loan Documents. After the effectiveness of the resignation or removal of an
Administrative Agent, the provisions of this Article X shall continue in effect
for the benefit of such Administrative Agent in respect of any actions taken or
omitted to be taken by it while it was acting as the Administrative Agent
hereunder and under the other Loan Documents. In the event that there is a
successor to the Administrative Agent by merger, or the Administrative Agent
assigns its duties and obligations to an Affiliate pursuant to this Section
10.12, then the term "Prime Rate" as used in this Agreement shall mean the prime
rate, base rate or other analogous rate of the new Administrative Agent.

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<PAGE>

         10.13.   Administrative Agent and Arranger Fees. The Borrower agrees to
pay to the Administrative Agent and the Arranger, for their respective accounts,
the fees agreed to by the Borrower, the Administrative Agent and the Arranger
pursuant to that certain letter agreement dated November 5, 2003, or as
otherwise agreed from time to time.

         10.14.   Delegation to Affiliates. The Borrower and the Lenders agree
that the Administrative Agent may delegate any of its duties under this
Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's
directors, officers, agents and employees) which performs duties in connection
with this Agreement shall be entitled to the same benefits of the
indemnification, waiver and other protective provisions to which the
Administrative Agent is entitled under Articles IX and X.

         10.15.   Co-Agents, Documentation Agent, Syndication Agents, etc.
Neither any of the Lenders identified in this Agreement as a "co-agent" nor the
Documentation Agent or the Syndication Agents shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such. Without limiting the foregoing, none of
such Lenders shall have or be deemed to have a fiduciary relationship with any
Lender. Each Lender hereby makes the same acknowledgments with respect to such
Lenders as it makes with respect to the Agent in Section 10.11.

         10.16.   Collateral Documents. (a) Each Lender authorizes the
Administrative Agent to enter into each of the Collateral Documents to which it
is a party and to take all action contemplated by such documents. Each Lender
agrees that no Holder of Secured Obligations (other than the Administrative
Agent) shall have the right individually to seek to realize upon the security
granted by any Collateral Document, it being understood and agreed that such
rights and remedies may be exercised solely by the Administrative Agent for the
benefit of the Holders of Secured Obligations upon the terms of the Collateral
Documents.

                  (b)      In the event that any Collateral is hereafter pledged
by any Person as collateral security for the Secured Obligations, the
Administrative Agent is hereby authorized to execute and deliver on behalf of
the Holders of Secured Obligations any Loan Documents necessary or appropriate
to grant and perfect a Lien on such Collateral in favor of the Administrative
Agent on behalf of the Holders of Secured Obligations.

                  (c)      The Lenders hereby authorize the Administrative
Agent, at its option and in its discretion, to release any Lien granted to or
held by the Administrative Agent upon any Collateral (i) upon termination of the
Revolving Loan Commitments, Term Loan Commitments and payment and satisfaction
of all of the Obligations (other than contingent indemnity obligations and Rate
Management Obligations) at any time arising under or in respect of this
Agreement or the Loan Documents or the transactions contemplated hereby or
thereby; (ii) as permitted by, but only in accordance with, the terms of the
applicable Loan Document; or (iii) if approved, authorized or ratified in
writing by the Required Lenders, unless such release is required to be approved
by all of the Lenders hereunder. Upon request by the Administrative Agent at any
time, the Lenders will confirm in writing the Administrative Agent's authority
to release particular types or items of Collateral pursuant to this Section
10.16.

