ex10_1.htm


    
      
        

      

    

    Exhibit 10.1

     

     

    CREDIT
AGREEMENT

    
      


      Dated as
of December 1, 2009

      


      among

      


      LINCOLN
EDUCATIONAL SERVICES CORPORATION,

      as the
Borrower,

      


      THE
SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,

      as the
Guarantors,

      


      BANK OF
AMERICA, N.A.,

      as
Administrative Agent, Swing Line Lender and L/C Issuer,

      


      and

      


      THE OTHER
LENDERS PARTY HERETO

      


      


      Arranged
By:

      


      BANC OF
AMERICA SECURITIES LLC,

      


      as Sole
Lead Arranger and Book Manager


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      TABLE OF
CONTENTS

      


       

      
        
          	
                  ARTICLE
      I  DEFINITIONS AND ACCOUNTING TERMS

                	
                  1

                
	 
      	
                  1.01

                	
                  Defined
      Terms.

                	
                  1

                
	 
      	
                  1.02

                	
                  Other Interpretive
      Provisions.

                	
                  23

                
	 
      	
                  1.03

                	
                  Accounting
      Terms.

                	
                  23

                
	 
      	
                  1.04

                	
                  Rounding.

                	
                  24

                
	 
      	
                  1.05

                	
                  Times of
      Day.

                	
                  24

                
	 
      	
                  1.06

                	
                  Letter of Credit
      Amounts.

                	
                  24

                
	
                  ARTICLE
      II  THE COMMITMENTS AND CREDIT EXTENSIONS

                	
                  24

                
	 
      	
                  2.01

                	
                  Revolving
      Loans.

                	
                  24

                
	 
      	
                  2.02

                	
                  Borrowings,
      Conversions and Continuations of Loans.

                	
                  26

                
	 
      	
                  2.03

                	
                  Letters of
      Credit.

                	
                  27

                
	 
      	
                  2.04

                	
                  Swing Line
      Loans.

                	
                  35

                
	 
      	
                  2.05

                	
                  Prepayments.

                	
                  37

                
	 
      	
                  2.06

                	
                  Termination or
      Reduction of Aggregate Revolving Commitments.

                	
                  38

                
	 
      	
                  2.07

                	
                  Repayment of
      Loans.

                	
                  39

                
	 
      	
                  2.08

                	
                  Interest.

                	
                  39

                
	 
      	
                  2.09

                	
                  Fees.

                	
                  39

                
	 
      	
                  2.10

                	
                  Computation of
      Interest and Fees; Retroactive Adjustments of Applicable
      Rate.

                	
                  40

                
	 
      	
                  2.11

                	
                  Evidence of
      Debt.

                	
                  41

                
	 
      	
                  2.12

                	
                  Payments Generally;
      Administrative Agent's Clawback.

                	
                  41

                
	 
      	
                  2.13

                	
                  Sharing of Payments by
      Lenders.

                	
                  43

                
	
                  ARTICLE
      III  TAXES, YIELD PROTECTION AND ILLEGALITY

                	
                  43

                
	 
      	
                  3.01

                	
                  Taxes.

                	
                  43

                
	 
      	
                  3.02

                	
                  Illegality.

                	
                  46

                
	 
      	
                  3.03

                	
                  Inability to Determine
      Rates.

                	
                  47

                
	 
      	
                  3.04

                	
                  Increased
      Costs.

                	
                  47

                
	 
      	
                  3.05

                	
                  Compensation for
      Losses.

                	
                  48

                
	 
      	
                  3.06

                	
                  Mitigation
      Obligations; Replacement of Lenders.

                	
                  49

                
	 
      	
                  3.07

                	
                  Survival.

                	
                  49

                
	
                  ARTICLE
      IV  GUARANTY

                	
                  49

                
	 
      	
                  4.01

                	
                  The
      Guaranty.

                	
                  50

                
	 
      	
                  4.02

                	
                  Obligations
      Unconditional.

                	
                  50

                
	 
      	
                  4.03

                	
                  Reinstatement.

                	
                  51

                
	 
      	
                  4.04

                	
                  Certain Additional
      Waivers.

                	
                  51

                
	 
      	
                  4.05

                	
                  Remedies.

                	
                  51

                
	 
      	
                  4.06

                	
                  Rights of
      Contribution.

                	
                  51

                
	 
      	
                  4.07

                	
                  Guarantee of Payment;
      Continuing Guarantee.

                	
                  52

                
	
                  ARTICLE
      V  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

                	
                  52

                
	 
      	
                  5.01

                	
                  Conditions of
      Effectiveness.

                	
                  52

                
	 
      	
                  5.02

                	
                  Conditions to all
      Credit Extensions.

                	
                  53

                
	
                  ARTICLE
      VI  REPRESENTATIONS AND WARRANTIES

                	
                  54

                
	 
      	
                  6.01

                	
                  Existence,
      Qualification and Power.

                	
                  54

                
	 
      	
                  6.02

                	
                  Authorization; No
      Contravention.

                	
                  54

                
	 
      	
                  6.03

                	
                  Governmental
      Authorization; Other Consents.

                	
                  55

                
	 
      	
                  6.04

                	
                  Binding
      Effect.

                	
                  55

                
	 
      	
                  6.05

                	
                  Financial Statements;
      No Material Adverse Effect.

                	
                  55

                
	 
      	
                  6.06

                	
                  Litigation.

                	
                  56

                
	 
      	
                  6.07

                	
                  No
      Default.

                	
                  56

                


        

      


      
        
           


        

        
          i

          
            

          

        

        
           


        

      


      
        
          	 
      	
                  6.08

                	
                  Ownership of
      Property.

                	
                  56

                
	 
      	
                  6.09

                	
                  Labor
      Matters.

                	
                  56

                
	 
      	
                  6.10

                	
                  Insurance.

                	
                  56

                
	 
      	
                  6.11

                	
                  Taxes.

                	
                  57

                
	 
      	
                  6.12

                	
                  ERISA
      Compliance.

                	
                  57

                
	 
      	
                  6.13

                	
                  Subsidiaries;
      Schools.

                	
                  57

                
	 
      	
                  6.14

                	
                  Margin Regulations;
      Investment Company Act.

                	
                  57

                
	 
      	
                  6.15

                	
                  Disclosure.

                	
                  58

                
	 
      	
                  6.16

                	
                  Compliance with
      Laws.

                	
                  58

                
	 
      	
                  6.17

                	
                  Intellectual Property;
      Licenses, Etc.

                	
                  59

                
	 
      	
                  6.18

                	
                  Solvency.

                	
                  59

                
	 
      	
                  6.19

                	
                  Perfection of Security
      Interests in the Collateral.

                	
                  59

                
	 
      	
                  6.20

                	
                  Business Locations;
      Taxpayer Identification Number; Deposit and Investment
      Accounts.

                	
                  59

                
	 
      	
                  6.21

                	
                  Affiliate
      Transactions.

                	
                  59

                
	
                  ARTICLE
      VII  AFFIRMATIVE COVENANTS

                	
                  60

                
	 
      	
                  7.01

                	
                  Financial
      Statements.

                	
                  60

                
	 
      	
                  7.02

                	
                  Certificates; Other
      Information.

                	
                  61

                
	 
      	
                  7.03

                	
                  Notices.

                	
                  62

                
	 
      	
                  7.04

                	
                  Payment of
      Taxes.

                	
                  63

                
	 
      	
                  7.05

                	
                  Preservation of
      Existence, Etc.

                	
                  63

                
	 
      	
                  7.06

                	
                  Maintenance of
      Properties.

                	
                  63

                
	 
      	
                  7.07

                	
                  Maintenance of
      Insurance.

                	
                  63

                
	 
      	
                  7.08

                	
                  Compliance with
      Laws.

                	
                  64

                
	 
      	
                  7.09

                	
                  Books and
      Records.

                	
                  65

                
	 
      	
                  7.10

                	
                  Inspection
      Rights.

                	
                  65

                
	 
      	
                  7.11

                	
                  Use of
      Proceeds.

                	
                  65

                
	 
      	
                  7.12

                	
                  ERISA
      Compliance.

                	
                  65

                
	 
      	
                  7.13

                	
                  Additional
      Subsidiaries.

                	
                  66

                
	 
      	
                  7.14

                	
                  Pledged
      Assets.

                	
                  66

                
	
                  ARTICLE
      VIII  NEGATIVE COVENANTS

                	
                  67

                
	 
      	
                  8.01

                	
                  Liens.

                	
                  67

                
	 
      	
                  8.02

                	
                  Investments.

                	
                  68

                
	 
      	
                  8.03

                	
                  Indebtedness.

                	
                  69

                
	 
      	
                  8.04

                	
                  Fundamental
      Changes.

                	
                  70

                
	 
      	
                  8.05

                	
                  Dispositions.

                	
                  70

                
	 
      	
                  8.06

                	
                  Restricted
      Payments.

                	
                  70

                
	 
      	
                  8.07

                	
                  Change in Nature of
      Business.

                	
                  71

                
	 
      	
                  8.08

                	
                  Transactions with
      Affiliates and Insiders.

                	
                  71

                
	 
      	
                  8.09

                	
                  Burdensome
      Agreements.

                	
                  71

                
	 
      	
                  8.10

                	
                  Use of
      Proceeds.

                	
                  71

                
	 
      	
                  8.11

                	
                  Financial
      Covenants.

                	
                  71

                
	 
      	
                  8.12

                	
                  Prepayment of Other
      Indebtedness, Etc.

                	
                  72

                
	 
      	
                  8.13

                	
                  Organization
      Documents; Fiscal Year; Legal Name, State of Formation and Form of
      Entity.

                	
                  72

                
	 
      	
                  8.14

                	
                  Ownership of
      Subsidiaries.

                	
                  72

                
	 
      	
                  8.15

                	
                  Capital
      Expenditures.

                	
                  73

                
	 
      	
                  8.16

                	
                  Limitations on Foreign
      Subsidiaries.

                	
                  73

                
	
                  ARTICLE
      IX  EVENTS OF DEFAULT AND REMEDIES

                	
                  73

                
	 
      	
                  9.01

                	
                  Events of
      Default.

                	
                  73

                
	 
      	
                  9.02

                	
                  Remedies Upon Event of
      Default.

                	
                  75

                
	 
      	
                  9.03

                	
                  Application of
      Funds.

                	
                  75

                
	
                  ARTICLE
      X  ADMINISTRATIVE AGENT

                	
                  76

                


        

      

      

        
          
             


          

          
            ii

            
              

            

          

          
             


          

        

      

       

      
        
          	 
      	
                  10.01

                	
                  Appointment and
      Authority.

                	
                  76

                
	 
      	
                  10.02

                	
                  Rights as a
      Lender.

                	
                  77

                
	 
      	
                  10.03

                	
                  Exculpatory
      Provisions.

                	
                  77

                
	 
      	
                  10.04

                	
                  Reliance by
      Administrative Agent.

                	
                  78

                
	 
      	
                  10.05

                	
                  Delegation of
      Duties.

                	
                  78

                
	 
      	
                  10.06

                	
                  Resignation of
      Administrative Agent.

                	
                  78

                
	 
      	
                  10.07

                	
                  Non-Reliance on
      Administrative Agent and Other Lenders.

                	
                  79

                
	 
      	
                  10.08

                	
                  No Other Duties;
      Etc.

                	
                  79

                
	 
      	
                  10.09

                	
                  Administrative Agent
      May File Proofs of Claim.

                	
                  79

                
	 
      	
                  10.10

                	
                  Collateral and
      Guaranty Matters.

                	
                  80

                
	
                  ARTICLE
      XI  MISCELLANEOUS

                	
                  81

                
	 
      	
                  11.01

                	
                  Amendments,
      Etc.

                	
                  81

                
	 
      	
                  11.02

                	
                  Notices;
      Effectiveness; Electronic Communications.

                	
                  82

                
	 
      	
                  11.03

                	
                  No Waiver; Cumulative
      Remedies; Enforcement.

                	
                  84

                
	 
      	
                  11.04

                	
                  Expenses; Indemnity;
      and Damage Waiver.

                	
                  84

                
	 
      	
                  11.05

                	
                  Payments Set
      Aside.

                	
                  86

                
	 
      	
                  11.06

                	
                  Successors and
      Assigns.

                	
                  86

                
	 
      	
                  11.07

                	
                  Treatment of Certain
      Information; Confidentiality.

                	
                  90

                
	 
      	
                  11.08

                	
                  Set-off.

                	
                  91

                
	 
      	
                  11.09

                	
                  Interest Rate
      Limitation.

                	
                  91

                
	 
      	
                  11.10

                	
                  Counterparts;
      Integration; Effectiveness.

                	
                  91

                
	 
      	
                  11.11

                	
                  Survival of
      Representations and Warranties.

                	
                  91

                
	 
      	
                  11.12

                	
                  Severability.

                	
                  92

                
	 
      	
                  11.13

                	
                  Replacement of
      Lenders.

                	
                  92

                
	 
      	
                  11.14

                	
                  Governing Law;
      Jurisdiction; Etc.

                	
                  93

                
	 
      	
                  11.15

                	
                  Waiver of Right to
      Trial by Jury.

                	
                  94

                
	 
      	
                  11.16

                	
                  No Advisory or
      Fiduciary Responsibility.

                	
                  94

                
	 
      	
                  11.17

                	
                  Electronic Execution
      of Assignments and Certain Other Documents.

                	
                  94

                
	 
      	
                  11.18

                	
                  USA PATRIOT Act
      Notice.

                	
                  95

                


        

      


      
        
           


        

        
          iii

          
            

          

        

        
           


        

      

       

      
        	
                SCHEDULES

              
	 
      	 
      	 
      
	 
      	
                1.01

              	
                Existing
      Letters of Credit

              
	 
      	
                2.01

              	
                Commitments
      and Applicable Percentages

              
	 
      	
                6.05(c)

              	
                Dispositions,
      Involuntary Dispositions and Acquisitions Prior to the Closing
      Date

              
	 
      	
                6.09

              	
                Labor
      Matters

              
	 
      	
                6.10

              	
                Insurance

              
	 
      	
                6.13

              	
                Subsidiaries;
      Schools

              
	 
      	
                6.17

              	
                IP
      Rights

              
	 
      	
                6.20(a)

              	
                Locations
      of Real Property

              
	 
      	
                6.20(b)

              	
                Locations
      of Tangible Personal Property

              
	 
      	
                6.20(c)

              	
                Location
      of Chief Executive Office, Taxpayer Identification Number,
      Etc.

              
	 
      	
                6.20(d)

              	
                Changes
      in Legal Name, State of Formation and Structure

              
	 
      	
                6.20(e)

              	
                Deposit
      and Investment Accounts

              
	 
      	
                8.01

              	
                Liens
      Existing on the Closing Date

              
	 
      	
                8.02

              	
                Investments
      Existing on the Closing Date

              
	 
      	
                8.03

              	
                Indebtedness
      Existing on the Closing Date

              
	 
      	
                8.08

              	
                Transactions
      with Affiliates and Insiders

              
	 
      	
                11.02

              	
                Certain
      Addresses for Notices

              
	 
      	 
      	 
      
	
                EXHIBITS

              
	 
      	 
      	 
      
	 
      	
                2.02

              	
                Form
      of Loan Notice

              
	 
      	
                2.04

              	
                Form
      of Swing Line Loan Notice

              
	 
      	
                2.11(a)

              	
                Form
      of Note

              
	 
      	
                7.02

              	
                Form
      of Compliance Certificate

              
	 
      	
                7.13

              	
                Form
      of Joinder Agreement

              
	 
      	
                11.06(b)

              	
                Form
      of Assignment and Assumption

              
	 
      	
                11.06(b)(iv)

              	
                Form
      of Administrative Questionnaire

              


      


      
        
           


        

        
          iv

          
            

          

        

        
           


        

      


      CREDIT
AGREEMENT

      


      


      This
CREDIT AGREEMENT is entered into as of December 1, 2009 among LINCOLN
EDUCATIONAL SERVICES CORPORATION, a New Jersey corporation (the "Borrower"), the
Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

      


      The
Borrower has requested that the Lenders provide $115,000,000 in credit
facilities for the purposes set forth herein, and the Lenders are willing to do
so on the terms and conditions set forth herein.

      


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

      


      ARTICLE
I

      


      DEFINITIONS
AND ACCOUNTING TERMS

      


      
        	
                1.01

              	
                Defined
      Terms.

              


      

      


      As used
in this Agreement, the following terms shall have the meanings set forth
below:

      


      "Accrediting Body"
means any entity or organization which engages in granting or withholding
Accreditation or similar approval for private post-secondary schools and
educational programs, in accordance with standards relating to the performance,
operation, financial condition and/or educational quality of such schools and
programs, including, without limitation, the Accrediting Commission for Career
Schools and Colleges of Technology.

      


      "Accreditation" means
the status of public recognition granted by any Accrediting Body to an
educational institution that meets the Accrediting Body's standards and
requirements.

      


      "Acquisition" means
any transaction or series of related transactions for the purpose of or
resulting, directly or indirectly, in (a) the acquisition of all or
substantially all of the assets of a Person, or of any business or division of a
Person, (b) the acquisition of an amount in excess of 50% of the Equity
Interests of any Person (other than a Person that is, immediately prior to such
transaction or series of related transactions, a Subsidiary), or otherwise
causing any Person to become a Subsidiary, or (c) a merger or consolidation or
any other combination with another Person (other than a Person that is a
Subsidiary) provided that the
Borrower or a Subsidiary is the surviving entity.

      


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

      


      "Administrative Agent's
Office" means the Administrative Agent's address and, as appropriate,
account as set forth on Schedule 11.02 or
such other address or account as the Administrative Agent may from time to time
notify to the Borrower and the Lenders.

      


      "Administrative
Questionnaire" means an Administrative Questionnaire in substantially the
form of Exhibit
11.06(b)(iv) or any other form approved by the Administrative
Agent.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


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

      


      "Aggregate Revolving
Commitments" means the Revolving Commitments of all the
Lenders.  The initial amount of the Aggregate Revolving Commitments in
effect on the Closing Date is $115,000,000.

      


      "Agreement" means this
Credit Agreement.

      


      "Applicable
Percentage" means with respect to any Lender at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Revolving Commitments
represented by such Lender's Revolving Commitment at such time; provided that if
the commitment of each Lender to make Revolving Loans and the obligation of the
L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02 or if
the Aggregate Revolving Commitments have expired, then the Applicable Percentage
of each Lender shall be determined based on the Applicable Percentage of such
Lender most recently in effect, giving effect to any subsequent
assignments.  The initial Applicable Percentage of each Lender is set
forth opposite the name of such Lender on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable.

      


      "Applicable Rate"
means the following percentages per annum, based upon the Consolidated Leverage
Ratio as set forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section
7.02(a):

      


      
        	
                Pricing

                Tier

                 

              	
                Consolidated

                Leverage
      Ratio

                 

              	
                Commitment

                Fee

                 

              	
                Eurodollar
      Rate Loans

                and
      Letter of Credit Fees

                 

              	
                Base
      Rate Loans

                 

              
	
                1

              	
                > 1.50 to
      1.0

              	
                0.50%

              	
                3.25%

              	
                2.25%

              
	
                2

              	
                <
      1.50 to 1.0 but

                > 1.00 to
      1.0

              	
                0.50%

              	
                3.00%

              	
                2.00%

              
	
                3

              	
                <
      1.00 to 1.0 but

                > 0.50 to
      1.0

              	
                0.40%

              	
                2.75%

              	
                1.75%

              
	
                4

              	
                <
      0.50 to 1.0

              	
                0.35%

              	
                2.50%

              	
                1.50%

              


      

      


      Any
increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is required to be delivered pursuant to
Section
7.02(a); provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such
Section, then, upon the request of the Required Lenders, Pricing Tier 1 shall
apply as of the first Business Day after the date on which such Compliance
Certificate was required to have been delivered and shall remain in effect until
the date on which such Compliance Certificate is delivered in accordance with
Section
7.02(a), whereupon the Applicable Rate shall be adjusted based upon the
calculation of the Consolidated Leverage Ratio contained in such Compliance
Certificate.  The Applicable Rate in effect from the Closing Date
through the first Business Day immediately following the date a Compliance
Certificate is required to be delivered pursuant to Section 7.02(a) for
the fiscal quarter ending December 31, 2009 shall be determined based upon
Pricing Tier 3.

      


      "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.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      "Arranger" means Banc
of America Securities LLC, in its capacity as sole lead arranger and book
manager.

      


      "Assignee Group" means
two or more Eligible Assignees that are Affiliates of one another or two or more
Approved Funds managed by the same investment advisor.

      


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

      


      "Attributable
Indebtedness" means, with respect to any Person on any date, (a) in
respect of any Capital Lease, the capitalized amount thereof that would appear
on a balance sheet of such Person prepared as of such date in accordance with
GAAP, (b) in respect of any Synthetic Lease, the capitalized amount of the
remaining lease payments under the relevant lease that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such
lease were accounted for as a Capital Lease and (c) in respect of any
Securitization Transaction, the outstanding principal amount of such financing,
after taking into account reserve accounts and making appropriate adjustments,
determined by the Administrative Agent in its reasonable judgment.

      


      "Audited Financial
Statements" means the audited consolidated balance sheet of the Borrower
and its Subsidiaries for the fiscal year ended December 31, 2008, and the
related consolidated statements of income or operations, shareholders' equity
and cash flows of the Borrower and its Subsidiaries for such fiscal year,
including the notes thereto.

      


      "Availability Period"
means, with respect to the Revolving Commitments, the period from and including
the Closing Date to the earliest of (a) the Maturity Date, (b) the date of
termination of the Aggregate Revolving Commitments pursuant to Section 2.06, and (c)
the date of termination of the commitment of each Lender to make Loans and of
the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section
9.02.

      


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

      


      "Base Rate" means for
any day a fluctuating rate per annum equal to the highest of (a) the Federal
Funds Rate plus
0.50%, (b) the Prime Rate and (c) except during a Eurodollar Unavailability
Period, the Eurodollar Rate plus 1.0%.

      


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

      


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

      


      "Borrower Materials"
has the meaning specified in Section
7.02.

      


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

      


      "Business Day" means
any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, the state where
the Administrative Agent's Office is located and, if such day relates to any
Eurodollar Rate Loan or any Base Rate Loan bearing interest at a rate based on
the Eurodollar Rate, means any such day on which dealings in Dollar deposits are
conducted by and between banks in the London interbank eurodollar
market.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      "Capital Lease" means,
as applied to any Person, any lease of any property by that Person as lessee
which, in accordance with GAAP, is required to be accounted for as a capital
lease on the balance sheet of that Person.

      


      "Cash Collateralize"
has the meaning specified in Section
2.03(g).

      


      "Cash Equivalents"
means, as at any date, (a) securities issued or directly and fully guaranteed or
insured by the United States or any agency or instrumentality thereof (provided
that the full faith and credit of the United States is pledged in support
thereof) having maturities of not more than twelve months from the date of
acquisition, (b) Dollar denominated time deposits and certificates of deposit of
(i) any Lender, (ii) any domestic commercial bank of recognized standing having
capital and surplus in excess of $100,000,000 or (iii) any bank whose short-term
commercial paper rating from S&P is at least A-1 or the equivalent thereof
or from Moody's is at least P-1 or the equivalent thereof (any such bank being
an "Approved Bank"), in each case with maturities of not more than 360 days from
the date of acquisition, (c) commercial paper and variable or fixed rate notes
issued by any Approved Bank (or by the parent company thereof) or any variable
rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or
the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof)
or better by Moody's and maturing within twelve months of the date of
acquisition, (d) repurchase agreements with a term of not more than 7 days
entered into by any Person with a bank or trust company (including any of the
Lenders) or recognized securities dealer having capital and surplus in excess of
$100,000,000 for direct obligations issued by or fully guaranteed by the United
States in which such Person shall have a perfected first priority security
interest (subject to no other Liens) and having, on the date of purchase
thereof, a fair market value of at least 100% of the amount of the repurchase
obligations and (e) investments, classified in accordance with GAAP as current
assets, in money market investment programs registered under the Investment
Company Act of 1940 which are administered by reputable financial institutions
having capital of at least $100,000,000 and the portfolios of which are limited
to Investments of the character described in the foregoing subdivisions (a)
through (d).

      


      "CERCLA" means the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C.
§§9601 et
seq.

      


      "Change in Law" means
the occurrence, after the date of this Agreement, of any of the following: (a)
the adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration,
interpretation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, guideline or directive (whether or not having
the force of law) by any Governmental Authority.

      


      "Change of Control"
means an event or series of events by which: (a) any "person" or "group" (as
such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, but excluding any employee benefit plan of such person or its
subsidiaries, and any person or entity acting in its capacity as trustee, agent
or other fiduciary or administrator of any such plan) becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934, except that a person or group shall be deemed to have "beneficial
ownership" of all Equity Interests that such person or group has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time (such right, an "option right")), directly or indirectly, of 35% or more
of the Equity Interests of the Borrower entitled to vote for members of the
board of directors or equivalent governing body of the Borrower on a fully
diluted basis (and taking into account all such securities that such person or
group has the right to acquire pursuant to any option right); (b) during any
period of 24 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of the Borrower cease to be
composed of individuals (i) who were members of that board or equivalent
governing body on the first day of such period, (ii) whose election or
nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing
body or (iii) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (i) and (ii)
above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body (excluding, in the case of
both clause (ii) and clause (iii), any individual whose initial nomination for,
or assumption of office as, a member of that board or equivalent governing body
occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any person or
group other than a solicitation for the election of one or more directors by or
on behalf of the board of directors); or (c) any Person or two or more Persons
acting in concert shall have acquired by contract or otherwise, or shall have
entered into a contract or arrangement that, upon consummation thereof, will
result in its or their acquisition of the power to exercise, directly or
indirectly, a controlling influence over the management or policies of the
Borrower, or control over the Voting Stock of the Borrower on a fully-diluted
basis (and taking into account all such Voting Stock that such Person or group
has the right to acquire pursuant to any option right) representing 35% or more
of the combined voting power of such Voting Stock.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      "Closing Date" means
the date hereof.

      


      "Cohort Default Rate"
shall have the meaning as provided in 34 C.F.R. Section 668 Subpart
M.

      


      "Collateral" means a
collective reference to all real and personal property with respect to which
Liens in favor of the Administrative Agent, for the benefit of itself and the
Lenders, are purported to be granted pursuant to and in accordance with the
terms of the Collateral Documents.

      


      "Collateral Documents"
means a collective reference to the Security Agreement and other security
documents as may be executed and delivered by the Loan Parties pursuant to the
terms of Section
7.14 or any of the other Collateral Documents.

      


      "Commitment" means, as
to each Lender, the Revolving Commitment of such Lender.

      


      "ComTech" means
ComTech Services Group Inc., a New Jersey corporation.

      


      "Compliance
Certificate" means a certificate substantially in the form of Exhibit
7.02.

      


      "Consolidated Adjusted
EBITR" means, for any period, for the Borrower and its Subsidiaries on a
consolidated basis, an amount equal to the sum of (a) Consolidated EBITDA for
such period plus (b) rent and
lease expense for such period minus (c) the amount
of depreciation and amortization expense for such period.

      


      "Consolidated Adjusted Net
Worth" means, as of any date of determination, the difference of (a)
consolidated shareholders' equity of the Borrower and its Subsidiaries as of
that date minus
(b) outstanding student loan commitments of the Borrower and its Subsidiaries as
of that date.

      


      "Consolidated Capital
Expenditures" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, all capital expenditures but excluding
expenditures to the extent made with the proceeds of any Involuntary Disposition
used to purchase property that is useful in the business of the Borrower and its
Subsidiaries.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      "Consolidated EBITDA"
means, for any period, for the Borrower and its Subsidiaries on a consolidated
basis, an amount equal to Consolidated Net Income for such period plus the following to
the extent deducted in calculating such Consolidated Net Income: (a)
Consolidated Interest Charges for such period, (b) the provision for federal,
state, local and foreign income taxes payable for such period, and (c) the
amount of depreciation and amortization expense for such period.

      


      "Consolidated Fixed Charge
Coverage Ratio" means, as of any date of determination, the ratio of (a)
Consolidated Adjusted EBITR for the most recently completed four fiscal quarters
to (b) Consolidated Fixed Charges for the most recently completed four fiscal
quarters.

      


      "Consolidated Fixed
Charges" means, for any period, for the Borrower and its Subsidiaries on
a consolidated basis, an amount equal to the sum of (a) the cash portion of
Consolidated Interest Charges for such period plus (b) rent and
lease expense for such period.

      


      "Consolidated Funded
Indebtedness" means, as of any date of determination with respect to the
Borrower and its Subsidiaries on a consolidated basis, without duplication, the
sum of:  (a) all obligations for borrowed money, whether current or
long-term (including the Obligations) and all obligations evidenced by bonds,
debentures, notes, loan agreements or other similar instruments;  (b)
all Purchase Money Indebtedness; (c) the maximum amount available to be drawn
under letters of credit (including standby and commercial), bankers'
acceptances, bank guaranties, surety bonds and similar instruments; (d) all
obligations in respect of the deferred purchase price of property or services
(other than (i) contingent obligations not yet due and payable to pay the earn
out portion of the purchase price for Permitted Acquisitions and not required to
be reflected as liabilities on the balance sheet and (ii) trade accounts payable
in the ordinary course of business); (e) all Attributable Indebtedness; (f) all
obligations to purchase, redeem, retire, defease or otherwise make any payment
prior to the Maturity Date in respect of any Equity Interests or any warrant,
right or option to acquire such Equity Interest, valued, in the case of a
redeemable preferred interest, at the greater of its voluntary or involuntary
liquidation preference plus accrued and
unpaid dividends; (g) all Guarantees with respect to Indebtedness of the types
specified in clauses (a) through (f) above of Persons other than the Borrower or
any Subsidiary; and (h) all Indebtedness of the types referred to in clauses (a)
through (g) above of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which any
Loan Party or any Subsidiary is a general partner or joint venturer, except to
the extent that Indebtedness is expressly made non-recourse to such Loan Party
or such Subsidiary.  Notwithstanding the foregoing, that certain
sale-leaseback transaction with respect to real property between Lincoln
Technical Institute, Inc. and W.P. Carey & Co. LLC shall not constitute
Consolidated Funded Indebtedness.

      


      "Consolidated Interest
Charges" means, for any period, for the Borrower and its Subsidiaries on
a consolidated basis, an amount equal to the sum of (a) all interest, premium
payments, debt discount, fees, charges and related expenses in connection with
borrowed money (including capitalized interest) or in connection with the
deferred purchase price of assets, in each case to the extent treated as
interest in accordance with GAAP, plus (b) the portion
of rent expense with respect to such period under Capital Leases that is treated
as interest in accordance with GAAP plus (c) the implied
interest component of Synthetic Leases with respect to such period.

      


      "Consolidated Leverage
Ratio" means, as of any date of determination, the ratio of (a)
Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA
for the most recently completed four fiscal quarters.

