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                                CREDIT AGREEMENT

                         DATED AS OF DECEMBER 28, 2005

                                     AMONG

                             COVANSYS CORPORATION,

                                  THE LENDERS,

                           JPMORGAN CHASE BANK, N.A.
                                    AS AGENT

                                      AND

                          J.P. MORGAN SECURITIES INC.
                     AS LEAD ARRANGER AND SOLE BOOK RUNNER

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                                CREDIT AGREEMENT

      This Agreement, dated as of December 28, 2005, is among Covansys
Corporation, the Lenders and JPMorgan Chase Bank, N.A., a national banking
association, as LC Issuer and as Agent. The parties hereto agree as follows:

                                    ARTICLE I

                                  DEFINITIONS

      As used in this Agreement:

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

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

      "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person; provided,
that, neither FNF nor any of its affiliates shall be considered an "Affiliate"
hereunder. A Person shall be deemed to control another Person if the controlling
Person owns 10% or more of any class of voting securities (or other ownership
interests) of the controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of stock, by contract or otherwise.

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

      "Agreed Currencies" means (i) Dollars, (ii) so long as such currencies
remain an Eligible Currency, the Euro, Canadian Dollars, Pound Sterling and
Swiss Francs and (iii) any other Eligible Currency which the Borrower requests
the Agent to include as an Agreed Currency hereunder and which is acceptable to
all of the Lenders.

      "Aggregate Commitment" means the aggregate of the Commitments of all the
Lenders, as reduced or increased from time to time pursuant to the terms hereof.

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

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      "Agreement" means this credit agreement, as it may be amended or modified
and in effect from time to time.

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

      "Applicable Fee Rate" means, at any time, (i) with respect to the
Commitment Fee, the percentage rate per annum at which Commitment Fees are
accruing on the unused portion of the Aggregate Commitment at such time as set
forth in the Pricing Schedule and (ii) with respect to Facility LCs, the
percentage rate per annum at which LC Fees are accruing on the aggregate amount
of Facility LCs outstanding at such time as set forth in the Pricing Schedule.

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

      "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.

      "Approximate Equivalent Amount" of any currency with respect to any amount
of Dollars shall mean the Equivalent Amount of such currency with respect to
such amount of Dollars on or as of such date, rounded up to the nearest amount
of such currency as determined by the Agent from time to time.

      "Arranger" means J.P. Morgan Securities Inc., and its successors, in its
capacity as Lead Arranger and Sole Book Runner.

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

      "Associated Costs Rate" is defined in Exhibit F.

      "Authorized Officer" means either the President, the Chief Financial
Officer or Chief Legal Officer of the Borrower, acting singly.

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

      "Borrower" means Covansys Corporation, a Michigan corporation, and its
successors and assigns.

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

      "Borrowing Notice" is defined in Section 2.8.

      "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurocurrency Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago, Detroit and New York City for the
conduct of substantially all of their commercial lending activities, interbank
wire transfers can be made on the Fedwire system and dealings in Dollars and the

                                       2

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other Agreed Currencies are carried on in the London interbank market (and, if
the Advances which are the subject of such borrowing, payment or rate selection
are denominated in Euro, a day upon which such clearing system as is determined
by the Agent to be suitable for clearing or settlement of the Euro is open for
business) and (ii) for all other purposes, a day (other than a Saturday or
Sunday) on which banks generally are open in Chicago, Detroit and New York City
for the conduct of substantially all of their commercial lending activities and
interbank wire transfers can be made on the Fedwire system.

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

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

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

      "Cash Equivalent Investments" means (a) marketable direct obligations
issued by, or unconditionally guaranteed by, the United States Government or
issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within one year from the date of
acquisition; (b) certificates of deposit, time deposits, eurodollar time
deposits or overnight bank deposits having maturities of six months or less from
the date of acquisition issued by any Lender or by any commercial bank organized
under the laws of the United States or any state thereof having combined capital
and surplus of not less than $500,000,000; (c) commercial paper of an issuer
rated at least A-1 by S&P or P-1 by Moody's, or carrying an equivalent rating by
a nationally recognized rating agency, if both of the two named rating agencies
cease publishing ratings of commercial paper issuers generally, and maturing
within six months from the date of acquisition; (d) repurchase obligations of
any Lender or of any commercial bank satisfying the requirements of clause (b)
of this definition, having a term of not more than 30 days, with respect to
securities issued or fully guaranteed or insured by the United States
government; (e) securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody's; (f) securities with maturities of six months or less
from the date of acquisition backed by stand by letters of credit issued by any
Lender or any commercial bank satisfying the requirements of clause (b) of this
definition; (g) money market mutual or similar funds that invest exclusively in
assets satisfying the requirements of clauses (a) through (f) of this
definition; or (h) money market funds that (i) comply with the criteria set
forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended,
(ii) are rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of
at least $5,000,000,000.

      "Change in Control" means the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange
Act of 1934) of 20% or more of the outstanding shares of voting stock of the
Borrower.

      "Closing Date" means the date of this Agreement.

      "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.
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      "Collateral Shortfall Amount" is defined in Section 8.1.

      "Commitment" means, for each Lender, the obligation of such Lender to make
Revolving Loans to, and participate in Facility LCs issued upon the application
of, the Borrower in an aggregate amount not exceeding the amount set forth
opposite its signature below, as it may be modified as a result of any
assignment that has become effective pursuant to Section 12.3.2 or as otherwise
modified from time to time pursuant to the terms hereof.

      "Computation Date" is defined in Section 2.2.

      "Consolidated EBIT" means Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated
Interest Expense, (ii) expense for income taxes paid or accrued, and (iii)
one-time nonrecurring losses incurred other than in the ordinary course of
business, minus, to the extent included in Consolidated Net Income, one-time
nonrecurring gains realized other than in the ordinary course of business, all
calculated for the Borrower and its Subsidiaries on a consolidated basis.

      "Consolidated EBITDA" means Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated
Interest Expense, (ii) expense for income taxes paid or accrued, (iii)
depreciation, (iv) amortization, and (v) one-time nonrecurring losses incurred
other than in the ordinary course of business, minus, to the extent included in
Consolidated Net Income, one-time nonrecurring gains realized other than in the
ordinary course of business, all calculated for the Borrower and its
Subsidiaries on a consolidated basis.

      "Consolidated Indebtedness" means at any time the Indebtedness of the
Borrower and its Subsidiaries calculated on a consolidated basis as of such
time.

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

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

      "Consolidated Net Worth" means at any time the consolidated stockholders'
equity of the Borrower and its Subsidiaries calculated on a consolidated basis
as of such time.

      "Consolidated Total Net Indebtedness" means at any time an amount equal to
(i) the Consolidated Indebtedness at such time, minus (ii) the aggregate amount
of cash and Cash Equivalents held by the Borrower and its Subsidiaries
calculated on a consolidated basis as of such time.

      "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership.

                                       4

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

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

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

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

      "Default" means an event described in Article VII.

      "Dollar Amount" of any currency at any date shall mean (i) the amount of
such currency if such currency is Dollars or (ii) the equivalent in Dollars of
such amount if such currency is any currency other than Dollars, calculated on
the basis of the arithmetical mean of the buy and sell spot rates of exchange of
the Agent for such currency on the London market at 11:00 a.m., London time, on
or as of the most recent Computation Date provided for in Section 2.2.

      "Dollars" and "$" shall mean the lawful currency of the United States of
America.

      "Domestic Subsidiary" means any present and future Subsidiary which is
organized under the laws of the United States or any state or political
subdivision of the U.S. or any such state.

      "Eligible Currency" means any currency other than Dollars (i) that is
readily available, (ii) that is freely traded, (iii) in which deposits are
customarily offered to banks in the London interbank market, (iv) which is
convertible into Dollars in the international interbank market and (v) as to
which an Equivalent Amount may be readily calculated. If, after the designation
by the Lenders of any currency as an Agreed Currency, (x) currency control or
other exchange regulations are imposed in the country in which such currency is
issued with the result that different types of such currency are introduced, (y)
such currency is, in the determination of the Agent, no longer readily available
or freely traded or (z) in the determination of the Agent, an Equivalent Amount
of such currency is not readily calculable, the Agent shall promptly notify the
Lenders and the Borrower, and such currency shall no longer be an Agreed
Currency until such time as all of the Lenders agree to reinstate such currency
as an Agreed Currency and promptly, but in any event within five Business Days
of receipt of such notice from the Administrative Agent, the Borrower shall
repay all Loans in such affected currency or convert such Loans into Loans in
Dollars or another Agreed Currency, subject to the other terms set forth in
Article II.

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

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

                                       5
<PAGE>

      "Equivalent Amount" of any currency with respect to any amount of Dollars
at any date shall mean the equivalent in such currency of such amount of
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Agent for such other currency at 11:00 a.m.,
London time, on the date on or as of which such amount is to be determined.

      "Euro" and/or "EUR" means the euro referred to in Council Regulation (EC)
No. 1103/97 dated June 17, 1997 passed by the Council of the European Union, or,
if different, the then lawful currency of the member states of the European
Union that participate in the third stage of Economic and Monetary Union.

      "Eurocurrency" means any Agreed Currency.

      "Eurocurrency Payment Office" of the Agent shall mean, for each of the
Agreed Currencies, the office, branch, affiliate or correspondent bank of the
Agent specified as the "Eurocurrency Payment Office" for such currency in
Schedule 1 hereto or such other office, branch, affiliate or correspondent bank
of the Agent as it may from time to time specify to the Borrower and each Lender
as its Eurocurrency Payment Office.

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

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

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

      "Eurocurrency Rate" means, with respect to a Eurocurrency Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurocurrency
Reference Rate applicable to such Interest Period, divided by (b) one minus the
Reserve Requirement (expressed as a decimal) applicable to such Interest Period,
if any, plus (ii) the Applicable Margin, plus (iii) for Loans booked in the
United Kingdom, the Associated Costs Rate.

      "Excluded Taxes" means, in the case of each Lender or applicable Lending
Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it, by (i) the jurisdiction under the laws of which
such Lender or the Agent is incorporated or organized or (ii) the jurisdiction
in which the Agent's or such Lender's principal executive office or such
Lender's applicable Lending Installation is located.

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

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      "Existing Letters of Credit" shall mean the letters of credit outstanding
on the Effective Date and listed on Schedule 3 attached hereto.

      "Extension Request" is defined in Section 2.24.

      "Facility LC" is defined in Section 2.21.1. All Existing Letters of Credit
shall be deemed to be Facility LCs issued pursuant to this Agreement.

      Facility LC Application" is defined in Section 2.21.3.

      Facility LC Collateral Account" is defined in Section 2.21.11.

      "Facility Termination Date" means December 28, 2010 or any earlier date on
which the Aggregate Commitment is reduced to zero or otherwise terminated
pursuant to the terms hereof.

      "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent in its sole
discretion.

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

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

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

      "FNF" shall mean Fidelity National Financial, Inc., and its successors and
assigns.

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

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

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

      "Indebtedness" of a Person means such Person's (i) obligations for
borrowed money, (ii) obligations representing the deferred purchase price of
Property or services (other than accounts payable

                                       7
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arising in the ordinary course of such Person's business payable on terms
customary in the trade), (iii) obligations, whether or not assumed, secured by
Liens or payable out of the proceeds or production from Property now or
hereafter owned or acquired by such Person, (iv) obligations which are evidenced
by notes, acceptances, or other instruments, (v) obligations of such Person to
purchase securities or other Property arising out of or in connection with the
sale of the same or substantially similar securities or Property, (vi)
Capitalized Lease Obligations, (vii) Rate Management Obligations, and (viii) any
other obligation for borrowed money or other financial accommodation which in
accordance with GAAP would be shown as a liability on the consolidated balance
sheet of such Person.

      "Interest Period" means, with respect to a Eurocurrency Advance, a period
of one, two, three or six months commencing on a Business Day selected by the
Borrower pursuant to this Agreement. Such Interest Period shall end on the day
which corresponds numerically to such date one, two, three or six months
thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

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

      "JPMCB" means JPMorgan Chase Bank, N.A., a national banking association,
in its individual capacity, and its successors.

      "LC Fee" is defined in Section 2.21.4.

      "LC Issuer" means JPMCB (or any subsidiary or affiliate of JPMCB
designated by JPMCB) in its capacity as issuer of Facility LCs hereunder.

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

      "LC Payment Date" is defined in Section 2.21.5.

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

      "Lending Installation" means, with respect to a Lender or the Agent, the
office, branch, subsidiary or affiliate of such Lender or the Agent with respect
to each Agreed Currency listed on Schedule 2, the administrative information
sheets provided to the Agent in connection herewith or otherwise selected by
such Lender or the Agent pursuant to Section 2.19.

                                       8
<PAGE>

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

      "Leverage Ratio" means, as of any date of calculation, the ratio of (i)
Consolidated Total Net Indebtedness outstanding on such date to (ii)
Consolidated EBITDA for the Borrower's then most-recently ended four fiscal
quarters.

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

      "Loan" means a Revolving Loan or a Swing Line Loan.

      "Loan Documents" means this Agreement, the Facility LC Applications and
any Notes issued pursuant to Section 2.15, and any and all other agreements,
documents, instruments and certificates now or hereafter delivered or executed
by or on behalf of the Borrower or any Subsidiary and delivered to the Agent,
the LC Issuer or any Lender in connection with this Agreement and the
transactions contemplated hereby.

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

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

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

      "Modify" and "Modification" are defined in Section 2.21.1.

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

      "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

      "National Currency Unit" means the unit of currency (other than a Euro
unit) of each member state of the European Union that participates in the third
stage of Economic and Monetary Union.