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<PAGE>

                  (d)      Upon any sale or transfer of assets constituting
Collateral which is permitted pursuant to the terms of any Loan Document, or
consented to in writing by the Required Lenders or all of the Lenders, as
applicable, and upon at least five Business Days' prior written request by the
Borrower to the Administrative Agent, the Administrative Agent shall (and is
hereby irrevocably authorized by the Lenders to) execute such documents as may
be necessary to evidence the release of the Liens granted to the Administrative
Agent for the benefit of the Holders of Secured Obligations herein or pursuant
hereto upon the Collateral that was sold or transferred; provided, however, that
(i) the Administrative Agent shall not be required to execute any such document
on terms which, in the Administrative Agent's opinion, would expose the
Administrative Agent to liability or create any obligation or entail any
consequence other than the release of such Liens without recourse or warranty,
and (ii) such release shall not in any manner discharge, affect or impair the
Secured Obligations or any Liens upon (or obligations of the Borrower or any
Subsidiary in respect of) all interests retained by the Borrower or any
Subsidiary, including (without limitation) the proceeds of the sale, all of
which shall continue to constitute part of the Collateral.

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS

         11.1.    Setoff. In addition to, and without limitation of, any rights
of the Lenders under applicable law, if the Borrower becomes insolvent, however
evidenced, or any other Default occurs, any and all deposits (including all
account balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of the Borrower may
be offset and applied toward the payment of the Secured Obligations owing to
such Lender, whether or not the Secured Obligations, or any part thereof, shall
then be due.

         11.2.    Ratable Payments. If any Lender, whether by setoff or
otherwise, has payment made to it upon its Outstanding Revolving Credit Exposure
or its Term Loans (other than payments received pursuant to Section 3.1, 3.2,
3.4 or 3.5) in a greater proportion than that received by any other Lender, such
Lender agrees, promptly upon demand, to purchase a participation in the
Aggregate Outstanding Revolving Credit Exposure and Term Loans held by the other
Lenders so that after such purchase each Lender will hold its Pro Rata Share,
Revolving Loan Pro Rata Share and Term Loan Pro Rata Share. If any Lender,
whether in connection with setoff or amounts which might be subject to setoff or
otherwise, receives collateral or other protection for its Obligations or such
amounts which may be subject to setoff, such Lender agrees, promptly upon
demand, to take such action necessary such that all Lenders share in the
benefits of such collateral ratably in proportion to their respective Pro Rata
Shares. In case any such payment is disturbed by legal process, or otherwise,
appropriate further adjustments shall be made.

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                                  ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         12.1.    Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower, the
Administrative Agent and the Lenders and their respective successors and assigns
permitted hereby, except that (i) the Borrower shall not have the right to
assign its rights or obligations under the Loan Documents without the prior
written consent of each Lender, (ii) any assignment by any Lender must be made
in compliance with Section 12.3, and (iii) any transfer by Participation must be
made in compliance with Section 12.2. Any attempted assignment or transfer by
any party not made in compliance with this Section 12.1 shall be null and void,
unless such attempted assignment or transfer is treated as a participation in
accordance with Section 12.3.2. The parties to this Agreement acknowledge that
clause (ii) of this Section 12.1 relates only to absolute assignments and this
Section 12.1 does not prohibit assignments creating security interests,
including, without limitation, (x) any pledge or assignment by any Lender of all
or any portion of its rights under this Agreement and any Note to a Federal
Reserve Bank, (y) in the case of a Lender which is a Fund, any pledge or
assignment of all or any portion of its rights under this Agreement and any Note
to its trustee in support of its obligations to its trustee or (z) any pledge or
assignment by any Lender of all or any portion of its rights under this
Agreement and any Note to direct or indirect contractual counterparties in swap
agreements relating to the Loans; provided, however, that no such pledge or
assignment creating a security interest shall release the transferor Lender from
its obligations hereunder unless and until the parties thereto have complied
with the provisions of Section 12.3. The Administrative Agent may treat the
Person which made any Loan or which holds any Note as the owner thereof for all
purposes hereof unless and until such Person complies with Section 12.3;
provided, however, that the Administrative Agent may in its discretion (but
shall not be required to) follow instructions from the Person which made any
Loan or which holds any Note to direct payments relating to such Loan or Note to
another Person. Any assignee of the rights to any Loan or any Note agrees by
acceptance of such assignment to be bound by all the terms and provisions of the
Loan Documents. Any request, authority or consent of any Person, who at the time
of making such request or giving such authority or consent is the owner of the
rights to any Loan (whether or not a Note has been issued in evidence thereof),
shall be conclusive and binding on any subsequent holder or assignee of the
rights to such Loan.