      


      "Consolidated Net
Income" means, for any period, for the Borrower and its Subsidiaries on a
consolidated basis, the net income (excluding extraordinary gains and
extraordinary losses) for that period; provided that there
shall be excluded from Consolidated Net Income, the net income (or net loss) of
any Person (other than any Subsidiary) in which the Borrower or any of its
Subsidiaries has an Equity Interest, except to the extent of the amount of
dividends and other distributions actually paid to the Borrower or any of its
Subsidiaries during such period.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      "Consolidated Total
Assets" means, as of any date of determination, the total assets of the
Borrower and its Subsidiaries on a consolidated basis.

      


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

      


      "Control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  "Controlling" and
"Controlled"
have meanings correlative thereto.  Without limiting the generality of
the foregoing, a Person shall be deemed to be Controlled by another Person if
such other Person possesses, directly or indirectly, power to vote 5% or more of
the securities having ordinary voting power for the election of directors,
managing general partners or the equivalent.

      


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

      


      "Credit Extension"
means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.

      


      "Debt Issuance" means
the issuance by any Loan Party or any Subsidiary of any Indebtedness other than
Indebtedness permitted under Section
8.03.

      


      "Debtor Relief Laws"
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors
generally.

      


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

      


      "Default Rate" means
(a) when used with respect to Obligations other than Letter of Credit Fees, an
interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per
annum; provided, however, that with
respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate
equal to the interest rate (including any Applicable Rate) otherwise applicable
to such Loan plus 2% per annum, in each case to the fullest extent permitted by
applicable Laws and (b) when used with respect to Letter of Credit Fees, a rate
equal to the Applicable Rate plus 2% per
annum.

      


      "Defaulting Lender"
means any Lender that (a) has failed to fund any portion of the Loans,
participations in L/C Obligations or participations in Swing Line Loans required
to be funded by it hereunder within one Business Day of the date required to be
funded by it hereunder unless such failure has been cured (or, solely in the
case of a failure to fund any portion of a Loan, such failure is the subject of
a good faith dispute), (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within one Business Day of the date when due, unless the subject of
a good faith dispute or unless such failure has been cured, or (c) has been
adjudicated or determined by a Governmental Authority having authority or
jurisdiction over such Person or its assets to be insolvent or become the
subject of a bankruptcy or insolvency proceeding.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      "Disposition" or
"Dispose" means
the sale, transfer, license, lease or other disposition of any property by any
Loan Party or any Subsidiary, including any Sale and Leaseback Transaction and
any sale, assignment, transfer or other disposal, with or without recourse, of
any notes or accounts receivable or any rights and claims associated therewith,
but excluding any Involuntary Disposition.

      


      "DOE" means the United
States Department of Education and any successor agency administering Title IV
Programs.

      


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

      


      "Domestic Subsidiary"
means any Subsidiary that is organized under the laws of any state of the United
States or the District of Columbia.

      


      "Eligible Assignee"
means any Person that meets the requirements to be an assignee under Sections
11.06(b)(iii), (v) and (vi) (subject to such
consents, if any, as may be required under Section
11.06(b)(iii)).

      


      "Eligible Line of
Business" means the business of operating educational facilities and/or
programs providing postsecondary educational programs, vocational training
and/or corporate training and each line of business related
thereto.

      


      "Environmental
Claim" means any
investigation, notice, demand, allegation, action, suit, injunction, judgment,
order, consent decree, penalty, fine, lien, pro­ceeding or claim (whether
administrative, judicial or private in nature) arising (a) pursuant to, or in
connection with an actual or alleged violation of, any Environmental Law, (b) in
connection with any Hazardous Material, (c) from any abatement, removal,
remedial, cor­rective or response action in connection with a Hazardous
Material, Environmental Law or order of a Governmental Authority relating
thereto or (d) from any actual or alleged damage, injury, threat or harm to
health and safety (as such relates to Hazardous Materials), natural resources or
the environment.

      


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

      


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

      


      "Equity
Interests"  means, with respect to any Person, all of the
shares of capital stock of (or other ownership or profit interests in) such
Person, all of the warrants, options or other rights for the purchase or
acquisition from such Person of shares of capital stock of (or other ownership
or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting,
and whether or not such shares, warrants, options, rights or other interests are
outstanding on any date of determination.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      "ERISA" means the
Employee Retirement Income Security Act of 1974.

      


      "ERISA Affiliate"
means any trade or business (whether or not incorporated) under common control
with the Borrower within the meaning of Section 414(b) or (c) of the Internal
Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for
purposes of provisions relating to Section 412 of the Internal Revenue
Code).

      


      "ERISA Event" means
(a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the
Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of
ERISA during a plan year in which it was a substantial employer (as defined in
Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as
such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial
withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a
notice of intent to terminate, the treatment of a Plan amendment as a
termination under Section 4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e)
an event or condition which constitutes grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Pension
Plan or Multiemployer Plan; or (f) the imposition of any liability under Title
IV of ERISA, other than for PBGC premiums due but not delinquent under Section
4007 of ERISA, upon the Borrower or any ERISA Affiliate.

      


      "Eurodollar Base Rate"
means:

      


      (a)           For
any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum
equal to (i) the British Bankers Association LIBOR Rate ("BBA LIBOR"), as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest
Period or (ii) if such published rate is not available at such time for any
reason, the rate determined by the Administrative Agent to be the rate at which
deposits in Dollars for delivery on the first day of such Interest Period in
same day funds in the approximate amount of the Eurodollar Rate Loan being made,
continued or converted by Bank of America and with a term equivalent to such
Interest Period would be offered by Bank of America's London Branch to major
banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.

      


      (b)           For
any day with respect to an interest rate calculation for a Base Rate Loan, the
rate per annum equal to (i) BBA LIBOR at approximately 11:00 a.m., London time,
two Business Days prior to such day for Dollar deposits (for delivery on such
day) with a term equivalent to one month or (ii) if such rate is not available
at such time for any reason, the rate determined by the Administrative Agent to
be the rate at which deposits in Dollars for delivery on such day in same day
funds in the approximate amount of the Base Rate Loan being made, continued or
converted by Bank of America and with a term equivalent to one month would be
offered by Bank of America's London Branch to major banks in the London
interbank eurodollar market at approximately 11:00 a.m. (London time) two
Business Days prior to such day.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      "Eurodollar Rate"
means (a) for any Interest Period with respect to any Eurodollar Rate Loan, a
rate per annum determined by the Administrative Agent to be equal to the
quotient obtained by dividing (i) the Eurodollar Base Rate for such Eurodollar
Rate Loan for such Interest Period by (ii) one minus the Eurodollar Reserve
Percentage for such Eurodollar Rate Loan for such Interest Period and (b) for
any day with respect to any Base Rate Loan bearing interest at a rate based on
the Eurodollar Rate, a rate per annum determined by the Administrative Agent to
be equal to the quotient obtained by dividing (i) the Eurodollar Base Rate for
such Base Rate Loan for such day by (ii) one minus the Eurodollar Reserve
Percentage for such Base Rate Loan for such day.

      


      "Eurodollar Rate Loan"
means a Loan that bears interest at a rate based on the Eurodollar Rate (other
than a Base Rate Loan bearing interest at a rate based on the Eurodollar
Rate).

      


      "Eurodollar Reserve
Percentage" means, for any day, the reserve percentage (expressed as a
decimal, carried out to five decimal places) in effect on such day, whether or
not applicable to any Lender, under regulations issued from time to time by the
FRB for determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to Eurocurrency
funding (currently referred to as "Eurocurrency liabilities").  The
Eurodollar Rate for each outstanding Eurodollar Rate Loan and for each
outstanding Base Rate Loan bearing interest at a rate based on the Eurodollar
Rate shall be adjusted automatically as of the effective date of any change in
the Eurodollar Reserve Percentage.

      


      "Eurodollar Unavailability
Period" means any period during which the obligation of the Lenders to
make or maintain Eurodollar Rate Loans has been suspended pursuant to Section 3.02 or Section
3.03.

      


      "Event of Default" has
the meaning specified in Section
9.01.

      


      "Excluded Property"
means, with respect to any Loan Party, (a) any owned or leased real property,
(b) unless requested by the Administrative Agent or the Required Lenders, any IP
Rights for which a perfected Lien thereon is not effected either by filing of a
Uniform Commercial Code financing statement or by appropriate evidence of such
Lien being filed in either the United States Copyright Office or the United
States Patent and Trademark Office, (c) unless requested by the Administrative
Agent or the Required Lenders, any personal property (other than personal
property described in clause (b) above) for which the attachment or perfection
of a Lien thereon is not governed by the Uniform Commercial Code, (d) the Equity
Interests of any direct Foreign Subsidiary of any Loan Party to the extent not
required to be pledged to secure the Obligations pursuant to Section 7.14(a) and
(e) any property which, subject to the terms of Section 8.09, is
subject to a Lien of the type described in Section 8.01(d)
pursuant to documents which prohibit such Loan Party from granting any other
Liens in such property.

      


      "Excluded Taxes"
means, with respect to the Administrative Agent, any Lender, the L/C Issuer or
any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) taxes imposed on or measured by its overall net
income (however denominated), and franchise taxes imposed on it (in lieu of net
income taxes), by the jurisdiction (or any political subdivision thereof) under
the Laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable Lending Office
is located, (b) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which the Borrower is located
(c) any backup withholding tax that is required by the Internal Revenue Code to
be withheld from amounts payable to a Lender that has failed to comply with
clause (A) of Section
3.01(e)(ii) and (d) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 11.13), any
United States withholding tax that (i) is required to be imposed on amounts
payable to such Foreign Lender pursuant to the Laws in force at the time such
Foreign Lender becomes a party hereto (or designates a new Lending Office) or
(ii) is attributable to such Foreign Lender's failure or inability (other than
as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new Lending Office (or assignment), to
receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section 3.01(a)(ii)
or (iii).


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      "Existing Letters of
Credit" means the letters of credit listed on Schedule 1.01, but
does not include any extensions or renewals thereof.

      


      "Federal Funds Rate"
means, for any day, the rate per annum equal to the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole multiple
of 1/100 of 1%) charged to Bank of America on such day on such transactions as
determined by the Administrative Agent.

      


      "Fee Letter" means the
letter agreement, dated December 1, 2009 among the Borrower, the Administrative
Agent and the Arranger.

      


      "Financial Responsibility
Composite Score" means the composite score of the Borrower's and its
Subsidiaries', on a consolidated basis, equity, primary reserve and net income
ratios described in 34 C.F.R. Sections 668.171(b)(1) and Section 668.172 and
appendices A and B to Subpart L of 34 C.F.R. of Section 668, provided that if at
any time the Borrower or its Subsidiaries are required by the DOE to report such
composite score on a School-by-School or other basis, their "Financial
Responsibility Composite Score" shall also refer to the composite score for each
School or other Person required to be reported to the DOE.

      


      "Foreign Lender" means
any Lender that is organized under the Laws of a jurisdiction other than that in
which the Borrower is resident for tax purposes (including such a Lender when
acting in the capacity of the L/C Issuer).  For purposes of this
definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.

      


      "Foreign Subsidiary"
means any Subsidiary that is not a Domestic Subsidiary.

      


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

      


      "Fund" means any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its activities.

      


      "GAAP" means generally
accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board, consistently applied and as in effect from
time to time.

      


      "Governmental
Authority" means the government of the United States or any other nation,
or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central
Bank).


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


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

      


      "Guarantors" means
each Domestic Subsidiary of the Borrower identified as a "Guarantor" on the
signature pages hereto and each other Person that joins as a Guarantor pursuant
to Section 7.13
or otherwise, together with their successors and permitted assigns.

      


      "Guaranty" means the
Guaranty made by the Guarantors in favor of the Administrative Agent and the
Lenders pursuant to Article
IV.

      


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

      


      "Honor Date" has the
meaning set forth in Section
2.03(c).

      


      "Impacted Lender"
means any Lender as to which (a) the L/C Issuer has a good faith belief that
such Lender has failed to fulfill its obligations under one or more other
syndicated credit facilities or (b) any Person that Controls such Lender has
been adjudicated or determined by a Governmental Authority having authority or
jurisdiction over such Person or its assets to be insolvent or become the
subject of a bankruptcy or insolvency proceeding.

      


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

      


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


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      (b)           the
maximum amount available to be drawn under letters of credit (including standby
and commercial), bankers' acceptances, bank guaranties, surety bonds and similar
instruments;

      


      (c)           the
Swap Termination Value of any Swap Contract;

      


      (d)           all
obligations to pay the deferred purchase price of property or services (other
than (i) contingent obligations not yet due and payable to pay the earn out
portion of the purchase price for Permitted Acquisitions and not required to be
reflected as liabilities on the balance sheet and (ii) trade accounts payable in
the ordinary course of business);

      


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

      


      (f)           all
Attributable Indebtedness;

      


      (g)           all
obligations to purchase, redeem, retire, defease or otherwise make any payment
in respect of any Equity Interests or any warrant, right or option to acquire
such Equity Interest, valued, in the case of a redeemable preferred interest, at
the greater of its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends;

      (h)           all
Guarantees of such Person in respect of any of the foregoing; and

      


      (i)           all
indebtedness of the types referred to in clauses (a) through (h) above of any
partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which such Person is a general
partner or joint venturer, unless such indebtedness is expressly made
non-recourse to such Person.

      


      "Indemnified Taxes"
means Taxes other than Excluded Taxes.

      


      "Indemnitees" has the
meaning specified in Section
11.04(b).

      


      "Information" has the
meaning specified in Section
11.07.

      


      "Interest Payment
Date" means (a) as to any Eurodollar Rate Loan, the last day of each
Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any
Interest Period for a Eurodollar Rate Loan exceeds three months, the respective
dates that fall every three months after the beginning of such Interest Period
shall also be Interest Payment Dates; and (b) as to any Base Rate Loan
(including a Swing Line Loan), the last Business Day of each March, June,
September and December and the Maturity Date.

      


      "Interest Period"
means, as to each Eurodollar Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar
Rate Loan and ending on the date one, two, three or six months thereafter, as
selected by the Borrower in its Loan Notice, or such other period that is twelve
months or less requested by the Borrower and consented to by all of the Lenders;
provided
that:

      


      (i)           any
Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case such Interest Period shall end on
the next preceding Business Day;


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


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

      


      (iii)           no
Interest Period shall extend beyond the Maturity Date.

      


      "Internal Revenue
Code" means the Internal Revenue Code of 1986.

      


      "Investment" means, as
to any Person, any direct or indirect acquisition or investment by such Person,
whether by means of (a) the purchase or other acquisition of Equity Interests of
another Person, (b) a loan, advance or capital contribution to, Guarantee or
assumption of debt of, or purchase or other acquisition of any other debt or
equity participation or interest in, another Person, or (c) an
Acquisition.  In determining the amount of Investments, (i)
Investments (other than loans and advances) shall always be taken at the
original cost thereof (regardless of any subsequent appreciation or depreciation
therein), and (ii) Investments consisting of loans and advances shall be taken
at the principal amount thereof then remaining unpaid.

      


      "Involuntary
Disposition" means any loss of, damage to or destruction of, or any
condemnation or other taking for public use of, any property of any Loan Party
or any Subsidiary.

      


      "IP Rights" has the
meaning specified in Section
6.17.

      


      "IRS" means the United
States Internal Revenue Service.

      


      "ISP" means, with
respect to any Letter of Credit, the "International Standby Practices 1998"
published by the Institute of International Banking Law & Practice, Inc. (or
such later version thereof as may be in effect at the time of
issuance).

      


      "Issuer Documents"
means with respect to any Letter of Credit, the Letter of Credit Application,
and any other document, agreement and instrument entered into by the L/C Issuer
and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating
to such Letter of Credit.

      


      "Joinder Agreement"
means a joinder agreement substantially in the form of Exhibit 7.13 executed
and delivered by a Domestic Subsidiary in accordance with the provisions of
Section
7.13.

      


      "Laws" means,
collectively, all international, foreign, federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.

      


      "L/C Advance" means,
with respect to each Lender, such Lender's funding of its participation in any
L/C Borrowing in accordance with its Applicable Percentage.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      "L/C Borrowing" means
an extension of credit resulting from a drawing under any Letter of Credit which
has not been reimbursed on the date when made or refinanced as a Borrowing of
Revolving Loans.

      


      "L/C Credit Extension"
means, with respect to any Letter of Credit, the issuance thereof or extension
of the expiry date thereof, or the increase of the amount thereof.

      


      "L/C Issuer" means (a)
solely with respect to the Existing Letters of Credit and only for so long as
the Existing Letters of Credit remain outstanding, Harris N.A., its successors
and permitted assigns in its capacity as issuer of such Existing Letters of
Credit and (b) with respect to all other Letters of Credit, Bank of America in
its capacity as issuer of Letters of Credit hereunder, or any successor issuer
of Letters of Credit hereunder.

      


      "L/C Obligations"
means, as at any date of determination, the aggregate amount available to be
drawn under all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings.  For purposes
of computing the amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section
1.06.  For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be "outstanding" in the amount so
remaining available to be drawn.

      


      "Lenders" means each
of the Persons identified as a "Lender" on the signature pages hereto, each
other Person that becomes a "Lender" in accordance with this Agreement and their
successors and assigns and, as the context requires, includes the Swing Line
Lender.

      


      "Lending Office"
means, as to any Lender, the office or offices of such Lender described as such
in such Lender's Administrative Questionnaire, or such other office or offices
as a Lender may from time to time notify the Borrower and the Administrative
Agent.

      


      "Letter of Credit"
means any standby letter of credit issued
hereunder and shall include the Existing Letters of Credit.

      


      "Letter of Credit
Application" means an application and agreement for the issuance or
amendment of a letter of credit in the form from time to time in use by the L/C
Issuer.

      


      "Letter of Credit Expiration
Date" means the day that is thirty days prior to the Maturity Date then
in effect (or, if such day is not a Business Day, the next preceding Business
Day).

      


      "Letter of Credit Fee"
has the meaning specified in Section
2.03(i).

      


      "Letter of Credit
Sublimit" means an amount equal to the lesser of (a) the Aggregate
Revolving Commitments and (b) $25,000,000.  The Letter of Credit
Sublimit is part of, and not in addition to, the Aggregate Revolving
Commitments.

      


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


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      "Loan" means an
extension of credit by a Lender to the Borrower under Article II in the
form of a Revolving Loan or Swing Line Loan.

      


      "Loan Documents" means
this Agreement, each Note, each Issuer Document, each Joinder Agreement, the
Collateral Documents and the Fee Letter.

      


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

      


      "Loan Parties" means,
collectively, the Borrower and each Guarantor.

      


      "Material Adverse
Effect" means (a) a material adverse change in, or a material adverse
effect upon, the operations, business, properties, liabilities (actual or
contingent), condition (financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole; (b) a material impairment of the ability of
any Loan Party to perform its obligations under any Loan Document to which it is
a party; (c) a material adverse effect upon the legality, validity, binding
effect or enforceability against any Loan Party of any Loan Document to which it
is a party; or (d) the imposition by the DOE of a requirement that the Borrower,
any Subsidiary or any School post or procure or obtain the issuance of a Title
IV Letter of Credit in an amount in excess of the then-unused Letter of Credit
Sublimit in order to establish the continued eligibility of the Borrower, any
Subsidiary or any School to participate in Title IV Programs.

      


      "Maturity Date" means
December 1, 2012; provided, however, that if such
date is not a Business Day, the Maturity Date shall be the next preceding
Business Day.

      


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

      


      "Multiemployer Plan"
means any employee benefit plan of the type described in Section 4001(a)(3) of
ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to
make contributions, or during the preceding five plan years, has made or been
obligated to make contributions.

      


      "Net Cash Proceeds"
means the aggregate cash or Cash Equivalents proceeds received by any Loan Party
or any Subsidiary in respect of any Disposition, Debt Issuance or Involuntary
Disposition, net of (a) direct costs incurred in connection therewith
(including, without limitation, legal, accounting and investment banking fees,
and sales commissions), (b) taxes paid or payable as a result thereof and (c) in
the case of any Disposition or any Involuntary Disposition, the amount necessary
to retire any Indebtedness secured by a Permitted Lien (ranking senior to any
Lien of the Administrative Agent) on the related property; it being understood
that "Net Cash Proceeds" shall include, without limitation, any cash or Cash
Equivalents received upon the sale or other disposition of any other
consideration received by any Loan Party or any Subsidiary in any Disposition,
Debt Issuance or Involuntary Disposition.

      


      "Note" has the meaning
specified in Section
2.11(a).

      


      "Obligations" means
all advances to, and debts, liabilities, obligations, covenants and duties of,
any Loan Party arising under any Loan Document or otherwise with respect to any
Loan or Letter of Credit, whether direct or indirect (including those acquired
by assumption), absolute or contingent, due or to become due, now existing or
hereafter arising and including interest and fees that accrue after the
commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding. The foregoing shall also include (a) all obligations under any
Swap Contract between any Loan Party or any Subsidiary and any Lender or
Affiliate of a Lender that is permitted to be incurred pursuant to Section 8.03(c) and
(b) all obligations under any Treasury Management Agreement between any Loan
Party or any Subsidiary and any Lender or Affiliate of a
Lender.


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      "Organization
Documents" means, (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); (b) with
respect to any limited liability company, the certificate or articles of
formation or organization and operating agreement; and (c) with respect to any
partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

      


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

      


      "Outstanding Amount"
means (a) with respect to any Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments
or repayments of any Loans occurring on such date; and (b) with respect to any
L/C Obligations on any date, the amount of such L/C Obligations on such date
after giving effect to any L/C Credit Extension occurring on such date and any
other changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements by the Borrower of Unreimbursed
Amounts.

      


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

      


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

      


      "Pension Plan" means
any "employee pension benefit plan" (as such term is defined in Section 3(2) of
ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA
and is sponsored or maintained by the Borrower or any ERISA Affiliate or to
which the Borrower or any ERISA Affiliate contributes or has an obligation to
contribute, or in the case of a multiple employer or other plan described in
Section 4064(a) of ERISA, has made contributions at any time during the
immediately preceding five plan years.

      


      "Permitted
Acquisition" means an Acquisition by any Loan Party that satisfies the
following criteria:  (a) the Borrower shall have given to the
Administrative Agent at least thirty (30) days' prior written notice of the
proposed closing date of such Acquisition (together with a summary of the
principal terms of such Acquisition and identifying the parties thereto); (b)
such Acquisition is non-hostile (i.e., the prior, effective written consent or
approval to such Acquisition of the board of directors or equivalent governing
body of the target is obtained); (c) the target is in an Eligible Line of
Business and has its primary operations within the United States; (d) if the
target is an "eligible institution" (as defined in 34 C.F.R. Sections 600.2 and
600.5) and the total consideration for the Acquisition exceeds $15,000,000, such
target is in good standing with all applicable Accrediting Bodies (it being
understood that, for purposes hereof, a target shall be deemed not to be in good
standing if it shall have received an order, notice or other decision from an
Accrediting Body in a jurisdiction in which such target provides post secondary
education, to the effect that the authority of such target to provide
postsecondary education in such jurisdiction is or will be withdrawn, revoked or
terminated); (e) immediately before and after giving effect to such Acquisition,
(i) no Default shall exist and (ii) the Consolidated Leverage Ratio (calculated
on a Pro Forma Basis after giving effect to such Acquisition) is less than 1.75
to 1.0; and (f) the Borrower shall have delivered to the Administrative Agent a
certificate of a senior responsible officer satisfactory to the Administrative
Agent to the effect of the matters set forth in the clauses (b) through (e)
above (it being understood that such certificate shall include reasonable
calculations supporting the matters set forth therein).


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      "Permitted Investment"
means a Cash Equivalent of any maturity date.

      


      "Permitted Liens"
means, at any time, Liens in respect of property of any Loan Party or any
Subsidiary permitted to exist at such time pursuant to the terms of Section
8.01.

      


      "Permitted Transfers"
means (a) Dispositions of inventory in the ordinary course of business; (b)
Dispositions of property of the Borrower and its Subsidiaries to one another;
provided, that
if the transferor of such property is a Loan Party then the transferee thereof
must be a Loan Party; provided further, that no
Disposition of property to ComTech shall be permitted hereunder; (c) so long as
no Default has occurred and is continuing or would arise as a result thereof,
the Disposition of delinquent notes or accounts receivable in the ordinary
course of business for purposes of collection only (and not for the purpose of
any bulk sale or Securitization Transaction); (d) so long as no Default has
occurred and is continuing or would arise as a result thereof, the Disposition
of any tangible personal property that, in the reasonable business judgment of
the Borrower or the relevant Subsidiary has become obsolete or worn out, and
which is disposed of in the ordinary course of business; (e) licenses,
sublicenses, leases or subleases granted to others not interfering in any
material respect with the business of the Borrower and its Subsidiaries; and (f)
the sale or disposition of Cash Equivalents for fair market value.

      


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

      


      "Plan" means any
"employee benefit plan" (as such term is defined in Section 3(3) of ERISA)
established by the Borrower or, with respect to any such plan that is subject to
Section 412, Section 430 or Section 431 of the Internal Revenue Code or Title IV
of ERISA, any ERISA Affiliate.

      


      "Platform" has the
meaning specified in Section
7.02.

      


      "Prime Rate" means the
rate of interest in effect for such day as publicly announced from time to time
by Bank of America as its "prime rate."  The "prime rate" is a rate
set by Bank of America based upon various factors including Bank of America's
costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at, above,
or below such announced rate.  Any change in the "prime rate"
announced by Bank of America shall take effect at the opening of business on the
day specified in the public announcement of such change.

      


      "Pro Forma Basis"
means, with respect to any transaction, that for purposes of calculating the
financial covenants set forth in Section 8.11, such
transaction shall be deemed to have occurred as of the first day of the most
recent four fiscal quarter period preceding the date of such transaction for
which financial statements were required to be delivered pursuant to Section 7.01(a) or
(b).  In
connection with the foregoing, (a) with respect to any Disposition or
Involuntary Disposition, (i) income statement and cash flow statement items
(whether positive or negative) attributable to the property disposed of shall be
excluded to the extent relating to any period occurring prior to the date of
such transaction and (ii) Indebtedness which is retired shall be excluded and
deemed to have been retired as of the first day of the applicable period and (b)
with respect to any Acquisition, (i) income statement and cash flow statement
items attributable to the Person or property acquired shall be included to the
extent relating to any period applicable in such calculations to the extent (A)
such items are not otherwise included in such income statement and cash flow
statement items for the Borrower and its Subsidiaries in accordance with GAAP or
in accordance with any defined terms set forth in Section 1.01 and (B)
such items are supported by financial statements or other information reasonably
satisfactory to the Administrative Agent and (ii) any Indebtedness incurred or
assumed by any Loan Party or any Subsidiary (including the Person or property
acquired) in connection with such transaction and any Indebtedness of the Person
or property acquired which is not retired in connection with such transaction
(A) shall be deemed to have been incurred as of the first day of the applicable
period and (B) if such Indebtedness has a floating or formula rate, shall have
an implied rate of interest for the applicable period for purposes of this
definition determined by utilizing the rate which is or would be in effect with
respect to such Indebtedness as at the relevant date of
determination.


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      "Public Lender" has
the meaning specified in Section
7.02.

      


      "Purchase Money
Indebtedness" means Indebtedness incurred to finance the purchase price
of, or cost of construction or improvement of, property at the time of or within
ninety (90) days before or after the date of such purchase, construction or
improvement and in a principal amount not exceeding the purchase price or cost
of such construction or improvement, as the case may be, of such
property.

      


      "RCRA" means the Solid
Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of
1976 and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§6901 et seq.

      


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

      


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

      


      "Release" means any
spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, migration, dumping, or disposing into the indoor or outdoor
environment, including, without limitation, the abandonment or discarding of
barrels, drums, containers, tanks or other receptacles containing any Hazardous
Material.

      


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

      


      "Request for Credit
Extension" means (a) with respect to a Borrowing, conversion or
continuation of Loans, a Loan Notice, (b) with respect to an L/C Credit
Extension, a Letter of Credit Application, and (c) with respect to a Swing Line
Loan, a Swing Line Loan Notice.

      


      "Required Lenders"
means, at any time, Lenders holding in the aggregate more than 50% of (a) the
unfunded Commitments and the outstanding Loans, L/C Obligations and
participations therein or (b) if the Commitments have been terminated, the
outstanding Loans, L/C Obligations and participations therein.  The
unfunded Commitments of, and the outstanding Loans, L/C Obligations and
participations therein held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required
Lenders.

      


      "Responsible Officer"
means the chief executive officer, president, chief financial officer,
treasurer, assistant treasurer or controller of a Loan Party and any other
officer of the applicable Loan Party so designated by any of the foregoing
officers in a notice to the Administrative Agent.  Any document
delivered hereunder that is signed by a Responsible Officer of a Loan Party
shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      "Restricted Payment"
means (a) any dividend or other distribution (whether in cash, securities or
other property) with respect to any Equity Interests of any Person, (b) any
payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement,
defeasance, acquisition, cancellation or termination of any such Equity
Interests or on account of any return of capital to such Person's stockholders,
partners or members (or the equivalent Person thereof), (c) any option, warrant
or other right to acquire any such dividend or other distribution or payment or
(d) any direct or indirect payment of any management, consulting, finder's or
similar fees to any Affiliate of the Borrower or its Subsidiaries.

      


      "Revolving Commitment"
means, as to each Lender, its obligation to (a) make Revolving Loans to the
Borrower pursuant to Section 2.01, (b)
purchase participations in L/C Obligations, and (c) purchase participations in
Swing Line Loans, in an aggregate principal amount at any one time outstanding
not to exceed the amount set forth opposite such Lender's name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto or in any documentation executed by such Lender pursuant to Section 2.01(b), as
applicable as such amount may be adjusted from time to time in accordance with
this Agreement.

      


      "Revolving Loan" has
the meaning specified in Section
2.01(a).

      


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

      


      "Sale and Leaseback
Transaction" means, with respect to any Loan Party or any Subsidiary, any
arrangement, directly or indirectly, with any Person whereby such Loan Party or
such Subsidiary shall sell or transfer any property used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property that it intends to use for substantially the
same purpose or purposes as the property being sold or transferred.

      


      "School" means a
postsecondary institution of higher education and its additional locations,
taken together, operated by the Borrower or any Subsidiary.

      


      "SEC" means the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any of its principal functions.

      


      "Secretary of the
DOE" shall
mean the Secretary of the DOE or an official employee of the DOE acting for the
Secretary of the DOE under a delegation of authority.

      


      "Securitization
Transaction" means, with respect to any Person, any financing transaction
or series of financing transactions (including factoring arrangements) pursuant
to which such Person or any Subsidiary of such Person may sell, convey or
otherwise transfer, or grant a security interest in, accounts, payments,
receivables, rights to future lease payments or residuals or similar rights to
payment to a special purpose subsidiary or Affiliate of such
Person.

      


      "Security Agreement"
means the security and pledge agreement dated as of the Closing Date executed in
favor of the Administrative Agent by each of the Loan Parties.