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

      "Note" is defined in Section 2.15.

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<PAGE>

      "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans, all Reimbursement Obligations, all accrued and unpaid
fees and all expenses, reimbursements, indemnities and other obligations of the
Loan Parties to the Lenders or to any Lender, the Agent or any indemnified party
arising under the Loan Documents.

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

      "Operating Lease Obligations" means, as at any date of determination, the
amount obtained by aggregating the present values, determined in the case of
each particular Operating Lease by applying a discount rate (which discount rate
shall equal the discount rate which would be applied under GAAP if such
Operating Lease were a Capitalized Lease) from the date on which each fixed
lease payment is due under such Operating Lease to such date of determination,
of all fixed lease payments due under all Operating Leases of the Borrower and
its Subsidiaries.

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

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

      "Participants" is defined in Section 12.2.1.

      "Payment Date" means the last Business Day of each March, June, September
and December.

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

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

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

      "Pricing Schedule" means the Schedule attached hereto identified as such.

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

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

      "Pro Rata Share" means, with respect to a Lender, a portion equal to a
fraction the numerator of which is such Lender's Commitment and the denominator
of which is the Aggregate Commitment.

      "Purchasers" is defined in Section 12.3.1.

                                       10
<PAGE>

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

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

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

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

      "Reimbursement Obligations" means, at any time, the aggregate of all
obligations of the Borrower then outstanding under Section 2.21 to reimburse the
LC Issuer for amounts paid by the LC Issuer in respect of any one or more
drawings under Facility LCs.

      "Rentals" of a Person means the aggregate fixed amounts payable by such
Person under any Operating Lease.

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

      "Required Lenders" means Lenders in the aggregate having at least 67% of
the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least 67% of the Aggregate Outstanding
Credit Exposure; provided, that "Required Lenders" shall be reduced
automatically to 51% in the event there are three or more Lenders at any time
after the Closing Date and no one Lender holds more than 51% or more of the
Aggregate Commitments.

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

                                       11
<PAGE>

      "Response Date" is defined in Section 2.20.

      "Revolving Loan" means, with respect to a Lender, such Lender's loan made
pursuant to its commitment to lend set forth in Section 2.1 (or any conversion
or continuation thereof).

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

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

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

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

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

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

      "Substantial Portion" means, with respect to the Property of the Borrower
and its Subsidiaries, Property which represents more than 10% of the
consolidated assets of the Borrower and its Subsidiaries or property which is
responsible for more than 10% of the consolidated net sales or of the
consolidated net income of the Borrower and its Subsidiaries, in each case, as
would be shown in the consolidated financial statements of the Borrower and its
Subsidiaries as at the beginning of the twelve-month period ending with the
month in which such determination is made (or if financial statements have not
been delivered hereunder for that month which begins the twelve-month period,
then the financial statements delivered hereunder for the quarter ending
immediately prior to that month).

      "Swing Line Borrowing Notice" is defined in Section 2.25.2.

      "Swing Line Commitment" means the obligation of the Swing Line Lender to
make Swing Line Loans up to a maximum principal amount of $10,000,000 at any one
time outstanding.

      "Swing Line Lender" means JPMCB or such other Lender which may succeed to
its rights and obligations as Swing Line Lender pursuant to the terms of this
Agreement.

      "Swing Line Loan" means a Loan made available to the Borrower by the Swing
Line Lender pursuant to Section 2.25.

      "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or

                                       12
<PAGE>

withholdings, and any and all liabilities with respect to the foregoing, but
excluding Excluded Taxes and Other Taxes.

      "Transferee" is defined in Section 12.4.

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

      "UCC" means the Uniform Commercial Code as in effect from time to time in
the State of Michigan or any other state the laws of which are required to be
applied in connection with the issue of perfection of security interests.

      "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

      "Unmatured Default" means an event which but for the lapse of time or the
giving of notice, or both, would constitute a Default.

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

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

                                   ARTICLE II

                                   THE CREDITS

      2.1. Commitment. From and including the date of this Agreement and prior
to the Facility Termination Date, each Lender severally agrees, on the terms and
conditions set forth in this Agreement, to (i) make Loans to the Borrower and
(ii) participate in Facility LCs issued upon the request of the Borrower, in
each case in Agreed Currencies from time to time provided that, (i) after giving
effect to the making of each such Loan and the issuance of each such Facility
LC, the Dollar Amount of such Lender's Outstanding Credit Exposure shall not
exceed its Commitment, (ii) all Floating Rate Loans shall be in Dollars, (iii)
the aggregate principal amount of Loans in Agreed Currencies other than Dollars
shall not exceed $50,000,000, and (iv) the Aggregate Outstanding Credit Exposure
shall not exceed the Aggregate Commitment. Subject to the terms of this
Agreement, the Borrower may borrow, repay and reborrow at any time prior to the
Facility Termination Date. The Commitments to extend credit hereunder shall
expire on the Facility Termination Date. The LC Issuer will issue Facility LCs
hereunder on the terms and conditions set forth in Section 2.21.

                                       13
<PAGE>

      2.2.  Determination of Dollar Amounts; Required Payments; Termination. (i)
The Agent will determine the Dollar Amount of:

      (a)   each Credit Extension as of the date three Business Days prior to
            the Credit Extension Date or, if applicable, date of
            conversion/continuation of such Credit Extension, and

      (b)   all outstanding Credit Extensions on and as of the last Business Day
            of each quarter and on any other Business Day elected by the Agent
            in its discretion or upon instruction by the Required Lenders.

Each  day upon or as of which the Agent determines Dollar Amounts as described
in the preceding clauses (a) and (b) is herein described as a "Computation Date"
with respect to each Credit Extension for which a Dollar Amount is determined on
or as of such day. If at any time the Dollar Amount of the sum of the aggregate
principal amount of all outstanding Credit Extensions (calculated, with respect
to those Credit Extensions denominated in Agreed Currencies other than Dollars,
as of the most recent Computation Date with respect to each such Credit
Extension) exceeds the Aggregate Commitment, the Borrower shall immediately
repay the Aggregate Outstanding Credit Exposure in an aggregate principal amount
sufficient to eliminate any such excess. If at any time the Dollar Amount of the
sum of the aggregate principal amount of all outstanding Advances (calculated,
with respect to those Advances denominated in Agreed Currencies other than
Dollars, as of the most recent Computation Date with respect to each such
Advance) exceeds the Aggregate Commitment, the Borrower shall immediately repay
Advances in an aggregate principal amount sufficient to eliminate any such
excess.

      (ii)  The Aggregate Outstanding Credit Exposure and all other unpaid
Obligations shall be paid in full by the Borrower on the Facility Termination
Date.

      2.3.  Ratable Loans. Each Advance hereunder (other than Swing Line Loans)
shall consist of Revolving Loans made from the several Lenders ratably according
to their Pro Rata Shares.

      2.4.  Types of Advances. The Advances may be Floating Rate Advances or
Eurocurrency Advances, or a combination thereof, selected by the Borrower in
accordance with Sections 2.8 and 2.9 or, Swing Line Loans selected by the
Borrower in accordance with Section 2.25.

      2.5.  Facility Fee; Reductions and Increases in Aggregate Commitment. (i)
The Borrower agrees to pay to the Agent for the account of each Lender according
to its Pro Rata Share a facility fee at a per annum rate equal to the Applicable
Fee Rate (per the Pricing Schedule) on the average daily Aggregate Commitment
from the date hereof to and including the Facility Termination Date, payable on
each Payment Date hereafter and on the Facility Termination Date. The Borrower
may permanently reduce the Aggregate Commitment in whole, or in part ratably
among the Lenders in integral multiples of $5,000,000 (or the Approximate
Equivalent Amount if denominated in an Agreed Currency other than Dollars), upon
at least five Business Days' written notice to the Agent, which notice shall
specify the amount of any such reduction, provided, however, that the amount of
the Aggregate Commitment may not be reduced below the Dollar Amount of the
Aggregate Outstanding Credit Exposure. All accrued facility fees shall be
payable on the effective date of any termination of the obligations of the
Lenders to make Credit Extensions hereunder.

            (ii)  With the prior consent of the Agent (but without the consent
of any other Lender), the Borrower may request to increase the Aggregate
Commitment by up to $25,000,000 (not to exceed an Aggregate Commitment of
$100,000,000). Any such request to increase the Aggregate Commitment shall be
deemed to be a certification by the Borrower that at the time of such request,
there

                                       14
<PAGE>

exists no Default or Unmatured Default and the representations and warranties
contained in Article V are true and correct as of such date or, if applicable
only to a prior date, as of such prior date. Any request from the Borrower to
increase the Aggregate Commitment shall be implemented by one or more existing
Lenders (an "Increasing Lender") agreeing to increase their Commitments
(provided that no Lender shall have any obligation to increase its Commitment)
or by one or more new lenders (a "New Lender") agreeing to become a Lender
hereunder or by any combination of the foregoing, as determined by the Agent in
consultation with the Borrower. Prior to any such increase in the Aggregate
Commitment becoming effective, the Agent shall have received:

            (a) copies, certified by the secretary of the Borrower of its board
of directors' resolutions and of resolutions or actions of any other body
authorizing the increase in the Aggregate Commitment and the confirmation and
ratification of all other Loan Documents;

            (b) a certificate, signed by the chief financial officer of the
Borrower, showing that after giving effect to the increase in the Aggregate
Commitment, no Default or Unmatured Default shall occur and the Borrower shall
be in compliance with all covenants in this Agreement;

            (c) copies of all governmental and nongovernmental consents,
approvals, authorizations, declarations, registrations or filings required on
the part of the Borrower in connection with the increase in the Aggregate
Commitment, certified as true and correct in full force and effect as of the
date of the increase by a duly authorized officer of the Borrower, or if none
are required, a certificate of such officer to that effect;

            (d) evidence satisfactory to the Agent that no Material Adverse
Effect shall have occurred since the most recent financial statements provided
to the Lenders hereunder;

            (e) any Increasing Lender, any New Lender and the Borrower shall
execute and deliver all agreements the Agent or its counsel may have reasonably
requested; and

            (f) such other documents and conditions as the Agent or its counsel
may have reasonably requested.

Increases and new Commitments created pursuant to this clause (ii) shall become
effective on the date agreed among the Borrower, the Agent and the relevant
Increasing and New Lenders, which date shall be on or after the date all the
above conditions are satisfied, and any such New Lender shall become a Lender
hereunder and any Increasing Lender's Commitment shall be increased on such
effective date as specified in the agreements required pursuant to clause (g)
above. On the effective date of any increase in the Aggregate Commitment, (A)
each relevant Increasing Lender and New Lender shall make available to the Agent
such amounts in immediately available funds, for the benefit of the other
relevant Lenders, as being required in order to cause, after giving effect to
such increase and the use of such amounts to make payments to such other
relevant Lenders, each Lender's portion of the outstanding Loans to equal its
Pro Rata Share of the Aggregate Commitments and (B) the Borrower shall be deemed
to have repaid and reborrowed all outstanding Loans as of the date of any
increase in the Aggregate Commitment (with such reborrowing to consist of the
Loans, with related Interest Periods if applicable, specified in a notice
delivered by the Borrower in accordance with the requirements of Section 2.8,
and subject to Section 3.4).

      2.6. Minimum Amount of Each Advance. Each Eurocurrency Advance shall be in
the minimum amount of $2,000,000 (and in multiples of $1,000,000 if in excess
thereof) (or the Approximate Equivalent Amounts if denominated in an Agreed
Currency other than Dollars), and each

                                       15
<PAGE>

Floating Rate Advance (other than an Advance to repay Swing Line Loans) shall be
in the minimum amount of $500,000 (and in multiples of $100,000 if in excess
thereof), provided, however, that any Floating Rate Advance may be in the amount
of the Available Aggregate Commitment.

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

      2.8. Method of Selecting Types and Interest Periods for New Advances. The
Borrower shall select the Type of Advance and, in the case of each Eurocurrency
Advance, the Interest Period and the Agreed Currency applicable thereto from
time to time. The Borrower shall give the Agent irrevocable notice (a "Borrowing
Notice") not later than 12:00 p.m. (Detroit time) at least one Business Day
before the Borrowing Date of each Floating Rate Advance (other than a Swing Line
Loan), three Business Days before the Borrowing Date for each Eurocurrency
Advance denominated in Dollars and four Business Days before the Borrowing Date
for each Eurocurrency Advance denominated in an Agreed Currency other than
Dollars, specifying:

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

      (ii)  the aggregate amount of such Advance,

      (iii) the Type of Advance selected, and

      (iv)  in the case of each Eurocurrency Advance, the Interest Period and
            Agreed Currency applicable thereto.

Not later than noon (Detroit time) on each Borrowing Date, each Lender shall
make available its Revolving Loan or Revolving Loans in funds immediately
available in Detroit to the Agent at its address specified pursuant to Article
XIII. The Agent will make the funds so received from the Lenders available to
the Borrower at the Agent's aforesaid address.