         12.2.    Participations.

                  12.2.1   Permitted Participants; Effect. Any Lender may at any
         time sell to one or more banks or other entities ("Participants")
         participating interests in any Outstanding Revolving Credit Exposure of
         such Lender, any Term Loans of such Lender, any Note held by such
         Lender, any Revolving Loan Commitment of such Lender or any other
         interest of such Lender under the Loan Documents. In the event of any
         such sale by a Lender of participating interests to a Participant, such
         Lender's obligations under the Loan Documents shall remain unchanged,
         such Lender shall remain solely responsible to the other parties hereto
         for the performance of such obligations, such Lender shall remain the
         owner of its Outstanding Revolving Credit Exposure and Term Loans and
         the holder of any Note issued to it in evidence thereof for all
         purposes under the Loan Documents,

                                       83
<PAGE>

         all amounts payable by the Borrower under this Agreement shall be
         determined as if such Lender had not sold such participating interests,
         and the Borrower and the Administrative Agent shall continue to deal
         solely and directly with such Lender in connection with such Lender's
         rights and obligations under the Loan Documents.

                  12.2.2   Voting Rights. Each Lender shall retain the sole
         right to approve, without the consent of any Participant, any
         amendment, modification or waiver of any provision of the Loan
         Documents other than any amendment, modification or waiver with respect
         to any Credit Extension or Revolving Loan Commitment in which such
         Participant has an interest which would require consent of all of the
         Lenders pursuant to the terms of Section 8.2 or of any other Loan
         Document.

                  12.2.3   Benefit of Certain Provisions. The Borrower agrees
         that each Participant shall be deemed to have the right of setoff
         provided in Section 11.1 in respect of its participating interest in
         amounts owing under the Loan Documents to the same extent as if the
         amount of its participating interest were owing directly to it as a
         Lender under the Loan Documents, provided that each Lender shall retain
         the right of setoff provided in Section 11.1 with respect to the amount
         of participating interests sold to each Participant. The Lenders agree
         to share with each Participant, and each Participant, by exercising the
         right of setoff provided in Section 11.1, agrees to share with each
         Lender, any amount received pursuant to the exercise of its right of
         setoff, such amounts to be shared in accordance with Section 11.2 as if
         each Participant were a Lender. The Borrower further agrees that each
         Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4
         and 3.5 to the same extent as if it were a Lender and had acquired its
         interest by assignment pursuant to Section 12.3, provided that (i) a
         Participant shall not be entitled to receive any greater payment under
         Section 3.1, 3.2 or 3.5 than the Lender who sold the participating
         interest to such Participant would have received had it retained such
         interest for its own account, unless the sale of such interest to such
         Participant is made with the prior written consent of the Borrower, and
         (ii) any Participant not incorporated under the laws of the United
         States of America or any State thereof agrees to comply with the
         provisions of Section 3.5 to the same extent as if it were a Lender.

         12.3.    Assignments.

                  12.3.1   Permitted Assignments. Any Lender may at any time
         assign to one or more banks or other entities ("Purchasers") all or any
         part of its rights and obligations under the Loan Documents. Such
         assignment shall be evidenced by an agreement substantially in the form
         of Exhibit C or in such other form as may be agreed to by the parties
         thereto (each such agreement, an "Assignment Agreement"). Each such
         assignment with respect to a Purchaser which is not a Lender or an
         Affiliate of a Lender or an Approved Fund shall either be in an amount
         equal to the entire applicable Revolving Loan Commitment, Term Loan
         Commitment and Outstanding Revolving Credit Exposure and/or Term Loans,
         as applicable, of the assigning Lender or (unless each of the Borrower
         and the Administrative Agent otherwise consents) be in an aggregate
         amount not less than $5,000,000. The amount of the assignment shall be
         based on the Revolving Loan Commitment, Term Loan Commitment,
         Outstanding Revolving Credit Exposure (if the Revolving Loan Commitment
         has been terminated) and/or

                                       84
<PAGE>

         outstanding Term Loans (if the Term Loan Commitment has been
         terminated), as applicable, subject to the assignment, determined as of
         the date of such assignment or as of the "Trade Date," if the "Trade
         Date" is specified in the Assignment Agreement.