      


      "Significant Regulatory
Event" means, as the context may require, either (a) a failure of a
Person to maintain its status as an "eligible institution", as defined in 34
C.F.R. Sections 600.2 and 600.5, (b) a failure of a Person to maintain its
eligibility to participate in Title IV Programs (including without limitation
any suspension or termination of Title IV funding), (c) a failure of a Person to
maintain in effect any of its Accreditations, or (d) a failure of a Person to
maintain in full force and effect its licenses to provide post-secondary
education in any jurisdiction, which failure of any of the types described in
clauses (a), (b), (c) and (d) when taken together with all other such failures
of any of the types described in clauses (a), (b), (c) and (d) occurring during
the current fiscal quarter and the three previous fiscal quarters of the
Borrower, affects (x) Schools which contributed more than 10% of the
Consolidated EBITDA of the Borrower and its Subsidiaries for the most recent
four complete fiscal quarters of the Borrower, or (y) Schools the assets of
which comprise more than 10% of the Consolidated Total Assets as of the end of
the most recent fiscal quarter of the Borrower.


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      "Solvent" or "Solvency" means, with
respect to any Person as of a particular date, that on such date (a) such Person
is able to pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the ordinary course of business, (b) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's ability to pay such debts and liabilities as
they mature in the ordinary course of business, (c) such Person is not engaged
in a business or a transaction, and is not about to engage in a business or a
transaction, for which such Person's property would constitute unreasonably
small capital, (d) the fair value of the property of such Person is greater than
the total amount of liabilities, including contingent liabilities, of such
Person and (e) the present fair salable value of the assets of such Person is
not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured.  The
amount of contingent liabilities at any time shall be computed as the amount
that, in the light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.

      


      "Student Note
Receivables" means, the aggregate outstanding principal amount of loans
to students or former students of any Borrower and its
Subsidiaries.

      


      "Subsidiary" of a
Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of Voting
Stock is at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person.  Unless otherwise specified, all references herein to
a "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries
of the Borrower.

      


      "Swap Contract" means
(a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject to
any master agreement, and (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a "Master Agreement"),
including any such obligations or liabilities under any Master
Agreement.

      


      "Swap Termination
Value" means, in respect of any one or more Swap Contracts, after taking
into account the effect of any legally enforceable netting agreement relating to
such Swap Contracts, (a) for any date on or after the date such Swap Contracts
have been closed out and termination value(s) determined in accordance
therewith, such termination value(s) and (b) for any date prior to the date
referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined based upon one or more
mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      "Swing Line Lender"
means Bank of America in its capacity as provider of Swing Line Loans, or any
successor swing line lender hereunder.

      


      "Swing Line Loan" has
the meaning specified in Section
2.04(a).

      


      "Swing Line Loan
Notice" means a notice of a Borrowing of Swing Line Loans pursuant to
Section
2.04(b), which, if in writing, shall be substantially in the form of
Exhibit
2.04.

      


      "Swing Line Sublimit"
means an amount equal to the lesser of (a) $5,000,000 and (b) the Aggregate
Revolving Commitments.  The Swing Line Sublimit is part of, and not in
addition to, the Aggregate Revolving Commitments.

      


      "Synthetic Lease"
means any synthetic lease, tax retention operating lease, off-balance sheet loan
or similar off-balance sheet financing arrangement whereby the arrangement is
considered borrowed money indebtedness for tax purposes but is classified as an
operating lease or does not otherwise appear on a balance sheet under
GAAP.

      


      "Taxes" means all
present or future taxes, levies, imposts, duties, deductions, withholdings
(including backup withholding), assessments, fees or other charges imposed by
any Governmental Authority, including any interest, additions to tax or
penalties applicable thereto.

      


      "Threshold Amount"
means $3,000,000.

      


      "Title IV Letter of
Credit" means a letter of credit required by the DOE to enable the
Borrower, any Subsidiary or a School to satisfy the DOE's requirements of
financial responsibility necessary for its continued eligibility to participate
in the Title IV Programs.

      


      "Title IV Programs"
means the Title IV Programs as listed in 34 C.F.R. Section
668.1(c).

      


      "Total Revolving
Outstandings" means the aggregate Outstanding Amount of all Revolving
Loans, all Swing Line Loans and all L/C Obligations.

      


      "Treasury Management
Agreement" means any agreement governing the provision of treasury or
cash management services, including deposit accounts, overnight draft, credit or
debit cards (including commercial card services), funds transfer, automated
clearinghouse, zero balance accounts, returned check concentration, controlled
disbursement, lockbox, account reconciliation and reporting and trade finance
services and other cash management services.

      


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

      


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

      


      "Unreimbursed Amount"
has the meaning specified in Section
2.03(c)(i).


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      "Voting Stock" means,
with respect to any Person, Equity Interests issued by such Person the holders
of which are ordinarily, in the absence of contingencies, entitled to vote for
the election of directors (or persons performing similar functions) of such
Person, even though the right so to vote has been suspended by the happening of
such a contingency.

      


      
        	
                1.02

              	
                Other
      Interpretive Provisions.

              


      

      


      With
reference to this Agreement and each other Loan Document, unless otherwise
specified herein or in such other Loan Document:

      


      (a)           The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  The words "include," "includes" and "including" shall be
deemed to be followed by the phrase "without limitation."  The word
"will" shall be
construed to have the same meaning and effect as the word "shall."  Unless
the context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document (including any Organization Document)
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Loan Document), (ii) any reference herein to any Person shall be
construed to include such Person's successors and assigns, (iii) the words
"herein,"
"hereof" and
"hereunder,"
and words of similar import when used in any Loan Document, shall be construed
to refer to such Loan Document in its entirety and not to any particular
provision thereof, (iv) all references in a Loan Document to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, the Loan Document in which such references
appear, (v) any reference to any law shall include all statutory and regulatory
provisions consolidating, amending, replacing or interpreting such law and any
reference to any law or regulation shall, unless otherwise specified, refer to
such law or regulation as amended, modified or supplemented from time to time,
and (vi) the words "asset" and "property" shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

      


      (b)           In
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including;"
the words "to"
and "until"
each mean "to but
excluding;" and the word "through" means "to and
including."

      


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

      


      
        	
                1.03

              	
                Accounting
      Terms.

              


      

      


      (a)           Generally.  Except
as otherwise specifically prescribed herein, all accounting terms not
specifically or completely defined herein shall be construed in conformity with,
and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements.


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      (b)           Changes in
GAAP.  If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrower or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrower shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in
GAAP.

      


      (c)           Calculations.  Notwithstanding
the above, the parties hereto acknowledge and agree that all calculations of the
financial covenants in Section 8.11
(including for purposes of determining the Applicable Rate) shall be made on a
Pro Forma Basis with respect to any Disposition (other than Permitted
Transfers), Involuntary Disposition or Acquisition occurring during the
applicable period.

      


      
        	
                1.04

              	
                Rounding.

              


      

      


      Any
financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no nearest number).

      


      
        	
                1.05

              	
                Times
      of Day.

              


      

      


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

      


      
        	
                1.06

              	
                Letter
      of Credit Amounts.

              


      

      


      Unless
otherwise specified herein, the amount of a Letter of Credit at any time shall
be deemed to be the stated amount of such Letter of Credit in effect at such
time; provided,
however, that
with respect to any Letter of Credit that, by its terms or the terms of any
Issuer Document related thereto, provides for one or more automatic increases in
the stated amount thereof, the amount of such Letter of Credit shall be deemed
to be the maximum stated amount of such Letter of Credit after giving effect to
all such increases, whether or not such maximum stated amount is in effect at
such time.

      


      


      ARTICLE
II

      


      THE
COMMITMENTS AND CREDIT EXTENSIONS

      


      
        	
                2.01

              	
                Revolving
      Loans.

              


      

      


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


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      (b)           Increases of the Aggregate
Revolving Commitments.  The Borrower shall have the right, upon
at least five Business Days' prior written notice to the Administrative Agent,
to increase the Aggregate Revolving Commitments by up to $60,000,000 in the
aggregate in one or more increases, at any time prior to the date that is six
months prior to the Maturity Date, subject, however, in any such
case, to satisfaction of the following conditions precedent:

      


      (i)     
      the Aggregate Revolving Commitments shall
not exceed $175,000,000 without the consent of the Required
Lenders;

      


      (ii)           no
Default shall have occurred and be continuing on the date on which such increase
is to become effective;

      


      (iii)           the
representations and warranties set forth in Article VI shall be
true and correct in all material respects on and as of the date on which such
increase is to become effective, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall
be true and correct in all material respects as of such earlier
date;

      


      (iv)           such
increase shall be in a minimum amount of $10,000,000 and in integral multiples
of $5,000,000 in excess thereof; provided that such
increase may be in any other amount if such amount represents all remaining
availability under the aggregate limit in respect of increases in the Aggregate
Revolving Commitments permitted under this Section
2.01(b);

      


      (v)           such
requested increase shall only be effective upon receipt by the Administrative
Agent of (A) additional Revolving Commitments in a corresponding amount of such
requested increase from either existing Lenders and/or one or more other
institutions that qualify as Eligible Assignees (it being understood and agreed
that no existing Lender shall be required to provide an additional Revolving
Commitment) and (B) documentation from each institution providing an additional
Revolving Commitment evidencing its additional Revolving Commitment and its
obligations under this Agreement in form and substance reasonably acceptable to
the Administrative Agent;

      


      (vi)           the
Administrative Agent shall have received all documents (including resolutions of
the board of directors of the Borrower and the Guarantors) it may reasonably
request relating to the corporate or other necessary authority for such increase
and the validity of such increase in the Aggregate Revolving Commitments, and
any other matters relevant thereto, all in form and substance reasonably
satisfactory to the Administrative Agent; and

      


      (vii)           if
any Revolving Loans are outstanding at the time of the increase in the Aggregate
Revolving Commitments, the Borrower shall, if applicable, prepay one or more
existing Revolving Loans (such prepayment to be subject to Section 3.05) in an
amount necessary such that after giving effect to the increase in the Aggregate
Revolving Commitments, each Lender will hold its pro rata share (based on its
Applicable Percentage of the increased Aggregate Revolving Commitments) of
outstanding Revolving Loans.


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      
        	
                2.02

              	
                Borrowings,
      Conversions and Continuations of
Loans.

              


      

      


      (a)           Each
Borrowing, each conversion of Loans from one Type to the other, and each
continuation of Eurodollar Rate Loans shall be made upon the Borrower's
irrevocable notice to the Administrative Agent, which may be given by
telephone.  Each such notice must be received by the Administrative
Agent not later than 12:00 noon (i) three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of, Eurodollar Rate
Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii)
on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the
Borrower wishes to request Eurodollar Rate Loans having an Interest Period other
than one, two, three or six months in duration as provided in the definition of
"Interest Period," the applicable notice must be received by the Administrative
Agent not later than 12:00 noon four Business Days prior to the requested date
of such Borrowing, conversion or continuation, whereupon the Administrative
Agent shall give prompt notice to the Lenders of such request and determine
whether the requested Interest Period is acceptable to all of
them.  Not later than 12:00 noon, three Business Days before the
requested date of such Borrowing, conversion or continuation, the Administrative
Agent shall notify the Borrower (which notice may be by telephone) whether or
not the requested Interest Period has been consented to by all the
Lenders.  Each telephonic notice by the Borrower pursuant to this
Section 2.02(a)
must be confirmed promptly by delivery to the Administrative Agent of a written
Loan Notice, appropriately completed and signed by a Responsible Officer of the
Borrower.  Each Borrowing of, conversion to or continuation of
Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole
multiple of $500,000 in excess thereof.  Except as provided in Sections 2.03(c) and
2.04(c), each
Borrowing of or conversion to Base Rate Loans shall be in a principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof.  Each Loan
Notice (whether telephonic or written) shall specify (i) whether the Borrower is
requesting a Borrowing, a conversion of Loans from one Type to the other, or a
continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing,
conversion or continuation, as the case may be (which shall be a Business Day),
(iii) the principal amount of Loans to be borrowed, converted or continued, (iv)
the Type of Loans to be borrowed or to which existing Loans are to be converted,
and (v) if applicable, the duration of the Interest Period with respect
thereto.  If the Borrower fails to specify a Type of a Loan in a Loan
Notice or if the Borrower fails to give a timely notice requesting a conversion
or continuation, then the applicable Loans shall be made as, or converted to,
Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be
effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurodollar Rate Loans.  If the Borrower requests a
Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any
Loan Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month.  Notwithstanding anything
to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar
Rate Loan.

      


      (b)           Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its Applicable Percentage of the applicable Loans, and
if no timely notice of a conversion or continuation is provided by the Borrower,
the Administrative Agent shall notify each Lender of the details of any
automatic conversion to Base Rate Loans as described in the preceding
subsection.  In the case of a Borrowing, each Lender shall make the
amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent's Office not later than 2:00 p.m. on
the Business Day specified in the applicable Loan Notice.  Upon
satisfaction of the applicable conditions set forth in Section 5.02 (and, if
such Borrowing is the initial Credit Extension, Section 5.01), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of Bank of America with the amount of
such funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent
by the Borrower; provided, however, that if, on
the date of a Borrowing of Revolving Loans, there are L/C Borrowings
outstanding, then the proceeds of such Borrowing, first, shall be applied to the
payment in full of any such L/C Borrowings and second, shall be made
available to the Borrower as provided above.


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


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

      


      (d)           The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurodollar Rate Loans upon
determination of such interest rate.  At any time that Base Rate Loans
are outstanding, the Administrative Agent shall notify the Borrower and the
Lenders of any change in the Prime Rate used in determining the Base Rate
promptly following the public announcement of such change.

      


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

      


      
        	
                2.03

              	
                Letters
      of Credit.

              


      

      


      (a)           The Letter of Credit
Commitment.

      


      (i)          
 Subject to the terms and conditions set forth herein, (A) the L/C Issuer
agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1)
from time to time on any Business Day during the period from the Closing Date
until the Letter of Credit Expiration Date, to issue Letters of Credit in
Dollars for the account of the Borrower or any of its Subsidiaries, and to amend
or extend Letters of Credit previously issued by it, in accordance with
subsection (b) below, and (2) to honor drawings under the Letters of Credit; and
(B) the Lenders severally agree to participate in Letters of Credit issued for
the account of the Borrower or its Subsidiaries and any drawings thereunder;
provided that
after giving effect to any L/C Credit Extension with respect to any Letter of
Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate
Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving
Loans of any Lender, plus such Lender's
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall
not exceed such Lender's Revolving Commitment and (z) the Outstanding Amount of
the L/C Obligations shall not exceed the Letter of Credit
Sublimit.  Each request by the Borrower for the issuance or amendment
of a Letter of Credit shall be deemed to be a representation by the Borrower
that the L/C Credit Extension so requested complies with the conditions set
forth in the proviso to the preceding sentence.  Within the foregoing
limits, and subject to the terms and conditions hereof, the Borrower's ability
to obtain Letters of Credit shall be fully revolving, and accordingly the
Borrower may, during the foregoing period, obtain Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and
reimbursed.  All Existing Letters of Credit shall be deemed to have
been issued pursuant hereto, and from and after the Closing Date shall be
subject to and governed by the terms and conditions hereof.

      


      (ii)           The
L/C Issuer shall not issue any Letter of Credit if:


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      (A)           subject
to Section
2.03(b)(iii), the expiry date of such requested Letter of Credit would
occur more than twelve months after the date of issuance or last extension,
unless the Required Lenders have approved such expiry date; or

      


      (B)           the
expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date, unless all the Lenders have approved such expiry
date.

      


      (iii)           The
L/C Issuer shall not be under any obligation to issue any Letter of Credit
if:

      


      (A)           any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter
of Credit, or any Law applicable to the L/C Issuer or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which the
L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing
Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense
which was not applicable on the Closing Date and which the L/C Issuer in good
faith deems material to it;

      


      (B)           the
issuance of such Letter of Credit would violate one or more policies of the L/C
Issuer applicable to letters of credit generally;

      


      (C)           except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter
of Credit is in an initial stated amount less than $50,000;

      


      (D)           such
Letter of Credit is to be denominated in a currency other than
Dollars;

      


      (E)           such
Letter of Credit contains any provisions for automatic reinstatement of the
stated amount after any drawing thereunder; or

      


      (F)           a
default of any Lender's obligations to fund under Section 2.03(c)
exists or any Lender is at such time a Defaulting Lender or an Impacted Lender
hereunder, unless the L/C Issuer has entered into arrangements satisfactory to
the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer's
risk with respect to such Lender.

      


      (iv)           The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under
the terms hereof.

      


      (v)           The
L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the
L/C Issuer would have no obligation at such time to issue such Letter of Credit
in its amended form under the terms hereof, or (B) the beneficiary of such
Letter of Credit does not accept the proposed amendment to such Letter of
Credit.

      


      (vi)           The
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and the L/C Issuer
shall have all of the benefits and immunities (A) provided to the Administrative
Agent in Article
X with respect to any acts taken or omissions suffered by the L/C Issuer
in connection with Letters of Credit issued by it or proposed to be issued by it
and Issuer Documents pertaining to such Letters of Credit as fully as if the
term "Administrative Agent" as used in Article X included
the L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      (b)           Procedures for Issuance and
Amendment of Letters of Credit; Auto-Extension Letters of
Credit.

      


      (i)         
  Each Letter of Credit shall be issued or amended, as the case may
be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to
the Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of the
Borrower.  Such Letter of Credit Application must be received by the
L/C Issuer and the Administrative Agent not later than 12:00 noon at least two
Business Days (or such later date and time as the Administrative Agent and the
L/C Issuer may agree in a particular instance in their sole discretion) prior to
the proposed issuance date or date of amendment, as the case may
be.  In the case of a request for an initial issuance of a Letter of
Credit, such Letter of Credit Application shall specify in form and detail
satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested
Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C)
the expiry date thereof; (D) the name and address of the beneficiary thereof;
(E) the documents to be presented by such beneficiary in case of any drawing
thereunder; (F) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; (G) the purpose and nature of the
requested Letter of Credit; and (H) such other matters as the L/C Issuer may
require.  In the case of a request for an amendment of any outstanding
Letter of Credit, such Letter of Credit Application shall specify in form and
detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended;
(B) the proposed date of amendment thereof (which shall be a Business Day); (C)
the nature of the proposed amendment; and (D) such other matters as the L/C
Issuer may require.  Additionally, the Borrower shall furnish to the
L/C Issuer and the Administrative Agent such other documents and information
pertaining to such requested Letter of Credit issuance or amendment, including
any Issuer Documents, as the L/C Issuer or the Administrative Agent may
require.

      


      (ii)           Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm
with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the Borrower and, if not, the L/C Issuer will provide the Administrative
Agent with a copy thereof.  Unless the L/C Issuer has received written
notice from any Lender, the Administrative Agent or any Loan Party, at least one
Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained in
Article V shall
not be satisfied, then, subject to the terms and conditions hereof, the L/C
Issuer shall, on the requested date, issue a Letter of Credit for the account of
the Borrower or the applicable Subsidiary or enter into the applicable
amendment, as the case may be, in each case in accordance with the L/C Issuer's
usual and customary business practices.  Immediately upon the issuance
of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably
and unconditionally agrees to, purchase from the L/C Issuer a risk participation
in such Letter of Credit in an amount equal to the product of such Lender's
Applicable Percentage times the amount of
such Letter of Credit.

      


      (iii)           If
the Borrower so requests in any applicable Letter of Credit Application, the L/C
Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit that has automatic extension provisions (each, an "Auto-Extension Letter of
Credit"); provided that any
such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any
such extension at least once in each twelve-month period (commencing with the
date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the "Non-Extension Notice
Date") in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued.  Unless otherwise directed by the L/C
Issuer, the Borrower shall not be required to make a specific request to the L/C
Issuer for any such extension.  Once an Auto-Extension Letter of
Credit has been issued, the Lenders shall be deemed to have authorized (but may
not require) the L/C Issuer to permit the extension of such Letter of Credit at
any time to an expiry date not later than the Letter of Credit Expiration Date;
provided, however, that the L/C
Issuer shall not permit any such extension if (A) the L/C Issuer has determined
that it would not be permitted, or would have no obligation, at such time to
issue such Letter of Credit in its revised form (as extended) under the terms
hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
otherwise), or (B) it has received notice (which may be by telephone or in
writing) on or before the day that is seven Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the Required
Lenders have elected not to permit such extension or (2) from the Administrative
Agent, any Lender or the Borrower that one or more of the applicable conditions
specified in Section
5.02 is not then satisfied, and in each case directing the L/C Issuer not
to permit such extension.


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      (iv)           Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
the L/C Issuer will also deliver to the Borrower and the Administrative Agent a
true and complete copy of such Letter of Credit or amendment.

      


      (c)           Drawings and Reimbursements;
Funding of Participations.

      


      (i)          
 Upon receipt from the beneficiary of any Letter of Credit of any notice of
drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower
and the Administrative Agent thereof.  Not later than 12:00 noon on
the date of any payment by the L/C Issuer under a Letter of Credit (each such
date, an "Honor
Date"), the Borrower shall reimburse the L/C Issuer through the
Administrative Agent in an amount equal to the amount of such
drawing.  If the Borrower fails to so reimburse the L/C Issuer by such
time, the Administrative Agent shall promptly notify each Lender of the Honor
Date, the amount of the unreimbursed drawing (the "Unreimbursed
Amount"), and the amount of such Lender's Applicable Percentage
thereof.  In such event, the Borrower shall be deemed to have
requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an
amount equal to the Unreimbursed Amount, without regard to the minimum and
multiples specified in Section 2.02 for the
principal amount of Base Rate Loans, but subject to the conditions set forth in
Section 5.02
(other than the delivery of a Loan Notice) and provided that, after giving
effect to such Borrowing, the Total Revolving Outstandings shall not exceed the
Aggregate Revolving Commitments.  Any notice given by the L/C Issuer
or the Administrative Agent pursuant to this Section 2.03(c)(i)
may be given by telephone if immediately confirmed in writing; provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.

      


      (ii)           Each
Lender shall upon any notice pursuant to Section 2.03(c)(i)
make funds available to the Administrative Agent for the account of the L/C
Issuer at the Administrative Agent's Office in an amount equal to its Applicable
Percentage of the Unreimbursed Amount not later than 2:00 p.m. on the Business
Day specified in such notice by the Administrative Agent, whereupon, subject to
the provisions of Section 2.03(c)(iii),
each Lender that so makes funds available shall be deemed to have made a Base
Rate Loan to the Borrower in such amount.  The Administrative Agent
shall remit the funds so received to the L/C Issuer.


      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      (iii)           With
respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing
of Base Rate Loans because the conditions set forth in Section 5.02 cannot
be satisfied or for any other reason, the Borrower shall be deemed to have
incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
Amount that is not so refinanced, which L/C Borrowing shall be due and payable
on demand (together with interest) and shall bear interest at the Default
Rate.  In such event, each Lender's payment to the Administrative
Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii)
shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section
2.03.

      


      (iv)           Until
each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to
reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender's Applicable Percentage of such amount shall
be solely for the account of the L/C Issuer.

      


      (v)           Each
Lender's obligation to make Revolving Loans or L/C Advances to reimburse the L/C
Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c),
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the L/C Issuer, the Borrower or
any other Person for any reason whatsoever; (B) the occurrence or continuance of
a Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each
Lender's obligation to make Revolving Loans pursuant to this Section 2.03(c) is
subject to the conditions set forth in Section 5.02 (other
than delivery by the Borrower of a Loan Notice).  No such making of an
L/C Advance shall relieve or otherwise impair the obligation of the Borrower to
reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer
under any Letter of Credit, together with interest as provided
herein.

      


      (vi)           If
any Lender fails to make available to the Administrative Agent for the account
of the L/C Issuer any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.03(c) by
the time specified in Section 2.03(c)(ii),
the L/C Issuer shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the L/C Issuer in
accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the L/C Issuer
in connection with the foregoing.  If such Lender pays such amount
(with interest and fees as aforesaid), the amount so paid shall constitute such
Lender's Revolving Loan included in the relevant Borrowing or L/C Advance in
respect of the relevant L/C Borrowing, as the case may be.  A
certificate of the L/C Issuer submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (vi)
shall be conclusive absent manifest error.

      


      (d)           Repayment of
Participations.

      


      (i)           At
any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender's L/C Advance in respect of such
payment in accordance with Section 2.03(c), if
the Administrative Agent receives for the account of the L/C Issuer any payment
in respect of the related Unreimbursed Amount or interest thereon (whether
directly from the Borrower or otherwise, including proceeds of cash collateral
applied thereto by the Administrative Agent), the Administrative Agent will
distribute to such Lender its Applicable Percentage thereof in the same funds as
those received by the Administrative Agent.


      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      (ii)           If
any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 11.05
(including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Lender shall pay to the Administrative Agent for the account
of the L/C Issuer its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Lender, at a rate per annum equal to the
Federal Funds Rate from time to time in effect.  The obligations of
the Lenders under this clause shall survive the payment in full of the
Obligations and the termination of this Agreement.

      


      (e)           Obligations
Absolute.  The obligation of the Borrower to reimburse the L/C
Issuer for each drawing under each Letter of Credit and to repay each L/C
Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including the following:

      


      (i)       
    any lack of validity or enforceability of such Letter of
Credit, this Agreement or any other Loan Document;

      


      (ii)           the
existence of any claim, counterclaim, setoff, defense or other right that any
Loan Party or any Subsidiary may have at any time against any beneficiary or any
transferee of such Letter of Credit (or any Person for whom any such beneficiary
or any such transferee may be acting), the L/C Issuer or any other Person,
whether in connection with this Agreement, the transactions contemplated hereby
or by such Letter of Credit or any agreement or instrument relating thereto, or
any unrelated transaction;

      


      (iii)           any
draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;

      


      (iv)           any
payment by the L/C Issuer under such Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter
of Credit; or any payment made by the L/C Issuer under such Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other
representative of or successor to any beneficiary or any transferee of such
Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law; or

      


      (v)           any
other circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a
defense available to, or a discharge of, any Loan Party or any
Subsidiary.

      


      The
Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer.  The Borrower shall
be conclusively deemed to have waived any such claim against the L/C Issuer and
its correspondents unless such notice is given as aforesaid.


      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      (f)     
      Role of L/C
Issuer.  Each Lender and the Borrower agree that, in paying any
drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by such Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.  None of the L/C
Issuer, the Administrative Agent, any of their respective Related Parties nor
any correspondent, participant or assignee of the L/C Issuer shall be liable to
any Lender for (i) any action taken or omitted in connection herewith at the
request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document.  The Borrower hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the Borrower's pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement.  None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e);
provided, however, that
anything in such clauses to the contrary notwithstanding, the Borrower may have
a claim against the L/C Issuer, and the L/C Issuer may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower which the Borrower
proves were caused by the L/C Issuer's willful misconduct or gross negligence or
the L/C Issuer's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of
Credit.  In furtherance and not in limitation of the foregoing, the
L/C Issuer may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

      


      (g)           Cash
Collateral.  Upon the request of the Administrative Agent, (i)
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding, the Borrower shall, in each case, immediately Cash
Collateralize the then Outstanding Amount of all L/C
Obligations.  Sections 2.05 and
9.02(c) set
forth certain additional requirements to deliver Cash Collateral
hereunder.  For purposes of this Section 2.03, Section 2.05 and
Section
9.02(c), "Cash
Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant to
documentation in form and substance satisfactory to the Administrative Agent and
the L/C Issuer (which documents are hereby consented to by the
Lenders).  Derivatives of such term have corresponding
meanings.  The Borrower hereby grants to the Administrative Agent, for
the benefit of the L/C Issuer and the Lenders, a security interest in all such
cash, deposit accounts and all balances therein and all proceeds of the
foregoing.  Cash Collateral shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America.

      


      (h)           Applicability of
ISP.  Unless otherwise expressly agreed by the L/C Issuer and
the Borrower when a Letter of Credit is issued (including any such agreement
applicable to an Existing Letter of Credit), the rules of the ISP shall apply to
each Letter of Credit.

      


      (i)           Letter of Credit
Fees.  The Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Applicable Percentage a Letter
of Credit fee (the "Letter of Credit
Fee") for each Letter of Credit equal to the Applicable Rate times the daily
amount available to be drawn under such Letter of Credit.  For
purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section
1.06.  Letter of Credit Fees shall be (i) due and payable on
the first Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand and (ii) computed on a quarterly basis in arrears; provided that (1) no
Letter of Credit Fees shall accrue in favor of a Defaulting Lender so long as
such Lender shall be a Defaulting Lender and (2) any Letter of Credit Fees
accrued in favor of a Defaulting Lender during the period prior to the time such
Lender became a Defaulting Lender and unpaid at such time shall not be payable
by the Borrower so long as such Lender shall be a Defaulting
Lender.  If there is any change in the Applicable Rate during any
quarter, the daily amount available to be drawn under each Letter of Credit
shall be computed and multiplied by the Applicable Rate separately for each
period during such quarter that such Applicable Rate was in
effect.  Notwithstanding anything to the contrary contained herein,
upon the request of the Required Lenders, while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default
Rate.


      
        
           


        

        
          33

          
            

          

        

        
           


        

      


      (j)           
Fronting Fee and
Documentary and Processing Charges Payable to L/C Issuer. The Borrower
shall pay directly to the L/C Issuer for its own account a fronting fee with
respect to each Letter of Credit, at the rate per annum specified in the Fee
Letter, computed on the daily amount available to be drawn under such Letter of
Credit and on a quarterly basis in arrears.  Such fronting fee shall
be due and payable on the tenth Business Day after the end of each March, June,
September and December in respect of the most recently-ended quarterly period
(or portion thereof, in the case of the first payment), commencing with the
first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand.  For
purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section
1.06.  In addition, the Borrower shall pay directly to the L/C
Issuer for its own account the customary issuance, presentation, amendment and
other processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect.  Such
customary fees and standard costs and charges are due and payable on demand and
are nonrefundable.

      


      (k)           Conflict with Issuer
Documents.  In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall
control.

      


      (l)        
   Letters of Credit Issued for
Subsidiaries.  Notwithstanding that a Letter of Credit issued
or outstanding hereunder is in support of any obligations of, or is for the
account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C
Issuer hereunder for any and all drawings under such Letter of
Credit.  The Borrower hereby acknowledges that the issuance of Letters
of Credit for the account of Subsidiaries inures to the benefit of the Borrower,
and that the Borrower's business derives substantial benefits from the
businesses of such Subsidiaries.

      


      (m)           Existing Letters of
Credit.  Notwithstanding any term in this Agreement or in any
other Loan Document to the contrary, the Existing Letters of Credit issued by
Harris N.A. shall not be renewed or extended beyond the applicable expiration
dates in effect on the Closing Date; provided, however, that the
Existing Letters of Credit may be replaced upon expiration with Letters of
Credit newly issued hereunder by another L/C Issuer.  Upon the
expiration of the Existing Letters of Credit and payment in full of all amounts
owing to Harris N.A. with respect thereto, Harris N.A. shall cease to be an L/C
Issuer under this Agreement and shall no longer be a party to this Agreement;
provided, however, that Harris
N.A. shall continue to be an "L/C Issuer" for the purposes of Sections 2.03(f) and
11.04.


      
        
           


        

        
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                2.04

              	
                Swing
      Line
      Loans.