      2.9. Conversion and Continuation of Outstanding Advances. Floating Rate
Advances (other than Swing Line Loans) shall continue as Floating Rate Advances
unless and until such Floating Rate Advances are converted into Eurocurrency
Advances pursuant to this Section 2.9 or are repaid in accordance with Section
2.7. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until
the end of the then applicable Interest Period therefor, at which time:

      (i)   each such Eurocurrency Advance denominated in Dollars shall be
            automatically converted into a Floating Rate Advance unless (x) such
            Eurocurrency Advance is or was repaid in accordance with Section 2.7
            or (y) the Borrower shall have given the Agent a

                                       16
<PAGE>

            Conversion/Continuation Notice (as defined below) requesting that,
            at the end of such Interest Period, such Eurocurrency Advance either
            continue as a Eurocurrency Advance for the same or another Interest
            Period or be converted into a Floating Rate Advance; and

      (ii)  each such Eurocurrency Advance denominated in an Agreed Currency
            other than Dollars shall automatically continue as a Eurocurrency
            Advance in the same Agreed Currency with an Interest Period of one
            month unless (x) such Eurocurrency Advance is or was repaid in
            accordance with Section 2.7 or (y) the Borrower shall have given the
            Agent a Conversion/Continuation Notice (as defined below) requesting
            that, at the end of such Interest Period, such Eurocurrency Advance
            continue as a Eurocurrency Advance for the same or another Interest
            Period.

Subject to the terms of Section 2.6, the Borrower may elect from time to time to
convert all or any part of an Advance of any Type into any other Type or Types
of Advances denominated in the same or any other Agreed Currency; provided that
any conversion of any Eurocurrency Advance shall be made on, and only on, the
last day of the Interest Period applicable thereto. The Borrower shall give the
Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion
of an Advance or continuation of a Eurocurrency Advance not later than 12:00
p.m. (Detroit time) at least one Business Day, in the case of a conversion into
a Floating Rate Advance, three Business Days, in the case of a conversion into
or continuation of a Eurocurrency Advance denominated in Dollars, or four
Business Days, in the case of a conversion into or continuation of a
Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior
to the date of the requested conversion or continuation, specifying:

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

      (ii)  the Agreed Currency, amount and Type(s) of Advance(s) into which
            such Advance is to be converted or continued and, in the case of a
            conversion into or continuation of a Eurocurrency Advance, the
            duration of the Interest Period applicable thereto.

      2.10. Method of Borrowing. On each Borrowing Date, each Lender shall make
available its Revolving Loan or Revolving Loans, if any, (i) if such Revolving
Loan is denominated in Dollars, not later than noon, Detroit time, in Federal or
other funds immediately available to the Agent, in Detroit, Michigan at its
address specified in or pursuant to Article XIII and, (ii) if such Revolving
Loan is denominated in an Agreed Currency other than Dollars, not later than
noon, local time, in the city of the Agent's Eurocurrency Payment Office for
such currency, in such funds as may then be customary for the settlement of
international transactions in such currency in the city of and at the address of
the Agent's Eurocurrency Payment Office for such currency. Unless the Agent
determines that any applicable condition specified in Article IV has not been
satisfied, the Agent will make the funds so received from the Lenders available
to the Borrower at the Agent's aforesaid address. Notwithstanding the foregoing
provisions of this Section 2.10, to the extent that a Loan made by a Lender
matures on the Borrowing Date of a requested Loan, such Lender shall apply the
proceeds of the Loan it is then making to the repayment of principal of the
maturing Loan.

      2.11. Changes in Interest Rate, etc. Each Floating Rate Advance (other
than a Swing Line Loan) shall bear interest on the outstanding principal amount
thereof, for each day from and including the date such Advance is made or is
automatically converted from a Eurocurrency Advance into a Floating Rate Advance
pursuant to Section 2.9, to but excluding the date it is paid or is converted
into a Eurocurrency Advance pursuant to Section 2.9 hereof, at a rate per annum
equal to the Floating Rate for such day. Each Swing Line Loan shall bear
interest on the outstanding principal amount thereof, for each

                                       17
<PAGE>

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

      2.12. Rates Applicable After Default. Notwithstanding anything to the
contrary contained in Section 2.8, 2.9 or 2.10, during the continuance of a
Default or Unmatured Default the Required Lenders may, at their option, by
notice to the Borrower (which notice may be revoked at the option of the
Required Lenders notwithstanding any provision of Section 8.2 requiring
unanimous consent of the Lenders to changes in interest rates), declare that no
Advance may be made as, converted into or continued as a Eurocurrency Advance.
During the continuance of a Default the Required Lenders may, at their option,
by notice to the Borrower (which notice may be revoked at the option of the
Required Lenders notwithstanding any provision of Section 8.2 requiring
unanimous consent of the Lenders to changes in interest rates), declare that (i)
each Eurocurrency Advance shall bear interest for the remainder of the
applicable Interest Period at the rate otherwise applicable to such Interest
Period plus 2% per annum, (ii) each Floating Rate Advance shall bear interest at
a rate per annum equal to the Floating Rate in effect from time to time plus 2%
per annum and (iii) the LC Fee shall be increased by 2% per annum, provided
that, during the continuance of a Default under Section 7.6 or 7.7, the interest
rates set forth in clauses (i) and (ii) above and the increase in the LC Fee set
forth in clause (iii) above shall be applicable to all Credit Extensions without
any election or action on the part of the Agent or any Lender.

      2.13. Method of Payment. (i) All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Agent at the Agent's address specified pursuant to
Article XIII, or at any other Lending Installation of the Agent specified in
writing by the Agent to the Borrower, by noon (local time) on the date when due
and shall (except in the case of Reimbursement Obligations for which the LC
Issuer has not been fully indemnified by the Lenders, with respect to repayments
of Swing Line Loans or as otherwise specifically required hereunder) be applied
ratably by the Agent among the Lenders. Each payment delivered to the Agent for
the account of any Lender shall be delivered promptly by the Agent to such
Lender in the same type of funds that the Agent received at its address
specified pursuant to Article XIII or at any Lending Installation specified in a
notice received by the Agent from such Lender. The Agent is hereby authorized to
charge the account of the Borrower maintained with JPMCB for each payment of
principal, interest, Reimbursement Obligations and fees as it becomes due
hereunder. Each reference to the Agent in this Section 2.13 shall also be deemed
to refer, and shall apply equally, to the LC Issuer, in the case of payments
required to be made by the Borrower to the LC Issuer pursuant to Section 2.21.6.

      (ii) Notwithstanding the foregoing provisions of this Section, if, after
the making of any Advance in any currency other than Dollars, currency control
or exchange regulations are imposed in the country which issues such currency
with the result that the type of currency in which the Advance was made (the
"Original Currency") no longer exists or the Borrower is not able to make
payment to the Agent for the account of the Lenders in such Original Currency,
then all payments to be made by the Borrower hereunder in such currency shall
instead be made when due in Dollars in an amount equal to the Dollar Amount (as
of the date of repayment) of such payment due, it being the intention of the
parties hereto that the Borrower take all risks of the imposition of any such
currency control or exchange regulations.

                                       18
<PAGE>


      2.14. Credit Extensions to be Made in Euro. If any Credit Extension made
(or to be made) would, but for the provisions of this Section 2.14, be capable
of being made in either the Euro or in a National Currency Unit, such Credit
Extension shall be made in the Euro.

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

      (ii) The Agent shall also maintain accounts in which it will record (a)
the amount of each Loan made hereunder, the Agreed Currency and Type thereof and
the Interest Period with respect thereto, (b) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder, (c) the original stated amount of each Facility LC and the
amount of LC Obligations outstanding at any time, and (d) the amount of any sum
received by the Agent hereunder from the Borrower and each Lender's share
thereof.

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

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

      2.16. Telephonic Notices. The Borrower hereby authorizes the Lenders and
the Agent to extend, convert or continue Advances, effect selections of Agreed
Currencies and Types of Advances and to transfer funds based on telephonic
notices made by any person or persons the Agent or any Lender in good faith
believes to be acting on behalf of the Borrower, it being understood that the
foregoing authorization is specifically intended to allow Borrowing Notices and
Conversion/Continuation Notices to be given telephonically. The Borrower agrees
to deliver promptly to the Agent a written confirmation of each telephonic
notice signed by an Authorized Officer. If the written confirmation differs in
any material respect from the action taken by the Agent and the Lenders, the
records of the Agent and the Lenders shall govern absent manifest error.

      2.17. Interest Payment Dates; Interest and Fee Basis. Interest accrued on
each Floating Rate Advance shall be payable on each Payment Date, commencing
with the first such date to occur after the date hereof and at maturity.
Interest accrued on each Eurocurrency Advance shall be payable on the last day
of its applicable Interest Period, on any date on which the Eurocurrency Advance
is prepaid, whether by acceleration or otherwise, and at maturity. Interest
accrued on each Eurocurrency Advance having an Interest Period longer than three
months shall also be payable on the last day of each three-month interval during
such Interest Period. Interest and commitment fees shall be calculated for
actual days elapsed on the basis of a 360-day year, except for interest on Loans
denominated in British Pounds Sterling which

                                       19
<PAGE>

shall be calculated for actual days elapsed on the basis of a 365-day year.
Interest shall be payable for the day an Advance is made but not for the day of
any payment on the amount paid if payment is received prior to noon (local time)
at the place of payment. If any payment of principal of or interest on an
Advance shall become due on a day which is not a Business Day, such payment
shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing
interest in connection with such payment.

      2.18. Notification of Advances, Interest Rates, Prepayments and Commitment
Reductions. Promptly after receipt thereof, the Agent will notify each Lender of
the contents of each Aggregate Commitment reduction notice, Borrowing Notice,
Swing Line Borrowing Notice, Conversion/Continuation Notice, and repayment
notice received by it hereunder. Promptly after notice from the LC Issuer, the
Agent will notify each Lender of the contents of each request for issuance of a
Facility LC hereunder. The Agent will notify each Lender of the interest rate
applicable to each Eurocurrency Advance promptly upon determination of such
interest rate and will give each Lender prompt notice of each change in the
Alternate Base Rate.

      2.19. Lending Installations. Each Lender may book its Loans and its
participation in any LC Obligations and the LC Issuer may book the Facility LCs
at any Lending Installation selected by such Lender or the LC Issuer, as the
case may be, and may change its Lending Installation from time to time. All
terms of this Agreement shall apply to any such Lending Installation and the
Loans, Facility LCs, participations in LC Obligations and any Notes issued
hereunder shall be deemed held by each Lender or the LC Issuer, as the case may
be, for the benefit of any such Lending Installation. Each Lender and the LC
Issuer may, by written notice to the Agent and the Borrower in accordance with
Article XIII, designate replacement or additional Lending Installations through
which Loans will be made by it or Facility LCs will be issued by it and for
whose account Loan payments or payments with respect to Facility LCs are to be
made.

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

      2.21. Facility LCs.

            2.21.1. Issuance. The LC Issuer hereby agrees, on the terms and
      conditions set forth in this Agreement, to issue standby and commercial
      Letters of Credit (each, a "Facility LC") and to renew, extend, increase,
      decrease or otherwise modify each Facility LC ("Modify," and each such
      action a "Modification"), from time to time from and including the date of
      this Agreement and prior to the Facility Termination Date upon the request
      of the Borrower; provided that immediately after each such Facility LC is
      issued or Modified, (i) the aggregate amount of the outstanding LC
      Obligations shall not exceed $25,000,000 and (ii) the Aggregate
      Outstanding

                                       20
<PAGE>

      Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC
      shall have an expiry date later than one year after its issuance;
      provided, that, any Facility LC with a one year tenor may provide for the
      renewal thereof for additional one year periods.

            2.21.2. Participations. Upon the issuance or Modification by the LC
      Issuer of a Facility LC in accordance with this Section 2.21, the LC
      Issuer shall be deemed, without further action by any party hereto, to
      have unconditionally and irrevocably sold to each Lender, and each Lender
      shall be deemed, without further action by any party hereto, to have
      unconditionally and irrevocably purchased from the LC Issuer, a
      participation in such Facility LC (and each Modification thereof) and the
      related LC Obligations in proportion to its Pro Rata Share.

            2.21.3. Notice. Subject to Section 2.21.1, the Borrower shall give
      the LC Issuer notice prior to 10:00 a.m. (Chicago time) at least five
      Business Days prior to the proposed date of issuance or Modification of
      each Facility LC, specifying the beneficiary, the proposed date of
      issuance (or Modification) and the expiry date of such Facility LC, and
      describing the proposed terms of such Facility LC and the nature of the
      transactions proposed to be supported thereby. Upon receipt of such
      notice, the LC Issuer shall promptly notify the Agent, and the Agent shall
      promptly notify each Lender, of the contents thereof and of the amount of
      such Lender's participation in such proposed Facility LC. The issuance or
      Modification by the LC Issuer of any Facility LC shall, in addition to the
      conditions precedent set forth in Article IV (the satisfaction of which
      the LC Issuer shall have no duty to ascertain), be subject to the
      conditions precedent that such Facility LC shall be satisfactory to the LC
      Issuer and that the Borrower shall have executed and delivered such
      application agreement and/or such other instruments and agreements
      relating to such Facility LC as the LC Issuer shall have reasonably
      requested (each, a "Facility LC Application"). In the event of any
      conflict between the terms of this Agreement and the terms of any Facility
      LC Application, the terms of this Agreement shall control.