                  12.3.2   Consents. The consent of the Borrower shall be
         required prior to an assignment becoming effective unless the Purchaser
         is a Lender, an Affiliate of a Lender or an Approved Fund, provided
         that the consent of the Borrower shall not be required if (i) a Default
         has occurred and is continuing or (ii) if such assignment is in
         connection with the physical settlement of any Lender's obligations to
         direct or indirect contractual counterparties in swap agreements
         relating to the Loans. The consent of the Administrative Agent shall be
         required prior to an assignment becoming effective unless the Purchaser
         is a Lender, an Affiliate of a Lender or an Approved Fund. Any consent
         required under this Section 12.3.2 shall not be unreasonably withheld
         or delayed.

                  12.3.3   Effect; Effective Date. Upon (i) delivery to the
         Administrative Agent of an Assignment Agreement, together with any
         consents required by Sections 12.3.1 and 12.3.2, and (ii) payment of a
         $3,500 fee to the Administrative Agent for processing such assignment
         (unless such fee is waived by the Administrative Agent), such
         assignment shall become effective on the effective date specified in
         such assignment. The Assignment Agreement shall contain a
         representation by the Purchaser to the effect that none of the
         consideration used to make the purchase of the Revolving Loan
         Commitment and Outstanding Revolving Credit Exposure and/or Term Loans,
         as applicable, under the applicable Assignment Agreement constitutes
         "plan assets" as defined under ERISA and that the rights and interests
         of the Purchaser in and under the Loan Documents will not be "plan
         assets" under ERISA. On and after the effective date of such
         assignment, such Purchaser shall for all purposes be a Lender party to
         this Agreement and any other Loan Document executed by or on behalf of
         the Lenders and shall have all the rights and obligations of a Lender
         under the Loan Documents, to the same extent as if it were an original
         party thereto, and the transferor Lender shall be released with respect
         to the Revolving Loan Commitment and Outstanding Revolving Credit
         Exposure and/or Term Loans, as applicable, assigned to such Purchaser
         without any further consent or action by the Borrower, the Lenders or
         the Administrative Agent. In the case of an assignment covering all of
         the assigning Lender's rights and obligations under this Agreement,
         such Lender shall cease to be a Lender hereunder but shall continue to
         be entitled to the benefits of, and subject to, those provisions of
         this Agreement and the other Loan Documents which survive payment of
         the Obligations and termination of the applicable agreement. Any
         assignment or transfer by a Lender of rights or obligations under this
         Agreement that does not comply with this Section 12.3 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 Section
         12.2. Upon the consummation of any assignment to a Purchaser pursuant
         to this Section 12.3.3, the transferor Lender, the Administrative Agent
         and the Borrower shall, if the transferor Lender or the Purchaser
         desires that its Loans be evidenced by Notes, make appropriate
         arrangements so that new Notes or, as appropriate, replacement Notes
         are issued to such transferor Lender, if applicable, and new Notes or,
         as appropriate, replacement Notes, are issued to such Purchaser, in
         each case in principal amounts reflecting their respective Revolving
         Loan Commitments (or, if the Revolving Loan Termination Date has
         occurred, their respective Outstanding Revolving Credit

                                       85
<PAGE>

         Exposure) or Term Loan Commitments (or, if the Term Loan Commitments
         have been terminated, outstanding Term Loans), as applicable, as
         adjusted pursuant to such assignment.