              


      

      


      (a)           Swing Line
Facility.  Subject to the terms and conditions set forth
herein, the Swing Line Lender may, in its discretion and in reliance upon the
agreements of the other Lenders set forth in this Section 2.04, make
loans (each such loan, a "Swing Line Loan") to
the Borrower in Dollars from time to time on any Business Day during the
Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing
Line Loans, when aggregated with the Applicable Percentage of the Outstanding
Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line
Lender, may exceed the amount of such Lender's Revolving Commitment; provided, however, that after
giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall
not exceed the Aggregate Revolving Commitments, and (ii) the aggregate
Outstanding Amount of the Revolving Loans of any Lender, plus such Lender's
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall
not exceed such Lender's Revolving Commitment, and provided, further, that the
Borrower shall not use the proceeds of any Swing Line Loan to refinance any
outstanding Swing Line Loan.  Within the foregoing limits, and subject
to the other terms and conditions hereof, the Borrower may borrow under this
Section 2.04,
prepay under Section
2.05, and reborrow under this Section
2.04.  Each Swing Line Loan shall bear interest only at a rate
based on the Base Rate.  Immediately upon the making of a Swing Line
Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Swing Line Lender a risk participation in such
Swing Line Loan in an amount equal to the product of such Lender's Applicable
Percentage times the amount of
such Swing Line Loan.

      


      (b)           Borrowing
Procedures.  Each Borrowing of Swing Line Loans shall be made
upon the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone.  Each such
notice must be received by the Swing Line Lender and the Administrative Agent
not later than 2:00 p.m. on the requested borrowing date, and shall specify (i)
the amount to be borrowed, which shall be a minimum principal amount of $250,000
and integral multiples of $100,000 in excess thereof, and (ii) the requested
borrowing date, which shall be a Business Day.  Each such telephonic
notice must be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the
Borrower.  Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent (by telephone or in writing) of the
contents thereof.  Unless the Swing Line Lender has received notice
(by telephone or in writing) from the Administrative Agent (including at the
request of any Lender) prior to 3:00 p.m. on the date of the proposed Borrowing
of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing
Line Loan as a result of the limitations set forth in the first proviso to the
first sentence of Section 2.04(a), or
(B) that one or more of the applicable conditions specified in Article V is not then
satisfied, then, subject to the terms and conditions hereof, the Swing Line
Lender will, not later than 4:00 p.m. on the borrowing date specified in such
Swing Line Loan Notice, make the amount of its Swing Line Loan available to the
Borrower.

      


      (c)           Refinancing of Swing Line
Loans.

      


      (i)           The
Swing Line Lender at any time in its sole and absolute discretion may request,
on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line
Lender to so request on its behalf), that each Lender make a Base Rate Loan in
an amount equal to such Lender's Applicable Percentage of the amount of Swing
Line Loans then outstanding.  Such request shall be made in writing
(which written request shall be deemed to be a Loan Notice for purposes hereof)
and in accordance with the requirements of Section 2.02, without
regard to the minimum and multiples specified therein for the principal amount
of Base Rate Loans, but subject to the conditions set forth in Section 5.02 (other
than the delivery of a Loan Notice) and provided that, after giving effect to
such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate
Revolving Commitments.  The Swing Line Lender shall furnish the
Borrower with a copy of the applicable Loan Notice promptly after delivering
such notice to the Administrative Agent.  Each Lender shall make an
amount equal to its Applicable Percentage of the amount specified in such Loan
Notice available to the Administrative Agent in immediately available funds for
the account of the Swing Line Lender at the Administrative Agent's Office not
later than 2:00 p.m. on the day specified in such Loan Notice, whereupon,
subject to Section
2.04(c)(ii), each Lender that so makes funds available shall be deemed to
have made a Base Rate Loan to the Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the Swing Line
Lender.


      
        
           


        

        
          35

          
            

          

        

        
           


        

      


      (ii)           If
for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of
Revolving Loans in accordance with Section 2.04(c)(i),
the request for Base Rate Loans submitted by the Swing Line Lender as set forth
herein shall be deemed to be a request by the Swing Line Lender that each of the
Lenders fund its risk participation in the relevant Swing Line Loan and each
Lender's payment to the Administrative Agent for the account of the Swing Line
Lender pursuant to Section 2.04(c)(i)
shall be deemed payment in respect of such participation.

      


      (iii)           If
any Lender fails to make available to the Administrative Agent for the account
of the Swing Line Lender any amount required to be paid by such Lender pursuant
to the foregoing provisions of this Section 2.04(c) by
the time specified in Section 2.04(c)(i),
the Swing Line Lender shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon
for the period from the date such payment is required to the date on which such
payment is immediately available to the Swing Line Lender at a rate per annum
equal to the greater of the Federal Funds Rate and a rate determined by the
Swing Line Lender in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily
charged by the Swing Line Lender in connection with the foregoing.  If
such Lender pays such amount (with interest and fees as aforesaid), the amount
so paid shall constitute such Lender's Revolving Loan included in the relevant
Borrowing or funded participation in the relevant Swing Line Loan, as the case
may be.  A certificate of the Swing Line Lender submitted to any
Lender (through the Administrative Agent) with respect to any amounts owing
under this clause (iii) shall be conclusive absent manifest error.

      


      (iv)           Each
Lender's obligation to make Revolving Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.04(c) shall
be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right that
such Lender may have against the Swing Line Lender, the Borrower or any other
Person for any reason whatsoever, (B) the occurrence or continuance of a
Default, or (C) any other occurrence, event or condition, whether or not similar
to any of the foregoing; provided, however, that each
Lender's obligation to make Revolving Loans pursuant to this Section 2.04(c) is
subject to the conditions set forth in Section
5.02.  No such funding of risk participations shall relieve or
otherwise impair the obligation of the Borrower to repay Swing Line Loans,
together with interest as provided herein.

      


      (d)           Repayment of
Participations.


      
        
           


        

        
          36

          
            

          

        

        
           


        

      


      (i)           At
any time after any Lender has purchased and funded a risk participation in a
Swing Line Loan, if the Swing Line Lender receives any payment on account of
such Swing Line Loan, the Swing Line Lender will distribute to such Lender its
Applicable Percentage thereof in the same funds as those received by the Swing
Line Lender.

      


      (ii)           If
any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line
Lender under any of the circumstances described in Section 11.05
(including pursuant to any settlement entered into by the Swing Line Lender in
its discretion), each Lender shall pay to the Swing Line Lender its Applicable
Percentage thereof on demand of the Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned, at a rate per
annum equal to the Federal Funds Rate.  The Administrative Agent will
make such demand upon the request of the Swing Line Lender.  The
obligations of the Lenders under this clause shall survive the payment in full
of the Obligations and the termination of this Agreement.

      


      (e)           Interest for Account of
Swing Line Lender.  The Swing Line Lender shall be responsible
for invoicing the Borrower for interest on the Swing Line
Loans.  Until each Lender funds its Revolving Loans that are Base Rate
Loans or risk participation pursuant to this Section 2.04 to
refinance such Lender's Applicable Percentage of any Swing Line Loan, interest
in respect of such Applicable Percentage shall be solely for the account of the
Swing Line Lender.

      


      (f)           Payments Directly to Swing
Line Lender.  The Borrower shall make all payments of principal
and interest in respect of the Swing Line Loans directly to the Swing Line
Lender.

      


      
        	
                2.05

              	
                Prepayments.

              


      

      


      (a)           Voluntary Prepayments of
Loans.

      


      (i)       
    Revolving
Loans.  The Borrower may, upon notice from the Borrower to the
Administrative Agent, at any time or from time to time voluntarily prepay
Revolving Loans in whole or in part without premium or penalty; provided that (A)
such notice must be received by the Administrative Agent not later than 12:00
noon (1) three Business Days prior to any date of prepayment of Eurodollar Rate
Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such
prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000
or a whole multiple of $500,000 in excess thereof (or, if less, the entire
principal amount thereof then outstanding); and (C) any prepayment of Base Rate
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof (or, if less, the entire principal amount thereof then
outstanding).  Each such notice shall specify the date and amount of
such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate
Loans are to be prepaid, the Interest Period(s) of such Loans.  The
Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of the amount of such Lender's Applicable Percentage of such
prepayment.  If such notice is given by the Borrower, the Borrower
shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein.  Any prepayment of a
Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount
prepaid, together with any additional amounts required pursuant to Section
3.05.  Each such prepayment shall be applied to the Loans of
the Lenders in accordance with their respective Applicable
Percentages.

      


      (ii)           Swing Line
Loans.  The Borrower may, upon notice to the Swing Line Lender
(with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swing Line Loans in whole or in part without premium or
penalty; provided that (i)
such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such
prepayment shall be in a minimum principal amount of $250,000 or a whole
multiple of $100,000 in excess thereof (or, if less, the entire principal
thereof then outstanding).  Each such notice shall specify the date
and amount of such prepayment.  If such notice is given by the
Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified
therein.


      
        
           


        

        
          37

          
            

          

        

        
           


        

      


      (b)           Mandatory Prepayments of
Loans.

      


      (i)        
   Revolving
Commitments.  If for any reason the Total Revolving
Outstandings at any time exceed the Aggregate Revolving Commitments then in
effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line
Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal
to such excess.

      


      (ii)       
    Dispositions and Involuntary
Dispositions.  The Borrower shall prepay the Loans and/or Cash
Collateralize the L/C Obligations as hereafter provided in an aggregate amount
equal to 100% of the Net Cash Proceeds received by any Loan Party or any
Subsidiary from all Dispositions (other than Permitted Transfers) and
Involuntary Dispositions to the extent such Net Cash Proceeds are not reinvested
in assets (excluding current assets as classified by GAAP) that are useful in
the business of the Borrower and its Subsidiaries within ninety (90) days of the
date of such Disposition or Involuntary Disposition.

      


      (iii)           Debt
Issuances.  Immediately upon receipt by any Loan Party or any
Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall
prepay the Loans and/or Cash Collateralize the L/C Obligations as hereafter
provided in an aggregate amount equal to 100% of such Net Cash
Proceeds.

      


      (iv)           Application of Mandatory
Prepayments.  All amounts required to be paid pursuant to this
Section 2.05(b)
shall be applied as follows: first, ratably to the
L/C Borrowings and the Swing Line Loans, second, to the
outstanding Revolving Loans, and, third, to Cash
Collateralize the remaining L/C Obligations (without a corresponding reduction
in the Aggregate Revolving Commitments).  Within the parameters of the
applications set forth above, prepayments shall be applied first to Base Rate
Loans and then to Eurodollar Rate Loans in direct order of Interest Period
maturities.  All prepayments under this Section 2.05(b) shall
be subject to Section
3.05, but otherwise without premium or penalty, and shall be accompanied
by interest on the principal amount prepaid through the date of
prepayment.

      


      
        	
                2.06

              	
                Termination
      or Reduction of Aggregate Revolving
  Commitments.

              


      

      


      The
Borrower may, upon notice to the Administrative Agent, terminate the Aggregate
Revolving Commitments, or from time to time permanently reduce the Aggregate
Revolving Commitments to an amount not less than the Outstanding Amount of
Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any
such notice shall be received by the Administrative Agent not later than 1:00
p.m. two Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $1,000,000 or any
whole multiple of $1,000,000 in excess thereof and (iii) if, after giving effect
to any reduction of the Aggregate Revolving Commitments, the Letter of Credit
Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate
Revolving Commitments, such sublimit shall be automatically reduced by the
amount of such excess.  The Administrative Agent will promptly notify
the Lenders of any such notice of termination or reduction of the Aggregate
Revolving Commitments.  Any reduction of the Aggregate Revolving
Commitments shall be applied to the Revolving Commitment of each Lender
according to its Applicable Percentage.  All fees accrued with respect
thereto until the effective date of any termination of the Aggregate Revolving
Commitments shall be paid on the effective date of such
termination.


      
        
           


        

        
          38

          
            

          

        

        
           


        

      


      
        	
                2.07

              	
                Repayment
      of Loans.

              


      

      


      (a)           Revolving
Loans.  The Borrower shall repay to the Lenders on the Maturity
Date the aggregate principal amount of all Revolving Loans outstanding on such
date.

      


      (b)           Swing Line
Loans.  The Borrower shall repay each Swing Line Loan on the
earlier to occur of (i) the first Business Day of the next succeeding month
after such Swing Line Loan is made and (ii) the Maturity Date.

      


      
        	
                2.08

              	
                Interest.

              


      

      


      (a)           Subject
to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall
bear interest on the outstanding principal amount thereof for each Interest
Period at a rate per annum equal to the sum of the Eurodollar Rate for such
Interest Period plus the Applicable
Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to
the Base Rate plus the Applicable
Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus the Applicable
Rate.

      


      (b)           (i)       
    If any amount of principal of any Loan is not paid when
due (without regard to any applicable grace periods), whether at stated
maturity, by acceleration or otherwise, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws.

      


      (ii)       
    If any amount (other than principal of any Loan) payable
by the Borrower under any Loan Document is not paid when due (without regard to
any applicable grace periods), whether at stated maturity, by acceleration or
otherwise, then upon the request of the Required Lenders, such amount shall
thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable
Laws.

      


      (iii)           Upon
the request of the Required Lenders, while any Event of Default exists, the
Borrower shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable
Laws.

      


      (iv)           Accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

      


      (c)           Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified
herein.  Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

      


      
        	
                2.09

              	
                Fees.

              


      

      


      In
addition to certain fees described in subsections (i) and (j) of Section
2.03:


      
        
           


        

        
          39

          
            

          

        

        
           


        

      


      (a)           Commitment
Fee.  The Borrower shall pay to the Administrative Agent, for
the account of each Lender in accordance with its Applicable Percentage, a
commitment fee equal to the product of (i) the Applicable Rate for commitment
fees times (ii)
the actual daily amount by which the Aggregate Revolving Commitments exceed the
sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding
Amount of L/C Obligations. The commitment fee shall accrue at all times during
the Availability Period, including at any time during which one or more of the
conditions in Article
V is not met, and shall be due and payable quarterly in arrears on the
last Business Day of each March, June, September and December, commencing with
the first such date to occur after the Closing Date, and on the last day of the
Availability Period; provided that (1) no
commitment fee shall accrue with respect to the Revolving Commitment of a
Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2)
any commitment fee accrued with respect to the Revolving Commitment of a
Defaulting Lender during the period prior to the time such Lender became a
Defaulting Lender and unpaid at such time shall not be payable by the Borrower
so long as such Lender shall be a Defaulting Lender. The commitment fee shall be
calculated quarterly in arrears, and if there is any change in the Applicable
Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect.  For purposes of
clarification, Swing Line Loans shall not be considered outstanding for purposes
of determining the unused portion of the Aggregate Revolving
Commitments.

      


      (b)           Fee
Letter.  The Borrower shall pay to the Arranger and the
Administrative Agent for their own respective accounts fees in the amounts and
at the times specified in the Fee Letter.  Such fees shall be fully
earned when paid and shall not be refundable for any reason
whatsoever.

      


      
        	
                2.10

              	
                Computation
      of Interest and Fees; Retroactive Adjustments of Applicable
      Rate.

              


      

      


      (a)           All
computations of interest for Base Rate Loans shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days
elapsed.  All other computations of fees and interest shall be made on
the basis of a 360-day year and actual days elapsed (which results in more fees
or interest, as applicable, being paid than if computed on the basis of a
365-day year).  Interest shall accrue on each Loan for the day on
which the Loan is made, and shall not accrue on a Loan, or any portion thereof,
for the day on which the Loan or such portion is paid, provided that any
Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear
interest for one day.  Each determination by the Administrative Agent
of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.

      


      (b)           If,
as a result of any restatement of or other adjustment to the financial
statements of the Borrower or for any other reason, the Borrower or the Lenders
determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower
as of any applicable date was inaccurate and (ii) a proper calculation of the
Consolidated Leverage Ratio would have resulted in higher pricing for such
period, the Borrower shall immediately and retroactively be obligated to pay to
the Administrative Agent for the account of the applicable Lenders or the L/C
Issuer, as the case may be, promptly on demand by the Administrative Agent (or,
after the occurrence of an actual or deemed entry of an order for relief with
respect to the Borrower under the Bankruptcy Code of the United States,
automatically and without further action by the Administrative Agent, any Lender
or the L/C Issuer), an amount equal to the excess of the amount of interest and
fees that should have been paid for such period over the amount of interest and
fees actually paid for such period.  This paragraph shall not limit
the rights of the Administrative Agent, any Lender or the L/C Issuer, as the
case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under
Article
IX.  The Borrower's obligations under this paragraph shall
survive the termination of the Aggregate Revolving Commitments and the repayment
of all other Obligations hereunder.


      
        
           


        

        
          40

          
            

          

        

        
           


        

      


      
        	
                2.11

              	
                Evidence
      of Debt.

              


      

      


      (a)           The
Credit Extensions made by each Lender shall be evidenced by one or more accounts
or records maintained by such Lender and by the Administrative Agent in the
ordinary course of business.  The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon.  Any failure to so record or
any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest
error.  Upon the request of any Lender made through the Administrative
Agent, the Borrower shall execute and deliver to such Lender (through the
Administrative Agent) a promissory note, which shall evidence such Lender's
Loans in addition to such accounts or records.  Each such promissory
note shall be in the form of Exhibit 2.11(a) (a
"Note").  Each
Lender may attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of its Loans and payments with respect
thereto.

      


      (b)           In
addition to the accounts and records referred to in subsection (a), each Lender
and the Administrative Agent shall maintain in accordance with its usual
practice accounts or records evidencing the purchases and sales by such Lender
of participations in Letters of Credit and Swing Line Loans.  In the
event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.

       

      
        	
                2.12

              	
                Payments
      Generally; Administrative Agent's
  Clawback.

              


      

      


      (a)           General.  All
payments to be made by the Borrower shall be made without condition or deduction
for any counterclaim, defense, recoupment or setoff.  Except as
otherwise expressly provided herein, all payments by the Borrower hereunder
shall be made to the Administrative Agent, for the account of the respective
Lenders to which such payment is owed, at the Administrative Agent's Office in
Dollars and in immediately available funds not later than 3:00 p.m. on the date
specified herein.  The Administrative Agent will promptly distribute
to each Lender its Applicable Percentage (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such
Lender's Lending Office.  All payments received by the Administrative
Agent after 3:00 p.m. shall be deemed received on the next succeeding Business
Day and any applicable interest or fee shall continue to accrue.  If
any payment to be made by the Borrower shall come due on a day other than a
Business Day, payment shall be made on the next following Business Day, and such
extension of time shall be reflected on computing interest or fees, as the case
may be.

      


      (b)           (i)      
     Funding by Lenders;
Presumption by Administrative Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base
Rate Loans, prior to 1:00 p.m. on the date of such Borrowing) that such Lender
will not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.02 (or, in
the case of a Borrowing of Base Rate Loans, that such Lender has made such share
available in accordance with and at the time required by Section 2.02) and
may, in reliance upon such assumption, make available to the Borrower a
corresponding amount.  In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (A) in the case of
a payment to be made by such Lender, the greater of the Federal Funds Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation, plus any administrative, processing or similar
fees customarily charged by the Administrative Agent in connection with the
foregoing, and (B) in the case of a payment to be made by the Borrower, the
interest rate applicable to Base Rate Loans.  If the Borrower and such
Lender shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower for such
period.  If such Lender pays its share of the applicable Borrowing to
the Administrative Agent, then the amount so paid shall constitute such Lender's
Loan included in such Borrowing.  Any payment by the Borrower shall be
without prejudice to any claim the Borrower may have against a Lender that shall
have failed to make such payment to the Administrative Agent.


      
        
           


        

        
          41

          
            

          

        

        
           


        

      


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

      


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

      


      (c)           Failure to Satisfy
Conditions Precedent.  If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in
the foregoing provisions of this Article II, and such
funds are not made available to the Borrower by the Administrative Agent because
the conditions to the applicable Credit Extension set forth in Article V are not
satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.

      


      (d)           Obligations of Lenders
Several.  The obligations of the Lenders hereunder to make
Loans, to fund participations in Letters of Credit and Swing Line Loans and to
make payments pursuant to Section 11.04(c) are
several and not joint.  The failure of any Lender to make any Loan, to
fund any such participation or to make any payment under Section 11.04(c) on
any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan, to purchase
its participation or to make its payment under Section
11.04(c).

      


      (e)           Funding
Source.  Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.


      
        
           


        

        
          42

          
            

          

        

        
           


        

      


      (f)           Insufficient
Funds.  If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal, L/C
Borrowings, interest and fees then due hereunder, such funds shall be applied
(i) first,
toward payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, toward
payment of principal and L/C Borrowings then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal and L/C
Borrowings then due to such parties.

      


      
        	
                2.13

              	
                Sharing
      of Payments by Lenders.

              


      

      


      If any
Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of the Loans
made by it, or the participations in L/C Obligations or in Swing Line Loans held
by it resulting in such Lender's receiving payment of a proportion of the
aggregate amount of such Loans or participations and accrued interest thereon
greater than its pro rata share thereof as
provided herein, then the Lender receiving such greater proportion shall (a)
notify the Administrative Agent of such fact, and (b) purchase (for cash at face
value) participations in the Loans and subparticipations in L/C Obligations and
Swing Line Loans of the other Lenders, or make such other adjustments as shall
be equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and other amounts owing them, provided
that:

      


      (i)        
   if any such participations or subparticipations are purchased
and all or any portion of the payment giving rise thereto is recovered, such
participations or subparticipations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest; and

      


      (ii)           the
provisions of this Section shall not be construed to apply to (A) any payment
made by the Borrower pursuant to and in accordance with the express terms of
this Agreement or (B) any payment obtained by the L/C Issuer or the Swing Line
Lender to secure the obligations of Defaulting Lenders or Impacted Lenders to
fund such risk participations or (C) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans or subparticipations in L/C Obligations or Swing Line Loans to any
assignee or participant, other than to any Loan Party or any Subsidiary thereof
(as to which the provisions of this Section shall apply).

      


      Each Loan
Party consents to the foregoing and agrees, to the extent it may effectively do
so under applicable law, that any Lender acquiring a participation pursuant to
the foregoing arrangements may exercise against such Loan Party rights of setoff
and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of such Loan Party in the amount of such
participation.

      


      


      ARTICLE
III

      


      TAXES,
YIELD PROTECTION AND ILLEGALITY

      


      
        	
                3.01

              	
                Taxes.

              


      

      


      (a)           Payments Free of Taxes;
Obligation to Withhold; Payments on Account of Taxes.  (i) Any
and all payments by or on account of any obligation of the Loan Parties
hereunder or under any other Loan Document shall to the extent permitted by
applicable Laws be made free and clear of and without reduction or withholding
for any Taxes.  If, however, applicable Laws require any Loan Party or
the Administrative Agent to withhold or deduct any Tax, such Tax shall be
withheld or deducted in accordance with such Laws as determined by such Loan
Party or the Administrative Agent, as the case may be, upon the basis of the
information and documentation to be delivered pursuant to subsection (e)
below.


      
        
           


        

        
          43

          
            

          

        

        
           


        

      


      (ii)           If
a Loan Party or the Administrative Agent shall be required by the Internal
Revenue Code to withhold or deduct any Taxes,
including both United States Federal backup withholding and withholding taxes,
from any payment, then (A) the Administrative Agent or the Loan Party, as the
case may be, shall withhold or make such deductions as are determined by the
Administrative Agent or the Loan Party, as the case may be, to be required based
upon the information and documentation it has received pursuant to subsection
(e) below, (B) the Administrative Agent or the Loan Party, as the case may be,
shall timely pay the full amount withheld or deducted to the relevant
Governmental Authority in accordance with the Internal Revenue Code, and (C) to
the extent that the withholding or deduction is made on account of Indemnified
Taxes or Other Taxes, the sum payable by the Loan Parties shall be increased as
necessary so that after any required withholding or the making of all required
deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent, any Lender or the L/C Issuer, as the
case may be, receives an amount equal to the sum it would have received had no
such withholding or deduction been made.

      


      (b)           Payment of Other Taxes by
the Loan Parties.  Without limiting the provisions of
subsection (a) above, the Loan Parties shall timely pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable Laws.

      


      (c)           Tax
Indemnification.  (i) Without limiting the provisions of
subsection (a) or (b) above, the Loan Parties shall, and do hereby, indemnify
the Administrative Agent, each Lender and the L/C Issuer, and shall make payment
in respect thereof within ten days after demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
withheld or deducted by the Loan Parties or the Administrative Agent or paid by
the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and
any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority
(other than penalties and interest attributable to the gross negligence or
willful misconduct of the Administrative Agent, such Lender or the L/C
Issuer).  The Loan Parties shall also, and do hereby, indemnify the
Administrative Agent, and shall make payment in respect thereof within ten days
after demand therefor, for any amount which a Lender or the L/C Issuer for any
reason fails to pay indefeasibly to the Administrative Agent as required by
clause (ii) of this subsection.  A certificate as to the amount of any
such payment or liability delivered to the Borrower by a Lender or the L/C
Issuer (with a copy to the Administrative Agent), or by the Administrative Agent
on its own behalf or on behalf of a Lender or the L/C Issuer, shall be
conclusive absent manifest error.

      


      (ii)           Without
limiting the provisions of subsection (a) or (b) above, each Lender and the L/C
Issuer shall, and does hereby, indemnify the Loan Parties and the Administrative
Agent, and shall make payment in respect thereof within ten days after demand
therefor, against any and all Taxes and any and all related losses, claims,
liabilities, penalties, interest and expenses (including the fees, charges and
disbursements of any counsel for the Borrower or the Administrative
Agent) incurred by or asserted against the Borrower or the Administrative Agent
by any Governmental Authority as a result of the failure by such Lender or the
L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy,
inadequacy or deficiency of, any documentation required to be delivered by such
Lender or the L/C Issuer, as the case may be, to the Borrower or the
Administrative Agent pursuant to subsection (e).  Each Lender and the
L/C Issuer hereby authorizes the Administrative Agent to set off and apply any
and all amounts at any time owing to such Lender or the L/C Issuer, as the case
may be, under this Agreement or any other Loan Document against any amount due
to the Administrative Agent under this clause (ii).  The agreements in
this clause (ii) shall survive the resignation and/or replacement of the
Administrative Agent, any assignment of rights by, or the replacement of, a
Lender or the L/C Issuer, the termination of the Aggregate Revolving Commitments
and the repayment, satisfaction or discharge of all other
Obligations.


      
        
           


        

        
          44

          
            

          

        

        
           


        

      


      (iii)           The
Administrative Agent shall deliver to the Borrower, when reasonably requested by
the Borrower, a properly completed and executed applicable IRS form to permit
the Borrower to determine (A) whether or not payments made hereunder or under
any other Loan Document are subject to U.S. federal withholding tax, (B) if
applicable, the required rate of withholding or deduction of such tax, and (C)
the Administrative Agent's entitlement to any available exemption from, or
reduction of, U.S. federal withholding tax in respect of payments to be made to
the Administrative Agent by a Loan Party pursuant to this Agreement or any other
Loan Document.

      


      (d)           Evidence of
Payments.  Upon request by any Loan Party or the Administrative
Agent, as the case may be, after any payment of Taxes by such Loan Party or by
the Administrative Agent to a Governmental Authority as provided in this Section 3.01, such
Loan Party shall deliver to the Administrative Agent or the Administrative Agent
shall deliver to such Loan Party, as the case may be, the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of any return required by Law to report such payment or
other evidence of such payment reasonably satisfactory to such Loan Party or the
Administrative Agent, as the case may be.

      


      (e)           Status of Lenders; Tax
Documentation.  (i) Each Lender shall deliver to the Borrower
and to the Administrative Agent, at the time or times prescribed by applicable
Laws or when reasonably requested by the Borrower or the Administrative Agent,
such properly completed and executed documentation prescribed by applicable Laws
or by the taxing authorities of any jurisdiction and such other reasonably
requested information as will permit the Borrower or the Administrative Agent,
as the case may be, to determine (A) whether or not payments made hereunder or
under any other Loan Document are subject to Taxes, (B) if applicable, the
required rate of withholding or deduction, and (C) such Lender's entitlement to
any available exemption from, or reduction of, applicable Taxes in respect of
all payments to be made to such Lender by the Borrower pursuant to this
Agreement or otherwise to establish such Lender's status for withholding tax
purposes in the applicable jurisdiction.

      


      (ii)           Without
limiting the generality of the foregoing, if the Borrower is resident for tax
purposes in the United States,

      


      (A)           any
Lender that is a "United States person" within the meaning of Section
7701(a)(30) of the Internal Revenue Code shall deliver to the Borrower and the
Administrative Agent executed originals of Internal Revenue Service Form W-9 or
such other documentation or information prescribed by applicable Laws or
reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent, as the case may be, to determine
whether or not such Lender is subject to backup withholding or information
reporting requirements; and

      


      (B)           each
Foreign Lender that is entitled under the Internal Revenue Code or any
applicable treaty to an exemption from or reduction of withholding tax with
respect to payments hereunder or under any other Loan Document shall deliver to
the Borrower and the Administrative Agent (in such number of copies as shall be
requested by the recipient) on or prior to the date on which such Foreign Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the
request of the Borrower or the Administrative Agent, but only if such Foreign
Lender is legally entitled to do so), whichever of the following is
applicable:


      
        
           


        

        
          45

          
            

          

        

        
           


        

      


      (I)           executed
originals of Internal Revenue Service Form W-8BEN claiming eligibility for
benefits of an income tax treaty to which the United States is a
party,

      


      (II)          executed
originals of Internal Revenue Service Form W-8ECI,

      


      (III)         executed
originals of Internal Revenue Service Form W-8IMY and all required supporting
documentation,

      


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

      


      (V)          executed
originals of any other form prescribed by applicable Laws as a basis for
claiming exemption from or a reduction in United States Federal withholding tax
together with such supplementary documentation as may be prescribed by
applicable Laws to permit the Borrower or the Administrative Agent to determine
the withholding or deduction required to be made.

      


      (iii)           Each
Lender shall promptly (A) notify the Borrower and the Administrative Agent of
any change in circumstances which would modify or render invalid any claimed
exemption or reduction, and (B) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to
avoid any requirement of applicable Laws of any jurisdiction that the Borrower
or the Administrative Agent make any withholding or deduction for taxes from
amounts payable to such Lender.

      


      
        	
                3.02

              	
                Illegality.

              


      

      


      If any
Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine
or charge interest rates based upon the Eurodollar Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the London interbank
market, then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, the Borrower shall, upon demand
from such Lender (with a copy to the Administrative Agent), prepay or, if
applicable, convert (a) all of such Lender's Eurodollar Rate Loans and (b) all
of such Lender's Base Rate Loans as to which the interest rate is determined
with a reference to the Eurodollar Rate, to Base Rate Loans as to which the
interest rate is not determined with reference to the Eurodollar Rate, either on
the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans or
Base Rate Loans.  Notwithstanding the foregoing, and despite the
illegality for such a Lender to make, maintain or fund Eurodollar Rate Loans or
Base Rate Loans as to which the interest rate is determined with reference to
the Eurodollar Rate, that Lender shall remain committed to make Base Rate Loans
and shall be entitled to recover interest thereon at the Base
Rate.  Upon any such prepayment or conversion, the Borrower shall also
pay accrued interest on the amount so prepaid or converted.