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

            2.21.5. Administration; Reimbursement by Lenders. Upon receipt from
      the beneficiary of any Facility LC of any demand for payment under such
      Facility LC, the LC Issuer shall notify the Agent and the Agent shall
      promptly notify the Borrower and each other Lender as to the amount to be
      paid by the LC Issuer as a result of such demand and the proposed payment
      date (the "LC Payment Date"). The responsibility of the LC Issuer to the
      Borrower and each Lender shall be only to determine that the documents
      (including each demand for payment) delivered under each Facility LC in
      connection with such presentment shall be in conformity in all material
      respects with such Facility LC. The LC Issuer shall endeavor to exercise
      the same care in the issuance and administration of the Facility LCs as it
      does with respect to letters of credit in which no participations are
      granted, it being understood that in the absence of any gross negligence
      or willful misconduct by the LC Issuer, each Lender shall be
      unconditionally and irrevocably liable without regard to the occurrence of
      any Default or any condition precedent

                                       21
<PAGE>

      whatsoever, to reimburse the LC Issuer on demand for (i) such Lender's Pro
      Rata Share of the amount of each payment made by the LC Issuer under each
      Facility LC to the extent such amount is not reimbursed by the Borrower
      pursuant to Section 2.21.6 below, plus (ii) interest on the foregoing
      amount to be reimbursed by such Lender, for each day from the date of the
      LC Issuer's demand for such reimbursement (or, if such demand is made
      after 11:00 a.m. (Chicago time) on such date, from the next succeeding
      Business Day) to the date on which such Lender pays the amount to be
      reimbursed by it, at a rate of interest per annum equal to the Federal
      Funds Effective Rate for the first three days and, thereafter, at a rate
      of interest equal to the rate applicable to Floating Rate Advances.

            2.21.6. Reimbursement by Borrower. The Borrower shall be irrevocably
      and unconditionally obligated to reimburse the LC Issuer on or before the
      applicable LC Payment Date for any amounts to be paid by the LC Issuer
      upon any drawing under any Facility LC, without presentment, demand,
      protest or other formalities of any kind; provided that neither the
      Borrower nor any Lender shall hereby be precluded from asserting any claim
      for direct (but not consequential) damages suffered by the Borrower or
      such Lender to the extent, but only to the extent, caused by (i) the
      willful misconduct or gross negligence of the LC Issuer in determining
      whether a request presented under any Facility LC issued by it complied
      with the terms of such Facility LC or (ii) the LC Issuer's failure to pay
      under any Facility LC issued by it after the presentation to it of a
      request strictly complying with the terms and conditions of such Facility
      LC. All such amounts paid by the LC Issuer and remaining unpaid by the
      Borrower shall bear interest, payable on demand, for each day until paid
      at a rate per annum equal to (x) the rate applicable to Floating Rate
      Advances for such day if such day falls on or before the applicable LC
      Payment Date and (y) the sum of 2% plus the rate applicable to Floating
      Rate Advances for such day if such day falls after such LC Payment Date.
      The LC Issuer will pay to each Lender ratably in accordance with its Pro
      Rata Share all amounts received by it from the Borrower for application in
      payment, in whole or in part, of the Reimbursement Obligation in respect
      of any Facility LC issued by the LC Issuer, but only to the extent such
      Lender has made payment to the LC Issuer in respect of such Facility LC
      pursuant to Section 2.21.5. Subject to the terms and conditions of this
      Agreement (including without limitation the submission of a Borrowing
      Notice in compliance with Section 2.8 and the satisfaction of the
      applicable conditions precedent set forth in Article IV), the Borrower may
      request an Advance hereunder for the purpose of satisfying any
      Reimbursement Obligation.

            2.21.7. Obligations Absolute. The Borrower's obligations under this
      Section 2.21 shall be absolute and unconditional under any and all
      circumstances and irrespective of any setoff, counterclaim or defense to
      payment which the Borrower may have or have had against the LC Issuer, any
      Lender or any beneficiary of a Facility LC. The Borrower further agrees
      with the LC Issuer and the Lenders that the LC Issuer and the Lenders
      shall not be responsible for, and the Borrower's Reimbursement Obligation
      in respect of any Facility LC shall not be affected by, among other
      things, the validity or genuineness of documents or of any endorsements
      thereon, even if such documents should in fact prove to be in any or all
      respects invalid, fraudulent or forged, or any dispute between or among
      the Borrower, any of its Affiliates, the beneficiary of any Facility LC or
      any financing institution or other party to whom any Facility LC may be
      transferred or any claims or defenses whatsoever of the Borrower or of any
      of its Affiliates against the beneficiary of any Facility LC or any such
      transferee. The LC Issuer shall not be liable for any error, omission,
      interruption or delay in transmission, dispatch or delivery of any message
      or advice, however transmitted, in connection with any Facility LC. The
      Borrower agrees that any action taken or omitted by the LC Issuer or any
      Lender under or in connection with each Facility LC and the related drafts
      and documents, if done without gross negligence or

                                       22
<PAGE>

      willful misconduct, shall be binding upon the Borrower and shall not put
      the LC Issuer or any Lender under any liability to the Borrower. Nothing
      in this Section 2.21 is intended to limit the right of the Borrower to
      make a claim against the LC Issuer for damages as contemplated by the
      proviso to the first sentence of Section 2.21.6.

            2.21.8. Actions of LC Issuer. The LC Issuer shall be entitled to
      rely, and shall be fully protected in relying, upon any Facility LC,
      draft, writing, resolution, notice, consent, certificate, affidavit,
      letter, cablegram, telegram, telecopy, telex or teletype message,
      statement, order or other document believed by it to be genuine and
      correct and to have been signed, sent or made by the proper Person or
      Persons, and upon advice and statements of legal counsel, independent
      accountants and other experts selected by the LC Issuer. The LC Issuer
      shall be fully justified in failing or refusing to take any action under
      this Agreement unless it shall first have received such advice or
      concurrence of the Required Lenders as it reasonably deems appropriate or
      it shall first be indemnified to its reasonable satisfaction by the
      Lenders against any and all liability and expense which may be incurred by
      it by reason of taking or continuing to take any such action.
      Notwithstanding any other provision of this Section 2.21, the LC Issuer
      shall in all cases be fully protected in acting, or in refraining from
      acting, under this Agreement in accordance with a request of the Required
      Lenders, and such request and any action taken or failure to act pursuant
      thereto shall be binding upon the Lenders and any future holders of a
      participation in any Facility LC.

            2.21.9. Indemnification. The Borrower hereby agrees to indemnify and
      hold harmless each Lender, the LC Issuer and the Agent, and their
      respective directors, officers, agents and employees from and against any
      and all claims and damages, losses, liabilities, costs or expenses which
      such Lender, the LC Issuer or the Agent may incur (or which may be claimed
      against such Lender, the LC Issuer or the Agent by any Person whatsoever)
      by reason of or in connection with the issuance, execution and delivery or
      transfer of or payment or failure to pay under any Facility LC or any
      actual or proposed use of any Facility LC, including, without limitation,
      any claims, damages, losses, liabilities, costs or expenses which the LC
      Issuer may incur by reason of or in connection with (i) the failure of any
      other Lender to fulfill or comply with its obligations to the LC Issuer
      hereunder (but nothing herein contained shall affect any rights the
      Borrower may have against any defaulting Lender) or (ii) by reason of or
      on account of the LC Issuer issuing any Facility LC which specifies that
      the term "Beneficiary" included therein includes any successor by
      operation of law of the named Beneficiary, but which Facility LC does not
      require that any drawing by any such successor Beneficiary be accompanied
      by a copy of a legal document, satisfactory to the LC Issuer, evidencing
      the appointment of such successor Beneficiary; provided that the Borrower
      shall not be required to indemnify any Lender, the LC Issuer or the Agent
      for any claims, damages, losses, liabilities, costs or expenses to the
      extent, but only to the extent, caused by (x) the willful misconduct or
      gross negligence of the LC Issuer in determining whether a request
      presented under any Facility LC complied with the terms of such Facility
      LC or (y) the LC Issuer's failure to pay under any Facility LC after the
      presentation to it of a request strictly complying with the terms and
      conditions of such Facility LC. Nothing in this Section 2.21.9 is intended
      to limit the obligations of the Borrower under any other provision of this
      Agreement.

            2.21.10. Lenders' Indemnification. Each Lender shall, ratably in
      accordance with its Pro Rata Share, indemnify the LC Issuer, its
      affiliates and their respective directors, officers, agents and employees
      (to the extent not reimbursed by the Borrower) against any cost, expense
      (including reasonable counsel fees and disbursements), claim, demand,
      action, loss or liability (except such as result from such indemnitees'
      gross negligence or willful misconduct or the LC

                                       23
<PAGE>

      Issuer's failure to pay under any Facility LC after the presentation to it
      of a request strictly complying with the terms and conditions of the
      Facility LC) that such indemnitees may suffer or incur in connection with
      this Section 2.21 or any action taken or omitted by such indemnitees
      hereunder.

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

                  (ii) Notwithstanding anything herein to the contrary, on and
      after the Facility Termination Date, the Borrower will deposit cash
      collateral in the Facility LC Collateral Account in an amount equal to the
      maximum amount that may be available to be drawn at any time prior to the
      stated expiry date of all outstanding Facility LCs unless and until such
      outstanding Facility LCs are replaced with letters of credit from other
      financial institutions and the original Facility LCs are returned to the
      LC Issuer. Such cash collateral shall be held by the Agent as collateral
      security for the payment and performance of the Obligations.

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

      2.22. Market Disruption. Notwithstanding the satisfaction of all
conditions referred to in Article II and Article IV with respect to any Advance
in any Agreed Currency other than Dollars, if there shall occur on or prior to
the date of such Advance any change in national or international financial,
political or economic conditions or currency exchange rates or exchange controls
which would in the reasonable opinion of the Agent or the Required Lenders make
it impracticable for the Eurocurrency Loans comprising such Advance to be
denominated in the Agreed Currency specified by the Borrower, then the Agent
shall forthwith give notice thereof to the Borrower and the Lenders, and such
Loans shall not be denominated in such Agreed Currency but shall, except as
otherwise set forth in Section 2.14, be made on such Borrowing Date in Dollars,
in an aggregate principal amount equal to the Dollar Amount of the aggregate
principal amount specified in the related Borrowing Notice or
Conversion/Continuation Notice, as the case may be, as Floating Rate Loans,
unless the Borrower notifies the Agent at least one Business Day before such
date that (i) it elects not to borrow on such date or (ii) it elects to borrow
on such date in a different Agreed Currency, as the case may be, in which the
denomination of such Loans would in the opinion of the Agent and the Required
Lenders be practicable and in an aggregate principal amount equal to the Dollar
Amount of the aggregate principal amount specified in the related Borrowing
Notice or Conversion/Continuation Notice, as the case may be.

                                       24
<PAGE>


      2.23. Judgment Currency. If for the purposes of obtaining judgment in any
court it is necessary to convert a sum due from the Borrower hereunder in the
currency expressed to be payable herein (the "specified currency") into another
currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase the specified
currency with such other currency at the Agent's main Chicago office on the
Business Day preceding that on which final, non-appealable judgment is given.
The obligations of the Borrower in respect of any sum due to any Lender or the
Agent hereunder shall, notwithstanding any judgment in a currency other than the
specified currency, be discharged only to the extent that on the Business Day
following receipt by such Lender or the Agent (as the case may be) of any sum
adjudged to be so due in such other currency such Lender or the Agent (as the
case may be) may in accordance with normal, reasonable banking procedures
purchase the specified currency with such other currency. If the amount of the
specified currency so purchased is less than the sum originally due to such
Lender or the Agent, as the case may be, in the specified currency, the Borrower
agrees, to the fullest extent that it may effectively do so, as a separate
obligation and notwithstanding any such judgment, to indemnify such Lender or
the Agent, as the case may be, against such loss, and if the amount of the
specified currency so purchased exceeds (a) the sum originally due to any Lender
or the Agent, as the case may be, in the specified currency and (b) any amounts
shared with other Lenders as a result of allocations of such excess as a
disproportionate payment to such Lender under Section 12.2, such Lender or the
Agent, as the case may be, agrees to remit such excess to the Borrower.

      2.24. Replacement of Lender. If the Borrower is required pursuant to
Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any
Lender's obligation to make or continue, or to convert Floating Rate Advances
into Eurocurrency Advances shall be suspended pursuant to Section 3.3 (any
Lender so affected an "Affected Lender"), the Borrower may elect, if such
amounts continue to be charged or such suspension is still effective, to replace
such Affected Lender as a Lender party to this Agreement, provided that no
Default or Unmatured Default shall have occurred and be continuing at the time
of such replacement, and provided further that, concurrently with such
replacement, (i) another bank or other entity which is reasonably satisfactory
to the Borrower and the Agent shall agree, as of such date, to purchase for cash
the Advances and other Obligations due to the Affected Lender pursuant to an
assignment substantially in the form of Exhibit C and to become a Lender for all
purposes under this Agreement and to assume all obligations of the Affected
Lender to be terminated as of such date and to comply with the requirements of
Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such
Affected Lender in same day funds on the day of such replacement (A) all
interest, fees and other amounts then accrued but unpaid to such Affected Lender
by the Borrower hereunder to and including the date of termination, including
without limitation payments due to such Affected Lender under Sections 3.1, 3.2
and 3.5, and (B) an amount, if any, equal to the payment which would have been
due to such Lender on the day of such replacement under Section 3.4 had the
Loans of such Affected Lender been prepaid on such date rather than sold to the
replacement Lender.

      2.25. Swing Line Loans.

            2.25.1. Amount of Swing Line Loans. Upon the satisfaction of the
      conditions precedent set forth in Section 4.2 and, if such Swing Line Loan
      is to be made on the date of the initial Advance hereunder, the
      satisfaction of the conditions precedent set forth in Section 4.1 as well,
      from and including the date of this Agreement and prior to the Facility
      Termination Date, the Swing Line Lender agrees, on the terms and
      conditions set forth in this Agreement, to make Swing Line Loans to the
      Borrower from time to time denominated in Dollars in an aggregate

                                       25
<PAGE>

      principal amount not to exceed the Swing Line Commitment, provided that
      the Aggregate Outstanding Credit Exposure shall not at any time exceed the
      Aggregate Commitment, and provided further that at no time shall the sum
      of (i) the Swing Line Lender's Pro Rata Share of the Swing Line Loans,
      plus (ii) the outstanding Revolving Loans made by the Swing Line Lender
      pursuant to Section 2.1, exceed the Swing Line Lender's Commitment at such
      time. Subject to the terms of this Agreement, the Borrower may borrow,
      repay and reborrow Swing Line Loans at any time prior to the Facility
      Termination Date.