                  12.3.4   Register. The Administrative Agent, acting solely for
         this purpose as an agent of the Borrower, shall maintain at one of its
         offices in Chicago, Illinois a copy of each Assignment Agreement
         delivered to it and a register for the recordation of the names and
         addresses of the Lenders, and the Revolving Loan Commitments of, and
         principal amounts of the Credit Extensions owing to, each Lender
         pursuant to the terms hereof from time to time (the "Register"). The
         entries in the Register shall be conclusive, and the Borrower, the
         Administrative Agent and the Lenders may treat each Person whose name
         is recorded in the Register pursuant to the terms hereof as a Lender
         hereunder for all purposes of this Agreement, notwithstanding notice to
         the contrary. The Register shall be available for inspection by the
         Borrower at any reasonable time and from time to time upon reasonable
         prior notice.

         12.4.    Dissemination of Information. The Borrower authorizes each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "Transferee") and
any prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its Subsidiaries, including
without limitation any information contained in any Reports; provided that each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

         12.5.    Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is not incorporated under the laws of the
United States or any State thereof, the transferor Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply with
the provisions of Section 3.5(iv).

                                  ARTICLE XIII

                                     NOTICES

         13.1.    Notices; Effectiveness; Electronic Communication

                  13.1.1   Notices Generally. Except in the case of notices and
         other communications expressly permitted to be given by telephone (and
         except as provided in Section 13.1.2 below), all notices and other
         communications provided for herein shall be in writing and shall be
         delivered by hand or overnight courier service, mailed by certified or
         registered mail or sent by telecopier as follows:

                  (i)      if to the Borrower, at its address or telecopier
                           number set forth on the signature page hereof;

                  (ii)     if to the Administrative Agent, at its address or
                           telecopier number set forth on the signature page
                           hereof;

                                       86
<PAGE>

                  (iii)    if to the LC Issuer, at its address or telecopier
                           number set forth on the signature page hereof;

                  (iv)     if to a Lender, to it at its address (or telecopier
                           number) set forth in its Administrative
                           Questionnaire.

         Notices sent by hand or overnight courier service, or mailed by
         certified or registered mail, shall be deemed to have been given when
         received; notices sent by telecopier shall be deemed to have been given
         when sent (except that, if not given during normal business hours for
         the recipient, shall be deemed to have been given at the opening of
         business on the next Business Day for the recipient). Notices delivered
         through electronic communications to the extent provided in Section
         13.1.2 below, shall be effective as provided in said Section 13.1.2.

                  13.1.2   Electronic Communications. Notices and other
         communications to the Lenders and the LC Issuer hereunder may be
         delivered or furnished by electronic communication (including e-mail
         and internet or intranet websites) pursuant to procedures approved by
         the Administrative Agent or as otherwise determined by the
         Administrative Agent, provided that the foregoing shall not apply to
         notices to any Lender or the LC Issuer pursuant to Article II if such
         Lender or the LC Issuer, as applicable, has notified the Administrative
         Agent that it is incapable of receiving notices under such Article by
         electronic communication. The Administrative Agent or the Borrower may,
         in its respective discretion, agree to accept notices and other
         communications to it hereunder by electronic communications pursuant to
         procedures approved by it or as it otherwise determines, provided that
         such determination or approval may be limited to particular notices or
         communications. Unless the Administrative Agent otherwise prescribes,
         (i) notices and other communications sent to an e-mail address shall be
         deemed received upon the sender's receipt of an acknowledgement from
         the intended recipient (such as by the "return receipt requested"
         function, as available, return e-mail or other written
         acknowledgement), provided that if such notice or other communication
         is not given -------- during the normal business hours of the
         recipient, such notice or communication shall be deemed to have been
         given at the opening of business on the next Business Day for the
         recipient, and (ii) notices or communications posted to an Internet or
         intranet website shall be deemed received upon the deemed receipt by
         the intended recipient at its e-mail address as described in the
         foregoing clause (i) of notification that such notice or communication
         is available and identifying the website address therefor.

         13.2.    Change of Address, Etc. Any party hereto may change its
address or telecopier number for notices and other communications hereunder by
notice to the other parties hereto.