      
        
           


        

        
          46

          
            

          

        

        
           


        

      


      
        	
                3.03

              	
                Inability
      to Determine Rates.

              


      

      


      If the
Required Lenders determine that for any reason in connection with any request
for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a)
Dollar deposits are not being offered to banks in the London interbank
eurodollar market for the applicable amount and Interest Period of such
Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for
determining the Eurodollar Base Rate for any requested Interest Period with
respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Base Rate for
any requested Interest Period with respect to a proposed Eurodollar Rate Loan or
in connection with a Eurodollar Rate Loan does not adequately and fairly reflect
the cost to such Lenders of funding such Loan, the Administrative Agent will
promptly notify the Borrower and each Lender.  Thereafter, the
obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be
suspended until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice; provided that any
Eurodollar Rate Loan outstanding prior to the giving of such notice may remain
outstanding after the giving of such notice until the end of the then applicable
Interest Period with respect thereto (without giving effect to any subsequent
continuation or conversion), unless such Lender may not lawfully continue to
maintain such Eurodollar Rate Loan for the remaining duration of such Interest
Period.  Upon receipt of such notice, the Borrower may revoke any
pending request for a Borrowing of, conversion to or continuation of Eurodollar
Rate Loans or, failing that, will be deemed to have converted such request into
a request for a Borrowing of Base Rate Loans in the amount specified
therein.

      


      
        	
                3.04

              	
                Increased
      Costs.

              


      

      


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

      


      (i)         
  impose, modify or deem applicable any reserve, special deposit,
compulsory loan, insurance charge or similar requirement against assets of,
deposits with or for the account of, or credit extended or participated in by,
any Lender (except any reserve requirement reflected in the Eurodollar Rate) or
the L/C Issuer;

      


      (ii)          
 subject any Lender or the L/C Issuer to any tax of any kind whatsoever
with respect to this Agreement, any Letter of Credit, any participation in a
Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of
taxation of payments to such Lender or the L/C Issuer in respect thereof (except
for Indemnified Taxes or Other Taxes covered by Section 3.01 and the
imposition of, or any change in the rate of, any Excluded Tax payable by such
Lender or the L/C Issuer); or

      


      (iii)           impose
on any Lender or the L/C Issuer or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurodollar Rate Loans
made by such Lender or any Letter of Credit or participation
therein;


      
        
           


        

        
          47

          
            

          

        

        
           


        

      


      and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation
to make any such Loan), or to increase the cost to such Lender or the L/C Issuer
of participating in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit),
or to reduce the amount of any sum received or receivable by such Lender or the
L/C Issuer hereunder (whether of principal, interest or any other amount) then,
upon request of such Lender or the L/C Issuer, the Borrower will pay to such
Lender or the L/C Issuer, as the case may be, such additional amount or amounts
as will compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.

      


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

      


      (c)           Certificates for
Reimbursement.  A certificate of a Lender or the L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or the
L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section and delivered to the Borrower shall be
conclusive absent manifest error.  The Borrower shall pay such Lender
or the L/C Issuer, as the case may be, the amount shown as due on any such
certificate within ten days after receipt thereof.

      


      (d)           Delay in
Requests.  Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender's or the L/C Issuer's right
to demand such compensation, provided that the
Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant
to the foregoing provisions of this Section for any increased costs incurred or
reductions suffered more than nine months prior to the date that such Lender or
the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Lender's or the
L/C Issuer's intention to claim compensation therefor (except that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the nine-month period referred to above shall be extended to include the
period of retroactive effect thereof).

      


      
        	
                3.05

              	
                Compensation
      for Losses.

              


      

      


      Upon
demand of any Lender (with a copy to the Administrative Agent) from time to
time, the Borrower shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result
of:

      


      (a)           any
continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on a
day other than the last day of the Interest Period for such Eurodollar Rate Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise);


      
        
           


        

        
          48

          
            

          

        

        
           


        

      


      (b)           any
failure by the Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Eurodollar Rate Loan on
the date or in the amount notified by the Borrower; or

      


      (c)           any
assignment of a Eurodollar Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Borrower pursuant to
Section 11.13;
or

      


      including
any loss of anticipated profits and any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were
obtained.  The Borrower shall also pay any customary administrative
fees charged by such Lender in connection with the foregoing.

      


      For
purposes of calculating amounts payable by the Borrower to the Lenders under
this Section
3.05, each Lender shall be deemed to have funded each Eurodollar Rate
Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar
Rate for such Loan by a matching deposit or other borrowing in the London
interbank eurodollar market for a comparable amount and for a comparable period,
whether or not such Eurodollar Rate Loan was in fact so funded.

      


      
        	
                3.06

              	
                Mitigation
      Obligations; Replacement of
Lenders.

              


      

      


      (a)           Designation of a Different
Lending Office.  If any Lender requests compensation under
Section 3.04,
or the Borrower is required to pay any additional amount to any Lender, the L/C
Issuer, or any Governmental Authority for the account of any Lender or the L/C
Issuer pursuant to Section 3.01, or if
any Lender gives a notice pursuant to Section 3.02, then
such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to
designate a different Lending Office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender or the L/C Issuer,
such designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section
3.01 or 3.04, as the case may
be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as
applicable, and (ii) in each case, would not subject such Lender or the L/C
Issuer, as the case may be, to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may
be.  The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender or the L/C Issuer in connection with any such
designation or assignment.

      


      (b)           Replacement of
Lenders.  If any Lender requests compensation under Section 3.04, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, the
Borrower may replace such Lender in accordance with Section
11.13.

      


      
        	
                3.07

              	
                Survival.

              


      

      


      All of
the Loan Parties' obligations under this Article III shall
survive termination of the Aggregate Revolving Commitments, repayment of all
other Obligations hereunder, and resignation of the Administrative
Agent.

      

        
          
             


          

          
            49

            
              

            

          

          
             


          

        

      

    

     

    ARTICLE IV

    


    GUARANTY

    


    
      	
              4.01

            	
              The
      Guaranty.

            


    

    


    Each of
the Guarantors hereby jointly and severally guarantees to each Lender, each
Affiliate of a Lender that enters into a Swap Contract or a Treasury Management
Agreement with any Loan Party or any Subsidiary, and the Administrative Agent as
hereinafter provided, as primary obligor and not as surety, the prompt payment
of the Obligations in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
strictly in accordance with the terms thereof.  The Guarantors hereby
further agree that if any of the Obligations are not paid in full when due
(whether at stated maturity, as a mandatory prepayment, by acceleration, as a
mandatory cash collateralization or otherwise), the Guarantors will, jointly and
severally, promptly pay the same, upon notice and demand, and that in the case
of any extension of time of payment or renewal of any of the Obligations, the
same will be promptly paid in full when due (whether at extended maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise) in accordance with the terms of such extension or
renewal.

    


    Notwithstanding
any provision to the contrary contained herein or in any other of the Loan
Documents, Swap Contracts or Treasury Management Agreements, the obligations of
each Guarantor under this Agreement and the other Loan Documents shall not
exceed an aggregate amount equal to the largest amount that would not render
such obligations subject to avoidance under applicable Debtor Relief
Laws.

    


    
      	
              4.02

            	
              Obligations
      Unconditional.

            


    

    


    The
obligations of the Guarantors under Section 4.01 are
joint and several, absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Loan Documents
or other documents relating to the Obligations, or any substitution, release,
impairment or exchange of any other guarantee of or security for any of the
Obligations, and, to the fullest extent permitted by applicable Law,
irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section 4.02 that the
obligations of the Guarantors hereunder shall be absolute and unconditional
under any and all circumstances.  Each Guarantor agrees that such
Guarantor shall have no right of subrogation, indemnity, reimbursement or
contribution against the Borrower or any other Guarantor for amounts paid under
this Article IV
until such time as the Obligations (other than contingent indemnification or
similar obligations not then due) have been paid in full and the Commitments
have expired or terminated.  Without limiting the generality of the
foregoing, it is agreed that, to the fullest extent permitted by Law, the
occurrence of any one or more of the following shall not alter or impair the
liability of any Guarantor hereunder, which shall remain absolute and
unconditional as described above:

    


    (a)           at
any time or from time to time, without notice to any Guarantor, the time for any
performance of or compliance with any of the Obligations shall be extended, or
such performance or compliance shall be waived;

    


    (b)           any
of the acts mentioned in any of the provisions of any of the Loan Documents or
other documents relating to the Obligations shall be done or
omitted;

    


    (c)           the
maturity of any of the Obligations shall be accelerated, or any of the
Obligations shall be modified, supplemented or amended in any respect, or any
right under any of the Loan Documents or other documents relating to the
Obligations shall be waived or any other guarantee of any of the Obligations or
any security therefor shall be released, impaired or exchanged in whole or in
part or otherwise dealt with;

    


    
      
        
          
             

          

           


        

        
          50

          
            

          

        

        
           


        

      

    

    


    (d)           any
Lien granted to, or in favor of, the Administrative Agent or any other holder of
the Obligations as security for any of the Obligations shall fail to attach or
be perfected; or

    


    (e)           any
of the Obligations shall be determined to be void or voidable (including,
without limitation, for the benefit of any creditor of any Guarantor) or shall
be subordinated to the claims of any Person (including, without limitation, any
creditor of any Guarantor).

    


    With
respect to its obligations hereunder, each Guarantor hereby expressly waives
diligence, presentment, demand of payment, protest and all notices whatsoever,
and any requirement that the Administrative Agent or any other holder of the
Obligations exhaust any right, power or remedy or proceed against any Person
under any of the Loan Documents or any other document relating to the
Obligations, or against any other Person under any other guarantee of, or
security for, any of the Obligations.

    


    
      	
              4.03

            	
              Reinstatement.

            


    

    


    The
obligations of the Guarantors under this Article IV shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Obligations is rescinded or must be
otherwise restored by any holder of any of the Obligations, whether as a result
of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will
indemnify the Administrative Agent and each other holder of the Obligations on
demand for all reasonable costs and expenses (including, without limitation, the
fees, charges and disbursements of counsel) incurred by the Administrative Agent
or such holder of the Obligations in connection with such rescission or
restoration, including any such costs and expenses incurred in defending against
any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any Debtor Relief Law.

    


    
      	
              4.04

            	
              Certain
      Additional Waivers.

            


    

    


    Each
Guarantor agrees that such Guarantor shall have no right of recourse to security
for the Obligations, except through the exercise of rights of subrogation
pursuant to Section
4.02 and through the exercise of rights of contribution pursuant to Section
4.06.

    


    
      	
              4.05

            	
              Remedies.

            


    

    


    The
Guarantors agree that, to the fullest extent permitted by Law, as between the
Guarantors, on the one hand, and the Administrative Agent and the other holders
of the Obligations, on the other hand, the Obligations may be declared to be
forthwith due and payable as specified in Section 9.02 (and
shall be deemed to have become automatically due and payable in the
circumstances specified in said Section 9.02) for
purposes of Section
4.01 notwithstanding any stay, injunction or other prohibition preventing
such declaration (or preventing the Obligations from becoming automatically due
and payable) as against any other Person and that, in the event of such
declaration (or the Obligations being deemed to have become automatically due
and payable), the Obligations (whether or not due and payable by any other
Person) shall forthwith become due and payable by the Guarantors for purposes of
Section
4.01.  The Guarantors acknowledge and agree that their
obligations hereunder are secured in accordance with the terms of the Collateral
Documents and that the holders of the Obligations may exercise their remedies
thereunder in accordance with the terms thereof.

    


    
      	
              4.06

            	
              Rights
      of Contribution.

            


    

    


    The
Guarantors agree among themselves that, in connection with payments made
hereunder, each Guarantor shall have contribution rights against the other
Guarantors as permitted under applicable Law.  Such contribution
rights shall be subordinate and subject in right of payment to the obligations
of such Guarantors under the Loan Documents and no Guarantor shall exercise such
rights of contribution until all Obligations (other than contingent
indemnification or similar obligations not then due) have been paid in full and
the Commitments have terminated.

    


    
      
        
           


        

        
          51

          
            

          

        

        
           


        

      

    

    


    
      	
              4.07

            	
              Guarantee
      of Payment; Continuing
Guarantee.

            


    

    


    The
guarantee in this Article IV is a
guaranty of payment and not of collection, is a continuing guarantee, and shall
apply to all Obligations whenever arising.

    


    


    ARTICLE
V

    


    CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS

    


    
      	
              5.01

            	
              Conditions
      of Effectiveness.

            


    

    


    This
Agreement shall be effective upon satisfaction of the following conditions
precedent:

    


    (a)         
  Loan
Documents.  Receipt by the Administrative Agent of executed
counterparts of this Agreement and the other Loan Documents, each properly
executed by a Responsible Officer of the signing Loan Party and, in the case of
this Agreement, by each Lender.

    


    (b)           Opinions of Counsel.
Receipt by the Administrative Agent of favorable opinions of legal counsel to
the Loan Parties, addressed to the Administrative Agent and each Lender, dated
as of the Closing Date, and in form, content and scope reasonably satisfactory
to the Administrative Agent.

    


    (c)           Organization Documents,
Resolutions, Etc.  Receipt by the Administrative Agent of the
following, in form and substance reasonably satisfactory to the Administrative
Agent:

    


    (i)          
 copies of the Organization Documents of each Loan Party certified to be
true and complete as of a recent date by the appropriate Governmental Authority
of the state or other jurisdiction of its incorporation or organization, where
applicable, and certified by a secretary or assistant secretary of such Loan
Party to be true and correct as of the Closing Date;

    


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

    


    (iii)           such
documents and certifications as the Administrative Agent may reasonably require
to evidence that each Loan Party is duly organized or formed, and is validly
existing, in good standing and qualified to engage in business in its state of
organization or formation, the state of its principal place of business and each
other jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification, except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect.

    


    (d)           Personal Property
Collateral.  Receipt by the Administrative Agent of the
following:

    


    
      
        
           


        

        
          52

          
            

          

        

        
           


        

      

    

    


    (i)            UCC
financing statements for each appropriate jurisdiction as is necessary, in the
Administrative Agent's sole discretion, to perfect the Administrative Agent's
security interest in the Collateral;

    


    (ii)           all
certificates evidencing any certificated Equity Interests pledged to the
Administrative Agent pursuant to the Security Agreement, together with duly
executed in blank, undated stock powers attached thereto (unless, with respect
to the pledged Equity Interests of any Foreign Subsidiary, such stock powers are
deemed unnecessary by the Administrative Agent in its reasonable discretion
under the law of the jurisdiction of organization of such Person);

    


    (iii)          duly
executed notices of grant of security interest in the form required by the
Security Agreement as are necessary, in the Administrative Agent's sole
discretion, to perfect the Administrative Agent's security interest in the
United States registered intellectual property of the Loan Parties;
and

    


    (iv)          in
the case of any personal property Collateral located at a premises leased by a
Loan Party, such estoppel letters, consents and waivers from the landlords on
such real property as may be required by the Administrative Agent.

    


    (e)           Evidence of
Insurance.  Receipt by the Administrative Agent of copies of
insurance policies or certificates of insurance of the Loan Parties evidencing
liability and casualty insurance meeting the requirements set forth in the Loan
Documents, including, but not limited to, naming the Administrative Agent as
additional insured (in the case of liability insurance) or lender's loss payee
(in the case of hazard insurance) on behalf of the Lenders.

    


    (f)          
 Closing
Certificate.  Receipt by the Administrative Agent of a
certificate signed by a Responsible Officer of the Borrower certifying that the
conditions specified in Sections 5.02(a) and
(b) have been
satisfied.

    


    (g)           Fees.  Receipt
by the Administrative Agent, the Arranger and the Lenders of any fees required
to be paid on or before the Closing Date.

    


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

    


    Without
limiting the generality of the provisions of the last paragraph of Section 10.03, for
purposes of determining compliance with the conditions specified in this Section 5.01, each
Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

    


    
      	
              5.02

            	
              Conditions
      to all Credit Extensions.

            


    

    


    The
obligation of each Lender to honor any Request for Credit Extension is subject
to the following conditions precedent:

    


    
      
        
           


        

        
          53

          
            

          

        

        
           


        

      

    

    


    (a)           The
representations and warranties of each Loan Party contained in Article VI or any
other Loan Document, or which are contained in any document furnished at any
time under or in connection herewith or therewith, shall be true and correct in
all material respects (or, if such representation or warranty is itself
qualified by materiality or Material Adverse Effect, it shall be true and
correct in all respects as drafted) on and as of the date of such Credit
Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct in all material respects (or, if such representation or warranty is
itself qualified by materiality or Material Adverse Effect, it shall be true and
correct in all respects as drafted) as of such earlier date.

    


    (b)           No
Default shall exist, or would result from such proposed Credit Extension or from
the application of the proceeds thereof.

    


    (c)           The
Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender
shall have received a Request for Credit Extension in accordance with the
requirements hereof.

    


    Each
Request for Credit Extension submitted by the Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 5.02(a) and
(b) have been
satisfied on and as of the date of the applicable Credit Extension.

    


    


    ARTICLE
VI

    


    REPRESENTATIONS
AND WARRANTIES

    


    The Loan
Parties represent and warrant to the Administrative Agent and the Lenders
that:

    


    
      	
              6.01

            	
              Existence,
      Qualification and Power.

            


    

    


    (a)           The
Borrower is duly organized, validly existing and in good standing as a
corporation under the Laws of the state of its incorporation, has full and
adequate power to own its property and conduct its business as now conducted,
and is duly licensed or qualified and in good standing in each jurisdiction in
which the nature of the business conducted by it or the nature of the property
owned or leased by it requires such licensing or qualifying, except where the
failure to do so could not reasonably be expected to have a Material Adverse
Effect.

    


    (b)           Each
Subsidiary is duly organized, validly existing and in good standing under the
Laws of the jurisdiction in which it is incorporated or organized, as the case
may be, has full and adequate power to own its property and conduct its business
as now conducted, and is duly licensed or qualified and in good standing in each
jurisdiction in which the nature of the business conducted by it or the nature
of the property owned or leased by it requires such licensing or qualifying,
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect.

    


    
      	
              6.02

            	
              Authorization;
      No Contravention.

            


    

    


    (a)           The
Borrower has full right and authority to enter into this Agreement and the other
Loan Documents executed by it, to make the borrowings herein provided for, to
issue its Notes in evidence thereof, to grant to the Administrative Agent the
Liens described in the Collateral Documents executed by the Borrower, and to
perform all of its obligations hereunder and under the other Loan Documents
executed by it.  Each Guarantor has full right and authority to enter
into this Agreement and the other Loan Documents executed by it, to guarantee
the Obligations, to grant to the Administrative Agent the Liens described in the
Collateral Documents executed by such Person, and to perform all of its
obligations hereunder and under the other Loan Documents executed by
it.

    


    
      
        
           


        

        
          54

          
            

          

        

        
           


        

      

    

    


    (b)           This
Agreement and the other Loan Documents do not, nor does the performance or
observance by any Loan Party of any of the matters and things herein or therein
provided for, (a) contravene or constitute a default under any provision of Law
(which, in the case of any such performance or observance after the Closing
Date, could reasonably be expected to have a Material Adverse Effect) or
contravene or constitute a default under any judgment, injunction, order or
decree binding upon any Loan Party or any Subsidiary or any provision of the
Organization Documents of any Loan Party, (b) contravene or constitute a default
under any covenant, indenture or agreement of or affecting any Loan Party or any
Subsidiary or any of its property, in each case where such contravention or
default, individually or in the aggregate, could reasonably be expected to have
a Material Adverse Effect or (c) result in the creation or imposition of any
Lien on any property of any Loan Party or any Subsidiary other than the Liens
granted in favor of the Administrative Agent pursuant to the Collateral
Documents.

    


    
      	
              6.03

            	
              Governmental
      Authorization; Other
Consents.

            


    

    


    No
authorization, consent, license or exemption from, or filing or registration
with, any Governmental Authority, nor any approval or consent of any other
Person, is or will be necessary to the valid execution, delivery or performance
by any Loan Party of any Loan Document to which it is a party, except for such
approvals which have been obtained prior to the date of this Agreement and
remain in full force and effect.

    


    
      	
              6.04

            	
              Binding
      Effect.

            


    

    


    The Loan
Documents delivered by each Loan Party have been duly authorized, executed, and
delivered by such Person and constitute valid and binding obligations of such
Person enforceable against it in accordance with their terms, except as
enforceability may be limited by Debtor Relief Laws and general principles of
equity (regardless of whether the application of such principles is considered
in a proceeding in equity or at law).

    


    
      	
              6.05

            	
              Financial
      Statements; No Material Adverse
Effect.

            


    

    


    (a)           The
financial statements delivered pursuant to Sections 7.01(a) and
7.01(b) (i)
were prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein; and (ii) fairly
present in all material respects the financial condition of the Borrower and its
Subsidiaries as of the date thereof and their results of operations for the
period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein
(subject, in the case of unaudited financial statements, to the absence of
footnotes and to normal year-end audit adjustments).  Neither the
Borrower nor any Subsidiary has contingent liabilities which are material to the
Borrower and its Subsidiaries, taken as a whole, other than as indicated in the
financial statements (including the footnotes thereto) furnished pursuant to
Section 7.01(a)
or (b).

    


    (b)           The
Audited Financial Statements and the unaudited interim consolidated financial
statements of the Borrower and its Subsidiaries for the fiscal quarter ended
June 30, 2009, fairly present in all material respects the consolidated
financial condition of the Borrower and its Subsidiaries as of the date thereof
and the consolidated results of their operations and cash flows for the periods
then ended in conformity with GAAP applied on a consistent basis (subject, in
the case of unaudited financial statements, to the absence of footnotes and to
normal year-end audit adjustments).  Neither the Borrower nor any
Subsidiary has contingent liabilities which are material to the Borrower and its
Subsidiaries, taken as a whole, other than as indicated in such financial
statements (including the footnotes thereto).

    


    
      
        
           


        

        
          55

          
            

          

        

        
           


        

      

    

    


    (c)           Except
as set forth on Schedule 6.05(c),
from the date of the Audited Financial Statements to and including the Closing
Date, there has been no Disposition or any Involuntary Disposition of any
material part of the business or property of the Loan Parties and their
Subsidiaries, taken as a whole, and no purchase or other acquisition by any of
them of any business or property (including any Equity Interests of any other
Person) material in relation to the consolidated financial condition of the Loan
Parties and their Subsidiaries, taken as a whole, in each case, which is not
reflected in the foregoing financial statements or in the notes thereto and has
not otherwise been disclosed in writing to the Lenders on or prior to the
Closing Date.

    


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

    


    
      	
              6.06

            	
              Litigation.

            


    

    


    There is
no litigation or governmental proceeding or labor controversy pending, nor to
the knowledge of the Loan Parties threatened, against any Loan Party or any
Subsidiary or against any of their properties or revenues which, individually or
in the aggregate, could reasonably be expected to have a Material Adverse
Effect.

    


    
      	
              6.07

            	
              No
      Default.

            


    

    


    (a)           Neither
the Borrower nor any Subsidiary is in default under or with respect to any
Contractual Obligation, which default could reasonably be expected to have a
Material Adverse Effect.

    


    (b)           No
Default or Event of Default has occurred and is continuing.

    


    
      	
              6.08

            	
              Ownership
      of Property.

            


    

    


    Each Loan
Party and each of its Subsidiaries have good title to (or valid leasehold
interests in) their assets as reflected on the most recent consolidated
financial statements of the Borrower and its Subsidiaries furnished to the
Administrative Agent and the Lenders (except for Dispositions of assets since
the date of such consolidated financial statements which are permitted
hereunder), subject to no Liens other than Permitted Liens.

    


    
      	
              6.09

            	
              Labor
      Matters.

            


    

    


    Except as
set forth on Schedule
6.09, there are no collective bargaining agreements or Multiemployer
Plans covering the employees of any Loan Party or any Subsidiary as of the
Closing Date.  No Loan Party any Subsidiary has suffered any strikes,
walkouts, work stoppages or other material labor difficulty in the five years
preceding the Closing Date.

    


    
      	
              6.10

            	
              Insurance.

            


    

    


    The
properties of the Loan Parties and their Subsidiaries are insured in accordance
with the requirements of Section
7.07.  The property and general liability insurance coverage of
the Loan Parties as in effect on the Closing Date is outlined as to carrier,
policy number, expiration date, type, amount and deductibles on Schedule
6.10.

    


    
      
        
           


        

        
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              6.11

            	
              Taxes.

            


    

    


    All tax
returns required to be filed by any Loan Party or any Subsidiary in any
jurisdiction have, in fact, been filed, and all taxes, assessments, fees, and
other governmental charges upon any Loan Party or any Subsidiary or upon any of
its property, income or franchises, which are shown to be due and payable in
such returns, have been paid, except such taxes, assessments, fees and
governmental charges, if any, as are being contested in good faith and by
appropriate proceedings which prevent enforcement of the matter under contest
and as to which adequate reserves established in accordance with GAAP have been
provided.  No Loan Party knows of any proposed additional tax
assessment against it or any Subsidiaries for which adequate provisions in
accordance with GAAP have not been made on their accounts.  Adequate
provisions in accordance with GAAP for taxes on the books of each Loan Party and
each Subsidiary have been made for all open years, and for its current fiscal
period.

    


    
      	
              6.12

            	
              ERISA
      Compliance.

            


    

    


    Except to
the extent not reasonably expected to result in a liability of any Loan Party or
any Subsidiary in an amount in excess of the Threshold Amount collectively for
all such Persons, the Borrower and each other member of its Controlled Group has
fulfilled its obligations under the minimum funding standards of and is in
compliance in all material respects with ERISA and the Internal Revenue Code to
the extent applicable to it and has not incurred any material liability which
has not been satisfied to the PBGC or a Plan or a Multiemployer Plan under Title
IV of ERISA other than a liability to the PBGC for premiums under Section 4007
of ERISA.  Neither the Borrower nor any Subsidiary has any contingent
liabilities with respect to any post-retirement benefits under a welfare plan
(as defined in Section 3(1) of ERISA), other than liability for continuation
coverage described in Article 6 of Title I of ERISA.

    


    
      	
              6.13

            	
              Subsidiaries;
      Schools.

            


    

    


    Schedule 6.13 hereto
identifies, as of the Closing Date, each Subsidiary of any Loan Party, together
with the jurisdiction of its incorporation or organization, as the case may be,
the percentage of issued and outstanding shares of each class of Equity
Interests owned (directly or indirectly) by any Loan Party or any Subsidiary
and, if such percentage is not 100% (excluding directors' qualifying shares as
required by Law), a description of each class of its authorized Equity Interests
and the number of shares of each class issued and outstanding.  All of
the outstanding Equity Interests of each Subsidiary are validly issued and
outstanding and fully paid and nonassessable and all such Equity Interests
indicated on Schedule
6.13 as owned by the Borrower or another Subsidiary are owned,
beneficially and of record, by the Borrower or such Subsidiary free and clear of
all Liens other than the Liens granted in favor of the Administrative Agent
pursuant to the Collateral Documents and any Liens permitted under Section 8.01(a) or
(c)
hereof.  There are no outstanding commitments or other obligations of
any Subsidiary to issue, and no options, warrants or other rights of any Person
to acquire, any Equity Interests of any Subsidiary.  Schedule 6.13 also
identifies each School and its identification number.

    


    
      	
              6.14

            	
              Margin Regulations;
      Investment Company Act.

            


    

    


    (a)           Neither
the Borrower nor any Subsidiary is engaged in the business of extending credit
for the purpose of purchasing or carrying margin stock (within the meaning of
Regulation U of the FRB), and no part of the proceeds of any Loan or any other
extension of credit made hereunder will be used to purchase or carry any such
margin stock or to extend credit to others for the purpose of purchasing or
carrying any such margin stock.

    


    
      
        
           


        

        
          57

          
            

          

        

        
           


        

      

    

    


    (b)           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.

    


    
      	
              6.15

            	
              Disclosure.

            


    

    


    The
written information, taken as a whole, furnished by the Loan Parties to the
Administrative Agent or any Lender in connection with the negotiation of this
Agreement and the other Loan Documents (excluding the financial reports covered
by the representation and warranty in Section 6.05 hereof
and the written information covered by the representation and warranty in the
next succeeding sentence) does not contain, as of the Closing Date, any
materially untrue statements of a material fact or, as of the Closing Date, omit
a material fact necessary to make the material statements contained herein or
therein, in light of the circumstances under which they were made, not
materially misleading.  The projections, estimates, forecasts,
budgets, statements of opinion or intent and discussions of strategy contained
in such written information have been prepared in good faith based upon
reasonable assumptions (it being understood that such projections, estimates,
forecasts, budgets, statements of opinion or intent and discussions of strategy
are subject to significant uncertainties and contingencies, and that no
assurance can be given that any particular projections, estimates, forecasts or
budgets will be realized).

    


    
      	
              6.16

            	
              Compliance
      with Laws.

            


    

    


    (a)           Each
Loan Party and each Subsidiary is in compliance with the requirements of all
Laws applicable to or pertaining to its property or business operations
(including, without limitation, Title IV, the Occupational Safety and Health Act
of 1970, the Americans with Disabilities Act of 1990, and Environmental Laws),
where any such non-compliance, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.  Without
limiting the generality of the foregoing and notwithstanding any limitations
contained therein, each Loan Party's and each Subsidiary's operations are in
compliance with (i) all Laws and standards, the violation of which would
terminate or materially impair any Loan Party's, any Subsidiary's or any
School's eligibility for participation in student financial assistance programs
under Title IV, (ii) the federal Truth-in-Lending Act, 15 U.S.C. § 1601 et seq.,
and all other consumer credit laws applicable to any Loan Party, any Subsidiary
or any School in connection with the advancing of student loans, except for such
Laws the violation of which, in the aggregate, will not result in the assessment
of penalties and damages claims against any Loan Party or any Subsidiary which
are in excess of 5% of Consolidated Total Assets or which (even if in a lesser
amount) could reasonably be expected to have a Material Adverse Effect, (iii)
all statutory and regulatory requirements for authorization to provide
post-secondary education in the jurisdictions in which its educational
facilities are located except where the failure to so comply could not
reasonably be expected to have a Material Adverse Effect and (iv) all
requirements to continuing its Accreditations, except where the failure to so
comply could not reasonably be expected to have a Material Adverse
Effect.  No Loan Party nor any Subsidiary has received any written
Environmental Claim, where any non-compliance or remedial action relating to the
subject matter of such Environmental Claim, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.

     

    (b)           Each
Loan Party and each Subsidiary has received all licenses, permits, and approvals
of all Governmental Authorities, including without limitation the DOE and all
state education departments, necessary to conduct their businesses, in each case
where the failure to obtain or maintain the same could reasonably be expected to
have a Material Adverse Effect.  Without limiting the foregoing, each
Loan Party and each Subsidiary has qualified under all necessary Laws and
regulations to participate in Title IV Programs.  No investigation or
proceeding which, if adversely determined, could reasonably be expected to
result in revocation or denial of any material license, permit or approval is
pending or, to the knowledge of any Loan Party, threatened.  The
educational programs of the Loan Parties and their Subsidiaries have been
accredited by Accrediting Commission for Career Schools and Colleges of
Technology, and no such accreditation has been denied, suspended or revoked,
except for any such denial, suspension or revocation which could not reasonably
be expected to have a Material Adverse Effect.