            2.25.2. Borrowing Notice. The Borrower shall deliver to the Agent
      and the Swing Line Lender irrevocable notice (a "Swing Line Borrowing
      Notice") not later than noon (Detroit time) on the Borrowing Date of each
      Swing Line Loan, specifying (i) the applicable Borrowing Date (which date
      shall be a Business Day), and (ii) the aggregate amount of the requested
      Swing Line Loan which shall be an amount not less than $100,000. The Swing
      Line Loans shall bear interest at the Floating Rate.

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

          2.25.4. Repayment of Swing Line Loans. Each Swing Line Loan shall be
     paid in full by the Borrower on or before the seventh (7th) Business Day
     after the Borrowing Date for such Swing Line Loan. In addition, the Swing
     Line Lender (i) may at any time in its sole discretion with respect to any
     outstanding Swing Line Loan, or (ii) shall on the seventh (7th) Business
     Day after the Borrowing Date of any Swing Line Loan, require each Lender
     (including the Swing Line Lender) to make a Revolving Loan in the amount of
     such Lender's Pro Rata Share of such Swing Line Loan (including, without
     limitation, any interest accrued and unpaid thereon), for the purpose of
     repaying such Swing Line Loan. Not later than noon (Detroit time) on the
     date of any notice received pursuant to this Section 2.25.4, each Lender
     shall make available its required Revolving Loan, in funds immediately
     available to the Agent at its address specified pursuant to Article XIII.
     Revolving Loans made pursuant to this Section 2.25.4 shall initially be
     Floating Rate Loans and thereafter may be continued as Floating Rate Loans
     or converted into Eurodollar Loans in the manner provided in Section 2.9
     and subject to the other conditions and limitations set forth in this
     Article II. Unless a Lender shall have notified the Swing Line Lender,
     prior to its making any Swing Line Loan, that any applicable condition
     precedent set forth in Sections 4.1 or 4.2 had not then been satisfied,
     such Lender's obligation to make Revolving Loans pursuant to this Section
     2.25.4 to repay Swing Line Loans shall be unconditional, continuing,
     irrevocable and absolute and shall not be affected by any circumstances,
     including, without limitation, (a) any set-off, counterclaim, recoupment,
     defense or other right which such Lender may have against the Agent, the
     Swing Line Lender or any other Person, (b) the occurrence or continuance of
     a Default or Unmatured Default, (c) any adverse change in the condition
     (financial or otherwise) of the Borrower, or (d) any other circumstances,
     happening or event whatsoever. In the event that any Lender fails to make
     payment to the Agent of any amount due under this Section 2.25.4, the Agent
     shall be entitled to receive, retain and apply against such obligation the
     principal and interest otherwise payable to such Lender hereunder until the
     Agent receives such payment from such Lender or such obligation is
     otherwise fully satisfied. In addition to the foregoing, if for any reason
     any Lender fails to make payment to the Agent of any amount due

                                       26

<PAGE>
     under this Section 2.25.4, such Lender shall be deemed, at the option of
     the Agent, to have unconditionally and irrevocably purchased from the Swing
     Line Lender, without recourse or warranty, an undivided interest and
     participation in the applicable Swing Line Loan in the amount of such
     Lender's Pro Rata Share of the applicable Swing Line Loan, and such
     interest and participation may be recovered from such Lender together with
     interest thereon at the Federal Funds Effective Rate for each day during
     the period commencing on the date of demand and ending on the date such
     amount is received. On the Facility Termination Date, the Borrower shall
     repay in full the outstanding principal balance of the Swing Line Loans.

                                   ARTICLE III

                             YIELD PROTECTION; TAXES

      3.1.  Yield Protection. If, on or after the date of this Agreement, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation or the LC Issuer with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency:

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

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

      (iii) imposes any other condition the result of which is to increase the
            cost to any Lender or any applicable Lending Installation or the LC
            Issuer of making, funding or maintaining its Eurocurrency Loans
            (including, without limitation, any conversion of any Loan
            denominated in an Agreed Currency other than Euro into a Loan
            denominated in Euro), or of issuing or participating in Facility LCs
            or reduces any amount receivable by any Lender or any applicable
            Lending Installation or the LC Issuer in connection with its
            Eurocurrency Loans, Facility LCs or participations therein or
            requires any Lender or any applicable Lending Installation or the LC
            Issuer to make any payment calculated by reference to the amount of
            Eurocurrency Loans, Facility LCs or participations therein held or
            interest received by it, by an amount deemed material by such Lender
            or the LC Issuer, as the case may be,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or the LC Issuer, as the case may be, of making
or maintaining its Eurocurrency Loans (including, without limitation, any
conversion of any Loan denominated in an Agreed Currency other than Euro into a
Loan denominated in Euro) or Commitment or of issuing or participating in
Facility LCs or to reduce the return received by such Lender or applicable
Lending Installation or the LC Issuer, as the

                                       27

<PAGE>

case may be, in connection with such Eurocurrency Loans, Commitment, Facility
LCs or participations therein, then, within 15 days of demand by such Lender or
the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC
Issuer, as the case may be, such additional amount or amounts as will compensate
such Lender or the LC Issuer, as the case may be, for such increased cost or
reduction (without premium or penalty) in amount received.

      3.2. Changes in Capital Adequacy Regulations. If a Lender or the LC Issuer
determines the amount of capital required or expected to be maintained by such
Lender, any Lending Installation of such Lender or the LC Issuer or any
corporation controlling such Lender or the LC Issuer is increased as a result of
a Change, then, within 15 days of demand by such Lender or the LC Issuer, the
Borrower shall pay such Lender or the LC Issuer the amount necessary to
compensate for any shortfall in the rate of return on the portion of such
increased capital which such Lender or the LC Issuer determines is attributable
to this Agreement, its Outstanding Credit Exposure or its Commitment to make
Loans and issue or participate in Facility LCs, as the case may be, hereunder
(after taking into account such Lender's or the LC Issuer's policies as to
capital adequacy). "Change" means (i) any change after the date of this
Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or change
in any other law, governmental or quasi-governmental rule, regulation, policy,
guideline, interpretation, or directive (whether or not having the force of law)
after the date of this Agreement which affects the amount of capital required or
expected to be maintained by any Lender or the LC Issuer or any Lending
Installation or any corporation controlling any Lender or the LC Issuer.
"Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in
effect in the United States on the date of this Agreement, including transition
rules, and (ii) the corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing the July 1988 report of the
Basle Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

      3.3. Availability of Types of Advances. If any Lender determines that
maintenance of its Eurocurrency Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders determine that (i) deposits
of a type, currency and maturity appropriate to match fund Eurocurrency Advances
are not available or (ii) the interest rate applicable to Eurocurrency Advances
does not accurately reflect the cost of making or maintaining Eurocurrency
Advances, then the Agent shall suspend the availability of Eurocurrency Advances
and require any affected Eurocurrency Advances to be repaid or converted to
Floating Rate Advances, subject to the payment of any funding indemnification
amounts required by Section 3.4.

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

      3.5. Taxes. (i) All payments by the Borrower to or for the account of any
Lender, the LC Issuer or the Agent hereunder or under any Note or Facility LC
Application shall be made free and clear of and without deduction for any and
all Taxes. If the Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder to any Lender, the LC Issuer or the
Agent, (a) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 3.5) such Lender, the LC Issuer or the Agent (as the
case may be) receives an amount equal to the sum it would have received had no
such

                                       28

<PAGE>

deductions been made, (b) the Borrower shall make such deductions, (c) the
Borrower shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (d) the Borrower shall furnish to the Agent
the original copy of a receipt evidencing payment thereof within 30 days after
such payment is made.

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

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

      (iv) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof (each a "Non-U.S. Lender") agrees that it
will, not more than ten Business Days after the date of this Agreement, (i)
deliver to the Agent two duly completed copies of United States Internal Revenue
Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, and (ii) deliver to the
Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and
certify that it is entitled to an exemption from United States backup
withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of
the Borrower and the Agent (x) renewals or additional copies of such form (or
any successor form) on or before the date that such form expires or becomes
obsolete, and (y) after the occurrence of any event requiring a change in the
most recent forms so delivered by it, such additional forms or amendments
thereto as may be reasonably requested by the Borrower or the Agent. All forms
or amendments described in the preceding sentence shall certify that such Lender
is entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, unless an event
(including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form or amendment with
respect to it and such Lender advises the Borrower and the Agent that it is not
capable of receiving payments without any deduction or withholding of United
States federal income tax.

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

      (vi) Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement, Note or any
Facility LC Application pursuant to the law of

                                       29

<PAGE>

any relevant jurisdiction or any treaty shall deliver to the Borrower (with a
copy to the Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate.

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

      3.6. Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurocurrency Loans to reduce any liability of the Borrower to
such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurocurrency Advances under Section 3.3, so long as such designation is not, in
the judgment of such Lender, disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender to the Borrower (with a copy to the
Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such
written statement shall set forth in reasonable detail the calculations upon
which such Lender determined such amount and shall be final, conclusive and
binding on the Borrower in the absence of manifest error. Determination of
amounts payable under such Sections in connection with a Eurocurrency Loan shall
be calculated as though each Lender funded its Eurocurrency Loan through the
purchase of a deposit of the type, currency and maturity corresponding to the
deposit used as a reference in determining the Eurocurrency Rate applicable to
such Loan, whether in fact that is the case or not. Unless otherwise provided
herein, the amount specified in the written statement of any Lender shall be
payable on demand after receipt by the Borrower of such written statement. The
obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive
payment of the Obligations and termination of this Agreement.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

      4.1.  Initial Credit Extension. The Lenders shall not be required to make
the initial Credit Extension hereunder unless the Loan Parties have furnished to
the Agent with sufficient copies for the Lenders.

      (i)   This Agreement or counterparts hereof shall have been duly executed
            by the Borrower, the Agent and the Lenders; and the Agent shall have
            received duly executed copies of the Loan Documents and such other
            documents, instruments, agreements and legal opinions as the Agent
            shall reasonably request in connection with the transactions
            contemplated by this Agreement and the other Loan Documents, each in
            form and substance reasonably satisfactory to the Agent.

                                       30

<PAGE>
      (ii)   Copies of the articles or certificate of incorporation of the
             Borrower, together with all amendments, and a certificate of good
             standing, each certified by the appropriate governmental officer in
             its jurisdiction of incorporation, as well as any other information
             required by Section 326 of the USA PATRIOT ACT or necessary for the
             Agent or any Lender to verify the identity of the Borrower as
             required by Section 326 of the USA PATRIOT Act.

      (iii)  Copies, certified by the Secretary or Assistant Secretary of the
             Borrower, of its by-laws and of its Board of Directors' resolutions
             and of resolutions or actions of any other body authorizing the
             execution of the Loan Documents to which the Borrower is a party.

      (iv)   An incumbency certificate, executed by the Secretary or Assistant
             Secretary of the Borrower, which shall identify by name and title
             and bear the signatures of the Authorized Officers and any other
             officers of the Borrower authorized to sign the Loan Documents to
             which the Borrower is a party, upon which certificate the Agent and
             the Lenders shall be entitled to rely until informed of any change
             in writing by the Borrower.

      (v)    A certificate, signed by the chief financial officer of the
             Borrower, stating that on the initial Credit Extension Date no
             Default or Unmatured Default has occurred and is continuing.

      (vi)   A written opinion of the Borrower's counsel, addressed to the
             Lenders in substantially the form of Exhibit A.

      (vii)  Any Notes requested by a Lender pursuant to Section 2.15 payable to
             the order of each such requesting Lender.

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

      (ix)   If the initial Credit Extension will be the issuance of a Facility
             LC, a properly completed Facility LC Application.

      (x)    The Borrower shall have delivered executed copies of all Loan
             Documents to which it is a party.

      (xi)   The presentation of evidence satisfactory to the Agent that the
             Credit Agreement dated September 7, 2004, as amended, among the
             Borrower, and the lenders party thereto and the agent named therein
             shall have been terminated and all liens granted thereunder shall
             have been released and all indebtedness, has, and obligations
             outstanding thereunder shall have been paid in full or will be paid
             from the proceeds of the initial Advance.

      (xii)  The Agent shall have completed its business due diligence and the
             Borrower's corporate structure, capital structure, material
             accounts and governing documents shall be acceptable to the Agent.

      (xiii) The Borrower shall have delivered such other documents as the
             Agent, any Lender or its counsel may have reasonably requested.

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<PAGE>


      4.2.  Each Credit Extension. The Lenders shall not (except as otherwise
set forth in Section 2.25.4 with respect to Revolving Loans for the purpose of
repaying Swing Line Loans) be required to make any Credit Extension unless on
the applicable Credit Extension Date:

      (i)   There exists no Default or Unmatured Default.

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

      (iii) All legal matters incident to the making of such Credit Extension
            shall be satisfactory to the Lenders and their counsel.