                                  ARTICLE XIV

         COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION

         14.1.    Counterparts; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an

                                       87
<PAGE>

original, but all of which when taken together shall constitute a single
contract. Except as provided in Article IV, this Agreement shall become
effective when it shall have been executed by the Borrower, the Administrative
Agent, the LC Issuer and the Lenders and when the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the
signatures of each of such parties hereto, and thereafter shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

         14.2.    Electronic Execution of Assignments. The words "execution,"
"signed," "signature," and words of like import in any Assignment Agreement
shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, or any other state laws based on the Uniform Electronic
Transactions Act.

                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

         15.1     CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING
A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF KENTUCKY, BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

         15.2     CONSENT TO JURISDICTION. EACH PARTY HERETO HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
KENTUCKY STATE COURT SITTING IN LOUISVILLE, KENTUCKY IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH SUCH PARTY HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE LC ISSUER,
ANY LENDER OR ANY HOLDER OF SECURED OBLIGATIONS TO BRING PROCEEDINGS AGAINST THE
BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

         15.3     WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT,
THE LC ISSUER, EACH LENDER, AND EACH OTHER HOLDER OF SECURED OBLIGATIONS HEREBY
WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY

                                       88
<PAGE>

WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.

                            [SIGNATURE PAGES FOLLOW]

                                       89
<PAGE>

         IN WITNESS WHEREOF, the Borrower, the Lenders, the LC Issuer and the
Administrative Agent have executed this Agreement as of the date first above
written.

                                 RES-CARE, INC.,
                                 as the Borrower

                                 By: /s/ L. Bryan Shaul
                                     ----------------------------------------
                                 Print  Name: L. Bryan Shaul
                                 Title: Chief Financial Officer
                                        10140 Linn Station Road
                                        Louisville, Kentucky  40202
                                 Attention:_____________________________
                                           Telephone: (  )
                                           FAX: (  )

                                 BANK ONE, NA, (MAIN OFFICE
                                 CHICAGO), as a Lender, as Swing Line
                                 Lender, as LC Issuer, and as Administrative
                                 Agent

                                 By: /s/ Thelma B. Ferguson
                                     ----------------------------------------
                                 Name:  Thelma B. Ferguson
                                 Title: First Vice President
                                        1 Bank One Plaza
                                        Chicago, Illinois  60670
                                 Attention:_____________________________
                                          Telephone: (312)
                                          FAX: (312)
                                          email:

                                SIGNATURE PAGE TO
                                 RES-CARE, INC.
                                CREDIT AGREEMENT
                                  DECEMBER 2003

<PAGE>

                                 MERRILL LYNCH CAPITAL,
                                 as Syndication Agent and as a Lender

                                 By: /s/ William D. Gould
                                     -----------------------------------
                                 Name:  William D. Gould
                                 Title: Vice President

                                 MERRILL LYNCH CAPITAL
                                 222 N. LASALLE ST.
                                 14th FL
                                 Chicago, IL 60601

                                 Attention: PAULLA BERRY
                                 Phone:     312-750-6136
                                 Fax:       312-750-6226
                                 E-mail:    pberry@exchange.ML.com

<PAGE>

                                 NATIONAL CITY BANK OF KENTUCKY,
                                 as Syndication Agent and as a Lender

                                 By: /s/ Deroy Scott
                                     -----------------------------------
                                 Name:  Deroy Scott
                                 Title: Senior Vice President

                                 101 S First St
                                 31T37M
                                 Louiaville KY 40201

                                 Attn:  Deroy Scott
                                 Phone: 502-581-7821
                                 Fax:   502-581-79042
                                 E-mail: deroy.scott@nationalcity.com

                                SIGNATURE PAGE TO
                                 RES-CARE, INC.
                                CREDIT AGREEMENT
                                  DECEMBER 2003

<PAGE>

                                 GENERAL ELECTRIC CAPITAL CORPORATION,
                                 as Documentation Agent and as a Lender

                                 By:     /s/ George S. Attmore III
                                     -----------------------------------
                                 Name:  George S. Attmore III
                                 Title: Duly Authorized Signatory