    


    
      
        
           


        

        
          58

          
            

          

        

        
           


        

      

    

    


    
      	
              6.17

            	
              Intellectual
      Property; Licenses, Etc.

            


    

    


    Each Loan
Party and each Subsidiary owns, possesses, or has the right to use all necessary
patents, licenses, franchises, trademarks, trade names, trade styles,
copyrights, trade secrets, know how, and confidential commercial and proprietary
information ("IP
Rights") to conduct its businesses as now conducted, without known
conflict with any IP Rights of any other Person.  Set forth on Schedule 6.17 is a
list of all IP Rights registered or pending with the United States Copyright
Office or the United States Patent and Trademark Office and owned by each Loan
Party as of the Closing Date.  As of the Closing Date, none of the IP
Rights owned by any Loan Party is subject to any licensing agreement or similar
arrangement except as set forth on Schedule
6.17.

    


    
      	
              6.18

            	
              Solvency.

            


    

    


    The
Borrower is Solvent, and the Loan Parties are Solvent on a consolidated
basis.

    


    
      	
              6.19

            	
              Perfection
      of Security Interests in the
Collateral.

            


    

    


    The
Collateral Documents create valid security interests in, and Liens on, the
Collateral purported to be covered thereby and (i) when all appropriate filings
or recordings are made with the appropriate Governmental Authorities as may be
required under applicable Law and (ii) upon the taking of possession or control
by the Administrative Agent of such Collateral with respect to which a security
interest may be perfected only by possession or control, such security interests
and Liens will constitute perfected security interests and Liens, prior to all
other Liens other than Permitted Liens.

    


    
      	
              6.20

            	
              Business
      Locations; Taxpayer Identification Number; Deposit and Investment
      Accounts.

            


    

    


    Set forth
on Schedule
6.20(a) is a list of all real property located in the United States that
is owned or leased by any Loan Party as of the Closing Date.  Set
forth on Schedule
6.20(b) is a list of all locations where any tangible personal property
of any Loan Party is located as of the Closing Date.  Set forth on
Schedule
6.20(c) is the chief executive office, exact legal name, U.S. tax payer
identification number and organizational identification number of each Loan
Party as of the Closing Date.  Except as set forth on Schedule 6.20(d), no
Loan Party has during the five years preceding the Closing Date (i) changed its
legal name, (ii) changed its state of formation or (iii) been party to a merger,
consolidation or other change in structure.  Set forth on Schedule 6.20(e) is a
list of all deposit accounts and investment accounts that are owned by any Loan
Party as of the Closing Date.

    


    
      	
              6.21

            	
              Affiliate
      Transactions.

            


    

    


    No Loan
Party nor any Subsidiary is a party to any contracts or agreements with any of
its Affiliates (other than with wholly-owned Subsidiaries) on terms and
conditions which are less favorable to such Loan Party or such Subsidiary than
would be usual and customary in similar contracts or agreements between Persons
not affiliated with each other.

    


    
      
        
           


        

        
          59

          
            

          

        

        
           


        

      

    

    


    ARTICLE
VII

    


    AFFIRMATIVE
COVENANTS

    


    So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, each Loan Party shall and shall cause each Subsidiary
to:

    


    
      	
              7.01

            	
              Financial
      Statements.

            


    

    


    Furnish
to the Administrative Agent for distribution by the Administrative Agent to the
Lenders:

    


    (a)           as
soon as available, and in any event within ninety (90) days after the close of
each fiscal year of the Borrower, a copy of the consolidated balance sheet of
the Borrower and its Subsidiaries as of the last day of the fiscal year then
ended and the consolidated statements of income, retained earnings, and cash
flows of the Borrower and its Subsidiaries for the fiscal year then ended, and
accompanying notes thereto (which may be set forth in the Borrower's Annual
Report on Form 10-K as filed with the SEC to the extent such Annual Report on
Form 10-K is filed with the SEC within ninety (90) days after the close of each
fiscal year of the Borrower; provided, that the
Borrower notifies the Administrative Agent of such Annual Report has been made
available in compliance with the penultimate paragraph of Section 7.02), each
in reasonable detail showing in comparative form the figures for the previous
fiscal year, accompanied by an unqualified opinion of Deloitte & Touche LLP
or another firm of independent public accountants of recognized standing,
selected by the Borrower and reasonably satisfactory to the Administrative Agent
and the Required Lenders, to the effect that the consolidated financial
statements have been prepared in accordance with GAAP and present fairly in
accordance with GAAP the consolidated financial condition of the Borrower and
its Subsidiaries as of the close of such fiscal year and the results of their
operations and cash flows for the fiscal year then ended and that an examination
of such accounts in connection with such financial statements has been made in
accordance with generally accepted auditing standards and, accordingly, such
examination included such tests of the accounting records and such other
auditing procedures as were considered necessary in the circumstances;
and

    


    (b)           as
soon as available, and in any event within forty-five (45) days after the close
of each fiscal quarter of each fiscal year of the Borrower, a copy of the
consolidated balance sheet of the Borrower and its Subsidiaries as of the last
day of such fiscal quarter and the consolidated statements of income, retained
earnings, and cash flows of the Borrower and its Subsidiaries for the fiscal
quarter and for the fiscal year-to-date period then ended (which may be set
forth in the Borrower's Quarterly Report on Form 10-Q as filed with the SEC to
the extent such Quarterly Report on Form 10-Q is filed with the SEC within
forty-five (45) days of after the close of each fiscal quarter of each fiscal
year of the Borrower; provided, that the
Borrower notifies the Administrative Agent that such Quarterly Report has been
made available in compliance with the penultimate paragraph of Section 7.02), each
in reasonable detail showing in comparative form the figures for the
corresponding date and period in the previous fiscal year, prepared by the
Borrower in accordance with GAAP (subject to (i) the absence of footnote
disclosures and (ii) year-end audit adjustments) and certified to by its Chief
Financial Officer or another senior officer of the Borrower acceptable to the
Administrative Agent.

    


    As to any
information contained in materials furnished pursuant to Section 7.02(b), the
Borrower shall not be separately required to furnish such information under
Section 7.01(a)
or (b) above,
but the foregoing shall not be in derogation of the obligation of the Borrower
to furnish the information and materials described in Section 7.01(a) or
(b) above at
the times specified therein.

    


    
      
        
           


        

        
          60

          
            

          

        

        
           


        

      

    

    


    
      	
              7.02

            	
              Certificates;
      Other Information.

            


    

    


    Deliver
to the Administrative Agent for distribution by the Administrative Agent to the
Lenders, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

    


    (a)           with
each of the financial statements furnished to the Lenders pursuant to Section 7.01(a) and
(b), a written
Compliance Certificate signed by the Chief Financial Officer of the Borrower or
another officer of the Borrower acceptable to the Administrative Agent to the
effect that to the best of such officer's knowledge and belief no Default or
Event of Default has occurred during the period covered by such statements or,
if any such Default or Event of Default has occurred during such period, setting
forth a description of such Default or Event of Default and specifying the
action, if any, taken by the Borrower or any Subsidiary to remedy the
same.  Each Compliance Certificate furnished pursuant to Section 7.01(a) and
(b) above shall
also (i) set forth the calculations supporting such statements in respect of
Sections 8.11
and 8.15 hereof
and (but only at such intervals as such information is required to be furnished
to the DOE) those financial ratios required by the DOE with respect to the
Borrower and its Subsidiaries on a consolidated basis (or on any other basis
then required to be reported to the DOE), including primary reserve, equity, net
income and, with respect to each School, 90/10 ratios and (ii) include a summary
of actual versus required Cohort Default Rates;

    


    (b)           promptly
after the sending or filing thereof, copies of each financial statement, report,
notice or proxy statement sent by any Loan Party or any Subsidiary to its public
stockholders or other public equity holders, and copies of each regular,
periodic or special report, registration statement or prospectus (including all
Form 10-K, Form 10-Q and Form 8-K reports) filed by any Loan Party or any
Subsidiary with any securities exchange or the SEC;

    


    (c)           promptly
after receipt thereof, any additional written reports, management letters or
other detailed information contained in writing concerning significant aspects
of any Loan Party's or any Subsidiary's operations and financial affairs given
to it by its independent public accountants;

    


    (d)           promptly
after receipt thereof, a copy of each audit made by any regulatory agency of the
books and records of the Borrower or any Subsidiary or of notice of any material
noncompliance with any applicable Law or guideline relating to any Loan Party or
any Subsidiary, or its business;  and

    


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

    


    Documents
required to be delivered pursuant to Section 7.01(a) or
(b) or Section 7.02(b) (to
the extent any such documents are included in materials otherwise filed with the
SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which the Borrower posts such documents,
or provides a link thereto on the Borrower's website on the Internet at the
website address listed on Schedule 11.02; or
(ii) on which such documents are posted on the Borrower's behalf on an Internet
or intranet website, if any, to which each Lender and the Administrative Agent
have access (whether a commercial, third-party website or whether sponsored by
the Administrative Agent); provided that the
Borrower shall notify the Administrative Agent and each Lender (by telecopier or
electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies) of
such documents.  Notwithstanding anything contained herein, in every
instance the Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section 7.02(a) to
the Administrative Agent.  Except for such Compliance Certificates,
the Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

    


    
      
        
           


        

        
          61

          
            

          

        

        
           


        

      

    

    


    The
Borrower hereby acknowledges that (a) the Administrative Agent and/or the
Arranger will make available to the Lenders and the L/C Issuer materials and/or
information provided by or on behalf of the Borrower hereunder (collectively,
"Borrower
Materials") by posting the Borrower Materials on IntraLinks or another
similar electronic system (the "Platform") and (b)
certain of the Lenders (each a "Public Lender") may
have personnel who do not wish to receive material non-public information with
respect to the Borrower or its Affiliates, or the respective securities of any
of the foregoing, and who may be engaged in investment and other market-related
activities with respect to such Persons' securities.  The Borrower
hereby agrees that (w) all Borrower Materials that are to be made available to
Public Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a
minimum, shall mean that the word "PUBLIC" shall appear prominently on the first
page thereof; (x) by marking Borrower Materials "PUBLIC," the Borrower shall be
deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer
and the Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Borrower or its securities for
purposes of United States federal and state securities laws (provided, however, that to the
extent such Borrower Materials constitute Information, they shall be treated as
set forth in Section
11.07); (y) all Borrower Materials marked "PUBLIC" are permitted to be
made available through a portion of the Platform designated as "Public Side
Information;" and (z) the Administrative Agent and the Arranger shall be
entitled to treat any Borrower Materials that are not marked "PUBLIC" as being
suitable only for posting on a portion of the Platform that is not marked as
"Public Side Information."  Notwithstanding the foregoing, the
Borrower shall be under no obligation to mark any Borrower Materials
"PUBLIC."

    


    
      	
              7.03

            	
              Notices.

            


    

    


    (a)           Promptly,
but in any event within five (5) Business Days after knowledge thereof shall
have come to the attention of the Chief Executive Officer, President, Chief
Financial Officer or Corporate Counsel of the Borrower or any Subsidiary,
furnish written notice to the Administrative Agent of (i) any threatened or
pending litigation, governmental proceeding, inquiry or investigation or labor
controversy against the Borrower or any Subsidiary which could reasonably be
expected to have a Material Adverse Effect, (ii) the occurrence of any Default
or Event of Default hereunder, (iii) any pending or threatened loss of any
Accreditation or state license other than those which could not reasonably be
expected to have a Material Adverse Effect, (iv) any change in any of the
information provided in the eligibility application, to the extent required
under 34 C.F.R. Section 600.30, of the Borrower or any Subsidiary or any School,
(v) any change to occur in state or federal laws, rules or governmental
regulations or budgetary allocations or educational loan policies which could
reasonably be expected to have a Material Adverse Effect, (vi) any pending or
threatened investigation, inquiry or proceeding against any School by the DOE,
any state governmental agency or Accrediting Body which is reasonably likely to
have a Material Adverse Effect, or (vii) the imposition by the DOE of a
requirement that the Borrower, any Subsidiary or any School post or procure or
obtain the issuance of a Title IV Letter of Credit in order to establish the
continued eligibility of the Borrower, any Subsidiary or any School to
participate in Title IV Programs;

    


    (b)           Promptly
notify the Administrative Agent of any ERISA Event; provided that the
Borrower shall only be required to notify the Administrative Agent of any ERISA
Event to the extent that such ERISA Event could reasonably be expected to result
in the Borrower or any of the Subsidiaries incurring liabilities, fines,
penalties or expenses in excess of the Threshold Amount for all of such Persons
collectively.

    


    
      
        
           


        

        
          62

          
            

          

        

        
           


        

      

    

    


    (c)           Promptly
notify the Administrative Agent of any material change in accounting policies or
financial reporting practices by any Loan Party or any Subsidiary;
and

    


    (d)           Promptly
notify the Administrative Agent of the occurrence of any Disposition,
Involuntary Disposition or Debt Issuance, in each case, for which the Borrower
is required to make a mandatory prepayment pursuant to Section
2.05(b).

    


    Each
notice pursuant to this Section 7.03 shall be
accompanied by a statement of a Responsible Officer of the Borrower setting
forth details of the occurrence referred to therein and stating what action the
Borrower has taken and proposes to take with respect thereto.  Each
notice pursuant to Section 7.03(a)(ii)
shall describe with particularity any and all provisions of this Agreement and
any other Loan Document that have been breached.

    


    
      	
              7.04

            	
              Payment
      of Taxes.

            


    

    


    Pay and
discharge all Taxes upon or against it or any of its properties, in each case
before the same become delinquent and before penalties accrue thereon, unless
and to the extent that the same are being contested in good faith and by
appropriate proceedings which prevent enforcement of the matter under contest
and adequate reserves are provided therefore and the failure to make payment
could not reasonably be expected to have a Material Adverse Effect.

    


    
      	
              7.05

            	
              Preservation
      of Existence, Etc.

            


    

    


    Preserve
and maintain its existence, except as otherwise provided in Section 8.04 hereof
and preserve and keep in force and effect all licenses, permits, franchises,
approvals, trade names, trade styles, IP Rights, and other proprietary rights
necessary to the proper conduct of its business where the failure to do so could
reasonably be expected to have a Material Adverse Effect.  Without
limiting the generality of the foregoing and notwithstanding any limitation
contained therein, each Loan Party will, and will cause each School to, maintain
in full force and effect, except to the extent that the failure to do so would
not constitute a Significant Regulatory Event, (i) its status as an "eligible
institution," as defined in 34 C.F.R. Sections 600.2 and 600.5, (ii) its
eligibility to participate in all Title IV Programs in which and to the extent
that it currently participates, (iii) its Accreditations, and (iv) its licenses
to provide postsecondary education in all jurisdictions where it is so
licensed.  Without limiting the generality of the foregoing and
notwithstanding any limitations contained therein, each Loan Party will, and
will cause each School to, comply with all of the factors of financial
responsibility set forth in 34 C.F.R. Section 668, 171-175, except where the
failure to so comply could not reasonably be expected to have a Material Adverse
Effect.  No Loan Party nor any Subsidiary shall conduct any business
other than an Eligible Line of Business.

    


    
      	
              7.06

            	
              Maintenance
      of Properties.

            


    

    


    Maintain,
preserve, and keep each of its properties, plants, and equipment in good repair,
working order and condition (ordinary wear and tear excepted), except to the
extent that, in the reasonable business judgment of such Person, any such
Property is no longer necessary for the proper conduct of the business of such
Person.

    


    
      	
              7.07

            	
              Maintenance
      of Insurance.

            


    

    


    (a)           Insure
and keep insured with good and responsible insurance companies, all insurable
property owned by it which is of a character usually insured by Persons
similarly situated and operating like properties against loss or damage from
such hazards and risks, and in such amounts, as are insured by Persons similarly
situated and operating like properties; and the Loan Parties shall insure, and
shall cause each Subsidiary to insure, such other hazards and risks (including,
without limitation, employers' and public liability risks) with good and
responsible insurance companies acceptable to the Administrative Agent, as and
to the extent usually insured by Persons similarly situated and conducting
similar businesses, provided that the
amount of such insurance shall at all times be sufficient to prevent the
Borrower from becoming a co-insurer under the terms of any insurance
policy.  The Borrower shall, upon the request of the Administrative
Agent, furnish to the Administrative Agent and the Lenders a certificate setting
forth in summary form the nature and extent of the insurance maintained pursuant
to this Section.

    


    
      
        
           


        

        
          63

          
            

          

        

        
           


        

      

    

    


    (b)           Cause
the Administrative Agent to be named as lender's loss payee or mortgagee, as its
interest may appear, and/or additional insured with respect to any such
insurance providing liability coverage or coverage in respect of any Collateral,
and cause each provider of any such insurance to agree, by endorsement upon the
policy or policies issued by it or by independent instruments furnished to the
Administrative Agent, that it will give the Administrative Agent thirty days
prior written notice before any such policy or policies shall be altered or
canceled.  If the Borrower fails to effect and keep in full force and
effect such insurance or fails to pay the premiums when due, the Administrative
Agent may (but shall not be obligated to) do so for the account of the Borrower
and add the cost thereof to the Obligations.

    


    
      	
              7.08

            	
              Compliance
      with Laws.

            


    

    


    (a)           Comply
in all respects with all Laws applicable to each of its properties or business
operations, where any such non-compliance, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect or result in a
Lien upon any of its properties other than a Permitted Lien.  Without
limiting the generality of the foregoing and notwithstanding any limitations
contained therein, each Loan Party and each Subsidiary shall and shall cause
each School (to the extent that it is subject thereto) to comply with the
Truth-in-Lending Act, 15 U.S.C. § 1601 et seq., all regulations promulgated
thereunder, and all other consumer credit laws applicable to each Loan Party,
each Subsidiary and each School in connection with the advancing of student
loans, except for such Laws and regulations the violation of which, in the
aggregate (i) could not reasonably be expected to result in the assessment of
penalties and damages and claims against any Loan Party, any Subsidiary or any
School which are in excess of 5% of Consolidated Total Assets, and (ii) (even if
in a lesser amount) could not reasonably be expected to have a Material Adverse
Effect.  The Borrower shall not use or permit the use of the proceeds
of the Loans to violate any of the foreign asset control regulations of the
U.S.A. Treasury Department Office of Foreign Assets Control or any enabling
statute or order relating thereto.

    


    (b)           Without
limiting the agreements set forth in Section 7.08(a), at
all times, do the following to the extent the failure to do so, individually or
in the aggregate, could reasonably be expected to have a Material Adverse
Effect:  (i) comply in all material respects with, and maintain or
cause to be maintained all real property owned or leased by any Loan Party or
any Subsidiary (collectively, the "Premises") in
compliance in all material respects with, all applicable Environmental Laws;
(ii) require that each tenant and subtenant, if any, of any Premises or any part
thereof comply in all material respects with all Environmental Laws applicable
to such real property; (iii) obtain and maintain in full force and effect all
material governmental approvals required by any applicable Environmental Law for
operations at each of the Premises; (iv) cure any material violation by it or at
any Premises of applicable Environmental Laws; (v) not allow the presence or
operation at any Premises of any (1) landfill or dump or (2) "hazardous waste
management facility" or "solid waste disposal facility" as defined pursuant to
RCRA or any analogous state law; (vi) not manufacture, use, generate, transport,
treat, store, release, dispose or handle any Hazardous Material at any of the
Premises except in the ordinary course of its business and in compliance with
applicable Environmental Laws; (vii) within 15 Business Days notify the
Administrative Agent in writing of and provide any reasonably requested
documents upon learning of any of the following in connection with the Borrower
or any Subsidiary or any of the Premises:  (1) that it has any
material liability for response or corrective action, natural resource damage or
other harm pursuant to CERCLA, RCRA or any analogous state law; (2) any material
Environmental Claim; (3) any material violation of an Environmental Law or
material Release or material threatened Release of a Hazardous Material; (4) any
restriction on the ownership, occupancy, use or transferability arising pursuant
to any (x) Release or material threatened Release of a Hazardous Material or (y)
Environmental Law; or (5) any environmental, natural resource, health or safety
condition, which could reasonably be expected to have a Material Adverse Effect;
(viii) conduct at its expense any investigation, study, sampling, testing,
abatement, cleanup, removal, remediation or other response action necessary to
remove, remediate, clean up or abate any material Release or material threatened
Release of a Hazardous Material as required by any applicable Environmental Law;
(ix) abide by and observe any restrictions on the use of any Premises imposed by
any Governmental Authority as set forth in a deed or other instrument affecting
any Loan Party's or any Subsidiary's interest therein; (x) promptly provide or
otherwise make available to the Administrative Agent any reasonably requested
environmental record concerning any Premises which any Loan Party or any
Subsidiary possesses or can reasonably obtain; and (xi) perform, satisfy, and
implement any operation or maintenance actions required of it by any
Governmental Authority under any Environmental Law, or included in any no
further action letter or covenant not to sue, in each case to which a Loan Party
or a Subsidiary is a party or addressee, issued by any Governmental Authority
under any Environmental Law.

    


    
      
        
           


        

        
          64

          
            

          

        

        
           


        

      

    

    


    
      	
              7.09

            	
              Books
      and Records.

            


    

    


    Maintain
a standard system of accounting in accordance with GAAP.

    


    
      	
              7.10

            	
              Inspection
      Rights.

            


    

    


    Subject
to the terms of Section 11.07 hereof,
permit the Administrative Agent, each Lender, and each of their duly authorized
representatives and agents to visit and inspect any of its property, corporate
books, and financial records, to examine and make copies of its books of
accounts and other financial records, and to discuss its affairs, finances, and
accounts with, and to be advised as to the same by, its officers, employees and
independent public accountants (and by this provision the Borrower and each
other Loan Party hereby authorizes such accountants to discuss with the
Administrative Agent and such Lenders the finances and affairs of the Loan
Parties and their Subsidiaries) at such reasonable times and intervals as the
Administrative Agent or any such Lender may designate and, so long as no Default
or Event of Default exists, with reasonable prior notice to the Borrower, all at
the expense of the Borrower; provided, however, that absent
an Event of Default, the Borrower shall only be required to pay for one
inspection per year and provided, further, an
authorized representative of the Borrower shall be entitled to be a party to any
such discussion with its independent public accountants.

    


    
      	
              7.11

            	
              Use
      of Proceeds.

            


    

    


    Use the
proceeds of the Credit Extensions to refinance existing Indebtedness, to finance
Consolidated Capital Expenditures, to finance Permitted Acquisitions, to finance
Restricted Payments permitted by this Agreement, to pay transaction expenses
relating to any of the foregoing, for its general working capital purposes, to
issue Title IV Letters of Credit and for such other legal and proper purposes as
are consistent with all applicable Laws.

    


    
      	
              7.12

            	
              ERISA
      Compliance.

            


    

    


    Promptly
pay and discharge all obligations and liabilities arising under ERISA of a
character which if unpaid or unperformed could reasonably be expected to result
in the imposition of a Lien or Liens securing liabilities in an amount in excess
of the Threshold Amount (in the aggregate for all such Liens) against any of its
property, other than Permitted Liens.

    


    
      
        
           


        

        
          65

          
            

          

        

        
           


        

      

    

    


    
      	
              7.13

            	
              Additional
      Subsidiaries.

            


    

    


    (a)           Promptly
upon the formation or Acquisition of any Subsidiary, notify the Administrative
Agent thereof in writing and, if such Subsidiary is a Domestic Subsidiary, cause
such Person to (i) become a Guarantor by executing and delivering to the
Administrative Agent a Joinder Agreement or such other documents as the
Administrative Agent shall deem appropriate for such purpose, and (ii) upon the
request of the Administrative Agent in its sole discretion, deliver to the
Administrative Agent such Organization Documents, resolutions and favorable
opinions of counsel (which may, at the Administrative Agent's discretion, be
in-house counsel), all in form, content and scope reasonably satisfactory to the
Administrative Agent and consistent with the documentation required for
Guarantors on the Closing Date.

    


    (b)           Promptly
upon the formation of any School, supply to the Administrative Agent an updated
Schedule 6.13
including the information with respect to such School required on such
Schedule.

    


    
      	
              7.14

            	
              Pledged
      Assets.

            


    

    


    (a)           Equity
Interests.  Cause (i) 100% of the issued and outstanding Equity
Interests of each Domestic Subsidiary and (ii) 65% (or such greater percentage
that, due to a change in an applicable Law after the date hereof, (A) could not
reasonably be expected to cause the undistributed earnings of such Foreign
Subsidiary as determined for United States federal income tax purposes to be
treated as a deemed dividend to such Foreign Subsidiary's United States parent
and (B) could not reasonably be expected to cause any material adverse tax
consequences) of the issued and outstanding Equity Interests entitled to vote
(within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued
and outstanding Equity Interests not entitled to vote (within the meaning of
Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by
any Loan Party to be subject at all times to a first priority, perfected Lien in
favor of the Administrative Agent pursuant to the terms and conditions of the
Collateral Documents, together with opinions of counsel  and any
filings and deliveries reasonably necessary in connection therewith to perfect
the security interests therein, all in form and substance reasonably
satisfactory to the Administrative Agent.

    


    (b)           Other
Property.  (i) Cause all owned and leased property (other than
Excluded Property) of each Loan Party to be subject at all times to first
priority, perfected Liens in favor of the Administrative Agent to secure the
Obligations pursuant to the terms and conditions of the Collateral Documents,
subject in any case to Permitted Liens and (ii) deliver such other documentation
as the Administrative Agent may reasonably request in connection with the
foregoing, including, without limitation, appropriate UCC-1 financing
statements, landlord's waivers, certified resolutions and other organizational
and authorizing documents of such Person and 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 and the
perfection of the Administrative Agent's Liens thereunder), all in form, content
and scope reasonably satisfactory to the Administrative Agent.

    


    
      
        
           


        

        
          66

          
            

          

        

        
           


        

      

    

    


    ARTICLE
VIII

    


    NEGATIVE
COVENANTS

    


    So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, no Loan Party shall, nor shall it permit any Subsidiary to,
directly or indirectly:

    


    
      	
              8.01

            	
              Liens.

            


    

    


    Create,
incur or permit to exist any Lien of any kind on any property owned by any such
Person; provided, however, that the foregoing shall not apply to nor operate to
prevent:

    


    (a)           Liens
arising by statute in connection with worker's compensation, unemployment
insurance, old age benefits, social security obligations, taxes, assessments,
statutory obligations or other similar charges (other than Liens arising under
ERISA), deposits in connection with tenders, contracts or leases to which any
Loan Party or any Subsidiary is a party or other deposits required to be made in
the ordinary course of business, provided in each case that such Liens do not
secure Indebtedness and that the obligation secured is not overdue for a period
of more than 30 days or, if overdue for a period of more than 30 days, is being
contested in good faith by appropriate proceedings which prevent enforcement of
such Lien and adequate reserves have been established therefor;

    


    (b)           mechanics',
workmen's, materialmen's, landlords', carriers' or other similar Liens arising
in the ordinary course of business with respect to obligations which are not
overdue for a period of more than 30 days or which are being contested in good
faith by appropriate proceedings which prevent enforcement of such
Lien;

    


    (c)           judgment
liens and judicial attachment liens not constituting an Event of Default under
Section 9.01(h)
and the pledge of assets for the purpose of securing an appeal, stay or
discharge in the course of any legal proceeding, provided that the aggregate
amount of such judgment liens and attachments and liabilities of the Borrower
and its Subsidiaries secured by a pledge of assets permitted under this
subsection, including interest and penalties thereon, if any, shall not be in
excess of the Threshold Amount at any one time outstanding;

    


    (d)           (i)
Liens on property of any Loan Party or any Subsidiary created solely for the
purpose of securing Purchase Money Indebtedness permitted by Section 8.03(b),
provided that
no such Lien shall extend to or cover other property of such Loan Party or such
Subsidiary other than the respective property so acquired, constructed or
improved, and the principal amount of Indebtedness secured by any such Lien
shall at no time exceed the purchase price or the cost of such construction or
improvement, as the case may be, of such property, as reduced by repayments of
principal thereon and (ii) Liens on property of a Person securing Purchase Money
Indebtedness at the time such Person is acquired pursuant to a Permitted
Acquisition, provided that (A)
such Liens do not secure more than $10,000,00 of Purchase Money Indebtedness in
the aggregate and (B) such Liens were not created in contemplation of such
Permitted Acquisition;

    


    (e)           Liens
on property of any Loan Party or any Subsidiary arising in connection with
Capital Leases permitted under Section
8.03(b);

    


    (f)           any
interest or title of a lessor under any operating lease;

    


    
      
        
           


        

        
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    (g)           easements,
rights-of-way, restrictions, and other similar encumbrances against real
property of the Loan Parties and their Subsidiaries incurred in the ordinary
course of business which do not materially detract from the value of the
property subject thereto or materially interfere with the ordinary conduct of
the business of any Loan Party or any Subsidiary;

    


    (h)           Liens
granted in favor of the Administrative Agent pursuant to the Loan
Documents;

    


    (i)            Liens
existing on the Closing Date and listed on Schedule 8.01 hereto
and any renewals, extensions or replacements thereof, provided that the
property covered thereby is not changed and the obligations secured thereby are
not increased;

    


    (j)           
Liens deemed to exist in connection with Investments in financial repurchase
agreements that qualify as Cash Equivalents;

    


    (k)          
normal and customary rights of setoff upon deposits of cash in favor of banks or
other depository institutions;

    


    (l)           
Liens of a collection bank arising under Section 4-210 of the Uniform Commercial
Code on items in the course of collection; and

    


    (m)         
Liens in favor of the L/C Issuer or the Swing Line Lender on cash collateral
securing the obligations of a Defaulting Lender or an Impacted Lender to fund
risk participations hereunder.

    


    
      	
              8.02

            	
              Investments.

            


    

    


    Make,
retain or have outstanding any Investments; provided, however, that the
foregoing shall not apply to nor operate to prevent:

    


    (a)           Investments
held by such Loan Party or such Subsidiary in the form of cash, Cash Equivalents
or Permitted Investments;

    


    (b)         
the Borrower's Investments from time to time in its Subsidiaries (other than
ComTech), and Investments made from time to time by a Subsidiary in one or more
of the Subsidiaries (other than ComTech) or in the Borrower; provided that any
subsequent Investment by the Borrower or any Subsidiary in a Person which was
the target in a Permitted Acquisition in which the Borrower and its Subsidiaries
collectively owned less than 100% of the Voting Stock of such target after
giving effect to such Permitted Acquisition and which Investment results in the
Borrower or such Subsidiary increasing its ownership percentage of the Voting
Stock of such entity must comply with the requirements set forth in the
definition of "Permitted Acquisition";

    


    (c)          
intercompany advances made from time to time between the Borrower or any
Subsidiary  and any one or more Subsidiaries (other than ComTech) in
the ordinary course of business to finance working capital needs;

    


    (d)           Permitted
Acquisitions;

    


    (e)           short-term
loans and advances to directors, officers and employees for travel,
entertainment, relocation and other analogous purposes in the ordinary course of
business in an aggregate amount not to exceed $1,000,000 at any one time
outstanding;

    


    (f)           
Guarantees permitted by Section
8.03;

    


    
      
        
           


        

        
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    (g)           Investments
consisting of Student Note Receivables and other receivables and notes received
from students in the ordinary course of business; and

    


    (h)           Investments
consisting of non-cash payments or recoveries received in settlement of
litigation, bankruptcy proceedings or in the good faith settlement of
Indebtedness; and

    


    (i)         
  other Investments in addition to those otherwise permitted by this
Section 8.02 in
an amount not to exceed $10,000,000 in the aggregate at any one time
outstanding.