      Each Borrowing Notice, Swing Line Borrowing Notice or request for issuance
of a Facility LC with respect to each such Credit Extension shall constitute a
representation and warranty by the Borrower that the conditions contained in
Sections 4.2(i) and (ii) have been satisfied. Any Lender may require a duly
completed compliance certificate in substantially the form of Exhibit B as a
condition to making a Credit Extension.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

      The Borrower represents and warrants to the Lenders that:

      5.1. Existence and Standing. Each of the Borrower and its Subsidiaries is
a corporation, partnership (in the case of Subsidiaries only) or limited
liability company duly and properly incorporated or organized, as the case may
be, validly existing and (to the extent such concept applies to such entity) in
good standing under the laws of its jurisdiction of incorporation or
organization and has all requisite authority to conduct its business in each
jurisdiction in which its business is conducted.

      5.2. Authorization and Validity. The Borrower has the power and authority
and legal right to execute and deliver the Loan Documents to which it is a party
and to perform its obligations thereunder. The execution and delivery by the
Borrower of the Loan Documents to which it is a party and the performance of its
obligations thereunder have been duly authorized by proper corporate
proceedings, and the Loan Documents to which the Borrower is a party constitute
legal, valid and binding obligations of the Borrower, enforceable against the
Borrower in accordance with their terms, except as enforceability may be limited
by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally.

      5.3. No Conflict; Government Consent. Neither the execution and delivery
by the Borrower of the Loan Documents to which it is a party, nor the
consummation of the transactions therein contemplated, nor compliance with the
provisions thereof will violate (i) any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Borrower or any of its
Subsidiaries or (ii) the Borrower's or any Subsidiary's articles or certificate
of incorporation, partnership agreement, certificate of partnership, articles or
certificate of organization, by-laws, or operating or other management
agreement, as the case may be, or (iii) the provisions of any indenture,
instrument or agreement to which

                                       32

<PAGE>

the Borrower or any of its Subsidiaries is a party or is subject, or by
which it, or its Property, is bound, or conflict with or constitute a default
thereunder, or result in, or require, the creation or imposition of any Lien in,
of or on the Property of the Borrower or a Subsidiary pursuant to the terms of
any such indenture, instrument or agreement. No order, consent, adjudication,
approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, or other action in respect of any
governmental or public body or authority, or any subdivision thereof, which has
not been obtained by the Borrower or any of its Subsidiaries, is required to be
obtained by the Borrower or any of its Subsidiaries in connection with the
execution and delivery of the Loan Documents, the borrowings under this
Agreement, the payment and performance by the Borrower of the Obligations or the
legality, validity, binding effect or enforceability of any of the Loan
Documents.

      5.4. Financial Statements. The December 31, 2004 consolidated financial
statements of the Borrower and its Subsidiaries heretofore delivered to the
Lenders were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly
present the consolidated financial condition and operations of the Borrower and
its Subsidiaries at such date and the consolidated results of their operations
for the period then ended.

      5.5. Material Adverse Change. Since December 31, 2004 there has been no
change in the business, Property, condition (financial or otherwise) or results
of operations of the Borrower and its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect, other than the Recapitalization
Transaction.

      5.6. Taxes. The Borrower and its Subsidiaries have filed all United States
federal tax returns and all other tax returns which are required to be filed and
have paid all taxes due pursuant to said returns or pursuant to any assessment
received by the Borrower or any of its Subsidiaries, except such taxes, if any,
as are being contested in good faith and as to which adequate reserves have been
provided in accordance with GAAP and as to which no Lien exists. The United
States income tax returns of the Borrower and its Subsidiaries have been audited
by the Internal Revenue Service through the fiscal year ended December 31,
200[1]. No tax liens have been filed and no claims are being asserted with
respect to any such taxes. The charges, accruals and reserves on the books of
the Borrower and its Subsidiaries in respect of any taxes or other governmental
charges are adequate.

      5.7. Litigation and Contingent Obligations. Except as set forth on
Schedule 5.7, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of their officers,
threatened against or affecting the Borrower or any of its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect or which seeks to
prevent, enjoin or delay the making of any Credit Extensions. Other than any
liability incident to any litigation, arbitration or proceeding which (i) could
not reasonably be expected to have a Material Adverse Effect or (ii) is set
forth on Schedule 5.7, the Borrower has no material contingent obligations not
provided for or disclosed in the financial statements referred to in Section
5.4.

      5.8. Schedule 5.8 sets forth (a) a correct and complete list of the name
and relationship to the Borrower of each and all of the Borrower's Subsidiaries,
(b) the location of the chief executive office of the Borrower and each of its
Subsidiaries and each other location where any of them have maintained their
chief executive office in the past five years, and (c) the type of entity of the
Borrower and each of its Subsidiaries.

      5.9. ERISA. The Unfunded Liabilities of all Single Employer Plans do not
in the aggregate exceed $2,000,000. Each Plan complies in all material respects
with all applicable requirements of law and regulations, no Reportable Event has
occurred with respect to any Plan, neither the Borrower nor any

                                       33

<PAGE>

other member of the Controlled Group has withdrawn from any Plan or initiated
steps to do so, and no steps have been taken to reorganize or terminate any
Plan.

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

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

      5.12. Material Agreements. Neither the Borrower nor any Subsidiary is a
party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (i) any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect or (ii) any
agreement or instrument evidencing or governing Indebtedness.

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

      5.14. Ownership of Properties. Except as set forth on Schedule 6.15, on
the date of this Agreement, the Borrower and its Subsidiaries will have good
title, free of all Liens other than those permitted by Section 6.15, to all of
the Property and assets reflected in the Borrower's most recent consolidated
financial statements provided to the Agent as owned by the Borrower and its
Subsidiaries.

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

      5.16. Environmental Matters. In the ordinary course of its business, the
officers of the Borrower consider the effect of Environmental Laws on the
business of the Borrower and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Borrower
due to Environmental Laws. On the basis of this consideration, the Borrower has
concluded that Environmental Laws cannot reasonably be expected to have a
Material Adverse Effect. Neither the Borrower nor any Subsidiary has received
any notice to the effect that its operations are not in material compliance with
any of the requirements of applicable Environmental Laws or are the subject of
any federal or state investigation evaluating whether any remedial action is
needed to respond to a release of any toxic or hazardous waste or substance into
the environment, which non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect.

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


                                        34
<PAGE>


      5.18. Public Utility Holding Company Act. Neither the Borrower nor any
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

      5.19. Reportable Transactions. The Borrower does not intend to treat the
Advances and the other transactions contemplated hereby as being a "reportable
transaction" (within the meaning of Treasury Regulation Section 1.6011-4). In
the event the Borrower determines to take any action inconsistent with such
intention, it will promptly notify the Agent thereof. The Borrower acknowledges
that the Agent and/or one or more of the Lenders may treat its Advances and the
other transactions contemplated hereby as part of a transaction that is subject
to Treasury Regulation Section 1.6011-4 or Section 301.6112-1, and the Agent and
such Lender or Lenders, as applicable, may file such IRS forms or maintain such
lists and other records as they may determine is required by such Treasury
Regulations.

      5.20 Solvency. (i) Immediately after the consummation of the transactions
to occur on the date hereof and immediately following the making of each Loan,
if any, made on the date hereof and after giving effect to the application of
the proceeds of such Loans, (a) the fair value of the assets of the Borrower and
its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the
debts and liabilities, subordinated or otherwise, of the Borrower and its
Subsidiaries on a consolidated basis; (b) the present fair saleable value of the
Property of the Borrower and its Subsidiaries on a consolidated basis will be
greater than the amount that will be required to pay the probable liability of
the Borrower and its Subsidiaries on a consolidated basis on their debts and
other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured; (c) the Borrower and its
Subsidiaries on a consolidated basis will be able to pay their debts and
liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (d) the Borrower and its
Subsidiaries on a consolidated basis will not have unreasonably small capital
with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted after the date
hereof.

      (ii) The Borrower does not intend to, or to permit any of its Subsidiaries
to, and does not believe that it or any of its Subsidiaries will, incur debts
beyond its ability to pay such debts as they mature, taking into account the
timing of and amounts of cash to be received by it or any such Subsidiary and
the timing of the amounts of cash to be payable on or in respect of its
Indebtedness or the Indebtedness of any such Subsidiary.

                                   ARTICLE VI

                                    COVENANTS

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

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

                                        35
<PAGE>

   (i)      Within 90 days after the close of each of its fiscal years or,
            if later, within 5 days after the Borrower's annual filing with the
            Securities and Exchange Commission, an unqualified audit report
            certified by independent certified public accountants acceptable to
            the Lenders, prepared in accordance with GAAP on a consolidated and
            consolidating basis (consolidating statements need not be certified
            by such accountants) for itself and its Subsidiaries, including
            balance sheets as of the end of such period, related profit and loss
            and reconciliation of surplus statements, and a statement of cash
            flows, accompanied by (a) promptly when received by the Borrower,
            any management letter prepared by said accountants, and (b)
            promptly, if requested by the Agent, a certificate of said
            accountants that, in the course of their examination necessary for
            their certification of the foregoing, they have obtained no
            knowledge of any Default or Unmatured Default, or if, in the opinion
            of such accountants, any Default or Unmatured Default shall exist,
            stating the nature and status thereof.

  (ii)      Within 45 days after the close of the first three quarterly
            periods of each of its fiscal years or, if later, within 5 days
            after the Borrower's quarterly filing with the Securities and
            Exchange Commission, for itself and its Subsidiaries, consolidated
            unaudited balance sheets as at the close of each such period and
            consolidated and consolidating profit and loss and reconciliation of
            surplus statements and a statement of cash flows for the period from
            the beginning of such fiscal year to the end of such quarter, all
            certified by its chief financial officer.

 (iii)      Together with the financial statements required under Sections
            6.1(i) and (ii), a compliance certificate in substantially the form
            of Exhibit B signed by its chief financial officer showing the
            calculations necessary to determine compliance with this Agreement
            and stating that no Default or Unmatured Default exists, or if any
            Default or Unmatured Default exists, stating the nature and status
            thereof.

  (iv)      Within 270 days after the close of each fiscal year, a
            statement of the Unfunded Liabilities of each Single Employer Plan,
            certified as correct by an actuary enrolled under ERISA.

   (v)      As soon as possible and in any event within 10 days after the
            Borrower knows that any Reportable Event has occurred with respect
            to any Plan, a statement, signed by the chief financial officer of
            the Borrower, describing said Reportable Event and the action which
            the Borrower proposes to take with respect thereto.

  (vi)      As soon as possible and in any event within 10 days after
            receipt by the Borrower, a copy of (a) any notice or claim to the
            effect that the Borrower or any of its Subsidiaries is or may be
            liable to any Person as a result of the release by the Borrower, any
            of its Subsidiaries, or any other Person of any toxic or hazardous
            waste or substance into the environment, and (b) any notice alleging
            any violation of any federal, state or local environmental, health
            or safety law or regulation by the Borrower or any of its
            Subsidiaries, which, in either case, could reasonably be expected to
            have a Material Adverse Effect.

 (vii)      Promptly upon the furnishing thereof to the shareholders of
            the Borrower, copies of all financial statements, reports and proxy
            statements so furnished.

(viii)      Promptly upon the filing thereof, copies of all registration
            statements and annual,

                                        36
<PAGE>
            quarterly, monthly or other regular reports which the Borrower or
            any of its Subsidiaries files with the Securities and Exchange
            Commission; provided that such delivery shall be deemed to have been
            made upon delivery of notice to the Agent that such statements or
            reports (including any reports to be delivered pursuant to Section
            6.1(i) and (ii) above) are available via the EDGAR system of the
            Securities and Exchange Commission.

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

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

      6.2. Use of Proceeds. The Borrower will, and will cause each Subsidiary
to, use the proceeds of the Credit Extensions for working capital and for other
general corporate purposes (including Acquisitions). The Borrower will not, nor
will it permit any Subsidiary to, use any of the proceeds of the Advances to
purchase or carry any "margin stock" (as defined in Regulation U).

      6.3. Notices. The Borrower will, and will cause each Subsidiary to, give
prompt notice in writing to the Lenders of:

            (a) the occurrence of any Default or Unmatured Default;

            (b) any other development, financial or otherwise, which could
      reasonably be expected to have a Material Adverse Effect; and

            (c) its decision to change, (i) the Borrower's name or type of
      entity, and (ii) the Borrower's articles or certificate of incorporation,
      partnership agreement, certificate of partnership, articles or certificate
      of organization, by-laws, or operating or other management agreement.

      6.4. Conduct of Business. The Borrower will, and will cause each
Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted and do all things necessary to remain duly incorporated or organized,
validly existing and (to the extent such concept applies to such entity) in good
standing as a domestic corporation, partnership or limited liability company in
its jurisdiction of incorporation or organization, as the case may be, and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted.

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

      6.6. Insurance. The Borrower will, and will cause each Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts and covering such risks as is consistent with
sound business practice, and the Borrower will furnish to any Lender upon
request full information as to the insurance carried. All such insurance shall
be in amounts, cover such assets and be under policies acceptable to the Agent
in its reasonable discretion.

                                37
<PAGE>

      6.7. Compliance with Laws. The Borrower will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject including,
without limitation, all Environmental Laws.

      6.8. Maintenance of Properties. The Borrower will, and will cause each
Subsidiary to, do all things necessary to maintain, preserve, protect and keep
its Property in good repair, working order and condition, and make all necessary
and proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times.

      6.9. Inspection. The Borrower will, and will cause each Subsidiary to,
permit the Agent and the Lenders, by their respective representatives and
agents, to (a) inspect any of the Property, and books and financial records of
the Borrower and each Subsidiary, (b) examine and make copies of the books of
accounts and other financial records of the Borrower and each Subsidiary, and
(c) discuss the affairs, finances and accounts of the Borrower and each
Subsidiary with, and to be advised as to the same by, their respective officers
at such reasonable times and intervals as the Agent or any Lender may designate.