                                 500 West Monsol
                                 Chicago, IL
                                 60664-3671

                                 Attention: Matthew Nels
                                 Phone:     312-441-7697
                                 Fax:       312-441-7598
                                 E-mail:    matthew.nels@ge.com

                                SIGNATURE PAGE TO
                                 RES-CARE, INC.
                                CREDIT AGREEMENT
                                  DECEMBER 2003

<PAGE>

                                 U.S. BANK NATIONAL ASSOCIATION, as a
                                 Lender

                                 By: /s/ Toby B. Rau
                                     -----------------------------------
                                 Name:  Toby B. Rau
                                 Title: Vice President

                                 One Financial Square
                                 Louisville, KY 40202-3322

                                 Attention: ResCare Relationship Manager
                                 Phone:     (502) 562-6648
                                 Fax:       (502) 562-6460
                                 E-mail:    toby.rau@usbank.com

                                SIGNATURE PAGE TO
                                 RES-CARE, INC.
                                CREDIT AGREEMENT
                                  DECEMBER 2003

<PAGE>

                                 FIFTH THIRD BANK, KENTUCKY, INC., as a
                                 Lender

                                 By: /s/ Edward B. Martin
                                     -----------------------------------
                                 Name:  Edward B. Martin
                                 Title: Vice President

                                 Fifth Third Center
                                 401 S. 4th Avenue
                                 Louisville, Kentucky 40202-3411

                                 Attention:  Edward B. Martin, Vice President
                                 Phone:      502-562-5536
                                 Fax:        502-562-5540
                                 E-mail:     ed.martin@53.com

                                SIGNATURE PAGE TO
                                 RES-CARE, INC.
                                CREDIT AGREEMENT
                                  DECEMBER 2003

<PAGE>

                                 BRANCH BANKING AND TRUST
                                 COMPANY, as a Lender

                                 By: /s/ Frank R. Eckerd
                                     -----------------------------------
                                 Name:  Frank R. Eckerd
                                 Title: Senior Vice President

                                 Branch Banking and Trust Company
                                 500 W. Broadway
                                 Louisville, Kentucky 40202

                                 Attention: Frank R. Eckerd
                                 Phone:     502-562-5877
                                 Fax:       502-562-6990
                                 E-mail:    feckerd@bbandt.com

                                SIGNATURE PAGE TO
                                 RES-CARE, INC.
                                CREDIT AGREEMENT
                                  DECEMBER 2003

<PAGE>

                                 OLD NATIONAL BANK, as a Lender

                                 By: /S/ Darrin V. McCavley
                                     -----------------------------------
                                 Name:  DARRIN V. McCAVLEY
                                 Title: Senior Vice President

                                 OLD NATIONAL BANK
                                 6040 DUTCHMANS LANE, SUITE 150
                                 LOUISVILLE KY 40205

                                 Attention: DARRIN V. McCAVLEY
                                 Phone:     502 452-9993
                                 Fax:       502 452-1215
                                 E-mail:    DARRIN_CCAVLEY@OLDNATIONAL.COM

                               SIGNATURE PAGE TO
                                 RES-CARE, INC.
                                CREDIT AGREEMENT
                                 DECEMBER 2003

<PAGE>

                               COMMITMENT SCHEDULE

                           REVOLVING LOAN COMMITMENTS

<TABLE>
<CAPTION>
                                         AMOUNT OF REVOLVING LOAN     % OF AGGREGATE REVOLVING
          LENDER                                COMMITMENT                LOAN COMMITMENT
---------------------------              ------------------------     ------------------------
<S>                                      <C>                          <C>
Bank One, NA                             $          20,740,740.74              20.74%

Merrill Lynch Capital                    $          15,555,555.56              15.56%

National City Bank of                    $          15,555,555.56              15.56%
Kentucky

General Electric Capital                 $          15,555,555.56              15.56%
Corporation

U.S. Bank National                       $          14,074,074.07              14.07%
Association

Fifth Third Bank, Kentucky,              $           7,407,407.41               7.41%
Inc.