    


    
      	
              8.03

            	
              Indebtedness.

            


    

    


    Issue,
incur, assume, create or have outstanding any Indebtedness, or be or become
liable as endorser, guarantor, surety or otherwise for any Indebtedness or any
performance undertaking of any other Person (other than any Loan Party or any
Subsidiary or any School), or otherwise agree to provide funds for payment of
the Indebtedness for borrowed money of any other Person, or otherwise assure a
creditor of any other Person (other than any Loan Party or any Subsidiary or any
School) against loss; provided, however, that the
foregoing shall not restrict nor operate to prevent:

    


    (a)           Indebtedness
under the Loan Documents;

    


    (b)          
Purchase Money Indebtedness and Attributable Indebtedness in respect of Capital
Leases;

    


    (c)           obligations
(contingent or otherwise) existing or arising under any Swap Contract, provided that (i)
such obligations are (or were) entered into by such Person in the ordinary
course of business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by such
Person, and not for purposes of speculation or taking a "market view;" and (ii)
such Swap Contract does not contain any provision exonerating the non-defaulting
party from its obligation to make payments on outstanding transactions to the
defaulting party;

    


    (d)          endorsement
of items for deposit or collection received in the ordinary course of
business;

    


    (e)           intercompany
Indebtedness from time to time owing by the Borrower to any Subsidiary or by any
Subsidiary to the Borrower or by any Subsidiary to any other
Subsidiary;

    


    (f)           Indebtedness
set forth in Schedule
8.03 (and renewals, refinancings and extensions thereof); provided that (i) the
amount of such Indebtedness is not increased at the time of such refinancing,
renewal or extension except by an amount equal to a reasonable premium or other
reasonable amount paid, and fees and expenses reasonably incurred, in connection
with such refinancing and by an amount equal to any existing commitments
unutilized thereunder and (ii) the terms relating to principal amount,
amortization, maturity, collateral (if any) and subordination (if any), and
other material terms taken as a whole, of any such refinancing, renewal or
extension are no less favorable in any material respect to the Loan Parties and
their Subsidiaries or the Lenders than the terms of any agreement or instrument
governing the Indebtedness being refinanced, renewed or extended and the
interest rate applicable to any such refinancing, refunding, renewing or
extending Indebtedness does not exceed the then applicable market interest rate;
and

    


    (g)           unsecured
Indebtedness not otherwise permitted by this Section 8.03 in an
amount not to exceed $20,000,000 in the aggregate at any one time
outstanding.

    


    
      
        
           


        

        
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              8.04

            	
              Fundamental
      Changes.

            


    

    


    Be a
party to any merger or consolidation; provided, however, that this
Section shall not apply to nor operate to prevent the merger of any Subsidiary
with and into the Borrower or any other Subsidiary, or the consolidation of any
Subsidiary with any other Subsidiary, or any merger or consolidation pursuant to
or as part of a Permitted Acquisition provided that, in the
case of any merger involving the Borrower, the Borrower is the corporation
surviving the merger, and in the case of any merger or consolidation involving
both a Loan Party and a Subsidiary other than a Loan Party, the surviving entity
is a Loan Party.  This Section shall not apply to prevent the
dissolution, liquidation or winding up of the affairs of ComTech or any other
immaterial Subsidiary at any time, provided, that such
dissolution, liquidation or winding up, as applicable, could not reasonably be
expected to have a Material Adverse Effect and the assets, if any, of such
Subsidiary that is subject to a dissolution, liquidation or winding up are
transferred to the Borrower or to another Loan Party.

    


    
      	
              8.05

            	
              Dispositions.

            


    

    


    Make any
Disposition, including any Disposition of property as part of a Sale and
Leaseback Transaction; provided, however, that this
Section shall not apply to nor operate to prevent:

    


    (a)           Permitted
Transfers; and

    


    (b)          
so long as no Default has occurred and is continuing or would arise as a result
thereof, the Disposition of property of any Loan Party or any Subsidiary
(including any Disposition of property as part of a Sale and Leaseback
Transaction), provided that (i) at
the time of any such Disposition, the aggregate fair market value of all of the
assets Disposed of by the Loan Parties and their Subsidiaries in all such
transactions during the term of this Agreement shall not exceed twenty percent
(20%) of the consolidated assets of the Borrower and its Subsidiaries as of the
end of the fiscal quarter  most recently ended and (ii) the
Consolidated EBITDA attributable to the assets subject to all such Dispositions
during the term of this Agreement shall not exceed twenty percent (20%) of
Consolidated EBITDA as of the most recently ended four fiscal quarter
period.

    


    Upon the
written request of the Borrower, the Administrative Agent shall release its Lien
on any property Disposed of pursuant to the foregoing provisions.

    


    
      	
              8.06

            	
              Restricted
      Payments.

            


    

    


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

    


    (a)           each
Subsidiary may make Restricted Payments to Persons that own Equity Interests in
such Subsidiary, ratably according to their respective holdings of the type of
Equity Interest in respect of which such Restricted Payment is being
made;

    


    (b)           each
Loan Party and each Subsidiary may declare and make dividend payments or other
distributions payable solely in common Equity Interests of such
Person;

    


    (c)           any
Subsidiary may make payments to the Borrower of dividends or distributions in an
amount sufficient to enable the Borrower to timely pay when due United States
federal, state and local income tax liabilities in respect of income earned by
the Loan Parties and their Subsidiaries; provided, that the
proceeds of such dividends or distributions are in fact used to pay such tax
liabilities;

    


    
      
        
           


        

        
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    (d)           any
Loan Party or any Subsidiary may purchase, redeem or otherwise acquire its
Equity Interests with proceeds received from the substantially concurrent issue
of new Equity Interests; and

    


    (e)           the
Borrower may make other Restricted Payments so long as (i) no Default exists
immediately prior and after giving effect thereto and (ii) after giving effect
to such Restricted Payments on a Pro Forma Basis, the Consolidated Leverage
Ratio is less than 1.00 to 1.0.

    


    
      	
              8.07

            	
              Change
      in Nature of Business.

            


    

    


    Engage in
any business or activity if as a result such Loan Party or such Subsidiary,
respectively, would not be engaged in an Eligible Line of Business.

    


    
      	
              8.08

            	
              Transactions
      with Affiliates and
Insiders.

            


    

    


    Enter
into any Contractual Obligation with any of its officers, directors or
Affiliates (other than with a Loan Party or a wholly-owned Subsidiary) on terms
and conditions which are less favorable to such Person than would be usual and
customary in similar contracts, agreements or business arrangements with a
Person not an officer, director or Affiliate, except (a) as described in Section 6.21, (b) as
set forth on Schedule
8.08 and (c) Investments permitted pursuant to Section
8.02.

    


    
      	
              8.09

            	
              Burdensome
      Agreements.

            


    

    


    Directly
or indirectly create or otherwise cause or suffer to exist or become effective
any consensual encumbrance or restriction of any kind on the ability of any Loan
Party or any Subsidiary to:  (a) pay dividends or make any other
distribution on any Loan Party's or any Subsidiary's Equity Interests owned by
any Loan Party or any Subsidiary, (b) pay any Indebtedness owed to any Loan
Party or any Subsidiary, (c) make loans or advances to any Loan Party or any
Subsidiary, (d) transfer any of its property to any Loan Party or any Subsidiary
or (e) guarantee the Obligations and/or grant Liens on its assets to the
Administrative Agent as required by the Loan Documents, except (in respect of
any of the matters referred to in clauses (d) and (e) above) for (i) this
Agreement and the other Loan Documents, (ii) any document or instrument
governing Indebtedness incurred pursuant to Section 8.03(b),
provided that
any such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith, (iii) any Permitted Lien or any
document or instrument governing any Permitted Lien, provided that any
such restriction contained therein relates only to the asset or assets subject
to such Permitted Lien or (iv) customary restrictions and conditions contained
in any agreement relating to the sale of any property permitted under Section 8.05 pending
the consummation of such sale.

    


    
      	
              8.10

            	
              Use
      of Proceeds.

            


    

    


    Use the
credit extended under this Agreement for purposes other than those permitted by
Section 7.11
hereof.

    


    
      	
              8.11

            	
              Financial
      Covenants.

            


    

    


    (a)           Consolidated Adjusted Net
Worth.  Permit Consolidated Adjusted Net Worth at any time to
be less than the sum of $150,000,000, increased on a cumulative basis as of the
end of each fiscal quarter of the Borrower, commencing with the fiscal quarter
ending December 31, 2009 by an amount equal to 50% of Consolidated Net Income
(to the extent positive) for the fiscal quarter then ended plus 100% of the
amount of all issuances of Equity Interests after the Closing Date that increase
consolidated shareholders' equity.

    


    
      
        
           


        

        
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    (b)           Consolidated Leverage
Ratio.  Permit the Consolidated Leverage Ratio as of the end of
any fiscal quarter of the Borrower (commencing with the fiscal quarter ending
December 31, 2009) to be greater than 2.25 to 1.0.

    


    (c)           Consolidated Fixed Charge
Coverage Ratio.  Permit the Consolidated Fixed Charge Coverage
Ratio as of the end of any fiscal quarter of the Borrower (commencing with the
fiscal quarter ending December 31, 2009) to be less than 1.50 to
1.0.

    


    (d)           Minimum Financial
Responsibility Composite Score.  Permit the Financial
Responsibility Composite Score to be less than 1.5 as of the last day of each
fiscal year of the Borrower.

    


    (e)           Cohort Default
Rate.  Permit  the Cohort Default Rate for any
School  to
exceed:  (i)  25%  (or  such other
percentage as established by the DOE and in effect from time to time) for any
three consecutive cohort fiscal years or (ii) 40% (or  such other
percentage as established by the DOE and in effect from time to time) for any
cohort fiscal year.  For purposes of this Section 8.11(e), a
"cohort fiscal year" is a twelve month period commencing on October 1 of a year
and ending on September 30 of the following year.

    


    
      	
              8.12

            	
              Prepayment of Other
      Indebtedness, Etc.

            


    

    


     (a)           If
a Default exists, amend or modify any of the terms of any Indebtedness of any
Loan Party or any Subsidiary (other than Indebtedness arising under the Loan
Documents) if such amendment or modification would add or change any terms in a
manner adverse to any Loan Party or any Subsidiary, or shorten the final
maturity or average life to maturity or require any payment to be made sooner
than originally scheduled or increase the interest rate applicable
thereto.

    


    (b)           If
a Default exists, make (or give any notice with respect thereto) any voluntary
or optional payment or prepayment or redemption or acquisition for value of
(including without limitation, by way of depositing money or securities with the
trustee with respect thereto before due for the purpose of paying when due),
refund, refinance or exchange of any Indebtedness of any Loan Party or any
Subsidiary (other than Indebtedness arising under the Loan
Documents).

    


    
      	
              8.13

            	
              Organization
      Documents; Fiscal Year; Legal Name, State of Formation and Form of
      Entity.

            


    

    


    (a)           Amend,
modify or change its Organization Documents in a manner adverse to the
Lenders.

    


    (b)           Change
its fiscal year end from December 31 of each year.

    


    (c)           Without
providing ten days prior written notice to the Administrative Agent, change its
name, state of formation or form of organization.

    


    
      	
              8.14

            	
              Ownership
      of Subsidiaries.

            


    

    


    Assign,
sell or transfer any Equity Interests of a Subsidiary other than to the Borrower
or a wholly-owned Subsidiary, provided that
following any such issuance, assignment, sale or transfer, such Equity Interests
shall be or remain, as the case may be, subject to the Lien of the
Administrative Agent; provided, however, that the
foregoing shall not operate to prevent (a) Liens on the Equity Interests of the
Subsidiaries granted to the Administrative Agent pursuant to the Collateral
Documents, (b) the issuance, sale, and transfer to any natural person of any
Equity Interests of a Subsidiary solely for the purpose of qualifying, and to
the extent legally necessary to qualify, such person as a director of such
Subsidiary, and (c) any transaction permitted by Section
8.04.

    


    
      
        
           


        

        
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              8.15

            	
              Capital
      Expenditures.

            


    

    


    Permit
Consolidated Capital Expenditures for any fiscal year to exceed
$75,000,000.

    


    
      	
              8.16

            	
              Limitations
      on Foreign Subsidiaries.

            


    

    


    Permit
the total assets of the Borrower's direct and indirect Foreign Subsidiaries (if
any) to exceed 15% of Consolidated Total Assets at any time.

    


    


    ARTICLE
IX

    


    EVENTS
OF DEFAULT AND REMEDIES

    


    
      	
              9.01

            	
              Events
      of Default.

            


    

    


    Any of
the following shall constitute an Event of Default:

    


    (a)           Non-Payment.  Any
Loan Party fails to pay (i) when and as required to be paid herein, any amount
of principal of any Loan or any L/C Obligation, or (ii) within five Business
Days after the same becomes due, any interest on any Loan or on any L/C
Obligation, or any fee due hereunder, or (iii) within five Business Days after
the same becomes due, any other amount payable hereunder or under any other Loan
Document; or

    


    (b)           Specific
Covenants.  Any Loan Party fails to perform or observe any
term, covenant or agreement contained in any of Section 7.01, 7.02, 7.03, 7.05, 7.13 or 7.14, or Article VIII;
or

    


    (c)           Other
Defaults.  Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for thirty days after the earlier of (i) the date on which such
default shall first become known to the Chief Executive Officer, President,
Chief Financial Officer or Corporate Counsel of the Borrower or (ii) written
notice thereof is given to the Borrower by the Administrative Agent;
or

    


    (d)           Representations and
Warranties.  Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of any Loan Party herein,
in any other Loan Document, or in any document delivered in connection herewith
or therewith shall be incorrect or misleading in any material respect (or, if
such representation or warranty is itself qualified by materiality or Material
Adverse Effect, incorrect or misleading in any respect) when made or deemed
made; or

    


    (e)           Cross-Default.  (i)
Any Loan Party or any Subsidiary (A) fails to make any payment when due (whether
by scheduled maturity, required prepayment, acceleration, demand, or otherwise
and after the giving of any required notice and the running of any applicable
grace or cure periods) in respect of any Indebtedness or Guarantee (other than
Indebtedness hereunder and Indebtedness under Swap Contracts) having an
aggregate principal amount (including undrawn committed or available amounts and
including amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than the Threshold Amount, or (B) fails to observe or
perform any other agreement or condition relating to any such Indebtedness or
Guarantee or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event occurs, the effect of which default or
other event (but only after the giving of any required notice or the expiration
of any permitted grace period or both) is to cause, or to permit the holder or
holders of such Indebtedness or the beneficiary or beneficiaries of such
Guarantee (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to be demanded or to become due or to be repurchased, prepaid,
defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity, or such Guarantee to become payable or cash collateral in respect
thereof to be demanded; or (ii) there occurs under any Swap Contract an Early
Termination Date (as defined in such Swap Contract) resulting from (A) any event
of default under such Swap Contract as to which any Loan Party or any Subsidiary
is the Defaulting Party (as defined in such Swap Contract) or (B) any
Termination Event (as so defined) under such Swap Contract as to which any Loan
Party or any Subsidiary is an Affected Party (as so defined) and, in either
event, the Swap Termination Value owed by such Loan Party or such Subsidiary as
a result thereof is greater than the Threshold Amount; or

    


    
      
        
           


        

        
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    (f)           Insolvency Proceedings,
Etc.  Any Loan Party or any Subsidiary institutes or consents
to the institution of any proceeding under any Debtor Relief Law, or makes an
assignment for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent
of such Person and the appointment continues undischarged or unstayed for sixty
calendar days; or any proceeding under any Debtor Relief Law relating to any
such Person or to all or any material part of its property is instituted without
the consent of such Person and continues undismissed or unstayed for sixty
calendar days, or an order for relief is entered in any such proceeding;
or

    


    (g)           Inability to Pay Debts;
Attachment.  (i) Any Loan Party or any Subsidiary becomes
unable or admits in writing its inability or fails generally to pay its debts as
they become due, or (ii) any writ or warrant of attachment or execution or
similar process is issued or levied against all or any material part of the
property of any such Person and is not released, vacated or fully bonded within
thirty days after its issue or levy; or

    


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

    


    (i)           
ERISA.  (i)
An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan
which, when taken together with all other ERISA Events that have occurred, has
resulted or could reasonably be expected to result in liability of any Loan
Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the
PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the
Borrower or any ERISA Affiliate fails to pay when due, after the expiration of
any applicable grace period, any installment payment with respect to its
withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in
an aggregate amount in excess of the Threshold Amount; or

    


    
      
        
           


        

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

    


    (k)           Change of
Control.  There occurs any Change of Control; or

    


    (l)         
  Significant Regulatory
Event.  The DOE shall have, pursuant to Subpart G of 34 C.F.R.,
Part 668, regarding the eligibility of the Borrower, any Subsidiary or any
School to participate in the Title IV Programs, notified the Borrower, any
Subsidiary or such School, as the case may be, of any suspension or termination
of Title IV Program funding, but only to the extent that such suspension or
termination would constitute a Significant Regulatory Event; or

    


    (m)          Change in Borrower's
Business.  The Borrower shall (i) own any property or assets
other than its Equity Interests in the Subsidiaries or (ii) conduct or operate
any business other than its ownership of the Subsidiaries.

    


    
      	
              9.02

            	
              Remedies
      Upon Event of Default.

            


    

    


    If any
Event of Default occurs and is continuing, the Administrative Agent shall, at
the request of, or may, with the consent of, the Required Lenders, take any or
all of the following actions:

    


    (a)           declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuer
to make L/C Credit Extensions to be terminated, whereupon such commitments and
obligation shall be terminated;

    


    (b)           declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Loan Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower;

    


    (c)           require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to
the then Outstanding Amount thereof); and

    


    (d)          
exercise on behalf of itself, the Lenders and the L/C Issuer all rights and
remedies available to it, the Lenders and the L/C Issuer under the Loan
Documents or applicable Law;

    


    provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect
to the Borrower under any Debtor Relief Law, the obligation of each Lender to
make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions
shall automatically terminate, the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become
due and payable, and the obligation of the Borrower to Cash Collateralize the
L/C Obligations as aforesaid shall automatically become effective, in each case
without further act of the Administrative Agent or any Lender.

    


    
      	
              9.03

            	
              Application
      of Funds.

            


    

    


    After the
exercise of remedies provided for in Section 9.02 (or
after the Loans have automatically become immediately due and payable and the
L/C Obligations have automatically been required to be Cash Collateralized as
set forth in the proviso to Section 9.02), any
amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:

    


    
      
        
           


        

        
          75

          
            

          

        

        
           


        

      

    

    


    First, to payment of
that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article III) payable
to the Administrative Agent in its capacity as such;

    


    Second, to payment of
that portion of the Obligations constituting fees, indemnities and other amounts
(other than principal, interest and Letter of Credit Fees) payable to the
Lenders and the L/C Issuer (including fees, charges and disbursements of counsel
to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably
among them in proportion to the respective amounts described in this clause
Second payable
to them;

    


    Third, to payment of
that portion of the Obligations constituting accrued and unpaid Letter of Credit
Fees and interest on the Loans and L/C Borrowings and fees, premiums and
scheduled periodic payments, and any interest accrued thereon, due under any
Swap Contract between any Loan Party or any Subsidiary and any Lender, or any
Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(c),
ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates
of Lenders) and the L/C Issuer in proportion to the respective amounts described
in this clause Third held by
them;

    


    Fourth, to (a)
payment of that portion of the Obligations constituting unpaid principal of the
Loans and L/C Borrowings, (b) payment of breakage, termination or other
payments, and any interest accrued thereon, due under any Swap Contract between
any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender,
to the extent such Swap Contract is permitted by Section 8.03(c), (c)
payments of amounts due under any Treasury Management Agreement between any Loan
Party or any Subsidiary and any Lender, or any Affiliate of a Lender and (d)
Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case
of such Swap Contracts and Treasury Management Agreements, Affiliates of
Lenders) and the L/C Issuer in proportion to the respective amounts described in
this clause Fourth held by them;
and

    


    Last, the balance, if
any, after all of the Obligations have been indefeasibly paid in full, to the
Borrower or as otherwise required by Law.

    


    Subject
to Section
2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount
of Letters of Credit pursuant to clause Fourth above shall be
applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth
above.

    


    


    ARTICLE
X

    


    ADMINISTRATIVE
AGENT

    


    
      	
              10.01

            	
              Appointment
      and Authority.

            


    

    


    Each of
the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to
act on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto.  The provisions of this Article are
solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and no Loan Party shall have rights as a third party beneficiary of any
of such provisions.

    


    
      
        
           


        

        
          76

          
            

          

        

        
           


        

      

    

    


    
      	
              10.02

            	
              Rights
      as a Lender.

            


    

    


    The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
any Loan Party or any Subsidiary or other Affiliate thereof as if such Person
were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.

    


    
      	
              10.03

            	
              Exculpatory
      Provisions.

            


    

    


    The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents.  Without
limiting the generality of the foregoing, the Administrative Agent:

    


    (a)           shall
not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;

    


    (b)           shall
not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the
other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable Law;
and

    


    (c)           shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to any Loan Party or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or
any of its Affiliates in any capacity.

    


    The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 11.01 and
9.02) or (ii)
in the absence of its own gross negligence or willful misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until notice describing such Default is given to the Administrative Agent by
the Borrower, a Lender or the L/C Issuer.

    


    The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or
therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document, or the creation, perfection or priority
of any Lien purported to be created by the Collateral Documents, (v) the value
or the sufficiency of any Collateral, or (vi) the satisfaction of any condition
set forth in Article
V or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.

    


    
      
        
           


        

        
          77

          
            

          

        

        
           


        

      

    

    


    
      	
              10.04

            	
              Reliance
      by Administrative Agent.

            


    

    


    The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person.  The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made
by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the L/C Issuer unless the Administrative Agent shall have received
notice to the contrary from such Lender or the L/C Issuer prior to the making of
such Loan or the issuance of such Letter of Credit.  The
Administrative Agent may consult with legal counsel (who may be counsel for the
Loan Parties), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.

    


    
      	
              10.05

            	
              Delegation
      of Duties.

            


    

    


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

    


    
      	
              10.06

            	
              Resignation
      of Administrative Agent.

            


    

    


    The
Administrative Agent may at any time give notice of its resignation to the
Lenders, the L/C Issuer and the Borrower.  Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an
office in the United States.  If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may on behalf of the Lenders
and the L/C Issuer, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the
Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (a) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders or
the L/C Issuer under any of the Loan Documents, the retiring Administrative
Agent shall continue to hold such collateral security until such time as a
successor Administrative Agent is appointed) and (b) all payments,
communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and the L/C
Issuer directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section.  Upon the
acceptance of a successor's appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section).  The fees
payable by the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower
and such successor.  After the retiring Administrative Agent's
resignation hereunder and under the other Loan Documents, the provisions of this
Article and Section
11.04 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while the
retiring Administrative Agent was acting as Administrative Agent.

    


    
      
        
           


        

        
          78

          
            

          

        

        
           


        

      

    

    


    Any
resignation by Bank of America as Administrative Agent pursuant to this Section
shall also constitute its resignation as L/C Issuer and Swing Line
Lender.  Upon the acceptance of a successor's appointment as
Administrative Agent hereunder, (i) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring L/C
Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender
shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer
shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the retiring L/C Issuer with respect to such Letters of Credit.

    


    
      	
              10.07

            	
              Non-Reliance
      on Administrative Agent and Other
  Lenders.

            


    

    


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

    


    
      	
              10.08

            	
              No
      Other Duties; Etc.

            


    

    


    Anything
herein to the contrary notwithstanding, no bookrunners, arrangers, syndication
agents, documentation agents or co-agents shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except
in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C
Issuer hereunder.

    


    
      	
              10.09

            	
              Administrative
      Agent May File Proofs of
Claim.

            


    

    


    In case
of the pendency of any proceeding under any Debtor Relief Law or any other
judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

    


    
      
        
           


        

        
          79

          
            

          

        

        
           


        

      

    

    


    (a)           to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, L/C Obligations and all other Obligations
arising under the Loan Documents that are owing and unpaid and to file such
other documents as may be necessary or advisable in order to have the claims of
the Lenders, the L/C Issuer and the Administrative Agent (including any claim
for the reasonable compensation, expenses, disbursements and advances of the
Lenders, the L/C Issuer and the Administrative Agent and their respective agents
and counsel and all other amounts due the Lenders, the L/C Issuer and the
Administrative Agent under Sections 2.03(i) and
(j), 2.09 and 11.04) allowed in
such judicial proceeding; and

    


    (b)           to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;

    


    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent and,
if the Administrative Agent shall consent to the making of such payments
directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other
amounts due the Administrative Agent under Sections 2.09 and
11.04.

    


    Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or the L/C Issuer to
authorize the Administrative Agent to vote in respect of the claim of any Lender
or the L/C Issuer in any such proceeding.

    


    
      	
              10.10

            	
              Collateral
      and Guaranty Matters.

            


    

    


    The
Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at
its option and in its discretion,

    


    (a)           to
release any Lien on any property granted to or held by the Administrative Agent
under any Loan Document (i) upon termination of the Aggregate Revolving
Commitments and indefeasible payment in full in cash of all Obligations (other
than contingent indemnification obligations or similar obligations not then due)
and the expiration or termination of all Letters of Credit (other than Letters
of Credit as to which other arrangements satisfactory to the Administrative
Agent and the L/C Issuer shall have been made), (ii) that is transferred or to
be transferred as part of or in connection with any Disposition permitted
hereunder or under any other Loan Document or any Involuntary Disposition, or
(iii) as approved in accordance with Section
11.01;

    


    (b)           to
subordinate any Lien on any property granted to or held by the Administrative
Agent under any Loan Document to the holder of any Lien on such property that is
permitted by Section
8.01(d); and

    


    (c)           to
release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Subsidiary as a result of a transaction permitted
hereunder.

    


    Upon
request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent's authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Guaranty, pursuant to this Section
10.10.

    


    
      
        
           


        

        
          80

          
            

          

        

        
           


        

      

    

    


    ARTICLE
XI

    


    MISCELLANEOUS

    


    
      	
              11.01

            	
              Amendments,
      Etc.

            


    

    


    No
amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by any Loan Party therefrom, shall be
effective unless in writing signed by the Required Lenders and the Borrower or
the applicable Loan Party, as the case may be, and acknowledged by the
Administrative Agent, and each such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given; provided, further,
that

    


    (a)           no
such amendment, waiver or consent shall:

    


    (i)            extend
or increase the Commitment of a Lender (or reinstate any Commitment terminated
pursuant to Section
9.02) without the written consent of such Lender whose Commitment is
being extended or increased (it being understood and agreed that a waiver of any
condition precedent set forth in Section 5.02 or of
any Default or a mandatory reduction in Commitments is not considered an
extension or increase in Commitments of any Lender);

    


    (ii)           postpone
any date fixed by this Agreement or any other Loan Document for any payment
(excluding mandatory prepayments) of principal, interest, fees or other amounts
due to the Lenders (or any of them) or any scheduled reduction of the
Commitments hereunder or under any other Loan Document without the written
consent of each Lender entitled to receive such payment or whose Commitments are
to be reduced;

    


    (iii)           reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (i) of the final proviso to this Section 11.01) any
fees or other amounts payable hereunder or under any other Loan Document without
the written consent of each Lender entitled to receive such amount; provided, however, that only
the consent of the Required Lenders shall be necessary to (A) amend the
definition of "Default Rate" or waive any obligation of the Borrower to pay
interest or Letter of Credit Fees at the Default Rate or (B) to amend any
financial covenant hereunder (or any defined term used therein) even if the
effect of such amendment would be to reduce the rate of interest on any Loan or
L/C Borrowing or to reduce any fee payable hereunder;

    


    (iv)           change
Section 2.13 or
Section 9.03 in
a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender directly affected
thereby;

    


    (v)           change
any provision of this Section 11.01(a) or
the definition of "Required Lenders" without the written consent of each Lender
directly affected thereby;

    


    (vi)           release
all or substantially all of the Collateral without the written consent of each
Lender whose Obligations are secured by such Collateral;

    


    
      
        
           


        

        
          81

          
            

          

        

        
           


        

      

    

    


    (vii)           release
the Borrower without the consent of each Lender, or, except in connection with a
transaction permitted under Section 8.04 or Section 8.05, all or
substantially all of the value of the Guaranty without the written consent of
each Lender whose Obligations are guarantied thereby, except to the extent such
release is permitted pursuant to Section 10.10 (in
which case such release may be made by the Administrative Agent acting alone);
or

    


    (b)           unless
also signed by the L/C Issuer, no amendment, waiver or consent shall affect the
rights or duties of the L/C Issuer under this Agreement or any Issuer Document
relating to any Letter of Credit issued or to be issued by it;

    


    (c)           unless
also signed by the Swing Line Lender, no amendment, waiver or consent shall
affect the rights or duties of the Swing Line Lender under this Agreement;
and

    


    (d)           unless
also signed by the Administrative Agent, no amendment, waiver or consent shall
affect the rights or duties of the Administrative Agent under this Agreement or
any other Loan Document;

    


    provided, however, that
notwithstanding anything to the contrary herein, (i) the Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only
by the parties thereto, (ii) no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that
the Commitment of such Lender may not be increased or extended without the
consent of such Lender, (iii) each Lender is entitled to vote as such Lender
sees fit on any bankruptcy reorganization plan that affects the Loans, and each
Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy
Code of the United States supersedes the unanimous consent provisions set forth
herein and (iv) the Required Lenders shall determine whether or not to allow a
Loan Party to use cash collateral in the context of a bankruptcy or insolvency
proceeding and such determination shall be binding on all of the
Lenders.

    


    
      	
              11.02

            	
              Notices;
      Effectiveness; Electronic
Communications.

            


    

    


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

    


    (i)          
  if to any Loan Party, the Administrative Agent, the L/C Issuer or
the Swing Line Lender, to the address, telecopier number, electronic mail
address or telephone number specified for such Person on Schedule 11.02;
and

    


    (ii)          
 if to any other Lender, to the address, telecopier number, electronic mail
address or telephone number specified in its Administrative
Questionnaire.

    


    Notices
and other communications sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received;
notices and other communications sent by 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 and other
communications delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

    


    
      
        
           


        

        
          82

          
            

          

        

        
           


        

      

    

    


    (b)           Electronic
Communications.  Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to
Article II if
such Lender or the L/C Issuer, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic
communication.  The Administrative Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or
communications.