      6.10. Dividends. The Borrower will not, nor will it permit any Subsidiary
to, declare or pay any dividends or make any distributions on its capital stock
(other than dividends payable in its own common stock) or redeem, repurchase or
otherwise acquire or retire any of its capital stock at any time outstanding,
except that (i) any Subsidiary may declare and pay dividends or make
distributions to the Borrower or to a Wholly-Owned Subsidiary, (ii) the Borrower
may declare and pay dividends on its capital stock provided that no Default or
Unmatured Default shall exist before or after giving effect to such dividends or
be created as a result thereof, (iii) the Borrower may make repurchases of its
capital stock provided, that, (A) no Default or Unmatured Default shall exist
before or after giving effect to each such repurchase or be created as a result
thereof, (B) such repurchase shall be accomplished using cash on hand, and (C)
both before and after giving effect to such repurchase, there shall be no Loans
outstanding hereunder, and (iv) the Borrower may also make repurchases of its
capital stock in the event the conditions described in clause (iii)(B) and/or
(C) above cannot be satisfied, provided, that, (A) no Default or Unmatured
Default shall exist before or after giving effect to each such repurchase or be
created as a result thereof, (B) the Leverage Ratio shall be less than 1.0 to
1.0 (after giving effect to such repurchase), and (C) the aggregate amount of
repurchases in reliance on this clause (iv) during the period from the Closing
Date through the date of repurchase (including the contemplated repurchase)
shall not exceed $30,000,000.

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

   (i)      The Loans and the Reimbursement Obligations.

  (ii)      Indebtedness existing on the date hereof and described in Schedule
            6.11.

 (iii)      Indebtedness arising under Rate Management Transactions
            related to the Loans.

  (iv)      Other Indebtedness in aggregate principal amount not exceeding
            $7,500,000.

      6.12. Merger. The Borrower will not, nor will it permit any Subsidiary to,
merge or consolidate with or into any other Person, except that (i) Subsidiary
may merge into the Borrower or a Wholly-Owned Subsidiary and (ii) the Borrower
or a Subsidiary may merge, consolidate or amalgamate with any other Person in
connection with an Acquisition, provided that such Acquisition is permitted by

                                38
<PAGE>

Section 6.14.

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

   (i)      Sales of inventory in the ordinary course of business.

  (ii)      Other sales or dispositions of Property in the ordinary course of
            business if the aggregate book value (disregarding any write-downs
            of such book value other than ordinary depreciation and
            amortization) of all of the business, assets, rights, revenues and
            property disposed of shall be less than (i) in any fiscal year of
            the Borrower, 10% of such aggregate book value of the Consolidated
            total assets of the Borrower and its Subsidiaries as of the end of
            the immediately preceding fiscal year, and (ii) cumulatively after
            the date hereof, 25% of such aggregate book value of the
            Consolidated total assets of the Borrower and its Subsidiaries as of
            the end of the most recent fiscal quarter ending prior to the date
            hereof, and if, in the case of each of the foregoing clauses (i) and
            (ii), no Default or Unmatured Default shall exist or shall have
            occurred and be continuing at the time of the disposition (both
            before and after giving effect to the disposition). Notwithstanding
            the foregoing, (w) any Subsidiary may sell, lease, transfer or
            otherwise dispose of its assets to the Borrower or any Subsidiary,
            (x) the Borrower or any Subsidiary may sell, lease, transfer or
            otherwise dispose of its fixed assets in excess of the limitation
            set forth above so long as such sale is not all or substantially all
            of its fixed assets and the proceeds of such sale are used to
            purchase other property of a similar nature of at least equivalent
            value within 180 days of such sale, (y) the Borrower or any
            Subsidiary may sell, lease, transfer or otherwise dispose of its
            assets in excess of the limitation set forth above so long as the
            proceeds of such sale are used to prepay Advances and permanently
            reduce the Aggregate Commitment by such amount, and (z) the Borrower
            may sell or dispose of the assets in excess of the limitation set
            forth above in connection with any potential disposition that was
            disclosed to the Lenders prior to the Closing Date so long as (A) no
            Default or Unmatured Default shall exist or shall have occurred and
            be continuing at the time of the disposition (both before and after
            giving effect to the disposition), and (B) the Borrower shall have
            delivered a pro forma covenant compliance certificate to the Agent
            prior to the disposition.

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

   (i)      Cash Equivalent Investments.

  (ii)      Existing Investments in Subsidiaries and other Investments in
            existence on the date hereof and described in Schedule 6.14.

 (iii)      Acquisitions, provided each of the following conditions is
            satisfied: (A) there is no Default or Unmatured Default either
            before or after such Acquisition, (B) the representations and
            warranties contained in this Agreement shall be true and correct as
            if made on and as of the date such Acquisition is consummated, both
            before and after giving effect thereto, (C) the target of such
            Acquisition is in the same line of business as conducted by the
            Borrower as of the Effective Date or a line of business similar
            thereto or that supports such business, and (D) the Borrower shall
            deliver a pro forma covenant compliance certificate to the

                                39
<PAGE>
            Agent ten (10) Business Days prior to the Acquisition demonstrating
            overall liquidity of the Borrower and its Subsidiaries on a
            consolidated basis of not less than $10,000,000 and a pro forma
            Leverage Ratio of not greater than 2.25 to 1.00, provided, that,
            such certificate shall not be required if (x) the total
            consideration, cash or non-cash, paid or payable for such
            Acquisition is less than $7,500,000, (y) there are no Loans
            outstanding, and (z) the Borrower or a Subsidiary is using cash on
            hand to complete the Acquisition.

  (iv)      Investments in Subsidiaries in addition to those described on
            Schedule 6.14 in an aggregate amount not exceeding $1,000,000.

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

   (i)      Liens for taxes, assessments or governmental charges or levies
            on its Property if the same shall not at the time be delinquent or
            thereafter can be paid without penalty, or are being contested in
            good faith and by appropriate proceedings.

  (ii)      Liens imposed by law, such as carriers', warehousemen's and
            mechanics' liens and other similar liens arising in the ordinary
            course of business which secure payment of obligations not more than
            60 days past due.

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

  (iv)      Utility easements, building restrictions and such other encumbrances
            or charges against real property as are of a nature generally
            existing with respect to properties of a similar character and which
            do not in any material way affect the marketability of the same or
            interfere with the use thereof in the business of the Borrower or
            its Subsidiaries.

   (v)      Liens existing on the date hereof and described in Schedule 6.15.

  (vi)      Other Liens securing Indebtedness permitted pursuant to Section 6.11
            (iv) provided that the aggregate Indebtedness secured by such Liens
            does not exceed $5,000,000.

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

      6.17. Sale of Accounts. The Borrower will not, nor will it permit any
Subsidiary to, sell or otherwise dispose of any notes receivable or accounts
receivable, with or without recourse.

      6.18. Financial Covenants.

            6.18.1. Leverage Ratio. The Borrower will not permit the Leverage
      Ratio, determined as of the end of each of its fiscal quarters, to be
      greater than 2.50 to 1.0.

                                40
<PAGE>

            6.18.2. Minimum Net Worth. The Borrower will at all times maintain
      Consolidated Net Worth of not less than the sum of (i) $160,000,000, plus
      (ii) 50% of Consolidated Net Income earned in each fiscal year beginning
      with the year ending December 31, 2006 (without deduction for losses),
      plus (iii) 75% of net proceeds from any sale of capital stock of the
      Borrower.

                                   ARTICLE VII

                                    DEFAULTS

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

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

      7.2. Nonpayment of principal of any Loan when due, nonpayment of any
Reimbursement Obligation within one Business Day after the same becomes due, or
nonpayment of interest upon any Loan or of any commitment fee, LC Fee or other
obligations under any of the Loan Documents within five days after the same
becomes due.

      7.3. The breach by the Borrower of any of the terms or provisions of
Article VI.

      7.4. The breach by the Borrower (other than a breach which constitutes a
Default under another Section of this Article VII) of any of the terms or
provisions of this Agreement which is not remedied within five days after
written notice from the Agent or any Lender.

      7.5. Failure of the Borrower or any of its Subsidiaries to pay when due
any Material Indebtedness; or the default by the Borrower or any of its
Subsidiaries in the performance (beyond the applicable grace period with respect
thereto, if any) of any term, provision or condition contained in any Material
Indebtedness Agreement, or any other event shall occur or condition exist, the
effect of which default, event or condition is to cause, or to permit the
holder(s) of such Material Indebtedness or the lender(s) under any Material
Indebtedness Agreement to cause, such Material Indebtedness to become due prior
to its stated maturity or any commitment to lend under any Material Indebtedness
Agreement to be terminated prior to its stated expiration date; or any Material
Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be
due and payable or required to be prepaid or repurchased (other than by a
regularly scheduled payment) prior to the stated maturity thereof; or the
Borrower or any of its Subsidiaries shall not pay, or admit in writing its
inability to pay, its debts generally as they become due.

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

                                41
<PAGE>
fail to contest in good faith any appointment or proceeding described in Section
7.7.

      7.7. Without the application, approval or consent of the Borrower or any
of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Borrower or any of its Subsidiaries or any
Substantial Portion of its Property, or a proceeding described in Section
7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 30 consecutive days.

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

      7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to
pay, bond or otherwise discharge one or more (i) judgments or orders for the
payment of money in excess of $2,000,000 (or the equivalent thereof in
currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary
judgments or orders which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, which judgment(s), in any such case,
is/are not stayed on appeal or otherwise being appropriately contested in good
faith.

      7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed
in the aggregate $2,000,000 or any Reportable Event shall occur in connection
with any Plan.

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

      7.12. Any Change in Control shall occur.

      7.13. The occurrence of any "default", as defined in any Loan Document
(other than this Agreement) or the breach of any of the terms or provisions of
any Loan Document (other than this Agreement), which default or breach continues
beyond any period of grace therein provided.

                                  ARTICLE VIII

                  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

      8.1. Acceleration; Facility LC Collateral Account. (i) If any Default
described in Section 7.6 or 7.7 occurs with respect to the Borrower, the
obligations of the Lenders to make Loans hereunder and the obligation and power
of the LC Issuer to issue Facility LCs shall automatically terminate and the
Obligations shall immediately become due and payable without any election or
action on the part of the Agent, the LC Issuer or any Lender and the Borrower
will be and become thereby unconditionally obligated, without any further
notice, act or demand, to pay to the Agent an amount in immediately available
funds, which funds shall be held in the Facility LC Collateral Account, equal to
the difference of (x) the amount of LC Obligations at such time, less (y) the
amount on deposit in the Facility LC Collateral Account at such time which is
free and clear of all rights and claims of third parties and has

                                42
<PAGE>
not been applied against the Obligations (such a difference, the "Collateral
Shortfall Amount"). If any other Default occurs, the Required Lenders (or the
Agent with the consent of the Required Lenders) may (a) terminate or suspend the
obligations of the Lenders to make Loans hereunder and the obligation and power
of the LC Issuer to issue Facility LCs, or declare the Obligations to be due and
payable, or both, whereupon the Obligations shall become immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which the Borrower hereby expressly waives, and (b) upon notice to the Borrower
and in addition to the continuing right to demand payment of all amounts payable
under this Agreement, make demand on the Borrower to pay, and the Borrower will,
forthwith upon such demand and without any further notice or act, pay to the
Agent the Collateral Shortfall Amount, which funds shall be deposited in the
Facility LC Collateral Account. After the occurring of any Default, the Agent
may exercise any rights and remedies provided to the Agent under the Loan
Documents or at law or equity, including all remedies provided under the UCC.

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

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

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

            (v) If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans and
the obligation and power of the LC Issuer to issue Facility LCs hereunder as a
result of any Default (other than any Default as described in Section 7.6 or 7.7
with respect to the Borrower) and before any judgment or decree for the payment
of the Obligations due shall have been obtained or entered, the Required Lenders
(in their sole discretion) shall so direct, the Agent shall, by notice to the
Borrower, rescind and annul such acceleration and/or termination.

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

      (i)   Extend the final maturity of any Loan, or extend the expiry date of
            any Facility LC to a date after the Facility Termination Date or
            forgive all or any portion of the principal amount thereof or any
            Reimbursement Obligation related thereto, or reduce the rate or
            extend the time of payment of interest or fees thereon or
            Reimbursement Obligations related thereto.

                                43
<PAGE>


      (ii)  Reduce the percentage specified in the definition of Required
            Lenders.

      (iii) Extend the Facility Termination Date, or reduce the amount or extend
            the payment date for, the mandatory payments required under Section
            2.2, or increase the amount of the Aggregate Commitment (except as
            permitted pursuant to Section 2.5(ii)) or of the Commitment of any
            Lender hereunder or the commitment to issue Facility LCs, or permit
            the Borrower to assign its rights under this Agreement.

      (iv)  Amend this Section 8.2.

No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent, and no amendment of any
provision relating to the LC Issuer shall be effective without the written
consent of the LC Issuer. No amendment of any provision of this Agreement
relating to the Swing Line Lender or any Swing Line Loans shall be effective
without the written consent of the Swing Line Lender. The Agent may waive
payment of the fee required under Section 12.3.2 without obtaining the consent
of any other party to this Agreement.

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

                                   ARTICLE IX

                               GENERAL PROVISIONS

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

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

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

      9.4. Entire Agreement. The Loan Documents embody the entire agreement and
understanding among the Borrower, the Agent, the LC Issuer and the Lenders and
supersede all prior agreements and understandings among the Borrower, the Agent,
the LC Issuer and the Lenders relating to

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<PAGE>

the subject matter thereof other than those contained in the fee letter
described in Section 10.13 which shall survive and remain in full force and
effect during the term of this Agreement.