Branch Banking and Trust                 $           7,407,407.41               7.41%
Company

Old National Bank                        $           3,703,703.70               3.70%

TOTAL                                    $         100,000,000.00                100%
</TABLE>

                    [TERM LOAN COMMITMENTS ON FOLLOWING PAGE]

<PAGE>

                              TERM LOAN COMMITMENTS

<TABLE>
<CAPTION>
                                         AMOUNT OF TERM LOAN          % OF AGGREGATE TERM
          LENDER                             COMMITMENT                 LOAN COMMITMENT
---------------------------              -------------------          -------------------
<S>                                      <C>                          <C>
Bank One, NA                             $      7,259,259.26                20.74%

Merrill Lynch Capital                    $      5,444,444.44                15.56%

National City Bank of                    $      5,444,444.44                15.56%
Kentucky

General Electric Capital                 $      5,444,444.44                15.56%
Corporation

U.S. Bank National                       $      4,925,925.93                14.07%
Association

Fifth Third Bank, Kentucky,              $      2,592,592.59                 7.41%
Inc.

Branch Banking and Trust                 $      2,592,592.59                 7.41%
Company

Old National Bank                        $      1,296,296.30                 3.70%

TOTAL:                                   $     35,000,000.00                  100%
</TABLE>

<PAGE>

                                PRICING SCHEDULE

<TABLE>
<CAPTION>
  APPLICABLE        LEVEL I       LEVEL II       LEVEL III      LEVEL IV       LEVEL V
    MARGIN          STATUS         STATUS         STATUS         STATUS        STATUS
--------------------------------------------------------------------------------------
<S>                 <C>           <C>            <C>            <C>            <C>
Eurodollar Rate      3.25%          3.00%          2.75%          2.50%          2.0%

Floating Rate        1.75%          1.50%          1.25%          1.00%         0.50%
</TABLE>

<TABLE>
<CAPTION>
APPLICABLE FEE      LEVEL I       LEVEL II       LEVEL III      LEVEL IV       LEVEL V
    RATE            STATUS         STATUS         STATUS         STATUS        STATUS
--------------------------------------------------------------------------------------
<S>                 <C>           <C>            <C>            <C>            <C>
Commitment Fee       0.50%         0.50%           0.50%         0.50%          0.375%
</TABLE>

         For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this Schedule:

         "Financials" means the annual or quarterly financial statements of the
Borrower delivered pursuant to Section 6.1.1 or 6.1.2.

         "Level I Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the
Leverage Ratio is greater than or equal to 4.0 to 1.0.

         "Level II Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status and (ii) the Leverage Ratio is
greater than or equal to 3.50 to 1.0.

         "Level III Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status or Level II Status and (ii)
the Leverage Ratio is greater than or equal to 3.00 to 1.0.

         "Level IV Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status or Level II Status or Level
III Status and (ii) the Leverage Ratio is greater than or equal to 2.50 to 1.

         "Level V Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the
Borrower has not qualified for Level I Status or Level II Status or Level III
Status or Level IV Status.

         "Status" means either Level I Status, Level II Status, Level III
Status, Level IV Status or Level V Status.

         The Applicable Margin and Applicable Fee Rate shall be determined in
accordance with foregoing table based on the Borrower's Status as reflected in
the then

                                        2
<PAGE>

most recent Financials. Adjustments, if any, to the Applicable Margin or
Applicable Fee Rate shall be effective five Business Days after the
Administrative Agent has received the applicable Financials. If the Borrower
fails to deliver the Financials to the Administrative Agent at the time required
pursuant to Section 6.1, then the Applicable Margin and Applicable Fee Rate
shall be the highest Applicable Margin and Applicable Fee Rate set forth in the
foregoing table until five days after such Financials are so delivered.

         Notwithstanding the foregoing, Level II Status shall be deemed to be
applicable until the end of the Administrative Agent's receipt of the applicable
Financials for the Borrower's fiscal quarter ending on or about June 30, 2004
and adjustments to the Applicable Margin and Applicable Fee Rate shall
thereafter be effected in accordance with the preceding paragraph.

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