    


    Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.

    


    (c)           The
Platform.  THE PLATFORM IS PROVIDED "AS IS" AND "AS
AVAILABLE."  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE
PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER
CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent
or any of its Related Parties (collectively, the "Agent Parties") have
any liability to the Borrower, any Lender, the L/C Issuer or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in
tort, contract or otherwise) arising out of the Borrower's or the Administrative
Agent's transmission of Borrower Materials through the Internet, except to the
extent that such losses, claims, damages, liabilities or expenses are determined
by a court of competent jurisdiction by a final and non-appealable judgment to
have resulted from the gross negligence or willful misconduct of such Agent
Party or from the breach in bad faith of such Agent Party's obligations
hereunder or under any other Loan Document; provided, however, that in no
event shall any Agent Party have any liability to the Borrower, any Lender, the
L/C Issuer or any other Person for indirect, special, incidental, consequential
or punitive damages (as opposed to direct or actual damages).

    


    (d)           Change of Address,
Etc.  Each of the Borrower, the Administrative Agent, the L/C
Issuer and the Swing Line Lender may change its address, telecopier or telephone
number for notices and other communications hereunder by notice to the other
parties hereto.  Each other Lender may change its address, telecopier
or telephone number for notices and other communications hereunder by notice to
the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line
Lender.  In addition, each Lender agrees to notify the Administrative
Agent from time to time to ensure that the Administrative Agent has on record
(i) an effective address, contact name, telephone number, telecopier number and
electronic mail address to which notices and other communications may be sent
and (ii) accurate wire instructions for such Lender.  Furthermore,
each Public Lender agrees to cause at least one individual at or on behalf of
such Public Lender to at all times have selected the "Private Side Information"
or similar designation on the content declaration screen of the Platform in
order to enable such Public Lender or its delegate, in accordance with such
Public Lender's compliance procedures and applicable Law, including United
States Federal and state securities Laws, to make reference to Borrower
Materials that are not made available through the "Public Side Information"
portion of the Platform and that may contain material non-public information
with respect to the Borrower or its securities for purposes of United States
Federal or state securities laws.

    


    
      
        
           


        

        
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    (e)           Reliance by Administrative
Agent, L/C Issuer and Lenders. The Administrative
Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Loan Notices and Swing Line Loan Notices)
purportedly given by or on behalf of any Loan Party even if (i) such notices
were not made in a manner specified herein, were incomplete or were not preceded
or followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation
thereof.  The Loan Parties shall indemnify the Administrative Agent,
the L/C Issuer, each Lender and the Related Parties of each of them from all
losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of a Loan
Party.  All telephonic notices to and other telephonic communications
with the Administrative Agent may be recorded by the Administrative Agent, and
each of the parties hereto hereby consents to such recording.

    


    
      	
              11.03

            	
              No
      Waiver; Cumulative Remedies;
      Enforcement.

            


    

    


    No
failure by any Lender, the L/C Issuer or the Administrative Agent to exercise,
and no delay by any such Person in exercising, any right, remedy, power or
privilege hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege
hereunder  or under any other Loan Document preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges herein
provided, and provided under each other Loan Document are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by
Law.

    


    Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan
Documents against the Loan Parties or any of them shall be vested exclusively
in, and all actions and proceedings at Law in connection with such enforcement
shall be instituted and maintained exclusively by, the Administrative Agent in
accordance with Section 9.02 for the
benefit of all the Lenders and the L/C Issuer; provided, however, that the
foregoing shall not prohibit (a) the Administrative Agent from exercising on its
own behalf the rights and remedies that inure to its benefit (solely in its
capacity as Administrative Agent) hereunder and under the other Loan Documents,
(b) the L/C Issuer or the Swing Line Lender from exercising the rights and
remedies that inure to its benefit (solely in its capacity as L/C Issuer or
Swing Line Lender, as the case may be) hereunder and under the other Loan
Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08
(subject to the terms of Section 2.13), or (d)
any Lender from filing proofs of claim or appearing and filing pleadings on its
own behalf during the pendency of a proceeding relative to any Loan Party under
any Debtor Relief Law; and provided, further, that if at
any time there is no Person acting as Administrative Agent hereunder and under
the other Loan Documents, then (i) the Required Lenders shall have the rights
otherwise ascribed to the Administrative Agent pursuant to Section 9.02 and (ii)
in addition to the matters set forth in clauses (b), (c) and (d) of the
preceding proviso and subject to Section 2.13, any
Lender may, with the consent of the Required Lenders, enforce any rights and
remedies available to it and as authorized by the Required Lenders.

    


    
      	
              11.04

            	
              Expenses;
      Indemnity; and Damage
Waiver.

            


    

    


    (a)           Costs and
Expenses.  The Loan Parties shall pay (i) all reasonable actual
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable actual out-of-pocket expenses incurred by the
L/C Issuer in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all
reasonable actual out-of-pocket expenses incurred by the Administrative Agent,
any Lender or the L/C Issuer (including the fees, charges and disbursements of
any counsel for the Administrative Agent, any Lender or the L/C Issuer) in
connection with the enforcement or protection of its rights (A) in connection
with this Agreement and the other Loan Documents, including its rights under
this Section, or (B) in connection with the Loans made or Letters of Credit
issued hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.  The Loan Parties shall have no obligation to pay, or to
reimburse any Person for, the fees and time charges of attorneys who are
employees of the Administrative Agent, any Lender or the L/C
Issuer.

    


    
      
        
           


        

        
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    (b)           Indemnification by the Loan
Parties.  The Loan Parties shall indemnify the Administrative
Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each
Related Party of any of the foregoing Persons (each such Person being called an
"Indemnitee")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the reasonable actual fees,
charges and disbursements of any counsel for an Indemnitee, but excluding the
fees and time charges for attorneys who are employees of an Indemnitee) incurred
by any Indemnitee or asserted against any Indemnitee by any third party or by
any Loan Party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby, or, in the case
of the Administrative Agent (and any sub-agent thereof) and its Related Parties
only, the administration of this Agreement and the other Loan Documents
(including in respect of any matters addressed in Section 3.01), (ii)
any Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by the L/C Issuer to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such
demand do not strictly comply with the terms of such Letter of Credit), (iii)
any actual or alleged presence or release of Hazardous Materials on or from any
property owned or operated by a Loan Party or any of its Subsidiaries, or any
Environmental Liability related in any way to a Loan Party or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory, whether brought by a third party or by any Loan Party, and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined by a
court of competent jurisdiction by final and non-appealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by any Loan Party against an Indemnitee for
breach in bad faith of such Indemnitee's obligations hereunder or under any
other Loan Document, if such Loan Party has obtained a final and non-appealable
judgment in its favor on such claim as determined by a court of competent
jurisdiction.

    


    (c)           Reimbursement by
Lenders.  To the extent that the Loan Parties for any reason
fail to indefeasibly pay any amount required under subsection (a) or (b) of this
Section to be paid by them to the Administrative Agent (or any sub-agent
thereof), the L/C Issuer or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity
as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or L/C Issuer in connection with
such capacity.  The obligations of the Lenders under this subsection
(c) are subject to the provisions of Section
2.12(d).

    


    
      
        
           


        

        
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    (d)           Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable
Law, no party hereto shall assert, and each party hereto hereby waives, any
claim against any other party hereto or any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan
or Letter of Credit or the use of the proceeds thereof.  No Indemnitee
referred to in subsection (b) above shall be liable for any damages arising from
the use by unintended recipients of any information or other materials
distributed to such unintended recipients by such Indemnitee through
telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby other than for direct or actual damages resulting
from the gross negligence or willful misconduct of such Indemnitee as determined
by a final and non-appealable judgment of a court of competent
jurisdiction.

    


    (e)           Payments.  All
amounts due under this Section shall be payable not later than fifteen Business
Days after demand therefor.

    


    (f)       
    Survival.  The
agreements in this Section shall survive the resignation of the Administrative
Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender,
the termination of the Commitments and the repayment, satisfaction or discharge
of all the other Obligations.

    


    
      	
              11.05

            	
              Payments
      Set Aside.

            


    

    


    To the
extent that any payment by or on behalf of any Loan Party is made to the
Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent,
the L/C Issuer or any Lender exercises its right of setoff, and such payment or
the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative Agent, the L/C
Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any proceeding under any Debtor Relief Law
or otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to
the Administrative Agent upon demand its applicable share (without duplication)
of any amount so recovered from or repaid by the Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made
at a rate per annum equal to the Federal Funds Rate from time to time in
effect.  The obligations of the Lenders and the L/C Issuer under
clause (b) of the preceding sentence shall survive the payment in full of the
Obligations and the termination of this Agreement.

    


    
      	
              11.06

            	
              Successors
      and Assigns.

            


    

    


    (a)           Successors and Assigns
Generally.  The provisions of this Agreement and the other Loan
Documents shall be binding upon and inure to the benefit of the parties hereto
and thereto and their respective successors and assigns permitted hereby, except
that the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder or thereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an assignee in
accordance with the provisions of subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection (d) of this
Section or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of subsection (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

    


    
      
        
           


        

        
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    (b)           Assignments by
Lenders.  Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
and the other Loan Documents (including all or a portion of its Commitment and
the Loans (including for purposes of this subsection (b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it); provided that any
such assignment shall be subject to the following conditions:

    


    (i)          
 Minimum
Amounts.

    


    (A)           in
the case of an assignment of the entire remaining amount of the assigning
Lender's Commitment and the related Loans at the time owing to it or in the case
of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no
minimum amount need be assigned; and

    


    (B)           in
any case not described in subsection (b)(i)(A) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Loans outstanding
thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such
assignment, determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent or, if "Trade Date"
is specified in the Assignment and Assumption, as of the Trade Date, shall not
be less than $5,000,000 unless each of the Administrative Agent and, so long as
no Event of Default has occurred and is continuing, the Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single assignee (or to an
assignee and members of its Assignee Group) will be treated as a single
assignment for purposes of determining whether such minimum amount has been
met.

    


    (ii)           Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's Loans and
Commitments, and rights and obligations with respect thereto, assigned, except
that this clause (ii) shall not apply to the Swing Line Lender's rights and
obligations in respect of Swing Line Loans;

    


    (iii)           Required
Consents.  No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in
addition:

    


    (A)           the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment or (2) such assignment is to a Lender,
an Affiliate of a Lender or an Approved Fund;

    


    
      
        
           


        

        
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    (B)           the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of any
Revolving Commitment if such assignment is to a Person that is not a Lender with
a Commitment in respect of the Commitment subject to such assignment, an
Affiliate of such Lender or an Approved Fund with respect to such Lender;
and

    


    (C)           the
consent of the L/C Issuer (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding); and

    


    (D)           the
consent of the Swing Line Lender (such consent not to be unreasonably withheld
or delayed) shall be required for any assignment in respect of Revolving Loans
and Revolving Commitments.

    


    (iv)           Assignment and
Assumption.  The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee in the amount of $3,500; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment.  The assignee, if
it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire.

    


    (v)           No Assignment to
Borrower.  No such assignment shall be made to the Borrower or
any of the Borrower's Affiliates or Subsidiaries.

    


    (vi)           No Assignment to Natural
Persons.  No such assignment shall be made to a natural
person.

    


    Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections
3.01, 3.04, 3.05 and 11.04 with respect to
facts and circumstances occurring prior to the effective date of such
assignment).  Upon request, the Borrower (at its reasonable expense)
shall execute and deliver a Note to the assignee Lender.  Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this subsection shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection (d) of this Section.

    


    (c)           Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent's Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the
terms hereof from time to time (the "Register").  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower and any Lender at any reasonable time and from time to time upon
reasonable prior notice.

    


    
      
        
           


        

        
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    (d)           Participations.  Any
Lender may at any time, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrower or any of the Borrower's Affiliates or
Subsidiaries) (each, a "Participant") in all
or a portion of such Lender's rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender's participations in L/C Obligations and/or Swing Line Loans) owing to
it); provided
that (i) such Lender's obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (iii) the Borrower, the Administrative
Agent, the other Lenders and the L/C Issuer shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement.  Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in clauses (i) through (vii) of Section 11.01(a) that
affects such Participant.  Subject to subsection (e) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.01,
3.04 and 3.05 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section.  To the extent permitted by Law, each
Participant also shall be entitled to the benefits of Section 11.08 as though it were a
Lender, provided such
Participant agrees to be subject to Section 2.13 as
though it were a Lender.

    


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

    


    (f)           
Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided
that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

    


    (g)           Resignation as L/C Issuer or
Swing Line Lender after Assignment.  Notwithstanding anything
to the contrary contained herein, if at any time a Lender acting as an L/C
Issuer or the Swing Line Lender assigns all of its Revolving Commitment and
Revolving Loans pursuant to subsection (b) above, such Lender may, (i) upon
thirty days' notice to the Borrower and the Lenders, resign as L/C Issuer and/or
(ii) upon thirty days' notice to the Borrower, resign as Swing Line
Lender.  In the event of any such resignation as L/C Issuer or Swing
Line Lender, the Borrower shall be entitled to appoint from among the Lenders a
successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no
failure by the Borrower to appoint any such successor shall affect the
resignation of such Lender as L/C Issuer or Swing Line Lender, as the case may
be.  If a Lender resigns as L/C Issuer, it shall retain all the
rights, powers, privileges and duties of the L/C Issuer hereunder with respect
to all Letters of Credit outstanding as of the effective date of its resignation
as L/C Issuer and all L/C Obligations with respect thereto (including the right
to require the Lenders to make Base Rate Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section
2.03(c)).  If a Lender resigns as Swing Line Lender, it shall
retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date
of such resignation, including the right to require the Lenders to make Base
Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant
to Section
2.04(c).  Upon the appointment of a successor L/C Issuer and/or
Swing Line Lender, (1) such successor shall succeed to and become vested with
all of the rights, powers, privileges and duties of the retiring L/C Issuer or
Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall
issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of
such retiring L/C Issuer with respect to such Letters of Credit.

    


    
      
        
           


        

        
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              11.07

            	
              Treatment
      of Certain Information;
Confidentiality.

            


    

    


    Each of
the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the
confidentiality of the Information (as defined below) and not to use the
Information for any purpose other than in connection with this Agreement or any
other Loan Documents, except that Information may be disclosed (a) on a
confidential and need-to-know basis to its Affiliates and to its and its
Affiliates' respective partners, directors, officers, employees, agents,
trustees, advisors and representatives who need to know such Information in
connection with the transactions contemplated hereby (it being understood that
the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable Law or by any subpoena or similar legal
process (in which case such Person, to the extent permitted by Law and to the
extent reasonably practical under the circumstances, shall inform the Borrower),
(d) to any other party hereto, (e) in connection with the exercise of any
remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of
its rights or obligations under this Agreement or any Eligible Assignee invited
to become a Lender pursuant to Section 2.01(b) or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to a Loan Party and its obligations, (g) with the prior written consent
of the Borrower or (h) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this Section or (y) becomes
available to the Administrative Agent, any Lender, the L/C Issuer or any of
their respective Affiliates on a nonconfidential basis from a source other than
the Borrower.

    


    For
purposes of this Section, "Information" means
all information received from a Loan Party or any Subsidiary relating to the
Loan Parties or any Subsidiary or any of their respective businesses, other than
any such information that is available to the Administrative Agent, any Lender
or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan
Party or any Subsidiary, provided that, in the
case of information received from a Loan Party or any Subsidiary after the date
hereof, such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

    


    Each of
the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a)
the Information may include material non-public information concerning a Loan
Party or a Subsidiary, as the case may be, (b) it has developed compliance
procedures regarding the use of material non-public information and (c) it will
handle such material non-public information in accordance with applicable Law,
including United States Federal and state securities Laws.

    


    
      
        
           


        

        
          90

          
            

          

        

        
           


        

      

    

    


    
      	
              11.08

            	
              Set-off.

            


    

    


    If an
Event of Default shall have occurred and be continuing, each Lender, the L/C
Issuer and each of their respective Affiliates is hereby authorized at any time
and from time to time to the fullest extent permitted by applicable Law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the L/C
Issuer or any such Affiliate to or for the credit or the account of any Loan
Party against any and all of the obligations of such Loan Party now or hereafter
existing under this Agreement or any other Loan Document to such Lender or the
L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall
have made any demand under this Agreement or any other Loan Document and
although such obligations of such Loan Party may be contingent or unmatured or
are owed to a branch or office of such Lender or the L/C Issuer different from
the branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Lender, the L/C Issuer and their
respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, the L/C Issuer or
their respective Affiliates may have.  Each Lender and the L/C Issuer
agrees to notify the Borrower and the Administrative Agent promptly after any
such setoff and application, provided that the
failure to give such notice shall not affect the validity of such setoff and
application.

    


    
      	
              11.09

            	
              Interest
      Rate Limitation.

            


    

    


    Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable Law (the "Maximum
Rate").  If the Administrative Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower.  In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a
Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in
equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder.

    


    
      	
              11.10

            	
              Counterparts;
      Integration; Effectiveness.

            


    

    


    This
Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This
Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof.  Except as provided in Section 5.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy or other electronic imaging means
shall be effective as delivery of a manually executed counterpart of this
Agreement.

    


    
      	
              11.11

            	
              Survival
      of Representations and
Warranties.

            


    

    


    All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and
thereof.  Such representations and warranties have been or will be
relied upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or on their behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.

    


    
      
        
           


        

        
          91

          
            

          

        

        
           


        

      

    

    


    
      	
              11.12

            	
              Severability.

            


    

    


    If any
provision of this Agreement or the other Loan Documents is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the illegal, invalid or unenforceable provisions.  The invalidity
of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

    


    
      	
              11.13

            	
              Replacement
      of Lenders.

            


    

    


    If (i)
any Lender requests compensation under Section 3.04, (ii)
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) a
Lender (a "Non-Consenting
Lender") does not consent to a proposed change, waiver, discharge or
termination with respect to any Loan Document that has been approved by the
Required Lenders as provided in Section 11.01 but
requires unanimous consent of all Lenders or all Lenders directly affected
thereby (as applicable), (iv) any Lender is a Defaulting Lender or (v) if any
other circumstance exists hereunder that gives the Borrower the right to replace
a Lender as a party hereto, then the Borrower may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 11.06), all
of its interests, rights and obligations under this Agreement and the related
Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment), provided
that:

    


    (a)           the
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section
11.06(b);

    


    (b)           such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.05) from
the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts);

    


    (c)           in
the case of any such assignment resulting from a claim for compensation under
Section 3.04 or
payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments
thereafter;

    


    (d)           such
assignment does not conflict with applicable Laws; and

    


    (e)           in
the case of any such assignment resulting from a Non-Consenting Lender's failure
to consent to a proposed change, waiver, discharge or termination with respect
to any Loan Document, the applicable replacement bank, financial institution or
Fund consents to the proposed change, waiver, discharge or
termination.

    


    
      
        
           


        

        
          92

          
            

          

        

        
           


        

      

    

    


    Any
Lender being replaced pursuant to this Section 11.13 shall, upon the Borrower's
request (i) execute and deliver an Assignment and Assumption with respect to
such Lender's Commitment and outstanding Loans and participations in L/C
Obligations and Swing Line Loans and (ii) hereby covenants to deliver any Notes
evidencing such Loans to the Borrower or the Administrative Agent; provided that the
failure by such Lender being replaced to execute and deliver an Assignment and
Assumption or to deliver any Notes shall not impair the validity of the removal
of such Lender and the mandatory assignment of such Lender's Commitments and
outstanding Loans and participations in L/C Obligations and Swing Line Loans
pursuant to this Section 11.13 shall
nevertheless be effective without the execution by such Lender of an Assignment
and Assumption.

    


    A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to
apply.

    


    
      	
              11.14

            	
              Governing Law;
      Jurisdiction; Etc.

            


    

    


    (a)           GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

    


    (b)           SUBMISSION TO
JURISDICTION.  EACH PARTY HERETO IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL
AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS
OF ANY JURISDICTION.

    


    (c)           WAIVER OF
VENUE.  EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.

    


    
      
        
           


        

        
          93

          
            

          

        

        
           


        

      

    

    


    (d)           SERVICE OF
PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
11.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY
PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.

    


    
      	
              11.15

            	
              Waiver
      of Right to Trial by Jury.

            


    

    


    EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

    


    
      	
              11.16

            	
              No
      Advisory or Fiduciary
Responsibility.

            


    

    


    In
connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any
other Loan Document), each of the Loan Parties acknowledges and agrees, and
acknowledges its Affiliates' understanding, that: (i) (A) the arranging and
other services regarding this Agreement provided by the Administrative Agent and
the Arranger, are arm's-length commercial transactions between the Loan Parties
and their respective Affiliates, on the one hand, and the Administrative Agent
and the Arranger, on the other hand, (B) each of the Loan Parties has consulted
its own legal, accounting, regulatory and tax advisors to the extent it has
deemed appropriate, and (C) each of the Loan Parties is capable of evaluating,
and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative
Agent and the Arranger each is and has been acting solely as a principal and,
except as expressly agreed in writing by the relevant parties, has not been, is
not, and will not be acting as an advisor, agent or fiduciary for the Loan
Parties or any of their respective Affiliates, or any other Person and (B)
neither the Administrative Agent nor the Arranger has any obligation to the Loan
Parties or any of their respective Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein and in
the other Loan Documents; and (iii) the Administrative Agent and the Arranger
and their respective Affiliates may be engaged in a broad range of transactions
that involve interests that differ from those of the Loan Parties and their
respective Affiliates, and neither the Administrative Agent nor the Arranger has
any obligation to disclose any of such interests to the Loan Parties and their
respective Affiliates.  To the fullest extent permitted by Law, each
of the Loan Parties hereby waives and releases any claims that it may have
against the Administrative Agent and the Arranger with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.

    


    
      	
              11.17

            	
              Electronic
      Execution of Assignments and Certain Other
    Documents.

            


    

    


    The words
"execution," "signed," "signature," and words of like import in any Assignment
and Assumption or in any amendment or other modification hereof (including
waivers and consents) shall be deemed to include electronic signatures or the
keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use
of a paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.

    


    
      
        
           


        

        
          94

          
            

          

        

        
           


        

      

    

    


    
      	
              11.18

            	
              USA
      PATRIOT Act Notice.

            


    

    


    Each
Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it
is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Act.  The
Borrower shall, promptly following a request by the Administrative Agent or any
Lender, provide all documentation and other information that the Administrative
Agent or such Lender requests in order to comply with its ongoing obligations
under applicable "know your customer" and anti-money laundering rules and
regulations, including the Act.

    


    


    [SIGNATURE
PAGES FOLLOW]

    


    
      
        
           


        

        
          95

          
            

          

        

        
           


        

      

    

    


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

    


    
      	
              BORROWER:

            	
              LINCOLN
      EDUCATIONAL SERVICES CORPORATION,

            
	 
      	
              a
      New Jersey corporation

            
	 
      	 
      	 
      	 
	 
      	
              By: 
      

            	
              /s/ Cesar Ribeiro

            	 
	 
      	
              Name: 
      

            	
              Cesar
      Ribeiro

            	 
	 
      	
              Title: 
      

            	
              CFO

            	 
	 
      	 
      	 
      	 
	
              GUARANTORS:

            	
              LINCOLN
      TECHNICAL INSTITUTE, INC.,

            
	 
      	a
      New Jersey corporation
	 
      	
              By: 
      

            	
              /s/ Cesar Ribeiro

            	 
	 
      	
              Name: 
      

            	
              Cesar
      Ribeiro

            	 
	 
      	
              Title: 
      

            	
              Treasurer

            	 
	 
      	 
      	 
      	 
	 
      	
              NEW
      ENGLAND ACQUISITION, LLC,

            
	 
      	
              a
      Delaware limited liability company

            
	 
      	 
      	 
      	 
	 
      	
              By: 
      

            	
              /s/ Cesar Ribeiro

            	 
	 
      	
              Name: 
      

            	
              Cesar
      Ribeiro

            	 
	 
      	
              Title: 
      

            	
              Treasurer

            	 
	 
      	 
      	 
      	 
	 
      	
              SOUTHWESTERN
      ACQUISITION, L.L.C.,

            
	 
      	
              a
      Delaware limited liability company

            
	 
      	
              By: 
      

            	
              /s/ Cesar Ribeiro

            	 
	 
      	
              Name: 
      

            	
              Cesar
      Ribeiro

            	 
	 
      	
              Title: 
      

            	
              Treasurer

            	 
	 
      	 
      	 
      	 
	 
      	
              NASHVILLE
      ACQUISITION, L.L.C.,

            
	 
      	
              a
      Delaware limited liability company

            
	 
      	 
      	 
      	 
	 
      	
              By: 
      

            	
              /s/ Cesar Ribeiro

            	 
	 
      	
              Name: 
      

            	
              Cesar
      Ribeiro

            	 
	 
      	
              Title: 
      

            	
              Treasurer

            	 
	 
      	 
      	 
      	 
	 
      	
              EUPHORIA
      ACQUISITION, LLC,

            
	 
      	
              a
      Delaware limited liability company

            
	 
      	 
      	 
      	 
	 
      	
              By: 
      

            	
              /s/ Cesar Ribeiro

            	 
	 
      	
              Name: 
      

            	
              Cesar
      Ribeiro

            	 
	 
      	
              Title: 
      

            	
              Treasurer

            	 
	 
      	 
      	 
      	 
	 
      	
              NEW
      ENGLAND INSTITUTE OF TECHNOLOGY AT PALM BEACH, INC.,

            
	 
      	
              a
      Florida corporation

            
	 
      	 
      	 
      	 
	 
      	
              By: 
      

            	
              /s/ Cesar Ribeiro

            	 
	 
      	
              Name: 
      

            	
              Cesar
      Ribeiro

            	 
	 
      	
              Title: 
      

            	
              Treasurer

            	 


    

    

      
        
           


        

        
          96

          
            

          

        

        
           


        

      

    

    


    
      	 
      	
              LCT
      ACQUISITION, LLC,

            
	 
      	
              a
      Delaware limited liability company

            
	 	 
	 
      	
              By: 
      

            	
              /s/ Cesar Ribeiro

            	 
	 
      	
              Name: 
      

            	
              Cesar
      Ribeiro

            	 
	 
      	
              Title: 
      

            	
              Treasurer

            	 
	 
      	 
      	 
      	 
	 
      	
              NN
      ACQUISITION, LLC,

            
	 
      	
              a
      Delaware limited liability company

            
	 
      	 
      	 
      	 
	 
      	
              By: 
      

            	
              /s/ Cesar Ribeiro

            	 
	 
      	
              Name: 
      

            	
              Cesar
      Ribeiro

            	 
	 
      	
              Title: 
      

            	
              Treasurer

            	 
	 
      	 
      	 
      	 
	
              ADMINISTRATIVE

            	 
      	 
      	 
	
              AGENT:

            	
              BANK
      OF AMERICA, N.A.,

            
	 
      	
              as
      Administrative Agent

            
	 
      	 
      	 
      	 
	 
      	
              By: 
      

            	
              /s/ Charlene Wright-Jones

            	 
	 
      	
              Name: 
      

            	
              Charlene
      Wright-Jones

            	 
	 
      	
              Title: 
      

            	
              Assistant
      Vice President

            	 
	 
      	 
      	 
      	 
	
              LENDERS:

            	
              BANK
      OF AMERICA, N.A.,

            
	 
      	
              as
      a Lender, L/C Issuer and Swing Line Lender

            
	 
      	 
      	 
      	 
	 
      	
              By: 
      

            	
              /s/ Adam M. Goettsche

            	 
	 
      	
              Name: 
      

            	
              Adam
      M. Goettsche

            	 
	 
      	
              Title: 
      

            	
              Senior
      Vice President

            	 
	 
      	 
      	 
      	 
	 
      	
              BARCLAYS
      BANK PLC,

            
	 
      	
              as
      a Lender

            
	 
      	 
      	 
      	 
	 
      	
              By: 
      

            	
              /s/ Diane Rolfe

            	 
	 
      	
              Name: 
      

            	
              Diane
      Rolfe

            	 
	 
      	
              Title: 
      

            	
              Director

            	 
	 
      	 
      	 
      	 
	 
      	
              PNC
      BANK, NATIONAL ASSOCIATION

            
	 
      	
              as
      a Lender

            
	 
      	 
      	 
      	 
	 
      	
              By: 
      

            	
              /s/ John H. Prol, Jr.

            	 
	 
      	
              Name: 
      

            	
              John
      H. Prol, Jr.

            	 
	 
      	
              Title: 
      

            	
              Senior
      Vice President

            	 
	 
      	 
      	 
      	 
	 
      	
              NEW
      YORK COMMERCIAL BANK,

            
	 
      	
              as
      a Lender

            
	 
      	 
      	 
      	 
	 
      	
              By: 
      

            	
              /s/ John Garside

            	 
	 
      	
              Name: 
      

            	
              John
      Garside

            	 
	 
      	
              Title: 
      

            	
              Vice
      President

            	 


    

    


    
      
        
           


        

        
          97

          
            

          

        

        
           


        

      

    

    


    
      	 
      	
              BANK
      OF MONTREAL,

            	 
	 
      	
              as
      a Lender

            	 
	 
      	 
      	 
      	 
	 
      	
              By: 
      

            	
              /s/ Pauline Christopher

            	 
	 
      	
              Name: 
      

            	
              Pauline
      Christopher

            	 
	 
      	
              Title: 
      

            	
              Vice
      President

            	 
	 
      	 
      	 
      	 
	 
      	
              TRISTATE
      CAPITAL BANK,

            
	 
      	
              as
      a Lender

            
	 
      	 
      	 
      	 
	 
      	 
      	
              /s/ Timothy A. Merriman

            	 
	 
      	
              Name: 
      

            	
              Timothy
      A. Merriman

            	 
	 
      	
              Title: 
      

            	
              Senior
      Vice President

            	 
	 
      	 
      	 
      	 
	 
      	
              CREDIT
      SUISSE AG, CAYMAN ISLANDS BRANCH

            
	 
      	
              as
      a Lender

            
	 
      	 
      	 
      	 
	 
      	
              By: 
      

            	
              /s/ Rianka Mohan

            	 
	 
      	
              Name: 
      

            	
              Rianka
      Mohan

            	 
	 
      	
              Title: 
      

            	
              Vice
      President

            	 
	 
      	 
      	 
      	 
	 
      	
              By: 
      

            	
              /s/ Vipul Dhadda

            	 
	 
      	
              Name: 
      

            	
              Vipul
      Dhadda

            	 
	 
      	
              Title: 
      

            	
              Associate

            	 
	 
      	 
      	 
      	 
	 
      	
              HARRIS
      N.A.,

            
	 
      	
              solely
      as an L/C Issuer

            
	 
      	 
      	 
      	 
	 
      	
              By: 
      

            	
              /s/ Pauline Christopher

            	 
	 
      	
              Name: 
      

            	
              Pauline
      Christopher

            	 
	 
      	
              Title: 
      

            	
              Vice
      President

            	 


    

     

     

    98