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

      9.6.  Expenses; Indemnification. (i) The Borrower shall reimburse the
Agent and the Arranger for any reasonable and properly documented costs,
internal charges and out-of-pocket expenses (including reasonable and properly
documented attorneys' fees and time charges of attorneys for the Agent, which
attorneys may be employees of the Agent) paid or incurred by the Agent or the
Arranger in connection with the preparation, negotiation, execution, delivery,
syndication, distribution (including, without limitation, via the internet),
review, amendment, modification, and administration of the Loan Documents. The
Borrower also agrees to reimburse the Agent, the Arranger, the LC Issuer and the
Lenders for any reasonable and properly documented costs, internal charges and
out-of-pocket expenses (including reasonable and properly documented attorneys'
fees and time charges of attorneys for the Agent, the Arranger, the LC Issuer
and the Lenders, which attorneys may be employees of the Agent, the Arranger,
the LC Issuer or the Lenders) paid or incurred by the Agent, the Arranger, the
LC Issuer or any Lender in connection with the collection and enforcement of the
Loan Documents.

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

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

      9.8.  Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with GAAP in a manner
consistent with that used in preparing the financial statements referred to in
Section 5.4. 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 the
Borrower, the Agent or the Required Lenders shall so request, the Agent, the
Lenders and the Loan Parties 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, such ratio or requirement shall continue to be

                                       45
<PAGE>

computed in accordance with GAAP prior to such change therein and the Borrower
shall provide to the Agent and the Lenders reconciliation statements showing the
difference in such calculation, together with the delivery of monthly, quarterly
and annual financial statements required hereunder.

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

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

      9.11. Confidentiality. The Agent and each Lender agrees to hold any
confidential information which it may receive from the Borrower in connection
with this Agreement in confidence, except for disclosure (i) to its Affiliates
and to the Agent and any other Lender and their respective Affiliates, (ii) to
legal counsel, accountants, and other professional advisors to such Lender or to
a Transferee, (iii) to regulatory officials, (iv) to any Person as requested
pursuant to or as required by law, regulation, or legal process, (v) to any
Person in connection with any legal proceeding to which it is a party, (vi) to
its direct or indirect contractual counterparties in swap agreements or to legal
counsel, accountants and other professional advisors to such counterparties,
(vii) permitted by Section 12.4, and (viii) to rating agencies if requested or
required by such agencies in connection with a rating relating to the Advances
hereunder. Without limiting Section 9.4, the Borrower agrees that the terms of
this Section 9.11 shall set forth the entire agreement between the Borrower and
each Lender (including the Agent) with respect to any confidential information
previously or hereafter received by such Lender in connection with this
Agreement, and this Section 9.11 shall supersede any and all prior
confidentiality agreements entered into by such Lender with respect to such
confidential information. Notwithstanding anything herein to the contrary,
confidential information shall not include, and each party to any of the Loan
Documents and their respective Affiliates (and the respective partners,
directors, officers, employees, advisors, representatives and other agents of
each of the foregoing and their Affiliates) may disclose to any and all Persons,
without limitation of any kind, (i) any information with respect to the U.S.
federal and state income tax treatment of the transactions contemplated hereby
and any facts that may be relevant to understanding such tax treatment, which
facts shall not include for this purpose the names of the parties or any other
Person named herein, or information that would permit identification of the
parties or such other Persons, or any pricing terms or other nonpublic business
or financial information that is unrelated to such tax treatment or facts, and
(ii) all materials of any kind (including opinions or other tax analyses)

                                       46
<PAGE>

relating to such tax treatment or facts that are provided to any of the Persons
referred to above, and it is hereby confirmed that each of the Persons referred
to above has been authorized to make such disclosures since the commencement of
discussions regarding the transactions contemplated hereby.

      9.12. Nonreliance. Each Lender hereby represents that it is not relying on
or looking to any margin stock (as defined in Regulation U of the Board of
Governors of the Federal Reserve System) for the repayment of the Credit
Extensions provided for herein.

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

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

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT.
To help the government fight the funding of terrorism and money laundering
activities, Federal law requires all financial institutions to obtain, verify,
and record information that identifies each person or entity that opens an
account, including any deposit account, treasury management account, loan, other
extension of credit, or other financial services product. What this means for
Borrower: When Borrower opens an account, if Borrower is an individual, Agent
and the Lenders will ask for Borrower's name, residential address, tax
identification number, date of birth, and other information that will allow
Agent and the Lenders to identify Borrower, and, if Borrower is not an
individual, Agent and the Lenders will ask for Borrower's name, tax
identification number, business address, and other information that will allow
Agent and the Lenders to identify Borrower. Agent and the Lenders may also ask,
if Borrower is an individual, to see Borrower's driver's license or other
identifying documents, and, if Borrower is not an individual, to see Borrower's
legal organizational documents or other identifying documents.

                                   ARTICLE X

                                   THE AGENT

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

                                       47
<PAGE>

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

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

      10.4. No Responsibility for Loans, Recitals, etc. Neither the Agent nor
any of its directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into, or verify (a) any statement, warranty
or representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of the Borrower or any
guarantor of any of the Obligations or of any of the Borrower's or any such
guarantor's respective Subsidiaries.

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

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

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

                                       48
<PAGE>

conditions specified in Sections 4.1 and 4.2, each Lender that has signed this
Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender unless the
Agent shall have received notice from such Lender prior to the applicable date
specifying its objection thereto.

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

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

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

      10.11. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Agent, the Arranger or any other Lender and based on such
documents and information as it shall deem appropriate at the

                                       49
<PAGE>

time, continue to make its own credit decisions in taking or not taking action
under this Agreement and the other Loan Documents. Except for any notice,
report, document or other information expressly required to be furnished to the
Lenders by the Agent or Arranger hereunder, neither the Agent nor the Arranger
shall have any duty or responsibility (either initially or on a continuing
basis) to provide any Lender with any notice, report, document, credit
information or other information concerning the affairs, financial condition or
business of the Borrower or any of its Affiliates that may come into the
possession of the Agent or Arranger (whether or not in their respective capacity
as Agent or Arranger) or any of their Affiliates.

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

      10.13. Agent and Arranger Fees. The Borrower agrees to pay to the Agent
and the Arranger, for their respective accounts, the fees agreed to by the
Borrower, the Agent and the Arranger pursuant to that certain letter agreement
dated November 30, 2005, or as otherwise agreed from time to time.

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

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<PAGE>

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS

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

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

                                  ARTICLE XII

               BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

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

                                       51
<PAGE>

direct payments relating to such Loan or Note to another Person. Any assignee of
the rights to any Loan or any Note agrees by acceptance of such assignment to be
bound by all the terms and provisions of the Loan Documents. Any request,
authority or consent of any Person, who at the time of making such request or
giving such authority or consent is the owner of the rights to any Loan (whether
or not a Note has been issued in evidence thereof), shall be conclusive and
binding on any subsequent holder or assignee of the rights to such Loan.

      12.2. Participations.

            12.2.1. Permitted Participants; Effect. Any Lender may at any time
      sell to one or more banks or other entities ("Participants") participating
      interests in any Outstanding Credit Exposure owing to such Lender, any
      Note held by such Lender, any Commitment of such Lender or any other
      interest of such Lender under the Loan Documents. In the event of any such
      sale by a Lender of participating interests to a Participant, such
      Lender's obligations under the Loan Documents shall remain unchanged, such
      Lender shall remain solely responsible to the other parties hereto for the
      performance of such obligations, such Lender shall remain the owner of its
      Outstanding Credit Exposure and the holder of any Note issued to it in
      evidence thereof for all purposes under the Loan Documents, all amounts
      payable by the Borrower under this Agreement shall be determined as if
      such Lender had not sold such participating interests, and the Borrower
      and the Agent shall continue to deal solely and directly with such Lender
      in connection with such Lender's rights and obligations under the Loan
      Documents.

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

            12.2.3. Benefit of Certain Provisions. The Borrower agrees that each
      Participant shall be deemed to have the right of setoff provided in
      Section 11.1 in respect of its participating interest in amounts owing
      under the Loan Documents to the same extent as if the amount of its
      participating interest were owing directly to it as a Lender under the
      Loan Documents, provided that each Lender shall retain the right of setoff
      provided in Section 11.1 with respect to the amount of participating
      interests sold to each Participant. The Lenders agree to share with each
      Participant, and each Participant, by exercising the right of setoff
      provided in Section 11.1, agrees to share with each Lender, any amount
      received pursuant to the exercise of its right of setoff, such amounts to
      be shared in accordance with Section 11.2 as if each Participant were a
      Lender. The Borrower further agrees that each Participant shall be
      entitled to the benefits of Sections 3.1, 3.2, 3.4, 3.5, 9.6 and 9.10 to
      the same extent as if it were a Lender and had acquired its interest by
      assignment pursuant to Section 12.3, provided that (i) a Participant shall
      not be entitled to receive any greater payment under Section 3.1, 3.2 or
      3.5 than the Lender who sold the participating interest to such
      Participant would have received had it retained such interest for its own
      account, unless the sale of such interest to such Participant is made with
      the prior written consent of the Borrower, and (ii) any Participant not
      incorporated under the laws of the United States of America or any State
      thereof agrees to comply with the provisions of Section 3.5 to the same
      extent as if it were a Lender.

      12.3. Assignments.

            12.3.1. Permitted Assignments. Any Lender may at any time assign to
      one or more

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<PAGE>

      banks or other entities ("Purchasers") all or any part of its rights and
      obligations under the Loan Documents. Such assignment shall be
      substantially in the form of Exhibit C or in such other form as may be
      agreed to by the parties thereto. Each such assignment with respect to a
      Purchaser which is not a Lender or an Affiliate of a Lender or an Approved
      Fund shall either be in an amount equal to the entire applicable
      Commitment and Loans of the assigning Lender or (unless each of the
      Borrower and the Agent otherwise consents) be in an aggregate amount not
      less than $5,000,000. The amount of the assignment shall be based on the
      Commitment or outstanding Loans (if the Commitment has been terminated)
      subject to the assignment, determined as of the date of such assignment or
      as of the "Trade Date," if the "Trade Date" is specified in the
      assignment.

            12.3.2. Consents. The consent of the Borrower shall be required
      prior to an assignment becoming effective unless the Purchaser is a
      Lender, an Affiliate of a Lender or an Approved Fund, provided that the
      consent of the Borrower shall not be required if a Default has occurred
      and is continuing. The consent of the Agent shall be required prior to an
      assignment becoming effective unless the Purchaser is a Lender with a
      Revolving Commitment (in the case of an assignment of a Revolving
      Commitment) or is a Lender, an Affiliate of a Lender or an Approved Fund
      (in the case of an assignment of any other Commitment or Loans. The
      consent of the Issuing Bank shall be required prior to an assignment of a
      Revolving Commitment becoming effective unless the Purchaser is a Lender
      with a Revolving Commitment. Any consent required under this Section
      12.3.2 shall not be unreasonably withheld or delayed.

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

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<PAGE>

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

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

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

                                  ARTICLE XIII

                                    NOTICES

      13.1. Notices: Effectiveness: Electronic Communication.

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

               (i) if to the Borrower, or any other party to a Loan Document at
               its address or telecopier number set forth on the signature page
               hereof;

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

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

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

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<PAGE>

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

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

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

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

                                   ARTICLE XIV

         COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION

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

      14.2. Electronic Execution of Assignments. The words "execution,"
"signed," "signature," and words of like import in any assignment and assumption
agreement shall be deemed to include electronic

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<PAGE>

signatures or the keeping of records in electronic form, each of which shall be
of the same legal effect, validity or enforceability as a manually executed
signature or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, or any other state
laws based on the Uniform Electronic Transactions Act.

                                   ARTICLE XV

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

      15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF MICHIGAN, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS.

      15.2. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR MICHIGAN STATE
COURT SITTING IN DETROIT, MICHIGAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE AGENT, THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST
THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY
THE BORROWER AGAINST THE AGENT, THE LC ISSUER OR ANY LENDER OR ANY AFFILIATE OF
THE AGENT, THE LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN DETROIT, MICHIGAN.

      15.3. WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT, THE LC ISSUER AND
EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

                                       56

<PAGE>

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

                                      COVANSYS CORPORATION
                                          /s/ James S. Trouba
                                      By: James S. Trouba

                                      Title: EVP, Chief Financial Officer
                                                32605 West Twelve Mile Road,
                                                Suite 250
                                                Farmington Hills, Michigan 48334
                                      Attention: James S. Trouba
                                                Telephone:   (248) 848.8896
                                                FAX:         (248) 488.0439

Commitments

      $40,000,000                     JPMORGAN CHASE BANK, N.A.,
                                      Individually and as Agent and LC Issuer

                                      By: /s/ Mitchell W. Dangremond
                                          --------------------------

                                      Title: Vice President
                                                28660 Northwestern Highway
                                                Mail Code MI1-8937
                                                Southfield, Michigan 48034
                                      Attention: Mitchell W. Dangremond
                                                Telephone:      (248)799-5811
                                                FAX:            (248)799-5826

      $35,000,000                     LASALLE BANK MIDWEST NATIONAL ASSOCATION

                                      By: /s/ Jason W. Bierlein
                                          ---------------------
                                              Jason W. Bierlein

                                      Title: Vice President
                                             2600 West Big Beaver Road
                                             Mailcode M0900-290
                                             Troy, MI 48084
                                      Attention: Jason W. Bierlein
                                             Telephone:  (248) 822-5702
                                             FAX:        (248) 822-5748

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